EXHIBIT 10.2

                                 PROMISSORY NOTE

$ 260,000,000                                               December 15, 2000


         FOR VALUE RECEIVED,  the  undersigned  CEDARS LA LLC, HERALD SQUARE LLC
and  INDIANA  AVENUE  LLC,  each  a  Delaware  limited  liability  company,  and
BRIDGEPOINT  PROPERTY  TRUST,  LAKEWOOD  PROPERTY  TRUST and 1600 MARKET  STREET
PROPERTY TRUST, each a Maryland real estate investment trust (each, a "Borrower"
and, collectively, the "Borrowers") jointly and severally, promise 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 Two Hundred  Sixty  Million and 00/100  Dollars
($260,000,000),  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.  The Borrowers 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 the Maturity Date (hereinafter  defined), the Borrowers shall make
payments  to  Lender  of   principal   and  interest  in   consecutive   monthly
installments,  each  in the  amount  of One  Million  Six  Hundred  Ninety-Seven
Thousand Four Hundred  Thirty and 85/100 Dollars  ($1,697,430.85)  (the "Monthly
Debt Service  Payment  Amount").  Each payment shall be applied first to accrued
and unpaid  interest  and the  balance  to  principal.  The  entire  outstanding
principal  balance of the Loan, all accrued and unpaid interest  thereon 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 31, 2011 (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.

         DEFINITIONS.  The term "Interest  Rate" as used in this Note shall mean
six and eight hundred fourteen one-thousandths percent (6.814%) per annum.

         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 the Borrowers and Lender and is secured
by, among other things,  that certain Mortgage,  Assignment of Leases and Rents,
Security  Agreement  and  Fixture  Filing,  and  those  certain  Deeds of Trust,
Assignments of Leases and Rents,  Security Agreements and Fixture Filings,  each
dated as of the date hereof (collectively,  the "Instruments"),  executed by the
Borrowers,  encumbering the fee interests and ground  lessee's  interests of the
respective
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Borrowers  in and to certain  properties  more  particularly  described  therein
(collectively,   the   "Properties").   This  Note,  the  Loan  Agreement,   the
Instruments,  and all other  documents or instruments  given by the Borrowers 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
Instruments  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,  the
Borrowers  shall  have  the  right to  defease  all or any  portion  of the Loan
evidenced  by this  Note  with  U.S.  Government  Securities  (a  "Defeasance");
provided  that a partial  Defeasance  of this Note  shall be  permitted  only in
connection  with the release of one or more of the  Properties  from the lien of
the  Instruments and the other Loan Documents in accordance with Section 11.4 of
the Loan  Agreement  and  upon  the  satisfaction  of the  following  conditions
precedent (all of which conditions shall become covenants upon occurrence of the
Defeasance):

               (i) The  Borrowers  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) The Borrowers 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 Instruments and
the other Loan Documents.

               (iii) The  Borrowers  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 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"),  (1) with respect to a total Defeasance,  to pay
and discharge the Scheduled  Defeasance Payments  (hereinafter  defined) for the
principal  balance of this Note or (2) with respect to a partial  Defeasance  in
connection with the release of one or more Properties,  to pay and discharge the
Scheduled Defeasance Payments relating to the Release Price for such Property or
Properties  (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 U.S. 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

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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) The  Borrowers  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 the  Borrowers  certifying  that  all
requirements for the Defeasance set forth herein have been satisfied;

                    (d) an  opinion  of counsel  for the  Borrowers  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 the  Borrowers 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 each of
the Borrowers  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
its  respective  Property is located;  and the  Borrowers  shall  maintain  such
existence during the time thereafter when this Note shall be outstanding (unless
a Successor  Borrower  (hereinafter  defined) assumes the obligations of each of
the Borrowers or the Defeasing  Borrower(s)  (hereinafter  defined), as the case
may be, under this Note); and

                    (g) a certificate  of the Borrowers  certifying  that all of
the  representations,  and  warranties  contained in the Loan  Agreement and the
other Loan  Documents  are true and correct in all  material  respects as of the
Defeasance  Election Date and ratifying all of the covenants and  obligations of
the  Borrowers  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  the  Borrowers'
obligations or decrease the Borrowers' rights under the Loan Documents.

