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                                                                  EXHIBIT 10.85

                        AMENDMENT NO. 11 TO AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT


                 THIS AMENDMENT NO. 11 TO AMENDED AND RESTATED LOAN AND
SECURITY AGREEMENT is entered into as of this 22nd day of September, 1995, by
and between FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), and
PREFERRED EQUITIES CORPORATION, a Nevada corporation ("Borrower").

                                R E C I T A L S

                 A.       Greyhound Real Estate Finance Company, an Arizona
corporation ("GREFCO") and Borrower entered into an Amended and Restated Loan
and Security Agreement dated as of May 10, 1989 (the "Restated Loan Agreement")
that evidences a loan from GREFCO to Borrower (the "Modified Loan") that is
secured by, among other things, Receivables Collateral.

                 B.       The Modified Loan and Restated Loan Agreement was
amended by an Amendment Number One to Amended and Restated Loan and Security
Agreement dated June 14, 1989 (the "First Amendment"), by an Amendment No. 2 to
Amended and Restated Loan and Security Agreement dated April 16, 1990 (the
"Second Amendment"), by an Amendment No. 3 to Amended and Restated Loan and
Security Agreement dated May 31, 1991 (the "Third Amendment"), by an Amendment
No. 4 to Amended and Restated Loan and Security Agreement dated January 13,
1992 (the "Fourth Amendment"), by an Amendment No. 5 to Amended and Restated
Loan and Security Agreement dated February 23, 1993 (the "Fifth Amendment"); by
an Amendment No.  6 to Amended and Restated Loan and Security Agreement dated
June 28, 1993 (the "Sixth Amendment"), by an Amendment No. 7 to Amended and
Restated Loan and Security Agreement dated January 24, 1994 (the "Seventh
Amendment"), by an Amendment No. 8 to Amended and Restated Loan and Security
Agreement dated as of April 15, 1994 (the "Eighth Amendment"), by an Amendment
No. 9 to Amended and Restated Loan and Security Agreement dated as of August
31, 1994 (the "Ninth Amendment"), and by an Amendment No. 10 to Amended and
Restated Loan and Security Agreement dated as of January 26, 1995 (the "Tenth
Amendment").  The Restated Loan Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth
Amendment, the Tenth Amendment and this Eleventh Amendment and all other
documents evidencing or executed in connection with the Loan are referred to
hereinafter as the "Loan Documents."  The Restated Loan Agreement, as amended
by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment,
Fifth Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth
Amendment and Tenth Amendment, is referred to hereinafter as the "Loan
Agreement."  The Loan contemplated by the Loan Agreement, as amended by this
Eleventh Amendment, is referred to hereinafter as the "Loan."  All
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capitalized terms used in this Eleventh Amendment will have the meanings
assigned to such terms in the Loan Agreement unless those terms are otherwise
defined herein.

                 C.       GREFCO was a wholly-owned subsidiary of Greyhound
Financial Corporation ("GFC").  Pursuant to a plan of liquidation, GREFCO was
liquidated into GFC.  Further, pursuant to such plan of liquidation, GREFCO
assigned the Note and all of GREFCO's rights under the Loan Agreement and other
Documents to GFC.  Effective as of February 1, 1995, GFC changed its name to
FINOVA Capital Corporation.

                 D.       Borrower has requested and Lender has agreed to fund
(pursuant to the terms and conditions of this Eleventh Amendment), as part of
the Loan, Advances to finance the acquisition, renovation, development and
construction of two (2) timeshare resort facilities in Indian Shores, Florida,
one of which will consist of thirty-two (32) timeshare units and known as
"Aloha Bay Phase I," more particularly described in Exhibit A attached hereto
("Aloha Bay Phase I"), and one of which will consist of sixteen (16) timeshare
units and known as "Aloha Bay Phase II," more particularly described in Exhibit
B attached hereto ("Aloha Bay Phase II").

                 E.       Borrower has also requested and Lender has agreed, in
accordance with and subject to the conditions contained in the Loan Agreement,
as modified by this Eleventh Amendment, to make Advances of the Loan, from time
to time, against Instruments or Contracts arising from Aloha Bay Phase I and
Aloha Bay Phase II.

                 NOW, THEREFORE, in consideration of these recitals, the
covenants contained in this Eleventh Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which consideration is hereby
acknowledged, Lender and Borrower agree as follows:

                 1.       LOAN AGREEMENT.  Provided the conditions precedent
described in Paragraph 10 of this Eleventh Amendment are met to the
satisfaction of Lender, which satisfaction will be evidenced by Lender's
execution of this Eleventh Amendment unless otherwise provided herein, the Loan
Agreement is hereby further modified as follows:

1.1     The Loan Agreement is hereby amended by adding to Article I the
following definitions:

"Aloha Bay Phase I":  shall have the meaning set forth in the Recitals of this
Eleventh Amendment.

"Aloha Bay Phase II":  shall have the meaning set forth in the Recitals of this
Eleventh Amendment.





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"Aloha Bay Phase I Acquisition Advance":  shall have the meaning set forth in
Paragraph 2 of this Eleventh Amendment.

"Aloha Bay Phase II Acquisition Advance":  shall have the meaning set forth in
Paragraph 4 of this Eleventh Amendment.

                          "Aloha Bay Phase I Loan Fee":  shall mean the loan
         fee payable by Borrower to Lender equal to one-half percent (.5%) of
         each of the Advances made by Lender to Borrower under the Loan in
         connection with Aloha Bay Phase I, which shall be due and payable in
         full by Borrower on the date that each such Advance is funded.

                          "Aloha Bay Phase II Loan Fee":  shall mean the loan
         fee payable in connection with Advances made by Lender to Borrower
         with respect to Aloha Bay Phase II, which shall be in an amount equal
         to one-half percent (.5%) of each such Advance and due and payable in
         full by Borrower on the date that each such Advance with respect to
         Aloha Bay Phase II is funded.

                          "Aloha Bay Phase I Incentive Fee":  shall mean the
         incentive fee provided for in Paragraph 9.4.1 of this Eleventh
         Amendment.

                          "Aloha Bay Phase II Incentive Fee":  shall mean the
         incentive fee provided for in Paragraph 9.4.2 of this Eleventh
         Amendment.

                          "Aloha Bay Phase I Maturity Date":  shall mean the
         maturity date applicable to all Advances under the Loan with respect
         to Aloha Bay Phase I, which shall be the first to occur of the
         following dates:  (a) the date which shall occur twenty-four (24)
         months after the date of the final Advance with respect to Aloha Bay
         Phase I, or (b) May 31, 1998.

                          "Aloha Bay Phase II Maturity Date":  shall mean the
         maturity date applicable to all Advances under the Loan with respect
         to Aloha Bay Phase II, which shall be the first to occur of the
         following dates:  (a) the date which shall occur twenty-four (24)
         months after the date of the final Advance with respect to Aloha Bay
         Phase II, or (b) December 31, 1998.

                          "Aloha Bay Phase I Mortgage":  shall have the meaning
set forth in Paragraph 8 of this Eleventh Amendment.

                          "Aloha Bay Phase II Mortgage":  shall have the
meaning set forth in Paragraph 8 of this Eleventh Amendment.





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                          "Aloha Bay Phase I Note":  shall have the meaning set
forth in Paragraph 6 of this Eleventh Amendment.

                          "Aloha Bay Phase II Note":  shall have the meaning
set forth in Paragraph 7 of this Eleventh Amendment.

                          "Aloha Bay Phase I Release Fees":  shall have the
meaning set forth in Paragraph 9.1 of this Eleventh Amendment.

                          "Aloha Bay Phase II Release Fees":  shall have the
meaning set forth in Paragraph 9.2 of this Eleventh Amendment.

                          "Eleventh Amendment":  shall mean this Amendment No.
11 to Amended and Restated Loan and Security Agreement.

                          1.2     The definitions of the following terms in
Article I of the Loan Agreement, including, to the extent applicable, the First
Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth
Amendment, Sixth Amendment, Seventh Amendment, Eighth Amendment, Ninth
Amendment and Tenth Amendment, are hereby amended and restated in their
entirety to read as follows:

                          "Borrowing Term":  shall mean the period of time
         during which Lender is committed to make advances under the Loan
         Agreement as amended by the Eleventh Amendment, which commitment shall
         terminate (a) as to Aloha Bay Phase I, on the first to occur of that
         date which is six (6) months after the Aloha Bay Phase I Acquisition
         Advance or May 31, 1996, and (b) as to Aloha Bay Phase II, on December
         31, 1996.

                          "Documents":  shall mean the Note, the First
         Amendment, the Second Amendment, the Third Amendment, the Fourth
         Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh
         Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth
         Amendment, the Eleventh Amendment, the 2.5 MM Note, the Suites Phase
         II Note, the Ida Building One Note, the Ida Building Two Note, the
         Aloha Bay Phase I Note, the Aloha Bay Phase II Note, the Guarantee,
         the Deed of Trust, the Headquarters Deed of Trust, the Ida Building
         One Deed of Trust, the Ida Building Two Deed of Trust, the Aloha Bay
         Phase I Mortgage, the Aloha Bay Phase II Mortgage, the Assignments,
         the Contracts, the Instruments, the Agency Agreement, the Oversight
         Agreement, this Agreement, and all other documents and instruments
         executed in connection with the Loan, together with any and all
         renewals, extensions, amendments, restatements or replacements
         thereof, whether now or hereafter existing.





