Note

Class C Promissory Note

by Golf Ventures
September 18th, 1998


                             CLASS C PROMISSORY NOTE



U.S. $9,256,000.00                                             September 3, 1998
                                                              New York, New York

                  FOR VALUE RECEIVED,  the undersigned,  PELICAN STRAND, LTD., a
Florida  limited  partnership,  having an  address  at c/o Golf  Communities  of
America, 255 South Orange Avenue,  Firstate Tower, Suite 1515, Orlando,  Florida
32801  ("Borrower"),  hereby  promises  and agrees to pay to the order of CREDIT
SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, a Delaware limited liability  company,
its successors and assigns  ("Lender"),  at its office at 11 Madison Avenue, New
York, New York 10010,  on the Maturity Date (as defined below) the principal sum
of NINE MILLION TWO HUNDRED FIFTY SIX AND NO/100 DOLLARS  ($9,256,000.00)  or so
much  thereof  as  shall  have  been  advanced  under  the  Loan  Agreement  (as
hereinafter  defined) and shall be outstanding  hereunder together with interest
thereon as hereinafter set forth, such payment to be made in lawful money of the
United States of America in immediately available funds.

                  This Note  evidences  a portion of a loan (the  "Loan") in the
aggregate  principal sum of Thirty Five Million Six Hundred  Thousand And No/100
Dollars  ($35,600,000.00),  the other  portion of which Loan is  evidenced  by a
Class A Promissory  Note (the "Class A Note") in the  principal sum of Seventeen
Million  Eighty Eight Thousand And No/100  Dollars  ($17,088,000.00),  dated the
date of this Note, made by Borrower to Lender,  and by a Class B Promissory Note
(the "Class B Note") in the  principal sum of Nine Million Two Hundred Fifty Six
Thousand And No/100 Dollars  ($9,256,000.00),  dated the date of this Note, made
by Borrower to Lender. This Note, together with the Class A Note and the Class B
Note, are hereinafter, collectively, referred to as the "Notes".

                  1.  Definitions.  The following  terms used in this Note shall
have the following meanings:

"Base Rate"-                       The  rate  per  annum  equal  to fifteen  and
                                    twenty seven  hundredths  percentage  points
                                    (15.27%) in excess of the Treasury Rate. Any
                                    interest  rate  based on the Base Rate shall
                                    be  adjusted as of the date of any change in
                                    the Base Rate. The determination of the Base
                                    Rate  shall be made by  Lender  and shall be
                                    conclusive and binding upon Borrower, absent
                                    manifest error.

"Borrower"-                         Shall   have  the   meaning ascribed to such
                                    term in the initial  paragraph  hereof.  The
                                    term "Borrower" shall include the respective
                                    successors and assigns of Borrower,  but the
                                    foregoing  is not intended to vary or negate
                                    the  effect  of  Section  5.1  of  the  Loan
                                    Agreement.

"Capital Adequacy Events"-          Shall have the meaning ascribed to such term
                                    in Section 3(d) hereof.

"Cash                               Management  Agreement"-  That  certain  Cash
                                    Management  Agreement,  dated as of the date
                                    hereof,  made by and  between  Borrower  and
                                    Lender, with respect to the Loan as same may
                                    be amended,  modified or extended, from time
                                    to time.

"Default Rate"-                     Shall have the meaning ascribed to such term
                                    in Section 5(a) hereof.

"Domestic                           Business  Day"- Any day  except a  Saturday,
                                    Sunday  or  other  day on  which  commercial
                                    banks are  required or  permitted  by law to
                                    close in New York City.

"Eurodollar                         Business  Day"- Any day on which  commercial
                                    banks  are open for  international  business
                                    (including  dealings in dollar  deposits) in
                                    London, England.

"Event of Default"-                 Shall  have  the  meaning  ascribed  to such
                                    term in the Loan Agreement.

"Excess Interest"-                  Shall  have the  meaning  ascribed  to  such
                                    term in Section 9 hereof.

"Funding Losses"-                   Shall have the meaning ascribed to such term
                                    in Section 3(a) hereof.

"Funding                            Party"-  Any bank or other  entity,  if any,
                                    which  is  indirectly  or  directly  funding
                                    Lender with respect to the Loan, in whole or
                                    in part, including,  without limitation, any
                                    direct   or   indirect   assignee   of,   or
                                    participant in, the
                                    Loan.

"Governmental Authority"-           Shall  have  the  meaning  ascribed  to such
                                    term in the Loan Agreement.

"Interest Accrual Period"-          With respect to any Payment  Date,  from the
                                    eleventh  (11th) day of the  calendar  month
                                    preceding  such Payment Date until the tenth
                                    (10th) day of current month, provided,  that
                                    no Interest  Accrual  Period shall end later
                                    than  the  Maturity  Date  (other  than  for
                                    purposes of calculating  Default  Interest),
                                    and  the  initial  Interest  Accrual  Period
                                    shall begin on the date of this Note.

