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                                                                 EXHIBIT 10.63.2

                                                                     Pacific Inn

                                MULTIFAMILY NOTE

US $25,775,000.00                                            As of June 21, 2005

      FOR VALUE RECEIVED, the undersigned ("BORROWER") jointly and severally (if
more than one) promises to pay to the order of GMAC COMMERCIAL MORTGAGE BANK, a
Utah industrial bank, the principal sum of Twenty-Five Million Seven Hundred
Seventy-Five Thousand and 00/100 Dollars (US $25,775,000.00), with interest
accruing on the unpaid principal balance from the date of disbursement until
fully paid at the annual rate of Five and 37/100 percent (5.37%).

      1. DEFINED TERMS. As used in this Note, (i) the term "LENDER" means the
holder of this Note, (ii) the term "INDEBTEDNESS" means the principal of,
interest on, or any other amounts due at any time under, this Note, the Security
Instrument or any other Loan Document, including prepayment premiums, late
charges, default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security Instrument and (iii) a "BUSINESS
DAY" means any day other than a Saturday, Sunday or any other day on which
Lender is not open for business. Event of Default, Key Principal and other
capitalized terms used but not defined in this Note shall have the meanings
given to such terms in the Security Instrument (as defined in Paragraph 5).

      2. ADDRESS FOR PAYMENT. All payments due under this Note shall be payable
at c/o GMAC Commercial Mortgage Corporation, 200 Witmer Road, Horsham,
Pennsylvania 19044, Attention: Servicing - Account Manager, or such other place
as may be designated by written notice to Borrower from or on behalf of Lender.

      3. PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest shall be paid
as follows:

      (a) Unless disbursement of principal is made by Lender to Borrower on the
first day of the month, interest for the period beginning on the date of
disbursement and ending on and including the last day of the month in which such
disbursement is made shall be payable simultaneously with the execution of this
Note.

      (b) Interest under this Note shall be computed on the basis of (check one
only):

            [ ]  a 360-day year consisting of twelve 30-day months.

            [X]   a 360-day year. The amount of each monthly payment made by
                  Borrower pursuant to Paragraph 3(c) below that is allocated to
                  interest will be based on the actual number of calendar days
                  during such month and shall be

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                  calculated by multiplying the unpaid principal balance of this
                  Note by the per annum interest rate, dividing the product by
                  360 and multiplying the quotient by the actual number of days
                  elapsed during the month. Borrower understands that the amount
                  allocated to interest for each month will vary depending on
                  the actual number of calendar days during such month.

      (c) Commencing on August 1, 2005, and continuing through and including
July 1, 2010, consecutive installments of interest only, each payable and in an
amount equal to one of the following:

                  (a)   One Hundred Seven Thousand Six Hundred Fifty-Three and
                        56/100 Dollars (US $107,653.56), shall be payable on the
                        first day of each month during the term hereof which
                        follows a 28-day month;

                  (b)   One Hundred Eleven Thousand Four Hundred Ninety-Eight
                        and 33/100 Dollars (US $111,498.33), shall be payable on
                        the first day of each month during the term hereof which
                        follows a 29-day month;

                  (c)   One Hundred Fifteen Thousand Three Hundred Forty-Three
                        and 10/100 Dollars (US $115,343.10), shall be payable on
                        the first day of each month during the term hereof which
                        follows a 30-day month; or

                  (d)   One Hundred Nineteen Thousand One Hundred Eighty-Seven
                        and 87/100 Dollars (US $119,187.87), shall be payable on
                        the first day of each month during the term hereof which
                        follows a 31-day month;

Thereafter, consecutive monthly installments of principal and interest, each in
the amount of One Hundred Fifty-Six Thousand Two Hundred Eighty-Six and 26/100
Dollars (US $156,286.26), shall be payable on the first day of each month
beginning on August 1, 2010, until the entire unpaid principal balance evidenced
by this Note is fully paid. Any accrued interest remaining past due for 30 days
or more shall be added to and become part of the unpaid principal balance and
shall bear interest at the rate or rates specified in this Note, and any
reference below to "accrued interest" shall refer to accrued interest which has
not become part of the unpaid principal balance. Any remaining principal and
interest shall be due and payable on July 1, 2012, or on any earlier date on
which the unpaid principal balance of this Note becomes due and payable, by
acceleration or otherwise (the "MATURITY DATE"). The unpaid principal balance
shall continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

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      (d) Any regularly scheduled monthly installment of interest only (during
the interest-only period set forth in paragraph 3(c) above) or principal and
interest (during the period in which principal and interest is due also as set
forth in paragraph 3(c) above) that is received by Lender before the date it is
due shall be deemed to have been received on the due date solely for the purpose
of calculating interest due.