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                          "Project":  shall mean each of Aloha Bay Phase I (as
         defined in the Eleventh Amendment), Aloha Bay Phase II (as defined in
         the Eleventh Amendment), Ida Building One (as defined in the Tenth
         Amendment), Ida Building Two (as defined in the Tenth Amendment),
         South Park Ranches (as defined in the Ninth Amendment), Suites Phase
         II (as defined in the Eighth Amendment), Fountains (as defined in the
         Sixth Amendment), Winnick (as defined in the Sixth Amendment), Suites
         Phase I (as defined in the Fourth Amendment) and those certain real
         estate developments which are owned by the Borrower or the Trustee,
         located in Nye County and Clark County in the State of Nevada, and
         Huerfano County in the State of Colorado, which are more particularly
         described in Exhibit "P-1" to the First Amendment.

                          "Unit":  shall mean a real property fee or
         right-to-use interest in all or a portion of the Project which permits
         the purchaser or owner thereof the right to occupy a dwelling unit
         therein for a one-week interval of time during the calendar year, or
         in which such purchaser or owner has an interest as a tenant-in-common
         in such dwelling unit and related undivided interest in common
         elements appurtenant thereto, together with the right to use such unit
         for a one-week period of time during any calendar year.

                          1.3     The introductory subparagraph of Paragraph
3.1 of the Loan Agreement is hereby amended and restated in its entirety to
read as follows:

                          "3.1(a) As security for Borrower's payment and
         Performance of all Obligations owed to Lender under the Documents
         (including, without limitation, the 2.5 MM Note, the Suites Phase II
         Note, the Ida Building One Note, the Ida Building Two Note, the Aloha
         Bay Phase I Note and the Aloha Bay Phase II Note (subject to the
         limitations set forth in the Aloha Bay Phase I Mortgage and the Aloha
         Bay Phase II Mortgage with respect to Aloha Bay Phase I and Aloha Bay
         Phase II)), Borrower hereby grants, transfers and assigns to Lender a
         Security Interest in and to all of Borrower's right, title and
         interest in and to all of the following:"

                          1.4     The introductory subparagraph of Paragraph
3.1(b) of the Loan Agreement (which was added to the Loan Agreement pursuant to
the Fourth Amendment) is hereby amended and restated in its entirety to read as
follows:

                          "(b)    As further security for Borrower's payment
         and Performance of all Obligations owed to Lender under the Documents
         (including, without limitation, the 2.5 MM Note, the Suites Phase II
         Note, the Ida Building One Note, the Ida Building Two Note, the Aloha
         Bay Phase I Note and the Aloha Bay Phase II Note (subject to the
         limitations set forth in the Aloha Bay Phase I Mortgage and the Aloha
         Bay Phase II Mortgage with respect to Aloha Bay Phase I and Aloha Bay
         Phase II)), Borrower hereby grants, transfers and assigns to Lender a
         Security Interest in and to all of Borrower's right, title and
         interest in and to all of the following:"





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                          1.5     Paragraph 7.2 of the Loan Agreement is hereby
amended by adding the phrase "(exclusive of the aggregate outstanding principal
balance of the 2.5 MM Note, the Suites Phase II Note, the Ida Building One
Note, the Ida Building Two Note, the Aloha Bay Phase I Note and the Aloha Bay
Phase II Note)" immediately following the word "Loan" at both places where the
term "Loan" appears in the first sentence thereof.

                          1.6     Paragraph 9.1(a) of the Loan Agreement is 
hereby amended and restated in its entirety to read as follows:

                          "(a)    Lender fails to receive from Borrower when
         due and payable (i) any amount that Borrower is obligated to pay on
         the Note, (ii) any amount that Borrower is obligated to pay on the 2.5
         MM Note, (iii) any amount that Borrower is obligated to pay on the
         Suites Phase II Note, (iv) any amount that Borrower is obligated to
         pay on the Ida Building One Note, (v) any amount that Borrower is
         obligated to pay on the Ida Building Two Note, (vi) any amount that
         Borrower is obligated to pay on the Aloha Bay Phase I Note, (vii) any
         amount that Borrower is obligated to pay on the Aloha Bay Phase II
         Note, or (viii) any other payment due under the Documents; and such
         failure shall continue for five (5) days after notice thereof to
         Borrower, except for the payment of the final installment due under
         each of the Note, the 2.5 MM Note, the Suites Phase II Note, the Ida
         Building One Note, the Ida Building Two Note, the Aloha Bay Phase I
         Note and the Aloha Bay Phase II Note, for which no grace period is
         allowed;"

                 Paragraph 9.1 of the Loan Agreement is hereby amended by
adding the following provision as paragraph 9.1(m):

                          "(m)    Borrower is in default of that Franchise
         Agreement between Borrower and Hospitality Franchise Systems, Inc.,
         dated as of April 18, 1995, to the extent such default has a material
         and adverse effect on the Project."

                 2.       ALOHA BAY PHASE I ACQUISITION ADVANCE.  As an Advance
against the Maximum Loan Amount, Lender shall make a loan (the "Aloha Bay Phase
I Acquisition Advance") to Borrower in an amount equal to the lesser of (a)
$2,430,000, or (b) 90% of the bona fide out-of- pocket costs and expenses
incurred by Borrower through the date of such Advance in acquiring Aloha Bay
Phase I, as established by evidence satisfactory to Lender (exclusive of any
overhead of or profits to Borrower or any of the Control Group).  The following
terms and conditions shall apply to the Aloha Bay Phase I Acquisition Advance:

                          2.1     At such time as all conditions with respect
to the Aloha Bay Phase I Acquisition Advance in this Eleventh Amendment have
been satisfied in Lender's discretion, Lender shall disburse the Aloha Bay
Phase I Acquisition Advance to Borrower in a single Advance on a date mutually
agreeable to the parties hereto.  Lender shall have no





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obligation to disburse any portion of the Aloha Bay Phase I Acquisition Advance
after September 29, 1995.

                          2.2     Borrower shall use the proceeds of the Aloha
Bay Phase I Acquisition Advance to pay for a portion of Borrower's costs in
purchasing Aloha Bay Phase I.

                          2.3     Borrower shall pay to Lender the Aloha Bay
Phase I Loan Fee applicable to the Aloha Bay Phase I Acquisition Advance
simultaneously with such Advance.

                          2.4     The Aloha Bay Phase I Acquisition Advance
shall not be included in the Mortgage Loan Facility or deemed to be an Advance
under the Mortgage Loan Facility.

                 3.       ALOHA BAY PHASE I RENOVATION ADVANCES.  As an Advance
against the Maximum Loan Amount, Lender shall make a loan (the "Aloha Bay Phase
I Renovation Advances") to Borrower, subject to the conditions precedent stated
in Paragraph 10 below, in amounts not to exceed the lesser of (a) $3,600,000,
less the amount of the Aloha Bay Phase I Acquisition Advance, or (b) 90% of the
bona fide out-of-pocket costs and expenses incurred by Borrower through the
date of such Advance in renovating the Aloha Bay Phase I, as established by
evidence satisfactory to Lender (exclusive of any overhead of or profits to
Borrower or any of the Control Group (for the purposes of the foregoing, the
term "overhead" shall not be deemed to include reasonable and customary
salaries paid to employees of Borrower performing renovations with respect to
Aloha Bay Phase I)).  Borrower shall use the proceeds of any Aloha Bay Phase I
Renovation Advances to reimburse Borrower for Borrower's costs incurred in
renovating and refurbishing Aloha Bay Phase I.  Lender shall have no obligation
to fund any Aloha Bay Phase I Renovation Advances until such time as all
conditions with respect thereto in this Eleventh Amendment have been satisfied
in Lender's discretion, and Lender shall have no obligation to make any further
Aloha Bay Phase I Renovation Advances after the first to occur of the following
dates:  (i) six (6) months after the Aloha Bay Phase I Acquisition Advance or
(ii) May 31, 1996.  The Aloha Bay Phase I Renovation Advances shall not be
included in the Mortgage Loan Facility or be deemed to be Advances under the
Mortgage Loan Facility.

                 4.       ALOHA BAY PHASE II ACQUISITION ADVANCE.  As an
Advance against the Maximum Loan Amount, Lender shall make a loan (the "Aloha
Bay Phase II Acquisition Advance") to Borrower in an amount equal to the lesser
of (a) $450,000 or (b) 90% of the total bona fide out- of-pocket costs and
expenses to Borrower in acquiring Aloha Bay Phase II, as established by
evidence satisfactory to Lender (exclusive of any overhead of or profits to
Borrower or any of the Control Group).  The following terms and conditions
shall apply to the Aloha Bay Phase II Acquisition Advance:





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                          4.1     At such time as all conditions with respect
to the Aloha Bay Phase II Acquisition Advance in Paragraph 10(q) of this
Eleventh Amendment have been satisfied in Lender's discretion, Lender shall
disburse the Aloha Bay Phase II Acquisition Advance to Borrower in a single
advance on a date mutually agreeable to the parties hereto.  Lender shall have
no obligation to disburse any portion of the Aloha Bay Phase II Acquisition
Advance prior to the first (1st) day of the fourth (4th) calendar month after
the Aloha Bay Phase I Acquisition Advance is made to Borrower pursuant to
Paragraph 2 above, nor after December 31, 1996.

