EXHIBIT (g)


                         CONTRACT FOR SALE AND PURCHASE

LENNAR HOMES, INC.  ("Buyer") and ROYAL PALM BEACH COLONY,  LIMITED  PARTNERSHIP
("Seller"),  hereby  agree  that  Seller  shall  sell and  Buyer  shall  buy the
following  real  property  ("Property")  upon the terms and  conditions  of this
Contract for Sale and Purchase ("Contract").

1.  DESCRIPTION  OF  PROPERTY:  See  Paragraph  37 for  the  description  of the
Property.

2.  PURCHASE PRICE AND METHOD OF PAYMENT:
         A.  Purchase Price....................................$2,451,000.00
         B.  Initial Deposit and Additional Deposit
                in accordance with Paragraph 48.......$ 490,200.00
         C.  Balance to close in U.S.  Dollars,  in  cashier's  check  issued by
             local financial institution, subject to adjustments and prorations.

3. intentionally omitted.

4. EFFECTIVE  DATE: The "Effective  Date" of this Contract will be the date when
the last one of the Buyer and Seller has signed this offer.

5. PLACE OF CLOSING:  This  transaction  shall close in Palm Beach  County or at
another location acceptable to the parties.

6. intentionally omitted.

7. intentionally omitted.

8.  EVIDENCE  OF TITLE:  (A) Seller  shall  provide a standard  title  insurance
commitment ("Commitment") issued by a Florida licensed title insuror agreeing to
issue to Buyer,  upon recording of the deed to Buyer, an owner's policy of title
insurance  ("Policy") in the amount of the Purchase Price, subject only to those
title  exceptions  set forth in this  Contract or which shall be  discharged  by
Seller at or before Closing. Seller shall pay the premium for the Policy.

         (B) The Commitment shall be brought current to a date subsequent to the
Effective  Date.  The  commitment  shall  show a  marketable  title of record in
Seller,  in accordance  with current title standard  adopted by the Florida Bar,
subject to only those title exceptions permitted by this Contract or which shall
be discharged by Seller at or before Closing. At Closing, Seller shall convey to
Buyer a marketable title of record as described in this paragraph.

         (C) Seller, at Seller's expense,  shall deliver the Commitment to Buyer
within 20 days after the  Effective  Date.  Buyer shall  examine the  Commitment
within 15 days after receipt  thereof,  and Buyer shall,  within the same 15 day
period,  notify  Seller in writing of any title  defects.  If any title  defects
render title unmarketable, Seller shall use diligent effort to cure such defects
(including the bringing of unnecessary  lawsuits) within 90 days from receipt of
such notice. If Seller shall fail to cure such defects within the 90 day period,
Buyer shall have the option of: (1)  accepting  title as is; or (2)  demanding a
return of the Deposit, in which case, the Deposit shall forthwith be returned to
Buyer,  and  Buyer  and  Seller  shall be  relieved,  as to each  other,  of all
obligations under this Contract.
<PAGE>
9. RESTRICTIONS AND EASEMENTS;  BUILDING AND ZONING:  (A) Buyer shall take title
subject  to: (1) zoning  restrictions  imposed by  governmental  authority;  (2)
restrictions  and matters  appearing  on the plat,  or  otherwise  common to the
subdivision  which do not render title  unmarketable or adversely affect Buyer's
intended  use  of  the  Property;  (3)  taxes  for  the  year  of  closing;  (4)
restrictions,  utility  easements  and other  matters  which do not render title
unmarketable  or  adversely  affect  Buyer's  use of the  Property.  (B)  Seller
warrants that, at the time of Closing, the Property shall not be in violation of
building or zoning codes and that all approvals are consistent  with the Buyer's
intended use of the Property which is the construction and sale of single family
homes.  If the  Property is in  violation  of such codes,  Seller  shall pay the
expenses  required to bring the Property into  compliance with such codes at the
time of Closing. This warranty shall not survive Closing.

10.  SURVEY:  Buyer,  within the time allowed for delivery of the Commitment and
examination  thereof,  may have the Property surveyed at Buyer's expense. If the
survey shows any  encroachment  on the Property or that any  improvements on the
Property in fact encroach on setback lines,  easements,  or lands of others,  or
violate  any  restriction,   Contract  covenant,   or  applicable   governmental
regulation,  the same shall be treated as a title  defect  which  renders  title
unmarketable.

11. INGRESS AND EGRESS:  Seller covenants and warrants that there is ingress and
egress to the Property over public roads.

12. intentionally omitted.

13. intentionally omitted.

14.  POSSESSION:  Seller  warrants and represents  that there are not parties in
possession or with a right to possession of the Property other than Seller,  and
that Seller shall deliver possession of the Property to Buyer upon Closing.

15.  intentionally omitted.

16.  intentionally omitted.

17.  intentionally omitted.

18.  intentionally omitted.

19.  CLOSING  DOCUMENTS:  Seller shall deliver to Buyer at Closing (a) statutory
warranty  deed subject to matters  contained in Paragraph  9.(A);  (b) affidavit
attesting  to the absence of liens or  potential  lienors  known to Seller,  gap
affidavit,  and  affidavit  of  possession;  (c) FIRPTA  affidavit  or exemption
certificate as may be required to exempt Seller or any agent from the income tax
withholding  requirements  or  Seller  shall  authorize  Buyer to  withhold  the
necessary amount.

20. TITLE INSURANCE AGAINST ADVERSE MATTERS: Buyer shall receive title insurance
against adverse matters pursuant to Section 627.7841 F.S.

21.  EXPENSES:  State  documentary  stamps  and  surtax  on deed and the cost of
recording  any  corrective  instruments  shall  be paid by  Seller.  The cost of
recording the deed shall be paid by Buyer.
<PAGE>
22. PRORATIONS: All prorations shall be made as of midnight of the day preceding
the Closing.  Taxes shall be prorated  based on the current  year's tax with due
allowance being made for the maximum allowable discount.  If Closing occurs on a
date when the current year's  assessment is not  available,  then taxes shall be
prorated  on the  prior  year's  tax.  However,  any tax  proration  based on an
estimate  may at the request of either  party be  subsequently  readjusted  upon
receipt of the tax bill, and a statement to that effect will be set forth on the
closing statement.

23.  SPECIAL  ASSESSMENT  LIENS:  Certified,   confirmed  and  ratified  special
assessment  liens as of Closing  are to be paid by Seller.  Pending  liens as of
Closing shall be assumed by Buyer, provided, however, that where the improvement
has been  substantially  completed as of the Effective  Date,  such pending lien
shall be considered as certified or ratified and Seller  shall,  at Closing,  be
charged  an  amount  equal  to the  last  estimate   by the  public  body of the
assessment for the improvements.

24. intentionally omitted.

25. PERSONS  BOUND;  GENDER;  FLORIDA LAW: The benefits and  obligations of this
Contract shall enure to and bind the respective heirs, personal representatives,
successors and assigns of the parties hereto.  Whenever used, the singular shall
include the plural,  the plural the  singular,  and the use of any gender  shall
include all genders. This Contract shall be governed by the laws of the State of
Florida.

26.  DEFAULT:  If Buyer fails to perform this Contract within the time specified
(including  the payment of the Deposit),  the Deposit made, or agreed to be made
by Buyer, may be retained or recovered by or for the account of Seller as agreed
upon liquidated  damages as consideration for the execution of this Contract and
in full  settlement  of Seller's  claims,  whereupon  Buyer and Seller  shall be
relieved,  as to each other, of all obligations under this Contract;  this shall
be Seller's sole remedy. If, for any reason other than failure of Seller to make
Seller's title  marketable  after  diligent  effort,  Seller fails,  neglects or
refuses to perform this Contract,  Buyer may seek specific  performance or elect
to receive the return of Buyer's  Deposit without thereby waiving any action for
damages resulting from Seller's breach.

27. ATTORNEY'S FEES AND COSTS: In connection with any litigation  (including all
appeals and  interpleaders)  involving  Seller,  Buyer, or broker arising out of
this  Contract,  the  prevailing  party  shall be  entitled to recover all costs
incurred, including reasonable attorney's fees at trial and appellate levels.

28.  ASSIGNABILITY:  Buyer may not assign  this  Contract  without  the  written
consent of Seller except assignments to a wholly owned subsidiary of Buyer or to
Lennar Corporation.

29. TIME: Time is of the essence for all provisions of this Contract.

30. ENTIRE  AGREEMENT;  TYPEWRITTEN OR HANDWRITTEN  PROVISIONS;  NOT RECORDABLE:
This Contract,  including any exhibits and riders attached, set forth the entire
agreement  between  Buyer and Seller and contains all the  covenants,  promises,
agreements,  representations,  conditions  and  understandings.  Typewritten  or
handwritten  provisions inserted in this Contract or attached hereto as exhibits
or riders shall control all printed  provisions in conflict  therewith.  Neither
this Contract nor any notice of it, shall be recorded in any public records.
<PAGE>
31. RADON GAS: Radon is a naturally occurring  radioactive gas that, when it has
accumulated in a building in sufficient quantities,  may present health risks to
persons who are exposed to it over time. Levels of radon that exceed federal and
state guidelines have been found in buildings in Florida. Additional information
regarding  radon and radon testing may be obtained from your local public health
unit.

32.  WARRANTY:  Seller  warrants and represents that there are no facts known to
Seller which  materially  affect the value or desirability of the Property which
are not readily observable by Buyer or which have not been disclosed to Buyer.

33. intentionally omitted.

34. intentionally omitted.

35. intentionally omitted.

36. intentionally omitted.

37.  DESCRIPTION OF PROPERTY:  The Property being sold and purchased pursuant to
this Contract is eighty-six (86) single family home lots (the "Lots") located in
the  Village of Royal  Palm  Beach,  Florida,  described  as Lots 1 through  86,
inclusive,  in  "Crestwood  Unit 3 - Plat Three"  according  to the plat thereof
recorded or to be recorded in the Public Records of Palm Beach County, Florida.

38.  INVESTIGATION  PERIOD:  Buyer shall have 45 days from the Effective Date to
investigate the suitability of the Property for Buyer's  purposes and to procure
an  environmental  audit.  If for any  reason  Buyer  is  dissatisfied  with its
investigation,  Buyer shall have the right at any time during said 45-day period
to cancel this  Contract,  in which event the Deposit  will be refunded to Buyer
and the parties released of all rights and obligations hereunder. Buyer shall be
deemed to have waived its right of cancellation if not exercised by Buyer giving
Seller written  notice  thereof  during such 45-day period.  Seller will provide
Buyer with any documents  requested by Buyer  relating to the Property which are
in Seller's  possession.  If Buyer does not exercise its right of  cancellation,
Buyer  shall be deemed  have agreed to purchase  the  Property  subject  only to
Seller's obligations set forth in this Contract.

39. SITE PLAN AND PLAT  APPROVALS:  Seller  represents  that Seller has received
from the  Village of Royal Palm Beach  site plan  approval  for the  subdivision
described in paragraph 37.  Seller  agrees to obtain final plat approval  within
sixty (60) days after the  Effective  Date and to record the plat within 30 days
after such  approval.  Copies of the site plan and plat are  attached  hereto as
Exhibit "A".

40. SUBDIVISION  IMPROVEMENTS/INDIAN  TRAIL WATER CONTROL DISTRICT  ASSESSMENTS:
Seller shall construct and pay for (i) all the subdivision  improvements for the
Property  shown on the plans  attached  hereto as Exhibits B, C, and D, (ii) any
other  subdivision  improvements  (except house pads) and bonds  required by the
Village of Royal  Palm  Beach as a  condition  of plat  approval,  and (iii) all
landscaping and entranceway  improvements  shown on the plans attached hereto as
Exhibit D. Seller agrees that all utilities,  including sewer,  water,  electric
and  telephone,  will be installed to the  locations on the Property as shown on
the  above-described  plans.  Buyer understands and agrees that lots will not be
filled to grade or fully cleared,  but Seller will provide sufficient clean sand
fill  stockpiled  on or within 2,000 feet of the Property on paved roads to fill
the  lots  to 8"  below  fixed  floor.  At  Seller's  option,  payment  for  the
improvements  described  above  may be  provided  in whole  or in part  from the
proceeds of bonds  issued for such  purpose by the Indian  Trail  Water  Control
<PAGE>
District  ("District"),  which bonds would be paid from  assessments on the Lots
within the  Subdivision.  With  respect  to such  assessments,  Buyer  agrees to
include in all lot sales  contract it enters into with  prospective  purchasers,
immediately prior to the space reserved in the contract for the signature of the
purchaser,  the following disclosure statement in boldfaced and conspicuous type
which is larger  than the type in the  remaining  text of the  contract:  INDIAN
TRAIL WATER CONTROL  DISTRICT  IMPOSES TAXES OR  ASSESSMENTS,  OR BOTH TAXES AND
ASSESSMENTS, ON THIS PROPERTY THROUGH A SPECIAL TAXING DISTRICT. THESE TAXES AND
ASSESSMENTS PAY THE  CONSTRUCTION,  OPERATION AND  MAINTENANCE  COSTS OF CERTAIN
PUBLIC FACILITIES OF THE DISTRICT AND ARE SET ANNUALLY BY THE GOVERNING BOARD OF
THE DISTRICT. THESE TAXES AND ASSESSMENTS ARE IN ADDITION TO ALL OTHER TAXES AND
ASSESSMENTS  PROVIDED BY LAW. Buyer consents to the District's  recording in the
Public Records of Palm Beach County an assessment disclosure statement. Title to
the lots will be conveyed by Seller to Buyer subject to such  assessment  rights
of the District.  Seller  represents to Buyer that  assessments for construction
debt, which will be determined at the time the bonds are issued by the District,
will not exceed $600.00 per year per lot. In the event  assessments  will exceed
$600.00 per year per lot, Seller will promptly notify Buyer and Buyer may either
cancel this  Contract or elect to deduct from the purchase  price of each lot at
time of closing an amount  equal to the excess  above  $600.00  per year for the
remainder  of the  assessment  term.  Seller  will  pay the  costs of any of the
improvements described above which are not paid from the District bond proceeds.

