<PAGE>

                                                                   Exhibit 10.73

                                PROMISSORY NOTE


$55,434,006.00

                                                               February 28, 2001

     FOR VALUE RECEIVED, SFHI, LLC, a Delaware limited liability company, as
maker, having its principal place of business at 4336 Losee Road, #9, North Las
Vegas, Nevada 89030 ("Borrower"), hereby unconditionally promises to pay to the
order of LEHMAN BROTHERS HOLDINGS INC., D/B/A LEHMAN CAPITAL, A DIVISION OF
LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, having an address at
Three World Financial Center, 200 Vesey Street, New York, New York 10285
("Lender"), or at such other place as the holder hereof may from time to time
designate in writing, the principal sum of FIFTY-FIVE MILLION FOUR HUNDRED
THIRTY FOUR THOUSAND SIX AND 00/100 ($55,434,006.00) DOLLARS, in lawful money of
the United States of America with interest thereon to be computed from the date
of this Note at the Applicable Interest Rate (defined below), and to be paid in
installments as provided herein.

1.   CERTAIN DEFINED TERMS

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

     (a)  "Accrual Period" means the period commencing on the eleventh (11th)
day of a calendar month and ending on the tenth (10th) day of the succeeding
calendar month; provided that if this Note is dated as of any date other than
the eleventh (11th) day of a month, the first Accrual Period shall (i) consist
of only the date hereof, if the date hereof is the tenth (10th) day of a month,
or (ii) commence on the date hereof and shall end on the next tenth (10th) day
of a calendar month to occur after the date hereof.

     (b)  "Applicable Interest Rate" shall mean an interest rate equal to 7.01%
per annum.

     (c)  "Monthly Payment" shall mean, for the Monthly Payment Date occurring
on April 11, 2001, a payment equal to $392,835.07, and for each Monthly Payment
Date falling within each of the periods set forth below, a payment in the amount
set forth next to such period Monthly Payment Dates listed below, including the
Monthly Payment Dates listed next to the applicable amount:

<TABLE>
          <S>                                     <C>
           (1)  May 11, 2001--April 11, 2002:     $402,655.95
           (2)  May 11, 2002--April 11, 2003:     $412,722.35
           (3)  May 11, 2003--April 11, 2004:     $423,040.41
           (4)  May 11, 2004--April 11, 2005:     $433,616.42
           (5)  May 11, 2005--April 11, 2006:     $444,456.83
           (6)  May 11, 2006--April 11, 2007:     $455,568.25
           (7)  May 11, 2007--April 11, 2008:     $466,957.46
           (8)  May 11, 2008--April 11, 2009:     $478,631.39
           (9)  May 11, 2009--April 11, 2010:     $490,597.18
          (10)  May 11, 2010--April 11, 2011:     $502,862.11
          (11)  May 11, 2011--April 11, 2012:     $515,433.66
          (12)  May 11, 2012--April 11, 2013:     $528,319.50
          (13)  May 11, 2013--March 11, 2014:     $541,527.49
</TABLE>

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

     (e)  "Loan Documents" shall mean this Note, the Security Instrument, 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.

     (f)  "Lockout Period Expiration Date" shall mean the earlier of (a) the
fourth (4th) anniversary of the date hereof, and (b) two years and one day from
the "startup day" of any "real estate mortgage investment conduit" (as such
terms are defined in Sections 860G and 860D, respectively, of the
<PAGE>

Internal Revenue Code of 1986, as amended or any successor statute thereto)
which may acquire the Loan.

     (g)  "Maturity Date" shall mean April 11, 2014.

     (h)  "Monthly Payment Date" shall mean the eleventh (11th) day of each
calendar month prior to the Maturity Date commencing on (i) the eleventh (11th)
day of the next succeeding calendar month after the date hereof if this Note is
dated on or prior to the eleventh (11th) day of a month; or (ii) the eleventh
(11th) day of the second succeeding calendar month after the date hereof if this
Note is dated after the eleventh (11th) day of a month.

