
                    SECURED PROMISSORY NOTE
                           D- 751346

$52,000,000.00                               February 18, 1997


   FOR VALUE RECEIVED, the undersigned, WESTGATE MALL LIMITED
PARTNERSHIP, a South Carolina 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-751346 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 Fifty-Two Million and
00\100 Dollars ($52,000,000.00)(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
computed on the basis of a 360 day year composed of twelve 30-day
months, until paid at the rate or rates of interest and in the
manner specified as follows:
     (a)  INITIAL RATE OF INTEREST\PAYMENT. Commencing on the
fifteenth day of the first month following the date hereof and
continuing on the fifteenth day of each and every month
thereafter to and including the fifteenth day of February, 2002,
except as hereinafter provided, the undersigned shall pay monthly
installments of principal and interest, in the amount of Four
Hundred One Thousand Five Hundred Ninety-Six and 27\100 Dollars
($401,596.27) with interest computed at the rate of six and
ninety-five one hundredths percent (6.95%) per annum (the
"Initial Rate of Interest") on the outstanding principal balance
from the date hereof until the earlier to occur of (i) the date,
if ever, on which the First Adjusted Interest Rate, as that term
is hereinafter defined, becomes effective pursuant to the terms
hereof or (ii) payment in full of this Note. 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.

     (b)   NOTICE OF FIRST TREASURY ISSUE AND POINT SPREAD.

          (i)  On or before August 15, 2001, Noteholder shall
notify the undersigned in writing, in accordance with the notice
provisions contained in the mortgage securing this Note (the
"Mortgage"), of (i) the applicable 5-year U.S. Treasury Issue as
then shown on the Telerate Financial Information Network System
selected by Noteholder with a maturity closest to the date on
which the Second Adjusted Interest Rate, as that term is
hereinafter defined, becomes effective, or if the Telerate
Financial Information Network System is no longer in operation,
as shown in an equivalent report service selected by Noteholder
(the "First Treasury Issue") and (ii) the basis point (a basis
point shall be equal to 1/100 of 1%) spread established by
Noteholder based upon its evaluation of the then current
financial performance and projected risk of the security for the
Loan, (the "First Point Spread") which Noteholder would use to
establish the First Adjusted Interest Rate, whether such First
Adjusted Interest Rate is less than, equal to or greater than the
Initial Rate of Interest under this Note. Noteholder's review of
the financial performance and projected risk of the security for
the Loan shall encompass various factors, including but not
limited to the term and amount of the Loan, contract debt service
coverage, loan-to-value ratio, economic debt service coverage,
tenant occupancy, frequency of tenant rollover, and financial
strength and stability of tenants.

          (ii) (A)  In the event the undersigned shall elect to
accept the First Point Spread, the undersigned shall so notify
Noteholder in writing of said election ("Maker's Notice of
Acceptance of the First Point Spread"), in accordance with the
notice provisions contained in the Mortgage, by not later than
the fifteenth day of November, 2001.

          (ii) (B) In the event the undersigned shall elect to
reject the First Point Spread, by written notice to Noteholder,
or in the event Noteholder has not received Maker's Notice of
Acceptance of the First Point Spread prior to November 16, 2001,
then in either of such events, notwithstanding anything herein
contained to the contrary, the entire principal balance of this
Note, together with all accrued and unpaid interest hereon
computed at the Initial Rate of Interest and any other payments
due hereunder, except the Make Whole Premium hereinafter
described, shall become due and payable without offset and
without notice on March 15, 2002.

