EXHIBIT 10.ff

                                                                 PROMISSORY NOTE
--------------------------------------------------------------------------------

$10,000,000                                      Funding Date:  December 4, 1998

         FOR VALUE RECEIVED, AZURE INVESTMENTS, INC., a Panama corporation
("Maker"), promises to pay to the order of KEYCORP LEASING, A DIVISION OF KEY
CORPORATE CAPITAL INC. ("Holder"), the sum of Ten Million U.S. Dollars
($10,000,000 U.S.) in lawful money of the United States of America (the
"Principal"), with interest thereon as hereafter provided ("Interest"), to be
paid in the manner set forth herein. This Promissory Note ("Note") is executed
pursuant to that certain Loan and Security Agreement (the "Security Agreement")
and that certain First Preferred Marine Mortgage, each dated as of December 4,
1998, between Maker and Holder.

1. INTEREST RATE; PLACE OF PAYMENT. Interest on the balance of the Principal
outstanding on this Note shall accrue from the Funding Date of this Note and
shall be due and payable at a rate of the Prime Rate plus 80 basis points per
annum (the "Interest Rate"), which rate shall be immediately and correspondingly
adjusted (pursuant to paragraph 2(b) hereof) with each change in the Actual
Index (as hereinafter defined). Interest shall be calculated on the basis of a
360-day year consisting of twelve 30-day months. Payment of the Principal and
Interest hereunder shall be made to Holder at P.O. Box 1865, Albany, New York
12201-1865, or at such other place as Holder may designate from time to time in
writing. Holder reserves the right to require payment on this Note to be made by
wired federal funds or other immediately available funds.

2. REPAYMENT TERMS. (a) The Principal and Interest shall be due and payable in
ninety-six (96) consecutive monthly installments payable in arrears. Principal
and Interest shall be as set forth in the amortization schedule attached hereto
as SCHEDULE 1, which payments shall be adjusted pursuant to paragraph 2(b). Each
monthly payment shall also include accrued Interest on the outstanding Principal
balance. Monthly payments of Principal and Interest shall commence and be due
and payable on the date which is the first business day of the month after the
Funding Date and on the same day of each month thereafter (each, a "Note Payment
Date"). In addition, Maker will pay a late payment charge of five percent (5%)
of any payment due hereunder that is not paid within five (5) business days
after the date due hereunder.

         (b) Maker and Holder agree that each Note payment hereunder shall be
increased or decreased (but not below zero), as the case may be, by the Rate
Differential (as hereinafter defined) as follows: if, as of any Note Payment
Date, (i) the Rate Differential is greater than zero, the amount due on such
Note Payment Date shall be increased by such Rate Differential, and (ii) the
Rate Differential is less than zero, the amount of the Note Payment due on such
Note Payment Date shall be decreased by such Rate Differential.

         (c) As used herein, the following terms shall have the respective
meanings indicated below:

                  (1) "Assumed Index" shall mean eight and one half percent
(8.5%).

                  (2) "Actual Index" shall mean, as of the date of
         determination, the "prime rate" announced in THE WALL STREET JOURNAL,
         published on such day, or if THE WALL STREET JOURNAL is not published
         on such day, then the "prime rate" announced in the most recently
         published edition of THE WALL STREET JOURNAL. If the Actual Index is no
         longer available, Holder will choose

                                       1
<PAGE>

         a new index which is based upon comparable information and will give
         Maker notice of such new "Actual Index."

                  (3) "Daily Equivalent" shall mean, as of the date of
         determination, the product of the following formula:

================================================================================
DAILY EQUIVALENT = ACTUAL INDEX - ASSUMED INDEX X NET INVESTMENT BALANCE
                   ----------------------------
                                   360
================================================================================

                  (4) "Net Investment Balance" shall mean, as of the date of
         determination, the outstanding balance (initially calculated using the
         Assumed Index plus 80 basis points) reflected on Holder's lease
         accounting system (which assumes a 360-day year consisting of twelve
         30-day months), for the Note Payment Date immediately preceding such
         day or, if such day is a Note Payment Date, for such Note Payment Date.