     (i)  "Security Instrument" shall mean the Deed of Trust and Security
Agreement dated the date hereof in the principal sum of FIFTY-FIVE MILLION FOUR
HUNDRED THIRTY FOUR THOUSAND SIX AND 00/100 ($55,434,006.00) DOLLARS given by
Borrower to (or for the benefit of) Lender covering the fee estate of Borrower
in certain premises located in Montgomery County, State of Maryland, and other
property, as more particularly described therein (collectively, the "Property").

2.   PAYMENT TERMS

     (a)  If this Note is dated as of a date other than the eleventh (11th) day
of a calendar month, a payment shall be due from Borrower to Lender on the date
hereof on account of all interest scheduled to accrue on the principal sum from
and after the date hereof through and including the last day of the current
Accrual Period. The Monthly Payment shall be due from Borrower to Lender on each
Monthly Payment Date, with each Monthly Payment to be applied as follows: (i)
first, to the payment of interest which has accrued during the preceding Accrual
Period computed at the Applicable Interest Rate, and (ii) the balance toward the
reduction of the principal sum. The balance of the principal sum and all
interest thereon shall be due and payable on the Maturity Date. 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 a daily
rate based on a 360-day year.

     (b)  Unless payments are made in the required amount in immediately
available funds at the place where this Note is payable, remittances in payment
of all or any part of the Debt (defined below) shall not, regardless of any
receipt or credit issued therefor, constitute payment until the required amount
is actually received by Lender in funds immediately available at the place where
this Note is payable (or any other place as Lender, in Lender's sole discretion,
may have established by delivery of written notice thereof to Borrower) and
shall be made and accepted subject to the condition that any check or draft may
be handled for collection in accordance with the practice of the collecting bank
or banks.

3.   DEFAULT AND ACCELERATION

     (a)  The whole of the principal sum of this Note, (b) interest, default
interest, late charges and other sums, as provided in this Note, the Security
Instrument or the other Loan Documents, (c) all other monies agreed or provided
to be paid by Borrower in this Note, the Security Instrument or the other Loan
Documents, (d) all sums advanced pursuant to the Security Instrument to protect
and preserve the Property and the lien and the security interest created
thereby, and (e) all sums advanced and costs and expenses incurred by Lender in
connection with the Debt (defined below) or any part thereof, any renewal,
extension, or change of or substitution for the Debt or any part thereof, or the
acquisition or perfection of the security therefor, whether made or incurred at
the request of Borrower or Lender (all the sums referred to in (a) through (e)
above shall collectively be referred to as the "Debt") shall without notice
become immediately due and payable at the option of Lender if any payment
required in this Note prior to the Maturity Date is not paid on the date when
due or on the happening of any other default, after the expiration of any
applicable notice and grace periods, herein or under the terms of the Security
Instrument or any of the other Loan Documents (collectively, an "Event of
Default"). Notwithstanding anything contained herein to the contrary, no Event
of Default shall occur due to any failure to pay any Monthly Payment resulting
solely from the failure by Lender to receive the monthly rent payment under the
Net Lease intended to be applied to the payment of such Monthly Payment, until
the date which is five (5) days from the date of Lender's notice to Borrower of
Lender's failure to receive such monthly rent payment on the first day of a
calendar month. For the purposes of the preceding sentence, the rent payable
under the Net Lease in any particular month shall be deemed to be intended to be
applied to the Monthly Payment due in that month (for example, the monthly rent
payment due under the Net Lease in April, 2001 is deemed to be intended to be
applied to the Monthly Payment due on April 11, 2001).

