PROMISSORY NOTE

$3,130,000.00                                                     JULY ___, 1999


     FOR VALUE RECEIVED, and upon the terms and conditions set forth herein, CTG
BUILDING CO., an Arizona corporation ("BORROWER"), promises to pay to the order
of GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation ("LENDER"), at
Lender's office located at 650 Dresher Road, P. O. Box 809, Horsham,
Pennsylvania 19044-0809, Attn: Servicing - Accounting Manager, or at such other
place as Lender may designate to Borrower in writing from time to time, the
principal sum of Three Million One Hundred Thirty Thousand and No/100 Dollars
($3,130,000.00), or so much thereof as is outstanding and unpaid, together with
interest thereon at the rate of eight and thirty-two/100ths percent (8.32%) per
annum ("INTEREST RATE"), in lawful money of the United States of America, which,
at the time of payment, shall be legal tender in payment of all debts and dues,
public and private.


     1. COMPUTATION OF INTEREST. Interest under this Note shall be paid in
arrears and shall be calculated based on a 360-day year and paid for the actual
number of days elapsed for any whole or partial month in which interest is being
calculated. Interest shall accrue from the date on which funds are advanced
(regardless of the time of day such advance is made) through and including the
day on which funds are repaid, unless payment is received by Lender prior to the
time set forth in Section 2.03 hereof.

     2. PAYMENT OF PRINCIPAL AND INTEREST.

     2.01 PRINCIPAL AND INTEREST PAYMENTS. Borrower shall pay principal and
interest due under this Note as follows:

     Borrower shall pay consecutive monthly installments of principal and
interest in the amount of Twenty-three Thousand Nine Hundred Thirty-nine and
73/100ths Dollars ($23,939.73) (each a "MONTHLY AMOUNT"), beginning on the tenth
(10th) day of September, 1999 ("FIRST PAYMENT DATE"), and continuing on the
tenth (10th) day of each and every successive month thereafter (each a "PAYMENT
DATE") through and including the Payment Date immediately prior to the Maturity
Date (as defined below); and

     On the tenth (10th) day of August, 2009 ("MATURITY DATE"), the entire
outstanding principal balance hereof, together with all accrued but unpaid
interest thereon and any other amounts due under the Note or the other Loan
Documents (hereafter defined) shall be due and payable in full.

     2.02 PAYMENT OF SHORT INTEREST. If this Note is executed on a date other
than the tenth (10th) day of a calendar month, Borrower shall pay to Lender,
contemporaneously with the execution of this Note, an interest payment
calculated by multiplying (a) the number of days from and including the date of
this Note to and including the ninth (9th) day of the following month (b) by a
daily rate based on the Interest Rate calculated for a 360-day year.

     2.03 METHOD OF PAYMENT. Each payment due hereunder shall not be deemed
received by Lender until received on a Business Day (as defined in the Security
Instrument) in federal funds immediately available to Lender prior to 2:00 p.m.
local time at the place then designated by Lender. Any payment received on a
Business Day after the time established by the preceding sentence, shall be
deemed to have been received on the immediately following Business Day for all
purposes, including, without limitation, the accrual of interest on principal.

     2.04 APPLICATION OF PAYMENTS. Payments under this Note shall be applied
first to the payment of late fees and other costs and charges due in connection
with this Note, as Lender determines in its sole discretion, then to the payment
of accrued but unpaid interest, and then to reduction of the outstanding
principal balance (in inverse order of maturity whether or not then due), but
such application shall not reduce the amount of the fixed monthly installments
required to be paid hereunder unless partial prepayments are expressly permitted
in the event of partial release of collateral under Section 2.05(b) below. No
principal amount repaid may be reborrowed. All amounts due under this Note shall
be payable without setoff, counterclaim or any other deduction whatsoever.

