ANDERSON, BRIAN PROMISSORY NOTE 1994

Any principal and /or interest payment due shall be made on the first day of each month and shall continue until the principal and interest are fully paid. All payments shall be credited first to Interest and the remainder to principal. All payments hereunder shall be made in lawful money of the United States of America. All of the outstanding principal and Interest due under the Note shall be due and payable to the City upon the date of "Transfer" of the Residence, as described in Section 2.3 herein. 2.0 Definitions. The terms in this Note set forth in this section shall have the following meanings: 2.1 Closing Costs. "Closing Costs" shall mean the actual reasonable costs to Borrower, including real estate transfer taxes, title insurance, and escrow costs incurred by City by reason of the purchase or sale of the Residence by Borrower. 2.2 Net Appreciation. "Net Appreciation" shall mean the sale price of the Residence upon its Transfer by Borrower minus (i) Closing Costs attributable to such Transfer, and (ii) the purchase price of the Residence when originally acquired by Borrower. The sale price shall be limited to the lower of either (1) the percentage increase in the growth of the Oakland Primary Metropolitan Statistical Area ( "PMSA ") median family income as determined by the Department of Housing and Urban Development (HUD) or HUD's successor, from date of purchase until date of the Borrower's issuance of the Notice of Intended Transfer or Vacation; or (2) the fair market value as determined by an independent licensed real estate appraiser. The intent of this definition is for the unit to appreciate at the same rate as median family income and not to appreciate at the same rate as the real estate market. 2.3 Transfer. "Transfer" shall mean any voluntary or involuntary sale, assignment or transfer of ownership of the Residence or of any interest in the Residence, including, but not limited to, a fee simple interest, a joint tenancy interest, a life estate, a leasehold interest, or an interest evidenced by a land contract by which possession of the Residence is transferred and Borrower retains title, except transfers by gift, devise or inheritance to an existing spouse, surviving joint tenant, or a spouse as part of a dissolution proceeding or in connection with marriage. 3.0 Borrower's Acknowledgements. Borrower acknowledges the following: 3.1 City of Pleasanton Homeownership Assistance Program (PHAP). One of the components of the City of Pleasanton Homeownership Assistance Program (PHAP) enacted by the City is to provide affordable housing opportunities for, among others, moderate income households who are to be offered homes for sale at prices which are below those otherwise prevailing in the market; the City intends to preserve the affordability of particular homes for moderate income households. - 2 -