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                                                                   EXHIBIT 10.22

PROMISSORY NOTE SECURED BY MORTGAGE

                                                             Loan No. 31-0901388
                                                              New York, New York
$10,000,000.00                                                  November 21,2003

1.   PROMISE TO PAY. For value received, the undersigned STONEWATER DOX FUNDING
     LLC ("Borrower"), promise(s) to pay to the order of WELLS FARGO BANK,
     NATIONAL ASSOCIATION ("Lender"), 1320 Willow Pass Road, Suite 205, Concord,
     California 94520, or at such other place as may be designated in writing by
     Lender, the principal sum of TEN MILLION AND NO/100THS DOLLARS
     ($10,000,000.00) ("Loan"), with interest thereon as specified herein. All
     sums owing hereunder are payable in lawful money of the United States of
     America, in immediately available funds, without offset, deduction or
     counterclaim of any kind.

2.   SECURED BY MORTGAGE. This Note is secured by, among other things, that
     Mortgage and Absolute Assignment of Rents and Leases and Security Agreement
     (and Fixture Filing) ("Mortgage") of even date herewith, identifying this
     Note as an obligation secured thereby and encumbering certain real property
     described therein ("Property").

3.   DEFINITIONS. For the purposes of this Note, the following terms shall have
     the following meanings:

     "Business Day" shall mean any day other than a Saturday, Sunday, legal
     holiday or other day on which commercial banks in California are authorized
     or required by law to close. All references in this Note to a "day" or a
     "date" shall be to a calendar day unless specifically referenced as a
     Business Day.

     "Cash Flow" shall mean the actual rental payments (including, but not
     limited to, payments for taxes or payments in lieu of taxes, insurance and
     operating expenses) with respect to the Property actually received by
     Borrower for the twelve (12) calendar month period ending on the date of
     determination, minus (c) the actual operating expenses for such period, (d)
     an amount for reasonable management expenses equal to the greater of three
     percent (3%) or the actual management expenses for such period, and (e) the
     amount of any normalized capital expenditures made in connection with the
     Property during such period. Cash Flow shall be reasonably adjusted by
     Lender, if necessary, to accurately reflect the amounts of any
     extraordinary non-recurring maintenance items that were incurred during any
     such twelve (12) calendar month period, and to reflect on a prorata basis
     those expenses paid on an annual or semi-annual basis, including, but not
     limited to, payments made with respect to property taxes and insurance.

     "Debt Service" shall mean, with respect to any particular period of time,
     scheduled payments due under this Note.

     "Debt Service Coverage Ratio" shall mean the ratio of (a) the Cash Flow for
     the Property determined as of the date of determination, to (b) an amount
     equal to the Debt Service


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     that would be due for the twelve (12) calendar month period immediately
     preceding such calculation.

     "Default" shall have the meaning set forth in the Mortgage.

     "Disbursement Date" shall mean the date upon which the Loan proceeds are
     funded into escrow in connection with the closing of the Loan.

     "Effective Date" shall mean the earlier of (a) the date the Mortgage is
     recorded in the Public Records of the county where the Property is located
     and (b) the date Lender authorizes the Loan proceeds to be released to
     Borrower.

     "Governmental Authority" shall mean any court, board, agency, commission,
     office or authority of any nature whatsoever or any governmental unit
     (federal, state, county, district, municipal, city or otherwise) whether
     now or here-after in existence.

     "Interest Shortfall" shall mean, with respect to any prepayment, all
     interest which would have accrued on the principal balance of the Note
     after the date of prepayment to the next scheduled payment date.

     "Legal Requirements" shall mean all federal, state, county, municipal and
     other governmental statutes, laws, rules, orders, regulations, ordinances,
     judgments, decrees and injunctions of Governmental Authorities affecting
     Borrower or the Property or any part thereof or the construction, use,
     alteration or operation thereof, or any part thereof, whether now or
     hereafter enacted and in force, including, without limitation, the
     Americans with Disabilities Act of 1990, and all permits, licenses and
     authorizations and regulations relating thereto, and all covenants,
     agreements, restrictions and encumbrances contained in any instruments,
     either of record or actually known to Borrower, at any time in force
     affecting the Property or any part thereof, including, without limitation,
     any which may (i) require repairs, modifications or alterations in or to
     the Property or any part thereof, or (ii) in any way limit the use and
     enjoyment thereof.

     "Loan Documents" shall mean the documents listed in Exhibit B attached
     hereto and incorporated herein by this reference.

     "Maturity Date" shall mean December 1, 2013.

     "Officer's Certificate" shall mean a certificate delivered to Lender by
     Borrower which is signed by an authorized senior officer of Borrower.

     "Parking Parcel" shall mean a portion of the Property more particularly
     described in Exhibit C.

     "Release Price" shall mean $450,000.00 for the Parking Parcel.

4.   INTEREST; PAYMENTS.


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     4.1. DEFINITIONS. The following terms shall have the meanings indicated:

          "Actual/360 Basis" shall mean on the basis of a 360-day year and
          charged on the basis of actual days elapsed for any whole or partial
          month in which interest is being calculated.

          "30/360 Basis" shall mean on the basis of a 360-day year consisting of
          12 months of 30 days each.

          "Interest Rate" shall mean a fixed annual rate of 5.91%.

     4.2. INTEREST ACCRUAL. Interest on the outstanding principal balance of
          this Note shall accrue from the Disbursement Date at an annual rate
          equal to the Interest Rate calculated on an Actual/360 Basis.

     4.3. PAYMENTS. Monthly payments hereunder shall commence on the first day
          of the calendar month following the Disbursement Date and continue on
          the first day of each calendar month thereafter through the Maturity
          Date. If the Disbursement Date is a date other than the first day of a
          calendar month, the first monthly payment shall be interest only.
          Subsequent monthly payments shall be calculated on the basis of an
          equal-payment thirty (30) year amortization of principal and interest.
          Notwithstanding that interest on this Note accrues on an Actual/360
          Basis, the total amount of each such amortized monthly payment of
          principal and interest shall be determined using a 30/360 Basis. On
          the Maturity Date, all unpaid principal and accrued but unpaid
          interest shall be due and owing in full. All interest shall be paid in
          arrears. Except as otherwise specifically provided in this Note or the
          other Loan Documents, all payments and deposits due under this Note or
          the other Loan Documents shall be made to Lender not later than 12:00
          noon, California time, on the day on which such payment or deposit is
          due. Any funds received by Lender after such time shall, for all
          purposes, be deemed to have been received on the next succeeding
          Business Day.

     4.4. ACKNOWLEDGMENTS. Borrower acknowledges that interest calculated on an
          Actual/360 Basis exceeds interest calculated on a 30/360 Basis and,
          therefore: (a) a greater portion of each monthly installment of
          principal and interest will be applied to interest using the
          Actual/360 Basis than would be the case if interest accrued on a
          30/360 Basis; and (b) the unpaid principal balance of this Note on the
          Maturity Date will be greater using the Actual/360 Basis than would be
          the case if interest accrued on a 30/360 Basis.

     4.5. APPLICATION OF PAYMENTS. In the absence of a specific determination by
          Lender to the contrary, provided no Default has occurred, all payments
          paid by Borrower to Lender in connection with the obligations of
          Borrower under this Note and under the other Loan Documents shall be
          applied in the following order of priority: (a) to amounts, other than
          principal and interest, due to Lender pursuant to this Note or the
          other Loan Documents; (b) to accrued but unpaid interest on this Note;
          and (c) to the unpaid principal balance of this Note. Upon the


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          occurrence of a Default, Borrower irrevocably waives the right to
          direct the application of any and all payments at any time hereafter
          received by Lender from or on behalf of Borrower, and Borrower
          irrevocably agrees that, during the existence of a Default, Lender
          shall have the continuing exclusive right to apply any and all such
          payments against the then due and owing obligations of Borrower in
          such order of priority as Lender may deem advisable.

5.   LATE CHARGE; DEFAULT RATE.

     5.1. LATE CHARGE. If all or any portion of any payment or deposit required
          hereunder (other than the payment due on the Maturity Date) is not
          paid or deposited on or before the fourth day following the day on
          which such payment or deposit is due, Borrower shall pay a late or
          collection charge, as liquidated damages, equal to 5% of the amount of
          such unpaid payment or deposit. If all or any portion of the payment
          due on the Maturity Date is paid after the Maturity Date and on a date
          other than the first day of a month, Borrower shall pay a late or
          collection charge, as liquidated damages, equal to the interest which
          would have accrued on such amount during the period commencing on the
          date payment of such amount is actually made and ending on the last
          day of the month in which payment of such amount is actually made.
          Borrower acknowledges that Lender will incur additional expenses as a
          result of any late payments or deposits hereunder, which expenses
          would be impracticable to quantify, and that Borrower's payments under
          this Section 5.1 are a reasonable estimate of such expenses.

