BANK OF AMERICA

                         PROMISSORY NOTE

                         (Standing Loan)
$5,625,000.00                              Loan No.310266-2
June 20,  1996                             Portland, Oregon



1    BORROWER'S PROMISE TO PAY.

     For   value  received,  PORTLAND  LOFTS  ASSOCIATES  LIMITED
PARTNERSHIP  a  Delaware  limited  partnership  (the  "Borrower")
promises to pay Five Million Six Hundred Twenty-Five Thousand and
No/00  Dollars ($5,625,000.00), plus interest, to  the  order  of
BANK  OF AMERCE OREGON, an Oregon state chartered commercial bank
(the "Bank") at P.O. Box 3066, Portland, Oregon, or at such other
place as the holder of this Note may from time to time require.

     This  Note  evidences  a  loan (the  "Loan")  from  Bank  to
Borrower  made pursuant to a Standing Loan Agreement  (the  "Loan
Agreement") between Bank and Borrower of even date herewith. This
Note is secured by a deed of trust (the "Deed of Trust") covering
certain real property and other collateral.

2.   INTEREST RATE AND MONTHLY PAYMENTS.

     A.    Interest  Rate. Interest shall accrue at the  rate  of
nine percent (9.00%) per year (the "Note Rate").

     B.    Monthly Payments. If the Deed of Trust records on  any
day  but the first day of a month, Borrower will pay interest  in
advance  from the date of recording to the first day of the  next
month.  Thereafter, principal and interest shall  be  payable  in
equal  monthly installments of Forty-Seven Thousand  Two  Hundred
Four  and  80/100  ($47,204.80), beginning on the  first  day  of
August,  1996,  and  continuing on the first day  of  each  month
thereafter,  with  a  final  payment  of  all  remaining   unpaid
principal,  interest and other sums due under this Note  due  and
payable on July 1,2006 (the "Maturity Date").

     C.   Interest Appointment and Allocation. The amount of each
year's  interest on the Note will, as it accrues, be  apportioned
among  calendar  months on the basis of a year consisting  of  12
thirty-day  months. The early or late date of  making  a  monthly
payment  will  be  disregarded for  purposes  of  allocating  the
payment  between  principal and interest. For this  purpose,  the
payment will be treated as though made on the date due.

3.   PRINCIPAL PREPAYMENTS.

     A.    Borrower may prepay principal on the Note in whole  or
in  part  in minimum amounts equal to or greater than ten percent
(10%)  of the face amount of this Note but in no event more  than
once  per  year.  Borrower  shall give  Bank  written  notice  of
Borrower's intention to make the prepayrnent, specifying the date
and amount of the prepayment. The notice must be received by Bank
at  least five (5) Banking Days in advance of the prepayment. All
prepayments of principal on the Note shall be applied to the most
remote  principal installment or installments then  unpaid.  Each
such  prepayment  shall  be accompanied  by  the  Prepayment  Fee
described in this Section 3. In the event Borrower elects not  to
make  the  prepayment, a prepayment service fee in the amount  of
$250 will be assessed.

     B.    Except  for  any  required principal  repayment  under
Section  2.13 of the Standing Loan Agreement, each prepayment  of
the  Loan,  whether  voluntary,  by  reason  of  acceleration  or
otherwise,  shall  be  accompanied  by  payment  of  all  accrued
interest  on  the amount of the prepayment, a prepayment  service
fee of $250.00 and the Prepayment Fee described below.

     C.    The Prepayment Fee shall be the sum of fees calculated
separately for each Prepaid Installment, as follows:

          (1)   Determine the amount of interest which would have
     accrued  each  month  for  the Prepaid  Installment  had  it
     remained  outstanding until the applicable Original  Payment
     Date, using the Note Rate;

          (2)    Subtract  from  each  monthly  interest   amount
     determined in (1), above, the amount of interest which would
     accrue  for  that Prepaid Installment if it were  reinvested
     from  the  date  of prepayment through the Original  Payment
     Date, at the Treasury Rate:

          (3)   If(1)  minus (2) for the Prepaid  Installment  is
     greater  than zero, discount the monthly difference  to  the
     date of prepayment by the rate used in (2) above. The sum of
     the discounted monthly differences is the prepayment fee for
     that Prepaid Installment.