      4. APPLICATION OF PAYMENTS. If at any time Lender receives, from Borrower
or otherwise, any amount applicable to the Indebtedness which is less than all
amounts due and payable at such time, Lender may apply that payment to amounts
then due and payable in any manner and in any order determined by Lender, in
Lender's discretion. Borrower agrees that neither Lender's acceptance of a
payment from Borrower in an amount that is less than all amounts then due and
payable nor Lender's application of such payment shall constitute or be deemed
to constitute either a waiver of the unpaid amounts or an accord and
satisfaction. If Lender accepts a guaranty of only a portion of the
Indebtedness, Borrower hereby waives its right under California Civil Code
Section 2822(a) to designate the portion of the Indebtedness which shall be
satisfied by any guarantor's partial payment.

      5. SECURITY. The Indebtedness is secured, among other things, by a
Multifamily Deed of Trust, Assignment of Rents, Security Agreement and Fixture
Filing (California) dated as of the date of this Note (the "SECURITY
INSTRUMENT"), and reference is made to the Security Instrument for other rights
of Lender concerning the collateral for the Indebtedness.

      6. ACCELERATION. If an Event of Default has occurred and is continuing,
the entire unpaid principal balance, any accrued interest, the prepayment
premium payable under Paragraph 10, if any, and all other amounts payable under
this Note and any other Loan Document shall at once become due and payable, at
the option of Lender, without any prior notice to Borrower. Lender may exercise
this option to accelerate regardless of any prior forbearance.

      7. LATE CHARGE. If any monthly installment due hereunder is not received
by Lender on or before the 10th day of each month or if any other amount payable
under this Note or under the Security Instrument or any other Loan Document is
not received by Lender within 10 days after the date such amount is due,
counting from and including the date such amount is due, Borrower shall pay to
Lender, immediately and without demand by Lender, a late charge equal to 5
percent of such monthly installment or other amount due. Borrower acknowledges
that its failure to make timely payments will cause Lender to incur additional
expenses in servicing and processing the loan evidenced by this Note (the
"LOAN"), and that it is extremely difficult and impractical to determine those
additional expenses. Borrower agrees that the late charge payable pursuant to
this Paragraph represents a fair and reasonable estimate, taking into account
all circumstances existing on the date of this Note, of the additional expenses
Lender will incur by reason of such late payment. The late charge is payable in
addition to, and not in lieu of, any interest payable at the Default Rate
pursuant to Paragraph 8.

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      8. DEFAULT RATE. So long as any monthly installment or any other payment
due under this Note remains past due for 30 days or more, interest under this
Note shall accrue on the unpaid principal balance from the earlier of the due
date of the first unpaid monthly installment or other payment due, as
applicable, at a rate (the "DEFAULT RATE") equal to the lesser of 4 percentage
points above the rate stated in the first paragraph of this Note or the maximum
interest rate which may be collected from Borrower under applicable law. If the
unpaid principal balance and all accrued interest are not paid in full on the
Maturity Date, the unpaid principal balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate. Borrower also acknowledges
that its failure to make timely payments will cause Lender to incur additional
expenses in servicing and processing the Loan, that, during the time that any
monthly installment or payment under this Note is delinquent for more than 30
days, Lender will incur additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other obligations and to take advantage of other investment opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses. Borrower also acknowledges that, during the time that any
monthly installment or other payment due under this Note is delinquent for more
than 30 days, Lender's risk of nonpayment of this Note will be materially
increased and Lender is entitled to be compensated for such increased risk.
Borrower agrees that the increase in the rate of interest payable under this
Note to the Default Rate represents a fair and reasonable estimate, taking into
account all circumstances existing on the date of this Note, of the additional
costs and expenses Lender will incur by reason of the Borrower's delinquent
payment and the additional compensation Lender is entitled to receive for the
increased risks of nonpayment associated with a delinquent loan.