     5.2. DEFAULT RATE. Commencing upon a Default and continuing until such
          Default shall have been cured by Borrower, all sums owing on this Note
          shall bear interest until paid in full at an annual rate equal to 5%
          plus the Interest Rate, but not higher than the maximum rate of
          interest permitted by applicable law ("Default Rate").

6.   MAXIMUM RATE PERMITTED BY LAW. Neither this Note nor any of the other Loan
     Documents shall require the payment or permit the collection of any
     interest or any late payment charge in excess of the maximum rate permitted
     by law. If any such excess interest or late payment charge is provided for
     under this Note or any of the other Loan Documents or if this Note or any
     of the other Loan Documents shall be adjudicated to provide for such
     excess, neither Borrower nor Borrower's successors or assigns shall be
     obligated to pay such excess, and the right to demand the payment of any
     such excess shall be and hereby is waived, and this provision shall control
     any other provision of this Note or any of the other Loan Documents. If
     Lender shall collect amounts which are deemed to constitute interest and
     which would increase the effective interest rate to a rate in excess of the
     maximum rate permitted by law, all such amounts deemed to constitute
     interest in excess of the maximum legal rate shall, upon such
     determination, at the option of Lender, be returned to Borrower or credited
     against the outstanding principal balance of this Note.

7.   ACCELERATION. If (a) Borrower shall fail to pay when due any sums payable
     under this Note in accordance with Section 7.1(a)(i) of the Mortgage
     (provided failure to pay


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     when due is not as a result of Lender's failure to deposit the sums in a
     timely manner pursuant to the Cash Management Agreement); (b) any other
     Default shall occur; or (c) any other event or condition shall occur which,
     under the terms of the Mortgage or any other Loan Document, gives rise to a
     right of acceleration of sums owing under this Note, then Lender, at its
     sole option, shall have the right to declare all sums owing under this Note
     immediately due and payable; provided, however, that if the Mortgage or any
     other Loan Document provides for the automatic acceleration of payment of
     sums owing under this Note, all sums owing under this Note shall be
     automatically due and payable in accordance with the terms of the Mortgage
     or such other Loan Document.

8.   BORROWER'S LIABILITY.

     8.1. LIMITATION. Except as otherwise provided in this Section 8, Lender's
          recovery against Borrower under this Note and the other Loan Documents
          shall be limited solely to the Property and the "Collateral" (as
          defined in the Mortgage).

     8.2. EXCEPTIONS. Nothing contained in Section 8.1 or elsewhere in this Note
          or the other Loan Documents, however, shall limit in any way the
          personal liability of Borrower owed to Lender (a) for any actual
          losses or damages incurred by Lender (including, without limitation,
          any impairment of Lender's security for the Loan) with respect to any
          of the following matters: (i) fraud or willful misrepresentation of
          Borrower or parties under the Control (hereinafter defined) of
          Borrower ("Control" shall mean the power to direct the management and
          policies of a party, directly or indirectly, whether through the
          ownership of voting securities or other beneficial interests, by
          contract or otherwise); (ii) material physical waste of the Property
          or the Collateral; (iii) failure to pay property or other taxes,
          assessments or similar charges (other than amounts paid to Lender for
          taxes, assessments or charges pursuant to Impounds as defined in
          Exhibit A and where Lender elects not to apply such funds toward
          payment of the taxes, assessments or similar charges owed) which may
          create liens senior to the lien of the Mortgage on all or any portion
          of the Property, provided, no liability shall be incurred if failure
          to pay or escrow such funds is due to the failure of the Property to
          generate income sufficient (after payment of debt service) to pay or
          escrow such funds or for failure of Lender or servicer to apply funds
          in accordance with the terms of the Loan Documents for the payment of
          taxes, assessments, or other similar charges; (iv) failure to deliver
          any insurance or condemnation proceeds or awards or any security
          deposits actually received by Borrower to Lender or to otherwise apply
          such sums as required under the terms of the Loan Documents or any
          other instrument now or hereafter securing this Note; (v) failure to
          apply or deliver to Lender for application any rents, royalties,
          accounts, revenues, income, issues, profits and other benefits from
          the Property which are actually received by Borrower during the period
          of any Default or after acceleration of the indebtedness and other
          sums owing under the Loan Documents to the payment of either (i) such
          indebtedness or other sums or (ii) the normal and necessary operating
          expenses of the Property; (vi) any breach by Borrower of any covenant
          in this Note or in the Mortgage regarding Hazardous Materials (as
          defined in the Mortgage) or any representation or warranty of Borrower
          regarding Hazardous


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          Materials proving to have been untrue when made; or (vii) in the event
          of a Default resulting from a Prohibited Property Transfer (as defined
          in the Mortgage) or a Prohibited Equity Transfer (as defined in the
          Mortgage); or (b) in the event the Property or the Collateral shall
          become an asset in (i) a voluntary bankruptcy or insolvency proceeding
          or (ii) a collusive involuntary bankruptcy or insolvency proceeding
          (other than one filed by Lender) which is not dismissed within 90 days
          of filing.

     8.3. No RELEASE OR IMPAIRMENT. Nothing contained in Section 8.1 shall be
          deemed to release, affect or impair the indebtedness evidenced by this
          Note or the obligations of Borrower under, or the liens and security
          interests created by the Loan Documents, or Lender's rights to enforce
          its remedies under this Note and the other Loan Documents, including,
          without limitation, the right to pursue any remedy for injunctive or
          other equitable relief, or any suit or action in connection with the
          preservation, enforcement or foreclosure of the liens, mortgages,
          assignments and security interests which are now or at any time
          hereafter security for the payment and performance of all obligations
          under this Note or the other Loan Documents.

     8.4. PREVAIL AND CONTROL. The provisions of this Section 8 shall prevail
          and control over any contrary provisions elsewhere in this Note or the
          other Loan Documents.

9.   NON-MORTGAGOR BORROWER. If any Borrower is not also a "Mortgagor" under the
     Mortgage, such Borrower hereby makes all representations and warranties in
     favor of Lender contained in Article 5 of the Mortgage, all covenants
     contained in Section 6.15 of the Mortgage, and all indemnities of Lender
     contained in Section 6.19 of the Mortgage, jointly and severally with the
     "Mortgagor."

10.  MISCELLANEOUS.

     10.1. JOINT AND SEVERAL LIABILITY. If this Note is executed by more than
          one person or entity as Borrower, the obligations of each such person
          or entity shall be joint and several. No person or entity shall be a
          mere accommodation maker, but each shall be primarily and directly
          liable hereunder.

     10.2. WAIVER OF PRESENTMENT. Except as otherwise provided herein or in any
          other Loan Document, Borrower hereby waives presentment, demand,
          notice of dishonor, notice of default or delinquency, notice of intent
          to accelerate, notice of acceleration, notice of nonpayment, notice of
          costs, expenses or losses and interest thereon, and notice of interest
          on interest and late charges.

     10.3. DELAY IN ENFORCEMENT. No previous waiver or failure or delay by
          Lender in acting with respect to the terms of this Note or the
          Mortgage shall constitute a waiver of any breach, default or failure
          of condition under this Note, the Mortgage or the obligations secured
          thereby. A waiver of any term of this Note, the Mortgage or of any of
          the obligations secured thereby must be made in writing signed by
          Lender, shall be limited to the express terms of such waiver, and
          shall


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          not constitute a waiver of any subsequent obligation of Borrower. The
          acceptance at any time by Lender of any past-due amount shall not be
          deemed to be a waiver of the right to require prompt payment when due
          of any other amounts then or thereafter due and payable.

     10.4. TIME OF THE ESSENCE. Time is of the essence with respect to every
          provision hereof.

     10.5. GOVERNING LAW. This Note was accepted by Lender in the state of New
          York, which state the parties agree has a substantial relationship to
          the parties and to the underlying transaction embodied hereby.
          Accordingly, in all respects, including, without limiting the
          generality of the foregoing, matters of construction, validity,
          enforceability and performance, this Note, the Mortgage and the other
          Loan Documents and the obligations arising hereunder and thereunder
          shall be governed by, and construed in accordance with, the laws of
          the state of New York applicable to contracts made and performed in
          such state and any applicable law of the United States of America,
          except that at all times the provisions for the foreclosure of the
          liens granted under the Mortgage securing this Note and the creation,
          perfection and enforcement of the security interests created pursuant
          thereto and pursuant to the other Loan Documents shall be governed by
          and construed according to the law of the state where the Property is
          located. Except as provided in the immediately preceding sentence,
          Borrower hereby unconditionally and irrevocably waives, to the fullest
          extent permitted by law, any claim to assert that the law of any
          jurisdiction other than New York governs the Mortgage, this Note and
          the other Loan Documents.

