<PAGE>   1
                                                                   EXHIBIT 10.44

                                                                 Loan No. 850621

                    PROMISSORY NOTE SECURED BY DEED OF TRUST


$9,000,000.00                                          San Francisco, California

                                                                  April 23, 1997


         1.      Promise to Pay.  For value received, the undersigned TMC
REALTY HOLDINGS CO., a California corporation ("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 NINE MILLION AND
NO/100THS DOLLARS ($9,000,000.00) ("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 Deed of Trust.  This Note is secured by, among
other things, that Deed of Trust and Absolute Assignment of Rents and Leases
and Security Agreement (and Fixture Filing) ("Deed of Trust") of even date
herewith, pursuant to which Borrower grants to Lender a security interest in
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.

         "Default" shall have the meaning set forth in the Deed of Trust.

         "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 date the Deed of Trust is recorded in
         the Office of the County Recorder of the county where the Property is
         located.

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

         "Maturity Date" shall mean May 1, 2007.
<PAGE>   2
         4.      Interest; Payments.

                 4.1  Interest.  Interest on the outstanding principal balance
of this Note shall be paid in arrears and shall accrue at a fixed interest rate
per annum equal to 9.20% ("Interest Rate").  The Interest Rate shall be based
on a 360-day year consisting of twelve (12) months of thirty (30) days each,
except where the Disbursement Date is on a day other than the first day of the
month in which case the Interest Rate shall be based on a 360-day year and
charged on the basis of actual days elapsed from the Disbursement Date to the
first of the following month.

                 4.2  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 month's payment shall be interest only.  Subsequent
monthly payments shall be calculated on the basis of an equal-payment
twenty-five (25) year amortization of principal and interest.  On the Maturity
Date, all unpaid principal and accrued but unpaid interest shall be due and
owing in full.

                 4.3  Application of Payments.  In the absence of a specific
determination by Lender to the contrary, 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 actual, documented and reasonable 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.

         5.      Late Charge; Default Rate.

                 5.1  Late Charge.  If any payment required hereunder is not
paid on or before the fifth calendar day of the month in which it is due,
Borrower shall pay a late or collection charge, as liquidated damages, equal to
two percent (2%) of the amount of such unpaid payment.  Borrower acknowledges
that Lender will incur additional expenses as a result of any late payments
hereunder, which expenses would be impracticable to quantify, and that
Borrower's payments under this paragraph are a reasonable estimate of such
expenses.  The foregoing to the contrary notwithstanding, no late or collection
charge shall be payable by Borrower as a result of any delay in the payment of
any sum due and payable on the Maturity Date.

                 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 a rate per annum equal to two
percent (2%) plus the Interest Rate ("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


                                       2
<PAGE>   3
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 any Default shall occur and be continuing
after all notice and cure periods have expired, 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 Deed of Trust 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 Deed of Trust
or such other Loan Document.

         8.      Borrower's Liability.

                 8.1  Limitation.  Except as otherwise provided in this
Section, 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 Deed of Trust).

                 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 liability of Borrower owed to Lender to the extent of any actual losses
incurred by Lender (including, without limitation, any impairment of Lender's
security for the Loan) directly resulting from: (a) fraud or willful
misrepresentation;  (b) material and intentional physical waste of the Property
or the Collateral; (c) failure to pay property or other taxes, assessments or
charges (other than amounts paid to Lender for taxes, assessments or charges
pursuant to an impound account and where Lender elects not to apply such funds
toward payment of the taxes, assessments or charges owed) which may create
liens senior to the lien of the Deed of Trust on all or any portion of the
Property; (d) failure to deliver any insurance or condemnation proceeds or
awards or any security deposits following an uncured Default 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; (e) failure to apply any rents, royalties, accounts, revenues, income,
issues, profits and other benefits from the Property which are collected or
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; or (f) any breach by Borrower of any
covenant in this Note or in the Deed of Trust regarding Hazardous Materials (as
defined in the Deed of Trust) or any representation or warranty of Borrower
regarding Hazardous Materials proving to have been untrue when made.

                 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 with respect to the
Property or the Collateral, including, without limitation, the right to pursue
any remedy for injunctive or other equitable relief with respect to the
Property or the Collateral, 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.