      9. LIMITS ON PERSONAL LIABILITY.

      (a) Except as otherwise provided in this Paragraph 9, Borrower shall have
no personal liability under this Note, the Security Instrument or any other Loan
Document for the repayment of the Indebtedness or for the performance of any
other obligations of Borrower under the Loan Documents, and Lender's only
recourse for the satisfaction of the Indebtedness and the performance of such
obligations shall be Lender's exercise of its rights and remedies with respect
to the Mortgaged Property and any other collateral held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair Lender's enforcement of its rights against any guarantor of the
Indebtedness or any guarantor of any obligations of Borrower.

      (b) Borrower shall be personally liable to Lender for the repayment of a
portion of the Indebtedness equal to any loss or damage suffered by Lender as a
result of (1) failure of Borrower to pay to Lender upon demand after an Event of
Default, all Rents to which Lender is entitled under Section 3(a) of the
Security Instrument and the amount of all security deposits collected by
Borrower from tenants then in residence; (2) failure of Borrower to apply all
insurance proceeds and condemnation proceeds as required by the Security
Instrument; (3) failure of Borrower to comply with Section 14(d) or (e) of the
Security Instrument relating to the delivery of books and records, statements,
schedules and reports; (4) fraud or written material

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misrepresentation by Borrower, Key Principal or any officer, director, partner,
member or employee of Borrower in connection with the application for or
creation of the Indebtedness or any request for any action or consent by Lender;
or (5) failure to apply Rents, first, to the payment of reasonable operating
expenses (other than Property management fees that are not currently payable
pursuant to the terms of an Assignment of Management Agreement or any other
agreement with Lender executed in connection with the Loan) and then to amounts
("DEBT SERVICE AMOUNTS") payable under this Note, the Security Instrument or any
other Loan Document (except that Borrower will not be personally liable (i) to
the extent that Borrower lacks the legal right to direct the disbursement of
such sums because of a bankruptcy, receivership or similar judicial proceeding,
or (ii) with respect to Rents that are distributed in any calendar year if
Borrower has paid all operating expenses and Debt Service Amounts for that
calendar year).

      (c) Borrower shall become personally liable to Lender for the repayment of
all of the Indebtedness upon the occurrence of any of the following Events of
Default: (1) Borrower's acquisition of any property or operation of any business
not permitted by Section 33 of the Security Instrument; or (2) a Transfer that
is an Event of Default under Section 21 of the Security Instrument.

      (d) To the extent that Borrower has personal liability under this
Paragraph 9, Lender may exercise its rights against Borrower personally without
regard to whether Lender has exercised any rights against the Mortgaged Property
or any other security, or pursued any rights against any guarantor, or pursued
any other rights available to Lender under this Note, the Security Instrument,
any other Loan Document or applicable law. If Borrower is a married person, then
Borrower agrees that Lender may look to all of Borrower's community property and
separate property to satisfy Borrower's recourse obligations under this
Paragraph 9. For purposes of this Paragraph 9, the term "MORTGAGED PROPERTY"
shall not include any funds that (1) have been applied by Borrower as required
or permitted by the Security Instrument prior to the occurrence of an Event of
Default, or (2) Borrower was unable to apply as required or permitted by the
Security Instrument because of a bankruptcy, receivership, or similar judicial
proceeding.

      10. VOLUNTARY AND INVOLUNTARY PREPAYMENTS.

      (a) A prepayment premium shall be payable in connection with any
prepayment made under this Note as provided below:

            (1) Borrower may voluntarily prepay all (but not less than all) of
      the unpaid principal balance of this Note only on the last calendar day of
      a calendar month and only if Borrower has complied with all of the
      following:

                  (i)   Borrower must give Lender at least 30 days, but not more
                        than 60 days, prior written notice of its intention to
                        make such prepayment (the "Prepayment Notice").

