EXHIBIT 10.11

                                 PROMISSORY NOTE

$ 44,000,000                                                 December 15, 2000


         FOR VALUE RECEIVED,  the  undersigned  FRANKLIN PLAZA PROPERTY TRUST, a
Maryland real estate investment trust ("Borrower"), promises to pay to the order
of MERRILL LYNCH MORTGAGE LENDING,  INC., a Delaware corporation  (together with
its successors and assigns,  "Lender"),  at 100 Church Street,  18th Floor,  New
York,  New York 10080,  or such other place as Lender may  designate in writing,
the principal sum of Forty-Four Million and 00/100 Dollars  ($44,000,000),  with
interest on the unpaid principal balance from the date of this Note, until paid,
at the  Interest  Rate (as  hereinafter  defined)  in  effect  from time to time
hereunder. This Promissory Note may be referred to herein as the "Note," and the
loan evidenced hereby may be referred to herein as the "Loan."

         PAYMENTS OF PRINCIPAL  AND INTEREST.  Borrower  shall make a payment on
the date hereof to Lender of interest only on the outstanding  principal balance
of this Note at the Interest Rate  (hereinafter  defined),  from the date hereof
through and including  the last day of the calendar  month in which this Note is
executed.  Commencing on February 1, 2001 (the "First  Payment Date") and on the
first day of each  calendar  month (each,  a "Payment  Date")  thereafter to and
including  January 1, 2004,  Borrower  shall make payments to Lender of interest
only at the Interest Rate. Thereafter, commencing on the third (3rd) anniversary
of the First  Payment  Date and on each  Payment  Date  thereafter  through  and
including the Optional  Prepayment Date  (hereinafter  defined),  Borrower shall
make  payments  to Lender of  principal  and  interest  in  consecutive  monthly
installments,  each in the amount of Three  Hundred  Five  Thousand  Two Hundred
Twenty-Four and 69/100 Dollars  ($305,224.69) (the "Monthly Debt Service Payment
Amount"). Each payment shall be applied first to accrued and unpaid interest and
the balance to principal.  Thereafter,  on each Payment Date occurring after the
Optional  Prepayment  Date,  Borrower  shall  (i) make a  payment  to  Lender of
principal and interest in the amount of the Monthly Debt Service Payment Amount,
such payment to be applied first to interest in an amount equal to interest that
would  have  accrued  on the  outstanding  principal  balance of the Loan at the
Initial  Interest  Rate  (hereinafter  defined) and the balance to principal and
(ii) pay to Lender  additional  amounts to be applied to  principal  and Accrued
Interest  (hereinafter defined) as set forth in Section 3.3(b) (vi) and (vii) of
the Cash Management  Agreement.  Interest accrued at the Adjusted  Interest Rate
after  the  Optional  Prepayment  Date and not paid  pursuant  to the  preceding
sentence  shall be paid on the Maturity  Date (such accrued  interest,  "Accrued
Interest") The entire outstanding principal balance of the Loan, all accrued and
unpaid interest thereon (including,  without  limitation,  Accrued Interest) and
all other amounts due hereunder and under the other Loan Documents (collectively
the "Debt") if not sooner paid, shall be due and payable on January 1, 2029 (the
"Maturity Date").

         Interest on the  principal  sum of this Note shall be calculated on the
basis of a 360 day year,  and shall be  charged  for the  actual  number of days
elapsed during any month or other accrual period. Interest on this Note shall be
payable in arrears.
<PAGE>

         DEFINITIONS.  The term "Interest  Rate" as used in this Note shall mean
from (a) the date of this Note through but not including the Optional Prepayment
Date  (hereinafter  defined)  a  rate  of  six  and  seven  hundred  ninety-four
one-thousandths percent (6.794%) per annum (the "Initial Interest Rate") and (b)
during  the  period  from and  including  the  Optional  Prepayment  Date to and
including the Maturity  Date, a rate per annum (the  "Adjusted  Interest  Rate")
equal to the sum of (i) the Initial  Interest  Rate plus (ii) two percent  (2%).
The term "Optional  Prepayment Date" as used in this Note shall mean January 31,
2011.

