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                                                                   EXHIBIT 10.13

                                 PROMISSORY NOTE

                                                                 August 18, 2006
                                                           Santa Ana, California

$9,146,000.00

1.   PROMISE TO PAY.

     FOR VALUE RECEIVED, NNN Southpointe, LLC, a Delaware limited liability
company, ("BORROWER"), having its principal places of business at 1551 N. Tustin
Avenue, Suite 200, Santa Ana, California 92705, promises to pay to the order of
LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("LENDER"),
whose address is 135 South LaSalle Street, Suite 3410, Chicago, Illinois 60603,
or at such other place as the holder hereof may from time to time designate, on
or before September 1, 2016 (the "MATURITY DATE"), the principal amount of Nine
Million One Hundred Forty Six Thousand and 00/100 DOLLARS ($9,146,000.00) (the
"PRINCIPAL AMOUNT"), or so much thereof as may from time to time be outstanding,
in lawful money of the United States of America, with interest thereon to be
computed from the date of this Promissory Note at the Contract Rate (hereinafter
defined), and to be paid in accordance with the terms of this Promissory Note
without set-off, deduction or counterclaim. This Promissory Note and any
modifications, renewals or extensions hereof and any substitutions therefor (the
"NOTE") the Mortgage, Security Agreement and Fixture Filing dated as of even
date herewith executed by Borrower in favor of Lender (the "SECURITY
INSTRUMENT") and any and all other documents now or hereafter executed by
Borrower and/or others in favor of Lender, which wholly or partially secure or
guarantee payment of this Note or pertain to indebtedness evidenced by this Note
(the "LOAN"), are collectively referred to herein as the "LOAN DOCUMENTS".

2.   PRINCIPAL AND INTEREST.

     So long as no Event of Default (as hereinafter defined) exists, interest
shall accrue on the outstanding Principal Amount at six and 113/1000 percent
(6.113%) per annum (the "CONTRACT RATE") based on the actual number of days in
each given month and a 360 day year. Principal and interest shall be paid to the
Lender as follows: (a) on the date hereof, a payment of all interest that is
scheduled to accrue on the Principal Amount through the remainder of this
calendar month, but excluding the first day of the next calendar month following
the date hereof, (b) commencing on October 1, 2006, on the first day of each
month thereafter up to and including September 1, 2010, Borrower shall pay to
Lender a payment of interest only accrued on the Principal Amount during the
preceding calendar month, (b) commencing on October 1, 2010, and on the first
day of each month thereafter up to and including August 1, 2016, Borrower shall
pay to Lender constant monthly payments of principal and interest equal to
$55,501.11; and (d) the outstanding Principal Amount of this Note, together with
all accrued and unpaid interest, shall be due and payable in full on the
Maturity Date. Whenever any payment is stated to be due or a computation is to
be made on a day that is not a Business Day, such payment or computation will be
made on the next succeeding Business Day, but the calculation of interest
remains from the first day of the month through the last day of the month.
"BUSINESS DAY" shall be defined as a day of the year on which banks are not
required or authorized to close in Chicago, Illinois or New York, New York.

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3.   PREPAYMENT AND DEFEASANCE.

     3.1  PREPAYMENTS.

     This Note may not be prepaid in whole or in part during the term hereof,
except as otherwise specifically provided herein. Notwithstanding the foregoing,
provided no Event of Default has occurred and is outstanding, the Loan may be
repaid without a prepayment fee or premium and without defeasance anytime after
the date on which the 117th scheduled monthly loan payment is due and has been
paid in full. If the Loan is prepaid on a date other than the first of a
calendar month, in addition to all other amounts due and payable hereunder,
Borrower shall pay interest to, but excluding the first day of the next calendar
month. If the Loan has been defeased pursuant to SUBPARAGRAPH 3.2, it may not be
prepaid prior to the Maturity Date.