     10.6. CONSENT TO JURISDICTION. Borrower irrevocably submits to the
          jurisdiction of: (a) any state or federal court sitting in the state
          of New York over any suit, action, or proceeding, brought by Borrower
          against Lender, arising out of or relating to this Note or the Loan
          evidenced hereby; (b) any state or federal court sitting in the state
          where the Property is located or the state in which Borrower's
          principal place of business is located over any suit, action or
          proceeding, brought by Lender against Borrower, arising out of or
          relating to this Note or the Loan evidenced hereby; and (c) any state
          court sitting in the county of the state where the Property is located
          over any suit, action, or proceeding, brought by Lender to exercise
          its rights of foreclosure under the Mortgage or any action brought by
          the Lender to enforce its rights with respect to the Collateral.
          Borrower irrevocably waives, to the fullest extent permitted by law,
          any objection that Borrower may now or hereafter have to the laying of
          venue of any such suit, action, or proceeding brought in any such
          court and any claim that any such suit, action, or proceeding brought
          in any such court has been brought in an inconvenient forum.

     10.7. COUNTERPARTS. This Note may be executed in any number of
          counterparts, each of which when executed and delivered shall be
          deemed an original and all of which taken together shall be deemed to
          be one and the same Note.


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     10.8. HEIRS, SUCCESSORS AND ASSIGNS. All of the terms, covenants,
          conditions and indemnities contained in this Note and the other Loan
          Documents shall be binding upon the heirs, successors and assigns of
          Borrower and shall inure to the benefit of the successors and assigns
          of Lender. The foregoing sentence shall not be construed to permit
          Borrower to assign the Loan except as otherwise permitted in this Note
          or the other Loan Documents.

     10.9. SEVERABILITY. If any term of this Note, or the application thereof to
          any person or circumstances, shall, to any extent, be invalid or
          unenforceable, the remainder of this Note, or the application of such
          term to persons or circumstances other than those as to which it is
          invalid or unenforceable, shall not be affected thereby, and each term
          of this Note shall be valid and enforceable to the fullest extent
          permitted by law.

     10.10. CONSENTS AND APPROVALS. Wherever Lender's consent, approval,
          acceptance or satisfaction is required under any provision of this
          Note or any of the other Loan Documents, such consent, approval,
          acceptance or satisfaction shall not be unreasonably withheld,
          conditioned or delayed by Lender unless such provision expressly so
          provides.

11.  NOTICES. All notices and other communications that are required or
     permitted to be given to a party under this Note shall be in writing and
     shall be sent to such party, either by personal delivery, by overnight
     delivery service, by certified first class mail, return receipt requested,
     or by facsimile transmission to the address or facsimile number below. All
     such notices and communications shall be effective upon receipt of such
     delivery or facsimile transmission. The addresses and facsimile numbers of
     the parties shall be:

Borrower:                                  Lender:
Stonewater DOX Funding LLC                 Wells Fargo Bank, N.A.
c/o Stonewater Partners                    1320 Willow Pass Road, Suite 205
22 Deer Creek Lane                         Concord, CA 94520
MtKisco, NY 10549                          Loan No. 31-0901388
FAX No.: (914) 470-4011                    FAX No.: (925) 691-5947

and

Drawbridge Special Opportunities Fund LP
1251 Avenue of the Americas, 16th Floor
New York, New York 10020
Attention: Kevin Treacy
Fax No. (212)798-6099

with a copy to

Solomon and Weinberg LLP
685 Third Avenue, 30th Floor
New York, New York 10017


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Fax No. (212)605-1001
Attention: Craig H. Solomon, Esq.

12.  ADDITIONAL TERMS AND CONDITIONS. The additional terms and conditions set
     forth in Exhibit A attached hereto are incorporated herein by this
     reference.

13.  PREPAYMENT - DEFEASANCE ONLY. Borrower acknowledges that any prepayment of
     this Note will cause Lender to lose its interest rate yield on this Note
     and will possibly require that Lender reinvest any such prepayment amount
     in loans of a lesser interest rate yield (including, without limitation, in
     debt obligations other than first mortgage loans on commercial properties).
     As a consequence, Borrower agrees as follows, as an integral part of the
     consideration for Lender's making the Loan:

     13.1 VOLUNTARY PREPAYMENT. Any voluntary prepayment of this Note: (a) is
          prohibited except during the last three (3) months of the term, and
          (b) is permitted in full only, and not in part, except as provided in
          Section 6 of Exhibit A hereof.

     13.2 PREPAYMENT CHARGE.

          a.   BASIC CHARGE. Except as provided below, if this Note is prepaid
               prior to the last three months of the term, whether such
               prepayment is involuntary or upon acceleration of the principal
               amount of this Note by Lender following a Default, Borrower shall
               pay to Lender on the prepayment date (in addition to all other
               sums then due and owing to Lender under the Loan Documents) a
               prepayment charge equal to the greater of the following two
               amounts: (i) an amount equal to 1% of the amount prepaid; or (ii)
               an amount equal to (a) 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 under this Note,
               calculated by discounting such payments from their respective
               scheduled payment dates 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 (b) 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" means (iii)
               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 of the
               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 (iv) 12,
               if scheduled payment dates are monthly, or 4, if scheduled
               payment dates are quarterly.


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          b.   ADDITIONAL CHARGE. If this Note is prepaid on any day other than
               the first day of a month, whether such prepayment is voluntary,
               involuntary or upon full acceleration of the principal amount of
               this Note by Lender following a Default, Borrower shall pay to
               Lender on the prepayment date (in addition to the basic
               prepayment charge described in Section 13.2.a above and all other
               sums then due and owing to Lender under this Note and the other
               Loan Documents) an additional prepayment charge equal to the
               interest which would otherwise have accrued on the amount prepaid
               (had such prepayment not occurred) during the period commencing
               on the prepayment date and ending on the last day of the month in
               which the prepayment occurred.

          c.   EXCLUSION. Notwithstanding the foregoing, no prepayment charge of
               any kind shall apply in respect to any prepayment resulting from
               Lender's application of any insurance proceeds or condemnation
               awards to the outstanding principal balance of the Loan.

     13.3 EFFECT OF PREPAYMENT. No partial prepayment of this Note shall change
          the dates or amounts of subsequent monthly installments of principal
          and interest, unless Lender otherwise agrees in writing.

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     13.4 WAIVER. Borrower waives any right to prepay this Note except under the
          terms and conditions set forth in this Section 13 and agrees that if
          this Note is prepaid, Borrower shall pay the prepayment charge set
          forth above. Borrower hereby acknowledges that: (a) the inclusion of
          this waiver of prepayment rights and agreement to pay the prepayment
          charge for the right to prepay this Note was separately negotiated
          with Lender; (b) the economic value of the various elements of this
          waiver and agreement was discussed; and (c) the consideration given by
          Borrower for the Loan was adjusted to reflect the specific waiver and
          agreement negotiated between Borrower and Lender and contained herein.


                                        Borrower's Initials /s/ Illegible
                                                            --------------------

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14.  DEFEASANCE-FULL.

     14.1 DEFEASANCE DEFINITIONS. In addition to the terms defined elsewhere in
          this Note or the other Loan Documents, the following terms shall have
          the meanings indicated:

          "Code" means the Internal Revenue Code of 1986, as amended to date and
          as further amended from time to time, or any successor statutes
          thereto, together with applicable regulations issued pursuant thereto
          in temporary or final form.

          "Defeasance" means the Borrower's substitution of collateral and
          Lender's release of the lien of the Deed of Trust upon satisfaction of
          all of the terms and conditions of this Section 14.

          "Defeasance Collateral" means obligations or securities, not subject
          to prepayment, call or early redemption, each of which qualifies as a
          "Government security" as defined in Section 2(a)(16) of the Investment
          Company Act of 1940, as amended (15 U.S.C. Section 80a-1 et seq.),
          together with all revenues and proceeds of such obligations or
          securities.

          "Defeasance Date" means the date upon which the Defeasance is
          completed, which shall be a scheduled payment date.

          "Defeasance Security Agreements" shall have the meaning specified in
          Section 14.3(d)(ii)

          "Lockout Period" means the period beginning on the Effective Date and
          ending on the later of (a) the second anniversary of the Startup Day
          of the REMIC, if any, that holds this Note on the Defeasance Date, and
          (b) the third (3rd) anniversary of the Effective Date.

          "Rating Agencies" means Fitch, Inc., Moody's Investors Service, Inc.,
          Standard & Poor's Rating Services and any other nationally-recognized
          statistical rating organization that, in connection with the
          securitization of the Loan by a REMIC maintains a rating, on the
          Defeasance Date, of the securities issued by the REMIC.