"Law Change"-                       Shall   have   the   meaning   ascribed   to
                                    such term in Section 12(c) hereof.

"Lender"-                           Shall  have  the  meaning  ascribed  to such
                                    term in the introductory paragraph hereof.

"LIBOR Interest Rate"-              Shall have the meaning ascribed to such term
                                    in Section 2(a) hereof.

"LIBOR"-                            With  respect   to  the   relevant  Interest
                                    Accrual Period,  the rate per annum (rounded
                                    upwards,   if  necessary,   to  the  nearest
                                    one-one-thousandth  (1/1000)  of one percent
                                    1%)  reported,  with  respect to the initial
                                    Interest  Accrual  Period,   at  11:00  a.m.
                                    London  time on the date of this Note (or if
                                    such date is not a Eurodollar  Business Day,
                                    the   immediately    preceding    Eurodollar
                                    Business Day), and thereafter, at 11:00 a.m.
                                    London  time on the date two (2)  Eurodollar
                                    Business Days prior to the first day of such
                                    Interest Accrual Period,  on Telerate Access
                                    Service   Page   3750    (British    Bankers
                                    Association    Settlement   Rate)   as   the
                                    non-reserve    adjusted   London   Interbank
                                    Offered Rate for U.S. dollar deposits having
                                    a 30 day term and in an amount of $1,000,000
                                    or  more  (or  on  such  other  page  as may
                                    replace  Telerate  Page 3750 on that service
                                    or such other  service or services as may be
                                    nominated    by   the    British    Bankers'
                                    Association  for the  purpose of  displaying
                                    such rate all as determined by Lender in its
                                    sole  but  good  faith  discretion).  In the
                                    event  that (i) more than one such  LIBOR is
                                    provided,  the  average of such rates  shall
                                    apply or (ii) no such  LIBOR  is  published,
                                    then  LIBOR  shall be  determined  from such
                                    comparable  financial  reporting  company as
                                    Lender in its sole but good faith discretion
                                    shall  determine.  LIBOR  for  any  Interest
                                    Accrual  Period shall be adjusted  from time
                                    to time, by  increasing  the rate thereof to
                                    compensate  Lender and any Funding Party for
                                    any    aggregate    reserve     requirements
                                    (including,  without limitation,  all basic,
                                    supplemental,  marginal  and  other  reserve
                                    requirements  and taking  into  account  any
                                    transitional  adjustments or other scheduled
                                    changes in reserve  requirements  during any
                                    Interest  Accrual Period) which are required
                                    to be  maintained  by Lender or such Funding
                                    Party   with   respect   to    "Eurocurrency
                                    liabilities"   (as   presently   defined  in
                                    Regulation  D of the Board of  Governors  of
                                    the Federal Reserve System) of the same term
                                    under Regulation D, or any other regulations
                                    of   a   Governmental    Authority    having
                                    jurisdiction  over  Lender  or such  Funding
                                    Party of similar effect.

"Loan"-                             The loan from  Lender to  Borrower  which is
                                    evidenced by (i) this Note, (ii) the Class A
                                    Note and (iii) the Class B Note.

"Loan                               Agreement"-  That  certain  Loan  Agreement,
                                    dated  as of the  date  hereof,  made by and
                                    between Borrower and Lender, with respect to
                                    the Loan as same may be amended, modified or
                                    extended, from time to time.

"Loan Documents"-                   Shall  have  the  meaning  ascribed  to such
                                    term in the Loan Agreement.

"Loan Taxes"-                       Shall   have   the   meaning   ascribed   to
                                    such term in Section 12(a) hereof.

"Maturity Date"-                    July 1, 2001.

"Mortgage"-                         Shall  have  the  meaning  ascribed  to such
                                    term in the Loan Agreement.

"Net Proceeds"-                     The amount  allocated  to, or required to be
                                    allocated   to,  the  Monthly  Debt  Service
                                    Account   under  Section   3(a)(A)(vii)   or
                                    Section  3(a)(B)(vii) of the Cash Management
                                    Agreement  during any Collection  Period (as
                                    defined  therein) plus the amount  allocated
                                    to the Monthly Debt Service Account upon the
                                    sale of a  Release  Parcel  or Lot  (each as
                                    defined in the Loan Agreement) under Section
                                    3(a)(C)  thereof,  less  interest due on the
                                    Loan, other than default interest.

"Note"-                             This Promissory Note.

"Payment                            Date"-  September  11, 1998 and the eleventh
                                    day of each month thereafter during the term
                                    of this Note,  if the  eleventh day is not a
                                    Domestic  Business  Day  then  on  the  next
                                    preceding Domestic Business Day.

"Person"-                           Shall  have  the  meaning  ascribed  to such
                                    term in the Loan Agreement.

