PROMISSORY NOTE





$7,000,000

                                                                   March 6, 2001



         FOR VALUE RECEIVED Marshall Fifth Venture LLC ("Marshall"), a Delaware

limited liability company and West Third Venture LLC ("West Third"), a Delaware

limited liability company, collectively as maker, having their principal place

of business c/o Radiant Realty LLC, 1212 Avenue of the Americas, 18th Floor, New

York, New York 10036 (collectively, Marshall and West Third are hereinafter

referred to as the "Borrower"), hereby jointly, severally and unconditionally

promise to pay to the order of First Union Real Estate Equity and Mortgage

Investments, an Ohio business trust, having an address c/o Imowitz, Koenig &

Co., LLP, 125 Park Avenue, New York, New York 10017, Attention: Neil Koenig

("Lender"), or at such other place as the holder hereof may from time to time

designate in writing, the principal sum of SEVEN MILLION ($7,000,000) DOLLARS,

in lawful money of the United States of America with interest thereon to be

computed from the date of this Note at either the (i) the Initial Interest Rate

(defined below) or (ii) Extension Interest Rate (defined below), and to be paid

as provided herein.



1.       CERTAIN DEFINED TERMS



         As used herein the following terms shall have the meanings set forth

below:



         (a)      "Initial Interest Rate" shall mean an interest rate equal to

                   11% per annum.



         (b)      "Extension Interest Rate" shall mean an interest rate equal

                   to 15% per annum.



         (c)      "Loan" shall mean the loan evidenced by this Note.



         (d) "Loan Documents" shall mean this Note, the Security Instruments,

and any other documents or instruments which now or shall hereafter wholly or

partially secure or guarantee payment of this Note or which have otherwise been

executed by Borrower and/or any other person in connection with the Loan.



         (e) "Maturity Date" shall mean either (i) July 6, 2001 or (ii) if

Borrower extends the repayment of this Note pursuant to the terms described

below, September 6, 2001 (sometimes hereinafter September 6, 2001 is referred to

as the "Extended Maturity Date").



         (f) "Security Instruments" shall mean (i) that certain Deed of Trust,

Assignment and Security Agreement dated the date hereof in the principal sum of

$7,000,000 given by Marshall to (or for the benefit of) Lender covering the fee

estate of Marshall in certain premises located in the City of Richmond, State of

Virginia, and other property, as more particularly described therein (the

"Marshall Property") and (ii) that certain Open-End Mortgage and Security

Agreement and Assignment of Leases and Rents dated the date hereof in the

principal sum of $7,000,000 given by West Third to (or for the benefit of)

Lender covering the fee estate of West Third in certain premises located in the

City of Cleveland, State of Ohio and other property, as more particularly

described therein ("West Third Street Property") (collectively, the Marshall

Property and the West Third Street Property, are hereinafter referred to as the

"Property"). Notwithstanding anything contained herein to the contrary, the

Security Instruments collectively secure this Note.



2.       PAYMENT TERMS



         (a) Borrower shall make payments of interest only payable in monthly

installments commencing on April 1, 2001 through and including July 1, 2001 (or

September 1, 2001 if Borrower elects to extend the Maturity Date of this Loan to

the Extended Maturity Date pursuant to the terms described below. The principal

sum and the balance of all interest that shall have accrued thereon shall be due

and payable on the Maturity Date.



         (b) Interest on the principal sum of this Note shall be calculated by

multiplying the actual number of days elapsed in the period for which interest

is being calculated by (i) the Initial Interest Rate through July 6, 2001 and

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