

                    SECURED PROMISSORY NOTE
                           D- 751389

$75,000,000.00                               March 24, 1997


   FOR VALUE RECEIVED, the undersigned, LEBCON ASSOCIATES, a
Tennessee limited partnership, hereby promises to pay to the
order of PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, an Iowa
corporation, herein sometimes referred to as "Noteholder", which
term shall also include any future holder of this Note, with its
Home Office at 711 High Street, Des Moines, Iowa 50392, by wire
transfer to Principal Mutual Life Insurance Company's Account
Number 014752 at Norwest Bank Iowa, N.A., ABA #073000228, 7th and
Walnut Streets, Des Moines, Iowa, identifying funds as to the
undersigned and loan number D-751389 with instructions to notify
the Noteholder's Commercial Real Estate Servicing Department or
at such other place as the holder of this Note may designate, the
principal sum of Seventy-Five Million and 00\100 Dollars
($75,000,000.00)(the "Loan") or so much thereof as shall from
time to time have been advanced, together with interest on the
unpaid balance of said sum from the date hereof at the rate of
seven percent (7%) per annum, computed on the basis of a 360 day
year composed of twelve 30-day months, in installments as
follows:

       Beginning on the fifteenth day of the first month
       following the date hereof, principal and interest
       shall be due and payable in installments of Five
       Hundred Thirty Thousand Eighty-Four and 39/100
       Dollars ($530,084.39), with an installment in a
       like amount due and payable on the same day of
       each month thereafter until said principal and
       interest are fully paid, except that all remaining
       principal and interest shall be due and payable on
       the fifteenth day of March, 2007 ("Maturity
       Date").  Each installment shall be credited first
       upon interest then accrued and the remainder upon
       principal, and interest shall cease to accrue upon
       principal so credited.  If on the date of the
       first installment, interest is accrued for more or
       less than one installment period, the amount of
       said installment shall be increased or decreased
       by the amount that the interest accrued exceeds or
       is less than the interest for one installment
       period based on the actual number of days elapsed
       to the date of said installment.  All principal
       and interest shall be paid in lawful money of the
       United States of America.