                                       2
<PAGE>

4.   DEFAULT INTEREST

     Borrower does hereby agree that upon the occurrence of an Event of Default,
Lender shall be entitled to receive and Borrower shall pay interest on the
entire unpaid principal sum at a rate (the "Default Rate") equal to (i) the
greater of (a) the Applicable Interest Rate plus three percent (3%) and (b) the
Prime Rate (as hereinafter defined) plus four percent (4%) or (ii) the maximum
interest rate that Borrower may by law pay, whichever is lower. The Default Rate
shall be computed from the occurrence of the Event of Default until the earlier
of the date upon which the Event of Default is cured or the date upon which the
Debt is paid in full. Interest calculated at the Default Rate shall be added to
the Debt, and shall be deemed secured by the Security Instrument. This
provision, however, 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 "Prime Rate" shall mean the annual rate of interest publicly announced
by Citibank, N.A. in New York, New York, as its base rate, as such rate shall
change from time to time. If Citibank, N.A. ceases to announce a base rate,
Prime Rate shall mean the rate of interest published in The Wall Street Journal
from time to time as the Prime Rate. If more than one Prime Rate is published in
The Wall Street Journal for a day, the average of the Prime Rates shall be used,
and such average shall be rounded up to the nearest one-quarter of one percent
(.25%). If The Wall Street Journal ceases to publish the "Prime Rate", the
Lender shall select an equivalent publication that publishes such "Prime Rate",
and if such prime rates are no longer generally published or are limited,
regulated or administered by a governmental or quasi-governmental body, then
Lender shall select a comparable interest rate index.

5.   PREPAYMENT; DEFEASANCE

     (a)  Borrower shall not have the right or privilege to prepay all or any
portion of the principal amount of this Note until the date which is fifteen
(15) days prior to the Maturity Date. From and after such date, provided no
Event of Default exists, the principal balance of this Note may be prepaid, in
whole but not in part, upon: (i) not less than fifteen (15) days prior written
notice (the "Prepayment Notice") to Lender specifying the earliest date on which
prepayment is to be made (the "Prepayment Date"); (ii) payment of all accrued
and unpaid interest on the outstanding principal balance of this Note to and
including the Prepayment Date together with a payment of all interest which
would have accrued on the principal balance of this Note to and including the
last day of the Accrual Period in which the Prepayment Date occurs; and (iii)
payment of all other sums then due under this Note, the Security Instrument and
the other Loan Documents. Lender shall not be obligated to accept any prepayment
of the principal balance of this Note unless it is accompanied by all sums due
in connection therewith.

     (b)  (i)  At any time from and after the Lockout Period Expiration Date and
provided no Event of Default exists at the time, Borrower may obtain the release
of the Property from the lien of the Security Instrument and the other Loan
Documents upon the satisfaction of the following conditions precedent:

        (1)  Borrower shall have provided Lender with not less than thirty (30)
             days and not more than sixty (60) days prior written notice
             specifying the date (the "Release Date") on which the Defeasance
             Deposit (hereinafter defined) is to be made;

        (2)  Borrower shall have paid to Lender all interest accrued and unpaid
             on the principal balance of this Note to and including the Release
             Date;

        (3)  Borrower shall have paid to Lender all other sums due and payable
             under this Note, the Security Instrument and the other Loan
             Documents through and including the Release Date (including, but
             not limited to, any Monthly Payment which may be due and payable on
             the Release Date);

        (4)  Borrower shall have paid to Lender the Defeasance Deposit
             (hereinafter defined);

        (5)  The transactions contemplated by this Section 5(b) shall not cause
             the Loan to lose its status as a "qualified mortgage" within the
             meaning of Sections 860D and 860G(a)(3)

                                       3
<PAGE>

             of the Internal Revenue Code of 1986, as amended, or any successor
             statute thereto; and

        (6)  Borrower shall have delivered to Lender the following:

          (A)   a security agreement, in form and substance satisfactory to
                Lender, creating a first priority lien on the Defeasance Deposit
                and the Government Securities (hereinafter defined) purchased on
                behalf of Borrower with the Defeasance Deposit in accordance
                with the provisions of this Section 5(b) (the "Pledge
                Agreement"), which Pledge Agreement shall provide, among other
                things, that any excess payments of principal and interest
                received by Lender under the Government Securities over the
                amount needed to make payments of principal and interest and
                other sums due from Borrower hereunder shall be refunded to
                Borrower;

          (B)   a release of the Property from the lien of the Security
                Instrument (for execution by Lender) in a form appropriate for
                the jurisdiction in which the Property is located;

