<PAGE>

                                                                   EXHIBIT 10.16

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER


                          FORM OF ASSUMPTION AGREEMENT
                                 (WITH NOVATION)


This Assumption Agreement ("Agreement") is dated as of the 12th day of April,
2004 among STATE FARM LIFE INSURANCE COMPANY, an Illinois corporation
("Lender"), BEHRINGER HARVARD ENCLAVE S LP, a Texas limited partnership
("BHES"), BEHRINGER HARVARD ENCLAVE H LP, a Texas limited partnership ("BHEH")
(BHES and BHEH shall be collectively referred to herein "Original Borrower"),
BEHRINGER HARVARD HOLDINGS, LLC, a Texas limited liability company ("BHH"), a
____________ ("Assuming Borrower"), and _______________ ("Principal"). Lender,
Original Borrower, BHH, Assuming Borrower and Principal sometimes may be
referred to collectively as the "Parties" or individually as a "Party."

                                    RECITALS

A.      Lender made a loan (the "Loan") to Original Borrower in the amount of
        $20,000,000 (the "Loan Amount") as evidenced by a Promissory Note dated
        April 12, 2004 in the principal amount of the Loan Amount (the "Note"),
        in which Original Borrower is the maker in favor of Lender, as payee.

B.      The Note is secured by the following documents:

                1.      That certain Deed of Trust and Security Agreement dated
                of even date with the Note, granted by Original Borrower in
                favor of State Farm (the "Lien Agreement"), encumbering the real
                property described in Exhibit A attached hereto (and by this
                reference incorporated herein) (the "Property");

                2.      That certain Assignment of Rents and Leases dated of
                even date with the Note (the "Assignment of Rents"), from
                Original Borrower as assignor in favor of Lender as assignee;
                and

                3.      Two Uniform Commercial Code Financing Statements, (Forms
                UCC-1 and UCC-2), in which Original Borrower is the debtor and
                the Lender is the secured party, and which were, respectively,
                recorded in the office of the Secretary of State of Texas and in
                the office of the Harris County Recorder's Office (collectively,
                the "UCCs").

<PAGE>

C.      The Original Borrower also entered into that certain Environmental
        Indemnification Agreement of even date with the Note, for the benefit of
        the Lender (the "Environmental Indemnity"), which Environmental
        Indemnity was delivered contemporaneously with the closing of the Loan.

D.      As additional consideration to Lender for its agreement to make the
        Loan, BHH entered into the Environmental Indemnity and that certain
        Limited Guaranty of even date with the Note, in favor of Lender
        (collectively, the "Guaranty"), which Guaranty was delivered
        contemporaneously with the closing of the Loan.

E.      The Lien Agreement, the Assignment of Rents, and the UCCs, are
        collectively called the "Security Documents." The Note, the
        Environmental Indemnity, the Guaranty, the Security Documents, and all
        other agreements securing, evidencing, or relating to Original
        Borrower's and/or BHH's obligations under the Loan are collectively
        called the "Loan Documents."

F.      BHES and Assuming Borrower have entered into a Purchase Agreement and
        Escrow Instructions, dated April 8, 2004 (the "Purchase Agreement"), in
        which, among other things, BHES has agreed to sell a ___% undivided
        interest in the Property (the "Undivided Interest") to the Assuming
        Borrower.

G.      In connection with the purchase of the Undivided Interest in the
        Property by Assuming Borrower, the Parties agree, subject to the terms
        and conditions set forth in this Agreement, that (i) Assuming Borrower
        shall assume its pro rata share of the Loan, and (ii) Principal shall
        assume a corresponding pro rata share of obligations of BHH under the
        Guaranty and the Environmental Indemnity; provided, however, that
        Principal shall not be liable for the acts of BHH, but will only be
        fully liable for its own acts and omissions under the Guaranty and the
        Environmental Indemnity.

                                   AGREEMENTS

NOW, THEREFORE, in consideration of the following mutual agreements and other
valuable consideration, the receipt and sufficiency of which are acknowledged
and intending to be legally bound, the Parties agree as follows:

        1.      INCORPORATION OF RECITALS AND EXHIBITS

                The Recitals are incorporated as part of this Agreement, and the
                Parties agree that the above Recitals are accurate.

        2.      OUTSTANDING BALANCE AND LOAN STATUS

                The Parties agree that, as of the Effective Date (as hereinafter
                defined), the outstanding principal balance of the Loan is
                $20,000,000.00; interest is paid

                                     Page 2
<PAGE>

                to April 30, 2004; and the next installment payment of principal
                and interest in the amount of $112,931.18 is due on or before
                JUNE 1, 2004.