                          4.2     Borrower shall use the proceeds of the Aloha
Bay Phase II Acquisition Advance to pay for a portion of its costs in
purchasing the land for Aloha Bay Phase II.

                          4.3     Borrower shall pay the Aloha Bay Phase II
Loan Fee applicable to the Aloha Bay Phase II Acquisition Advance
simultaneously with the making of such Advance.

                          4.4     The Aloha Bay Phase II Acquisition Advance
shall not be included in the Mortgage Loan Facility or be deemed to be an
Advance under the Mortgage Loan Facility.

                 5.       ALOHA BAY PHASE II CONSTRUCTION ADVANCES.  As an
Advance against the Maximum Loan Amount, in addition to the Aloha Bay Phase I
Acquisition Advance, the Aloha Bay Phase I Renovation Advances and the Aloha
Bay Phase II Acquisition Advance, Lender shall make a loan (the "Aloha Bay
Phase II Construction Advances") to Borrower, subject to the satisfaction of
the conditions precedent stated in Paragraph 10(q) and 10(r) below, in amounts
not to exceed the lesser of (a) $1,350,000, less the amount of the Aloha Bay
Phase II Acquisition Advance, (b) 90% of Borrower's bona fide out-of-pocket
costs and expenses incurred through the date of each such Advance in
construction, furnishing.  fixturizing and equipping the Aloha Bay Phase II, as
established by evidence satisfactory to Lender (exclusive of any overhead of or
profits to Borrower or any of the Control Group (for the purposes of the
foregoing, the term "overhead" shall not be deemed to include reasonable and
customary salaries paid to employees of Borrower performing construction
activities with respect to Aloha Bay Phase II)), or (c) a dollar amount which
would cause the aggregate of the Aloha Bay Phase I Acquisition Advance, all
Aloha Bay Phase I Renovation Advances, the Aloha Bay Phase II Acquisition
Advance, and all Aloha Bay Phase II Construction Advances to exceed
$5,000,000.00.  Borrower shall use the proceeds of any Aloha Bay Phase II
Construction Advances to pay or reimburse Borrower for Borrower's costs
incurred in constructing the Aloha Bay Phase II.  Notwithstanding anything
contained herein to the contrary, Lender shall have no obligation to make any
Aloha Bay Phase II Construction Advances after December 31, 1996.  The Aloha
Bay Phase II Construction Advances shall not be included in the Mortgage Loan
Facility or be deemed to be Advances under the Mortgage Loan Facility.





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                 6.       ALOHA BAY PHASE I NOTE.

                          6.1     The Aloha Bay Phase I Acquisition Advance and
Aloha Bay Phase I Renovation Advances made with respect to Aloha Bay Phase I
shall be evidenced by a single Promissory Note (the "Aloha Bay Phase I Note")
of Borrower, in a form acceptable to Lender, executed and delivered to Lender
simultaneously with the execution of this Eleventh Amendment, in the amount of
up to $3,600,000, payable to Lender upon the terms and conditions contained
herein and therein.  Lender and Borrower hereby agree that, notwithstanding any
provision to the contrary in the Loan Agreement, the terms and conditions of
the Aloha Bay Phase I Note and this Paragraph 6 shall apply with respect to
repayment of the Aloha Bay Phase I Note.  To the extent that Borrower's
indebtedness to Lender arising from the Aloha Bay Phase I Note is evidenced by
both the Note (as distinguished from the Aloha Bay Phase I Note) and the Aloha
Bay Phase I Note, receipts by Lender in payment or satisfaction of such
indebtedness (including receipt by Lender of Aloha Bay Phase I Release Fees as
provided in Paragraph 9.1 hereof) shall be credited against sums due under both
the Note and the Aloha Bay Phase I Note and/or any judgment entered thereon.

                          6.2     Notwithstanding the provisions of Paragraph
7.3.1 of the Loan Agreement, Borrower shall have no right to prepay the Aloha
Bay Phase I Note, other than through the application of Aloha Bay Phase I
Release Fees against the principal balance thereof, as provided in Paragraph
6.3 hereof.

                          6.3     The principal balance of the Aloha Bay Phase
I Note shall be repaid as follows:  At such time as Borrower conveys a Unit in
Aloha Bay Phase I to a Purchaser, Borrower shall make a principal reduction
payment to Lender under the Aloha Bay Phase I Note in an amount equal to the
Aloha Bay Phase I Release Fee.  Notwithstanding anything herein to the
contrary, if not sooner paid, the entire remaining balance of the Aloha Bay
Phase I Note, together with all accrued and unpaid interest and all other sums
due and owing therein, shall be due and payable in full on the earlier of (a)
the date which occurs twenty-four (24) months following the date that Lender
makes the last Aloha Bay Phase I Renovation Advance (or in the event there is
no such day in the 24th month, on the last day of such month), or (b) May 31,
1998.  Aloha Bay Phase I Release Fees paid to Lender in connection with the
release of Units from the Security Interests shall be applied toward the next
principal installment to become due under the Aloha Bay Phase I Note.

                 7.       ALOHA BAY PHASE II NOTE.

                          7.1     The Aloha Bay Phase II Acquisition Advance
and Aloha Bay Phase II Construction Advances made with respect to Aloha Bay
Phase II shall be evidenced by a single Promissory Note (the "Aloha Bay Phase
II Note") of Borrower, in a form





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acceptable to Lender, executed and delivered to Lender simultaneously with the
Aloha Bay Phase II Acquisition Advance, in the amount of up to $1,350,000,
payable to Lender upon the terms and conditions contained herein and therein.
Lender and Borrower hereby agree that, notwithstanding any provision to the
contrary in the Loan Agreement, the terms and conditions of the Aloha Bay Phase
II Note and this Paragraph 7 shall apply with respect to repayment of the Aloha
Bay Phase II Note.  To the extent that Borrower's indebtedness to Lender
arising from the Aloha Bay Phase II Note is evidenced by both the Note (as
distinguished from the Aloha Bay Phase II Note) and the Aloha Bay Phase II
Note, receipts by Lender in payment or satisfaction of such indebtedness
(including receipt by Lender of Aloha Bay Phase II Release Fees as provided in
Paragraph 9.2 hereof) shall be credited against sums due under both the Note
and the Aloha Bay Phase II Note and/or any judgment entered thereon.

                          7.2     Notwithstanding the provisions of Paragraph
7.3.1 of the Loan Agreement, Borrower shall have no right to prepay the Aloha
Bay Phase II Note, other than through the application of Aloha Bay Phase II
Release Fees against the principal balance thereof, as provided in Paragraph
7.3 hereof.

                          7.3     The principal balance of the Aloha Bay Phase
II Note shall be repaid as follows:  At such time as Borrower conveys a Unit in
Aloha Bay Phase II to a Purchaser, Borrower shall make a principal reduction
payment to Lender under the Aloha Bay Phase II Note in an amount equal to the
Aloha Bay Phase II Release Fee.  Notwithstanding anything herein to the
contrary, if not sooner paid, the entire remaining balance of the Aloha Bay
Phase II Note, together with all accrued and unpaid interest and all other sums
due and owing therein, shall be due and payable in full on the earlier of (a)
the date which occurs twenty-four (24) months following the date that Lender
makes the last Aloha Bay Phase II Construction Advance (or in the event there
is no such day in the 24th month, on the last day of such month), or (b)
December 31, 1998.  Aloha Bay Phase II Release Fees paid to Lender in
connection with the release of Units from the Security Interests shall be
applied toward the next principal installment to become due under the Aloha Bay
Phase II Note.  

                 8.       SECURITY.  As provided in Paragraphs 3.1(a) and (b)
of the Loan Agreement, the payment and Performance of the Aloha Bay Phase I
Note and the Aloha Bay Phase II Note shall be secured by the Security Interests
granted to Lender pursuant to the Loan Agreement, as amended by this Eleventh
Amendment.  Furthermore, pursuant to a separate Mortgage, Assignment of Rents
and Proceeds and Security Agreement with respect to Aloha Bay Phase I , in a
form acceptable to Lender (referred to herein as the "Aloha Bay Phase I
Mortgage"), and a separate Mortgage, Assignment of Rents and Proceeds and
Security Agreement with respect to Aloha Bay Phase II (the "Aloha Bay Phase II
Mortgage"), the payment and Performance of the Aloha Bay Phase I Note and Aloha
Bay Phase II Note, respectively, and, subject to the limitations set forth in
the Aloha Bay Phase I Mortgage and the Aloha Bay Phase II Mortgage, all other
obligations owed to Lender under





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<PAGE>   11
the Documents shall be secured by a first priority lien on and security
interest in Aloha Bay Phase I and Aloha Bay Phase II; all buildings and other
improvements now or hereafter erected thereon; all fixtures, equipment and
other personal property now or hereafter located on or attached or affixed in
any manner to Aloha Bay Phase I and Aloha Bay Phase II; all leases, income,
rents, royalties, revenues, issues, profits or proceeds from Aloha Bay Phase I
and Aloha Bay Phase II; and other items of collateral in connection therewith,
all as more fully set forth in the Aloha Bay Phase I Mortgage and Aloha Bay
Phase II Mortgage.

