EXHIBIT 4.2
-----------
(Arvida)


NOTE:THIS CONSOLIDATED AND RESTATED TERM LOAN PROMISSORY NOTE IS A
RENEWAL, CONSOLIDATION AND RESTATEMENT OF:  (i) THAT CERTAIN TERM LOAN
PROMISSORY NOTE DATED JULY 31, 1997 IN FAVOR OF BARNETT BANK, N.A. IN THE
ORIGINAL PRINCIPAL AMOUNT OF TWENTY-EIGHT MILLION ONE HUNDRED TWENTY-FIVE 
THOUSAND DOLLARS ($28,125,000) ("$28,125,000 Note") HAVING A PRESENT
OUTSTANDING PRINCIPAL BALANCE OF $18,375,000, A COPY OF WHICH IS ATTACHED
HERETO AND MADE A PART HEREOF; (ii) THAT CERTAIN TERM LOAN PROMISSORY NOTE
DATED JULY 31, 1997 IN FAVOR OF FIRST UNION NATIONAL BANK IN THE ORIGINAL
PRINCIPAL AMOUNT OF TWENTY-SIX MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($26,250,000) ("$26,250,000 Note") HAVING A PRESENT OUTSTANDING PRINCIPAL
BALANCE OF $17,150,000, A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART
HEREOF; (iii) THAT CERTAIN TERM LOAN PROMISSORY NOTE DATED JULY 31, 1997 IN
FAVOR OF BANKBOSTON, N.A.  IN THE ORIGINAL PRINCIPAL AMOUNT OF ELEVEN
MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($11,250,000) ("$11,250,000
Note") HAVING A PRESENT OUTSTANDING PRINCIPAL BALANCE OF $7,350,000, A COPY
OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF; and (iv) THAT CERTAIN
TERM LOAN PROMISSORY NOTE DATED JULY 31, 1997 IN FAVOR OF BANK UNITED IN
THE ORIGINAL PRINCIPAL AMOUNT OF NINE MILLION THREE HUNDRED SEVENTY-FIVE
THOUSAND DOLLARS ($9,375,000) ("$9,375,000 Note") HAVING A PRESENT
OUTSTANDING PRINCIPAL BALANCE OF $6,125,000, A COPY OF WHICH IS ATTACHED
HERETO AND MADE A PART HEREOF (collectively, "Notes").

     THE $28,125,000 NOTE, THE $11,250,000 NOTE AND THE $9,375,000 NOTE
HAVE BEEN ASSIGNED TO FIRST UNION NATIONAL BANK BY THE HOLDERS THEREOF
IMMEDIATELY PRIOR TO THE EXECUTION HEREOF. 

     DOCUMENTARY STAMPS AND/OR INTANGIBLE TAXES IN THE AMOUNT REQUIRED BY
LAW WERE PAID ON THE FULL FACE AMOUNT OF THE NOTES AT THE TIME OF THE
RECORDING OF THAT CERTAIN MORTGAGE AND SECURITY AGREEMENT IN OFFICIAL
RECORDS BOOK 26802, PAGE 888 OF THE PUBLIC RECORDS OF BROWARD COUNTY,
FLORIDA.  THE NOTES ARE BEING RENEWED, CONSOLIDATED AND RESTATED BASED ON
THE CURRENT OUTSTANDING PRINCIPAL BALANCES OF THE NOTES WITHOUT ENLARGEMENT
THEREOF.  NO ADDITIONAL DOCUMENTARY STAMPS OR INTANGIBLE TAXES ARE DUE.  





<PAGE>


          CONSOLIDATED AND RESTATED TERM LOAN PROMISSORY NOTE


     THIS CONSOLIDATED AND RESTATED TERM LOAN PROMISSORY NOTE
("CONSOLIDATED AND RESTATED TERM LOAN NOTE") executed by Arvida/JMB
Partners, L.P., a Delaware limited partnership, Arvida/JMB Partners, a
Florida general partnership, Arvida Grand Bay Limited Partnership IV, a
Delaware limited partnership, The AOK Group, a Florida general partnership,
Metrodrama Joint Venture, a Florida general partnership, Southeast Florida
Holdings, Inc., an Illinois corporation, Gulf and Pacific Communications
Limited Partnership, a Delaware limited partnership, and Weston Hills
Country Club Limited Partnership, a Delaware limited partnership (jointly
and severally, the "Borrowers"), all having an office at 900 North Michigan
Avenue, Chicago, Illinois 60611, in favor of First Union National Bank
("Lender"), having an address of  5581 West Oakland Park Boulevard, 2nd
Floor, Lauderhill, Florida 33313.

     1.    RENEWAL AND CONSOLIDATION.  The indebtedness evidenced by this
Consolidated and Restated Note renews and consolidates the aggregate
outstanding principal indebtedness evidenced by the following promissory
notes all executed by Borrowers:  (i) that certain Term Loan Promissory
Note dated July 31, 1997 in the original principal amount of TWENTY-EIGHT
MILLION ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($28,125,000)
("$28,125,000 Note") in favor of Barnett Bank, N.A.; (ii) that certain Term
Loan Promissory Note dated July 31, 1997 in the original principal amount
of TWENTY-SIX MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($26,250,000)
("$26,250,000 Note") in favor of First Union National Bank; (iii) that
certain Term Loan Promissory Note dated July 31, 1997 in the original
principal amount of ELEVEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS
($11,250,000) ("$11,250,000 Note") in favor of BankBoston, N.A.; and  (iv)
that certain Term Loan Promissory Note dated July 31, 1997 in the original
principal amount of NINE MILLION THREE HUNDRED SEVENTY-FIVE THOUSAND
DOLLARS ($9,375,000) ("$9,375,000 Note") in favor of Bank United. The
$28,125,000 Note, the $11,250,000 Note and the $9,375,000 Note have been
assigned to Lender by the holders thereby immediately prior to the
execution hereof.  The current principal balance outstanding under the
$28,125,000 Note being renewed and consolidated hereby is $18,375,000, the
current principal balance outstanding under the $26,250,000 Note being
renewed and consolidated hereby is $17,150,000, the current principal
balance outstanding under the $11,250,000 Note being renewed and
consolidated hereby is $7,350,000, and the current principal balance
outstanding under the $9,375,000  Note being renewed hereby is $6,l25,000,
all justly due and owing.  This Consolidated and Restated Term Loan Note
consolidates the $28,125,000 Note, the $26,250,000 Note, the $11,250,000
Note and the $9,375,000 Note and amends, replaces and supersedes, without
enlargement of the aggregate existing principal balances thereunder. 
Accordingly, the combined current principal balance outstanding being
renewed and consolidated and evidenced by this Consolidated and Restated
Term Loan Note is $49,000,000, all justly due and owing.  This Consolidated
and Restated Term Loan Note is intended to consolidate into a single
consolidated indebtedness due and owing Lender by Borrower of $49,000,000
to be repaid with interest as hereinafter provided. 

     2.    RESTATEMENT.  This Consolidated and Restated Term Loan Note
restates the $28,125,000 Note, the $26,250,000 Note, the $11,250,000 Note
and the $9,375,000 Note as follows, it being the intention to restate and
continue the obligations evidenced thereunder as also consolidated hereby,
without enlarging the aggregate outstanding principal balances. It is the
intention of Lender and Borrower that while this Consolidated and Restated
Term Loan Note consolidates, amends, replaces and supersedes the
$28,125,000 Note, the $26,250,000 Note, the $11,250,000 Note and the
$9,375,000 Note, it is not in payment or satisfaction of the $28,125,000
Note, the $26,250,000 Note, the $11,250,000 Note or the $9,375,000 Note,
but rather is the substitution of evidences of debt without any intent to
extinguish the old.  Should there be any conflict between any of the terms
of the $28,125,000 Note, the $26,250,000 Note, the $11,250,000 Note or the
$9,375,000 Note, and the terms of this Consolidated and Restated Term Loan
Note, the terms of this Consolidated and Restated Term Loan Note shall
control.  The $28,125,000 Note, the $26,250,000 Note, the $11,250,000 and
the $9,375,000 Note are attached hereto and shall only be negotiated with
this Consolidated and Restated Term Loan Note.  The $28,125,000 Note, the
$26,250,000 Note, the $11,250,000 and the $9,375,000 Note are consolidated,
amended and renewed to read in their entirety as follows:




                  THIS SPACE INTENTIONALLY LEFT BLANK


<PAGE>


THE TAX HAS BEEN PAID AND THE PROPER DOCUMENTARY STAMPS HAVE BEEN AFFIXED
TO THE MORTGAGE AND SECURITY AGREEMENT SECURING THIS PROMISSORY NOTE. 

                               TERM LOAN
                            PROMISSORY NOTE

$49,000,000                           Effective Date: September 1, 1998

     FOR VALUE RECEIVED, the undersigned, Arvida/JMB Partners, L.P., a
Delaware limited partnership, Arvida/JMB Partners, a Florida general
partnership, Arvida Grand Bay Limited Partnership IV, a Delaware limited
partnership, The AOK Group, a Florida general partnership, Metrodrama Joint
Venture, a Florida general partnership, Southeast Florida Holdings, Inc.,
an Illinois corporation, Gulf and Pacific Communications Limited
Partnership, a Delaware limited partnership, and Weston Hills Country Club
Limited Partnership, a Delaware limited partnership, all having an office
at 900 N. Michigan Avenue, Chicago, Illinois 60611 (hereinafter
collectively referred to as the "Makers"), jointly and severally promise to
pay to the order of First Union National Bank, a national banking
association, its successors or assigns (the "Lender," or "Agent," "Agent"
having the meaning ascribed to it in the Amendment to Credit Agreement of
even date), the principal sum of FORTY-NINE MILLION DOLLARS ($49,000,000),
pursuant to and in accordance with the Credit Agreement, together with
interest on the principal balance of this Note outstanding from time to
time, as same shall accrue thereon in accordance with the terms hereof, but
not to exceed the maximum non-usurious rate permitted by law.

10   Definitions.  Capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.  In
addition to capitalized terms defined elsewhere herein, the following
capitalized terms shall have the meanings ascribed to them as follows:

     1.1   "Adjusted LIBO Rate" means, relative to any LIBO Rate Tranche
to be made, continued or maintained as, or converted into, a LIBO Rate
Tranche for any Interest Period, a rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of one percent) equal to the quotient of
(i) the LIBO Rate applicable to the relevant Interest Period, divided by
(ii) the result of one minus the Reserve Percentage applicable to such
Interest Period.

     1.2   "Business Banking Day" means a day that is not a Saturday, a
Sunday, or a day on which the Lender is closed pursuant to authorization or
requirement of law.

     1.3   "Credit Agreement" means the Credit Agreement dated July 31,
1997, between  the Lender and Borrower (among others), as amended of even
date herewith, as the same may be amended, supplemented, restated, replaced
or otherwise modified from time to time.

     1.4   "Default Rate" means the lesser of: (i) five percent (5%) above
the Note Prime Rate and (ii) the maximum non-usurious rate permitted under
applicable law, provided the maximum interest rate shall never be more then
twenty-four and 99/100 percent (24.99%).

     1.5   "Event of Default" has the meaning ascribed to such term in the
Credit Agreement.

     1.6   "Interest Period" means, in the case of a LIBO Rate Tranche,
the period commencing on (and including) the Business Banking Day selected
by the Makers as the date on which such LIBO Rate Tranche is made or
continued as, or converted into a LIBO Rate Tranche pursuant to the terms
of this Note, and ending on (but excluding) the day which numerically
corresponds to such date one, two, three or six months thereafter (or if
such month has no numerically corresponding day, on the last Business
Banking Day of such month), in each case as the Makers may select, provided
that (a) if such Interest Period would otherwise end on a day which is not
a Business Banking Day, such Interest Period shall end on the next
following Business Banking Day (unless, in the case of a LIBO Rate Tranche,
such next following Business Banking Day is the first Business Banking Day
of the calendar month, in which case such Interest Period shall end on the
Business Banking Day next preceding such numerically corresponding day);
and (b) no Interest Period may end on a date later than the Maturity Date.

     1.7   "LIBO Rate" means, relative to any Interest Period, a rate of
interest per annum (rounded upwards, if necessary, to the nearest 1/100 of
one percent) equal to the rate for US dollar deposits with maturities
comparable to such Interest Period for delivery on the first day of such
Interest Period which appears on the Reuters Screen LIBO Page, as of
11:00 a.m. (London time) on the day that is two (2) London Banking Days
preceding the commencement date of the Interest Period.  If at least two
(2) such offered rates appear on the Reuters Screen LIBO Page, the rate
will be the arithmetic mean of such offered rates.  Lender may, in its
discretion, use any other publicly available index or reference rate
showing rates offered for United States dollar deposits in the London
Interbank market as of the applicable date.  In addition, Lender may, in
its discretion, use rate quotations for daily or annual periods in lieu of
quotations for substantially equivalent monthly periods, in the absence of
such quotations for substantially equivalent monthly periods.  Each
determination of the LIBO Rate applicable to a particular Interest Period
shall be made by Lender and shall be conclusive and binding upon the Makers
and Lender absent manifest error.

     1.8   "LIBO Rate Tranche" means a Tranche bearing interest at all
times during the Interest Period applicable  to such Tranche, at a fixed
rate of interest equal to the Note LIBO Rate applicable to such Interest
Period.
     1.9   "Loan Documents" has the meaning described to such term in the
Credit Agreement.

     1.10  "Loan Year" means each of the twelve (12) month periods
commencing on July 31, 1997 hereof and on the first, second and third
anniversaries hereof.

     1.11  "London Banking Day" means each day other than a Saturday, a
Sunday or any holiday on which commercial banks in London, England are
closed for business.

     1.12  "Maturity Date" means the earlier of: (i) July 31, 2001 and
(ii) any earlier date upon which the principal balance outstanding
hereunder, together with all interest accrued thereon, shall become
immediately due and payable following an Event of Default, in accordance
with provisions of the Credit Agreement.

     1.13  "Note LIBO Rate" means the Adjusted LIBO Rate applicable to a
specific LIBO Rate Tranche selected by the Makers for a relevant Interest
Period, plus 175 basis points.

