CAPITAL LEASE FUNDING INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>aonloan_ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

LOAN NO.: 50-2824302                                            AON CORP. OFFICE

                                 PROMISSORY NOTE
                                    (NOTE B)

$9,995,908.90                                                   October 28, 2004

      FOR VALUE  RECEIVED,  the  undersigned,  CLF 1000 MILWAUKEE  AVENUE LLC, a
Delaware limited  liability company  ("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 CAPLEASE,  LP, a Delaware  limited  partnership  ("Payee"),  at the
office of Payee at 110 Maiden Lane, 36th Floor,  New York, New York 10005, or at
such other place as Payee may  designate  to Maker in writing from time to time,
the principal sum of Nine Million Nine Hundred Ninety-Five Thousand Nine Hundred
Eight and 90/100  Dollars  ($9,995,908.90),  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 rate of five and twenty-three
one hundredths  percent  (5.23%) per annum (the "NOTE RATE"),  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 "B Note"
and the loan evidenced by this B Note shall be hereinafter referred to as the "B
Loan".  Concurrently  with the execution of this B Note,  Maker has executed and
delivered to Wachovia Bank,  National  Association that certain  promissory note
dated the date hereof in the original  principal  amount of  Sixty-Four  Million
Eight Hundred  Thousand and no/100 Dollars  ($64,800,000.00),  which  promissory
note shall be hereinafter  referred to as the "A Note" and the loan evidenced by
the A Note shall be hereinafter  referred to as the "A Loan".  The  indebtedness
evidenced by the A 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 B Loan. Wachovia Bank,  National  Association
has been  engaged as  collateral  agent by Payee and the holder of the A Note to
administer  the  documents and  collateral  securing this B Note and the A Note,
including,  without limitation,  the Security Property (as hereinafter defined).
Maker shall make separate  monthly payments of principal and interest under this
B Note and the A Note,  as  directed by the holder of this B Note and the holder
of the A Note.  The A Loan  and the B Loan  shall  be  hereinafter  referred  to
collectively as the "Loan".

                        ARTICLE I. - TERMS AND CONDITIONS

      1.1.  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 1.2 hereof.
<PAGE>

      1.2.  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  thirty-six  (36)   consecutive   monthly
installments  in the amount set forth on Annex 1, beginning on December 11, 2004
(the "FIRST PAYMENT  DATE"),  and continuing on the eleventh  (11th) day of each
and every calendar month thereafter through and including November 11, 2007 (the
"INTEREST ONLY PERIOD") and, thereafter, principal and interest shall be payable
in eighty-four (84) consecutive monthly  installments in the amount set forth on
Annex 1,  beginning on December 11, 2007 and  continuing on the eleventh  (11th)
day of each and every calendar month  thereafter  through and including  October
11, 2014 (each, a "PAYMENT DATE").  On November 11, 2014 (the "MATURITY  DATE"),
the entire outstanding  principal balance hereof,  together with all accrued but
unpaid interest thereon, shall be due and payable in full.

      1.3.  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,  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.

      1.4.   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 November 10, 2004.

      1.5. Prepayment; Defeasance.

            (a) This B Note may not be prepaid,  in whole or in part  (except as
otherwise  specifically  provided herein),  at any time. 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),  Maker's sole option
shall be a Defeasance (as  hereinafter  defined) upon  satisfaction of the terms
and conditions set forth in Section 1.5(d) hereof,  provided,  however, that any
Defeasance  under this B Note must occur  simultaneously  with the Defeasance of
the A Note.  This B Note may be prepaid in whole but not in part without premium
or penalty on either of the two (2) Payment Dates occurring immediately prior to
the Maturity 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 either of the two (2)  Payment  Dates  occurring
immediately  prior to the Maturity 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 B Note so prepaid  and
(ii) interest computed at the Note Rate on the outstanding  principal balance of
this B Note so prepaid  that would have been  payable for the period  from,  and
including,  the date of  prepayment  through the Maturity Date of this B Note as
though such prepayment had not occurred.