     (c)  NOTICE OF FIRST SELECTION DATE.    In the event the
undersigned has notified the Noteholder of Maker's Notice of
Acceptance of the First Point Spread pursuant to subparagraph (b)
(ii) (A) above, the undersigned shall notify Noteholder in
writing ("Maker's Notice of First Selection Date"), in accordance
with the notice provisions contained in the Mortgage, of the
undersigned's proposed date on which to establish the First
Adjusted Interest Rate (any such date proposed by the undersigned
or Noteholder, the "First Selection Date").  Such First Selection
Date shall be mutually acceptable to the undersigned and
Noteholder and shall not be (x) prior to November 15, 2001; (y)
earlier than Maker's Notice of First Selection Date, or (z) later
than January 20, 2002 and, to the extent mutually agreed upon by
the undersigned and Noteholder, shall be deemed the "Approved
First Selection Date".  Notwithstanding the above, for purposes
of this subparagraph (c), Noteholder will accept a facsimile of
Maker's Notice of First Selection Date provided a hard copy of
the same is received by Noteholder the following day via a
reputable overnight delivery service.  If Noteholder has not
received Maker's Notice of First Selection Date on or before
January 20, 2002 and/or Noteholder and the undersigned have not
mutually agreed upon the First Selection Date, Noteholder shall
establish the First Adjusted Interest Rate on January 20, 2002
using the then current yield in effect at 11:00 A.M. Central
Standard Time on January 20, 2002 on the First Treasury Issue and
the First Adjusted Interest Rate shall be equal to the sum of (i)
such current yield on the First Treasury Issue and (ii) the First
Point Spread, rounded up to the nearest 1/1000 of 1%
(hereinbefore and hereinafter the "First Adjusted Interest Rate")
and Noteholder shall notify the undersigned in writing, in
accordance with the notice provision contained in the Mortgage,
of the First Adjusted Interest Rate, but in any event the rate
shall become effective on February 15, 2002.

     (d)  FIRST ADJUSTED INTEREST RATE/FIRST ADJUSTED INTEREST
RATE PERIOD/PAYMENT.

          (i)  If Noteholder has received Maker's Notice of First
Selection Date and the Approved First Selection Date has been
established pursuant to subparagraph (c) above, Noteholder shall
establish the First Adjusted Interest Rate on the Approved First
Selection Date using the then current yield in effect at the
close of business on the Approved First Selection Date on the
First Treasury Issue and the First Adjusted Interest Rate shall
be equal to the sum of (i) such current yield on the First
Treasury Issue and (ii) the First Point Spread, rounded up to the
nearest 1/1000 of 1% (hereinbefore and hereinafter the "First
Adjusted Interest Rate") or, if Noteholder has established the
First Adjusted Interest Rate on January 20, 2002 as aforesaid, in
either such event, except as otherwise provided herein, the
outstanding principal balance hereof shall bear interest at the
First Adjusted Interest Rate commencing February 15, 2002 until
the earlier to occur of (i) the date, if ever, on which the
Second Adjusted Interest Rate, as that term is hereinafter
defined, becomes effective pursuant to the terms hereof or (ii)
payment in full of this Note, and shall be payable as set forth
in paragraph (d) (ii) below.

          (ii)  Commencing on the fifteenth day of March, 2002
and continuing on the fifteenth day of each and every month
thereafter, to and including the fifteenth day of February, 2007,
the undersigned shall pay equal monthly installments of principal
and interest, in an amount necessary to amortize fully the
outstanding principal balance of this Note as of February 15,
2002, over a fifteen (15) year period commencing February 15,
2002, with interest at the First Adjusted Interest Rate.

     (e)  FIRST EXTENSION PERIOD.  Notwithstanding the provisions
of subparagraph (b) (ii) (B) to the contrary and the March 15,
2002 due date, subject to (i) Noteholder's non-receipt of Maker's
Notice of Acceptance of the First Point Spread prior to November
16, 2001 and (ii) Noteholder's receipt, prior to January 15, 2002
of the undersigned's written request (the "Maker's First
Extension Request"), delivered in accordance with the notice
provisions contained in the Mortgage, to extend the date within
which to pay the amounts set forth in subparagraph (b) (ii) (B)
above, provided no Event of Default, as that term is defined in
the Mortgage, has occurred and is continuing, Noteholder shall
agree to grant an additional period for payment of the aforesaid
amounts until August 15, 2002 (the period from February 15, 2002
to and including August 15, 2002 being hereinafter sometimes
referred to as the "First Extension Period"); provided, however,
in the event the undersigned delivers Maker's First Extension
Request, notwithstanding anything herein contained to the
contrary, (1) interest shall accrue on the then outstanding
principal balance of this Note from February 15, 2002 until paid,
at a rate equal to the greater of (A) the Initial Rate of
Interest, (B) the First Adjusted Interest Rate that would have
been established by Noteholder pursuant to subparagraphs (c) and
(d)(i) above, or (C) two hundred (200) basis points in excess of
the then current yield on a six month Treasury Bill selected by
Noteholder being closest in maturity to August 15, 2002 (the
"First Extension Interest Rate"); and (2) commencing on March 15,
2002 and on the fifteenth day of each month thereafter until
paid, the undersigned shall pay equal monthly installments of
principal and interest, in an amount necessary to amortize fully
the then outstanding principal balance of this Note over a period
of fifteen (15) years with interest at the First Extension
Interest Rate; provided further, however, the entire principal
balance of this Note, together with all accrued and unpaid
interest thereon computed at the First Extension Interest Rate,
and any other payments due hereunder, except the Make Whole
Premium hereinafter described, shall become due and payable
without offset and without notice on August 15, 2002.