          (C)   an officer's certificate of Borrower certifying that the
                requirements set forth in this Section 5(b) have been satisfied;

          (D)   a certificate by Borrower's independent public accountant
                certifying that the cash flow from the Government Securities
                will be sufficient to timely meet all Scheduled Defeasance
                Payments;

          (E)   an opinion of counsel for Borrower in form satisfactory to
                Lender stating, among other things, that Lender will have a
                perfected first priority security interest in the Defeasance
                Deposit and the Government Securities to be purchased on behalf
                of Borrower;

          (F)   evidence in writing from the applicable Rating Agencies (as
                defined in the Security Instrument) to the effect that such
                release will not result in a re-qualification, downgrade,
                reduction or withdrawal of any rating in effect immediately
                prior to such defeasance for any Securities (as defined in the
                Security Instrument); and

          (G)   such other certificates, documents or instruments as Lender may
                reasonably request.

The Defeasance Deposit shall be used to purchase Government Securities which
provide payments which are (A) payable on or prior to, but as close as possible
to, all successive Monthly Payment Dates after the Release Date and the Maturity
Date and (B) in amounts necessary to meet the scheduled payments of principal
and interest due under this Note on such dates (the "Scheduled Defeasance
Payments"). Borrower, pursuant to the Pledge Agreement or other appropriate
documents, shall authorize and direct that the payments received from the
Government Securities be made directly to Lender and applied to satisfy the
obligations of the Borrower under this Note.

          (ii)  Upon compliance with the requirements of this Section 5(b), the
Property shall be released from the lien of the Security Instrument and the
pledged Defeasance Deposit and the Government Securities purchased therewith
shall be the sole source of collateral securing this Note. In connection with
such release, Lender, or its designee, shall establish or designate a successor
entity (the "Successor Borrower") and Borrower shall transfer and assign all
obligations, rights and duties under and to this Note together with the pledged
Defeasance Deposit and/or Government Securities to such Successor Borrower. Such
Successor Borrower shall assume the obligations of Borrower under this Note and
the Pledge Agreement and Borrower shall be relieved of its obligations
thereunder. Borrower shall pay all costs and expenses incurred by Lender,
including Lender's attorneys' fees and expenses and any Rating Agency fees, if
any, incurred in connection with this Section 5(b).

          (iii) For purposes hereof, the following terms shall have the
following meanings:

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<PAGE>

          (1)   The term "Defeasance Deposit" shall mean an amount equal to the
                sum of (1) the amount which will be sufficient to purchase
                Government Securities necessary to meet the Scheduled Defeasance
                Payments and (2) any revenue, documentary stamp or intangible
                taxes or any other tax or charge due in connection with the
                transfer of this Note or otherwise required to accomplish the
                agreements of this Section 5(b), all fees, costs and expenses
                incurred or to be incurred by Lender in the purchase of such
                Government Securities and the assumption payments referred to
                above;

          (2)   The term "Government Securities" shall mean (A) U.S. Treasury
                Obligations and (B) Non U.S. Treasury Obligations;

          (3)   The term "U.S. Treasury Obligations" shall mean direct, non
                callable, fixed rate obligations of the United States of
                America; and

          (4)   The term "Non U.S. Treasury Obligations" shall mean non
                callable, fixed rate obligations, other than U.S. Treasury
                Obligations, that are "government securities" within the meaning
                of Section 2(a)(16) of the Investment Company Act of 1940, as
                amended.

