<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.: 5453
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. III, 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: 38-3160141
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: November 25, 1998
ORIGINAL PRINCIPAL AMOUNT: $6,200,000.00
MATURITY DATE: December 1, 2008
INTEREST RATE: 8.37 percent (8.37%) per annum
INITIAL INTEREST PAYMENT PER DIEM: $1,441.50
MONTHLY PAYMENT: $53,296.00
MONTHLY INTEREST ONLY PAYMENT DATE: January 1, 1999 and on the first day of 
each successive month thereafter to and including December 1, 2000
MONTHLY PAYMENT DATE: January 1, 2001 and on the first day of each successive 
month thereafter
FINANCIAL STATEMENT REPORTING DEPOSIT: $258.33
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 December 1, 2000; 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 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
forbearing 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) calender 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 Lender 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 System 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 provide 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 rates 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 Borrowers 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 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 attorney's 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 to 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 the Partial
     Defeasance Collateral shall be adjusted by subtracting the monthly Partial
     Scheduled Defeasance Payment from the amount of the Monthly Payments, 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 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 conflicts 
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 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 of 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 marking shall be of no force and effect. 

     21.  NONRECOURSE.  Lender shall not be entitled to recover any deficiency 
judgment 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 judgment) 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 of 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 judgment 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 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 
works 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 FORM 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 AND 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. 

     24.  CHANGE IN INTEREST RATE.  If Borrower fails to obtain the 
modifications to the Ground Lease required under the Post-Closing Letter of 
even date herewith between Borrower and Lender on or before February 28, 1999, 
then the following changes shall be made to the terms of this Note effective as 
of March 1, 1999 for the balance of the term hereof: 

          (a)  the Interest Rate under this Note shall be changed from 8.37% to
     8.62% per annum; and 

          (b)  the Monthly Payment shall be changed from $53,296.00 to
     $54,276.85. 

The changes to the Note set forth in this Section 24 shall be self-executing 
without any further action being required by Borrower or Lender. 

     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. III, a Delaware limited partnership

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


                                       By: /s/ Gary A. Bruder
                                          ---------------------------
                                       Name: /s/ Gary A. Bruder
                                            -------------------------
                                       Title: V.P.
                                             ------------------------


                                       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 MI         )
                    ) ss.
COUNTY OF WASHTENAW )

     On this 1st day of December, 1998, before me David A. Eby Jr., a Notary
Public in and for said state, personally appeared Gary A. Bruder, V.P. of Captec
Net Lease Realty, Inc., a Delaware corporation, as general partner of Captec
Franchise Capital Partners L.P. III, 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 5720 Northhampton Blvd., Virginia Beach, Virginia 
in Virginia Beach, Virginia, which is also currently commonly known as Denny's.

2.   Real property located at 4532 South Florida Avenue, Lakeland, Florida, in 
Polk County, Florida, which is also currently commonly known as the Golden 
Corral.

3.   Real property located at 105 Potomac Blvd., Mt. Vernon, Illinois, in 
Jefferson County, Illinois, which is also currently commonly known as 
Applebee's.

4.   Real property located at 1003 Southeast Military Drive, San Antonio, Texas,
in Bexar County, Texas, which is also currently commonly known as Church's
Chicken.

5.   Real property located at 1701 William D. Tate Avenue, Grapevine, Texas, in 
Tarrant County, Texas, which is also currently commonly known as Red Robin 
Grill.

6.   Real property located at 320 Grapevine Highway, Hurst, Texas, Tarrant 
County, Texas,  which is also currently commonly known as Jack-in-the-Box.

7.   Real property located at 3610 W. Owen K. Garriott Road, Enid, Oklahoma, in 
Garfield County, Oklahoma, which is also currently commonly known as Hollywood 
Video.

8.   Real property located at 1905 Preston Road, in Plano, Texas, in Collin 
County, Texas, which is also currently commonly known as Black-Eyed Pea.





                                       25
<PAGE>   26

                                   SCHEDULE B

CAPTEC III

<TABLE>
<CAPTION>
                              Allocated Loan      Partial Defeasance
Name/Address                      Amount          Principal Amount(1)
------------                  --------------      ------------------
<S>                           <C>                 <C>
Denny's                       $  536,681.00       $  670,851.25
5720 Northhampton Blvd.
Virginia Beach, VA

Golden Corral                 $  677,757.00       $  847,196.25
4532 South Florida Ave.
Lakeland, FL

Applebee's                    $  966,779.00       $1,208,473.70
105 Potomac Blvd.
Mt. Vernon, IL

Church's Chicken              $  305,198.00       $  437,747.50
1003 Southeast Military Dr.
San Antonio, TX

Red Robin Grill               $1,684,032.00       $2,105,040.00
1701 William D. Tate Ave.
Grapevine, TX

</TABLE>




------------

(1) 125% of Allocated Loan Amount

                                       26