LOAN NO.: 50-2852182                                         SSA OFFICE BUILDING

                                 PROMISSORY NOTE
                                   (HYPER-AM)
                                    (NOTE A)

$5,390,700.00                                                    August 16, 2005

      FOR VALUE RECEIVED, the undersigned, CLF SSA AUSTIN LP, a Delaware limited
partnership ("MAKER"), having an address c/o Caplease, LP, 110 Maiden Lane, 36th
Floor, New York, New York 10005,  promises to pay to the order of WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association ("PAYEE"), at the office of
Payee at Commercial Real Estate Services,  8739 Research Drive URP - 4, NC 1075,
Charlotte,  North Carolina  28262, or at such other place as Payee may designate
to Maker in writing from time to time,  the  principal sum of Five Million Three
Hundred  Ninety  Thousand  Seven  Hundred  and No/100  Dollars  ($5,390,700.00),
together  with  interest on so much thereof as is from time to time  outstanding
and unpaid,  from the date of the advance of the principal  evidenced hereby, at
the lesser of the Note Rate (as hereinafter  defined) or the Maximum Lawful Rate
(as defined herein),  together with all other amounts due hereunder or under the
other Loan Documents (as defined  herein),  in lawful money of the United States
of America, which shall at the time of payment be legal tender in payment of all
debts and dues,  public and private.  This  promissory note shall be hereinafter
referred  to as the "A Note"  and the  loan  evidenced  by this A Note  shall be
hereinafter referred to as the "A Loan". Concurrently with the execution of this
A Note, Maker has executed and delivered to Caplease, LP that certain promissory
note dated the date hereof in the  original  principal  amount of Seven  Hundred
Ninety  Thousand Two Hundred Four and 86/100 Dollars  ($790,204.86),  which note
shall be hereinafter referred to as the "B Note" and the loan evidenced by the B
Note  shall  be  hereinafter  referred  to as the  "B  Loan".  The  indebtedness
evidenced by the B Note and the obligations  created thereby are also secured by
the Security Instrument (as hereinafter defined),  the Assignment (as defined in
the  hereinafter  defined  Loan  Documents)  and the other  Loan  Documents  (as
hereinafter  defined)  securing the A Loan. Payee has been engaged as collateral
agent by Payee and the  holder of the B Note to  administer  the  documents  and
collateral securing this A Note and the B Note,  including,  without limitation,
the  Security  Property  (as  hereinafter  defined).  Maker shall make  separate
monthly  payments of principal and interest  under the A Note and the B Note, as
directed  by the holder of this A Note and the holder of the B Note.  The A Loan
and the B Loan shall be hereinafter referred to collectively as the "Loan".

                        ARTICLE I. - TERMS AND CONDITIONS

      1.1.  Note Rate.  The term "NOTE RATE" as used in this Note shall mean (a)
from the date of this Note through but not  including  the  Optional  Prepayment
Date (as hereinafter  defined),  a rate per annum equal to five and twenty-three
one hundredths  percent (5.23%) (the "INITIAL INTEREST RATE"),  and (b) from the
Optional  Prepayment  Date through and  including  the date this Note is paid in
full,  a rate per annum equal to the greater of (i) the  Initial  Interest  Rate
plus two and  one-half  percent  (2.5%) or (ii) the Treasury  Constant  Maturity
Yield Index (as hereinafter  defined) plus two and one-half  percent (2.5%) ((i)
or (ii),  as  applicable,  the "REVISED  INTEREST  RATE").  For purposes of this
Section 1.1, the term  "TREASURY  CONSTANT  MATURITY YIELD INDEX" shall mean the
average  yield for "This  Week" as  reported  by the  Federal  Reserve  Board in
Federal  Statistical  Release H.15 (519)  published  during the second full week
preceding  the  Optional  Prepayment  Date,  for  instruments  having a maturity
coterminous  with the  remaining  term of this  Note.  If  there is no  Treasury
Constant Maturity Yield Index for instruments having a maturity coterminous with
the remaining  term of this Note,  then the index shall be equal to the weighted
average yield to maturity of the Treasury  Constant  Maturity Yield Indices with
maturities next longer and shorter than such remaining average life to maturity,
calculated by averaging  (and rounding  upward to the nearest whole  multiple of
1/100 of 1% per annum,  if the average is not such a multiple) the yields of the
relevant Treasury Constant Maturity Yield Indices (rounded, if necessary, to the
nearest 1/100 of 1% with any figure of 1/200 of 1% or above rounded upward).  If
such Release is not available or no longer published, Payee may refer to another
recognized source of financial market information.

      1.2.  Computation of Interest.  Interest shall be computed hereunder based
on a 360-day year and based on the actual  number of days elapsed for any period
in which  interest  is  being  calculated  including,  without  limitation,  the
Interest Only Period  (hereinafter  defined),  as more particularly set forth on
Annex 1 attached  hereto and  incorporated  by this  reference.  Interest  shall
accrue from the date on which funds are advanced  hereunder  (regardless  of the
time of day) through and including the day on which funds are credited  pursuant
to Section 1.3 hereof.

      1.3.  Payment  of  Principal  and  Interest.  Payments  in  federal  funds
immediately  available  at the place  designated  for payment  received by Payee
prior to 2:00 p.m.  local time on a day on which  Payee is open for  business at
said place of payment shall be credited prior to close of business,  while other
payments,  at the  option  of  Payee,  may  not be  credited  until  immediately
available to Payee in federal funds at the place designated for payment prior to
2:00  p.m.  local  time on the  next day on  which  Payee is open for  business.
Interest  only  shall  be  payable  in  forty-eight  (48)  consecutive   monthly
installments  in the amount set forth on Annex 1,  beginning on October 11, 2005
(the "FIRST PAYMENT  DATE"),  and continuing on the eleventh  (11th) day of each
and every calendar  month  thereafter  through and including  September 11, 2009
(the  "INTEREST ONLY PERIOD") and,  thereafter,  principal and interest shall be
payable in seventy-two (72) consecutive  monthly  installments in the amount set
forth on Annex 1,  beginning on October 11, 2009 and  continuing on the eleventh
(11th) day of each and every  calendar  month  thereafter  through and including
August 11, 2015 (each, a "PAYMENT  DATE").  On September 11, 2015 (the "MATURITY
DATE" or the  "OPTIONAL  PREPAYMENT  DATE"),  the entire  outstanding  principal
balance hereof,  together with all accrued but unpaid interest thereon, shall be
due and payable in full; provided,  however, that in the event that such amounts
are not paid on such  date,  Payee  may,  at  Payee's  sole  option,  extend the
Maturity Date to September 11, 2039 (the "EXTENDED MATURITY DATE").

      Maker hereby  authorizes  Payee to use its automated loan payment  service
pursuant to which on each Payment Date Maker shall have its monthly  payments of
principal and interest  payments  together with any other sums then due to Payee
automatically  drawn by Payee or its  servicer in  accordance  with that certain
Auto-Draft  Request Form by and between  Maker and Payee  executed in connection
with the Loan.

<PAGE>

      In the event that, on any Payment Date,  there are  insufficient  funds in
such  account for sums due to Payee,  then Payee shall be  permitted to withdraw
sums from such account on any day thereafter until such time as all payments due
to Payee have been drawn from such  account;  provided,  however,  the foregoing
shall in no event limit or otherwise modify Maker's obligations to make payments
of principal  and interest and other sums due  hereunder or under any other Loan
Document.

      1.4.  Application  of  Payments.  So  long  as no  Event  of  Default  (as
hereinafter  defined)  exists  hereunder or under any other Loan Document,  each
such monthly  installment  shall be applied,  prior to the  Optional  Prepayment
Date, first, to any amounts  hereafter  advanced by Payee hereunder or under any
other  Loan  Document,  second,  to any late fees and other  amounts  payable to
Payee,  third,  to the  payment of accrued  interest  and last to  reduction  of
principal,  and from and after the  Optional  Prepayment  Date,  as  provided in
Section 2.2 of this Note.

      1.5.   Payment   of   "Short   Interest".   Maker   shall   pay  to  Payee
contemporaneously  with the  execution  hereof  interest  at the Note Rate for a
period from the date hereof through September 10, 2005.

      1.6. Prepayment; Defeasance.

            (a) This A Note may not be prepaid,  in whole or in part  (except as
otherwise  specifically  provided  herein),  at any time  prior to the  Optional
Prepayment  Determination  Date.  In the  event  that  Maker  wishes to have the
Security  Property  (as  hereinafter  defined)  released  from  the  lien of the
Security  Instrument (as hereinafter  defined) prior to the Optional  Prepayment
Determination  Date,  Maker's sole option shall be a Defeasance (as  hereinafter
defined)  upon  satisfaction  of the terms and  conditions  set forth in Section
1.6(d) hereof,  provided,  however,  that any Defeasance  under this A Note must
occur  simultaneously  with  the  Defeasance  of the B Note.  This A Note may be
prepaid in whole but not in part without  premium or penalty on any Payment Date
occurring on or after the Optional  Prepayment  Determination  Date provided (i)
written notice of such prepayment is received by Payee not more than ninety (90)
days and not less than  thirty  (30) days prior to the date of such  prepayment,
and (ii) such  prepayment  is  accompanied  by all  interest  accrued  hereunder
through  and  including  the  date of such  prepayment  and all  other  sums due
hereunder  or under  the  other  Loan  Documents.  If,  upon any such  permitted
prepayment  on any Payment Date  occurring  on or after the Optional  Prepayment
Determination  Date,  the  aforesaid  prior  written  notice has not been timely
received by Payee, there shall be due a prepayment fee equal to, an amount equal
to the lesser of (i) thirty (30) days' interest computed at the Note Rate on the
outstanding  principal  balance  of this A Note so  prepaid  and  (ii)  interest
computed at the Note Rate on the outstanding principal balance of this A Note so
prepaid  that would have been payable for the period from,  and  including,  the
date of prepayment  through the Maturity Date, or the Extended Maturity Date, as
the case may be, of this A Note as though such prepayment had not occurred.