                  (5) "Rate Differential" shall mean, with respect to any Note
         Payment Date, the sum of all Daily Equivalents (calculated on the basis
         of a 360-day year consisting of twelve 30-day months) for the 30-day
         month to which such Note Payment Date relates.

3. SECURITY. Payment of the Principal and Interest hereunder, and the
performance and observance by Maker of all agreements, covenants and provisions
contained herein, are secured by a first priority security interest in the
Collateral.

4. PREPAYMENT. Maker may not prepay, in whole or in part, the Principal
outstanding hereunder; PROVIDED, HOWEVER that Maker may prepay, in whole but not
in part, the Principal outstanding hereunder by paying to Holder such
outstanding Principal, together with all accrued and unpaid interest thereon,
plus a prepayment premium ("Prepayment Premium") equal to five percent (5%) of
the amount prepaid if such prepayment shall occur during months one through
twelve (1-12); three percent (3%) if the prepayment occurs during months
thirteen through twenty-four (13-24); two percent (2%) if the prepayment occurs
during months twenty-five through thirty-six (25-36); one percent (1%) if the
prepayment occurs during months thirty-seven through forty-eight (37-48). There
shall be no Prepayment Premium for prepayment after the forty-eighth (48th)
month.

5. TRANSFER OR ASSIGNMENT. Holder may at any time assign or otherwise transfer
or negotiate this Note in whole or in part, without any notice to Maker. The
rights and obligations of Maker may not be assigned or delegated.

6. APPLICATION OF PAYMENTS. Prior to an Event of Default, each payment received
on this Note shall be applied first to all costs of collection, then to unpaid
late payment charges (if any) and Prepayment Premium (if any) hereunder, then to
Interest as of the payment due date and the balance, if any, to the outstanding
Principal as of the date received. Upon the occurrence, and during the
continuance, of an Event of Default, any payments in respect of the Secured
Obligations and any proceeds of the Collateral when received by Holder in cash
or its equivalent, will be applied first to costs of collection and, thereafter,
in reduction of the Secured Obligations in such order and manner as Holder may
direct in its sole discretion, and Maker irrevocably waives the right to direct
the application of such payments and proceeds and acknowledges and agrees that
Holder shall have the continuing and exclusive right to apply any and all such
payments and proceeds in the Holder's sole discretion, notwithstanding any entry
to the contrary upon any of its books and records.

                                       2
<PAGE>

7. WITHHOLDING TAXES. Each payment to be made by Maker under this Note shall be
made free and clear of, and without deductions or withholding of, or on account
of, any present or future taxes, duties, assessments or charges of whatsoever
nature together with any liabilities (including penalties, interest and
expenses) in respect thereof imposed or levied on or on behalf of the government
of the Republic of Panama or any political subdivision thereof or any authority
or agency thereof having the power to tax ("Panama Withholding Taxes"). If the
payment of Panama Withholding Taxes is required, Maker shall either: (i) pay any
such additional amount to Holder as may be necessary to ensure that Holder
receive and retain a net sum after such deduction, withholding or payment of
Panama Withholding Taxes, equal to the sum that Holder would have received and
retained had no such deduction or withholding of Panama Withholding Taxes been
made or required to be made and promptly deliver to Holder the forms prescribed
by the relevant authority of such Panama Withholding Taxes; or (ii) pay the full
amount of Panama Withholding Taxes due to the relevant authority within the time
provided thereunder, or within ten (10) days of demand therefore by Holder, in
accordance with Applicable Law, without recourse against Holder, and deliver to
Holder proof of payment of such Panama Withholding Taxes within twenty (20) days
of demand therefor by Holder. Maker hereby agrees to indemnify and hold harmless
Holder on an after-tax basis, for any Panama Withholding Taxes that become
payable and/or are paid by Holder in respect of any payment made by Maker under
this Note. Holder shall promptly notify Maker of any Panama Withholding Taxes in
respect of which it has paid or received an assessment or reassessment from any
Panama taxing authority and for which Maker is required to indemnify Holder and
of the amount payable to Holder by Maker, and Maker shall indemnify Holder
within ten (10) days of the receipt of such notice. Holder shall reasonably 
determine the amount payable to it.