     3.2  DEFEASANCE.

     Notwithstanding any provision of this PARAGRAPH 3 to the contrary (but
subject to the last sentence of this SUBPARAGRAPH 3.2), at any time after the
earlier of (a) three (3) years after the full funding of the Loan or (b) 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" ("REMIC"),
within the meaning of Section 860D of the Code, that holds this Note, and
provided no Event of Default has occurred and is continuing hereunder or under
any of the other Loan Documents, Borrower may cause the release of the Property
from the lien of the Security Instrument and the other Loan Documents upon the
satisfaction of the following conditions (the "DEFEASANCE"):

          (i)  Not less than thirty (30) days prior written notice shall be
               given to Lender specifying a date (the "RELEASE DATE") on which
               the Defeasance Deposit (as hereinafter defined) is to be made,
               such date being a day on which a regularly scheduled monthly
               installment of principal and interest is required to be paid
               pursuant to PARAGRAPH 2 above (a "DEBT SERVICE PAYMENT DATE");

          (ii) Borrower shall pay to Lender all accrued and unpaid interest on
               the principal balance of the Note and all scheduled principal
               payments (if any) due through and including the Release Date. If
               for any reason the Release Date is not a Debt Service Payment
               Date, Borrower shall also pay interest that would have accrued on
               the Note through the next Debt Service Payment Date;

          (iii) Borrower shall have paid all other sums (not including scheduled
               interest or principal payments) due under this Note and under the
               other Loan Documents, including any Defeasance processing fee
               charged by Lender;

          (iv) Borrower shall deliver to Lender on or prior to the Release Date:

               A.   The estimated amount necessary to purchase the Defeasance
                    Collateral (the "DEFEASANCE DEPOSIT");


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               B.   An executed pledge and security agreement, in form and
                    substance satisfactory to Lender in its sole discretion,
                    creating a security interest in favor of Lender in the
                    Defeasance Deposit and the Defeasance Collateral (the
                    "DEFEASANCE SECURITY AGREEMENT");

               C.   A certificate of Borrower certifying that it is requesting
                    the lien against the Property be released to facilitate a
                    disposition or refinancing of, or other customary commercial
                    transaction involving, the Property and not as part of an
                    arrangement to collateralize a REMIC offering with
                    obligations that are not real estate mortgages, and that all
                    of the other requirements set forth in this SUBPARAGRAPH 3.2
                    have been satisfied;

               D.   An opinion of counsel for Borrower in form and substance and
                    delivered by counsel satisfactory to Lender in its sole
                    discretion stating, among other things, that (1) the
                    Defeasance Deposit has been duly and validly assigned and
                    delivered to Lender; (2) the posting of the Defeasance
                    Deposit will not adversely affect the tax status of the
                    REMIC under the Code and that the Defeasance complies with
                    all applicable REMIC provisions under the Code; and (3)
                    Lender has a perfected first priority security interest in
                    the Defeasance Collateral and that the Defeasance Security
                    Agreement is enforceable against Borrower in accordance with
                    its terms;

               E.   A certificate of Borrower certifying that all requirements
                    relating to the Defeasance set forth in this Note and any
                    other Loan Documents have been satisfied or waived; and

               F.   Such other certificates, opinions of counsel, documents or
                    instruments as Lender may reasonably require; and

          (v)  If required by the Applicable Rating Agencies for any Secondary
               Market Transaction relating to the Loan, Lender receives written
               assurances that the securities of the REMIC ("SECURITIES") that
               directly or indirectly holds this Note will not have a downgrade,
               withdrawal or qualification of the credit rating then assigned to
               the Securities by any rating agencies ("APPLICABLE RATING
               AGENCIES") as a result of the Defeasance;

          (vi) The holder of the Defeasance Collateral, which shall be successor
               entity designated by LaSalle Bank National Association in its
               sole discretion, shall be a single purpose entity, which shall
               not own any other assets or have any other liabilities or operate
               any other property (except in connection with other defeased
               loans held in the same securitized loan pool with the Loan);

          (vii) Borrower shall pay all costs and expenses incurred by Lender or
               its agents in connection with the Defeasance, including, without
               limitation, all costs


                                       -3-

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               and expenses associated with the purchase of the Defeasance
               Collateral, the preparation of the Defeasance Security Agreement
               and related documentation, the preparation and recordation of a
               release of the lien of the Security Instrument, as well as all
               fees and expenses of the Applicable Rating Agencies, and all
               reasonable accountants' and attorneys' fees and expenses; and

          (viii) Borrower must comply with all other applicable REMIC provisions
               under the Code as well as any Applicable Rating Agencies'
               requirements.

