Exhibit


Exhibit 10.25






PROMISSORY NOTE


$11,400,000.00                                                                                                         Carson, California


Date:  January 14, 2014


FOR VALUE  RECEIVED  WALNUT VENTURE, LLC, a Delaware  limited  liability company  ("Borrower"), promises to pay to the order of WASHINGTON CAPITAL JOINT MASTER TRUST  MORTGAGE INCOME FUND ("Lender"), 1301 Fifth  Avenue,  Suite
3100, Seattle, Washington  98101, or such other address as Lender designates,  in writing,  from time  to time, the principal sum of ELEVEN  MILLION FOUR HUNDRED  THOUSAND  AND
00/100  DOLLARS  ($11,400,000.00) or  so  much  of that  amount  as  may  be  advanced,  with interest at the rate provided below.


1.         INTEREST. From the date hereof, this Note shall bear interest on all amounts advanced at the rate of 4.55% per annum.  For the month of January 2014, interest shall be calculated  on the actual number of days between the date hereof and the end of the month as the numerator and
365 days as the denominator.   Thereafter, interest shall be calculated on a basis oftwelve 30-day
months  and a 360-day  year.   Any interest  not paid at the end of any calendar  month  shall be added  to  the  principal  balance  and  shall  thereafter  accrue  interest  also.    Any  payment  not received by 3:00 p.m. Pacific Time will be treated as having been received by Lender on the next business  day,  and interest  shall continue  to  accrue until the next day.   Interest  on any  funds deposited in escrow by Lender shall accrue from the date of deposit.


2.         PAYMENTS; TERM.


2.1      Payments.  At closing of this Loan, Borrower shall pay interest for the balance of the month of January, 2014.  Commencing on March 1, 2014, and continuing on the first day of each month thereafter,  Borrower shall make  equal monthly  payments  of principal  and  interest equal  to $63,688.87,  which  is calculated  based  on a 25-year  amortization  period.   The  entire balance  of this Note,  including  principal  and  all accrued  interest  and any  other amounts  due hereunder, shall be due and payable on February 1, 2019, as such date may be extended pursuant to the terms below in Section 2.2 (the "Maturity Date").


At Lender's  election, from time to time, Lender may require that all payments  be made in a particular  form,  such  as  by  wire  transfer  or  automated  clearing  house,  in  accordance   with directions from Lender.   Until Lender notifies Borrower otherwise, all payments are to be made by wire transfer in accordance with directions obtained from Lender.


Lender shall have the right to determine in its discretion the order of application of payments to amounts due under this Loan.


2.2      Extension  of  Term.   Notwithstanding   the  foregoing,  so  long  as  no  default occurred  during the term  of the Loan that  continued  beyond  any applicable  cure period,  then Borrower shall have a one-time option to extend the term of this Loan for an additional sixty (60) months.    In order to  exercise  the option,  Lender  must  receive  written  notice  from  Borrower exercising the extension at least 90 days prior to the end of the initial Maturity Date. If Borrower exercises this extension option, then thereafter references herein to "Maturity Date" shall mean February 1, 2024.  The interest rate during the extended term shall be equal to the 







greater of (i) 4.55%  and  (ii) the average  yield  of the five  (5)  year  U.S. Government/Treasury  Constant Maturities as reported by Bloomberg, L.P., plus 300 basis points, but in no event greater than 7.00%.  The amortization schedule during the extended term shall not reset and shall continue to be based upon a 25- year term, however, the monthly principal and interest payment during the extended term shall be recast.  All costs and expenses of the extension, including all title charges and Lender's reasonable attorneys fees, shall be borne by Borrower.


3.         PREPAYMENT.   Borrower may prepay the Loan in whole, but not in part, upon not less than 60 days prior written notice to Lender of the date of the prepayment (the "Prepayment Notice").  The Prepayment Notice must be accompanied by payment to Lender of a sum equal to the lesser of five percent (5%) of the Prepayment Premium that will be due or $25,000 (the "Prepayment Deposit").  The Prepayment Deposit shall be forfeited to Lender if Borrower does not prepay the Loan within 30 days after the end of the 60 day notice period.    The applicable prepayment premium set forth below (the "Prepayment Premium") shall be due and payable with the  prepayment  of the  Loan.    No  Prepayment Premium  shall  be  charged  on  prepayments resulting from the application of condemnation or insurance proceeds to the Loan balance.