     1.14  "Note Prime Rate" means the Prime Rate applicable to the Prime
Rate Tranche.  The Note Prime Rate shall be increased or decreased
effective on any date on which the Prime Rate shall be increased or
decreased.

     1.15  "Prime Rate" means the annual rate of interest announced from
time to time by First Union National Bank, as its Prime Rate.  The Prime
Rate is a reference rate for the information and use of Lender in
establishing the actual rates to be charged to borrowers and is not
necessarily the lowest rate charged by Lender.  Should First Union National
Bank not publish a Prime Rate at any time during the term of this Note,
Lender, in its reasonable discretion, may choose a substitute Prime Rate. 
The rate of interest shall change automatically and immediately as of the
date of any change in the Prime Rate without notice to Borrower or any
endorser, surety or guarantor, if any.

     1.16  "Prime Rate Tranche" means a Tranche bearing interest at the
Note Prime Rate.

     1.17  "Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor
thereto or other rule, regulation or official interpretation of said Board
of Governors relating to reserve requirements applicable to member banks of
the Federal Reserve System.

     1.18  "Required Lenders" has the meaning ascribed to such term in the
Credit Agreement.

     1.19  "Reserve Percentage" means the stated maximum rate (expressed
as a decimal) at which reserves are required to be maintained by the Agent
during an Interest Period, including, without limitation (i) any basis,
supplemental, marginal, or emergency reserve under any regulations of any
governmental authority to which the Agent is subject, (ii) any reserve
prescribed by the Board of Governors of the Federal Reserve System (or any
successor), including, without limitation, Regulation D, for determining
the maximum reserve requirement in respect of "Eurocurrency liabilities"
(or in respect of any other category of liabilities which includes deposits
by reference to which the LIBO Rate is determined).  Without limiting the
effect of the foregoing, the Reserve Percentage shall reflect any other
reserves required to be maintained by the Agent under any regulation of any
governmental authority to which the Agent is subject against (a) any
category of liabilities that include deposits with reference to which the
LIBO Rate is to be determined or (b) any category of extension of credit or
other assets that includes loans bearing interest at a rate based on the
LIBO Rate.  Each determination of the Reserve Percentage shall be made by
the Agent and shall be conclusive and binding upon the Makers and Lenders
absent manifest error.

     1.20  "Security Documents" has the meaning ascribed to such term in
the Credit Agreement.

     1.21  "Term Loan Commitment" has the meaning ascribed to such term in
the Credit Agreement.

     1.22  "Term Loan Note" or "Note" means this Note, as same may be
amended, supplemented, renewed, restated, replaced or otherwise modified
from time to time.

     1.23  "Tranche" means any portion of the outstanding principal
balance under the Term Loan Note bearing interest at the applicable Note
LIBO Rate for a specific Interest Period, as selected by the Makers in
accordance with Section 2.1, below, and any portion of the outstanding
principal balance under the Term Loan Note which may from time to time bear
interest at the Note Prime Rate.

20   Selection and Calculation of Interest Rate.

     2.1   Provided that no Event of Default or circumstance which with
the passage of time or giving of notice would become an Event of Default
then exists under the Loan Documents, and provided there shall at no time
be permitted to exist more than four LIBO Rate Tranches with respect to the
total principal balance outstanding under the Term Loan Note, the Makers
shall have the right to elect to have the Note LIBO Rate then in effect for
an Interest Period apply to a LIBO Rate Tranche, in accordance with, and
subject to the provisions of this Section 2.1.  To make an election to have
such Note LIBO Rate apply to any LIBO Rate Tranche, from time to time, the
Makers shall give to the Agent irrevocable notice (a "Rate Election
Notice") not later than 11:00 a.m. (Ft. Lauderdale, Florida time) at least
three (3) Business Banking Days prior to the commencement date of each such
Interest Period, which Rate Election Notice shall be addressed as follows,
and shall be given in writing (by telecopy, hand delivery, or overnight
delivery service), in accordance with the provisions of Section 11.4 of the
Credit Agreement:

           Dana Hunter, Vice President
           First Union National Bank
           5581 West Oakland Park Blvd., 2nd Floor
           Lauderhill, Florida 33313
           (954) 467-5543
           Fax: (954) 467-5557

Each such Rate Election Notice shall be in the form attached hereto as
Schedule 1 and shall specify: (i) the commencement day of the Interest
Period which shall be a Business Banking Day (and, with respect to any then
existing LIBO Rate Tranche, shall not be a date prior to the termination
date of such then existing LIBO Rate Tranche), (ii) the principal amount of
the LIBO Rate Tranche which shall be subject to the application of the Note
LIBO Rate, which shall be in a minimum amount of $2,000,000.00, and in
multiples of $100,000.00 and (iii) the applicable Interest Period which
shall apply to such LIBO Rate Tranche, provided, however, that no Interest
Period may extend beyond the Maturity Date.

     2.2   If the Agent determines, absent manifest error, that the
maintenance of any Note LIBO Rate would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, of if the
Agent determines that the interest rate applicable to the Note LIBO Rate
does not accurately reflect the cost of maintaining any LIBO Rate Tranche
subject to such rate, then, at the election of the Agent, the Makers shall
not be entitled thereafter to select a Note LIBO Rate to be applicable to
any portions of the total outstanding principal balance under the Term Loan
Note, and the interest rate applicable to all of the outstanding principal
balance under the this Note then subject to the Note LIBO Rate for any
applicable Interest Period, shall, upon the expiration of all such
applicable Interest Periods, be converted to the Prime Rate.

     2.3   In the event that the Makers shall fail to provide a timely
Rate Election Notice for the election of the Note LIBO Rate to apply to any
Advance or to any LIBO Rate Tranche, as of the termination date of the
applicable Interest Period for such Tranche, then as the date of such
Advance, or as of such termination date of such LIBO Rate Tranche, as the
case may be, the Prime Rate shall apply to such Advance or LIBO Rate
Tranche until the next eligible effective date for which the Makers shall
have provided a timely Rate Election Notice, and such Advance or such
principal amount previously comprising a LIBO Rate Tranche, shall
thereafter be deemed to be included in the Prime Rate Tranche.

     2.4   Interest shall be calculated on the daily total outstanding
balance of all Advances of Loan Proceeds under the Term Loan Commitment, as
such Advances are evidenced by the Term Loan Note, as follows: (i) interest
shall accrue on each LIBO Rate Tranche, commencing with the effective date
for each such LIBO Rate Tranche, at the applicable Note LIBO Rate for the
applicable Interest Period and (ii) interest shall accrue on the Prime Rate
Tranche, which shall comprise all of the outstanding principal balance
under the this Note not otherwise subject to a LIBO Rate Tranche, at the
Note Prime Rate, changing when and as the Prime Rate changes.  Interest
shall be computed through and including the date of any payment and shall
be calculated for actual days elapsed on the basis of a 360 day year (i.e.
interest for each day on which any principal is outstanding shall be
calculated at the applicable interest rate described above, divided by
360).

30   Payment of Interest and Principal.

     3.1   Interest, calculated as above provided, shall be due and
payable by the Makers to the Agent, subject to the provisions of Section
3.7 hereof, on the first Business Banking Day of the first calendar month
immediately following the Advance of Loan Proceeds under the Term Loan
Commitment and continuing on the first day of each month thereafter until
the Maturity Date.

     3.2   The Makers shall make payments in reduction of the total
principal balance outstanding under the Term Loan Note, as follows:

           (a)   The Makers shall pay to Lender on or before the last
Business Banking Day of each Loan Year, the sum of $12,500,000.00 (the
"Minimum Required Curtailment").

           (b)   The Makers shall pay to Lender on each ARC Payment Date,
an amount (the "Additional Required Curtailment") calculated as follows:

                 (A)  On the 1999 February ARC Payment Date and each
subsequent February ARC Payment Date, an amount equal to the sum of:
(x) the ARC Deficit, if any, to the extent the ARC Deficit does not exceed
the Adjusted CFAPF for the fiscal year ended on the immediately preceding
December 31, plus (y) twenty-five percent (25%) of the remainder of the
Adjusted CFAPF for the fiscal year ended on the immediately preceding
December 31, after any payment of the ARC Deficit pursuant to subparagraph
(x) hereinabove.

                 (B)  On each August ARC Payment Date, an amount equal to
the sum of: (x) the ARC Deficit, if any, plus (y) twenty-five percent (25%)
of the remainder of any Distribution then made, after any payment of the
ARC Deficit pursuant to subparagraph (x) hereinabove.

                 (C)  Notwithstanding anything herein to the contrary,
those portions of the Additional Required Curtailment calculated pursuant
to subpart (y) of subsection (A); and subpart (y) of subsection (B) shall
in the aggregate, in any one (1) Loan Year, not exceed $6,250,000.00.

           The term "Adjusted CFAPF" means Cash Flow After Project
Financing less all Term Loan Principal Payments and all interest paid on
the Term Loan during the preceding fiscal year.

           The term "Cash Flow After Project Financing" has the meaning
ascribed to such term in the Credit Agreement.

           The term "Distribution" has the meaning ascribed to such term
in the Credit Agreement.

           The term "ARC Deficit" means: (i) as of any ARC Payment Date in
the second Loan Year, the difference of $18,750,000.00 less the sum of all
Term Loan Payments theretofore paid, (ii) as of any ARC Payment Date in the
third Loan Year, the difference of $37,500,000.00 less the sum of all Term
Loan Payments theretofore paid and (iii) as of any ARC Payment Date in the
fourth Loan Year, the difference of $56,250,000.00 less the sum of all Term
Loan Payments theretofore paid (for the purposes of this Note, the first
"Loan Year" shall be deemed to have commenced July 31, 1997).

           The term "ARC Payment Date" means: (i) any Business Banking Day
in any August of any Loan Year, on which a Distribution is made, if any (an
"August ARC Payment Date"), and (ii) the first Business Day of each
February of each Loan Year, or such later date in February on which the
Makers intend to make a Distribution, provided the Makers shall have
notified the Lender of such later date, in writing, not later than
January 15 of such year (a "February ARC Payment Date").



<PAGE>


           The term "Term Loan Principal Payments" means, as of any ARC
Payment Date, all payments which have theretofore been made toward the
reduction of the outstanding principal balance under the Term Loan,
including, without limitation, all payments of Minimum Required
Curtailments made in the same Loan Year and all prior Loan Years, all
payments of Additional Required Curtailments made in the same Loan Year and
all prior Loan Years and all prior voluntary prepayments made in the same
Loan Year and all prior Loan Years.

           (c)   The total outstanding principal under the Term Loan Note
and all accrued but unpaid interest shall be fully due and payable on the
Maturity Date.

     3.3   All payments of principal and interest under the Term Loan Note
shall be made in lawful money of the United States which shall be legal
tender in payment of all debts, public and private, at the time of payment.

     3.4   The Term Loan Note may be prepaid in whole or in part at any
time and from time to time, without penalty or premium, provided: (i) any
such prepayment shall be preceded by at least three (3) Business Banking
Days' prior written notice to the Agent and (ii) any such prepayment shall
be accompanied by accrued interest to the date of prepayment and any other
obligations and payments then due under the terms of the Term Loan Note. 
If the Makers shall make a payment or prepayment of all or any portion of
the principal amount outstanding then subject to a LIBO Rate Tranche, prior
to the applicable termination date thereof (including, without limitation,
upon the acceleration of the Maturity Date following an Event of Default),
or the Makers shall attempt to rescind a Rate Election Notice for a
specified LIBO Rate Tranche, after the Makers have submitted such Rate
Election Notice to the Agent, then, within three (3) Business Banking Days
following written notice from the Agent, the Makers shall pay to the Agent
the amount of any loss or cost incurred by the Lender resulting therefrom,
including, without limitation, any loss or cost resulting from the
liquidation or re-employment of deposits required to fund or maintain the
subject LIBO Rate Tranche, not to exceed the amount of interest which would
have been earned on the amount prepaid for the balance of the subject
Interest Period, at a rate equal to the difference, not less than zero, of
the LIBO Rate as of the first day of the Interest Period less the LIBO Rate
as of the date of such prepayment, for a corresponding Interest Period
commencing on the date of such prepayment.  The obligations of the Makers
under this section shall survive payment of the Term Loan Note.

     3.5   The Term Loan is a non-revolving loan, so that the Makers shall
not have the right to request re-advances of prepaid monies.

     3.6   All payments of principal and interest under the Term Loan Note
shall be made in immediately available funds by 11:00 a.m. (Ft. Lauderdale,
Florida time) on a Business Banking Day, to the Agent for the account of
the Lenders, at the office of Lender at First Union National Bank, 301
South College Street, TW-6, Charlotte, North Carolina 28288-0166,
Attention: Jane Hurley, or by wire to ABA #053000219, Account No.465906
0010352, Reference "Arvida," Attention: Jane Hurley, or at such other place
as the Agent may instruct.  Any payments of principal or interest made
after 11:00 a.m. (Ft. Lauderdale, Florida time) shall be deemed to be
payments made on the next following Business Banking Day, for all purposes,
hereof, including, without limitation, the accrual of interest.  Should any
payment under the Term Loan Note become due and payable on a day other than
a Business Banking Day, the maturity thereof shall be extended to the next
succeeding Business Banking Day, and, in the case of any payment of
principal, interest shall be payable thereon as calculated pursuant hereto,
for each Business Banking Day such principal is outstanding (provided,
however, any payment of principal received on any Business Banking Day by
11:00 a.m. (Ft. Lauderdale, Florida time) shall not be deemed to be
outstanding on such Business Banking Day).
     3.7   Notwithstanding anything to the contrary set forth herein, the
Agent shall provide the Makers with written notice prior to the first
Business Banking Day of each month of the interest installment with respect
to the Term Loan Note which is payable on such first Business Banking Day
of such month.  With respect to each such monthly installment of interest,
Lender hereby grants to the Makers a grace period for the payment of same,
which shall extend to the later of: (a) the fifteenth (15th) day of the
month or (b) if the Makers shall not have received written notice of the
monthly interest installment from the Agent, prior to the first Business
Banking Day of any month and the Makers shall have provided written notice
to the Agent, no later than such first Business Banking Day of the month,
of such Agent's failure to provide the Makers with written notice of such
interest installment, then, the date fifteen (15) days from receipt by the
Makers of such written notice of the monthly interest installment.  If the
Agent shall not receive written notice from the Makers on or before the
first Business Banking Day of a month, of the Agent's failure to provide
written notice of an interest installment, then, for all purposes of this
Note, notwithstanding that the Makers may later request such written notice
of such interest installment, such grace period shall extend to no later
than the fifteenth (15th) day of such month.