41. COMMENCEMENT AND COMPLETION OF SUBDIVISION IMPROVEMENTS: (A) Seller must use
all reasonable efforts to commence construction of the subdivision improvements,
but if for any reason Seller fails to commence  construction  within ninety (90)
days from the  Effective  Date,  then Seller shall notify Buyer within seven (7)
days of such  failure,  and either party may then cancel this Contract by giving
written  notice to the other party  within  thirty (30) days after such  notice,
whereupon  the  Deposit  shall be  returned  to Buyer and the  parties  shal1 be
released of all obligations and liabilities hereunder.  Provided, however, Buyer
at Buyer's sole option may extend said date for  commencement of construction by
up to two (2) three (3) month  extentions  by giving  written  notice to Seller,
which  notice  must be given  within  seven (7) days  after the  above-described
notice by Seller of failure to commence  construction.  If  construction  is not
commenced by said extended date, either party may then cancel this Contract.

(B) Seller  must use all  reasonable  efforts to  complete  construction  of the
subdivision improvements, but in the event that completion and acceptance by the
Village is not achieved  within two hundred  forty (240) days from the Effective
Date, Seller shall notify Buyer within seven (7) days of such failure, and Buyer
as its sole  remedy may cancel this  Contract,  whereupon  the Deposit  shall be
returned to Buyer and the  parties  shall be  released  of all  obligations  and
liabilities  hereunder.  Provided,  however,  Buyer at Buyer's  sole  option may
extend said date for completion and acceptance of  construction by up to two (2)
three (3) month extentions by giving written notice to Seller, which notice must
be given  within  seven (7) days after the  above-described  notice by Seller of
failure to complete construction.  Provided further,  however, if completion and
acceptance is delayed for reasons beyond delays,  Seller shall have the right to
extend  the  applicable  achievement  date  for a  period  of time  equal to the
delay(s).  In any event,  if completion and acceptance is not achieved by August
15, 1997, this Contract shall be deemed canceled, whereupon the Deposit shall be
returned to Buyer and the  parties  shall be  released  of all  obligations  and
liabilities hereunder.
<PAGE>
(C) If Buyer exercises the option herein to purchase the two model lots prior to
completion of the subdivision improvements and acceptance by the Village, and if
this  Contract is  thereafter  canceled  pursuant to paragraph (A) or (B) above,
then  Seller  shall  purchase  each  model from  Buyer  (including  the lot) for
$100,000.00 each if undecorated and $150,000.00 each if decorated.

(D)  Notwithstanding  the  provisions of Paragraph 43  conditioning  the sale of
certain lots on completion and acceptance of the subdivision improvements, Buyer
may at  its  option  purchase  and  close  on  lots  prior  to  the  subdivision
improvements being completed and accepted by the Village of Royal Palm Beach. In
such event,  the net proceeds  realized by Seller from such sale (i.e., the sale
price minus the mortgage release price,  normal closing  expenses,  and brokers'
commission)  shall be held in escrow by Seller's  attorney  or another  mutually
acceptable   escrow  agent,   and  disbursed  to  Seller  upon  the  subdivision
improvements being completed and accepted by the Village.

The subdivision  improvements  are being financed by the District and Union Bank
of Florida.  Buyer will be given a copy of the financing agreement within twenty
(20) after the Effective Date.

42.  ACCESS  TO THE  PROPERTY:  Buyer  shall  have the  right to enter  upon the
Property to perform surveys, engineering studies, inspections, and test borings.
Buyer agrees to indemnify  and hold Seller  harmless  from and against any loss,
damage,  claim,  demand or  liability  with  respect  to any injury to person or
property  caused by entry  upon the  Property  by Buyer or its  representatives,
agents or  employees.  The  provisions  of this  paragraph  shall  survive  this
Contract.

43. SCHEDULE OF LOT PURCHASES:  The purchase price of  $2,451,000.00  for the 86
lots is based upon a price of $28,500.00  for each lot. Buyer shall close on the
purchase of the lots at the aforementioned  price per lot in accordance with the
following schedule:

         (a) Buyer shall have the option of purchasing two (2) contiguous  model
lots,  namely,  Lots 65 and 66 after Seller has  commenced  construction  of the
subdivision improvements.

         (b) Lots 67 through 72 and 27 through 41,  within 20 days after written
evidence  from  Seller  to Buyer  that the  subdivision  improvements  have been
completed and accepted by the Village of Royal Palm Beach.

         (c) Lots 73 through 75, 42 through  52, and 15 through  21,  during the
first  six (6)  month  period  following  the  closing  on the  initial  21 lots
described in (b) above.

         (d) Lots 1 through  14 and 53 through  59,  during the second (6) month
period following the closing on the initial 21 lots described in (b) above.

         (e) Lots 60 through 64, 76 through  86, and 22 through  26,  during the
third  six (6)  month  period  following  the  closing  on the  initial  21 lots
described in (b) above.

         (f) The lots to be closed  during each such  period  shall close at the
same time.  If Buyer  closes on more than 21 lots during any period,  the excess
shall be credited against the minimum for the next succeeding period.

         Buyer  agrees  that it shall not sell  lots to  another  builder  until
Seller has sold and conveyed all the lots in the adjoining  subdivision known as
"Crestwood Unit 3 - Plat Two."
<PAGE>
         If between  the  Effective  Date and the date that Buyer  closes on the
purchase of the last of the 86 lots (or the sooner  termination of this Contract
in accordance with the provisions hereof), Seller receives a written offer(s) to
purchase lots in "Crestwood  Unit 3 - Plat Two" at a price below  $28,500.00 per
lot,  which offer  Seller  desires to accept,  Buyer shall have a first right of
refusal  to  purchase  such lots at the same  price and upon the same  terms and
conditions  as  contained  in the offer.  Seller will deliver to Buyer a copy of
such acceptable  offer, and Buyer must notify Seller of its election to purchase
within  five (5) days after  delivery,  otherwise  Buyer shall be deemed to have
waived its first right of refusal with respect to said offer.

44.  HOMEOWNERS  ASSOCIATION:  Buyer will  receive the  homeowners'  association
documents and budget applicable to the Property, which Buyer shall review during
the  investigation  period. If Buyer does not exercise its right of cancellation
during the  investigation  period,  Buyer will be deemed to have  approved  such
documents. Seller shall execute and record the aforesaid homeowners' association
documents  in the Public  Records of Palm Beach  County  prior to closing on the
first lots.  Title to the lots will be  conveyed  by Seller to Buyer  subject to
said recorded documents.

45.  ARCHITECTURAL  APPROVAL:  No home may be  constructed  on any lot until the
plans and  specifications  for the home, the landscape plan, and the location of
the home on the lot have been approved in writing by Seller. Any approvals shall
be made promptly and not unreasonably withheld.  Buyer will submit architectural
elevations  and plans to Seller  during the  Investigation  Period to receive an
approval for the 86 lots.  Buyer's failure to comply the  architectural  control
restriction set forth above will entitle Seller to exercise any and all remedies
allowed in law or equity.

46. REAL ESTATE  BROKER:  Seller and Buyer  represent  and warrant to each other
that  neither  of them has  dealt or  consulted  with any real  estate  brokers,
salesmen  or finders in  connection  with this  transaction,  except RTL Realty,
whose commission shall be Seller's obligation.  Seller and Buyer hereby mutually
agree to indemnify,  save and hold each other  harmless from and against any and
all losses,  damages,  claims, costs and expenses (including attorney's fees and
expenses) in any way resulting  from or connected with any claims or suits for a
broker's or salesman's commission, finder's fee or other like compensation, made
or  brought  by any  person or  entity  resulting  from its own acts,  except as
aforesaid. This provision shall survive closing.

47. NOTICES:  Any notices  required to be given by the terms of this Contract or
under any applicable law by either party shall be in writing and shall be either
hand-delivered or sent by certified or registered mail, postage prepaid,  return
receipt requested, or sent via Federal Express or other similar courier service,
and such  notice  shall be deemed  to have  been  given  when  postmarked,  when
hand-delivered  or when sent via courier service in accordance with the terms of
this paragraph. Such written notice shall be addressed as follows:

         To Buyer:                  Lennar Homes, Inc.
                                    12230 Forrest Hills Boulevard
                                    West Palm Beach, Florida 33414

                                    Attention:  Tom Herman
<PAGE>
                                    with copies to

                                    Morris Watsky
                                    700 N.W. 107 Avenue
                                    Miami, Florida  33172

                                    Mark Shevory
                                    8190 W. State Road 84
                                    Davie, Florida 33324

         To Seller:                 Royal Palm Beach Colony, Limited
                                    Partnership
                                    c/o Randy Rieger
                                    1541 Sunset Drive #301
                                    Coral Gables, Florida 33143

                                    with copy to

                                    Martin Shapiro
                                    767 Arthur Godfrey Road
                                    Miami Beach, Florida 33140

48.  DEPOSIT:  Upon  execution  of this  Contract by both  parties,  Buyer shall
deliver to Seller an unconditional  letter of credit,  effective for a period of
twenty four (24)  months,  in the amount of  $100,000.00  representing  Seller's
initial  Deposit.  A copy of the letter of credit is attached  hereto as Exhibit
"E". Seller acknowledges receipt of the original letter of credit.  Within three
business  days  after  the end of the  investigation  period,  if Buyer  has not
elected to cancel this  Contract,  Buyer shall  increase the letter of credit to
$490,200.00.  The  letter of credit  will be from  Universal  American  Mortgage
Company naming Seller as beneficiary.

In the event that Seller determines that Buyer is in default, Seller may convert
the Deposit into cash by drawing the funds under the letter credit.  Within five
business days after receiving the funds,  Seller shall give Buyer written notice
that the Deposit has been  converted  to cash and  describing  the nature of the
default.  Seller  agrees to keep the funds in a separate  escrow  account  for a
period of 30 days after giving such written notice.  If Buyer files and serves a
lawsuit on Seller contesting the default within said 30-day period, Seller shall
continue to hold the funds in the escrow  account  pending  court order.  If the
letter of credit  will expire at any time prior to the closing on the last lots,
Buyer  agrees to obtain an  extension  of the term of the  letter of credit  and
deliver proof thereof to Seller no later than 30 days before its expiration. The
parties  agree that the  letter of credit  shall be reduced by 20 percent of the
purchase price of the lots being  purchased at each takedown,  and the amount of
the Deposit shall be reduced accordingly.

49.  HAZARDOUS  MATERIALS:  Seller  represents to the best of its knowledge that
there are no  hazardous  materials  or residual  contamination  in, on, under or
about, the Property.  Hazardous materials shall include any substances regulated
under any and all Federal,  State and local  statutes and laws,  including  case
law.
<PAGE>
50. MORATORIUM:  As condition precedent to closing, there shall be no moratorium
of any kind relating to the Property. This will include any moratoriums on water
or sewer connections,  building permits,  certificates of occupancy, or building
inspections.  In such event the closing will be postponed  for up to thirty (30)
for  the  moratoriums(s)  to be  removed,  failing  which  this  Contract  shall
terminate and the parties  released of all liability and obligations  hereunder.
Provided, however, Buyer may elect two (2) ninety (90) day further extentions of
the closing.