          "REMIC" means a "real estate mortgage investment conduit" within the
          meaning of Section 860D of the Code.

          "Startup Day" means the "startup day" within the meaning of Section
          860G(a)(9) of the Code.

          "Successor Borrower" means an entity designated by Lender whose sole
          purpose is to own the Defeasance Collateral delivered by Borrower
          under this Section 14 and assume Borrower's obligations with respect
          to the Loan either alone, or


                                       12

<PAGE>

          together with the Defeasance Collateral for other, previously defeased
          loans or portions of loans assumed by Successor Borrower which are
          also held by the REMIC that holds this Note. Successor Borrower shall,
          in either case, be restricted from taking actions that could result in
          its bankruptcy or dissolution.

     14.2 BORROWER RIGHT TO DEFEASE. At any time after the Lockout Period,
          Borrower may elect to effect a Defeasance of the Loan in accordance
          with the provisions of this Section 14, at Borrower's sole cost and
          expense.

     14.3 CONDITIONS. Borrower shall only have the right to cause a Defeasance
          if all of the following conditions have been satisfied:

          a.   NOTICE. Borrower shall give at least 45 days but not more than 90
               days written notice to Lender specifying the Borrower's intended
               Defeasance Date. Simultaneously with the delivery of such notice,
               Borrower shall deposit with Lender an amount reasonably estimated
               by Lender to be sufficient to reimburse Lender's anticipated
               actual, out-of-pocket expenses in connection with the Defeasance,
               for which Borrower shall be solely responsible whether or not the
               Defeasance shall be completed. If any such notice shall have been
               given by Borrower, Borrower shall be obligated to complete the
               Defeasance of the Loan on the Defeasance Date, unless such notice
               is revoked in writing by Borrower prior to the Defeasance Date.
               Upon completion of the Defeasance or revocation by Borrower as
               specified above, Lender shall promptly return any surplus deposit
               to Borrower;

          b.   NO DEFAULT. No Default shall exist either on the date of receipt
               of Borrower's notice under Section 14.3.a above or on the
               Defeasance Date;

          c.   PAYMENTS. Borrower shall pay in full, on or before the Defeasance
               Date (i) all unpaid interest accruing under this Note to and
               including the Defeasance Date (or otherwise cause Successor
               Borrower to assume liability for such interest), (ii) all other
               sums due under this Note and the other Loan Documents on or
               before the Defeasance Date, (iii) all escrow, closing, recording,
               legal, appraisal, Rating Agency and other fees, costs and
               expenses paid or incurred by Lender or its agents in connection
               with the Defeasance, the release of the lien of the Deed of Trust
               on the Property, the review of the proposed Defeasance Collateral
               and the preparation of the Defeasance Security Agreements and
               related documentation, (iv) a defeasance fee to Lender of 1% of
               the outstanding principal balance of the Loan as of the
               Defeasance Date but not more than $10,000, and (v) any revenue,
               documentary stamp, intangible or other taxes, charges or similar
               fees due in connection with the transfer or assumption of this
               Note or the Defeasance;

          d.   DELIVERIES. Borrower shall, at Borrower's sole cost and expense,
               deliver the following items to Lender on or before the Defeasance
               Date:


                                       13

<PAGE>

               (i)  The Defeasance Collateral, as substitute collateral for the
                    Loan. The principal and interest payments under the
                    Defeasance Collateral (without regard to earnings from
                    reinvestment of proceeds) must be, in timing and amounts,
                    sufficient to provide for payment prior, but as close as
                    possible, to all successive scheduled payment dates
                    occurring after the Defeasance Date, with each such payment
                    being equal to or greater than the amount of the
                    corresponding installment of principal and interest required
                    to be paid under this Note (including, without limitation,
                    all amounts due on the Maturity Date) for the balance of the
                    term hereof. Borrower shall take such actions, enter such
                    agreements and issue such orders or directions (including
                    those specified below), as are necessary or appropriate and
                    in accordance with customary commercial standards to
                    effectuate book-entry transfers and pledges through the
                    book-entry facilities of the institution holding the
                    Defeasance Collateral or otherwise to create and perfect a
                    valid, enforceable, first priority security interest in the
                    Defeasance Collateral in favor of Lender;

               (ii) A pledge and security agreement and an account control
                    agreement, each in form and substance customary in
                    commercial mortgage defeasance transactions (such
                    agreements, the "Defeasance Security Agreements"), creating,
                    attaching and perfecting a first priority security interest
                    in favor of Lender in the Defeasance Collateral under the
                    law of the jurisdiction selected by Lender, which agreements
                    shall provide, among other things, that all payments
                    generated by the Defeasance Collateral shall be paid
                    directly to Lender and applied by Lender to amounts then due
                    and payable under this Note;

               (iii) A certificate of Borrower certifying that all of the
                    requirements of this Section 14 have been satisfied;

               (iv) Opinions of counsel for Borrower, addressed to Lender and
                    all Rating Agencies and delivered by counsel reasonably
                    satisfactory to Lender, subject only to customary
                    assumptions, qualifications and exceptions, stating, among
                    other things, that (a) Lender has a perfected security
                    interest in the Defeasance Collateral, (b) the Defeasance
                    Security Agreements are enforceable against Borrower in
                    accordance with their terms and (c) any REMIC that holds
                    this Note immediately prior to the Defeasance Date will not,
                    as a result of the Defeasance, fail to maintain its status
                    as a "real estate mortgage investment conduit" within the
                    meaning of Section 860D of the Code;

               (v)  A certificate, addressed to Lender and all Rating Agencies,
                    from a firm of independent certified public accountants
                    reasonably


                                       14

<PAGE>

                    acceptable to Lender, subject only to customary assumptions,
                    qualifications and exceptions, certifying that the
                    Defeasance Collateral satisfies the requirements of Section
                    14.3.d.(i) above and certifying that in no fiscal year of
                    Successor Borrower will the interest earned on the
                    Defeasance Collateral exceed the interest payable for the
                    same period on the Loan under this Note;

               (vi) If this Note is held by a REMIC, written evidence from all
                    of the Rating Agencies that the Defeasance will not result
                    in a downgrading, withdrawal or qualification of the
                    respective ratings in effect immediately prior to the
                    Defeasance for any securities representing interests in such
                    REMIC which are then outstanding; and

               (vii) Such other certificates, opinions, documents or instruments
                    as are necessary and customary in commercial mortgage
                    defeasance transactions to effect the Defeasance as
                    reasonably required by Lender.

          e.   RELEASE OF LIEN. Upon satisfaction of all conditions specified in
               this Section 14, the Property shall be released from the lien of
               the Deed of Trust and the other Loan Documents, and the
               Defeasance Collateral and the proceeds thereof shall constitute
               the only collateral securing the obligations of Borrower under
               this Note and the other Loan Documents. Lender shall, at
               Borrower's expense, prepare, execute and deliver any instruments
               reasonably necessary to release the lien of the Deed of Trust
               from the Property.

          f.   ASSIGNMENT AND ASSUMPTION. In connection with the Defeasance,
               Borrower may and shall, at the request of Lender, assign all of
               its right, title and interest in and to the pledged Defeasance
               Collateral and all its obligations and rights under this Note and
               the Defeasance Security Agreements to Successor Borrower.
               Successor Borrower shall execute an assumption agreement in form
               and substance customary in commercial mortgage defeasance
               transactions, pursuant to which it shall assume Borrower's
               obligations under this Note and the Defeasance Security
               Agreements. As conditions to such assignment and assumption,
               Borrower shall (x) deliver to Lender opinions of counsel
               addressed to Lender and all Rating Agencies, in form and
               substance customary in commercial defeasance transactions and
               delivered by counsel reasonably satisfactory to Lender, and
               subject only to customary assumptions, qualifications and
               exceptions, stating, among other things, that such assumption
               agreement is enforceable against Borrower and Successor Borrower
               in accordance with its terms and that this Note and the
               Defeasance Security Agreements, as so assumed, are enforceable
               against Successor Borrower in accordance with their respective
               terms, and that the bankruptcy of any affiliate of Successor
               Borrower will not affect the assets of Successor Borrower; and
               (y) pay all actual, out of pocket costs and expenses incurred by
               Lender or its agents in connection with such assignment and
               assumption (including, without limitation, the formation or
               review of Successor Borrower and the preparation of the
               assumption agreement and related documentation). Upon such
               assumption by Successor Borrower, Borrower shall be relieved of
               its obligations under this Note, the Defeasance Security


                                       15

<PAGE>

               Agreements and the other Loan Documents other than (i)
               representations and warranties made in connection with the
               Defeasance, (ii) the obligation to effect the Defeasance in
               accordance with this Section 14, and to provide further
               assurances as necessary to do so, (iii) liability for actual
               losses to Lender resulting from an avoidance, rescission or
               set-aside of the Defeasance arising as a result of actions taken
               or suffered by Borrower, and (iv) those obligations which are
               specifically intended to survive the repayment of the Loan or
               other termination, satisfaction or assignment of this Note, the
               Defeasance Security Agreements or the other Loan Documents or
               Lender's exercise of its rights and remedies under any of such
               documents and instruments.