                                       3
<PAGE>   4
                 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-Trustor Borrower.  [Intentionally Deleted]

         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
in any other Loan Document, Borrower hereby waives presentment, demand, notice
of dishonor, notice of default or delinquency, 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 or Borrower in acting with respect to the terms of this Note
or the Deed of Trust shall constitute a waiver of any breach, default or
failure of condition under this Note, the Deed of Trust or the obligations
secured thereby.  A waiver of any term of this Note, the Deed of Trust 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 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 California and the proceeds of this Note were disbursed from the
State of California, 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 and performance, this Note and the
obligations arising hereunder shall be governed by, and construed in accordance
with, the laws of the State of California 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 enforcement of Lender's
STATUTORY POWER OF SALE granted under the Deed of Trust securing this Note and
the creation, perfection and enforcement of the security interests created
pursuant hereto 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,
it being understood that, to the fullest extent permitted by the law of the
state where the Property is located, the law of the State of California shall
govern the validity and the enforceability of the Deed of Trust, this Note and
the other Loan Documents and all of the obligations arising hereunder or
thereunder.  To the fullest extent permitted by law, Borrower hereby
unconditionally and irrevocably waives any claim to assert that the law of any
other jurisdiction governs the Deed of Trust, this Note and the other Loan
Documents, and the Deed of Trust, this Note and the other Loan Documents shall
be governed by and construed in accordance with the laws of the State of
California.





                                       4
<PAGE>   5
                 10.6     Consent to Jurisdiction.  Borrower irrevocably
submits to the jurisdiction of: (a) any state or federal court sitting in the
State of California 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 STATUTORY POWER OF SALE under the Deed of Trust 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.

                 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 Lender and shall inure to the benefit of the successors and assigns of
Borrower and 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.  Unless a shorter time
period is expressly provided, Lender's failure to respond to Borrower's request
for consent or approval within thirty (30) days following Lender's receipt of
such request (and all documents and information reasonably related thereto)
shall be deemed to constitute Lender's consent or approval to such request.

         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:





                                       5
<PAGE>   6

Borrower:                                      Lender:

TMC Realty Holdings Co.                        Wells Fargo Bank, N.A.
c/o Ticketmaster Group, Inc.                   C/O WFRF
8800 Sunset Boulevard                          1320 Willow Pass Road
West Hollywood, CA  90069                      Suite 205
Attn:  Peter Knepper                           Concord, CA 94520
FAX No.: (310) 360-6513                        Loan No. 850621
                                               FAX No.: (510) 691-5947
with a copy to:

TMC Realty Holdings Co.
c/o Ticketmaster Group, Inc.
8800 Sunset Boulevard
West Hollywood, CA  90069
Attn:  Ned Goldstein
FAX No.: (310) 360-6512


         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.  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,
Lender and Borrower agree, as an integral part of the consideration for
Lender's making the Loan, that:

                 13.1     Voluntary Prepayment.

                 (a)      Any voluntary prepayment of this Note is permitted in
whole only, and not in part, and only in accordance with the terms and
conditions of this Section 13; and

                 (b)      No voluntary prepayment of this Note is permitted at
any time prior to the fourth (4th) year of the term of this Note.

                 13.2     Prepayment Charge.  Except as expressly provided in
Section 13.3 below, any prepayment of this Note prior to the last year of the
term of this Note, whether such prepayment is in whole or in part, voluntary or
involuntary, or upon acceleration of the principal amount of this Note by
Lender following a Default, shall be permitted only if Borrower immediately
pays to Lender (in addition to all other sums then due and owing to Lender
under this Note and the other Loan Documents) a prepayment charge in an amount
equal to (a) 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 (as
hereinafter defined), minus (b) the outstanding principal balance of the Loan
as of the prepayment date.





                                       6
<PAGE>   7
                 "Periodic Treasury Yield" means (i) 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 (5th) Business Day preceding the prepayment date, divided by (ii)
twelve (12), if scheduled payment dates are monthly, or four (4), if scheduled
payment dates are quarterly.

                 13.3     No Prepayment Charge.  If any prepayment of this Note
occurs during the last year of the term of this Note, no prepayment charge
shall apply.  In addition, no prepayment charge shall apply with respect to any
insurance or condemnation proceeds received by Lender and applied by Lender to
the outstanding Loan balance under this Note.