"Treasury Rate"-                    A rate  per  annum equal  to  the  yield, as
                                    of   the   related    determination    date,
                                    calculated by linear interpolation  (rounded
                                    to the nearest one-thousandth of one percent
                                    (i.e., 0.001%)) of the yields of noncallable
                                    United  States  Treasury   obligations  with
                                    terms  (one  longer  and one  shorter)  most
                                    nearly  approximating  the period  from such
                                    determination  date to the Maturity Date, as
                                    determined  in good  faith by  Lender on the
                                    basis of Federal Reserve Statistical Release
                                    H.15-Selected   Interest   Rates  under  the
                                    heading U.S. Governmental  Security/Treasury
                                    Constant  Maturities,  or  other  recognized
                                    source  of  financial   market   information
                                    selected by Lender.

"U.S. Person"-                      Any Person that is (i) a citizen or resident
                                    of the United  States,  (ii) a  corporation,
                                    partnership   or  other  entity  created  or
                                    organized  under  the  laws  of  the  United
                                    States  or any  State  thereof  or (iii) any
                                    estate  or  trust  that is  subject  to U.S.
                                    federal  income  taxation  regardless of the
                                    source of its income.

                  2.  Interest  and  Principal  Payments.  (a)  Interest  on the
outstanding  principal of the Loan  evidenced by the Notes shall accrue from the
date hereof at the rate per annum (the "Loan Interest  Rate") equal five and six
tenths  percent  (5.6%) in excess of LIBOR  for the  relevant  Interest  Accrual
Period.

                  (b) Subject to the further provisions of this Note,  including
Sections 3 and 5 below,  interest on the  principal  sum  evidenced by this Note
shall  accrue  from the date  hereof (i) at the rate per annum equal to five and
six tenths percent (5.6%) in excess of LIBOR for the relevant  Interest  Accrual
Period on the outstanding  principal  balance of this Note, (ii) at the rate per
annum  equal to four and one  tenth  percent  (4.1%)  in excess of LIBOR for the
relevant  Interest  Accrual Period on the outstanding  principal  balance of the
Class A Note, and (iii) at the rate per annum equal to two and one tenth percent
(2.1%)  in  excess  of LIBOR for the  relevant  Interest  Accrual  Period on the
outstanding principal balance of the Class B Note.

                  (c)  Prior  to the  Maturity  Date  (or the  date  the  unpaid
principal  balance of the Loan otherwise becomes due, whether by acceleration or
otherwise),  interest  accruing at the Loan  Interest  Rate during each Interest
Accrual Period shall be payable monthly in arrears on each Payment Date.

                  (d) In  addition,  Borrower  shall pay,  in  reduction  of the
outstanding principal amount of the Loan the following:

                           (i) on each  Payment  Date an amount equal to the Net
                  Proceeds for the preceding calendar month,

                           (ii) on July 1,  1999,  the  amount (if any) by which
                  the aggregate Net Proceeds paid to Lender during the preceding
                  twelve  (12)   calendar   months,   excluding   Net   Proceeds
                  attributable  to the sale of the Property or a Release  Parcel
                  during such period, shall be less than $5,778,765 and

                           (iii) on July 1,  2000,  the amount (if any) by which
                  the aggregate Net Proceeds paid to Lender during the preceding
                  twenty-four  (24)  calendar  months,  excluding  Net  Proceeds
                  attributable  to the sale of the Property or a Release  Parcel
                  during such period, shall be less than $15,033,015.

                  The entire unpaid principal  balance of the Loan together with
all accrued and unpaid interest, if not sooner paid, shall be payable in full on
the Maturity Date.

                  e) All amounts tendered by Borrower or otherwise available for
payment of the Loan shall be applied in the following order of priority:

                           (i) to accrued  interest  and unpaid  interest on the
                  Class A Note;

                           (ii) to accrued  interest and unpaid  interest on the
                  Class B Note;

                           (iii) to accrued interest and unpaid interest on this
                  Note;

                           (iv) to the  principal of the Class A Note until such
                  principal has been paid in full;

                           (v) prior to the  occurrence  of an Event of Default,
                  pro  rata to the  principal  of the  Class  B Note  and to the
                  principal of this Note until such  principal  has been paid in
                  full;  after the occurrence  and during the  continuance of an
                  Event of  Default,  (a) to the  principal  of the Class B Note
                  until  such  principal  has  been  paid in full and (b) to the
                  principal of this Note until such  principal  has been paid in
                  full;

                           (vi)  to  any  default  interest  in  excess  of  the
                  interest paid in  accordance  with clauses (i), (ii) and (iii)
                  above on this Note, the Class A Note and the Class B Note, pro
                  rata in accordance with the outstanding  principal  balance of
                  each such Note;

                           (vii) to late charges (applied to the Notes depending
                  on the  proportion  of the related late payment  applicable to
                  each Note); and

                           (viii)  to  any  other  amounts   payable  under  the
                  Mortgage or any of the other Loan Documents.

                  (f) All interest  payable  hereunder  shall be computed on the
basis of a 360-day year for the actual number of days elapsed.  In computing the
number  of days  during  which  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,  subject to paragraph (g)
below, be excluded. Interest shall accrue on each payment of principal hereunder
through the date on which such payment is credited, as provided below.

