Certified to be a
                                                     true and correct copy
                                                       Chicago Title Ins Co

    Submitted for Recordation                        
    By and Return to:

    BANK OF AMERICA OREGON
    Real Estate Industries Division
    P.O Box 3066
    Portland, Oregon 97208
    Attn:   Unit 2098/Nancy Phelan

    Loan No.310266-2

       SPACE ABOVE THIS LINE FOR RECORDER'S USE   
                 Tax Account No.18020-6680



                               DEED OF TRUST
                         WITH ASSIGNMENT OF RENTS,
                   SECURITY AGREEMENT AND FIXTURE FILING

                       Maximum Principal Amount To Be Advanced:
                    $5,625,000.00; Term of Credit Agreement, if any,
                    exclusive of options to extend, if any:
                                July 1,2006



    This Deed of Trust with Assignment of Rents, Security Agreement and Fixture
 Filing("Deed of Trust"),made this 20th day of June,1996, BETWEEN PORTLAND LOFTS
ASSOCIATES LIMITED PARTNERSHIP,a Delaware limited partnership,whose mailing 
address is do Restaurant Management Northwest, Inc., 1410 S.W. Jefferson Street,
Portland, Oregon,97201,as GRANTOR("Grantor" to be interpreted as"Grantors" where
context requires), CHICAGO TITLE INSURANCE COMPANY, whose mailing address is 
888 S.W. 5th Avenue, Suite 930,Portland,Oregon 97204, as TRUSTEE, and BANK OF
AMERICA OREGON, an Oregon state chartered commercial bank whose mailing 
address is P.O. Box 3066, Portland, Oregon 97208, as BENEFICIARY, as agent
for itself and for any other subsidiary or affiliate of BankAmerica
Corporation which has extended or may hereafter extend credit to the
Grantor (the "Lending Banks").

     WITNESSETH:    That Grantor IRREVOCABLY CONVEYS, GRANTS, TRANSFERS and
ASSIGNS to TRUSTEE, IN TRUST, WITH POWER OF SALE, the real property legally
described in the attached Exhibit A, including all buildings and
improvements thereon, all appurtenances and easements used in connection
therewith, all water and water rights (whether riparian, appropriative, or
otherwise, and whether or not appurtenant) used in connection therewith,
all shares of stock evidencing the same, pumping stations, engines,
machinery, pipes and ditches, including also all gas, electric, cooking,
heating, cooling, air conditioning, refrigeration and plumbing fixtures and
equipment which have been or may hereafter be attached in any manner to any
building now or hereafter on the said property, or to the said property,
and also any leasehold interest in all or any part thereof, and also the
rents, issues and profits thereof, collectively (the "Real Property"),
SUBJECT, HOWEVER, to the right, power and authority hereinafter given to
and conferred upon the Beneficiary to collect and apply such rents, issues
and profits. This Deed of Trust constitutes a financing statement filed as
a fixture filing covering any property which now is or later may become
fixtures attached to the Real Property covered by this Deed of Trust.
    TOGETHER WITH:
      (i)  All  equipment,  furnishings, fixtures, construction  materials,
tools,  books and records and all other property, tangible and  intangible,
of  every kind and character now or hereafter owned by the Grantor and  now
or  hereafter (a) located or erected on the Real Property or  (b)  used  or
useful  in  connection with the Real Property, any construction  undertaken
thereon,  any trade, business or other activity for which the Real Property
is  used, or the maintenance of the Property (hereinafter defined), for the
convenience of any tenants, guests, licensees or invitees -of Grantor;

      (ii)       Any   and   all   architectural  and  engineering   plans,
specifications   and   drawings,  including  without  limitation   as-built
drawings,  relating  to the construction of any improvements  on  the  Real
Property and any and all surveys of the Real Property;

      (iii)   any  and all rights to payment from sale of any part  of  the
Property  (including without limitation all earnest money  sales  deposits)
and  all deposits made by Grantor with third parties in connection with the
Property (including without limitation all utility deposits);

      (iv)   My  and  all contract rights, general intangibles, development
and  use  rights, governmental permits and licenses, applications,  chattel
paper,  instruments, documents, notes, drafts and letters of credit  (other
than letters of credit in favor of Beneficiary), which arise from or relate
to the Property or to any business now or later to be conducted on the Real
Property; and any and all payment or performance bonds issued to Grantor as
obligee in connection with the construction of any improvements on the Real
Property;

      (v)  All  proceeds (including insurance and tort claims) and products
of any of the foregoing.