     Notwithstanding anything that may be contained herein to the contrary, the
Loan may not be defeased during the last ninety (90) days of the loan term if
the Loan has not previously been defeased.

     3.3  DEFEASANCE COLLATERAL.

     Upon compliance with the requirements of SUBPARAGRAPH 3.2 above:

     (a) Lender shall use the Defeasance Deposit to purchase on Borrower's
behalf (i) direct, non-callable obligations of the United States of America
(which are government securities within the meaning of Treas. Reg.
1.860G-2(a)(8)(i) and which securities must comply [as determined by Lender in
its sole discretion] with REMIC and rating agency requirements) or (ii) to the
extent acceptable to the Rating Agencies, other "government securities" within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as
amended, as confirmed by written approval from the rating agencies and opinion
letters in form and substance and issued by counsel in compliance with REMIC
requirement, that provide, without reinvestment, for payments not later than the
due dates of all successive monthly Debt Service Payment Dates occurring after
the Release Date through the 117th Payment Date, with each such payment being
equal to or greater than the amount of the corresponding installment of
principal and interest required to be paid under this Note (including the entire
outstanding principal balance and all other sums due under this Note on the
117th Payment Date) (the "DEFEASANCE COLLATERAL") as certified by an independent
certified public accountant satisfactory to Lender, each of which securities
shall be duly endorsed as directed by Lender or accompanied by a written
instrument of transfer in form and substance wholly satisfactory to Lender
(including, without limitation, such instruments as may be required by the
depository institution holding such securities to effectuate book-entry
transfers and pledges through the book-entry facilities of such institution) to
create a first priority security interest therein in favor of Lender in
conformity with all applicable state and federal laws governing granting of such
security interests. In connection with the conditions set forth above, Borrower
hereby appoints Lender as its agent and attorney-in-fact for the purpose of
purchasing the Defeasance Collateral with the Defeasance Deposit. Borrower,
pursuant to the Defeasance Security Agreement, shall authorize and direct the
payments received from the Defeasance Collateral to be made directly to Lender
and applied to satisfy the obligations of Borrower under this Note. Any portion
of the Defeasance Deposit in excess of the amount necessary to purchase the
Defeasance Collateral and satisfy all of Borrower's obligations to Lender shall
be returned to Borrower without interest.


                                       -4-

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     (b) The Property shall be released from the lien of the Security Instrument
and the other Loan Documents after Borrower fulfills the Applicable Rating
Agencies' and all REMIC requirements, and the Defeasance Collateral shall
constitute collateral which shall secure this Note and all other obligations
under the Loan Documents.

