PROMISSORY NOTE

THIS PROMISSORY NOTE (this " Note "), is made as of January 22, 2009 by CARUTH HAVEN, L.P .,  a Delaware limited partnership (" Borrower "), having an address at c/o Cornerstone Growth & Income REIT, Inc., 1920 Main Street, Suite 400, Irvine, CA 92614, to and in favor of CORNERSTONE OPERATING PARTNERSHIP, L.P. , a Delaware limited partnership, its successors and assigns (" Lender "), having an address at 1920 Main Street, Suite 400, Irvine, CA 92614.

NOW, THEREFORE, FOR VALUE RECEIVED , Borrower, unconditionally promises to pay to the order of Lender, without any counterclaim, setoff or deduction whatsoever, on the Maturity Date (as hereinafter defined), at the office of Lender, or at such other place as Lender may designate to Borrower in writing from time to time, the principal sum of FOURTEEN MILLION AND NO/100 DOLLARS ($14,000,000.00), together with interest on so much thereof as is from time to time outstanding and unpaid, from the date of the advance of the principal evidenced hereby, at the Note Rate (as such term is hereinafter defined), compounded annually, in lawful money of the United States of America, which shall at the time of payment be legal tender in payment of all debts and dues, public and private.

1.01            Payment of Principal and Interest .  Interest shall be computed hereunder based on a 360-day year and paid for the actual number of days elapsed for any whole or partial month in which interest is being calculated.  In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included (regardless of the time of day such advance is made), and the day on which funds are repaid shall be included unless repayment is credited prior to close of business.  Payments in federal funds immediately available in the place designated for payment received by Lender prior to 2:00 p.m. local time on a business day at the place designated for payment shall be credited prior to close of business, while other payments may, at the option of Lender, not be credited until immediately available to Lender in federal funds at the place designated for payment prior to 2:00 p.m. local time at said place of payment on a day on which Lender (or if Lender designates another entity to receive payment on behalf of Lender, such entity) is open for business.

Payment of interest only shall be payable in monthly installments, beginning on March 1, 2009, and continuing on the first day of each and every month (each a " Payment Date ") thereafter through and including January 22, 2010 (the " Maturity Date "), at which time the entire outstanding principal balance hereof, together with all accrued but unpaid interest thereon, shall be due and payable in full.  Each such monthly installment shall be applied first to the payment of accrued interest and then to reduction of principal.  If the advance of the principal amount evidenced by this Note is made on a date other than the first day of a calendar month, then Borrower shall pay to Lender contemporaneously with the execution hereof interest at the Note Rate (a) for a period from the date of such advance through and including the tenth day of the calendar month in which this Note is funded, if the advance of the principal amount evidenced by this Note is made prior to the first day of a calendar month, or (b) for a period from the date

of such advance through   and including the first day of the first calendar month following the month in which this Note is funded, if the advance of the principal amount evidenced by this Note is made after the first day of a calendar month.  For purposes of making payments hereunder, but not for purposes of calculating interest accrual periods, if the day on which any payment is due is not a Business Day (as defined in the Security Instrument), then amounts due on such date shall be due on the immediately preceding Business Day.

As used herein, the following terms shall have the meanings set out below:

(a)           “ Note Rate ” shall mean and refer to the rate per annum equal to the Prime Rate plus Three (3%) percent.  As of the date hereof, the Note Rate is 6.25%.  The Note Rate shall be set on the first day each calendar month by Lender and shall be applicable to interest accruing from the Payment Date occurring in such month through the next Payment Date; if the determination date of such Note Rate is not a Business Day, the Note Rate for such period shall be determined as of the immediately preceding Business Day.

(b)           ” Prime Rate ” shall mean and refer to a rate of interest per annum equal to the prime commercial rate published from time to time in The Wall Street Journal and if The Wall Street Journal shall no longer publish a prime rate or shall no longer be in existence, the prime rate as determined by Lender based on the prime rate announced by a major money center bank selected by Lender.  Each determination of the Prime Rate by Lender shall be conclusive, absent manifest error.  It is understood and agreed that such Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged by such bank to any customer.  Lender shall not be obligated to give notice of any change in the Prime Rate.

(c)           “ Required Debt Service Coverage Ratio ” shall mean a debt service coverage ratio, as determined by Lender, of not less than 1.60 to 1.00.

1.02           Prepayment .  This Note may be prepaid in whole but not in part (except as otherwise specifically provided herein) on any Payment Date, provided (i) written notice of such prepayment is received by Lender not more than thirty (30) days and not less than ten (10) days prior to the date of such prepayment; any such prepayment shall be accompanied by all interest accrued hereunder and all other sums due hereunder or under the other Loan Documents (as hereinafter defined).

Partial prepayments of this Note shall not be permitted, except partial prepayments resulting from Lender applying insurance or condemnation proceeds to reduce the outstanding principal balance of this Note as provided in the Security Instrument.  No notice of prepayment shall be required under the circumstance specified in the preceding sentence.  No principal amount repaid may be re-borrowed.  All such proceeds shall be payable to Lender unless prohibited by law, regulation, operation of such policy or the specific terms of the Loan Documents.  Partial payments of principal shall be applied to the unpaid principal balance evidenced hereby on the next succeeding Payment Date following Lender's determination to apply insurance or condemnation proceeds to the partial prepayment of the outstanding principal balance of this Note.