8. EVENTS OF DEFAULT. (a) Maker shall be in default if any of the following
happens (each an "Event of Default"): (1) Maker fails to make any installment of
the Principal or Interest, or any other payment due and owing, under this Note
within ten (10) business days after the same becomes due and payable; or (2)
Maker fails to perform any other obligation required to be performed by Maker
under this Note, the Security Agreement or any of the other Loan Documents for
thirty (30) days after written notice from Holder of such failure; or (3) any
representation, warranty or other statement by Maker in this Note is false or
misleading in any material respect; (4) an Event of Default has occurred and is
continuing under the Security Agreement; or, (5) an Event of Default has
occurred and is continuing under the First Preferred Marine Mortgage.

         (b) Notwithstanding anything to the contrary contained herein, upon the
occurrence of an Event of Default: (i) Holder may declare the entire outstanding
balance of the Principal, together with all accrued and unpaid Interest thereon,
immediately due and payable without notice or demand, which amounts shall,
together with all other sums due hereunder, accrue interest from such
acceleration until the date of actual payment at the Default Rate (provided,
however, that should there occur an Event of Default, and if a voluntary
petition or involuntary petition (which is not dismissed within 60 days after
filing) under the United States Bankruptcy Code is filed by or against Maker
while such default remains uncured, the entire outstanding balance of the
Principal automatically shall be accelerated and due and payable with interest
thereon at the Default Rate), and Holder may exercise any and all of its
remedies hereunder, under the other Loan Documents and under Applicable Law. The
remedies of Holder provided herein, in the Security Agreement and under
Applicable Law shall be cumulative and concurrent and may be pursued singly,
successively or concurrently at the sole discretion of Holder and may be
exercised as often as occasion therefor shall occur. The failure to exercise, or
any delay in the exercise of, any right or remedy shall in no event be construed
as a waiver, release or exhaustion of any such remedies.

                                       3
<PAGE>

9. COLLECTION COSTS. In addition to the Principal, Interest, Prepayment Premium
(if any), and late payment charges (if any), Maker shall pay Holder on demand,
and Holder shall be entitled to collect all costs and expenses of collection,
including, without limitation, reasonable attorneys' fees, incurred in
connection with enforcement of its rights and remedies hereunder and under the
other Loan Documents, the protection or realization of the Collateral or in
connection with Holder's collection efforts, or in connection with any
bankruptcy or other judicial proceeding, whether or not suit on this Note or any
foreclosure proceeding is filed. All such costs and expenses shall be payable on
demand and, until paid, shall be Secured Obligations secured by the security
interest granted under the Security Agreement and all other collateral, if any,
held by Holder as security for Maker's obligations under this Note.

10. GOVERNING LAW; BINDING AGREEMENT. The provisions of this Note shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns. THIS NOTE IS BEING EXECUTED AND DELIVERED IN
THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT
OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF NEW YORK.

11. MORE THAN ONE SIGNER. If more than one person or entity signs this Note as a
Maker, the obligations contained herein shall be deemed joint and several and
all references to "Maker" shall apply both jointly and severally.

12. GENERAL. Maker represents and warrants that this Note evidences a loan for
business or commercial purposes. Prior to signing this Note, Maker read and
understood the provisions hereof, and agrees to all terms and conditions
contained herein.

