PROMISSORY NOTE

                                                          December 16, 1999
$13,750,000
                                                          Southport, Connecticut


        FOR VALUE RECEIVED, 239 Greenwich Associates Limited Partnership, (the
"Borrower"), hereby promises to pay to the order of FIRST UNION NATIONAL BANK
(the "Bank"), at its offices at 5581 W. Oakland Park Blvd., 2nd Floor,
Lauderhill, Florida 33313, or such other place as Bank shall designate in
writing from time to time, the principal sum of Thirteen Million Seven Hundred
Fifty Thousand Dollars ($13,750,000) (the "Loan"), together with interest
thereon as hereinafter provided.

1. INTEREST RATE. Interest shall be charged on the outstanding principal balance
from the date hereof until the full amount of principal due hereunder has been
paid at a rate equal to 1-month LIBOR plus one and sixty-five hundredths per
cent (1.65%) per annum ("LIBOR-Based Rate"), as determined by Bank prior to the
commencement of each Interest Period. Upon full occupancy of the retail space at
the Property (as herein defined) with all retail tenants paying rent in
accordance with Bank approved leases, the interest rate will be reduced to
1-month LIBOR plus one and forty-five hundredths percent (1.45%) per annum.
Interest shall be calculated daily on the basis of the actual number of days
elapsed over a 360 day year. The LIBOR-Based Rate shall remain in effect,
subject to the provisions hereof, from and including the first day of the
Interest Period to and excluding the last day of the Interest Period for which
it is determined.

        "LIBOR" means, with respect to each day during each Interest Period, the
rate for U.S. dollar deposits of one month maturity as reported on Telerate page
3750 as of 11:00 a.m., London time, on the second London business day before the
relevant Interest Period begins (or if not so reported, then as determined by
the Bank from another recognized source or interbank quotation).

        "Interest Period" means, initially, the period commencing on (and
including) the date hereof and ending on (but excluding) the first Payment Date
(as hereinafter defined), and thereafter, each period commencing on (and
including) the last day of the immediately preceding Interest Period and ending
on (but excluding) the next Payment Date, provided, (i) any Interest Period that
would otherwise end on (but exclude) a day which is not a New York business day
shall be extended to the next succeeding New York business day, unless such
extension would carry such Interest Period into the next month, in which event
such Interest Period shall end on (but exclude) the preceding New York business
day; (ii) any Interest Period that ends in a month for which there is no day
which numerically corresponds to the Payment Date shall end on (but exclude) the
last New York business day of such month, and (iii) any Interest Period that
would otherwise extend past the Maturity Date shall end on (but exclude) the
Maturity Date.

2. PAYMENT OF PRINCIPAL AND INTEREST. Interest only on the outstanding principal
balance from the date hereof to the first Payment Date shall be due and payable
on said Payment Date. Thereafter, principal and interest shall be due and
payable on the first day of each month (each, a "Payment Date") commencing on
February 1, 2000 and continuing on the first day of each month thereafter, in
consecutive monthly installments in an amount equal to the sum of (i) all then


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accrued and unpaid interest at the Interest Rate, plus (ii) a principal payment
in the amount of Ten Thousand Three Hundred Thirty-Five Dollars ($10,335.00).
The entire unpaid principal amount hereof, together with accrued and unpaid
interest thereon and all other amounts payable hereunder shall be due and
payable on January 1, 2005 (the "Maturity Date").

3. APPLICATION OF PAYMENTS. Except as otherwise specified herein, each payment
or prepayment, if any, made under this Note shall be applied to pay late
charges, accrued and unpaid interest, principal, escrows (if any), and any other
fees, costs and expenses which Borrower is obligated to pay under this Note, in
such order as Bank may elect from time to time in its sole discretion.

4. TENDER OF PAYMENT. All payments on this Note shall be made in immediately
available lawful money of the United States by direct charge to the demand
deposit account with Bank designated in writing by Borrower. All sums payable to
Bank which are due on a day on which Bank is not open for business shall be paid
on the next succeeding business day and such extended time shall be included in
the computation of interest.

5. LATE CHARGE. In the event that any installment of principal or interest
required to be made by Borrower under this Note shall not be received by Bank
within five (5) days after its due date, Borrower shall pay to Bank, on demand,
a late charge of five percent (5%) of such delinquent payment. The foregoing
right is in addition to, and not in limitation of, any other rights which Bank
may have upon Borrower's failure to make timely payment of any amount due
hereunder.