     3.8   Any payment required to be paid by the Term Loan Note, the Loan
Documents or the Credit Agreement, with the exception of interest and
principal, shall be due and payable no later than fifteen (15) days from
receipt by the Makers from the Agent of written notice of the required
payment.

     3.9   Provided the Agent has not exercised its right to accelerate
the Term Loan Note as provided in the Term Loan Note, the Credit Agreement
or the other Loan Documents: (a) in the event any payment of principal
required under the Term Loan Note, either pursuant to the terms hereof or
the terms of the Credit Agreement, is not received by Lender by the
fifteenth (15th) day following the day on which such payment is due, the
Makers shall pay to the Agent, for the account of the Lender and Other
Lenders, a late charge of five percent (5%) of the payment not so received,
the parties agreeing that said charge is a fair and reasonable charge for
the late payment and shall not be deemed a penalty or as compounding
interest, and (b) in the event any scheduled payment of interest required
under the Term Loan Note is not received by Lender by the later of
(i) fifteen (15) days from receipt by the Makers of written notice of the
monthly interest installment and (ii) the fifteenth (15th) day of such
month, the Makers shall pay to Lender a late charge of five percent (5%) of
the payment not so received, the parties agreeing that said charge is a
fair and reasonable charge for the late payment and shall not be deemed a
penalty or as compounding interest.  Further, if any payment required to be
paid by the Term Loan Note, the Credit Agreement or the other Loan
Documents, with the exception of interest and principal, is not paid within
fifteen (15) days from receipt by the Makers from the Agent of written
notice of the required payment, the Makers shall pay to Lender a late
charge of five percent (5%) of the payment not so received, the parties
agreeing that said charge is a fair and reasonable charge for the late
payment and shall not be deemed a penalty or as compounding interest.

40   Collateral Security.  This Note is issued pursuant to the Credit
Agreement.  This Note is secured by the Credit Agreement, the Security
Documents and the other Loan Documents, as same may be amended through the
date hereof.  Reference is hereby made to the Credit Agreement, the
Security Documents and the other Loan Documents for a description of Events
of Default and rights of acceleration of the Maturity Date upon the
occurrence of an Event of Default.  It is expressly agreed that all of the
covenants, conditions and agreements contained in the Credit Agreement, the
Security Documents and the other Loan Documents are made a part of this
Note.



<PAGE>


50   Events of Default.

     5.1   Upon the occurrence of an Event of Default, the Agent may
declare the entire amount of this Note, including the principal balance
then outstanding thereunder, together with all interest accrued thereon, to
be immediately due and payable, without notice, (the Makers hereby
expressly waive notice of such Event of Default), time being of the essence
of this Term Loan Note.  Any Event of Default under this Note shall be an
Event of Default under all other Loan Documents and any Event of Default
under any other Loan Document shall be an Event of Default hereunder.

     5.2   In the event the Agent accelerates this Note as herein provided
or the full amount of outstanding principal and interest under this Note is
not fully repaid to the Agent, for the account of the Lender on or before
the Maturity Date, then the entire unpaid principal balance under this
Note, together with all interest accrued thereon, shall bear interest from
the date of an Event of Default or from the Maturity Date, respectively, at
the Default Rate.  Any late charge paid by the Makers shall be applied to
the interest charged at the Default Rate after acceleration of this Note.

     5.3   The remedies of Lender, as provided herein, or in the Security
Documents, the other Loan Documents or Credit Agreement shall be cumulative
and concurrent and may be pursued singularly, successively or together, by
the Agent in accordance with the terms of the Credit Agreement, and may be
exercised as often as the occasion therefor shall arise.  Notwithstanding
anything herein seemingly to the contrary, Lender shall not take any
action, including, without limitation, in connection with the enforcement
of any of its rights under this Note, the Credit Agreement or other Loan
Documents, unless such action is consistent with the action taken by the
Agent with respect to this Note and in accordance with the provisions of
the Credit Agreement.

60   Usury.  Nothing herein contained, nor in any instrument or
transaction related hereto, shall be construed or so operate as to require
the Makers, or any person liable for the payment of the Loan evidenced by
the Note, to pay interest in an amount or at a rate greater than the
highest non-usurious rate permissible under applicable law as amended from
time to time.  Should any interest or other charges paid by the Makers, or
any party liable for the payment of the Loan evidenced by the this Note,
result in the computation or earning of interest in excess of the highest
non-usurious rate permissible under applicable law, then any and all such
excess shall be and the same is hereby waived by Lender, and all such
excess shall be paid by Lender to the Makers or to any party liable for the
payment of the Loan evidenced by the Term Loan Note, it being the intent of
the parties hereto that under no circumstances shall the Makers or any
party liable for the payment of the Loan hereunder, be required to pay
interest in excess of the highest non-usurious rate permissible under
applicable law as amended from time to time.  By operation of Section
687.12, Florida Statutes (1996), the interest rate charged under this Note
is authorized by Chapters 658, 665 and 687, Florida Statutes (1996) and
applicable federal law.

70   Waivers/Miscellaneous Matters.

     7.1   This Note is to be construed according to the applicable laws
of the State of Florida and the United States of America.  Any action
brought upon the enforcement of this Note is hereby authorized to be
instituted and prosecuted in Broward County, Florida, or at the United
States District Court for the Southern District of Florida, at the election
of the Agent, subject to and in accordance with the terms of the Credit
Agreement.

     7.2   This Note may not be changed orally, but only by an agreement
in writing, signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.

     7.3   Each maker, endorser and guarantor or any person, firm or
corporation becoming liable under this Note hereby consents to any
extension or renewal of this Note or any part thereof, without notice, and
agrees that it will remain liable under this Note during any extension or
renewal thereof, until the indebtedness evidenced hereby and thereby is
paid in full.

     7.4   Notwithstanding anything to the contrary herein or in the
Credit Agreement, the Security Documents or other Loan Documents (or any
instruments or certificates executed or delivered in connection therewith
at any time or times), neither any present or future constituent partner
(as hereinafter defined) in, or agent of, any of the Makers, nor any
shareholder, member, officer, manager, director, employee, trustee,
beneficiary or agent of any corporation or other entity that is or becomes
a constituent partner in any of the Makers shall be personally liable,
directly or indirectly (and Lender shall not have any recourse against any
property or assets of any such constituent partner or other person or
entity) under or in connection with this Note, the Credit Agreement, the
Security Documents, the other Loan Documents, the Loans, or any instruments
securing or otherwise executed in connection therewith, or any certificate
delivered in connection therewith, or any amendments or modifications to
any of the foregoing made at any time or times, heretofore or hereafter
(such persons as described in this sentence being herein collectively
referred to as "Non-Recourse Persons"), provided, however, Non-Recourse
Persons shall not include any Maker or any Subsidiary of a Maker that would
otherwise be liable as a general partner in a Maker. The recourse of the
Lender and its successors and assignees under or in connection with the
this Note, the Security Documents, the Credit Agreement, the other Loan
Documents, the Loans and such instruments and certificates, and any such
amendments or modifications, shall be limited to the assets of the Makers
and Lender and its successors and assignees waive and do hereby waive any
such personal liability against any such Non-Recourse Persons.  For the
purposes of this Note, the Security Documents, the Credit Agreement and
each other Loan Document and any such instruments and certificates and any
such amendments or modifications, neither the negative capital account of a
constituent partner in any Maker, nor any obligation of any constituent
partner in any Maker to restore a negative capital account or to advance or
contribute capital to any Maker or any other constituent partner in any
Maker shall be deemed to be the property or the asset of any Maker or any
such other constituent partner (and neither Lender nor any of its
successors or assignees shall have any right to collect, enforce or proceed
against or with respect to any such negative capital account or partner's
obligation to restore, advance or contribute).  As used in this section,
the term "constituent partner" means any direct partner in any Maker, and
any person or entity that is a partner in any partnership that, directly or
indirectly through one or more other partnerships, is a partner in any
Maker.

     7.5   Time is of the essence hereof with regard to the performance
and observance of all of the terms, provisions and conditions hereof on the
part of the Makers to be observed and/or performed.

     7.6   All sums received by the Agent for application to this Note
shall be applied by the Agent in the manner set forth in Section 2.8 of the
Credit Agreement.

     7.7   The Makers are strictly liable for and hereby agree to pay or
reimburse the Agent for, and hold it harmless from and against all of its
reasonable third party costs and expenses incurred in connection with the
collection or enforcement of, or the preservation of any rights under, this
Note, the Credit Agreement or other Loan Documents, including, without
limitation, the reasonable fees and disbursements of counsel for the Agent,
including attorneys' fees out of court, in trial, on appeal, in bankruptcy
proceedings or otherwise.  The Makers shall pay all such amounts in
accordance with the terms of the Credit Agreement, and until repaid, such
sums shall bear interest at the Default Rate.


<PAGE>


     7.8   All notices and like communications required or permitted to be
given pursuant to the provisions of this Note shall be given in accordance
with the notice provisions of Section 11.4 of the Credit Agreement.
     7.9   As used herein, the terms "Makers," "Agent" and "Lender"  shall
be deemed to include their respective successors and assigns.

     7.10  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 one or more of the
provisions of this Note operates or would prospectively operate to
invalidate this Note, then in any of those events, only such provision or
provisions shall be deemed null and void and shall not effect any other
provision of this Note.  The remaining provisions of this Note shall remain
operative and in full force and effect and in shall no way be affected,
prejudiced or disturbed thereby.  In the event any provisions of this Note
are inconsistent with any provisions of the Credit Agreement, the Security
Documents or other Loan Documents, or any other agreements or documents
executed in connection with this Note, this Note shall control.

     7.11  It is expressly understood and agreed that Lender shall not
ever be construed for any purposes, to be the partner, joint venturer,
principal or associate of the Makers or any of them or any person or party
claiming by, through or under the Makers or any of them in the conduct of
their respective businesses.

     7.12  The undersigned Makers and any endorsers, sureties, guarantors
and all others who are or may become liable for the payment hereof (a)
severally waive presentment for payment, demand, notice of demand, notice
of nonpayment or dishonor, protest and notice of protest of this Note and
all other notices in connection with the delivery, acceptance, performance
or enforcement of the payment of this Note, (b) expressly consent to all
extensions of time, renewals, postponements of time of payment of this Note
or other modifications from time to time prior to or after the Maturity
Date, without notice, consent or consideration to any of the foregoing, (c)
expressly agree to any substitution, exchange, addition or release of any
of the other Loan Documents or the addition or release of any party or
person primarily or secondarily liable hereon, (d) expressly agree that
Lender shall not be required first to institute any suit, or to exhaust
their remedies against the Makers or any other person or party to become
liable hereunder or against the other Loan Documents in order to enforce
the payment of this Note, and (e) expressly agree that, notwithstanding the
occurrence of any of the foregoing, they shall be and remain, jointly and
severally, directly liable for all sums due under this Note, and the other
Loan Documents subject to the terms and conditions hereof and thereof.

     7.13  Lender shall not be deemed, by any act of omission or
commission, to have waived any of their rights or remedies hereunder unless
such waiver is in writing given in accordance with the terms of the Credit
Agreement, and then only to the extent specifically set forth in the
writing.  A waiver with reference to one event shall not be construed as
continuing or as a bar to or waiver of any right or remedy as to a
subsequent event.

     7.14  Neither this Note nor any provision hereof or thereof may be
changed or terminated orally, but only by an instrument in writing signed
by the party against whom enforcement of the change or termination is
sought.

     7.15  Failure to accelerate this Note after an Event of Default, or
the acceptance of a past due installment, shall not be construed as a
novation of the contract or a waiver of the right of Lender to thereafter
insist upon strict compliance with the terms of this Note without previous
notice of such intention being given to the Makers.



<PAGE>


     7.16  Notwithstanding anything to the contrary in this Note, the
Credit Agreement, the Security Documents or other Loan Documents, the
maximum liability of any Maker other than Arvida/JMB Partners, L.P. (herein
a "Maker Subsidiary" or "Maker Affiliate") for the Obligations created,
evidenced and secured thereby and hereby shall not exceed the maximum
amount, as such maximum amount shall be determined by a court of competent
jurisdiction of any such Maker Subsidiary's or Maker Affiliate's liability
therefor which may be incurred without rendering the Obligations, as they
relate to such Maker Subsidiary or Maker Affiliate, voidable as a
fraudulent conveyance or fraudulent transfer under the Bankruptcy Code or
under any other present or future federal or state laws or statutes
relating to bankruptcy, insolvency, assignment for the benefit of creditors
or other relief for debtors, including, without limitation, the Uniform
Fraudulent Transfer Act or the Uniform Fraudulent Conveyance Act, as in
effect in any jurisdiction wherein any such Maker Subsidiary's or Maker
Affiliate's Solvency (as defined in the Credit Agreement) is subject to
determination.  For purposes of determining such liability of any Maker
Subsidiary or Maker Affiliate, due consideration shall be given to the
benefits received, directly or indirectly, by such Maker Subsidiary or
Maker Affiliate from the Loans (as defined in the Credit Agreement) made
pursuant to the Commitments (as defined in the Credit Agreement).

     7.17  The section headings of this Note are for reference purposes
only and are to be given no effect in the construction or interpretation of
this Note.

     THE MAKERS AND THE LENDER BY ITS ACCEPTANCE HEREOF HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM 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 OR THE CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY MAKERS OR LENDER.

                        SIGNATURE PAGES FOLLOW



<PAGE>


     IN WITNESS WHEREOF, the undersigned Makers have executed this Note on
the date set forth above.