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                  (ii)  The Prepayment Notice shall be addressed to Lender and
                        shall include, at a minimum, the date upon which
                        Borrower intends to make the prepayment (the "Intended
                        Prepayment Date"). Borrower acknowledges that the Lender
                        is not required to accept any voluntary prepayment of
                        this Note on any day other than the last calendar day of
                        a calendar month. If the last calendar day of a calendar
                        month is not a Business Day, then the Borrower must make
                        the payment on the Business Day immediately preceding
                        the last calendar day of a calendar month. For all
                        purposes, including the accrual of interest and the
                        calculation of the prepayment premium, any prepayment
                        received by Lender on any day other than the last
                        calendar day of a calendar month shall be deemed to have
                        been received on the last calendar day of the month in
                        which such prepayment occurs.

                  (iii) Any prepayment shall be made by paying (A) the amount of
                        principal being prepaid, (B) all accrued interest, (C)
                        all other sums due Lender at the time of such
                        prepayment, and (D) the prepayment premium calculated
                        pursuant to Schedule A.

                  (iv)  If, for any reason, Borrower fails to prepay this Note
                        within five (5) Business Days after the Intended
                        Prepayment Date, then Lender shall have the right, but
                        not the obligation, to recalculate the prepayment
                        premium based upon the Yield Rate as reported in The
                        Wall Street Journal on the twenty-fifth Business Day
                        preceding the delayed Intended Prepayment Date and to
                        make such calculation as described in Schedule A
                        attached hereto. Notwithstanding the foregoing, if the
                        delayed prepayment occurs in a month other than the
                        month stated in the original Prepayment Notice, then
                        Lender shall (a) have the right, but not the obligation,
                        to recalculate the prepayment premium based upon the
                        Yield Rate as reported in The Wall Street Journal on the
                        twenty-fifth Business Day preceding the delayed Intended
                        Prepayment Date and to make such calculation as
                        described in Schedule A attached hereto and (b)
                        recalculate the amount of interest payable. In either
                        instance, for purposes of recalculation, such new
                        prepayment date shall be deemed the "Intended Prepayment
                        Date."

            (2) Upon Lender's exercise of any right of acceleration under this
      Note, Borrower shall pay to Lender, in addition to the entire unpaid
      principal balance of this Note outstanding at the time of the
      acceleration, (A) all accrued interest and all other sums due Lender under
      this Note and the other Loan Documents, and (B) the prepayment premium
      calculated pursuant to Schedule A.

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            (3) Any application by Lender of any collateral or other security to
      the repayment of any portion of the unpaid principal balance of this Note
      prior to the Maturity Date and in the absence of acceleration shall be
      deemed to be a partial prepayment by Borrower, requiring the payment to
      Lender by Borrower of a prepayment premium.

      (b) Notwithstanding the provisions of Paragraph 10(a), no prepayment
premium shall be payable with respect to any prepayment occurring as a result of
the application of any insurance proceeds or condemnation award under the
Security Instrument or as provided in subparagraph (c) of Schedule A.

      (c) Schedule A is hereby incorporated by reference into this Note.

      (d) Any required prepayment of less than the entire unpaid principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly installments or change the amount of such installments, unless Lender
agrees otherwise in writing.

      (e) Borrower recognizes that any prepayment of the unpaid principal
balance of this Note, whether voluntary or involuntary or resulting from a
default by Borrower, will result in Lender's incurring loss, including
reinvestment loss, additional expense and frustration or impairment of Lender's
ability to meet its commitments to third parties. Borrower agrees to pay to
Lender upon demand damages for the detriment caused by any prepayment, and
agrees that it is extremely difficult and impractical to ascertain the extent of
such damages. Borrower therefore acknowledges and agrees that the formula for
calculating prepayment premiums set forth on Schedule A represents a reasonable
estimate of the damages Lender will incur because of a prepayment.

      (f) Borrower further acknowledges that the prepayment premium provisions
of this Note are a material part of the consideration for the loan evidenced by
this Note, and acknowledges that the terms of this Note are in other respects
more favorable to Borrower as a result of the Borrower's voluntary agreement to
the prepayment premium provisions.