                                       2
<PAGE>

            (b) If, prior to the fourth (4th)  anniversary  of the First Payment
Date (the "LOCKOUT EXPIRATION DATE"), the indebtedness  evidenced by this B Note
shall have been declared due and payable by Payee  pursuant to Article II hereof
or the provisions of any other Loan Document due to a default by Maker, then, in
addition to the indebtedness  evidenced by this B Note being immediately due and
payable, 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 B 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 B 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 B Note  after
application of the constant monthly payment due under this B 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 B 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.

            (c)  Partial  or  full  prepayments  of  this  B 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 B 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 B 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 1.2 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
B 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 B 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 B
Note with  respect to which a prepayment  fee is due shall be  effective  unless
such prepayment is accompanied by the applicable prepayment fee.


                                       3
<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 B 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 A 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 B 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:


                                       4
<PAGE>

                  (1)   a sum of  money  in  immediately  available  funds  (the
                        "DEFEASANCE DEPOSIT") equal to the outstanding principal
                        balance  of this B Note plus an  amount,  if any,  which
                        together with the outstanding  principal balance of this
                        B 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 B 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 1.5(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 B 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;


                                       5
<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 B 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 B Note  (including
                        the  scheduled  outstanding  principal  balance of the B
                        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;

                  (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 B Note,
                        assumption of the B 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; and


                                       6
<PAGE>

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

                  (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 B 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 1.5 shall be refunded to Maker.

            (ii) Upon compliance with the requirements of subsection  1.5(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 B 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.

            (iii) Upon the release of the Security  Property in accordance  with
      this Section  1.5(d),  Maker shall assign all its  obligations  and rights
      under this B 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 B 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 B 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  1.5(d)(i)(C)(7)  above and  under  the  Defeasance
      Security Agreement (or other Defeasance document).


                                       7
<PAGE>

      1.6.  Security.  The  indebtedness  evidenced  by  this  B  Note  and  the
obligations  created  hereby are secured by,  among other  things,  that certain
mortgage, 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 B 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.

                              ARTICLE II. - DEFAULT

      2.1. 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.

      2.2. 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.

      2.3.  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 B 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 rate of interest,  if any,
which may be collected from Maker under  applicable  law (the "DEFAULT  INTEREST
RATE"), and such default interest shall be immediately due and payable.


                                       8
<PAGE>

      2.4. 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 B 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.

      2.5.  Maker to Pay  Costs.  In the  event  that  this B 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.

      2.6.  Exculpation.  Notwithstanding  anything  in this B 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 B 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 B 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
B 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 B
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 B 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 (i) 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,  or (ii) if the
Security  Property or any part thereof  shall become an asset in (A) a voluntary
bankruptcy or insolvency  proceeding of Maker, or (B) an involuntary  bankruptcy
or insolvency  proceeding of Maker which is not dismissed within sixty (60) days
of filing  but only if Maker has  failed to use best  efforts  to  dismiss  such
proceeding  or if  Maker,  Indemnitor  or any  affiliate  or  agent  of Maker or
Indemnitor  has acted in concert with,  colluded or conspired  with any party to
cause the filing of any involuntary bankruptcy or other insolvency proceeding.


                                       10
<PAGE>

      Notwithstanding  anything  to the  contrary in this B 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 B 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 III. - GENERAL CONDITIONS

      3.1.  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 B 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 B 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 B Note or
any installment due hereunder made by agreement with any person now or hereafter
liable  for the  payment of this B Note shall  operate  to  release,  discharge,
modify,  change or affect the  original  liability  of Maker  under this B Note,
either in whole or in part,  unless  Payee agrees  otherwise in writing.  This B
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.

      3.2.  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 B Note or the other Loan Documents.

