Exhibit 10.3 

**PROMISSORY NOTE**

 

**RECITALS**

A.     Wells VAF– 330 Commerce Street, LLC (“**Commerce**”), Wells VAF – Parkway at Oak Hill, LLC (“**Parkway**”), and Wells VAF – 6000 Nathan Lane, LLC (“**Nathan**”), each a Delaware limited liability company(collectively, with their successors and permitted assigns “**Borrowers**”, and each a “**Borrower**”), each having an address at c/o Wells Mid-Horizon Value Added Fund I, LLC, 6200 The Corners Parkway, Norcross, GA 30092,and NXT Capital, LLC, a Delaware limited liability company, its successors and assigns (collectively, “**Lender”**) entered into that certain Loan Agreement of even date herewith (as amended, modified, restated, extended, supplementedor replaced from time to time, the “**Loan Agreement**”). 

B.     ThisPromissory Note (as amended, modified, restated, extended, supplemented or replaced from time to time, this “**Note**”) is made by Borrowers to evidence the Loan and is secured by, among other things, (i) that certain Deed ofTrust, Assignment of Leases and Rents, Security Agreement and Fixture Filing made by Parkway in favor of Lender (ii) that certain Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing made by Commerce in favor ofLender and (iii) that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing made by Nathan in favor of Lender, each of even date herewith encumbering, among other things, the Projects. Except as otherwise setforth herein, payment of this Note is governed by the Loan Agreement, the terms of which are incorporated herein by express reference as if fully set forth herein. Capitalized terms used and not otherwise defined herein shall have the meanings givento them in the Loan Agreement. 

**THEREFORE, FOR VALUE RECEIVED**, Borrowers hereby promise to pay to theorder of Lender the original principal amount of Thirty Million and No/100ths Dollars ($30,000,000.00) or so much thereof as may be advanced from time to time, together with all other amounts added thereto pursuant to this Note or otherwise payableto Lender under the Loan Documents, together with interest from the date hereof on the balance of principal from time to time outstanding, in United States currency, at the rates and at the times hereinafter described. Payments shall be made toLender at the following address: NXT CAPITAL, LLC, PO BOX 202861, Dallas, TX 75320-2861 (or such other address as Lender may hereinafter designate in writing to Borrowers). 

1.     **Interest and Monthly Payments**. All interest and principal shall bepaid at the times and in the amounts as required by the Loan Agreement. If not sooner due and payable, the entire indebtedness evidenced by this Note shall be due and payable on the Maturity Date, or any earlier date on which such indebtedness maybecome due, whether by acceleration or otherwise. 

2.     **Prepayment**. This Notemay be prepaid only as provided in Section 2.6 of the Loan Agreement. 

3.     **Default**.  Upon the occurrence of an Event of Default the unpaidbalance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Loan Agreement.

4.     **General Provisions**. 

        (a)     Writing.  This Notemay not be terminated or amended orally, but only by a termination signed by Lender or amendment in writing signed by Borrowers and Lender. 

        (b)     Security, Application of Payments.  This Note is secured by the liens, encumbrances and obligationscreated hereby and by the other Loan Documents and the terms and provisions of the other Loan Documents are hereby incorporated herein. Payments will be applied as set forth in the Loan Agreement. 

        (c)     Binding on Successors; Joint andSeveral.  This Note and all provisions hereof shall be binding upon Borrowers and all persons claiming under or through Borrowers, and shall inure to the benefit of Lender, together with its successors and assigns, including each ownerand holder from time to time of this Note. The obligations of Borrowers under the Note shall be joint and several obligations of Borrowers and of each Borrower, if more than one, and of each Borrower’s heirs, personal representatives,successors and assigns. The word “Lender”, when used herein, shall include the successors and assigns of Lender named herein, and the holder or holders, from time to time, of the Note, including any Holder subject to a Co-Lender Agreement.Lender may from time to time, without the consent of Borrowers, sell, transfer, pledge, assign, convey or syndicate this Note, the Loan and the Loan Documents (or any interest therein), and any and all servicing rights with respect thereto, and maygrant participations in the Loan, delegate its duties and obligations under the Loan and the Loan Documents, split the Loan into multiple parts, or this Note into multiple component notes or tranches or issue mortgage pass-through certificates orother securities evidencing a beneficial interest in rated or unrated public offerings or private placement. Borrowers shall not assign or attempt to assign its rights under this Note or any of the other Loan Documents or the Loan or delegate orattempt to delegate any of its duties or obligations under this Note or any of the other Loan Documents or the Loan and any purported assignment or delegation shall be void. 

        (d)     Time of Essence.  Timeis of the essence as to all dates set forth herein. 

        (e)     Costs andExpenses.  Borrowers promise and agree to pay, in addition to the principal, interest and other sums due and payable hereon, all out-of-pocket costs of collecting or attempting to collect this Note, including all reasonableattorneys’ fees and disbursements, as described in Article 9 of the Loan Agreement. 

 
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        (f)     Governing Law;Severability.  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF ILLINOIS (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), AND ANY APPLICABLE LAWS OF THE UNITED STATES OFAMERICA. THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS NOTE SHALL NOT AFFECT OR IMPAIR THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THE REMAINDER OF THIS NOTE, AND TO THIS END, THE PROVISIONS OF THIS NOTE ARE DECLARED TO BESEVERABLE. 

        (g)     Notices.  Noticesshall be given under this Note in conformity with the terms and conditions of the Loan Agreement. 

 
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Borrowers have delivered this Note as of the day and year first set forthabove. 

 
**BORROWERS:**
**WELLS VAF – 330 COMMERCE STREET, LLC, **a****

****Delaware limited liability company****
By:      Wells Mid-Horizon Value-Added Fund I, LLC, aGeorgia limited liability company, its sole member By:      
Wells Investment Management Company, LLC,

its Manager
  By: /s/ Kevin A. Hoover  Name:   Kevin A. Hoover  Title:   President
**WELLS VAF – PARKWAY AT OAK HILL, LLC, **a****

****Delaware limited liability company****
By: 
Wells Mid-Horizon Value-Added Fund I, LLC, a

Georgia limited liability company, its sole member
 By: 
Wells Investment Management Company, LLC,

its Manager
  By: /s/ Kevin A. Hoover  Name:   Kevin A. Hoover  Title:   President
**WELLS VAF – 6000 NATHAN LANE, LLC, **a Delaware****

****limited liability company****
By: 
Wells Mid-Horizon Value-Added Fund I, LLC, a

Georgia limited liability company, its sole member
 By: 
Wells Investment Management Company, LLC,

its Manager
  By: /s/ Kevin A. Hoover  Name:   Kevin A. Hoover  Title:   President
Signature Page to Promissory Note