      11. COSTS AND EXPENSES. Borrower shall pay on demand all expenses and
costs, including fees and out-of-pocket expenses of attorneys and expert
witnesses and costs of investigation, incurred by Lender as a result of any
default under this Note or in connection with efforts to collect any amount due
under this Note, or to enforce the provisions of any of the other Loan
Documents, including those incurred in post-judgment collection efforts and in
any bankruptcy proceeding (including any action for relief from the automatic
stay of any bankruptcy proceeding) or judicial or non-judicial foreclosure
proceeding.

      12. FORBEARANCE. Any forbearance by Lender in exercising any right or
remedy under this Note, the Security Instrument, or any other Loan Document or
otherwise afforded by applicable law, shall not be a waiver of or preclude the
exercise of that or any other right or

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remedy. The acceptance by Lender of any payment after the due date of such
payment, or in an amount which is less than the required payment, shall not be a
waiver of Lender's right to require prompt payment when due of all other
payments or to exercise any right or remedy with respect to any failure to make
prompt payment. Enforcement by Lender of any security for Borrower's obligations
under this Note shall not constitute an election by Lender of remedies so as to
preclude the exercise of any other right or remedy available to Lender.

      13. WAIVERS. Presentment, demand, notice of dishonor, protest, notice of
acceleration, notice of intent to demand or accelerate payment or maturity,
presentment for payment, notice of nonpayment, grace, and diligence in
collecting the Indebtedness are waived by Borrower, Key Principal, and all
endorsers and guarantors of this Note and all other third party obligors.

      14. LOAN CHARGES. Borrower agrees to pay an effective rate of interest
equal to the sum of the interest rate provided for in this Note and any
additional rate of interest resulting from any other charges of interest or in
the nature of interest paid or to be paid in connection with the loan evidenced
by this Note and any other fees or amounts to be paid by Borrower pursuant to
any of the other Loan Documents. Neither this Note nor any of the other Loan
Documents shall be construed to create a contract for the use, forbearance or
detention of money requiring payment of interest at a rate greater than the
maximum interest rate permitted to be charged under applicable law. If any
applicable law limiting the amount of interest or other charges permitted to be
collected from Borrower in connection with the Loan is interpreted so that any
interest or other charge provided for in any Loan Document, whether considered
separately or together with other charges provided for in any other Loan
Document, violates that law, and Borrower is entitled to the benefit of that
law, that interest or charge is hereby reduced to the extent necessary to
eliminate that violation. The amounts, if any, previously paid to Lender in
excess of the permitted amounts shall be applied by Lender to reduce the unpaid
principal balance of this Note. For the purpose of determining whether any
applicable law limiting the amount of interest or other charges permitted to be
collected from Borrower has been violated, all Indebtedness that constitutes
interest, as well as all other charges made in connection with the Indebtedness
that constitute interest, shall be deemed to be allocated and spread ratably
over the stated term of the Note. Unless otherwise required by applicable law,
such allocation and spreading shall be effected in such a manner that the rate
of interest so computed is uniform throughout the stated term of the Note.

      15. COMMERCIAL PURPOSE. Borrower represents that the Indebtedness is being
incurred by Borrower solely for the purpose of carrying on a business or
commercial enterprise, and not for personal, family or household purposes.

      16. COUNTING OF DAYS. Except where otherwise specifically provided, any
reference in this Note to a period of "days" means calendar days, not Business
Days.

      17. GOVERNING LAW. This Note shall be governed by the law of the
jurisdiction in which the Land is located.

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      18. CAPTIONS. The captions of the paragraphs of this Note are for
convenience only and shall be disregarded in construing this Note.

      19. NOTICES. All notices, demands and other communications required or
permitted to be given by Lender to Borrower pursuant to this Note shall be given
in accordance with Section 31 of the Security Instrument.