     (c)  Simultaneously with each Default Repayment (defined herein) occurring
prior to the Maturity Date, Borrower shall pay to Lender an amount equal to the
greater of: (A) three (3%) percent of the principal amount of this Note being
prepaid; and (B) the present value of a series of payments each equal to the
Payment Differential (hereinafter defined) and payable on each Monthly Payment
Date over the remaining original term of this Note and on the Maturity Date
discounted at the Reinvestment Yield (hereinafter defined) for the number of
months remaining from the date of the Default Repayment (the "Repayment Date")
to each such Monthly Payment Date and the Maturity Date. The term "Reinvestment
Yield" as used herein shall be equal to the lesser of (a) the (i) yield on the
U.S. Treasury issue (primary issue) with the same maturity date as the Maturity
Date; or (ii) if no such U.S. Treasury issue is available, then the interpolated
yield on the two U.S. Treasury issues (primary issues) with maturity dates (one
prior to and one following) that are closest to the Maturity Date; or (b) the
(i) yield on the U.S. Treasury issue (primary issue) with a term equal to the
remaining average life of the Debt, or (ii) if no such U.S. Treasury issue is
available, then the interpolated yield on the two U.S. Treasury issues (primary
issues) with terms (one prior to and one following) that are closest to the
remaining average life of the Debt, with each such yield being based on the bid
price for such issue as published in The Wall Street Journal on the date that is
14 days prior to the Repayment Date (or, if such bid price is not published on
that date, the next preceding date on which such bid price is so published) and
converted to a monthly compounded nominal yield. The term "Payment Differential"
as used herein shall be equal to (x) the Applicable Interest Rate minus the
Reinvestment Yield, divided by (y) 12 and multiplied by (z) the principal sum
being repaid on such Repayment Date after application of the Monthly Payment (if
any) due on the date of the Default Repayment, provided that the Payment
Differential shall in no event be less than zero. In no event, however, shall
Lender be required to reinvest any repayment proceeds in U.S. Treasury
obligations or otherwise.

     For purposes of this Note, the term "Default Repayment" shall mean a
repayment of all or any portion of the principal amount of this Note made during
the continuance of any Event of Default or after an acceleration of the Maturity
Date under any circumstances, including, without limitation, a repayment
occurring in connection with reinstatement of the Security Instrument provided
by statute under foreclosure proceedings or exercise of a power of sale, any
statutory right of redemption exercised by Borrower or any other party having a
statutory right to redeem or prevent foreclosure, any sale in foreclosure or
under exercise of a power of sale or otherwise.

6.   SECURITY

     This Note is secured by the Security Instrument and the other Loan
Documents. The Security Instrument is intended to be duly recorded in the public
records of the county where the Property is located. All of the terms, covenants
and conditions contained in the Security Instrument and the other Loan Documents
are hereby made part of this Note to the same extent and with the same force as
if they were fully set forth herein.

                                       5
<PAGE>

7.   SAVINGS CLAUSE

     This Note is subject to the express condition that at no time shall
Borrower be obligated or required to pay interest on the principal balance due
hereunder at a rate which could subject Lender to either civil or criminal
liability as a result of being in excess of the maximum interest rate which
Borrower is permitted by applicable law to contract or agree to pay. If by the
terms of this Note, Borrower is at any time required or obligated to pay
interest on the principal balance due hereunder at a rate in excess of such
maximum rate, the Applicable Interest Rate or the Default Rate, as the case may
be, shall be deemed to be immediately reduced to such maximum rate and all
previous payments in excess of the maximum rate shall be deemed to have been
payments in reduction of principal and not on account of the interest due
hereunder. All sums paid or agreed to be paid to Lender for the use,
forbearance, or detention of the Debt, shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
full stated term of the Note until payment in full so that the rate or amount of
interest on account of the Debt does not exceed the maximum lawful rate of
interest from time to time in effect and applicable to the Debt for so long as
the Debt is outstanding.

8.   LATE CHARGE

     If any sum payable under this Note is not paid on the date on which it is
due, regardless of whether such failure shall constitute an Event of Default,
Borrower shall pay to Lender upon demand an amount equal to the lesser of five
percent (5%) of the unpaid sum or the maximum amount permitted by applicable law
to defray the expenses incurred by Lender in handling and processing the
delinquent payment and to compensate Lender for the loss of the use of the
delinquent payment and the amount shall be secured by the Security Instrument
and the other Loan Documents.

9.   NO ORAL CHANGE

     This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

10.  JOINT AND SEVERAL LIABILITY

     If Borrower consists of more than one person or party, the obligations and
liabilities of each person or party shall be joint and several.

