MULTIFAMILY NOTE


US$8,640,000.00                                                 Tucson, Arizona


                                                               October __, 1997


     FOR VALUE RECEIVED, the undersigned promise to pay Citicorp Real Estate,
Inc. or order, the principal sum of Eight Million Six Hundred Forty Thousand
Dollars and No/100 (US $8,640,000.00), with interest on the unpaid principal
balance from the date of this Note, until paid, at the rate of seven and forty
eight one hundredths percent (7.48%) per annum ("Interest Rate"). The principal
and interest shall be payable at c/o Criimi Mae Inc., Loan Administration, 11200
Rockville Pike, Rockville, MD 20852, or such other place as the holder hereof
may designate in writing, in consecutive monthly installments of Sixty Thousand
Two Hundred Ninety Three 85/100 Dollars (US $60,923.85) on the first day of each
month beginning December 1, 1997, (herein "amortization commencement date"),
until the entire indebtedness evidenced hereby is fully paid, except that any
remaining indebtedness, if not sooner paid, shall be due and payable on November
1, 2007 (the "Maturity Date").

     If any installment under this Note is not paid when due, the entire
principal amount outstanding hereunder and accrued interest thereon shall at
once become due and payable, at the option of the holder hereof. The holder
hereof may exercise this option to accelerate during any default by the
undersigned regardless of any prior forbearance. In the event of any default in
the payment of this Note, or any other payment due under the Instrument or any
other Loan Document (as such terms are hereinafter defined), and if the same is
referred to an attorney at law for collection or any action at law or in equity
is brought with respect hereto, the undersigned shall pay the holder hereof all
reasonable expenses and costs, including, but not limited to, attorneys' fees.

     If any installment under this Note, including the installment due at
maturity, is not received by the holder hereof within ten (10) calendar days
after the installment is due, the undersigned shall pay to the holder hereof a
late charge of the greater of (a) US $250.00 or (b) five percent (5%) of such
installment (collectively, the "Late Charge"), such late charge is to be
immediately due and payable without demand by the holder hereof and is to
reimburse Lender for the administrative expense incurred by Lender in connection
with such late payment. If any installment under this Note or any other monetary
payment due under this Note, the Instrument or any other Loan Document,
including the installment due at maturity, remains past due for ten (10)
calendar days or more, the outstanding principal balance of this Note shall bear
interest during the period in which the undersigned is in default at a rate of
the Interest Rate plus five (5%) percent per annum, or if there shall exist any
non-monetary default under this Note, the Instrument or any other Loan Document
which remains uncured for the later of (i) ten (10) calendar days or (ii) the
expiration of any applicable grace or cure period specifically provided in the
Instrument, the outstanding principal balance of this Note shall bear interest
during the period the undersigned is in default at a rate of the Interest Rate
plus two percent (2%) per annum, or, if such increased rate of interest may not
be collected from the undersigned under applicable law, then at the maximum
increased rate of interest, if any, which may be collected from the undersigned
under applicable law (the "Default Rate").

     From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein, in the Instrument or in any other Loan Document without affecting the
guaranty of any person, corporation, partnership or other entity for payment of
the outstanding principal balance of this Note, without giving notice to or
obtaining the consent of the undersigned, the successors or assigns of the
undersigned or guarantors, and without liability on the part of the holder
hereof, the holder hereof may, at the option of the holder hereof, extend the
time for payment of said outstanding principal balance or any part thereof,
reduce the payments thereon, release anyone liable on any of said outstanding
principal balance accept a renewal of this Note, modify the terms and time of
payment of said outstanding principal balance, join in any extension or
subordination agreement, release any security given herefor, take or release
other or additional security, and agree in writing with the undersigned to
modify the rate of interest or period of amortization of this Note or change the
amount of the monthly installments payable hereunder.

     Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint
and several obligation of all makers, sureties, guarantors, and endorsers, and
shall be binding upon them and their successors and assigns.

     The indebtedness evidenced by this Note is secured by, among other things,
that certain Multifamily Deed of Trust, Assignment of Rents, Security Agreement
and Fixture Filing (the "Instrument"), executed by the undersigned, encumbering
real property more particularly described therein (the "Property"), dated of
even date herewith, and reference is made thereto for rights as to acceleration
of the indebtedness evidenced by this Note. Said Instrument covers Property
known as Sunrise Ridge Apartments. This Note shall be governed by the law of the
jurisdiction in which the Property is located.

