<PAGE>   1
                                                                    EXHIBIT 10.1

                                PROMISSORY NOTE

                                LOAN TERMS TABLE

LENDER:   National Realty Funding L.C., a Missouri limited liability company, 
its successors and assigns

LOAN NO.: 5454

LENDER'S ADDRESS: 911 Main Street, Suite #1400, Kansas City, Missouri 64105

LENDER'S FACSIMILE NO.: (816) 221-8848

BORROWER: Captec Franchise Capital Partners L.P. IV, a Delaware limited 
partnership

BORROWER'S ADDRESS: 24 Frank Lloyd Wright Drive, Lobby L, 4th Floor, P.O. Box 
544, Ann Arbor, Michigan 48106-0544

BORROWER'S FACSIMILE NO.: (734) 994-1376

BORROWER'S TAX IDENTIFICATION NUMBER: 38-3304095

PROPERTY: Each real property and the improvements thereon located as described 
on Schedule A attached hereto and incorporated herein by reference 
(collectively referred to as the "PROPERTIES" or individually as a "PROPERTY")

NOTE DATE: December 17, 1998

ORIGINAL PRINCIPAL AMOUNT: $6,375,000.00

MATURITY DATE: January 1, 2009

INTEREST RATE: 8.13 percent (8.13%) per annum

INITIAL INTEREST PAYMENT PER DIEM: $1,439.69

MONTHLY PAYMENT: $53,839.98

MONTHLY INTEREST ONLY PAYMENT DATE: February 1, 1999 and on the first day of 
each successive month thereafter to and including January 1, 2001

MONTHLY PAYMENT DATE: February 1, 2001 and on the first day of each successive 
month thereafter

FINANCIAL STATEMENT REPORTING DEPOSIT: $265.63    

DEFEASANCE LOCK-OUT PERIOD: The period of time commencing on the Note Date and 
expiring on the date (the "DEFEASANCE LOCK-OUT EXPIRATION DATE") which is two 
(2) years and fifteen (15) days after the "startup day" within the meaning of 
Section 860G(a)(9) of the Internal Revenue Code of 1986, as amended (together 
with any successor statute and the related Treasury Department Regulations 
including temporary regulations, the "CODE") of any "real estate mortgage 
investment conduit" within the meaning of Section 860D of the Code ("REMIC") 
that holds this Note

PREPAYMENT CONSIDERATION: During the Defeasance Lock-Out Period, the greater 
of: (a) 5% of the Outstanding Principal Balance (hereinafter defined) of the 
Note which is being prepaid, or (b) the Yield Maintenance Amount (hereinafter 
defined)



     1.  LOAN AMOUNT AND RATE. FOR VALUE RECEIVED, Borrower promises to pay to 
the order of Lender, the Original Principal Amount (or so much thereof as is 
outstanding from time to time, which is referred to herein as the "OUTSTANDING 
PRINCIPAL BALANCE"), with interest on the unpaid Outstanding Principal Balance 
from the date of disbursement of the Loan (as hereinafter defined) proceeds of 
this Promissory Note ("NOTE") at the Interest Rate. Interest shall be 
calculated on the basis of a three hundred sixty (360) day year composed of 
twelve (12) months of thirty (30) days each except that interest due and 
payable for a period less than a full 


<PAGE>   2
month shall be calculated by multiplying the actual number of days elapsed in 
such period by a daily rate based on a 360 day year. The loan evidenced by this 
Note will sometimes hereinafter be called the "LOAN". The above Loan Terms 
Table (hereinafter referred to as the "TABLE") is a part of the Note and all 
terms used in this Note that are defined in the Table shall have the meanings 
set forth therein.

     2.   PRINCIPAL AND INTEREST PAYMENTS. Payments of principal and interest 
shall be made as follows:

          (a)  An interest payment on the date of disbursement in an amount 
calculated by multiplying the Initial Interest Payment Per Diem by the number 
of days from (and including) the date of the disbursement of the Loan proceeds 
through the last day of the calendar month in which the disbursement was made; 
and

          (b)  Interest only at the Interest Rate shall be payable in arrears 
on the Outstanding Principal Balance on the Monthly Interest Only Payment Date 
through and including January 1, 2001; and

          (c)  A Monthly Payment on each Monthly Payment Date until the 
Maturity Date, each of such payments to be applied: (i) to the payment of 
interest computed at the Interest Rate; and (ii) the balance applied toward the 
reduction of the principal balance of the Loan; and

          (d)  If not sooner paid, the balance of the principal amount of the 
Loan, all unpaid interest thereon, and all other amounts owed to Lender 
pursuant to this Note or any other Loan Document (as hereinafter defined) or 
otherwise in connection with the Loan or the security for the Loan shall be due 
and payable on the Maturity Date.

     3.   SECURITY FOR THE NOTE. This Note is secured by first deeds of trust, 
mortgages, or deeds to secure debt (which are herein collectively referred to 
as the "SECURITY INSTRUMENTS" or individually as a "SECURITY INSTRUMENT") 
encumbering each Property. This Note, the Security Instruments, and all other 
documents and instruments evidencing and/or securing this Note whether now or 
hereafter executed by Borrower or others in connection with or related to the 
Loan, including any assignments of leases and rents, other assignments, 
security agreements, financing statements, guaranties, indemnity agreements 
(including environmental indemnity agreements), letters of credit, or 
completion/repair, debt service, tenant finish/leasing commissions, earn-out or 
other escrow/holdback or similar agreements or arrangements, together with all 
amendments, modifications, substitutions or replacements thereof, are sometimes 
herein collectively referred to as the "LOAN DOCUMENTS" or individually as a 
"LOAN DOCUMENT". All amounts that are now or in the future become due and 
payable under this Note, the Security Instruments, or any other Loan Document, 
including any Prepayment Consideration (as hereinafter defined) and all 
applicable expenses, costs, charges, and fees will be referred to herein as the 
"DEBT." The remedies of Lender as provided in this Note, any other Loan 
Document, or under applicable law shall be cumulative and concurrent, may be 
pursued singularly, successively, or together at the sole discretion of Lender, 
and may be exercised as often as an occasion shall occur. The failure to 
exercise any right or remedy shall not be 

                                       2
<PAGE>   3
construed as a waiver or release of the right or remedy respecting the same or 
any subsequent default.

     4.   FINANCIAL STATEMENT REPORTING DEPOSIT; REBATE OF DEPOSIT.   In 
addition to and concurrently with each interest only payment and with each 
Monthly Payment, Borrower shall also pay to Lender a constant monthly amount 
equal to the Financial Statement Reporting Deposit. On the first day of the 
fourteenth (14th) month following the date of the initial disbursement of funds 
under this Note (the "DISBURSEMENT DATE"), and on an annual basis thereafter 
during the term of this Note, Lender shall remit to Borrower a portion of the 
Financial Statement Reporting Deposit then held by Lender in an amount equal to 
the aggregate amount of the Financial Statement Reporting Deposit actually 
received by Lender during the twelve (12) month period ending upon the 
immediately prior annual anniversary of the Disbursement Date (the "ANNUAL 
COMPLIANCE PERIOD") provided that no Event of Default (as hereinafter defined), 
including any failure by Borrower to strictly comply with the financial 
reporting requirements set forth in the Security Instruments, is currently 
existing or has occurred in the Annual Compliance Period.

     5.   PAYMENTS. All amounts payable hereunder shall be payable in lawful 
money of the United States of America to Lender at Lender's Address or such 
other place as the holder hereof may designate in writing. Each payment made 
hereunder shall be made in immediately available funds and must state the 
Borrower's Loan Number. If any payment of principal or interest on this Note is 
due on a day other than a Business Day (as hereinafter defined), such payment 
shall be made on the next succeeding Business Day, and such extension of time 
shall be included in computing interest in connection with such payment. Any 
payment on this Note received after 2:00 o'clock p.m. (CST or other applicable 
current time in Kansas City, Missouri) shall be deemed to have been made on the 
next succeeding Business Day. All amounts due under this Note shall be payable 
without set off, counterclaim, or any other deduction whatsoever. All payments 
from Borrower to Lender following the occurrence and during the continuance of 
an Event of Default shall be applied in such order and manner as Lender elects 
in its sole discretion in reduction of costs, expenses, charges, disbursements 
and fees payable by Borrower hereunder or under any other Loan Document, in 
reduction of interest due on unpaid principal, or in reduction of principal. 
Lender may, without notice to Borrower or any other person, accept one or more 
partial payments of any sums due or past due hereunder from time to time while 
an uncured Event of Default exists hereunder, after Lender accelerates the 
indebtedness evidenced hereby, and/or after Lender commences enforcement of its 
remedies under any Loan Document or applicable law, without thereby waiving any 
Event of Default, rescinding any acceleration, or waiving, delaying, or 
forebearing in the pursuit of any remedies under the Loan Documents. Lender may 
endorse and deposit any check or other instrument tendered in connection with 
such a partial payment without thereby giving effect to or being bound by any 
language purporting to make acceptance of such instrument an accord and 
satisfaction of the indebtedness evidenced hereby. As used herein, the term 
"BUSINESS DAY" shall mean a day upon which commercial banks are not authorized 
or required by law to close in Kansas City, Missouri.