     3.4  ASSIGNMENT.

     Upon the release of the Property in accordance with this PARAGRAPH 3,
Borrower shall assign all its obligations and rights under this Note, together
with the pledged Defeasance Collateral, to a successor entity designated by
LaSalle Bank National Association in its sole discretion. Such successor entity
shall be a single purpose entity, which shall not own any other assets or have
any other liabilities or operate any other property (except in connection with
other defeased loans held in the same securitized loan pool with the Loan), and
shall execute an assumption agreement in form and substance satisfactory to
Lender in its sole discretion pursuant to which it shall assume Borrower's
obligations under this Note and the Defeasance Security Agreement. As conditions
to such assignments and assumption, Borrower shall (a) deliver to Lender an
opinion of counsel in form and substance and delivered by counsel satisfactory
to the Applicable Rating Agencies and Lender in its sole discretion stating,
among other things, that such assumption agreement is enforceable against
Borrower and such successor entity in accordance with its terms and that this
Note, the Defeasance Security Agreement and the other Loan Documents, as so
assumed, are enforceable against such successor entity in accordance with their
respective terms, (b) if a non-consolidation opinion with respect to the
successor entity is required by the Applicable Rating Agencies, pay the
reasonable legal expenses of Lender's counsel incurred in connection with that
opinion (in form and substance satisfactory to the Applicable Rating Agencies),
(c) pay all costs and expenses incurred by Lender 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), and (d) pay to the servicer of this Note a defeasance
processing fee in an amount equal to one-half of one percent (0.5%) of the
outstanding principal balance of this Note but in no event less than (i) $10,000
or greater than (ii) $20,000, provided, notwithstanding anything to the contrary
herein or in the other Loan Documents, no other assumption fee shall be payable
by Borrower in connection with such assumption. Upon such assumption, Borrower
shall be relieved of its obligations hereunder, under the other Loan Documents
and under the Defeasance Security Agreement, with the sole exception of (A)
representations and warranties made in connection with Defeasance, (B) the
underlying obligation to effect Defeasance, (C) any loss to Lender if Defeasance
is set aside, voided or rescinded and (D) any rights or obligations that are
specifically intended to survive the repayment of the Loan or other payment,
satisfaction or termination of this Note, the Loan Documents or the Defeasance
Security Agreement.


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     3.5  NO FURTHER RIGHTS.

     Upon the release of the Property in accordance with this PARAGRAPH 3,
Borrower shall have no further right to prepay this Note pursuant to the other
provisions of this PARAGRAPH 3 or otherwise.

     3.6  PREPAYMENT FEE AFTER EVENT OF DEFAULT.

     In the event the Principal Amount of this Note is, as a result of Lender's
exercise of its rights upon Borrower's default and acceleration of the
obligation to pay the unpaid Principal Amount of this Note (irrespective of
whether foreclosure proceedings have been commenced), (a) due prior to the
Maturity Date, or (b) paid prior to the Maturity Date, Lender shall, in either
event, be entitled to collect and Borrower shall pay to Lender on the date of
prepayment (the "PREPAYMENT DATE"), in addition to any other sums due hereunder
or under any of the other Loan Documents, a prepayment fee (the "PREPAYMENT
FEE") in an amount equal to the greater of (i) 2% of the outstanding principal
balance of this Note at the time such payment or proceeds are received by Lender
or (ii) the Yield Maintenance Amount. Lender shall notify Borrower of the amount
of the Prepayment Fee that Borrower shall be required to pay on the Prepayment
Date.

     "YIELD MAINTENANCE AMOUNT" means an amount, never less than zero, equal to
     (x) the present value as of the date such prepayment or proceeds are
     received of the remaining scheduled payments of principal and interest from
     the date such payment or proceeds are received through the Maturity Date
     (including any balloon payment) determined by discounting such payments at
     the Discount Rate (as hereinafter defined) less (y) the amount of the
     payment or proceeds received by Lender.

     "DISCOUNT RATE" means the rate which, when compounded monthly, is
     equivalent to the Treasury Rate (as hereinafter defined), when compounded
     semi-annually.

     "TREASURY RATE" means the yield calculated by the interpolation of the
     yields, as reported in Federal Reserve Statistical Release H.15-Selected
     Interest Rates under the heading "U.S. Government Securities/Treasury
     Constant Maturities" for the week ending prior to the date such payment or
     proceeds are received, of U.S. Treasury constant maturities with maturity
     dates (one longer and one shorter) most nearly approximating the Maturity
     Date (in the event Release H.15 is no longer published, Lender shall select
     a comparable publication to determine the Treasury Rate).

     All percentages shall be rounded to the nearest one hundred thousandth
     percent and dollar amounts shall be rounded to the nearest whole dollar.

     3.7  PREPAYMENT FOLLOWING CASUALTY OR CONDEMNATION.

     Notwithstanding the foregoing, provided no Event of Default has occurred
and is outstanding, there shall be no Yield Maintenance Amount and Defeasance
shall not be required to the extent the prepayment is attributed solely to
Lender's application of any insurance proceeds or condemnation awards against
the Principal Amount in accordance with PARAGRAPH 5 of the Security Instrument.