                 9.       RELEASES.

                          9.1     Lender hereby agrees that it will release
from the effect of the Security Interests granted herein and in the Aloha Bay
Phase I Mortgage, and from the effect of any UCC Financing Statement, Units in
Aloha Bay Phase I which are sold by Borrower upon (a) the payment to Lender of
a release fee (the "Aloha Bay Phase I Release Fee") equal to $2,900 per Unit,
(b) the payment of an Incentive Fee (as provided in Paragraph 9.4 below) in the
amount of $20 per Unit until such time as Borrower has repaid the Aloha Bay
Phase I Note in full, and thereafter in the amount of $2,900 per Unit until
such time as Borrower has paid to Lender a total Incentive Fee as to Aloha Bay
Phase I of $32,640, all as provided in Paragraph 9.4.1 below, and (c) the
satisfaction of the Release Conditions (as defined in Paragraph 9.3 below).
Payments of interest due under the Aloha Bay Phase I Note shall not be credited
against any Aloha Bay Phase I Release Fees.

                          9.2     Lender hereby agrees that it will release
from the effect of the Security Interests granted herein and in the Aloha Bay
Phase II Mortgage, and from the effect of any UCC Financing Statement, Units in
Aloha Bay Phase II which are sold by Borrower upon (a) the payment to Lender of
a release fee (the "Aloha Bay Phase II Release Fee") equal to $2,205 per Unit,
(b) the payment of an Incentive Fee (as provided in Paragraph 9.4 below) in the
amount of $20 per Unit until such time as Borrower has repaid the Aloha Bay
Phase II Note in full, and thereafter in the amount of $2,205 per Unit until
such time as Borrower has paid to Lender a total Incentive Fee as to Aloha Bay
Phase II of $16,320, all as provided in Paragraph 9.4.2 hereof, and (c) the
satisfaction of the Release Conditions.  Payments of interest due under the
Aloha Bay Phase II Note shall not be credited against any Aloha Bay Phase II
Release Fees.

                          9.3     The Release Conditions are as follows:

                          (i)     No Event of Default shall have occurred or be
         continuing and no event shall then exist, which with notice, passage
         of time or both would constitute an Event of Default;

                          (ii)    The Unit to be released must have been sold
         by Borrower in the ordinary course of Borrower's business in a bona
         fide arms-length transaction;





                                      -11-
<PAGE>   12
                          (iii)   The Purchaser of the Unit shall not be
affiliated with Borrower or with any of the Control Group;

                          (iv)    Lender shall have received a written request
         for such release in which Borrower certifies as to compliance with
         items (i) through (iii) above, and further certifies that all other
         requirements for such release have been satisfied;

                          (v)     Borrower has paid all of Lender's
         out-of-pocket expenses incurred in connection with such release and
         has submitted to Lender all necessary documents for the same.

For the purposes hereof, a person or entity shall be deemed affiliated with
Borrower or the Control Group if it is a shareholder, officer, director, agent,
employee, salesman, broker or creditor of Borrower or the Control Group, or
relative of Borrower or the Control Group or of any of the foregoing, or any
other person or entity related to or affiliated with Borrower or the Control
Group, including, without limitation, the Guarantor and any independent
contractors.  No partial release of a Unit shall impair or affect Lender's
remaining Security Interests or any term or provision of the Loan Agreement.

                          9.4     As additional consideration to Lender,
Borrower shall pay to Lender an incentive fee (the "Incentive Fee") as follows:

                                  9.4.1    Borrower shall pay to Lender an
         Incentive Fee equal to $32,640 with respect to the Units sold in Aloha
         Bay Phase I or released from the Aloha Bay Phase I Mortgage.  The
         Incentive Fee as to Aloha Bay Phase I shall be paid in installments of
         $20 per Unit sold or released in Aloha Bay Phase I until such time as
         the Borrower has repaid the Aloha Bay Phase I Note in full.
         Thereafter, the Incentive Fee shall be paid in installments of $2,900
         per Unit sold or released in Aloha Bay Phase I until the entire
         Incentive Fee as to Aloha Bay Phase I is paid in full.  Payments of
         the Incentive Fee, in installments of $20 per Unit, shall be made
         together with Aloha Bay Phase I Release Fees described in Paragraph
         9.1 above, until the Aloha Bay Phase I Note is repaid in full;
         thereafter, payments of the Incentive Fee as to Aloha Bay Phase I, in
         installments of $2,900 per Unit, shall be made at the earlier of the
         conveyance to a Purchaser of each sold Unit in Aloha Bay Phase I or
         the release of such Unit from the Aloha Bay Phase I Mortgage.  The
         Incentive Fee described herein shall be in addition to the principal
         and interest payments due under the Aloha Bay Phase I Note.  The
         Incentive Fee may be prepaid in whole or in part at any time.  The
         Incentive Fee payable pursuant to this subparagraph is the same
         Incentive Fee payable under Paragraph 6.1 of the Aloha Bay Phase I
         Mortgage.

                                  9.4.2    Borrower shall pay to Lender an
         Incentive Fee equal to $16,320 with respect to the Units sold in Aloha
         Bay Phase II or released from the Aloha Bay Phase II Mortgage.  The
         Incentive Fee as to Aloha Bay Phase II shall be





                                      -12-
<PAGE>   13
         paid in installments of $20 per Unit sold or released in Aloha Bay
         Phase II until such time as the Aloha Bay Phase II Note is paid in
         full.  Thereafter, the Incentive Fee shall be paid in installments of
         $2,205 per Unit sold or released in Aloha Bay Phase II until the
         entire Incentive Fee as to Aloha Bay Phase II is paid in full.
         Payments of the Incentive Fee, in installments of $20 per Unit, shall
         be made together with Aloha Bay Phase II Release Fees described in
         Paragraph 9.2 above, until the Aloha Bay Phase II Note is repaid in
         full; thereafter, payments of the Incentive Fee as to Aloha Bay Phase
         II, in installments of $2,205 per Unit, shall be made at the earlier
         of the conveyance to a Purchaser of each sold Unit in Aloha Bay Phase
         II or the release of such Unit from the Aloha Bay Phase II Mortgage.
         The Incentive Fee described herein shall be in addition to the
         principal and interest payments due under the Aloha Bay Phase II Note.
         The Incentive Fee may be prepaid in whole or in part at any time.  The
         Incentive Fee payable pursuant to this subparagraph is the same
         Incentive Fee payable under Paragraph 6.1 of the Aloha Bay Phase II
         Mortgage.

                          9.5     Upon the release of a Unit from the Aloha Bay
Phase I Mortgage or the Aloha Bay Phase II Mortgage, as the case may be, such
release shall also constitute a release from the lien of the Aloha Bay Phase I
Mortgage or the Aloha Bay Phase II Mortgage, respectively, and from the lien of
Lender's Security Interest, of any Purchaser Notes or Purchaser Mortgages
subsequently arising from the sale of such Unit; provided, however, that
notwithstanding the foregoing, such Purchaser Notes and Purchaser Mortgages
shall continue to be subject to Lender's Security Interest to the extent that
such Purchaser Notes or Purchaser Mortgages constitute Receivables Collateral.

                          9.6     At such time as the principal, interest and
all other sums payable under the Aloha Bay Phase I Note have been paid in full,
together with the entire Incentive Fee as to Aloha Bay Phase I, Lender shall,
upon the request of Borrower, release and terminate the Aloha Bay Phase I
Mortgage and the accompanying UCC Financing Statement and any related security
interests, provided that there does not then exist an Event of Default or any
act or event which with notice, passage of time or both would constitute an
Event of Default.  All instruments effecting such release and termination shall
be prepared by Borrower and submitted to Lender unless Lender otherwise
specifies in its sole discretion.  Such instruments shall be in a form and
substance reasonably satisfactory to Lender.

                          9.7     At such time as the principal, interest and
all other sums payable under the Aloha Bay Phase II Note have been paid in
full, together with the entire Incentive Fee as to Aloha Bay Phase II, Lender
shall, upon the request of Borrower, release and terminate the Aloha Bay Phase
II Mortgage and the accompanying UCC Financing Statement and any related
security interests, provided that there does not then exist an Event of Default
or any act or event which with notice, passage of time or both would constitute
an Event of Default.  All instruments effecting such release and termination
shall be prepared by Borrower and submitted to Lender unless Lender otherwise
specifies in its sole discretion.  Such instruments shall be in a form and
substance reasonably satisfactory to Lender.





                                      -13-
<PAGE>   14
                 10.      CONDITIONS PRECEDENT.  Lender's obligation to make
the Aloha Bay Phase I Acquisition Advance, the Aloha Bay Phase II Acquisition
Advance, the Aloha Bay Phase I Renovation Advances and the Aloha Bay Phase II
Construction Advances are subject to the following conditions precedent, all of
which must be satisfied at or prior to the funding of the Aloha Bay Phase I
Acquisition Advance, except with respect to the conditions precedent set forth
in Paragraph 10(q) below, which conditions must be satisfied at or prior to the
funding of the Aloha Bay Phase II Acquisition Advance and except with respect
to the conditions precedent set forth in Paragraph 10(r) below, which
conditions must be satisfied at or prior to the funding of any Aloha Bay Phase
II Construction Advances.