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               (v)  Either  (i)  each of the  Borrowers,  in the case of a total
Defeasance,  or the Defeasing Borrower(s),  in the case of a partial Defeasance,
shall  deliver to Lender a certificate  stating that at all times  following the
Defeasance,  the  Borrowers or the  Defeasing  Borrower(s),  as the case may be,
shall have no interest in any assets other than the Defeasance  Deposit, or (ii)
such Borrowers shall satisfy all of the requirements of Section C below.

               (vi)  The   Borrowers   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.

               (vii) In the event only a portion of the Loan  evidenced  by this
Note is the subject of the Defeasance in connection with the release of any Lien
of any applicable  Instrument on one or more individual Properties under Section
11.4 of the  Loan  Agreement,  the  Borrowers  shall  execute  and  deliver  all
necessary  documents  to amend and  restate  this Note and issue two  substitute
promissory  notes  therefor:  one note having a principal  balance  equal to the
defeased  portion of the original Note (the "Defeased Note") and one note having
a principal  balance equal to the  undefeased  portion of the original Note (the
"Undefeased  Note").  The  Defeased  Note and the  Undefeased  Note  shall  have
identical  terms as the original Note (and the Defeased Note and the  Undefeased
Note or  Notes  shall  be  cross-defaulted  with  each  other),  except  for the
principal  balance.  A  Defeased  Note  cannot  be the  subject  of any  further
Defeasance.  An  Undefeased  Note may be the subject of a further  Defeasance in
accordance  with the terms of this Note (the term "Note",  as used above in this
clause (vii) for these  purposes,  being deemed to refer to the Undefeased  Note
that is the  subject of further  defeasance);  provided,  however,  that no such
partial  Defeasance  shall  take  place  unless  the  conditions  hereof and the
conditions of Section 11.4 of the Loan Agreement are satisfied.

         B.  Upon  compliance  with the  requirements  of  Section  A above  and
compliance with the  requirements of Section 11.4 of the Loan Agreement,  Lender
shall cause each of the Properties,  in the case of a total Defeasance,  or each
Defeased Property (as hereinafter defined), in the case of a partial Defeasance,
to be released  from the lien of the  applicable  Instruments,  the  obligations
under  the Loan  Documents  with  respect  to the  Properties  or each  Defeased
Property, as the case may be, shall no longer be applicable,  and the Defeasance
Deposit  shall  be the sole  source  of  collateral  securing  this  Note or the
Defeased Note, as the case may be. 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 or the
Defeased  Note,  as the case may be, after the  Defeasance  Election Date to and
including the Maturity Date and to payment of the entire  remaining  Debt or the
entire remaining  principal balance,  accrued and unpaid interest and other sums
due  under  the  Defeased  Note,  as the  case  may  be,  on the  Maturity  Date
(collectively,  the "Scheduled Defeasance Payments"). The Borrowers, 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 the Borrowers  under this Note
or the Defeased Note.

         C. If,  after the  Defeasance,  the  Borrowers,  in the case of a total
Defeasance,  or the Defeasing  Borrower(s) (as hereinafter defined), in the case
of a partial Defeasance,  will own any assets other than the Defeasance Deposit,
the Borrowers or Defeasing  Borrower(s),  as the case may be, shall establish or
designate a  single-purpose,  bankruptcy-remote  successor entity

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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 in which case the Borrowers or Defeasing  Borrower(s),  as the case may
be, shall transfer and assign to the Successor  Borrower all of their respective
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 the Borrowers or Defeasing  Borrower(s),  as the
case may be, under this Note and the  Defeasance  Security  Agreement,  and such
Borrower(s)  shall be relieved of their  respective  obligations  hereunder  and
thereunder.  Each of the Borrowers or the applicable Defeasing  Borrower(s),  as
the case may be,  shall pay not less than  $1,000 to the  Successor  Borrower as
consideration for assuming such Borrower obligations.

         D. As used  herein,  the  following  terms  shall  have  the  following
meanings:

               (i) "Defeased  Property"  shall mean any Property  being released
from the lien of the Instrument  relating to such Property pursuant to a partial
Defeasance  in accordance  with the  provisions of this Note and Section 11.4 of
the Loan Agreement.

               (ii) "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 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.

