Exhibit 10.17



                                PROMISSORY NOTE


US$9,000,000                                               New  York,  New  York
                                                                   June 30, 2005


1.     PROMISE  TO  PAY.
       ----------------

     FOR  VALUE  RECEIVED, SOUTH BEACH RESORTS, LLC, a Florida limited liability
company  ("BORROWER")  whose  address  is 2015 Reston Road, Suite 2211, Orlando,
Florida  32837  promises to pay to the order of Marathon Structured Finance Fund
L.P.,  a Delaware limited partnership, and its successors and assigns ("LENDER")
the sum of Nine Million and No/100 Dollars (US$9,000,000) (the "LOAN"), together
with  all other amounts added thereto pursuant to this Note or otherwise payable
to  Lender under the Loan Documents (as hereinafter defined), including, but not
limited  to,  the  Prepayment  Fee  (as  defined below) and Exit Fee (as defined
below)  (or  so  much thereof as may from time to time be outstanding), together
with  interest  thereon  as  hereinafter  set  forth.

     This  Note  is  secured  by,  among  other  things,  that certain Mortgage,
Assignment  of  Rents  and Security Agreement effective as of even date herewith
(the "MORTGAGE") encumbering, among other things, the property commonly known as
the  Boulevard  Hotel  (the  "PROPERTY").  This  Note,  the  Mortgage,  the Loan
Agreement  of  even date herewith (the "LOAN AGREEMENT") and any other documents
evidencing  or  securing  the  Loan or executed in connection therewith, and any
modification,  renewal  or  extension  of  any of the foregoing are collectively
called  the  "LOAN  DOCUMENTS." Except as otherwise provided herein, capitalized
terms  used  in  this  Note shall have the same meanings as are assigned to such
terms  in  the  Loan  Agreement.

     All  payments  under  this Note shall be made to Lender not later than 1:00
P.M., New York City time, on the date when due and shall be made in lawful money
of  the United States of America in immediately available funds as follows:  (i)
by  wire  transfer  to  Wells  Fargo,  ABA: 121-000-248, Account Name: Situsserv
Master  Clearing  Account,  Account  Number:  652-840-3766, Reference: Boulevard
Hotel  or  (ii)  by  mail  to such other place as Lender shall from time to time
designate.  Any  funds  received  by  Lender after 1:00 P.M., New York City time
shall,  for  all  purposes  hereof,  be  deemed  to  have  been paid on the next
succeeding  Business Day. Whenever any payment to be made hereunder or under any
other  Loan  Document  shall be stated to be due on a day that is not a Business
Day,  the  due  date  thereof  shall  be the immediately preceding Business Day.

2.     INTEREST  PAYMENTS.
       ------------------

     Subject  to  Section  7.2  hereof,  interest  shall accrue on the principal
                  ------------
balance  hereof  from  time  to time outstanding and Borrower shall pay interest
thereon  at  a  floating  rate  per  annum equal to the greater of (i) the LIBOR
Interest  Rate  or (ii) the Base Rate (the "APPLICABLE INTEREST RATE"). Interest
shall  be  calculated  based on a three hundred sixty (360) day year and charged
for  the  actual  number  of  days  elapsed.

As  used  herein,

<PAGE>

"BASE  RATE"  shall  mean  a  rate  per  annum  equal  to  ten  percent (10.0%).
"BUSINESS  DAY"  shall  mean  any day other than a Saturday, a Sunday or a legal
holiday  on  which  national  banks are not open for general business in (i) the
State  of  New  York, (ii) the State of Florida, or (iii) any state in which the
Lender  directs  the  Borrower  to  make  payments  hereunder.

"EURODOLLAR  BUSINESS DAY" shall mean any Business Day on which commercial banks
are  open  for international business (including dealings in dollar deposits) in
London,  England.

"FUNDING PARTY" shall mean any bank or other entity, if any, which is indirectly
or  directly  funding  Lender  with  respect  to  the Loan, in whole or in part,
including,  without  limitation,  any  direct  or  indirect  assignee  of,  or
participant  in,  the  Loan.