                          (a)     Borrower shall have delivered to Lender the
following executed documents, all in form satisfactory to Lender:


                                  (i)      The Aloha Bay Phase I Note;

                                  (ii)     Environmental Certificate with
                 Representations, Covenants and Warranties, with respect to the
                 Aloha Bay Phase I, in form acceptable to Lender;

                                  (iii)    The Aloha Bay Phase I Mortgage;

                                  (iv)     An opinion from Borrower's counsel,
                 which counsel must be acceptable to Lender, with respect to
                 such matters as Lender shall require.

                                  (v)      This Eleventh Amendment;

                                  (vi)     From the Guarantor of the Loan, a
                 "Consent of Guarantor," in a form acceptable to Lender;

                                  (vii)    A corporate resolution of Borrower;

                                  (viii)   A corporate resolution of Guarantor;

                                  (ix)     UCC Financing Statements for filing
                  and/or recording with respect to Aloha Bay Phase I;

                                  (x)      Such other documents or instruments
                 required by Lender to fully perfect the liens and security
                 interests of Lender described or contemplated herein;

                                  (xi)     Such other items as Lender may
                 require.





                                      -14-
<PAGE>   15
                          (b)     RESERVED.

                          (c)     Borrower shall have delivered to Lender a
         current Phase I environmental assessment for Aloha Bay Phase I,
         performed by an environmental consultant acceptable to Lender,
         indicating that Aloha Bay Phase I does not contain and is not affected
         by existing or potential environmental contamination.  If Lender is
         not satisfied with the results of the Phase I environmental assessment
         or if Lender becomes aware of any environmental issues impacting Aloha
         Bay Phase I, Lender shall have the right to require a site audit and
         regulatory compliance evaluation of Aloha Bay Phase I, which shall be
         prepared by an environmental engineer acceptable to Lender retained at
         the cost of Borrower and Lender's obligations hereunder shall be
         subject to Lender's approval of such audit and evaluation.

                          (d)     Borrower shall have delivered to Lender a
         current ALTA survey of Aloha Bay Phase I, certified to Lender by a
         licensed engineer or surveyor acceptable to Lender, showing, inter
         alia, the dimensions of the Aloha Bay Phase I, access thereto, streets
         and street lines, easements, location of all improvements and all
         other physical details thereof.  In addition, Borrower shall have
         delivered to Lender a current title report with respect to Aloha Bay
         Phase I from a title insurance company acceptable to Lender and Lender
         shall have approved the condition of title thereto as shown therein.

                          (e)     Lender shall have inspected Aloha Bay Phase I
         and shall be satisfied as to the condition thereof.

                          (f)     Borrower shall have obtained and delivered to
         Lender, at Borrower's expense, an ALTA extended coverage mortgagee's
         title insurance policy or policies acceptable to Lender, with such
         endorsements as Lender may require, issued by a title insurance
         company satisfactory to Lender, in the amount of $3,632,640 insuring
         that the Aloha Bay Phase I Mortgage is a first and prior lien on the
         Aloha Bay Phase I, subject only to title exceptions approved by
         Lender.

                          (g)     Borrower shall have delivered to Lender
         evidence satisfactory to Lender that Aloha Bay Phase I is not located
         within a special flood hazard area or evidence satisfactory to Lender
         that Aloha Bay Phase I is insured, upon such terms and in such amounts
         as shall be satisfactory to Lender, against risks of physical damage
         caused by flooding.

                          (h)     Borrower shall have obtained such public
         liability, casualty and other insurance policies covering Aloha Bay
         Phase I as Lender may require, written by insurers and in amounts and
         forms satisfactory to Lender.





                                      -15-
<PAGE>   16
                          (i)     Lender shall have reviewed and approved
         credit references of Borrower and Guarantor.

                          (j)     Lender shall have determined that the
         operations of Borrower do not violate in any material respect any
         applicable laws, ordinances, rules and regulations of governmental
         authorities or agencies.

                          (k)     Unless waived in writing by Lender, Lender
         shall have reviewed and approved a current UCC, tax lien, judgment and
         litigation search on Borrower and Guarantor.

                          (l)     Borrower shall have paid all closing costs,
         title company charges, recording fees and taxes, appraisal fees and
         expenses, survey fees, travel expenses, architect/engineer inspection
         fees and expenses, fees and expenses of Lender's counsel, and all
         other costs and expenses incurred by Lender in connection with the
         preparation, closing and disbursement of each of the Advances made
         with respect to Aloha Bay Phase I pursuant to this Eleventh Amendment.

                          (m)     Borrower shall have paid the Aloha Bay Phase
         I Loan Fee in the amount required to be paid with respect to each of
         the Advances made by Lender pursuant hereto with respect to Aloha Bay
         Phase I.

                          (n)     Borrower shall have delivered to Lender a
         fully-executed copy of the purchase agreements or option agreements,
         and all amendments thereto, in connection with Borrower's acquisition
         of the Aloha Bay Phase I and option to acquire Aloha Bay Phase II.

                          (o)     Lender shall have reviewed and approved
         Borrower's budget for the renovation and refurbishment of Aloha Bay
         Phase I.

                          (p)     Borrower shall have delivered to Lender, and
         Lender shall have approved and be satisfied with, evidence of
         Borrower's required equity interest in Aloha Bay Phase I.

                          (q)     Prior to the funding of the Aloha Bay Phase
         II Acquisition Advance, and any Aloha Bay Phase II Construction
         Advances, Borrower shall have delivered to Lender the following
         executed documents, in form satisfactory to Lender, (the forms of any
         such documents agreed to by the parties in connection with the Aloha
         Bay Phase I Acquisition Advance and Aloha Bay Phase I Renovation
         Advances shall be deemed to be satisfactory hereunder) together with
         all other materials described below and otherwise satisfied to
         Lender's satisfaction the following additional conditions precedent:





                                      -16-
<PAGE>   17
                                  (1)      The Aloha Bay Phase II Note;

                                  (2)      Environmental Certificate with
                 Representations, Covenants and Warranties with respect to
                 Aloha Bay Phase II in form acceptable to Lender;

                                  (3)      Aloha Bay Phase II Mortgage;

                                  (4)      An opinion from Borrower's counsel,
                 which counsel must be acceptable to Lender, with respect to
                 such matters as Lender shall require;

                                  (5)      UCC Financing Statements for filing
                                           and/or recording with respect to
                                           Aloha Bay Phase II;

                                  (6)      A current Phase I Environmental
                 Assessment for Aloha Bay Phase II, performed by an
                 environmental consultant acceptable to Lender, indicating that
                 Aloha Bay Phase II does not contain and is not affected by
                 existing or potential environmental contamination.  If Lender
                 is not satisfied with the results of the Phase I Environmental
                 Assessment, or if Lender becomes aware of any environmental
                 issues impacting Aloha Bay Phase II, Lender shall have the
                 right to require a site audit and regulatory compliance
                 evaluation of Aloha Bay Phase II, which shall be prepared by
                 an environmental engineer acceptable to Lender retained at the
                 cost of Borrower and Lender's obligations hereunder with
                 respect to Aloha Bay Phase II shall be subject to Lender's
                 approval of such audit and evaluation;

                                  (7)      Borrower shall have delivered to
                 Lender a current ALTA survey of Aloha Bay Phase II, certified
                 to Lender by a licensed engineer or surveyor acceptable to
                 Lender, showing, inter alia, the dimensions of Aloha Bay Phase
                 II, access thereto, streets and street lines, easements,
                 location of all improvements and all other physical details
                 thereof.  In addition, Borrower shall have delivered to Lender
                 a current title report with respect to Aloha Bay Phase II from
                 a title insurance company acceptable to Lender and Lender
                 shall have approved the condition of title thereto as shown
                 therein.

