Exhibit 10.2

                     UNSECURED SUBORDINATED PROMISSORY NOTE

US $37,000,000.00                                            _______________, __
                                                            (Place of Execution)

                                                             __________ __, 2007

      FOR VALUE RECEIVED, the [undersigned],(1) jointly and severally promise to
pay to the order of Six Flags, Inc., whose address is 1540 Broadway, 15th Floor;
New York, New York 10036 ("Holder"), the principal sum of THIRTY-SEVEN MILLION
AND NO/100 DOLLARS ($37,000,000.00), together with interest (as then in effect,
the "Interest Rate") on the outstanding principal balance from the date hereof,
until paid, at the rate of seven and one-half percent per annum until
_____________ ___, 2009 ("Period One") and at the rate of eight and one-half
percent per annum from _____________ ___, 2009 until __________ __, 2017 (the
"Maturity Date," and such period between Period One and the Maturity Date,
"Period Two"), in lawful money of the United States of America. Accrued and
unpaid interest only shall be due and payable monthly on the outstanding
principal balance at the applicable Interest Rate beginning on _________ __,
2007, and continuing on the first (1st) day of each month thereafter until the
Maturity Date. In addition, the principal shall be due and payable in
consecutive annual payments of ONE MILLION SEVEN HUNDRED THOUSAND AND NO/100TH
DOLLARS (US $1,700,000.00), on the first calendar day of __________ beginning on
__________ 1, 2008, and continuing on each anniversary thereof through and
including _________ 1, 2016, and the entire indebtedness evidenced hereby shall
be due and payable in full, together with a balloon payment of
[____________________________] ($[_____]) on the Maturity Date; provided,
however, that if the amount of the Limited Rent Guaranty (Six Flags) to be
provided by Holder in favor of the Landlords (as defined therein) under the
Leases is less than $9,999,999 (the excess of $9,999,999 over the amount of such
guaranty, the "Deferred Amount"), then payments of principal and interest under
this Note shall be deferred until such time as the total amount of deferred
payments of principal and interest equal the Deferred Amount, and the Deferred
Amount shall be added to the balloon payment due hereunder on the Maturity Date.
If any installment under this Note is due on a day that is not a Business Day
(as defined herein), such installment shall be deemed to be due and payable on
the next Business Day and such extension of time shall be taken into account in
calculating the amount of interest payable under this Note. All computation of
interest shall be made by Holder on the basis of a year of 360 days.

      At any time from the date of this Note, the undersigned may prepay the
entire or any portion of the unpaid principal balance of this Note in full or in
part on the last Business Day before a scheduled monthly payment date without
any additional payment of a prepayment fee or penalty. Upon prepayment of this
Note, the undersigned shall simultaneously pay any and all interest accrued on
this Note through and including the date of such prepayment.

      From time to time, without affecting the obligation of the undersigned or
the successors or assigns of the undersigned to pay the outstanding principal
balance of this Note and observe the covenants of the undersigned contained
herein (after any applicable notice or cure period, if any), and without
affecting the guaranty of any person, corporation, partnership or other entity
for payment of the outstanding principal balance of this Note, without giving
notice to or obtaining the consent of the undersigned, the successors or assigns
of the undersigned or guarantors, and without liability on the part of Holder,
Holder may, at the option of Holder, extend the time for payment of said
outstanding principal balance or any part thereof, reduce the payments thereon,
release anyone liable on any of said outstanding principal balance, accept a
renewal of this Note, modify the terms and time of payment of said outstanding
principal balance, join in any extension or subordination agreement, release any
security given herefor, take or release other or additional security, and agree
in writing with the undersigned to modify the rate of interest or period of
amortization of this Note or change the amount of the monthly installments
payable hereunder or otherwise modify, amend or waive any term or provision of
this Note.

      Presentment, notice of dishonor, right to set off and counterclaim, and
protest are hereby waived by the undersigned.

      Unless applicable law requires otherwise, so long as no Event of Default
(as defined below) occurs and is continuing, all payments received by Holder
under this Note shall be applied by Holder to the interest, fees and costs and
the principal (if applicable) of the Note. If an Event of Default occurs and is
continuing, Holder may apply any payments received by Holder in any amount and
in any order as Holder shall determine in Holder's sole discretion.