"LIBOR"  shall  mean,  with  respect  to any Interest Period, the rate per annum
(rounded upwards, if necessary, to the nearest one-eighth (1/8th) of one percent
(1%))  reported,  with  respect  to  the  initial Interest Period, at 11:00 a.m.
London  time  on  the  date  of  this  Note (or if such date is not a Eurodollar
Business  Day,  the  immediately  preceding  Eurodollar  Business  Day),  and
thereafter,  at  11:00  a.m. London time on the date two (2) Eurodollar Business
Days  prior to the tenth (10th) day of the calendar month in which such Interest
Period  commences  (such  date,  the  "LIBOR  DETERMINATION DATE"), on Dow Jones
Telerate  Service Page 3750 (British Bankers Association Settlement Rate) as the
non-reserve  adjusted  London  Interbank  Offered  Rate for U.S. dollar deposits
having  a  thirty (30) day term and in an amount of $1,000,000.00 or more (or on
such  other  page  as  may  replace said Page 3750 on that service or such other
service  or  services as may be nominated by the British Bankers Association for
the purpose of displaying such rate, all as determined by Lender in its sole but
good  faith  discretion).  In  the  event  that  (i) more than one such LIBOR is
provided,  the  average  of  such  rates  shall  apply, or (ii) no such LIBOR is
published,  then  LIBOR  shall  be  determined  from  such  comparable financial
reporting  company  as  Lender  in  its  sole  but  good  faith discretion shall
determine.  LIBOR for any Interest Period shall be adjusted from time to time by
increasing  the  rate thereof to compensate Lender and any Funding Party for any
aggregate  reserve  requirements  (including,  without  limitation,  all  basic,
supplemental,  marginal  and  other reserve requirements and taking into account
any  transitional adjustments or other scheduled changes in reserve requirements
during  any  Interest  Period)  which are required to be maintained by Lender or
such  Funding  Party  with  respect  to "Eurocurrency Liabilities" (as presently
defined in Regulation D of the Board of Governors of the Federal Reserve System)
of  the same term under Regulation D, or any other regulations of a Governmental
Authority  having  jurisdiction  over  Lender  or  such Funding Party of similar
effect.

"LIBOR  INTEREST  RATE"  shall  mean  LIBOR  plus  seven  percent  (7.0%).

3.     PAYMENT.
       -------

          (a)  Borrower  shall  make a payment to Lender of interest only on the
     date  hereof  (the  "CLOSING  DATE")  for  the period from the Closing Date
     through  and  including  the next succeeding tenth (10th) day of a calendar
     month,  whether  such tenth (10th) day shall occur in the calendar month in
     which  the  Closing  Date occurs or in the month immediately succeeding the
     month  in  which  the  Closing  Date occurs (unless the Closing Date is the
     eleventh day of a calendar month, in which case no such separate payment of
     interest  shall  be  due).  Each  interest  accrual period thereafter shall
     commence on the eleventh (11th) day of each calendar month and shall end on
     and  include the tenth (10th) day of the next occurring calendar month (the
     "INTEREST  PERIOD").

<PAGE>

          (b)  Subject to the terms of Section 3(c) hereof, commencing on August
     11,  2005  and  continuing  on  the eleventh (11th) day each calendar month
     thereafter (each a "MONTHLY PAYMENT DATE"), Borrower shall make payments of
     interest  on  the  then  outstanding principal balance hereof calculated in
     arrears  at  the  Applicable Interest Rate. All amounts due under this Note
     shall  be  payable  without  setoff,  counterclaim  or  any other deduction
     whatsoever.

          (c)  Notwithstanding  the  amount due at the Applicable Interest Rate,
     commencing August 11, 2005, Borrower shall make monthly payments in arrears
     on the eleventh day of each month computed at the Payment Rate. The Payment
     Rate shall be calculated based on a 360 day year and charged for the actual
     number  days  elapsed. Borrower's monthly payment shall be applied first to
     interest  due at the Applicable Interest Rate for such month, and second to
     Accrued  Interest  (defined  below),  if  any,  until paid in full. As used
     herein,  "PAYMENT  RATE"  means  an  amount equal to Net Cash Flow for such
     period;  provided,  however,  in no event shall the Payment Rate exceed the
     total  of current interest and Accrued Interest then outstanding, "NET CASH
     FLOW" means, for any period, the actual net cash flow of the Borrower after
     deducting  therefrom  deposits  to  (but  not withdrawals from) the Reserve
     Funds,  and  "RESERVE  FUNDS"  means,  collectively, all funds deposited by
     Borrower  pursuant  to  Article  6  of  the  Loan  Agreement.
                             ---------

          (d)  To the extent the amount due on a Monthly Payment Date calculated
     at  the  Applicable  Interest  Rate  exceeds  the  Payment Rate, the excess
     interest  shall  accrue  ("ACCRUED  INTEREST"), shall be added to principal
     outstanding  under  this  Note,  and  shall  itself  bear  interest  at the
     Applicable  Interest  Rate.  The  aggregate  outstanding  amount of Accrued
     Interest  shall  not  exceed  Three  Hundred  Thousand  and  No/100 Dollars
     ($300,000.00)  (the  "MAXIMUM  INTEREST  ACCRUAL").  In  the  event Accrued
     Interest  reaches the Maximum Interest Accrual, no further interest accrual
     shall  be  permitted,  and  Borrower  shall  immediately  commence  monthly
     interest  payments  at  the  greater of the Applicable Interest Rate or the
     Payment  Rate.  Once a repayment of Accrued Interest has occurred, Borrower
     shall  not be permitted to again accrue interest up to the Maximum Interest
     Accrual.