                  (g) All sums  payable to Lender  hereunder  shall be  payable,
without setoff,  deduction or counterclaim,  in immediately  available funds, no
later  than  noon New York time on the date  when due by wire  transfer  to such
account or address as Lender may from time to time designate in a written notice
to Borrower.  Payments received by Lender in immediately  available funds on any
day after noon New York time shall be treated  for all  purposes  of the Loan as
having  been paid and  received  by Lender on the next  Domestic  Business  Day.
Notwithstanding  anything to the contrary contained herein,  when any payment is
due  hereunder or under any of the other Loan  Documents on a day which is not a
Domestic  Business  Day,  such  payment  shall  be made on the  next  succeeding
Domestic Business Day.

                  3.       Funding Losses; Change in Law, Etc.

                  (a)  Borrower  hereby  agrees  to pay  to  Lender  any  amount
necessary  to  compensate  Lender and any Funding  Party for any losses or costs
(including,  without limitation,  the costs of breaking any "LIBOR" contract, if
applicable,  or  funding  losses  determined  on the basis of  Lender's  or such
Funding Party's  reinvestment rate and the interest rate hereon)  (collectively,
"Funding Losses") sustained by Lender or any Funding Party: (i) if this Note, or
any portion hereof, is repaid for any reason whatsoever on any date other than a
Payment Date  (including,  without  limitation,  from  condemnation or insurance
proceeds,  unless due to  Lender's  election  to apply same to this Note on such
date),  (ii) upon the  conversion  of the interest  rate on the Loan to the Base
Rate in accordance with  subsection (b) below,  and/or (iii) as a consequence of
(x) any increased  costs  (without  duplication of any costs used in calculating
LIBOR) that Lender or any Funding Party may sustain in maintaining the borrowing
evidenced hereby or (y) the reduction of any amounts received or receivable from
Borrower,  in either case, due to the  introduction of, or any change in, law or
applicable  regulation or treaty (including the administration or interpretation
thereof),  whether or not having the force of law, or due to the  compliance  by
Lender or the Funding Party, as the case may be, with any directive,  whether or
not having the force of law,  or request  from any  central  bank or domestic or
foreign governmental  authority,  agency or instrumentality having jurisdiction.
Payment of Funding  Losses  hereunder  shall be in addition to any obligation to
pay a prepayment  premium  under  Section 4 hereof in  circumstances  where such
prepayment premium would be due and owing.

                  (b)  If  Lender  determines  (which   determination  shall  be
conclusive and binding upon  Borrower,  absent  manifest  error) (i) that Dollar
deposits in an amount  approximately  equal to the principal balance outstanding
hereunder  are not  generally  available  at such time in the  London  Interbank
Market for deposits in  Eurodollars,  (ii) that the rate at which such  deposits
are being offered will not adequately and fairly reflect the cost to Lender or a
Funding Party of  maintaining a LIBOR  Interest Rate on the Loan (or the portion
of the Loan being funded by such  Funding  Party) or of funding the same in such
market for such  Interest  Accrual  Period due to  circumstances  affecting  the
London Interbank Market generally,  (iii) that reasonable means do not exist for
ascertaining LIBOR, or (iv) that a LIBOR Interest Rate would be in excess of the
maximum  interest rate which  Borrower may by law pay,  then, in any such event,
Lender shall immediately notify Borrower of such circumstance and as of the date
of such  notification  with respect to an event described in clause (ii) or (iv)
above,  or as of the expiration of the applicable  Interest  Accrual Period with
respect to an event  described  in clause  (i) or (iii)  above,  interest  shall
accrue at the Base Rate until such time as the situations described above are no
longer  in effect  or as  otherwise  provided  in  Section  5 hereof;  provided,
however,  if the situation  described in clause (ii) above occurs,  (x) Borrower
shall have the  option,  to be  exercised  by written  notice to Lender,  to pay
Lender (in the manner reasonably  required by Lender) for such increased cost of
maintaining a LIBOR  Interest Rate and (y) if the same only affects a portion of
the Loan,  then only such portion  shall have  interest  accrue at the Base Rate
(provided  the  remaining  portion is at least  $1,000,000)  and interest  shall
continue  to  accrue  on the  remaining  portion  at the  LIBOR  Interest  Rate.
Notwithstanding  anything  to the  contrary  herein,  with  respect  to an event
described in clauses (i) through (iv) above,  provided  that no Event of Default
shall then  exist,  Borrower  shall have the  right,  on thirty  (30) days prior
written notice to Lender given within thirty (30) days after Lender gives notice
to Borrower of such event, to pay the entire  outstanding  principal  balance of
the Loan and all accrued and unpaid  interest  thereon on the next  Payment Date
together with the Spread Maintenance  Premium (as defined in the Loan Agreement)
thereon.

