Promissory Note Secured BY Deed of Trust

Exhibit 10.3


FIRST AMENDMENT TO AND EXTENSION OF NON-RECOURSE
PROMISSORY NOTE SECURED BY DEED OF TRUST


This First Amendment to and Extension of Non-Recourse Promissory Note Secured by Deed of Trust ("Amendment") is made this 11th day of April, 2002 by and between TC KEARNY VILLA LP, a Delaware limited partnership ("Borrower"), and DELTA DESIGN, INC., a Delaware corporation ("Lender").


RECITALS


A. Lender made a loan to Borrower in the original principal amount of Nine Million Three Hundred Seventy-Five Thousand and 00/100 Dollars ($9,375,000.00) (the "Loan"), evidenced by that certain Non-Recourse Promissory Note Secured by Deed of Trust dated April 11, 2001 (the "Note"), and secured by a Deed of Trust With Assignment of Rents (the "Deed of Trust"), recorded on April 16, 2001 as Document Number 2001-0231974 in the San Diego County Recorder's Office, encumbering certain real property owned by Trustor, as more particularly described in the Deed of Trust.


B. Borrower and Lender have agreed, among other things, to extend the Maturity Date (as defined in the Note), and to amend the Note, subject to the terms and conditions set forth herein.


C. Capitalized terms used but not defined herein shall have their meanings set forth in the Note.


AGREEMENT


NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


(1) Maturity Date. The "Maturity Date" under the Note is hereby revised to mean March 31, 2003, and, accordingly, notwithstanding anything to the contrary contained in the Note, Deed of Trust, or any other document, the then outstanding principal balance of the Note, together with all interest unpaid and accrued thereon shall be due and payable on March 31, 2003.


(2) Borrower Payments. Concurrentl ...