                [Check for insurance and tax escrows]

        3.      ASSUMING BORROWER'S COVENANT TO PERFORM

                Assuming Borrower hereby unconditionally assumes, covenants, and
                agrees to timely pay and perform all Indebtedness and
                Obligations under the Loan Documents, and to comply with all of
                the terms, covenants, and conditions of those Loan Documents to
                which BHES is a party as if Assuming Borrower originally had
                executed such Loan Documents (including, without limitation, the
                Note and the Environmental Indemnity), instead and in the place
                of BHES. Assuming Borrower is familiar with all terms,
                conditions, and provisions of the Loan Documents, and fully
                comprehends the same, as modified by this Agreement. The
                Parties, however, recognize and acknowledge the qualified
                "limited recourse" nature of the Note and the Loan. Lender
                agrees that notwithstanding anything to the contrary contained
                in the Loan Documents, Assuming Borrower's liability under the
                "limited recourse" provisions in the Note (Paragraph V) and in
                the Lien Agreement (Section 8.11), and under and pursuant to the
                Environmental Indemnity (the "Borrower's Recourse Liability
                Sections"), shall be several (and not joint) and shall be
                limited to _____% of the total liability under the Borrower's
                Recourse Liability Sections, but in any event Assuming Borrower
                shall only be responsible for such liabilities to the extent
                caused by its own actions.

        4.      PRINCIPAL'S COVENANT TO PERFORM

                Principal hereby unconditionally assumes, covenants, and agrees
                to timely pay and perform all the Guaranteed Indebtedness (as
                defined in the Guaranty) and the obligations of BHH under the
                Guaranty and the Environmental Indemnity, and to comply with all
                of the terms, covenants, and conditions of the Guaranty and the
                Environmental Indemnity as if Principal originally had executed
                the Guaranty and the Environmental Indemnity, instead and in the
                place of BHH and, with respect to the Guaranty, liable for its
                acts and omissions to the extent that such acts and omissions
                cause Losses in accordance therewith. Principal is familiar with
                all terms, conditions, and provisions of the Loan Documents, and
                fully comprehends the same, as modified by this Agreement. The
                Parties, however, recognize and acknowledge the qualified
                "limited recourse" nature of the Guaranty and the Loan. Lender
                agrees that notwithstanding anything to the contrary contained
                in the Loan Documents and this Agreement, Principal shall not be
                liable for the acts and omissions of any other guarantor or
                borrower of the Guaranteed Indebtedness under the Guaranty, or
                pursuant to the Environmental Liability (the "Guarantor's
                Recourse Liability Sections"), provided, however, that Principal

                                     Page 3
<PAGE>

                acknowledges and agrees that it shall be fully liable under the
                Guarantor's Recourse Liability Sections but only for each and
                every act and omission by Principal.

        5.      INTENTIONALLY DELETED.

        6.      ACKNOWLEDGMENTS, REPRESENTATIONS, AND AGREEMENTS

                Original Borrower, Assuming Borrower, to Assuming Borrower's
                current actual knowledge, and Principal, to Principal's current
                actual knowledge, acknowledge, represent, warrant, and agree (on
                behalf of itself only and not on behalf of the other party) as
                follows:

                6.1     There exists no defense, offset or counterclaim with
                        respect to the payment of the Loan or with respect to
                        the payment or performance by Original Borrower or
                        Assuming Borrower of the Indebtedness and Obligations
                        under the Loan, this Agreement, the Note, the
                        Environmental Indemnity, the Security Documents, or any
                        of the Loan Documents, including, without limitation,
                        any claim for breach of contract, failure to act in good
                        faith, lack of fair dealing, misrepresentation, breach
                        of fiduciary duty, fraud, or negligence. None of
                        Original Borrower, BHH, Assuming Borrower, or Principal
                        has any claim, defense, abatement, offset, or
                        counterclaim against Lender or otherwise applicable to
                        the Loan. If any such claims, defenses, abatements,
                        offsets, or counterclaims, do presently exist, as
                        additional consideration for this Agreement, Original
                        Borrower, BHH, Assuming Borrower and Principal hereby
                        waive and release them to the fullest extent permitted
                        by applicable law;