     2.05 LOAN REPAYMENT AND DEFEASANCE.

          (a) REPAYMENT. Other than as set forth in this Section 2.05, or as
required or permitted pursuant hereto in connection with a casualty or
condemnation, Borrower shall have no right to prepay all or any portion of the
indebtedness evidenced by this Note (sometimes referred to in this Section 2.05
as "LOAN") during the period commencing on the date hereof through, but not
including, the Payment Date which is three (3) months prior to the Maturity Date
("OPTIONAL PREPAYMENT DATE".) From and after the Optional Prepayment Date, the
Loan may be prepaid in whole or in part, on any Payment Date, together with
accrued interest to the date of such prepayment on the principal amount prepaid,
without penalty or premium. Any such prepayment shall be subject, in each case,
to the satisfaction of the condition precedent that Borrower shall provide not
less than thirty (30) days' prior written notice to Lender specifying the
Payment Date on which such prepayment is to occur and indicating the principal
amount of the Note to be so prepaid.

          (b) VOLUNTARY DEFEASANCE OF THE NOTE. On or after that date ("OPTIONAL
DEFEASANCE DATE") which is the earlier to occur of (i) three years after the
date of this Note or (ii) two years after the Loan is sold into a securitization
("SECURITIZATION"), and subject to confirmation from applicable rating agencies
("RATING Agencies") having been obtained therefor and to the terms and
conditions set forth in this Section 2.05(b), Borrower may defease all (but not
less than all) of the Loan (hereinafter, "DEFEASANCE"). No Defeasance shall be
required on or after the Optional Prepayment Date. Defeasance shall be subject
to satisfaction of each of the following conditions precedent:

               (i) Borrower shall provide not less than thirty (30) days' prior
          written notice to Lender specifying a date ("DEFEASANCE DATE") which

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          shall be a Payment Date, on which the amount required to defease the
          Loan ("DEFEASANCE DEPOSIT") is to be made and on which the Defeasance
          is to occur, as well as the anticipated outstanding principal amount
          of this Note as of the Defeasance Date.

               (ii) Borrower shall pay to Lender all accrued and unpaid interest
          on the outstanding principal balance of this Note to but not including
          the Defeasance Date.

               (iii) Borrower shall pay to Lender all other sums, not including
          scheduled interest or principal payments, then due under this Note,
          the Security Instrument and any of the other Loan Documents.

               (iv) No Event of Default shall exist on the Defeasance Date.

               (v) Borrower shall pay to Lender the required Defeasance Deposit
          for the Defeasance.

               (vi) Borrower shall execute and deliver one or more security
          agreements in form and satisfactory to Lender (collectively, "SECURITY
          AGREEMENT"), creating a first priority lien on, and security interest
          in, the Defeasance Deposit and the U.S. Government Securities
          purchased with Defeasance Deposit in accordance with the provisions of
          Section 2.05(c).

               (vii) Borrower shall deliver to Lender an opinion of Borrower's
          counsel, which opinion shall be in form and substance satisfactory to
          Lender in its sole discretion, stating, among other things, that
          Lender has a perfected first priority security interest in the U.S.
          Government Securities purchased with the Defeasance Deposit.

               (viii) If required by the applicable Rating Agencies, Borrower
          also shall deliver or cause to be delivered from Borrower's counsel a
          non-consolidation opinion with respect to the Successor Borrower (as
          defined below), if any, which opinion shall be in form and substance
          satisfactory to Lender in its sole discretion and to the applicable
          Rating Agencies. In addition, if the Loan is included in any REMIC
          formed pursuant to a Securitization, Borrower also shall deliver or
          cause to be delivered an opinion of Borrower's counsel, which opinion
          shall be in form and substance satisfactory to Lender in its sole
          discretion, stating that (A) after a Defeasance, the Loan will
          continue to be a "qualified mortgage" within the meaning of Section
          860G of the United States Internal Revenue Code (as now or hereafter
          amended, "CODE") and (B) the REMIC will not fail to maintain its
          status as a "real estate mortgage investment conduit" within the
          meaning of Section 860D of the Code as a result of such Defeasance.

               (ix) Borrower shall deliver to Lender a certification from
          Borrower, in form and substance satisfactory to Lender, certifying
          that the requirements set forth in this Section 2.05(b) have been
          satisfied.

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               (x) Borrower shall deliver such other certificates, documents or
          instruments as Lender may reasonably request, all of which shall be in
          form and substance acceptable to Lender.