      Any forbearance by Holder in exercising any right or remedy under this
Note shall not be a waiver of or preclude the exercise of any right or remedy.

      Capitalized terms used herein but not defined herein have the respective
meanings given them in the Leases (as defined in Schedule A hereto).

I. DEFAULTS.

      A. Events of Default. The occurrence of any one or more of the following
events with respect to the undersigned shall constitute an event of default
hereunder (an "Event of Default"):

      (1)   Any installment under this Note is not received by Holder within
            five (5) calendar days after the due date and such default is not
            cured by the undersigned within five (5) calendar days of the
            receipt of written notice from Holder;

      (2)   The undersigned fails to observe or perform any other term of this
            Note;

      (3)   The undersigned makes any materially incorrect or misleading
            representation or warranty to Holder in connection with this Note or
            in any certificate, report, financial statement or other information
            delivered to the Holder;

      (4)   Any provision of this Note for any reason ceases to be valid and
            binding on or enforceable against the undersigned or the undersigned
            so states in writing;

      (5)   The undersigned (i) defaults in any payment of principal of or
            interest on any indebtedness or contingent obligation (other than
            its obligation under this Note) or (ii) defaults in the observance
            or performance of any agreement or condition relating to any
            indebtedness or contingent obligation (other than this Note) or
            contained in any instrument or agreement evidencing, securing or
            relating thereto, or any other event shall occur, the effect of
            which is to permit such indebtedness or contingent obligation to be
            declared due and payable or such indebtedness or contingent
            obligation shall otherwise become due or required to be prepaid
            prior to its stated maturity (determined without regard to whether
            any notice is required); provided, that it shall not constitute an
            Event of Default pursuant to clause (i) or (ii) above unless the
            aggregate principal amount of all such indebtedness or contingent
            obligations as described in clauses (i) and (ii), inclusive, exceeds
            $2,000,000 at any one time;

      (6)   One or more judgments, orders or decrees is entered against the
            undersigned involving a liability not paid or fully covered by
            insurance in excess of $2,000,000 for all such judgments and decrees
            and all such judgments or decrees shall not have been vacated,
            discharged or stayed or bonded pending appeal within sixty (60) days
            from the entry thereof;

      (7)   Any of the following occurs: (i) the merger or consolidation of the
            undersigned with or into any other person other than an affiliate of
            the undersigned, (ii) the dissolution or liquidation of the
            undersigned or (iii) the sale of all or substantially all of the
            assets of the undersigned; or

      (8)   Any of the events that may be deemed an event of default, taking
            into account all applicable cure periods, if any, in accordance with
            Section 12.1 of any of the Leases (as defined in Schedule A hereto),
            as currently in effect as of the date of this Note and any amendment
            of which in the Leases shall not be deemed to be an amendment for
            purposes of this Note, occurs, and as a result thereof, the Landlord
            under such Leases shall have declared a default.

      Holder shall deliver a written notice of any Event of Default to the
undersigned (the "Notice of Default") as soon as practicable after Holder has
knowledge of such Event of Default.

      The undersigned shall deliver to Holder a copy of any notice of default
that the undersigned receives with respect to the Leases upon its receipt
thereof.

      B. Additional Interest; Late Charge. Upon an Event of Default, the balance
of this Note shall bear additional interest equal to four percent (4%) per annum
in excess of the Interest Rate (except as hereafter provided in Section V.C
hereof) (the "Default Rate"), computed from the date the undersigned receives
the Notice of Default to the date the Event of Default is no longer continuing,
as evidenced by written notice from Holder to the undersigned; provided,
however, that if the Default Rate is in excess of the amount permitted to be
charged to the undersigned under applicable federal or state law, Holder shall
be entitled to collect additional interest at the highest rate permitted by such
law. In addition to the foregoing, upon an Event of Default pursuant to Section
I.A.(1) hereof, the undersigned shall pay to Holder a late charge equal to three
percent (3%) of each payment past due for five (5) or more calendar days, such
late charge to be immediately due and payable without demand by Holder.