      3.3.  Limit  of  Validity.  The  provisions  of  this  B  Note  and of all
agreements  between Maker and Payee,  whether now existing or hereafter  arising
and whether written or oral, including,  but not limited to, the Loan Documents,
are hereby  expressly  limited so that in no  contingency  or event  whatsoever,
whether by reason of demand or  acceleration  of the  maturity of this B Note or
otherwise,  shall the amount contracted for, charged,  taken, reserved,  paid or
agreed to be paid ("INTEREST") to Payee for the use, forbearance or detention of
the money loaned under this B Note exceed the maximum amount  permissible  under
applicable law. If, from any circumstance whatsoever, performance or fulfillment
of any provision  hereof or of any agreement  between Maker and Payee shall,  at
the time  performance or fulfillment of such provision  shall be due, exceed the
limit  for  Interest  prescribed  by law or  otherwise  transcend  the  limit of
validity  prescribed by applicable law, then,  ipso facto,  the obligation to be
performed  or  fulfilled  shall  be  reduced  to such  limit,  and if,  from any
circumstance  whatsoever,  Payee shall ever  receive  anything  of value  deemed
Interest by applicable  law in excess of the maximum  lawful  amount,  an amount
equal  to any  excessive  Interest  shall be  applied  to the  reduction  of the
principal  balance  owing under this B Note in the inverse order of its maturity
(whether or not then due) or, at the option of Payee, be paid over to Maker, and
not to the payment of Interest.  All Interest (including any amounts or payments
judicially  or otherwise  under the law deemed to be Interest)  contracted  for,
charged,  taken,  reserved,  paid or  agreed to be paid to Payee  shall,  to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout  the full term of this B Note,  including any extensions and renewals
hereof until payment in full of the principal balance of this B Note so that the
Interest  thereon  for such full term  will not  exceed at any time the  maximum
amount  permitted by applicable  law. To the extent  United  States  federal law
permits a greater  amount of  interest  than is  permitted  under the law of the
State in which the  Security  Property  is  located,  Payee  will rely on United
States federal law for the purpose of determining  the maximum amount  permitted
by applicable law.  Additionally,  to the extent permitted by applicable law now
or  hereafter  in  effect,  Payee  may,  at its  option  and from  time to time,
implement any other method of computing the maximum lawful rate under the law of
the State in which the  Security  Property is located or under other  applicable
law by giving notice, if required, to Maker as provided by applicable law now or
hereafter in effect.  This Section 3.3 will control all agreements between Maker
and Payee.


                                       11
<PAGE>

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

      3.5.  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 B Note or return thereof
to Maker and shall not be discharged or satisfied with any prior payment thereof
or cancellation of this B 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.

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


                                       12
<PAGE>

      3.7.  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 B 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.

      3.8.  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 B 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.

      3.9.  Dissemination  of  Information.  If Payee  determines at any time to
sell, transfer or assign this B 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 B 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.

      3.10.  Splitting the Loan.  Payee shall have the right at no cost to Maker
from time to time to sever this B 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 B 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.


                                       13
<PAGE>

                     ARTICLE IV. - MISCELLANEOUS PROVISIONS

      4.1. 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 B 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 B Note. This B 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.

      4.2.  Taxpayer  Identification.   Maker's  Tax  Identification  Number  is
13-4196336.

             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       14
<PAGE>

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

                               MAKER:

                               CLF 1000 MILWAUKEE AVENUE LLC,
                               a Delaware limited liability company

                               By: Caplease, LP, a Delaware limited partnership,
                                   its sole member

                                   By: CLF OP General Partner, LLC,
                                       a Delaware limited liability company,
                                       its general partner

                                       By: Capital Lease Funding, Inc.,
                                           a Maryland corporation,
                                           its sole member

                                           By:      /s/ Robert C. Blanz
                                              ----------------------------------
                                              Name: Robert Blanz
                                              Title: Sr Vice President


                                       15
<PAGE>

                    ANNEX 1 TO $9,992,313.00 PROMISSORY NOTE
                        BY CLF 1000 MILWAUKEE AVENUE LLC
                                 TO CAPLEASE, LP