6. PREPAYMENT. The Loan may be prepaid, in whole or in part, at any time and
from time to time; provided, however, that Borrower shall indemnify Bank against
Bank's loss or expense in employing deposits as a consequence (a) of Borrower's
failure to make any payment when due under the Note, or (b) any prepayment of
the Loan on a date other than the last day of the Interest Period ("Indemnified
Loss or Expense"). The amount of such Indemnified Loss or Expense shall be
determined by Bank based upon the assumption that Bank funded 100% of the Loan
in the London interbank market. Any prepayment shall include accrued and unpaid
interest to the date of prepayment on the principal amount prepaid and all other
sums due and payable hereunder. The monthly principal installment shall not be
reamortized following a partial prepayment. Nothing herein shall be deemed to
alter or affect any obligations that Borrower may have to Bank under any
interest rate swap agreements.

7. SECURITY FOR THE NOTE.

        7.1. This Note is executed and delivered in accordance with a commercial
transaction described herein. As security for the payment of the monies owing
under this Note, Borrower has delivered or has caused to be delivered to Bank
the following (each a "Loan Document" and collectively with this Note, and any
other guaranty, document, certificate or instrument executed by Borrower or any
other obligated party in connection with the Loan, together with all amendments,
modifications, renewals or extensions thereof, the "Loan Documents"): (a) an
Open-End Mortgage and Security Agreement (the "Mortgage") on certain real
property and the improvements situated thereon in the Town of Greenwich, County
of Fairfield, State of Connecticut, as more fully described in the Mortgage (the
"Property"); (b) an Absolute Assignment of Leases and Rents (the "Assignment of
Leases") assigning all of the assignor's rights as lessor under all leases
affecting the Property; and (c) a Guaranty Agreement (the "Guaranty") by James
B. Cummings, Alice K. Cummings and Acadia Realty Trust.




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        7.2. Borrower hereby grants to Bank a continuing security interest in
all property of Borrower, now or hereafter in the possession of Bank, as
security for the payment of this Note and any other liabilities of Borrower to
Bank, which security interest shall be enforceable and subject to ail the
provisions of this Note, as if such property were specifically pledged
hereunder.

8. DEFAULT RATE. From and after the Maturity Date or from and during the
occurrence of an Event of Default hereunder, irrespective of any declaration of
maturity, all amounts remaining unpaid or thereafter accruing hereunder, shall,
at Bank's option, bear interest at a default rate of four percent (4%) per annum
above the interest rate then in effect as set forth herein (the "Default Rate"),
or the highest permissible rate under applicable usury law, whichever is less.
Such default rate of interest shall be payable upon demand, but in no event
later than when scheduled interest payments are due, and shall also be charged
on the amounts owed by Borrower to Bank pursuant to any judgments entered in
favor of Bank with respect to this Note.

9. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Bank as
follows:

         9.1. Organization, Powers. Borrower (i) is (a) an adult individual and
is sui juris, or (b) a corporation, general partnership, limited partnership, or
limited liability company (as indicated below), duty organized, validly existing
and in good standing under the laws of the state of its organization, and is
authorized to do business in each other jurisdiction wherein its ownership of
property or conduct of business legally requires such authorization; (ii) has
the power and authority to own its properties and assets and to carry on its
business as now being conducted and as now contemplated; and (iii) has the power
and authority to execute, deliver and perform, and by all necessary action has
authorized the execution, delivery and performance of, all of its obligations
under each Loan Document to which it is a party.

        9.2. Execution of Loan Documents. Each of the Loan Documents to which
Borrower is a party has been duly executed and delivered by Borrower. Execution,
delivery and performance of each of the Loan Documents to which Borrower is a
party will not: (i) violate any of its organizational documents, provision of
law, order of any court, agency or other instrumentality of government, or any
provision of any indenture, agreement or other instrument to which it is a party
or by which it or any of its properties is bound; (ii) result in the creation or
imposition of any lien, charge or encumbrance of any nature, other than the
liens created by the Loan Documents; and (iii) require any authorization,
consent, approval, license, exemption of, or filing or registration with, any
court or governmental authority.

        9.3. Obligations of Borrower. Each of the Loan Documents to which
Borrower is a party is the legal, valid and binding obligation of Borrower,
enforceable against it in accordance with its terms, except as the same may be
limited by bankruptcy, insolvency, reorganization or other laws or equitable
principles relating to or affecting the enforcement of creditors' rights
generally. Borrower is obtaining the Loan for commercial purposes.