                6.2     Lender has not breached any duty to Original Borrower,
                        BHH, Assuming Borrower or Principal in connection with
                        the Loan. Lender has timely and fully performed all
                        obligations which Lender may have had or now has to
                        Original Borrower, BHH, Assuming Borrower and Principal
                        in connection with the Loan;

                6.3     Lender has no obligation whatsoever to make any other
                        loans or advances to or for the benefit of Original
                        Borrower, BHH, Assuming Borrower or Principal or to
                        grant any modifications or extensions in connection with
                        the Loan, except as may be set forth specifically in the
                        Loan Documents and this Agreement;

                6.4     Original Borrower and Assuming Borrower acknowledge that
                        Lender has a properly perfected, choate, absolute and
                        present first priority lien on, and Assignment of Rents
                        relating to the Property, except for the lien for real
                        and personal property taxes not yet due and payable, as
                        provided by applicable law;

                                     Page 4

<PAGE>

                6.5     Assuming Borrower is a limited partnership, and as of
                        the Effective Date, if Principal is not an individual,
                        is qualified to transact business in Texas. Assuming
                        Borrower has all requisite power and authority to enter
                        into this Agreement and to perform all actions required
                        or contemplated by any provision contained in this
                        Agreement or the Loan Documents. Principal is a
                        ________________, and as of the Effective Date is
                        qualified to transact business in each jurisdiction
                        where the nature of its business or the ownership of
                        property so requires. Principal has all requisite power
                        and authority to enter into this Agreement and to
                        perform all actions required or contemplated by any
                        provision contained in this Agreement or the Loan
                        Documents, as applicable. This Agreement and the Loan
                        Documents are and shall be legal, valid, and binding
                        obligations of Assuming Borrower and Principal, as
                        applicable;

                6.6     Assuming Borrower will hold title to the Undivided
                        Interest in the Property in fee simple as of the date
                        the same is transferred to the Assuming Borrower by BHES
                        upon the closing of the Purchase Agreement;

                6.7     There is no legal or other action, proceeding or
                        investigation pending or threatened against the Assuming
                        Borrower, Principal or the Property before any court,
                        administrative agency or arbitrator that might in any
                        way adversely affect either Assuming Borrower's or
                        Principal's ability to fulfill its obligations under
                        this Agreement or any of the Loan Documents;

                6.8     Neither Assuming Borrower, nor Principal is involved as
                        a debtor in any state or federal bankruptcy,
                        reorganization, arrangement, insolvency proceedings,
                        receivership, or any other debtor-creditor proceeding,
                        and neither Assuming Borrower, nor Principal has made
                        any assignment for the benefit of creditors;

                6.9     All information and documentation supplied by Assuming
                        Borrower and Principal to or for the benefit of Lender
                        in connection with this assumption is true and correct
                        in all material respects;

                6.10    None of Original Borrower, BHH, Assuming Borrower or
                        Principal is aware of the existence of any Hazardous
                        Materials at or near the Property which would violate
                        the provisions of the Loan Documents, or of the need for
                        any Remedial Work at the Property;

                6.11    Neither Assuming Borrower, nor Principal is a foreign
                        corporation, foreign partnership, foreign limited
                        partnership, foreign trust or foreign estate (as those
                        terms are defined in the United States Internal Revenue

                                     Page 5

<PAGE>

                        Code and Income Tax Regulations). Assuming Borrower's
                        current U.S. Taxpayer Identification Number is:
                        ________________. Principal's current U.S. Taxpayer
                        Identification Number is: ________________. The
                        respective addresses of Principal and Assuming Borrower
                        address are set forth in paragraph 12. Each of Assuming
                        Borrower and Principal understands that this
                        certification as to non-foreign status may be disclosed
                        by Lender to the United States Internal Revenue Service
                        and that any false statements contained herein could be
                        punished by fine, imprisonment, or both; and

                6.12    This Agreement is not intended for, and shall not be
                        construed to be for, the benefit of any person or entity
                        not a signatory hereto.

        7.      CONSENT TO TRANSFER BY LENDER

                As required by the Lien Agreement, Lender consents to the sale
                or transfer of the Undivided Interest in the Property from
                Original Borrower to Assuming Borrower, subject to the terms and
                conditions of this Agreement. Lender's consent to such sale or
                transfer shall not constitute, however, its consent to any
                subsequent or other sales or transfers of the Property, and
                Lender retains all its rights under the Lien Agreement to
                approve, disapprove, or impose conditions upon any subsequent or
                other sale or transfer.