     6.   LATE CHARGE.   If any sum payable under this Note or any other Loan 
Document is not received by Lender by close of business on the fifth (5th) day 
after the date on which it was 

                                       3
<PAGE>   4

due, Borrower shall pay to Lender an amount (the "LATE CHARGE") equal to the 
lesser of (a) five percent (5%) of the full amount of such sum or (b) the 
maximum amount permitted by applicable law in order to help defray the expenses 
incurred by Lender in handling and processing such delinquent payment and to 
compensate Lender for the loss of the use of such delinquent payment. Any such 
Late Charge shall be secured by the Security Instruments and other Loan 
Documents. The collection of any Late Charge shall be in addition to, and shall 
not constitute a waiver of or limitation of, a default or Event of Default 
hereunder or a waiver of or limitation of any other rights or remedies that 
Lender may be entitled to under any Loan Document or applicable law.

     7.   DEFAULT RATE. Upon the occurrence and during the continuance of an
Event of Default (including the failure of Borrower to make full payment on the
Maturity Date), Lender shall be entitled to receive and Borrower shall pay
interest on the Outstanding Principal Balance at the rate of four percent (4%)
per annum above the Interest Rate ("DEFAULT RATE") but in no event greater than
the maximum rate permitted by applicable law. Interest shall accrue and be
payable at the Default Rate from the occurrence of an Event of Default until all
Events of Default have been fully cured. Such accrued interest, if not paid on
demand, shall be added to the Outstanding Principal Balance, and interest shall
accrue on such accrued interest at the Default Rate until fully paid. Such
accrued interest shall be secured by the Security Instruments and other Loan
Documents. Borrower agrees that Lender's right to collect interest at the
Default Rate is given for the purpose of compensating Lender at reasonable
amounts for Lender's added costs and expenses that occur as a result of
Borrower's default and that are difficult to predict in amount, such as
increased general overhead, concentration of management resources on problem
loans, and increased cost of funds. Lender and Borrower agree that Lender's
collection of interest at the Default Rate is not a fine or penalty, but is
intended to be and shall be deemed to be reasonable compensation to Lender for
increased costs and expenses that Lender will incur if there occurs an Event of
Default hereunder. Collection of interest at the Default Rate shall not be
construed as an agreement or privilege to extend the Maturity Date or to limit
or impair any rights and remedies of Lender under any Loan Documents. If
judgment is entered on this Note, interest shall continue to accrue
post-judgment at the greater of (a) the Default Rate or (b) the applicable
statutory judgment rate.

     8.   COLLECTION EXPENSES. Borrower shall pay on demand, in addition to the 
principal and interest due, all reasonable expenses of protecting the security 
for this Note and all expenses of enforcement and collection, including costs 
for title insurance searches and endorsements, retention of collection agents, 
court costs and litigation expenses in connection with any proceedings of any 
nature, including appellate and bankruptcy proceedings, and all reasonable 
attorneys' fees and expenses, whether incurred as part of or separately from 
any formal legal proceedings.

     9.   PREPAYMENT; DEFEASANCE.

          (a) PREPAYMENT.



                                      4
<PAGE>   5
     (i) RESTRICTIONS. Voluntary prepayment of this Note is prohibited except
during the last ninety (90) days of the term when prepayment may be made in
whole, but not in part, without payment of any premium or penalty, on any
Monthly Payment Date. However, if (a) the tenant of any Property (each a
"TENANT") shall validly exercise its purchase option to acquire such Property in
accordance with the terms of its lease (each a "PURCHASE OPTION") at any time
prior to the Defeasance Lock-out Expiration Date, (b) Borrower complies in all
respects with the applicable provisions of this Section 9(a), and (c) as of the
Prepayment Date (as hereinafter defined), no Event of Default exists and no
event exists that, with the passage of time, giving of notice, or modification
or termination of the automatic stay of Section 362 of the Bankruptcy Code, may
become an Event of Default ("DEFAULT"), Borrower shall be permitted and is
hereby obligated to prepay the Loan in part but not in whole. Each such
prepayment shall be deemed a "PURCHASE OPTION PREPAYMENT", and the entire amount
payable by Tenant under such lease to exercise its Purchase Option (the
"PURCHASE PRICE") shall be paid directly to Lender for application by Lender as
hereinafter provided. Notwithstanding anything to the contrary contained herein,
Borrower shall use best efforts to cause such Purchase Option Prepayments to
occur during the first twenty (20) calendar days of any month during the term of
this Note.

     (ii) NOTICE. Borrower shall give written notice to Lender specifying the
date on which a Purchase Option Prepayment shall be made (the "PREPAYMENT
DATE"). Borrower shall cause Lender to receive this notice not more than sixty
(60) days and not less than (30) days prior to the Prepayment Date. If the
Purchase Option is exercised, the amount of the Purchase Option Prepayment
shall be due and payable on the Prepayment Date, unless (a) an event shall occur
outside of Borrower's control that prevents the Purchase Option Prepayment, or
(b) Borrower has elected not to consummate the transaction which would result in
the Purchase Option Prepayment. If such an event shall occur, the Note, Security
Instruments and Loan Documents shall continue in full force and effect as if the
notice of prepayment had not been given.

     (iii) PREPAYMENT CONSIDERATION. The entire Purchase Price shall be used to
make the Purchase Option Prepayment and pay the Prepayment Consideration
attributable thereto. Borrower acknowledges that the amount to be allocated as
between the Prepayment Consideration and the Purchase Option Prepayment cannot
be determined until on or about the Prepayment Date. Lender shall determine in
its sole discretion the amount of the Purchase Option Prepayment to be applied
to the Outstanding Principal Balance and the amount to be applied to the
Prepayment Consideration, which shall be computed in accordance with the Table
and Section 9(a)(iv) hereof. Borrower acknowledges that the Prepayment
Consideration is a bargained for consideration and not a penalty, and Borrower
recognizes that Lender will incur substantial additional costs and expenses in
the event of a Purchase Option Prepayment and that the Prepayment Consideration
compensates Lender for such costs and expenses and the loss of Lender's
investment opportunity for the principal amount being prepaid during the period
from the Prepayment Date until the Maturity Date. Borrower agrees that Lander
shall not, as a condition to receiving any Prepayment Consideration, be
obligated to actually reinvest the amount prepaid in any treasury obligation or
in any other manner whatsoever.

                                     5

<PAGE>   6
     (iv)  YIELD MAINTENANCE AMOUNT. The "YIELD MAINTENANCE AMOUNT" (as the term
is used in the Table and elsewhere in this Note) shall mean the excess of: (A) 
the present value, as of the Prepayment Date, of each of the then remaining 
scheduled payments of principal and interest payable under this Note from the 
Prepayment Date through the Maturity Date (including any balloon payment) 
determined by: (1) subtracting from each then remaining scheduled payment of 
principal and interest the amount of principal and interest that is still 
scheduled to be paid on the due date thereof following the Purchase Option 
Prepayment; and (2) discounting such payments (using simple discounting) at the 
Discount Rate (hereinafter defined); over (B) the amount of principal being 
prepaid. The term "DISCOUNT RATE" shall mean the rate that, when compounded 
monthly, is equivalent to the Treasury Rate (hereinafter defined) when 
compounded semi-annually. The term "TREASURY RATE" shall mean the yield 
calculated by the linear interpolation of the yields, as reported in Federal 
Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. 
Government Securities/Treasury Constant Maturities for the week ending prior to 
the Prepayment Date, of U.S. Treasury constant maturities with maturity dates 
(one longer and one shorter) most nearly approximating the Maturity Date. (If 
Release H.15 is no longer published, Lender shall select a comparable 
publication to determine the Treasury Rate.)