                                 [SEE ATTACHED]
<PAGE>

AON - GLENVIEW, IL

                                                 B Note Amount   $ 9,995,908.90

<TABLE>
<CAPTION>
                                                 -----------------------------------------------------------------------------------
                                                    B NOTE
                                                                                                        TOTAL DEBT
                                                                                                        ----------
                                                                                                      SERVICE PAYMENT
                                                                                                      ---------------
 PERIOD           DATE             RENT             COUPON    INT FACTOR    INTEREST       PRINCIPAL      (B NOTE)      BALANCE
 ------           ----             ----             ------    ----------    --------       ---------      --------      -------
<S>               <C>              <C>              <C>         <C>         <C>            <C>           <C>            <C>
      0           11/11/2004                                                                                            9,995,908.90
      1           12/11/2004       510,380.34       5.230%      0.436%      43,565.50      70,987.43     114,552.94     9,924,921.47
      2            1/11/2005       510,380.34       5.230%      0.450%      44,697.99      65,124.30     109,822.28     9,859,797.17
      3            2/11/2005       510,380.34       5.230%      0.450%      44,404.69      65,417.59     109,822.28     9,794,379.58
      4            3/11/2005       510,380.34       5.230%      0.407%      39,841.36      84,172.88     124,014.24     9,710,206.70
      5            4/11/2005       510,380.34       5.230%      0.450%      43,730.99      66,091.29     109,822.28     9,644,115.41
      6            5/11/2005       510,380.34       5.230%      0.436%      42,032.27      72,520.67     114,552.94     9,571,594.74
      7            6/11/2005       510,380.34       5.230%      0.450%      43,106.74      66,715.54     109,822.28     9,504,879.20
      8            7/11/2005       510,380.34       5.230%      0.436%      41,425.43      73,127.50     114,552.94     9,431,751.70
      9            8/11/2005       510,380.34       5.230%      0.450%      42,476.94      67,345.34     109,822.28     9,364,406.36
     10            9/11/2005       510,380.34       5.230%      0.450%      42,173.64      67,648.64     109,822.28     9,296,757.72
     11           10/11/2005       510,380.34       5.230%      0.436%      40,518.37      74,034.57     114,552.94     9,222,723.15
     12           11/11/2005       510,380.34       5.230%      0.450%      41,535.56      68,286.72     109,822.28     9,154,436.43
     13           12/11/2005       527,632.89       5.230%      0.436%      39,898.09      83,324.47     123,222.56     9,071,111.96
     14            1/11/2006       527,632.89       5.230%      0.450%      40,852.76      77,639.14     118,491.91     8,993,472.81
     15            2/11/2006       527,632.89       5.230%      0.450%      40,503.10      77,988.80     118,491.91     8,915,484.01
     16            3/11/2006       527,632.89       5.230%      0.407%      36,266.21      96,417.66     132,683.87     8,819,066.35
     17            4/11/2006       527,632.89       5.230%      0.450%      39,717.65      78,774.26     118,491.91     8,740,292.09
     18            5/11/2006       527,632.89       5.230%      0.436%      38,093.11      85,129.45     123,222.56     8,655,162.64
     19            6/11/2006       527,632.89       5.230%      0.450%      38,979.49      79,512.42     118,491.91     8,575,650.22
     20            7/11/2006       527,632.89       5.230%      0.436%      37,375.54      85,847.02     123,222.56     8,489,803.21
     21            8/11/2006       527,632.89       5.230%      0.450%      38,234.77      80,257.13     118,491.91     8,409,546.07
     22            9/11/2006       527,632.89       5.230%      0.450%      37,873.33      80,618.58     118,491.91     8,328,927.49
     23           10/11/2006       527,632.89       5.230%      0.436%      36,300.24      86,922.32     123,222.56     8,242,005.18
     24           11/11/2006       527,632.89       5.230%      0.450%      37,118.79      81,373.12     118,491.91     8,160,632.06
     25           12/11/2006       544,899.84       5.230%      0.436%      35,566.75      96,332.66     131,899.42     8,064,299.39
     26            1/11/2007       544,899.84       5.230%      0.450%      36,318.47      90,850.30     127,168.77     7,973,449.10
     27            2/11/2007       544,899.84       5.230%      0.450%      35,909.31      91,259.45     127,168.77     7,882,189.65
     28            3/11/2007       544,899.84       5.230%      0.407%      32,063.00     109,297.73     141,360.73     7,772,891.92
     29            4/11/2007       544,899.84       5.230%      0.450%      35,006.08      92,162.68     127,168.77     7,680,729.23
     30            5/11/2007       544,899.84       5.230%      0.436%      33,475.18      98,424.24     131,899.42     7,582,304.99