               (iii)  "Defeasing  Borrower"  shall mean the  Borrower  owning or
leasing, as the case may be, a Defeased Property.

               (iv)  "Release  Price"  shall mean,  with respect to any Defeased
Property,  an amount equal to 125% of the Allocated Loan Amount relating to such
Defeased Property.

         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 the Borrowers  such remaining  balance of the  Defeasance  Deposit
shall be returned to the Borrowers (or to the  Successor  Borrower,  as the case
may be) or Lender shall assign to the Borrowers (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,

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whether in connection with Lender's acceleration of the unpaid principal balance
of this Note or in any other circumstances  whatsoever,  or if any 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  the
Borrowers shall be obligated to pay the Prepayment Consideration.  The foregoing
shall not  create any right of  prepayment.  The  Borrowers  shall have no right
whatsoever to prepay all or any portion of the  principal  balance of this Note,
except only as follows:

               (i) The Borrowers 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.

               (ii)  Further,  provided no Event of Default has  occurred and is
continuing  hereunder or under any of the Loan  Documents  and provided that the
Borrowers  provide not less than thirty (30) days' prior written  notice thereof
to Lender, the Borrowers shall have the right to pay all (but not less than all)
obligations then  outstanding  under this Note and the other 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 the Borrowers 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,  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  the  Borrowers  would
otherwise  be required  to pay under this Note from the date of such  prepayment
until the Maturity Date absent such prepayment,  including payment of the entire
remaining  principal  balance due upon the Maturity 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 Maturity Date
and (b) the principal balance of the Loan on the date of such prepayment.

         THE  BORROWERS   HEREBY   EXPRESSLY  WAIVE  THE  RIGHT  TO  PREPAY  THE
INDEBTEDNESS  EVIDENCED  HEREBY  IN  WHOLE OR PART  WITHOUT  PENALTY  EXCEPT  AS
EXPRESSLY SET FORTH  HEREIN,  AND  EXPRESSLY  AGREE TO PAY THE AMOUNTS  REQUIRED
HEREIN IN THE EVENT OF AN ACCELERATION.  THE BORROWERS AGREE THAT THE PREPAYMENT
CONSIDERATION REQUIRED HEREIN IS REASONABLE. THE BORROWERS HAVE GIVEN INDIVIDUAL
WEIGHT TO THE  CONSIDERATION  IN THIS TRANSACTION FOR THIS WAIVER AND

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AGREEMENT.  THE BORROWERS  HEREBY  EXPRESSLY WAIVE 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 the Borrowers 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.

         The Borrowers agree that such late charges and Default Rate of interest
are reasonable and do not constitute a penalty.

         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 the  Borrowers.  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 the Borrowers and Lender.

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         CERTAIN RIGHTS AND WAIVERS.  From time to time,  without  affecting the
obligation  of  the  Borrowers  or  their  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 Instruments 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 any
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 the
Borrowers and all makers,  sureties,  guarantors and endorsers hereof. This Note
shall be binding upon the Borrowers and their successors and assigns.

         EACH   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 INSTRUMENTS, 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 ANY PARTY.

         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  Instruments  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
the  Borrowers  with  notice of any such  assignment  and in no event  shall the
Borrowers' 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 no Borrower's consent shall 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 the Borrowers  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. The Borrowers 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

                                       8
<PAGE>

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 any  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
the Borrowers 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, the Borrowers shall be required to make such payment on the
next succeeding Business Day.


                        [NO ADDITIONAL TEXT ON THIS PAGE]


                                       9
<PAGE>
         IN WITNESS  WHEREOF,  the undersigned has executed this Promissory Note
as of the date first written above.

                                    BORROWERS:


                                    BRIDGEPOINT PROPERTY TRUST,
                                      a Maryland real estate investment trust



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


                                    CEDARS LA LLC,
                                      a Delaware limited liability company



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


                                    HERALD SQUARE LLC,
                                      a Delaware limited liability company



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


                                    INDIANA AVENUE LLC,
                                      a Delaware limited liability company



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




<PAGE>



                                    LAKEWOOD PROPERTY TRUST,
                                      a Maryland real estate investment trust



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


                                    1600 MARKET STREET PROPERTY TRUST,
                                      a Maryland real estate investment trust



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