FIXED RATE NOTE



$17,000,000,00                                                September 6, 2002



         FOR VALUE RECEIVED, NEWINGTON TERMINAL ASSOCIATES LLC, a Delaware

limited liability company ("Maker"), having its principal place of business at

7200 Wisconsin Avenue, Suite 310, Bethesda, MD 20814, promises to pay to the

order of SUBURBAN CAPITAL MARKETS, INC., a Maryland corporation, its successors

or assigns ("Payee") at the office of Payee or its agent, designee or assignee

at c/o Midland Loan Services, Inc. 10851 Mastin, Suite 300, Overland Park, KS

66210, or at such place as the holder hereof may from time to time designate in

writing, the principal sum of SEVENTEEN MILLION AND NO/100 DOLLARS

($17,000,000.00) in lawful money of the United States of America with interest

thereon to be computed on the unpaid principal balance from time to time

outstanding from the date of this Note (herein so called) at the Interest Rate

(hereinafter defined), and to be paid in installments as follows:



         1.       Payment Terms



                  (a)      A payment of interest only on the date hereof for the

period from the date hereof through September 30, 2002, both inclusive;



                  (b)      A constant payment of $109,697.26, (the "Constant

Payment"), on the first day of November. 2002, and on the first day of each

calendar month thereafter up to and including the first day of September, 2012,

each of such payments to be applied to the payment of interest computed at the

Interest Rate (as defined below); and the balance applied toward the reduction

of the principal sum; and



                  (c)      The balance of said principal sum and all interest

thereon shall be due and payable on the first day of October, 2012 (the

"Maturity Date"). Interest on the principal sum of this Note shall be calculated

by multiplying the actual number of days elapsed in each accrual period by a

daily rate based on a three hundred sixty (360) day year. In computing the

number of days during which such interest accrues, the day on which funds are

initially advanced shall be included regardless of the time of day such advance

is made, and the day on which funds are repaid shall be included unless

repayment is credited prior to close of business. The Constant Payment required

hereunder is based on an amortization schedule of three hundred sixty (360)

months.



         In the absence of a specific determination by Payee to the contrary,

all payments paid by Maker to Payee in connection with the obligations of Maker

under this Note and under the other Loan Documents (as hereinafter defined)

shall be applied in the following order of priority: (a) to amounts, other than

principal and interest, due to Payee pursuant to this Note or the other Loan

Documents; (b) to the portion of accrued but unpaid interest accruing on this

Note; and (c) to the unpaid principal balance of this Note. Maker irrevocably

waives the right to direct the application of any and all payments at any time

hereafter received by Payee from or on behalf of



{PAGE}



Maker, and Maker irrevocably agrees that Payee shall have the continuing

exclusive right to apply any and all such payments against the then due and

owing obligations of Maker in such order of priority as Payee may deem

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