                            MAKERS:

                            ARVIDA/JMB PARTNERS, L.P.,
                            a Delaware limited partnership

                            By:   ARVIDA/JMB MANAGERS, INC.,
                                  a Delaware corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            THE AOK GROUP,
                            a Florida general partnership

                            By:   ARVIDA/JMB PARTNERS, L.P.,
                                  a Delaware limited partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation, its
                                       sole general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]

                            By:   ARVIDA/JMB PARTNERS,
                                  a Florida general partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation,
                                       a general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            METRODRAMA JOINT VENTURE,
                            a Florida general partnership

                            By:   ARVIDA/JMB PARTNERS, L.P.,
                                  a Delaware limited partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation, its
                                       sole general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]

                            By:   ARVIDA/JMB PARTNERS, a
                                  Florida general partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation,
                                       a general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            ARVIDA/JMB PARTNERS,
                            a Florida general partnership

                            By:   ARVIDA/JMB MANAGERS, INC.,
                                  a Delaware corporation,
                                  a general partner

                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



                            ARVIDA GRAND BAY LIMITED PARTNERSHIP-IV,
                            a Delaware limited partnership

                            By:   ARVIDA GRAND BAY MANAGERS, INC.,
                                  a Delaware corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            GULF AND PACIFIC COMMUNICATIONS
                            LIMITED PARTNERSHIP,
                            a Delaware limited partnership

                            By:   PACIFIC PROPERTIES, INC.,
                                  an Illinois corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]




                            WESTON HILLS COUNTRY CLUB LIMITED
                            PARTNERSHIP,
                            a Delaware limited partnership

                            By:   WHCC, INC.,
                                  an Illinois corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            SOUTHEAST FLORIDA HOLDINGS, INC.,
                            an Illinois corporation


                            By:        
                                  Stephen A. Lovelette,
                                  Vice President

                                                       [CORPORATE SEAL]









MIA3-517179.2
200570.28


<PAGE>



                                                                       

NOTE:THIS CONSOLIDATED AND RESTATED PROMISSORY NOTE IS A RENEWAL,
CONSOLIDATION AND RESTATEMENT OF:  (i) THAT CERTAIN LINE OF CREDIT
PROMISSORY NOTE DATED JULY 31, 1997 IN FAVOR OF BARNETT BANK, N.A. IN THE
ORIGINAL PRINCIPAL AMOUNT OF SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS
($7,500,000) ("$7,500,000 Note") HAVING A PRESENT UNFUNDED AVAILABILITY OF
$7,500,000, A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF; (ii)
THAT CERTAIN LINE OF CREDIT PROMISSORY NOTE DATED JULY 31, 1997 IN FAVOR OF
FIRST UNION NATIONAL BANK IN THE ORIGINAL PRINCIPAL AMOUNT OF SEVEN MILLION
DOLLARS ($7,000,000) ("$7,000,000 Note") HAVING A PRESENT UNFUNDED
AVAILABILITY OF $7,000,000, A COPY OF WHICH IS ATTACHED HERETO AND MADE A
PART HEREOF; (iii) THAT CERTAIN LINE OF CREDIT PROMISSORY NOTE DATED JULY
31, 1997 IN FAVOR OF BANKBOSTON, N.A.  IN THE ORIGINAL PRINCIPAL AMOUNT OF
THREE MILLION DOLLARS ($3,000,000) ("$3,000,000 Note") HAVING A PRESENT
UNFUNDED AVAILABILITY OF $3,000,000, A COPY OF WHICH IS ATTACHED HERETO AND
MADE A PART HEREOF; and (iv) THAT CERTAIN LINE OF CREDIT PROMISSORY NOTE
DATED JULY 31, 1997 IN FAVOR OF BANK UNITED IN THE ORIGINAL PRINCIPAL
AMOUNT OF TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000)
("$2,500,000 Note") HAVING A PRESENT UNFUNDED AVAILABILITY OF $2,500,000, A
COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF (collectively,
"Notes").

     THE $7,500,000 NOTE, THE $3,000,000 NOTE AND THE $2,500,000 NOTE HAVE
BEEN ASSIGNED TO FIRST UNION NATIONAL BANK BY THE HOLDERS THEREOF
IMMEDIATELY PRIOR TO THE EXECUTION HEREOF. 

     DOCUMENTARY STAMPS AND/OR INTANGIBLE TAXES IN THE AMOUNT REQUIRED BY
LAW WERE PAID ON THE FULL FACE AMOUNT OF THE NOTES AT THE TIME OF THE
RECORDING OF THAT CERTAIN MORTGAGE AND SECURITY AGREEMENT IN OFFICIAL
RECORDS BOOK 26802, PAGE 888 OF THE PUBLIC RECORDS OF BROWARD COUNTY,
FLORIDA.  THE NOTES ARE BEING RENEWED, CONSOLIDATED AND RESTATED BASED ON
THE PRESENT UNFUNDED AVAILABILITY WITHOUT ENLARGEMENT THEREOF.  NO
ADDITIONAL DOCUMENTARY STAMPS OR INTANGIBLE TAXES ARE DUE.  





       CONSOLIDATED AND RESTATED LINE OF CREDIT PROMISSORY NOTE


     THIS CONSOLIDATED AND RESTATED LINE OF CREDIT PROMISSORY NOTE
("CONSOLIDATED AND RESTATED NOTE") executed by Arvida/JMB Partners, L.P., a
Delaware limited partnership, Arvida/JMB Partners, a Florida general
partnership, Arvida Grand Bay Limited Partnership IV, a Delaware limited
partnership, The AOK Group, a Florida general partnership, Metrodrama Joint
Venture, a Florida general partnership, Southeast Florida Holdings, Inc.,
an Illinois corporation, Gulf and Pacific Communications Limited
Partnership, a Delaware limited partnership, and Weston Hills Country Club
Limited Partnership, a Delaware limited partnership (jointly and severally,
the "Borrowers"), all having an office at 900 North Michigan Avenue,
Chicago, Illinois 60611, in favor of First Union National Bank ("Lender"),
having an address of  5581 West Oakland Park Boulevard, 2nd Floor,
Lauderhill, Florida 33313.

     1.    RENEWAL AND CONSOLIDATION.  The indebtedness evidenced by this
Consolidated and Restated Note renews and consolidates the aggregate
outstanding principal indebtedness evidenced by the following promissory
notes all executed by Borrowers:  (i) that certain Line of Credit
Promissory Note dated July 31, 1997 in the original principal amount of
SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000) ("$7,500,000
Note") in favor of Barnett Bank, N.A.; (ii) that certain Line of Credit
Promissory Note dated July 31, 1997 in the original principal amount of
SEVEN MILLION DOLLARS ($7,000,000) ("$7,000,000 Note") in favor of First
Union National Bank; (iii) that certain Promissory Note dated July 31, 1997
in the original principal amount of THREE MILLION DOLLARS ($3,000,000)
("$3,000,000 Note") in favor of BankBoston, N.A.; and  (iv) that certain
Line of Credit Promissory Note dated July 31, 1997 in the original
principal amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS  ($2,500,000)
("$2,500,000 Note") in favor of Bank United. The $7,500,000 Note, the
$3,000,000 Note and the $2,500,000 Note have been assigned to Lender by the
holders thereby immediately prior to the execution hereof.  The current
principal balance outstanding under the $7,500,000 Note being renewed and
consolidated hereby is $0 (and the current unfunded availability is
$7,500,000), the current principal balance outstanding under the $7,000,000
Note being renewed and consolidated hereby is $0 (and the current unfunded
availability is $7,000,000), and the current principal balance outstanding
under the $3,000,000 Note being renewed and consolidated hereby is $0 (and
the current unfunded availability is $3,000,000), and the current principal
balance outstanding under the $2,500,000 Note being renewed hereby is $0
(and the current unfunded availability is $2,500,000), all justly due and
owing.  This Consolidated and Restated Line of Credit Note consolidates the
$7,500,000 Note, the $7,000,000 Note, the $3,000,000 Note and the
$2,500,000 Note and amends, replaces and supersedes same, without
enlargement thereof.  Accordingly, the outstanding unfunded availability
being renewed and consolidated and evidenced by this Consolidated and
Restated Line of Credit Note is $20,000,000.  This Consolidated and
Restated Line of Credit Note is intended to consolidate a single
consolidated maximum indebtedness of $20,000,000 at any one time to be
repaid with interest as hereinafter provided. 

     2.    RESTATEMENT.  This Consolidated and Restated Line of Credit
Note restates the $7,500,000 Note, the $7,000,000 Note, the $3,000,000 Note
and the $2,500,000 Note as follows, it being the intention to restate and
continue the obligations evidenced thereunder as also consolidated hereby,
without enlargement.  It is the intention of Lender and Borrower that while
this Consolidated and Restated Line of Credit Note consolidates, amends,
replaces and supersedes the $7,500,000 Note, the $7,000,000 Note, the
$3,000,000 Note and the $2,500,000 Note, it is not in payment or
satisfaction of the $7,500,000 Note, the $7,000,000 Note, the $3,000,000
Note or the $2,500,000 Note, but rather is the substitution of evidences of
debt without any intent to extinguish the old.  Should there be any
conflict between any of the terms of the $7,500,000 Note, the $7,000,000
Note, the $3,000,000 Note or the $2,500,000 Note, and the terms of this
Consolidated and Restated Line of Credit Note, the terms of this
Consolidated and Restated Line of Credit Note shall control.  The
$7,500,000 Note, the $7,000,000 Note, the $3,000,000 and the $2,500,000
Note are attached hereto and shall only be negotiated with this
Consolidated and Restated Line of Credit Note.  The $7,500,000 Note, the
$7,000,000 Note, the $3,000,000 and the $2,500,000 Note are consolidated,
amended and renewed to read in their entirety as follows:

 



                  THIS SPACE INTENTIONALLY LEFT BLANK



<PAGE>


THE TAX HAS BEEN PAID AND THE PROPER DOCUMENTARY STAMPS HAVE BEEN AFFIXED
TO THE MORTGAGE AND SECURITY AGREEMENT SECURING THIS PROMISSORY NOTE. NON-
RECURRING INTANGIBLE TAXES SHALL BE PAID AT THE TIME OF EACH ADVANCE, ON
SUCH ADVANCE. 

                            LINE OF CREDIT
                            PROMISSORY NOTE

$20,000,000                           Effective Date: September 1, 1998

     FOR VALUE RECEIVED, the undersigned, Arvida/JMB Partners, L.P., a
Delaware limited partnership, Arvida/JMB Partners, a Florida general
partnership, Arvida Grand Bay Limited Partnership IV, a Delaware limited
partnership, The AOK Group, a Florida general partnership, Metrodrama Joint
Venture, a Florida general partnership, Southeast Florida Holdings, Inc.,
an Illinois corporation, Gulf and Pacific Communications Limited
Partnership, a Delaware limited partnership, and Weston Hills Country Club
Limited Partnership, a Delaware limited partnership, all having an office
at 900 N. Michigan Avenue, Chicago, Illinois 60611 (hereinafter
collectively referred to as the "Makers"), jointly and severally promise to
pay to the order of First Union National Bank a national banking
association, its successors or assigns (the "Lender" or "Agent," "Agent
having the meaning ascribed to it in the Amendment to Credit Agreement of
even date), the principal sum of TWENTY MILLION DOLLARS ($20,000,000), or
all sums as may be advanced under the Line of Credit Commitment, pursuant
to and in accordance with the Credit Agreement, together with interest on
the principal balance of this Note outstanding from time to time, as same
shall accrue thereon in accordance with the terms hereof, but not to exceed
the maximum non-usurious rate permitted by law.

10   Definitions.  Capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.  In
addition to capitalized terms defined elsewhere herein, the following
capitalized terms shall have the meanings ascribed to them as follows:

     1.1   Adjusted LIBO Rate" means, relative to any LIBO Rate Tranche to
be made, continued or maintained as, or converted into, a LIBO Rate Tranche
for any Interest Period, a rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of one percent) equal to the quotient of (i) the LIBO
Rate applicable to the relevant Interest Period, divided by (ii) the result
of one minus the Reserve Percentage applicable to such Interest Period.

     1.2   "Business Banking Day" means a day that is not a Saturday, a
Sunday, or a day on which Lender is closed pursuant to authorization or
requirement of law.

     1.3   "Credit Agreement" means the Credit Agreement dated July 31,
1997 between Lender and Borrower (among others), as amended of even date
herewith, as the same may be amended, supplemented, restated, replaced or
otherwise modified from time to time.

     1.4   "Default Rate" means the lesser of: (i) five percent (5%) above
the Note Prime Rate and (ii) the maximum non-usurious rate permitted under
applicable law, provided the maximum interest rate shall never be more then
twenty-four and 99/100 percent (24.99%).

     1.5   "Event of Default" has the meaning ascribed to such term in the
Credit Agreement.

     1.6   "Interest Period" means, in the case of a LIBO Rate Tranche,
the period commencing on (and including) the Business Banking Day selected
by the Makers as the date on which such LIBO Rate Tranche is made or
continued as, or converted into a LIBO Rate Tranche pursuant to the terms
of this Note, and ending on (but excluding) the day which numerically
corresponds to such date one, two, three or six months thereafter (or if
such month has no numerically corresponding day, on the last Business
Banking Day of such month), in each case as the Makers may select, provided
that (a) if such Interest Period would otherwise end on a day which is not
a Business Banking Day, such Interest Period shall end on the next
following Business Banking Day (unless, in the case of a LIBO Rate Tranche,
such next following Business Banking Day is the first Business Banking Day
of the calendar month, in which case such Interest Period shall end on the
Business Banking Day next preceding such numerically corresponding day);
and (b) no Interest Period may end on a date later than the Maturity Date.

     1.7   "LIBO Rate" means, relative to any Interest Period, a rate of
interest per annum (rounded upwards, if necessary, to the nearest 1/100 of
one percent) equal to the rate for US dollar deposits with maturities
comparable to such Interest Period for delivery on the first day of such
Interest Period which appears on the Reuters Screen LIBO Page as of
11:00 a.m. (London time) on the day that is two (2) London Banking Days
preceding the commencement date of the Interest Period.  If at least two
(2) such offered rates appear on the Reuters Screen LIBO Page, the rate
will be the arithmetic mean of such offered rates.  Lender may, in its
discretion, use any other publicly available index or reference rate
showing rates offered for United States dollar deposits in the London
Interbank market as of the applicable date.  In addition, Lender may, in
its discretion, use rate quotations for daily or annual periods in lieu of
quotations for substantially equivalent monthly periods, in the absence of
such quotations for substantially equivalent monthly periods.  Each
determination of the LIBO Rate applicable to a particular Interest Period
shall be made by Lender and shall be conclusive and binding upon the Makers
and Lender absent manifest error.