               (xi) Borrower shall pay all reasonable costs and expenses of
          Lender incurred in connection with the Defeasance, including any costs
          and expenses associated with the Release Instruments (as defined in
          Section 2.05(f) hereof) and reasonable attorneys fees and expenses.

               (xii) Borrower shall deliver to Lender a confirmation, in form
          and substance satisfactory to Lender, by a "Big Six" independent
          certified public accounting firm, that Defeasance Deposit is
          sufficient to pay all Scheduled Defeasance Payments and other amounts
          required to be paid by Borrower hereunder in connection with the
          proposed Defeasance.

               (xiii) Borrower shall deliver to Lender confirmation, in form and
          substance satisfactory to Lender, that all conditions to Defeasance
          have been met from any applicable Rating Agency that has required as a
          condition to Defeasance that such conditions have been met.

          (c) PURCHASE OF U.S. GOVERNMENT SECURITIES. In connection with the
Defeasance of this Note, Borrower hereby appoints Lender as its agent and
attorney-in-fact for the purpose of using the Defeasance Deposit to purchase
U.S. Government Securities (which purchases, if made by Lender, shall be made on
an arms-length basis at then prevailing market rates) which provide payments on
or prior to, but as close as possible to, all successive Payment Dates after the
Defeasance Date (including the outstanding principal balance of this Note due on
the Maturity Date), and in amounts equal to the full amounts due on each Payment
Date under this Note ("SCHEDULED DEFEASANCE PAYMENTS"). Borrower, pursuant to
the Security Agreement or other appropriate document, shall irrevocably
authorize and direct that the payments received from the U.S. Government
Securities may be made directly to Lender and applied to satisfy the obligations
of the Borrower under this Note. In connection with the Defeasance of the Loan,
any portion of the Defeasance Deposit in excess of the amount necessary to
purchase the U.S. Government Securities required by this Section 2.05(c) and
satisfy Borrower's obligations under Section 2.05 shall be remitted to Borrower.
Any amounts received in payment on the U.S. Government Securities in excess of
the amounts necessary to make monthly payments pursuant to Section 2 (including
payments due on the Maturity Date) shall treated in accordance with the terms of
Section 2.04 hereof.

          (d) SUCCESSOR BORROWER OPTION. If requested by Borrower, in connection
with a Defeasance of the Loan, Lender, at Borrower's expense, shall establish or
designate one or more successor entities ("SUCCESSOR BORROWER") and Borrower
shall transfer and assign all obligations, rights and duties under and to this
Note, together with the pledged U.S. Government Securities to the Successor
Borrower. The obligation of the Lender to establish or designate a Successor
Borrower shall be retained by the original Lender named herein notwithstanding
the sale or transfer of this Loan unless such obligation is specifically assumed
by the transferee. The Successor Borrower shall assume in writing the
obligations under this Note, the Security Agreement and the other Loan

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Documents, by agreements in form and substance satisfactory to Lender, whereupon
Borrower shall be relieved of its obligations thereunder. Borrower shall pay
$1,000 to any such Successor Borrower as consideration for assuming Borrower's
obligations under the Note and the Security Agreement. Notwithstanding anything
in this Note or the Security Instrument to the contrary, no other assumption fee
shall be payable upon a transfer of this Note in accordance with this Section
2.05(d), but Borrower shall pay all out-of-pocket costs and expenses incurred by
Lender, including Lender's reasonable attorneys fees and expenses, incurred in
connection therewith.