                                       -6-

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4.   DEFAULT.

     4.1  EVENTS OF DEFAULT.

     The following shall constitute an "EVENT OF DEFAULT" under this Note: (a)
failure to pay any amounts owed pursuant to this Note within five (5) days after
such payment is due; (b) failure to pay the outstanding Principal Amount and all
accrued and unpaid interest in full on the Maturity Date; or (c) the occurrence
of any Event of Default under any of the other Loan Documents.

     4.2  REMEDIES.

     So long as an Event of Default remains outstanding: (a) interest shall
accrue at a rate (the "DEFAULT RATE") equal to the lesser of (i) the Contract
Rate plus 5% per annum, or (ii) the maximum amount permitted by applicable law,
and, to the extent not paid when due, shall be added to the Principal Amount;
(b) Lender may, at its option and without notice (which notice is expressly
waived), declare the unpaid Principal Amount and all accrued and unpaid interest
immediately due and payable. Lender's rights, remedies and powers, as provided
in this Note and the other Loan Documents, are cumulative and concurrent, and
may be pursued singly, successively or together against Borrower, the security
described in the other Loan Documents, any guarantor(s) hereof and any other
security given at any time to secure the payment hereof, all at the sole
discretion of Lender. Additionally, Lender may in its sole discretion resort to
every other right or remedy available at law or in equity without first
exhausting the rights and remedies contained herein. Lender's failure, for any
period of time or on more than one occasion, to exercise its option to
accelerate the Maturity Date shall not constitute a waiver of the right to
exercise the same at any time during the continued existence of any Event of
Default or any subsequent Event of Default.

5.   LATE CHARGE.

     Except for the final payment due on the Loan on the Maturity Date, if
payments of principal and/or interest, or any other amounts due under this Note
or the other Loan Documents are not timely made and remain overdue for a period
of five (5) days, Borrower, without notice or demand by Lender, promptly shall
pay a late charge (the "LATE CHARGE") equal to the lesser of (a) three percent
(3%) of such past due amounts or (b) the maximum amount permitted by applicable
law. Until paid, the Late Charge shall be added to the Principal Amount. Nothing
in this Note shall be construed as an obligation on the part of Lender to
accept, at any time, less than the full amount then due hereunder, or as a
waiver or limitation of Lender's right to compel prompt performance.

6.   WAIVER.

     Borrower, for itself and all endorsers, guarantors and sureties of this
Note, and each of them, and their heirs, legal representatives, successors and
assigns, respectively hereby waives presentment for payment, demand, notice of
nonpayment, notice of dishonor, protest of any dishonor, notice of protest and
protest of this Note, and all other notices in connection with the delivery,
acceptance, performance, default or enforcement of the payment of this Note


                                       -7-

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(excepting only notices expressly provided for herein), and agrees that its
liability shall be unconditional and without regard to the liability of any
other party and shall not be in any manner affected by any indulgence, extension
of time, renewal, waiver or modification granted or consented to by the Lender.
Borrower, for itself and all endorsers, guarantors and sureties of this Note,
and each of them, and their heirs, legal representatives, successors and
assigns, respectively hereby consents to every extension of time, renewal,
waiver or modification that may be granted by Lender with respect to the payment
or other provisions of this Note, and to the release of any makers, endorsers,
guarantors or sureties, or of any collateral given to secure the payment hereof,
or any part hereof, with or without substitution, and agrees that additional
makers or guarantors or endorsers may become parties hereto without notice to
Borrower and without affecting the liability of Borrower hereunder. Borrower
hereby waives the right to assert a setoff, counterclaim or deduction in any
action or arising out of or in any way connected with this Note or any of the
other Loan Documents. No right of rescission, set-off, abatement, diminution,
counterclaim or defense has been or will be asserted with respect to this Note
or any of the other Loan Documents.