1.03           Security .  The indebtedness evidenced by this Note and the obligations created hereby are secured by, among other things, (a) that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the " Security Instrument "), dated of even date herewith, made by Borrower in favor of Lender, encumbering certain property located in Dallas County, Texas, and (b) an Assignment of Leases and Rents, dated of even date herewith, made by Borrower in favor of Lender (the " Assignment ").  The Security Instrument, the Assignment, together with this Note, any indemnity and

guaranty agreement, any hazardous substances indemnity agreement, and such other agreements, documents and instruments, together with any and all renewals, modifications, amendments, restatements, consolidations, substitutions, replacements, and extensions and modifications thereof, are herein referred to collectively as the " Loan Documents ".  All of the terms and provisions of the Loan Documents are incorporated herein by reference.  Some of the Loan Documents are to be filed for record on or about the date hereof in the appropriate public records.

1.04           Default .  It is hereby expressly agreed that should any default occur in the payment of principal or interest as stipulated above and such payment is not made when due, or should any other default occur under any of the Loan Documents which is not cured within any applicable grace or cure period therein, including without limitation, any sale, transfer, conveyance or other violation of the terms of Section 1.13 of the Security Instrument, then an “Event of Default” shall exist hereunder, and in such event the indebtedness evidenced hereby, including all sums advanced or accrued hereunder or under any other Loan Document, and all unpaid interest accrued thereon, shall, at the option of Lender and without notice to Borrower, at once become due and payable and may be collected forthwith, whether or not there has been a prior demand for payment and regardless of the stipulated date of maturity.

In the event that any payment is not received by Lender on the date when due, then in addition to any default interest payments due hereunder, Borrower shall also pay to Lender a late charge in an amount equal to five percent (5.0%) of the amount of such overdue payment in order to defray Lender's expenses in addressing and processing the delinquent payment and compensate Lender from the loss of the use of such payment.  Such amount shall be secured by the Loan Documents, but shall not result in any extension of the Maturity Date nor a waiver of any other right or remedy available to Lender in connection with the Loan Documents.

So long as any default exists hereunder, regardless of whether or not there has been an acceleration of the indebtedness evidenced hereby, and at all times after maturity of the indebtedness evidenced hereby (whether by acceleration or otherwise), interest shall accrue on the outstanding principal balance of this Note at a rate per annum equal to five percent (5.0%) plus the interest rate which would be in effect hereunder absent such default or maturity, or if such increased rate of interest may not be collected under applicable law, then at the maximum rate of interest, if any, which may be collected from Borrower under applicable law (the " Default Interest Rate "), and such default interest shall be immediately due and payable.  Such amounts shall be secured by the Loan Documents, but shall not result in any extension of the Maturity Date nor a waiver of any other right or remedy available to Lender in connection with the Loan Documents.

Borrower acknowledges that it would be extremely difficult or impracticable to determine Lender's actual damages resulting from any late payment or default, and such late charges and default interest are reasonable estimates of those damages and do not constitute a penalty.  The remedies of Lender in this Note or in the other Loan Documents, or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together in Lender's discretion.  Time is of the essence with respect to all matters concerning or relating to this Note.  Borrower agrees to pay on demand all expenses and costs of enforcement, administration and collection incurred or paid by Lender including, but not limited to, reasonable attorneys’ fees and disbursements of Lender, whether or not with respect to retained firms, the reimbursement for the expenses of in-house staff, or otherwise and whether or not any legal proceeding is commenced hereunder.  The foregoing amounts shall be paid together with interest thereon at the Default Interest Rate from the date paid or incurred by Lender until such expenses are paid by the Borrower.

1.05           Exculpation .  Notwithstanding anything in the Loan Documents to the contrary, but subject to the qualifications set forth below, Lender agrees that (i) Borrower shall be liable

upon the indebtedness evidenced hereby and for the other obligations arising under the Loan Documents to the full extent (but only to the extent) of the security therefore, the same being all properties (whether real or personal), rights, estates and interests now or at any time hereafter securing the payment of this Note and/or the other obligations of Borrower under the Loan Documents (collectively, the " Property "), (ii) if default occurs in the timely and proper payment of all or any part of such indebtedness evidenced hereby or in the timely and proper performance of the other obligations of Borrower under the Loan Documents, any judicial proceedings brought by Lender against Borrower shall be limited to the preservation, enforcement and foreclosure, or any thereof, of the liens, security titles, estates, assignments, rights and security interests now or at any time hereafter securing the payment of this Note and/or the other obligations of Borrower under the Loan Documents, and confirmation of any sale under power of sale, and no attachment, execution or other writ of process shall be sought, issued or levied upon any assets, properties or funds of Borrower other than the Property except with respect to the liabilities described below in this section and in Section 1.06 below, and (iii) in the event of a foreclosure of such liens, security titles, estates, assignments, rights or security interests securing the payment of this Note and/or the other obligations of Borrower under the Loan Documents, whether by judicial proceedings or exercise of power of sale, no judgment for any deficiency upon the indebtedness evidenced hereby shall be sought or obtained by Lender against Borrower, except with respect to the liability described below in this section; provided , however , that, notwithstanding the foregoing provisions of this section, Borrower shall be fully and personally liable and subject to legal action (a) for proceeds paid under any insurance policies (or paid as a result of any other claim or cause of action against any person or entity) by reason of damage, loss or destruction to all or any portion of the Property, to the full extent of such proceeds not previously delivered to Lender, but which, under the terms of the Loan Documents, should have been delivered to Lender, (b) for proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of all or any portion of the Property, or any of them, to the full extent of such proceeds or awards not previously delivered to Lender, but which, under the terms of the Loan Documents, should have been delivered to Lender, (c) for all tenant security deposits or other refundable deposits paid to or held by Borrower or any other person or entity in connection with leases of all or any portion of the Property which are not applied in accordance with the terms of the applicable lease or other agreement, (d) for rent and other payments received from tenants under leases of all or any portion of the Property paid more than one (1) month in advance, (e) for rents, issues, profits and revenues of all or any portion of the Property received or applicable to a period after any notice of default from Lender hereunder or under the Loan Documents in the event of any default hereunder