          (e)  This  Note  shall  be due and payable on January 11, 2007, or any
     earlier  date  on  which  this  Note  shall be required to be paid in full,
     whether  by  acceleration  or  otherwise  ("MATURITY  DATE").

          (f)  In  consideration  of  Lender's agreement to make the Loan to the
     Borrower,  on  the  earlier to occur of (i) the Maturity Date, and (ii) the
     date on which this Note is or shall be required to be paid in full, whether
     by prepayment, acceleration or otherwise, the Borrower shall pay a $180,000
     fee  to  Lender  (the  "EXIT  FEE").

4.     PREPAYMENT.
       ----------

          (a)  Borrower  acknowledges  that  Lender  is  making  the Loan at the
     Applicable  Interest  Rate  and  upon  the  other terms set forth herein in
     reliance  upon Borrower's promise to pay the Loan over the complete term of
     the  Loan  and  that  Lender may suffer loss or other detriment if Borrower
     were  to  prepay all or any portion of the Note prior to the Maturity Date.
     Except  as set forth in Section 4(b) below, Borrower agrees that it may not
     prepay the Loan in whole or in part at any time prior to the Maturity Date.

          (b) Notwithstanding the foregoing, Borrower may prepay the outstanding
     principal  amount  of  Loan, in whole (but not in part), as long as each of
     the  following  conditions  are  satisfied:

<PAGE>

               (i)  Borrower  provides written notice to Lender of its intent to
          prepay  not  more  than  sixty (60) days and not less than thirty (30)
          days  prior  to  the  intended  prepayment  date;

               (ii)  Borrower pays with any prepayment (1) all accrued interest,
          (2)  all other outstanding amounts then due and unpaid under this Note
          and the other Loan Documents, (3) the Prepayment Fee, and (4) the Exit
          Fee;

               (iii)  If  prepayment  is  not  made  on  a Monthly Payment Date,
          Borrower  shall  pay an amount equal to the unearned interest computed
          on  the  principal  amount  being  prepaid  which would accrue for the
          period  from  the  date of prepayment through and including the end of
          the  Interest  Period  in  which  such  prepayment  occurs;  and

               (iv)  Notwithstanding  anything contained herein to the contrary,
          no  prepayment  shall  be  permitted  on any date other than a Monthly
          Payment  Date,  unless consented to by Lender in its sole and absolute
          discretion.

          (c)  Following  an Event of Default, in the event Lender declares this
     Note  immediately  due and payable the Prepayment Fee and Exit Fee shall be
     paid  upon  any  tender  of  payment at any time or upon foreclosure of the
     Mortgage.

          (d)  Borrower's notice of prepayment in accordance with this Section 4
     shall  be  irrevocable,  and  the  principal  balance of this Note shall be
     absolutely  and  unconditionally  due  and payable on the date specified in
     such  notice.

          (e)  In  the event Borrower receives any payment (i) with respect to a
     lease  of  the  Property  (other  than  rental  payments  and  expense
     reimbursements)  including,  without  limitation,  lease  termination,
     cancellation  or similar fees, or (ii) as a result of the sale of a Unit as
     provided  in  Article  7  of the Loan Agreement, Borrower shall immediately
     prepay  the  principal  balance  of  this  Note  in an amount equal to such
     payment. No Prepayment Fee will be due with respect to any such prepayment.

As  used  herein,  "PREPAYMENT  FEE"  shall mean an amount equal to (i) $750,000
minus  (ii)  the  aggregate  amount of interest theretofore actually paid by the
Borrower  as  of  the  date  of  the  prepayment.

5.     FUNDING  LOSSES;  CHANGES  IN  LAW;  ETC.
       ----------------------------------------

          (a)  Borrower  hereby  agrees to pay to Lender any amount necessary to
     compensate Lender and any Funding Party for any losses or costs (including,
     without  limitation,  the  costs  of  breaking  any  LIBOR  contract,  if
     applicable,  or  funding losses determined on the basis of Lender's or such
     Funding  Party's  reinvestment  rate  and  the  interest  rate  thereon)
     (collectively,  "FUNDING LOSSES") sustained by Lender or any Funding Party:
     (i)  if  the  Loan,  or  any  portion  thereof,  is  repaid  for any reason
     whatsoever  on  any  date  other than a Monthly Payment Date; (ii) upon the
     conversion  of  the  interest rate on the Loan to the Base Rate; (iii) as a
     consequence of (A) any increased costs that Lender or any Funding Party may
     sustain in maintaining the borrowing evidenced hereby, or (B) the reduction

<PAGE>

     of any amounts received or receivable from Borrower, in either case, due to
     the introduction of, or any change in, any law or any applicable regulation
     or treaty (including the administration or interpretation thereof), whether
     or  not  having the force of law, or due to the compliance by Lender or the
     Funding  Party,  as  the  case  may  be, with any directive, whether or not
     having  the  force  of law, or request from any central bank or domestic or
     foreign  governmental  authority,  agency  or  instrumentality  having
     jurisdiction;  and/or  (iv) any other set of circumstances not attributable
     to  Lender's or a Funding Party's acts. Payment of Funding Losses hereunder
     shall  be  in addition to any obligation to pay the Prepayment Fee and Exit
     Fee.