51.  REPRESENTATIONS  AND  WARRANTIES:  Seller  hereby  warrants,  covenants and
represents the following to Buyer with full knowledge that Buyer is relying upon
same in executing this Contract and performing hereunder.

         A. Seller has full power and authority to make, deliver, enter into and
perform  pursuant to the terms and conditions of this Contract and has taken all
necessary  action to authorize the  execution,  delivery and  performance of the
terms and  conditions  of this  Contract  and all  documents  to be executed and
delivered by Seller pursuant hereto. There are no actions,  suits or proceedings
pending or threatened  against by or affecting Seller in any court or before any
governmental agency relating to the Property,  the ownership of the Property, or
Seller's ability to convey the Property.

         B. This  Contract and the  documents  to be executed  and  delivered by
Buyer and Seller in connection  with this Contract will not breach the terms and
conditions  of or cause a  default  in any  mortgage,  restrictive  covenant  or
easement,  or any other  agreement  or document  encumbering  or  affecting  the
Property.

         C.  Seller has  received  no notice of any change  contemplated  in any
applicable laws, ordinances, or restrictions, or of a judicial or administrative
action  (except  those of a general  application)  or of any action by  adjacent
landowners, which would prevent, limit or impede Buyer's use of the Property for
single family residential use.

         D. Seller has  received no notice of any  violation  or any  applicable
laws, ordinances,  regulations,  statutes,  rules and restrictions pertaining to
and affecting the Property.

         E. No  approval(s)  or  consent(s)  by third  parties  or  governmental
authorities  are  required  in order  for  Seller  to  convey  the  Property  as
contemplated hereby.

         F. There is sewer and water available in sufficient capacity to service
the entire  Property.  The sewer and water lines will be of  sufficient  size to
service the Property.

         Each of the foregoing  warranties,  covenants and representations shall
be true and correct at closing and shall survive the closing.  In the event that
any of the warranties and  representations  are not correct or as represented by
Seller,  and Seller fails to remedy same within  thirty (30) days after  written
notice from Buyer, then Buyer may, at its option,  elect to cancel and terminate
this Contract,  whereupon the Escrow Agent shall return the Deposit delivered to
it by Buyer and the rights and obligations of the parties each to the other with
respect  to this  transaction  shall  cease  and  terminate.  Seller  agrees  to
cooperate  fully  with  Buyer,  at no cost to  Seller,  in its  examination  and
verification of Seller's warranties and representations.
<PAGE>
52.  CONDITIONS  PRECEDENT TO CLOSING:  Buyer's  obligation to close pursuant to
this Contract is conditioned on the following:

         A. No material  adverse  change in the condition of the Property  shall
have occurred since the date of this Contract.

         B. As of closing, there shall be no governmental prohibition (including
zoning  restrictions or conditions) that prevents Buyer from receiving  building
permits for construction of the intended improvements.

         C. As of the closing,  there shall be no (i) leases or other  occupancy
agreements, or (ii) contracts for labor or service that affect the Property.

         D. All of Seller's covenants and obligations contained in this Contract
shall  have  been  performed  by  Seller,  and all of  Seller's  warranties  and
representations are true and correct and shall be true and correct at closing.

         E. No condemnation  proceedings or any other matters which might have a
material  adverse  effect  on the  value of the  Property  shall be  pending  or
threatened against the Property at the closing.

         F. Any and all permits,  licenses,  or qualifications from any Federal,
State  or  other  local  governmental  agencies  having  jurisdiction  over  the
Property,  required for the  development  of the Property  and  construction  of
Buyer's model homes shall be obtained or obtainable.

         G. Seller gives to Buyer evidence that its  development  loan financing
is in a position to be funded and that the District Bonds have been sold and the
proceeds thereof are available to pay for the subdivision  improvements required
to be constructed in accordance with paragraph 40 hereof.

         H. Water and sewer shall be available  to the  Property  pursuant to an
agreement  with the  governmental  agencies  having  jurisdiction  and all other
utilities shall be available to the Property.

         If any of the conditions  precedent to Buyer's obligation have not been
satisfied,  Buyer may cancel this  Agreement by notifying  Seller (unless Seller
shall  satisfy  the  condition  precedent  within  thirty  (30) days  after such
notice),  in which event  Seller  shall  return the Deposit to Buyer.  Buyer may
waive, at Buyer's option and in Buyer's sole  discretion,  any of the conditions
precedent to Buyer's obligation to close.


                                   ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP


Date signed:                       By:  s/sRandy Rieger
August 12, 1996                       ---------------
                                           Randy Rieger, as Authorized Agent of
                                           Stein Management Company, Inc.,
                                           Managing General Partner



                                   LENNAR HOMES, INC.

Date signed:                       By:  /s/Tom Herman
August 9, 1996                          -------------
                                           Tom Herman
                                           Vice President   

<PAGE>
                                                                     EXHIBIT (h)

                       FIRST AMENDMENT TO LOAN AGREEMENT

         THIS FIRST  AMENDMENT  TO LOAN  AGREEMENT,  dated as of the 26th day of
June,  1995 (the  "Amendment"),  is made by and between Royal Palm Beach Colony,
Limited partnership,  a Delaware Limited Partnership (hereinafter referred to as
"BORROWER"), and Union Bank of Florida ("Bank" or "Lender").

                                    RECITALS

      A.  Borrower  has  applied to Bank for a future  advance of  $1,200,000.00
("Future Advance") to the Note secured by the Mortgage in the original principal
amount of  $975,000.00  to be advanced by Bank  pursuant to the terms hereof and
evidenced  by notes  described  in the  First  Mortgage  Modification  Agreement
executed this date by the Bank and Borrower.

      B. Bank is willing to make the Loan modification  described above based on
the terms and conditions set forth in this Amendment.

      NOW,  THEREFORE  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby  acknowledged,  Borrower and Bank hereby agree as
follows:

      2. The term "Loan" shall be in the amount of $2,175,000.00.

      3. The term  "Improvements"  shall include the on-site  infrastructure lot
improvements to be constructed with the proceeds of the Future Advance.

      4. The term "Use of  Proceeds"  shall mean the  permitted  use of the Loan
proceeds under the Note as set forth in the Loan  Agreement.  Exhibit "C" of the
Loan Agreement shall be hereby deleted.

      5. The term "Note" shall include the Future Advance  Promissory  Note (For
Non-Revolving   Line  of  Credit)  of  even  date  herewith  in  the  amount  of
$1,200,000.00) and the Consolidation  Promissory Note (For Non-Revolving Line of
Credit) of even date herewith in the amount of $2,175,000.00.

      4. The release price as set forth in paragraph  5.26 shall be amended from
$10,000.00 to $20,000.00 per developed lot.

      6. A commitment fee in the amount of $19,500.00 (two percent (2%) computed
on  $975,000.00)  is due from  Borrower  and earned  upon  closing of the Future
Advance whether or not any disbursements are made thereunder.

      If  Borrower   draws  Loan  proceeds   under  the  Future  Advance  beyond
$975,000.00 ("Excess Funding"),  additional  commitment fees of two percent (2%)
based on the amount of such  Excess  Funding  shall be due and owing at the time
draws representing such Excess Funding disbursed by Lender.

      7. The parties  agree that the  mortgagee  title  insurance for the Future
Advance  shall be in the  amount  of  $975,000.00  but such  insurance  shall be
increased and paid for by the Borrower in the event of any Excess Funding to the
Borrower up to the future advance amount of $1,200,000.00.

      8. The maturity date of the Loan shall be July 1, 1997.

      9.  Borrower  agrees to give  Lender  immediate  written  notice  upon the
recording of the Plats for Phases I, II and III.
<PAGE>
      10.  Borrower  shall be in  default  under the Loan if  Borrower  fails to
record  the Plats for  Phases  I, II and III prior to the date upon  which  such
Plats (the  preliminary  approved plats for such phases having been submitted to
Bank by the date of this Amendment) expire with Palm Beach County, Florida.

      11.The parties hereto agree that no funding of Future Advance proceeds for
Phase I (except for the closing costs  associated with the closing of the Future
Advance set forth on the Closing Statement made this date) shall be made by Bank
until  Borrower  has  submitted to Bank all permits and  necessary  governmental
authorizations  (including  Plat  recordation  and site plan  approval)  for the
construction of the on-site infrastructure lot improvements;  provided Bank with
proof that the off-site  improvements  constructed with the original proceeds of
the Loan have been accepted by the  appropriate  governmental  authorities;  and
provided  proof that the 1994 real estate taxes have been paid for the Property.
Likewise,  no funding of Future Advance  proceeds for Phases II and III shall be
made by Bank until such Plats have been recorded, site plans have obtained final
approval by the governmental authorities and all of the permits and governmental
authorizations as described above have been obtained by Borrower and provided to
Bank.

      12. All other terms and conditions of the Loan Agreement  shall be amended
consistent with the matters set forth above.
<PAGE>
IN WITNESS  WHEREOF,  Borrower and bank have executed  this  Amendment as of the
above written date by their respective officers all duly authorized thereunto.

Signed, sealed and delivered
in the presence of:                "BORROWER"

                                       ROYAL PALM BEACH COLONY, LIMITED
                                       PARTNERSHIP, a Delaware Limited
                                       Partnership
                                   BY: STEIN MANAGEMENT COMPANY, INC., a Florida
                                       corporation, Managing General Partner


                                   By: /s/Martin J. Katz
                                       -----------------
                                          Martin J.Katz, President
                                               (seal)

/s/Jane Rankin
-------------------
   Jane Rankin

/s/Martin Shapiro 
-------------------
   Martin Shapiro
                                   Address:  2501 South Ocean Drive
                                             Hollywood, FL  33019


                                   "LENDER"

                                   Union Bank of Florida
/s/Jane Rankin
-------------------                BY:  /s/Jack Brewer, Sr.
   Jane Rankin                          -------------------              
                                           Jack Brewer, Sr. Vice President
/s/Martin Shapiro
-------------------
   Martin Shapiro
                                   Address: 1801 North Pine Island Road
                                            Plantation, FL 33322

<PAGE>
Prepared by:
Jane C. Rankin, Esq.
Kubicki Draper/BM
Suite 1600
One East Broward Blvd.
Ft. Lauderdale, FL 33309
305-768-0011







                      FIRST MORTGAGE MODIFICATION AGREEMENT




         THIS AGREEMENT is made this 26th day of June, 1995 by and between Royal
Palm Beach Colony,  Limited Partnership,  a Delaware Limited Partnership,  whose
address is 2501 South Ocean Drive,  Hollywood, FL 33019 (hereinafter referred to
as  "Borrower")  and Union Bank of Florida,  with its offices at 1901 North Pine
Island Road, Plantation, FL 33322 (hereinafter referred to as "Lender").

                              W I T N E S S E T H:

      WHEREAS,  Borrower  executed a Promissory Note ("Note") in favor of Lender
dated October 6, 1994 in the original principal amount of $975.000.00 which Note
was secured by a Real Estate Mortgage, Assignment and Security Agreement of even
date  therewith  ("Mortgage")  given by Borrower in favor of Lender  recorded in
Official  Records Book 9464, at Page 1619,  of the Public  Records of Palm Beach
County, Florida, encumbering the property described therein ("Property"):

      WHEREAS,  the Loan is  additionally  secured  by certain  other  documents
including but not limited to UCC-1 Financing  Statement(s),  filed in the Public
Records of Palm Beach County, Florida and with the Secretary of State of Florida
(jointly  and  severally  referred  to  as  the  "Loan  Documents  or  "Security
Documents"); and

      WHEREAS,  the Note, Mortgage and Security Documents are further subject to
an unrecorded Loan Agreement ("Loan Agreement") dated October 6, 1994; and

      WHEREAS,  the principal  balance that is outstanding  under the Loan as of
the date hereof is $975,000.00 plus accrued interest thereon; and

      WHEREAS,  Borrower represents to Lender that it is the fee simple owner of
the Property described in the Mortgage; and that there are no inferior mortgages
or other liens or encumbrances  now  outstanding  against the Property except as
permitted by the terms of the Loan Agreement, and that the lien of said Mortgage
held by Lender is a valid first subsisting lien on the Property.
<PAGE>
      WHEREAS,  the parties hereto desire to increase the amount of the Note and
Mortgage by  $1,200,000.00  such that the total secured under such Loan would be
$2,175,000.00  and to modify certain terms and conditions of the Loan Agreement;
and

      NOW, THEREFORE, in consideration of these premises, TEN AND NO/100 DOLLARS
($10.00) and the mutual covenants  contained herein, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

      1. The foregoing recitals are true and correct and are incorporated herein
by reference.

      2. The  outstanding  principal  balance of the Loan as of the date of this
Agreement is $975,000.00.

      3. The Borrower this date has executed a Future  Advance  Promissory  Note
(For  Non-Revolving  Line of  Credit)  in the  amount  of  S1,200,000.00,  and a
Consolidation  Promissory  Note (For  Revolving Line of Credit) in the amount of
$2,175,000.00,  evidencing the total  indebtedness under the Loan which shall be
secured by the Mortgage and Security Documents. [The foregoing notes hereinafter
included in the term "Note".]