     This Note may be prepaid whether voluntarily or involuntarily (except as
hereinafter provided), and including any acceleration by the holder hereof) in
whole (but not in part) upon not less than forty five (45) days and not more
than ninety(90) days prior written notice by the undersigned to the holder
hereof and the simultaneous payment by the undersigned to the holder hereof of
the following prepayment premiums (the "Prepayment Premium"):

          (i)  In the event of a prepayment of this Note on or before October
               31, 2000, the Prepayment Premium shall be equal to three percent
               (3%) of the then unpaid principal balance hereof plus the
               interest which would have accrued on the amount of such
               prepayment during the full calendar month within which such
               prepayment is made;

          (ii) In the event of a prepayment of this Note on or after November 1,
               2000, and on or before October 31, 2003, the Prepayment Premium
               shall be equal to two percent (2%) of the then unpaid principal
               balance plus the interest which would have accrued on the amount
               of such prepayment during the full calendar month within which
               such prepayment is made;

         (iii) In the event of a prepayment of this Note on or after November
               1, 2003, and on or before October 31, 2006, the Prepayment
               Premium shall be equal to one (1%) percent of the then unpaid
               principal balance plus the interest which would have accrued on
               the amount of such prepayment during the full calendar month
               within which such prepayment is made;

          (iv) In the event of a prepayment of this Note on or after November 1,
               2006, there shall be no Prepayment Premium accrued.


<PAGE>

Notwithstanding anything herein contained to the contrary, any permitted
prepayment of this Note during the prepayment prohibition period may only be
made together with all interest and any other sums due under this Note, the
Instrument or any other Loan Document.

     Except as otherwise specified in the Deed of Trust, the undersigned shall
pay the Prepayment Premium due under this Note whether the prepayment is
voluntary or involuntary (in connection with the holder hereof's acceleration of
the unpaid principal balance of this Note) or the Instrument is satisfied or
released by foreclosure (whether by power of sale or judicial proceeding), deed
in lieu of foreclosure or by any other means. Notwithstanding any other
provision herein to the contrary, the undersigned shall not be required to pay
any Prepayment Premium in connection with any prepayment occurring as a result
of the application, in inverse order of maturity of insurance proceeds or
condemnation awards under the Instrument.

     The contracted for rate of interest of the loan evidenced hereby shall
consist of, without limitation, the following:

          (a) The Interest Rate, calculated and applied to the principal balance
     of this Note in accordance with the provisions of this Note and the
     Instrument;

          (b) The Late Charge and/or Default Rate calculated and applied to the
     principal balance of this Note in accordance with the provisions of this
     Note and the Instrument;

          (c) The Prepayment Premium calculated in accordance with the
     provisions of this Note; and

          (d) All Additional Sums (as hereinafter defined), if any.

The undersigned agrees to pay an effective contracted for rate of interest which
is the sum of the Interest Rate referred to in clause (a) above, plus any
additional rate of interest resulting from the application of the Late Charge,
the Default Rate referred to in clause(b) above, plus the Prepayment Premium
referred to in clause(c) above, and the Additional Sums, if any, referred to in
clause(d) above.

     All fees, charges, goods, things in action or any other sums or things of
value (other than the interest resulting from the Interest Rate and the Default
Rate), paid or payable by the undersigned or any member of the undersigned
(collectively, the "Additional Sums"), whether pursuant to this Note or any
other document or instrument in any way pertaining to this lending transaction,
or otherwise with respect to this lending transaction, that, under the laws of
the State of Arizona, may be deemed to be interest with respect to this lending
transaction, for the purpose of any laws of the State of Arizona that may limit
the maximum amount of interest to be charged with respect to this lending
transaction, shall be payable by the undersigned as, and shall be deemed to be,
additional interest, and for such purposes only, the agreed upon and "contracted
for rate of interest" of this lending transaction shall be deemed to be
increased by the rate of interest resulting from the Additional Sums. The
undersigned and its members understand and believe that this lending transaction
complies with the usury laws of the State of Arizona and with the usury laws of
all other jurisdictions, to the extent such laws are applicable hereto;
provided, however, in the event that any interest or other charges in connection
with this lending transaction are ever determined in a final judgment by a court
of competent jurisdiction to exceed the maximum amount permitted by law, then
the undersigned agrees that (a) the amount of interest or charges payable
pursuant to this lending transaction shall be reduced to the maximum amount
permitted by law and (b) any excess amount previously collected from Borrower in
connection with this lending transaction that exceeded the maximum amount
permitted by law, shall be credited against the principal balance of this Note
then outstanding and/or the Prepayment Premium. If the outstanding principal
balance hereunder and the Prepayment Premium has been paid in full, the excess
amount paid shall be refunded to the undersigned and the undersigned agrees to
accept such refund.