     (v)  Borrower shall provider to Lender on or before the Prepayment Date:

          (a)  an opinion satisfactory to Lender in its sole discretion of a
     qualified valuation expert satisfactory to Lender in its sole discretion,
     stating, among other things but without substantive qualification, that
     (1) the loan-to-value ratio of the Loan and all of the collateral for the
     Loan under the Loan Documents will not in such expert's opinion change
     significantly as a result of the Purchase Option Prepayment and partial
     release and any other transactions that occur pursuant to the provisions of
     this Section 9(a); and (2) immediately after the occurrence of such
     transaction the fair market value of the collateral that secures the Loan
     will be at least equal to eighty percent (80%) of the amount of the Loan;
     and

          (b)  an opinion of counsel for Borrower satisfactory to Lender in its
      sole discretion, delivered to Lender by counsel satisfactory to Lender in
      its sole discretion, stating, among other things but without substantive
      qualification, that (1) neither the Purchase Option Prepayment nor any
      other transaction that occurs pursuant to the provisions of this Section
      9(a) has caused or will cause the Loan (including for this purpose the
      Loan Documents) to cease to be a "qualified mortgage" within the meaning
      of Section 860G of the Code, either under the provisions of Treasury
      Regulation Sections 1.860G-2(a)8) or 1.860G-2(b) (as such regulations may
      be amended or superseded from time to time) or under any other provision
      of the Code or otherwise, and (2) each of any REMIC or any other entity
      that holds this Note will not cease to be qualified as a REMIC or as such
      other type of entity as a result of the Purchase Option Prepayment and/or
      any other transaction that occurs pursuant to the provisions of this
      Section 9(a).

                                       6
<PAGE>   7
          (vi) Borrower shall pay all costs and expenses including reasonable
     attorneys' fees incurred by Lender or its servicers or other agent(s) in
     connection with any Purchase Option Prepayment and related transactions,
     including review of the foregoing opinions and any court costs and
     litigation expenses incurred in connection with any attempted revocation or
     nullification of the exercise of any Purchase Option by a Tenant.

          (vii) It shall be an event of default under this Note (a "PURCHASE
     OPTION PREPAYMENT DEFAULT") if (a) Borrower fails to strictly comply with
     all of the requirements of the preceding clauses (i) through (vi) of this
     Section 9(a) on or before the Prepayment Date, (b) the disposition of a
     Property pursuant to the exercise of any Purchase Option is consummated
     (whether in accordance with the terms of the lease, by order of any court
     or otherwise), and (c) Lender receives or is required to receive the
     Purchase Price. If a Purchase Option Prepayment Default shall occur, Lender
     may declare the entire Debt, including the principal balance of the Loan
     (deducting therefrom the amount of the Purchase Price actually received by
     Lender, which shall be applied to the Outstanding Principal Balance), all
     accrued interest, and all costs, expenses, charges and fees payable under
     any Loan Document, together with any applicable Default Prepayment
     Consideration (which shall be calculated on the entire Outstanding
     Principal Balance without deduction for the amount of the Purchase Price),
     immediately due and payable.

          (b) DEFEASANCE.

          (i) FULL DEFEASANCE. Provided that as of the Release Date (as
     hereinafter defined) the Debt has not been accelerated, no Default or Event
     of Default exists, Borrower may cause the release of the Properties from
     the liens of the Security Instruments and the other Loan Documents (a "FULL
     DEFEASANCE") on any Monthly Payment Date following the Defeasance Lock-out
     Expiration Date upon Borrower's satisfaction of the following conditions:

               (A) Borrower shall provide Lender not less than thirty (30) days
          prior written notice specifying a Monthly Payment Date (such Date, or
          any extended date upon which Borrower and Lender may mutually agree is
          referred to herein as the "RELEASE DATE") on which the Full Defeasance
          transaction is to be consummated;

               (B) On the Release Date Borrower shall pay in full all accrued
          and unpaid interest and all other sums due under this Note and under
          the other Loan Documents up to the Release Date, including all costs
          and expenses including attorneys' fees incurred by Lender or its
          servicers or other agent(s) or to or on behalf of any rating agencies
          in connection with such release and related transactions (including
          the review of the proposed Defeasance Collateral and the preparation
          of the Defeasance Security Agreement (as hereinafter defined) and
          related documentation) together with a defeasance processing fee in an
          amount equal to one-half of one percent (0.5%) of the then Outstanding
          Principal Balance but in no event less than (A) $10,000 or greater
          than (B) $20,000; and 


                                      7
<PAGE>   8
          (C)  Borrower shall deliver the following, all of which must be 
satisfactory to Lender in its sole discretion, at or prior to the release of 
the Properties and substitution of the Defeasance Collateral:
     
               (1)  Direct, non-callable and non-redeemable securities
     evidencing an obligation to pay principal and interest in a full and timely
     manner that are direct obligations of the United States of America for the
     payment of which its full faith and credit is pledged ("GOVERNMENT
     SECURITIES") in amounts sufficient to pay all scheduled principal and
     interest payments required under this Note (the "DEFEASANCE COLLATERAL"),
     which securities provide for payments prior, but as close as possible, to
     the Business Day prior to each successive Monthly Payment Date occurring
     after the Release Date, with each such payment being equal to or greater
     than the amount of the corresponding Monthly Payment required to be made
     hereunder for the balance of the term hereof plus the amount required to be
     paid on the Maturity Date (the "SCHEDULED DEFEASANCE PAYMENTS"), each of
     which shall be duly endorsed by the holder thereof as directed by Lender or
     accompanied by a written instrument of transfer in form and substance
     satisfactory to Lender in its sole discretion (including such instruments
     as may be required by the depository institution or other entity holding
     such securities or the issuer thereof, as the case may be, to effectuate
     book-entry transfers and pledges through the book-entry facilities of such
     institution) in order to perfect upon the delivery of the Defeasance
     Security Agreement (as hereinafter defined) a valid, first priority lien
     and security interest therein in favor of Lender in conformity with all
     applicable state and federal laws governing granting of such security
     interest;

               (2)  any and all agreements, certificates, opinions, documents or
     instruments required by Lender in its sole discretion in connection with
     the Full Defeasance including (a) a pledge and security agreement, in form
     and substance satisfactory to Lender in its sole discretion, creating a
     first priority security interest in favor of Lender in the Defeasance
     Collateral (the "DEFEASANCE SECURITY AGREEMENT"), and (b) any and all
     agreements, certificates, opinions, documents, or instruments required by
     Lender in its sole discretion that affect or relate in any way to the
     maintenance by any REMIC that holds this Note of its qualification and
     status for tax purposes as a REMIC (collectively "REMIC QUALIFICATION
     DOCUMENTS");

               (3)  a certificate of Borrower certifying that (a) all of the
     requirements set forth in this Section 9(b) have been satisfied, (b) the
     transactions that are being carried out pursuant to this Section 9(b)
     (including specifically the release of the lien of the Security Instrument)
     are being effected to facilitate the disposition of the Property or any
     other customary commercial transaction and not as part of an arrangement to
     collateralize a REMIC offering with obligations that are not real estate
     mortgages, and (c) the amounts of the Defeasance Collateral comply with all
     the requirements of this Section including the requirement that 

                                       8

<PAGE>   9

     the Defeasance Collateral shall generate monthly amounts equal to or 
     greater than the Scheduled Defeasance Payments;

          (4) an opinion of counsel for Borrower satisfactory to Lender in its 
     sole discretion, delivered to Lender by counsel satisfactory to Lender in 
     its sole discretion, stating, among other things but without substantive 
     qualification, that (a) Lender has a valid, duly perfected, first priority 
     security interest in the Defeasance Collateral and that the Defeasance 
     Security Agreement is enforceable against Borrower in accordance with its 
     terms, (b) neither the Full Defeasance nor any other transaction that 
     occurs pursuant to the provisions of this Section 9(b) has caused or will 
     cause the Loan (including for this purpose the Loan Documents) to cease to 
     be a "qualified mortgage" within the meaning of Section 860G of the Code, 
     either under the provisions of Treasury Regulation Sections 1.860G-2(a)(8) 
     or 1.860G-2(b) (as such regulations may be amended or superseded from time 
     to time) or under any other provision of the Code or otherwise, and (c) 
     each of any REMIC or any other entity that holds this Note will not cease 
     to be qualified as a REMIC or as such other type of entity as a result of 
     the Full Defeasance and/or any other transaction that occurs pursuant to 
     the provisions of this Section 9(b);

