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                                PROMISSORY NOTE

$200,000.00                                               DATED: March 19, 1998

         FOR VALUE RECEIVED, the undersigned TRACT 4, INC., a Florida
Corporation, (hereinafter referred to as "Maker"), promises to pay to the order
of MEDLEY CREDIT ACCEPTANCE CORP., a Delaware Corporation, or its successors or
assigns, ( hereinafter referred to as "Holder") at 1100 Ponce de Leon Blvd.,
Coral Gables, Fla. 33134 or at such place as the Holder hereof may from time to
time designate in writing, the principal sum of $200,000.00, or so much as has
been funded with interest thereon, at the rate of 12% per annum, all to be
repaid in lawful money of the United States of America, as follows:

                  Commencing on the 1S'day of June 1998 and the 1st day of each
                  month thereafter the Maker shall pay the Holder the sum of
                  $3,500.00 per month in principal and interest. The entire
                  unpaid principal balance, together with accrued interest
                  shall be due and payable in full on or before May 31, 2001.

         Payments made pursuant to this Note shall be applied first to accrued
and unpaid interest, and the balance, if any, to principal.

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

         It is agreed hereby that if any payment of the principal sum above
mentioned or any installment thereof, or any interest thereon, not be made when
due, or if default be made in the performance of, or compliance with any of the
other covenants and conditions of this Note, or in any Agreement now or
hereafter in effect securing payment of this Note; or upon the insolvency or
bankruptcy of the Maker hereof; then in any and all such events, the entire
amount of principal of this Note, with all interest then accrued, shall, at the
option of the Holder of this Note and without notice (the Maker hereby
expressly waiving notice of such default) be due and collectible, time being of
the essence of this Note.

         If this Note shall not be paid at maturity or according to the tenor
thereof, and strictly as above provided, it may be placed in the hands of any
attorney at law for collection, and in that event each Party liable for the
payment thereof, as Maker, Endorser, Guarantor or otherwise, hereby agrees to
pay the Holder hereof, in addition to the sums above stated, a reasonable sum
as an attorney's fee, which shall include attorney's fees at the trial level
and on appeal, together with all reasonable costs incurred.

         After maturity or default, this Note shall bear interest at the
highest rate permitted under the then applicable law, further provided,
however, that in no event shall such rate exceed the highest rate permissible
under the applicable law.

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         As to this Note, and any instrument securing the indebtedness
represented by this Note, the Maker, Endorser and any Guarantor severally waive
all applicable exemption rights, whether under the State Constitution,
Homestead laws or otherwise, and also severally waive valuation and
appraisement, presentment, protest and demand, demand, notice of protest,
demand and dishonor, and expressly agree that the maturity date of this Note or
any payment hereunder, may be extended from time to time without in any way
affecting the liability of the Maker, Endorsers or Guarantors.

         Nothing herein contained, nor in any instrument or transaction related
hereto, shall be construed or so operate as to require the Maker or any person
liable for the payment of the loan made pursuant to this Note, to pay interest
in an amount, or at a rate greater than the highest rate permissible under
applicable law. Should any interest or other charges paid by the Maker, or any
Parties liable for the payment of the loan made pursuant to this Note, result
in the computation or earning of interest in excess of the highest rate
permissible under applicable law, then any and all such excess shall be and the
same is hereby waived by the Holder hereof, and all such excess shall be
automatically credited against, and in reduction of the principal balance, and
any portion of said excess which exceeds the principal balance shall be paid by
the Holder hereof to the Maker, and any parties liable for the payment of the
loan made pursuant to this Note, it being the intent of the Parties that under
no circumstances shall the Maker be required to pay interest in excess of the
highest rate permissible under applicable law.

         Time is of the essence as to the Maker's obligations under this Note.

         If any provision or portion of this Note is declared or found by a
Court of competent jurisdiction to be unenforceable or null and void, such
provision or portion of this Note shall be deemed stricken and severed from
this Note, and the remaining provisions and portions of this Note shall
continue in full force and effect.

         This Note may not be amended, extended, renewed or modified, and no
waiver of any provision of this Note shall be effective, except by an
instrument in writing executed by the Holder. Any waiver of any of the
provisions of this Note shall be effective only in the specific instance and
for the specific purpose for which it is given.

         EXCEPT AS PROHIBITED BY LAW, NEITHER THE HOLDER NOR MAKER SHALL SEEK A
JURY TRIAL IN ANY LAW SUIT, PROCEEDING OR COUNTER CLAIM, BASED UPON, OR ARISING
OUT OF THIS NOTE, THE COLLATERAL OR THE RELATIONSHIP BETWEEN THE HOLDER AND THE
MAKER. IF THE SUBJECT MATTER OF ANY SUCH LAW SUIT IS ONE IN WHICH THE WAIVER OF
A JURY TRIAL IS PROHIBITED, NEITHER THE HOLDER NOR MAKER SHALL PRESENT AS A
COUNTER CLAIM IN SUCH LAW SUIT ANY CLAIM ARISING OUT OF THIS NOTE. FURTHERMORE,
NEITHER THE HOLDER, NOR MAKER SHALL SEEK TO CONSOLIDATE ANY ACTION IN WHICH A
JURY HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE
WAIVED.

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         This Note is to be construed according to the applicable laws of the
State of Florida and the United States of America.


                                            TRACT 4, INC.
                                            a Florida Corporation



                                            By:
                                               -------------------------------
                                               Maynard J. Hellman, President

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