     31            6/11/2007       544,899.84       5.230%      0.450%      34,147.75      93,021.01     127,168.77     7,489,283.98
     32            7/11/2007       544,899.84       5.230%      0.436%      32,640.80      99,258.62     131,899.42     7,390,025.36
     33            8/11/2007       544,899.84       5.230%      0.450%      33,281.80      93,886.97     127,168.77     7,296,138.39
     34            9/11/2007       544,899.84       5.230%      0.450%      32,858.97      94,309.80     127,168.77     7,201,828.59
     35           10/11/2007       544,899.84       5.230%      0.436%      31,387.97     100,511.45     131,899.42     7,101,317.14
     36           11/11/2007       544,899.84       5.230%      0.450%      31,981.57      95,187.20     127,168.77     7,006,129.95
     37           12/11/2007       562,181.63       5.230%      0.436%      30,535.05      63,632.73      94,167.78     6,942,497.22
     38            1/11/2008       562,181.63       5.230%      0.450%      31,266.31      62,901.47      94,167.78     6,879,595.75
     39            2/11/2008       562,181.63       5.230%      0.450%      30,983.02      63,184.75      94,167.78     6,816,411.00
     40            3/11/2008       562,181.63       5.230%      0.421%      28,717.92      65,449.86      94,167.78     6,750,961.14
     41            4/11/2008       562,181.63       5.230%      0.450%      30,403.70      63,764.07      94,167.78     6,687,197.07
     42            5/11/2008       562,181.63       5.230%      0.436%      29,145.03      65,022.74      94,167.78     6,622,174.32
     43            6/11/2008       562,181.63       5.230%      0.450%      29,823.70      64,344.08      94,167.78     6,557,830.24
     44            7/11/2008       562,181.63       5.230%      0.436%      28,581.21      65,586.57      94,167.78     6,492,243.67
     45            8/11/2008       562,181.63       5.230%      0.450%      29,238.54      64,929.24      94,167.78     6,427,314.44
     46            9/11/2008       562,181.63       5.230%      0.450%      28,946.12      65,221.65      94,167.78     6,362,092.79
     47           10/11/2008       562,181.63       5.230%      0.436%      27,728.12      66,439.66      94,167.78     6,295,653.13
     48           11/11/2008       562,181.63       5.230%      0.450%      28,353.17      65,814.60      94,167.78     6,229,838.52
     49           12/11/2008       579,478.70       5.230%      0.436%      27,151.71      69,913.40      97,065.11     6,159,925.13
     50            1/11/2009       579,478.70       5.230%      0.450%      27,741.91      69,323.20      97,065.11     6,090,601.93
     51            2/11/2009       579,478.70       5.230%      0.450%      27,429.70      69,635.41      97,065.11     6,020,966.52
     52            3/11/2009       579,478.70       5.230%      0.407%      24,491.95      72,573.15      97,065.11     5,948,393.37
     53            4/11/2009       579,478.70       5.230%      0.450%      26,789.25      70,275.86      97,065.11     5,878,117.51
     54            5/11/2009       579,478.70       5.230%      0.436%      25,618.80      71,446.31      97,065.11     5,806,671.20
     55            6/11/2009       579,478.70       5.230%      0.450%      26,150.99      70,914.12      97,065.11     5,735,757.08
     56            7/11/2009       579,478.70       5.230%      0.436%      24,998.34      72,066.77      97,065.11     5,663,690.31
     57            8/11/2009       579,478.70       5.230%      0.450%      25,507.06      71,558.05      97,065.11     5,592,132.26
     58            9/11/2009       579,478.70       5.230%      0.450%      25,184.79      71,880.32      97,065.11     5,520,251.94
     59           10/11/2009       579,478.70       5.230%      0.436%      24,059.10      73,006.01      97,065.11     5,447,245.93
     60           11/11/2009       579,478.70       5.230%      0.450%      24,532.28      72,532.83      97,065.11     5,374,713.10
     61           12/11/2009       588,405.28       5.230%      0.436%      23,424.79      75,135.56      98,560.35     5,299,577.54
     62            1/11/2010       588,405.28       5.230%      0.450%      23,867.24      74,693.11      98,560.35     5,224,884.43
     63            2/11/2010       588,405.28       5.230%      0.450%      23,530.85      75,029.50      98,560.35     5,149,854.93
     64            3/11/2010       588,405.28       5.230%      0.407%      20,948.47      77,611.88      98,560.35     5,072,243.05
     65            4/11/2010       588,405.28       5.230%      0.450%      22,843.41      75,716.94      98,560.35     4,996,526.11
     66            5/11/2010       588,405.28       5.230%      0.436%      21,776.53      76,783.82      98,560.35     4,919,742.29
     67            6/11/2010       588,405.28       5.230%      0.450%      22,156.61      76,403.74      98,560.35     4,843,338.55
     68            7/11/2010       588,405.28       5.230%      0.436%      21,108.88      77,451.46      98,560.35     4,765,887.08
     69            8/11/2010       588,405.28       5.230%      0.450%      21,463.70      77,096.65      98,560.35     4,688,790.44
     70            9/11/2010       588,405.28       5.230%      0.450%      21,116.49      77,443.86      98,560.35     4,611,346.58
</TABLE>
<PAGE>