      20. CONSENT TO JURISDICTION AND VENUE. Borrower and Key Principal each
agrees that any controversy arising under or in relation to this Note shall be
litigated exclusively in the jurisdiction in which the Land is located (the
"PROPERTY JURISDICTION"). The state and federal courts and authorities with
jurisdiction in the Property Jurisdiction shall have exclusive jurisdiction over
all controversies which shall arise under or in relation to this Note. Borrower
and Key Principal each irrevocably consents to service, jurisdiction, and venue
of such courts for any such litigation and waives any other venue to which it
might be entitled by virtue of domicile, habitual residence or otherwise.

      21. WAIVER OF TRIAL BY JURY. BORROWER, KEY PRINCIPAL AND LENDER EACH (A)
AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF
THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES, AS LENDER, KEY PRINCIPAL AND
BORROWER, THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL
BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW
OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY
EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL
COUNSEL.

      [X]   ATTACHED SCHEDULES. The following Schedules are attached to this
            Note:

      [X]   Schedule A   Prepayment Premium (required)

      [X]   Schedule B   Modifications to Multifamily Note (Seniors Housing)

      [X]   Schedule B-1 Modifications to Multifamily Note

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      IN WITNESS WHEREOF, Borrower has signed and delivered this Note or has
caused this Note to be signed and delivered by its duly authorized
representative.

                              FIT REN PACIFIC INN LP, a Delaware limited
                                partnership

                                By:    FIT REN Holdings GP Inc., a Delaware
                                       corporation, its general partner

                                       By: /s/ William B. Doniger
                                          _______________________________
                                           Name:  Bill Doniger
                                           Title: VP

                              20-2629185
                              ---------------------------------------------
                              Borrower's Social Security/Employer ID Number

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                              PAY TO THE ORDER OF GMAC
                              COMMERCIAL MORTGAGE CORPORATION,
                              A CALIFORNIA CORPORATION, WITHOUT
                              RECOURSE.

                              GMAC COMMERCIAL MORTGAGE BANK, a Utah
                                industrial bank

                                By: /s/ Max W. Foore
                                    --------------------------------------------
                                       Max W. Foore
                                       Limited Signer

Fannie Mae Commitment Number:  940991
                              ________________

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                              PAY TO THE ORDER OF
                              FANNIE MAE, WITHOUT RECOURSE.

                              GMAC COMMERCIAL MORTGAGE CORPORATION, a California
                                corporation

                                By: /s/ Max W. Foore
                                    --------------------------------------------
                                       Max W. Foore
                                       Vice President

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                                   SCHEDULE A

                               PREPAYMENT PREMIUM

      Any prepayment premium payable under Paragraph 10 of this Note shall be
computed as follows:

      (a)   If the prepayment is made at any time before the last calendar day
            of December, 2011 ("YIELD MAINTENANCE PERIOD END DATE"), the
            prepayment premium shall be the greater of:

                  (i)   1% of the amount of principal being prepaid; or

                  (ii)  The product obtained by multiplying:

                        (A)   the amount of principal being prepaid,

                        by

                        (B)   the difference obtained by subtracting from the
                              interest rate on this Note the yield rate (the
                              "YIELD RATE") on the 4.875% U.S. Treasury Security
                              due February 2012 (the "SPECIFIED U.S. TREASURY
                              SECURITY"), as the Yield Rate is reported in The
                              Wall Street Journal on the twenty-fifth Business
                              Day preceding (x) the Intended Prepayment Date, or
                              (y) the date Lender accelerates the Loan or
                              otherwise accepts a prepayment pursuant to
                              Paragraph 10(a)(3) of this Note,

                        by

                        (C)   the present value factor calculated using the
                              following formula:

                                     1 - (1 + r)-n/12
                                     ----------------
                                            r

                                     [r =   Yield Rate
                                      n =   the number of months remaining
                                            between (1) either of the following:
                                            (x) in the case of a voluntary
                                            prepayment, the last calendar day
                                            of the calendar month during which
                                            the prepayment is made, or (y) in
                                            any other case, the date on which
                                            Lender accelerates

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                                            the unpaid principal balance of this
                                            Note and (2) the Yield Maintenance
                                            Period End Date]

                              In the event that no Yield Rate is published for
                              the Specified U.S. Treasury Security, then the
                              nearest equivalent U.S. Treasury Security shall be
                              selected at Lender's discretion. If the
                              publication of such Yield Rates in The Wall Street
                              Journal is discontinued, Lender shall determine
                              such Yield Rates from another source selected by
                              Lender.