   No privilege is reserved by the undersigned to prepay any
principal of this Note prior to the Maturity Date.
Notwithstanding the foregoing, the privilege is reserved by the
undersigned, after giving thirty (30) days' prior written notice
to the holder of this Note, to prepay in full, but not in part,
all principal and interest to the date of payment, along with all
sums, amounts, advances, or charges due under any instrument or
agreement by which this Note is secured, on any date prior to the
Maturity Date provided such prepayment shall be accompanied by
the payment of a "Make Whole Premium", as that term is hereafter
defined. The Make Whole Premium shall be the greater of one
percent (1%) of the principal amount to be prepaid or a premium
calculated as provided in subparagraphs (a) through (c) below:
   (a) Determine the "Reinvestment Yield."  The Reinvestment
       Yield will be equal to the yield on the 6 1/4 U.S.
       Treasury Issue maturing February 2007n ("primary issue")*
       published one week prior to the date of prepayment and
       converted to an equivalent monthly compounded nominal
       yield plus fifty (50) basis points (provided that in the
       event of prepayment resulting from default by the
       undersigned as hereafter provided, said fifty (50) basis
       point addition shall not be made).
   *In the event there is no market activity involving the
   primary issue at the time of prepayment, the holder of this
   Note shall choose a comparable Treasury Bond, Note or Bill
   ("secondary issue") which the holder of this Note deems to be
   similar to the primary issue's characteristics (i.e., rate,
   remaining time to maturity, yield).
   (b) Calculate the "Present Value of the Mortgage."  The
       Present Value of the Mortgage is the present value of the
       payments to be made in accordance with this Note (all
       installment payments and any remaining payment due on the
       Maturity Date) discounted at the Reinvestment Yield for
       the number of months remaining from the date of
       prepayment to the Maturity Date.
   (c) Subtract the amount of the prepaid proceeds from the
       Present Value of the Mortgage as of the date of
       prepayment.  Any resulting positive differential shall be
       the premium.
   The undersigned agrees that if the holder of this Note
accelerates the whole or any part of the principal sum evidenced
hereby, or applies any proceeds in either case as a result of a
default, pursuant to the provisions of the Trust Deed, Security
Agreement and Assignment of Rents of even date herewith between
the undersigned and Principal Mutual Life Insurance Company
("Mortgage") or if Noteholder applies proceeds pursuant to any
letter of credit requirement or escrow requirement as additional
security for the Loan as a result of a default by the undersigned
under any agreement executed by and between the undersigned and
Noteholder in connection with such letter of credit or escrow
requirement or under the Loan Documents,(as hereinafter defined)
in connection therewith, the undersigned waives any right to
prepay said principal sum in whole or in part without premium and
agrees to pay, as yield maintenance protection and not as a
penalty, the "Make Whole Premium" defined herein.
   If any payment of principal, interest or premium is not made
when due, damages will be incurred by the holder of this Note,
including additional expense in handling overdue payments, the
amount of which is difficult and impractical to ascertain.  The
undersigned therefore agrees to pay, upon demand, the sum of two
cents ($.02) for each one dollar ($1.00) of each said payment
which becomes overdue as a reasonable estimate of the amount of
said damages, subject, however, to the limitations contained in
the second succeeding paragraph.
   If any payment of principal, interest or premium is not made
for a period exceeding ten (10) days after due, subject to the
provisions of paragraph 10(a) of the Mortgage, including without
limitation any notice or cure periods provided therein, or if any
Event of Default has occurred or is continuing under any
instrument by which this Note is, or may hereafter be, secured,
the entire principal balance, interest accrued as of the date of
the Event of Default, and premium, whether or not otherwise then
due, shall at the option of the holder of this Note, become
immediately due and payable without demand or notice, and whether
or not the holder of this Note has exercised said option,
interest shall accrue on the entire principal balance, interest
accrued as of the date of the Event of Default, and any premium
then due, at a rate equal to the lesser of (i) two percent (2%)
per annum above the then applicable rate of interest payable
under this Note or (ii) the maximum rate allowed by applicable
law until fully paid or if the holder of this Note has not
exercised said option, for the duration of such Event of Default.
   Notwithstanding anything herein or in any of the Loan
Documents, as that term is hereinafter defined, to the contrary,
no provision contained herein or therein which purports to
obligate the undersigned to pay any amount of interest or any
fees, costs or expenses which are in excess of the maximum
permitted by applicable law, shall be effective to the extent it
calls for the payment of any interest or other amount in excess
of such maximum.  Any such excess shall, at the option of the
holder of this Note, either be paid to the undersigned or be
credited to principal.  All agreements between the undersigned
and the holder hereof, whether now existing or hereafter arising
and whether written or oral, are hereby limited so that in no
contingency, whether by reason of demand for payment or
acceleration of the maturity hereof or otherwise, shall the
interest contracted for, charged or received by the holder hereof
exceed the maximum amount permissible under applicable law.  If,
from any circumstance whatsoever, interest would otherwise be
payable to the holder hereof in excess of the maximum lawful
amount, the interest payable to the holder hereof shall be
reduced to the maximum amount permitted under applicable law; and
if from any circumstance the holder hereof shall ever receive
anything of value deemed interest by applicable law in excess of
the maximum lawful amount, an amount equal to any excessive
interest shall, at the option of the holder hereof, be applied to
the reduction of the principal hereof and not to the payment of
interest, or if such excessive interest exceeds the unpaid
balance of principal hereof such excess shall be refunded to the
undersigned.  This paragraph shall control all agreements between
the undersigned and the holder hereof.
   The undersigned and any endorsers or guarantors waive
presentment, protest and demand, notice of protest, demand and
dishonor and nonpayment, and agree the due date of this Note or
any installment may be extended without affecting any liability
hereunder, and further promise to pay all reasonable costs and
expenses, including attorney's fees, incurred by the holder
hereof in connection with any default or in any proceeding to
interpret and/or enforce any provision of this Note or any
instrument by which it is secured.  No release of the undersigned