Subsections  (I)  through  (v),  together  with  the  Real  Property,   are
hereinafter referred to collectively as the 'property".


      FOR  TIE PURPOSE OF SECURING: (1) Payment of the sum of $5,625,000.00
with  interest thereon according to the terms of a promissory note or notes
dated  June  20,  1996,  made  by Grantor, payable  to  the  order  of  the
Beneficiary,  and  extensions,  modifications  or  renewals   thereof   All
principal and interest under the note or notes will be due to be repaid  as
stated in the note or notes, but no later than July 1,2006. (2) Performance
of Grantor's obligations under that certain Standing Loan Agreement of even
date  herewith (the "Loan Agreement"), Provided however, this Deed of Trust
does not secure any obligations which are stated in such Loan Agreement  to
be  unsecured.  (3)  Payment  of any and all obligations  and  liabilities,
whatsoever,  whether  primary,  secondary,  direct,  indirect,   fixed   or
contingent, which are now due or may hereafter become due from Grantor  (or
any  of  them  or any successor in interest to Grantor or any of  them)  to
Beneficiary or to any Lending Bank, whether created directly or acquired by
assignment  if  the  document  evidencing  any  such  other  obligation  or
liability  or any other writing signed by Grantor (or any of  them  or  any
successor in interest to Grantor or any of them) specifically provides that
said  obligation is secured by this Deed of Trust. (4) Performance of  each
agreement of Grantor herein contained. (5) Payment of all sums to  be  made
by  Grantor  pursuant to the terms hereof The interest rate, payment  terms
and  balance  due  with respect to the indebtedness and  other  obligations
secured  hereby  may  be  indexed, adjusted, renewed,  or  renegotiated  in
accordance  with  the terms of the note or other agreement evidencing  such
indebtedness  or  other  obligation, or any  extensions,  modifications  or
renewals of such note or other agreement.

      TO  Protect  THE PROPERTY AND SECURITY GRANTED BY THIS  DEED  OF
      TRUST, GRANTOR AGREES:

            (a)  Properly  to care for and keep the Property and  buildings
and improvements situate thereon in good condition and repair; to underpin 
and support, when necessary, any building or other improvement situate
thereon, and otherwise to protect and preserve same; not to remove or
demolish any building or improvement situate thereon (except tenant
improvement work under any lease or leases); to complete or restore promptly,
and in good and workmanlike manner, any -   building or improvement which
may be constructor, damaged or destroyed thereon, and pay in full all costs 
incurred therefor; not to commit or permit waste of the Property; to comply
with all jaws, covenants, conditions or restrictions affecting the Property;
in the case of a leasehold estate, to observe and perform all obligations of
Grantor under any lease or leases and to take any action required and to 
refrain from taking any action prohibited, as necessary, to preserve and 
protect the leasehold estate and the value thereof,. to provide and maintain
fire (and if required by Beneficiary, earthquake, as reasonably and 
commercially available, mortgage guaranty and other) insurance satisfactory 
to and with loss payable solely to Beneficiary, and to deliver all policies
to Beneficiary, which delivery shall constitute assignment to
Beneficiary of all return premiums; to appear in and defend, without cost to
Beneficiary or Trustee, any action or proceeding  purporting to affect the 
security hereunder, or the rights or powers of Beneficiary or Trustee, and,
when required by Trustee or Beneficiary, to commence and maintain any
action or proceeding  necessary to protect such security and such rights or
powers; and should Trustee or Beneficiary elect to appear in, defend, or 
commence and maintain any such action or proceeding, (including
any proceedings under law relating to insolvency or bankruptcy) to
pay all their costs and expenses, including attorney fees; to pay before  
delinquency, all taxes, assessments and charges affecting the Property,
including assessments on appurtenant water stock; to pay when due all
encumbrances, charges and liens affecting or purporting to affect
title to the Property; to pay all costs, fees and expenses of this trust; if
the Property be agricultural, to farm said land in an approved and
husbandlike manner, and to keep all trees, vines and crops on said land properly
cultivated, irrigated, fertilized, sprayed and fumigated; to replace
all dead or unproductive vines or trees with new ones; and to keep all
buildings, fences, ditches, canals, wells and other farming improvements 
on said premises in first class condition, order and repair. At the request
of Beneficiary, Grantor will monthly pay to Beneficiary an amount equal
to one-twelfth (1/12th) of the annual cost of taxes and assessments on the
Property together with an amount equal to the estimated next fire or fire 
and earthquake and other required insurance premiums divided by the
number of months between the date of computation and the date of payment of
the said insurance premium; said accumulated funds will be released to
Grantor for payment of taxes, assessments  and insurance premiums, or may be
so directly applied by Beneficiary, if Beneficiary so elects.