                  (c)  If the  introduction  of,  or any  change  in,  any  law,
regulation  or treaty,  or in the  interpretation  thereof  by any  governmental
authority charged with the  administration  or interpretation  thereof after the
date of this Note,  shall make it unlawful  for Lender or any  Funding  Party to
maintain  the LIBOR  Interest  Rate with  respect  to the Loan,  or any  portion
thereof,  or to fund the Loan, or any portion  thereof,  in  Eurodollars  in the
London  Interbank  Market,  then the Loan (or such  portion  of the Loan)  shall
thereafter  bear  interest at the Base Rate  (unless  the Default  Rate shall be
applicable)  and Borrower  shall pay to Lender the amount of Funding  Losses (if
any) incurred in connection with such conversion. The accrual of interest at the
Base Rate shall  continue  until such  Payment  Date,  if any, as the  situation
described in this subsection (c) is no longer in effect.

                  (d) If Lender or the Funding Party,  as the case may be, shall
have determined that the applicability of any law, rule, regulation or guideline
adopted  pursuant  to or  arising  out of the  July  1988  report  of the  Basle
Committee   on  Banking   Regulations   and   Supervisory   Practices   entitled
"International Convergence of Capital Measurement and Capital Standards", or the
adoption of any other law,  rule,  regulation  or guideline  (including  but not
limited to any United States law,  rule,  regulation  or guideline)  coming into
existence after the date of this Note regarding capital adequacy,  or any change
becoming effective after the date of this Note in any of the foregoing or in the
enforcement or  interpretation  or administration of any of the foregoing by any
court  or any  domestic  or  foreign  governmental  authority,  central  bank or
comparable   agency   charged  with  the   enforcement  or   interpretation   or
administration  thereof,  or  compliance  by Lender or its holding  company or a
Funding  Party or its holding  company,  as the case may be, with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority,  central bank or comparable agency (excluding,  however, any
such  laws,  rules,  regulations,  and  guidelines  giving  rise to the  reserve
requirement used in calculating LIBOR), has or would have the effect of reducing
the rate of return on the capital of Lender, the Funding Party's or such Funding
Party's holding company,  as the case may be, to a level below that which Lender
or its holding company or the Funding Party or its holding company,  as the case
may be, could have  achieved  but for such  applicability,  adoption,  change or
compliance (taking into  consideration  Lender's or its holding company's or the
Funding  Party's or its holding  company's,  as the case may be,  policies  with
respect to capital  adequacy) (the foregoing  being  hereinafter  referred to as
"Capital Adequacy Events"),  then, upon demand by Lender, Borrower shall, pay to
Lender,  from time to time, such additional amount or amounts as will compensate
Lender or such Funding Party for any such reduction suffered.

                  (e) Any amount  payable by Borrower  under  subsection  (a) or
subsection  (d) of this  Section  3 shall  be paid to  Lender  within  five  (5)
Business  Days of receipt by Borrower of a  certificate  signed by an officer of
Lender setting forth the amount due and the basis for the  determination of such
amount,  which statement  shall be conclusive and binding upon Borrower,  absent
manifest  error.  Failure on the part of Lender to demand  payment from Borrower
for any such amount attributable to any particular period shall not constitute a
waiver of Lender's  right to demand payment of such amount for any subsequent or
prior period.  Lender shall use reasonable efforts to deliver to Borrower prompt
notice of any event  described in subsection  (a) or (d) above and of the amount
to be paid under this  Section 3 as a result  thereof;  provided,  however,  any
failure by Lender to so notify Borrower shall not affect  Borrower's  obligation
to make the  payments to be made under this Section 3 as a result  thereof.  All
amounts  which may become due and  payable by Borrower  in  accordance  with the
provisions of this Section 3 shall constitute  additional interest hereunder and
shall be secured by the Mortgage and the other Loan Documents.

                  (f) If Lender or any Funding Party requests  compensation  for
any  losses  or  costs  to be  reimbursed  pursuant  to any  one or  more of the
provisions of subsections (a) (iii) or (iv) or subsection (d) of this Section 4,
or if any event occurs as described in subsections  (b) or (c) above which would
cause the Note no longer to bear interest at the LIBOR Interest Rate then,  upon
request of Borrower,  Lender or such Funding Party shall use reasonable  efforts
in a manner consistent with such institution's practice in connection with loans
like the Loan to designate a different lending office for funding or booking the
Transaction Indebtedness or assign its rights and obligations under this Note to
another of its offices, branches or affiliates if such designation or assignment
in Lender's sole but good faith judgment (i) would eliminate, mitigate or reduce
amounts  payable  by  Borrower  in  connection  with  Funding  Losses or Capital
Adequacy  Events or, with respect to an event described in subsection (b) or (c)
above would allow this Note to continue to bear  interest at the LIBOR  Interest
Rate  without  additional  cost  to  Lender  and  (ii)  would  not be  otherwise
prejudicial to Lender;  Borrower hereby agreeing to pay all reasonably  incurred
costs and expenses  incurred by Lender or any Funding Party in  connection  with
any such designation or assignment.