                                  (8)      Lender shall have inspected Aloha
                 Bay Phase II and shall be satisfied as to the condition 
                 thereof;

                                  (9)      Borrower shall have obtained and
                 delivered to Lender, at Borrower's expense, an ALTA extended
                 coverage mortgagee's title insurance policy or policies
                 acceptable to Lender, with such endorsements as Lender may
                 require, issued by a title insurance company satisfactory to
                 Lender, in the





                                      -17-
<PAGE>   18
                 amount of $1,366,320 insuring that the Aloha Bay Phase II
                 Mortgage is a first and prior lien on Aloha Bay Phase II,
                 subject only to title exceptions approved by Lender (provided,
                 that any title exceptions which were approved by Lender in
                 connection with the recordation of the Aloha Bay Phase I
                 Mortgage, shall be deemed to be approved);

                                  (10)     Borrower shall have delivered to
                 Lender evidence satisfactory to Lender that Aloha Bay Phase II
                 is not located within a special flood hazard area or evidence
                 satisfactory to Lender that Aloha Bay Phase II is insured,
                 upon such terms and in such amounts as shall be satisfactory
                 to Lender, against risks of physical damage caused by
                 flooding;

                                  (11)     Borrower shall have obtained such
                 public liability, casualty and other insurance policies
                 covering Aloha Bay Phase II as Lender may require, written by
                 insurers and in amounts and form satisfactory to Lender;

                                  (12)     Borrower shall have paid all closing
                 costs, title company charges, recording fees and taxes,
                 appraisal fees and expenses, survey fees, travel expenses,
                 architect/engineer inspection fees and expenses, fees and
                 expenses of Lender's counsel, and all other costs and expenses
                 incurred by Lender in connection with the preparation, closing
                 and disbursement of each of the Advances made with respect to
                 Aloha Bay Phase II pursuant to this Eleventh Amendment;

                                  (13)     Borrower shall have paid the Aloha
                 Bay Phase II Loan Fee in the amount required to be paid with
                 respect to each of the Advances made with respect to Aloha Bay
                 Phase II pursuant hereto;

                                  (14)     Borrower shall have delivered to
                 Lender an executed notice of Borrower's exercise of the option
                 to acquire Aloha Bay Phase II;

                                  (15)     Borrower shall have delivered to
                 Lender, and Lender shall have approved and be satisfied with,
                 evidence of Borrower's required equity interest in Aloha Bay
                 Phase II;

                                  (16)     Borrower shall have satisfied the
                 Aloha Bay Phase I Post-Closing Condition as described in
                 Paragraph 12 of this Eleventh Amendment;

                                  (17)     Lender shall have received, reviewed
                 and approved Borrower's budget for the construction of Aloha
                 Bay Phase II;





                                      -18-
<PAGE>   19
                                  (18)     Copies of all plans and
                 specifications for the construction of Aloha Bay Phase II,
                 together with evidence that the same have been approved by all
                 applicable federal, state and local authorities;

                                  (19)     Evidence that Aloha Bay Phase II is
                 properly zoned for the improvements to be constructed and
                 their intended use as a time-share resort and such zoning is
                 final and not subject to challenge;

                                  (20)     Borrower shall not have commenced
                 construction of any improvements on Aloha Bay Phase II nor
                 performed site clearance work or any other pre-construction
                 activity which would give rise to any mechanic's liens with
                 respect to Aloha Bay Phase II;

                          (r)     Prior to the funding of any Aloha Bay Phase
         II Construction Advances, Borrower shall have delivered to Lender the
         following, all of which shall be satisfactory to Lender:

                                  (1)      Final itemized breakdown of the cost
                 to (A) construct the improvements for Aloha Bay Phase II, and
                 (B) acquire furniture, fixtures and equipment to be contained
                 within Aloha Bay Phase II;

                                  (2)      Borrower shall deliver to Lender an
                 update of the ALTA survey of Aloha Bay Phase II indicating the
                 location of the foundations for the building improvements to
                 be constructed thereon and, after completion of all building
                 improvements, shall deliver to Lender an as-built ALTA survey
                 of Aloha Bay Phase II.

                                  (3)      Such insurance as required by Lender
                 with respect to Aloha Bay Phase II, written by insurers in
                 amounts and forms satisfactory to Lender, which insurance
                 shall be obtained at the sole cost of Borrower;

                                  (4)      Copies of all building and other
                 necessary or appropriate permits issued by each federal, state
                 and local authority having jurisdiction over the Property and
                 its intended uses in permitting construction of the
                 improvements thereon in accordance with the plans and
                 specifications therefor;

                                  (5)      Not later than ten (10) days prior
                 to the first Aloha Bay Phase II Construction Advance, copies
                 of all agreements between Borrower and any contractors
                 (together with copies of all contracts between the general
                 contractor and all subcontractors), architects, engineers,
                 managers or supervisors related to the construction,
                 maintenance, repair, leasing, management and operation of the
                 Aloha Bay Phase II, together with written agreements by such
                 persons or entities that they will perform for Lender the
                 services contracted to Borrower, notwithstanding the
                 occurrence of any event





                                      -19-
<PAGE>   20
                 of default and any foreclosure of the Aloha Bay Phase II
                 Mortgage (provided that such persons or entities continue to
                 receive payments under their respective contracts and provided
                 that Borrower is not required to deliver any such agreements
                 with respect to any subcontract unless specifically requested
                 by Lender in writing), and the consent of such persons or
                 entities to the collateral assignment by Borrower to Lender of
                 their respective contracts;

                                  (6)      A job progress schedule showing the
                 planned timing, progress of construction and completion date
                 for the improvements to be constructed, together with a
                 projected monthly funding schedule with respect to the
                 construction of Aloha Bay Phase II.  Such job progress
                 schedule, and funding schedules shall be supported by firm
                 contracts or purchase orders, must contain in detail all
                 "soft" costs, and all costs for furniture, fixtures and
                 equipment.  The construction budget shall include an adequate
                 interest reserve satisfactory to Lender in its sole
                 discretion, together with a contingency reserve for unexpected
                 and unanticipated costs, and shall not include any fees or
                 other amount payable to Borrower or its Affiliates;

                                  (7)      The certification by Borrower, the
                 Borrower's supervisory architect, the contractor and an
                 independent architect of Lender's selection (provided that
                 Borrower's obligation to pay for Lender's independent
                 architect's inspections shall not exceed $3,000.00), that:
                 (A) all work (including work, the cost of which was paid from
                 sources other than the Loan) performed is in substantial
                 accordance with the plans and specifications therefor; (B) all
                 governmental licenses and permits required for such
                 improvement as then completed have been obtained and will be
                 exhibited to the Lender upon request; (C) the improvements
                 (including improvements, the cost of which was paid from
                 sources other than the Loan) as then completed do not violate
                 and, if further completed in accordance with the plans and
                 specifications therefor, will not violate any law, ordinance,
                 rule or regulation or covenant, condition or restriction
                 affecting Aloha Bay Phase II; (D) the remaining undisbursed
                 proceeds of the Aloha Bay Phase II Construction Advances are
                 sufficient to pay for the completion of Aloha Bay Phase II;
                 (E) the information set forth in Borrower's request for an
                 Aloha Bay Phase II Construction Advance is true and accurate
                 in all material respects; (F) the Aloha Bay Phase II
                 Construction Advance is in an amount not in excess of the
                 value of the work and materials for which such Advance is
                 requested;

                                  (8)      Paid invoices and lien waivers
                 relating to the construction of the improvements for all work
                 through the date of the previous request for an Advance by
                 Borrower;





                                      -20-
<PAGE>   21
                                  (9)      Evidence that any inspection
                 required by any state, city or other governmental authority
                 has been completed with results satisfactory to that
                 authority;

                                  (10)     Simultaneously with each Aloha Bay
                 Phase II Construction Advance, an endorsement to Lender's
                 title insurance policy insuring that no intervening matters
                 have affected the priority of the Aloha Bay Phase II Mortgage
                 since its recordation (which endorsement shall be supplied to
                 Lender immediately prior to the contemplated Advance).

                                  (11)     Such other items as Lender may
                                           require.

                 11.      RECEIVABLES ADVANCES; LENDER'S ASSURANCES.  In
addition to the conditions set forth for the effectiveness of this Eleventh
Amendment as set forth in Paragraph 10 above, Lender's obligation to make
Advances of the Loan, from time to time, against Instruments or Contracts
arising from the sale of Units in the Aloha Bay Phase I or the Aloha Bay Phase
II is subject to and conditioned upon such Instruments or Contracts qualifying
as Eligible Receivables and is furthermore subject to and conditioned upon the
satisfaction of all other conditions precedent to the making of the Advance, as
set forth in the Loan Agreement.  In connection therewith, but without limiting
the generality of the foregoing, Lender's obligation to make Advances of the
Loan against Instruments or Contracts arising from the sale of Units in the
Aloha Bay Phase I and the Aloha Bay Phase II is subject to Lender's receipt and
approval of copies of the registrations/consents to sell/public offering
statements/prospectuses and/or approvals thereof required to be issued by or
used in all jurisdictions in which such Units will be offered for sale.  In the
event that, as part of Borrower's operation of Aloha Bay Phase I and Aloha Bay
Phase II (after construction of same) as timeshare resorts, Borrower records a
declaration of condominium or similar documentation with respect to the Aloha
Bay Phase I and/or Aloha Bay Phase II (which declaration or other documentation
shall be subject to Lender's review and approval in its sole and absolute
discretion), Lender shall provide such assurances as may be required under
Florida law or regulation or as otherwise required by any governmental agencies
applicable to Borrower's sale of Units in any state in which Borrower does
business, which assurances shall include, if necessary, modifying the Aloha Bay
Phase I Mortgage and Aloha Bay Phase II Mortgage, that (a) any insurance
proceeds (as defined in the Aloha Bay Phase I Mortgage or Aloha Bay Phase II
Mortgage, as applicable) payable as a result of any damage or destruction to
Aloha Bay Phase I or Aloha Bay Phase II, as applicable, will be made available
for purposes of repair and restoration of Aloha Bay Phase I or Aloha Bay Phase
II, as applicable, subject to such conditions and restrictions which may be
required by Lender (which conditions and restrictions may include without
limitation, the requirement that, to the extent permitted by law, Lender hold
such insurance proceeds and control the disbursement thereof as repairs are
actually made), and (b) in the event that Lender foreclosures its lien under
the Aloha Bay Phase I Mortgage or Aloha Bay Phase II Mortgage, as applicable,
Lender will not disturb the rights of any purchasers of any Units therein.