      4. Borrower and Lender have this date  executed a First  Amendment to Loan
Agreement  which shall be  incorporated by reference into the Loan Agreement and
the Security Documents.

      5. The maturity date of the Loan shall be extended to July 1, 1997.

      6. The Maximum Possible Principal Debt,  including future advances,  which
may be secured by the Mortgage shall be increased from  $1,950,000.00 to two (2)
times the amount of the indebtedness secured thereby.

      7. All of the Property  shall remain in all respects  subject to the lien,
charge and  encumbrance of said Mortgage in favor of Lender,  and nothing herein
contained,  and nothing done  pursuant  hereto,  shall affect or be construed to
affect the lien, charge or encumbrance of, or warranties title in, or conveyance
affected by said Mortgage,  or the priority thereof over other liens, charges or
encumbrances or conveyances,  or to release or affect the liability of any party
or  parties  who may now or  hereafter  be liable  under or on  account  of said
Mortgage,  or the Note secured  thereby;  nor shall anything herein contained or
done in pursuance  hereof affect or be construed to affect any other security or
instrument,  if any, held by Lender as security for or evidence of the aforesaid
indebtedness.

      8. The  Borrower  hereby  ratifies  and  re-affirms  all of the  terms and
conditions  of the Note,  Mortgage,  Security  Documents  and Loan  Agreement as
modified  herein,  and Borrower  does hereby  acknowledge,  certify,  affirm and
represent with full  knowledge that Lender is acting in reliance  thereon in the
execution of this Agreement;  that there are no claims, offsets, breaches of any
agreement,  document  or writing  relating  directly or  indirectly  to the loan
evidenced by the Note;  no matter,  item or thing that would  diminish or reduce
the  amount  owed  under  the  Note;  or any  action  or causes or action by the
Borrower or any person  dealing with the  Borrower  against  Lender  directly or
indirectly  relating to the loan evidenced by the Note and the Borrower  affirms
there is no offset or  defense as to the  indebtedness  owed as of this date and
that  Borrower is not in default of the Note,  Mortgage,  Security  Documents or
Loan  Agreement  as  of  this  date.  Borrower  further  acknowledges  that  all
representations and warranties made by the Borrower in the loan documents remain
true and correct as of this date.
<PAGE>
      9.  Borrower  agrees to pay all fees and costs related to the recording of
this Agreement and as set forth by Lender.

      10. Except as modified herein,  the Mortgage,  Security Documents and Loan
Agreement shall remain in full force and effect  according to their terms and if
there is any  conflict  in the terms of this  Agreement  and the  aforedescribed
documents, the terms of this Agreement shall apply.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first set forth above.

Signed, sealed and delivered
in the presence of:                "BORROWER"

                                       ROYAL PALM BEACH COLONY, LIMITED
                                       PARTNERSHIP, a Delaware Limited
                                       Partnership
                                   BY: STEIN MANAGEMENT COMPANY, INC., a Florida
                                       corporation, Managing General Partner


                                   By: /s/Martin J. Katz
                                       -----------------
                                          Martin J.Katz, President
                                               (seal)


-------------------
Printed Name:
-------------------
Printed Name:
                                   Address:  2501 South Ocean Drive
                                             Hollywood, FL  33019


                                   "LENDER"

                                   Union Bank of Florida

-------------------                BY:  /s/Jack Brewer, Sr.
Printed Name:                           -------------------              
                                           Jack Brewer, Sr. Vice President

-------------------
Printed Name:
                                   Address: 1801 North Pine Island Road
                                            Plantation, FL 33322

                                                 (seal)
STATE OF FLORIDA
COUNTY OF :ss

The  foregoing  instrument  was  acknowledged  before me this _ day of , 1995 by
Martin  J.  Katz as  President  of STEIN  MANAGEMENT  COMPANY,  INC.  a  Florida
corporation,  as Managing  General  Partner of ROYAL PALM BEACH COLONY,  LIMITED
PARTNERSHIP,   a  Delaware  Limited  Partnership,   on  behalf  of  the  Limited
Partnership. He is known to me or has produced a _____________as identification.
<PAGE>

                                   ----------------------
                                   Notary Public
                       (Seal)


STATE OF FLORIDA
COUNTY OF

The  foregoing  instrument  was  acknowledged  before  me  this  ______  day  of
___________, 1995 by Jack Brewer, Sr. Vice President of Union Bank of Florida on
behalf of the Bank. He is known to me or has produced a Florida driver's license
as identification.


                       Notary Public (Seal)



<PAGE>
Borrower's Taxpayer
Identification No. 59-2501059


                          CONSOLIDATED PROMISSORY NOTE
                       (For Non-Revolving Line of Credit)
$2,175,000.00                                                       May _ , 1994
                                                        Fort Lauderdale, Florida

      FOR VALUE  RECEIVED,  ROYAL  PALM BEACH  COLONY,  LIMITED  PARTNERSHIP,  a
Delaware  Limited  Partnership,   (sometimes  hereinafter  referred  to  as  the
"undersigned" or the "Borrower"),  promises to pay to the order of Union Bank of
Florida, or any subsequent holder of this note ("Bank") at its principal offices
located at  Plantation,  Florida  (or at such other  place or places as Bank may
designate)  the principal  sum of Two Million one Hundred  Seventy Five Thousand
and No/100  Dollars  ($2,175,000.00)  or so much  thereof as may be from time to
time outstanding,  plus interest thereon at the Rate hereinafter defined, all in
accordance  with the terms and conditions of this  Promissory  Note (the "Note")
and in accordance with the Loan Agreement dated October 6, 1994, as amended,  by
and between Borrower and Bank (the "Loan Agreement").  This Note is secured by a
Real Estate Mortgage,  Assignment,  and Security Agreement dated October 6, 1994
filed for record in the public records of Palm Beach County, Florida, as amended
(the  "Mortgage"),  UCC  Financing  Statements  filed for  record in the  public
records of Palm Beach  County,  Florida,  and in the Office of the  Secretary of
State of the State of Florida (the  "Financing  Statements"),  and other written
agreements  by and  between  Borrower  and Bank.  The  Mortgage  and such  other
agreements are hereinafter referred to collectively as the "Security Documents".
Terms used herein but not otherwise  defined  hereunder are defined as set forth
in the Security Documents or the Loan Agreement. All of the terms,  definitions,
conditions  and covenants of the Loan  Agreement and the Security  Documents are
expressly  made a part of this Note by reference in the same manner and with the
same  effect as if set forth  herein at  length,  and any holder of this Note is
entitled to the benefits of and remedies  provided in the Loan Agreement and the
Security  Documents.  Subject to the terms and  conditions  of this Note and the
Security  Documents,  Bank shall advance funds to Borrower pursuant to the terms
of the Loan Agreement.

      l. Prime  Rate.  For  purposes  hereof,  "Prime  Rate"  means the  highest
fluctuating  rate of  interest  per  annum  as  published  by the  "Wall  Street
Journal."

      2. Interest. The outstanding Loan principal balance shall bear interest at
a variable rate per annum equal to the Prime Rate plus two percent  (2.0%).  The
interest rate hereunder shall be adjusted daily in accordance with  fluctuations
in the Prime Rate.  Interest shall be computed on the basis of a daily amount of
interest  accruing on the daily  outstanding  principal balance during a 360-day
year multiplied by the actual number of days the principal is outstanding during
such applicable interest period.

      3.  Payment of Interest.  Interest  accrued in  accordance  with this Note
shall be due and payable  monthly,  in  arrears,  on the first day of each month
immediately  following  the calendar  month for which said interest has accrued.
All accrued but unpaid interest shall be due and payable in full on the Maturity
Date, as defined in Paragraph 6 below.

      All payments of principal and interest shall be made in lawful currency of
the  United  States of  America  which  shall be legal  tender in payment of all
debts, public and private, at the time of payment.
<PAGE>
      4.  Prepayment.  This Note may be  prepaid in whole or in part at any time
without  fee,  premium or penalty.  Any partial  prepayment  shall be applied in
accordance  with  paragraph  10 below and shall not postpone the due date of any
subsequent  periodic  installments or the Maturity Date, or change the amount of
such installments due, unless Bank shall otherwise agree in writing.

        5.  Late  Charges.  Should  Borrower  fail  to pay the  installments  of
interest or principal (if applicable) on any due date provided for herein,  then
Borrower  further  promises to pay a late  payment  charge equal to five percent
(5%) of the amount of the unpaid installment as liquidated  compensation to Bank
for the extra  expense  to Bank to  process  and  administer  the late  payment,
Borrower agreeing,  by execution hereof,  that any other measure of compensation
for a late payment is speculative and impossible to compute.  This provision for
late  charges  shall not be deemed to extend the time for payment or be a "grace
period"  or "cure  period"  that  gives  Borrower  a right to cure a Default  or
Default Condition.  Imposition of late charges is not contingent upon the giving
of any notice or lapse of any cure period provided for in the Mortgage and shall
not be  deemed a  waiver  of any  right or  remedy  of Bank,  including  without
limitation, acceleration of this Note.

      6. Maturity Date. The then outstanding  principal balance plus all accrued
but unpaid  interest  shall be due and  payable  on July 1, 1997 (the  "Maturity
Date").

      7. Default. Any failure of Borrower to comply with any term, covenant,  or
condition of this Note, including without limitation,  Borrower's failure to pay
principal, interest, or expenses when same shall become due, or the existence of
any Default Condition or Default under the Security  Documents or Loan Agreement
shall be deemed, at the option of Bank, a Default under this Note.

        a. Acceleration. Upon the occurrence of a Default hereunder or under the
terms of any one or more of the Security  Documents or the Loan Agreement,  Bank
may declare the then  outstanding  principal and all accrued but unpaid interest
immediately due and payable and upon acceleration and thereafter this Note shall
bear interest at the Default Rate,  hereinafter defined,  until all indebtedness
evidenced  hereby and secured by the Security  Documents  has been paid in full.
Further, in the event of such acceleration, the Loan, and all other indebtedness
of Borrower to Bank arising out of or in  connection  with the Loan shall become
immediately due and payable, without presentation,  demand, protest or notice of
any kind, all of which are hereby waived by Borrower.

      9.  Default  Rate.  After  default or maturity or upon  acceleration,  and
thereafter,  the unpaid  indebtedness  then evidenced by this Note and due under
and secured by the Security  Documents shall bear interest at a fixed rate equal
to the maximum rate then permitted under applicable law.

      10. Application of Payments.  A11 sums received by Bank for application to
the Loan may be  applied by Bank to late  charges,  expenses,  costs,  interest,
principal,  and other amounts  owing to Bank in connection  with the Loan in the
order selected by Bank in its sole discretion.

      11. Expenses. In the event this Note is not paid when due on any stated or
accelerated  maturity  date,  or should it be necessary  for Bank to enforce any
other of its rights  under the Loan  Documents,  Borrower  will pay to Bank,  in
addition to  principal,  interest and other  charges due  hereunder or under the
other  Loan  Documents,  all  costs  of  collection  or  enforcement,  including
<PAGE>
reasonable attorneys' fees,  paralegals' fees, legal assistants' fees, costs and
expenses,  whether incurred with respect to collection,  litigation,  bankruptcy
proceedings,  interpretation,  dispute,  negotiation,  trial, appeal, defense of
actions  instituted  by a third party  against Bank arising out of or related to
the Loan, enforcement of any judgment based on this Note, or otherwise,  whether
or not a suit to collect  such  amounts or to enforce such rights is brought or,
if brought, is prosecuted to judgment.

      12.  Waiver.  A11  persons  now or at any time  liable for payment of this
Note,   whether  directly  or  indirectly,   including  without  limitation  any
Guarantor,  hereby waive presentment,  protest,  notice of protest and dishonor.
The undersigned  expressly consents to any extensions and renewals,  in whole or
in part, to the release of any or all Guarantors or co-makers and any collateral
security or portions thereof,  given to secure this Note, and all delays in time
of payment or other performance which Bank may grant, in its sole discretion, at
any time and from time to time  without  limitation  all  without  any notice or
further  consent of  Borrower,  and any such grant by Bank shall not be deemed a
waiver of any subsequent delay or any of Bank's rights hereunder or under any of
the other Loan Documents.

