Real Estate

PROMISSORY NOTE

Chicago, Illinois

$3,100,000.00

April 24, 2003

FOR VALUE RECEIVED, Horizon Group Properties, L.P., a Delaware limited partnership (?Borrower?), with a mailing address of 77 West Wacker Drive Suite 4200, Chicago, IL 60601 Attention: Gary J. Skoien promises to pay to the order of Amster Trading Company Charitable Remainder Unitrust dated March 10, 2003 or the holder hereof (?Lender?), at its office at 23811 Chagrin Boulevard, Suite 200, Beachwood, Ohio 44122, or such other place as Lender may designate in writing, in  . . .

PROMISSORY NOTE

FOR VALUE RECEIVED Borrower, having its principal place of business at BEDFORD WATERPARK, LLC, hereby unconditionally promises to pay to the order of BANK OF AMERICA, N.A., a national banking association, having an address at Bank of America Corporate Center, 214 North Tryon Street, Charlotte, North Carolina 28255 (Lender), the Original Principal Amount, in lawful money of the United States of America with interest thereon to be computed from the date of this Note at the Note Rate, and to be paid in accordance with the terms set forth below.  The Loan Terms Table set forth above is a part of this Note and all terms used in this Note which are defined in the Loan Terms Table shall have the meaning set forth therein.  All capitalized terms not defined herein shall have the respective meanings set forth in that certain Loan Agreement dated the date hereof between Lender and Borrower (together with all extensions, renewals, modifications, substitutions, restatements and amendments thereof, the Loan Agreement).

ARTICLE I    PAYMENT TERMS; MANNER OF PAYMENT

(a)

Borrower hereby agrees to pay sums due under this Note as follows:  an initial payment is due on the Closing Date for interest from the Closing Date through and including the last day of the calendar month in which the Closing Date occurs; and thereafter, except as may be adjusted in accordance with the last sentence of Section 1(b), consecutive monthly installments of (i) interest only in an amount calculated in accordance with Article 2 below (such amount, the I/O Monthly Payment Amount) shall be payable pursuant to the terms hereof on the first (1st) day of each month beginning on January 1, 2004 and on each Scheduled Payment Date thereafter through and including the Scheduled Payment Date occurring immediately prior to the Amortization Commencement Date; and (ii) principal and interest in an amount equal to the Principal and Interest Monthly Payment Amount shall be payable pursuant to the terms hereof on each Scheduled Payment Date beginning on January 1, 2006 until the entire indebtedness evidenced hereby is fully paid, except that any remaining indebtedness, if not sooner paid pursuant to the terms hereof, shall be due and payable on the Maturity Date.  Scheduled Payment Date means the first day of each calendar month during the term of the Loan commencing on January 1, 2004.

(b)

The Principal and Interest Monthly Payment Amount is computed on the basis of an amortization schedule for a loan having (i) a principal amount equal to the Original Principal Amount of this Note, (ii) an amortization period of thirty (30) years, and (iii) an annual interest rate equal to the Note Rate, computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each.  Borrower expressly understands and agrees that such computation of interest based on a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each is solely for the purpose of determining the Principal and Interest Monthly Payment Amount, and, notwithstanding such computation, interest shall accrue on the outstanding principal amount of the Loan as provided in Article 2 below.  Borrower understands and acknowledges that such interest accrual requirement results in more interest accruing on the Loan than if either a thirty (30) day month and a three hundred sixty (360) day year or the actual number of days and a three hundred sixty-five (365) day year were used to compute the accrual of interest on the Loan.  Borrower recognizes that such interest accrual requirement will not fully amortize the Loan within the amortization period set forth above.  Following any partial prepayment occurring solely as a result of the application of Insurance Proceeds or Awards pursuant to the terms of this Note and the other Loan Documents, Lender may, in its sole and absolute discretion, adjust the Principal and Interest Monthly Payment Amount or the I/O Monthly Payment Amount to give effect to any such partial prepayment, provided, however, that in no event will any such adjustment result in any such installment becoming due and payable on any date after the Maturity Date.

(c)

Each payment by Borrower hereunder shall be made to Bank of America, P.O. Box 515228, Los Angeles, California 90051-6528, Attn: Capital Markets Servicing Group #1777, or at such other place as Lender may designate from time to time in writing.  Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, such payment shall be made on the first Business Day preceding such scheduled due date.  All payments made by Borrower hereunder or under the other Loan Documents shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaims.

(d)

Prior to the occurrence of an Event of Default, all monthly payments made as scheduled on this Note shall be applied first to the payment of interest computed at the Note Rate, and the balance toward the reduction of the principal amount of this Note.  All voluntary and involuntary prepayments on this Note shall be applied, to the extent thereof, to accrued but unpaid interest on the amount prepaid, to the remaining Principal Amount, and any other sums due and unpaid to the Lender in connection with the Loan, in such manner and order as Lender may elect in its sole and absolute discretion, including, but not limited to, application to principal installments in inverse order of maturity.  Following the occurrence of an Event of Default, any payment made on this Note shall be applied to accrued but unpaid interest, late charges, accrued fees, the unpaid principal amount of this Note, and any other sums due and unpaid to Lender in connection with the Loan, in such manner and order as Lender may elect in its sole and absolute discretion.

(e)

Remittances in payment of any part of the indebtedness other than in the required amount in immediately available U.S. funds shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by the holder hereof in immediately available U.S. funds and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practices of the collecting bank or banks.

ARTICLE II    INTEREST

The Loan shall bear interest at a fixed rate per annum equal to the Note Rate.  Interest shall be computed based on the daily rate produced assuming a three hundred sixty (360) day year, multiplied by the actual number of days elapsed.  Except as otherwise set forth herein or in the other Loan Documents, interest shall be paid in arrears.

ARTICLE III    DEFAULT AND ACCELERATION

The Debt shall without notice become immediately due and payable at the option of Lender if any payment required in this Note is not paid prior to the tenth day following the date when due or if not paid on the Maturity Date or on the happening of any other Event of Default.

ARTICLE IV    PAYMENTS AFTER DEFAULT

Upon the occurrence and during the continuance of an Event of Default, interest on the outstanding principal balance of the Loan and, to the extent permitted by law, overdue interest and other amounts due in respect of the Loan shall accrue at a rate per annum equal to the lesser of (a) the maximum rate permitted by applicable law, or (b) four percent (4%) above the Note Rate (such rate, the Default Rate).  Interest at the Default Rate shall be computed from the occurrence of the Event of Default until the earlier of (i) the actual receipt and collection of the Debt (or that portion thereof that is then due) and (ii) the cure of such Event of Default.  To the extent permitted by applicable law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Mortgage.  This Article shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default; the acceptance of any payment from Borrower shall not be deemed to cure or constitute a waiver of any Event of Default; and Lender retains its rights under this Note, the Loan Agreement and the other Loan Documents to accelerate and to continue to demand payment of the Debt upon the happening of and during the continuance any Event of Default, despite any payment by Borrower to Lender.