                                      -21-
<PAGE>   22
                 12.      ALOHA BAY PHASE I POST-CLOSING CONDITIONS.  Borrower
hereby agrees that, as additional conditions to Lender's obligation to fund the
Aloha Bay Phase II Acquisition Advance and any Aloha Bay Phase II Construction
Advances, and as conditions subsequent to Lender's obligations under this
Eleventh Amendment, Borrower shall, within one hundred twenty (120) days after
the date of this Eleventh Amendment, (a) cause all construction debris
currently located on Aloha Bay Phase I and identified in that Updated Phase I
Assessment Report prepared by FGS, Inc., dated July 25, 1994, as including, but
not limited to, wood, wood pallet, pipes and empty 55-gallon drums (the
"Construction Debris"), to be completely removed from Aloha Bay Phase I in
accordance with all applicable governmental laws, rules, regulations and
requirements, and provide written evidence of the removal of the Construction
Debris to Lender not later than one hundred twenty (120) days after the date of
this Eleventh Amendment, which written confirmation shall be made by FGS, Inc.,
and (b) provide a letter addressed to Lender, from Borrower's Nevada counsel
(which counsel is acceptable to Lender), which letter provides such assurances
as may be reasonbly requested by Lender, that the litigation matter referred to
in Item No. 10 of Schedule 1 of Exhibit "C" attached hereto should have no
material adverse effect on Borrower's business and financial condition due to
the relationship between the defendant in such matter and Borrower.

                 13.      COMMISSIONS.  Lender shall not be obligated to pay
any loan commission and/or brokerage fee in connection with the Advances of the
Loan made pursuant to this Eleventh Amendment.  Borrower shall pay any and all
such commissions and fees, if any, and hereby agrees to indemnify, defend and
hold harmless Lender from any claim for any such commissions or fees.  Lender
represents and warrants to Borrower that Lender has no knowledge of broker
involvement in the transactions contemplated by this Eleventh Amendment.

                 14.      INDEBTEDNESS ACKNOWLEDGED.  Borrower acknowledges
that the indebtedness evidenced by the Documents is just and owing and agrees
to pay the indebtedness in accordance with the terms of the Documents.
Borrower further acknowledges and represents that no event has occurred and no
condition presently exists that would constitute a default or event of default
by Lender under the Loan Agreement or any of the other Documents, with or
without notice or lapse of time.

                 15.      VALIDITY OF DOCUMENTS.  Borrower hereby ratifies,
reaffirms, acknowledges and agrees that the Loan Agreement and the other
Documents represent valid, enforceable and collectable obligations of Borrower,
and that Borrower presently has no existing claims, defenses (personal or
otherwise) or rights of setoff whatsoever with respect to the Obligations of
Borrower under the Loan Agreement or any of the other Documents.  Borrower
furthermore agrees that it has no defense, counterclaim, offset,
cross-complaint, claim or demand of any nature whatsoever which can be asserted
as a basis to seek affirmative relief or damages from Lender or GREFCO.





                                      -22-
<PAGE>   23
                 16.      REAFFIRMATION OF WARRANTIES.  Except to the extent,
if any, that the information in Exhibit 8.3(a) to the Loan Agreement has been
supplemented by Exhibit "C" attached hereto, Borrower hereby reaffirms to
Lender each of the representations, warranties, covenants and agreements of
Borrower as set forth in each of the Documents with the same force and effect
as if each were separately stated herein and made as of the date hereof.

                 17.      RATIFICATION OF TERMS AND CONDITIONS.  All terms,
conditions and provisions of the Loan Agreement, including the First Amendment,
Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth
Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment and Tenth
Amendment, and of each of the other Documents shall continue in full force and
effect and shall remain unaffected and unchanged except as specifically amended
hereby.  In the event of any conflict between the terms and conditions of this
Eleventh Amendment and any of the other Documents, the provisions of this
Eleventh Amendment shall control.

                 18.      OTHER WRITINGS.  Lender and Borrower will execute
such other writings as may be necessary to confirm or carry out the intentions
of Lender and Borrower evidenced by this Eleventh Amendment.

                 19.      EFFECTIVENESS OF AMENDMENT.  This Eleventh Amendment
shall not be effective until the same is executed and accepted by Lender in the
State of Arizona.

                 IN WITNESS WHEREOF, this instrument is executed as of the day
and year first above written.

PREFERRED EQUITIES CORPORATION,          FINOVA CAPITAL CORPORATION,
a Nevada corporation                     a Delaware corporation


By:                                      By:                                  
   -----------------------------------      --------------------------------
   Donald R. Middleton, Vice President   Title:                              
                                               ----------------------------

STATE OF ARIZONA              )
                              ) ss
County of Maricopa            )

                 BEFORE ME, the undersigned authority, a Notary Public in and
for the County and State aforesaid, on this day personally appeared DONALD R.
MIDDLETON, known to me to be the Vice President of PREFERRED EQUITIES
CORPORATION, a Nevada corporation, who acknowledged to me that the same was the
free act and deed of such corporation and that he, being authorized by proper
authority to do so, executed the





                                      -23-
<PAGE>   24
same on behalf of such corporation for the purposes and consideration therein
expressed, and in the capacity therein stated.

                 GIVEN UNDER MY HAND AND SEAL OF OFFICE this ______ day of
______________, 1995.

                                           -----------------------------------
                                           Notary Public                      


My commission expires:

____________________


STATE OF ARIZONA              )
                              ) ss
County of Maricopa            )

                 BEFORE ME, the undersigned authority, a Notary Public in and
for the County and State aforesaid, on this day personally appeared
_____________________________________________________________, known to me to
be the _____________________________ of FINOVA CAPITAL CORPORATION, a Delaware
corporation, who acknowledged to me that the same was the free act and deed of
such corporation and that s/he, being authorized by proper authority to do so,
executed the same on behalf of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.

                 GIVEN UNDER MY HAND AND SEAL OF OFFICE this ______ day of
______________, 1995.


                                           -----------------------------------
                                           Notary Public                      

My commission expires:

____________________





                                      -24-
<PAGE>   25

                                                             [ALOHA BAY PHASE I]

                                PROMISSORY NOTE

U.S. $3,600,000.00                                            September 22, 1995
                                                                Phoenix, Arizona


                 FOR VALUE RECEIVED, the undersigned PREFERRED EQUITIES
CORPORATION, a Nevada corporation ("Maker"), promises to pay to FINOVA CAPITAL
CORPORATION, a Delaware corporation ("Lender"), or order, at such place as the
holder of this Note ("Holder") may from time to time designate in writing, in
lawful money of the United States of America, the principal sum of THREE
MILLION SIX HUNDRED THOUSAND AND NO/100 DOLLARS (U.S. $3,600,000.00), or so
much thereof as has been disbursed and not repaid, together with interest on
the unpaid principal balance from time to time outstanding from the date hereof
until paid, as more fully provided for below.

                 Interest due under this Note shall (a) accrue daily on the
basis of the actual number of days in the computation period, (b) be calculated
on the basis of a year consisting of 360 days, and (c) be payable monthly in
arrears on the later of (i) ten (10) days after Lender mails an invoice or
statement therefor to Maker or (ii) the due date set forth in said invoice or
statement.  Interest shall accrue initially at an annual interest rate
("Initial Interest Rate") equal to Prime (as hereinafter defined) in effect on
the date of the initial advance of the loan evidenced by this Note ("Initial
Prime") plus 2-1/4% per annum, subject to adjustment on each Interest Rate
Change Date (as hereinafter defined), but in no event to exceed the maximum
contract rate permitted under the Applicable Usury Law (as hereinafter
defined).  The interest rate shall change on each Interest Rate Change Date by
adding to or subtracting from the Initial Interest Rate, as the case may be,
the change, if any, between Initial Prime and Prime in effect on the applicable
Interest Rate Change Date.  As used in this Note, the following capitalized
terms have the meaning set forth opposite them below:

                 "Prime" shall mean the rate of interest publicly announced,
                 from time to time, by Citibank, N.A., New York, New York
                 ("Citibank"), as the corporate base rate of interest charged
                 by Citibank to its most creditworthy commercial borrowers
                 notwithstanding the fact that some borrowers of Citibank may
                 borrow from Citibank at rates of less than such announced
                 Prime rate; and

                 "Interest Rate Change Date" means (a) the first business day
                 of Citibank, N.A., in New York, New York, during the calendar
                 month following the date of the initial advance of the loan
                 evidenced by this Note and (b) the first business day of
                 Citibank, N.A., during each successive month thereafter.
<PAGE>   26
                 The principal sum of this Note shall be repaid in the manner
set forth in the Loan Agreement (as defined below), the applicable provisions
of which are incorporated herein by reference as if fully set forth herein.