During the initial term of the Loan, the Prepayment Premium shall be:


	
			
	Prepayment Period
	 
	Premium (% of the then outstanding Note balance)

	Date of this Note through January 30, 2016
	 
	15.00%

	February 1, 2016 through January 30, 2017
	 
	the greater of (a) the Yield Maintenance and (b) one percent (1.00%) of the principal amount of the Loan being prepaid

	February 1, 2017 through January 30, 2018
	 
	2.00%

	February 1, 2018 through October 31, 2018
	 
	1.00%

	November 1, 2018 through Maturity Date
	 
	None






If the Maturity Date is extended in accordance with the terms herein, the Prepayment
Premium during the extended term shall be:
	
			
	Prepayment Period
	 
	Premium (% of the then outstanding Note balance)

	February 1, 2019 through January 30, 2021
	 
	15.00%

	February 1, 2021 through January 30, 2022
	 
	the greater of (a) the Yield Maintenance and (b) one percent (1.00%) of the principal amount of the Loan being prepaid

	February 1, 2022 through January 30, 2023
	 
	2.00%

	February 1, 2023 through October 31, 2023
	 
	1.00%

	November 1, 2023 through Maturity Date
	 
	None










As used herein, "Yield Maintenance" shall mean an amount equal to (i) the amount, if any, by which the sum 







of the present values as of the prepayment date of all unpaid principal and interest payments required hereunder, calculated by discounting such payments from the respective dates each such payment was due hereunder (or, with respect to the payment required on the Maturity Date,  from the  Maturity  Date)  back to  the  prepayment date  at  a discount  rate  equal to the Periodic Treasury Yield (defined below) exceeds the outstanding principal balance of the Loan as of the prepayment date, multiplied by (ii) a fraction whose numerator is the amount prepaid and whose denominator  is the outstanding principal balance of the Loan as of the prepayment date.  For purposes of the foregoing, "Periodic Treasury Yield" shall mean (y) the annual yield to maturity of the actively traded non-callable United States Treasury fixed interest rate security (other than any such security which can be surrendered at the option ofthe holder at face value in payment of federal estate tax or which was issued at a substantial discount) that has a maturity closest to (whether before, on or after) the Maturity Date (or if two or more such securities have maturity dates equally close to the Maturity Date, the average annual yield to maturity of all such securities),  as reported  in The Wall Street  Journal or other authoritative  publication  or news retrieval service on the  fifth Business Day preceding the prepayment  date,  divided  by (z) 12. Lender's   calculation   of  the  Prepayment   Premium,  Yield  Maintenance   Premium,   and  all component calculations, shall be conclusive and binding on Borrower absent manifest error.


If the Note  becomes  due  and payable due  to default, Borrower  shall  be  required  to  pay the
Prepayment Premium as set forth above.


BORROWER  EXPRESSLY  ACKNOWLEDGES  AND  UNDERSTANDS THAT, PURSUANT TO THE TERMS OF THIS NOTE, BORROWER  HAS AGREED THAT  IT HAS NO RIGHT TO PREPAY THIS NOTE  PRIOR  TO THE MATURITY DATE (EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS NOTE OR IN THE SECURITY INSTRUMENT),  AND THAT IT SHALL BE LIABLE FOR THE PAYMENT OF THE PREPAYMENT PREMIUM FOR PREPAYMENT OF THIS NOTE UPON THE OCCURRENCE OF AN EVENT  OF DEFAULT AND/OR ACCELERATION OF THIS  NOTE IN  ACCORDANCE   WITH   ITS   TERMS.     BORROWER   WAlVES   ANY RIGHTS IT MAY HAVE UNDER SECTION 2954.10 OF THE CALIFORNIA CIVIL CODE, OR ANY SUCCESSOR STATUTE, AND EXPRESSLY ACKNOWLEDGES   AND  UNDERSTANDS  THAT  LENDER  HAS   MADE THE LOAN IN RELIANCE ON THE AGREEMENTS AND WAIVER OF BORROWER AND THAT LENDER WOULD NOT HAVE MADE THE LOAN WITHOUT SUCH AGREEMENTS AND WAIVER OF BORROWER.




    	
	
	J.R.H.

	Borrower's Initials










4.         LATE CHARGE.  If any monthly payment (excluding the balloon payment due on the Maturity Date) is not received by the fifth day of the month when such payment is due, Lender may assess a late charge equal to 5.0% of the amount of the payment to defray the expenses incident to such delay.  Payment of the late charge shall be a condition to curing any default. This provision for a late charge is not permission to make a late payment.


		
	5. 
	SECURITY.    This  Note  is   secured  by  a  Deed  of  Trust  and  UCC  Financing Statement/Fixture Filing ("Deed of Trust") covering property located in Los Angeles County, California. A guaranty (the "Guaranty") will also be given to Lender by various guarantors (the "Guarantors").











6.        DEFAULT.


6.1       Defaults.   Borrower shall be in default under this Note if it fails to perform any obligation under this Note as and when due, including any failure to make a payment when due. Borrower shall also be in default hereunder if there is any default by Borrower or Guarantors under the Deed of Trust, Guaranty or any other document or instrument executed by Borrower or the Guarantors in connection with this Note (collectively "Loan Documents").  Lender agrees to allow Borrower (a) five days to cure a failure to make a payment on this Note when due (running from the date the payment is due and without any obligation of Lender to provide notice of the missing payment), and (b) any applicable cure period set forth in the other Loan Documents, to cure a default thereunder.


