PROMISSORY NOTE

$2,500,00.00                                                       July 15, 1994

         FOR VALUE  RECEIVED,  the  undersigned,  BLUE VALLEY  BUILDING CORP., a
Kansas  corporation  ("Borrower"),  with an address at P.O. Box 26128,  Overland
Park,  Kansas  66225,  promises to pay to BUSINESS  MEN'S  ASSURANCE  COMPANY OF
AMERICA,  a  Missouri  corporation,  with an  address  at c/o  Charter  American
Mortgage  Company,  2001 Shawnee Mission  Parkway,  Mission Hills,  Kansas 66205
("Lender") or to order,  the principal sum of Two Million Five Hundred  Thousand
and  00/100  Dollars  ($2,500,000.00),  together  with  interest  on the  unpaid
principal  balance of this Note at the "Interest Rate" (as defined below) in the
amounts and in the manner set forth herein.

         1.       Term.

         (a) The term of this Note (the "Loan Term") shall  commence on the date
hereof and shall end on August 1, 2009 (the "Maturity  Date").  "Loan Year",  as
used herein,  shall mean the twelve (12) month period  beginning on the due date
of the  first  "Monthly  Payment"  (as set forth in  Section  3 below)  and each
consecutive twelve (12) month period thereafter during the Loan Term, and "Loan"
shall mean the loan from Lender to Borrower evidenced by this Note.

         (b)  Notwithstanding  the  provisions of paragraph  1(a) above,  Lender
shall have the right to accelerate  the maturity of this Note and to declare the
same  due and  payable  on the last  day of the  tenth  (10th)  Loan  Year  (the
"Accelerated  Maturity  Date"),  by giving notice to Borrower not later than one
hundred  eighty (180) days prior to the  Accelerated  Maturity  Date. The entire
outstanding  principal balance and all accrued and unpaid interest shall then be
due and payable on the Accelerated Maturity Date, without prepayment charge.

         2.       Interest Rate.

         (a) This Note shall bear interest at a rate equal to seven and one-half
percent  (7.50%) per annum (the  "Interest  Rate").  All payments due under this
Note shall be applied  first  against  accrued  interest  and then  against  the
outstanding  principal amount due under this Note. The interest  hereunder shall
be calculated based on a three hundred sixty (360) day year consisting of twelve
(12) months of thirty (30) days each.

         (b) At Lender's  option,  the Interest Rate shall be adjusted as of the
first (1st) day of the eleventh  (11th) Loan Year (the  "Adjustment  Date") to a
rate per annum (the "Adjusted  Interest  Rate")  equivalent to two hundred (200)
basis points above the then current yield of U.S.  Treasury  Securities (i) with
an asking price closest to par, (ii) paying interest semi-annually,  (iii) not a
"zero coupon" obligation or an obligation with an optional prepayment,  and (iv)
having a maturity date closest to the Maturity  Date, as such yield is published
in the Wall  Street  Journal  on the  Adjustment  Date  (or the  next  preceding
publication  date), such yield rate to be applicable  regardless of the schedule
of interest payments under this Note and such Treasury Security, but in no event
shall the Adjusted Interest Rate be less than seven and one-half percent (7.50%)
nor greater than eight and one-half  percent  (8.50%) per annum. If Lender shall
so elect to adjust to the Interest  Rate,  Lender  shall so notify  Borrower not
later  than  sixty  (60)  days  prior to the  Adjustment  Date.  Borrower  shall
thereupon  have a period of one hundred  eighty  (180) days from the  Adjustment
Date in which Borrower may prepay the Loan in full, without prepayment charge or
other penalty.  If Borrower shall not so prepay the Loan prior to the expiration
of such one hundred  eighty (180) day period,  Borrower  shall be deemed to have
accepted the Adjusted  Interest Rate, and this Note
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shall  continue  in full force and effect in  accordance  with its terms and the
Adjusted Interest Rate.  Notwithstanding  the election of Borrower to prepay the
Loan under this  paragraph  (b), the Adjusted  Interest Rate shall be applicable
until the date of such prepayment.

