Exhibit 10.22(ii)



                                 PROMISSORY NOTE

                                  (this "Note")



US$41,328,351.36                                                   June 12, 2001

FOR VALUE RECEIVED, NB FINANCE, LTD., a Bermuda corporation, having its
registered office in Clarendon House, 2 Church Street, Hamilton, Bermuda
(hereinafter referred to as "Borrower"), promises to pay to the order of NB
CAPITAL CORPORATION, a Maryland corporation, at its principal place of business
at 125 West 55th Street, New York, New York 10019 (hereinafter referred to as
"Lender"), or at such other place as the holder thereof may from time to time
designate in writing, the principal sum of forty-one million three hundred
twenty-eight thousand three hundred fifty-one dollars and thirty-six cents
(US$41,328,351.36) (the "Original Principal Amount") in lawful money of the
United States of America with interest on the principal amount outstanding from
time to time to be computed from the date hereof until such principal amount is
paid in full at an annual rate equal to the lesser of (i) the maximum
non-usurious rate permitted by applicable law and (ii) seven percent and three
hundred and twelve thousandths of a percent (7.312%) calculated monthly on a
semi-annual basis (the "Interest Rate"), said Original Principal Amount and
interest to be paid as follows:

(iii)    With respect to each Interest Period, interest payments shall be paid
         in arrears on the fifteenth (15th) day of each calendar month
         immediately following such Interest Period; provided, however, that if
         such day is not a Business Day, interest payments shall be made on the
         immediately succeeding Business Day (the "Interest Payment Date").
         "Interest Period" means each calendar month or portion thereof during
         the term of the Note or, in the case of the initial Interest Period,
         the date hereof through June 15, 2001. "Business Day" means a day of
         the year on which banks are not required or authorized by law to close
         in Maryland, Bermuda and Quebec.

(iv)     The Original Principal Amount shall be due and payable, unless
         otherwise accelerated or prepaid in accordance with the terms of this
         Note or the Loan Agreement dated as of the date hereof, between
         Borrower and Lender (the "Loan Agreement") on October 15, 2004 (the
         "Maturity Date") in whole.

Incorporation by Reference. All of the terms, covenants and conditions contained
in the Mortgage Loan Assignment Agreement and the Loan Agreement with respect to
the indebtedness evidenced by this Note are hereby made a part of this Note to
the same extent and with the same force as if they were fully set forth herein.

Security. The indebtedness evidenced by this Note is secured pursuant to that
certain mortgage loan assignment agreement of even date herewith (the "Mortgage
Loan Assignment Agreement"), assigning the mortgage loans more particularly
described therein as well as Borrower's interest in the real property securing
such Mortgage Loans (the "Mortgage



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Loans") as security to Lender, subject to a reassignment upon satisfaction in
full of any indebtedness evidenced by this Note.

Prepayment. The Original Principal Amount of this Note is not subject to
optional prepayment but is subject to mandatory prepayment prior to the Maturity
Date upon the terms and conditions specified in the Loan Agreement.

Default and Acceleration. If an Event of Default (as defined in the Loan
Agreement), other than an Event of Default described in Section 6.1(g) of the
Loan Agreement has occurred and is continuing, Lender may at any time, in
addition to any other rights or remedies available to it pursuant to this Note,
the Loan Agreement and the Mortgage Loan Assignment Agreement, or at law or in
equity, take such action, without notice or demand, that Lender deems advisable
to protect and enforce its rights against Borrower and in any of the Collateral
(as defined in the Loan Agreement), including, without limitation, by notice to
Borrower, declare the Debt to be forthwith due and payable, whereupon such Debt
shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by Borrower, and may enforce or avail itself of any or all rights or remedies
provided in this Note, the Loan Agreement and the Mortgage Loan Assignment
Agreement against Borrower and/or the Collateral (including selling the Mortgage
Loans); and upon an Event of Default described in Section 6.1(g) of the Loan
Agreement, the Debt shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by Borrower. "Debt" means (a) the outstanding principal balance
of this Note, (b) interest, default interest at the Default Rate, late charges
and other sums, as provided in this Note, the Loan Agreement or the Mortgage
Loan Assignment Agreement, (c) all other monies agreed or provided to be paid by
Borrower in this Note, the Loan Agreement or the Mortgage Loan Assignment
Agreement, and (d) all sums advanced and costs and expenses incurred by Lender
in connection with the Debt or any part thereof, any renewal, extension, or
change of or substitution of the Debt or any part thereof, or the acquisition or
perfection of the security therefor, whether made or incurred at the request of
Borrower or Lender.