11.  WAIVERS, ETC.

     All payments required hereunder shall be made irrespective of, and without
any deduction for, any setoff, defense or counterclaim. Borrower and all others
who may become liable for the payment of all or any part of the Debt do hereby
severally waive presentment and demand for payment, notice of dishonor, protest
and notice of protest and non-payment and all other notices of any kind, other
than notices specifically required by the terms of this Note, the Security
Instrument and the other Loan Documents. No release of any security for the Debt
or extension of time for payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of this Note, the Security
Instrument or the other Loan Documents made by agreement between Lender or any
other person or party shall release, modify, amend, waive, extend, change,
discharge, terminate or affect the liability of Borrower, and any other person
or entity who may become liable for the payment of all or any part of the Debt,
under this Note, the Security Instrument or the other Loan Documents. No notice
to or demand on Borrower shall be deemed to be a waiver of the obligation of
Borrower or of the right of Lender to take further action without further notice
or demand as provided for in this Note, the Security Instrument or the other
Loan Documents. In addition, acceptance by Lender of any payment in an amount
less than the amount then due shall be deemed an acceptance on account only, and
the failure to pay the entire amount then due shall be and continue to be an
Event of Default. If Borrower is a partnership, the agreements herein contained
shall remain in force and applicable, notwithstanding any changes in the
individuals comprising the partnership, and the term "Borrower," as used herein,
shall include any alternate or successor partnership, but any predecessor
partnership and their partners shall not thereby be released from any liability.
If Borrower is a corporation or limited liability company, the agreements
contained herein shall remain in full force and applicable notwithstanding any
changes in the shareholders or members comprising, or the officers and directors
or managers relating to, the corporation or limited

                                       6
<PAGE>

liability company, and the term "Borrower" as used herein, shall include any
alternative or successor corporation or limited liability company, but any
predecessor corporation or limited liability company shall not be relieved of
liability hereunder.  (Nothing in the foregoing sentence shall be construed as a
consent to, or a waiver of, any prohibition or restriction on transfers of
interests in a partnership, corporation or limited liability company  which may
be set forth in the Security Instrument or any other Loan Document.)

12.  TRANSFER

     Upon the transfer of this Note, Borrower hereby waiving notice of any such
transfer, Lender may deliver all the collateral mortgaged, granted, pledged or
assigned pursuant to the Security Instrument and the other Loan Documents, or
any part thereof, to the transferee who shall thereupon become vested with all
the rights herein or under applicable law given to Lender with respect thereto,
and Lender shall thereafter forever be relieved and fully discharged from any
liability or responsibility in the matter; but Lender shall retain all rights
hereby given to it with respect to any liabilities and the collateral not so
transferred.

13.  WAIVER OF TRIAL BY JURY

     BORROWER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE APPLICATION
FOR THE LOAN, THIS NOTE, THE SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS OR
ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN
CONNECTION THEREWITH.