     1.8   "LIBO Rate Tranche" means a Tranche bearing interest at all
times during the Interest Period applicable  to such Tranche, at a fixed
rate of interest equal to the Note LIBO Rate applicable to such Interest
Period.
     1.9   "Line of Credit Commitment" has the meaning ascribed to such
term in the Credit Agreement.

     1.10  "Line of Credit Note" or "Note" means this Note as same may be
amended, supplemented, renewed, restated, replaced or otherwise modified
from time to time.

     1.11  "Loan Documents" has the meaning described to such term in the
Credit Agreement.

     1.12  "Loan Year" means each of the twelve (12) month periods
commencing on July 31, 1997 and on the first, second and third
anniversaries hereof.

     1.13  "London Banking Day" means each day other than a Saturday, a
Sunday or any holiday on which commercial banks in London, England are
closed for business.

     1.14  "Maturity Date" means the earlier of: (i) July 31, 2001 and
(ii) any earlier date upon which the principal balance outstanding
hereunder, together with all interest accrued thereon, shall become
immediately due and payable following an Event of Default, in accordance
with provisions of the Credit Agreement.

     1.15  "Note LIBO Rate" means the Adjusted LIBO Rate applicable to a
specific LIBO Rate Tranche selected by the Makers for a relevant Interest
Period, plus 175 basis points.

     1.16  "Note Prime Rate" means the Prime Rate applicable to the Prime
Rate Tranche.  The Note Prime Rate shall be increased or decreased
effective on any date on which the Prime Rate shall be increased or
decreased.

     1.17  "Prime Rate" means the annual rate of interest announced from
time to time by First Union National Bank, as its Prime Rate.  The Prime
Rate is a reference rate for the information and use of Lender in
establishing the actual rates to be charged to borrowers and is not
necessarily the lowest rate charged by Lender.  Should First Union National
Bank not publish a Prime Rate at any time during the term of this Note,
Lender, in its reasonable discretion, may choose a substitute Prime Rate. 
The rate of interest shall change automatically and immediately as of the
date of any change in the Prime Rate without notice to Borrower or any
endorser, surety or guarantor, if any.

     1.18  "Prime Rate Tranche" means a Tranche bearing interest at the
Note Prime Rate.

     1.19  "Regulation D" means Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor
thereto or other rule, regulation or official interpretation of said Board
of Governors relating to reserve requirements applicable to member banks of
the Federal Reserve System.

     1.20  "Required Lenders" has the meaning ascribed to such term in the
Credit Agreement.

     1.21  "Reserve Percentage" means the stated maximum rate (expressed
as a decimal) at which reserves are required to be maintained by Lender
during an Interest Period, including, without limitation (i) any basis,
supplemental, marginal, or emergency reserve under any regulations of any
governmental authority to which Lender is subject, (ii) any reserve
prescribed by the Board of Governors of the Federal Reserve System (or any
successor), including, without limitation, Regulation D, for determining
the maximum reserve requirement in respect of "Eurocurrency liabilities"
(or in respect of any other category of liabilities which includes deposits
by reference to which the LIBO Rate is determined).  Without limiting the
effect of the foregoing, the Reserve Percentage shall reflect any other
reserves required to be maintained by Lender under any regulation of any
governmental authority to which Lender is subject against (a) any category
of liabilities that include deposits with reference to which the LIBO Rate
is to be determined or (b) any category of extension of credit or other
assets that includes loans bearing interest at a rate based on the LIBO
Rate.  Each determination of the Reserve Percentage shall be made by Lender
and shall be conclusive and binding upon the Makers and Lenders absent
manifest error.

     1.22  "Security Documents" has the meaning ascribed to such terms in
the Credit Agreement.

     1.23  "Tranche" means any portion of the outstanding principal
balance under the Line of Credit Note bearing interest at the applicable
Note LIBO Rate for a specific Interest Period, as selected by the Makers in
accordance with Section 2.1, below, and any portion of the outstanding
principal balance under the Line of Credit Note which may from time to time
bear interest at the Note Prime Rate.

20   Selection and Calculation of Interest Rate.

     2.1   Provided that no Event of Default or circumstance which with
the passage of time or giving of notice would become an Event of Default
then exists under the Loan Documents, and provided there shall at no time
be permitted to exist more than four LIBO Rate Tranches with respect to the
total principal balance outstanding under the Line of Credit Note, the
Makers shall have the right to elect to have the Note LIBO Rate then in
effect for an Interest Period apply to a LIBO Rate Tranche, in accordance
with, and subject to the provisions of this Section 2.1.  To make an
election to have such Note LIBO Rate apply to any LIBO Rate Tranche, from
time to time, the Makers shall give to Lender irrevocable notice (a "Rate
Election Notice") not later than 11:00 a.m. (Ft. Lauderdale, Florida time)
at least three (3) Business Banking Days prior to the commencement date of
each such Interest Period, which Rate Election Notice shall be addressed as
follows, and shall be given in writing (by telecopy, hand delivery, or
overnight delivery service), in accordance with the provisions of Section
11.4 of the Credit Agreement:

           Dana Hunter, Vice President
           First Union National Bank
           5581 West Oakland Park Blvd., 2nd Floor
           Lauderhill, Florida 33313
           (954) 467-5543
           Fax: (954) 467-5557

Each such Rate Election Notice shall be in the form attached hereto as
Schedule 1 and shall specify: (i) the commencement day of the Interest
Period which shall be a Business Banking Day (and, with respect to any then
existing LIBO Rate Tranche, shall not be a date prior to the termination
date of such then existing LIBO Rate Tranche), (ii) the principal amount of
the LIBO Rate Tranche which shall be subject to the application of the Note
LIBO Rate, which shall be in a minimum amount of $2,000,000.00, and in
multiples of $100,000.00 and (iii) the applicable Interest Period which
shall apply to such LIBO Rate Tranche, provided, however, that no Interest
Period may extend beyond the Maturity Date.

     2.2   If Lender determines, absent manifest error, that the
maintenance of any Note LIBO Rate would violate any applicable law, rule,
regulation, or directive, whether or not having the force of law, of if
Lender determines that the interest rate applicable to the Note LIBO Rate
does not accurately reflect the cost of maintaining any LIBO Rate Tranche
subject to such rate, then, at the election of Lender, the Makers shall not
be entitled thereafter to select a Note LIBO Rate to be applicable to any
portions of the total outstanding principal balance under the Line of
Credit Note, and the interest rate applicable to all of the outstanding
principal balance under the Line of Credit Note then subject to the Note
LIBO Rate for any applicable Interest Period, shall, upon the expiration of
all such applicable Interest Periods, be converted to the Prime Rate.

     2.3   In the event that the Makers shall fail to provide a timely
Rate Election Notice for the election of the Note LIBO Rate to apply to any
Advance or to any LIBO Rate Tranche, as of the termination date of the
applicable Interest Period for such Tranche, then as the date of such
Advance, or as of such termination date of such LIBO Rate Tranche, as the
case may be, the Prime Rate shall apply to such Advance or LIBO Rate
Tranche until the next eligible effective date for which the Maker shall
have provided a timely Rate Election Notice, and such Advance or such
principal amount previously comprising a LIBO Rate Tranche, shall
thereafter be deemed to be included in the Prime Rate Tranche.

     2.4   Interest shall be calculated on the daily total outstanding
balance of all Advances of Loan Proceeds under the Line of Credit
Commitment, as such Advances are evidenced by the Line of Credit Note, as
follows: (i) interest shall accrue on each LIBO Rate Tranche, commencing
with the effective date for each such LIBO Rate Tranche, at the applicable
Note LIBO Rate for the applicable Interest Period and (ii) interest shall
accrue on the Prime Rate Tranche, which shall comprise all of the
outstanding principal balance under this Note not otherwise subject to a
LIBO Rate Tranche, at the Note Prime Rate, changing when and as the Prime
Rate changes.  Interest shall be computed through and including the date of
any payment and shall be calculated for actual days elapsed on the basis of
a 360 day year (i.e. interest for each day on which any principal is
outstanding shall be calculated at the applicable interest rate described
above, divided by 360).

30   Payment of Interest and Principal.

     3.1   Interest, calculated as above provided, shall be due and
payable by the Makers to Lender, subject to the provisions of Section 3.7
hereof, on the first Business Banking Day of the first calendar month
immediately following the Advance of Loan Proceeds under the Line of Credit
Commitment and continuing on the first day of each month thereafter until
the Maturity Date.

     3.2   The total outstanding principal balance under the Line of
Credit Note and all accrued but unpaid interest shall be fully due and
payable on the Maturity Date.

     3.3   All payments of principal and interest under the Line of Credit
Note shall be made in lawful money of the United States which shall be
legal tender in payment of all debts, public and private, at the time of
payment.

     3.4   The Line of Credit Note may be prepaid in whole or in part at
any time and from time to time, without penalty or premium, provided:
(i) any such prepayment shall be preceded by at least three (3) Business
Banking Days' prior written notice to Lender and (ii) any such prepayment
shall be accompanied by accrued interest to the date of prepayment and any
other obligations and payments then due under the terms of the Line of
Credit Note.  If the Makers shall make a payment or prepayment of all or
any portion of the principal amount outstanding then subject to a LIBO Rate
Tranche, prior to the applicable termination date thereof (including,
without limitation, upon the acceleration of the Maturity Date following an
Event of Default), or the Makers shall attempt to rescind a Rate Election
Notice for a specified LIBO Rate Tranche, after the Makers have submitted
such Rate Election Notice to Lender, then, within three (3) Business
Banking Days following written notice from Lender, the Makers shall pay to
Lender the amount of any loss or cost incurred by Lender resulting
therefrom, including, without limitation, any loss or cost resulting from
the liquidation or re-employment of deposits required to fund or maintain
the subject LIBO Rate Tranche, not to exceed the amount of interest which
would have been earned on the amount prepaid for the balance of the subject
Interest Period, at a rate equal to the difference, not less than zero, of
the LIBO Rate as of the first day of the Interest Period less the LIBO Rate
as of the date of such prepayment, for a corresponding Interest Period
commencing on the date of such prepayment.  The obligations of the Makers
under this section shall survive payment of this Note.

     3.5   Prior to the Maturity Date, the Makers may borrow, repay and
reborrow hereunder, in accordance with the terms of the Credit Agreement. 
The Makers shall repay the outstanding balances under the Line of Credit
Note at least once each Loan Year, provided, however, that the Makers
shall, at no point, repay the outstanding balances under this Note to the
extent that there shall be less than One Thousand Dollars and no/100
($1,000.00) outstanding thereunder at any time, and shall not reborrow
under the Line of Credit Commitment for a period of at least thirty (30)
days after such repayment (a "Cleanup Repayment").  Notwithstanding the
foregoing, however, the Maker shall be entitled to forego such Cleanup
Repayment for one Loan Year, provided, however, that the Maker shall not be
entitled to make any Distributions (as defined in the Credit Agreement)
during the Loan Year following the Loan Year as to which the Makers shall
have failed to make a Cleanup Repayment, until the Makers shall make a
Cleanup Repayment.

     3.6   All payments of principal and interest under the Line of Credit
Note shall be made in immediately available funds by 11:00 a.m. (Ft.
Lauderdale, Florida time) on a Business Banking Day, to Lender, at the
office of Lender at First Union National Bank, 301 South College Street,
TW-6, Charlotte, North Carolina 28288-0166, Attention:Jane Hurley, or by
wire to ABA #053000219, Account No.465906 0010352, Reference "Arvida,"
Attention: Jane Hurley, or at such other place as Lender may instruct.  Any
payments of principal or interest made after 11:00 a.m. (Ft. Lauderdale,
Florida time) shall be deemed to be payments made on the next following
Business Banking Day, for all purposes, hereof, including, without
limitation, the accrual of interest.  Should any payment under the Line of
Credit Note become due and payable on a day other than a Business Banking
Day, the maturity thereof shall be extended to the next succeeding Business
Banking Day, and, in the case of any payment of principal, interest shall
be payable thereon as calculated pursuant hereto, for each Business Banking
Day such principal is outstanding (provided, however, any payment of
principal received on any Business Banking Day by 11:00 a.m. (Ft.
Lauderdale, Florida time) shall not be deemed to be outstanding on such
Business Banking Day).

     3.7   Notwithstanding anything to the contrary set forth herein,
Lender shall provide the Makers with written notice prior to the first
Business Banking Day of each month of the interest installment with respect
to the Line of Credit Note which is due and payable on such first Business
Banking Day of such month.  With respect to each such monthly installment
of interest, Lender hereby grants to the Makers a grace period for the
payment of same, which shall extend to the later of: (a) the fifteenth
(15th) day of the month or (b) if the Makers shall not have received
written notice of the monthly interest installment from Lender, prior to
the first Business Banking Day of any month and the Makers shall have
provided written notice to Lender, no later than such first Business
Banking Day of the month, of such Lender's failure to provide the Makers
with written notice of such interest installment, then, the date fifteen
(15) days from receipt by the Makers of such written notice of the monthly
interest installment.  If Lender shall not receive written notice from the
Makers on or before the first Business Banking Day of a month, of Lender's
failure to provide written notice of an interest installment, then, for all
purposes of this Note, notwithstanding that the Makers may later request
such written notice of such interest installment, such grace period shall
extend to no later than the fifteenth (15th) day of such month.

     3.8   Any payment required to be paid by the Line of Credit Note, the
Loan Documents or the Credit Agreement, with the exception of interest and
principal, shall be due and payable no later than fifteen (15) days from
receipt by the Makers from Lender of written notice of the required
payment.