          (e) REPAYMENT UPON DEFAULT. If all or any part of the principal amount
of this Note is prepaid upon acceleration of this Note following the occurrence
of an Event of Default prior to the Optional Prepayment Date, then, in addition
to such principal payment, Borrower shall be required to make such payments
("YIELD MAINTENANCE PAYMENTS") in an amount equal to the greater of (i) one
percent (1%), or (ii) the excess, if any, of (A) the aggregate respective
present values of all scheduled interest and principal payments payable on each
Payment Date in respect of this Note for the period from the date of such
prepayment upon acceleration to the Maturity Date, discounted monthly at a rate
equal to the Treasury Constant Maturity Yield Index (defined below) and based on
a 360-day year of twelve 30-day months over (B) the then current outstanding
principal amount of this Note. For purposes hereof, "Treasury Constant Maturity
Yield Index" shall mean the average yield for "This Week" as reported by the
Federal Reserve Board in Federal Reserve Statistical Release H.15(519) ("FRB
RELEASE") published during the second full week preceding the Prepayment Date
for instruments having a maturity coterminous with the remaining term of this
Note. In the event the FRB Release is no longer published, Lender shall select a
comparable publication to determine the Treasury Constant Maturity Yield Index.
If there is no Treasury Constant Maturity Yield Index for instruments having a
maturity coterminous with the remaining term of this Note, then the weighted
average yield to maturity of the Treasury Constant Maturity Yield Indices with
maturities next longer and shorter than such remaining average life to maturity
shall be used, calculated by averaging (and rounding upward to the nearest whole
multiple of 1/100 of 1% per annum, if the average is not such a multiple) the
yields of the relevant Treasury Constant Maturity Yield Indices (rounded, if
necessary, to the nearest 1/100 of 1% with any figure of 1/200 of 1% or above
rounded upward). The Yield Maintenance Payments to be paid in connection with
any prepayment under this Section 2.05(e) shall be determined by Lender and
shall be conclusive and binding on Borrower (absent manifest error). For
purposes of this Section 2.05(e), the unpaid principal amount due on this Note
on the date of prepayment shall be determined after giving effect to any payment
of scheduled amortization made on such date.

          (f) RELEASE OF THE MORTGAGED PROPERTY. No repayment, prepayment or
Defeasance of all or any portion of this Note shall cause, give rise to a right
to require, or otherwise result in, the release of the real or personal property
subject to the lien or mortgage created by the Security Instrument (referred to
in this Section 2.05(f) as "MORTGAGED PROPERTY"), except as follows:

               (i) If Borrower has elected Defeasance, and the requirements of
          Section 2.05(b) have been satisfied, the Mortgaged Property shall be
          released from the lien and mortgage created by the Security
          Instrument, whereupon the U.S. Government Securities pledged pursuant

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          to the Security Agreement shall be the sole source of Borrower's
          collateral securing this Note. The Security Instrument shall otherwise
          remain in full force and effect as to provisions not pertaining to the
          Mortgaged Property, subject to Section 2.05(d) above.

               (ii) In connection with the release of the Mortgaged Property
          contemplated in this Section 2.05(f), Borrower shall submit to Lender,
          not less than thirty (30) days prior to the Defeasance Date, a release
          of the Mortgaged Property (and related Loan Documents approved by
          Lender) for execution by Lender which shall be in a form appropriate
          in the applicable state and otherwise satisfactory to Lender in its
          reasonable discretion, along with all other documentation Lender
          reasonably requires to be delivered by Borrower in connection with
          such release (collectively, "RELEASE INSTRUMENTS"), together with a
          certification from Borrower, in form and substance satisfactory to
          Lender, certifying that such documentation (A) is in compliance with
          all Legal Requirements, and (B) will effect such releases in
          accordance with the terms of this Section 2.05.

     3. SECURITY; LOAN DOCUMENTS. The indebtedness evidenced by this Note and
the obligations created hereby (including without limitation the amounts
authorized by Section 4 to be collected by Lender and the Prepayment
Consideration when due hereunder) are secured by, among other things, a first
mortgage, security interest and lien on certain real and personal property
collateral of Borrower, tangible and intangible, as described more particularly
in that certain Deed of Trust and Security Agreement ("SECURITY INSTRUMENT")
from Borrower to Lender, dated as of date hereof. The Security Instrument
together with this Note and all other documents to or of which Lender is a party
or a beneficiary now or hereafter evidencing, securing, guarantying, modifying
or otherwise relating to the indebtedness evidenced hereby, and all extensions,
renewals and modifications thereof, are collectively referred to herein as the
"LOAN DOCUMENTS."