            (b)  Should Grantor fail to make any payment or do any  act  as
herein provided, then Beneficiary or Trustee (but without obligation
so  to do, and without notice to or demand upon Grantor, and without 
releasing Grantor from any obligation hereunder) may make or do  the
same,  and may pay, purchase, contest or compromise any encumbrance,
charge  or  lien, which in the judgment of either appears to  affect
he Property; and in exercising any such powers, incur any liability
and  expend whatever amounts in its absolute discretion it may  deem
necessary  therefor. All sums so incurred or expended by Beneficiary
or  Trustee  shall be secured hereby and, without demand,  shall  be
immediately  due and payable by Grantor and shall bear  interest  at
the same rate as the indebtedness secured hereby; provided, however,
that  at the option of Beneficiary or Trustee such sums may be added
to  the  principal  balance of any indebtedness secured  hereby  and
shall  bear  interest  at the same rate as the indebtedness  secured
hereby and be payable ratably over the remaining term thereof.




IT IS MUTUALLY AGREED THAT:



I.  Should the Property or any part thereof be taken or damaged by reason
of any public improvement or condemnation proceeding, or damaged by fire or
earthquake, or in any other manner, Beneficiary shall be entitled, at its
option, to commence, appear in and prosecute in its own name, any action or
proceeding, or to make any compromise or settlement, in connection with
such taking or damage, and to obtain all compensation, awards or other
relief therefor. All such compensation, awards, damages, rights of action
and proceeds, including the proceeds of any policies of insurance affecting
said property, are hereby assigned to Beneficiary. In each instance,
Beneficiary shall apply such proceeds first toward reimbursement of all of
Beneficiary's costs and expenses of recovering the proceeds, including
attorneys' fees. In the event the damage is covered by insurance or
condemnation proceeds, Beneficiary shall permit Grantor to use the balance
of such proceeds Net Claims Proceeds") to pay costs of repairing or
reconstructing the Property, if, in any instance, in Beneficiary's
reasonable judgment, Beneficiary's security interest will not be materially
impaired thereby. In the event that anyone shall establish and exercise any
right to develop, bore for or mine for any water, gas, oil or mineral on or
under the surface of the Property, any sums that may thereafter become due
and payable to the Grantor as bonus or royalty shall be considered rent
hereunder, and such sums, together with damages and other compensation
payable to the Grantor by reason of the exercise of such rights are hereby
made subject to this Deed of Trust and shall be applied in accordance with
the provisions hereof Grantor agrees to execute such further assignments of
any compensation, award, damages and rights of action and proceeds, as
Beneficiary or Trustee may require. The Trustee or Beneficiary may enter
upon the Property at any time during the existence of this trust for the
purpose of inspection, or for the accomplishment of any of the purposes
hereof.

      II. By accepting payment of any sum hereby secured after its due
date, or after the filing of notice of default and of election to sell,
Beneficiary shall not waive its right to require prompt payment when due of
all other sums so secured, or to declare default for failure so to pay, or
to proceed with the sale under any such notice of default and of election
to sell, for any unpaid balance of said indebtedness. If Beneficiary or any
Lending Bank holds any additional security for any obligation secured
hereby, it may enforce the sale thereof at its option, either before,
contemporaneously with, or after the sale is made hereunder, and on any
Event of Default of Grantor, Beneficiary and any Lending Bank may, at its
option, offset against any indebtedness owing by it to Grantor, the whole
or any part of the indebtedness secured hereby.

      III.     Without affecting the liability of any person, including
Grantor, for the payment of any indebtedness secured hereby, or the lien of
this Deed of Trust on the remainder of the Property for the full amount of
any indebtedness unpaid, Beneficiary, Lending Banks and Trustee are
respectively empowered as follows: Beneficiary and Lending Banks may from
time to time and without notice (a) release any person liable for the
payment of any of the indebtedness, (b) extend the time or otherwise alter
the terms of payment of any of the indebtedness, (c) accept additional
security therefor of any kind, including deeds of trust or mortgages, (d)
alter, substitute or release any property securing the indebtedness;
Trustee may, at any time and from time to time, upon the \written request
of Beneficiary (a) consent to the making of any map or plat of the Real
Property, (b) join in granting any easement or creating any restriction
thereon, (c) join in any subordination or other agreement affecting this
Deed of Trust or the lien or charge thereof, (d) reconvey, without any
warranty, alt or any part of the Property.