     (f)  NOTICE OF SECOND TREASURY ISSUE AND POINT SPREAD.

          (i)  On or before August 15, 2006, Noteholder shall
notify the undersigned in writing, in accordance with the notice
provisions contained in the Mortgage, of (i) the applicable 5-year
U.S. Treasury Issue as then shown on the Telerate Financial
Information Network System selected by Noteholder with a maturity
closest to date on which the Third Adjusted Interest Rate, as
that term is hereinafter defined, becomes effective, or if the
Telerate Financial Information Network System is no longer in
operation, as shown in an equivalent report service selected by
Noteholder (the "Second Treasury Issue") and (ii) the basis point
(a basis point shall be equal to 1/100 of 1%) spread established
by Noteholder based upon its evaluation of the then current
financial performance and projected risk of the security for the
Loan (the "Second Point Spread") which Noteholder would use to
establish the Second Adjusted Interest Rate, whether such Second
Adjusted Interest Rate is less than, equal to or greater than the
First Adjusted Interest Rate under this Note. Noteholder's review
of the financial performance and projected risk of the security
for the Loan shall encompass various factors, including but not
limited to the term and amount of the Loan, contract debt service
coverage, loan-to-value ratio, economic debt service coverage,
tenant occupancy, frequency of tenant rollover, and financial
strength and stability of tenants.

          (ii) (A)  In the event the undersigned shall elect to
accept the Second Point Spread, the undersigned shall so notify
Noteholder in writing of said election ("Maker's Notice of
Acceptance of the Second Point Spread"), in accordance with the
notice provisions contained in the Mortgage, by not later than
the fifteenth day of November, 2006.

          (ii) (B) In the event the undersigned shall elect to
reject the Second Point Spread, by written notice to Noteholder,
or in the event Noteholder has not received Maker's Notice of
Acceptance of the Second Point Spread prior to November 16, 2006,
then in either of such events, notwithstanding anything herein
contained to the contrary, the entire principal balance of this
Note, together with all accrued and unpaid interest hereon
computed at the First Adjusted Interest Rate and any other
payments due hereunder, except the Make Whole Premium hereinafter
described, shall become due and payable without offset and
without notice on March 15, 2007.

     (g)  NOTICE OF SECOND SELECTION DATE.   In the event the
undersigned has notified the Noteholder of Maker's Notice of
Acceptance of the Second Point Spread pursuant to subparagraph
(f) (ii) (A) above, the undersigned shall notify Noteholder in
writing ("Maker's Notice of Second Selection Date"), in
accordance with the notice provisions contained in the Mortgage,
of the undersigned's proposed date on which to establish the
Second Adjusted Interest Rate (any such date proposed by the
undersigned or Noteholder, the "Second Selection Date").  Such
Second Selection Date shall be mutually acceptable to the
undersigned and Noteholder and shall not be (x) prior to November
15, 2006; (y) earlier than Maker's Notice of Second Selection
Date, or (z) later than January 20, 2007 and, to the extent
mutually agreed upon by the undersigned and Noteholder, shall be
deemed the "Approved Second Selection Date".  Notwithstanding the
above, for purposes of this subparagraph (g), Noteholder will
accept a facsimile of Maker's Notice of Second Selection Date
provided a hard copy of the same is received by Noteholder the
following day via a reputable overnight delivery service.  If
Noteholder has not received Maker's Notice of Second Selection
Date on or before January 20, 2007 and/or Noteholder and the
undersigned have not mutually agreed upon the Second Selection
Date, Noteholder shall establish the Second Adjusted Interest
Rate on January 20, 2007 using the then current yield in effect
at 11:00 A.M. Central Standard Time on January 20, 2007 on the
Second Treasury Issue and the Second Adjusted Interest Rate shall
be equal to the sum of (i) such current yield on the Second
Treasury Issue and (ii) the Second Point Spread, rounded up to
the nearest 1/1000 of 1% (hereinbefore and hereinafter the
"Second Adjusted Interest Rate") and Noteholder shall notify the
undersigned in writing, in accordance with the notice provision
contained in the Mortgage, of the Second Adjusted Interest Rate,
but in any event the rate shall become effective on February 15,
2007.