        9.4. Litigation. There is no action, suit or proceeding at law or in
equity or by or before any governmental authority, agency or other
instrumentality now pending or, to the knowledge of Borrower, threatened against
or affecting Borrower or any of its properties or rights which, if adversely
determined, would materially impair or affect: (i) the value of any collateral
securing this Note; (ii) Borrower's right to carry on its business substantially
as now conducted (and as now contemplated); (iii) its financial condition; or
(iv) its capacity to consummate and perform its obligations under the Loan
Documents to which Borrower is a party.



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         9.5. No Defaults. Borrower is not in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained herein or in any material agreement or instrument to which it is a
party or by which it or any of its properties is bound.

        9.6. No Untrue Statements. No Loan Document or other document,
certificate or statement furnished to Bank by or on behalf of Borrower contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein and therein not
misleading. Borrower acknowledges that all such statements, representations and
warranties shall be deemed to have been relied upon by Bank as an inducement to
make the Loan to Borrower.

10.     COVENANTS

         10.1. Operating Accounts. Borrower shall maintain its primary operating
accounts at Bank.

         10.2. Financial Statements: Compliance Certificate.

               10.2.1. Borrower shall furnish to Bank the following financial
information, in each instance prepared in accordance with generally accepted
accounting principles consistently applied:

                (a) Not later than ninety (90) days after the end of each fiscal
year, annual financial statements of Borrower including, without limitation,
statements of financial condition, income and cash flows, a reconciliation of
net worth, a listing of all contingent liabilities, notes to financial
statements and any other information requested by Bank, and commencing at the
end of fiscal year 2000, prepared on a compilation basis by a certified public
accountant acceptable to Bank.

                (b) Not later than thirty (30) day-s after filing with the
Internal Revenue Service, a true and complete copy of the federal tax returns,
including all schedules, of Borrower.

                (c) Not later than sixty (60) days after the end of each interim
fiscal half year management prepared financial statements relating to the
operation of the Property including, without limitation, a statement of cash
flows, certified rent roll, summary of leases, a statement of profits and
losses, and any other information requested by Bank.

                (d) Not later than fifteen (15) days after execution, copies of
all permitted new or modified leases, including residential leases, of the
Property.

                (e) Such other information respecting the operations of Borrower
and/or the Property as Bank may from time to time reasonably request.

               10.2.2. Borrower shall furnish to Bank, with each set of
financial statements described herein, a compliance certificate signed by
Borrower's authorized officer certifying that: (i) all representations and
warranties of Borrower set forth in this Note or any other Loan Document remain
true and correct as of the date of such compliance certificate; (ii) none of the
covenants of Borrower contained In this Note or any other Loan Document has been
breached; and (iii) to its knowledge, no event has occurred which constitutes an
Event of Default (or which, with the giving of notice or the passage of time, or
both, would constitute an Event of Default) under this Note or any other Loan
Document. In addition, Borrower shall promptly notify Bank of the occurrence of
any default, Event of Default, adverse litigation or material adverse change in
its financial condition.



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         10.5. Indemnification.

                  10.5.1. Borrower hereby indemnifies and agrees to defend and
hold harmless Bank, its officers, employees and agents, from and against any and
all losses, damages, or liabilities and from any suits, claims or demands,
including reasonable attorneys' fees incurred in investigating or defending such
claim, suffered by any of them and caused by, arising out of, or in any way
connected with the Loan Documents or the transactions contemplated therein
(unless determined by a final judgment of a court of competent jurisdiction to
have been caused solely by the gross negligence or willful misconduct of any of
the indemnified parties) including, without limitation: (i) disputes with any
architect, general contractor, subcontractor, materialman or supplier, or on
account of any act or omission to act by Bank in connection with the Property;
(ii) losses, damages (including consequential damages), expenses or liabilities
sustained by Bank in connection with any environmental inspection, monitoring,
sampling or cleanup of the Property required or mandated by any applicable
environmental law; provided, however, that Borrower shall not be obligated to
bear the expense of such environmental inspections, audits and tests so long as
(a) no Event of Default exists, and (b) Bank has no cause to believe in its sole
reasonable judgment that there has been a Release or threatened Release of
Hazardous Substances (as defined in the Mortgage) at the Property or that
Borrower or the Property is in violation of any Environmental Law (as defined in
the Mortgage) (iii) claims by any tenant or any other party arising under or in
connection with any lease of ail or any portion of the Property; (iv) any untrue
statement of a material fact contained in information submitted to Bank by
Borrower or the omission of any material fact necessary to be stated therein in
order to make such statement not misleading or incomplete; (v) the failure of
Borrower to perform any obligations herein required to be performed by Borrower;
and (vi) the ownership, construction, occupancy, operation, use or maintenance
of the Property.

