Florida documentary stamp  _________________ the amount required by law has
     been paid with respect to this  promissory note and proper stamps have been
     affixed to, or the proper legend has been stated on, the mortgage  securing
     this promissory note pursuant to Florida Statutes Chapter 201.08.


                                 PROMISSORY NOTE

Borrower:       River Bay Plaza XXIV, L.P.
                13760 Noel Road, Suite 600, LB70
                Dallas, TX 75240

Lender:           BARNETT BANK, N.A.
                  P.O. Box 40329
                  Jacksonville, FL 32203-0329

Principal Amount: $1,650,000.00                Date of Note:  June 1, 1998

PROMISE TO PAY. River Bay Plaza XXIV,  L.P.,  jointly and severally if more than
one ("Borrower"), promises to pay to BARNETT BANK, N.A. ("Lender"), or order, in
lawfully obtained money of the United States of America, the principal amount of
One  Million  Six  Hundred  Fifty  Thousand  & 00/100  Dollars  ($1,650,000.00),
together  with  interest  on  the  unpaid  principal  balance  from  date(s)  of
disbursement, until paid in full as set forth herein.

PAYMENT.  Subject to any payment  changes  resulting  from changes in the Index,
Borrower will pay this loan in accordance with the following payment schedule:

     12 consecutive  monthly  interest  payments,  beginning July 1, 1998,  with
     interest calculated on the unpaid principal balances at an interest rate of
     1.750  percentage  points over the Index  described  below;  22 consecutive
     monthly principal and interest payments in the initial amount of $13,301.23
     each,  beginning  July 1,  1999,  with  Interest  calculated  on the unpaid
     principal  balances at an interest rate of 1.750 percentage points over the
     Index described  below; and 1 principal and interest payment in the initial
     amount of $1,584,713.19 on April 15, 2001, with interest  calculated on the
     unpaid principal  balances at an interest rate of 1.750  percentage  points
     over the Index  described  below.  This estimated final payment is based on
     the assumption that all payments will be made exactly as scheduled and that
     the  Index  does not  change;  the  actual  final  payment  will be for all
     principal and accrued interest not yet paid, together with any other unpaid
     amounts under this Note.

The annual interest rate for this Note is computed on a 365/360 basis;  that is,
by  applying  the  ratio of the  annual  interest  rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the  principal  balance  is  outstanding.  Borrower  will pay  Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing.  Payments shall be allocated between principal,  interest, costs, fees,
if any, in the discretion of Lender.  Any payment to be debited from  Borrower's
designated  account will be debited on the scheduled due date;  however,  if the
scheduled  due date is on a weekend or holiday,  the payment  will be debited on
the next non-weekend/holiday day.