            (b) If, prior to the fourth (4th)  anniversary  of the First Payment
Date (the "LOCKOUT EXPIRATION DATE"), the indebtedness  evidenced by this A Note
shall have been declared due and payable by Payee pursuant to Article III hereof
or the provisions of any other Loan Document due to a default by Maker, then, in
addition to the indebtedness  evidenced by this A Note being immediately due and
payable,  and subject at all times to the last  sentence of this Section  1.6(b)
and to Section 4.4, there shall also then be  immediately  due and payable a sum
equal to the interest which would have accrued on the principal  balance of this
Note  at the  Note  Rate  from  the  date of such  acceleration  to the  Lockout
Expiration Date,  together with a prepayment fee in an amount equal to the Yield
Maintenance Premium (as hereinafter defined) based on the entire indebtedness on
the date of such  acceleration.  If such  acceleration  is on or  following  the
Lockout  Expiration  Date,  the Yield  Maintenance  Premium  shall  also then be
immediately   due  and  payable  as  though  Maker  were  prepaying  the  entire
indebtedness  on the  date of such  acceleration.  In  addition  to the  amounts
described in the two preceding sentences,  in the event of any such acceleration
or tender of payment of such  indebtedness  occurs or is made on or prior to the
first  (1st)  anniversary  of the date of this  Note,  there  shall also then be
immediately  due and payable an additional  prepayment fee of three percent (3%)
of the principal  balance of this A Note. The term "YIELD  MAINTENANCE  PREMIUM"
shall  mean an amount  equal to the  greater  of (A) two  percent  (2.0%) of the
principal  amount  being  prepaid,  and (B) the  present  value of a  series  of
payments each equal to the Payment  Differential  (as  hereinafter  defined) and
payable on each Payment Date over the remaining original term of this A Note and
on the Maturity  Date,  discounted  at the  Reinvestment  Yield (as  hereinafter
defined) for the number of months remaining as of the date of such prepayment to
each such Payment Date and the Maturity  Date.  The term "PAYMENT  DIFFERENTIAL"
shall  mean an amount  equal to (i) the Note Rate less the  Reinvestment  Yield,
divided  by  (ii)  twelve  (12)  and  multiplied  by  (iii)  the  principal  sum
outstanding  under this A Note after application of the constant monthly payment
due under this A Note on the date of such prepayment,  provided that the Payment
Differential shall in no event be less than zero. The term "REINVESTMENT  YIELD"
shall mean an amount  equal to the lesser of (i) the yield on the U.S.  Treasury
issue (primary issue) with a maturity date closest to the Maturity Date, or (ii)
the yield on the U.S.  Treasury issue  (primary  issue) with a term equal to the
remaining  average life of the indebtedness  evidenced by this A Note, with each
such yield being based on the bid price for such issue as  published in the Wall
Street  Journal on the date that is fourteen (14) days prior to the date of such
prepayment  (or,  if such bid  price is not  published  on that  date,  the next
preceding  date on which  such bid price is so  published)  and  converted  to a
monthly  compounded  nominal yield.  In the event that any prepayment fee is due
hereunder, Payee shall deliver to Maker a statement setting forth the amount and
determination of the prepayment fee, and, provided that Payee shall have in good
faith  applied the formula  described  above,  Maker shall not have the right to
challenge the  calculation  or the method of  calculation  set forth in any such
statement in the absence of manifest  error,  which  calculation  may be made by
Payee on any day during the fifteen (15) day period  preceding  the date of such
prepayment. Payee shall not be obligated or required to have actually reinvested
the  prepaid  principal  balance at the  Reinvestment  Yield or  otherwise  as a
condition to receiving  the  prepayment  fee. All sums and fees payable to Payee
provided  for in this  Section  1.6(b) are subject to  reduction,  if and to the
extent  characterized  as interest under  applicable law, by the amount (if any)
which would cause interest under this A Note to exceed the Maximum Lawful Rate.

            (c)  Partial  or  full  prepayments  of  this  A Note  shall  not be
permitted,  except  for  partial  or full  prepayments  resulting  from  Payee's
election to apply insurance or  condemnation  proceeds to reduce the outstanding
principal  balance of this A Note as provided  in the  Security  Instrument,  in
which event no  prepayment  fee or premium  shall be due unless,  at the time of
either Payee's  receipt of such proceeds or the  application of such proceeds to
the  outstanding  principal  balance of this A Note, an Event of Default,  or an
event which,  with notice or the passage of time, or both,  would  constitute an
Event of  Default,  shall have  occurred,  which  default or Event of Default is
unrelated  to the  applicable  casualty  or  condemnation,  in which  event  the
applicable  prepayment  fee or premium  shall be due and payable  based upon the
amount of the  prepayment.  No notice of prepayment  shall be required under the
circumstances  specified in the preceding  sentence.  No principal amount repaid
may be reborrowed. Any such partial prepayments of principal shall be applied to
the unpaid principal  balance  evidenced  hereby but such application  shall not
reduce the amount of the fixed monthly installments required to be paid pursuant
to Section 1.3 above.  Except as otherwise  expressly  provided in this Section,
the  prepayment  fees  provided  above shall be due, to the extent  permitted by
applicable law, under any and all circumstances where all or any portion of this
A Note is paid prior to the Maturity Date,  whether such prepayment is voluntary
or involuntary,  including,  without limitation, if such prepayment results from
Payee's  exercise of its rights upon  Maker's  default and  acceleration  of the
Maturity Date of this A Note  (irrespective of whether  foreclosure  proceedings
have been  commenced),  and shall be in addition to any other sums due hereunder
or under any of the other Loan  Documents.  No tender of a prepayment  of this A
Note with  respect to which a prepayment  fee is due shall be  effective  unless
such prepayment is accompanied by the applicable prepayment fee.


                                       2
<PAGE>

            Any  voluntary  prepayment or defeasance of the A Loan or the B Loan
must occur concurrently with the voluntary prepayment or defeasance of the other
Loan.  Unless  there  is a  continuing  Event  of  Default,  there  shall  be no
prepayment penalty or premium for prepayment resulting from application of title
insurance, casualty insurance or condemnation proceeds or awards.

            (d) (i) On any Payment  Date on or after the earlier to occur of (x)
the  Lockout  Expiration  Date,  and  (y)  the  later  to  occur  of (A) the day
immediately  following the date which is two (2) years after the "startup  day,"
within the meaning of Section 860G(a) (9) of the Internal  Revenue Code of 1986,
as amended from time to time or any successor  statute (the "CODE"),  of a "real
estate mortgage  investment  conduit," within the meaning of Section 860D of the
Code (a  "REMIC  TRUST"),  that  holds  this A Note and (B) the day  immediately
following  the date which is two (2) years after the "startup  day",  within the
meaning of Section 860G(a)(9) of the Code, of a "real estate mortgage investment
conduit," within the meaning of Section 860D of the Code, that holds the B Note,
and  provided no Event of Default  has  occurred  hereunder  or under any of the
other Loan Documents,  at Maker's  option,  Payee shall cause the release of the
Security  Property from the lien of the Security  Instrument  and the other Loan
Documents (a "DEFEASANCE") upon the satisfaction of the following conditions:

                  (A) Maker  shall give not more than  ninety (90) days' or less
            than sixty (60) days' prior written  notice to Payee  specifying the
            date  Maker  intends  for  the  Defeasance  to be  consummated  (the
            "RELEASE DATE"), which date shall be a Payment Date.

                  (B) All  accrued  and unpaid  interest  and all other sums due
            under  this A Note and  under  the other  Loan  Documents  up to and
            including  the Release Date shall be paid in full on or prior to the
            Release Date.

                  (C) Maker  shall  deliver to Payee on or prior to the  Release
            Date:

                  (1)   a sum of  money  in  immediately  available  funds  (the
                        "DEFEASANCE DEPOSIT") equal to the outstanding principal
                        balance  of this A Note plus an  amount,  if any,  which
                        together with the outstanding  principal balance of this
                        A Note, shall be sufficient to enable Payee to purchase,
                        through  means  and  sources  customarily  employed  and
                        available  to  Payee,  for the  account  of  Maker,  (x)
                        direct,  non-callable,  fixed  rate  obligations  of the
                        United States of America or (y) non-callable, fixed rate
                        obligations,  other than U.S. Treasury Obligations, that
                        are  "government   securities"  within  the  meaning  of
                        Section 2(a)(16) of the Investment  Company Act of 1940,
                        as amended,  that  provide for  payments  prior,  but as
                        close as possible,  to all  successive  monthly  Payment
                        Dates  occurring  after  the  Release  Date  and  to the
                        Maturity Date,  with each such payment being equal to or
                        greater than the amount of the corresponding installment
                        of principal  and/or interest  required to be paid under
                        this A Note (including,  but not limited to, all amounts
                        due on the  Maturity  Date) for the  balance of the term
                        hereof  (the  "DEFEASANCE  COLLATERAL"),  each of  which
                        shall be duly endorsed by the holder thereof as directed
                        by Payee  or  accompanied  by a  written  instrument  of
                        transfer in form and substance  satisfactory to Payee in
                        its sole discretion (including, without limitation, such
                        instruments   as  may  be  required  by  the  depository
                        institution   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)  the  first   priority   security
                        interest in the Defeasance  Collateral in favor of Payee
                        in conformity with all applicable state and federal laws
                        governing granting of such security interests;

                  (2)   a pledge and security  agreement,  in form and substance
                        satisfactory   to  Payee,   creating  a  first  priority
                        security  interest  in favor of Payee in the  Defeasance
                        Collateral (the "DEFEASANCE SECURITY AGREEMENT");

                  (3)   a  certificate  of  Maker  certifying  that  all  of the
                        requirements set forth in this subsection 1.6(d)(i) have
                        been satisfied;

                  (4)   one or more  opinions  of counsel  for Maker in form and
                        substance  and  delivered  by  counsel  which  would  be
                        satisfactory to Payee stating,  among other things, that
                        (i)  Payee  has  a  perfected  first  priority  security
                        interest  in the  Defeasance  Collateral  and  that  the
                        Defeasance  Security  Agreement is  enforceable  against
                        Maker in accordance with its terms, (ii) in the event of
                        a  bankruptcy  proceeding  or  similar  occurrence  with
                        respect to Maker, none of the Defeasance  Collateral nor
                        any proceeds  thereof will be property of Maker's estate
                        under  Section  541  of the  U.S.  Bankruptcy  Code,  as
                        amended,  or  any  similar  statute  and  the  grant  of
                        security  interest therein to Payee shall not constitute
                        an avoidable  preference  under  Section 547 of the U.S.
                        Bankruptcy  Code, as amended,  or applicable  state law,
                        (iii) the release of the lien of the Security Instrument
                        and  the  pledge  of  Defeasance   Collateral  will  not
                        directly  or  indirectly  result  in or cause  any REMIC
                        Trust that then  holds  this A Note to fail to  maintain
                        its status as a REMIC Trust and (iv) the defeasance will
                        not cause any REMIC Trust to be an "investment  company"
                        under the Investment Company Act of 1940;