     3.9   Provided Lender has not exercised its right to accelerate the
Line of Credit Note as provided in the Line of Credit Note, the Credit
Agreement or the other Loan Documents: (a) in the event any payment of
principal required under the Line of Credit Note, either pursuant to the
terms hereof or the terms of the Credit Agreement, is not received by
Lender by the fifteenth (15th) day following the day on which such payment
is due, the Makers shall pay to Lender,  a late charge of five percent (5%)
of the payment not so received, the parties agreeing that said charge is a
fair and reasonable charge for the late payment and shall not be deemed a
penalty or as compounding interest, and (b) in the event any scheduled
payment of interest required under the Line of Credit Note is not received
by Lender by the later of (i) fifteen (15) days from receipt by the Makers
of written notice of the monthly interest installment and (ii) the
fifteenth (15th) day of such month, the Makers shall pay to Lender a late
charge of five percent (5%) of the payment not so received, the parties
agreeing that said charge is a fair and reasonable charge for the late
payment and shall not be deemed a penalty or as compounding interest. 
Further, if any payment required to be paid by the Line of Credit Note, the
Credit Agreement or the other Loan Documents, with the exception of
interest and principal, is not paid within fifteen (15) days from receipt
by the Makers from Lender of written notice of the required payment, the
Makers shall pay to Lender, for the account of Lender a late charge of five
percent (5%) of the payment not so received, the parties agreeing that said
charge is a fair and reasonable charge for the late payment and shall not
be deemed a penalty or as compounding interest.

40   Collateral Security.  This Note is issued pursuant to the Credit
Agreement.  This Note is secured by the Credit Agreement, the Security
Documents and the other Loan Documents, as same may be amended through the
date hereof.  Reference is hereby made to the Credit Agreement, the
Security Documents and the other Loan Documents for a description of Events
of Default and rights of acceleration of the Maturity Date upon the
occurrence of an Event of Default.  It is expressly agreed that all of the
covenants, conditions and agreements contained in the Credit Agreement, the
Security Documents and the other Loan Documents are made a part of this
Note.

50   Events of Default.

     5.1   Upon the occurrence of an Event of Default, Lender may declare
the entire amount of this Note, including the principal balance then
outstanding thereunder, together with all interest accrued thereon, to be
immediately due and payable, without notice, (the Makers hereby expressly
waive notice of such Event of Default), time being of the essence of this
Note.  Any Event of Default under this Note shall be an Event of Default
under all other Loan Documents and an Event of Default under any other Loan
Document shall be an Event of Default under this Note.

     5.2   In the event Lender accelerates this Note as herein provided or
the full amount of outstanding principal and interest under this Note is
not fully repaid to Lender for the account of Lender on or before the
Maturity Date, then the entire unpaid principal balance under the Note,
together with all interest accrued thereon, shall bear interest from the
date of an Event of Default or from the Maturity Date, respectively, at the
Default Rate.  Any late charge paid by the Makers shall be applied to the
interest charged at the Default Rate after acceleration of this Note.

     5.3   The remedies of Lender, as provided herein, or in the Security
Documents, the other Loan Documents or Credit Agreement shall be cumulative
and concurrent and may be pursued singularly, successively or together, by
Lender in accordance with the terms of the Credit Agreement, and may be
exercised as often as the occasion therefor shall arise.  Notwithstanding
anything herein seemingly to the contrary Lender shall not take any action,
including, without limitation, in connection with the enforcement of any of
its rights under this Note, the Credit Agreement or other Loan Documents,
unless such action is consistent with the action taken by Lender with
respect to all of this Note and in accordance with the provisions of the
Credit Agreement.

60   Usury.  Nothing herein contained, nor in any instrument or
transaction related hereto, shall be construed or so operate as to require
the Makers, or any person liable for the payment of the Loan evidenced by
this Note to pay interest in an amount or at a rate greater than the
highest non-usurious rate permissible under applicable law as amended from
time to time.  Should any interest or other charges paid by the Makers, or
any party liable for the payment of the Loan evidenced by this Note, result
in the computation or earning of interest in excess of the highest non-
usurious rate permissible under applicable law, then any and all such
excess shall be and the same is hereby waived by Lender, and all such
excess shall be paid by Lender to the Makers or to any party liable for the
payment of the Loan evidenced by this Note, it being the intent of the
parties hereto that under no circumstances shall the Makers or any party
liable for the payment of the Loan hereunder, be required to pay interest
in excess of the highest non-usurious rate permissible under applicable law
as amended from time to time.  By operation of Section 687.12, Florida
Statutes (1996), the interest rate charged under this Note is authorized by
Chapters 658, 665 and 687, Florida Statutes (1996) and applicable federal
law.

70   Waivers/Miscellaneous Matters.

     7.1   This Note is to be construed according to the applicable laws
of the State of Florida and the United States of America.  Any action
brought upon the enforcement of this Note is hereby authorized to be
instituted and prosecuted in Broward County, Florida, or at the United
States District Court for the Southern District of Florida, at the election
of Lender, subject to and in accordance with the terms of the Credit
Agreement.

     7.2   This Note may not be changed orally, but only by an agreement
in writing, signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.

     7.3   Each maker, endorser and guarantor or any person, firm or
corporation becoming liable under this Note hereby consents to any
extension or renewal of this Note or any part thereof, without notice, and
agrees that it will remain liable under this Note during any extension or
renewal thereof, until the indebtedness evidenced hereby and thereby is
paid in full.

     7.4   Notwithstanding anything to the contrary herein or in the
Credit Agreement, the Security Documents or other Loan Documents (or any
instruments or certificates executed or delivered in connection therewith
at any time or times), neither any present or future constituent partner
(as hereinafter defined) in, or agent of, any of the Makers, nor any
shareholder, member, officer, manager, director, employee, trustee,
beneficiary or agent of any corporation or other entity that is or becomes
a constituent partner in any of the Makers shall be personally liable,
directly or indirectly (and Lender shall not have any recourse against any
property or assets of any such constituent partner or other person or
entity) under or in connection with this Note,  the Credit Agreement, the
Security Documents, the other Loan Documents, the Loans, or any instruments
securing or otherwise executed in connection therewith, or any certificate
delivered in connection therewith, or any amendments or modifications to
any of the foregoing made at any time or times, heretofore or hereafter
(such persons as described in this sentence being herein collectively
referred to as "Non-Recourse Persons"), provided, however, Non-Recourse
Persons shall not include any Maker or any Subsidiary of a Maker that would
otherwise be liable as a general partner in a Maker. The recourse of Lender
and its successors and assignees under or in connection with this Note, the
Security Documents, the Credit Agreement, the other Loan Documents, the
Loans and such instruments and certificates, and any such amendments or
modifications, shall be limited to the assets of the Makers, and Lender and
its successors and assignees waive and do hereby waive any such personal
liability against any such Non-Recourse Persons.  For the purposes of this
Note, the Security Documents, the Credit Agreement and each other Loan
Document and any such instruments and certificates and any such amendments
or modifications, neither the negative capital account of a constituent
partner in any Maker, nor any obligation of any constituent partner in any
Maker to restore a negative capital account or to advance or contribute
capital to any Maker or any other constituent partner in any Maker shall be
deemed to be the property or the asset of any Maker or any such other
constituent partner (and neither Lender nor any of its successors or
assignees shall have any right to collect, enforce or proceed against or
with respect to any such negative capital account or partner's obligation
to restore, advance or contribute).  As used in this section, the term
"constituent partner" means any direct partner in any Maker, and any person
or entity that is a partner in any partnership that, directly or indirectly
through one or more other partnerships, is a partner in any Maker.

     7.5   Time is of the essence hereof with regard to the performance
and observance of all of the terms, provisions and conditions hereof on the
part of the Makers to be observed and/or performed.

     7.6   All sums received by Lender for application to this Note shall
be applied by Lender in the manner set forth in Section 2.8 of the Credit
Agreement.

     7.7   The Makers are strictly liable for and hereby agree to pay or
reimburse  Lender for, and hold it harmless from and against all of its
reasonable third party costs and expenses incurred in connection with the
collection or enforcement of, or the preservation of any rights under, this
Note, the Credit Agreement or other Loan Documents, including, without
limitation, the reasonable fees and disbursements of counsel for Lender,
including attorneys' fees out of court, in trial, on appeal, in bankruptcy
proceedings or otherwise.  The Makers shall pay all such amounts in
accordance with the terms of the Credit Agreement, and until repaid, such
sums shall bear interest at the Default Rate.

     7.8   All notices and like communications required or permitted to be
given pursuant to the provisions of this Note shall be given in accordance
with the notice provisions of Section 11.4 of the Credit Agreement.

     7.9   As used herein, the terms "Makers," "Agent" and "Lender" shall
be deemed to include their respective successors and assigns.

     7.10  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 one or more of the
provisions of this Note operates or would prospectively operate to
invalidate this Note, then in any of those events, only such provision or
provisions shall be deemed null and void and shall not effect any other
provision of this Note.  The remaining provisions of this Note shall remain
operative and in full force and effect and in shall no way be affected,
prejudiced or disturbed thereby.  In the event any provisions of this Note
is inconsistent with any provisions of the Credit Agreement, the Security
Documents or other Loan Documents, or any other agreements or documents
executed in connection with this Note, this Note shall control.

     7.11  It is expressly understood and agreed that Lender shall not be
construed for any purposes, to be the partner, joint venturer, principal or
associate of the Makers or any of them or any person or party claiming by,
through or under the Makers or any of them in the conduct of their
respective businesses.

     7.12  The undersigned Makers and any endorsers, sureties, guarantors
and all others who are or may become liable for the payment hereof (a)
severally waive presentment for payment, demand, notice of demand, notice
of nonpayment or dishonor, protest and notice of protest of this Note, and
all other notices in connection with the delivery, acceptance, performance
or enforcement of the payment of this Note, (b) expressly consent to all
extensions of time, renewals, postponements of time of payment of this Note
or other modifications from time to time prior to or after the Maturity
Date, without notice, consent or consideration to any of the foregoing, (c)
expressly agree to any substitution, exchange, addition or release of any
of the other Loan Documents or the addition or release of any party or
person primarily or secondarily liable hereon, (d) expressly agree that
Lender shall not be required first to institute any suit, or to exhaust
their remedies against the Makers or any other person or party to become
liable hereunder or against the other Loan Documents in order to enforce
the payment of this Note, and (e) expressly agree that, notwithstanding the
occurrence of any of the foregoing, they shall be and remain, jointly and
severally, directly liable for all sums due under this Note and the other
Loan Documents subject to the terms and conditions hereof and thereof.

     7.13  Lender shall not be deemed, by any act of omission or
commission, to have waived any of their rights or remedies hereunder unless
such waiver is in writing given in accordance with the terms of the Credit
Agreement, and then only to the extent specifically set forth in the
writing.  A waiver with reference to one event shall not be construed as
continuing or as a bar to or waiver of any right or remedy as to a
subsequent event.

     7.14  Neither this Note nor any provision hereof or thereof may be
changed or terminated orally, but only by an instrument in writing signed
by the party against whom enforcement of the change or termination is
sought.

     7.15  Failure to accelerate this Note after an Event of Default, or
the acceptance of a past due installment, shall not be construed as a
novation of the contract or a waiver of the right of Lender to thereafter
insist upon strict compliance with the terms of this Note without previous
notice of such intention being given to the Makers.

     7.16  Notwithstanding anything to the contrary in this Note, the
Credit Agreement, the Security Documents or other Loan Documents, the
maximum liability of any Maker other than Arvida/JMB Partners, L.P. (herein
a "Maker Subsidiary" or "Maker Affiliate") for the Obligations created,
evidenced and secured thereby and hereby shall not exceed the maximum
amount, as such maximum amount shall be determined by a court of competent
jurisdiction of any such Maker Subsidiary's or Maker Affiliate's liability
therefor which may be incurred without rendering the Obligations, as they
relate to such Maker Subsidiary or Maker Affiliate, voidable as a
fraudulent conveyance or fraudulent transfer under the Bankruptcy Code or
under any other present or future federal or state laws or statutes
relating to bankruptcy, insolvency, assignment for the benefit of creditors
or other relief for debtors, including, without limitation, the Uniform
Fraudulent Transfer Act or the Uniform Fraudulent Conveyance Act, as in
effect in any jurisdiction wherein any such Maker Subsidiary's or Maker
Affiliate's Solvency (as defined in the Credit Agreement) is subject to
determination.  For purposes of determining such liability of any Maker
Subsidiary or Maker Affiliate, due consideration shall be given to the
benefits received, directly or indirectly, by such Maker Subsidiary or
Maker Affiliate from the Loans (as defined in the Credit Agreement) made
pursuant to the Commitments (as defined in the Credit Agreement).

     7.17  The section headings of this Note are for reference purposes
only and are to be given no effect in the construction or interpretation of
this Note.

     THE MAKERS AND LENDER BY ITS ACCEPTANCE HEREOF HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM 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  OR THE CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY MAKERS OR LENDER.

                        SIGNATURE PAGES FOLLOW



<PAGE>


     IN WITNESS WHEREOF, the undersigned Makers have executed this Note on
the date set forth above.