     4. DEFAULT.

     4.01 EVENT OF DEFAULT. The occurrence of any of the following shall
constitute an event of default ("EVENT OF DEFAULT") under this Note: (a) if any
payment of principal and interest or any other payment required under this Note
is not received by Lender on the date such payment is due (except that no grace
period is provided for the payment of principal and interest due on the Maturity
Date or upon acceleration of indebtedness following the occurrence of an Event
of Default); or (b) if any default should occur under any of the other Loan
Documents which is not fully cured following applicable notice or prior to the
expiration of any applicable grace or cure period. Upon the occurrence of an
Event of Default, at Lender's option, the outstanding principal balance of this
Note, together with all unpaid interest accrued thereon and all other sums dues
hereunder or under any other of the other Loan Documents, shall, without notice
or prior demand, immediately become due and payable.

     4.02 LATE CHARGES. If any payment is not received by Lender on or before
the date on which such payment originally was due (as such due date may be
extended by applicable grace period, if any), then, in addition to any default
interest payments due hereunder, Borrower also shall pay to Lender a late charge
in an amount equal to five percent (5.0%) of the amount of such overdue payment

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to defray the expenses incurred by Lender in handling and processing such
delinquent payment and to compensate Lender for the loss of the use of the
delinquent payment. Such late charge shall be immediately due and payable,
without notice or demand therefor.

     4.03 DEFAULT INTEREST RATE. If this Note is not paid in full on or before
the Maturity Date or the date on which the due date of the indebtedness has been
accelerated pursuant to the provisions hereof, the unpaid principal and accrued
interest and other amounts then due shall bear interest at a rate per annum
("DEFAULT INTEREST RATE") equal to the lesser of (a) five percent (5.0%) in
excess of the Interest Rate or (b) the maximum rate of interest, if any, which
may be charged or collected from Borrower under applicable law. In addition,
Lender shall have the right, without acceleration of the indebtedness, to
collect interest at the Default Interest Rate on any payment due hereunder
(including without limitation late charges and fees for legal counsel) which is
not received by Lender on or before the date on which such payment originally
was due (as such due date may be extended by applicable grace period, if any).
Interest at the Default Interest Rate shall be immediately due and payable from
the due date specified herein and shall accrue until all Events of Default have
been fully cured or full payment is received, as applicable.

     4.04 INTEREST ON JUDGMENTS. Interest shall accrue on any judgment obtained
by Lender in connection with the enforcement or collection of this Note until
such judgment amount is paid in full at a rate equal to the greater of (a) the
Default Interest Rate or (b) the legal rate applicable to judgments within such
jurisdiction; provided, however, that interest shall not accrue at a rate in
excess of the maximum rate of interest, if any, which may be charged or
collected from Borrower under applicable law.

     4.05 CUMULATIVE REMEDIES; ATTORNEY FEES. The remedies of Lender in this
Note and in the other Loan Documents, or at law or in equity, shall be
cumulative and concurrent, and may be pursued singly, successively or together
in Lender's sole discretion and as often as occasion therefor shall arise. If
Borrower's obligations under this Note or any of the other Loan Documents are
enforced by Lender through an attorney-at-law, or any payment due under this
Note or the other Loan Documents is collected by or through an attorney-at-law
or collection agency, Borrower agrees to pay all costs incurred by Lender in
connection therewith, including, but not limited to, reasonable fees and
disbursements of legal counsel (whether with respect to a retained firm or
Lender's in-house staff) and collection agency costs, whether or not suit be
brought. No provision of this Section 4 shall be construed as an agreement or
privilege to extend the date on which any required payment is due (subject to
the applicable grace period, if any), nor as a waiver of any other right or
remedy accruing to Lender by reason of the occurrence of an Event of Default.
The payments required under this Section 4 shall be in addition to, and shall in
no way limit, any other rights and remedies provided for in this Note or any of
the other Loan Documents, nor any other remedies provided by law or in equity,
and shall be added to the principal evidenced by this Note and deemed secured by
the Security Instrument and other Loan Documents.