AON - GLENVIEW, IL

                                                 B Note Amount   $ 9,995,908.90

<TABLE>
<CAPTION>
                                                 -----------------------------------------------------------------------------------
                                                    B NOTE
                                                                                                        TOTAL DEBT
                                                                                                        ----------
                                                                                                      SERVICE PAYMENT
                                                                                                      ---------------
 PERIOD           DATE             RENT             COUPON    INT FACTOR    INTEREST       PRINCIPAL      (B NOTE)      BALANCE
 ------           ----             ----             ------    ----------    --------       ---------      --------      -------
<S>               <C>              <C>              <C>         <C>         <C>            <C>           <C>            <C>
     71           10/11/2010       588,405.28       5.230%      0.436%      20,097.79      78,462.56      98,560.35     4,532,884.02
     72           11/11/2010       588,405.28       5.230%      0.450%      20,414.35      78,146.00      98,560.35     4,454,738.02
     73           12/11/2010       597,348.06       5.230%      0.436%      19,415.23      80,643.07     100,058.30     4,374,094.95
     74            1/11/2011       597,348.06       5.230%      0.450%      19,699.22      80,359.08     100,058.30     4,293,735.87
     75            2/11/2011       597,348.06       5.230%      0.450%      19,337.32      80,720.99     100,058.30     4,213,014.88
     76            3/11/2011       597,348.06       5.230%      0.407%      17,137.61      82,920.69     100,058.30     4,130,094.19
     77            4/11/2011       597,348.06       5.230%      0.450%      18,600.34      81,457.96     100,058.30     4,048,636.22
     78            5/11/2011       597,348.06       5.230%      0.436%      17,645.31      82,413.00     100,058.30     3,966,223.23
     79            6/11/2011       597,348.06       5.230%      0.450%      17,862.33      82,195.97     100,058.30     3,884,027.25
     80            7/11/2011       597,348.06       5.230%      0.436%      16,927.89      83,130.42     100,058.30     3,800,896.84
     81            8/11/2011       597,348.06       5.230%      0.450%      17,117.76      82,940.54     100,058.30     3,717,956.30
     82            9/11/2011       597,348.06       5.230%      0.450%      16,744.23      83,314.07     100,058.30     3,634,642.22
     83           10/11/2011       597,348.06       5.230%      0.436%      15,840.98      84,217.32     100,058.30     3,550,424.91
     84           11/11/2011       597,348.06       5.230%      0.450%      15,989.73      84,068.57     100,058.30     3,466,356.34
     85           12/11/2011       606,307.55       5.230%      0.436%      15,107.54      86,451.52     101,559.05     3,379,904.82
     86            1/11/2012       606,307.55       5.230%      0.450%      15,221.78      86,337.28     101,559.05     3,293,567.54
     87            2/11/2012       606,307.55       5.230%      0.450%      14,832.95      86,726.11     101,559.05     3,206,841.44
     88            3/11/2012       606,307.55       5.230%      0.421%      13,510.60      88,048.45     101,559.05     3,118,792.99
     89            4/11/2012       606,307.55       5.230%      0.450%      14,045.83      87,513.22     101,559.05     3,031,279.77
     90            5/11/2012       606,307.55       5.230%      0.436%      13,211.33      88,347.73     101,559.05     2,942,932.04
     91            6/11/2012       606,307.55       5.230%      0.450%      13,253.82      88,305.23     101,559.05     2,854,626.81