      IV. Upon payment in full of all sums secured hereby, and performance
of all obligations of the Grantor hereunder, the Trustee shall reconvey,
without warranty, the estate vested in it hereby. The grantee in any
reconveyance made pursuant to this Deed of Trust may be described as "the
person or persons legally entitled thereto," and, upon proper recordation,
the recitals therein of any matters or facts shall be conclusive proof of
the truthfulness thereof

            V.   If an Event of Default is made in payment when due  of  any
       part  or  installment of principal or interest of the note or  notes
       specifically  referred  to  above or in the  payment  of  any  other
       indebtedness  secured hereby, or any other Event of  Default  occurs
       with  respect  to the obligations secured hereby, or  in  the  event
       Grantor  or  any  successor in interest to Grantor in  the  Property
       sells, conveys, alienates, assigns or transfers the Property, or any
       part  thereof,  or any interest therein, or drills  or  extracts  or
       enters into any lease for the drilling or extraction of oil, gas, or
       other hydrocarbon substances or any mineral of any kind or character
       therefrom or from any part thereof, or becomes divested of his title
       or any interest therein in any manner or way,
- -    whether  voluntary  or  involuntary, or upon  Event  of  default  by
       Grantor  in the performance of any agreement hereunder,  or  in  the
       event  and  at  any time after anyone establishes and exercises  any
       right  to  develop,  bore for or mine for any  water,  gas,  oil  or
       mineral  on  or under the surface of the Real Property,  Beneficiary
       and  Lending Banks shall have the right, at their option, to declare
       said  note or notes and any other indebtedness or obligation secured
       hereby,  irrespective of the maturity date specified in any note  or
       written  agreement evidencing the same, immediately due and  payable
       without  notice  or  demand, and no waiver of this  right  shall  be
       effective  unless  in  writing  and signed  by  Beneficiary  or  the
       affected Lending Bank. For purposes of this Paragraph 5, if  Grantor
       is  anything  other  than a natural person,  any  transfer,  whether
       voluntary  or involuntary, of more than fifty percent (50%)  of  the
       direct  or indirect beneficial ownership or voting power of Grantor,
       or  the  removal of or other change in its managing general partner,
       if Grantor is a partnership, its chief executive officer, if Grantor
       is  a  corporation, or its trustee, if Grantor is a trust, shall  be
       deemed  to be a transfer of the Property encumbered by this Deed  of
       Trust,  entitling Beneficiary to accelerate the obligations  secured
       hereby  as  set  forth  above.  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. The Beneficiary shall not  unreasonably
       withhold its consent to such transfers that would otherwise  violate
       the  provisions  of this Section V; however, as a condition  of  its
       consent to such transfers, the Beneficiary, among other things,  may
       require  from the transferee such information as would  normally  be
       required  for  a  new  loan applicant, impose a  fee,  increase  the
       interest  rate on the Loan and otherwise require that the terms  and
       conditions  of the Loan be modified and supplemented to  conform  to
       the  Beneficiary's then applicable underwriting requirements as  the
       Beneficiary or any successor or participant may require.

            VI.  Waiver of a right granted to Beneficiary hereunder  as  to
       one transaction or occurrence shall not be deemed to be a waiver  of
       the   right   as  to  any  subsequent  transaction  or   occurrence.
       Beneficiary  may  rescind  any  notice  before  Trustee's  sale   by
       executing  a  notice  of  rescission and  recording  the  same.  The
       recordation  of such notice shall constitute also a cancellation  of
       any  prior  declaration of default and demand for sale, and  of  any
       acceleration  of  maturity of indebtedness  affected  by  any  prior
       declaration or notice of default. The exercise by Beneficiary of the
       right  of  rescission shall not constitute a waiver of  any  default
       then existing or subsequently occurring, nor impair the right of the
       Beneficiary to execute other declarations of default and demand  for
       sale, or notices of default and of election to cause the Property to
       be  sold,  nor otherwise affect the note or notes secured hereby  or
       Deed of Trust, or any of the rights, obligations or remedies of  the
       Beneficiary or Trustee hereunder.