      C. Acceleration. If the undersigned fails to cure any Event of Default
described in Section I.A.(1) hereof within five (5) calendar days of its receipt
of the Notice of Default or any other Event of Default within thirty (30)
calendar days of its receipt of Notice of Default, then, pursuant to written
notice to the undersigned, Holder may, at any time that such Event of Default is
continuing, accelerate this Note and declare all outstanding and unpaid
principal, interest, additional interest and late charges then due and payable,
regardless of any prior forbearance. If Holder elects to accelerate the Note,
the undersigned shall also pay to Holder all of Holder's reasonable expenses and
costs in connection with Holder's collection hereunder, including, without
limitation, reasonable attorneys' fees, court costs and expenses, including
attorneys' fees and expenses on any appeal and without relief from valuation and
appraisement laws.

II. REPRESENTATIONS

      By its execution hereof, the undersigned represents that:

         A. Authority. The undersigned has the legal capacity, power and ability
to execute and deliver this Note and to perform all of its obligations
hereunder. This Note is the legal, valid and binding obligation of the
undersigned, enforceable against the undersigned in accordance with the terms
hereof.

         B. No Conflict; Consents. The execution, delivery and performance by
the undersigned of this Note do not and will not (i) violate any law, rule or
regulation, conflict with any agreement, instrument or other document or order,
judgment, injunction or determination by which the undersigned or any of its
assets are bound or (ii) require the consent or approval of any governmental
authority or other person or entity.

III. ADDITIONAL COVENANTS.

      In addition to the covenants and agreements made in this Note, the
undersigned further covenants and agrees (and shall cause its successors or
assigns to covenant and agree) with and in favor of Holder as follows:

      A. Monthly Financial Statements. Throughout the term of this Note the
undersigned shall deliver to Holder a copy of the information delivered to the
Landlord under Section 17.2 of the Lease.

      B. Audited Financial Statements. The undersigned shall deliver to Holder
within forty-five (45) days after the end of each Fiscal Year, a profit and loss
statement, balance sheet and statement of cash flow showing results from
operations during such Fiscal Year. The aforesaid financial statements shall be
accompanied by a Certificate of the Chief Executive Officer or the Chief
Financial Officer of the undersigned (or of the undersigned's general partner or
managing member, if applicable) (an "Officer's Certificate") which, for purposes
hereof shall mean a Certificate of the Chief Executive Officer or the Chief
Financial Officer of the undersigned (which Certificate shall also be certified
by another officer, or partner or member of the undersigned) in which such
Officer shall certify to the best of such Officer's knowledge (a) that such
statements have been properly prepared in accordance with GAAP and are true,
correct and complete in all material respects and fairly present the
consolidated financial condition of the undersigned at and as of the dates
thereof and the results of its operations for the period covered thereby, and
(b) that no Event of Default has occurred and is continuing hereunder or under
the Leases. If the Holder shall determine in its reasonable discretion that the
Holder could be required to include the assets, liabilities and results of the
activities of the undersigned and their Affiliates in the consolidated financial
statements of the Holder pursuant to applicable accounting requirements and
guidance (the foregoing, a "Consolidation Determination"), then the undersigned
shall also deliver to Holder at any time and from time-to-time, upon not less
than twenty (20) days notice from Holder, any financial statements or other
financial reporting information required to be filed by Holder with the SEC or
any other governmental authority or required pursuant to any order issued by any
Governmental Agencies or arbitrator in any litigation to which Holder is a party
for purposes of compliance therewith ("Additional Information"). If the
undersigned is required to incur any additional material out of pocket costs,
fees and expenses in preparing such Additional Information other than in the
ordinary course of the undersigned's obligations hereunder, Holder shall
reimburse the undersigned for all reasonable costs, fees and expenses incurred
in such preparation. Notwithstanding the foregoing, in the event that the
undersigned's financial records are not otherwise being reviewed or audited by
an independent certified public accountant then the Holder will accept financial
statements certified true and correct by the Chief Financial Officer of the
undersigned to the best of such Officer's knowledge (or of the undersigned's
general partner or managing member, if applicable). If Holder makes a
Consolidation Determination, in connection with Holder's responsibility to
maintain effective internal controls over financial reporting and the
requirements for complying with the Sarbanes-Oxley Act of 2002 ("SOX"), the
undersigned hereby agrees to provide reasonable access to the undersigned's
books and records and properties, upon reasonable prior oral or written notice
to the undersigned and reasonable assistance necessary to Holder that will allow
Holder to conduct activities necessary to satisfy such responsibilities,
including but not limited to the activities stipulated by the Public Company
Accounting Oversight Board in its release 2004-1, or other similarly promulgated
guidance by other regulatory agencies. The undersigned shall be reimbursed its
reasonable expenses incurred for all such services and assistance requested by
Holder. Holder agrees to provide the undersigned with appropriate notice
regarding the conduct of the activities anticipated in this provision. If Holder
makes a Consolidation Determination, the undersigned agrees to provide, at
Holder's request and expense, evidence of the undersigned's documented policies,
if any, regarding "whistle-blower" procedures and regarding the reporting of
fraud or misstatements involving financial reporting of the undersigned.

