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                                                                   EXHIBIT 10.23



                               DEED OF TRUST NOTE


$10,035,000.00                                             Baltimore, Maryland
                                                           May 22, 1986


         FOR VALUE RECEIVED, HEALTH PARK HOUSING LIMITED PARTNERSHIP, a Maryland
Limited Partnership, promises to pay to MERCANTILE-SAFE DEPOSIT AND TRUST
COMPANY, Trustee, a Maryland banking corporation, or order, at its principal
office at 2 Hopkins Plaza, Baltimore, Maryland 21201, or at such other place as
may be designated in writing by the holder of this Note, the principal sum of
Ten Million Thirty-Five Thousand Dollars ($10,035,000.00), with interest from
date at the rate of Nine and Sixty-Five Hundredths Percent (9.65%) per annum on
the unpaid balance up to and including the cut-off date established or selected
for cost certification purposes, and Nine and Sixty-Five Hundredths Percent
(9.65%) beginning with the date following cost certification cutoff up to and
including the date of final endorsement (interim rate) or the scheduled date for
commencement of amortization, whichever comes first. Thereafter, interest shall
be payable at the rate of Nine and Sixty-Five Hundredths Percent (9.65%) per
annum (permanent loan rate) on the unpaid balance until paid. The principal and
interest shall be payable in monthly installments as follows:

         Interest alone shall be payable monthly on the first day of June, 1986
and on the first day of each and every month thereafter up to and including
February 1, 1988. Thereafter commencing on the first day of March, 1988, monthly
installments of interest and principal shall be paid in the sum of Eighty-Two
Thousand Four Hundred Sixty-Two Dollars and Forty-Eight Cents ($82,462.48) each,
such payments to continue monthly thereafter on the first of each month until
the entire indebtedness has been paid. In any event, the balance of principal
(if any) remaining unpaid, plus accrued interest shall be due and payable on
February 1, 2028. The installments of interest and principal shall be applied
first to interest at the rate of Nine and Sixty-Five Hundredths Percent (9.65%)
per annum upon the principal sum or so much thereof as shall from time to time
remain unpaid and the balance thereof shall be applied on account of principal.

         If default be made in the payment of any installment under this Note,
and if such default is not made good prior to the due date of the next such
installment, the entire principal sum and accrued interest shall at once become
due and payable without notice, at the option of the holder of this Note.
Failure to exercise this option shall not constitute a waiver of the right to
exercise the same in the event of any subsequent default.

         Except as provided in Addendum 6 to the Deed of Trust secured hereby,
the Loan may not be prepaid in whole or in part prior to June 1, 2000. On or
after July 1, 2000, the Loan may be prepaid in whole (but not in part) upon at
least thirty (30) days prior written notice to the Holder and further upon
payment of a premium or charge at least 120 days prior to the prepayment date
equal to the costs of redeeming Howard County, Maryland Mortgage Revenue Bonds,
Series 1985 (FHA Insured Mortgage Loan - The Heartlands Elderly Apartments
Project) including payment of redemption premiums on the Bonds and interest
accrued to the redemption date, however, that this paragraph shall not apply to
any prepayment which is made by the Maker



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or on  this  behalf  pursuant  to  (i) a  requirement  of  the  Federal  Housing
Commission  and (ii) any  prepayment  arising in  connection  with  Paragraph 11
and/or paragraph 16 of the Deed of Trust.

         In the event the Maker hereof shall fail to make any monthly payment
due to the Holder hereof within fifteen (15) days from the due date thereof, the
Holder may, at its option, impose a late charge in addition to any other sums
due and payable, upon the Maker hereof of two cents ($.02) for each one dollar
($1.00) of interest and/or principal which is more than fifteen (15) days in
arrears.

         All parties to this Note, whether principal, surety, guarantor, or
endorser hereby waive presentment for payment, demand, protest, notice of
protest, and notice of dishonor.

         The Maker hereof represents and warrants that it is a business or
commercial organization within the meaning of the Commercial Law Article, Title
12, Sections 101 and 103 (e) of the Annotated Code of Maryland (1983 Rep.Vol.),
and further represents and warrants that the loan evidenced by this Deed of
Trust Note was made and transacted solely for the purpose of carrying on or
acquiring a business or commercial enterprise within the meaning of said
Commercial Law Article, Title 12, Sections 101 and 103(e) of the Annotated Code
of Maryland (1983 Rep. Vol.).

         THE MAKER, ITS GENERAL AND LIMITED PARTNERS, AND ANY PERSON WHO MAY IN
THE FUTURE BECOME A GENERAL OR LIMITED PARTNER, ASSUMES NO PERSONAL LIABILITY
HEREOF EXCEPT AS SET FORTH IN THE DEED OF TRUST OF EVEN DATE HEREWITH GIVEN TO
SECURE THIS INDEBTEDNESS.

         IN WITNESS WHEREOF, HEALTH PARK HOUSING LIMITED PARTNERSHIP has caused
this instrument to be executed in its partnership name by Henry J. Knott , Jr.,
as General Partner of HEALTH PARK HOUSING LIMITED PARTNERSHIP, as of the day and
year first above written.

WITNESS:                           HEALTH PARK HOUSING LIMITED
                                   PARTNERSHIP



/s/                                 By: /s/ Henry J. Knott, Jr.           (SEAL)
                                       ---------------------------
                                        Henry J. Knott, Jr.





         This Note is secured by a Deed of Trust of even date herewith covering
land and improvements in Howard County, Maryland, and is identified by the
signature of one of the Trustees of the Deed of Trust.



                                     /s/  L. Sandra Despeaux
                                     ---------------------------------
                                     Trustee:  L. Sandra Despeaux





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         THIS IS TO CERTIFY that this is the Note described in, and secured by,
Deed of Trust of even date herewith, and in the same principal amount as herein,
and covering real estate in the County of Howard, State of Maryland.

         Date this 22nd, day of May, 1986.


                                          /s/

                                          Notary Public



My Commission Expires:  7/1/86













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