                 13.4     Term of this Note.  For purposes of this Section, the
"term of this Note" shall mean the period commencing on the date of this Note
and ending on the Maturity Date.

                 13.5     First Day of Month.  Voluntary prepayments of this
Note may only be made on the first day of the month.

                 13.6     Prepayment Waiver.  Borrower waives any right to
prepay this Note except under the terms and conditions set forth in this
Section and agrees that if this Note is prepaid, Borrower will pay the
prepayment charges 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, (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 and (d) this waiver is intended to
comply with California Civil Code Section 2954.10.

                                                 Borrower's Initials  NSG
                                                                    ----------


         14.     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





                                       7
<PAGE>   8
WRITTEN), OR ACTIONS OF LENDER OR BORROWER.  THIS PROVISION IS A MATERIAL
INDUCEMENT FOR LENDER TO MAKE THE LOAN TO BORROWER.

"Borrower"

TMC REALITY HOLDINGS CO.,
a California corporation



By:    /s/  NED S. GOLDSTEIN
       -----------------------------------------------------
       Ned S. Goldstein,
       Senior Vice President and Assistant Secretary



By:    /s/  VICTORIA L. RISHWAIN
       -----------------------------------------------------
       Victoria L. Rishwain,
       Assistant Secretary





                                       8
<PAGE>   9
                                                                 Loan No. 850621

                          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 TMC REALTY HOLDINGS CO., a California corporation
("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 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
except to the extent of Lender's willful misconduct or gross negligence.

         2.      Financial Statements.

                 2.1  Statements Required.  During the term of the Loan or
while any liabilities of Borrower to Lender under any of the Loan Documents
remain outstanding and unless Lender otherwise consents in writing, Lender
shall provide Borrower a courtesy notice to the parties indicated in Section 11
of the Note within sixty (60) days prior to the date any item below is due, and
Borrower shall provide to Lender the following:

                          (a)     Annual Income Schedule.  Not later than
ninety (90) days after and as of the end of each fiscal year, a schedule,
signed and dated by Borrower and in a form reasonably acceptable to Lender,
showing all revenues and expenses during such fiscal year, relating to the
Property, including, without limitation, all information requested under any of
the Loan Documents;

                          (b)     Semi-Annual Leasing Schedule.  Not later than
thirty (30) days after and as of the end of each semi-annual period, a schedule
in a form acceptable to Lender, signed and dated by Borrower, showing the
following lease information with regard to each tenant: the name of the tenant,
monthly or other periodic rental amount, dates of commencement and expiration
of the lease, and payment status;

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


<PAGE>   10
                          (d)     Other Information.  From time to time, such
other information with regard to Borrower, principals of Borrower, guarantors
or the Property as Lender may reasonably request in writing; provided, however,
the provisions of this paragraph (d) shall not apply so long as TMC Realty
Holdings Co. or any transferee under a Permitted Transfer is the Borrower.

                 2.2  Form; Warranty.  Borrower agrees that all financial
statements to be delivered to Lender pursuant to this Section shall in all
material respects: (i) be complete and correct; (ii) present fairly the
financial condition of the party; (iii) disclose all liabilities that are
required to be reflected or reserved against; and (iv) 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 leasing schedules and other information to be
delivered to Lender pursuant to this Section shall not contain any material
misrepresentation or omission of a material fact.

         3.      Impounds.  [Intentionally Deleted]

         4.      Permitted Transfers.  Notwithstanding anything to the contrary
contained in Section 6.15 of the Deed of Trust, any sale, exchange, transfer or
conveyance of any direct or indirect ownership interests in Borrower (whether
general or limited partnership interest, stock, limited liability company
interest, trust or otherwise) or in all or any part of the Property shall be
permitted and shall be freely transferable without the consent of Lender (a) so
long as Ticketmaster Group, Inc. continues to own and control, directly or
indirectly, at least fifty-one percent (51%) of the Borrower, or (b) in the
event of any transfer to any entity which is either (i) the successor by
merger, consolidation, sale of stock or assets, or other similar transaction,
of all or substantially all of Borrower's equity or assets, or (ii) controls or
is controlled by or is under common control with Borrower ("Permitted
Transfers").  Borrower agrees that it shall provide to Lender a certificate in
a form reasonably acceptable to Lender, signed and dated by Borrower, listing
all the names of the parties holding an ownership interest in Borrower and the
percentage interests held by each such party within five (5) days after
Lender's written request for such information.