14.  EXCULPATION

     (a)  Except as otherwise provided herein, in the Security Instrument or in
the other Loan Documents, Lender shall not enforce the liability and obligation
of Borrower to perform and observe the obligations contained in this Note or the
Security Instrument by any action or proceeding wherein a money judgment shall
be sought against Borrower, except that Lender may sell the Property under any
power of sale or right of non-judicial foreclosure or bring a foreclosure
action, confirmation action, action for specific performance or other
appropriate action or proceeding to enable Lender to enforce and realize upon
this Note, the Security Instrument, the other Loan Documents, and the interest
in the Property, the Rents (as defined in the Security Instrument) and any other
collateral given to Lender created by this Note, the Security Instrument and the
other Loan Documents; provided, however, that any judgment in any such action or
proceeding shall be enforceable against Borrower only to the extent of
Borrower's interest in the Property, in the Rents and in any other collateral
given to Lender. Lender, by accepting this Note and the Security Instrument,
agrees that it shall not, except as otherwise provided in Section 10.10 of the
Security Instrument, sue for, seek or demand any deficiency judgment against
Borrower in any such action or proceeding, under or by reason of or under or in
connection with this Note, the other Loan Documents or the Security Instrument.
The provisions of this Article shall not, however, (i) constitute a waiver,
release or impairment of any obligation evidenced or secured by this Note, the
other Loan Documents or the Security Instrument; (ii) intentionally deleted;
(iii) impair the right of Lender to name Borrower as a party defendant in any
action or suit for judicial foreclosure and sale under the Security Instrument;
(iv) affect the validity or enforceability of any indemnity, guaranty, master
lease or similar instrument made in connection with this Note, the Security
Instrument, or the other Loan Documents; (v) impair the right of Lender to
obtain the appointment of a receiver; (vi) impair the enforcement of the
Assignment of Leases and Rents executed in connection herewith; (vii) impair the
right of Lender to obtain a deficiency judgment or judgment on the Note against
Borrower if necessary to obtain any insurance proceeds or condemnation awards to
which Lender would otherwise be entitled under the Security Instrument; provided
however, Lender shall only enforce such judgment against the insurance proceeds
and/or condemnation awards; or (viii) impair the right of Lender to enforce the
provisions of Sections 10.10, 11.2 and 11.3 of the Security Instrument.

     (b)  Notwithstanding the provisions of this Article 14 to the contrary,
Borrower shall be personally liable to Lender for the Losses (as defined in the
Security Instrument) it incurs due to: (i) fraud or intentional
misrepresentation by Borrower, its agents or principals in connection with the
execution and the delivery of this Note, the Security Instrument or the other
Loan Documents,

                                       7
<PAGE>

(ii) Borrower's misapplication or misappropriation of (A) Rents received by
Borrower, (B) tenant security deposits or Rents collected in advance, or (C)
insurance proceeds or condemnation awards, (iii) Borrower's failure to pay Taxes
(as defined in the Security Instrument), Insurance Premiums (as defined in the
Security Instrument), Other Charges (as defined in the Security Instrument)
(except to the extent that sums sufficient to pay such amounts have been
deposited in escrow with Lender pursuant to the terms of the Security
Instrument), charges for labor or materials or other charges that can create
liens on the Property, provided that Borrower's liability under this clause
(iii) shall not exceed an amount equal to the net operating income of the
Property for the twelve (12) month period preceding the related failure to pay,
less the amount of all Monthly Payments and required reserve payments made by
Borrower in accordance with this Note, the Security Instrument and the other
Loan Documents during such twelve (12) month period, (iv) Borrower's failure to
comply with the provisions of Sections 3.6, 3.10 or 5.9 of the Security
Instrument, or (v) Borrower's or any other Indemnitor's failure to comply with
the provisions of the Environmental Indemnity (as defined in the Security
Instrument).

     (c)  Notwithstanding the foregoing, the agreement of Lender not to pursue
recourse liability as set forth in Subsection (a) above SHALL BECOME NULL AND
VOID and shall be of no further force and effect (i) in the event of Borrower's
default under Sections 4.1 or 8.2 of the Security Instrument, or (ii) if the
Property or any part thereof shall become an asset in (1) a voluntary bankruptcy
or insolvency proceeding, or (2) an involuntary bankruptcy or insolvency
proceeding (A) which is commenced by any party controlling, controlled by or
under common control with Borrower (which shall include, but not be limited to,
any creditor or claimant acting in concert with Borrower or any of the foregoing
parties)(the "Borrowing Group") or (B) in which any member of the Borrowing
Group objects to a motion by Lender for relief from any stay or injunction from
the foreclosure of the Security Instrument or any other remedial action
permitted hereunder or under the Security Instrument or the other Loan
Documents, or (iii) if a court of competent jurisdiction holds that the
granting, execution or delivery of the Security Instrument or any other Loan
Documents is or constitutes a fraudulent conveyance under any bankruptcy,
insolvency or fraudulent conveyance law or is otherwise voidable under any such
laws.

     (d)  Nothing herein shall be deemed to be a waiver of any right which
Lender may have under Sections 506(a), 506(b), 1111(b) or any other provisions
of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt or
to require that all collateral shall continue to secure all of the Debt owing to
Lender in accordance with this Note, the Security Instrument and the other Loan
Documents.