from liability hereunder shall release any other maker, endorser
or guarantor hereof.
   This Note is secured by instruments and agreements of even
date herewith executed and delivered by the undersigned to
Principal Mutual Life Insurance Company creating among other
things legal and valid encumbrances on and an assignment of all
of the undersigned's interest in any leases of certain Premises
located in the County of Hamilton, City of Chattanooga, State of
Tennessee.  Terms used herein which are defined in such
instruments or agreements and not otherwise defined herein have
the same definition as in such instruments and agreements.  In no
event shall such documents be construed inconsistently with the
terms of this Note, and in the event of any discrepancy between
any such documents and this Note, the terms hereof shall govern.
The proceeds of this Note are to be used for business,
commercial, investment or other similar purposes, and no portion
thereof will be used for any personal, family or household use.
This Note shall be governed by and construed in accordance with
the laws of the State where the Premises is located.
   Notwithstanding any provision to the contrary in this Note,
the Mortgage of even date herewith, or any other instrument or
agreement entered into in connection with the closing of the Loan
or by which this Note is evidenced or secured (collectively
referred to herein as the "Loan Documents"), and except as
otherwise provided in this paragraph, the liability of the
undersigned under the Loan Documents shall be limited to (i) the
interest of the undersigned in the Premises and the rents,
issues, proceeds and profits thereof in accordance with the lien
or security interest created pursuant to the Loan Documents and
(ii) any escrow amount or letter of credit provided to or for the
benefit of Noteholder to the extent and in accordance with the
terms and conditions of the Loan Documents. In the event of
foreclosure of the liens evidenced by the Loan Documents, no
judgment for any deficiency upon the indebtedness evidenced by
the Loan Documents shall be sought or obtained by the holder of
this Note against the undersigned or any of its partners or any
of its partners shareholders, directors, officers, agents,
trustees or employees.  Nothing contained in this paragraph
shall:
   (a) prevent the failure of the undersigned to make any
       payment or to perform any obligation under any of the
       Loan Documents within the time periods provided therein
       from being an Event of Default thereunder;
   (b) be construed as limiting the obligations of the
       undersigned to any tenant under any lease of the Premises
       (provided, however, the undersigned's personal liability
       to Noteholder with respect to the foregoing shall be
       subject to the provisions of subparagraph (e) below);
   (c) in any way limit or impair the lien or enforcement of
       the Loan Documents pursuant to the terms thereof; or
   (d) limit the obligations of any indemnitor or guarantor,
       if any, of obligations of the undersigned under the Loan
       Documents.
   Notwithstanding the foregoing paragraph, the undersigned (but
no general or limited partner of the undersigned or any of their
partner's, shareholders, directors, officers, agents, trustees or
employees)shall be personally liable to the holder of this Note
for any loss or damage incurred by Noteholder as a result of or
arising out of any of the following:
   (a) failure of the undersigned to comply with paragraphs
       2 (taxes and assessments) and 3 (insurance) of the
       Mortgage;
   (b) any event or circumstance for which the undersigned
       indemnifies the holder of this Note under paragraph 1(m)
       (environmental indemnity) of the Mortgage or under that
       certain Environmental Indemnity Agreement from the
       undersigned for the benefit of Noteholder dated of even
       date herewith;
   (c) failure of the undersigned to pay utilities on or
       before the date such payments are due;
   (d) operation and maintenance of the Premises;
   (e) any sums expended by the holder of this Note in
       fulfilling the obligations of the undersigned as lessor
       under any lease of the Premises prior to a sale of the
       Premises pursuant to foreclosure or power of sale, a bona
       fide sale (permitted by the terms of paragraph 1(l) of
       the Mortgage or consented to in writing by the holder of
       this Note) to an unrelated third party or upon conveyance
       to the holder of this Note of the Premises by a deed
       acceptable to the holder of this Note in form and content
       (each of which shall be referred to as a "Sale" for
       purposes of this paragraph) or expended by the holder of
       this Note after a Sale of the Premises for obligations of
       the undersigned which arose prior to a Sale of the
       Premises;
   (f) any rents or other income regardless of type or
       source of payment (including, but not limited to, CAM
       charges, lease termination payments, refunds of any type,
       prepayment of rents, settlements of litigation, or
       settlements of past due rents) from the Premises which
       the undersigned has received in cash or in any form
       representating value to the undersigned or any of its
       affiliates, as that term is defined in the Mortgage,
       after an Event of Default under the Loan Documents or an
       event which with the passage of time, the giving of
       notice or both would constitute an Event of Default,
       either or both of which has occurred and is continuing,
       and which are not applied to (A) expenses of operation
       and maintenance of the Premises and the taxes,
       assessments, utility charges and insurance of the
       Premises, taking into account sufficient reserves for the
       same and for replacements and recurring items, and (B)
       payment of principal, interest and other charges when due
       under the Loan Documents; provided that any payments to
       parties related to the undersigned shall be considered
       expenses of operation only if they are at market rates or
       fees consistent with market rates or fees for the same or
       similar services;
   (g) any security deposits of tenants actually received by
       the undersigned or its predecessor-in-title not turned
       over to the holder of this Note upon conveyance of the
       Premises to the holder of this Note pursuant to
       foreclosure or power of sale or by a deed acceptable to
       the holder of this Note in form and content;
   (h) misapplication or misappropriation of tax reserve
       accounts, tenant improvement reserve accounts, security
       deposits, prepaid rents or other similar sums paid to or
       held by the undersigned or any other entity or person in
       connection with the operation of the Premises;
   (i) any negligent or intentional acts or omissions
       committed or allowed by the undersigned constituting
       waste with respect to the Premises; and
   (j) any insurance or condemnation proceeds or other
       similar funds or payments received by the undersigned and
       applied by the undersigned in a manner other than as
       expressly provided in the Loan Documents.