                  4. Prepayment.  Borrower  expressly waives any right to prepay
this Note, in whole or in part,  except as otherwise  expressly  provided in the
Loan Documents. Notwithstanding, anything contained in the Loan Documents to the
contrary,  no prepayments  will be permitted on other than a Payment Date unless
such  prepayment is  accompanied  by the payment of any interest due to the next
Payment Date.

                  5.  Default  Interest;  Late  Charge.  (a) If  any  payment of
principal,  interest  or other sum payable  hereunder  or under any of the other
Loan  Documents is not paid when due  (including by reason of failure to pay all
principal, interest and all other amounts due hereunder and under the other Loan
Documents on the Maturity Date (or such earlier date as the same may become due,
whether by acceleration or otherwise)), such principal amount, interest or other
sum shall bear interest at a rate per annum (the  "Default  Rate") equal to five
percent (5%) in excess of the interest rate on the Loan determined in accordance
with  Section  2(a) above,  which  Default Rate shall so apply from the date due
until the date such amount is indefeasibly paid to Lender.  Without limiting the
foregoing,  upon the  occurrence  of and during the  continuance  of an Event of
Default hereunder, the entire principal balance of this Note shall bear interest
at the Default Rate. Interest at the Default Rate shall be paid immediately upon
demand, which demand may be made as frequently as Lender shall elect.

                  (b) If any  installment  of interest or  principal is not paid
when due, Borrower shall pay to Lender a late charge of four percent (4%) of the
amount so overdue in order to defray  part of the  expense  incident to handling
such delinquent  payment or payments.  Such late charge shall be immediately due
and payable  without  notice or demand by Lender.  Such late charge  shall be in
addition to and separate from any increase in interest due hereunder as a result
of  calculation  of interest due  hereunder at the Default  Rate.  Acceptance by
Lender of any late charge or interest at the Default  Rate shall not be deemed a
waiver of any of Lender's  rights  hereunder  or under the other Loan  Documents
with respect to such late payment.

                  6.  Event  of  Default.  Upon  the  occurrence  of an Event of
Default and at any time  thereafter  if any such Event of Default  shall then be
continuing,  Lender may,  without  additional  notice to  Borrower,  declare the
principal  of,  and  accrued  interest  on,  this  Note to be  immediately  due,
whereupon the same shall  forthwith  become  immediately due and payable without
presentment,  demand, protest or other notice of any kind and Lender may proceed
to exercise any rights and  remedies  available to Lender under the Mortgage and
the  other  Loan  Documents  or which  Lender  may  have at law,  in  equity  or
otherwise.

                  7. Expenses. Borrower hereby agrees to pay to Lender on demand
all costs and  expenses of Lender  (including,  without  limitation,  reasonable
attorneys'  fees and  disbursements)  in  connection  with the  enforcement  and
collection  hereof,  whether  or not any  suit is  brought  on this  Note or any
foreclosure or other proceeding is brought. The provisions of this Section 7 are
not  intended  to limit in any manner  Borrower's  obligations  to pay costs and
expenses of Lender as may be elsewhere  provided herein,  in the Loan Agreement,
in the Mortgage or in any other Loan Document.

                  8.  Security.  This  Note  is  secured  by the  Mortgage,  the
Assignment  of Leases  (as  defined  in the Loan  Agreement)  and the other Loan
Documents.

                  9. Excess  Interest.  It is agreed that,  notwithstanding  any
provision to the contrary in this Note,  the Mortgage,  or any of the other Loan
Documents,  no such provision shall require the payment or permit the collection
of any amount  ("Excess  Interest") in excess of the maximum  amount of interest
permitted by law to be charged for the use or detention,  or the  forbearance in
the  collection,  of all or any portion of the  indebtedness  evidenced  by this
Note. If any Excess  Interest is provided for, or is  adjudicated to be provided
for, in this Note or any of the other Loan Documents, then in such event:

                           (a) the provisions of this Section 9 shall govern and
control;

                           (b)  neither  Borrower  nor any of the other  Persons
required to pay any amounts  with  respect to the Loan shall be obligated to pay
any Excess Interest;

                           (c) any Excess Interest that Lender may have received
hereunder shall, at the option of Lender, be (i) applied as a credit against the
then outstanding  principal balance (without payment of prepayment  premium) due
under this Note,  accrued and unpaid interest  thereon not to exceed the maximum
amount  permitted by law, or both, (ii) refunded to the payor thereof,  or (iii)
any combination of the foregoing;

                           (d) the  applicable  interest  rate or rates shall be
automatically subject to reduction to the maximum lawful rate and this Note, the
Mortgage,  and the other Loan Documents  shall be deemed to have been, and shall
be,  reformed and modified to reflect such  reduction in such  interest  rate or
rates; and

                           (e)  neither  Borrower  nor any of the other  Persons
required  to pay any amounts  with  respect to the Loan shall have any action or
remedy against  Lender for any damages  whatsoever or any defense to enforcement
of the Note,  Mortgage  or any of the other Loan  Documents  arising  out of the
payment or collection of any Excess Interest.