      13. Usury. In no event shall this or any other provision  herein or in the
Loan  Agreement or Security  Documents,  permit the  collection  of any interest
which would be usurious  under the law governing this  transaction.  If any such
interest in excess of the maximum rate allowable  under  applicable law has been
collected,  Borrower  agrees  that the amount of  interest  collected  above the
maximum rate permitted by applicable law,  together with interest thereon at the
rate required by  applicable  law,  shall be refunded to Borrower,  and Borrower
agrees to accept such refund,  or, at  Borrower's  option,  such refund shall be
applied as a principal payment hereunder.

      14.  Modification.  This Note may not be  changed  orally,  but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
changes, modifications, or discharges is sought.

      15.  Applicable  Law.  This Note shall be  governed  by and  construed  in
accordance with the laws of the State of Florida.

      16. Notices. All notices or other communications  required or permitted to
be given  pursuant to the  provisions  of this Note shall be given in accordance
with the notice provisions of the Loan Agreement.

      17.  Successors  and Assigns.  As used herein,  the terms  "Borrower"  and
"Bank"   shall  be  deemed  to  include   their   respective   heirs,   personal
representatives, successors and assigns.

      18.  Severability.  In the event any one or more of the provisions of this
Note shall for any reason be held to be invalid,  illegal, or unenforceable,  in
whole or in part or in any respect,  or in the event that any one or more of the
provisions  of this Note operates or would  prospectively  operate to invalidate
this Note,  then and in any of those events,  only such  provision or provisions
shall be deemed null and void and shall not affect any other  provision  of this
Note. The remaining  provisions of this Note shall remain  operative and in full
force and  effect  and shall in no way be  affected,  prejudiced,  or  disturbed
thereby.  In the event any  provisions  of this Note are  inconsistent  with the
provisions  of  the  Loan  Agreement,  the  Security  Documents,  or  any  other
agreements or documents  executed in connection  with this Note, this Note shall
control.
<PAGE>
      19.  Captions:  Pronouns.  Captions are for  reference  only and in no way
limit the terms of this Note.  The  pronouns  used in this  instrument  shall be
construed as masculine,  feminine, or neuter as the occasion may require. Use of
the singular includes the plural, and vice versa.

      20.  Business  Day.  Any  reference  herein  or in the Loan  Agreement  or
Security  Documents  to a day or  business  day  shall be  deemed  to refer to a
banking  day which shall be a day on which Bank is open for the  transaction  of
business,  excluding  any national  holidays,  and any  performance  which would
otherwise  be  required  on a day  other  than a  banking  day  shall be  timely
performed in such  instance,  if performed on the next  succeeding  banking day.
Notwithstanding  such  timely  performance,  interest  shall  continue to accrue
hereunder until such payment or performance has been made.

      21. WAIVER OF TRIAL BY JURY: THE PARTIES (INCLUDING ANY GENERAL PARTNER(S)
OF THE BORROWER)  HEREBY  MUTUALLY  AGREE THAT NEITHER  PARTY,  NOR ANY PARTNER,
ASSIGNEE,  SUCCESSOR,  HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM
ARE  HEREINAFTER  REFERRED TO AS THE  "PARTIES")  SHALL SEEK A JURY TRIAL IN ANY
LAWSUIT, PROCEEDINGS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON
OR ARISING OUT OF THIS  AGREEMENT OR ANY  INSTRUMENT  EVIDENCING,  SECURING,  OR
RELATING TO THE INDEBTEDNESS AND OTHER OBLIGATIONS EVIDENCED HEREBY, ANY RELATED
AGREE- MENT OR INSTRUMENT,  ANY OTHER COLLATERAL FOR THE INDEBTEDNESS  EVIDENCED
HEREBY OR THE DEALINGS OR THE RELATIONSHIP  BETWEEN OR AMONG THE PARTIES, OR ANY
OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION,  IN WHICH
A JURY TRIAL HAS BEEN  WAIVED,  WITH ANY OTHER  ACTION IN WHICH A JURY TRIAL HAS
NOT BEEN WAIVED.  THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY
THE PARTIES WITH BANK, AND THESE  PROVISIONS  SHALL BE SUBJECT TO NO EXCEPTIONS.
BANK HAS IN NO WAY AGREED WITH OR  REPRESENTED  TO ANY OF THE  PARTIES  THAT THE
PROVISIONS OF THIS PARAGRAPH  WILL NOT BE FULLY  ENFORCED IN ALL INSTANCES.  THE
WAIVER  CONTAINED  HEREIN IS IRREVOCABLE AND CONSTITUTES A KNOWING AND VOLUNTARY
WAIVER.

      22. This Note is a  consolidation  of that  certain  Promissory  Note (For
Non-Revolving  Line of Credit) dated  October 6, 1994 in the original  principal
amount of Nine Hundred  Seventy Five Thousand and No/100  Dollars  ($975,000.00)
upon which full  documentary  stamps  were paid and  affixed to the Real  Estate
Mortgage,  Assignment  and  Security  Agreement  securing  same and that certain
Future Advance  Promissory Note (For  Non-Revolving Line of Credit) of even date
herewith in the original  principal  amount of One Million Two Hundred  Thousand
and No/100 Dollars  ($1,200,000.00) upon which full documentary stamps were paid
and affixed to the First Mortgage Modification Agreement securing same.


      IN WITNESS  WHEREOF,  Borrower has caused this Note to be duly executed as
of the day and year first above written.


                                        ROYAL PALM BEACH COLONY, LIMITED
                                        PARTNERSHIP, a Delaware Limited
                                        Partnership 
                                             BY: STEIN MANAGEMENT COMPANY, INC.,
                                                 a Florida corporation, Managing
                                                 General Partner


                                        By:/s/Marvin J. Katz
                                           -----------------
                                              Martin J.Katz, President
                                                    (seal)
<PAGE>
Borrower's Taxpayer
Identification No. 59-2501059


                         FUTURE ADVANCE PROMISSORY NOTE
                       (For Non-Revolving Line of Credit)
$1,200,000.00                                                   __________, 1994
                                                        Fort Lauderdale  Florida

      FOR VALUE  RECEIVED,  ROYAL  PALM BEACH  COLONY,  LIMITED  PARTNERSHIP,  a
Delaware  Limited  Partnership,   (sometimes  hereinafter  referred  to  as  the
"undersigned" or the "Borrower"),  promises to pay to the order of Union Bank of
Florida, or any subsequent holder of this note ("Bank") at its principal offices
located at  Plantation,  Florida  (or at such other  place or places as Bank may
designate)  the  principal  sum of One Million Two Hundred  Thousand  and No/100
Dollars  ($1,200,000.00)  or so  much  thereof  as  may be  from  time  to  time
outstanding,  plus  interest  thereon at the Rate  hereinafter  defined,  all in
accordance  with the terms and conditions of this  Promissory  Note (the "Note")
and in accordance with the Loan Agreement dated October 6, 1994, as amended,  by
and between Borrower and Bank (the "Loan Agreement").  This Note is secured by a
Real Estate Mortgage,  Assignment, and Security Agreement dated October 6, 1994,
filed for record in the public records of Palm Beach County, Florida, as amended
(the  "Mortgage"),  UCC  Financing  Statements  filed for  record in the  public
records of Palm Beach  County,  Florida,  and in the Office of the  Secretary of
State of the State of Florida (the  "Financing  Statements"),  and other written
agreements  by and  between  Borrower  and Bank.  The  Mortgage  and such  other
agreements are hereinafter referred to collectively as the "Security Documents~.
Terms used herein but not otherwise  defined  hereunder are defined as set forth
in the Security Documents or the Loan Agreement. All of the terms,  definitions,
conditions  and covenants of the Loan  Agreement and the Security  Documents are
expressly  made a part of this Note by reference in the same manner and with the
same  effect as if set forth  herein at  length,  and any holder of this Note is
entitled to the benefits of and remedies  provided in the Loan Agreement and the
Security  Documents.  Subject to the terms and  conditions  of this Note and the
Security  Documents,  Bank shall advance funds to Borrower pursuant to the terms
of the Loan Agreement.

      1. Prime  Rate.  For  purposes  hereof,  "Prime  Rate"  means the  highest
fluctuating  rate of  interest  per  annum  as  published  by the  "Wall  Street
Journal".

      2. Interest. The outstanding Loan principal balance shall bear interest at
a variable rate per annum equal to the Prime Rate plus two percent  (2.0%).  The
interest rate hereunder shall be adjusted daily in accordance with  fluctuations
in the Prime Rate.  Interest shall be computed on the basis of a daily amount of
interest  accruing on the daily  outstanding  principal balance during a 360-day
year multiplied by the actual number of days the principal is outstanding during
such applicable interest period.

      3.  Payment of Interest.  Interest  accrued in  accordance  with this Note
shall be due and payable  monthly,  in  arrears,  on the first day of each month
immediately  following  the calendar  month for which said interest has accrued.
All accrued but unpaid interest shall be due and payable in full on the Maturity
Date, as defined in Paragraph 6 below.

      All payments of principal and interest shall be made in lawful currency of
the  United  States of  America  which  shall be legal  tender in payment of all
debts, public and private, at the time of payment.
<PAGE>
      4.  Prepayment.  This Note may be  prepaid in whole or in part at any time
without  fee,  premium or penalty.  Any partial  prepayment  shall be applied in
accordance  with  paragraph  10 below and shall not postpone the due date of any
subsequent  periodic  installments or the Maturity Date, or change the amount of
such installments due, unless Bank shall otherwise agree in writing.

      5. Late Charges.  Should Borrower fail to pay the installments of interest
or principal (if applicable) on any due date provided for herein,  then Borrower
further  promises to pay a late payment charge equal to five percent (5%) of the
amount of the unpaid  installment  as  liquidated  compensation  to Bank for the
extra  expense to Bank to process  and  administer  the late  payment,  Borrower
agreeing, by execution hereof, that any other measure of compensation for a late
payment is  speculative  and  impossible  to compute.  This  provision  for late
charges  shall  not be  deemed to  extend  the time for  payment  or be a "grace
period"  or "cure  period"  that  gives  Borrower  a right to cure a Default  or
Default Condition.  Imposition of late charges is not contingent upon the giving
of any notice or lapse of any cure period provided for in the Mortgage and shall
not be  deemed a  waiver  of any  right or  remedy  of Bank,  including  without
limitation, acceleration of this Note.

      6. Maturity Date. The then outstanding  principal balance plus all accrued
but unpaid  interest  shall be due and  payable  on July 1, 1997 (the  "Maturity
Date").

      7. Default. Any failure of Borrower to comply with any term, covenant,  or
condition of this Note, including without limitation,  Borrower's failure to pay
principal, interest, or expenses when same shall become due, or the existence of
any Default Condition or Default under the Security  Documents or Loan Agreement
shall be deemed, at the option of Bank, a Default under this Note.

      8.  Acceleration.  Upon the occurrence of a Default hereunder or under the
terms of any one or more of the Security  Documents or the Loan Agreement,  Bank
may declare the then  outstanding  principal and all accrued but unpaid interest
immediately due and payable and upon acceleration and thereafter this Note shall
bear interest at the Default Rate,  hereinafter defined,  until all indebtedness
evidenced  hereby and secured by the Security  Documents  has been paid in full.
Further, in the event of such acceleration, the Loan, and all other indebtedness
of Borrower to Bank arising out of or in  connection  with the Loan shall become
immediately due and payable, without presentation,  demand, protest or notice of
any kind, all of which are hereby waived by Borrower.

      9.  Default  Rate.  After  default or maturity or upon  acceleration,  and
thereafter,  the unpaid  indebtedness  then evidenced by this Note and due under
and secured by the Security  Documents shall bear interest at a fixed rate equal
to the maximum rate then permitted under applicable law.
<PAGE>
      10. Application of Payments.  All sums received by Bank for application to
the Loan may be  applied by Bank to late  charges,  expenses,  costs,  interest,
principal,  and other amounts  owing to Bank in connection  with the Loan in the
order selected by Bank in its sole discretion.

      11. Expenses. In the event this Note is not paid when due on any stated or
accelerated  maturity  date,  or should it be necessary  for Bank to enforce any
other of its rights  under the Loan  Documents,  Borrower  will pay to Bank,  in
addition to  principal,  interest and other  charges due  hereunder or under the
other  Loan  Documents,  all  costs  of  collection  or  enforcement,  including
reasonable attorneys' fees,  paralegals' fees, legal assistants' fees, costs and
expenses,  whether incurred with respect to collection,  litigation,  bankruptcy
proceedings,  interpretation,  dispute,  negotiation,  trial, appeal, defense of
actions  instituted  by a third party  against Bank arising out of or related to
the Loan, enforcement of any judgment based on this Note, or otherwise,  whether
or not a suit to collect  such  amounts or to enforce such rights is brought or,
if brought, is prosecuted to judgment.