            VII.  Beneficiary may elect to cause the Property described  in
       this Deed of Trust or any part thereof to be sold as follows: In its
       discretion, Beneficiary may choose to dispose of some or all of  the
       Property,  in  any combination consisting of both real and  personal
       property, together ~n one sale to be held in accordance with the law
       and procedures applicable to real property as set forth in Paragraph
       8 below, as permitted by the Oregon Uniform Commercial Code. Grantor

agrees  that  such a sale of personal property together with real  property
constitutes  a  commercially  reasonable sale  of  the  personal  property.
Alternatively,  Beneficiary may elect to treat any of  the  Property  which
consists of a right in action or which is property that can be severed from
the Property without causing structural damage as if the same were personal
property,  and  dispose of the same in accordance with Paragraph  9  below,
separate  and  apart from the sale of real property, the remainder  of  the
Property being treated as real property.

      VIII.     Trustee, having first given notice of sale as then required
by  law, and without demand on Grantor, shall sell the Property at the time
and  place of sale fixed by it in the notice of sale, either as a whole  or
in  separate  parcels, and in such order as the Trustee may  determine,  at
public  auction  to  the highest bidder for cash, in lawful  money  of  the
United  States of America, payable at the time of sale. Grantor waives  all
rights  to direct the order in which any of the Property will be sold,  and
also  waives any right to have any of the Property marshaled upon any sale.
Trustee  may postpone sale of all or any portion of the Property by  public
announcement  at  the  time of sale, and from time to time  thereafter  may
postpone  the sale by public announcement at the time fixed by the previous
postponement (for periods totaling not more than 180 days from the original
sale date), and without further notice it may make such sale at the time to
which  the  same  shall  be  so postponed. Trustee  shall  deliver  to  the
purchaser its deed conveying the Property so sold, but without any covenant
or  warranty,  express  or implied. The recital in any  such  deed  of  any
matters  or  facts, stated either specifically or in general terms,  or  as
conclusions  of  law  or  fact,  shall,  upon  proper  recordation  on,  be
conclusive  proof  of  the  truthfulness  thereof.  Any  person,  including
Grantor,  Trustee,  Beneficiary or any Lending Bank, may  purchase  at  the
sale.  After deducting all costs, fees and expenses of Trustee and of  this
trust,  including costs of evidence of title in connection with  the  sale,
the Trustee shall apply the proceeds of the sale to the payment of all sums
then  secured hereby, in such order and manner as may be required by Oregon
Revised  Statutes 86.765, or any successor statute thereto; the  remainder,
if  any,  to be paid to the person or persons legally entitled thereto.  If
Beneficiary or any Lending Bank shall elect to bring suit to foreclose this
Deed  of  Trust  in  the manner and subject to the provisions,  rights  and
remedies relating to the foreclosure of a mortgage, Beneficiary and Lending
Banks  shall  be entitled to a reasonable sum to be fixed by the  court  as
attorney's fees expended in the prosecution of said action.

      IX.  Should  Beneficiary elect to cause any of  the  Property  to  be
disposed of as personal property as permitted by Paragraph 7 above, it  may
dispose  of  any part thereof in any manner now or hereafter  permitted  by
Chapter  9 of the Oregon Uniform Commercial Code or in accordance with  any
other  remedy  provided  by  law. Both Grantor  and  Beneficiary  shall  be
eligible  to  purchase  any  part or all  of  such  property  at  any  such
disposition.  Any  such  disposition may be either  public  or  private  as
Beneficiary  may  elect, subject to the provisions of  the  Oregon  Uniform
Commercial  Code. Beneficiary shall give Grantor at least ten  days'  prior
written  notice  of  the  time  and place  of  any  public  sale  or  other
disposition of such property, or of the time at or after which any  private
sale or any other intended disposition is to be made, and if such notice is
sent to Grantor at the address last given to Beneficiary by Grantor for the
purpose of notice, it shall constitute reasonable notice to Grantor.