                            MAKERS:

                            ARVIDA/JMB PARTNERS, L.P.,
                            a Delaware limited partnership

                            By:   ARVIDA/JMB MANAGERS, INC.,
                                  a Delaware corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            THE AOK GROUP,
                            a Florida general partnership

                            By:   ARVIDA/JMB PARTNERS, L.P.,
                                  a Delaware limited partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation, its
                                       sole general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]

                            By:   ARVIDA/JMB PARTNERS,
                                  a Florida general partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation,
                                       a general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            METRODRAMA JOINT VENTURE,
                            a Florida general partnership

                            By:   ARVIDA/JMB PARTNERS, L.P.,
                                  a Delaware limited partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation, its
                                       sole general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]

                            By:   ARVIDA/JMB PARTNERS, a
                                  Florida general partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation,
                                       a general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            ARVIDA/JMB PARTNERS,
                            a Florida general partnership

                            By:   ARVIDA/JMB MANAGERS, INC.,
                                  a Delaware corporation,
                                  a general partner

                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            ARVIDA GRAND BAY LIMITED PARTNERSHIP-IV,
                            a Delaware limited partnership

                            By:   ARVIDA GRAND BAY MANAGERS, INC.,
                                  a Delaware corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            GULF AND PACIFIC COMMUNICATIONS
                            LIMITED PARTNERSHIP,
                            a Delaware limited partnership

                            By:   PACIFIC PROPERTIES, INC.,
                                  an Illinois corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            WESTON HILLS COUNTRY CLUB LIMITED
                            PARTNERSHIP,
                            a Delaware limited partnership

                            By:   WHCC, INC.,
                                  an Illinois corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            SOUTHEAST FLORIDA HOLDINGS, INC.,
                            an Illinois corporation


                            By:        
                                  Stephen A. Lovelette,
                                  Vice President

                                                       [CORPORATE SEAL]










MIA3-517167.2


<PAGE>


                                                                       


NOTE:THIS CONSOLIDATED AND RESTATED PROMISSORY NOTE IS A RENEWAL,
CONSOLIDATION AND RESTATEMENT OF:  (i) THAT CERTAIN DEMAND NOTE LETTER OF
CREDIT LINE PROMISSORY NOTE DATED JULY 31, 1997 IN FAVOR OF BARNETT BANK,
N.A. IN THE ORIGINAL PRINCIPAL AMOUNT OF ONE MILLION EIGHT HUNDRED SEVENTY-
FIVE THOUSAND DOLLARS ($1,875,000) ("$1,875,000 Note") HAVING A PRESENT
UNFUNDED AVAILABILITY OF $1,875,000, A COPY OF WHICH IS ATTACHED HERETO AND
MADE A PART HEREOF; (ii) THAT CERTAIN DEMAND NOTE LETTER OF CREDIT LINE
PROMISSORY NOTE DATED JULY 31, 1997 IN FAVOR OF FIRST UNION NATIONAL BANK
IN THE ORIGINAL PRINCIPAL AMOUNT OF ONE MILLION SEVEN HUNDRED FIFTY
THOUSAND DOLLARS ($1,750,000) ("$1,750,000 Note") HAVING A PRESENT UNFUNDED
AVAILABILITY OF $1,750,000, A COPY OF WHICH IS ATTACHED HERETO AND MADE A
PART HEREOF; (iii) THAT CERTAIN DEMAND NOTE LETTER OF CREDIT LINE
PROMISSORY NOTE DATED JULY 31, 1997 IN FAVOR OF BANKBOSTON, N.A.  IN THE
ORIGINAL PRINCIPAL AMOUNT OF SEVEN HUNDRED FIFTY THOUSAND DOLLARS
($750,000) ("$750,000 Note") HAVING A PRESENT UNFUNDED AVAILABILITY OF
$750,000, A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF; and
(iv) THAT CERTAIN DEMAND NOTE LETTER OF CREDIT LINE PROMISSORY NOTE DATED
JULY 31, 1997 IN FAVOR OF BANK UNITED IN THE ORIGINAL PRINCIPAL AMOUNT OF
SIX HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($625,000) ("$625,000 Note")
HAVING A PRESENT UNFUNDED AVAILABILITY OF $625,000, A COPY OF WHICH IS
ATTACHED HERETO AND MADE A PART HEREOF (collectively, "Notes").

     THE $1,875,000 NOTE, THE $750,000 NOTE AND THE $625,000 NOTE HAVE
BEEN ASSIGNED TO FIRST UNION NATIONAL BANK BY THE HOLDERS THEREOF
IMMEDIATELY PRIOR TO THE EXECUTION HEREOF. 

     DOCUMENTARY STAMPS AND/OR INTANGIBLE TAXES IN THE AMOUNT REQUIRED BY
LAW WERE PAID ON THE FULL FACE AMOUNT OF THE NOTES AT THE TIME OF THE
RECORDING OF THAT CERTAIN MORTGAGE AND SECURITY AGREEMENT IN OFFICIAL
RECORDS BOOK 26802, PAGE 888 OF THE PUBLIC RECORDS OF BROWARD COUNTY,
FLORIDA.  THE NOTES ARE BEING RENEWED, CONSOLIDATED AND RESTATED BASED ON
THE PRESENT UNFUNDED AVAILABILITY WITHOUT ENLARGEMENT THEREOF.  NO
ADDITIONAL DOCUMENTARY STAMPS OR INTANGIBLE TAXES ARE DUE.  







<PAGE>


                 CONSOLIDATED AND RESTATED DEMAND NOTE
                 LETTER OF CREDIT LINE PROMISSORY NOTE


     THIS CONSOLIDATED AND RESTATED DEMAND NOTE LETTER OF CREDIT LINE
PROMISSORY NOTE ("CONSOLIDATED AND RESTATED DEMAND NOTE") executed by
Arvida/JMB Partners, L.P., a Delaware limited partnership, Arvida/JMB
Partners, a Florida general partnership, Arvida Grand Bay Limited
Partnership IV, a Delaware limited partnership, The AOK Group, a Florida
general partnership, Metrodrama Joint Venture, a Florida general
partnership, Southeast Florida Holdings, Inc., an Illinois corporation,
Gulf and Pacific Communications Limited Partnership, a Delaware limited
partnership, and Weston Hills Country Club Limited Partnership, a Delaware
limited partnership (jointly and severally, the "Borrowers"), all having an
office at 900 North Michigan Avenue, Chicago, Illinois 60611, in favor of
First Union National Bank ("Lender"), having an address of  5581 West
Oakland Park Boulevard, 2nd Floor, Lauderhill, Florida 33313.

     1.    RENEWAL AND CONSOLIDATION.  The indebtedness evidenced by this
Consolidated and Restated Demand Note Letter of Credit Line Promissory Note
renews and consolidates the aggregate outstanding principal indebtedness
evidenced by the following promissory notes all executed by Borrowers:  (i)
that certain Demand Note Letter of Credit Line Promissory Note dated July
31, 1997 in the original principal amount of ONE MILLION EIGHT HUNDRED
SEVENTY-FIVE THOUSAND DOLLARS ($1,875,000) ("$1,875,000 Note") in favor of
Barnett Bank, N.A.; (ii) that certain Demand Note Letter of Credit Line
Promissory Note dated July 31, 1997 in the original principal amount of ONE
MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($1,750,000) ("$1,750,000
Note") in favor of First Union National Bank; (iii) that certain Demand
Note Letter of Credit Line Promissory Note dated July 31, 1997 in the
original principal amount of SEVEN HUNDRED FIFTY THOUSAND DOLLARS
($750,000) ("$750,000 Note") in favor of BankBoston, N.A.; and  (iv) that
certain Demand Note Letter of Credit Line Promissory Note dated July 31,
1997 in the original principal amount of SIX HUNDRED TWENTY-FIVE THOUSAND
DOLLARS  ($625,000) ("$625,000 Note") in favor of Bank United. The
$1,875,000 Note, the $750,000 Note and the $625,000 Note have been assigned
to Lender by the holders thereby immediately prior to the execution hereof.

The current principal balance outstanding under the $1,875,000 Note being
renewed and consolidated hereby is $0 (and the current unfunded
availability is $1,875,000), the current principal balance outstanding
under the $1,750,000 Note being renewed and consolidated hereby is $0 (and
the current unfunded availability is $1,750,000), and the current principal
balance outstanding under the $750,000 Note being renewed and consolidated
hereby is $0 (and the current unfunded availability is $750,000), and the
current principal balance outstanding under the $625,000  Note being
renewed hereby is $0 (and the current unfunded availability is $625,000). 
This Consolidated and Restated Demand Note consolidates the $1,875,000
Note, the $1,750,000 Note, the $750,000 Note and the $625,000 Note and
amends, replaces and supersedes same, without enlargement thereof. 
Accordingly, the combined outstanding unfunded availability being renewed
and consolidated and evidenced by this Consolidated and Restated Demand
Note is $5,000,000.  This Consolidated and Restated Demand Note is intended
to consolidate a single consolidated indebtedness of $5,000,000 to be
repaid with interest as hereinafter provided. 

     2.    RESTATEMENT.  This Consolidated and Restated Demand Note
restates the $1,875,000 Note, the $1,750,000 Note, the $750,000 Note and
the $625,000 Note as follows, it being the intention to restate and
continue the obligations evidenced thereunder as also consolidated hereby,
without enlargement.  It is the intention of Lender and Borrowers that
while this Consolidated and Restated Demand Note consolidates, amends,
replaces and supersedes the $1,875,000 Note, the $1,750,000 Note, the
$750,000 Note and the $625,000 Note, it is not in payment or satisfaction
of the $1,875,000 Note, the $1,750,000 Note, the $750,000 Note or the
$625,000 Note, but rather is the substitution of evidences of debt without
any intent to extinguish the old.  Should there be any conflict between any
of the terms of the $1,875,000 Note, the $1,750,000 Note, the $750,000 Note
or the $625,000 Note, and the terms of this Consolidated and Restated
Demand Note, the terms of this Consolidated and Restated Demand Note shall
control.  The $1,875,000 Note, the $1,750,000 Note, the $750,000 and the
$625,000 Note are attached hereto and shall only be negotiated with this
Consolidated and Restated Demand Note.  The $1,875,000 Note, the $1,750,000
Note, the $750,000 and the $625,000 Note are consolidated, amended and
renewed to read in their entirety as follows:

 



                  THIS SPACE INTENTIONALLY LEFT BLANK



<PAGE>


THE TAX HAS BEEN PAID AND THE PROPER DOCUMENTARY STAMPS HAVE BEEN AFFIXED
TO THE MORTGAGE AND SECURITY AGREEMENT SECURING THIS PROMISSORY NOTE.  NON-
RECURRING INTANGIBLE TAXES SHALL BE PAID AT THE TIME OF EACH ADVANCE, ON
SUCH ADVANCE.

                              DEMAND NOTE
                         LETTER OF CREDIT LINE

$5,000,000                                      Effective Date:
September 1, 1998

     FOR VALUE RECEIVED, the undersigned, Arvida/JMB Partners, L.P., a
Delaware limited partnership, Arvida/JMB Partners, a Florida general
partnership, Arvida Grand Bay Limited Partnership IV, a Delaware limited
partnership, The AOK Group, a Florida general partnership, Metrodrama Joint
Venture, a Florida general partnership, Southeast Florida Holdings, Inc.,
an Illinois corporation, Gulf and Pacific Communications Limited
Partnership, a Delaware limited partnership, and Weston Hills Country Club
Limited Partnership, a Delaware limited partnership, all having an office
at 900 N. Michigan Avenue, Chicago, Illinois 60611 (hereinafter
collectively referred to as the "Makers"), jointly and severally promise to
pay to the order of First Union National Bank, a national banking
association, its successors or assigns (the "Lender" or "Agent," "Agent"
having the meaning ascribed to it in the Amendment to Credit Agreement of
even date), the principal sum of FIVE MILLION DOLLARS ($5,000,000), or all
sums as may be advanced under the Letter of Credit Commitment, pursuant to
and in accordance with the Credit Agreement, together with interest on the
principal balance of this Note outstanding from time to time, as same shall
accrue thereon in accordance with the terms hereof, but not to exceed the
maximum non-usurious rate permitted by law.

10   Definitions.  Capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.  In
addition to capitalized terms defined elsewhere herein, the following
capitalized terms shall have the meanings ascribed to them as follows:

     1.1   "Business Banking Day" means a day that is not a Saturday, a
Sunday, or a day on which Lender is closed pursuant to authorization or
requirement of law.

     1.2   "Credit Agreement" means the Credit Agreement dated July 31,
1997 between Lender and Borrower (among others), as amended of even date
herewith, as the same may be amended, supplemented, restated, replaced or
otherwise modified from time to time.

     1.3   "Default Rate" means the lesser of: (i) five percent (5%) above
the Note Prime Rate and (ii) the maximum non-usurious rate permitted under
applicable law, provided the maximum interest rate shall never be more then
twenty-four and 99/100 percent (24.99%).
     1.4   "Event of Default" has the meaning ascribed to such term in the
Credit Agreement.

     1.5   "Letter of Credit Commitment" has the meaning ascribed to such
term in the Credit Agreement.

     1.6   "Letter of Credit Note" or "Note" means this Note, as same may
be amended, supplemented, renewed, restated, replaced or otherwise modified
from time to time.

     1.7   "Loan Documents" has the meaning described to such term in the
Credit Agreement.

     1.8   "Prime Rate" means the annual rate of interest announced from
time to time by First Union National Bank as its Prime Rate.  The Prime
Rate is a reference rate for the information and use of Lender in
establishing the actual rates to be charged to borrowers and is not
necessarily the lowest rate charged by Lender.  Should First Union National
Bank not publish a Prime Rate at any time during the term of this Note,
Lender, in its reasonable discretion, may choose a substitute Prime Rate. 
The rate of interest shall change automatically and immediately as of the
date of any change in the Prime Rate without notice to Borrower or any
endorser, surety or guarantor, if any.

     1.9   "Required Lenders" has the meaning ascribed to such term in the
Credit Agreement.

     1.10  "Security Documents" has the meaning ascribed to such terms in
the Credit Agreement.

20   Payment of Interest and Principal.

     2.1   The Maker shall pay to Lender the entire principal balance of
all Advances outstanding under the Letter of Credit Note, together with all
interest accrued thereon, at the Prime Rate, not later than three (3)
Business Banking Days following receipt of demand therefor, from Lender. 
The failure of the Makers to make such payment at such time shall
constitute an Event of Default hereunder and under the Credit Agreement,
and thereafter interest shall accrue on the entire principal balance
outstanding under the Letter of Credit Note, at the Default Rate.

     2.2   All payments of principal and interest under the Letter of
Credit Note shall be made in lawful money of the United States which shall
be legal tender in payment of all debts, public and private, at the time of
payment.