      12.  Waiver.  A11  persons  now or at any time  liable for payment of this
Note,   whether  directly  or  indirectly,   including  without  limitation  any
Guarantor,  hereby waive presentment,  protest,  notice of protest and dishonor.
The undersigned  expressly consents to any extensions and renewals,  in whole or
in part, to the release of any or all Guarantors or co-makers and any collateral
security or portions thereof,  given to secure this Note, and all delays in time
of payment or other performance which Bank may grant, in its sole discretion, at
any time and from time to time  without  limitation  all  without  any notice or
further  consent of  Borrower,  and any such grant by Bank shall not be deemed a
waiver of any subsequent delay or any of Bank's rights hereunder or under any of
the other Loan Documents.

      13. Usury. In no event shall this or any other provision  herein or in the
Loan  Agreement or Security  Documents,  permit the  collection  of any interest
which would be usurious  under the law governing this  transaction.  If any such
interest in excess of the maximum rate allowable  under  applicable law has been
collected,  Borrower  agrees  that the amount of  interest  collected  above the
maximum rate permitted by applicable law,  together with interest thereon at the
rate required by  applicable  law,  shall be refunded to Borrower,  and Borrower
agrees to accept such refund,  or, at  Borrower's  option,  such refund shall be
applied as a principal payment hereunder.

      14.  Modification.  This Note may not be  changed  orally,  but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
changes, modifications, or discharges is sought.

      15.  Applicable  Law.  This Note shall be  governed  by and  construed  in
accordance with the laws of the State of Florida.

      16. Notices. All notices or other communications  required or permitted to
be given  pursuant to the  provisions  of this Note shall be given in accordance
with the notice provisions of the Loan Agreement.

      17.  Successors  and Assigns.  As used herein,  the terms  "Borrower"  and
"Bank"   shall  be  deemed  to  include   their   respective   heirs,   personal
representatives, successors and assigns.
<PAGE>
      18.  Severability.  In the event any one or more of the provisions of this
Note shall for any reason be held to be invalid,  illegal, or unenforceable,  in
whole or in part or in any respect,  or in the event that any one or more of the
provisions  of this Note operates or would  prospectively  operate to invalidate
this Note,  then and in any of those events,  only such  provision or provisions
shall be deemed null and void and shall not affect any other  provision  of this
Note. The remaining  provisions of this Note shall remain  operative and in full
force and  effect  and shall in no way be  affected,  prejudiced,  or  disturbed
thereby.  In the event any  provisions  of this Note are  inconsistent  with the
provisions  of  the  Loan  Agreement,  the  Security  Documents,  or  any  other
agreements or documents  executed in connection  with this Note, this Note shall
control.

      19.  Captions:  Pronouns.  Captions are for  reference  only and in no way
limit the terms of this Note.  The  pronouns  used in this  instrument  shall be
construed as masculine,  feminine, or neuter as the occasion may require. Use of
the singular includes the plural, and vice versa.

      20.  Business  Day.  Any  reference  herein  or in the Loan  Agreement  or
Security  Documents  to a day or  business  day  shall be  deemed  to refer to a
banking  day which shall be a day on which Bank is open for the  transaction  of
business,  excluding  any national  holidays,  and any  performance  which would
otherwise  be  required  on a day  other  than a  banking  day  shall be  timely
performed in such  instance,  if performed on the next  succeeding  banking day.
Notwithstanding  such  timely  performance,  interest  shall  continue to accrue
hereunder until such payment or performance has been made.

      21. WAIVER OF TRIAL BY JURY: THE PARTIES (INCLUDING ANY GENERAL PARTNER(S)
OF THE BORROWER)  HEREBY  MUTUALLY  AGREE THAT NEITHER  PARTY,  NOR ANY PARTNER,
ASSIGNEE,  SUCCESSOR,  HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM
ARE  HEREINAFTER  REFERRED TO AS THE  "PARTIES")  SHALL SEEK A JURY TRIAL IN ANY
LAWSUIT, PROCEEDINGS, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON
OR ARISING OUT OF THIS  AGREEMENT OR ANY  INSTRUMENT  EVIDENCING,  SECURING,  OR
RELATING TO THE INDEBTEDNESS AND OTHER 0BLIGATIONS EVIDENCED HEREBY, ANY RELATED
AGREE- MENT OR INSTRUMENT,  ANY OTHER COLLATERAL FOR THE INDEBTEDNESS  EVIDENCED
HEREBY OR THE DEALINGS OR THE RELATIONSHIP  BETWEEN OR AMONG THE PARTIES, OR ANY
OF THEM. NONE OF THE PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION,  IN WHICH
A JURY TRIAL HAS SEEN  WAIVED,  WITH ANY OTHER  ACTION IN WHICH A JURY TRIAL HAS
NOT BEEN WAIVED.  THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY
THE PARTIES WITH BANK, AND THESE  PROVISIONS  SHALL BE SUBJECT TO NO EXCEPTIONS.
BANK HAS IN NO WAY AGREED WITH OR  REPRESENTED  TO ANY OF THE  PARTIES  THAT THE
PROVISIONS OF THIS PARAGRAPH  WILL NOT BE FULLY  ENFORCED IN ALL INSTANCES.  THE
WAIVER  CONTAINED  HEREIN IS IRREVOCABLE AND CONSTITUTES A KNOWING AND VOLUNTARY
WAIVER.

      22. This Note represents a future advance to that certain  Promissory Note
(For  Non-Revolving  Line of  Credit)  dated  October  6,  1994 in the  original
principal  amount of Nine  Hundred  Seventy  Five  Thousand  and No/100  Dollars
($975,000.00)  upon which full  documentary  stamps were paid and affixed to the
Real Estate Mortgage, Assignment and Security Agreement securing same.
<PAGE>


      IN WITNESS  WHEREOF,  Borrower has caused this Note to be duly executed as
of the day and year first above written.


                               ROYAL PALM BEACH COLONY, LIMITED
                               PARTNERSHIP, a Delaware Limited
                               Partnership
                                    BY: STEIN MANAGEMENT COMPANY, INC.,
                                        a Florida corporation, Managing 
                                        General Partner


                               By:/s/Martin J. Katz
                                  ----------------- 
                                     Martin J. Katz, President
                                            (seal)


Documentary Stamps in the amount of
$4,200.00 have been paid and
affixed to the First Mortgage
Modification Agreement securing this
Note.
<PAGE>


                                                                    EXHIBIT 4(i)
                       SECOND AMENDMENT TO LOAN AGREEMENT 


     THIS SECOND  AMENDMENT TO LOAN  AGREEMENT,  dated as of the day of October,
1996 (the "Amendment"),  is made by and between Royal Palm Beach Colony, Limited
partnership,   a  Delaware  Limited  Partnership  (hereinafter  referred  to  as
"BORROWER"), and Union Bank of Florida
("Bank" or "Lender").

                                    RECITALS

         A.  Borrower  has applied to Bank for a future  advance of  $550,000.00
("Future Advance") to the Loan secured by the Mortgage and Loan Documents in the
current principal amount of $2,175,000.00 to be advanced by Bank pursuant to the
terms hereof and evidenced by note and "L/C" described  herein and in the Second
Mortgage Modification Agreement executed this date by the Bank and Borrower.

         B. Bank is willing to make the Loan modification  described above based
on the terms and conditions set forth in this Amendment.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby  acknowledged,  Borrower and Bank hereby agree as
follows:

         1. The  term  "Loan"  shall be in the  amount  of  $2,625,000.00  which
represents  the sum of the  renewal  of the  outstanding  principal  balance  of
1,212,412.55 and the current  availability under the Loan ($862,587.45) plus the
Future Advance described herein.

         2. The "Use of Proceeds" for the Future  Advance set forth herein shall
be attached as Exhibit "A" hereto and incorporated by reference herein.

         3. The term "Note" shall be  collectively  the Renewal  Promissory Note
(For  Non-Revolving  Line of Credit)in the amount of  $1,212,412.55,  the Future
Advance  Promissory  Note (For  Non-Revolving  Line of  Credit) in the amount of
$1,412,587.45   and  the   Consolidation   Promissory  Note  in  the  amount  of
$2,625,000.00,  all of even date  herewith  which  Note  shall be secured by the
Mortgage and Loan Documents.

         4. A commitment  fee in the amount of (i)  $10,375.00  [one half of one
percent  (.05%)  computed on the Loan amount as of the First  Amendment  to Loan
Agreement - $2,075,000.00]  is due from Borrower for the renewal of the existing
Loan until January 31, 1998; and (ii)  $11,000.00 [two percent (2%)] computed on
$550,000.00]  is due from Borrower and earned upon closing of the Future Advance
whether or not any disbursements are made thereunder.

         5. The amount advanced to date under the Note is $1,212,412.55  leaving
a balance of $862,587.45  available for  disbursement  under this  non-revolving
Loan  facility.  This balance,  plus the Future  Advance,  results in a total of
$1,412,587.45 available for disbursement effective upon this date. Of this total
amount  $950,000.00  will  be  allocated  for  the  issuance  of an  Irrevocable
(Documentary)  Letter of Credit  ("L/C") for the  benefit of Indian  Trail Water
Control  District  to fund  the  remaining  costs of  Borrower's  infrastructure
development  of Phases II and III of  Crestwood  Unit #3 (the  "Project")  after
Borrower's  use of bond  proceeds  derived  from the sale of special  assessment
revenue  bonds  issued  by ITWCD  for the  Project  ("Bond  Offering")  with the
remaining  available Loan balance to be disbursed to the Borrower per the Use of
Proceeds as and when  requested  by  Borrower  for so long as Borrower is not in
default under the Loan.
<PAGE>
                  A.  The L/C  shall  be (i) for a term of no more  than one (1)
year;  (ii) shall be in a form and have attached as exhibits a requisition  form
and draw schedule  approved by  Bank;(iii)  shall be secured by the Mortgage and
the  existing  collateral  for the Loan;  and (iv) shall be delivered by Bank to
ITWCD upon the successful  closing of the Bond Offering.  To the extent that any
amounts outstanding under the Loan during the term of the Note or the L/C exceed
sixty  percent  (60%)  of the  value  of the  Bank's  collateral  ("Value"),  as
determined  by  Bank's  appraisal,  Bank at its sole  discretion  shall  require
sufficient additional collateral to regain the sixty percent (60%) Loan-to-Value
such as the following:

                      i) Cash security in a form acceptable to Bank; and/or

                      ii)  Additional  real estate  collateral  of same loan-to-
Value acceptable to Bank in Bank's sole discretion.

                  B. In the event the current  appraised value of the collateral
(as  determined  by an  appraiser  acceptable  to  Bank)  for the  Loan  becomes
decreased  such that the Loan-to  Value is less than sixty  percent  (60%),  the
Borrower  shall be required to provided Bank with  additional  collateral as set
forth in items (i) and (ii) above in this section.

                  C. Bank  shall  have  received  opinions  of  counsel  for the
issuing  entity and such other  parties as Bank may require,  a copy of the Bond
Offering  documentation and such other  documentation and agreements as Bank may
reasonably require upon review of the foregoing.

                  D. Any  uncured  Default by Borrower  under the Bond  Offering
documents shall be a Default under the Loan.

                  E. Bank shall have  approved  of the final form and content of
the Agreement between ITWCD and Borrower for the development of the Project.

         6. The parties agree that the mortgagee title insurance issued in favor
of Bank  shall at all  times  during  the Loan be in an  amount  of at least the
outstanding indebtedness under the Loan.

         7. The maturity date of the Loan shall be January 31, 1998.

         8. Bank agrees to waive any and all pre-sale  requirements  for lots in
Phase I which were a condition to funding Loan Proceeds for Phase II and III.

         9. All  other  terms  and  conditions  of the Loan  Agreement  shall be
amended consistent with the matters set forth above.
<PAGE>
         IN WITNESS  WHEREOF,  Borrower and Bank have executed this Amendment as
of the above  written  date by their  respective  officers  all duly  authorized
thereunto.