     (h)  SECOND ADJUSTED INTEREST RATE/SECOND ADJUSTED INTEREST
RATE PERIOD/PAYMENT.

          (i)  If Noteholder has received Maker's Notice of
Second Selection Date and the Approved Second Selection Date has
been established pursuant to subparagraph (g) above, Noteholder
shall establish the Second Adjusted Interest Rate on the Approved
Second Selection Date using the then current yield in effect at
the close of business on the Approved Second Selection Date on
the Second Treasury Issue and the Second Adjusted Interest Rate
shall be equal to the sum of (i) such current yield on the Second
Treasury Issue and (ii) the Second Point Spread, rounded up to
the nearest 1/1000 of 1% (hereinbefore and hereinafter the
"Second Adjusted Interest Rate") or, if Noteholder has
established the Second Adjusted Interest Rate on January 20, 2007
as aforesaid, in either such event, except as otherwise provided
herein, the outstanding principal balance hereof shall bear
interest at the Second Adjusted Interest Rate commencing February
15, 2007 until the earlier to occur of (i) the date, if ever, on
which the Third Adjusted Interest Rate, as that term is
hereinafter defined, becomes effective pursuant to the terms
hereof or (ii) payment in full of the Note, and shall be payable
as set forth in paragraph (h) (ii) below.

          (ii)  Commencing on the fifteenth day of March, 2007
and continuing on the fifteenth day of each and every month
thereafter, to and including the fifteenth day of February, 2012,
the undersigned shall pay equal monthly installments of principal
and interest, in an amount necessary to amortize fully the
outstanding principal balance of this Note as of February 15,
2007, over a ten (10) year period commencing February 15, 2007,
with interest at the Second Adjusted Interest Rate.

     (i)  SECOND EXTENSION PERIOD.  Notwithstanding the
provisions of subparagraph (f) (ii) (B) to the contrary and the
March 15, 2007 due date, subject to (i) Noteholder's non-receipt
of Maker's Notice of Acceptance of the Second Point Spread prior
to November 16, 2006 and (ii) Noteholder's receipt, prior to
January 15, 2007 of the undersigned's written request (the
"Maker's Second Extension Request"), delivered in accordance with
the notice provisions contained in the Mortgage, to extend the
date within which to pay the amounts set forth in subparagraph
(f) (ii) (B) above, provided no Event of Default, as that term is
defined in the Mortgage, has occurred and is continuing,
Noteholder shall agree to grant an additional period for payment
of the aforesaid amounts until August 15, 2007 (the period from
February 15, 2007 to and including August 15, 2007 being
hereinafter sometimes referred to as the "Second Extension
Period"); provided, however, in the event the undersigned
delivers Maker's Second Extension Request, notwithstanding
anything herein contained to the contrary, (1) interest shall
accrue on the then outstanding principal balance of this Note
from February 15, 2007 until paid, at a rate equal to the greater
of (A) the First Adjusted Interest Rate, (B) the Second Adjusted
Interest Rate that would have been established by Noteholder
pursuant to subparagraphs (g) and (h)(i) above, or (C) two
hundred (200) basis points in excess of the then current yield on
a six month Treasury Bill selected by Noteholder being closest in
maturity to August 15, 2007 (the "Second Extension Interest
Rate"); and (2) commencing on March 15, 2007 and on the fifteenth
day of each month thereafter until paid, the undersigned shall
pay equal monthly installments of principal and interest, in an
amount necessary to amortize fully the then outstanding principal
balance of this Note over a period of ten (10) years with
interest at the Second Extension Interest Rate; provided further,
however, the entire principal balance of this Note, together with
all accrued and unpaid interest thereon computed at the Second
Extension Interest Rate, and any other payments due hereunder,
except the Make Whole Premium hereinafter described, shall become
due and payable without offset and without notice on August 15,
2007.