                 Payments of principal and/or interest shall, at the option of
Holder, earn interest after they are due at a rate ("Overdue Rate") equal to
(a) 2% per annum above the rate otherwise payable hereunder or (b) the maximum
contract rate permitted under the Applicable Usury Law, whichever of (a) or (b)
is lesser.  Furthermore, in the event of the occurrence of an Event of Default
(as the term "Event of Default" is defined in the Loan Agreement) the unpaid
principal balance of this Note shall, at the option of Holder, accrue interest
at the Overdue Rate.

                 This Note is executed pursuant to that certain Amendment No.
11 to Amended and Restated Loan and Security Agreement of even date herewith
between Maker and Lender (such Amended and Restated Loan and Security
Agreement, as amended, the "Loan Agreement").  All capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement, the applicable provisions of which are incorporated herein by
reference.

                 All payments made under this Note shall be applied first
against amounts due hereunder or under the Loan Agreement, other than principal
and interest; second, against interest then due under this Note; and third,
against the principal of this Note.

                 In the event any installment of principal and/or interest
required to be made in connection with the indebtedness evidenced hereby is not
paid when due and, except in the case of the final installment, for which no
grace period is allowed, such default continues for five days after notice
thereof to Maker or an Event of Default occurs, Holder may, at its option,
without notice or demand, declare immediately due and payable the entire unpaid
principal balance hereof, all accrued and unpaid interest thereon, and all
other charges owing in connection with the loan evidenced hereby.

                 The contracted for rate of interest of the loan contemplated
hereby, without limitation, shall consist of the following: (i) the interest
rate, calculated and applied to the principal balance of this Note in
accordance with the provisions of this Note; (ii) Overdue Rate, calculated and
applied to the amounts due under this Note in accordance with the provisions
hereof; (iii) Aloha Bay Phase I Commitment Fee; (iv) any incentive fees payable
under the Loan Agreement; and (v) all Additional Sums (as hereinafter defined),
if any. Maker agrees to pay an effective contracted for rate of interest which
is the sum of the above-referenced elements.





                                      -2-
<PAGE>   27
                 All fees, charges, goods, things in action or any other sums
or things of value (other than amounts described in the immediately previous
paragraph), paid or payable by Maker (collectively, the "Additional Sums"),
whether pursuant to this Note, the Loan Agreement, the other Documents or any
other documents or instruments in any way pertaining to this lending
transaction, or otherwise with respect to this lending transaction, that under
any applicable law may be deemed to be interest with respect to this lending
transaction, for the purpose of any applicable law that may limit the maximum
amount of interest to be charged with respect to this lending transaction,
shall be payable by Maker as, and shall be deemed to be, additional interest,
and for such purposes only, the agreed upon and "contracted for rate of
interest" of this lending transaction shall be deemed to be increased by the
rate of interest resulting from the Additional Sums.

                 This Note is not prepayable in whole or in part other than as
a result of the application to the unpaid principal balance hereof of Aloha Bay
Phase I Release Fees arising from the release of Units from the Security
Interests.

                 In the event that Holder institutes legal proceedings to
enforce this Note and Holder is the prevailing party in such proceeding, Maker
agrees to pay Holder, in addition to any indebtedness due and unpaid, all costs
and expenses of such proceedings, including, without limitation, attorneys'
fees.

                 Holder shall not by any act or omission or commission be
deemed to waive any of its rights or remedies hereunder unless such waiver be
in writing and signed by an authorized officer of Holder and then only to the
extent specifically set forth therein; a waiver on one occasion shall not be
construed as continuing or as a bar to or waiver of such right or remedy on any
other occasion.  All remedies conferred upon Holder by this Note or any other
instrument or agreement connected herewith or related hereto shall be
cumulative and none is exclusive and such remedies may be exercised
concurrently or consecutively at Holder's option.

                 Every person or entity at any time liable for the payment of
the indebtedness evidenced hereby waives: presentment for payment, protest and
demand; notice of protest, demand, dishonor and nonpayment of this Note; and
trial by jury in any litigation arising out of, relating to or connected with
this Note or any instrument given as security herefor.  Every such person or
entity further consents that Holder may renew or extend the time of payment of
any part or the whole of the indebtedness at any time and from time to time at
the request of any other person or entity liable therefor.  Any such renewals
or extensions may be made without notice to any person or entity liable for the
payment of the indebtedness evidenced hereby.

                 This Note is given and accepted as evidence of indebtedness
only and not in payment or satisfaction of any indebtedness or obligation.





                                      -3-
<PAGE>   28
                 Time is of the essence with respect to all of Maker's
obligations and agreements under this Note.

                 This Note and all of the provisions, conditions, promises and
covenants hereof shall be binding in accordance with the terms hereof upon
Maker, its successors and assigns, provided nothing herein shall be deemed
consent to any assignment restricted or prohibited by the terms of the Loan
Agreement.  If more than one person or other entity has executed this Note as
Maker, the obligations of such persons and entities shall be joint and several.

                 This Note has been executed and delivered in Phoenix, Arizona,
and the obligations of Maker hereunder shall be performed in Phoenix, Arizona.
THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ARIZONA AND,
TO THE EXTENT THEY PREEMPT THE LAWS OF SUCH STATE, THE LAWS OF THE UNITED
STATES.  Maker (a) hereby irrevocably submits itself to the process,
jurisdiction and venue of the courts of the State of Arizona, Maricopa County,
and to the process, jurisdiction and venue of the United States District Court
for Arizona, for the purposes of suit, action or other proceedings arising out
of or relating to this Note or the subject matter hereof brought by Holder and
(b) without limiting the generality of the foregoing, hereby waives and agrees
not to assert by way of motion, defense or otherwise in any such suit, action
or proceeding any claim that Maker is not personally subject to the
jurisdiction of the above-named courts, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper.

                 It is the intent of the parties to comply with the usury law
("Applicable Usury Law") applicable pursuant to the terms of the preceding
paragraph or such other usury law which is applicable if the law chosen by the
parties is not.  Accordingly, it is agreed that notwithstanding any provisions
to the contrary in this Note, or in any of the documents securing payment
hereof or otherwise relating hereto, in no event shall this Note or such
documents require the payment or permit the collection of interest in excess of
the maximum contract rate permitted by the Applicable Usury Law.  In the event
(a) any such excess of interest otherwise would be contracted for, charged or
received from Maker or otherwise in connection with the loan evidenced hereby,
or (b) the maturity of the indebtedness evidenced by this Note is accelerated
in whole or in part, or (c) all or part of the principal or interest of this
Note shall be prepaid, so that under any of such circumstance the amount of
interest contracted for, shared or received in connection with the loan
evidenced hereby, would exceed the maximum contract rate permitted by the
Applicable Usury Law, then in any such event (1) the provisions of this
paragraph shall govern and control, (2) neither Maker nor any other person or
entity now or hereafter liable for the payment hereof will be obligated to pay
the amount of such interest to the extent that





                                      -4-
<PAGE>   29
it is in excess of the maximum contract rate permitted by the Applicable Usury
Law, (3) any such excess which may have been collected shall be either applied
as a credit against the then unpaid principal amount hereof or refunded to
Maker, at Holder's option, and (4) the effective rate of interest will be
automatically reduced to the maximum amount of interest  permitted by the
Applicable Usury Law.  It is further agreed, without limiting the generality of
the foregoing, that to the extent permitted by the Applicable Usury Law:  (x)
all calculations of interest which are made for the purpose of determining
whether such rate would exceed the maximum contract rate permitted by the
Applicable Usury Law shall be made by amortizing, prorating, allocating and
spreading during the period of the full stated term of the loan evidenced
hereby, all interest at any time contracted for, charged or received from Maker
or otherwise in connection with such loan; and (y) in the event that the
effective rate of interest on the loan should at any time exceed the maximum
contract rate allowed under the Applicable Usury Law, such excess interest that
would otherwise have been collected had there been no ceiling imposed by the
Applicable Usury Law shall be paid to Holder from time to time, if and when the
effective interest rate on the loan otherwise falls below the maximum amount
permitted by the Applicable Usury Law, to the extent that interest paid to the
date of calculation does not exceed the maximum contract rate permitted by the
Applicable Usury Law, until the entire amount of interest which would have
otherwise been collected had there been no ceiling imposed by the Applicable
Usury Law has been paid in full.  Maker further agrees that should the maximum
contract rate permitted by the Applicable Usury Law be increased at any time
hereafter because of a change in the law, then to the extent not prohibited by
the Applicable Usury Law, such increases shall apply to all indebtedness
evidenced hereby regardless of when incurred; but, again to the extent not
prohibited by the Applicable Usury Law, should the maximum contract rate
permitted by the Applicable Usury Law be decreased because of a change in the
law, such decreases shall not apply to the indebtedness evidenced hereby
regardless of when incurred.

                 In the event of any conflict or inconsistency between the
provisions of this Note and the provisions of the Loan Agreement, the
provisions of the Loan Agreement shall control.

                            PREFERRED EQUITIES 
                            CORPORATION, a Nevada corporation
                            "Maker"


                            By:_______________________________________________
                               Donald R. Middleton, Vice President
Address:
4310 Paradise Road
Las Vegas, Nevada 89109





                                      -5-
<PAGE>   30

Attn:  President





                                      -6-