         3.       Monthly Payment; Final Payment.

         (a) The outstanding  principal  balance and accrued interest under this
Note  shall be repaid in monthly  installments  of  principal  and  interest  of
$23,175.31 (the "Monthly Payments").  The first Monthly Payment shall be due and
payable  on the  first  day of  September,  1994,  and on the  first day of each
succeeding month; provided, however, that on August 1, 1994, Borrower shall make
a payment of the accrued  interest  from the date of closing of the Loan through
and  including  the last day of July,  1994.  If not  sooner  paid,  the  entire
outstanding  principal  balance and all accrued and unpaid  interest  under this
Note shall be due and payable on the Maturity Date.

         (b) If the  Interest  Rate shall be adjusted  pursuant to Section  2(b)
above,  then effective as of the first day of the eleventh (11th) Loan Year, the
Monthly Payment shall be adjusted to an amount  sufficient to fully amortize the
then outstanding principal balance of this Note in equal monthly installments of
principal  and  interest  over a period of sixty  (60)  months  at the  Adjusted
Interest Rate.

          4.  Prepayment.  (a)  Borrower  shall not have the right to prepay any
     principal or interest under this Note for the first three (3) Loan Years of
     the Loan Term.  After the third  (3rd) Loan Year,  Borrower  shall have the
     right to prepay the entire  outstanding  principal  balance of this Note on
     the following terms and conditions:

         (1)      Delivery of sixty (60) days prior written notice to Lender;

         (2)      Payment of all accrued  interest and other charges under this
                  Note and all sums due under all other Loan Documents; and

         (3)      Payment  of a  percentage  of the then  outstanding  principal
                  balance  of this  Note,  as a  prepayment  charge,  during the
                  fourth (4th) Loan Year and thereafter, of two percent (2%).

         (b) Notwithstanding the foregoing, Borrower shall have the right, after
the  third  (3rd)  Loan  Year,  to prepay  up to five  percent  (5%) of the then
outstanding  principal balance of this Note, on a non-cumulative  basis, without
prepayment charge, on the due date of any monthly payment,  upon first complying
with the  provisions  of clauses (1) and (2) of  paragraph  (a) above.  Borrower
shall  further  have the right to prepay the Loan,  including  all  interest and
charges  thereunder,  in full, without prepayment charge, on the last day of the
tenth (10th) Loan Year,  even though  Lender shall not have  exercised its right
under Section 1(b) above,  upon first giving notice to Lender not later than one
hundred eighty (180) days prior to the date of prepayment.

         5. Security.  The  indebtedness  evidenced by this Note is secured by a
Mortgage,  Assignment  of Leases and Rents,  Security  Agreement  and  Financing
Statement  dated  as of the  date  hereof  (the  "Mortgage")  and by a  separate
Assignment of Leases and Rents dated as of the date hereof, given by Borrower to
Lender and  encumbering  certain real property and  improvements  located in the
City of  Overland  Park,  County of  Johnson,  State of Kansas  (the  "Mortgaged
Estate"). This Note, the Mortgage, Assignment of Leases and Rents, Environmental
Indemnity  and any other  instruments  or documents  that evidence or secure the
indebtedness  under  this  Note  are  herein   collectively   called  the  "Loan
Documents",  and the terms of all Loan Documents are incorporated into this Note
by reference.

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         6. Late Charge.  If any payment of interest,  principal or other charge
or cost under this Note or any other Loan  Document  is not made within ten (10)
days of the date such payment is due and payable  (calculated  by including  the
due date), Borrower shall pay to Lender, as liquidated damages by reason of such
delay in payment,  an amount  equal to five  percent (5%) of the total amount of
such  delinquent  payment (a "Late  Charge").  Any such  payment on which a Late
Charge is payable shall not be deemed to be have been paid until the Late Charge
shall have been paid.