      X.    Grantor   hereby   absolutely,   irrevocably,   presently   and
unconditionally  assigns  to  Beneficiary all  Grantor's  interest  in  all
existing  and  future:  (a) leases on the Property  (including  extensions,
renewals  and  subleases)  and agreements for  use  and  occupancy  of  the
Property  (all  such  leases and agreements whether written  or  oral,  are
hereinafter  referred to as "Leases"); (b) all guaranties of  the  lessees'
performance  under the Leases; and (c) rents, royalties,  issues,  profits,
revenue, income and proceeds of the Property, whether now due, past due  or
to  become  due,  including all prepaid rents, security  deposits  and  all
monies  which may have been or may hereafter be deposited with  Grantor  by
any lessee of the Property to secure the payment of any rent (collectively,
the  "Rents"), and confers upon Beneficiary the right to collect such Rents
with  or  \without taking possession of the Property and agrees to  deliver
the     Rents     to     Beneficiary      upon
Event of Default in the performance of any of the provisions hereof. In the
event that anyone establishes and exercises any right to develop, bore  for
or  mine for any water, gas, oil or mineral on or under the surface of  the
Property, any sums that may become due and payable to Grantor as  bonus  or
royalty  payments, and any damages or other compensation payable to Grantor
in  connection  with  the  exercise of  any  such  rights,  shall  also  be
considered  Rents  assigned  under this  Paragraph.  This  is  an  absolute
assignment,  not an assignment for security only. Grantor warrants  it  has
made  no  prior  assignment of the Rents or the Leases  and  will  make  no
subsequent assignment (other than to Beneficiary) without the prior written
consent  of Beneficiary. At --Beneficiary's request, Grantor shall  execute
and  deliver  to  Beneficiary a separate assignment  of  Rents  and  Leases
containing such terms and conditions as Beneficiary may reasonably require.

           Beneficiary hereby confers upon Grantor a license ("License") to
collect and retain the Rents as they become due and payable, so long as  no
Event of Default shall exist and be continuing. Grantor shall use the Rents
to  pay, among other things, normal operating expenses for the Property and
sums  due  and  payments  required under the Loan Agreement  or  any  other
document  executed  in  connection therewith. If a  Event  of  Default  has
occurred and is continuing, Beneficiary shall have the right, which it  may
choose  to  exercise  in  its sole discretion, to  terminate  this  License
without  notice  to  or  demand upon Grantor, and  without  regard  to  the
adequacy of Beneficiary's security under this Deed of Trust.

           Subject  to  the License granted to Grantor under the  preceding
paragraph, Beneficiary has the right, power and authority after  three  (3)
business  days  notice  to Grantor to collect any and  all  Rents.  Grantor
hereby appoints Beneficiary its attorney-in-fact to perform after three (3)
business days notice to Grantor any and all of the following acts,  if  and
at the times when Beneficiary in its sole discretion may so choose:

           (a)  Demand,  receive and enforce payment of any and  all  Rents
including those past due and unpaid; or
           (b)  Give receipts, releases and satisfactions for any  and  all
Rents; or
           (c)  Sue  either  in  the name of Grantor  or  in  the  name  of
Beneficiary for any and all Rents; or
           (d)  Lease  the  property or any part thereof for  such  rental,
term, and upon such conditions as its judgment may dictate.

Beneficiary's  right  to  the  Rents does not  depend  on  whether  or  not
Beneficiary  takes  possession of the Property as may  be  permitted  under
Oregon  law.  In Beneficiary's sole discretion, Beneficiary may  choose  to
collect  Rents  either with or without taking possession of  the  Property.
Beneficiary  shall apply all Rents collected by it in the  manner  provided
under  Section 8 If a default occurs while Beneficiary is in possession  of
all  or  part  of  the  Property and is collecting and  applying  Rents  as
permitted  under this Deed of Trust, Beneficiary, Trustee and any  receiver
shall  nevertheless  be  entitled to exercise and invoke  every  right  and
remedy  afforded  any of them under this Deed of Trust and  at  law  or  in
equity,  including  the right to exercise the power of sale  Granted  under
this Deed of Trust and Section 8.

           Under  no  circumstances  shall Beneficiary  have  any  duty  to
produce  Rents from the Property. Regardless of whether or not Beneficiary,
in person or by agent, takes actual possession of the Property, Beneficiary
is not and shall not be deemed to be:

           (a) A 'mortgagee in possession" for any purpose; or

           (b)  Responsible  for performing any of the obligations  of  the
lessor under any lease; or

           (c)  Responsible for any waste committed by lessees or any other
parties,  any  dangerous or defective condition of  the  Property,  or  any
negligence in the management, upkeep, repair or control of the Property; or

           (d) Liable in any manner for the Property or the use, occupancy,
enjoyment or -operation of all or any part of it.

           Grantor shall not accept any deposit or prepayment of Rents  for
any  rental  period  exceeding  one (~) month without  Beneficiary's  prior
written  consent. Grantor shall not lease the Property or any  part  of  it
except strictly in accordance with the Loan Agreement. Grantor shall  apply
all Rents in the manner required by the Loan Agreement.

      XI.  Any Grantor who is a married person hereby expressly agrees that
recourse may be had against his or her separate property for any deficiency
after the sale of the Property thereunder, to the extent permitted by law.