     (j) NOTICE OF THIRD TREASURY ISSUE AND POINT SPREAD.

          (i)  On or before August 15, 2011, Noteholder shall
notify the undersigned in writing, in accordance with the notice
provisions contained in the Mortgage, of (i) the applicable 5-year
U.S. Treasury Issue as then shown on the Telerate Financial
Information Network System selected by Noteholder with a maturity
closest to the Maturity Date, as that term is hereinafter
defined, or if the Telerate Financial Information Network System
is no longer in operation, as shown in an equivalent report
service selected by Noteholder (the "Third Treasury Issue") and
(ii) the basis point (a basis point shall be equal to 1/100 of
1%) spread established by Noteholder based upon its evaluation of
the then current financial performance and projected risk of the
security for the Loan (the "Third Point Spread") which Noteholder
would use to establish the Third Adjusted Interest Rate, whether
such Third Adjusted Interest Rate is less than, equal to or
greater than the Second Adjusted Interest Rate under this Note.
Noteholder's review of the financial performance and projected
risk of the security for the Loan shall encompass various
factors, including but not limited to the term and amount of the
Loan, contract debt service coverage, loan-to-value ratio,
economic debt service coverage, tenant occupancy, frequency of
tenant rollover, and financial strength and stability of tenants.

          (ii) (A)  In the event the undersigned shall elect to
accept the Third Point Spread, the undersigned shall so notify
Noteholder in writing of said election ("Maker's Notice of
Acceptance of the Third Point Spread"), in accordance with the
notice provisions contained in the Mortgage, by not later than
the fifteenth day of November, 2011.

          (ii) (B) In the event the undersigned shall elect to
reject the Third Point Spread, by written notice to Noteholder,
or in the event Noteholder has not received Maker's Notice of
Acceptance of the Third Point Spread prior to November 16, 2011,
then in either of such events, notwithstanding anything herein
contained to the contrary, the entire principal balance of this
Note, together with all accrued and unpaid interest hereon
computed at the Second Adjusted Interest Rate and any other
payments due hereunder, except the Make Whole Premium hereinafter
described, shall become due and payable without offset and
without notice on March 15, 2012.

     (k)  NOTICE OF THIRD SELECTION DATE.    In the event the
undersigned has notified the Noteholder of Maker's Notice of
Acceptance of the Third Point Spread pursuant to subparagraph (j)
(ii) (A) above, the undersigned shall notify Noteholder in
writing ("Maker's Notice of Third Selection Date"), in accordance
with the notice provisions contained in the Mortgage, of the
undersigned's proposed date on which to establish the Third
Adjusted Interest Rate (any such date proposed by the undersigned
or Noteholder, the "Third Selection Date").  Such Third Selection
Date shall be mutually acceptable to the undersigned and
Noteholder and shall not be (x) prior to November 15, 2011; (y)
earlier than Maker's Notice of Third Selection Date, or (z) later
than January 20, 2012 and, to the extent mutually agreed upon by
the undersigned and Noteholder, shall be deemed the "Approved
Third Selection Date".  Notwithstanding the above, for purposes
of this subparagraph (k), Noteholder will accept a facsimile of
Maker's Notice of Third Selection Date provided a hard copy of
the same is received by Noteholder the following day via a
reputable overnight delivery service.  If Noteholder has not
received Maker's Notice of Third Selection Date on or before
January 20, 2012 and/or Noteholder and the undersigned have not
mutually agreed upon the Third Selection Date, Noteholder shall
establish the Third Adjusted Interest Rate on January 20, 2012
using the then current yield in effect at 11:00 A.M. Central
Standard Time on January 20, 2012 on the Third Treasury Issue and
the Third Adjusted Interest Rate shall be equal to the sum of (i)
such current yield on the Third Treasury Issue and (ii) the Third
Point Spread, rounded up to the nearest 1/1000 of 1%
(hereinbefore and hereinafter the "Third Adjusted Interest Rate")
and Noteholder shall notify the undersigned in writing, in
accordance with the notice provision contained in the Mortgage,
of the Third Adjusted Interest Rate, but in any event the rate
shall become effective on February 15, 2012.