          (b)  If  Lender  determines (i) that U.S. dollar deposits in an amount
     approximately  equal  to the then outstanding principal balance of the Loan
     are not generally available at such time in the London Interbank Market for
     deposits  in  Eurodollars,  (ii)  that  the rate at which such deposits are
     being  offered will not adequately and fairly reflect the cost to Lender or
     a  Funding  Party  of maintaining a LIBOR Interest Rate on the Loan (or the
     portion  of the Loan being funded by such Funding Party), or of funding the
     same  in  such  market  for  such  Interest  Period,  due  to circumstances
     affecting  the  London  Interbank  Market  generally, (iii) that reasonable
     means  do not exist for ascertaining LIBOR, or (iv) that the LIBOR Interest
     Rate  would be in excess of the maximum interest rate which Borrower may by
     law  pay,  then, in any such event, Lender shall so notify Borrower and, as
     of  the  date  of  such  notification with respect to an event described in
     clause (ii) or clause (iv) above, or as of the expiration of the applicable
     ----------     ----------
     Interest  Period with respect to an event described in clause (i) or clause
                                                            ---------     ------
     (iii)  above, interest on the Loan shall accrue at the Base Rate until such
     -----
     time  as  the  situations  described  above  are no longer in effect, or as
     otherwise provided herein; provided, however, if the situation described in
                                --------  -------
     clause  (ii)  above  occurs,  (x)  Borrower  shall  have  the option, to be
     -----------
     exercised  by  written  notice  to  Lender,  to  pay  Lender (in the manner
     reasonably  required  by Lender) for such increased cost of maintaining the
     LIBOR  Interest  Rate,  and  (y)  if the same only affects a portion of the
     Loan,  then  only  such portion shall have interest accrue at the Base Rate
     (provided  the  remaining  portion  is  at  least  One  Million  Dollars
     ($1,000,000.00)),  and  interest  shall continue to accrue on the remaining
     portion  at  the  LIBOR  Interest  Rate.

          (c)  If  the introduction of, or any change in, any law, regulation or
     treaty,  or  in  the  interpretation  thereof by any governmental authority
     charged  with  the  administration or interpretation thereof, shall make it
     unlawful  for  Lender  or  any Funding Party to maintain the LIBOR Interest
     Rate with respect to the Loan, or any portion thereof, or to fund the Loan,
     or any portion thereof, in Eurodollars in the London Interbank Market, then
     (i)  the  Loan (or such portion of the Loan) shall thereafter bear interest
     at  the  Base  Rate (unless the Default Rate shall be applicable), and (ii)
     Borrower shall pay to Lender the amount of Funding Losses (if any) incurred
     in  connection  with  such  conversion. The accrual of interest at the Base
     Rate  shall  continue  until  such  Monthly  Payment  Date,  if any, as the
     situation  described  in  this  Section  5(c)  is  no  longer  in  effect.
                                     ------------

          (d)  If  Lender  or  a  Funding  Party, as the case may be, shall have
     determined that the applicability of any law, rule, regulation or guideline
     adopted  pursuant  to  or  arising out of the July 1988 report of the Basle
     Committee  on  Banking  Regulations  and  Supervisory  Practices  entitled
     "International  Convergence  of Capital Measurement and Capital Standards",
     or the adoption of any other law, rule, regulation or guideline (including,
     but  not  limited to, any United States law, rule, regulation or guideline)
     regarding  capital adequacy, or any change becoming effective in any of the
     foregoing  or in the enforcement or interpretation or administration of any
     of  the  foregoing  by  any  court  or any domestic or foreign governmental
     authority,  central  bank or comparable agency charged with the enforcement
     or interpretation or administration thereof, or compliance by Lender or its
     holding  company  or such Funding Party or its holding company, as the case
     may  be,  with any request or directive regarding capital adequacy (whether
     or  not  having  the  force  of law) of any such authority, central bank or
     comparable  agency,  has  or  would have the effect of reducing the rate of
     return  on  the  capital  of Lender, Lender's holding company, such Funding
     Party  or  such  Funding  Party's  holding  company, as the case may be, to

<PAGE>

     a  level  below  that  which  Lender  or its holding company or the Funding
     Party  or  its holding company, as the case may be, could have achieved but
     for  such  applicability,  adoption,  change  or  compliance  (taking  into
     consideration  Lender's or its holding company's or such Funding Party's or
     its holding company's, as the case may be, policies with respect to capital
     adequacy) (the foregoing being hereinafter referred to as "CAPITAL ADEQUACY
     EVENTS"),  then,  upon demand by Lender, Borrower shall pay to Lender, from
     time  to  time, such additional amount or amounts as will compensate Lender
     or  such  Funding  Party  for  any  such  reduction  suffered.