          (5)  a certificate and opinion delivered by an independent certified 
     public accounting firm acceptable to Lender in its sole discretion (a) 
     certifying that the amounts of the Defeasance Collateral comply with all 
     the requirements of this Section including the requirement that the 
     Defeasance Collateral shall generate monthly amounts equal to or greater 
     than the Scheduled Defeasance Payments; (b) setting forth the change in 
     the yield of the Loan that results from the Full Defeasance and any other 
     transactions that occur pursuant to the provisions of this Section 9(b), 
     including supporting computations which shall be made in a manner that is 
     consistent with the provisions of Treasury Regulation Sections 
     1.1001-3(e)(1) and (2), and (c) opining that such change has not 
     constituted or caused and will not constitute or cause a significant 
     modification of the Loan (including for this purpose the Loan Documents) 
     under such provisions of the regulations;

          (6)  written confirmation from the rating agencies that have rated 
     any of the securities issued by any REMIC that holds this Note to the 
     effect that the Full Defeasance will not result in a downgrading, 
     withdrawal or qualification of the respective ratings in effect 
     immediately prior to such Full Defeasance for any rated securities then 
     outstanding, and if required by any rating agency or Lender, a 
     non-consolidation opinion with respect to the Defeasance Obligor (as 
     hereinafter defined) in form and substance satisfactory to Lender and such 
     rating agency; and

          (7)  Borrower shall (unless otherwise agreed to in writing by Lender 
     in its sole discretion), at Borrower's sole expense, assign all of its


                                      9
<PAGE>   10
     obligations under this Note, together with the Defeasance Collateral, to a
     successor entity ("DEFEASANCE OBLIGOR") designated by Borrower and approved
     by Lender in its sole discretion that is a single purpose, bankruptcy
     remote entity as determined by Lender in its sole discretion. The
     Defeasance Obligor shall execute an assumption agreement pursuant to which
     it shall assume Borrower's obligations under this Note, the Loan Documents,
     and the Defeasance Security Agreement. As conditions to such assignment and
     assumption, Borrower shall (a) deliver to Lender an opinion of counsel
     satisfactory to Lender in its sole discretion, delivered to Lender by
     counsel satisfactory to Lender in its sole discretion, stating, among other
     things, that such assumption agreement has been duly authorized and is
     enforceable against Borrower and the Defeasance Obligor in accordance with
     its terms, that the Note, the Defeasance Security Agreement and the other
     Loan Documents, as so assumed, have been duly authorized and are
     enforceable against the Defeasance Obligor in accordance with their
     respective terms, and that the delivery of the Defeasance Collateral to the
     Defeasance Obligor does not constitute a fraudulent transfer, preferential
     payment, or other voidable transfer under applicable bankruptcy law,
     subject only to such reasonable and customary conditions, limitations,
     exceptions and assumptions as are reasonably satisfactory to Lender, and
     (b) pay all costs and expenses including attorneys' fees incurred by Lender
     or its servicer or other agent(s) in connection with such assignment and
     assumption (including the review of the proposed transferee and the
     preparation of the assumption agreement and related documentation). Upon
     such assumption, Borrower shall be relieved of its obligations under this
     Note, the Defeasance Security Agreement and the other Loan Documents, other
     than those obligations which are specifically intended to survive the
     payment of this Note and the termination, satisfaction or assignment of
     this Note, the Defeasance Security Agreement or the other Loan Documents or
     the exercise of Lender's rights and remedies under any of such documents
     and instruments. 

          (D)  Upon compliance with the requirements of this Section, Lender
shall release the Properties from the liens of the Security Instruments and the
other Loan Documents, and the Defeasance Collateral shall constitute collateral
which shall secure this Note and all other obligations under the Loan Documents.
Lender will, at Borrower's expense, execute and deliver any agreements
reasonably requested by Borrower to release the liens of the Security
Instruments from the Properties. Borrower, pursuant to the Defeasance Security
Agreement, shall authorize and direct that the payments received from Defeasance
Collateral be made directly to Lender and applied to satisfy the obligations of
Borrower under this Note. 

          (E)  Upon the release of the Properties in accordance with this
Section 9(b), Borrower shall have no further right to prepay this Note. Borrower
shall pay any revenue, documentary stamp or intangible taxes or any other tax or
charge due in connection with the transfer of this Note or otherwise required to
accomplish the agreements of this Section. 


                                       10
<PAGE>   11
          (F) If any notice of Full Defeasance is given pursuant to Section
     9(b)(i)(A), Borrower shall be required to defease the Loan on the Release
     Date (unless such notice is revoked by Borrower prior to the Release Date
     in which event Borrower shall immediately reimburse Lender for any and all
     reasonable costs and expenses incurred by Lender in connection with
     Borrower's giving of such notice and revocation).

          (G) At Borrower's request, Lender may agree in its sole discretion
     that Lender or its servicer or other agent, acting on Borrower's behalf as
     Borrower's agent and attorney-in-fact, shall purchase the Defeasance
     Collateral that Borrower is required to deliver to Lender pursuant to
     Section 9(b)(i)(C)(1). If such an agreement is made then Borrower shall
     deposit with Lender or Lender's servicer or other agent, as directed by
     Lender or Lender's agent(s), on or prior to the Release Date a sum of money
     sufficient to purchase the Defeasance Collateral. By making such deposit
     Borrower shall thereby appoint Lender or Lender's servicer or other agent
     as Borrower's agent and attorney-in-fact, with full power of substitution,
     for the purpose of purchasing the Defeasance Collateral with the funds so
     provided and delivering the Defeasance Collateral to Lender pursuant to
     Section 9(b)(i)(C)(1).

          (H) Notwithstanding any release of the Security Instrument or any Full
     Defeasance hereunder, the Defeasance Obligor shall, and hereby agrees to
     be, bound by and obligated under Sections 3.1 (Payment of Debt), 7.2
     (Further Acts Etc.), 7.4(a) (Estoppel Certificates), 11.2 (Application of
     Proceeds), 11.7 (Other Rights Etc.) and 14.2 (Marshalling and Other
     Matters) and Article 13 (Indemnification) of the Security Instrument;
     provided, however, that all references therein to "Property" or "Personal
     Property" shall be deemed to refer only to the Defeasance Collateral
     delivered to Lender.

     (ii) PARTIAL DEFEASANCE. If any Tenant shall have validly exercised its
Purchase Option to acquire a Property after the Defeasance Lock-out Expiration
Date, Borrower may cause the release of such Property from the lien of the
security Instrument encumbering such Property and the other Loan Documents and
substitute collateral as provided herein (a "PARTIAL DEFEASANCE") on any
Monthly Payment Date following the Defeasance Lock-Out Expiration Date provided
that, as of the Release Date, the Debt has not been accelerated, no Default or
Event of Default exists, and upon satisfaction of the following conditions:

          (A) Immediately available funds shall have been wired to Lender's
     servicing agent or other designee (the "SERVICER") or, if there is no
     Servicer, Lender or Lender's designee (Servicer, Lender, or Lender's
     designee being herein sometimes referred to for this purpose as the
     "DEFEASANCE AGENT") in an amount (the "PROCEEDS") equal to the greater of
     (1) the Purchase Price of such Property, net of closing costs, or (2) the
     net present value as determined by the Defeasance Agent in its sole
     discretion, using the weighted average yield of the Government Securities
     purchased pursuant to Section 9(b)(ii))B) as the discount rate to compute
     such value, of the partial defeasance principal amount set forth on
     Schedule B attached hereto attributable to the Property that is the

                                   11
<PAGE>   12
subject of the Purchase Option (the "PARTIAL DEFEASANCE PRINCIPAL AMOUNT") 
together with interest thereon at the Interest Rate from the Release Date to 
the Maturity Date;

     (B)  Borrower hereby appoints Defeasance Agent as Borrower's agent and 
attorney-in-fact to utilize all Proceeds (or as much of the Proceeds as is 
possible) to purchase Government Securities, which securities provide for 
payments ("PARTIAL SCHEDULED DEFEASANCE PAYMENTS") that replicate as closely as 
possible (ie. are made in the same proportions as) the scheduled payments due 
under this Note for the balance of the term hereof including the amount 
(adjusted to reflect any Purchase Option Prepayments received by Lender prior 
to the Defeasance Lock-Out Expiration Date) required to be paid on the 
Maturity Date, all as determined by the Defeasance Agent in its sole discretion 
(all such Government Securities are hereinafter referred to as the "PARTIAL 
DEFEASANCE COLLATERAL"). If the Defeasance Agent determines in its sole 
discretion that all Proceeds cannot be used to purchase Partial Defeasance 
Collateral, then such excess Proceeds shall be delivered to Borrower. Each 
Government Security included in the Partial Defeasance Collateral shall be duly 
endorsed by the holder thereof as directed by Lender or accompanied by a 
written instrument of transfer in form and substance satisfactory to Lender in 
its sole discretion (including such instruments as may be required by the 
depository institution or other entity holding such securities or the issuer 
thereof, as the case may be, to effectuate book-entry transfers and pledges 
through the book-entry facilities of such institution) in order to perfect upon 
the delivery of the Defeasance Security Agreement a valid, first priority lien 
and security interest therein in favor of Lender in conformity with all 
applicable state and federal laws governing granting of such security interest.