        8.      CONDITIONS TO THE LEGAL EFFECT OF THIS AGREEMENT

                This Agreement shall become operative and legally binding on the
                Parties hereto as of the Effective Date, when, and only when,
                Lender shall have received each of the following in form and
                substance satisfactory to Lender and its counsel:

                        8.1     A complete counterpart of this Agreement
                        executed and acknowledged by all of the Parties, and
                        properly recorded in the official records of the Harris
                        County Recorder's Office;

                        8.2     Two Uniform Commercial Code Financing Statements
                        (Forms UCC-1 and UCC-2) executed by Assuming Borrower,
                        in substantially the same form as the original UCCs and
                        properly recorded in the appropriate local and state
                        governmental offices;

                        8.3     An acceptable assumption/modification
                        endorsement to its original loan policy of title
                        insurance issued by Commonwealth Land Title Insurance
                        Company (the "Original Loan Policy"); the Original Loan
                        Policy, as endorsed, (the "Title Policy") shall insure
                        the continued first priority lien of the Lien Agreement
                        as affected by this Agreement, be written by a title
                        insurance company acceptable to Lender, be effective as

                                     Page 6
<PAGE>

                        of the date this Agreement is recorded, and otherwise
                        contain only those exceptions to the Title Policy which
                        are acceptable to Lender;

                        8.4     [Intentionally deleted]

                        8.5     Evidence satisfactory to Lender that Assuming
                        Borrower is in good standing in the state of formation,
                        and authorized to transact business in Texas; that
                        Principal is in good standing in the state of formation,
                        to the extent Principal is not an individual, and
                        authorized to transact business Texas; that Assuming
                        Borrower and Principal has each authorized the execution
                        of this Agreement, and that the persons executing this
                        Agreement on behalf of the Assuming Borrower and
                        Principal, respectively, have full power and authority
                        to bind the Assuming Borrower and Principal to the same;

                        8.6     As soon as the same shall become available after
                        the closing of the Purchase Agreement, a copy of the
                        recorded vesting deed that transfers title to the
                        Undivided Interest in the Property to Assuming Borrower,
                        a copy of which, along with a copy of the Purchase
                        Agreement, shall have been provided to Lender prior to
                        the closing under the Purchase Agreement.

                        8.7     Such other documents as Lender may reasonably
                        have requested at any time at or prior to the closing of
                        the Purchase Agreement; and

                        8.8     Payment by Original Borrower, BHH, Assuming
                        Borrower and Principal of all costs, premiums, fees, and
                        expenses (including, without limitation, reasonable
                        attorneys' fees) incurred by Lender in the negotiation
                        and preparation of this Agreement and the other
                        documents described herein, including any Title Policy.

                Within fifteen (15) days after the written request of Original
                Borrower or BHH, Lender will either (i) confirm that all of the
                conditions set forth in this paragraph have been satisfied or
                are deemed satisfied, or (ii) specify which conditions remain
                outstanding.

        9.      CLOSING

                Closing under this Agreement shall occur contemporaneously with
                the closing under the Purchase Agreement. If the Purchase
                Agreement does not itself close, and/or all the conditions set
                forth in paragraph 8 are not satisfied, then this Agreement
                automatically shall terminate, and none of the Parties shall
                have any further liability or obligation to one another under
                this Agreement, and the respective rights, duties, and
                obligations of the Parties shall continue unmodified

                                     Page 7

<PAGE>

                as if this Agreement had never been negotiated or executed,
                except for the continuing obligation of the Original Borrower,
                BHH, Assuming Borrower and/or Principal to pay all costs, fees,
                and expenses (including attorneys' fees) incurred by Lender in
                connection with the negotiation and preparation of this
                Agreement and the other documents described therein.

        10.     AFFIRMATION

                Original Borrower, BHH, Assuming Borrower, to Assuming
                Borrower's current actual knowledge, and Principal, to
                Principal's current actual knowledge, hereby affirm (on behalf
                of itself only and not on behalf of the other party) that, as of
                the Effective Date, the representations and warranties of
                Original Borrower set forth in the Loan Documents are and remain
                true and correct as though made on and as of the Effective Date
                and are hereby affirmed, ratified, and confirmed by Assuming
                Borrower. Assuming Borrower will immediately notify Lender of
                any change or discovered inaccuracy in the representations and
                warranties contained in the Loan Documents, provided that
                Assuming Borrower's duty to notify Lender of any such inaccuracy
                shall only apply to presently existing inaccuracies which
                existed before the Effective Date or any future inaccuracies.
                Assuming Borrower and Principal hereby confirm that the Loan
                Documents to which they are a party are and shall remain
                enforceable against them in accordance with their respective
                terms, shall continue to be in full force and effect, and are
                hereby confirmed and ratified in all respects. Assuming Borrower
                and Principal agree that this Agreement shall not impair the
                Security Documents, the Environmental Indemnity or any lien
                securing the Note, that such liens are not waived, released, or
                extinguished in any manner, and that such liens are hereby
                acknowledged to be valid and existing and shall continue to
                secure payment of the Note and all other obligations under the
                Loan Documents.