     92            7/11/2012       606,307.55       5.230%      0.436%      12,441.42      89,117.64     101,559.05     2,765,509.17
     93            8/11/2012       606,307.55       5.230%      0.450%      12,454.78      89,104.27     101,559.05     2,676,404.90
     94            9/11/2012       606,307.55       5.230%      0.450%      12,053.49      89,505.57     101,559.05     2,586,899.33
     95           10/11/2012       606,307.55       5.230%      0.436%      11,274.57      90,284.48     101,559.05     2,496,614.85
     96           11/11/2012       606,307.55       5.230%      0.450%      11,243.78      90,315.27     101,559.05     2,406,299.58
     97           12/11/2012       623,670.46       5.230%      0.436%      10,487.46      93,979.96     104,467.41     2,312,319.62
     98            1/11/2013       623,670.46       5.230%      0.450%      10,413.79      94,053.62     104,467.41     2,218,265.99
     99            2/11/2013       623,670.46       5.230%      0.450%       9,990.21      94,477.21     104,467.41     2,123,788.79
    100            3/11/2013       623,670.46       5.230%      0.407%       8,639.10      95,828.31     104,467.41     2,027,960.48
    101            4/11/2013       623,670.46       5.230%      0.450%       9,133.15      95,334.27     104,467.41     1,932,626.21
    102            5/11/2013       623,670.46       5.230%      0.436%       8,423.03      96,044.38     104,467.41     1,836,581.82
    103            6/11/2013       623,670.46       5.230%      0.450%       8,271.25      96,196.16     104,467.41     1,740,385.66
    104            7/11/2013       623,670.46       5.230%      0.436%       7,585.18      96,882.23     104,467.41     1,643,503.43
    105            8/11/2013       623,670.46       5.230%      0.450%       7,401.70      97,065.71     104,467.41     1,546,437.72
    106            9/11/2013       623,670.46       5.230%      0.450%       6,964.55      97,502.86     104,467.41     1,448,934.86
    107           10/11/2013       623,670.46       5.230%      0.436%       6,314.94      98,152.47     104,467.41     1,350,782.39
    108           11/11/2013       623,670.46       5.230%      0.450%       6,083.40      98,384.01     104,467.41     1,252,398.37
    109           12/11/2013       641,051.08       5.230%      0.436%       5,458.37     101,920.37     107,378.74     1,150,478.00
    110            1/11/2014       641,051.08       5.230%      0.450%       5,181.31     102,197.43     107,378.74     1,048,280.57
    111            2/11/2014       641,051.08       5.230%      0.450%       4,721.05     102,657.69     107,378.74       945,622.87
    112            3/11/2014       641,051.08       5.230%      0.407%       3,846.58     103,532.16     107,378.74       842,090.72
    113            4/11/2014       641,051.08       5.230%      0.450%       3,792.45     103,586.29     107,378.74       738,504.43
    114            5/11/2014       641,051.08       5.230%      0.436%       3,218.65     104,160.09     107,378.74       634,344.33
    115            6/11/2014       641,051.08       5.230%      0.450%       2,856.84     104,521.90     107,378.74       529,822.43
    116            7/11/2014       641,051.08       5.230%      0.436%       2,309.14     105,069.60     107,378.74       424,752.84
    117            8/11/2014       641,051.08       5.230%      0.450%       1,912.92     105,465.82     107,378.74       319,287.02
    118            9/11/2014       641,051.08       5.230%      0.450%       1,437.94     105,940.80     107,378.74       213,346.22
    119           10/11/2014       641,051.08       5.230%      0.436%         929.83     106,448.91     107,378.74       106,897.32
    120           11/11/2014       641,051.08       5.230%      0.450%         481.42     106,897.32     107,378.74              -
                                                 -----------------------------------------------------------------------------------
</TABLE>

</TEXT>
</DOCUMENT>
