Note

Note. The initial Holder a $2,000,000 Senior Secured Convertible Promissory Note (the "Note")

Note. Note that underlined text denotes additions and strikethrough text denotes deletions to the Note.

Note. The Multifamily Note described on page 1 of this Instrument, including the Acknowledgment and Agreement of Key Principal to Personal Liability for Exceptions to Non-Recourse Liability (if any), and all schedules, riders, allonges and addenda, as such Multifamily Note may be amended from time to time.

Note. Shall mean have the meaning given such term in Paragraph 2(b) hereof

Note. The convertible promissory note issued by the Company to the Purchaser on the date hereof

Note. And "Notes" have the respective meanings specified in the Securities Purchase Agreement.

Note. The meaning set forth in Recital A to this Agreement.

Note. The Company's Floating Rate Series A Secured Notes due 2013.

Note. The meaning assigned to that term in the heading.

Note. This Note as originally executed or if later amended, modified, supplemented or replaced then, as so amended, modified, supplemented or replaced