13. WAIVER. MAKER AND ALL ENDORSERS, SURETIES, AND GUARANTORS HEREOF HEREBY
JOINTLY AND SEVERALLY WAIVE PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF
NONPAYMENT OR DISHONOR, NOTICE OF INTENTION TO ACCELERATE THE MATURITY, NOTICE
OF PROTEST AND PROTEST OF THIS NOTE. HOLDER AND MAKER HEREBY EACH WAIVE THEIR
RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF OR RELATED TO THIS NOTE, THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION OR PROCEEDING TO
WHICH HOLDER OR MAKER MAY BE PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS,
TORT CLAIMS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY ACTION, COUNTERCLAIM
OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY
OR ENFORCEABILITY, OF THIS NOTE OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION
HEREOF OR THEREOF. THIS WAIVER IS MADE KNOWINGLY, WILLINGLY AND VOLUNTARILY BY
HOLDER AND THE MAKER WHO EACH ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE
BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY
OR NULLIFY ITS EFFECT. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE AND THE OTHER LOAN
DOCUMENTS.

                                       4
<PAGE>

14. USURY; PARTIAL INVALIDITY. (a) At no time shall the Interest Rate (or the
Default Rate or other amounts paid or collected hereunder) exceed the highest
rate allowed by applicable law for this type of loan. Should Holder ever collect
interest at a rate that exceeds such applicable legal limit, such excess will be
credited to the Principal.

         (b) Whenever possible, each provision of this Note shall be interpreted
in such manner as to be effective and valid under Applicable Law, but if any
provision of this Note shall be prohibited by or invalid under the laws of any
applicable jurisdiction, such provision, as to such jurisdiction, shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note in any other jurisdiction.

15. ACTIONS AND PROCEEDINGS. Any legal action or proceeding against Maker with
respect to this Note may be brought in such of the courts of competent
jurisdiction of the State of New York in the City of Albany or in the United
States District Court for the Northern District of New York, as Holder or its
successors and assigns may elect, and by execution and delivery of this Note,
Maker irrevocably submits to the nonexclusive jurisdiction of such courts, and
to appellate courts therefrom, and, in the case of any such legal action or
proceeding brought in the above-named New York courts, Maker hereby irrevocably
consents to the services of process by the mailing of copies thereof by
registered mail, postage prepaid, to Maker at its address as provided in
Paragraph 16 hereof, or by any other means permitted by Applicable Law. If it
becomes necessary for the purpose of service of process out of any such courts,
Maker shall take all such action as may be required to authorize a special agent
to receive, for and on behalf of it, service of process in any such legal action
or proceeding, and shall take all such action as may be necessary to continue
said appointment in full force and effect so that Maker will at all times have
an agent for service of process for the above purposes in New York, New York. To
the extent permitted by Applicable Law, a final, unappealable judgment (a
certified copy of which shall be conclusive evidence of the fact and of the
amount of any indebtedness of Maker to Holder) against Maker in any such legal
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on an unsatisfied judgment. To the extent that Maker has
or hereafter may acquire any immunity from jurisdiction of any of the
above-named courts or from any Panama court or from any legal process therein,
Maker hereby irrevocably waives such immunity, and Maker hereby irrevocably
waives and agrees not to assert, by way of motion, as a defense or otherwise, in
any legal action or proceeding brought hereunder in any of the above-named
courts or in any Panama court: (i) the defense of sovereign immunity; (ii) any
claim that it is not personally subject to the jurisdiction of the above-named
courts or any Panama court by reason of sovereign immunity or otherwise; (iii)
that it or any of its property is immune from the above-described legal process
(whether through service or notice, attachment prior to judgment, attachment in
aid of execution, or otherwise), (iv) that such action or proceeding is brought
in an inconvenient forum, that venue for the action or proceeding is improper or
that this Note or any other document evidencing the Loan may not be enforced in
or by such courts; or (v) any defense that would hinder or delay the levy,
execution or collection of any amount to which any party hereto is entitled
pursuant to a final, unappealable judgment of any court having jurisdiction.
Nothing in these provisions shall limit any right of Holder to bring actions,
suits or proceedings in the courts of any other jurisdiction.