                                       3
<PAGE>

                  (5)   evidence in writing from any  applicable  Rating  Agency
                        (as defined in the  Security  Instrument)  to the effect
                        that the  Defeasance  will not result in a  downgrading,
                        withdrawal or qualification of the respective ratings in
                        effect  immediately  prior  to such  Defeasance  for any
                        Securities (as hereinafter defined) issued in connection
                        with the  securitization  which  are  then  outstanding;
                        provided,  however,  no  evidence  from a Rating  Agency
                        shall  be  required  if this A Note  does  not  meet the
                        then-current review requirements of such Rating Agency;

                  (6)   a certificate  in form and scope  acceptable to Payee in
                        its  sole  discretion  from  an  acceptable  independent
                        accountant  certifying  that the  Defeasance  Collateral
                        will generate amounts sufficient to make all payments of
                        principal and interest due under this A Note  (including
                        the  scheduled  outstanding  principal  balance of the A
                        Loan due on the Maturity Date);

                  (7)   Maker  and  any   guarantor  or  indemnitor  of  Maker's
                        obligations under the Loan Documents for which Maker has
                        personal  liability  executes and delivers to Payee such
                        documents  and  agreements  as  Payee  shall  reasonably
                        require to evidence and effectuate the  ratification  of
                        such  personal  liability  and  guaranty  or  indemnity,
                        respectively;

                  (8)   such other  certificates,  documents or  instruments  as
                        Payee may reasonably require; and

                  (9)   payment  of  all  fees,  costs,   expenses  and  charges
                        incurred by Payee in connection  with the  Defeasance of
                        the Security Property and the purchase of the Defeasance
                        Collateral,    including,    without   limitation,   all
                        reasonable legal fees and costs and expenses incurred by
                        Payee or its agents in  connection  with  release of the
                        Security  Property,  review of the  proposed  Defeasance
                        Collateral and  preparation  of the Defeasance  Security
                        Agreement  and  related   documentation,   any  revenue,
                        documentary,  stamp,  intangible or other taxes, charges
                        or fees due in  connection  with transfer of the A Note,
                        assumption of the A Note, or  substitution of collateral
                        for the Security Property shall be paid on or before the
                        Release Date. Without limiting Maker's  obligations with
                        respect  thereto,  Payee shall be entitled to deduct all
                        such  fees,   costs,   expenses  and  charges  from  the
                        Defeasance  Deposit to the extent of any  portion of the
                        Defeasance Deposit which exceeds the amount necessary to
                        purchase the Defeasance Collateral.

                  (D) In connection  with the Defeasance  Deposit,  Maker hereby
            authorizes and directs Payee using the means and sources customarily
            employed  and  available to Payee to use the  Defeasance  Deposit to
            purchase  for  the  account  of  Maker  the  Defeasance  Collateral.
            Furthermore,  the Defeasance  Collateral shall be arranged such that
            payments  received  from such  Defeasance  Collateral  shall be paid
            directly  to Payee to be applied on account of the  indebtedness  of
            this A Note.  Any part of the  Defeasance  Deposit  in excess of the
            amount  necessary to purchase the  Defeasance  Collateral and to pay
            the other and  related  costs Maker is  obligated  to pay under this
            Section 1.6 shall be refunded to Maker.

                  (E)  The  Defeasance  of  the  A  Loan  must  occur  with  the
            simultaneous  Defeasance  of the B Loan subject to and in accordance
            with the terms of each such Loan.

                  (F) The following  conditions  shall be satisfied with respect
            to that certain loan (Loan No. 50-2852180) in the original principal
            amount of  $11,280,000.00  by Payee to CLF DEA  Birmingham  LLC (the
            "DEA  LOAN")  and that  certain  loan (Loan No.  50-2852181)  in the
            original  principal  amount  of  $18,800,000.00  by Payee to CLF FBI
            Birmingham LLC (the "FBI LOAN"):

                  (1)   The  United   States  of   America  or  another   tenant
                        reasonably  acceptable to Payee having an unsecured debt
                        rating  of at least  BBB by  Standard  & Poor's  Ratings
                        Group and Baa2 by Moody's Investors Service,  Inc. shall
                        be in occupancy and paying unabated rent;

                  (2)   After the partial defeasance described in subsection (4)
                        below, the loan to value ratio shall be no more than 75%
                        and the debt  service  coverage  ratio  shall be no less
                        than  1.25:1.00,  as  determined  by  Payee  in  Payee's
                        reasonable discretion;

                  (3)   Twenty-five   percent  (25%)  of  the   then-outstanding
                        principal balance of the Promissory Notes evidencing the
                        DEA  Loan  and  the  FBI  Loan  shall  be   defeased  in
                        accordance with Section 1.6(e) and Section 1.6(f) of the
                        Promissory  Note  evidencing  the DEA  Loan  and the FBI
                        Loan.

                  (4)   No event of default shall have  occurred  under the loan
                        documents  evidencing  the DEA Loan and the FBI Loan and
                        remain uncured.

            (ii) Upon compliance with the requirements of subsection  1.6(d)(i),
      the  Security  Property  shall be released  from the lien of the  Security
      Instrument and the other Loan  Documents,  and the  Defeasance  Collateral
      shall  constitute  collateral which shall secure this A Note and all other
      obligations  under the Loan  Documents.  Payee will,  at Maker's  expense,
      execute  and  deliver  any  agreements  reasonably  requested  by Maker to
      release the lien of the Security Instrument from the Security Property.


                                       4
<PAGE>

            (iii) Upon the release of the Security  Property in accordance  with
      this Section  1.6(d),  Maker shall assign all its  obligations  and rights
      under this A Note, together with the pledged Defeasance  Collateral,  to a
      newly created  successor  entity which  complies with the terms of Section
      2.29 of the Security Instrument  designated by Maker and approved by Payee
      in its sole discretion.  Such successor entity shall execute an assumption
      agreement  in  form  and  substance  satisfactory  to  Payee  in its  sole
      discretion  pursuant to which it shall assume  Maker's  obligations  under
      this A Note and the Defeasance Security  Agreement.  As conditions to such
      assignment and assumption,  Maker shall (x) deliver to Payee an opinion of
      counsel  in form  and  substance  satisfactory  to a  prudent  lender  and
      delivered by counsel satisfactory to a prudent lender stating, among other
      things,  that such assumption  agreement is enforceable  against Maker and
      such  successor  entity in accordance  with its terms and that this A Note
      and the  Defeasance  Security  Agreement  as so assumed,  are  enforceable
      against such successor entity in accordance with their  respective  terms,
      and (y) pay all costs and expenses  (including,  but not limited to, legal
      fees) incurred by Payee or its agents in connection  with such  assignment
      and assumption (including,  without limitation, the review of the proposed
      transferee and the  preparation  of the  assumption  agreement and related
      documentation).  Upon such  assumption,  Maker  shall be  relieved  of its
      obligations  hereunder,  under  the other  Loan  Documents  other  than as
      specified  in  Section  1.6(d)(i)(C)(7)  above and  under  the  Defeasance
      Security Agreement (or other Defeasance document).

            (e) (i) In connection with the Defeasance of the DEA Loan or the FBI
            Loan,  provided no Event of Default  shall have  occurred and remain
            uncured, Maker shall have the right at any time after the earlier to
            occur  of (x)  four (4)  years  following  the  first  Payment  Date
            hereunder,  and (y) the day immediately  following the date which is
            two (2) years after the "startup day," within the meaning of Section
            860G(a) (9) of the Code of a REMIC Trust,  that holds this A Note to
            voluntarily    defease    twenty-five    percent    (25%)   of   the
            then-outstanding principal balance of this A Note by providing Payee
            with the  Partial  Defeasance  Collateral  (hereinafter,  a "Partial
            Defeasance  Event") upon  satisfaction  of the following  conditions
            precedent:

                        (A) Maker shall provide  Payee not less than  forty-five
                  (45) (but not more than ninety (90)) days notice (or a shorter
                  period of time if permitted  by Payee in its sole  discretion)
                  specifying a date (the "Partial Defeasance Date") on which the
                  Partial Defeasance Event is to occur.

                        (B)  Maker  shall  pay to  Payee  (x)  all  payments  of
                  principal  and interest due on the A Loan to and including the
                  Partial  Defeasance Date and (y) all other sums then due under
                  this A  Note,  the  Security  Instrument  and the  other  Loan
                  Documents;

                        (C)  Maker  shall   deposit   the   Partial   Defeasance
                  Collateral   (hereinafter   defined)   into   the   Defeasance
                  Collateral Account and otherwise comply with the provisions of
                  Section 1.6(f) hereof;

                        (D)  Payee  shall  prepare,  at  Maker's  sole  cost and
                  expense,  all necessary documents to modify, amend and restate
                  the A Note and issue two substitute  notes,  one note having a
                  principal  balance equal to  twenty-five  percent (25%) of the
                  then-outstanding   principal  balance  of  this  A  Note  (the
                  "Defeased  Note"),  and the  other  note  having  a  principal
                  balance  equal to the excess of (x) the unpaid  balance of the
                  original  principal  amount of the A Loan, over (y) the amount
                  of the Defeased  Note (the  "Undefeased  Note").  The Defeased
                  Note and Undefeased  Note shall have identical terms as this A
                  Note except for the  principal  balance;  and,  in  connection
                  therewith,  the amount due on each Payment Date and the amount
                  of each such payment applied to principal  thereafter shall be
                  divided  between the Defeased Note and the Undefeased  Note in
                  the same proportion as the unpaid  principal  balance (in each
                  case immediately  after the Partial  Defeasance  Event) of the
                  Defeased  Note and the  Undefeased  Note,  as the case may be,
                  bears  to  the  aggregate  principal  balance  due  under  the
                  Defeased Note and the Undefeased  Note  immediately  after the
                  Partial Defeasance Event. The Defeased Note and the Undefeased
                  Note shall be cross defaulted and cross collateralized  unless
                  the  Rating  Agencies  shall  require  otherwise  or  unless a
                  successor  entity  that  is  not  an  Affiliate  of  Maker  is
                  established pursuant to Section 1.6(d)(iii) hereof. A Defeased
                  Note may not be the subject of any further defeasance;

                        (E)  Maker   shall   execute  and  deliver  to  Payee  a
                  Defeasance  Security  Agreement  in respect of the  Defeasance
                  Collateral Account and the Partial Defeasance Collateral;