          (e)  Any amount payable by Borrower under this Section 5 shall be paid
                                                         ---------
     to  Lender  within five (5) Business Days of receipt by Borrower of written
     notice  from  Lender  setting  forth  the  amount due and the basis for the
     determination  of  such  amount.  Failure  on  the part of Lender to demand
     payment  from  Borrower  for any such amount attributable to any particular
     period shall not constitute a waiver of Lender's right to demand payment of
     such amount for any subsequent or prior period. Lender shall use reasonable
     efforts to deliver to Borrower prompt notice of any event described in this
     Section  5  and  of  the  amount  to be paid as a result thereof; provided,
     ----------                                                        --------
     however,  that any failure by Lender to so notify Borrower shall not affect
     -------
     Borrower's  obligation to make the payments to be made as a result thereof.
     All  amounts that may become due and payable by Borrower in accordance with
     the  provisions  of  this  Section  5  shall constitute additional interest
     hereunder  and  shall  be  secured  by  the  Mortgage  and  the  other Loan
     Documents.

          (f)  If  Lender  or  any  Funding  Party requests compensation for any
     losses  or  costs  to  be  reimbursed  pursuant  to  any one or more of the
     provisions  of this Section 5, or if any event occurs which would cause any
                         ---------
     portion  of  either  of  the  Note  no longer to bear interest at the LIBOR
     Interest Rate, then, upon request of Borrower, Lender or such Funding Party
     shall  use  reasonable  efforts,  in  a  manner  consistent  with  such
     institution's  practice  in  connection  with loans similar to the Loan, to
     designate  a different lending office for funding or booking the Loan or to
     assign  its  rights  and  obligations  under  this  Note  to another of its
     offices,  branches  or  affiliates  if  such  designation or assignment, in
     Lender's  sole  but  good  faith judgment, (i) would eliminate, mitigate or
     reduce  amounts  payable  by  Borrower in connection with Funding Losses or
     Capital  Adequacy  Events  or,  would  allow  the  Loan to continue to bear
     interest  at the LIBOR Interest Rate without additional cost to Lender, and
     (ii)  would  not be otherwise prejudicial to Lender. Borrower hereby agrees
     to pay all reasonably incurred costs and expenses incurred by Lender or any
     Funding  Party  in  connection  with  any  such  designation or assignment.

6.     LOAN  TAXES.
       -----------

          (a) Any and all payments by Borrower to Lender hereunder and under the
     other Loan Documents shall be made free and clear of, and without deduction
     for,  any  and  all  present  or future taxes, levies, imposts, deductions,
     charges,  withholdings  or liabilities with respect thereto, except for the
     following,  for  which Borrower shall not be responsible: (i) taxes imposed
     on  or  measured  by Lender's net income or net receipts; or (ii) franchise
     taxes  imposed  on  Lender  by  the  jurisdiction  in  which  (A) Lender is
     organized,  (B)  Lender  is  "doing business" (unless such determination of
     "doing  business"  is  made  solely as a result of Lender's interest in the
     Loan  and the security therefor), or (C) Lender's applicable lending office
     is  located  (all  such  taxes,  levies,  imposts,  deductions,  charges or
     withholdings  and  liabilities  (except  those  described  in the foregoing
     clauses  (i)  and  (ii)) being hereinafter referred to as "LOAN TAXES"). If
     -----------        ----
     Borrower shall be required by law to deduct or withhold any Loan Taxes from
     or  in  respect  of  any  sum  payable  hereunder  or  under any other Loan
     Document,  then  (1) any such sum payable hereunder or under any other Loan
     Document    shall   be   increased   as   may   be    necessary   so   that