     (C)  Borrower shall have provided Lender with not less than thirty (30) 
days prior written notice specifying the Release Date on which the Partial 
Defeasance transaction is to be consummated;

     (D)  On the Release Date, Borrower shall have paid in full all accrued and 
unpaid interest and all other sums due under this Note and under the other Loan 
Documents up to the Release Date, including all costs and expenses including 
reasonable attorneys' fees incurred by Lender or the Defeasance Agent or to or 
on behalf of any rating agencies in connection with such release and related 
transactions (including the review of the proposed Partial Defeasance 
Collateral and the preparation of the Defeasance Security Agreement and related 
documentation) together with a defeasance processing fee in an amount equal to 
one-half of one percent (0.5%) of the portion of the Outstanding Principal 
Balance being defeased, but in no event less than (A) $10,000 or greater than 
(B) $20,000; and

     (E)  Defeasance Agent shall have obtained, as Borrower's agent and on 
Borrower's behalf at Borrower's sole cost and expense, the following, all of 
which must be satisfactory to Lender in its sole discretion, at or prior to the 
release of any Property and substitution of the Partial Defeasance Collateral:

                                       12
<PAGE>   13

          (1)  any and all agreements, certificates, opinions or documents 
     required by Lender in its sole discretion in connection with the Partial 
     Defeasance including a Defeasance Security Agreement and any REMIC 
     Qualification Documents;

          (2)  a certificate certifying that (a) all of the requirements set 
     forth in this Section 9(b)(ii) have been satisfied, (b) the transactions 
     that are being carried out pursuant to this Section 9(b)(ii) (including 
     specifically the release of the lien of any Security Instrument) are being 
     effected to facilitate the disposition of one or more of the Properties or 
     any other customary commercial transaction and not as part of an 
     arrangement to collateralize a REMIC offering with obligations that are 
     not real estate mortgages, and (c) the amounts of the Partial Defeasance 
     Collateral comply with all the requirements of this section including, the 
     requirement that the Partial Defeasance Collateral shall generate monthly 
     amounts equal to or greater than the Partial Scheduled Defeasance Payments 
     required to be paid under this Note through the Maturity Date;

          (3)  an opinion of counsel for Borrower satisfactory to Lender in its
     sole discretion, delivered to Lender by counsel satisfactory to Lender in
     its sole discretion, stating, among other things but without substantive
     qualification, that (a) Lender has a valid, duly perfected, first priority
     security interest in the Partial Defeasance Collateral and that the
     Defeasance Security Agreement is enforceable against Borrower in accordance
     with its terms, (b) neither the Partial Defeasance nor any other
     transaction that occurs pursuant to the provisions of this Section 9(b)(ii)
     has caused or will cause the Loan (including for this purpose the Loan
     Documents) to cease to be a "qualified mortgage" within the meaning of
     Section 860G of the Code, either under the provisions of Treasury
     Regulation Sections 1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may
     be amended or superseded from time to time) or under any other provision of
     the Code or otherwise, and (c) each of any REMIC or any other entity that
     holds this Note will not cease to be qualified as a REMIC or as such other
     type of entity as a result of the Partial Defeasance and/or any other
     transaction that occurs pursuant to the provisions of this Section
     9(b)(ii);

          (4)  a certificate and opinion delivered by an independent certified 
     public accounting firm acceptable to Lender in its sole discretion (a) 
     certifying that the amounts of the Partial Defeasance Collateral comply 
     with all the requirements of this Section including the requirement that 
     the Partial Defeasance Collateral shall generate monthly amounts equal to 
     or greater than the Partial Scheduled Defeasance Payments; and (b) setting 
     forth the change in the yield of the Loan that results from any Partial 
     Defeasance and any other transactions that occur pursuant to the 
     provisions of this Section 9(b)(ii), including supporting computations 
     which shall be made in a manner that is consistent with the provisions of 
     Treasury Regulation Sections 1.1001-3(e)(1) and (2), and opining that such 
     change has not constituted or caused and will not constitute or cause a 

                                       13


<PAGE>   14
     significant modification of the Loan (including for this purpose the Loan
     Documents) under such provisions of the regulations; 

          (5)  written confirmation from the rating agencies that have rated any
     of the securities issued by any REMIC that holds this Note to the effect
     that no Partial Defeasance will result in a downgrading, withdrawal or
     qualification of the respective ratings in effect immediately prior to such
     Partial Defeasance for any rated securities then outstanding, and if
     required by any rating agency or Lender, a non-consolidation opinion with
     respect to the Defeasance Obligor in form and substance satisfactory to
     Lender and such rating agency; and 

          (6)  Defeasance Agent, as Borrower's agent and attorney-in-fact, shall
     cause Borrower, at Borrower's sole expense, to assign an undivided interest
     in the Note equal to the percentage obtained by dividing the Partial
     Defeasance Principal Amount by the original principal amount of the Loan
     (the "PARTIAL DEFEASANCE PORTION") together with the Partial Defeasance
     Collateral, to the Defeasance Obligor. The Defeasance Obligor shall execute
     an assumption agreement pursuant to which it shall assume Borrower's
     obligations under this Note with respect to the Partial Defeasance Portion
     and the Defeasance Security Agreement. As conditions to such assignment and
     assumption, Defeasance Agent shall obtain for Lender, at Borrower's sole
     expense and on Borrower's behalf, an opinion of counsel satisfactory to
     Lender in its sole discretion delivered by counsel satisfactory to Lender
     in its sole discretion stating, among other things, that such assumption
     agreement has been duly authorized and is enforceable against Borrower and
     the Defeasance Obligor in accordance with its terms, that the Note and the
     Defeasance Security Agreement, as so assumed, have been duly authorized and
     are enforceable against the Defeasance Obligor in accordance with their
     respective terms, and that the delivery of the Partial Defeasance
     Collateral to the Defeasance Obligor does not constitute a fraudulent
     transfer, preferential payment, or other voidable transfer under applicable
     bankruptcy law, subject only to such reasonable and customary conditions,
     limitations, exceptions and assumptions as are reasonably satisfactory to
     Lender. Borrower shall be solely responsible for paying all reasonable
     costs and expenses including attorneys' fees incurred by Lender or
     Defeasance Agent or other agent(s) in connection with such assignment and
     assumption (including the review of the proposed transferee and the
     preparation of the assumption agreement and related documentation). 

     (F)  Upon compliance with the requirements of this Section 9(b)(ii), Lender
shall release the Property involved in the Partial Defeasance from the lien of
the Security Instrument encumbering such Property, and the Partial Defeasance
Collateral shall constitute a portion of the collateral securing this Note.
Lender will, at Borrower's expense, execute and deliver any agreements
reasonably requested by Borrower or Defeasance Agent to release the lien of the
Security Instrument from such Property. Borrower, pursuant to the Defeasance
Security Agreement, shall authorize and direct that the payments received from
the Partial Defeasance Collateral be made directly to Lender 


                                       14
<PAGE>   15
and applied to partially satisfy the obligations of Borrower under this Note. 
Upon determination of the Partial Scheduled Defeasance Payments, the portion of 
the Monthly Payment payable from sources other than Partial Defeasance 
Collateral shall be adjusted by subtracting the monthly Partial Scheduled 
Defeasance Payment from the amount of the Monthly Payment, and Borrower shall 
thereafter be required on each Monthly Payment to pay on each Monthly Payment 
Date such portion of the Monthly Payment from sources of funds other than the 
Partial Defeasance Collateral.