                        (F) Maker  shall  deliver to Payee an opinion of counsel
                  for Maker that is standard in commercial lending  transactions
                  and subject only to customary qualifications,  assumptions and
                  exceptions  opining,  among other things, that (1) Payee has a
                  perfected  first  priority  security  interest  in the Partial
                  Defeasance  Collateral and the Defeasance  Collateral  Account
                  and that the  Defeasance  Security  Agreement  is  enforceable
                  against Maker in accordance  with its terms,  (2) in the event
                  of a bankruptcy  proceeding or similar occurrence with respect
                  to Maker,  none of the Partial  Defeasance  Collateral nor any
                  proceeds  thereof  will be  property of Maker's  estate  under
                  Section 541 of the U.S. Bankruptcy Code or any similar statute
                  and the grant of security  interest therein to Payee shall not
                  constitute  an avoidable  preference  under Section 547 of the
                  U.S.  Bankruptcy Code or applicable  state law, (3) the pledge
                  of the  Partial  Defeasance  Collateral  will not  directly or
                  indirectly  result in or cause any REMIC Trust that then holds
                  the Note to fail to maintain its status as a REMIC Trust,  and
                  (4) the  defeasance  will not cause  any REMIC  Trust to be an
                  "investment company" under the Investment Company Act of 1940;


                                       5
<PAGE>

                        (G)  Maker  shall   deliver  to  Payee  a   No-Downgrade
                  Confirmation   (as  that  term  is  defined  in  the  Security
                  Instrument) with respect to such partial defeasance;

                        (H) Maker shall deliver to Payee a  certificate  in form
                  and scope  acceptable to Payee in its sole  discretion from an
                  accountant  which would be acceptable to a reasonably  prudent
                  payee certifying that the Defeasance  Collateral will generate
                  amounts  sufficient  to make all  payments  of  principal  and
                  interest  due  under  this A  Note  (including  the  scheduled
                  outstanding  principal  balance  of  the A  Loan  due  on  the
                  Maturity Date);

                        (I) Maker  shall pay all  costs  and  expenses  of Payee
                  incurred  in  connection  with the Partial  Defeasance  Event,
                  including Payee's reasonable attorneys' fees and expenses.

            No portion of the Security  Property shall be released in connection
      with such partial defeasance.

            (ii) [Reserved].

            (iii) Upon  compliance with the  requirements of Section  1.6(e)(i),
      the Partial Defeasance  Collateral shall constitute collateral which shall
      secure  the  Defeased  Note  and all  other  obligations  under  the  Loan
      Documents.

            (iv) Upon the  completion  of such partial  defeasance in accordance
      with this  Section,  Maker may elect to  assign,  or at  Payee's  sole and
      absolute  discretion,  Payee  may  require  Maker  to  assign,  all of its
      obligations and rights under the Defeased Note,  together with the pledged
      Partial Defeasance Collateral,  to a successor Maker. Such successor Maker
      shall execute an assignment and assumption agreement in form and substance
      satisfactory  to Payee in its sole and  absolute  discretion  pursuant  to
      which it shall assume Maker's  obligations under the Defeased Note and the
      Defeasance  Security  Agreement.  As  conditions  to such  assignment  and
      assumption,  Maker  shall (A)  deliver  to Payee one or more  opinions  of
      counsel in form and  substance  and  delivered  by counsel  which would be
      satisfactory  to a prudent payee  stating,  among other things,  that such
      assignment and assumption  agreement is enforceable  against Maker and the
      successor  Maker in accordance  with its terms and that the Defeased Note,
      the  Defeasance  Security  Agreement and the other Loan  Documents,  as so
      assigned and  assumed,  are  enforceable  against the  successor  Maker in
      accordance with their respective  terms, and opining to such other matters
      relating to successor Maker and its organizational  structure as Payee may
      require, and (B) pay all fees, costs and expenses incurred by Payee or its
      agents in  connection  with such  assignment  and  assumption  (including,
      without  limitation,  legal  fees and  expenses  and for the review of the
      proposed  transferee and the  preparation of the assignment and assumption
      agreement and related certificates, documents and instruments and any fees
      payable to any Rating  Agencies and their counsel in  connection  with the
      issuance of the confirmation  referred to in subsection  (e)(i)(G) above).
      Upon such  assignment  and  assumption,  Maker  shall be  relieved  of its
      obligations  hereunder,  under the Defeased Note and under the  Defeasance
      Security Agreement.

            (f) On or before the date on which  Maker  delivers  the  Defeasance
      Collateral  or  Partial  Defeasance  Collateral,  Maker  shall open at any
      institution  which would be  acceptable  to a prudent  payee acting in its
      reasonable  discretion the defeasance  collateral account (the "Defeasance
      Collateral Account"). The Defeasance Collateral Account shall contain only
      (i) Defeasance Collateral or Partial Defeasance Collateral,  and (ii) cash
      from interest and principal paid on the  Defeasance  Collateral or Partial
      Defeasance Collateral.  All cash from interest and principal payments paid
      on the Defeasance  Collateral or Partial  Defeasance  Collateral  shall be
      paid over to Payee on each  scheduled  payment  date and applied  first to
      accrued and unpaid  interest and then to principal.  Maker shall cause the
      institution  at which the  Defeasance  Collateral  or  Partial  Defeasance
      Collateral  is  deposited  to enter an  agreement  with  Maker and  Payee,
      satisfactory  to Payee  in its sole  discretion,  pursuant  to which  such
      institution  shall agree to hold and distribute the Defeasance  Collateral
      or Partial Defeasance Collateral in accordance with this A Note. The Maker
      or Successor  Maker,  as applicable,  shall be the owner of the Defeasance
      Collateral  Account and shall report all income  accrued on the Defeasance
      Collateral or Partial Defeasance  Collateral for federal,  state and local
      income tax purposes in its income tax return.  Maker shall prepay all cost
      and  expenses  associated  with  opening and  maintaining  the  Defeasance
      Collateral Account.  Payee shall not in any way be liable by reason of any
      insufficiency in the Defeasance Collateral Account.

            (g) For purposes herein,  "Partial Defeasance Collateral" shall mean
      direct  non-callable  obligations of the United States of America or other
      obligations  which are  "government  securities"  within  the  meaning  of
      Section 2(a)(16) of the Investment  Company Act of 1940, to the extent the
      applicable  Rating Agencies rating the Secondary  Market  Transaction have
      confirmed  in writing  that such  obligations  will not cause a downgrade,
      withdrawal or qualification of the initial, or, if higher, then applicable
      ratings of the Secondary  Market  Transaction,  that provide for (i) on or
      prior to,  but as close as  possible  to,  the  Business  Day  immediately
      preceding all scheduled  payments dates and, under the Defeased Note after
      the Partial Defeasance Date and up to and including the Maturity Date, and
      (ii) in amounts equal to or greater than the scheduled defeasance payments
      relating to such scheduled payment dates.

      1.7.  Security.  The  indebtedness  evidenced  by  this  A  Note  and  the
obligations created hereby are secured by, among other things, that certain Deed
of Trust, Security Agreement and Fixture Filing (the "SECURITY INSTRUMENT") from
Maker for the  benefit  of  Payee,  dated of even date  herewith,  covering  the
Security Property.  The Security  Instrument,  together with this A Note and all
other  documents to or of which Payee is a party or beneficiary now or hereafter
evidencing,  securing,  guarantying,  modifying  or  otherwise  relating  to the
indebtedness  evidenced hereby, are herein referred to collectively as the "LOAN
DOCUMENTS".  All  of  the  terms  and  provisions  of  the  Loan  Documents  are
incorporated herein by reference. Some of the Loan Documents are to be filed for
record on or about the date hereof in the appropriate public records.


                                       6
<PAGE>

         ARTICLE II. - OPTIONAL PREPAYMENT DATE/TRIGGER EVENT PROVISIONS

      2.1. Optional  Prepayment Date;  Trigger Event. The following  subsections
shall apply from and after July 11, 2015 (the "OPTIONAL PREPAYMENT DETERMINATION
DATE")  and,  to the  extent  set forth in that  certain  Lock-Box  Account  and
Security  Agreement of even date herewith between Maker and Payee (the "LOCK-BOX
AGREEMENT"), after the occurrence of a Trigger Event (as defined in the Lock-Box
Agreement):

            (a)  Except  as  hereinafter  set  forth in  subsection  (e) of this
Section 2.1,  Maker shall be obligated to pay, and Payee shall  collect from the
Lock-Box  Account (as defined in the Lock-Box  Agreement) to the extent of funds
on  deposit  in such  account,  on each  Payment  Date  following  the  Optional
Prepayment  Determination  Date the  following  payments in the listed  order of
priority:

            (i) First,  the  payment  of the amount set forth in Section  1.3 of
            this A Note  (the  "MONTHLY  DEBT  SERVICE  PAYMENT  AMOUNT")  to be
            applied  first to the  payment of  interest  computed at the Initial
            Interest  Rate with the  remainder  applied to the  reduction of the
            outstanding principal balance of this A Note;

            (ii)  Second,  payments to the  Reserves (as defined in the Security
            Instrument)  in  accordance  with the  terms and  conditions  of the
            Security Instrument;

            (iii)  Third,  payments  to the  deposit  bank  selected by Payee to
            maintain the Lock-Box Account (the "DEPOSIT BANK") for any customary
            fees charged in accordance with the Lock-Box Agreement;

            (iv)  Fourth,  payments for monthly  Cash  Expenses (as  hereinafter
            defined),  less  management  fees  payable to  affiliates  of Maker,
            pursuant to the terms and conditions of the related  Approved Annual
            Budget (as hereinafter defined);

            (v)  Fifth,  payment  for  Extraordinary  Expenses  (as  hereinafter
            defined) approved by Payee, if any;

            (vi)  Sixth,  payments  of any  other  amounts  due  under  the Loan
            Documents; and

            (vii)  Lastly,  any excess  amounts  shall  remain on deposit in the
            Lock-Box Account.

            (b)  For  the  calendar  year  in  which  the  Optional   Prepayment
Determination  Date or any  Trigger  Event  occurs  and for each  calendar  year
thereafter,  Maker shall submit to Payee for Payee's written  approval an annual
budget  (an  "Annual  Budget")  not  later  than  (i)  the  Optional  Prepayment
Determination Date or the first Payment Date after the date on which any Trigger
Event   occurs  for  the  calendar   year  in  which  the  Optional   Prepayment
Determination Date or any Trigger Event occurs and (ii) sixty (60) days prior to
the commencement of each calendar year thereafter, in form satisfactory to Payee
setting forth in reasonable detail budgeted monthly operating income and monthly
operating  capital and other  expenses  for the Security  Property.  Each Annual
Budget shall contain, among other things,  limitations on management fees, third
party service fees and other expenses as Maker may reasonably  determine.  Payee
shall have the right to approve  such Annual  Budget and in the event that Payee
objects to the proposed  Annual  Budget  submitted by Maker,  Payee shall advise
Maker of such  objections  within  fifteen (15) days after receipt  thereof (and
deliver to Maker a reasonably detailed description of such objections) and Maker
shall,  within  three (3) days after  receipt of notice of any such  objections,
revise such Annual  Budget and  resubmit  the same to Payee.  Payee shall advise
Maker of any objections to such revised Annual Budget within ten (10) days after
receipt thereof (and deliver to Maker a reasonably detailed  description of such
objections)  and Maker  shall  revise the same in  accordance  with the  process
described in this  subsection  until Payee approves an Annual Budget,  provided,
however,  that if Payee shall not advise Maker of its objections to any proposed
Annual Budget within the  applicable  time period set forth in this  subsection,
then such proposed  Annual Budget shall be deemed  approved by Payee.  Each such
Annual  Budget   approved  by  Payee  in  accordance  with  terms  hereof  shall
hereinafter be referred to as an "Approved  Annual Budget." Until such time that
Payee  approves a proposed  Annual  Budget,  the most recently  Approved  Annual
Budget shall apply; provided, that such Approved Annual Budget shall be adjusted
to reflect  actual  increases  in real  estate  taxes,  insurance  premiums  and
utilities expenses.

            (c) In the event that Maker  must incur an  extraordinary  operating
expense or  capital  expense  not set forth in the  Approved  Annual  Budget (as
defined in the Security  Instrument)  or allotted for in any Reserve  (each,  an
"EXTRAORDINARY   EXPENSE"),  then  Maker  shall  promptly  deliver  to  Payee  a
reasonably  detailed  explanation  of such  proposed  Extraordinary  Expense for
Payee's approval.

            (d) For the purposes of this A Note, "CASH EXPENSES" shall mean, for
any period,  the operating  expenses for the operation  and  maintenance  of the
Security  Property as set forth in an Approved  Annual Budget to the extent that
such  expenses are actually  incurred by Maker  excluding  payments into the any
Reserve, or which shall be paid for out of, any Reserve.

            (e) Notwithstanding the other provisions of this Section 2.1, in the
event that, prior to the Optional Prepayment  Determination Date, Maker delivers
to Payee either (i) a written commitment (the  "COMMITMENT")for  the refinancing
of the loan evidenced by this A Note from a Qualified  Institutional  Lender (as
hereinafter  defined),  which  reasonably  provides for the consummation of such
refinance  prior to the Optional  Prepayment Date or (ii) other evidence in form
and substance satisfactory to Payee in its sole determination of Maker's ability
to refinance the loan evidenced by this A Note prior to the Optional  Prepayment
Date,  then,  solely in either such  event,  and  provided no Trigger  Event has
occurred,  the terms of Section 2.1(a), (b), (c) and (d) of this A Note shall be
inoperative;  provided,  however, that upon (x) the failure of such refinance to
be  consummated  in  accordance  with the terms of the  Commitment or such other
evidence, as applicable, (y) the termination of the Commitment for any reason or
(z) any adverse change in circumstances  with respect to Maker or any principals
of Maker, the Security Property, the proposed lender or otherwise, as determined
by Payee in its sole  determination,  which,  in  Payee's  reasonable  judgment,
significantly decreases the likelihood of such refinance being consummated prior
to the Optional  Prepayment Date, the terms of Section 2.1(a),  (b), (c) and (d)
of this A Note shall  immediately  become operative and Maker shall  immediately
comply with any of the terms  thereof  which,  except for the  operation of this
subsection  (e),  Maker  would   theretofore  have  been  obligated  to  comply.
"QUALIFIED  INSTITUTIONAL  LENDER" shall mean a financial  institution  or other
lender with a long term credit rating which is not less than  investment  grade.
The  determination  of whether  the  conditions  set forth in clause (i) or (ii)
above,  shall be made and notice of such  determination  shall be  delivered  to
Maker,  within ten (10) business days following Payee's receipt of the items set
forth in such clauses.


                                       7
<PAGE>

      2.2.  Failure to Pay Prior to Optional  Prepayment Date. In the event that
Maker does not prepay the entire principal  balance of this A Note and any other
amounts  outstanding  under this A Note or any of the other Loan Documents on or
prior to the Optional Prepayment Date, the provisions of Section 2.1(b), (c) and
(d) as set forth above shall remain in full force and effect,  and the following
subsections also shall apply:

            (a) From and after the  Optional  Prepayment  Date,  interest  shall
accrue on the unpaid principal  balance from time to time outstanding under this
A Note at the Revised  Interest Rate.  Interest  accrued at the Revised Interest
Rate and not paid  pursuant to this  Section 2.2 shall be deferred  and added to
the  principal  balance of this A Note and shall earn  interest  at the  Revised
Interest Rate to the extent  permitted by applicable law (such accrued  interest
is hereinafter referred to as "ACCRUED  INTEREST").  All of the unpaid principal
balance of this A Note,  including,  without  limitation,  any Accrued Interest,
shall be due and payable on the Extended Maturity Date.

            (b) Maker shall be obligated  to pay,  and Payee shall  collect from
the Lock-Box  Account to the extent of funds on deposit in such account,  on the
Optional  Prepayment  Date and on the eleventh (11th) day of each calendar month
thereafter to and including  the Extended  Maturity Date the following  payments
from the funds on deposit in the Lock-Box Account received on or before such day
in the listed order of priority:

            (i) First, the payment of the Monthly Debt Service Payment Amount to
            be applied first to the payment of interest  computed at the Initial
            Interest  Rate with the  remainder  applied to the  reduction of the
            outstanding principal balance of this A Note;

            (ii) Second,  payments to the Reserves in accordance  with the terms
            and conditions of the Security Instrument;

            (iii) Third, payments to the Deposit Bank any customary fees charged
            in accordance with the Lock-Box Agreement;

            (iv) Fourth,  payments for monthly Cash  Expenses,  less  management
            fees  payable  to  affiliates  of Maker,  pursuant  to the terms and
            conditions of the related Approved Annual Budget;

            (v) Fifth, payment for Extraordinary  Expenses approved by Payee, if
            any;

            (vi)  Sixth,  payments  to Payee of the balance of the funds then on
            deposit  in the  Lock-Box  Account  to be  applied  to (x) any other
            amounts due under the Loan Documents,  (y) Accrued  Interest and (z)
            the reduction of the  outstanding  principal  balance of this A Note
            until such principal balance is paid in full in whatever  proportion
            and priority as Payee may determine.

            (c)  Nothing in this  Article II shall  limit,  reduce or  otherwise
affect Maker's  obligations to make payments of the Monthly Debt Service Payment
Amount, payments to the Reserves and payments of other amounts due hereunder and
under the other Loan Documents,  whether or not Rents and Profits (as defined in
the Security Instrument) are available to make such payments.

      2.3.  Trigger  Event.  In the event that any  Trigger  Event  occurs,  the
provisions of Section  2.1(b),  (c) and (d) as set forth above and the following
subsections shall apply:

            (a) Maker shall be obligated  to pay,  and Payee shall  collect from
the Lock-Box  Account to the extent of funds on deposit in such account,  on the
eleventh  (11th) day of each calendar  month  thereafter  until all amounts owed
under the Loan Documents are paid in full, the following payments from the funds
on deposit in the Lock-Box  Account received on or before such day in the listed
order of priority:

                  (i) First,  the payment of the Monthly  Debt  Service  Payment
            Amount to be applied  first to the payment of  interest  computed at
            the  Initial  Interest  Rate  with  the  remainder  applied  to  the
            reduction of the outstanding principal balance of this A Note;

                  (ii) Second,  payments to the Reserves in accordance  with the
            terms and conditions of the Security Instrument;

                  (iii) Third,  payments to the Deposit Bank any customary  fees
            charged in accordance with the Lock-Box Agreement;

                  (iv)  Fourth,   payments  for  monthly  Cash  Expenses,   less
            management  fees  payable to  affiliates  of Maker,  pursuant to the
            terms and conditions of the related Approved Annual Budget;

                  (v) Fifth,  payment  for  Extraordinary  Expenses  approved by
            Payee, if any.

                  Any  balance  in the  Lock-Box  Account  after  payment of the
            foregoing  shall be retained by Payee as additional  collateral  for
            the loan  evidenced by this Note until  released in accordance  with
            Section 3(b) of the Lock-Box Agreement.

            (b) Nothing in this  Section 2.3 shall  limit,  reduce or  otherwise
affect Maker's  obligations to make payments of the Monthly Debt Service Payment
Amount, payments to the Reserves and payments of other amounts due hereunder and
under the other Loan Documents, whether or not Rents (as defined in the Security
Instrument) are available to make such payments.


                                       8
<PAGE>

                             ARTICLE III. - DEFAULT

      3.1. Events of Default;  Cross Default.  (a) It is hereby expressly agreed
that  should any  default  occur in the  payment of  principal  or  interest  as
stipulated  above and such  payment is not made on the date such payment is due,
or should any other default not be cured within any  applicable  grace or notice
period occur under any other Loan Document,  then an event of default (an "EVENT
OF DEFAULT") shall exist hereunder, and in such event the indebtedness evidenced
hereby, including all sums advanced or accrued hereunder or under any other Loan
Document, and all unpaid interest accrued thereon, shall, at the option of Payee
and without notice to Maker, at once become due and payable and may be collected
forthwith,  whether  or not  there  has  been a prior  demand  for  payment  and
regardless of the stipulated date of maturity.

            (b) A default  or Event of Default  under any of the Loan  Documents
delivered in connection with either the A Loan or the B Loan (as the term "Event
of Default" is defined in the Security  Instrument) shall constitute an Event of
Default under the other Loan Documents  delivered in connection  with the A Loan
and/or the B Loan.

      3.2. Late Charges.  In the event that any payment is not received by Payee
on the date when due (subject to any applicable grace period), then, in addition
to any default interest payments due hereunder,  Maker shall also pay to Payee a
late  charge  in an  amount  equal to five  percent  (5%) of the  amount of such
overdue payment.

      3.3.  Default  Interest  Rate.  So long as any  Event  of  Default  exists
hereunder,  regardless of whether or not there has been an  acceleration  of the
indebtedness   evidenced  hereby,  and  at  all  times  after  maturity  of  the
indebtedness  evidenced hereby (whether by acceleration or otherwise),  interest
shall accrue on the outstanding  principal balance of this A Note, from the date
due until the date  credited,  at a rate per annum equal to four percent (4%) in
excess of the Note  Rate,  or, if such  increased  rate of  interest  may not be
collected  under  applicable  law, then at the Maximum Lawful Rate (the "DEFAULT
INTEREST RATE"), and such default interest shall be immediately due and payable.

      3.4. Maker's  Agreements.  Maker  acknowledges  that it would be extremely
difficult or  impracticable to determine  Payee's actual damages  resulting from
any late  payment or default,  and such late  charges and default  interest  are
reasonable  estimates  of those  damages and do not  constitute  a penalty.  The
remedies  of  Payee  in this A Note or in the  Loan  Documents,  or at law or in
equity,  shall  be  cumulative  and  concurrent,  and  may  be  pursued  singly,
successively or together, in Payee's discretion.

      3.5.  Maker to Pay  Costs.  In the  event  that  this A Note,  or any part
hereof, is collected by or through an  attorney-at-law,  Maker agrees to pay all
costs of collection, including, but not limited to, reasonable attorneys' fees.

      3.6.  Exculpation.  Notwithstanding  anything  in this A Note or the  Loan
Documents to the contrary,  but subject to the  qualifications  hereinbelow  set
forth, Payee agrees that:

            (a) Maker shall be liable upon the indebtedness evidenced hereby and
for the other  obligations  arising under the Loan  Documents to the full extent
(but only to the extent) of the security therefor, the same being all properties
(whether  real or  personal),  rights,  estates and interests now or at any time
hereafter  securing the payment of this A Note and/or the other  obligations  of
Maker under the Loan Documents (collectively, the "SECURITY PROPERTY");

            (b) if a default  occurs in the timely and proper  payment of all or
any part of such  indebtedness  evidenced  hereby or in the  timely  and  proper
performance  of the other  obligations  of Maker under the Loan  Documents,  any
judicial  proceedings  brought by Payee  against  Maker  shall be limited to the
preservation,  enforcement  and  foreclosure,  or any  thereof,  of  the  liens,
security titles, estates,  assignments,  rights and security interests now or at
any  time  hereafter  securing  the  payment  of this A Note  and/or  the  other
obligations of Maker under the Loan Documents,  and no attachment,  execution or
other  writ of  process  shall be  sought,  issued  or levied  upon any  assets,
properties  or funds of Maker  other than the  Security  Property,  except  with
respect to the liability described below in this section; and

            (c) in the event of a foreclosure  of such liens,  security  titles,
estates, assignments,  rights or security interests securing the payment of this
A Note  and/or  the other  obligations  of Maker  under the Loan  Documents,  no
judgment for any  deficiency  upon the  indebtedness  evidenced  hereby shall be
sought or obtained by Payee against Maker,  except with respect to the liability
described below in this section;  provided,  however, that,  notwithstanding the
foregoing provisions of this section, Maker shall be fully and personally liable
and subject to legal action (i) for proceeds paid under any  insurance  policies
(or paid as a result of any other claim or cause of action against any person or
entity) by reason of damage,  loss or  destruction  to all or any portion of the
Security Property,  to the full extent of such proceeds not previously delivered
to Payee,  but which,  under the terms of the Loan  Documents,  should have been
delivered to Payee,  (ii) for proceeds or awards resulting from the condemnation
or other  taking in lieu of  condemnation  of all or any portion of the Security
Property, to the full extent of such proceeds or awards not previously delivered
to Payee,  but which,  under the terms of the Loan  Documents,  should have been
delivered to Payee,  (iii) for all tenant security  deposits or other refundable
deposits  paid to or held by Maker or any other  person or entity in  connection
with leases of all or any portion of the Security Property which are not applied
in accordance with the terms of the applicable  lease or other  agreement,  (iv)
for rent and other  payments  received  from tenants  under leases of all or any
portion of the Security  Property  paid more than one (1) month in advance,  (v)
for rents,  issues,  profits and  revenues of all or any portion of the Security
Property received or applicable to a period after the occurrence of any Event of
Default or any event which,  with notice or the passage of time, or both,  would
constitute an Event of Default,  hereunder or under the Loan Documents which are
not  either  applied  to the  ordinary  and  necessary  expenses  of owning  and
operating the Security  Property or paid to Payee,  (vi) for waste  committed on
the  Security  Property,  damage  to the  Security  Property  as a result of the
intentional  misconduct or gross  negligence of Maker or any of its  principals,
officers,  general partners or members,  any guarantor,  any indemnitor,  or any
agent or  employee of any such  person,  or any removal of all or any portion of
the Security  Property in violation of the terms of the Loan  Documents,  to the
full  extent of the  losses or  damages  incurred  by Payee on  account  of such
occurrence,  (vii) for failure to pay any valid taxes,  assessments,  mechanic's
liens,  materialmen's  liens or other  liens  which  could  create  liens on any
portion of the Security Property which would be superior to the lien or security
title of the Security Instrument or the other Loan Documents, to the full extent
of the amount claimed by any such lien claimant except, with respect to any such
taxes or  assessments,  to the extent that funds have been  deposited with Payee
pursuant to the terms of the Security Instrument specifically for the applicable
taxes or assessments and not applied by Payee to pay such taxes and assessments,
(viii) for all  obligations  and  indemnities  of Maker under the Loan Documents
relating to  Hazardous  Substances  (as defined in the Security  Instrument)  or
radon or compliance with  environmental  laws and regulations to the full extent
of any losses or damages  (including those resulting from diminution in value of
any Security  Property)  incurred by Payee as a result of the  existence of such
hazardous or toxic  substances or radon or failure to comply with  environmental
laws or regulations,  and (ix) for fraud, material  misrepresentation or failure
to disclose a material fact by Maker or any of its principals, officers, general
partners or members,  any guarantor,  any  indemnitor or any agent,  employee or
other  person   authorized   or  apparently   authorized  to  make   statements,
representations  or  disclosures  on behalf of Maker,  any  principal,  officer,
general partner or member of Maker, any guarantor or any indemnitor, to the full
extent  of any  losses,  damages  and  expenses  of  Payee on  account  thereof.
References  herein to particular  sections of the Loan Documents shall be deemed
references  to such  sections  as  affected  by  other  provisions  of the  Loan
Documents  relating  thereto.  Nothing  contained in this  section  shall (1) be
deemed to be a release or  impairment  of the  indebtedness  evidenced by this A
Note or the other  obligations  of Maker under the Loan Documents or the lien of
the Loan  Documents  upon the  Security  Property,  or (2)  preclude  Payee from
foreclosing  the Loan  Documents in case of any default or from enforcing any of
the other  rights of Payee  except  as stated in this  section,  or (3) limit or
impair in any way  whatsoever  (A) the  Indemnity  and Guaranty  Agreement  (the
"INDEMNITY  AGREEMENT")  or  (B)  the  Environmental  Indemnity  Agreement  (the
"ENVIRONMENTAL  INDEMNITY  AGREEMENT"),  each of even date herewith executed and
delivered  in  connection  with  the  indebtedness  evidenced  by this A Note or
release, relieve, reduce, waive or impair in any way whatsoever,  any obligation
of  any  party  to  the  Indemnity  Agreement  or  the  Environmental  Indemnity
Agreement.


                                       9
<PAGE>

      Notwithstanding  the  foregoing,  the  agreement  of Payee  not to  pursue
recourse  liability  as set forth in this Section 3.6 SHALL BECOME NULL AND VOID
and shall be of no further  force and effect in the event of a default by Maker,
Indemnitor  (as defined in the  Security  Instrument)  or any  general  partner,
manager or managing member of Maker which is a Single-Purpose Entity (as defined
in the  Security  Instrument)  (if  any) of any of the  covenants  set  forth in
Section 2.9 or Section 2.29 of the Security Instrument (excluding,  however, the
covenants set forth in Sections 2.29(n) and (t)).

      Notwithstanding  anything  to the  contrary in this A Note,  the  Security
Instrument or any of the other Loan Documents, Payee shall not be deemed to have
waived any right which Payee may have under Section 506(a),  506(b),  1111(b) or
any other  provisions of the U.S.  Bankruptcy  Code to file a claim for the full
amount  of  the  indebtedness  evidenced  hereby  or  secured  by  the  Security
Instrument or any of the other Loan  Documents or to require that all collateral
shall  continue to secure all of the  indebtedness  owing to Payee in accordance
with this A Note, the Security Instrument and the other Loan Documents.

      All rights,  powers or remedies of  enforcement  available to Payee by the
terms of the Loan Documents may be exercised by Collateral Agent.

                        ARTICLE IV. - GENERAL CONDITIONS

      4.1.  No Waiver;  Amendment.  No failure to  accelerate  the  indebtedness
evidenced hereby by reason of default hereunder, acceptance of a partial or past
due payment,  or indulgences granted from time to time shall be construed (i) as
a novation of this A Note or as a reinstatement  of the  indebtedness  evidenced
hereby or as a waiver  of such  right of  acceleration  or of the right of Payee
thereafter  to insist upon strict  compliance  with the terms of this A Note, or
(ii) to prevent the  exercise of such right of  acceleration  or any other right
granted  hereunder or by any applicable  laws; and Maker hereby expressly waives
the benefit of any statute or rule of law or equity now  provided,  or which may
hereafter be provided,  which would produce a result  contrary to or in conflict
with the  foregoing.  No extension of the time for the payment of this A Note or
any installment due hereunder made by agreement with any person now or hereafter
liable  for the  payment of this A Note shall  operate  to  release,  discharge,
modify,  change or affect the  original  liability  of Maker  under this A Note,
either in whole or in part,  unless  Payee agrees  otherwise in writing.  This A
Note may not be changed  orally,  but only by an agreement in writing  signed by
the party  against  whom  enforcement  of any waiver,  change,  modification  or
discharge is sought.

      4.2.  Waivers.  Presentment  for  payment,  demand,  protest and notice of
demand, protest and nonpayment and all other notices are hereby waived by Maker.
Maker hereby further waives and  renounces,  to the fullest extent  permitted by
law, all rights to the benefits of any  moratorium,  reinstatement,  marshaling,
forbearance, valuation, stay, extension, redemption, appraisement, exemption and
homestead now or hereafter  provided by the  Constitution and laws of the United
States of America and of each state thereof, both as to itself and in and to all
of its property,  real and personal,  against the  enforcement and collection of
the obligations evidenced by this A Note or the other Loan Documents.

      4.3. Limit of Validity.

            (a)  Definitions.  As used herein,  the term  "Maximum  Lawful Rate"
shall mean the  maximum  lawful rate of interest  which may be  contracted  for,
charged,  taken, received or reserved by Payee in accordance with the applicable
laws of the State of Texas  (or  applicable  United  States  federal  law to the
extent that it permits Payee to contract for, charge, take, receive or reserve a
greater  amount of  interest  than under Texas  law),  taking  into  account all
Charges (as defined herein) made in connection with the transaction evidenced by
this Note and the other Loan Documents. As used herein, the term "Charges" shall
mean all fees, charges and/or any other things of value, if any, contracted for,
charged,   received,   taken  or  reserved  by  Payee  in  connection  with  the
transactions  relating  to this Note and the  other  Loan  Documents,  which are
treated as interest  under  applicable  law. As used herein,  the term  "Related
Indebtedness"  shall  mean any and all debt  paid or  payable  by Maker to Payee
pursuant  to the Loan  Documents  or any other  communication  or  writing by or
between Maker and Payee related to the transaction or transactions  that are the
subject matter of the Loan Documents, except such debt which has been paid or is
payable by Maker to Payee under this Note.

            (b) Ceiling Election. To the extent that Payee is relying on Chapter
303 of the Texas  Finance Code to determine  the Maximum  Lawful Rate payable on
this Note and/or the Related Indebtedness, Payee will utilize the weekly ceiling
from time to time in effect as provided in such Chapter 303, as amended.  To the
extent United States  federal law permits Payee to contract for,  charge,  take,
receive or reserve a greater amount of interest than under Texas law, Payee will
rely on United States federal law instead of such Chapter 303 for the purpose of
determining the Maximum Lawful Rate.  Additionally,  to the extent  permitted by
applicable  law now or  hereafter  in effect,  Payee may, at its option and from
time to time,  utilize any other method of establishing  the Maximum Lawful Rate
under such  Chapter  303 or under  other  applicable  law by giving  notice,  if
required, to Maker as provided by applicable law now or hereafter in effect.


                                       10
<PAGE>

      4.4.  Savings  Clause.  It is  expressly  stipulated  and agreed to be the
intent of Maker and Payee at all times to comply  strictly  with the  applicable
Texas law governing the maximum rate or amount of interest  payable on this Note
or the Related  Indebtedness  (or  applicable  United States  federal law to the
extent that it permits Payee to contract for, charge, take, reserve or receive a
greater  amount of interest than under Texas law). If the applicable law is ever
judicially  interpreted so as to render  usurious any amount (i) contracted for,
charged,  taken,  reserved or received  pursuant to this Note,  any of the other
Loan  Documents or any other  communication  or writing by or between  Maker and
Payee related to the transaction or transactions  that are the subject matter of
the Loan  Documents,  (ii)  contracted  for,  charged or  received  by reason of
Payee's  exercise of the option to  accelerate  the maturity of this Note and/or
the  Related  Indebtedness,  or (iii)  Maker  will have paid or Payee  will have
received by reason of any voluntary  prepayment by Maker of this Note and/or the
Related  Indebtedness,  then it is Maker's and Payee's  express  intent that all
amounts  charged in excess of the  Maximum  Lawful  Rate shall be  automatically
cancelled,  ab initio,  and all  amounts in excess of the  Maximum  Lawful  Rate
theretofore  collected  by Payee shall be credited on the  principal  balance of
this Note  and/or the  Related  Indebtedness  (or,  if this Note and all Related
Indebtedness have been or would thereby be paid in full, refunded to Maker), and
the provisions of this Note and the other Loan  Documents  immediately be deemed
reformed  and  the  amounts  thereafter  collectible  hereunder  and  thereunder
reduced,  without the necessity of the  execution of any new document,  so as to
comply with the applicable  law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder and thereunder; provided, however, if this
Note has been paid in full before the end of the stated term of this Note,  then
Maker and Payee agree that Payee shall,  with reasonable  promptness after Payee
discovers  or is advised by Maker that  interest  was  received  in an amount in
excess of the Maximum Lawful Rate,  either refund such excess  interest to Maker
and/or  credit  such  excess  interest  against  this Note  and/or  any  Related
Indebtedness  then  owing by Maker  to  Payee.  Maker  hereby  agrees  that as a
condition  precedent to any claim seeking usury penalties  against Payee,  Maker
will provide written notice to Payee, advising Payee in reasonable detail of the
nature and amount of the  violation,  and Payee shall have sixty (60) days after
receipt of such  notice in which to correct  such usury  violation,  if any,  by
either refunding such excess interest to Maker or crediting such excess interest
against this Note and/or the Related  Indebtedness then owing by Maker to Payee.
All sums contracted for,  charged or received by Payee for the use,  forbearance
or detention of any debt evidenced by this Note and/or the Related  Indebtedness
shall, to the extent permitted by applicable law, be amortized or spread,  using
the actuarial method, throughout the stated term of this Note and/or the Related
Indebtedness (including any and all renewal and extension periods) until payment
in full so that the rate or amount of  interest  on account of this Note  and/or
the Related  Indebtedness  does not exceed the Maximum  Lawful Rate from time to
time in effect and applicable to this Note and/or the Related  Indebtedness  for
so long as debt is  outstanding  In no event shall the provisions of Chapter 346
of the Texas  Finance  Code  (which  regulates  certain  revolving  credit  loan
accounts and revolving tri-party accounts) apply to this Note and/or the Related
Indebtedness.  Notwithstanding  anything to the contrary  contained herein or in
any of the other Loan Documents,  it is not the intention of Payee to accelerate
the  maturity  of any  interest  that  has  not  accrued  at the  time  of  such
acceleration or to collect unearned interest at the time of such acceleration.

      4.5. Use of Funds. Maker hereby warrants, represents and covenants that no
funds  disbursed  hereunder  shall be used for  personal,  family  or  household
purposes.

      4.6.  Unconditional  Payment.  Maker  is and  shall  be  obligated  to pay
principal, interest and any and all other amounts which become payable hereunder
or under the other Loan Documents absolutely and unconditionally and without any
abatement,  postponement,  diminution or deduction and without any reduction for
counterclaim  or setoff.  In the event that at any time any payment  received by
Payee  hereunder  shall be deemed by a court of competent  jurisdiction  to have
been a  voidable  preference  or  fraudulent  conveyance  under any  bankruptcy,
insolvency or other debtor relief law, then the  obligation to make such payment
shall survive any  cancellation or satisfaction of this A Note or return thereof
to Maker and shall not be discharged or satisfied with any prior payment thereof
or cancellation of this A Note, but shall remain a valid and binding  obligation
enforceable in accordance with the terms and provisions hereof, and such payment
shall be immediately due and payable upon demand.

      4.7.  Governing  Law.  THIS A NOTE  SHALL BE  INTERPRETED,  CONSTRUED  AND
ENFORCED  ACCORDING TO THE LAWS OF THE STATE IN WHICH THE  SECURITY  PROPERTY IS
LOCATED.

      4.8.  Waiver of Jury Trial.  MAKER,  TO THE FULL EXTENT  PERMITTED BY LAW,
HEREBY  KNOWINGLY,  INTENTIONALLY  AND VOLUNTARILY,  WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION OR  PROCEEDING  BASED UPON,  ARISING OUT OF, OR IN ANY WAY
RELATING TO THE DEBT EVIDENCED BY THIS A NOTE OR ANY CONDUCT, ACT OR OMISSION OF
PAYEE  OR  MAKER,  OR ANY OF THEIR  RESPECTIVE  DIRECTORS,  OFFICERS,  PARTNERS,
MEMBERS,  EMPLOYEES,  AGENTS OR ATTORNEYS,  OR ANY OTHER PERSONS AFFILIATED WITH
PAYEE OR MAKER, IN EACH OF THE FOREGOING  CASES,  WHETHER  SOUNDING IN CONTRACT,
TORT OR OTHERWISE.

      4.9.  Secondary  Market.  Payee may sell,  transfer  and  deliver the Loan
Documents  to  one or  more  investors  in the  secondary  mortgage  market.  In
connection  with such  sale,  Payee may  retain  or  assign  responsibility  for
servicing the loan  evidenced by this A Note or may delegate some or all of such
responsibility and/or obligations to a servicer,  including, but not limited to,
any subservicer or master servicer,  on behalf of the investors.  All references
to  Payee  herein  shall  refer to and  include,  without  limitation,  any such
servicer, to the extent applicable.

      4.10.  Dissemination  of Information.  If Payee  determines at any time to
sell, transfer or assign this A Note, the Security Instrument and the other Loan
Documents,  and any or all servicing  rights with respect  thereto,  or to grant
participations  therein (the  "PARTICIPATIONS")  or issue mortgage  pass-through
certificates or other securities  evidencing a beneficial interest in a rated or
unrated  public  offering or private  placement  (the  "SECURITIES"),  Payee may
forward  to  each  purchaser,   transferee,   assignee,  servicer,  participant,
investor,   or  their  respective   successors  in  such  Participations  and/or
Securities  (collectively,  the  "INVESTOR")  or any Rating  Agency  rating such
Securities,  each  prospective  Investor and each of the foregoing's  respective
counsel,  all  documents  and  information  which Payee now has or may hereafter
acquire  relating  to the  debt  evidenced  by  this A Note  and to  Maker,  any
guarantor,  any  indemnitor  and the  Security  Property,  which shall have been
furnished  by  Maker,  any  guarantor  or any  indemnitor  as  Payee  determines
necessary or desirable.


                                       11
<PAGE>

      4.11.  Splitting the Loan.  Payee shall have the right at no cost to Maker
from time to time to sever this A Note and the other Loan  Documents into one or
more separate notes, mortgages, deeds of trust and other security documents (the
"SEVERED LOAN  DOCUMENTS") in such  denominations  and priorities as Payee shall
determine in its sole discretion,  provided, however, that the terms, provisions
and clauses of the Severed Loan Documents shall be no more adverse to Maker than
those  contained  in this A Note,  the  Security  Instrument  and the other Loan
Documents.  Maker shall execute and deliver to Payee from time to time, promptly
after the request of Payee,  a severance  agreement and such other  documents as
Payee shall reasonably request in order to effect the severance described in the
preceding sentence, all in form and substance reasonably  satisfactory to Payee.
Maker hereby  absolutely and  irrevocably  appoints Payee as its true and lawful
attorney,  coupled with an  interest,  in its name and stead to make and execute
all documents  necessary or desirable to effect the aforesaid  severance,  Maker
ratifying  all that its said  attorney  shall do by  virtue  thereof;  provided,
however,  that Payee  shall not make or execute  any such  documents  under such
power  until  three (3) days  after  notice  has been given to Maker by Payee of
Payee's intent to exercise its rights under such power.