         SECURITY;  LOAN  DOCUMENTS.  This Note is being  executed and delivered
pursuant  to that  certain  Loan and  Security  Agreement,  dated as of the date
hereof (the "Loan  Agreement"),  between  Borrower and Lender and is secured by,
among other  things,  that  certain  Mortgage,  Assignment  of Leases and Rents,
Security  Agreement  and  Fixture  Filing,  dated  as of the  date  hereof  (the
"Instrument"),  executed  by  Borrower,  encumbering  Borrower's  ground  lessee
interest in and to certain real property  commonly known as One Franklin  Plaza,
Philadelphia,   Pennsylvania,   as  more  particularly  described  therein  (the
"Property").  This  Note,  the Loan  Agreement,  the  Instrument,  and all other
documents  or  instruments  given by Borrower or any  guarantor  and accepted by
Lender for purposes of evidencing,  securing,  perfecting,  or guaranteeing  the
indebtedness  evidenced by this Note may be referred to as the "Loan Documents."
Capitalized  terms used but not otherwise defined herein but defined in the Loan
Agreement  shall  have  the  respective  meanings  given  thereto  in  the  Loan
Agreement.

         DEFEASANCE.

         A. Notwithstanding anything to the contrary contained in this Note, the
Instrument or the Loan Documents, at any time after the second (2nd) anniversary
of the date that is the "startup day," within the meaning of Section 860G of the
Internal  Revenue Code of 1986,  as amended  from time to time or any  successor
statute (the "Code"), of a "real estate mortgage investment conduit," within the
meaning of Section 860D of the Code,  that holds this Note,  Borrower shall have
the right to obtain the release of the Property from the lien of the  Instrument
and  the  other  Loan  Documents  (such  release,  the  "Defeasance")  upon  the
satisfaction  of the following  conditions  precedent  (all of which  conditions
shall become covenants upon occurrence of the Defeasance):

               (i)  Borrower  shall  provide to Lender not less than thirty (30)
days' prior  written  notice  specifying a Payment Date on which the  Defeasance
Deposit  (hereinafter  defined)  is to be made  (the  date so  specified  may be
referred to as the "Defeasance Election Date").

               (ii) Borrower shall pay to Lender on the Defeasance Election Date
all interest accrued and unpaid on the outstanding principal amount of this Note
due  through  the   Defeasance   Election  Date  and  the  scheduled   principal
amortization  payment due on such  Defeasance  Election Date,  together with all
other amounts,  if any, then due and payable under this Note, the Instrument and
the other Loan Documents.

               (iii) Borrower shall irrevocably deposit with Lender an amount of
U.S.  Government  Securities  (hereinafter  defined) which through the scheduled
payment of principal and interest in respect  thereof in  accordance  with their
terms  will  provide,  not  later  than  the due  dates  of the  payments  owing
hereunder, cash in an amount sufficient, without reinvestment, in

                                       2
<PAGE>

the opinion of a firm of independent  certified  public  accountants  reasonably
acceptable to Lender expressed in a written  certification  thereof delivered to
Lender (the "CPA  Certificate"),  to pay and discharge the Scheduled  Defeasance
Payments  (hereinafter  defined) (the U.S.  Government  Securities so deposited,
together with any interest or other  increase from the issuer of the  securities
earned thereon and any replacements thereof,  shall be referred to herein as the
"Defeasance Deposit").  All such Government  Securities,  if in registered form,
shall be  registered in the name of Lender or its nominee (and, if registered in
nominee name endorsed to Lender or in blank) and, if issued in book-entry  form,
the name of Lender or its nominee  shall appear as the owner of such  securities
on the  books of the  Federal  Reserve  Bank or  other  party  maintaining  such
book-entry system.

               (iv) Borrower shall cause the following to be delivered to Lender
on or  prior  to the  Defeasance  Election  Date,  all  in  form  and  substance
satisfactory to Lender in its reasonable discretion:

                  (a) a security  agreement,  in form and  substance  reasonably
satisfactory to Lender, creating a first priority lien on the Defeasance Deposit
(the "Defeasance Security Agreement");

                  (b) the CPA Certificate;

                  (c) a certificate of Borrower certifying that all requirements
for the Defeasance set forth herein have been satisfied;

                  (d) an opinion of counsel for  Borrower in form and  substance
reasonably  satisfactory to Lender to the effect that (i) Lender has a perfected
first priority security interest in the Defeasance  Deposit,  (ii) the holder of
this Note will not  recognize  income,  gain or loss for United  States  federal
income tax purposes as a result of the  Defeasance and will be subject to United
States  federal  income tax on the same  amounts,  in the same manner and at the
same times as would have been the case if the Defeasance had not occurred, (iii)
any holder,  trustee or custodian of this Note which is a "real estate  mortgage
investment conduit" within the meaning of Section 860D of the Code will not fail
to  maintain  its  status  as such as a result  of the  Defeasance  and (iv) the
Defeasance Security Agreement is enforceable against Borrower in accordance with
its terms;

