PROMISSORY NOTE

$105,000,000                                      June ____, 1998

          FOR VALUE RECEIVED, the undersigned, EPT DOWNREIT II,
INC., a Missouri corporation ("MAKER"), promises to pay to the
order of ARCHON FINANCIAL, L.P., a Delaware limited partnership,
its successors and assigns ("HOLDER"), on or before the Stated
Maturity Date at such place as Holder may from time to time
designate in writing, the principal sum of ONE HUNDRED FIVE
MILLION AND NO/100 DOLLARS ($105,000,000) in lawful money of the
United States of America, together with interest thereon, from
the date of disbursement of the aforesaid principal sum until
payment in full at the Interest Rate (as defined in the Loan
Agreement (hereinafter defined)) (based upon a year of three
hundred sixty (360) days for the actual number of days elapsed)
to be paid in lawful money of the United States of America.  Such
interest is to be paid in accordance with the Loan Agreement
(hereinafter defined).  The whole of the principal sum and
interest hereunder shall become due and payable at the option of
Holder after an Event of Default.

          Except as otherwise defined or limited herein,
capitalized terms used herein shall have the meanings ascribed to
them in that certain Loan Agreement (the "LOAN AGREEMENT"), dated
as of the date hereof, by and between Maker and Holder.  This is
the Note referred to in the Loan Agreement (hereinafter referred
to as the "NOTE").

     1.   SECURITY FOR THE LOAN.

          This Note is secured by, among other things, the
Mortgaged Properties, including all assets of Maker related
thereto, pursuant to the Mortgages encumbering the Land (as
defined in the Mortgages) and Improvements and granting a Lien on
and security interest in certain other property described
therein.

     2.   EVENTS OF DEFAULT.

          The entire indebtedness evidenced by this Note (the
"DEBT") or any portion thereof, shall without notice, except such
notice as is required under the terms of any Loan Document,
become immediately due and payable at the option of Holder,
unless otherwise specified under the applicable Loan Document, if
an Event of Default shall have occurred and be continuing.  In
the event that Holder retains counsel to collect all or any part
of the Debt, or to protect, or foreclose the security provided in
connection herewith, Maker agrees to pay reasonable costs of
collection incurred by Holder, including reasonable attorneys'
fees.







     3.   DEFAULT INTEREST RATE.

          Maker does hereby agree that, if an Event of Default
shall have occurred and is continuing, Maker shall pay interest
at the Default Rate on the outstanding amount of the Note and due
but unpaid interest thereon, upon demand from time to time, to
the extent permitted by applicable law. 

     4.   AUTHORITY.

          Maker represents that it has full power, authority and
legal right to execute and deliver this Note and to perform its
obligations hereunder, and that this Note constitutes the valid
and binding obligation of Maker, enforceable against Maker in
accordance with its terms, except as enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of
equity, regardless of whether considered in proceedings at law or
in equity.

     5.   NOTICES.

          All notices or other communications required or
permitted to be given pursuant hereto shall be given in the
manner specified in the Loan Agreement directed to the parties at
their respective addresses as provided therein.

     6.   CONSENT TO JURISDICTION; GOVERNING LAW.

          (a)  THIS NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK,
AND MADE BY MAKER AND ACCEPTED BY HOLDER IN THE STATE OF NEW
YORK, AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE
DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES
AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE
UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS
NOTE AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND
ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA EXCEPT THAT AT
ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND
ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT
HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED
BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE
APPLICABLE MORTGAGED PROPERTY IS LOCATED, IT BEING UNDERSTOOD
THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE,
THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION,
VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE
OBLIGATIONS ARISING HEREUNDER OR THEREUNDER.  TO THE FULLEST
EXTENT PERMITTED BY LAW, MAKER HEREBY  UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER
JURISDICTION GOVERNS THIS NOTE, AND THIS NOTE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK PURSUANT TO Section 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.

          (b)  ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST MAKER
OR HOLDER ARISING OUT OF OR RELATING TO THIS NOTE MAY AT THE
ELECTION OF HOLDER BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN
NEW YORK, NEW YORK, AND MAKER WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING, AND MAKER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. 
MAKER DOES HEREBY DESIGNATE AND APPOINT CT CORPORATION SYSTEM
WITH OFFICES AT 1633 BROADWAY, NEW YORK, NEW YORK 10019 AS ITS
AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE
OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK,
NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT
SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE OF MAKER MAILED
OR DELIVERED TO MAKER IN THE MANNER PROVIDED HEREIN SHALL BE
DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON MAKER,
IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. 
MAKER (I) SHALL GIVE PROMPT NOTICE TO HOLDER OF ANY CHANGED
ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME
AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT
WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH OFFICE SHALL BE
DESIGNATED AS THE ADDRESS FOR SERVICE OF PROCESS), AND
(III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS
AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK
OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

     7.   NON-RECOURSE.

          The provisions of Section 12.24 of the Loan Agreement,
relating to the exculpation of Maker, are hereby incorporated
herein by reference, as if set forth in full herein.

     8.   MISCELLANEOUS.

          (a)  No release of any security for the Debt or any
Person liable for payment of the Debt, no extension of time for
payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of the Loan
Documents made by agreement between Holder and any other Person
or party shall release, modify, amend, waive, extend, change,
discharge, terminate or affect the liability of Maker or any
other Person or party who might be or become liable for the
payment of all or any part of the Debt, under the Loan  Documents,
except as explicitly provided in a writing satisfying the
requirements of Paragraph 8(c) hereof.

          (b)  Maker and all others who may become liable for the
payment of all or any part of the Debt do hereby severally waive
presentment and demand for payment, notice of dishonor, protest,
notice of protest, notice of non-payment, and notice of intent to
accelerate the maturity hereof and (except as may be expressly
provided for in the Loan Documents) of acceleration.

          (c)  This Note may not be modified, amended, waived,
extended, changed, discharged or terminated orally or by any act
or failure to act on the part of Maker or Holder, but only by an
agreement in writing signed by the party against whom enforcement
of any modification, amendment, waiver, extension, change,
discharge or termination is sought.

          (d)  Whenever used, the singular number shall include
the plural, the plural the singular, and the words "Holder" and
"Maker" shall include their respective successors, assigns,
heirs, executors and administrators as permitted under the Loan
Documents.

                    [signature on next page.]

 



          IN WITNESS WHEREOF, Maker has duly executed or has
caused its respective duly authorized officers to execute this
Note on its behalf, as of the day and year first above written.

                    EPT DownREIT II, INC., a Missouri corporation


                    By:___________________________________
                       Name:
                       Title: