FORM OF
                             MASTER PROMISSORY NOTE
                                                               Chicago, Illinois
$__________________                                             January 25, 2000


         FOR VALUE RECEIVED,  the undersigned (the "Borrower"),  HEREBY PROMISES
TO PAY to the order of BANK ONE,  NA, a national  banking  association  with its
principal office in Chicago,  Illinois,  as Agent, for the benefit of all of the
Lenders (as defined  below),  the  principal  sum of  $__________  in accordance
herewith,  but in no event  later than  January  25,  2005 (the  "Final  Payment
Date").  The  Advances  evidenced  by this Note are being made  pursuant  to the
Facility and  Guaranty  Agreement,  dated as of December 17, 1999,  by and among
Colonial  Realty  Limited  Partnership,  a  Delaware  limited  partnership  (the
"Company"),  Colonial Properties Trust, an Alabama trust (the "REIT"), Bank One,
NA, in its individual capacity (including any successor thereto, "Bank One") and
as agent for all the Lenders  party  thereto (the  "Agent"),  and the  financial
institutions  party  thereto  (the  "Lenders")  (as the same  shall be  amended,
supplemented,  restated or otherwise  modified from time to time,  the "Facility
Agreement"). Capitalized terms defined in the Facility Agreement are used herein
with their defined meanings therein unless otherwise defined herein.

         1. Interest.  (a) The Borrower  promises to pay interest to each Lender
(based on each  Lender's  Pro-rata  share of the  outstanding  principal  amount
hereof) on the outstanding  principal amount hereof from the date on which funds
are advanced to the Borrower hereunder (the "Closing Date") until such principal
amount is paid in full, payable to the Agent, for the benefit of the Lenders, at
an  interest  rate per annum  equal to 8.810%  (the  "Interest  Rate").  Accrued
interest  shall be due and payable  quarterly in arrears on each of the interest
payment dates set forth on Schedule 1 to this Note,  with the first such payment
date being February 14, 2000 (each an "Interest Payment Date").

                  (b)  Upon the  occurrence  and  during  the  continuance  of a
Borrower  Event of Repayment  described in Section 6(i) below,  the  outstanding
principal  amount hereof shall bear interest,  payable on each Interest  Payment
Date and upon  demand,  at the  Corporate  Base Rate plus two  percent  (2%) per
annum.  "Corporate Base Rate" means a rate per annum equal to the corporate base
rate of interest  announced by Bank One from time to time,  changing when and as
said  corporate  base rate changes.  The Corporate Base Rate is a reference rate
and does not necessarily  represent the lowest or best rate of interest actually
charged to any customer.  Bank One may make loans at rates of interest at, above
or below the Corporate Base Rate.

                  (c)  Interest  and fees shall be  calculated  for actual  days
elapsed on the basis of a 360-day  year.  Interest  payable with respect to this
Note or any portion hereof which is paid or prepaid shall be payable for the day
the Loan  evidenced  by this Note is made but not for the day of any  payment on
the amount paid if payment is received by the Agent prior to 12:00 noon (Chicago
time) at the place of payment.

         2.       Scheduled  Repayment;  Voluntary  Prepayment.

                  (a) The aggregate principal amount of and all accrued interest
and other  amounts  owing  under  this Note  shall be  repayable  in full on the
earlier  to occur of (i) the Final  Payment  Date and (ii) the  occurrence  of a
Change of Control (the "Maturity Date").

                  (b) During  the term of this Note,  the  Borrower  may,  on at
least five (5) Business  Days' prior notice by the Borrower to the Agent stating
the aggregate  principal  amount of the prepayment and the name of the Borrower,
prepay  (subject to the terms of Section 7 hereof) on any Interest  Payment Date
the  outstanding  principal  amount of this Note in whole or in part;  provided,
however, that any such partial prepayment shall be in a minimum principal amount
of  $25,000,  or  any  integral  multiple  of  $5,000  in  excess  thereof.  All
prepayments  (voluntary  or  otherwise)  shall  be made  together  with  (i) all
interest  accrued  at the  Interest  Rate from the  Closing  Date to the date of
payment  (less  the  amount of  interest  paid  prior to such date  based on the
applicable Current Payment Rates) on the amounts prepaid, (ii) to the extent the
amount thereof has been  communicated to the Borrower,  any Early Payment Fee as
required  under  Section 7 hereof and (iii) a prepayment  administrative  fee of
$375 payable to the Agent for its own account.

         3. Method of Payment.  All  payments of  principal,  interest and other
amounts  owing   hereunder  shall  be  made,   without   setoff,   deduction  or
counterclaim,  in funds which are available on the Interest  Payment Date to the
Agent at the Agent's address at 1 Bank One Plaza, Chicago, Illinois 60670, or at
any other office of the Agent specified in writing by the Agent to the Borrower,
by 12:00  noon  (Chicago  time) on the date when due and shall be applied by the
Agent among the Lenders based on each Lender's Pro-rata share of the outstanding
principal  amount of this  Note.  Each  payment  delivered  to the Agent for the
account of any Lender shall be delivered promptly by the Agent to such Lender in
the same type of funds that the Agent received at its address specified above or
at any office  specified  in a notice  received  by the Agent from such  Lender.
Whenever  any  payment to be made  hereunder  shall be stated to be due on a day
other than a Business  Day,  such payment  shall be made on the next  succeeding
Business  Day, and such  extension of time shall in such case be included in the
computation of payment of interest.

         4. Borrower Account. At all times while this Note remains  outstanding,
the Borrower shall be required to maintain an  interest-bearing  deposit account
at Bank One (the "Borrower  Account") to facilitate  administration of the Loan.
No later  than two  Business  Days  prior to each  Interest  Payment  Date,  the
Borrower shall deposit funds, if necessary,  in the Borrower Account  sufficient
in amount to cover any difference between (a) the amount then on deposit in such
account giving effect to the amount of dividends or distributions  (net of taxes
required  to be  withheld  by the  Company  or the REIT,  as  applicable,  under
applicable  law) to be paid by the  Company,  the REIT,  or the REIT's  transfer
agent, as applicable, to the Agent in respect of the Borrower's Class A Units or
Common  Shares on the next  scheduled  dividend  or  distribution  payment  date
pursuant to the  Borrower's  Letter of Direction  and (b) the amount of interest
payable by the Borrower  hereunder on such Interest  Payment  Date.  Bank One is
hereby irrevocably authorized to charge the Borrower Account for each payment of
principal,  interest and other charges as such amounts become due hereunder.  To
the extent that at any time the balance in the Borrower  Account is insufficient
to make payment in full of amounts due hereunder when due, then Bank One may, in
its sole discretion,  provide such funds to the Borrower by way of a new loan in
the  form of an  overdraft  on the  Borrower  Account  (an  "Overdraft"),  which
Overdraft  shall be  governed by the terms of the  account  application  for the
Borrower Account.  The provisions of this Section 4 shall in no way diminish the
unconditional obligation of the Borrower to make payment in full when due of all
amounts owing under the Note.

         5. Loan Proceeds.  The Borrower hereby irrevocably  directs the Lenders
to disburse the proceeds of the Loans  evidenced  hereby directly to the Company
for the account of the Borrower in payment  (whether in whole or in part) of the
Class A Units and agrees that any funds so disbursed  (regardless of how applied
by the Company) shall be considered received by the Borrower upon the receipt of
such funds by the Company.

         6.       Borrower  Event of  Repayment.  If any Program  Event of
Default shall occur and be continuing or any of the following events (each such
event, a "Borrower Event of Repayment") shall occur and be continuing:

                  (i) The Borrower  shall fail to pay any amount of principal on
         this Note when due,  or the  Borrower  shall  fail to pay any amount of
         interest  on, or other  amount due  under,  this Note when due and such
         failure to pay shall continue for five days;

                  (ii) The Borrower shall  generally not pay his or her debts as
         such debts  become due, or shall admit in writing his or her  inability
         to pay his or her debts generally,  or shall make a general  assignment
         for the benefit of creditors;  or any proceeding shall be instituted by
         or against the Borrower  seeking to adjudicate him or her a bankrupt or
         insolvent,   or  seeking  liquidation,   winding  up,   reorganization,
         arrangement,  adjustment,  protection, relief, or composition of him or
         her  or  his or  her  debts  under  any  law  relating  to  bankruptcy,
         insolvency or reorganization or relief of debtors, or seeking the entry
         of an order for relief or the  appointment of a receiver,  trustee,  or
         other similar  official for him or her or for any  substantial  part of
         his or her property;

                  (iii) Any representation or warranty made, or any financial or
         other information  provided by, the Borrower to the Agent or any Lender
         shall prove to have been incorrect in any material respect when made;

                  (iv) The  Borrower  shall fail to perform or observe any term,
         covenant or agreement  set forth in this Note and such  failure  (other
         than any failure or event described in clauses (i) - (iii) above) shall
         continue for ten days after written notice thereof from the Agent;

                  (v) The  Borrower's  employment  shall  be  terminated  by the
         Company  or the REIT or the  Borrower  shall  otherwise  cease to be an
         employee  of the  Company or the REIT for any  reason,  other than as a
         result of death,  permanent disability (as certified by a REIT-approved
         physician)  ("Disability")  or retirement at normal  retirement  age as
         specified under the Colonial  Properties  Trust Defined Benefit Pension
         Plan ("Retirement"), it being understood that this subsection (v) shall
         not be  applicable to any act or event of any nature  whatsoever  which
         causes or has the result of the  Borrower  no longer  being a member of
         the Board of Trustees of the REIT ("Cessation of Board Service");

                  (vi)     The Borrower shall die; or

                  (vii)  The Agent  shall  receive  a  written  notice  from the
         Company to the effect that the Borrower has breached or is otherwise in
         default under his/her Reimbursement Agreement;

then the  Agent,  upon  written  direction  from (or  with the  consent  of) the
Required  Lenders,  may, by notice to the Company and the Borrower,  declare the
principal  amount and interest  and other  amounts  outstanding  under this Note
owing by the Borrower, to be forthwith due and payable, whereupon such principal
amount,  all such  interest  and all such  other  amounts  shall  become  and be
forthwith due and payable, without presentment, demand, protest or notice of any
kind by any Lender,  all of which are hereby  expressly  waived by the Borrower;
provided,  however,  that if a Borrower  Event of Repayment  described in clause
(ii)  above  occurs  with  respect to the  Borrower,  the  principal  amount and
interest and other amounts  outstanding under this Note shall immediately become
due and payable  without any  election or action on the part of the Agent or any
Lender.  The Borrower shall,  as soon as possible,  and in any event within five
(5) Business Days after  becoming aware of the occurrence of a Borrower Event of
Repayment  or an event  which,  with  notice  or  lapse  of time or both,  could
constitute  a Borrower  Event of  Repayment,  deliver  to the Agent a  statement
setting forth details of such Borrower Event of Repayment.

         7.  Early  Payment  Fee.  In the event of any  voluntary  or  mandatory
(whether  as a  result  of  acceleration,  a Change  of  Control  or  otherwise)
repayment of all or any portion of the principal of this Note prior to the Final
Payment Date,  the Borrower will  indemnify each Lender upon demand for any loss
or cost incurred by it resulting therefrom,  including,  without limitation, any
loss or cost incurred in liquidating or employing  deposits  acquired to fund or
maintain its Loan or in  terminating  or unwinding any interest rate exchange or
similar  arrangement  entered into by such Lender in connection  with this Loan.
The Borrower  acknowledges that, in order to permit such Lender(s) to extend the
Interest Rate to the Borrower,  and in reliance upon this Section 7, one or more
of the Lenders has entered into, or in connection  with  accepting an assignment
of the Loans or otherwise, will enter into such arrangements (including, without
limitation,  an interest  compensation  agreement  pursuant to which the Lenders
other than Bank One fund the Loans on a  three-month  LIBOR  basis).  The amount
payable  pursuant to this Section is referred to as the "Early Payment Fee". The
obligations  of the Borrower  under this Section 7 shall survive  payment of the
principal,  interest  and other  amounts  under this Note.  With  respect to the
payment of an Early  Payment  Fee to Bank One only (and not with  respect to any
other Lender), the amount of such Early Payment Fee shall be calculated pursuant
to Section 2.05 and Schedules 2.05(A) and 2.05(B) to the Facility Agreement. The
Borrower  acknowledges  that he or she has had the opportunity to review Section
2.05 and Schedules 2.05(A) and 2.05(B) of the Facility Agreement and has done so
to the extent he or she felt  necessary to  understand  the  calculation  of the
Early Payment Fee (which may be substantial). Promptly after any full or partial
prepayment  of this Note  prior to the Final  Payment  Date,  each  Lender  will
deliver to the Agent,  and the Agent shall deliver to the Borrower,  with a copy
to the Company, a written statement showing in reasonable detail the calculation
of the amount of loss or cost suffered by such Lender,  which  statement  shall,
absent manifest  error,  be conclusive and binding on the Borrower,  the Company
and the REIT.  Notwithstanding the foregoing,  (i) in the event of any repayment
of all or any portion of the  principal of this Note prior to the Final  Payment
Date and after the  occurrence of a Program Event of Default or a Borrower Event
of  Repayment  described  in Section  6(vi) or (ii) in the event of a  voluntary
repayment in full of the  principal of this Note prior to the Final Payment Date
following the Borrower's election within 30 days after the Borrower's Disability
or Retirement to make such repayment, then in either such event no Early Payment
Fee shall be payable by the Borrower (such Early Payment Fee otherwise due shall
instead be paid by the Company or the REIT).

         8. Setoff. In addition to, and without limitation of, any rights of the
Lenders under  applicable law, if any Program Event of Default or Borrower Event
of Repayment  occurs,  any and all  deposits  (including  all account  balances,
whether  provisional or final and whether or not collected or available) and any
other indebtedness and other obligations at any time held or owing by any Lender
to or for the credit or account of the Borrower may be offset and applied toward
the payment of the  principal,  interest and other amounts owing under this Note
to such Lender, whether or not the principal,  interest or other amounts, or any
part thereof, shall then be due.

         9. Taxes. Any taxes  (excluding  income taxes on the overall net income
of the Agent or any  Lender  imposed by the  jurisdiction  in which the Agent or
such Lender is  incorporated  or has its  principal  place of business) or other
similar  assessments  or charges  payable or ruled  payable by any  governmental
authority in respect of this Note or any of the other Loan Documents  pertaining
to the  Borrower  shall be paid by the  Borrower,  together  with  interest  and
penalties,  if any. Any payments  made by the Borrower  under this Note shall be
made free and clear of, and without  deduction or withholding  for or on account
of, any present or future income, stamp or other taxes, levies, imposts, duties,
charges,  fees,  deductions or withholdings,  now or hereafter imposed,  levied,
collected,  withheld or assessed by any Governmental  Authority (excluding taxes
imposed  on its  overall  net income and  franchise  taxes  imposed on it by the
jurisdiction  in which  the  Agent or such  Lender  is  incorporated  or has its
principal  place of  business)  ("Taxes").  If any such Taxes are required to be
withheld  from any  amounts  payable to the Agent or any Lender  hereunder,  the
amounts so payable to the Agent or such Lender  shall be increased to the extent
necessary  to yield to the Agent or such  Lender  (after  payment  of all Taxes)
interest  or any such other  amounts  payable  hereunder  at the rates or in the
amounts specified in or pursuant to this Note. Whenever any Taxes are payable by
the Borrower,  as promptly as practicable  thereafter the Borrower shall send to
the Agent for its own account or for the account of such Lender, as the case may
be, a certified copy of an original  official  receipt  received by the Borrower
showing payment thereof.  If the Borrower fails to pay any Taxes when due to the
appropriate  taxing  authority or fails to remit the required  receipts or other
required  documentary  evidence,  the Borrower shall indemnify the Agent and the
Lenders for any incremental taxes, interest or penalties that may become payable
by the Agent or any Lender as a result of any such  failure.  The  agreements in
this Section 9 shall  survive the payment in full of all amounts  payable  under
this Note.

         10. Agreements; Representations and Warranties. The Borrower hereby (i)
acknowledges  that he or she has had the  opportunity  to  review  a copy of the
Facility  Agreement  and has done so to the extent he or she felt  necessary  in
connection with the Loan evidenced  hereby,  (ii) consents to be governed by the
terms of the Facility  Agreement to the extent the terms thereof are  applicable
to the Loan  evidenced  hereby,  (iii)  represents  that such  Borrower's  name,
address,  home  phone  number and social  security  number or similar  number is
correct as listed below, (iv) agrees that any notice permitted or required to be
given by the Agent or the  Lenders  to the  Borrower  pursuant  hereto  shall be
deemed  given upon the earlier of actual  receipt by the  Borrower and three (3)
Business  Days after  posting in the U.S.  first  class  mail  addressed  to the
Borrower at the address set forth below or at such other address as specified in
writing by the Borrower to the Agent,  (v) agrees that the Agent and the Lenders
may from time to time disclose to the Company or the REIT any  information  with
respect  to the  Borrower  Account,  this Note or any  default  by the  Borrower
hereunder  (or any  failure of the  Borrower to  pre-fund  interest  payments as
contemplated by Section 4 above), and may from time to time disclose information
regarding  the Borrower to  "Transferees"  as described in Section  10.04 of the
Facility  Agreement,  and waives and releases any claims arising out of any such
disclosure,  (vi) agrees that assignments of and participations in this Note may
be effected as set forth in Article X of the  Facility  Agreement,  (vii) agrees
that the Facility  Agreement is not intended to, and shall not be construed  to,
create any rights  (contractual,  equitable,  pursuant to law or  otherwise)  in
favor of the Borrower against the Agent, any Lender,  any Other Guarantor or the
Company,  and the Borrower in his or her individual capacity shall have no right
to enforce any rights of the Company or any Other Guarantor  thereunder,  (viii)
acknowledges  that he or she is  accepting  the Loan and  acquiring  the Class A
Units for the purpose of  investment  or profit and that the Loan is intended to
be a "business  loan" under the Illinois  General  Interest Act, (ix) represents
and warrants that he/she has no present  intention of redeeming  his/her Class A
Units being  acquired  pursuant to the Program into Common  Shares or for a cash
amount,  and (x) represents and agrees that he/she has not caused the Borrower's
obligations  hereunder  or  any  Reimbursement  Obligations  to  be  secured  or
"indirectly  secured" (as defined in  Regulation U) by any Margin Stock and will
not cause any such obligations or Reimbursement  Obligations to be so secured or
"indirectly  secured"  if and to the extent such  circumstances  would cause any
Guarantor or any Lender to be in violation of Regulation U.

         11. Changes in Capital Adequacy Regulations. (a) If a Lender determines
the amount of capital required or expected to be maintained by such Lender,  any
Lending  Installation of such Lender or any corporation  controlling such Lender
is increased as a result of a Change (as defined  below),  then,  within fifteen
(15) days of demand by such  Lender,  the  Borrower  shall pay such  Lender  the
amount  necessary to compensate for any shortfall (a "Shortfall") in the rate of
return on the portion of such increased  capital which such Lender determines is
attributable to this Note or its Loan to the Borrower (after taking into account
such Lender's  policies as to capital  adequacy).  "Change" means (a) any change
after the date hereof in the Risk-Based  Capital  Guidelines (as defined below),
or  (b)  any  adoption  of  or  change  in  any  other  law,   governmental   or
quasi-governmental  rule,  regulation,  policy,  guideline,  interpretation,  or
directive  (whether or not having the force of law) after the date hereof  which
affects  the amount of capital  required or  expected  to be  maintained  by any
Lender or any Lending  Installation or any  corporation  controlling any Lender.
"Lending  Installation"  means,  with respect to a Lender,  any office,  branch,
subsidiary or affiliate of such Lender.  "Risk-Based  Capital  Guidelines" means
(i) the risk-based  capital guidelines in effect in the United States of America
on the date hereof and (ii) the corresponding capital regulations promulgated by
regulatory  authorities  outside the United States of America  implementing  the
July 1988 report of the Basle  Committee on Banking  Regulation and  Supervisory
Practices  entitled  "International  Convergence  of  Capital  Measurements  and
Capital  Standards"  including  transition  rules,  and any  amendments  to such
regulations  adopted  prior to the date  hereof.  Before  making  any demand for
payment pursuant to this Section 11, each Lender shall, if possible, designate a
different  Lending  Installation  if such  designation  will  avoid the need for
making such demand and is not disadvantageous to such Lender.

                  (b) Each Lender shall  promptly  notify the  Borrower,  with a
copy to the Agent and the Company,  upon becoming aware that the Borrower may be
required to make any  payment  pursuant  to this  Section  11.  When  requesting
payment  pursuant to this Section 11, each Lender shall provide to the Borrower,
with a copy to the Agent and the Company, a certificate, signed by an officer of
such  Lender,  setting  forth the amount  required to be paid by the Borrower to
such Lender and the computations made by such Lender to determine such amount.

         12.      Amendments.  This Note may not be amended  orally but only in
writing  signed by the Borrower and signed or consented  to in writing by the
Agent with the consent of the Required  Lenders (or all the Lenders if so
required by Section 12.01 of the Facility Agreement), the Company and the Other
Guarantors.

         13.  Preservation  of Rights;  Survival.  No delay or  omission  of the
Lenders or the Agent to  exercise  any right  under this Note shall  impair such
right or be construed to be a waiver of any Program Event of Default or Borrower
Event of Repayment or an acquiescence therein. Any single or partial exercise of
any such  right  shall not  preclude  other or further  exercise  thereof or the
exercise of any other right. All remedies  contained in the Loan Documents or by
law afforded shall be cumulative and all shall be available to the Agent and the
Lenders  until  this  Note  has  been  paid in  full.  All  representations  and
warranties  of the Borrower  contained in this Note and any other Loan  Document
shall  survive  delivery  of  this  Note  and  the  making  of the  Loan  herein
contemplated.

         14. Headings;  Entire Agreement.  Section headings in this Note are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of this Note. The Loan Documents  embody the entire agreement and
understanding among the Borrower,  the Other Guarantors,  the Company, the Agent
and the Lenders and supersede all prior agreements and understandings  among the
Borrower,  the Company, the Agent and the Lenders relating to the subject matter
thereof.

         15.  Benefits of this  Agreement.  This Note shall be binding  upon the
Borrower and the  Borrower's  personal  representatives,  heirs and assigns and,
subject to the  following  sentence,  shall not be construed so as to confer any
right or benefit upon any Person other than the Borrower and his or her personal
representatives,  heirs and assigns. This Note shall inure to the benefit of the
Agent,  the  Lenders  and their  respective  successors  and  assigns,  it being
understood  that any Lender may,  subject to the  provisions of Article X of the
Facility  Agreement,  from time to time assign, or grant  participations in, its
rights hereunder in whole or in part. Except as provided in Section 12.02 of the
Facility  Agreement,  the Borrower shall not have the right to assign his or her
rights or obligations hereunder.

         16.  Expenses;  Indemnification.  The Borrower  agrees to reimburse the
Agent and the Lenders for any costs, internal charges and out-of-pocket expenses
(including  reasonable  attorneys'  fees and time charges of  attorneys  for the
Agent and the  Lenders,  which  attorneys  may be  employees of the Agent or the
Lenders)  paid or  incurred  by the Agent or any Lender in  connection  with the
collection or enforcement of this Note. The Borrower further agrees to indemnify
the Agent and each Lender,  its  directors,  officers and employees  against all
losses,  claims,  damages,  penalties,   judgments,   liabilities  and  expenses
(including,  without  limitation,  all  expenses of  litigation  or  preparation
therefor whether or not the Agent or any Lender is a party thereto) which any of
them may pay or incur arising out of or relating to this Note, the  transactions
contemplated   hereby  or  the  direct  or  indirect   application  or  proposed
application  of the proceeds of the Loan  evidenced  hereby except to the extent
that they arise out of the gross  negligence or willful  misconduct of the party
seeking  indemnification.  The  obligations  of the Borrower  under this Section
shall survive the repayment of this Note.