·   6.2       Remedies.    If there is a default which is not cured within the applicable time periods referenced in Section 6.1, then in addition to any other rights and remedies available to Lender, Lender may declare the amount then owed Lender under this Note, including accrued but unpaid interest, immediately due and payable.  Whether or not Lender exercises this option to accelerate, the amount owed to Lender shall bear interest from the date of such default at a rate equal to 5.00% per annum over (in addition to) what would otherwise be the rate of interest payable on this Note (the "Default Rate").  Payment of such default interest shall be a condition to curing any default or satisfaction of this Note.


7.        TIME IS OF THE ESSENCE.  Time is of the essence as to all dates set forth in this Note and all other Loan Documents, subject to any applicable grace period expressly provided herein.


8.        COLLECTION EXPENSES. Borrower will, within 10 business days after receipt of an invoice therefor,  reimburse  all  of  Lender's  expenses  (including reasonable  attorneys  fees) incurred in any efforts to enforce any terms of this Note, whether or not any suit is filed and any action to protect its interests or to recover amounts owed under the Loan, including any actions related to any voluntary bankruptcy of Borrower or Guarantor or the exercise by any creditor of Borrower of its right against Borrower or the collateral for the Loan, including attorneys fees and costs.  Any amounts owed as reimbursements shall bear interest at the Note Rate from the date disbursed by Lender and at the Default Rate if not paid within 10 business days after Borrower's receipt  of  the  invoice.  Payment  of  such  reimbursement  with interest  shall  be  a  condition precedent to the curing of any default.  Any judgment recovered by Lender shall bear interest at the Default Rate.   All such sums, with interest thereon, shall be additional indebtedness of Borrower secured by the Deed of Trust.
9.        ERISA. If any act or omission of Borrower, any member of Borrower or any persons  or parties  with  an  interest  in  Borrower,  causes  the  Loan  to  become  a  prohibited   transaction described in Section 406(a) or (b) of the Employee Retirement  Income Security Act of 1974, as amended, at any time before the Loan is fully repaid, Lender may take any corrective  actions it deems appropriate  including, but not limited to, acceleration  of the Loan irrespective  of whether the action or omission was also a breach of the provisions  of Section 4 of the Deed of Trust.   If Lender   accelerates   the   Loan   pursuant   to  this   provision,   then   any   otherwise   applicable prepayment premium shall not apply to the repayment of the Loan as a result of the acceleration so long as the act or omission which caused the Loan to become a prohibited  transaction was not an intentional act or omission.


10.      WAIVERS. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest.   If Lender delays in exercising or fails to exercise  any of its rights under this Note, that delay or failure shall not constitute a waiver of any of Lender's rights, or of any breach, default or failure of condition of or under this Note.


11.      LIMITATION ON  INTEREST AND CHARGES.   Interest,   fees,  premiums   and charges  collected  







or to  be collected  under this  Note  shall  not  exceed the  maximum  amounts permitted  by  any  applicable  law.    If any interest,  fee,  premium  or charge  would  exceed  the maximum,  the  interest,  fee  or  charge  shall  be reduced  by the  excess  and  any  sums  already collected from  Borrower which exceed the maximum  will be refunded.   Lender may choose to make the refund either by treating the excess as a prepayment  of principal or by making  a direct payment to Borrower.


12.      GOVERNING LAW.  This Note shall be construed, enforced and  otherwise  governed by the laws of the State of California.


13.      LENDER. The term "Lender" shall mean the holder of this Note.


14.      NOTICES.  Any notices  under this Note  shall  be sent in accordance  with  the  notice provisions of the Deed of Trust.


15.      BUSINESS PURPOSE. Borrower represents  and warrants to Lender  that the proceeds of this Note shall be used by Borrower exclusively  for commercial  and business  purposes,  and that  none  of  the  proceeds  of  this  Note  shall  be  used  by  Borrower  for  personal,  family,  or household purposes.








Signature on Following Page



















“BORROWER”


WALNUT VENTURE, LLC, a Delaware limited liability company 


By:    HB & SONS, LLC, a California limited liability     company, Its Manager


By:    Asset Management Consultants, Inc., a     California corporation, Its Manager


By:     /s/ James R. Hopper                
Printed Name:  James R. Hopper
Its:  President




Borrower's Address: 11260 Wilbur Ave, Suite 301
Northridge, CA 91326


Borrower's Tax Identification Number:    32-0430532





























































Pay to the order of The Bank of New York Mellon Trust Company, N.A. in its capacity as Directed Trustee for Washington Capital Joint Master Trust Mortgage Income Fund, and not in its individual capacity.








WASHINGTON CAPITAL JOINT MASTER TRUST MORTGAGE INCOME FUND


By: Washington Capital Management, Inc.                              
   Its Investment Manager




By:     /s/ Thomas Fisher                
Printed Name:  Thomas Fisher aka Tup Fisher
Its:  Portfolio Manager, Real Estate