15.  WAIVER OF JURY TRIAL. LENDER AND BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
     INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
     OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
     WITH, THIS NOTE OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
     COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF
     LENDER OR BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO
     MAKE THE LOAN TO BORROWER.


                                       16

<PAGE>

                                        "BORROWER"

                                        STONEWATER DOX FUNDING LLC,
                                        a Delaware limited liability company


                                        By: /s/ Marc K. Furstein
                                            ------------------------------------
                                        Name: Marc K. Furstein
                                        Title: Chief Operating Officer


                                       17

<PAGE>

                                                             Loan No. 31-0901388

                          EXHIBIT A TO PROMISSORY NOTE
                         ADDITIONAL TERMS AND CONDITIONS

This Exhibit A is attached to and forms a part of that Promissory Note ("Note")
executed by STONEWATER DOX FUNDING LLC ("Borrower") in favor of WELLS FARGO
BANK, NATIONAL ASSOCIATION ("Lender").

1.   DISBURSEMENT OF LOAN PROCEEDS; LIMITATION OF LIABILITY.

     Borrower hereby authorizes Lender to disburse the proceeds of the Loan,
     after deducting any and all fees owed by Borrower to Lender in connection
     with the Loan, to Chicago Title Insurance Company. With respect to such
     disbursement, Borrower understands and agrees that Lender does not accept
     responsibility for errors, acts or omissions of others, including, without
     limitation, the escrow company, other banks, communications carriers or
     clearinghouses through which the transfer of Loan proceeds may be made or
     through which Lender receives or transmits information, and no such entity
     shall be deemed Lender's agent. As a consequence, Lender shall not be
     liable to Borrower for any actual (whether direct or indirect),
     consequential or punitive damages which may arise with respect to the
     disbursement of Loan proceeds, whether or not (a) any claim for such
     damages is based on tort or contract, or (b) either Lender or Borrower knew
     or should have known of the likelihood of such damages in any situation
     other than actual losses arising from Lender's gross negligence or willful
     misconduct.

2.   FINANCIAL STATEMENTS.

     2.1  STATEMENTS REQUIRED. During the term of the Loan and while any
          liabilities of Borrower to Lender under any of the Loan Documents
          remain outstanding and unless Lender otherwise consents in writing,
          Borrower shall provide to Lender the following:

          a.   OPERATING STATEMENT. Not later than 10 days after and as of each
               calendar month during the period prior to any sale of the Loan,
               and thereafter not later than 30 days after and as of the end of
               each calendar quarter, an operating statement, signed and dated
               by Borrower in a form reasonably acceptable to Lender, showing
               all revenues and expenses during such month or quarter and
               year-to-date, relating to the Property, including, without
               limitation, all information requested under any of the Loan
               Documents;

          b.   RENT ROLL. Not later than 10 days after and as of each calendar
               month during the period prior to any sale of the Loan, and
               thereafter not later than 30 days after and as of the end of each
               calendar quarter, a rent roll signed and dated by Borrower in a
               form reasonably acceptable to Lender, showing the following lease
               information with regard to each tenant: the


                                    EXHIBIT A
                                        1

<PAGE>

               name of the tenant, monthly or other periodic rental amount,
               dates of commencement and expiration of the lease, and payment
               status;

          c.   BALANCE SHEET. If requested by Lender, not later than 90 days
               after and as of the end of each fiscal year, a balance sheet,
               signed and dated by Borrower in a form reasonably acceptable to
               Lender (or audited financial statements if Borrower obtains
               them), showing all assets and liabilities of Borrower; and

          d.   OTHER INFORMATION. From time to time, upon Lender's delivery to
               Borrower of at least 10 days' prior written notice, such other
               information with regard to Borrower, principals of Borrower,
               guarantors or the Property as Lender may reasonably request in
               writing.

     2.2  FORM; WARRANTY. Borrower agrees that all financial statements to be
          delivered to Lender pursuant to Section 2.1 shall: (a) be complete and
          correct in all material respects; (b) present fairly the financial
          condition of the party; (c) disclose all liabilities that are required
          to be reflected or reserved against; and (d) be prepared in accordance
          with the same accounting standard used by Borrower to prepare the
          financial statements delivered to and approved by Lender in connection
          with the making of the Loan or other accounting standards reasonably
          acceptable to Lender. Borrower shall be deemed to warrant and
          represent that, as of the date of delivery of any such financial
          statement, there has been no material adverse change in financial
          condition, nor have any assets or properties been sold, transferred,
          assigned, mortgaged, pledged or encumbered since the date of such
          financial statement except as disclosed by Borrower in a writing
          delivered to Lender. Borrower agrees that all rent rolls and other
          information to be delivered to Lender pursuant to Section 2.1 shall
          not contain any misrepresentation or omission of a material fact.

     2.3  LATE CHARGE. If any financial statement, leasing schedule or other
          item required to be delivered to Lender pursuant to Section 2.1 is not
          timely delivered, Borrower shall promptly pay to Lender, as a late
          charge, the sum of $500 per item. In addition, Borrower shall promptly
          pay to Lender an additional late charge of $500 per item for each full
          month during which such item remains undelivered following written
          notice from Lender. Borrower acknowledges that Lender will incur
          additional expenses as a result of any such late deliveries, which
          expenses would be impracticable to quantify, and that Borrower's
          payments under this Section 2.3 are a reasonable estimate of such
          expenses.

3.   IMPOUNDS AND CASH MANAGEMENT.

     3.1  AMOUNTS. Borrower shall deposit with Lender, the amounts ("Impounds")
          stated below on the dates stated below, for the purpose of paying the
          costs stated below:

          a.   TAXES. (i) $75,776.00 on the Disbursement Date, and (ii) on the
               first payment date on which both principal and interest under the
               Loan are


                                    EXHIBIT A
                                        2

<PAGE>

               payable and on each payment date thereafter, an amount reasonably
               estimated from time to time by Lender in its sole discretion to
               be sufficient to pay for real estate taxes and assessments
               payable by Borrower under Section 6.9 of the Mortgage. The
               initial estimated monthly amount to be deposited by Borrower on
               each payment date is $18,944.00.

          b.   INSURANCE. (i) $2,228.00 on the Disbursement Date, and (ii) on
               the first payment date on which both principal and interest under
               the Loan are payable and on each payment date thereafter, an
               amount reasonably estimated from time to time by Lender in its
               sole discretion to be sufficient to pay for premiums for
               insurance payable by Borrower under Section 6.10 of the Mortgage.
               The initial estimated monthly amount to be deposited by Borrower
               on each payment date is $1,114.00.

          c.   INTENTIONALLY DELETED.

          d.   INTENTIONALLY DELETED.

          e.   INTENTIONALLY DELETED.

          f.   INTENTIONALLY DELETED.

          g.   INTENTIONALLY DELETED.

          h.   INTENTIONALLY DELETED.

          i.   INTENTIONALLY DELETED.

          j.   INTENTIONALLY DELETED.

          k.   INTENTIONALLY DELETED.

          l.   CAPITAL EXPENDITURES. $1,747.00 on the first payment date on
               which both principal and interest under the Loan are payable and
               on each payment date thereafter for payment or reimbursement of
               Capital Expenditures (defined below).

          m.   WAIVER OF CERTAIN IMPOUNDS. Notwithstanding the foregoing or
               anything to the contrary contained herein, Borrower shall not be
               required to make the monthly deposits for the Impounds referenced
               in Section 3.1(1) above ("Trigger Impounds") until a Default (a
               "Trigger Event").

          n.   LETTER OF CREDIT IN LIEU OF CASH FLOW SWEEP. In the event that a
               Cash Flow Sweep Trigger Event (defined below) has occurred
               pursuant to the terms of the Cash Management Agreement dated the
               date hereof, in lieu of all Gross Income delivered from the
               Property being deposited into the Excess Cash Flow Subaccount
               after applying all funds in the Restricted Account (as defined in
               the Cash Management Agreement) to the amounts


                                    EXHIBIT A
                                        3

<PAGE>

               due under this Note on each scheduled payment date as provided
               for in the Cash Management Agreement, Borrower may deposit with
               Lender a Letter of Credit (defined below) in the principal amount
               of $2,000,000. The Letter of Credit (defined below) will be held
               as additional collateral for the Loan. The Letter of Credit shall
               be released to Borrower upon the occurrence of a Cash Flow Sweep
               Event Cure (as defined in the Cash Management Agreement dated the
               date hereof).