        11.     SECURITY

                Assuming Borrower's performance under this Agreement, the Note
                and all other Loan Documents shall continue to be secured by the
                Security Documents, including without limitation the Lien
                Agreement and the Assignment of Rents. After the Effective Date,
                all references to the Loan Documents shall include this
                Agreement.

        12.     NOTICES, CONSENTS, AND APPROVALS

                Any notice, consent, or approval that Lender or Assuming
                Borrower may desire or be required to give to the other shall be
                in writing and shall be mailed or delivered to the intended
                recipient thereof at its address set forth below or at such
                other address as such intended recipient may, from time to time,
                by notice in writing, designate to the sender pursuant hereto.
                Any such notice, consent, or

                                     Page 8
<PAGE>

                approval shall be deemed effective (a) if given by nationally
                recognized overnight courier for next day delivery, one (1)
                business day after delivery to such courier, or (b) if given by
                United States mail (registered or certified), two (2) business
                days after such communication is deposited in the mails or (c)
                if given in person, when written acknowledgment of receipt
                thereof is given. Except as otherwise specifically required
                herein, notice of the exercise of any right or option granted to
                Lender by this Agreement is not required to be given.

                        (a)     If to Lender:

                                     State Farm Life Insurance Company
                                     One State Farm Plaza
                                     Bloomington, IL 61710-0001
                                     Attention:   Corporate Law--Investments E-3
                                     Telephone No.: (309) 766-9831
                                     Telecopy No.: (309) 766-7423

                                With copy to:
                                     Bracewell & Patterson, L.L.P.
                                     500 N. Akard, Suite 4000
                                     Dallas, TX 75201
                                     Attention: Alfred G. Kyle
                                     Telephone No.: (214) 758-1000
                                     Telecopy No.:  (214) 758-1010

                        (b)     If to Assuming Borrower:

                                     ____________________________________
                                     ____________________________________
                                     ____________________________________
                                     Attention: _________________________
                                     Telephone No.: _____________________
                                     Telecopy No.:  _____________________

                        (c)     If to Principal:

                                     ____________________________________
                                     ____________________________________
                                     ____________________________________
                                     Attention: _________________________
                                     Telephone No.: _____________________
                                     Telecopy No.:  _____________________

                        (d)     With a copy to:

                                     Behringer Harvard TIC Management Services
                                     1323 N. Stemmons Freeway, Suite 200
                                     Dallas, Texas 75207

                                     Page 9

<PAGE>

        13.     CONSTRUCTION

                Captions and headings are for convenience and reference only and
                do not define, limit, or affect the contents of this Agreement.
                Reference to "paragraphs" or "sections" refer to this Agreement
                unless stated otherwise. All grammatical usage shall be deemed
                to refer to the masculine, feminine, neuter, singular, or plural
                as the context and identity of any persons may require.
                Capitalized terms not otherwise defined in this Agreement shall
                have the meanings set forth in the Loan Documents.

        14.     SEVERABILITY AND INTERPRETATION

                The invalidity or unenforceability of any provision of this
                Agreement does not affect the remaining provisions. This
                Agreement shall be construed as if it excluded any invalid or
                unenforceable provision, which shall be severed from this
                Agreement. Whenever possible, this Agreement shall be
                interpreted so as to be valid under applicable law, and shall
                not be construed strictly in favor of or against any particular
                Party, including any Party who drafted or prepared this
                Agreement, but instead according to its plain meaning to give
                effect to its intended purposes.

        15.     GOVERNING LAW

                This Agreement is governed by the laws of the State of Texas,
                including its choice of law principles. The Parties consent and
                submit to the non-exclusive jurisdiction of the courts of the
                State of Texas and the United States District Court for the
                Southern District of Texas, to be venued in Harris County,
                Texas, concerning any action or proceeding involving the Lender
                and arising under this Agreement, the Loan Documents, or the
                Loan.