7.   SECURITY, APPLICATION OF PAYMENTS.

     This Note is secured by, and Lender is entitled to the benefits of, the
liens, encumbrances, and obligations created hereby and by the Security
Instrument and the other Loan Documents and the terms and provisions of the
Security Instrument and the other Loan Documents are hereby incorporated herein.
Each payment on the Loan is to be applied when received first to the payment of
any fees, expenses or other costs Borrower is obligated to pay hereunder or
under the terms of the Security Instrument or the other Loan Documents, second
to the payment of any accrued and unpaid Late Charge, third to the payment of
interest on the Principal Amount from time to time remaining unpaid, and the
remainder of such payment shall be used to reduce the Principal Amount.

8.   SALE OF LOAN; SECURITIZATION.

     Lender may, at any time and without the consent of Borrower or any
"Guarantor" (as defined in that certain Guaranty of even date herewith given by
Guarantor to Lender in connection with the Loan), grant participation in or
sell, transfer, securitize, assign and convey all or any portion of its right,
title and interest in and to the Loan, the servicing of the Loan, this Note, the
Security Instrument, and the other Loan Documents, any guaranties given in
connection with the Loan and any collateral given to secure the Loan. Borrower
covenants to cooperate with Lender's efforts in the sale, transfer or
securitization of the Loan; such cooperation includes Borrower's obligations to
(a) make non-material modifications of the Loan Documents (such modifications
shall not have a material adverse impact on Borrower and accordingly such
modifications shall not (i) increase the amount of the Loan or (ii) change the
Contract Rate), (b) provide additional information regarding Borrower's
financial statements, (c) deliver updated information regarding Borrower and the
Property, (d) cooperate with all third parties, including, but not limited to,
Applicable Rating Agencies and potential investors to facilitate the rating and
securitization of the Loan, (e) review Lender's securitization offering
materials to the extent such materials relate to Borrower, the Property or the
Loan, (f) respond to any inquiries of Lender or other party relating thereto and
(g) deliver an estoppel certificate. Borrower agrees to represent and warrant
the absence of misstatements and/or omissions in the


                                       -8-

<PAGE>

information relating to Borrower, the Property and the Loan that is contained in
the offering materials and which has been furnished to or approved by Borrower.
Borrower shall not be liable for Lender's post-closing costs incurred pursuant
to any securitization of the Loan by Lender.

9.   JURY TRIAL WAIVER.

     BORROWER AND LENDER, BY ITS ACCEPTANCE OF THIS NOTE, EACH HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS
NOTE AND THE BUSINESS RELATIONSHIP THAT IS BEING ESTABLISHED. THIS WAIVER IS
KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND
BORROWER ACKNOWLEDGES ON BEHALF OF ITSELF AND ITS PARTNERS, MEMBERS,
SHAREHOLDERS, AS THE CASE MAY BE, THAT NEITHER THE LENDER NOR ANY PERSON ACTING
ON BEHALF OF THE LENDER HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS
WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY MODIFY OR
NULLIFY ITS EFFECT. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT BORROWER AND
LENDER HAVE ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THAT
EACH OF THEM WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE
DEALINGS. BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEY HAVE BEEN
REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF
THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL,
SELECTED OF THEIR OWN FREE WILL, AND THAT THEY HAVE HAD THE OPPORTUNITY TO
DISCUSS THIS WAIVER WITH COUNSEL.

10.  MISCELLANEOUS.

     10.1 LAWFUL RATE OF INTEREST.

     It is expressly stipulated and agreed to be the intent of Borrower and
Lender at all times to comply with applicable state law or applicable United
States federal law (to the extent that it permits Lender to contract for,
charge, take, reserve or receive a greater amount of interest than under state
law) and that this paragraph shall control every other covenant and agreement in
this Note and the other Loan Documents. If the applicable law (state or federal)
is ever judicially interpreted so as to render usurious any amount called for
under this Note or under any of the other Loan Documents, or contracted for,
charged, taken, reserved or received with respect to the indebtedness evidenced
by this Note and the other Loan Documents, or if Lender's exercise of the option
to accelerate the maturity of this Note, or if any prepayment by Borrower
results in Borrower having paid any interest in excess of that permitted by
applicable law, then it is Borrower's and Lender's express intent that all
excess amounts theretofore collected by Lender be credited on the principal
balance of this Note (or, if this Note has been or would thereby be paid in
full, refunded to Borrower), and the provisions of this Note and the other Loan