               "Cash Flow Sweep Trigger Event" shall mean the occurrence of any
               one of the following events: (i) Amdocs gives notice to Borrower
               that it will not exercise any option to extend contained in any
               Amdocs Leases pursuant to the terms of the applicable Amdocs
               Lease or (ii) Amdocs fails to (A) deliver evidence reasonably
               satisfactory to Lender that it has exercised each of the options
               to extend contained in each of the Amdocs Leases in accordance
               with each of their terms on or before that date that is
               twenty-four (24) months prior to the current expiration date of
               the applicable Amdocs Lease or (B) deliver to Lender extensions
               of each of the Amdocs Leases covering all of the Amdocs Space
               containing the following terms (reasonably satisfactory to Lender
               in all respects), (1) a term no less than five (5) years beyond
               the Maturity Date of the Loan, (2) then current market rates for
               the office submarket where the Property is located (after any
               rate abatement is calculated into the rate, if applicable) but in
               no event less than the rental rates currently provided for in
               each of the Amdocs Leases, and (3) such other terms and
               conditions shall be reasonably satisfactory to Lender.

               "Letter of Credit" shall mean an irrevocable, auto-renewing,
               unconditional, transferable, clean sight draft letter of credit
               having an initial term of not less than one (1) year and with
               automatic renewals for one (1) year periods, for which Borrower
               shall have no reimbursement obligation and which reimbursement
               obligation is not secured by the Property or any other property
               pledged to secure the Note, in favor of Lender and entitling
               Lender to draw thereon in New York, New York, based solely on a
               statement that Lender has the right to draw thereon executed by
               an officer or authorized signatory of Lender. A Letter of Credit
               must be issued by an Approved Bank (defined below). If at any
               time the institution issuing any such Letter of Credit shall
               cease to be an Approved Bank (defined below), Lender shall have
               the right to draw down the same in full and hold the proceeds
               thereof in accordance with the provisions of the Loan Documents,
               unless Borrower shall deliver a replacement Letter of Credit from
               an Approved Bank (defined below) within (i) as to (a) above,
               twenty (20) days after Lender delivers written notice to Borrower
               that the institution issuing the Letter of Credit has ceased to
               be an Approved Bank (defined below) or (ii) as to (b) above,
               within twenty (20) days prior to the expiration date of said
               Letter of Credit.


                                    EXHIBIT A
                                        4

<PAGE>

               "Approved Bank" shall mean (a) a bank or other financial
               institution which has the Required Rating (defined below), (b) if
               a securitization has not occurred, a bank or other reasonably
               financial institution acceptable to Lender or (c) if a
               securitization has occurred, a bank or other financial
               institution which the rating agencies have confirmed in writing
               will not, in and of itself, result in a downgrade, withdrawal or
               qualification of the then current ratings assigned in connection
               with such securitization.

               "Required Rating" shall mean a rating by S&P of not less than
               A-1+ if the term of such Letter of Credit, bond or other
               instrument is no longer than three (3) months or if the term of
               such Letter of Credit, bond or other instrument is in excess of
               three (3) months, a rating by the applicable rating agencies of
               not lower than "AA", "AA" and "Aa2" by S&P, Fitch and/or Moody's,
               respectively, or, if a securitization has not occurred, such
               other rating that is reasonably acceptable to Lender or, if a
               securitization shall have occurred, such other rating that the
               rating agencies shall have confirmed in writing will not, in and
               of itself, result in a downgrade, withdrawal or qualification of
               the then current ratings assigned in connection with such
               securitization.

          o.   AMDOCS GO-DARK RESERVE. In the event that any portion of the
               Amdocs Space is not operated and occupied by Amdocs pursuant to
               the terms of the Amdocs Lease for a continuous period of 30 days
               or more (the "Dark Space"), or if Amdocs offers any portion of
               the Amdocs Space for sublease (the "Sublet Space"), Borrower
               shall be required to make monthly deposits with Lender for the
               ensuing 12-month period in an amount equal to the quotient
               obtained by dividing (i) the product of (A) $15.00 multiplied by
               (B) the number of square feet in the Improvements covered by the
               Dark Space or the Sublet Space (the "Amdocs Go-Dark Reserve") and
               (ii) twelve (12) (the "Go-Dark Deposits"). The Amdocs Go-Dark
               Reserve shall be held by Lender as additional collateral for the
               Loan. In lieu of Amdocs Go-Dark Reserve, Borrower may deposit
               with Lender a Letter of Credit in the amount of the Amdocs
               Go-Dark Reserve to be required to be deposited over the 12-month
               period referenced above.

               The Borrower shall no longer be obligated to fund the Go-Dark
               Deposits upon Borrower's delivery of evidence satisfactory to
               Lender that (a) the Sublet Space has been sublet to a subtenant
               reasonably satisfactory to Lender pursuant to a sublease
               reasonably satisfactory to Lender and such subtenant has taken
               possession of the Sublet Space and commenced paying rent, (b) the
               Dark Space is re-occupied by Amdocs and is operating pursuant to
               the terms of the Amdocs Lease or (c) the Dark Space is re-let to
               a replacement tenant, reasonably satisfactory to Lender, pursuant
               to a replacement lease, reasonably satisfactory to Lender, and
               such replacement tenant has taken possession of the Dark Space
               and commenced paying rent. Notwithstanding the foregoing or
               anything


                                    EXHIBIT A
                                        5

<PAGE>

               herein to the contrary, if only a portion of the Dark Space or
               the Sublet Space is sublet, re-occupied or re-let, as applicable,
               Borrower must continue to fund the Go-Dark Deposits with Lender
               until there is on deposit with Lender an amount no less than the
               product of (i) $15.00, and (ii) the number of square feet
               representing the portion of the Dark Space or the Sublet Space,
               as applicable ("the Required Minimum Go Dark Reserve Balance").
               Lender agrees that in the event that Borrower is no longer
               obligated to fund the Go Dark Deposits, Lender shall refund to
               Borrower all amounts in the Amdocs Go Dark Reserve in excess of
               the Required Minimum Go Dark Reserve Balance.

     3.2  APPLICATION.

          a.   TAXES. If no Default exists, Lender shall apply the Impounds to
               the payment of the taxes and other liabilities stated above.

          b.   INSURANCE. If no Default exists, Lender shall apply the Impounds
               to the payment of the insurance premiums stated above.

          c.   INTENTIONALLY DELETED.

          d.   INTENTIONALLY DELETED.

          e.   INTENTIONALLY DELETED.

          f.   INTENTIONALLY DELETED.

          g.   CAPITAL EXPENDITURES. If no Default exists, Lender shall release
               the Impounds to Borrower as necessary, in increments of no more
               than $20,000 per release, to pay or reimburse Borrower for the
               Capital Expenditures; provided, however, that Lender shall have
               received and approved each of the following:

               (i)  Borrower's written request for such release, including a
                    description of the Capital Expenditures and Borrower's
                    certification that all Capital Expenditures for which
                    payment or reimbursement is sought have been paid or
                    incurred by Borrower for work completed lien-free and in a
                    workmanlike manner subject to Borrower's right to contest
                    liens as provided for in the Mortgage;

               (ii) copies of invoices supporting the request for such release;
                    and

               (iii) an inspection report if reasonably required by Lender,
                    signed by an inspector selected by Borrower and reasonably
                    approved by Lender, whose fees and expenses shall be paid by
                    Borrower and deducted from requested release of Impounds,
                    and such other evidence as Lender shall require, confirming
                    Borrower's certification.


                                    EXHIBIT A
                                        6

<PAGE>

     3.3  GENERAL. Subject to the terms of the Cash Management Agreement (as
          defined below), any portion of the Impounds that exceeds the amount
          required for payment of the foregoing costs shall be promptly repaid
          to Borrower upon Borrower's compliance with the foregoing. Reference
          is made to Section 6.12(b) of the Mortgage for a description of the
          account into which the Impounds shall be deposited and for a
          description of certain rights and remedies of Lender with respect to
          amounts in such account. Notwithstanding anything to the contrary in
          the Mortgage, all accounts containing Impounds for tenant
          improvements, deferred maintenance work, and capital expenditures
          shall bear interest at a rate established by Lender or its servicing
          agent, which may or may not yield the highest rate then available of
          the type customarily maintained.