                  10. Waiver. Borrower expressly waives presentment for payment,
demand,  notice of demand and of dishonor and  nonpayment of this Note,  protest
and notice of protest, diligence in collecting, and the bringing of suit against
any other party.

                  11.  Governing  Law. THIS NOTE SHALL BE CONSTRUED AND ENFORCED
IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK.  IT IS THE INTENT OF THE
PARTIES HERETO THAT THE PROVISIONS OF SECTION 5-1401 OF THE GENERAL  OBLIGATIONS
LAW OF THE STATE OF NEW YORK APPLY TO THIS NOTE.

                  12. Cross Default. A default under the Class A Note, the Class
B Note or any other note now or hereafter secured by the Mortgage  constitutes a
default  under this Note and under the other Loan  Documents.  When the  default
under the Class A Note,  the Class B Note or any such other note  constitutes an
Event of Default under that note, an Event of Default also will exist under this
Note and the other Loan Documents.

                  13. Loan Taxes. (a) Any and all payments by Borrower to Lender
hereunder  and  under the other  Loan  Documents  shall,  provided  that  Lender
complies with the  requirements  of subsection (c) below, be made free and clear
of and  without  deduction  for any and all  present  or future  taxes,  levies,
imposts,  deductions,  charges or withholdings  and all liabilities with respect
thereto except for the following for which  Borrower  shall not be  responsible:
(A) taxes imposed on or measured by Lender's net income or net receipts,  or (B)
franchise  taxes imposed on Lender,  by the  jurisdiction in which (i) Lender is
organized,  (ii) Lender is "doing business" (unless such determination of "doing
business"  is made solely as a result of  Lender's  interest in the Loan and the
security  therefor) or (iii) Lender's  applicable lending office is located (all
such taxes, levies, imposts, deductions, charges or withholdings and liabilities
(except those described in clauses (A) and (B)) being hereinafter referred to as
"Loan  Taxes").  If Borrower  shall be required by law to deduct or withhold any
Loan Taxes from or in respect of any sum  payable  hereunder  or under any other
Loan Document,  then (x) any such sum payable  hereunder or under any other Loan
Document  shall be  increased  as may be  necessary  so that  after  making  all
required  deductions  or  withholdings   (including   deductions  applicable  to
additional  sums payable under this Section 13), Lender receives an amount equal
to the sum it  would  have  received  had no  such  deductions  or  withholdings
(including  deductions  applicable to additional sums payable under this Section
13) been made, (y) Borrower shall make such deductions or  withholdings  and (z)
Borrower shall pay the full amount  deducted or withheld to the relevant  taxing
authority in accordance with applicable law.  Borrower will indemnify Lender for
the full amount of any Loan Taxes (including, without limitation, any Loan Taxes
(as well as  taxes  described  in  clauses  (A) and (B)  above)  imposed  by any
jurisdiction  on any amounts  payable  under this Section 13) paid or payable by
Lender and any liability (including, without limitation, penalties, interest and
expenses)  arising  therefrom or with respect thereto,  whether or not such Loan
Taxes were correctly or legally asserted. A certificate as to the amount of such
payment or liability  delivered to Borrower by Lender shall be conclusive absent
manifest  error.  The agreements and  obligations of Borrower  contained in this
Section 13 shall  survive the payment in full of principal  and  interest  under
this Note.

                           (b) Within 30 days  after the date of any  payment of
Loan Taxes  withheld by  Borrower in respect of any payment to Lender,  Borrower
will  furnish to Lender the  original or a certified  copy of a receipt or other
evidence reasonably satisfactory to the Agent evidencing payment thereof.

                           (c) If Lender is a U.S. Person (other than the Lender
originally  named herein),  Lender shall deliver to Borrower upon request a Form
W-9 (unless it establishes to the reasonable satisfaction of Borrower that it is
otherwise  eligible  for an  exemption  from  backup  withholding  tax or  other
withholding  tax).  If Lender is not a U.S.  Person,  Lender  shall  deliver  to
Borrower upon request a Form W-8 and either (i) a Form 1001 which indicates a 0%
rate of tax or (ii) a Form 4224. If Lender is not a U.S. Person,  Lender further
undertakes  to deliver to  Borrower  additional  Forms W-8,  1001,  4224 (or any
successor forms) or other manner of certification, as the case may be, (i) on or
before the date that any such form expires or becomes  obsolete,  (ii) after the
occurrence  of any event  requiring a change in the most recent form  previously
delivered by it to Borrower,  and (iii) such  extensions or renewals  thereof as
may reasonably be requested by Borrower,  certifying  that Lender is entitled to
receive payments  hereunder  without deduction or withholding of any Loan Taxes.
However,  in the event  that any  change  in law,  rule,  regulation,  treaty or
directive, or in the interpretation or application thereof (a "Law Change"), has
occurred  after the date  hereof  and  prior to the date on which  any  delivery
pursuant to the preceding  sentence  would  otherwise be required  which renders
such form  inapplicable,  or which would prevent Lender from duly completing and
delivering any such form or if such Law Change results in Lender being unable to
deliver a Form W-9 (or other satisfactory evidence that it is otherwise eligible
for an exemption from backup  withholding tax or other  withholding tax), Lender
shall not be obligated to deliver such forms but shall,  promptly following such
Law Change, but in any event prior to the time the next payment hereunder is due
following such Law Change,  advise  Borrower in writing whether it is capable of
receiving  payments  without any deduction or withholding of Loan Taxes.  In the
event of such Law Change,  the Borrower  shall have the  obligation  to make the
Lender whole and to  "gross-up"  under  Section 13(a) despite the failure by the
Lender to deliver such forms.