                      ARTICLE V. - MISCELLANEOUS PROVISIONS

      5.1. Miscellaneous.  The terms and provisions hereof shall be binding upon
and  inure to the  benefit  of Maker  and  Payee  and  their  respective  heirs,
executors, legal representatives,  successors,  successors-in-title and assigns,
whether by  voluntary  action of the  parties or by  operation  of law.  As used
herein,  the  terms  "Maker"  and  "Payee"  shall be  deemed  to  include  their
respective    heirs,    executors,     legal    representatives,     successors,
successors-in-title  and assigns,  whether by voluntary action of the parties or
by operation of law. If Maker  consists of more than one person or entity,  each
shall be jointly and severally  liable to perform the obligations of Maker under
this A Note. All personal  pronouns used herein,  whether used in the masculine,
feminine or neuter gender,  shall include all other genders;  the singular shall
include  the plural and vice  versa.  Titles of articles  and  sections  are for
convenience only and in no way define,  limit,  amplify or describe the scope or
intent of any  provisions  hereof.  Time is of the essence  with  respect to all
provisions of this A Note. This A Note and the other Loan Documents  contain the
entire  agreements  between the parties  hereto  relating to the subject  matter
hereof and thereof and all prior  agreements  relative  hereto and thereto which
are not contained herein or therein are terminated.

      5.2.  Taxpayer  Identification.   Maker's  Tax  Identification  Number  is
52-2414533.

             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





                                       12
<PAGE>

      IN WITNESS  WHEREOF,  Maker has executed  this A Note as of the date first
written above.

                                   MAKER:

                                   CLF SSA AUSTIN LP,
                                   a Delaware limited partnership

                                   By: CLF SSA Austin GP LLC,
                                       a Delaware limited liability company
                                       its general partner


                                       By: /s/ Michael J. Heneghan
                                           -------------------------------------
                                           Name:  Michael J. Heneghan
                                           Title: Senior Vice President

<PAGE>

                    ANNEX 1 TO $5,390,700.00 PROMISSORY NOTE
                              BY CLF SSA AUSTIN LP
                     TO WACHOVIA BANK, NATIONAL ASSOCIATION

[LOGO]
CapLease                           SCHEDULE A

Scheduled Monthly Payments & Interest Expense -- "A" NOTE
Loan # 8080b, SSA, Austin, TX

                                Monthly
 Debt                          Principal,                             Monthly
Service                      Interest and          Monthly            Interest
Period      Date             Servicing Fee       Servicing Fee        Expense
------      ----             -------------       -------------        -------
  0       8/16/2005            20,361.90             0.00            20,361.90
  0       9/11/2005                 0.00             0.00                 0.00
  1      10/11/2005            23,494.47             0.00            23,494.47
  2      11/11/2005            24,277.62             0.00            24,277.62
  3      12/11/2005            23,494.47             0.00            23,494.47
  4       1/11/2006            24,277.62             0.00            24,277.62
  5       2/11/2006            24,277.62             0.00            24,277.62
  6       3/11/2006            21,928.17             0.00            21,928.17
  7       4/11/2006            24,277.62             0.00            24,277.62
  8       5/11/2006            23,494.47             0.00            23,494.47
  9       6/11/2006            24,277.62             0.00            24,277.62
 10       7/11/2006            23,494.47             0.00            23,494.47
 11       8/11/2006            24,277.62             0.00            24,277.62
 12       9/11/2006            24,277.62             0.00            24,277.62
 13      10/11/2006            23,494.47             0.00            23,494.47
 14      11/11/2006            24,277.62             0.00            24,277.62
 15      12/11/2006            23,494.47             0.00            23,494.47
 16       1/11/2007            24,277.62             0.00            24,277.62
 17       2/11/2007            24,277.62             0.00            24,277.62
 18       3/11/2007            21,928.17             0.00            21,928.17
 19       4/11/2007            24,277.62             0.00            24,277.62
 20       5/11/2007            23,494.47             0.00            23,494.47
 21       6/11/2007            24,277.62             0.00            24,277.62
 22       7/11/2007            23,494.47             0.00            23,494.47
 23       8/11/2007            24,277.62             0.00            24,277.62
 24       9/11/2007            24,277.62             0.00            24,277.62
 25      10/11/2007            23,494.47             0.00            23,494.47
 26      11/11/2007            24,277.62             0.00            24,277.62
 27      12/11/2007            23,494.47             0.00            23,494.47
 28       1/11/2008            24,277.62             0.00            24,277.62
 29       2/11/2008            24,277.62             0.00            24,277.62
 30       3/11/2008            22,711.32             0.00            22,711.32
 31       4/11/2008            24,277.62             0.00            24,277.62
 32       5/11/2008            23,494.47             0.00            23,494.47
 33       6/11/2008            24,277.62             0.00            24,277.62
 34       7/11/2008            23,494.47             0.00            23,494.47
 35       8/11/2008            24,277.62             0.00            24,277.62
 36       9/11/2008            24,277.62             0.00            24,277.62
 37      10/11/2008            23,494.47             0.00            23,494.47
 38      11/11/2008            24,277.62             0.00            24,277.62
 39      12/11/2008            23,494.47             0.00            23,494.47
 40       1/11/2009            24,277.62             0.00            24,277.62
 41       2/11/2009            24,277.62             0.00            24,277.62

<PAGE>

                                Monthly
 Debt                          Principal,                             Monthly
Service                      Interest and          Monthly            Interest
Period      Date             Servicing Fee       Servicing Fee        Expense
------      ----             -------------       -------------        -------
 42       3/11/2009            21,928.17             0.00            21,928.17
 43       4/11/2009            24,277.62             0.00            24,277.62
 44       5/11/2009            23,494.47             0.00            23,494.47
 45       6/11/2009            24,277.62             0.00            24,277.62
 46       7/11/2009            23,494.47             0.00            23,494.47
 47       8/11/2009            24,277.62             0.00            24,277.62
 48       9/11/2009            24,277.62             0.00            24,277.62
 49      10/11/2009            29,869.50             0.00            23,494.47
 50      11/11/2009            29,869.50             0.00            24,248.91
 51      12/11/2009            29,869.50             0.00            23,442.19
 52       1/11/2010            29,869.50             0.00            24,194.65
 53       2/11/2010            29,869.50             0.00            24,169.09
 54       3/11/2010            29,869.50             0.00            21,806.96
 55       4/11/2010            29,869.50             0.00            24,107.11
 56       5/11/2010            29,869.50             0.00            23,304.34
 57       6/11/2010            29,869.50             0.00            24,051.59
 58       7/11/2010            29,869.50             0.00            23,250.37
 59       8/11/2010            29,869.50             0.00            23,995.58
 60       9/11/2010            29,869.50             0.00            23,969.12
 61      10/11/2010            29,869.50             0.00            23,170.21
 62      11/11/2010            29,869.50             0.00            23,912.38
 63      12/11/2010            29,869.50             0.00            23,115.05
 64       1/11/2011            29,869.50             0.00            23,855.13
 65       2/11/2011            29,869.50             0.00            23,828.04
 66       3/11/2011            29,869.50             0.00            21,497.53
 67       4/11/2011            29,869.50             0.00            23,763.13
 68       5/11/2011            29,869.50             0.00            22,969.97
 69       6/11/2011            29,869.50             0.00            23,704.56
 70       7/11/2011            29,869.50             0.00            22,913.03
 71       8/11/2011            29,869.50             0.00            23,645.46
 72       9/11/2011            29,869.50             0.00            23,617.43
 73      10/11/2011            29,869.50             0.00            22,828.33
 74      11/11/2011            29,869.50             0.00            23,557.57
 75      12/11/2011            29,869.50             0.00            22,770.14
 76       1/11/2012            29,869.50             0.00            23,497.17
 77       2/11/2012            29,869.50             0.00            23,468.47
 78       3/11/2012            29,869.50             0.00            21,927.41
 79       4/11/2012            29,869.50             0.00            23,403.87
 80       5/11/2012            29,869.50             0.00            22,620.73
 81       6/11/2012            29,869.50             0.00            23,342.11
 82       7/11/2012            29,869.50             0.00            22,560.69
 83       8/11/2012            29,869.50             0.00            23,279.80
 84       9/11/2012            29,869.50             0.00            23,250.12
 85      10/11/2012            29,869.50             0.00            22,471.26
 86      11/11/2012            29,869.50             0.00            23,186.99
 87      12/11/2012            29,869.50             0.00            22,409.90
 88       1/11/2013            29,869.50             0.00            23,123.30
 89       2/11/2013            29,869.50             0.00            23,092.92
 90       3/11/2013            29,869.50             0.00            20,830.55
 91       4/11/2013            29,869.50             0.00            23,021.69
 92       5/11/2013            29,869.50             0.00            22,249.21
 93       6/11/2013            29,869.50             0.00            22,956.53
 94       7/11/2013            29,869.50             0.00            22,185.87
 95       8/11/2013            29,869.50             0.00            22,890.79
 96       9/11/2013            29,869.50             0.00            22,859.36
 97      10/11/2013            29,869.50             0.00            22,091.41

<PAGE>

                                Monthly
 Debt                          Principal,                             Monthly
Service                      Interest and          Monthly            Interest
Period      Date             Servicing Fee       Servicing Fee        Expense
------      ----             -------------       -------------        -------
 98      11/11/2013            29,869.50             0.00            22,792.76
 99      12/11/2013            29,869.50             0.00            22,026.67
100       1/11/2014            29,869.50             0.00            22,725.57
101       2/11/2014            29,869.50             0.00            22,693.40
102       3/11/2014            29,869.50             0.00            20,468.07
103       4/11/2014            29,869.50             0.00            22,618.74
104       5/11/2014            29,869.50             0.00            21,857.50
105       6/11/2014            29,869.50             0.00            22,550.00
106       7/11/2014            29,869.50             0.00            21,790.68
107       8/11/2014            29,869.50             0.00            22,480.65
108       9/11/2014            29,869.50             0.00            22,447.38
109      10/11/2014            29,869.50             0.00            21,690.92
110      11/11/2014            29,869.50             0.00            22,377.12
111      12/11/2014            29,869.50             0.00            21,622.62
112       1/11/2015            29,869.50             0.00            22,306.23
113       2/11/2015            29,869.50             0.00            22,272.17
114       3/11/2015            29,869.50             0.00            20,085.90
115       4/11/2015            29,869.50             0.00            22,193.89
116       5/11/2015            29,869.50             0.00            21,444.51
117       6/11/2015            29,869.50             0.00            22,121.38
118       7/11/2015            29,869.50             0.00            21,374.02
119       8/11/2015            29,869.50             0.00            22,048.23
120       9/11/2015            29,869.50             0.00            22,013.00