     3.4  MAINTENANCE AND CONSTRUCTION.

          a.   TENANT IMPROVEMENTS. Borrower shall construct or cause to be
               constructed all tenant improvements in a workmanlike manner and
               in accordance with all applicable laws, ordinances, rules and
               regulations.

          b.   INTENTIONALLY DELETED.

          c.   INTENTIONALLY DELETED.

          d.   CAPITAL EXPENDITURES. Borrower shall complete or cause to be
               completed the lien-free performance (subject to Borrower's right
               to contest liens as provided for in the Mortgage) or installation
               of the Capital Expenditures (as defined below) from time to time
               as necessary, in a workmanlike manner and in accordance with all
               applicable laws, ordinances, rules and regulations. "Capital
               Expenditures" shall mean major repairs and replacements to
               maintain or improve the Property, including, without limitation,
               structural repairs, roof replacements, HVAC repairs and
               replacements, mechanical and plumbing repairs and replacements
               and boiler repair and replacements.

          e.   RIGHT OF INSPECTION. Lender shall have the right to enter upon
               the Property at all reasonable times during normal business hours
               upon reasonable notice to inspect all work for the purpose of
               verifying information disclosed or required pursuant to this
               Note. Notwithstanding the foregoing, Lender shall not be
               obligated to supervise or inspect any work or to inform Borrower
               or any third party regarding any aspect of any work.

     3.5  RELEASE. Lender shall release any Impounds to Borrower through a funds
          transfer of such Impounds initiated by Lender to the following account
          or such other account as Borrower specifies in a notice to Lender:


                                    EXHIBIT A
                                        7

<PAGE>

              Bank Name:       LaSalle National Bank
              ABA Routing No.: 071000505
              Account Name:    Stonewater DOX Funding LLC
              Reference:       Amdocs
              Advise:          John Reinsma, Ext. 4-0282

          Lender shall determine the funds transfer system and other means to be
          used in making each such release. Borrower agrees that each such funds
          transfer initiated by Lender shall be deemed to be a funds transfer
          properly authorized by Borrower, even if the transfer is not actually
          properly authorized by Borrower. Borrower acknowledges that Lender
          shall rely on the account number and ABA routing number set forth
          above or specified in a notice from Borrower to Lender, even if such
          account number identifies an account with a name different from the
          name so specified, or the routing number identifies a bank different
          from the bank so specified. If Borrower learns of any error in the
          transfer of any Impounds or of any transfer which was not properly
          authorized, Borrower shall notify Lender as soon as possible in
          writing but in no case more than 14 days after Lender's first
          confirmation to Borrower of such transfer.

     3.6. CASH MANAGEMENT. Borrower shall enter into that certain Cash
          Management Agreement (In-Place Hard) dated as of even date herewith
          among Borrower, Lender, as "Lender", and Lender, as "Depository" (the
          "Cash Management Agreement") which shall govern the collection and
          disbursement of all Gross Income (as defined in the Cash Management
          Agreement) during the term of the Loan.

4.   ONE-TIME RIGHT OF TRANSFER OF PROPERTY. Notwithstanding anything to the
     contrary contained in Section 6.15 of the Mortgage, Lender shall, one time
     only, consent to the voluntary sale or exchange of all of the Property to a
     bona-fide third party purchaser, without any modification of the terms of
     this Note or the other Loan Documents, if no Default has occurred and is
     continuing and all of the following conditions have been satisfied:

     4.1  Lender's reasonable determination that the proposed purchaser, the
          proposed guarantor, if any, and the Property all reasonably satisfy
          Lender's then applicable credit review and underwriting standards,
          taking into consideration, among other things, (a) any material
          decrease in the Property's cash flow which would result from any
          increase in real property taxes due to any anticipated reassessment of
          the Property for tax purposes and (b) any requirement of Lender that
          the proposed borrowing entity satisfy Lender's then applicable
          criteria for a single purpose bankruptcy remote entity;

     4.2  Lender's reasonable determination that the proposed purchaser
          possesses satisfactory recent experience in the ownership and
          operation of properties comparable to the Property;


                                    EXHIBIT A
                                        8

<PAGE>

     4.3  the execution and delivery to Lender of such documents and instruments
          as Lender shall reasonably require, in form and content reasonably
          satisfactory to Lender, including, without limitation, (i) an
          assumption agreement under which the purchaser assumes all obligations
          and liabilities of Borrower under this Note and the other Loan
          Documents and agrees to periodically pay such new or additional
          Impounds to Lender as Lender may reasonably require, and (ii) a
          consent to the transfer by any existing guarantor and a reaffirmation
          of such guarantor's obligations and liabilities under any guaranty
          made in connection with the Loan or a new guaranty executed by a new
          guarantor reasonably satisfactory to Lender;

     4.4  the purchaser shall furnish an opinion of counsel reasonably
          satisfactory to Lender and its counsel (A) that the assumption of the
          Loan has been duly authorized, executed and delivered, and that the
          Note, the assumption agreement and the other Loan Documents are valid,
          binding and enforceable against the purchaser in accordance with their
          terms, (B) that purchaser, any entity which is a controlling
          stockholder, member or general partner of the purchaser, and any
          additional signatory of the purchaser have been duly organized, and
          are in existence and good standing, and (C) with respect to such other
          matters as Lender may reasonably request;

     4.5  if required by Lender, delivery to Lender of evidence of title
          insurance reasonably satisfactory to Lender insuring Lender that the
          lien of the Mortgage and the priority thereof will not be impaired or
          affected by reason of such transfer or exchange of the Property;

     4.6  payment to Lender of an assumption fee equal to 1% of the then
          outstanding principal balance of this Note (but not less than
          $15,000);

     4.7  if reasonably required by Lender, deposit with Lender of any new or
          additional Impounds;

     4.8  reimbursement to Lender of any and all actual out of pocket costs and
          expenses paid or incurred by Lender in connection with such transfer
          or exchange, including, without limitation, all reasonable in-house or
          outside counsel attorneys' fees, title insurance fees, appraisal fees,
          inspection fees, environmental consultant's fees and any fees or
          charges of the applicable rating agencies; and

     4.9  if required by Lender, delivery to Lender of written evidence from the
          applicable rating agencies that such transfer or exchange will not
          result in a downgrading, withdrawal or qualification of the respective
          ratings in effect immediately prior to the transfer or exchange for
          any securities issued in connection with the securitization of the
          Loan which are then outstanding (a "Rating Agency Confirmation").

     Lender shall fully release Borrower and any existing guarantor from any
     further obligation or liability to Lender under this Note and the other
     Loan Documents upon the


                                    EXHIBIT A
                                        9

<PAGE>

     assumption by the purchaser and any new guarantor of all such obligations
     and liabilities and the satisfaction of all other conditions precedent to a
     transfer or exchange in accordance with the provisions of this Section.

5.   PREPAYMENT.

     5.1  The Note contains provisions which permit: Full Defeasance Only.

6.   RELEASE OF PARKING PARCEL - EXPANSION

     6.1  Notwithstanding anything to the contrary contained herein or in other
          Loan Documents, provided no Default has occurred and is continuing,
          Borrower may obtain the release of the Parking Parcel (a "Partial
          Release") from the lien of the Mortgage (and this Note and other Loan
          Documents) and the release of Borrower's obligations under this Note
          and other Loan Documents with respect to such Parking Parcel (other
          than those expressly stated to survive), but only upon the
          satisfaction of each of the following conditions:

          a.   Borrower shall provide Lender with at least sixty (60) days but
               no more than ninety (90) days prior written notice of its request
               to obtain a release of the Parking Parcel;

          b.   A wire transfer to Lender of immediately available federal funds
               in an amount equal to the Release Price for the Parking Parcel,
               together with (i) all accrued and unpaid interest on the amount
               of principal being prepaid on the date of such prepayment, (ii)
               if such payment is not made on a scheduled payment date, the
               Interest Shortfall with respect to the amount prepaid, (iii) any
               applicable prepayment premium in accordance with Section 13.2
               hereof, and (iv) all other sums due under this Note or the other
               Loan Documents in connection with a partial prepayment;

          c.   Borrower shall submit to Lender, not less than ten (10) days
               prior to the date of such release, a release of the lien (and
               other Loan Documents) for such Parking Parcel for execution by
               Lender. Such release shall be in a form appropriate in Illinois
               and shall contain standard provisions, if any, protecting the
               rights of Lender. In addition, Borrower shall provide all other
               documentation Lender customarily requires in Illinois to be
               delivered by Borrower in connection with such release;

          d.   After giving effect to the release of the lien of the Mortgage
               encumbering the Parking Parcel proposed by Borrower to be
               released and paydown of the Note, Lender shall have determined,
               based on criteria that would be satisfactory to a prudent
               institutional mortgage loan lender, that the Debt Service
               Coverage Ratio with respect to the remaining Property shall be no
               less than the greater of (i) the Debt Service Coverage Ratio of
               the Property