                  10.5.2. In case any action shall be brought against Bank, its
officers, employees or agents, in respect to which indemnity may be sought
against Borrower, Bank or such other party shall promptly notify Borrower and
Borrower shall assume the defense thereof, including the employment of counsel
selected by Borrower and satisfactory to Bank, the payment of all costs and
expenses and the right to negotiate and consent to settlement. Bank shall have
the right, at its sole option, to employ separate counsel in any such action and
to participate in the defense thereof, all at Borrower's sole cost and expense.
Borrower shall not be liable for any settlement of any such action effected
without its consent (unless Borrower fails to defend such claim), but if settled
with Borrower's consent, or if there be a final judgment for the claimant in any
such action, Borrower agrees to indemnify and hold harmless Bank from and
against any loss or liability by reason of such settlement or judgment.

                  10.5.3. The provisions of this Section 10.5 shall survive the
repayment or other satisfaction of the Liabilities.

11. EVENTS OF DEFAULT. Each of the following shall constitute an event of
default hereunder (an "Event of Default"): (a) the failure of Borrower to pay
any amount of principal or interest hereunder within five (5) days of when due
and payable; or (b) the occurrence of any other default in any term, covenant or
condition hereunder or any Event of Default under the Loan Agreement, the
Mortgage or any other Loan Document.

12. REMEDIES. If an Event of Default exists, Bank may exercise any right, power
or remedy permitted by law or as set forth herein or in the Loan Agreement, the
Mortgage or any other Loan Document including, without limitation, the right to
declare the entire unpaid principal amount hereof and all interest accrued


                                       5


hereon, and all other sums secured by the Mortgage or any other Loan Document,
to be, and such principal, interest and other sums shall thereupon become,
immediately due and payable.

13. MISCELLANEOUS.

         13.1. Disclosure of Financial Information. Bank is hereby authorized to
disclose any financial or other information about Borrower to any regulatory
body or agency having jurisdiction over Bank and to any present, future or
prospective participant or successor in interest (which has agreed in writing to
keep such financial information confidential and to return such financial
information if they fail to acquire an interest in the Loan) in any loan or
other financial accommodation made by Bank to Borrower. The information provided
may include, without limitation, amounts, terms, balances, payment history,
return item history and any financial or other information about Borrower.

         13.2. Integration. This Note and the other Loan Documents constitute
the sole agreement of the parties with respect to the transaction contemplated
hereby and supersede all oral negotiations and prior writings with respect
thereto.

         13.3. Attorneys' Fees and Expenses. If Bank retains the services of
counsel by reason of a claim of a default or an Event of Default hereunder or
under any of the other Loan Documents, or on account of any matter involving
this Note, or for examination of matters subject to banks approval under the
Loan Documents, all costs of suit and all reasonable attorneys' fees and such
other reasonable expenses so incurred by Bank shall be paid by Borrower, on
demand, and shall be deemed part of the obligations evidenced hereby.

         13.4. No Implied Waiver. Bank shall not be deemed to have modified or
waived any of its rights or remedies hereunder unless such modification or
waiver is in writing and signed by Bank, and then only to the extent
specifically set forth therein. A waiver in one event shall not be construed as
continuing or as a waiver of or bar to such right or remedy in a subsequent
event. After any acceleration of, or the entry of any judgment on, this Note,
the acceptance by Bank of any payments by or on behalf of Borrower on account of
the indebtedness evidenced by this Note shall not cure or be deemed to cure any
Event of Default or reinstate or be deemed to reinstate the terms of this Note
absent an express written agreement duly executed by Bank and Borrower.

         13.5. Waiver. Borrower, jointly and severally, waives demand, notice,
presentment, protest, demand for payment, notice of dishonor, notice of protest
and diligence of collection of this Note. Borrower consents to any and all
extensions of time, renewals, waivers, or modifications that may be granted by
Bank with respect to the payment or other provisions of this Note, and to the
release of any collateral, with or without substitution. Borrower agrees that
makers, endorsers, guarantors and sureties may be added or released without
notice and without affecting Borrowers liability hereunder. The liability of
Borrower shall not be affected by the failure of Bank to perfect or otherwise
obtain or maintain the priority or validity of any security interest in any
collateral. The liability of Borrower shall be absolute and unconditional and
without regard to the liability of any other party hereto.