         7.  Default  Rate.  If any payment of interest,  principal,  premium or
other  charge or cost  under this Note or any other  Loan  Document  is not made
within ten (10) days of the date such payment is due and payable  (calculated by
including the due date), including payment after acceleration of this Note, such
delinquent  amount shall accrue interest at a rate (the "Default Rate") equal to
the lesser of (i) the  Interest  Rate (as the same may be adjusted  from time to
time) plus five percent (5%) or (ii) the maximum rate allowed by law,  until the
date such payment,  including any applicable Late Charge, shall be paid in full.
Any such payment on which  interest at the Default Rate is payable  shall not be
deemed to have been paid until all  interest  accrued at the Default  Rate shall
have been paid.

         8.  Events  of  Default.  Each of the  following  shall be an "Event of
Default" under this Note: (i) failure to pay when due any principal, interest or
other charge payable under this Note or any other Loan Document  within ten (10)
days of the date such payment is due and payable  (calculated  by including  the
due date);  (ii) failure to perform or observe any other  covenant or obligation
of Borrower under this Note and such default is not completely cured by Borrower
within  thirty  (30) days after  notice  thereof  from  Lender  specifying  such
default;  or (iii) the  occurrence  of an "Event of  Default"  as defined in any
other Loan Document or any other default under any other Loan Document  which is
not cured within the applicable cure period, if any, provided therein.

         9. Remedies. Upon the occurrence of an Event of Default, Lender may, at
its option,  exercise any one or more of the following remedies: (i) declare the
entire  unpaid  principal  balance of this Note,  together  with all accrued and
unpaid  interest  and any  other  charges  or  amounts  payable  under  the Loan
Documents,  to be immediately due and payable,  regardless of the Maturity Date;
(ii) pursue any other rights and  remedies of Lender  under the Loan  Documents,
applicable law, or otherwise; and (iii) offset against any amounts payable under
this Note any debts or obligations of Lender to Borrower, or any amounts held by
Lender on behalf or for the benefit of Borrower.

         10.  Reinvestment Fee. If Lender shall exercise its right under Section
9(i) above to accelerate  the payment of this Note,  then Borrower  shall pay to
Lender,  as a  reinvestment  fee, an amount  equal to ten  percent  (10%) of the
outstanding  principal  balance  of this Note  during  the first  three (3) Loan
Years,  and  thereafter in accordance  with the  prepayment  charge set forth in
Section 4(a) above.

         11. Waiver by Borrower.  Borrower and any guarantor or endorser of this
Note  hereby  waive  diligence,  demand,  presentment  for  payment,  notice  of
nonpayment,  protest, notice of dishonor and notice of protest, and specifically
consent to and waive notice of any renewals, modifications or extensions of this
Note,  whether in favor of Borrower or any other  person or persons,  and hereby
waive any defense by reason of extension of time for payment or other indulgence
granted by Lender.

         12. No Waiver by Lender.  No delay,  failure or forbearance on the part
of Lender in exercising any right,  remedy or privilege under this Note or under
any other Loan Document shall affect such right, remedy or privilege,  nor shall
any single or partial exercise thereof or any abandonment or  discontinuance  of
steps to enforce such a right, remedy or privilege preclude any further exercise
thereof or the exercise of any other rights,  remedies or

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privileges  under any Loan  Document.  The rights,  remedies and  privileges  of
Lender  hereunder are  cumulative  and not exclusive of any rights,  remedies or
privileges   which   Lender  may  have  and  may  be   exercised   and  enforced
alternatively, successively or concurrently, at the sole discretion of Lender.

         13.  Notices.  All  notices,  consents  or  communications  required or
permitted to be given under this Note shall be in writing and shall be deemed to
have been properly  given and received (i) if sent by hand  delivery,  then upon
delivery,  (ii) if sent by overnight courier or United States Express Mail, then
one (1) day after dispatch,  and (iii) if mailed by certified or registered U.S.
mail,  postage  prepaid and return  receipt  requested,  then two (2) days after
deposit in the mail. All such notices and  communications  shall be given (x) to
Lender at its address set forth in this Note, and (y) to Borrower at its address
set forth in this Note,  Attn:  Robert D. Regnier  (with a copy to Buck,  Bohm &
Stein, 4601 College Boulevard,  Suite 200, Leawood,  Kansas  66211-1650),  or at
such other  addresses as either party may designate by notice in accordance with
the terms of this paragraph.