                           (d) If Lender receives a refund in respect of Loan
Taxes paid by Borrower,  it shall  promptly pay such refund,  together  with any
other amounts paid by Borrower  pursuant to subsection  (a). above in connection
with such refunded Loan Taxes,  to Borrower;  provided,  however,  that Borrower
agrees to  promptly  return  such  refund to Lender if it  receives  notice from
Lender that it is required to repay such refund.  Nothing contained herein shall
be  construed  to require  Lender to seek any  refund  and Lender  shall have no
obligation to Borrower to do so.

                           (e) All amounts payable under this Section 13 shall
constitute  additional  interest  hereunder and shall be secured by the Mortgage
and the other Loan  Documents.  The  provisions of this Section 13 shall survive
any payment or prepayment of this Note and any  foreclosure or  satisfaction  of
the Mortgage.

                           (f) Any reference under this Section 13 to "Lender"
shall be deemed to include any participants and assignees.

                  14. Modification,  etc. This Note can be extended, modified or
amended  only in writing by an  instrument  executed by Lender and  Borrower and
none of the rights or benefits  of Lender  hereunder  can be waived  except in a
written document executed by Lender.

                  15. Binding Effect.  This Note shall be binding upon and inure
to the benefit of Lender, Borrower and their respective successors and assigns.

                  16. Notices.  All notices and other  communications  hereunder
shall be delivered as set forth in Section 7.6 of the Loan Agreement.

                  17. Interpretation. The headings of sections and paragraphs in
this Note are for  convenience  only and shall  not be  construed  in any way to
limit or define the content,  scope, or intent of the provisions hereof. As used
in this Note,  the singular shall include the plural,  and masculine,  feminine,
and  neuter  pronouns  shall be fully  interchangeable,  where  the  context  so
requires. The parties hereto intend and believe that each provision in this Note
comports  with all  applicable  law.  However,  if any provision in this Note is
found by a court of law to be in  violation of any  applicable  law, and if such
court  should  declare  such  provision  of this  Note to be  unlawful,  void or
unenforceable  as  written,  then it is the intent of all parties to the fullest
possible extent that it is legal,  valid and enforceable,  that the remainder of
this  Note  shall  be  construed  as if such  unlawful,  void  or  unenforceable
provision  were not  contained  therein,  and that the rights,  obligations  and
interests of Borrower and Lender under the remainder of this Note shall continue
in full force and effect; provided,  however, that if any provision of this Note
which  is  found  to be in  violation  of  any  applicable  law  concerning  the
imposition  of interest  hereunder,  the rights,  obligations  and  interests of
Borrower and Lender with respect to the imposition of interest  hereunder  shall
be governed and controlled by the provisions of Section 9 hereof. Time is of the
essence of this Note.

                  18.  Limited  Recourse.  The provisions of Section 7.20 of the
Loan  Agreement  shall apply to Borrower's  obligations  under this Note and are
incorporated herein as if fully set forth herein.

                  19. No Oral Agreements. THIS NOTE AND THE OTHER LOAN DOCUMENTS
EMBODY THE FINAL,  ENTIRE  AGREEMENT  AMONG THE PARTIES HERETO AND SUPERSEDE ANY
AND ALL PRIOR  COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS  AND  UNDER-STANDINGS,
WHETHER  WRITTEN OR ORAL,  RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF AND
MAY NOT BE  CONTRADICTED  OR VARIED BY  EVIDENCE OR PRIOR,  CONTEMPORANEOUS,  OR
SUBSEQUENT ORAL  AGREEMENTS OR DISCUSSIONS OF THE PARTIES  HERETO.  THERE ARE NO
ORAL AGREEMENTS AMONG THE PARTIES HERETO.





                  IN WITNESS  WHEREOF,  the  undersigned  has duly executed this
Note as of the day and year first above written.

                         BORROWER:

                         PELICAN STRAND, LTD.,
                             a Florida limited partnership

                             By:   Pelican Strand Development Corporation,
                                   its General Partner


                                  By:
                                     ---------------------------------
                                      Name: Warren Stanchina
                                      Title:   President