      (b)   If the prepayment is made on or after the Yield Maintenance Period
            End Date but before the last calendar day of the 4th month prior to
            the month in which the Maturity Date occurs, the prepayment premium
            shall be 1% of the amount of principal being prepaid.

            (c) Notwithstanding the provisions of Paragraph 10(a) of this Note,
            no prepayment premium shall be payable with respect to any
            prepayment made on or after the last calendar day of the 4th month
            prior to the month in which the Maturity Date occurs.

                                             /s/ WBD
                                            _____________________________
                                            INITIAL(S)

FANNIE MAE MULTIFAMILY NOTE - CALIFORNIA    FORM 4105-PIO              Page A-2
PARTIAL INTEREST ONLY (PACIFIC INN)              03-05       (C) 2005 Fannie Mae

<PAGE>

                                   SCHEDULE B

                        MODIFICATIONS TO MULTIFAMILY NOTE

                                (SENIORS HOUSING)

The following modifications are made to the text of the Note that precedes this
Schedule:

1.    Section 9(b)(3) of the Note is hereby amended to read as follows:

      "Failure of Borrower to comply with Sections 14(d), 14(e), or 14(g) of the
      Security Instrument relating to the delivery of books and records,
      statements, schedules, and reports."

2.    Section 9(b) of the Note is hereby amended to delete the word "or"
      immediately preceding paragraph (5) thereof and to insert a semi-colon in
      lieu of the period and the word "or", and add the following paragraph (6)
      at the end thereof:

      "(6) Borrower's failure to comply with, or to cause the Operator (as
      defined in the Security Instrument) to comply with, the requirements of
      all applicable laws, rules and regulations with respect to the renewal,
      continuation, extension or maintenance of all Licenses required to legally
      operate the Mortgaged Property as a Seniors Housing Facility, as defined
      in the Instrument."

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SENIORS HOUSING MODIFICATIONS TO NOTE    FORM 4186                      Page B-1
(PACIFIC INN)                                 10-04     (C) 2000-2004 Fannie Mae

<PAGE>

3.    All capitalized terms used in this Schedule not specifically defined
      herein shall have the meanings set forth in the text of the Note that
      precedes this Schedule.

                                     BORROWER'S INITIALS:  /s/ WBD
                                                          _____________

SENIORS HOUSING MODIFICATIONS TO NOTE    FORM 4186                      Page B-2
(PACIFIC INN)                                 10-04     (C) 2000-2004 Fannie Mae

<PAGE>

                                  SCHEDULE B-1

                        MODIFICATIONS TO MULTIFAMILY NOTE

The following modifications are made to the text of the Note that precedes this
Schedule:

1.    Section 10(a)(1) of the Note is amended to read as follows:

            "(1) Borrower may voluntarily prepay all (but not less than all) of
      the unpaid principal balance of this Note on the last calendar day of a
      calendar month (or on any other calendar day of a calendar month, provided
      that the prepayment includes an amount equal to the interest that would
      accrue under this Note through and including the last calendar day of such
      calendar month) and only if Borrower has complied with all of the
      following:"

2.    The second sentence of Section 10(a)(1)(ii) is deleted in its entirety.

3.    Section 10(d) is amended by adding the following at the end thereof:

      "; provided, however, that the amount of any interest only installments
      due after the prepayment of less than the entire unpaid principal balance
      of this Note shall be adjusted to the extent of such prepayment."

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

MODIFICATIONS TO MULTIFAMILY NOTE (PACIFIC INN)                         Page B-1

<PAGE>

2.    All capitalized terms used in this Schedule not specifically defined
      herein shall have the meanings set forth in the text of the Note that
      precedes this Schedule.

                                 BORROWER'S INITIALS:  /s/ WBD
                                                      _____________

MODIFICATIONS TO MULTIFAMILY NOTE (PACIFIC INN)                         Page B-2