16. NOTICES. All notices and other communications under this Note shall be in
writing and shall be addressed: (i) if to Maker, c/o Commodore Holdings Limited,
4000 Hollywood Boulevard, Suite 385-S, South Tower, Hollywood, Florida 33021;
and (ii) if to Holder, KeyCorp Leasing, a Division of Key Corporate Capital
Inc., 54 State Street, Albany, New York 12207, Attention: Account Manager, or
such other address as either party hereto shall communicate to the other party
at its address specified above. All such notices and other communications shall
be deemed to have been duly given if delivered by hand, 


                                       5
<PAGE>

overnight courier or if sent by certified mail, return receipt requested, to the
party to whom such notice is intended to be given, and shall be effective upon 
receipt.

17. FUNDING DATE. The Funding Date for this Note shall be the date on which
Holder disburses funds hereunder. TO THE EXTENT THE FUNDING DATE IS LEFT BLANK
ABOVE, OR DOES NOT REFLECT THE ACTUAL DATE THAT HOLDER DISBURSES FUNDS
HEREUNDER, MAKER HEREBY AUTHORIZES HOLDER TO WRITE IN THE CORRECT DATE AT THE
TIME OF DISBURSEMENT.

18. DEFINED TERMS. Unless otherwise defined herein, all capitalized terms shall
have the meanings assigned to them in the Security Agreement.

  [The remainder of this page is intentionally blank. Signature page follows.]


                                       6
<PAGE>

         IN WITNESS WHEREOF, Maker, intending to be legally bound, has caused
this Note to be duly executed on the day and year first above written.

MAKER:

AZURE INVESTMENTS, INC.

By:       /s/ Frederick A. Mayer
          ---------------------------------------------
          Name:      Frederick A. Mayer
          Title:     Attorney-in-fact

STATE OF NEW YORK          )
                           ) ss.
COUNTY OF NEW YORK         )

         On this 4th day of December, 1998, before me, a Notary Public in and
for the State of New York, personally appeared Frederick A. Mayer, personally
known to me (or provided to me on the basis of satisfactory evidence) to be the
person who executed this instrument, on oath stated that s/he was authorized to
execute the instrument, and acknowledged it as the Attorney-in-fact of AZURE
INVESTMENTS, INC., a Panama corporation, to be the free and voluntary act and
deed of said corporation for the uses and purposes mentioned in the instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.

                         /s/ Leslie Majer
                         -----------------------------------------------
                         NOTARY PUBLIC in and for the State of New York,
                         My appointment expires        October 31, 1999
                         Print Name       Leslie Majer


                                       7
<PAGE>
                                           SCHEDULE 1

Prepare Dec-02-1998 15:22 by                                    Ron Bruzdinski
Parameter filename                                                       azu01
Parameter path                                                  c:\ivory\prms\
Comment                                                                  Azure
Average life                                                       6,528 years
Average rate                                                       8.550000000


<TABLE>
<CAPTION>
               STARTING                              DEBT                                                ENDING
   DATE        BALANCE            TAKEDOWNS          SERVICE          INTEREST       PRINCIPAL           BALANCE
<S>           <C>                <C>              <C>                <C>             <C>               <C>             
Dec-04-98              0.00      10,000,000.00            0.00             0.00            0.00        10,000,000.00
                                 -------------    ------------       ----------      ---------- 
                                 10,000,000.00            0.00             0.00            0.00        10,000,000.00

Jan-04-99     10,000,000.00               0.00      112,916.67        71,250.00       41,666.67         9,958,333.33
Feb-04-99      9,958,333.33               0.00      112,619.79        70,953.12       41,666.67         9,916,666.66
Mar-04-99      9,916,666.66               0.00      112,322.92        70,656.25       41,666.67         9,874,999.99
Apr-04-99      9,874,999.99               0.00      112,026.04        70,359.37       41,666.67         9,833,333.32
May-04-99      9,833,333.32               0.00      111,729.17        70,062.50       41,666.67         9,791,666.65
Jun-04-99      9,791,666.65               0.00      111,432.29        69,765.62       41,666.67         9,749,999.98
Jul-04-99      9,749,999.98               0.00      111,135.42        69,468.75       41,666.67         9,708,333.31
Aug-04-99      9,708,333.31               0.00      110,838.54        69,171.87       41,666.67         9,666,666.64
Sep-04-99      9,666,666.64               0.00      110,541.67        68,875.00       41,666.67         9,624,999.97
Oct-04-99      9,624,999.97               0.00      110,244.79        68,578.12       41,666.67         9,583,333.30
Nov-04-99      9,583,333.30               0.00      109,947.92        68,281.25       41,666.67         9,541,666.63
Dec-04-99      9,541,666.63               0.00      109,651.04        67,984.37       41,666.67         9,499,999.96
                                 -------------    ------------       ----------      ---------- 
                                          0.00    1,335,406.29       835,406.25      500,000.04