Signed, sealed and delivered
in the presence of:                                  "BORROWER"

                                            ROYAL PALM BEACH COLONY, LIMITED
                                            PARTNERSHIP, a Delaware Limited
                                            Partnership

                                           BY: STEIN MANAGEMENT COMPANY, INC.,
                                               a Florida corporation, Managing
                                               General Partner

                                               -------------------------------
                                           By: Randy Rieger, Authorized Agent
                                                         (seal)
---------------------------                Address:  2501 South Ocean Drive
Printed Name:                                        Hollywood, FL  33019
---------------------------
Printed Name:
                                               
                                                         

                                                     "LENDER"
                                               Union Bank of Florida

___________________________                BY: ---------------------------(Seal)
Printed Name:                                  John S. Chaperon, President
---------------------------                Address: 1801 North Pine Island Road
Printed Name:                                       Plantation, FL  33322
                                      
                                              

<PAGE>
                                                                    EXHIBIT 4(j)
                                    MORTGAGE


         THIS MORTGAGE,  executed this _____ day of  ___________________,  1996,
between  ROYAL  PALM  BEACH  COLONY,  LIMITED  PARTNERSHIP,  a  Florida  limited
partnership,  whose  address is 2501 South  Ocean  Drive,  Hollywood,  FL 33019,
hereinafter  referred to as the "MORTGAGOR" and CROSSROADS  ASSOCIATES,  LTD., a
Florida  limited  partnership,   whose  address  is  5858  Central  Avenue,  St.
Petersburg, FL 33743, its successors and assigns, hereinafter referred to as the
"MORTGAGEE."

(The term  "MORTGAGOR" as used in every  instance shall include the  Mortgagor's
heirs, executors, administrators, successors, legal representatives and assigns,
either  voluntary or by an act of the parties,  or  involuntary  by operation of
law, and shall denote the single and/or plural,  the masculine  and/or feminine,
and natural  and/or  artificial  persons  whenever  and  wherever the context so
requires or admits.)

                              W I T N E S S E T H:

         THAT for good and valuable consideration,  and to secure the payment of
the  promissory  note (the  "Note")  as  hereinafter  described,  together  with
interest  thereon,  the MORTGAGOR  grants,  bargains,  sells, and conveys to the
MORTGAGEE in fee simple, the following  described real property (the "Property")
of which the MORTGAGOR is now seized and  possessed,  and in actual  possession,
situate in the County of Palm Beach, State of Florida, to wit:

                         SEE EXHIBIT "A" ATTACHED HERETO

         TOGETHER with all buildings and improvements now or hereafter  situated
on the Property.

         AND  TOGETHER  with  the   tenements,   hereditaments,   easements  and
appurtenances thereunto belonging, and the rents, issues, and profits hereof.

         TO HAVE AND TO HOLD the same unto the said MORTGAGEE, in fee simple.

         The MORTGAGOR hereby covenants with the MORTGAGEE that the MORTGAGOR is
indefeasibly seized with the absolute and fee simple title to said property, and
has full power and lawful authority to sell,  convey,  transfer and mortgage the
same;  that it shall  be  lawful  at any time  hereafter  for the  MORTGAGEE  to
peaceably and quietly enter upon, have, hold and enjoy said Property,  and every
part  thereof;  that  the  Property  is free  and  discharged  from  all  liens,
encumbrances  and claims of any kind,  including taxes and  assessments,  except
taxes for the current year that are not yet due and payable;  that the MORTGAGOR
will  make,  at  MORTGAGOR'S  expense,  to  MORTGAGEE  such  other  and  further
assurances  to perfect the fee simple title to said Property in the MORTGAGEE as
may hereafter be required; and, that
 
         MORTGAGOR  hereby fully  warrants  unto the MORTGAGEE the title to said
Property and will defend the same  against the lawful  claims and demands of all
persons whomsoever.
<PAGE>
         NOW,  THEREFORE,  the  conditions of this Mortgage are such that if the
MORTGAGOR shall pay unto the MORTGAGEE the indebtedness evidenced by the Note of
even date  herewith,  made by the  MORTGAGOR and payable to the MORTGAGEE in the
original principal sum of $300,000.00, together with interest as therein stated,
and  shall  perform,  comply  with  and  abide by each  and  every  stipulation,
agreement,  condition  and covenant  contained in this  Mortgage and in the Note
secured hereby, then this Mortgage and the estate hereby created shall cease and
be null and void.

         AND, the MORTGAGOR does hereby further covenant and agree as follows:

         1. To perform and comply with every covenant  contained in the Note and
this Mortgage.

         2. To pay all and singular the principal and interest and other sums of
money payable by virtue of said Note and this Mortgage,  or either,  promptly on
the days respectively the same become severally due.

         3. To pay, before becoming delinquent,  all obligations,  encumbrances,
taxes, assessments,  paving, sidewalk, sanitary and other assessments, levies or
liens,  now or  hereafter  levied  or  imposed  upon or  against  the  mortgaged
property,  and to exhibit to the  MORTGAGEE,  before  such  taxes,  assessments,
liens, and encumbrances  become  delinquent,  the official  receipts for payment
thereof.  If the  same,  or any  part  hereof,  are  not  paid  before  becoming
delinquent, the MORTGAGEE may at any time pay the same with accrued interest and
charges,  if any, without waiving or affecting  MORTGAGEE'S  option to foreclose
this Mortgage, or any right hereunder. Every payment so made shall bear interest
from the date thereof at the highest rate  authorized by law, but if there is at
the time of default no maximum  lawful rate,  then at the rate of 18% per annum,
and all such payments with interest shall be secured by the lien hereof.

         4. If all or any part of the  Property or an interest  therein is sold,
transferred  or  conveyed,  all the  sums  secured  by this  Mortgage  shall  be
immediately due and payable.

         5. In the event any judgment or  mechanic's  lien is filed  against the
mortgaged  Property and is not discharged or removed within thirty (30) days, or
in the event  that any legal  proceeding  is  initiated  against  the  mortgaged
Property and is not  dismissed or otherwise  terminated  within thirty (30) days
from the date of filing of such legal  proceedings,  the MORTGAGEE at its option
may  accelerate  the entire  indebtedness  secured by this  Mortgage  and demand
payment in full.

         6.  To pay all  costs,  fees,  charges  and  expenses  of  every  kind,
including the cost of an abstract of title to said Property or a title insurance
policy,  found to be convenient or expedient in connection with any suit for the
foreclosure of this  Mortgage,  and also including  reasonable  attorneys'  fees
incurred or expended at any time by the MORTGAGEE  because of the failure of the
MORTGAGOR to perform, comply with and abide by any of the covenants,  conditions
and  stipulations  of the Note, or this Mortgage,  or in the foreclosure of this
Mortgage  and in  collecting  the amount  secured  hereby with or without  legal
proceedings,  and to reimburse  the MORTGAGEE for every payment made or incurred
for any such  purpose  with  interest  from date of every  such  payment  at the
highest rate permitted by law, but if there is at the time of default no maximum
lawful  rate,  then  at the  rate  of 18%  per  annum,  and  such  payments  and
obligations, with interest therein as aforesaid, shall be secured by the lien of
this Mortgage.
<PAGE>
         7. To  permit,  commit or  suffer  no waste  and at all times  keep the
Property in a state of good repair and condition.

         8. MORTGAGOR shall not further  encumber the Property without the prior
written consent of the MORTGAGEE.

         9. No waiver of any covenant herein or in the obligation secured hereby
shall at any time  hereafter  be held to be a waiver of any of the  other  terms
hereof or of the Note secured hereby, or future waiver of the same covenant.

         10. In order to  accelerate  the  maturity of the  indebtedness  hereby
secured  because of the  failure  of the  MORTGAGOR  to pay any tax  assessment,
liability,  obligation or encumbrances upon said property as herein provided, it
shall not be necessary  nor  requisite  that the  MORTGAGEE  shall first pay the
same.

         11. If the  MORTGAGOR  shall fail for a period of fifteen  (15) days to
fully and  promptly  to pay the  amounts  required to be paid by the Note hereby
secured or the  interest  therein  specified  or any of the sums of money herein
referred to or hereby and  promptly to perform,  each and every of the terms and
covenants  contained herein,  then,  without notice or demand, the aggregate sum
mentioned in said Note,  less  previous  payments,  if any, and any and all sums
mentioned herein or secured hereby shall become due and payable forthwith at the
option of the MORTGAGEE and the MORTGAGEE  shall be entitled  thereupon  without
notice  or demand to  institute  suit to  enforce  the  rights of the  MORTGAGEE
hereunder  or under the Note.  In the event of any default or breach on the part
of the  MORTGAGOR  hereunder  or under the Note,  the  MORTGAGEE  shall have the
option to enforce  payment of all sums  secured  hereby  either by suit upon the
Note or by foreclosure of this Mortgage, and one action shall not be a bar to or
waiver of the  MORTGAGEE'S  right to institute  or maintain the other,  provided
said MORTGAGEE shall have only one payment of the indebtedness.

         12.  In  the  event  that  the  MORTGAGOR  shall  (a)  consent  to  the
appointment of a receiver,  trustee,  or liquidator of all or a substantial part
of the MORTGAGOR'S  assets, or (b) be adjudicated a bankrupt,  or insolvent,  or
file a voluntary  petition in  bankruptcy,  or admit in writing its inability to
pay its debts as they mature,  or (c) make a general  assignment for the benefit
of  creditors,  or (d) file a  petition  or  answer  seeking  reorganization  or
arrangement  with creditors,  or to take advantage of any insolvency law, or (e)
file an answer  admitting the material  allegations  of a petition filed against
the MORTGAGOR in any bankruptcy, reorganization or insolvency proceeding, or (f)
action shall be taken by the  MORTGAGOR  for the purpose of affecting any of the
foregoing,  or (g) any  order,  judgment  or  decree  shall be  entered  upon an
application  of a creditor of  MORTGAGOR  by a court of  competent  jurisdiction
approving a petition  seeking  appointment  of a receiver or trustee of all or a
substantial  part of the MORTGAGOR'S  assets and such order,  judgment or decree
shall continue  unstayed and in effect for any period of thirty (30) consecutive
days,  the  MORTGAGEE  may  declare the Note hereby  secured  forthwith  due and
payable,  whereas the principal of and the interest  accrued on the Note and all
other sums hereby  secured  shall become  forthwith due and payable as if all of
the said sums of money were  originally  stipulated  to be paid on such day; and
thereupon  the  MORTGAGEE  without  notice or demand may prosecute a suit at law
and/or  in equity as if all  monies  secured  hereby  had  matured  prior to its
institution.
<PAGE>
         13. The MORTGAGEE,  or any person  authorized by the  MORTGAGEE,  shall
have the right to enter upon and inspect the Property at all reasonable times.

         14.  It is  agreed  that  nothing  in the Note or this  Mortgage  shall
operate to require the  MORTGAGOR  to pay  interest at a rate  greater  than the
maximum  lawful rate of interest  allowable  from time to time under the laws of
the State of Florida or the United  States of America,  whichever is higher,  or
unlimited,  or to make any  payment  or to do any act  contrary  to law.  If any
clauses or provisions  herein would  operate to invalidate  this Mortgage or the
Note in whole or in part,  such clauses or  provisions  only shall be considered
invalid,  and the remainder of this Mortgage shall remain  operative and in full
force and effect.

         15.  If all or any  part of the  Property  shall  be  damaged  or taken
through  condemnation  (which terms when used in this Mortgage shall include any
damage or taking by any governmental authority, and any transfer by private sale
in lieu thereof),  either  temporarily or permanently,  the entire  indebtedness
secured hereby shall at the option of the MORTGAGEE,  become immediately due and
payable.  The MORTGAGEE shall be entitled to all compensation  awards, and other
payments  or  relief  therefor  and is  hereby  authorized,  at its  option,  to
commence,  appear in and  prosecute,  in its own or the  MORTGAGOR'S  name,  any
action or proceeding  relating to any condemnation,  and to settle or compromise
any claim in connection  therewith.  All such compensation is hereby assigned by
the MORTGAGOR to the MORTGAGEE, who, after deducting therefrom all its expenses,
including  attorneys'  fees,  may  release  any monies so received by it without
affecting  the lien of this Mortgage or may apply the same in such manner as the
MORTGAGEE shall determine,  to the reduction of the sums secured hereby, and any
balance of such monies then remaining shall be paid to the MORTGAGOR.  MORTGAGOR
agrees to execute such further assignments of any compensation, awards, damages,
claims, rights of action and proceeds as the Mortgage may require.

         16.  MORTGAGOR  will  procure  and  maintain  for  the  benefit  of the
MORTGAGEE  during the life of this  Mortgage a standard ALTA  Mortgagee  Policy,
which shall be issued by a title insurance  company approved by MORTGAGEE or its
counsel. Such policy shall provide coverage for the full principal amount of the
loan  evidenced  by the Note  secured  hereby,  together  with such  affirmative
coverage and such  reinsurance  or coinsurance as MORTGAGEE or its counsel shall
reasonably  require,  and shall not contain any title exceptions not approved by
MORTGAGEE or its counsel.  Such  mortgagee  title policy shall insure all of the
Property described on Exhibit "A".