       Notwithstanding the foregoing, the undersigned's personal
       liability with respect to subparagraphs (a), (c), (d) and
       (e) above shall be limited to the extent that rents,
       issues, proceeds and profits from the Premises are
       actually received by the undersigned (A) during the
       twelve (12) month period prior to an Event of Default
       and\or (B) after an Event of Default under the Loan
       Documents has occurred, and such rent, issues, proceeds
       and profits are not first applied to (y) expenses for the
       operation or maintenance of the Premises and the taxes,
       assessments, utility charges and insurance of the
       Premises, taking into account sufficient reserves for the
       same and for replacements and recurring items, and (z)
       payment of principal, interest and other charges when due
       under the Loan Documents and further provided that any
       payments to parties related to the undersigned shall be
       considered expenses of operation only if they are at
       market rates or fees consistent with market rates or fees
       for the same or similar services .
       Notwithstanding anything to the contrary in the Loan
       Documents, the limitation on liability contained in the
       preceding paragraphs SHALL BECOME NULL AND VOID and shall
       be of no further force and effect (and provided that
       liability shall in no event and under no circumstance
       extend to any general or limited partner of the
       undersigned or any their partner's shareholders,
       directors, officers, agents, trustees or employees)  in
       the event:
   (a) of any breach or violation of paragraph 1(l) (due on
       sale or encumbrance) of the Mortgage which constitutes an
       Event of Default under the Loan Documents, other than the
       filing of a nonmaterial mechanic's lien affecting the
       Premises, the granting of any utility or other
       nonmaterial easement or servitude burdening the Premises,
       or any other transfer or encumbrance not in the nature of
       a transfer, reduction or impairment of any material
       economic interest in the Premises; or
   (b) of any fraud or willful misrepresentation by the
       undersigned regarding the Premises, the making or
       delivery of any of the Loan Documents or in any materials
       or information provided by the undersigned in connection
       with the Loan.
   If more than one, all obligations and agreements of the
undersigned are joint and several.
   This Note may not be changed or terminated orally, but only
by an agreement in writing and signed by the party against whom
enforcement of any waiver, change, modification or discharge is
sought.  All of the rights, privileges and obligations hereunder
shall inure to the benefit of the heirs, successors and assigns
of the holder hereof and shall bind the heirs, successors and
assigns of the undersigned.
   If any provision of this Note shall, for any reason, be held
to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof, but
this Note shall be construed as if such invalid or unenforceable
provision had never been contained herein.



          [Signatures commence on the following page]


                                   LEBCON ASSOCIATES, a Tennessee
                                   limited partnership

                                   By: CBL & Associates Limited
                                      Partnership, a Delaware
                                      limited partnership,
                                      general partner


                                       By: CBL & Associates
                                           Properties, Inc., a
                                           Delaware corporation


                                           By: _________________
                                               Name: John N. Foy
                                               Title: Executive Vice President


Principal Mutual Life Insurance Company joins in the execution of
this Secured Promissory Note as Noteholder solely to evidence its
consent to the limitations on personal liability of Lebcon
Associates, CBL & Associates Limited Partnership, CBL &
Associates Properties, Inc., and their shareholders, directors,
officers, agents, trustees or employees as more particularly
described above and Principal Mutual Life Insurance Company's
execution of this Note shall not be deemed to bring Principal
Mutual Life Insurance Company within the meaning of the term
"undersigned" set forth above.

                                   PRINCIPAL MUTUAL LIFE
                                   INSURANCE COMPANY, an Iowa
                                   corporation

                                   By ______________________
                                         JoEllen J. Watts
                                     Its ___Counsel________

                                   By ______________________
                                          Dennis D. Ballard
                                     Its ___Counsel________