      C. Records. The undersigned shall keep and maintain at all times in
accordance with GAAP (separate and apart from its other books, records and
accounts) complete and accurate up to date books and records adequate to reflect
clearly and correctly the results of operations of the undersigned. Such books
and records shall be kept and maintained at the Leased Property or the
undersigned's principal office at c/o PARC Management, LLC, 910 Phillips Street,
Jacksonville, Florida 32207. Holder or its representatives shall have, at all
reasonable times during normal business hours, reasonable access, on reasonable
advance notice, to examine and copy the undersigned's books and records and
properties. Such books and records shall be available for at least four (4)
years for Holder's inspection, copying, review and audit at Holder's expense
during reasonable business hours and upon reasonable notice.

      D. Compliance with SOX. If the Holder makes a Consolidation Determination,
the undersigned shall comply with any and all policies that Holder has
implemented in accordance with SOX, copies of all such policies to be provided
to the undersigned. In addition to the requirements contained in Section III.C.
hereof, the undersigned shall provide Holder and Holder's accountants with all
access to the undersigned's books, records, properties and personnel as Holder
or its accountants may deem reasonably necessary in order for (i) Holder to
comply with SOX, (ii) Holder's officers to provide the required certifications
under SOX and (iii) Holder to perform the necessary audits and necessary reviews
of procedures required by SOX and the rules and regulations of the SEC.

      E. No Distributions. If in any case, the net worth of the undersigned,
calculated in accordance with GAAP after the transactions contemplated herein,
is less than the Guaranteed Funding Limit (as defined in the Limited Rent
Guaranty (Six Flags), the undersigned shall not, directly or indirectly: (i)
declare or pay any dividend or make any other payment or distribution on account
of any equity interests in the undersigned or to the direct or indirect holders
of any equity interests in the undersigned in their capacity as such or (ii)
purchase, redeem or otherwise acquire or retire for value any equity interests
in the undersigned or direct or indirect parent of the undersigned, if, in any
case, the total stockholder's equity of the undersigned determined in accordance
with GAAP after giving effect to any such transactions would be less than the
total stockholder's equity of the undersigned determined in accordance with GAAP
as of the date of this Note.

      F. Limitation on Incurrence of Indebtedness. Except for liabilities
incurred in the ordinary course of business and any working capital credit
facility established by the undersigned in an amount not to exceed Twenty
Million Dollars ($20,000,000) (the "Working Capital Facility"), the undersigned
shall not create, incur, assume or guarantee, or permit to exist or become or
remain liable directly or indirectly upon, any Indebtedness except Indebtedness
of the undersigned to Landlord under the Lease and Indebtedness permitted under
the terms of any Lease. As used in this Section III.H. (and notwithstanding any
other definition of Indebtedness in the Lease), Indebtedness shall mean all
obligations, contingent or otherwise, to pay or repay monies irrespective of
whether, in accordance with GAAP, such obligations should be reflected on the
obligor's balance sheet as debt.

      G. Confidentiality. Holder agrees that any information provided to Holder
pursuant to this Section III shall be treated shall not be used for any
competitive purpose and shall be treated by Holder as confidential, except to
the extent that disclosure of any such information is required by law,
regulation, regulatory authority or other applicable judicial or governmental
requirement or order or stock exchange or other similar stock listing
requirements.