Savings Clause. It is expressly stipulated and agreed to be the intent of
Borrower and Lender that this Note complies with the applicable usury and other
laws relating to this Note now or hereafter in effect. If any such applicable
laws render usurious any amount called for under this Note, or contracted for,
charged or received with respect to this Note, or if the acceleration of the
maturity of this Note or if any prepayment by Borrower results in Borrower
having paid any interest in excess of that permitted by applicable law, then it
is the express intent of the parties that all excess amounts theretofore
collected by Lender be refunded to Borrower, and the provisions of this Note
immediately be deemed reformed and the amounts thereafter collected under this
Note reduced, without the necessity of the execution of any new document, so as
to comply with the then applicable law, but so as to permit the recovery of the
fullest amount otherwise called for under this Note.

Late Charges; Mortgage Default Interest Rate.




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Subject to 0, in the event that any installment of interest or principal shall
become overdue for a period in excess of five (5) days, a "late charge" in an
amount equal to five percent (5%) of the amount so overdue may be charged to
Borrower by Lender for the purpose of defraying the expenses incident to
handling such delinquent payments. Subject to 0, such late charge shall be in
addition to, and not in lieu of, any other remedy Lender may have and is in
addition to Lender's right to collect reasonable fees and charges of any agents
or attorneys which Lender may employ in connection with any default.

If Borrower shall default in any payment of principal or interest, or any other
amount owed by Borrower under this Note, the Loan Agreement or the Mortgage Loan
Assignment Agreement, Borrower shall pay interest on the unpaid principal amount
of this Note, payable in arrears on each Interest Payment Date and on demand, at
a rate per annum equal at all times to the lesser of (x) the maximum
non-usurious rate permitted by applicable law or (y) three percent (3%) per
annum above the applicable Interest Rate until such defaulted amount has been
paid by Borrower, together with interest thereon at the Default Rate. Payment or
acceptance of the increased rate as provided in this Section is not a permitted
alternative for timely payment and shall not constitute a waiver of a Default or
an Event of Default or an amendment to this Note, the Loan Agreement or the
Mortgage Loan Assignment Agreement and shall not otherwise prejudice or limit
any rights or remedies of Lender.

No Oral Change. This Note may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by act or failure to act on the part
of Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

Waivers. Except for any notices expressly provided for in this Note, the Loan
Agreement or the Mortgage Loan Assignment Agreement, Borrower and all others who
may become liable for the payment of all or any part of the Debt do hereby
severally waive presentment and demand for payment, notice of dishonor, protest
and notice of protest and non-payment and all other notices of any kind. No
release of any security for the Debt or extension of time for payment of this
Note or any installment hereof, and no alteration, amendment or waiver of any
provision of this Note, the Loan Agreement or the Mortgage Loan Assignment
Agreement between Lender or any other person or party shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of
Borrower, and any other person or entity who may become liable for the payment
of all or any part of the Debt, under this Note, the Loan Agreement or the
Mortgage Loan Assignment Agreement. No notice to or demand on Borrower shall be
deemed to be a waiver of the obligation of Borrower or of the right of Lender to
take further action without further notice or demand as provided for in this
Note, the Loan Agreement or the Mortgage Loan Assignment Agreement. Any failure
of Lender to insist upon strict performance by Borrower of any of the provisions
of this Note, the Loan Agreement or the Mortgage Loan Assignment Agreement shall
not be deemed a waiver of any of the terms or provisions of this Note, the Loan
Agreement or the Mortgage Loan Assignment Agreement, and Lender shall have the
right thereafter to insist upon strict performance by Borrower of any and all of
them.



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Non Recourse. Except as otherwise provided herein and the Loan Agreement and the
Mortgage Loan Assignment Agreement, Lender shall not enforce the liability and
obligation of Borrower to perform and observe the obligations contained in this
Note, the Loan Agreement and the Mortgage Loan Assignment Agreement by any
action or proceeding wherein a money judgment shall be sought against Borrower,
except that Lender may bring an action or proceeding to enable Lender to enforce
and realize upon this Note, the Loan Agreement and the Mortgage Loan Assignment
Agreement, and the interest in the Mortgage Loans and in any Collateral (as
defined in the Loan Agreement) given to Lender created by this Note, the Loan
Agreement or the Mortgage Loan Assignment Agreement, provided, however, that any
judgment in any action or proceeding shall be enforceable against Borrower only
to the extent of Borrower's interest in the Mortgage Loans and other Collateral
given to Lender. The provisions of this Section shall not however (i) constitute
a waiver, release or impairment of any obligation evidenced or secured by this
Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, (ii) affect
the validity or enforceability of any indemnity made in connection with this
Note, the Loan Agreement or the Mortgage Loan Assignment Agreement, or (iii)
impair the enforcement of the Mortgage Loan Assignment Agreement.

Authority. Borrower (and the undersigned representative of Borrower, if any)
represents that Borrower has full power, authority and legal right to execute
and deliver this Note, the Loan Agreement and the Mortgage Loan Assignment
Agreement and that this Note, the Loan Agreement and the Mortgage Loan
Assignment Agreement are valid and binding in accordance with their terms.

Applicable Law. This Note shall be governed, construed, applied and enforced in
accordance with the laws of Bermuda.

Counsel Fees. In the event that it should become necessary to employ counsel to
collect the Debt or to protect or foreclose the security therefor, Borrower also
agrees to pay all reasonable fees and expenses of Lender, including, without
limitation, reasonable attorney's fees for the services of such counsel whether
or not suit be brought.

Notices. All notices and other communications provided for hereunder shall be in
writing (including telegraphic, telecopy or telex communication) and mailed,
telegraphed, telecopied, telexed or delivered, if to Borrower, at its address
c/o Codan Services Limited, Clarendon House, 2 Church Street, Hamilton, HM 11
Bermuda, Attention: Roger Burgess; and if to Lender, at its address at 125 West
55th Street, New York, New York 10019, Attention: Chief Executive Officer; with
a copy to National Bank of Canada, as servicer of Lender, at National Bank
Tower, 600 de La Gauchetiere West, Montreal, Quebec H3B 4L2 or as to each other
party, at such other address as shall be designated by such party in a written
notice to Borrower and Lender. All such notices and communications shall, when
mailed, telegraphed, telecopied or telexed, be effective when deposited in the
mails, delivered to the telegraph company, transmitted by telecopier or
confirmed by telex answerback, respectively.

Payment. Borrower shall make each payment, irrespective of any right of
counterclaim or set-off, not later than 11:00 a.m. (Eastern Standard time) on
each Interest Payment Date in



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United States dollars to Lender at an account or accounts Lender may designate
from time to time in same day funds. All computations of interest and fees shall
be made by Lender on the basis of a year of 360 days consisting of twelve (12)
months of thirty (30) days each. Each determination by Lender of interest or
fees hereunder shall be conclusive and binding for all purposes, absent manifest
error.




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         IN WITNESS WHEREOF, Borrower has caused this instrument to be duly
executed as of the date in the year first above written.


                                    BORROWER

                                    NB FINANCE, LTD.


                                    By:
                                       -----------------------------------------


                                    LENDER

                                    NB CAPITAL CORPORATION


                                    By:
                                       -----------------------------------------