Jan-04-00      9,499,999.96               0.00       98,541.61        67,687.50       30,854.11         9,469,145.85
Feb-04-00      9,469,145.85               0.00       98,541.61        67,467.66       31,073.95         9,438,071.90
Mar-04-00      9,438,071.90               0.00       98,541.61        67,246.26       31,295.35         9,406,776.55
Apr-04-00      9,406,776.55               0.00       98,541.61        67,023.28       31,518.33         9,375,258.22
May-04-00      9,375,258.22               0.00       98,541.61        66,798.71       31,742.90         9,343,515.33
Jun-04-00      9,343,515.33               0.00       98,541.61        66,572.55       31,969.06         9,311,546.26
Jul-04-00      9,311,546.26               0.00       98,541.61        66,344.77       32,196.84         9,279,349.42
Aug-04-00      9,279,349.42               0.00       98,541.61        66,115.36       32,426.25         9,246,923.17
Sep-04-00      9,246,923.17               0.00       98,541.61        65,884.33       32,657.28         9,214,265.89
Oct-04-00      9,214,265.89               0.00       98,541.61        65,651.64       32,889.97         9,181,375.92
Nov-04-00      9,181,375.92               0.00       98,541.61        65,417.30       33,124.31         9,148,251.61
Dec-04-00      9,148,251.61               0.00       98,541.61        65,181.29       33,360.32         9,114,891.29
                                 -------------    ------------       ----------      ---------- 
                                                  1,182,499.34       797,390.65      385,108.67

Jan-04-01      9,114,891.29               0.00       98,541.61        64,943.60       33,598.01         9,081,293.28
Feb-04-01      9,081,293.28               0.00       98,541.61        64,704.21       33,837.40         9,047,455.89
Mar-04-01      9,047,455.89               0.00       98,541.61        64,463.12       34,078.49         9,013,377.40
Apr-04-01      9,013,377.40               0.00       98,541.61        64,220.31       34,321.30         8,979,056.10
May-04-01      8,979,056.10               0.00       98,541.61        63,975.77       34,565.84         8,944,490.26
Jun-04-01      8,944,490.26               0.00       98,541.61        63,729.49       34,812.12         8,909,678.15
Jul-04-01      8,909,678.15               0.00       98,541.61        63,481.46       35,060.15         8,874,617.99
Aug-04-01      8,874,617.99               0.00       98,541.61        63,231.65       35,309.96         8,839,308.03
Sep-04-01      8,839,308.03               0.00       98,541.61        62,980.07       35,561.54         8,803,746.49
Oct-04-01      8,803,746.49               0.00       98,541.61        62,726.69       35,814.92         8,767,931.57
Nov-04-01      8,767,931.57               0.00       98,541.61        62,471.51       36,070.10         8,731,861.48
Dec-04-01      8,731,861.48               0.00       98,541.61        62,214.51       36,327.10         8,695,534.38
                                 -------------    ------------       ----------      ---------- 
                                          0.00    1,182,499.34       763,142.42      419,356.92
</TABLE>