      XII.      The pleading of any statute of limitations as a defense  to
any  and all obligations secured by this Deed of Trust is hereby waived  to
the full extent permissible by law.

      XIII.    Grantor further agrees that Beneficiary and any Lending Bank
may from time to time and for periods not exceeding one year, in behalf  of
the  Grantor,  renew  or  extend any promissory note  or  other  obligation
secured hereby.

      XIV.      Beneficiary  may,  from time to  time,  substitute  another
Trustee  in  the place of the Trustee herein named, to execute this  trust.
Upon  such  appointment  and proper recordation of such  substitution,  and
without  conveyance to the successor trustee, the latter  shall  be  vested
with  all  the  title, powers and duties conferred upon the Trustee  herein
named.  Each  such appointment and substitution shall be  made  by  written
instrument executed by the Beneficiary, containing reference to  this  Deed
of  Trust sufficient to identify it, which, when recorded in the office  of
the  County  Recorder of the county or counties in which  the  Property  is
situated,  shall  be  conclusive proof of the  proper  appointment  of  the
successor trustee.

      XV.  This  Deed of Trust shall inure to and bind the heirs, devisees,
legal  representatives, successors and assigns of the parties  hereto.  All
obligations  of  each Grantor hereunder are joint and several.  If  Grantor
consists  of  or  is  comprised of more than  one  person  or  entity,  any
reference  to  Grantor  shall  refer to each person  or  entity  comprising
Grantor. The rights or remedies granted thereunder, or by law, shall not be
exclusive, but shall be concurrent and cumulative.

      XVI.      For any statement regarding the obligations secured hereby,
Beneficiary may charge the maximum amount permitted by law at the  time  of
the request therefor.

XV  II.  If this Deed of Trust is foreclosed as a mortgage and the Property
is  sold  at  a foreclosure sale, the purchaser may, during any  redemption
period allowed, make such repairs or alterations on the Property as may  be
reasonably   necessary  for  the  proper  operation,  care,   presentation,
protection,  and insuring thereof Any sums so paid, together with  interest
thereon  from  the time of such expenditure at the rate of 18  percent  per
annum  or  the highest rate permitted by applicable law, if less, shall  be
added to and become a part of the amount required to be paid for redemption
from such sale.

      XVIII.    This  Deed  of Trust shall be governed by the laws  of  the
                State of Oregon.

            XIX. Time is of the essence of this Deed of Trust.

      If a mailing address is set forth opposite any Grantor's signature
      hereto, and not otherwise, the undersigned Grantor shall be deemed to
      have requested that a copy of any notice
      of default, and of any notice of sale thereunder, be mailed to said
      Grantor at said address.

            XX.  Beneficiary  shall  have the  right,  at  its  option,  to
       foreclose this Deed of Trust subject to the rights of any lessees of
       the Property. Beneficiary's failure to foreclose against any -lessee
       shall not be asserted as a claim against Beneficiary or as a defense
       against  any  claim  by  Beneficiary in any  action  or  proceeding.
       Beneficiary at any time may subordinate this Deed of Trust to any or
       all  of the Leases except that Beneficiary shall retain its priority
       claim to any condemnation or insurance proceeds.

            XXI.  After  any Event of a Default Beneficiary  may  obtain  a
       current  regulatory  conforming  appraisal  of  the  Collateral.  In
       addition,  appraisals  may  be  commissioned  by  Beneficiary   when
       required by laws and regulations which govern Beneficiary's  lending
       practices.  The  cost of all such appraisals (and  related  internal
       review  fees and costs) will be paid by Grantor within fifteen  (15)
       days  after request by Beneficiary; provided however, Grantor  shall
       only  pay such costs for one appraisal in any 12 month period  prior
       to any event of default.

            XXII.      If  Grantor is in default, whether  Beneficiary  has
       accelerated the maturity of the indebtedness or not, any  tender  of
       payment  sufficient to satisfy all sums due under the Loan Documents
       made  at  any  time  prior to foreclosure sale shall  constitute  an
       evasion  of the prepayment terms of the Note, if any, and  shall  be
       deemed  a  voluntary  prepayment. Any such payment,  to  the  extent
       permitted  by  law,  shall include the additional  payment  required
       under the Prepayment Fee provision in the Note.

       XXIII.           Statutory Disclaimer: THIS INSTRUMENT WILL NOT ALLOW 
       THE USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT TO BE IN
       VIOLATION
       OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR
       ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE
       PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY
       PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY
       LIMITS ON LAWSUITS AGAINST FARMING OR FOREST AGAINST AS DEFINED
       IN ORS 30.930.