        16.     COUNTERPARTS

                This Agreement may be executed in identical counterparts, each
                of which upon execution shall be deemed an original, but all of
                which together shall constitute one document. Partially executed
                signature or acknowledgment pages of any one counterpart may be
                combined with or attached to any other partially executed
                counterpart of this Agreement.

                                    Page 10

<PAGE>

        17.     ENTIRETY; MODIFICATION

                This Agreement constitutes the entire agreement of the Parties
                with respect to the assumption contemplated hereby of the Loan.
                There are no verbal agreements between the Parties. This
                Agreement and the Loan Documents as amended by this Agreement
                may be amended or modified only by a written document signed by
                all the Parties.

        18.     TIME

                TIME IS OF THE ESSENCE FOR THE PERFORMANCE OF EACH PROVISION OF
                THIS AGREEMENT. If this Agreement requires any action to be
                performed on a date which is not a "business" day (a Saturday,
                Sunday, or federal or state legal holiday), such action shall be
                validly performed on the next succeeding business day.

        19.     NEGOTIATED AGREEMENT

                This Agreement is the result of arms-length negotiations between
                the Parties, each of whom has been represented by counsel, and
                no Party has acted under duress or compulsion, whether legal,
                economic, or otherwise.

        20.     BINDING EFFECT

                This Agreement is binding upon and inures to the benefit of the
                Parties and their respective permitted successors and assign.
                However, this provision shall not be deemed to be a consent by
                Lender to any further sale or transfer of the Property by
                Assuming Borrower.

        21.     EFFECTIVE DATE

                This Agreement is effective as of April 12, 2004 (the "Effective
                Date"), which is the date of closing under the Purchase
                Agreement described above.

        22.     FURTHER ASSURANCES

                On the date hereof, or thereafter, if necessary, Assuming
                Borrower agrees to execute and deliver to or cause to be
                executed and delivered to Lender such further instruments as the
                Lender may reasonably request and take such other action as the
                Lender may reasonably require to carry out more effectively the
                transactions contemplated by this Agreement.

                                    Page 11

<PAGE>

ORIGINAL BORROWER:

BEHRINGER HARVARD ENCLAVE S LP,
a Texas limited partnership

By:  Behringer Harvard Enclave S, LLC,
     a Texas limited liability company,
     its general partner


     By:_______________________________________
         Gerald J. Reihsen, III, Secretary


BEHRINGER HARVARD ENCLAVE H LP,
a Texas limited partnership

By:  Behringer Harvard Enclave H, LLC,
     a Texas limited liability company,
     its general partner


     By:_______________________________________
         Gerald J. Reihsen, III, Secretary

BHH:

BEHRINGER HARVARD HOLDINGS, LLC,
a Texas limited liability company


By:____________________________________________
Name:__________________________________________
Title:_________________________________________


ASSUMING BORROWER:

_____________________________________


         By:      _____________________________________
         Name:    _____________________________________
         Title:   _____________________________________

                                    Page 12

<PAGE>


PRINCIPAL:

_____________________________________

         By:      _____________________________________
         Name:    _____________________________________
         Title:   _____________________________________









                                    Page 13

<PAGE>


LENDER:

STATE FARM LIFE INSURANCE COMPANY,
AN ILLINOIS CORPORATION

         By:      _____________________________________
         Name:    _____________________________________
         Title:   _____________________________________


         By:      _____________________________________
         Name:    _____________________________________
         Title:   _____________________________________


THE STATE OF ILLINOIS    ss.
                                  ss.
COUNTY OF _____________  ss.


        This instrument was acknowledged before me on __________________, 2004
by ______________________, ___________________ of State Farm Life Insurance
Company, an Illinois corporation, on behalf of said corporation.

                                  ______________________________________
[NOTARIAL SEAL]                   Notary Public in and for The State of Illinois
                                  Print Name:       ________________________
                                  My Commission Expires:     _________________


THE STATE OF ILLINOIS    ss.
                         ss.
COUNTY OF ___________    ss.


        This instrument was acknowledged before me on __________________, 2004
by ______________________, ___________________ of State Farm Life Insurance
Company, an Illinois corporation, on behalf of said corporation.

                                  ______________________________________
[NOTARIAL SEAL]                   Notary Public in and for The State of Illinois
                                  Print Name:       ________________________
                                  My Commission Expires:     _________________


                                    Page 14