<PAGE>

     after  making  all  required  deductions  or  withholdings  (including
     deductions  applicable  to  additional  sums payable under this Section 6),
                                                                     ---------
     Lender  receives  an  amount equal to the sum it would have received had no
     such  deductions  or  withholdings  (including  deductions  applicable  to
     additional sums payable under this Section 6) been made, (2) Borrower shall
                                        ---------
     make  such  deductions or withholdings, and (3) Borrower shall pay the full
     amount  deducted or withheld to the relevant taxing authority in accordance
     with  applicable law. Borrower will indemnify Lender for the full amount of
     any  Loan  Taxes (including, without limitation, any Loan Taxes (as well as
     taxes  described  in clauses (i) and (ii) of the second preceding sentence)
                          ----------      ----
     imposed  by  any  jurisdiction on any amounts payable under this Section 6)
                                                                      ---------
     paid or payable by Lender and any liability (including, without limitation,
     penalties,  interest  and  expenses)  arising  therefrom  or  with  respect
     thereto, whether or not such Loan Taxes were correctly or legally asserted.
     A  certificate  as  to the amount of such payment or liability delivered to
     Borrower  by  Lender  shall  be  conclusive  absent  manifest  error.  The
     agreements  and  obligations  of Borrower contained in this Section 6 shall
                                                                 ---------
     survive  the  payment  in  full  of principal and interest under this Note.

          (b)  Within  thirty  (30)  days  after the date of any payment of Loan
     Taxes  withheld  by  Borrower in respect of any payment to Lender, Borrower
     will  furnish  to  Lender  the original or a certified copy of a receipt or
     other  evidence  satisfactory  to  Lender  evidencing  payment  thereof.

          (c) If Lender is a U.S. Person (other than the lender originally named
     herein), Lender shall deliver to Borrower, upon request, a Form W-9 (unless
     it  establishes  to  the  reasonable  satisfaction  of  Borrower that it is
     otherwise  eligible  for  an exemption from backup withholding tax or other
     withholding  tax).  If Lender is not a U.S. Person, Lender shall deliver to
     Borrower,  upon request, either (i) a Form W-8BEN which indicates a 0% rate
     of  tax  or  (ii)  a  Form  W-8ECI.  If Lender is not a U.S. Person, Lender
     further undertakes to deliver to Borrower additional Forms W-8BEN or W-8ECI
     (or  any successor forms) or other manner of certification, as the case may
     be,  (A)  on  or  before  the  date  that  any such form expires or becomes
     obsolete,  (B)  after the occurrence of any event requiring a change in the
     most  recent  form  previously  delivered  by  it to Borrower, and (C) such
     extensions  or renewals thereof as may reasonably be requested by Borrower,
     certifying  that  Lender  is entitled to receive payments hereunder without
     deduction  or withholding of any Loan Taxes. However, in the event that any
     change  in  law,  rule,  regulation,  treaty  or  directive,  or  in  the
     interpretation  or application thereof (a "LAW CHANGE"), has occurred prior
     to  the date on which any delivery pursuant to the preceding sentence would
     otherwise  be required which renders such form inapplicable, or which would
     prevent  Lender  from  duly  completing and delivering any such form, or if
     such  Law  Change  results in Lender being unable to deliver a Form W-9 (or
     other  satisfactory evidence that it is otherwise eligible for an exemption
     from  backup withholding tax or other withholding tax), Lender shall not be
     obligated  to  deliver  such  forms  but shall, promptly following such Law
     Change,  but  in  any event prior to the time the next payment hereunder is
     due  following  such  Law  Change, advise Borrower in writing whether it is
     capable  of receiving payments without any deduction or withholding of Loan
     Taxes.  In the event of such Law Change, Borrower shall have the obligation
     to  make  Lender  whole  and  to "gross-up" under Section 6(a), despite the
                                                       -----------
     failure  by  Lender  to  deliver  such  forms.

          (d)  If  Lender  receives  a  refund  in respect of Loan Taxes paid by
     Borrower,  it  shall  promptly  pay  such  refund,  together with any other
     amounts  paid  by Borrower pursuant to Section 6(a) in connection with such
                                            -----------
     refunded  Loan  Taxes, to Borrower; provided, however, that Borrower agrees
                                         --------  -------
     to  promptly return such refund to Lender if it receives notice from Lender
     that it is required to repay such refund. Nothing contained herein shall be
     construed  to  require  Lender  to seek any refund and Lender shall have no
     obligation  to  Borrower  to  do  so.

<PAGE>

          (e)  All  amounts  payable  under  this  Section  6  shall  constitute
                                                   ----------
     additional  interest hereunder and shall be secured by the Mortgage and the
     other  Loan  Documents.  The provisions of this Section 6 shall survive any
                                                     ---------
     payment  or  prepayment  of the Loan and any foreclosure or satisfaction of
     the  Mortgage.

          (f)  Any reference under this Section 6 to "Lender" shall be deemed to
                                        ---------
     include  any participant in Lender's interest in the Loan and any assignees
     of  Lender's  interest  in  the  Loan.

7.     DEFAULT.
       -------

     7.1  Events  of  Default.
          -------------------

     Any  of  the  following  shall  constitute an "EVENT OF DEFAULT" under this
Note: (a) failure to pay any amount owed pursuant to this Note when such payment
is due; or (b) the occurrence of an Event of Default under any of the other Loan
Documents.