<PAGE>
VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an  independent  index  which is the Libor Rate
(as defined herein) (the "Index").  The Index is not necessarily the lowest rate
charged by Lender on its loans. If the Index becomes unavailable during the term
of this loan,  Lender may designate a substitute index after notice to Borrower.
Borrower  understands  that  Lender may make loans based on other rates as well.
The interest rate change will not occur more often than each 1 month period. The
interest  rate shall change on the first  Business  Banking Day of each Interest
Period.  For  purposes  hereof,  the  following  terms shall have the  following
meanings:  (a) "Business Banking Day" shall mean each day other than a Saturday,
a Sunday or any holiday on which commercial  banks in Jacksonville,  Florida are
closed for business; (b) "Interest Period" shall mean (i) initially,  the period
commencing the Date of Note and ending the day  immediately  preceding the first
Interest  Rate  Change  Date or (ii)  subsequently,  the period  commencing  any
Interest Rate Change Date and ending on the day  immediately  preceding the next
subsequent Interest Rate Change Date; (c) "Interest Rate Change Date" shall mean
the first  Business  Banking Day of each 1 month period;  (d) "Libor Rate" shall
mean the  offered  rate for  deposits  in United  States  dollars  in the London
Interbank  market for a 1 month period which appears on the Libor Rate Reference
Page as of 11:00 a.m.  (London time) on the day that is two London  Banking Days
preceding the first Business  Banking Day of each Interest  Period.  If at least
two such rates appear on the applicable Libor Rate Reference Page, the rate will
be the arithmetic  mean of such offered rates;  (e) "Libor Rate Reference  Page"
shall mean either (i) the Reuters Screen LIBO Page,  (ii) the Dow Jones Telerate
Page 3750, or (iii) such other  nationally  recognized  source,  as from time to
time may be used by Lender in its sole discretion as a reference for determining
an  applicable  Libor Rate;  (f) "London  Banking Day" shall mean each day other
than a Saturday,  a Sunday or any holiday on which  commercial  banks in London,
England are closed for business. The interest rate or rates to be applied to the
unpaid principal  balance of this Note will be the rate or rates set forth above
in the  "Payment"  section.  Notwithstanding  any other  provision of this Note,
after the first payment stream,  the interest rate for each  subsequent  payment
stream will be effective as of the last payment date of the just-ending  payment
stream.  Lender  will tell  Borrower  the  current  Index  rate upon  Borrower's
request.  NOTICE:  Under no circumstances will the effective rate of interest on
this Note be more than the maximum  rate  allowed by  applicable  law.  Whenever
increases occur in the interest rate,  Lender, at its option, may do one or more
of the following:  (a) increase  Borrower's  payments to ensure  Borrower's loan
will pay off by its  original  final  maturity  date,  (b)  increase  Borrower's
payments to cover  accruing  interest,  (c)  increase  the number of  Borrower's
payments,  and (d) continue  Borrower's payments at the same amount and increase
Borrower's  final  payment.  Upon demand for payment of this Note,  the interest
rate on this Note to be  applied  to the unpaid  balance  of  principal,  unpaid
accrued  interest,  costs and fees, to be applicable until paid in full, will be
the highest interest rate permitted by applicable law.

PREPAYMENT. Borrower may pay all or a portion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in writing,  relieve
Borrower of Borrower's obligation to continue to make payments under the payment
schedule.  Rather,  they will reduce the principal balance due and may result in
Borrower making fewer payments.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the unpaid  portion of the  regularly  scheduled  payment or  $100.00,
whichever is greater.




<PAGE>
DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due;  (b)  Borrower  breaks any written
promise  Borrower has made to Lender,  or Borrower fails to perform  promptly at
the time and  strictly  in the manner  provided  in this Note or in any  written
agreement  related  to this  Note,  or in any other  written  agreement  or loan
Borrower has with Lender,  contingent or absolute,  due or to become due, now or
hereafter  existing;  (c) A breach  of any  term or  condition  of any  security
agreement,  pledge  agreement,  mortgage loan  agreement or any other  agreement
related to or  securing  this Note  regardless  if said  document is executed by
Borrower,  any guarantor or a third-party not liable for this Note, upon which a
cure period,  if any,  contained in said agreement has expired;  (d) suspension,
liquidation,  sale  or  transfer  of  Borrower's  business  or  assets;  (e) Any
representation,  warranty,  statement  or report made or  furnished to Lender by
Borrower  or on  Borrower's  behalf  is false,  or  misleading  in any  material
respect; (f) Borrower becomes insolvent, a receiver is appointed for any part of
Borrower's property,  Borrower makes an assignment for the benefit of creditors,
or any proceeding is commenced  either by Borrower or against Borrower under any
bankruptcy or insolvency

HERETO,  OR  THERETO,  SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY AND EACH
PARTY WAIVES THE RIGHT TO TRIAL BY JURY;  (II) EACH WAIVES ANY RIGHT IT MAY HAVE
TO CLAIM OR  RECOVER,  IN ANY SUCH  SUIT,  ACTION OR  PROCEEDING,  ANY  SPECIAL,
EXEMPLARY,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL  DAMAGES;  AND (III) THIS SECTION IS A SPECIFIC AND MATERIAL
ASPECT OF THIS  DOCUMENT AND LENDER  WOULD NOT EXTEND  CREDIT IF THE WAIVERS SET
FORTH IN THIS SECTION WERE NOT A PART OF THIS DOCUMENT.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.


BORROWER:
River Bay Plaza XXIV, L.P.



By:    /s/  Ron K. Taylor
       -------------------
       River Bay Plaza Corp, General Partner, 
       Ron K. Taylor, President