                                       -9-

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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.
All sums paid or agreed to be paid to Lender for the use, forbearance and
detention of the indebtedness evidenced hereby and by the other Loan Documents
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full term of such indebtedness until payment
in full so that the rate or amount of interest on account of such indebtedness
does not exceed the maximum rate permitted under applicable law from time to
time in effect and applicable to the indebtedness evidenced hereby for so long
as such indebtedness remains outstanding. Notwithstanding anything to the
contrary contained herein or in any of the other Loan Documents, it is not the
intention of Lender 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.

     10.2 CAPTIONS; DEFINITIONS.

     The captions of the Paragraphs of this Note are for convenience only and
shall not be deemed to modify, explain, enlarge or restrict any of the
provisions hereof. Capitalized terms used and not otherwise defined herein shall
have the meanings given to them in the Security Instrument and the other Loan
Documents, as the case may be.

     10.3 SEVERABLE PROVISIONS.

     Every provision of this Note is intended to be severable. If any term or
provision hereof is declared by a court of competent jurisdiction to be illegal,
invalid or unenforceable for any reason whatsoever, such illegality, invalidity
or unenforceability shall not affect the balance of the terms and provisions
hereof, which terms and provisions shall remain binding and enforceable.

     10.4 NOTICES.

     Notices shall be given under this Note in conformity with the terms and
conditions of the Security Instrument.

     10.5 JOINT AND SEVERAL; SUCCESSORS AND ASSIGNS.

     If Borrower is now or hereafter comprised of more than one person or
entity, the obligations of Borrower in this Note shall be joint and several
obligations of each such Borrower, and this Note shall be binding upon and inure
to the benefit of each Borrower's and Lender's heirs, personal representatives,
successors and assigns.

     10.6 TIME OF ESSENCE.

     Time is of the essence of this Note and the performance of each of the
covenants and agreements contained herein and each of the other Loan Documents.


                                      -10-

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     10.7 GOVERNING LAW/JURISDICTION.

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. BORROWER
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT
JURISDICTION LOCATED IN THE CITY OF CHICAGO AND STATE OF ILLINOIS IN CONNECTION
WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND THE OTHER LOAN
DOCUMENTS.

     10.8 NO ORAL MODIFICATION.

     There are no oral agreements between Borrower and Lender. The provisions of
this Note and the other Loan Documents may be amended or revised only by an
instrument in writing signed by Borrower and Lender. This Note and all the other
Loan Documents supersede any and all prior commitments, agreements,
representations and understandings, whether written or oral, relating to the
subject matter hereof and thereof and may not be contradicted or varied by
evidence or prior, contemporaneous or subsequent oral agreements or discussions
of any person or party.

     10.9 COUNTERPARTS.

     This Note may be executed in several counterparts, each of which shall be
deemed an original instrument and all of which together shall constitute a
single Note.

     10.10 AUTHORITY.

     Borrower (and the undersigned representative of Borrower, if any)
represents that Borrower has full power, authority and legal right to execute,
deliver and perform its obligations pursuant to this Note and the other Loan
Documents and that this Note and the other Loan Documents constitute legal,
valid and binding obligations of Borrower. Borrower further represents that the
Loan was made for business or commercial purposes and not for personal, family
or household use.