         17. Replacement Notes. The Borrower agrees that upon the occurrence and
during the  continuance  of any Program  Event of Default or  Borrower  Event of
Repayment,  upon the request of the Agent and in exchange for this single master
Note,  the  Borrower  will  execute and deliver  substitute  multiple  notes (in
substantially the form hereof) (each a "Replacement  Note"), one for each Lender
in the principal  amount of such Lender's  Pro-rata  share of the Loan evidenced
hereby.

         18. Severability of Provisions. Any provision in this Note that is held
to be inoperative,  unenforceable,  or invalid in any jurisdiction  shall, as to
that jurisdiction, be inoperative,  unenforceable,  or invalid without affecting
the remaining provisions in that jurisdiction or the operation,  enforceability,
or validity of that  provision  in any other  jurisdiction,  and to this end the
provisions of this Note are declared to be severable. If any interest payment or
other  charge or fee  payable  by the  Borrower  under  this Note to any  Lender
exceeds  the  maximum  amount  then  permitted  to be  paid to  such  Lender  by
applicable law, the Borrower shall be obligated to pay, and such Lender shall be
entitled to receive, only the maximum amount permitted by applicable law. If any
Lender  has  collected  interest  or other  charges  in excess  of such  maximum
permitted amount, the Borrower's only remedy will be that such Lender will apply
such excess  interest or other  amounts as a full or partial  prepayment  of the
unpaid  balance of the  principal  amount to the extent of the unpaid  principal
balance and refund any additional excess amount to the Borrower.

         19. CHOICE OF LAW. THE LOAN DOCUMENTS  SHALL BE CONSTRUED IN ACCORDANCE
WITH THE  INTERNAL  LAWS  (INCLUDING  735 ILCS  105/5-1 ET SEQ.,  BUT  OTHERWISE
WITHOUT  REGARD TO CONFLICT OF LAWS  PROVISIONS)  OF THE STATE OF ILLINOIS,  BUT
GIVING  EFFECT TO FEDERAL  LAWS  APPLICABLE  TO NATIONAL  BANKING  ASSOCIATIONS,
FEDERAL AGENCIES, BRANCHES OF FOREIGN BANKS AND OTHER FINANCIAL INSTITUTIONS.

         20. CONSENT TO  JURISDICTION.  THE AGENT,  EACH LENDER AND THE BORROWER
HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS  STATE COURT  SITTING IN CHICAGO IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS NOTE AND THE PARTIES HEREBY IRREVOCABLY AGREE
THAT ALL  CLAIMS  IN  RESPECT  OF SUCH  ACTION  OR  PROCEEDING  MAY BE HEARD AND
DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVE ANY OBJECTION THEY MAY NOW OR
HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT  FORUM.  NOTHING HEREIN SHALL
LIMIT THE RIGHT OF THE AGENT OR ANY  LENDER  TO BRING  PROCEEDINGS  AGAINST  THE
BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE
BORROWER  AGAINST THE AGENT OR ANY LENDER OR ANY  AFFILIATE  OF THE AGENT OR ANY
LENDER INVOLVING,  DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT
IN CHICAGO, ILLINOIS.

         21. WAIVER OF JURY TRIAL. THE BORROWER AND, BY ACCEPTANCE  HEREOF,  THE
AGENT AND EACH  LENDER  HEREBY  WAIVE TRIAL BY JURY IN ANY  JUDICIAL  PROCEEDING
INVOLVING,  DIRECTLY  OR  INDIRECTLY,  ANY  MATTER  (WHETHER  SOUNDING  IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,  RELATED TO, OR CONNECTED WITH
THIS NOTE.



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         IN WITNESS WHEREOF,  the undersigned Borrower has executed this Note as
of the day and year first above written.


                                           Print/Type
                                           Name of Borrower

                                           Home Address:


                                           Home Phone Number:
                                           Social Security Number:
                                           Or other taxpayer identification
                                           number, if any, as applicable


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