     5. LIMITATIONS ON RECOURSE. Notwithstanding anything to the contrary
contained in this Note, the liability of Borrower and of any general partner,
principal or member of Borrower to pay the indebtedness evidenced by this Note
and for the performance of the other agreements, covenant and obligations

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contained herein and in the other Loan Documents shall be limited as set forth
in Article 15 of the Security Instrument.

     6. NO USURY. This Note is subject to the express condition that at no time
shall Borrower be required or obligated to pay interest (or any other amount
agreed to be paid hereunder which shall be deemed to be interest) at a rate
which would subject Lender to either civil or criminal liability as a result of
being in excess of the maximum interest rate which Borrower is permitted by
applicable law to pay. If, from any circumstance whatsoever, Borrower is at any
time required or obligated to pay interest (or any other amount agreed to be
paid hereunder shall be deemed to be interest) at a rate in excess of such
maximum rate, then the amount to be paid immediately shall be reduced to such
maximum rate, and, as required by applicable law, all previous payments in
excess of such maximum shall be deemed to have been payments, in reduction of
the principal balance owing under this Note in the inverse order of maturity
(whether or not then due) or, at the option of Lender, be paid over to Borrower
and not to the payment of interest. All sums paid or agreed to be paid to Lender
for the use, forbearance or detention of the indebtedness evidenced hereby
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full stated term of this Note until payment
in full so that the rate or amount of interest on account of said indebtedness
does not exceed the maximum lawful rate of interest from time to time in effect
and applicable to this Note for so long as the Note is outstanding. This Section
will control all agreements between Borrower and Lender in connection with this
Note.

     7. GENERAL CONDITIONS.

     7.01 NO WAIVER BY LENDER. No failure to accelerate the debt evidenced
hereby nor failure or delay in exercising any other right or remedy upon the
occurrence of an Event of Default hereunder, or any acceptance of a partial or
past due payment, or indulgences granted from time to time shall be construed
(a) as a novation of this Note or as a reinstatement of the indebtedness
evidenced hereby, (b) as a waiver or impairment of Lender's right of
acceleration or any other right or remedy available to Lender upon the
occurrence of an Event of Default, or (c) as a waiver of Lender's right
thereafter to insist upon strict compliance with the terms of this Note or any
of the other Loan Documents; and Borrower hereby expressly waives the benefit of
any statute or rule of law or equity now provided, or which may hereafter be
provided, which would produce a result contrary to or in conflict with the
foregoing. No extension of the time for payment of any amount due under this
Note or under any of the other Loan Documents made by Lender's agreement with
any person now or hereafter liable for the payment thereof shall operate to
release, discharge, modify, change or affect the original liability of Borrower
under this Note or any such other person, either in whole or in part unless
Lender agrees otherwise in writing.

     7.02 BORROWER'S WAIVERS. Borrower, for itself and all others who may become
liable for payment of all or any part of the indebtedness evidenced by this
Note, hereby waives presentment for payment, demand, protest, and notice of
dishonor, protest, nonpayment, demand, intent to accelerate, and acceleration.
Borrower, for itself and all others who may become liable for payment of all or
any part of the indebtedness evidenced by this Note, hereby further waives and
renounces, to the fullest extent permitted by law, all rights to the benefits of
any moratorium, reinstatement, marshaling, forbearance, valuation, stay,
extension, redemption, appraisement, exemption and homestead now or hereafter

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provided by the Constitution and laws of the United States of America and of
each state thereof, both as to party and property (real and personal), against
the enforcement and collection of the obligations evidenced by this Note or the
other Loan Documents.

     7.03 UNCONDITIONAL PAYMENT. If any payment received by Lender hereunder
shall be deemed by a court of competent jurisdiction to have been a voidable
preference or fraudulent conveyance under any bankruptcy, insolvency or other
debtor relief law, then the obligation to make such payment shall survive any
cancellation or satisfaction of this Note or return thereof to Borrower and
shall not be discharged or satisfied with any prior payment thereof or
cancellation of this Note, but shall remain a valid and binding obligation
enforceable in accordance with the terms and provisions hereof, and such payment
shall be immediately due and payable upon demand. No release of any security for
this Note or any party liable for payment of this Note shall release or affect
the liability of Borrower or any other party who may become liable for payment
of all or any part of the indebtedness evidenced by this Note. Lender may
release any guarantor, surety or indemnitor of this Note from liability, in
every instance without the consent of Borrower hereunder and without waiving any
rights which Lender may have hereunder or under any of the other Loan Documents
or under applicable law or in equity.