         17. MORTGAGOR agrees (to the full extent permitted by law) that in case
of an event of default,  neither  MORTGAGOR nor anyone  claiming by,  through or
under  it,  shall  or will  set up,  claim  or  seek  to take  advantage  of any
appraisement,  valuation, stay, extension or redemption laws now or hereafter in
force,  to prevent or hinder the  enforcement or foreclosure of this Mortgage or
the final and absolute sale of the mortgaged  Property or the final and absolute
possession of the mortgaged  Property by the purchasers in foreclosure,  and the
MORTGAGOR, for itself and for all who may at any time claim through or under it,
hereby waives (to the full extent that it may lawfully do so) the benefit of all
such  laws and any and all right to have the  assets  comprising  the  mortgaged
Property  marshalled  upon any  foreclosure  and the  MORTGAGOR  agrees that the
mortgaged Property may be sold in its entirety.

         18. (a) MORTGAGOR hereby  represents that neither the MORTGAGOR nor any
other person has ever used the mortgaged  Property as a storage facility for any
"Hazardous Substances" used in the ordinary course of the MORTGAGOR's business.
<PAGE>
             (b)  MORTGAGOR  hereby  agrees to indemnify  the MORTGAGEE and hold
MORTGAGEE harmless from and against any and all losses,  liabilities,  including
strict liability,  damages, injuries,  expenses, including reasonable attorneys'
fees,  cost of any  settlement  or  judgement  or claims  of any and every  kind
whatsoever paid incurred or suffered by, or asserted  against,  the MORTGAGEE by
any person or entity or governmental agency for, with respect to, or as a direct
or  indirect  result of,  the  presence  on or under,  or the  escape,  seepage,
leakage,  spillage,  discharge,   emission,  discharging  or  release  from  the
mortgaged Property of any Hazardous  Substance  (including,  without limitation,
any  losses,  liabilities,   including  strict  liability,   damages,  injuries,
expenses,  including  reasonable  attorneys'  fees,  cost of any  settlement  or
judgement or claims  asserted or arising under the  Comprehensive  Environmental
Response,  Compensation and Liability Act, any so called federal, state or local
"Superfund"or   "Superlien"  laws,   statutes,   law,  ordinance,   code,  rule,
regulation,  order or decree regulating,  with respect to or imposing liability,
including strict  liability,  substances or standards of conduct  concerning any
Hazardous  Substances)  and,  regardless  of whether  within the  control of the
MORTGAGEE.

             (c) For purposes of this  Mortgage,  "Hazardous  Substances"  shall
mean and include asbestos,  asbestos-containing  materials and those elements or
compounds which are contained in the list of hazardous substances adopted by the
U.S.  Environmental  Protection  Agency  (EPA) and the list of toxic  pollutants
designated  by  Congress  or the EPA or defined by any other  Federal,  state or
local  statute,  law or  ordinance,  code,  rule,  regulation,  order or  decree
regulating,   relating  to,  or  imposing  liability  or  standards  of  conduct
concerning any hazardous, toxic or dangerous waste, substance or material as now
or at any time hereunder in effect.

             (d) If the  MORTGAGOR  receives any notice of (i) the  happening of
any material event involving the spill,  release,  leak,  seepage,  discharge or
cleanup of any  Hazardous  Substance on the Property or in  connection  with the
MORTGAGOR'S  operations  thereon  or (ii)  any  complaint,  order,  citation  or
material  notice with regard to air emissions,  water  discharges,  or any other
environmental,   health  or  safety   matter   affecting   the   MORTGAGOR   (an
"Environmental   Complaint")  from  any  person  or  entity  (including  without
limitation the EPA) then the MORTGAGOR  shall  immediately  notify the MORTGAGEE
orally and in writing of said notice.

             (e)  MORTGAGEE  shall  have the right but not the  obligation,  and
without  limitation of the MORTGAGEE's  rights under this Mortgage to enter onto
the Property or to take such other actions as it deems necessary or advisable to
cleanup,  remove, resolve or minimize the impact of, or otherwise deal with, any
such Hazardous  Substance or Environmental  Complaint  following  receipt of any
notice  from  any  person  or  entity  (including  without  limitation  the EPA)
asserting the existence of any Hazardous Substance or an Environmental Complaint
pertaining to the Property or any part thereof which,  if true,  could result in
an order,  suit or other action  against  MORTGAGOR  and/or  which,  in the sole
opinion of MORTGAGEE,  could  jeopardize its security  under this Mortgage.  All
reasonable costs and expenses  incurred by MORTGAGEE in the exercise of any such
rights shall be secured by this Mortgage and shall be payable by MORTGAGOR  upon
demand.
<PAGE>
             (f)  MORTGAGEE  shall have the right,  in its sole  discretion,  to
require  MORTGAGOR to periodically (but not more frequently than annually unless
an Environmental Complaint is then outstanding) perform (at MORTGAGOR'S expense)
an environmental  audit and, if deemed necessary by MORTGAGEE,  an environmental
risk  assessment,  each of  which  must be  satisfactory  to  MORTGAGEE,  of the
Property,  hazardous waste management  practices and/or hazardous waste disposal
sites  used by  MORTGAGOR.  Said  audit  and/or  risk  assessment  must be by an
environmental  consultant  satisfactory to MORTGAGEE.  Should  MORTGAGOR fail to
perform  said  environmental   audit  or  risk  assessment  within  30  days  of
MORTGAGEE'S  written  request,  MORTGAGEE  shall  have  the  right  but  not the
obligation to retain an environmental  consultant to perform said  environmental
audit or risk  assessment.  All costs and expenses  incurred by MORTGAGEE in the
exercise of such rights  shall be secured by this  Mortgage and shall be payable
by  MORTGAGOR  upon  demand  or  charged  to  MORTGAGOR'S  loan  balance  at the
discretion of MORTGAGEE.

             (g)  Any  breach  of  any  warranty,  representation  or  agreement
contained  in this  Section  shall be an event of  default  hereunder  and shall
entitle MORTGAGEE to exercise any and all remedies provided in this Mortgage, or
otherwise permitted by law.

         19. MORTGAGOR HEREBY KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY  WAIVES
THE  RIGHT IT MAY HAVE TO A TRIAL BY JURY IN  RESPECT  OF ANY  LITIGATION  BASED
HEREON,  OR ARISING OUT OF, UNDER OR IN  CONNECTION  WITH THIS  MORTGAGE AND ANY
DOCUMENT EXECUTED IN CONJUNCTION HEREWITH,  OR ANY COURSE OF CONDUCT,  COURSE OF
DEALING,  STATEMENTS  (WHETHER  ORAL OR WRITTEN) OR ACTIONS OF  MORTGAGOR.  THIS
PROVISION IS A MATERIAL  INDUCEMENT FOR THE MORTGAGEE'S  MAKING THE LOAN SECURED
HEREBY.

         20.  MORTGAGOR  agrees that time is of the essence hereof in connection
with all obligations of MORTGAGOR in this Mortgage or in the Note.

         21.  Whenever in this  Mortgage one of the parties is named or referred
to,  the  successors  and/or  assigns of such party  shall be  included  and the
covenants  and  agreements  contained  herein  shall  bind  and  inure  to their
respective successors and assigns.

         IN WITNESS WHEREOF,  the MORTGAGOR has executed this Mortgage as of the
date and year first set forth above.

Signed in the presence of:                    ROYAL PALM BEACH COLONY,
                                              LIMITED PARTNERSHIP
-------------------------------------
(Signature of Witness)                    By: STEIN MANAGEMENT COMPANY, INC.,
                                              a Florida corporation, as Managing
_____________________________________         General Partner
(Print Name of Witness)

_____________________________________     By: /s/Irving Cowan 
                                              ---------------
(Signature of Witness)                        Irving Cowan, President

-------------------------------------
(Print Name of Witness)



                   [NOTARIAL ACKNOWLEDGMENT ON FOLLOWING PAGE]
<PAGE>


STATE OF FLORIDA                    )
COUNTY OF DADE                      )

         The foregoing  instrument was  acknowledged  before me this 13th day of
June, 1996, by Irving Cowan, as President of Stein Management  Company,  Inc., a
Florida corporation, on behalf of said corporation,  and who did/did not take an
oath and who is personally  known to me or who has produced  driver's license as
identification.




                                              -------------------------------
                                              Notary Public, State of Florida



This Instrument Prepared by:
IRWIN M. FROST, P.A.
IRWIN M. FROST, ESQ.
1101 Brickell Avenue, Suite 1400
Miami, FL 33131
Phone No. (305) 374-3001)

<PAGE>
                                                                    EXHIBIT 4(k)
                                 PROMISSORY NOTE

$300,000.00                                           ___________________, 1996
                                                         St. Petersburg, Florida

         FOR VALUE RECEIVED,  ROYAL PALM BEACH COLONY,  LIMITED  PARTNERSHIP,  a
Delaware  limited  partnership,  promises  to  pay to the  order  of  CROSSROADS
ASSOCIATES,  LTD. a Florida limited partnership, at its principal office located
in St. Petersburg, Florida (or such other place as the holder may designate) the
principal sum of Three Hundred Thousand Dollars and 00/100  ($300,000.00),  plus
interest thereon from date at the Rate hereinafter defined.

         For purposes hereof, "Prime Rate" means the highest fluctuating rate of
interest per annum as published by the Wall Street Journal. The outstanding loan
principal  balance shall bear interest at a variable rate per annum equal to the
Prime Rate plus two  percent  (2.0% ) (the  "Rate").  The Rate shall be adjusted
daily in  accordance  with  fluctuations  in the Prime Rate.  Interest  shall be
computed  on the  basis of a daily  amount  of  interest  accruing  on the daily
outstanding  principal  balance during a 360 day year compounded  daily, for the
actual  number of days the  principal  is  outstanding  during  such  applicable
interest period.

         The then  outstanding  principal  balance of this Promissory Note, plus
all accrued but unpaid  interest,  shall be due and payable on October 31, 1996,
or earlier upon the sale, transfer or other conveyance of all or any part of the
property securing this Promissory Note (the "Maturity Date").

         Should Maker fail to pay the  installments  of interest on any due date
provided for herein,  then Maker further  promises to pay a late payment  charge
equal to four percent (4%) of the amount of the unpaid installment.

         After default or maturity or upon  acceleration,  and  thereafter,  the
unpaid  indebtedness  then evidenced by this Promissory Note shall bear interest
at a fixed rate equal to the maximum rate then  permitted by applicable  law, or
if there shall be no maximum rate then at the rate of eighteen percent (18%) per
annum.

         In no event shall this  Promissory  Note permit the  collection  of any
interest which would be usurious under the law governing  this  transaction.  If
any such interest in excess of the maximum rate allowable  under  applicable law
has been collected, Maker agrees that the amount of interest collected above the
maximum rate permitted by applicable law,  together with interest thereon at the
rate required by applicable law, shall be refunded to Maker, and Maker agrees to
accept such refund.

         This  Promissory  Note may be  prepaid  in whole or in part at any time
without penalty.

         Anyone now or at any time liable for payment of this  Promissory  Note,
whether directly or indirectly,  hereby waives presentment,  protest,  notice of
protest and dishonor.

         Maker further agrees to pay all costs of collection,  including without
limitation a reasonable attorney's fee, in case the principal of this Promissory
Note or any installment of interest  thereon is not paid when due, or in case it
becomes  necessary  to protect the security  hereof,  whether suit be brought or
not.
<PAGE>
         This  Promissory  Note is  secured  by a first  mortgage  of even  date
herewith  encumbering  certain  property in the State of  Florida,  and is to be
construed  and  enforced  according  to the laws of the State of  Florida;  upon
default in the payment of principal  and/or  interest when due, the whole sum of
principal  and interest  remaining  unpaid  shall,  at the option of the holder,
become immediately due and payable.

         MAKER HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY DOCUMENT  EXECUTED
IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER  ORAL OR  WRITTEN)  OR ACTIONS  OF MAKER,  GUARANTORS  OR HOLDER.  THIS
PROVISION IS A MATERIAL  INDUCEMENT  FOR THE HOLDER'S  MAKING THE LOAN EVIDENCED
HEREBY.

         IN WITNESS  WHEREOF,  Maker has caused this  Promissory Note to be duly
executed as of the day and year first above written.

                                    ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                                    By:      STEIN MANAGEMENT COMPANY, INC., a
                                             Florida corporation, 
                                             Managing General Partner

                                    By:     /s/Irving Cowan
                                            ---------------
                                               Irving Cowan, President


                                              [Corporate Seal]



                                    Attest:  _____________________________ 
                                             Secretary