       XXIV.            Limitation on Recourse. This Deed of Trust is
       executed in connection with a term loan made by the Beneficiary to
       the Grantor.  Notwithstanding any other provision of the Deed of
       Trust to the contrary, neither Historic Preservation Properties 1989
       Limited  Partnership, a Delaware limited partnership ('HPP"), which 
       is one of the Grantor's two general partners, nor HPP's general
       partners shall have any personal liability for the payment of the
       loan secured by this Deed of Trust or any liability for the
       performance of the Grantor's obligations and the Beneficiary'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 Beneficiary from enforcing 
       the Beneficiary's rights against the property and improvements and 
       against other parties liable for the payment of the loan secured by
       this Deed of Trust, nor shall it preclude the Beneficiary from 
       joining HPP or its general partners in any proceeding to foreclose 
       the Beneficiary's  Deed of Trust, security interest and other liens 
       securing the Grantor's obligations pursuant to such loan.



      MAILING ADDRESS FOR NOTICES:


      TO  GRANTOR;   Portland Lofts Associates  L. P.
                     C/O Restaurant Management Northwest, Inc.
                     1410 SW. Jefferson Street
                     Portland, Oregon, 97201



      MAILING ADDRESS FOR NOTICES (continued):
                         COPY TO: Mr. Chris Walters
                         Ball, Janick & Novak
                         101 Main Street, Suite 1100
                         Portland, Oregon 97204


       TO   TRUSTEE:     Chicago  Title   Insurance
                         Company  888 S.W. 5th Avenue, Suite 930  Portland,
                         Oregon 97204


     TO  BENEFICIARY:    BANK OF  AMERICA  OREGON
                         Real  Estate Industries Division, Unit  2098  P.O.
                         Box 3066
                         Portland, Oregon 97208


     Signature of Grantor:

               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

                                         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. Sullivan
                               Title:  General Partner











                              ACKNOWLEDGMENTS
STATE OF  OREGON    )
                    ) ss.
County of Multnomah )

      The foregoing instrument was acknowledged before me this 27th day  of
June,  1996, by Joseph W. Angel as a joint venture of East Bank Angel Joint
Venture,  an  Oregon  joint venture as General Partner  of  Portland  Lofts
Associates Limited Partnership, a Delaware limited partnership,  on  behalf
of the partnership.
          OFFICIAL SEAL       Notary Public
         CASEY I DEPIETRO    I
       NOTARY PUBLIC-OREGON   My commission expires:8-4-97
       commission NO. A 025321 MY COMMISSION EXPIRES AUG.4 1907



STATE OF OREGON       )
                      ) ss.
County of Multnomah   )

     The foregoing instrument was acknowledged before me this 27th day of
     June, 1996, by Joseph W. Angel as president         of Pacific Star
     Corporation, an Oregon  corporation  as a joint venture of East Bank 
     Angel Joint  Venture, an Oregon joint venture as General Partner of 
     Portland Lofts Associates Limited Partnership, a Delaware limited  
     partnership, on behalf  of  the partnership.


                 Notary Public      
                 CASEY DIPIETRO   My commission expires:8-4-97





STATE OF Massachusetts)

                                    ss
County of  Norfolk

STATE OF  Massachusetts )
                                   ) ss.
County of Norfolk   )


     The foregoing  instrument was acknowledged before me this" day 
     June, 1996, by Terrenc P. Sullivan of Portfolio Advisory Services, Inc.,
     a Massachusetts  corporation as General Partner of  Boston  Historic
     Partners Limited Partnership,  a  Massachusetts  limited  partnership
     as   General Partner of Historic Preservation properties 1989 Limited
     Partnership, a Delaware limited partnership as General Partner of
     Portland Lofts Associates Limited Partnership, a Delaware limited
     partnership, on behalf of
     the partnership.


Notary Public ~ Suzanne Gavin
                My commission expires  1/24/2003

                                 EXHIBIT A

                             Legal Description


PARCEL 1: Lots 1, 2, 3 and 4, Block 73, COUCH'S ADDITION TO THE CITY OF
PORTLAND, in the City of Portland, County of Mutlnomah and State of Oregon.

PARCEL 2: Lots 5, 6, 7 and 8, Block 73, COUCH'S ADDITION TO THE CITY OF
PORTLAND, in the City of Portland, County of Multnomah and State of Oregon.


                                  ADDRESS

              5O2-514 N.W. 9th Avenue, Portland, Oregon 97209