NEWKIRK MASTER LP
MASTER PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>MASTER PROMISSORY NOTE
<TEXT>
<PAGE>

                             MASTER PROMISSORY NOTE


$208,473,427.27                                          As of November 24, 2003


1.       Promise To Pay.

         FOR VALUE RECEIVED, THE NEWKIRK MASTER LIMITED PARTNERSHIP, a Delaware
limited partnership having an address at c/o Winthrop Financial Associates,
Seven Bulfinch Place, Boston, Massachusetts 02114 ("NMLP"), promises to pay to
the order of FLEET NATIONAL BANK, a national banking association having an
address at 100 Federal Street, Boston, Massachusetts 02110, as Agent on behalf
of the Lenders ("AGENT"), the principal sum of TWO HUNDRED EIGHT MILLION FOUR
HUNDRED SEVENTY THREE THOUSAND FOUR HUNDRED TWENTY SEVEN DOLLARS AND 27/100
($208,473,427.27), or so much thereof as may be advanced, with interest thereon,
until such principal sum shall be fully paid. Interest and principal shall be
payable in installments as provided in the Loan Agreement (as defined below).
The total principal sum, or the amount thereof outstanding, together with any
accrued but unpaid interest, shall be due and payable in full on November 24,
2006 ("MATURITY DATE"), which term is further defined in, and is subject to
acceleration, or extension for two (2) one (1) year extensions (each an
"EXTENDED MATURITY DATE"), in accordance with the Loan Agreement (as defined
below) pursuant to which this Note has been issued.

2.       Master Loan Agreement.

         This Note is issued pursuant to the terms, provisions and conditions of
an agreement captioned "Master Loan Agreement" (the "LOAN AGREEMENT") dated as
of even date among NMLP, T-Two Partners, L.P., a Delaware limited partnership,
Fleet National Bank and the other financial institutions named therein (Fleet
National Bank and such other institutions, the "LENDERS") and Agent, and
evidences the NMLP Loan made pursuant thereto. Capitalized terms used herein
which are not otherwise specifically defined shall have the same meaning herein
as in the Loan Agreement. The Lenders shall each be deemed to share a
proportionate interest in this Note in accordance with each Lender's Commitment
Percentage as set forth in the Register maintained by Agent in accordance with
the Loan Agreement.

3.       Acceleration; Event of Default.

         At the option of the holder, this Note and the indebtedness evidenced
hereby shall become immediately due and payable without further notice or
demand, and notwithstanding any prior waiver of any breach or default, or other
indulgence, upon the occurrence at any time of any one or more of the following
events, each of which shall be an "Event of Default" hereunder and under the
Loan Agreement and each other NMLP Loan Document: (i) an Event of Default as
defined in or as set forth in the Loan Agreement or any other NMLP Loan
Document, each as the same may from time to time hereafter be amended; or (ii)
an event which pursuant to any express provision of the Loan Agreement, or of
any other NMLP Loan Document, gives Agent the right to accelerate the NMLP Loan.
Upon the occurrence and during the continuance of an Event of Default, Agent
shall have, in addition to any rights and remedies contained herein, any and all
rights and remedies set forth in the Loan Agreement.

4.       Certain Waivers, Consents and Agreements.

         Except as specifically provided otherwise in the Loan Agreement, each
and every party liable hereon or for the indebtedness evidenced hereby whether
as maker, endorser, guarantor, surety or

                                  Page 1 of 4

<PAGE>



otherwise hereby: (a) waives presentment, demand, protest, suretyship defenses
and defenses in the nature thereof; (b) waives any defenses based upon and
specifically assents to any and all extensions and postponements of the time for
payment, changes in terms and conditions and all other indulgences and
forbearances which may be granted by the holder to any party now or hereafter
liable hereunder or for the indebtedness evidenced hereby; (c) agrees to any
substitution, exchange, release, surrender or other delivery of any security or
collateral now or hereafter held hereunder or in connection with the Loan
Agreement, or any of the other NMLP Loan Documents, and to the addition or
release of any other party or person primarily or secondarily liable; (d) agrees
that if any security or collateral given to secure this Note or the indebtedness
evidenced hereby or to secure any of the obligations set forth or referred to in
the Loan Agreement, or any of the other NMLP Loan Documents, shall be found to
be unenforceable in full or to any extent, or if Agent or any other party shall
fail to duly perfect or protect such collateral, the same shall not relieve or
release any party liable hereon or thereon nor vitiate any other security or
collateral given for any obligations evidenced hereby or thereby; (e) agrees to
pay all reasonable costs and expenses incurred by Agent and Lenders or any other
holder of this Note in connection with the indebtedness evidenced hereby
pursuant to the Loan Agreement, including, without limitation, all reasonable
attorneys' fees and costs, for the closing of the NMLP Loan, the collection of
the indebtedness evidenced hereby and the enforcement of rights and remedies
hereunder or under the other NMLP Loan Documents, whether or not suit is
instituted; and (f) consents to all of the terms and conditions contained in
this Note, the Loan Agreement, and all other instruments now or hereafter
executed evidencing or governing all or any portion of the security or
collateral for this Note and for such Loan Agreement, or any one or more of the
other NMLP Loan Documents.