         13.6. No Usurious Amounts. Anything herein contained to the contrary
notwithstanding, it is the intent of the parties that Borrower shall not be
obligated to pay interest hereunder at a rate which is in excess of the maximum
rate permitted by law. If by the terms of this Note, Borrower is at any time
required to pay interest at a rate in excess of such maximum rate, the rate of
interest under this Note shall be deemed to be immediately reduced to such
maximum legal rate and the portion of all prior interest payments in excess of
such maximum legal rate shall be applied to and shall be deemed to have been


                                       6


payments in reduction of the outstanding principal balance, unless Borrower
shall notify Bank, in writing, that Borrower elects to have such excess sum
returned to it forthwith. Borrower agrees that in determining whether or not any
interest payable under this Note exceeds the highest rate permitted by law, any
non-principal payment, including without limitation, late charges, shall be
deemed to the extent permitted by law to be an expense, fee or premium rather
than interest. In addition, Bank may, in determining the maximum rate of
interest allowed under applicable law, as amended from time to time, take
advantage of: (i) the rate of interest permitted by Section 687.12 Florida
Statues ('Interest rates; parity among licensed lenders or creditors') and 12
United States Code, Sections 85 and 86, and (ii) any other law, rule or
regulation in effect from time to time, available to Bank which exempts Bank
from any limit upon the rate of interest it may charge or grants to Bank the
right to charge a higher rate of interest than allowed by Florida Statutes,
Chapter 687.

         13.7. Partial Invalidity. The invalidity or unenforceability of any one
or more provisions of this Note shall not render any other provision invalid or
unenforceable. In lieu of any invalid or unenforceable provision, there shall be
added automatically a valid and enforceable provision as similar in terms to
such invalid or unenforceable provision as may be possible.

         13.8. Binding Effect. The covenants, conditions, waivers, releases and
agreements contained in this Note shall bind, and the benefits thereof shall
inure to, the parties hereto and their respective heirs, executors,
administrators, successors and assigns; provided, however, that this Note cannot
be assigned by Borrower without the prior written consent of Bank, and any such
assignment or attempted assignment by Borrower shall be void and of no effect
with respect to Bank.

         13.9. Modifications. This Note may not be supplemented, extended,
modified or terminated except by an agreement in writing signed by the party
against whom enforcement of any such waiver, change, modification or discharge
is sought.

         13.10. Sales or Participations. Bank may from time to time pledge, sell
or assign, in whole or in part, or grant participations in, the Loan, this Note
and/or the obligations evidenced thereby. The holder of any such sale,
assignment or participation, if the applicable agreement between Bank and such
holder so provides, shall be: (a) entitled to all of the rights, obligations and
benefits of Bank; and (b) deemed to hold and may exercise the rights of setoff
or banker's lien with respect to any and all obligations of such holder to
Borrower, in each case as fully as though Borrower were directly indebted to
such holder. Bank may in its discretion give notice to Borrower of such sale,
assignment or participation; however, the failure to give such notice shall not
affect any of Bank's or such holders rights hereunder.

         13.11. Jurisdiction. Borrower irrevocably appoints the general partner
of the Borrower as its attorneys upon whom may be served, by regular or
certified mail at the address set forth below, any notice, process or pleading
in any action or proceeding against it arising out of or in connection with this
Note or any other Loan Document; and Borrower hereby consents that any action or
proceeding against it be commenced and maintained in any court within the State
of Florida by service of process on any such owner, partner and/or officer; and
Borrower agrees that the courts of such State shall have jurisdiction with
respect to the subject matter hereof and the person of Borrower and all
collateral securing the obligations of Borrower. Borrower agrees not to assert
any defense to any action or proceeding initiated by Bank based upon improper
venue or inconvenient forum.

         13.12. Notices. All notices and communications under this Note shall be
in writing and shall be given by either (a) certified mail, return receipt
requested, or (b) reliable overnight commercial courier (charges prepaid), to


                                       7


the addresses listed in the Mortgage and to Aberdeen 239 LLC, 41 West Putnam
Avenue, Greenwich, Connecticut 06830. Notice shall be deemed to have been given
and received: (i) if by certified mail, the earlier of the actual delivery as
shown by the addressee's return receipt or when tendered, if refused; and (ii)
if by overnight courier, on the date scheduled for delivery. A party may change
its address by giving written notice to the other party as specified herein.

