EXHIBIT 4-A
-----------
(Carlyle - XIII)


                        PROMISSORY NOTE SECURED

                           BY DEED OF TRUST
                        -----------------------

                                                          As of
$20,225,000                Chicago, Illinois           June 22, 1983


     FOR VALUE RECEIVED, the undersigned, CARLYLE REAL ESTATE LIMITED
PARTNERSHIP - XIII, a limited partnership ("Buyer"), promises to pay ERNEST
W. HAHN, INC., a California corporation ("Seller"), the sum of TWENTY
MILLION TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($20,225,000), without
interest, as follows:

     1.    PAYMENTS.

     A.    On December 27, 1983, the undersigned shall make a payment
hereunder of $10,225,000.

     B.    On December 31, 2013, the undersigned shall make a payment
hereunder of $9,800,000.

     C.    On January 31, 2014, the undersigned shall make a payment
hereunder of $100,000.

     D.    On February 28, 2014, the undersigned shall make a payment of
the balance owing hereunder (viz., $100,000).

     2.    As used in this Note, the following terms have the following
meanings:

     A.    "Sale Agreement" means that certain agreement by and between
Seller and Buyer, dated as of June 22, 1983, providing for, among other
things, the sale by Seller of certain real property in Long Beach,
California ("Said Premises") encumbered by the "Purchase Price
Encumbrance", as such agreement has been or shall hereafter be amended.

     B.    "Purchase Price Encumbrance" means that certain deed of trust
of even date herewith, executed by Buyer, as Trustor, the Seller, as
Beneficiary, covering certain Said Premises and securing this Note.

     3.    The undersigned may not prepay the unpaid balance of principal
under this Note in whole or in part at any time or times.

     4.    This Note evidences a portion of the purchase price of certain
improved real and personal property located in Long Beach, California, as
is secured by the Purchase Price Encumbrance, and is further subject to and
governed by the provisions contained in or referred to in the Purchase
Price Encumbrance.  All of the terms and provisions of the Purchase Price
Encumbrance are incorporated herein by this reference.

     5.    No individual who is a general partner in Buyer, and no limited
or general partner (whether an individual or otherwise) in any partnership
which itself is a general partner in Buyer, shall have any personal
liability, directly or indirectly, under this Note or under the Purchase
Price Encumbrance or any other security agreement or instrument, and Payee
hereof and each successor and assign of Payee have waived and hereby waive
all such personal liability of such individuals and partners; provided,
however, the foregoing waiver of liability of such individuals and partners
shall not preclude Payee from recovering a judgment hereunder against the
assets of Buyer (including Said Premises) or the assets of the corporate
general partner of Buyer.

     6.    Should default be made in the payment of any installment when
due hereunder, or should a default occur under the Purchase Price
Encumbrance, the same shall not be cured with 10 days after the holder of
this Note gives written notice of such default to the undersigned where the
default is the failure to pay a sum of money hereunder, or within 45 days
after such holder gives written notice of such default to the undersigned
where the default is other than the failure to pay a sum of money payable
hereunder, then, at the election of such holder of this Note, the whole sum
of principal shall become immediately due and payable.  Where such default
is the failure to pay money, then the same shall be deemed to be cured if
such money shall be paid within such 10-day period, and when the default is
other than the failure to pay money, then the same shall be deemed to be
cured if the curing of the same shall be commenced within such 45-day
period and diligently carried to completion.  All amounts due hereunder are
payable in lawful money of the United States.  In the event that more than
five days prior to the date a payment is due hereunder, Payee requests in
writing that such payment be made by wire transferring the same to a
specified account of Payee, then such payment shall be made by wire
transfer to such account.  The validity and construction of this Note and
all matters pertaining hereto are to be determined according to the laws of
the State of Illinois, unless Payee elects to enforce its remedies against
Said Premises under the Purchase Price Encumbrance, in which event such
enforcement shall be governed in accordance with the laws of the State of
California.

     7.    The undersigned hereby waives presentment for payment, demand,
notice of demand, notice of nonpayment or dishonor, protest and notice of
protest of this Note, and all other notices in connection with the
delivery, acceptance, performance, default or enforcement of the payment of
this Note, except for such notices as may be specifically provided in the
Purchase Price Encumbrance.  Payments hereunder shall be mae without setoff
or counterclaim.

     8.    In the event either the undersigned or the holder of this Note
shall institute any action or proceeding against the other relating to the
collection or enforcement of this Note, any default hereunder or any
provision hereof, then, and in that event, the finally unsuccessful
litigant in such action or proceeding shall reimburse the finally
successful litigant therein for the reasonable expenses of attorneys' fees
and disbursements incurred therein by the finally successful litigant and
the amount of such fees and disbursements shall be included in the final
judgment rendered in such action or proceeding.  In the event a payment
hereunder is not made at the time required, then during the period that
such payment is delinquent, the undersigned shall pay as a collection fee
an amount equal to 1.5% of the payment in default multiplied by the number
of whole or partial months of such default (but in no event more than the
maximum rate permitted by law).

     9.    Any notice, demand or document given or delivered hereunder,
shall, in the case of a notice, be in writing and may be personally
delivered, given or made by United States registered or certified mail,
return receipt requested, addressed as follows:  to Payee, 3666 Kearny
Villa Road, San Diego, California 92123, Attention:  Chief Financial
Officer (with copies to (i) Legal Department, Ernest W. Hahn, Inc., 3666
Kearny Villa Road, San Diego, California 92123, and (ii) Kaye, Scholer,
Fierman, Hays & Handler, 425 Park Avenue, New York, New York 10022,
Attention:  Eugene A. Pinover, Esq.); to the undersigned, 875 North
Michigan Avenue, Suite 3900, Chicago, Illinois 60611, Attention:  Mr.
Robert J. Chapman (with copy to Lawler, Felix & Hall, 700 South Flower
Street, Los Angeles, California 90017, Attention:  Leo J. Pircher, Esq.);
subject to the right of Payee or the undersigned to designate a different
address for itself by notice similarly given.  Any notice, demand or
document so given, delivered or made by United States mail shall be deemed
to have been given, delivered or made on the third business day after the
same is deposited in the United States mail as registered or certified
matter, addressed as above provided, with postage thereon fully prepaid.
Any such notice, demand or document not given, delivered or made by
registered or certified mail as aforesaid shall be deemed to be given,
delivered or made only upon receipt of the same by the one to whom the same
is to be given, delivered or made.

     10.   The terms "Undersigned", as used in this Note, and "Trustor",
as used in the Purchase Price Encumbrance, mean Buyer and each successor
and assign of the same as obligor of this Note and trustor under the
Purchase Price Encumbrance.  The terms "Payee", as used in this Note, and
"Beneficiary" as used in the Purchase Price Encumbrance, mean Seller, and
each successor and assign of the same as payee under or holder of this Note
and beneficiary under the Purchase Price Encumbrance (including, where such
successor or assign is a trust, both the trustees and beneficiaries
thereof).

     11.   Without the prior written consent of the undersigned, this Note
may not be negotiated or assigned, pledged or hypothecated, in whole or in
part, on or before June 30, 1984.  Any attempted negotiation, assignment,
pledge or hypothecation in violation of the foregoing shall be void.



                                  CARLYLE REAL ESTATE LIMITED
                                  PARTNERSHIP - XIII,
                                  a limited partnership


                                  By:  CARLYLE-XIII MANAGERS, INC.,
                                       an Illinois corporation,
                                       General Partner

                                       By:   executed signature
                                             --------------------
                                             Vice President