                                       8
<PAGE>
<TABLE>
<CAPTION>

              STARTING                     DEBT                                   ENDING
   DATE       BALANCE         TAKEDOWNS    SERVICE     INTEREST      PRINCIPAL    BALANCE
<S>          <C>                 <C>   <C>            <C>           <C>         <C>                  
Jan-04-02    8,699,534.38        0.00     98,541.61    61,555.68     36,585.93  8,658,948.45
Feb-04-02    8,658,948.45        0.00     98,541.61    61,695.01     36,845.60  8,622,101.84
Mar-04-02    8,622,101.84        0.00     98,541.61    61,432.48     37,109.14  8,584,992.71
Apr-04-02    8,584,992.71        0.00     98,541.61    61,168.07     37,373.54  8,547,619.17
May-04-02    8,547,619.17        0.00     98,541.61    60,901.79     37,639.82  8,509,979.35
Jun-04-02    8,509,979.35        0.00     98,541.61    60,633.60     37,908.01  8,472,071.34
Jul-04-02    8,472,071.34        0.00     98,541.61    60,363.51     38,178.10  8,433,893.23
Aug-04-02    8,433,893.23        0.00     98,541.61    60,091.49     38,450.12  8,395,443.11
Sep-04-02    8,395,443.11        0.00     98,541.61    59,817.53     38,724.08  8,356,719.03
Oct-04-02    8,356,719.03        0.00     98,541.61    59,541.62     38,999.99  8,317,719.04
Nov-04-02    8,317,719.04        0.00     98,541.61    59,263.75     39,277.86  8,278,441.18
Dec-04-02    8,278,441.18        0.00     98,541.61    58,983.89     39,557.72  8,238,883.46
                                 ----  ------------   ----------    ----------
                                 0.00  1,182,499.34   725,848.42    456,650.91

Jan-04-03    8,238,883.46        0.00     98,541.61    58,702.04     39,839.57  8,199,043.90
Feb-04-03    8,199,043.90        0.00     98,541.61    58,418.19     40,123.42  8,158,920.47
Mar-04-03    8,158,920.47        0.00     98,541.61    58,132.31     40,409.30  8,118,511.17
Apr-04-03    8,118,511.17        0.00     98,541.61    57,844.39     40,697.22  8,077,813.95
May-04-03    8,077,813.95        0.00     98,541.61    57,554.42     40,987.19  8,036,826.76
Jun-04-03    8,036,826.76        0.00     98,541.61    57,262.39     41,279.22  7,995,547.54
Jul-04-03    7,995,547.54        0.00     98,541.61    56,968.28     41,573.34  7,953,974.21
Aug-04-03    7,953,974.21        0.00     98,541.61    56,672.07     41,869.55  7,912,104.66
Sep-04-03    7,912,104.66        0.00     98,541.61    56,373.75     42,167.87  7,869,936.80
Oct-04-03    7,869,936.80        0.00     98,541.61    56,073.30     42,468.31  7,827,468.49
Nov-04-03    7,827,468.49        0.00     98,541.61    55,770.71     42,770.90  7,784,697.59
Dec-04-03    7,784,697.59        0.00     98,541.61    55,465.97     43,075.64  7,741,621.95
                                 ----  ------------   ----------    ----------
                                 0.00  1,182,499.34   685,237.82    497,261.52

Jan-04-04    7,741,621.95        0.00     98,541.61    55,159.06     43,382.55  7,698,239.39
Feb-04-04    7,698,239.39        0.00     98,541.61    54,849.96     43,691.66  7,654,547.74
Mar-04-04    7,654,547.74        0.00     98,541.61    54,538.65     44,002.96  7,610,544.78
Apr-04-04    7,610,544.78        0.00     98,541.61    54,225.13     44,316.48  7,566,228.30
May-04-04    7,566,228.30        0.00     98,541.61    53,909.38     44,632.23  7,521,596.06
Jun-04-04    7,521,596.06        0.00     98,541.61    53,591.37     44,950.24  7,476,645.82
Jul-04-04    7,476,645.82        0.00     98,541.61    53,271.10     45,270.51  7,431,375.31
Aug-04-04    7,431,375.31        0.00     98,541.61    52,948.55     45,593.06  7,385,782.25
Sep-04-04    7,385,782.25        0.00     98,541.61    52,623.70     45,917.91  7,339,864.34
Oct-04-04    7,339,864.34        0.00     98,541.61    52,296.53     46,245.08  7,293,619.26
Nov-04-04    7,293,619.26        0.00     98,541.61    51,967.04     46,574.57  7,247,044.69
Dec-04-04    7,247,044.69        0.00     98,541.61    51,635.19     46,906.42  7,200,138.27
                                 ----  ------------   ----------    ----------
                                 0.00  1,182,499.34   641,015.66    541,483.68