     7.04 AUTHORITY. Borrower represents that Borrower has full power, authority
and legal right to execute, deliver and perform its obligations pursuant to this
Note, that the execution, delivery and performance of this Note has been duly
authorized, that the person executing this Note on Borrower's behalf has
authority to do so, and that this Note, once executed by Borrower, constitutes
the valid and binding obligation of Borrower, enforceable in accordance with its
terms.

     7.05 NEGOTIABLE INSTRUMENT. Borrower agrees that this Note shall be deemed
a negotiable instrument, even though this Note, absent this paragraph, may not
otherwise qualify as a negotiable instrument under applicable law.

     7.06 SALE OF LOAN BY LENDER. Lender shall have the right to transfer, sell
or assign this Note, the Security Instrument and the other Loan Documents, and
the Obligations hereunder.

     8. MISCELLANEOUS.

     8.01 NOTICES. All notices and other communications under this Note or under
the other Loan Documents are to be in writing, addressed to the respective party
as set forth in this section, and shall be deemed to have been duly given (a)
upon delivery, if delivered in person with receipt acknowledged by the recipient
thereof, (b) one (1) business day after having been deposited for overnight
delivery, fee prepaid, with any reputable overnight courier service, or (c)
three (3) business days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested. Initial
addresses for each party are as follows:

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         Borrower:        CTG BUILDING CO.
                          c/o Capital Title Group, Inc.
                          1455 North Scottsdale Road, Suite 320
                          Scottsdale, Arizona 85254

         Lender:          GMAC Commercial Mortgage Corporation
                          650 Dresher Road
                          P. O. Box 1015
                          Horsham, Pennsylvania 19044-8015
                          Attn: Servicing - Executive Vice President

Each party may establish a new address from time to time by written notice to
the other given in accordance with this section; provided, however, that no such
change of address will be effective until written notice thereof is actually
received by the party to whom such change of address is sent. Notice to
additional parties now or hereafter designated by a party entitled to notice are
for convenience only and are not required for notice to a party to be effective
in accordance with this section.

     8.02 ENTIRE AGREEMENT; TIME OF ESSENCE. This Note, together with the other
Loan Documents and Lender's commitment letter to Borrower, contain the entire
agreements between Borrower and Lender relating to the subject matter hereof and
thereof, and supercede all prior discussions and agreements (oral or written)
relative hereto and thereto which are not contained herein or therein. Borrower
represents and warrants that it is not relying on any promises, covenants,
representations or agreements in connection with this Note or the other Loan
Documents, other than as expressly set forth herein or therein. In the event of
any conflict between the terms of the Loan Documents, the following order of
priority shall be used to resolve such conflict: The Note shall control over the
Security Instrument and the Security Instrument shall control over all other
Loan Documents. Time is of the essence with respect to all provisions of this
Note. Terms not otherwise defined herein shall have the meanings set forth in
the Security Instrument.

     8.03 MODIFICATION. This Note and any of the other Loan Documents may not be
changed, waived, supplemented, discharged or terminated orally or by any act or
failure to act on the part of Borrower or Lender, except by an agreement in
writing signed by the party against whom enforcement thereof is sought and then
only to the extent expressly set forth in such writing. No person other than a
duly authorized officer or agent of Lender shall be deemed an agent of Lender
nor have any authority to waive, modify, supplement or terminate in any manner
whatsoever any of the terms of this Note.