     (l)  THIRD ADJUSTED INTEREST RATE/THIRD ADJUSTED INTEREST
RATE PERIOD/PAYMENT.

          (i)  If Noteholder has received Maker's Notice of Third
Selection Date and the Approved Third Selection Date has been
established pursuant to subparagraph (k) above, Noteholder shall
establish the Third Adjusted Interest Rate on the Approved Third
Selection Date using the then current yield in effect at the
close of business on the Approved Third Selection Date on the
Third Treasury Issue and the Third Adjusted Interest Rate shall
be equal to the sum of (i) such current yield on the Third
Treasury Issue and (ii) the Third Point Spread, rounded up to the
nearest 1/1000 of 1% (hereinbefore and hereinafter the "Third
Adjusted Interest Rate") or, if Noteholder has established the
Third Adjusted Interest Rate on January 20, 2012 as aforesaid, in
either such event, except as otherwise provided herein, the
outstanding principal balance hereof shall bear interest at the
Third Adjusted Interest Rate commencing February 15, 2012 until
payment in full of this Note, and shall be payable as set forth
in paragraph (l) (ii) below.

          (ii)  Commencing on the fifteenth day of March, 2012
and continuing on the fifteenth day of each and every month
thereafter, to and including the fifteenth day of February, 2017,
the undersigned shall pay equal monthly installments of principal
and interest, in an amount necessary to amortize fully the
outstanding principal balance of this Note as of February 15,
2012, over a five (5) year period commencing February 15, 2012,
with interest at the Third Adjusted Interest Rate.

     (m)  THIRD EXTENSION PERIOD.  Notwithstanding the provisions
of subparagraph (j) (ii) (B) to the contrary and the March 15,
2012 due date, subject to (i) Noteholder's non-receipt of Maker's
Notice of Acceptance of the Third Point Spread prior to November
16, 2011 and (ii) Noteholder's receipt, prior to January 15, 2012
of the undersigned's written request (the "Maker's Third
Extension Request"), delivered in accordance with the notice
provisions contained in the Mortgage, to extend the date within
which to pay the amounts set forth in subparagraphs (j) (ii) (B)
above, provided no Event of Default, as that term is defined in
the Mortgage, has occurred and is continuing, Noteholder shall
agree to grant an additional period for payment of the aforesaid
amounts until August 15, 2012 (the period from February 15, 2012
to and including August 14, 2012 being hereinafter sometimes
referred to as the "Third Extension Period"); provided, however,
in the event the undersigned delivers Maker's Third Extension
Request, notwithstanding anything herein contained to the
contrary, (1) interest shall accrue on the then outstanding
principal balance of this Note from February 15,  2012 until
paid, at a rate equal to the greater of (A) the Second Adjusted
Interest Rate, (B) the Third Adjusted Interest Rate that would
have been established by Noteholder pursuant to subparagraphs (k)
and (l)(ii) above, or (C) two hundred (200) basis points in
excess of the then current yield on a six month Treasury Bill
selected by Noteholder being closest in maturity to August 15,
2012 (the "Third Extension Interest Rate"); and (2) commencing on
March 15, 2012 and on the fifteenth day of each month thereafter
until paid, the undersigned shall pay equal monthly installments
of principal and interest, in an amount necessary to amortize
fully the then outstanding principal balance of this Note over a
period of five (5) years with interest at the Third Extension
Interest Rate; provided further, however, the entire principal
balance of this Note, together with all accrued and unpaid
interest thereon computed at the Third Extension Interest Rate,
and any other payments due hereunder, except the Make Whole
Premium hereinafter described, shall become due and payable
without offset and without notice on August 15, 2012.