     (G)  Borrower shall pay any revenue, documentary stamp or intangible taxes 
or any other tax or charge due in connection with the transfer of the Partial 
Defeasance Interest in this Note or otherwise required to accomplish the 
agreements of this Section.

     (H)  If any notice of Partial Defeasance is given pursuant to Section 
9(b)(ii)(C), Defeasance Agent shall be required to defease all or any portion 
of the Loan on a Release Date (unless such notice is revoked by Borrower prior 
to such Release Date in which event Borrower shall immediately reimburse Lender 
and Defeasance Agent for any and all reasonable costs and expenses incurred by 
Lender or Defeasance Agent in connection with Borrower's giving of such notice 
and revocation).

     (I)  Borrower hereby irrevocably appoints Defeasance Agent as Borrower's 
agent and attorney-in-fact, which appointment is coupled with an interest and 
with full power of substitution, for the purpose of purchasing the Defeasance 
Collateral with the Proceeds and delivering the Partial Defeasance Collateral 
to Lender pursuant to Sections 9(b)(ii)(A) and (B). Borrower hereby ratifies 
and confirms and all acts done or omitted to be done by Defeasance Agent under 
the authority of such power of attorney.

     (J)  Notwithstanding any release of any Security Instrument or any Partial
Defeasance hereunder, the Defeasance Obligor shall, and hereby agrees to be,
bound by and obligated under Sections 3.1 (Payment of Debt), 7.2 (Further Acts
Etc.), 7.4(a) (Estoppel Certificates), 11.2 (Application of Proceeds), 11.7
(Other Rights Etc.) and 14.2 (Marshalling and Other Matters) and Article 13
(Indemnification) of the Security Instruments; provided, however (a) all
references therein to "Property" or "Personal Property" shall be deemed to refer
only to the Partial Defeasance Collateral delivered to Lender, and (b) the
Defeasance Obligor shall be only obligated to pay a portion of the Debt equal to
the Partial Defeasance Portion.

     (K)  It shall be an event of default under this Note (a "PARTIAL DEFEASANCE
DEFAULT") if (a) Borrower fails to strictly comply with all of the requirements
of the preceding clauses (A) through (J) of this Section 9(b)(ii) on or before
the Release Date, (b) the disposition of a Property pursuant to the exercise of
any Purchase Option is consummated (whether in accordance with the terms of the
lease, by order of any court, or otherwise), and (c) Lender receives or is
required to receive the Purchase Price. If a Partial Defeasance Default shall
occur, Lender may declare the entire Debt, including the principal balance of
the Loan (deducting therefrom the amount of the Purchase Price actually received
by Lender, which shall be applied to the Outstanding Principal


                                       15
<PAGE>   16
          Balance), all accrued interest, and all costs, expenses, charges and
          fees payable under any Loan Document, together with any applicable
          Default Prepayment Consideration (which shall be calculated on the
          entire Outstanding Principal Balance without deduction for the amount
          of the Purchase Price), immediately due and payable.

          (c) DEFAULT PREPAYMENT. If a Default Prepayment (as hereinafter 
     defined) occurs, such Default Prepayment shall be deemed to be a voluntary
     prepayment under this Note and in such case the applicable Default
     Prepayment Consideration (as hereinafter defined) shall be due and payable
     to Lender in connection with such Default Prepayment. The Default
     Prepayment Consideration shall be secured by all security and collateral
     for the Loan and shall be added to the Outstanding Principal Balance for
     all purposes including accrual of interest, judgment on the Note,
     foreclosure (whether through power of sale, judicial proceeding, or
     otherwise), redemption, and bankruptcy (including pursuant to Section 506
     of the United States Bankruptcy Code). The term "DEFAULT PREPAYMENT" shall
     mean a prepayment of the principal amount of this Note made after
     occurrence of a Default or Event of Default under any circumstances
     including a prepayment in connection with reinstatement of any Security
     Instrument provided by statute under foreclosure proceedings or exercise of
     power of sale, any statutory right of redemption exercised by Borrower or
     any other party having a statutory right to redeem or prevent foreclosure
     or power of sale, any sale in foreclosure or under exercise of a power of
     sale or otherwise (including pursuant to a credit bid made by Lender in
     connection with such sale), or any other collection action by Lender.
     Classification and treatment of Lender's claim pursuant to a plan of
     reorganization in bankruptcy shall also be deemed to be a Default
     Prepayment hereunder. The "DEFAULT PREPAYMENT CONSIDERATION" (as the term
     is used in this Note) shall mean the present value, as of the date of the
     occurrence of the Default, of the remaining scheduled payments of principal
     and interest from the date of the occurrence of the Default through the
     Maturity Date (including any balloon payment), which shall be determined by
     discounting such payments (using simple discounting) at the Discount Rate
     less the amount of principal being prepaid.

          10. MAXIMUM RATE PERMITTED BY LAW. All agreements in this Note and all
     other Loan Documents are expressly limited so that in no contingency or
     event whatsoever, whether by reason of acceleration of maturity of the
     indebtedness evidenced hereby or otherwise, shall the amount agreed to be
     paid hereunder for the use, forbearance, or detention of money exceed the
     highest lawful rate permitted under applicable usury laws. If, from any
     circumstance whatsoever, fulfillment of any provision of this Note or any
     other Loan Document at the time performance of such provision shall be due
     shall involve exceeding any usury limit prescribed by law that a court of
     competent jurisdiction may deem applicable hereto, then, ipso facto, the
     obligations to be fulfilled shall be reduced to allow compliance with such
     limit, and if, from any circumstance whatsoever, Lender shall ever receive
     as interest an amount that would exceed the highest lawful rate, the
     receipt of such excess shall be deemed a mistake and shall be canceled
     automatically or, if theretofore paid, such excess shall be credited
     against the principal amount of the indebtedness evidenced hereby to which
     the same may lawfully be credited, and any portion of such excess not
     capable of being so credited shall be refunded immediately to Borrower.
 


                                       16
<PAGE>   17
     11.  EVENTS OF DEFAULT; ACCELERATION OF AMOUNT DUE. Lender may in its sole 
discretion, without notice to Borrower, declare the entire Debt, including the 
principal balance of the Loan, all accrued interest, and all costs, expenses, 
charges and fees payable under any Loan Document, together with any applicable 
Default Prepayment Consideration, immediately due and payable, and Lender shall 
have all remedies available to it at law or equity for collection of the 
amounts due, if any of the following (the "EVENTS OF DEFAULT") occurs and 
continues beyond any applicable cure period:

          (a)  Borrower fails to make full and punctual payment of any amount 
payable on a monthly basis hereunder, under any Security Instrument, or under 
any other Loan Document, which failure is not cured on or before the fifth 
(5th) day after the date of written notice from Lender to Borrower of such 
failure;

          (b)  Borrower fails to make full payment of the Debt when due, 
whether on the Maturity Date, upon acceleration or prepayment, or otherwise, 
following the expiration of any applicable grace period provided in the 
Security Instrument or any other Loan Document;

          (c)  Borrower fails to make full and punctual payment of any Late 
Charges, costs and expenses due hereunder, or any other sum of money required 
to be paid hereunder (other than any payment described in subclauses (a) and 
(b) immediately above) or under the Security Instruments or any other Loan 
Document which failure is not cured on or before the twentieth (20th) day after 
Lender's written notice to Borrower that such payment is required; or

          (d)  a Prepayment Purchase Option Default or a Partial Defeasance 
Default shall occur; or

          (e)  an Event of Default occurs under any Security Instrument or any 
other Loan Document.

     12.  TIME OF ESSENCE. Time is of the essence with regard to each provision 
contained in this Note.

     13.  TRANSFER AND ASSIGNMENT. This Note may be freely transferred and 
assigned by Lender. Borrower's right to transfer its rights and obligations 
with respect to the Debt, and to be released from liability under this Note, 
shall be governed by the Security Instruments.