IV. SUBORDINATION.

      Holder, by its acceptance of this Note, agrees that the payment of all
obligations owing to it pursuant hereto are and will be subordinated to the
prior payment in full of any and all indebtedness and other obligations incurred
by the undersigned under (i) the Leases and related loan documentation, (ii) the
Working Capital Facility, provided that, such subordination of Holder in favor
of the Working Capital Facility lender shall permit the payment of scheduled
principal and interest payments under this Note so long as no default or event
of default has occurred and is continuing under the Working Capital Facility,
including without limitation any payment or covenant default or event of default
of any kind or nature whatsoever, without regard to (A) the nature of the
default or event of default or (B) whether the Working Capital Facility lender
has taken any steps to enforce any rights or seek any remedies arising by virtue
of such default or event of default, and (iii) any other promissory note issued
by Tenants in favor of Holder pursuant to the Limited Rent Guaranty (Six Flags)
(the "Additional Notes"). Upon any payment or distribution of assets of the
undersigned of any kind or character, including in connection with any winding
up, dissolution or liquidation of undersigned, the Leases, the Working Capital
Facility and the Additional Notes shall first be paid in full to the
satisfaction of (i) the Landlords under the Leases, (ii) the lender(s) under the
Working Capital Facility and (iii) Holder with respect to the Additional Notes,
prior to any payment or distribution on this Note. Notwithstanding the foregoing
to the contrary, nothing contained in this Note shall impair or otherwise affect
the obligation of the undersigned to make its regular monthly payments of
interest and annual payments of principal as provided in the first paragraph of
this Note; provided, however, that Holder shall not be entitled to receive, and
the undersigned shall not be obligated to make, any payments (including regular
monthly payments of interest and annual payments of principal under this Note)
for so long as the undersigned is in default with respect to payment under any
Lease, the Working Capital Facility or the Additional Notes. Holder hereby
agrees to promptly execute and deliver any subordination agreements, instruments
and acknowledgments as may be required by the Landlord of any Lease, the
lender(s) under the Working Capital Facility or the Holder with respect to the
Additional Notes in order to further evidence the agreement of Holder to
subordinate its right to payment under this Note as described in this Section
IV.

V. GENERAL.

      A. Notice; Business Day

      Any notice to Holder or the undersigned provided for in this Note shall be
given in the manner provided in the applicable Lease. The term "Business Day"
means any day other than a Saturday, a Sunday, or any other day which in Florida
or New York is a legal holiday or a day on which banking institutions are
authorized or required by law or government action to close.

      B. Assignment

      This Note is freely assignable in whole or in part, from time to time, by
Holder and Holder may grant participation interest(s) herein. Without limiting
the foregoing, the undersigned understands and agrees that Holder may sell,
pledge, grant a security interest in, collaterally assign, transfer, deliver or
otherwise dispose of this Note, from time to time. This Note shall be binding
upon the undersigned, its heirs, devises, administrators, executives, personal
representatives, successors, receivers, trustees, permitted assignees, including
all successors in interest of the undersigned, and shall inure to the benefit of
Holder hereof, and the successors and assignees of Holder.

      The undersigned may, with the prior written consent of Holder, require the
assumption of this Note upon an assignment of all of the Leases pursuant to the
terms of the Leases by the assignee of the Leases (the "Assuming Party"). Upon
any such assumption by the Assuming Party of all obligations under this Note and
the execution of all documents required by Holder to evidence the Assigning
Party's obligations as set forth herein, the undersigned or any subsequent
Assuming Party shall be released from liability under this Note. The undersigned
or the Assuming Party shall be responsible for any and all costs, fees
(including reasonable attorney's fees), documentary taxes, intangible taxes,
transfer taxes, etc. incurred in connection with any such assignment and
assumption.

      C. Governing Law; Usury; Miscellaneous

      This Note shall be governed by and construed in accordance with the laws
of the State of New York. The undersigned and Holder agree that any dispute
arising out of this Note shall be subject to the jurisdiction of both the state
and federal courts in New York. For that purpose, the undersigned hereby submits
to the jurisdiction of the state and federal courts of New York. The undersigned
further agrees to accept service of process out of any of the aforesaid courts
in any such dispute by registered or certified mail, postage prepaid, addressed
to the undersigned or by "express mail" or national receipted overnight delivery
service addressed to the undersigned. Nothing herein contained, however, shall
prevent Holder from bringing any action or exercising any rights against (i) the
undersigned, (ii) any security or (iii) the assets of the undersigned, within
any other state or jurisdiction.