                  (e) evidence in writing from the  applicable  Rating  Agencies
for any  Securities  backed in whole or in part by this Note, to the effect that
the Defeasance will not result in a downgrading, withdrawal, or qualification of
the ratings in effect immediately prior to such Defeasance for any class of such
then outstanding Securities;

                  (f) evidence  reasonably  satisfactory to Lender that Borrower
remains validly  existing and in good standing under the laws of the state where
it is organized  and qualified to do business in the state where the Property is
located;  and Borrower shall maintain such existence  during the time thereafter
when this Note shall be outstanding  (unless a Successor  Borrower  (hereinafter
defined) assumes Borrower's obligations under this Note); and

                  (g) a  certificate  of  Borrower  certifying  that  all of the
representations,  and  warranties  contained in the Loan Agreement and the other
Loan  Documents  are  true  and

                                       3
<PAGE>

correct  in  all  material  respects  as of the  Defeasance  Election  Date  and
ratifying  all of the  covenants  and  obligations  of  Borrower  under the Loan
Documents as of such date and such other certificates,  documents or instruments
as Lender may  reasonably  request or as may be required by the Rating  Agencies
referred to above,  provided that such  certificates,  documents or  instruments
shall not increase  Borrower's  obligations or decrease  Borrower's rights under
the Loan Documents.

               (v) Either (i)  Borrower  shall  deliver to Lender a  certificate
stating  that at all times  following  the  Defeasance,  Borrower  shall have no
interest in any assets other than the Defeasance Deposit, or (ii) Borrower shall
satisfy all of the requirements of Section C below.

               (vi) Borrower  shall pay to Lender all  reasonable  out-of-pocket
costs and expenses (including,  without limitation,  reasonable  attorneys' fees
and disbursements) incurred by Lender in connection with the Defeasance.

         B. Upon  compliance with the  requirements  of Section A above,  Lender
shall cause the  Property to be released  from the lien of the  Instrument,  the
obligations  under the Loan  Documents  with  respect to the  Property  shall no
longer be  applicable,  and the  Defeasance  Deposit shall be the sole source of
collateral securing this Note. Lender shall apply the Defeasance Deposit and the
payments  received  therefrom  to the  payment of all  scheduled  principal  and
interest payments due on all successive  Payment Dates under this Note after the
Defeasance  Election Date to and including the Optional  Prepayment  Date and to
payment  of  the  entire   remaining  Debt  on  the  Optional   Prepayment  Date
(collectively,  the "Scheduled Defeasance Payments").  Borrower, pursuant to the
Defeasance Security Agreement or other appropriate  document,  shall direct that
the payments  received  from the  Defeasance  Deposit  shall be made directly to
Lender and applied to satisfy the obligations of Borrower under this Note.

         C. If, after the  Defeasance,  Borrower  will own any assets other than
the Defeasance Deposit,  Borrower shall establish or designate a single-purpose,
bankruptcy-remote   successor  entity   acceptable  to  Lender  (the  "Successor
Borrower"),   with  respect  to  which  a  nonconsolidation  opinion  reasonably
satisfactory in form and substance to Lender and any applicable  Rating Agencies
shall  be   delivered   to  Lender  and  such   Rating   Agencies   (if  such  a
nonconsolidation  opinion  was  required  of  Borrower  in  connection  with the
origination  of the  indebtedness  secured  hereby) in which case Borrower shall
transfer and assign to the Successor Borrower all obligations, rights and duties
under this Note and the Defeasance Security Agreement, together with the pledged
Defeasance  Deposit.  The Successor  Borrower  shall assume the  obligations  of
Borrower under this Note and the  Defeasance  Security  Agreement,  and Borrower
shall be relieved of its obligations  hereunder and  thereunder.  Borrower shall
pay not less than $1,000 to the Successor Borrower as consideration for assuming
such Borrower obligations.