     Subject to the qualifications set forth below, the undersigned and its
general partner shall be fully and personally liable for the payment and
performance of all of the obligations, covenants and agreements of the
undersigned under this Note, the Instrument, the Assignment of Leases and Rents
(herein so called), dated of even date herewith, and executed by the undersigned
to the holder hereof, the Unsecured Environmental Indemnity Agreement (herein so
called), dated of even date herewith, and executed by the undersigned and the
holder hereof, and all other instruments and documents evidencing, securing or
governing the terms of the loan (the "Loan") evidenced by this Note
(collectively, the "Loan Documents"), including, without limitation, the timely
payment of all principal, interest and premium, if any, to the full extent (but
only to the extent) of all the Property and any other items, property or amounts
which are collateral or security for the Loan. Notwithstanding the foregoing and
except as set forth below, so long as the holder's rights of recourse to the
Property are not suspended, reduced or impaired by or as a result of any act,
omission or misrepresentation of the undersigned or any other party now or
hereafter liable for any part of the Loan and accrued interest hereon, or by or
as a result of any case, action, suit or proceeding to which the undersigned or
any such other party, voluntarily becomes a party, if a default occurs in the
timely and proper payment of any portion of such indebtedness or in the timely
performance of any obligations, agreements or covenants under any of the Loan
Documents, neither the undersigned nor any partner of the undersigned shall be
personally liable for the repayment of any of the principal of, interest on, or
prepayment fees or late charges, or other charges or fees due in connection with
the Loan, the performance of any covenants of the undersigned under this Note,
or any of the other Loan Documents or for any deficiency judgment which the
holder hereof may obtain after default by the undersigned. Notwithstanding the
foregoing provision of this paragraph or any other agreement, the undersigned
shall be fully and personally liable for any and all; (1) liabilities, costs,
losses, damages, expenses or claims (including, without limitation any reduction
in the value of the Property or any other items, property or amounts which are
collateral or security for the Loan) suffered or incurred by the holder hereof
by reason of or in connection with (a) any fraud or misrepresentation by the
undersigned in connection with the Loan, including but not limited to any
misrepresentation of the undersigned contained in any Loan Document, (b) any
failure to pay taxes, insurance premiums (except to the extent that such taxes
and insurance premiums are then held by the holder hereof), assessments, charges
for labor or materials or other charges that can create liens on any portion of
the Property, (c) any misapplication of (i) proceeds of insurance covering any
portion of the Property, or (ii) proceeds of the sale or condemnation of any
portion of the Property, (d) any rentals, income, profits, issues and products
received by or on behalf of the undersigned subsequent to the date on which the
holder hereof gives written notice that a default has occurred under the Loan
and not applied to the payment of principal or interest due under this Note or
the payment of operating expenses (excluding any operator's, manager's, or
developer's fee payable to the undersigned or any affiliate of the undersigned)
of the Property, (e) any failure to maintain, repair or restore the Property in
accordance with any Loan Document, to the extent not covered by insurance
proceeds made available to the holder hereof, (f) any failure by the undersigned
to deliver to the holder hereof all unearned advance rentals and security
deposits paid by tenants of the Property received by or on behalf of the
undersigned, and not refunded to or forfeited by such tenants, (g) any failure
by the undersigned to return to, or reimburse the holder hereof for, all
personalty taken from the Property by or on behalf of the undersigned, except in
accordance with the provisions of the Instrument, and (h) any and all
indemnities given by the undersigned to the holder hereof set forth in the
Unsecured Environmental Indemnity Agreement or any other Loan Document in
connection with any environmental matter relating to the Property; and (2) court
costs and all attorneys' fees provided for in any Loan Document. Furthermore, no
limitation of liability or recourse provided above in this paragraph shall (x)
apply to the extent that the Lender's rights of recourse to the Property are
suspended, reduced or impaired by or as a result of any act, omission or
misrepresentation of the Borrower or any other party now or hereafter liable for
any part of the Loan and accrued interest

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<PAGE>

thereon, or by or as a result of any case, action, suit or interest thereon, or
by or as a result of any case, action, suit or proceeding to which the Borrower
or any such other party, voluntarily becomes a party; or (y) constitute a
waiver, forfeiture, abrogation or limitation of or on any right accorded by any
law establishing a debtor relief proceeding, including, but not limited to,
Title 11, U.S. Code, which rights provides for the assertion in such debtor
relief proceeding of a deficiency arising by reason of the insufficiency of
collateral notwithstanding an agreement of the holder hereof not to assert such
deficiency.

     THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHT THE UNDERSIGNED MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE, THE
INSTRUMENT, ANY OTHER LOAN DOCUMENT, ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.

     The holder hereof shall have the right to assign, in whole or in part, this
Note, the Instrument and any other Loan Document and all of its rights hereunder
and thereunder, and all of the provisions herein and therein shall continue to
apply to the Loan. The holder hereof shall have the right to participate the
Loan with other parties.

     Interest on the principal sum of this Note shall be calculated on the basis
of the actual number of days elapsed over a year consisting of 360 days.
Interest on this Note shall be paid in arrears.

     The undersigned shall pay the holder hereof, in advance, on the date
hereof, interest only on the outstanding principal balance of this Note, at the
interest rate first mentioned above, from the date hereof through and including
the last day of the calendar month in which this Note is executed.

     Executed as of the date set forth above.



                                     Sunrise Ridge, L.L.C.,
                                     a Delaware limited liability company

                                     By:  Sunrise Ridge Holding, Inc.
                                                  Managing Member

                                     By: /s/ SHERRY WILZIG IZAK
                                         -------------------------------------
                                         Name: Sherry Wilzig Izak
                                         Title: Chairman and CEO



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