         13.13. Governing Law. This Note shall be governed by and construed in
accordance with the substantive laws of the State of Florida without reference
to conflict of laws principles.

         13.14. Joint and Several Liability. If Borrower consists of more than
one person or entity, the word "Borrower" shall mean each of them and their
liability shall be joint and several.

         13.15. Continuing Enforcement. If, after receipt of any payment of all
or any part of this Note, Bank is compelled or agrees, for settlement purposes,
to surrender such payment to any person or entity for any reason (including,
without limitation, a determination that such payment is void or voidable as a
preference or fraudulent conveyance, an impermissible setoff, or a diversion of
trust funds), then this Note and the other Loan Documents shall continue in full
force and effect or be reinstated, as the case may be, and Borrower shall be
liable for, and shall indemnify, defend and hold harmless Bank with respect to,
the full amount so surrendered. The provisions of this Section shall survive the
cancellation or termination of this Note and shall remain effective
notwithstanding the payment of the obligations-evidenced hereby, the release of
any security interest, lien or encumbrance securing this Note or any other
action which Bank may have taken in reliance upon its receipt of such payment.
Any cancellation, release or other such action shall be deemed to have been
conditioned upon any payment of the obligations evidenced hereby having become
final and irrevocable.

         13.16. Waiver of Jury Trial. BORROWER AND BANK AGREE THAT, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER
CLAIM OR COUNTERCLAIM, BROUGHT BY BANK OR BORROWER, ON OR WITH RESPECT TO THIS
NOTE OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT
HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. BANK AND
BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY,
AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR
PROCEEDING. FURTHER, BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR. RECOVER,
IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE,
CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
BORROWER ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL
ASPECT OF THIS NOTE AND THAT BANK WOULD NOT EXTEND CREDIT TO BORROWER IF THE
WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS NOTE.

14. LIMITATION ON RECOURSE.

         14.1. Limitation on Recourse. Except as set forth in paragraph 14.2
below, in any action brought to enforce the obligation of Borrower to pay the
indebtedness evidenced by this Note or to enforce the obligation of Borrower to
pay any indebtedness or discharge any obligation created or arising under the
Mortgage or any other Loan Document, the judgement or decree shall be
enforceable against Borrower only to the extent of the Property, and any such
judgment shall not be subject to execution on, nor be a lien on the assets of
Borrower or the General Partner of Borrower, other than its interest in the


                                       8


Property. Except as aforesaid, nothing contained in this Section or the Loan
Documents shall limit the rights of Bank against any person, firm or entity,
including Borrower, provided, however, in no case (including any exception
stated in Section 10.2) shall the Bank have any right to bring any action
against the general partner of the Borrower or its assets.

         14.2. Exceptions. Notwithstanding the foregoing, nothing contained in
this Section shall be deemed to prejudice the rights of Bank:

         (a) to proceed against any entity or person whatsoever, including
Borrower, with respect to the enforcement of any guarantees, leases, or similar
rights to payment;

         (b) to recover any expenses, damages or costs (including, without
limitation, attorneys' fees), incurred by Bank as a result of: (a) Borrowers
fraud or material misrepresentation in connection with application for or
obtaining the Loan or in performance of the Borrowers obligations hereunder, (b)
Borrowers misappropriation or misapplication of condemnation or insurance
proceeds or security deposits, (c) any environmental matters, including any loss
of value of the Property as a result of any Release or any other violation of or
assertion of lien under Connecticut General Statutes Section 22a452a or related
federal, state or local laws or regulations as to the Property, (d) Borrowers
collection of rents in advance in violation of any covenant in the Loan
Documents, the failure to make payments when due on the Loan or payments of
insurance premiums, property taxes, deposits into a capital reserve account or a
reserve for replacements or payments of other operating or maintenance expenses
related to the Property during such time as total revenues from the Property are
sufficient to pay such amounts, or the failure to pay a portion of such amounts
up to the full extent of the total revenues from the Property;

         (c) to recover any tenant security deposits, advance or prepaid rents
or other similar sums paid to or held by Borrower or any other entity or person
in connection with the operation of the Property;

         Borrower promises to pay to Bank all amounts described in clauses (b)
and (c) above on demand by Bank and agrees that it will be personally liable for
the payment of all such sums.






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