**Exhibit 10.2**Loan No. 502852099PROMISSORY NOTE   $100,000,000.00 July 14, 2005          FOR VALUE RECEIVED PRENTISS PROPERTIES INTERNATIONAL DRIVE, L.P. and PRENTISS PROPERTIESGREENSBORO DRIVE, L.P., each a Delaware limited partnership, with a principal place of business at3890 West Northwest Highway, Suite 400, Dallas, Texas 75220 (collectively, “Borrower”),hereby unconditionally promises, jointly and severally, to pay to the order of WACHOVIA BANK,NATIONAL ASSOCIATION, a national banking association, as lender, having an address at 301 SouthCollege Street, NC0166, Charlotte, North Carolina 28288-0166, Attention: Real Estate CapitalMarkets, Commercial Real Estate Finance (“Lender”), or at such other place as the holderhereof may from time to time designate in writing, the principal sum of One Hundred Million andNo/100 Dollars ($100,000,000.00), in lawful money of the United States of America with interestthereon to be computed from the date of this Note at the rate set forth in Article 2 of the LoanAgreement, and to be paid in accordance with the terms of this Note and that certain LoanAgreement, dated the date hereof, between Borrower and Lender (together with all extensions,renewals, modifications, substitutions and amendments thereof, the “Loan Agreement”). Allcapitalized terms not defined herein shall have the respective meanings set forth in the LoanAgreement.**ARTICLE 1****PAYMENT TERMS**          Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sumof this Note from time to time outstanding at the rate and at the times specified in Article 2 ofthe Loan Agreement and the outstanding balance of the principal sum of this Note and all accruedand unpaid interest thereon shall be due and payable on the Maturity Date.**ARTICLE 2****DEFAULT AND ACCELERATION**          Except as otherwise provided in the Loan Agreement, the Debt shall, without notice, becomeimmediately due and payable at the option of Lender if any portion of the Debt is not paid on orprior to the date the same is due or if the entire Debt is not paid on or before the Maturity Date.**ARTICLE 3****LOAN DOCUMENTS**          This Note is secured by the Mortgage and the other Loan Documents. All of the terms, covenantsand conditions contained in the Loan Agreement, the Mortgage and the other Loan Documents arehereby made part of this Note to the same extent and with the same force as if they were fully setforth herein. In the event of a conflict or inconsistency between the terms
 

 
of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shallgovern.**ARTICLE 4****SAVINGS CLAUSE**          Notwithstanding anything to the contrary, (a) all agreements and communications betweenBorrower and Lender are hereby and shall automatically be limited so that, after taking intoaccount all amounts deemed interest, the interest contracted for, charged or received by Lendershall never exceed the maximum lawful rate or amount, (b) in calculating whether any interestexceeds the lawful maximum, all such interest shall be amortized, prorated, allocated and spreadover the full amount and term of all principal indebtedness of Borrower to Lender, and (c) ifthrough any contingency or event, Lender receives or is deemed to receive interest in excess of thelawful maximum, any such excess shall be deemed to have been applied toward payment of theprincipal of any and all then outstanding indebtedness of Borrower to Lender, or if there is nosuch indebtedness, shall immediately be returned to Borrower.**ARTICLE 5****NO ORAL CHANGE**          This Note may not be modified, amended, waived, extended, changed, discharged or terminatedorally or by any act or failure to act on the part of Borrower or Lender, but only by an agreementin writing signed by the party against whom enforcement of any modification, amendment, waiver,extension, change, discharge or termination is sought.**ARTICLE 6****WAIVERS**          Borrower and all others who may become liable for the payment of all or any part of the Debtdo hereby severally waive presentment and demand for payment, notice of dishonor, notice ofintention to accelerate, notice of acceleration, protest and notice of protest and nonpayment andall other notices of any kind except as provided in the Loan Agreement. No release of any securityfor the Debt or extension of time for payment of this Note or any installment hereof, and noalteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other LoanDocuments made by agreement between Lender or any other Person shall release, modify, amend, waive,extend, change, discharge, terminate or affect the liability of Borrower, and any other Person whomay become liable for the payment of all or any part of the Debt, under this Note, the LoanAgreement or the other Loan Documents. No notice to or demand on Borrower shall be deemed to be awaiver of the obligation of Borrower or of the right of Lender to take further action withoutfurther notice or demand as provided for in this Note, the Loan Agreement or the other LoanDocuments. If Borrower is a limited liability company, the agreements herein contained shall remainin force and be applicable, notwithstanding any changes in the individuals comprising the limitedliability company, and the term “Borrower,” as used herein, shall include any alternate orsuccessor limited liability
2

 
company, but any predecessor limited liability company and its members shall not thereby bereleased from any liability. If Borrower is a partnership, the agreements herein contained shallremain in force and be applicable, notwithstanding any changes in the individuals comprising thepartnership, and the term “Borrower,” as used herein, shall include any alternate or successorpartnership, but any predecessor partnership and their partners shall not thereby be released fromany liability. If Borrower is a corporation, the agreements contained herein shall remain in fullforce and be applicable notwithstanding any changes in the shareholders comprising, or the officersand directors relating to, the corporation, and the term “Borrower” as used herein, shall includeany alternative or successor corporation, but any predecessor corporation shall not be relieved ofliability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or awaiver of, any prohibition or restriction on transfers of interests in such borrowing entity whichmay be set forth in the Loan Agreement, the Mortgage or any other Loan Documents.)**ARTICLE7****TRANSFER**          Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer other thanin connection with the Securitization, Lender may deliver all the collateral mortgaged, granted,pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee whoshall thereupon become vested with all the rights herein or under applicable law given to Lenderwith respect thereto, and Lender shall thereafter forever be relieved and fully discharged from anyliability or responsibility in the matter arising from events thereafter occurring; but Lendershall retain all rights hereby given to it with respect to any liabilities and the collateral notso transferred.**ARTICLE 8****EXCULPATION**          The provisions of Article 15 of the Loan Agreement are hereby incorporated by reference intothis Note to the same extent and with the same force as if fully set forth herein.**ARTICLE 9****GOVERNING**