     7.2  Remedies.
          --------

     So  long  as  an  Event  of Default remains outstanding: (a) interest shall
accrue  at  a  rate equal to the Applicable Interest Rate plus five percent (5%)
per annum (the "DEFAULT RATE"); (b) Lender may, at its option and without notice
(such  notice  being  expressly  waived),  declare this Note immediately due and
payable;  and  (c) Lender may pursue all rights and remedies available under the
Mortgage  or  any other Loan Documents. Lender's rights, remedies and powers, as
provided  in  this  Note  and  the  other  Loan  Documents,  are  cumulative and
concurrent,  and  may  be  pursued  singly,  successively  or  together  against
Borrower,  any  guarantor  of  the  Loan,  the  security  described  in the Loan
Documents,  and  any  other  security  given  at  any time to secure the payment
hereof, all at the sole discretion of Lender. Additionally, Lender may resort to
every  other  right  or  remedy  available  at  law  or  in equity without first
exhausting  the  rights  and  remedies  contained  herein,  all in Lender's sole
discretion.  Failure  of  Lender,  for  any  period  of time or on more than one
occasion,  to  exercise  its  option  to  accelerate the Maturity Date shall not
constitute  a  waiver  of  the right to exercise the same at any time during the
continued  existence of any Event of Default or any subsequent Event of Default.
If  any  attorney  is engaged: (i) to collect the Loan or any sums due under the
Loan  Documents,  whether  or not legal proceedings are thereafter instituted by
Lender; (ii) to represent Lender in any bankruptcy, reorganization, receivership
or  other  proceedings  affecting  creditors' rights and involving a claim under
this  Note;  (iii)  to  protect  the  liens  of  the Mortgage or any of the Loan
Documents;  (iv)  to  represent  Lender  in  any other proceedings whatsoever in
connection  with  the  Mortgage  or  any  of  the  Loan Documents including post
judgment  proceedings  to enforce any judgment related to the Loan Documents; or
(v)  in  connection with seeking an out-of-court workout or settlement of any of
the  foregoing,  then  Borrower  shall  pay  to  Lender  all  costs,  reasonable
attorneys'  fees  and expenses in connection therewith, in addition to all other
amounts  due  hereunder.

8.     LATE  CHARGE.
       ------------

     If  payments  of  principal,  interest  due  under  this Note, or any other
amounts  due  under  the  other  Loan  Documents  are  not timely made when due,
Borrower,  without  notice  or  demand  by  Lender, promptly shall pay an amount
("LATE  CHARGE")  equal  to  five  percent  (5%)  of  each  delinquent  payment.

<PAGE>

9.     APPLICABLELAW;  SEVERABILITY.
       ----------------------------

THIS NOTE SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH  THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAW PRINCIPLES.  THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION
OF THIS NOTE SHALL NOT AFFECT OR IMPAIR THE VALIDITY, LEGALITY OR ENFORCEABILITY
OF  THE REMAINDER OF THIS NOTE, AND TO THIS END, THE PROVISIONS OF THIS NOTE ARE
DECLARED  TO  BE  SEVERABLE.

10.     WAIVER.
        ------

     Borrower,  for  itself  and  all endorsers, guarantors and sureties of this
Note,  and  their  heirs,  legal representatives, successors and assigns, hereby
waives  presentment  for  payment,  demand,  notice  of  nonpayment,  notice  of
dishonor,  protest  of any dishonor, notice of protest and protest of this Note,
and  all other notices in connection with the delivery, acceptance, performance,
default  or  enforcement  of  the  payment  of  this Note, and agrees that their
respective  liability shall be unconditional and without regard to the liability
of  any  other  party and shall not be in any manner affected by any indulgence,
extension  of  time,  renewal, waiver or modification granted or consented to by
Lender.  Borrower,  for  itself  and  all endorsers, guarantors and sureties and
their  heirs,  legal  representatives, successors and assigns, of this Note, and
their  heirs,  legal representatives, successors and assigns, hereby consents to
every  extension of time, renewal, waiver or modification that may be granted by
Lender  with respect to the payment or other provisions of this Note, and to the
release of any makers, endorsers, guarantors or sureties, and their heirs, legal
representatives,  successors  and assigns, and of any collateral given to secure
the payment hereof, or any part hereof, with or without substitution, and agrees
that additional makers, endorsers, guarantors or sureties and their heirs, legal
representatives,  successors  and  assigns,  may  become  parties hereto without
notice to Borrower or to any endorser, guarantor or surety and without affecting
the  liability  of  any  of  them.