15.  AUTHORITY

     Borrower (and the undersigned representative of Borrower, if any)
represents that Borrower has full power, authority and legal right to execute
and deliver this Note, the Security Instrument and the other Loan Documents and
that this Note, the Security Instrument and the other Loan Documents constitute
valid and binding obligations of Borrower.

16.  APPLICABLE LAW

     This Note shall be governed, construed, applied and enforced in accordance
with the laws of the state in which the Property is located and the applicable
laws of the United States of America.

17.  COUNSEL FEES

     In the event that it should become necessary to employ counsel to collect
the Debt or to protect or foreclose the security therefor, Borrower also agrees
to pay all reasonable fees and expenses of Lender, including, without
limitation, reasonable attorney's fees for the services of such counsel whether
or not suit be brought.

18.  NOTICES

     All notices or other written communications hereunder shall be deemed to
have been properly given (i) upon delivery, if delivered in person, (ii) one (1)
Business Day (defined below) after having been deposited for overnight delivery
with any reputable overnight courier service, or (iii) three (3) Business Days
after having been deposited in any post office or mail depository regularly
maintained by

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<PAGE>

the U.S. Postal Service and sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

If to Borrower:     SFHI, LLC
                    4336 Losee Road, #9
                    North Las Vegas, Nevada  89030
                    Attention:   Chief Financial Officer

With a copy to:     Schreeder, Wheeler & Flint, LLP
                    127 Peachtree Street, N.E.
                    Atlanta, Georgia  30303-1845
                    Attention:  Leo Rose, Esq.

If to Lender:       Lehman Brothers Holdings Inc., d/b/a Lehman Capital
                    a division of Lehman Brothers Holdings Inc.
                    Three World Financial Center, 200 Vesey Street
                    New York, New York 10285
                    Attention:   Kenneth Cohen

With a copy to:     Stroock & Stroock & Lavan LLP
                    180 Maiden Lane
                    New York, New York 10038-4982
                    Attention:  William Campbell, Esq.

or addressed as such party may from time to time designate by written notice to
the other parties.

     Either party by notice to the other may designate additional or different
addresses for subsequent notices or communications.

     "Business Day" shall mean a day upon which commercial banks are not
authorized or required by law to close in New York, New York.

19.  MISCELLANEOUS

     (a)  Wherever pursuant to this Note (i) Lender exercises any right given to
it to approve or disapprove, (ii) any arrangement or term is to be satisfactory
to Lender, or (iii) any other decision or determination is to be made by Lender,
the decision of Lender to approve or disapprove, all decisions that arrangements
or terms are satisfactory or not satisfactory and all other decisions and
determinations made by Lender, shall be in the sole and absolute discretion of
Lender and shall be final and conclusive, except as may be otherwise expressly
and specifically provided herein.

     (b)  Whenever used, the singular shall include the plural, the plural shall
include the singular, and the words "Lender" and "Borrower" shall include their
respective successors, assigns, heirs, executors and administrators.

                           (Intentionally Left Blank)

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<PAGE>

     IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and
year first above written.

                                            SFHI, LLC,
                                            a Delaware limited liability company

                                            By:  Sante Fe Hotel Inc.
                                                 its Manager


                                            By:
                                               ---------------------------
                                               Name: Paul W. Lowden
                                               Title:  Chairman of the Board

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<PAGE>

                                ACKNOWLEDGMENT


STATE OF MARYLAND

COUNTY OF MONTGOMERY

     I hereby certify on this ___ day of ______________, 2001 before me, the
undersigned, a notary public in and for the State and County aforesaid,
personally appeared __________________, the ____________ of Sante Fe Hotel Inc.,
the managing member of SFHI, LLC, the party who executed the foregoing
instrument, and acknowledged that he executed the same, on behalf of SFHI, LLC,
for the purposes contained therein.

     Witness my hand and official seal.

     _________________________________
     NOTARY PUBLIC

     My commission expires:

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