      The parties hereto intend to conform strictly to the applicable usury
laws. In no event, whether by reason of demand for payment, prepayment,
acceleration of the maturity hereof or otherwise, shall the interest contracted
for, charged or received by Holder hereunder or otherwise exceed the maximum
amount permissible under applicable law. If, from any circumstance whatsoever,
interest would otherwise be payable to Holder in excess of the maximum lawful
amount, the interest payable to Holder shall be reduced automatically to the
maximum amount permitted by applicable law. If Holder shall ever receive
anything of value deemed interest under applicable law which would apart from
this provision be in excess of the maximum lawful amount, an amount equal to any
amount which would have been excessive interest shall be applied to the
reduction of the principal amount owing hereunder in the inverse order of its
maturity and not to the payment of interest, or if such amount which would have
been excessive interest exceeds the unpaid balance of principal, such excess
shall be refunded to the undersigned. All interest paid or agreed to be paid to
Holder shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full stated term (including any renewal or
extension) of such indebtedness so that the amount of interest on account of
such indebtedness does not exceed the maximum permitted by applicable law. The
provisions of this paragraph shall control all existing and future agreements
between the undersigned and Holder.

      Whenever possible this Note and each provision hereof shall be interpreted
in such manner as to be effective, valid and enforceable under applicable law.
Any provisions of this Note which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. In addition, any determination that the application of any
provision hereof to any person or under any circumstance is illegal and
unenforceable shall not affect the legality, validity and enforceability of such
provision as it may be applied to any other person or in any other circumstance.

      D. WAIVER OF JURY TRIAL; NO CONSEQUENTIAL OR PUNITIVE DAMAGES. TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE UNDERSIGNED AND HOLDER BY ITS ACCEPTANCE
HEREOF, FOR ITSELF AND FOR EACH HOLDER HEREOF, HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY AGREE, THAT:

      (a) NEITHER THE UNDERSIGNED NOR HOLDER, NOR ANY ASSIGNEE, SUCCESSOR, HEIR
OR LEGAL REPRESENTATIVE OF ANY OF THE SAME SHALL SEEK A JURY TRIAL IN ANY
LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE ARISING
FROM OR BASED UPON THIS NOTE, ANY INSTRUMENT OR ANY LOAN DOCUMENT EVIDENCING,
SECURING OR RELATING TO THE OBLIGATIONS OR TO THE DEALINGS OR RELATIONSHIP
BETWEEN OR AMONG THE PARTIES THERETO;

      (b) NEITHER THE UNDERSIGNED NOR HOLDER SHALL SEEK TO CONSOLIDATE ANY SUCH
ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED;

      (c) THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE
UNDERSIGNED AND HOLDER, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS;

      (d) NEITHER THE UNDERSIGNED NOR HOLDER HAS IN ANY WAY AGREED WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE
FULLY ENFORCED IN ALL INSTANCES;

      (e) IN NO EVENT SHALL HOLDER BE RESPONSIBLE OR LIABLE FOR CONSEQUENTIAL OR
PUNITIVE DAMAGES TO THE EXTENT PERMITTED BY LAW; AND

      (f) THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER TO ENTER INTO THIS
TRANSACTION AND IS SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT
OF COMPETENT LEGAL COUNSEL.

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------------------------
(1) Parc 7F-Operations Corporation and its affiliates which become operating
tenants.


<PAGE>

IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed as
of the date first written above.

                                           PARC 7F-OPERATIONS CORPORATION,
                                           a Florida corporation


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------


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STATE OF ____________
COUNTY OF ______________________

      BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared ____________________________________,
known to me to be the _______________________________of PARC 7F-OPERATIONS
CORPORATION, a Florida corporation, the company that executed the foregoing
instrument, and who provided ________________________________as identification
or who is known to me to be the person who executed the foregoing instrument on
behalf of said company, and acknowledged to me that such company executed the
same for the purposes and consideration therein expressed.

      GIVEN UNDER MY HAND AND SEAL this _______ day of ____________, 2007.


                                         ---------------------------------------
                                         Notary Public - State of ______________
                                         Print Name:____________________________
                                         Commission Number:_____________________
                                         My Commission Expires:_________________


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