         With respect to any Permitted Transfers, the following conditions
precedent must also be satisfied in addition to the requirements set forth
above:

                 (c)      Lender's receipt of at least thirty (30) days prior
written notice from Borrower of the proposed transfer together with
documentation reasonably satisfactory to Lender regarding the ownership
structure of the proposed transferee;

                 (d)      if required by Lender, the execution and delivery to
Lender of such documents and instruments as Lender shall reasonably require, in
form and substance reasonably satisfactory to Lender, including, without
limitation, (i) an assumption agreement under which the transferee assumes all
obligations and liabilities of Borrower under the Note and the other Loan
Documents, and (ii) a consent





                                       2
<PAGE>   11
to the Permitted Transfer by any existing guarantor and a reaffirmation of such
guarantor's obligations and liabilities under any guaranty made in connection
with the Loan;

                 (e)      if required by Lender, delivery to Lender of title
insurance reasonably satisfactory to Lender insuring Lender that the lien of
the Deed of Trust and the priority thereof will not be impaired or affected by
reason of such transfer;

                 (f)      Lender's receipt of a transfer fee in the amount of
$500.00; and

                 (g)      reimbursement to Lender of any and all actual,
reasonable and documented costs and expenses paid or incurred by Lender in
connection with such transfer, including, without limitation, all in-house or
outside counsel attorneys' fees, and all title insurance fees, appraisal fees,
inspection fees and environmental consultant's fees.

         5.      Right of Transfer of Property.  Notwithstanding anything to
the contrary contained in Section 6.15 of the Deed of Trust, and in addition to
the Permitted Transfers set forth in Section 4 above but not constituting a
Permitted Transfer hereunder, Lender shall, one time only, consent to the
voluntary sale or exchange of all of the Property by TMC Realty Holdings Co.
("Original Trustor") and, thereafter, one time only, by the purchaser of
Original Trustor's interest in the Property, to a bona-fide third party
purchaser, without any modification of the terms of the Note or the other Loan
Documents, upon satisfaction of all of the following conditions precedent:

                 (a)      Lender's reasonable determination that the proposed
purchaser, the proposed guarantor, if any, and the Property all satisfy
Lender's then applicable credit review and underwriting standards;

                 (b)      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 Original Trustor under the Note and the other Loan Documents,
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;

                 (c)      if required by Lender, delivery to Lender of title
insurance reasonably satisfactory to Lender insuring Lender that the lien of
the Deed of Trust and the priority thereof will not be impaired or affected by
reason of such transfer or exchange of the Property;


                 (d)      payment to Lender of an assumption fee equal to
one-half of one percent (.50%) of the then outstanding principal balance of the
Note; and

                 (e)      reimbursement to Lender of any and all actual,
documented and reasonable costs and expenses paid or incurred by Lender in
connection with such transfer or exchange, including, without limitation, all
in-house or outside counsel attorneys' fees, title insurance fees, appraisal
fees, inspection fees and environmental consultant's fees.

         Lender shall fully release Original Trustor from any obligation or
liability to Lender under the Note and the other Loan Documents upon the
assumption by the purchaser of all such obligations and liabilities





                                       3
<PAGE>   12
and the satisfaction of all other conditions precedent to a transfer or
exchange in accordance with the provisions of this Section.

         6.      Death; Withdrawal.  In addition to the Defaults described in
the Deed of Trust, the death, retirement, incapacity or withdrawal, as
applicable, of: (a) the controlling principal; (b) the controlling principal as
the general partner of Borrower or any entity directly or indirectly
controlling the management of Borrower, if Borrower or such entity is a
partnership; or (c) the controlling principal as the managing member of
Borrower or any entity directly or indirectly controlling the management of
Borrower, if Borrower or such entity is a limited liability company; and
Borrower's failure to provide a substitute or replacement acceptable to Lender
within thirty (30) days after the occurrence of any such event, shall also
constitute a Default; provided, however, the provisions of this Section 6 shall
not apply so long as TMC Realty Holdings Co. or any transferee under a
Permitted Transfer as set forth in Section 4 above is the Borrower.





                                       4