     14.  AUTHORITY OF PERSONS EXECUTING NOTE. Borrower warrants and represents 
that the persons or officers who are executing this Note and the other Loan 
Documents on behalf of Borrower have full right, power and authority to do so, 
and that this Note and the other Loan Documents constitute valid and binding 
documents, enforceable against Borrower in accordance with their terms, and 
that no other person, entity, or party is required to sign, approve, or consent 
to, this Note.

     15.  SEVERABILITY. The terms of this Note are severable, and should any 
provision be declared by a court of competent jurisdiction to be invalid or 
unenforceable, the remaining 

                                       17
<PAGE>   18
provisions shall, at the option of Lender, remain in full force and effect and 
shall in no way be impaired.

     16.  BORROWER'S WAIVERS.  Borrower and all others liable hereon hereby
waive presentation for payment, demand, notice of dishonor, protest, and notice
of protest, notice of intent to accelerate, and notice of acceleration, stay of
execution and all other suretyship defenses to payment generally. No release of
any security held for the payment of this Note, or extension of any time periods
for any payments due hereunder, or release of collateral that may be granted by
Lender from time to time, and no alteration, amendment or waiver of any
provision of this Note or of any of the other Loan Documents, shall modify,
waive, extend, change, discharge, terminate or affect the liability of Borrower
and any others that may at any time be liable for the payment of this Note or
the performance of any covenants contained in any of the Loan Documents.

     17.  GOVERNING LAW.  This Note has been delivered to and accepted by Lender
in the State of Missouri, and shall be governed and construed generally
according to the laws of the State of Missouri without regard to the conflict of
law provisions thereof ("GOVERNING STATE").

     18.  JURISDICTION AND VENUE.  BORROWER HEREBY CONSENTS TO PERSONAL
JURISDICTION IN THE GOVERNING STATE AND IN EACH JURISDICTION IN WHICH ANY
PROPERTY IS LOCATED (EACH A "SITUS STATE"). VENUE OF ANY ACTION BROUGHT TO
ENFORCE THIS NOTE OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN
OR THE DEBT OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS
("ACTION") SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS
ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER
BE TRANSFERRED TO) EITHER A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION
LOCATED IN THE GOVERNING STATE OR IN EACH SITUS STATE. BORROWER HEREBY CONSENTS
AND SUBMITS TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE GOVERNING
STATE AND EACH SITUS STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE
AND EACH SITUS STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL
PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION
WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. Borrower hereby waives and agrees
not to assert, as a defense to any Action or a motion to transfer venue of any
Action, (i) any claim that it is not subject to such jurisdiction, (ii) any
claim that any Action may not be brought against it or is not maintainable in
those courts or that this Note or any of the other Loan Documents may not be
enforced in or by those courts, or that it is exempt or immune from execution,
(iii) that the Action is brought in an inconvenient forum, or (iv) that the
venue for the Action is in any way improper.

     19.  NOTICES.  Any notice required or permitted to be given hereunder must
be in writing and given (a) by depositing same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested; (b) by delivering the same in person to
such party; (c) by transmitting a facsimile copy to the correct facsimile phone 

                                       18
<PAGE>   19

number of the intended recipient (with a second copy sent by registered or 
certified regular mail); or (d) by depositing the same into the custody of a 
nationally recognized overnight delivery service addressed to the party to be 
notified. In the event of mailing, notices shall be deemed effective three (3) 
days after posting; in the event of overnight delivery, notices shall be deemed 
effective on the next Business Day following deposit with the delivery service; 
in the event of personal service or facsimile transmissions, notices shall be 
deemed effective when delivered. For purposes of notice, the addresses of the 
parties shall be as set forth in the Table. From time to time either party may 
designate another address than the address set forth for all purposes of this 
Note by giving the other party no less than ten (10) days' advance notice of 
such change of address in accordance with the notice provisions hereof.

     20.  AVOIDANCE OF DEBT PAYMENTS.   To the extent that any payment to 
Lender and/or any payment or proceeds of any collateral received by Lender in 
reduction of the Debt is subsequently invalidated, declared to be fraudulent or 
preferential, set aside and/or required to be repaid to a trustee, to Borrower 
(or Borrower's successor) as a debtor in possession, or to a receiver or any 
other party under any bankruptcy law, state or federal law, common law or 
equitable cause, then the portion of the Debt intended to have been satisfied 
by such payment or proceeds shall remain due and payable hereunder, be 
evidenced by this Note, and shall continue in full force and effect as if such 
payment or proceeds had never been received by Lender whether or not this Note 
has been marked "paid" or otherwise cancelled or satisfied and/or has been 
delivered to Borrower, and in such event Borrower shall be immediately 
obligated to return the original Note to Lender and any marking of "paid" or 
other similar shall be of no force and effect.

     21.  NONRECOURSE.   Lender shall not be entitled to recover any deficiency 
judgement against Borrower or any general partner or limited partner of 
Borrower on this Note, provided, however, the foregoing shall not be 
interpreted to: (a) impair or affect the right of Lender to enforce any of its 
rights or remedies (other than any right to a deficiency judgement) provided 
for in any of the Loan Documents or under applicable law in full accordance 
with the terms thereof including but not limited to the right of Lender to name 
Borrower or any general partner of Borrower as a party defendant in any action 
or suit for specific performance, foreclosure, or sale (or similar remedy) 
under the Security Instrument, or any other Loan Document; (b) impair or affect 
the validity or enforceability or any guaranty, indemnity agreement (including 
but not limited to any environmental indemnity agreement), letter of credit, or 
other similar third party agreement or undertaking made in connection with this 
Note, the Security Instrument, or any other Loan Document; (c) impair or affect 
Lender's right to offset any and all amounts outstanding under any of the Loan 
Documents against any claim or amount that may be asserted against Lender by 
Borrower or any partners, members, shareholders, or other owners of legal or 
beneficial interests in Borrower; (d) affect the validity or enforceability of 
or impair the right of Lender to bring suit and obtain specific performance or 
personal, recourse judgement to enforce the liability of Borrower or any other 
person or entity to the extent of, and Borrower hereby agrees to be personally 
liable for, any loss, damage, cost, expense, liability, or claim incurred by or 
made against Lender (including all attorneys' fees and expenses and other 
collection and litigation expenses) arising out of or in connection with any of 
the following:


                                       19
<PAGE>   20
     (i)  Borrower or any affiliate, agent, or employee of Borrower 
misappropriates any rents or other Property income or collateral proceeds 
including but not limited to insurance or condemnation proceeds or awards; 

     (ii)  Borrower or any affiliate, agent, or employee of Borrower fails to 
apply or pay over any tenant security deposits or other refundable deposits in 
accordance with the terms of the applicable lease or other agreement or the 
Security Instrument or any other Loan Document; 

     (iii)  Borrower or any affiliate, agent, or employee of Borrower receives 
rents or other payments from tenants more than one month in advance and fails 
to apply them in accordance with the Loan Documents; 

     (iv)  following the occurrence and during the continuance of an Event of 
Default, Borrower or any affiliate, agent, or employee of Borrower (including 
Borrower in its capacity as a debtor or debtor in possession in a bankruptcy 
proceeding) fails either to apply rents or other Property income, whether 
collected before or after such Event of Default, to the ordinary, customary, 
and necessary expenses of operating the Property or, upon demand, to deliver 
such rents or other Property income to Lender; 

     (v)  waste is committed on the Property during a period while Borrower or 
any affiliate, agent, or employee of Borrower is in possession thereof ("waste" 
meaning the diminution in the Property's value resulting from Borrower's 
negligent or willful failure to manage, maintain, repair and otherwise operate 
the Property in a commercially reasonable manner); 

     (vi)  any damage to the Property or the Lender is caused as a result of 
the intentional misconduct or gross negligence of Borrower or any affiliate, 
agent, or employee of Borrower; 

     (vii)  any Property is removed in violation of the terms of the Loan 
Documents; 

     (viii)  Borrower fails, in accordance with the terms of the Loan 
Documents, to maintain insurance or to pay taxes, assessments, or other liens 
or claims that could create liens affecting the Property (unless Lender is 
escrowing funds therefor and fails to make such payments or has taken possession
of the Property following an Event of Default, has received all rents from the 
Property applicable to the period for which such insurance, taxes or other 
items are due, and thereafter fails to make such payments); 

     (ix)  there is any fraud or material misrepresentation by Borrower or any 
of its affiliates, any guarantor, any indemnitor or any agent, employee, or 
other person with actual or apparent authority to make statements or 
representations on behalf of Borrower, any affiliate of Borrower, or any 
guarantor or indemnitor ("apparent authority" meaning such authority as the 
principal knowingly or negligently permits the agent to assume, or which he 
holds the agent out as possessing); or 


                                       20
<PAGE>   21
          (x)  Borrower fails, following the occurrence and during the
     continuance of an Event of Default, to deliver to Lender on demand all
     security deposits, books and records relating to the Property and in the
     possession or control of Borrower or any affiliate, agent, or employee of
     Borrower.