11.  EXCULPATION.

     Except as set forth below, neither Borrower nor any Guarantor shall be
personally liable to pay the Principal Amount, or any other amount due, or to
perform any obligation, under the Loan Documents, and Lender agrees to look
solely to the Property and any other collateral heretofore, now, or hereafter
pledged by any party to secure the Loan; provided, however, in the event (a) of
any fraud, willful misconduct, or material intentional misrepresentation by
Borrower or any Guarantor in connection with the Loan, (b) the first two
scheduled monthly payments on the Note after the date hereof are not paid when
due, (c) of a breach of the terms of Paragraphs 15 or 16 of the Security
Instrument or (d) of the voluntary filing by Borrower, or the filing against
Borrower by any Guarantor or any affiliate of any Guarantor, or an involuntary
bankruptcy filing against Borrower in which Borrower or Guarantor acts in
collusion with the filing party with respect to the filing, of any proceeding
for relief under any federal or state bankruptcy, insolvency or receivership
laws or any assignment for the benefit of creditors made


                                      -11-

<PAGE>

by Borrower, the limitation on recourse set forth in this PARAGRAPH 11 will be
null and void and completely inapplicable, and this Note shall be with full
recourse to Borrower and Guarantor. Borrower and each Guarantor, jointly and
severally, shall be personally liable for all losses, liabilities, damages,
costs, expenses and claims including, without limitation, attorneys' fees and
expenses incurred by or suffered by Lender as a result of:

          (i)  any waste of the Property caused by act(s) or omission(s) of
               Borrower, its agents, affiliates, officers and employees; or the
               removal or disposal of any portion of the Property after an Event
               of Default under the Loan Documents to the extent such Property
               is not replaced by Borrower with like property of equivalent
               value, function and design;

          (ii) the misapplication, misappropriation or conversion of: (A) any
               rents, security deposits, proceeds or other funds; (B) any
               insurance proceeds paid by reason of any loss, damage or
               destruction to the Property and not used by Borrower for
               restoration or repair of the Property when and as permitted by
               the Loan Documents; and/or (C) any awards or amounts received in
               connection with the condemnation of all or any portion of the
               Property and not used by Borrower for restoration or repair of
               the Property when and as permitted by the Loan Documents;

          (iii) Borrower's failure to deliver any security deposits collected
               with respect to the Property to Lender or any other party
               entitled to receive such security deposits under the Loan
               Documents following a default; and any rents (including advanced
               or prepaid rents), issues, profits, accounts or other amounts
               generated by or related to the Property attributable to, or
               accruing after a default, which amounts were collected by
               Borrower or any other party on its behalf or for its benefit and
               not turned over to the Lender or used to pay unaffiliated third
               parties for reasonable and customary operating expenses and
               capital expenditures for the Property, taxes and insurance
               premiums with respect to the Property or any other amounts
               required to be paid under the Loan Documents with respect to the
               Property;

          (iv) the breach of the obligations set forth in that certain Hazardous
               Substances Indemnification Agreement from Borrower and
               Guarantor(s) to Lender of even date herewith, as hereafter
               amended, if at all; and/or

          (v)  the filing by Borrower, its members, managers, managing members
               or vice presidents, of any action to partition all or any portion
               of the Property or any action to compel any sale thereof.

     The foregoing shall in no way limit or impair the enforcement against the
Property or any other security granted by the Loan Documents of any of the
Lender's rights and remedies pursuant to the Loan Documents.


                                      -12-

<PAGE>

     Nothing herein shall be deemed to be a waiver of any right which Lender may
have under SECTIONS 506(A), 506(B), 1111(B) or any other provisions of the
Bankruptcy Code to file a claim for the full amount of the Loan secured by the
Loan Documents or to require that all collateral shall continue to secure all of
the Loan owing to Lender in accordance with this Note and the other Loan
Documents.

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                                      -13-

<PAGE>

     IN WITNESS WHEREOF, Borrower does execute this Note as of the date set
forth above.

                                        BORROWER:

                                        NNN Southpointe, LLC, a Delaware limited
                                        liability company

                                        By: Triple Net Properties, LLC, a
                                            Virginia limited liability company,
                                            its manager


                                        By: /s/ Louis Rogers
                                            ------------------------------------
                                        Name: Louis Rogers
                                        Its: President