         D. As used herein,  the term "U.S.  Government  Securities"  shall mean
securities  that are (i) direct  obligations of the United States of America for
the full and  timely  payment  of which its full  faith and credit is pledged or
(ii)  obligations  of an entity  controlled  or  supervised  by and acting as an
agency or  instrumentality  and guaranteed as a full faith and credit obligation
which shall be fully and timely paid by the United  States of America,  which in
either case are not callable or redeemable  at the option of the issuer  thereof
(including a depository  receipt issued

                                       4
<PAGE>

by a bank (as defined in Section 3(a)(2) of the United States  Securities  Act))
as custodian with respect to any such U.S.  Government  Securities or a specific
payment of principal of or interest on any such U.S. Government  Securities held
by such  custodian  for the  account of the holder of such  depository  receipt,
provided  that (except as required by law) such  custodian is not  authorized to
make any  deduction  from the amount  payable  to the holder of such  depository
receipt from any amount  received by the custodian in respect of the  securities
or the specific payment of principal of or interest on the securities  evidenced
by such depository receipt.

         E. If, after payment in full of all obligations  evidenced by this Note
or any other of the Loan Documents,  any of the Defeasance Deposit remains, then
on request by Borrower such remaining balance of the Defeasance Deposit shall be
returned  to  Borrower  (or to the  Successor  Borrower,  as the case may be) or
Lender  shall  assign to Borrower (or the  Successor  Borrower)  all of Lender's
right,  title,  and  interest  in the  Government  Securities  constituting  the
Defeasance Deposit.

         PREPAYMENT;  PREPAYMENT  CONSIDERATION.  If any  prepayment  (except as
expressly permitted in this Note) of all or any portion of the principal balance
hereunder occurs, whether in connection with Lender's acceleration of the unpaid
principal balance of this Note or in any other circumstances  whatsoever,  or if
the Instrument is satisfied or released by foreclosure (whether by power of sale
or judicial proceeding), deed in lieu of foreclosure or by any other means, then
Borrower shall be obligated to pay the Prepayment  Consideration.  The foregoing
shall  not  create  any  right  of  prepayment.  Borrower  shall  have no  right
whatsoever to prepay all or any portion of the  principal  balance of this Note,
except only as follows:

                  (i)  Borrower  shall have the right to prepay and shall not be
required to pay any Prepayment  Consideration or any other early payment penalty
or premium with respect to  prepayment  required by Lender  pursuant to the Loan
Agreement as a result of the  application of insurance  proceeds or condemnation
awards  under the Loan  Agreement  or as a result of  prepayment  of the  entire
principal  balance of this Note  remaining  due after  application  of insurance
proceeds  or  condemnation  awards  under  the  Instrument,  provided  that such
prepayment  is made within one hundred  twenty (120) days  following the date of
such application of insurance proceeds or condemnation awards.

                  (ii) Further, provided no Event of Default has occurred and is
continuing  hereunder  or under  any of the Loan  Documents  and  provided  that
Borrower  provides not less than thirty (30) days' prior written  notice thereof
to  Lender,  Borrower  shall  have the  right to pay all (but not less than all)
obligations then outstanding under the Loan Documents,  including the prepayment
of all  principal,  all accrued and unpaid  interest  hereunder  and any and all
other sums then due under this Note and the other Loan  Documents on any Payment
Date on or after  August 1, 2010.  In such case,  there  shall be no  Prepayment
Consideration  or other early payment penalty or premium due, except that if any
such prepayment occurs on any day other than a Payment Date, then in addition to
the prepayment  amount  Borrower also shall pay to Lender the amount of interest
that would have  accrued  under the Note on the amount  being  prepaid  from and
including the prepayment date to the next Payment Date.

                  The  "Prepayment  Consideration"  shall be the amount equal to
the  greater  of (i)  one  percent  (1%)  of the  Loan  balance  at the  time of
prepayment  or (ii) the  positive  difference,

                                       5
<PAGE>

if any,  between  (a) the  present  value  on the  date of such  prepayment  (by
acceleration or otherwise) of all future  installments of principal and interest
which Borrower would  otherwise be required to pay under this Note from the date
of such prepayment  until the Optional  Prepayment Date absent such  prepayment,
including  the unpaid  principal  amount  which might  otherwise be due upon the
Optional  Prepayment Date absent such prepayment,  with such present value being
determined  by the  use of a  discount  rate  equal  to the  yield  to  maturity
(adjusted  to a  "Mortgage  Equivalent  Basis"  pursuant  to the  standards  and
practices  of  the  Securities  Industry  Association),  on  the  date  of  such
prepayment of the United States  Treasury  Security  having the term to maturity
closest to the period from such prepayment date to the Optional  Prepayment Date
and (b) the principal balance of the Loan on the date of such prepayment.