     D.   For purposes of this Section 3,

          (1)   "Treasury Rate" means the interest rate yield for
U.S.  Government Treasury Securities which Bank determines  could
be  obtained  by  reinvesting a specified Prepaid Installment  in
such  securities from the date of prepayment through the Original
Payment Date.

          (2)   "Original Payment Dates" mean the dates on  which
principal of the Loan would have been paid if there had  been  no
prepayment.

          (3)   "Prepaid  Installment" means the portion  of  the
prepaid  principal of the Loan which would have been  paid  on  a
single Original Payment Date.

          (4)   'Banking Day" means a day, other than a  Saturday
or  a  Sunday, on which Bank is open for business for all banking
functions in Oregon.

     E.   Bank may adjust the Treasury Rate and Money Market Rate
to  reflect the compounding, accrual basis, or other costs of the
Loan.  Each  of the rates is Bank's estimate only,  and  Bank  is
under  no  obligation  to actually reinvest any  prepayment.  The
rates  shall be based on information from either the Telerate  or
Reuters  information services, The Wall Street Journal  or  other
information sources the Bank deems appropriate.

4.   BORROWER'S WAIVER OF PREPAYMENT RIGHT.

     By  its signature below, Borrower expressly waives any right
to  prepay the Loan except on the express terms set forth  above.
Borrower  agrees to pay the Prepayment Fee even if the prepayment
is  made  following  Bank's acceleration of the  Note  due  to  a
default by Borrower, or by reason of any transfer giving Bank the
right  to  accelerate the maturity of this Note pursuant  to  the
terms of the Deed of Trust. Borrower acknowledges that prepayment
of  the  Loan  may  result  in  Bank incurring  additional  costs
(including  lost  opportunity costs),  expenses  or  liabilities.
Borrower  therefore agrees that the Prepayment Fee  represents  a
reasonable   estimate  of  the  prepayment  costs,  expenses   or
liabilities Bank may suffer on a prepayment. Borrower agrees that
Bank's willingness to offer a fixed interest rate to Borrower  is
sufficient   and  independent  consideration  for  this   waiver.
Borrower  understands that Bank would not offer a fixed  interest
rate to Borrower absent this waiver.


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

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

                                    By: Joseph  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
                                         President                    

                                    By:  Terrence P. Sullivan
                                         General Partner

                                                               '


5.   LATE PAYMENTS.

     A.    Late  Charge  for Overdue Payments. If  Bank  has  not
received the full amount of any monthly payment by the end of  15
calendar days after the date it is due, Borrower will pay a  late
charge  to Bank in the amount of five percent (5%) of the overdue
payment. Borrower will pay this late charge only once on any late
payment.

     B.   Default Rate. From and after the Maturity Date, or such
earlier  date  as  all  sums owing on this Note  become  due  and
payable  by  acceleration or otherwise, all sums  owing  on  this
Note,  at the option of Bank, shall bear interest until  paid  in
full  at  three  (3) percentage points above the  rate  at  which
interest would otherwise accrue under this Note.

6.   MISCELLANEOUS.

     A.    Payments.  All  amounts payable under  this  Note  are
payable  in  lawful money of the United States. Checks constitute
payment only when collected.

     B.    Joint  and Several. If more than one person or  entity
are  signing this Note as Borrower, their obligations under  this
Note  will be joint and several. 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.

     C.    Loan Agreement. This Note is subject to the terms  and
conditions  of  the  Loan Agreement, which, among  other  things,
contains  provisions  for acceleration of the  maturity  of  this
Note.

     D.   Limitation on Recourse.

     This Note is executed in connection with a term loan made by
the Bank to the Borrower. Notwithstanding any other provision  of
the   Note   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.

     IN WITNESS WHEREOF, Borrower has duly executed and delivered
this Note to Bank as of the date first above written.

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
                                             corportion, General Partner 
           
                                             By    Terrence P. Sullivan
                                                   President

                                             By:   Terrence P.Sullivan
                                                   General Partner