Nothing herein shall be deemed to constitute a waiver by Lender of any right 
Lender may have under Sections 506(a), 506(b), 1111(b) or any other provision 
of the United States Bankruptcy Code to file a claim for the full amount of the 
Debt (as defined in the Security Instrument) or to require that all collateral 
shall continue to secure all of the Debt.

     22.  MISCELLANEOUS. Neither this Note nor any of the terms hereof may be 
terminated, amended, supplemented, waived or modified orally, but only by an 
instrument in writing executed by the party against which enforcement of the 
termination, amendment, supplement, waiver or modification is sought. If 
Borrower consists of more than one person or entity, then the obligations and 
liabilities of each person or entity shall be joint and several. As used in 
this Note, (i) the terms "include", "including" and similar terms shall be 
construed as if followed by the phrase "without being limited to," (ii) words 
of masculine, feminine, or neuter gender shall mean and include the correlative 
words of the other genders, and words importing the singular number shall mean 
and include the plural number, and vice versa, (iii) all captions to the 
Sections hereof are used for convenience and reference only and in no way 
define, limit or describe the scope or intent of, or in any way affect, this 
Note, (iv) no inference in favor of, or against, Lender or Borrower shall be 
drawn from the fact that such party has drafted any portion hereof or any other 
Loan Document, and (v) the words "Lender" and "Borrower" shall include their 
respective successors, assigns, heirs, personal representatives, executors and 
administrators. In the event of a conflict between or among the terms, 
covenants, conditions or provisions of the Loan Documents, the term(s), 
covenant(s), condition(s) and/or provision(s) that Lender may elect to enforce 
from time to time so as to enlarge the interest of Lender in its security, 
afford Lender the maximum financial benefits or security for the Debt, and/or 
provide Lender the maximum assurance of payment of the Debt in full shall 
control. BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS BEEN PROVIDED WITH 
SUFFICIENT AND NECESSARY TIME AND OPPORTUNITY TO REVIEW THE TERMS OF THIS NOTE, 
THE SECURITY INSTRUMENT, AND EACH OF THE LOAN DOCUMENTS, WITH ANY AND ALL 
COUNSEL IT DEEMS APPROPRIATE, AND THAT NO INFERENCE IN FAVOR OF, OR AGAINST, 
LENDER OR BORROWER SHALL BE DRAWN FROM THE FACT THAT EITHER SUCH PARTY HAS 
DRAFTED ANY PORTION HEREOF, OR THE SECURITY INSTRUMENT, OR ANY OF THE LOAN 
DOCUMENTS.

     23.  WAIVER OF COUNTERCLAIM AND JURY TRIAL. BORROWER HEREBY KNOWINGLY 
WAIVES THE RIGHT TO ASSERT ANY COUNTERCLAIM, OTHER THAN A COMPULSORY 
COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST BORROWER BY LENDER OR 
ITS AGENTS. ADDITIONALLY, BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY 
AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT 
OF ANY LITIGATION BASED ON THE LOAN OR ARISING OUT OF, UNDER, OR IN CONNECTION 
WITH THE LOAN, THIS NOTE, THE SECURITY INSTRUMENT, OR ANY 

                                       21
<PAGE>   22
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT 
(WHETHER VERBAL OR WRITTEN), OR ACTION OF BORROWER OR LENDER. THIS PROVISION IS 
A MATERIAL INDUCEMENT FOR LENDER'S MAKING OF THE LOAN. 

     Intending to be fully bound, Borrower has executed this Note effective as 
of the day and year first above written. 

BORROWER:                        CAPTEC FRANCHISE CAPITAL PARTNERS
                                 L.P. IV, a Delaware limited partnership

                                 By:  CAPTEC NET LEASE REALTY, INC., a
                                      Delaware corporation, its General Partner

                                      By: W. Ross Martin
                                         -------------------------------
                                      Name: W. Ross Martin
                                           -----------------------------
                                      Title: CFO
                                            ----------------------------


                                       22
<PAGE>   23

     Pay to the order of National Realty Finance L.C., a Missouri limited 
liability company, without recourse.

                                        NATIONAL REALTY FUNDING L.C., a
                                        Missouri limited liability company


                                        By: ______________________________
                                        Print Name: ______________________
                                        Print Title: _____________________

     Pay to the order of __________________________, without recourse.

                                        NATIONAL REALTY FINANCE L.C., a
                                        Missouri limited liability company


                                        By: ______________________________
                                        Print Name: ______________________
                                        Print Title: _____________________


                                       23

<PAGE>   24
STATE OF MICHIGAN  )
                   )ss.
COUNTY OF WASHTENAW)

     On this 17th day of December, 1998, before me, David A. Eby, Jr., a Notary 
Public in and for said state, personally appeared W. Ross Martin, CFO of Captec 
Net Lease Realty, Inc., a Delaware corporation, as general partner of Captec 
Franchise Capital Partners L.P. IV, a Delaware limited partnership, and that 
the within instrument was signed and sealed in behalf of said limited 
partnership by authority of its partners, and acknowledged said instrument to 
be the free act and deed of said limited partnership company for the purposes 
therein stated.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official 
seal, the day and year last above written.



                                               David A. Eby, Jr.
                                _____________________________________________
                                Notary Public in and for Said County and State



                                ______________________________________________
                                (Type, print or stamp the Notary's name below
                                 his or her signature.)


My Commission Expires:




______________________            David A. Eby, Jr.
                                  Notary Public Wayne County, MI
                                  My Commission Expires Mar. 3, 2000
                                  Acting in Washtenaw County, MI





                                       24
<PAGE>   25
                                   SCHEDULE A

                      Location of Real Property Collateral

1.  Real property located at 1479 Main Street, Hamilton, Ohio, in Butler 
County, Ohio, which is also currently commonly known as Hollywood Video. 

2.  Real property located at 6123 Colerain Ave., Cincinnati, Ohio, in Hamilton 
County, Ohio, which is also currently commonly known as Hollywood Video. 

3.  Real property located at 675 Sunland Park Drive, El Paso, Texas, in El Paso 
County, Texas, which is also currently commonly known as Carino's Italian 
Kitchen. 

4.  Real property located at 27590 Orchard Lake Rd., Farmington Hills, 
Michigan, in Oakland County, Michigan, which is also currently commonly known 
as Steak & Ale. 

5.  Real property located at 8529 GA Highway 85, Riverdale, Georgia, in Clayton 
County, Georgia, which is also currently commonly known as Blockbuster Video. 

6.  Real property located at 2224 U.S. 1 Roosevelt Boulevard, Trevose, 
Pennsylvania, in Bucks County, Pennsylvania, which is also currently commonly 
known as Steak & Ale. 

7.  Real property located at 5741 E. Virginia Beach Boulevard, Norfolk City, 
Virginia, which is also currently commonly known as Bennigan's. 

8.  Real property located at 18767 Northline Rd., Southgate, Michigan, in Wayne 
County, Michigan, which is also currently commonly known as Arby's. 


                                       25
<PAGE>   26

                                   SCHEDULE B

CAPTEC IV

<TABLE>

<CAPTION>
                                        Allocated Loan       Partial Defeasance
Name/Address                                Amount           Principal Amount(1)
------------                            --------------       -------------------

<S>                                     <C>                  <C>

Carino's Italian Kitchen                   $883,176.42             $1,103,970.53
675 Sunland Park Drive
El Paso, Texas

Steak & Ale                              $1,028,261.00             $1,285,326.25
27590 Orchard Lake Rd.             
Farmington Hills, Michigan

Steak & Ale                              $1,196,789.00             $1,495,986.25
2224 U.S. 1 Roosevelt Boulevard
Trevose, Pennsylvania

Bennigan's                                 $796,226.00               $995,282.50
5741 E. Virginia Beach Boulevard
Norfolk City, Virginia

</TABLE>














______________________________

  (1)125% of Allocated Loan Amount


                                       26