Jan-04-05    7,200,138.27        0.00     98,541.61    51,300.98     47,240.63  7,152,897.64
Feb-04-05    7,152,897.64        0.00     98,541.61    50,964.40     47,577.22  7,105,320.43
Mar-04-05    7,105,320.43        0.00     98,541.61    50,625.41     47,916.20  7,057,404.22
Apr-04-05    7,057,404.22        0.00     98,541.61    50,284.01     48,257.61  7,009,146.62
May-04-05    7,009,146.62        0.00     98,541.61    49,940.17     48,601.44  6,960,545.18
Jun-04-05    6,960,545.18        0.00     98,541.61    49,593.88     48,947.73  6,911,597.45
Jul-04-05    6,911,597.45        0.00     98,541.61    49,245.13     49,296.48  6,862,300.97
Aug-04-05    6,862,300.97        0.00     98,541.61    48,893.89     49,647.72  6,812,653.25
Sep-04-05    6,812,653.25        0.00     98,541.61    48,540.15     50,001.46  6,762,651.79
Oct-04-05    6,762,651.79        0.00     98,541.61    48,183.89     50,357.72  6,712,294.08
Nov-04-05    6,712,294.08        0.00     98,541.61    47,825.10     50,716.52  6,661,577.56
Dec-04-05    6,661,577.56        0.00     98,541.61    47,463.74     51,077.87  6,610,499.69
                                 ----  ------------   ----------    ----------
                                 0.00  1,182,499.34   592,860.76    589,638.58
</TABLE>

                                       9

<PAGE>
<TABLE>
<CAPTION>

            STARTING                        DEBT                                         ENDING
   DATE     BALANCE           TAKEDOWNS     SERVICE        INTEREST        PRINCIPAL     BALANCE
<S>        <C>                   <C>    <C>              <C>             <C>           <C>            
Jan-04-06  6,610,499.69          0.00       98,541.61       47,099.81       51,441.80  6,559,057.89
Feb-04-06  6,559,057.89          0.00       98,541.61       46,733.29       51,808.32  6,507,249.57
Mar-04-06  6,507,249.57          0.00       98,541.61       46,364.15       52,177.46  6,455,072.11
Apr-04-06  6,455,072.11          0.00       98,541.61       45,992.39       52,549.22  6,402,522.88
May-04-06  6,402,522.88          0.00       98,541.61       45,617.98       52,923.64  6,349,599.25
Jun-04-06  6,349,599.25          0.00       98,541.61       45,240.89       53,300.72  6,296,298.53
Jul-04-06  6,296,298.53          0.00       98,541.61       44,861.13       53,680.48  6,242,618.05
Aug-04-06  6,242,618.05          0.00       98,541.61       44,478.65       54,062.96  6,188,555.09
Sep-04-06  6,188,555.09          0.00       98,541.61       44,093.46       54,448.16  6,134,106.93
Oct-04-06  6,134,106.93          0.00       98,541.61       43,705.51       54,836.10  6,079,270.83
Nov-04-06  6,079,270.83          0.00       98,541.61       43,314.80       55,226.81  6,024,044.03
Dec-04-06  6,024,044.03          0.00    6,066,965.34       42,921.31    6,024,044.03          0.00
                        -------------   -------------    ------------   -------------
                                 0.00    7,150,923.07      540,423.38    6,610,499.69


TOTAL                   10,000,000.00   15,581,325.37    5,581,325.37   10,000,000.00
                        =============   =============    ============   =============                
</TABLE>

                                       10