     2.3   All payments of principal and interest under the Letter of
Credit Note shall be made in immediately available funds by 11:00 a.m. (Ft.
Lauderdale, Florida time) on a Business Banking Day to Lender, at the
office of Lender at First Union National Bank, 301 South College Street,
TW-6, Charlotte, North Carolina 28288-0166, Attention: Jane Hurley, or by
wire to ABA #053000219, Account No.465906 0010352, Reference "Arvida,"
Attention: Jane Hurley, or at such other place as Lender may instruct.  Any
payments of principal or interest made after 11:00 a.m. (Ft. Lauderdale,
Florida time) shall be deemed to be payments made on the next following
Business Banking Day, for all purposes, hereof, including, without
limitation, the accrual of interest.  Should any payment under the Letter
of Credit Note become due and payable on a day other than a Business
Banking Day, the maturity thereof shall be extended to the next succeeding
Business Banking Day, and, in the case of any payment of principal,
interest shall be payable thereon as calculated pursuant hereto, for each
Business Banking Day such principal is outstanding (provided, however, any
payment of principal received on any Business Banking Day by 11:00 a.m.
(Ft. Lauderdale, Florida time) shall not be deemed to be outstanding on
such Business Banking Day).

30   Collateral Security.  This Note is issued pursuant to the Credit
Agreement.  This Note is secured by the Credit Agreement, the Security
Documents and the other Loan Documents, as amended of even date.  Reference
is hereby made to the Credit Agreement, the Security Documents and the
other Loan Documents for a description of Events of Default and rights of
acceleration of the Maturity Date upon the occurrence of an Event of
Default.  It is expressly agreed that all of the covenants, conditions and
agreements contained in the Credit Agreement, the Security Documents and
the other Loan Documents are made a part of this Notes.  The Letter of
Credit Commitment expires July 31, 2001, at which time, the Makers shall
either (i) cause all underlying Letters of Credit to be returned and
cancelled or (ii) if not previously paid to Lender, pay to Lender Cash
Collateral (as defined in the Credit Agreement) in an amount equal to the
maximum amount of all outstanding Letters of Credit.

40   Events of Default.  The remedies of Lender, as provided herein, or in
the Security Documents, the other Loan Documents or Credit Agreement shall
be cumulative and concurrent and may be pursued singularly, successively or
together, by Lender in accordance with the terms of the Credit Agreement,
and may be exercised as often as the occasion therefor shall arise. 
Notwithstanding anything herein seemingly to the contrary, Lender shall not
take any action, including, without limitation, in connection with the
enforcement of any of their rights under the Letter of Credit Note, the
Credit Agreement or other Loan Documents, unless such action is consistent
with the action taken by Lender with respect to all of the Letter of Credit
Note and in accordance with the provisions of the Credit Agreement.

50   Usury.  Nothing herein contained, nor in any instrument or
transaction related hereto, shall be construed or so operate as to require
the Makers, or any person liable for the payment of the Loan evidenced by
the Letter of Credit Note, to pay interest in an amount or at a rate
greater than the highest non-usurious rate permissible under applicable law
as amended from time to time.  Should any interest or other charges paid by
the Makers, or any party liable for the payment of the Loan evidenced by
the Letter of Credit Note, result in the computation or earning of interest
in excess of the highest non-usurious rate permissible under applicable
law, then any and all such excess shall be and the same is hereby waived by
Lender, and all such excess shall be paid by Lender to the Makers or to any
party liable for the payment of the Loan evidenced by the Letter of Credit
Note, it being the intent of the parties hereto that under no circumstances
shall the Makers or any party liable for the payment of the Loan hereunder,
be required to pay interest in excess of the highest non-usurious rate
permissible under applicable law as amended from time to time.  By
operation of Section 687.12, Florida Statutes (1996), the interest rate
charged under the Letter of Credit Note is authorized by Chapters 658, 665
and 687, Florida Statutes (1996) and applicable federal law.

60   Waivers/Miscellaneous Matters.

     6.1   This Letter of Credit Note is to be construed according to the
applicable laws of the State of Florida and the United States of America. 
Any action brought upon the enforcement of this Note is hereby authorized
to be instituted and prosecuted in Broward County, Florida, or at the
United States District Court for the Southern District of Florida, at the
election of Lender, subject to and in accordance with the terms of the
Credit Agreement.

     6.2   This Letter of Credit Note may not be changed orally, but only
by an agreement in writing, signed by the party against whom enforcement of
any waiver, change, modification or discharge is sought.

     6.3   Each maker, endorser and guarantor or any person, firm or
corporation becoming liable under this Note hereby consents to any
extension or renewal of this Note or any part thereof, without notice, and
agrees that it will remain liable under this Note during any extension or
renewal thereof, until the indebtedness evidenced hereby and thereby is
paid in full.

     6.4   Notwithstanding anything to the contrary herein or in the
Credit Agreement, the Security Documents or other Loan Documents (or any
instruments or certificates executed or delivered in connection therewith
at any time or times), neither any present or future constituent partner
(as hereinafter defined) in, or agent of, any of the Makers, nor any
shareholder, member, officer, manager, director, employee, trustee,
beneficiary or agent of any corporation or other entity that is or becomes
a constituent partner in any of the Makers shall be personally liable,
directly or indirectly (and Lender shall not have any recourse against any
property or assets of any such constituent partner or other person or
entity) under or in connection with this Letter of Credit Note, the Credit
Agreement, the Security Documents, the other Loan Documents, the Loans, or
any instruments securing or otherwise executed in connection therewith, or
any certificate delivered in connection therewith, or any amendments or
modifications to any of the foregoing made at any time or times, heretofore
or hereafter (such persons as described in this sentence being herein
collectively referred to as "Non-Recourse Persons"), provided, however,
Non-Recourse Persons shall not include any Maker or any Subsidiary of a
Maker that would otherwise be liable as a general partner in a Maker.  The
recourse of Lender and its successors and assignees under or in connection
with this Letter of Credit Note, the Security Documents, the Credit
Agreement, the other Loan Documents, the Loans and such instruments and
certificates, and any such amendments or modifications shall be limited to
the assets of the Makers and the Lender and its successors and assignees
waive and do hereby waive any such personal liability against any such Non-
Recourse Persons.  For the purposes of the Letter of Credit Note, the
Security Documents, the Credit Agreement and each other Loan Document and
any such instruments and certificates and any such amendments or
modifications, neither the negative capital account of a constituent
partner in any Maker, nor any obligation of any constituent partner in any
Maker to restore a negative capital account or to advance or contribute
capital to any Maker or any other constituent partner in any Maker shall be
deemed to be the property or the asset of any Maker or any such other
constituent partner (and neither Lender, nor any of its successors or
assignees shall have any right to collect, enforce or proceed against or
with respect to any such negative capital account or partner's obligation
to restore, advance or contribute).  As used in this section, the term
"constituent partner" means any direct partner in any Maker, and any person
or entity that is a partner in any partnership that, directly or indirectly
through one or more other partnerships, is a partner in any Maker.

     6.5   Time is of the essence hereof with regard to the performance
and observance of all of the terms, provisions and conditions hereof on the
part of the Makers to be observed and/or performed.

     6.6   All sums received by Lender for application to this Note shall
be applied by Lender in the manner set forth in Section 2.8 of the Credit
Agreement.

     6.7   The Makers are strictly liable for and hereby agree to pay or
reimburse Lender for, and hold it harmless from and against all of its
reasonable third party costs and expenses incurred in connection with the
collection or enforcement of, or the preservation of any rights under, this
Note, the Credit Agreement or other Loan Documents, including, without
limitation, the reasonable fees and disbursements of counsel for Lender,
including attorneys' fees out of court, in trial, on appeal, in bankruptcy
proceedings or otherwise.  The Makers shall pay all such amounts in
accordance with the terms of the Credit Agreement, and until repaid, such
sums shall bear interest at the Default Rate.

     6.8   All notices and like communications required or permitted to be
given pursuant to the provisions of this Note shall be given in accordance
with the notice provisions of Section 11.4 of the Credit Agreement.

     6.9   As used herein, the terms "Makers," "Agent" and "Lender" shall
be deemed to include their respective successors and assigns.
     6.10  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 one or more of the
provisions of this Note operates or would prospectively operate to
invalidate this Note, then in any of those events, only such provision or
provisions shall be deemed null and void and shall not effect any other
provision of this Note.  The remaining provisions of this Note  shall
remain operative and in full force and effect and in shall no way be
affected, prejudiced or disturbed thereby.  In the event any provisions of
this Note are inconsistent with any provisions of the Credit Agreement, the
Security Documents or other Loan Documents, or any other agreements or
documents executed in connection with this Note, this Note shall control.

     6.11  It is expressly understood and agreed that Lender, shall not be
construed for any purposes, to be the partner, joint venturer, principal or
associate of the Makers or any of them or any person or party claiming by,
through or under the Makers or any of them in the conduct of their
respective businesses.

     6.12  The undersigned Makers and any endorsers, sureties, guarantors
and all others who are or may become liable for the payment hereof
(a) severally waive presentment for payment, demand, notice of demand,
notice of nonpayment or dishonor, protest and notice of protest of this
Note, and all other notices in connection with the delivery, acceptance,
performance or enforcement of the payment of this Note, (b) expressly
consent to all extensions of time, renewals, postponements of time of
payment of this Note or other modifications from time to time, without
notice, consent or consideration to any of the foregoing, (c) expressly
agree to any substitution, exchange, addition or release of any of the
other Loan Documents or the addition or release of any party or person
primarily or secondarily liable hereon, (d) expressly agree that Lender
shall not be required first to institute any suit, or to exhaust their
remedies against the Makers or any other person or party to become liable
hereunder or against the other Loan Documents in order to enforce the
payment of this Note, and (e) expressly agree that, notwithstanding the
occurrence of any of the foregoing, they shall be and remain, jointly and
severally, directly and primarily liable for all sums due under this Note
and the other Loan Documents subject to the terms and conditions hereof and
thereof.

     6.13  Lender shall not be deemed, by any act of omission or
commission, to have waived any of their rights or remedies hereunder unless
such waiver is in writing given in accordance with the terms of the Credit
Agreement, and then only to the extent specifically set forth in the
writing.  A waiver with reference to one event shall not be construed as
continuing or as a bar to or waiver of any right or remedy as to a
subsequent event.

     6.14   This Note or any provision hereof or thereof may be changed or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change or termination is sought.

     6.15  Failure to accelerate this Note after an Event of Default, or
the acceptance of a past due installment, shall not be construed as a
novation of the contract or a waiver of the right of Lender to thereafter
insist upon strict compliance with the terms of this Note without previous
notice of such intention being given to the Makers.

     6.16  Notwithstanding anything to the contrary in this Note, the
Credit Agreement, the Security Documents or other Loan Documents, the
maximum liability of any Maker other than Arvida/JMB Partners, L.P. (herein
a "Maker Subsidiary" or "Maker Affiliate") for the Obligations created,
evidenced and secured thereby and hereby shall not exceed the maximum
amount, as such maximum amount shall be determined by a court of competent
jurisdiction of any such Maker Subsidiary's or Maker Affiliate's liability
therefor which may be incurred without rendering the Obligations, as they
relate to such Maker Subsidiary or Maker Affiliate, voidable as a
fraudulent conveyance or fraudulent transfer under the Bankruptcy Code or
under any other present or future federal or state laws or statutes
relating to bankruptcy, insolvency, assignment for the benefit of creditors
or other relief for debtors, including, without limitation, the Uniform
Fraudulent Transfer Act or the Uniform Fraudulent Conveyance Act, as in
effect in any jurisdiction wherein any such Maker Subsidiary's or Maker
Affiliate's Solvency (as defined in the Credit Agreement) is subject to
determination.  For purposes of determining such liability of any Maker
Subsidiary or Maker Affiliate, due consideration shall be given to the
benefits received, directly or indirectly, by such Maker Subsidiary or
Maker Affiliate from the Loans (as defined in the Credit Agreement) made
pursuant to the Commitments (as defined in the Credit Agreement).

     6.17   The section headings of this Note are for reference purposes
only and are to be given no effect in the construction or interpretation of
this Note.

     THE MAKERS AND THE LENDER BY ITS ACCEPTANCE HEREOF HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM 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 OR THE CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY MAKERS OR LENDER.



<PAGE>


     IN WITNESS WHEREOF, the undersigned Makers have executed this Note on
the date set forth above.

                            MAKERS:

                            ARVIDA/JMB PARTNERS, L.P.,
                            a Delaware limited partnership

                            By:   ARVIDA/JMB MANAGERS, INC.,
                                  a Delaware corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            THE AOK GROUP,
                            a Florida general partnership

                            By:   ARVIDA/JMB PARTNERS, L.P.,
                                  a Delaware limited partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation, its
                                       sole general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]




                            By:   ARVIDA/JMB PARTNERS,
                                  a Florida general partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation,
                                       a general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            METRODRAMA JOINT VENTURE,
                            a Florida general partnership

                            By:   ARVIDA/JMB PARTNERS, L.P.,
                                  a Delaware limited partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation, its
                                       sole general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]





                            By:   ARVIDA/JMB PARTNERS, a
                                  Florida general partnership,
                                  a general partner

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       a Delaware corporation,
                                       a general partner


                                       By:         
                                             Stephen A. Lovelette,
                                             Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            ARVIDA/JMB PARTNERS,
                            a Florida general partnership

                            By:   ARVIDA/JMB MANAGERS, INC.,
                                  a Delaware corporation,
                                  a general partner

                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]





                            ARVIDA GRAND BAY LIMITED PARTNERSHIP-IV,
                            a Delaware limited partnership

                            By:   ARVIDA GRAND BAY MANAGERS, INC.,
                                  a Delaware corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            GULF AND PACIFIC COMMUNICATIONS
                            LIMITED PARTNERSHIP,
                            a Delaware limited partnership

                            By:   PACIFIC PROPERTIES, INC.,
                                  an Illinois corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]





                            WESTON HILLS COUNTRY CLUB LIMITED
                            PARTNERSHIP,
                            a Delaware limited partnership

                            By:   WHCC, INC.,
                                  an Illinois corporation,
                                  its sole general partner


                                  By:        
                                       Stephen A. Lovelette,
                                       Vice President

                                                       [CORPORATE SEAL]



<PAGE>


                            SOUTHEAST FLORIDA HOLDINGS, INC.,
                            an Illinois corporation


                            By:        
                                  Stephen A. Lovelette,
                                  Vice President

                                                       [CORPORATE SEAL]