                                    EXHIBIT A
                                       10

<PAGE>

               as of the date hereof or (ii) the Debt Service Coverage Ratio of
               the Property immediately prior to the Partial Release;

          e.   After giving effect to the release of the lien of the Mortgage
               encumbering the Parking Parcel proposed by Borrower to be
               released and paydown of the Note, Lender shall have determined,
               based on criteria that would be satisfactory to a prudent
               institutional mortgage loan lender, that the loan to value ratio
               with respect to the remaining Property shall be no greater than
               the lesser of (i) the loan to value ratio of the Property as of
               the date hereof or (ii) the loan to value ratio of the Property
               immediately prior to the Partial Release based on updated
               appraisals at the time of the Partial Release;

          f.   Lender shall have received evidence that the Parking Parcel to be
               released shall be conveyed to a person or entity other than
               Borrower or any of its affiliates;

          g.   Lender shall have received payment of all Lender's actual
               out-of-pocket costs and expenses, including due diligence review
               costs and reasonable counsel fees and disbursements incurred in
               connection with the release of the Parking Parcel from the lien
               of the Mortgage and the review and approval of the documents and
               information required to be delivered in connection therewith;

          h.   Borrower shall deliver evidence reasonably satisfactory to Lender
               that (i) following the Partial Release, the Property remaining
               encumbered by the lien of the Mortgage shall comply with all
               Legal Requirements, including, without limitation, all zoning and
               building codes, rules and regulations (and specifically, parking
               requirements), (ii) the Property remaining encumbered by the lien
               of the Mortgage shall constitute a separate lot for tax and
               assessment purposes by no later than the earlier of (1) the
               earliest date permitted under applicable Legal Requirements, or
               (2) the first Business Day of the next calendar year, (iii) such
               release shall not adversely affect ingress or egress to or from
               the Property, (iv) the documents with respect to such release
               shall not impose any obligations or otherwise burden the Property
               in any way (subject to subsection (1) below), and (v) Borrower
               has obtained or caused to be obtained all necessary approvals,
               consents or permits with respect to such release;

          i.   Borrower shall deliver to Lender a new lease with Amdocs
               Champaign, Inc., which shall cover all of the space in the
               improvements to be constructed on the Parking Parcel, reasonably
               acceptable to Lender;

          j.   Lender shall have received an Officer's Certificate (A) as to
               the proposed use of the Parking Parcel, its compatibility with an
               office park and its effects on the operation and use of the
               remainder of the Property and (B)


                                    EXHIBIT A
                                       11

<PAGE>

               indicating the gross revenue and operating expenses for the
               Property both immediately before and immediately after the
               proposed release after taking into account the proposed use of
               the Parking Parcel and its effects on income and expense at the
               Property, together with evidence in support of such conclusions;

          k.   Borrower shall have delivered to Lender evidence that Borrower
               has complied with all requirements of and obtained all approvals
               required under any leases and the operating agreements, if any,
               applicable to the release of the Parking Parcel, if any, and that
               the release of the Partial Release does not violate any of the
               provisions of the leases and the operating agreements including,
               without limitation, provisions relating to the availability of
               parking at the Property;

          l.   Borrower shall have delivered a copy of any reciprocal easement
               agreement amendment to be executed on or prior to the date of the
               release which may contain cross-easements for the benefit of the
               Parking Parcel and the remainder of the Property in respect of
               access, driveways, parking, utilities, drainage flows, storm and
               sanitary sewers, and other customary purposes. The reciprocal
               easement agreement amendment will contain only those provisions
               which (x) are necessary or desirable to accommodate the proposed
               development of the Parking Parcel, and (y) are consistent with
               Borrower's obligations under the Loan Documents;

          m.   Borrower shall have delivered a certificate from an architect or
               engineer (licensed to practice in Illinois and reasonably
               acceptable to Lender) to the effect that any improvements
               proposed to be built on the Parking Parcel will not adversely
               affect the ability to operate and maintain the remainder of the
               Property (after giving effect to any easements reserved or
               granted for the benefit of such remainder or the Parking Parcel)
               and will not result in a loss of any rentable square feet on the
               remainder of the Property;

          n.   Borrower shall have delivered to Lender an architect's
               certificate certifying that the plans and drawings for the
               improvements to be built on the Parking Parcel and the
               improvements to be constructed pursuant thereto will comply with
               all Legal Requirements;

          o.   Borrower shall have delivered a metes and bounds description of
               the Parking Parcel and a survey of the Parking Parcel and the
               remainder of the Property which would be standard in commercial
               lending transactions;

          p.   Borrower shall have delivered to Lender on the date of the
               release an endorsement to the policy or policies of title
               insurance insuring the Mortgage reflecting the release and (i)
               insuring Lender's interest in any easements created in connection
               with the release, (ii) extending the effective date of the policy
               or policies to the effective date of the release,


                                    EXHIBIT A
                                       12

<PAGE>

               and (iii) confirming no change in the priority of the Mortgage on
               the remainder of the Property or in the amount of the insurance
               or the coverage under the policy or policies;

          q.   If required by Lender, Borrower shall deliver to Lender a Rating
               Agency Confirmation as to the Partial Release and the anticipated
               improvements to be placed on the Parking Parcel and Lender
               agrees, upon request, to use commercially reasonable efforts to
               cooperate with Borrower and to facilitate Borrower's efforts to
               obtain any such rating confirmation as required hereunder, which
               cooperation shall include supplying the Rating Agencies with
               copies of reports, documents and other information and materials
               provided to Lender by Borrower, provided however, that in no
               event shall (1) Lender be required to incur any costs or expenses
               (other than de minimus costs or expenses) in connection with such
               cooperation and (2) Lender's agreement hereunder to cooperate
               with Borrower in obtaining a rating confirmation obligate Lender
               to institute (or threaten to institute) or participate in (or
               threaten to participate in) any litigation, suits, or proceedings
               at law or in equity against any Rating Agency in connection with
               Borrower's efforts to obtain such rating confirmation; and

          s.   If the Loan is part of a Securitization, Borrower shall provide
               an opinion of counsel acceptable to the Rating Agencies that the
               release does not constitute a "significant modification" under
               Section 1001 of the Internal Revenue Code of 1986 or otherwise
               cause a tax to be imposed on a "prohibited transaction" by any
               REMIC Trust.


                                    EXHIBIT A
                                       13

<PAGE>

                                                             Loan No. 31-0901388

                          EXHIBIT B TO PROMISSORY NOTE
                   LOAN DOCUMENTS AND OTHER RELATED DOCUMENTS

This Exhibit B is attached to and forms a part of that Promissory Note ("Note")
executed by STONEWATER DOX FUNDING LLC ("Borrower") in favor of WELLS FARGO
BANK, NATIONAL ASSOCIATION ("Lender").

1.   LOAN DOCUMENTS. The documents numbered 1.1 through 1.20 below of even date
     herewith (unless otherwise specified) and any amendments, modifications and
     supplements thereto which have received the prior written approval of
     Lender and any documents executed in the future that are approved by Lender
     and that recite that they are "Loan Documents" for purposes of this Note
     are collectively referred to as the "Loan Documents".

     1.1  This Note;

     1.2  Mortgage;

     1.3  State of Illinois Commercial Code - Financing Statements - Form UCC-1;

     1.4  State of Delaware Uniform Commercial Code - Financing Statements -
          Form UCC-1;

     1.5  Intentionally Deleted;

     1.6  Intentionally Deleted;

     1.7  Limited Liability Company Borrowing Certificate;

     1.8  Intentionally Deleted;

     1.9  Limited Liability Company Certificates Authorizing Limited Liability
          Company Activity;

     1.10 Limited Liability Company Certificate Authorizing LLC Activity;

     1.11 Corporate Resolutions Authorizing Corporate Activity;

     1.12 Partnership Certificate Authorizing Partnership Activity;

     1.13 Intentionally Deleted;

     1.14 One (1) Estoppel Certificate as of November 21, 2003;


                                    EXHIBIT B
                                        1

<PAGE>

     1.15 One (1) Subordination Agreements and Non-Disturbance and Attornment
          Agreements as of November 21, 2003;

     1.16 Assignment of Management Contracts;

     1.17 Intentionally Deleted;

     1.18 Cash Management Agreement;

     1.19 Agreement Regarding Required Insurance.

2.   OTHER RELATED DOCUMENTS WHICH ARE NOT LOAN DOCUMENTS.

     2.1  Flood Hazard Notice;

     2.2  Limited Guaranty by Stonewater Funding LLC;

     2.3  Limited Guaranty by Drawbridge Special Opportunities Fund LP;

     2.4  Limited Guaranty by Stonewater Partners Inc.


                                    EXHIBIT B
                                        2

<PAGE>

                                    EXHIBIT C

                       LEGAL DESCRIPTION OF PARKING PARCEL

Lot 5 of Final Plat of Lots 5, 6 and 7 of Par 3 Development Subdivision, a
Subdivision in the City of Champaign, Champaign County, Illinois, as per plat
recorded July 10, 1996 in Plat Book "CC" at page 185 as Document 96R 17100.