5.       Delay Not A Bar.

         No delay or omission on the part of the holder in exercising any right
hereunder or any right under any instrument or agreement now or hereafter
executed in connection herewith, or any agreement or instrument which is given
or may be given to secure the indebtedness evidenced hereby or by the Loan
Agreement, or any other agreement now or hereafter executed in connection
herewith or therewith shall operate as a waiver of any such right or of any
other right of such holder, nor shall any delay, omission or waiver on any one
occasion be deemed to be a bar to or waiver of the same or of any other right on
any future occasion.

6.       Partial Invalidity.

         The invalidity or unenforceability of any provision hereof, of the Loan
Agreement, of the other NMLP Loan Documents, or of any other instrument,
agreement or document now or hereafter executed in connection with the NMLP Loan
made pursuant hereto and thereto shall not impair or vitiate any other provision
of any of such instruments, agreements and documents, all of which provisions
shall be enforceable to the fullest extent now or hereafter permitted by law.

7.       Compliance With Usury Laws.

         All agreements between NMLP, Agent, and Lenders are hereby expressly
limited so that in no contingency or event whatsoever, whether by reason of
acceleration of maturity of the indebtedness evidenced hereby or otherwise,
shall the amount paid or agreed to be paid to Agent or Lenders for the use or
the forbearance of the indebtedness evidenced hereby exceed the maximum
permissible under applicable law. As used herein, the term "applicable law"
shall mean the law in effect as of the date hereof, provided, however, that in
the event there is a change in the law which results in a higher permissible
rate of interest, then this Note shall be governed by such new law as of its
effective date. In this regard, it is expressly agreed that it is the intent of
NMLP, Agent and Lenders in the execution, delivery and acceptance of this Note
to contract in strict compliance with the laws of the Commonwealth of
Massachusetts from time to time in effect. If, under or from any

                                  Page 2 of 4

<PAGE>



circumstances whatsoever, fulfillment of any provision hereof or of any of the
NMLP Loan Documents or the NMLP Security Documents at the time performance of
such provision shall be due, shall involve transcending the limit of validity
prescribed by applicable law, then the obligation to be fulfilled shall
automatically be reduced to the limit of such validity, and if under or from any
circumstances whatsoever Agent or Lenders should ever receive as interest an
amount which would exceed the highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of the principal balance
evidenced hereby without any prepayment fees or charges and not to the payment
of interest. This provision shall control every other provision of all
agreements among NMLP, Agent and Lenders.

8.       Use of Proceeds.

         All proceeds of the NMLP Loan shall be used solely for the purposes
more particularly provided for and limited by the Loan Agreement.

9.       Security.

         This Note is secured by the NMLP Collateral as set forth in the Loan
Agreement.

10.      Notices.

         Any notices given with respect to this Note shall be given in the
manner provided for in the Loan Agreement.

11.      Governing Law and Consent to Jurisdiction.

         11.1. Substantial Relationship. It is understood and agreed that all of
the NMLP Loan Documents were negotiated, executed and delivered in the
Commonwealth of Massachusetts, which Commonwealth the parties agree has a
substantial relationship to the parties and to the underlying transactions
embodied by the NMLP Loan Documents.

         11.2. Place of Delivery. NMLP agrees to furnish to Agent at Agent's
office in Boston, Massachusetts all further instruments, certifications and
documents to be furnished hereunder.

         11.3. Governing Law. This Note and each of the other NMLP Loan
Documents shall in all respects be governed, construed, applied and enforced in
accordance with the internal laws of the Commonwealth of Massachusetts without
regard to principles of conflicts of law.

         11.4. Consent to Jurisdiction. NMLP hereby consents to personal
jurisdiction in any state or Federal court located within the Commonwealth of
Massachusetts.

12.      No Oral Change.

         This Note and the other NMLP Loan Documents may only be amended,
terminated, extended or otherwise modified by a writing signed by the party
against which enforcement is sought. In no event shall any oral agreements,
promises, actions, inactions, knowledge, course of conduct, course of dealing,
or the like be effective to amend, terminate, extend or otherwise modify this
Note or any of the other NMLP Loan Documents.


                                  Page 3 of 4

<PAGE>


13.      Rights of the Holder.

         This Note and the rights and remedies provided for herein may be
enforced by Agent or any subsequent holder hereof. Wherever the context permits
each reference to the term "holder" herein shall mean and refer to Agent or the
then holder of this Note.

14.      Survival.

         This Note shall survive and continue in full force and effect beyond
and after the payment and satisfaction of the NMLP Obligations in the event that
Agent or any Lender is required to disgorge or return any payment or property
received as a result of any laws pertaining to preferences, fraudulent transfers
or fraudulent conveyances but such survival and continuation shall be limited to
the amount of such disgorgement or return and shall terminate upon payment
thereof by NMLP.

         IN WITNESS WHEREOF, NMLP has caused this Note to be duly executed as of
the date set forth above as a sealed instrument at Boston, Massachusetts.


NMLP:                           THE NEWKIRK MASTER LIMITED PARTNERSHIP,
                                A Delaware limited partnership

                                By:      MLP GP LLC, its General Partner

                                         By:   Newkirk MLP Corp., its Manager


                                         By:__________________________________
                                         Name:    Carolyn Tiffany
                                         Title:   Chief Operating Officer























                                   Page 4 of 4




</TEXT>
</DOCUMENT>