         BORROWER HEREBY  EXPRESSLY  WAIVES THE RIGHT TO PREPAY THE INDEBTEDNESS
EVIDENCED  HEREBY IN WHOLE OR PART WITHOUT PENALTY EXCEPT AS EXPRESSLY SET FORTH
HEREIN,  AND EXPRESSLY AGREES TO PAY THE AMOUNTS REQUIRED HEREIN IN THE EVENT OF
AN  ACCELERATION.  BORROWER  AGREES THAT THE PREPAYMENT  CONSIDERATION  REQUIRED
HEREIN IS REASONABLE.  BORROWER HAS GIVEN INDIVIDUAL WEIGHT TO THE CONSIDERATION
IN THIS  TRANSACTION FOR THIS WAIVER AND AGREEMENT.  BORROWER  HEREBY  EXPRESSLY
WAIVES THE BENEFIT OF ANY APPLICABLE LAW TO THE CONTRARY.

         EVENTS OF DEFAULT;  ACCELERATION.  Upon and at any time  following  the
occurrence of any Event of Default (as defined in the Loan  Agreement),  then at
the option of Lender and without  notice,  the entire  principal  amount and all
interest  accrued and  outstanding  hereunder and all other amounts  outstanding
under any of the Loan Documents shall at once become due and payable, and Lender
may  exercise  any and all of its  rights  and  remedies  under  any of the Loan
Documents or pursuant to  applicable  law. The holder  hereof may so  accelerate
such  obligations and exercise such remedies at any time after the occurrence of
any Event of Default, regardless of any prior forbearance.

         LATE  CHARGES;  DEFAULT  INTEREST.  If an Event of Default  relating to
non-payment  of any  principal,  interest  or other  sums due under this Note or
under any of the other Loan  Documents  shall occur,  then Borrower shall pay to
Lender,  in addition to all sums  otherwise  due and  payable,  a late fee in an
amount equal to five percent (5%) of such principal,  interest or other sums due
hereunder  or under  any  other  Loan  Document  (or,  in the case of a  partial
payment, the unpaid portion thereof), such late charge to be immediately due and
payable without demand by Lender.

         Upon the occurrence  and during the  continuance of an Event of Default
and in any event from and after the Maturity Date of the Loan,  the  outstanding
principal  balance of this Note shall bear interest until paid in full at a rate
per annum (the  "Default  Rate")  equal to the sum of (i) five  percent (5%) and
(ii) the Interest Rate otherwise applicable under this Note.

         Borrower  agrees that such late charge and Default Rate of interest are
reasonable and do not constitute a penalty.

                                       6
<PAGE>

         LAWFUL  INTEREST.  The parties hereto intend to conform strictly to the
applicable  usury laws.  In no event,  whether by reason of demand for  payment,
prepayment, acceleration of the maturity hereof or otherwise, shall the interest
contracted for,  charged or received by the holder hereof hereunder or otherwise
exceed  the  maximum  amount  permissible  under  applicable  law.  If from  any
circumstance  whatsoever interest would otherwise be payable to Lender in excess
of the maximum  lawful amount,  the interest  payable to Lender shall be reduced
automatically to the maximum amount permitted by applicable law. If Lender shall
ever receive  anything of value deemed interest under applicable law which would
apart from this provision be in excess of the maximum  lawful amount,  an amount
equal to any amount which would have been excessive interest shall be applied to
the reduction of the principal  amount (without any Prepayment  Consideration or
any other early payment penalty or premium) owing hereunder in the inverse order
of its  maturity  and not to the payment of  interest,  or if such amount  which
would have been  excessive  interest  exceeds  the unpaid  balance of  principal
hereof,  such excess shall be refunded to Borrower.  All interest paid or agreed
to be paid to Lender  shall,  to the extent  permitted  by  applicable  law,  be
amortized,  prorated,  allocated,  and spread  throughout  the full  stated term
(including any renewal or extension) of such  indebtedness so that the amount of
interest on account of such  indebtedness  does not exceed the maximum permitted
by applicable  law. The provisions of this paragraph  shall control all existing
and future agreements between Borrower and Lender.