     The effective date of the First Adjusted Interest Rate, the
Second Adjusted Interest Rate and the Third Adjusted Interest
Rate (i.e. February 15, 2002, February 15, 2007 and February 15,
2012) shall sometimes hereinafter be collectively referred to as
the "Adjustment 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.  All
principal and interest shall be paid in lawful money of the
United States of America.

     Notwithstanding anything herein to the contrary, except as
otherwise provided in paragraphs (b)(ii)(B) and (e); (f)(ii) (B)
and (i) and (j)(ii)(B) and (m) above, the entire principal
balance hereof together with all accrued and unpaid interest
thereon computed as aforesaid and any other payments due
hereunder, shall be due and payable in all events without offset
on February 15, 2017 (the "Maturity Date").

          The undersigned shall provide to Noteholder, as soon as
practicable after any Adjustment Date, at the undersigned's
expense, an updated endorsement to Noteholder's mortgagee title
insurance policy (hereinafter the "Endorsement to Title Policy")
or, if such updated endorsement cannot be obtained in form and
substance reasonably satisfactory to Noteholder, a new standard
mortgagee title insurance policy (the "Title Policy"), in form
and substance and by an issuer satisfactory to Noteholder which
shall be effective as of the Adjustment Date.  The Title Policy
or Endorsement to Title Policy (i) shall insure that the Mortgage
as of the Adjustment Date, shall continue to be a valid first
lien on the property described in the Title Policy (the
"Premises") in the full amount of the Loan subject only to those
exceptions which had been previously submitted to and approved by
Noteholder and (ii) shall contain no exceptions from coverage as
to mechanics liens. Noteholder also shall have received an
opinion of legal counsel acceptable to Noteholder at the expense
of the undersigned that the Loan is not usurious.

   Except as specifically set forth above, 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, (1) on March 15, 2002, March 15, 2007 or March 15,
2012 in the event Noteholder has not received the undersigned's
written acceptance of the applicable Treasury Issue and Point
Spread as provided in paragraphs (b)(ii) B, (f)(ii) (B) or
(j)(ii) (B) above or at any time upon thirty (30) days prior
written notice to Noteholder during the First, Second or Third
Extension Period provided the undersigned was entitled to make
and has made the appropriate Maker's Extension Request, without
payment of the Make Whole Premium or any other premium or
penalty, or (2) on any date (except as set forth in clause (1)
above) 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 respective U.S.
       Treasury Issue ("primary issue")* for the appropriate
       prepayment period as indicated in the table below,
       published two weeks 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 the end of the respective prepayment period
   as indicated in the table below, 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
       earlier of (i) the end of the respective prepayment
       period as indicated in the table below; or (ii) the
       Maturity Date) discounted at the Reinvestment Yield for
       the number of months remaining from the date of
       prepayment to the end of the respective prepayment period
       as indicated in the table below.
   (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.

   APPLICABLE U.S.
   TREASURY ISSUE                  PREPAYMENT PERIOD

   141/4% Treasury Issue             the date hereof to February
   maturing February, 2002         15, 2002

   _** % Treasury Issue            February 15, 2002 to
   maturing ____,_____             February 15, 2007

   _** % Treasury Issue            February 15, 2007 to
   maturing ____,_____             February 15, 2012

   _** % Treasury Issue            February 15, 2012 to
   maturing ____,_____             February 15, 2017
       **At this time there is not a U.S. Treasury Issue for
       this prepayment period.  At the time of prepayment
       Noteholder shall select in its sole and absolute
       discretion a U.S. Treasury Issue with similar remaining
       time to maturity as the appropriate prepayment period as
       indicated in the table above.
   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 Mortgage and Security
Agreement of even date herewith between the undersigned and
Principal Mutual Life Insurance Company 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 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 Spartanburg, State of South Carolina.
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 and
any general partner of the undersigned 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 and its
       general partner'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 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.

                                   WESTGATE MALL LIMITED
                                   PARTNERSHIP, a South Carolina
                                   limited partnership

                                   By: CBL/GP II, Inc., a Wyoming
                                   corporation, general partner



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