     8.04 BINDING EFFECT; JOINT AND SEVERAL OBLIGATIONS. The terms and
provisions of this Note and the other Loan Documents shall be binding upon and
inure to the benefit of Borrower and Lender and their respective heirs,
executors, legal representatives, successors and assigns, whether by voluntary
action of the parties or by operation of law. The foregoing shall not be
construed, however, to alter any limitations or restrictions applicable to
Borrower under the other Loan Documents. If Borrower consists of more than one
person or entity, each shall be jointly and severally liable to perform the
obligations of Borrower under this Note and the other Loan Documents.

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     8.05 UNENFORCEABLE PROVISIONS. Any provision of this Note or the other Loan
Documents which may be determined by competent authority to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

     8.06 AMBIGUITY AND CONSTRUCTION OF CERTAIN TERMS. Neither this Note nor any
uncertainty or ambiguity herein shall be construed or resolved against Lender by
virtue of the fact that such document has originated with Lender as drafter.
Borrower acknowledges that it has reviewed this Note and has had the opportunity
to consult with counsel on same. This Note, therefore, shall be construed and
interpreted according to the ordinary meaning of the words used so as to fairly
accomplish the purposes and intentions of the parties hereto. All personal
pronouns used herein, whether used in the masculine, feminine or neuter gender,
shall be deemed to include all other genders; the singular shall include the
plural and vice versa. Titles of articles and sections are for convenience only
and in no way define, limit, amplify or describe the scope or intent of any
provisions hereof. "Herein," "hereof" and "hereunder" and other words of similar
import refer to this Note as a whole and not to any particular section,
paragraph or other subdivision; "SECTION" refers to the entire section and not
to any particular subsection, paragraph of other subdivision. Reference to days
for performance shall mean calendar days unless Business Days are expressly
indicated.

     8.07 GOVERNING LAW. This Note and the other Loan Documents shall be
interpreted, construed and enforced according to the laws of the state in which
the real property encumbered by the Security Instrument is located (without
giving effect to its conflict of laws rules).

     8.08 CONSENT TO JURISDICTION. Borrower and Lender, by its acceptance of
this Note, agree and consent to the exclusive jurisdiction and venue of any
state or federal court sitting in the county and state where the real property
encumbered by the Security Instrument is located with respect to any legal
action, proceeding, or controversy between them and hereby expressly waive any
and all rights under applicable law or in equity to object to the jurisdiction
and venue of said courts. Borrower further irrevocably consents to service of
process by certified mail, return receipt requested, to Borrower at the address
for Borrower last provided to Lender in accordance with the notice provision of
this Note and agrees that such service shall be effective ten (10) days after
mailing. Nothing herein shall, however, preclude or prevent Lender from bringing
any one or more actions against Borrower in any other jurisdiction as may be
necessary to enforce or realize upon the Collateral (as defined in the Security
Instrument) or other collateral provided for this Note.

     8.09 WAIVER OF JURY TRIAL. BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHT BORROWER MAY HAVE TO TRIAL BY JURY IN ANY LEGAL
ACTION, PROCEEDING, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE,
RELATING DIRECTLY OR INDIRECTLY TO THE INDEBTEDNESS EVIDENCED BY THIS NOTE; THE

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APPLICATION OR COMMITMENT FOR THE LOAN EVIDENCED BY THIS NOTE; THE
INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS NOTE
OR ANY OF THE OTHER LOAN DOCUMENTS; OR ANY ACTS OR OMISSION OF LENDER, ITS
OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION WITH ANY OF THE
FOREGOING.

     (x) TAX IDENTIFICATION NUMBER. Borrower represents and warrants that its
current tax identification number is: __________________.

     (xi) BORROWER AGREES THAT THE WRITTEN AGREEMENTS EVIDENCED BY THIS NOTE AND
THE OTHER SECURITY DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.

                  [Remainder of page intentionally left blank.]


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     IN WITNESS WHEREOF, Borrower has executed this Note under seal as of the
date first above written.

                                        BORROWER:

                                        CTG BUILDING CO.,
                                        an Arizona corporation


                                        By:
                                           -------------------------------------
                                           Donald R. Head


PAY TO THE ORDER OF _________________________________, WITHOUT RECOURSE.


                                        GMAC COMMERCIAL MORTGAGE CORPORATION


                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------
                                        Date:
                                             -----------------------------------