         14. Lender's Costs. Borrower and any guarantor or endorser of this Note
agree to pay all costs, charges and expenses,  including attorneys' fees, to the
extent  permitted by law,  which may be incurred by Lender for the collection of
any sums due under the Loan Documents or enforcing any of Lender's  rights under
the Loan  Documents,  together with interest on such sums from the date incurred
at the Default Rate.

         15. Limited  Liability.  The liability of Borrower for the repayment of
the  indebtedness  evidenced  by this Note and the  performance  of the  Secured
Obligations shall be limited to the security given by Borrower and other parties
for this Note and other  Secured  Obligations.  Notwithstanding  anything to the
contrary contained herein, and notwithstanding any delay by Lender in exercising
any  right,  remedy or  privilege  under any Loan  Document,  Borrower  shall be
personally  liable beyond its interest in the security  granted to Lender to the
extent of: (i) any funds  received by Borrower or any other person or entity for
or on account of Borrower as security deposits under any Leases;  (ii) any Rents
received or held by Borrower  after the occurrence of an Event of Default or any
Rents  received  by Borrower  which are prepaid  more than one month in advance;
(iii) all condemnation  awards and payments and insurance  proceeds  received by
Borrower  that  have not  been  applied  as  required  by the  terms of the Loan
Documents;  (iv)  the cost to  repair  the  Mortgaged  Estate  as a result  of a
casualty  not  reimbursed  by  insurance  to the extent that such  insurance  is
required by the terms of the Loan Documents; (v) any liability,  damage, cost or
expense (including attorneys' fees) incurred by Lender as a result of any fraud,
misrepresentation or bad faith by Borrower or any Guarantor; (vi) any liability,
damage, cost or expense (including attorneys' fees) incurred by Lender under the
terms of the  Environmental  Indemnity;  (vii) any  liability,  damage,  cost or
expense  (including  attorneys' fees) incurred by Lender due to any waste of the
Mortgaged  Estate by  Borrower or  Borrower's  representatives  or tenants;  and
(viii) any failure to pay delinquent Taxes. Nothing contained herein shall limit
or affect Lender's rights under any guaranty or other  collateral  which may now
or hereafter be given in connection with this Note.

         16.      Miscellaneous.

         (a) This Note shall be governed by and construed in accordance with the
laws of the State in which the  Mortgaged  Estate is located.  The terms of this
Note are severable,  and if any provision,  or the application or any provision,
shall be declared  invalid or  unenforceable,  the remaining  provisions and all
other applications of such provisions shall remain in full force and effect, and
shall not be impaired in any way.

         (b) This Note may not be amended or modified except by a written
agreement signed by Borrower and Lender.

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<PAGE>

         (c) In no event shall payments of interest to Lender exceed the maximum
rate or amount  permitted to be charged  under  applicable  law. If Lender shall
receive  any  payment  that is or would be in  excess of the  interest  or other
charge  permitted to be charged  under  applicable  law, the portion of any such
payment  received by Lender in excess of the maximum  interest  permitted by law
shall be credited to the principal balance of the Loan.

         (d) Whenever used herein,  the terms "Borrower" and "Lender" shall also
mean, to the extent applicable, the heirs, successors, legal representatives and
assigns of Borrower and Lender,  and the term "including" shall mean "including,
without  limitation."  Unless otherwise  defined herein,  capitalized terms used
herein shall have the respective meanings as set forth in the Mortgage.

         (e) Time is of the essence of this Note.

         (f) This Note and every covenant and agreement  herein  contained shall
be jointly and severally  binding upon each party or entity  executing this Note
as or on  behalf  of  Borrower  and  its  and  their  heirs,  successors,  legal
representatives  and  assigns,  and shall inure to the benefit of Lender and its
successors and assigns.

                                  BLUE VALLEY BUILDING CORP.,
                                  a Kansas corporation

ATTEST:  [SEAL]                   By:  /s/ Robert D. Regnier
                                       Robert D. Regnier, President

By:      Patricia L. Day
         Secretary

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