         CERTAIN RIGHTS AND WAIVERS.  From time to time,  without  affecting the
obligation  of  Borrower  or its  successors  or assigns to pay the  outstanding
principal balance of this Note, interest thereon and other amounts due hereunder
and to observe  the  covenants  contained  herein,  in the Loan  Agreement,  the
Instrument or in any other Loan Document,  without affecting the guaranty of any
person or entity for payment of the outstanding  principal balance of this Note,
without  giving notice to or obtaining the consent of Borrower or its successors
or assigns or any guarantors or indemnitor, and without liability on the part of
Lender,  Lender  may,  at  its  option,  extend  the  time  for  payment  of the
outstanding  principal  balance  of this Note or any part  thereof,  reduce  the
payments thereon,  release anyone liable for payment of all or a portion of said
indebtedness,  accept a  renewal  of this  Note,  modify  the  terms and time of
payment  of  said  outstanding  principal  balance,  join  in any  extension  or
subordination  agreement,  release any security given  herefor,  take or release
other or  additional  security,  and agree in writing  with the  undersigned  to
modify the rate of interest or period of amortization of this Note or change the
amount of the monthly installments payable hereunder.

         Presentment,  notice of  dishonor,  and  protest  are hereby  waived by
Borrower and all makers,  sureties,  guarantors and endorsers hereof.  This Note
shall be binding upon Borrower and its successors and assigns.

         EACH  OF  BORROWER  AND  LENDER  HEREBY   KNOWINGLY,   VOLUNTARILY  AND
INTENTIONALLY  WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION  BASED HEREON,  OR ARISING OUT OF, UNDER OR IN CONJUNCTION  WITH THIS
NOTE, THE INSTRUMENT,  ANY OTHER LOAN DOCUMENT, ANY OTHER AGREEMENT CONTEMPLATED
TO BE  EXECUTED IN  CONNECTION  HEREWITH,  OR ANY COURSE OF  CONDUCT,  COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.

                                       7
<PAGE>

         ASSIGNMENT AND TRANSFER OF NOTE.  Lender shall have the right to assign
or transfer,  in whole or in part  (including  the right to grant  participation
interests in) any or all of its obligations under this Note, the Loan Agreement,
the  Instrument  and any or all of the other  Loan  Documents.  Lender  shall be
released  of any  obligations  to the extent  that the same are so  assigned  or
transferred,  and the rights and obligations of "Lender"  hereunder shall become
the rights and  obligations of the transferee  holder.  Lender agrees to provide
Borrower  with notice of any such  assignment  and in no event shall  Borrower's
monetary obligations hereunder or under the other Loan Documents be increased as
a result of such assignment  (except in accordance with Section 10.2 of the Loan
Agreement);  provided, however, that Borrower's consent shall not be required in
connection  with any such  assignment  and no  failure  or  delay by  Lender  in
delivering such notice shall limit the effectiveness of such assignment.

         LIMITATION ON RECOURSE. Lender's rights of recourse for the obligations
of Borrower  hereunder  are limited in  accordance  with Article XII of the Loan
Agreement.  This  provision  shall  not limit  any  rights  of Lender  under the
Guaranty of Non-Recourse  Exceptions or the Environmental  Indemnity  Agreement,
each dated as of the date hereof.

         ATTORNEYS' FEES,  COSTS OF COLLECTION.  Borrower shall pay to Lender on
demand all out-of-pocket  costs and expenses,  including  reasonable  attorneys'
fees and expenses,  incurred by Lender in collecting  the  indebtedness  arising
hereunder  or under any other Loan  Documents  or secured  thereby or  otherwise
exercising any rights or remedies of Lender hereunder or thereunder or at law or
in equity or enforcing the obligations of any parties hereto or thereto, or as a
consequence  of any breach or default by Borrower or any guarantor  hereunder or
thereunder,  or otherwise as a consequence of any right  evidenced or secured by
this Note or the Loan Documents.  Without limitation, such costs and expenses to
be reimbursed by Borrower shall include reasonable  attorneys' fees and expenses
incurred in any Bankruptcy case or proceeding and in any appeal.

         APPLICABLE  LAW.  This  Note  shall be  governed  by and  construed  in
accordance with the laws of the State of New York and applicable federal law.

         TIME OF  ESSENCE.  Time shall be of the essence as to all of the terms,
covenants  and  conditions  of this  Note.  If the due date of any  payment  due
hereunder  or under any of the other  Loan  Documents  shall fall on a day other
than a Business Day, Borrower shall be required to make such payment on the next
succeeding Business Day.


                        [NO ADDITIONAL TEXT ON THIS PAGE]


                                       8
<PAGE>

         IN WITNESS  WHEREOF,  the undersigned has executed this Promissory Note
as of the date first written above.

                                    BORROWER:


                                    FRANKLIN PLAZA PROPERTY TRUST,
                                      a Maryland real estate investment trust




                                    By:     /s/ John A. Mannix
                                            Name:  John A. Mannix
                                            Title:   President