11.     SECURITY,  APPLICATION  OF  PAYMENTS.
        ------------------------------------

     This  Note  is  secured  by the liens, encumbrances and obligations created
hereby and by the other Loan Documents and the terms and provisions of the other
Loan Documents are hereby incorporated herein.  Payments will be applied in such
priority  and  proportions as Lender in its discretion shall deem proper, to the
extent  consistent  with  law.

12.     MISCELLANEOUS.
        -------------

     12.1     Amendments.
              ----------

     This  Note  may  not  be  terminated  or  amended  orally,  but  only  by a
termination  or  amendment  in  writing  signed  by  Lender.


     12.2     Lawful  Rate  of  Interest.
              --------------------------

     In  no  event  whatsoever shall the amount of interest paid or agreed to be
paid  to  Lender  pursuant  to this Note or any of the Loan Documents exceed the
highest  lawful rate of interest permissible under applicable law.  If, from any
circumstances  whatsoever,  fulfillment  of  any  provision of this Note and the
other Loan Documents shall involve exceeding the lawful rate of interest which a
court  of competent jurisdiction may deem applicable hereto ("EXCESS INTEREST"),
then  ipso facto, the obligation to be fulfilled shall be reduced to the highest
      ----------

<PAGE>

lawful  rate  of  interest  permissible  under  such  law and if, for any reason
whatsoever,  Lender  shall receive, as interest, an amount which would be deemed
unlawful  under  such applicable law, such interest shall be applied to the Loan
(whether  or  not  due  and  payable),  and  not  to the payment of interest, or
refunded  to  Borrower if such Loan has been paid in full.  Neither Borrower nor
any  guarantor,  endorser  or  surety  nor  their  heirs, legal representatives,
successors  or  assigns  shall  have  any  action against Lender for any damages
whatsoever arising out of the payment or collection of any such Excess Interest.

     12.3     Captions.
              --------

     The  captions  of  the  Paragraphs  of  this  Note  are  for convenience of
reference  only  and shall not be deemed to modify, explain, enlarge or restrict
any  of  the  provisions  hereof.

     12.4     Notices.
              -------

     Notices  shall  be  given  under this Note in conformity with the terms and
conditions  of  the  Loan  Agreement.

     12.5     Joint  and  Several.
              -------------------

     The  obligations  of  Borrower  under  this Note shall be joint and several
obligations  of  Borrower  and  of  each Borrower, if more than one, and of each
Borrower's  heirs,  personal  representatives,  successors  and  assigns.

     12.6     Time  of  Essence.
              -----------------

     Time  is  of  the  essence  of this Note and the performance of each of the
covenants  and  agreements  contained  herein.

13.     EXCULPATION.
        -----------

     Subject to the qualifications below, Lender shall not enforce the liability
and  obligation  of Borrower to perform and observe the obligations contained in
this  Note  by any action or proceeding wherein a money judgment shall be sought
against  Borrower,  except that Lender may bring a foreclosure action, an action
for specific performance or any other appropriate action or proceeding to enable
Lender  to  enforce  and  realize  upon  its  interest under this Note, the Loan
Agreement,  the Mortgage and the other Loan Documents, or in the Property or any
other  collateral  given  to  Lender  pursuant  to the Loan Documents; provided,
however,  that, except as specifically provided herein, any judgment in any such
action or proceeding shall be enforceable against Borrower only to the extent of
Borrower's interest in the Property and in any other collateral given to Lender,
and  Lender,  by accepting this Note and the other Loan Documents, shall not sue
for,  seek or demand any deficiency judgment against Borrower in any such action
or  proceeding under or by reason of or under or in connection with this Note or
the  other Loan Documents. The provisions of this Section 13 shall not, however,

<PAGE>

(a)  constitute  a  waiver, release or impairment of any obligation evidenced or
secured  by  any  of  the Loan Documents; (b) impair the right of Lender to name
Borrower  as  a  party  defendant in any action or suit for foreclosure and sale
under  the  Mortgage;  (c) affect the validity or enforceability of any guaranty
made  in  connection  with  the Loan or any of the rights and remedies of Lender
thereunder;  (d)  impair  the  right  of  Lender  to obtain the appointment of a
receiver;  (e)  constitute  a  prohibition  against  Lender to seek a deficiency
judgment  against  Borrower  in  order to fully realize on any security given by
Borrower in connection with the Loan or to commence any other appropriate action
or  proceeding  in  order  for  Lender  to  exercise  its  remedies against such
security;  or  (f)  constitute  a  waiver  of the right of Lender to enforce the
liability  and  obligation  of  Borrower, by money judgment or otherwise, to the
extent  of any loss, damage, cost, expense, liability, claim or other obligation
incurred  by  Lender  (including  attorneys' fees and costs reasonably incurred)
arising  out  of  or  in  connection  with  the  following:

               (i) fraud or intentional misrepresentation by Borrower, Guarantor
          or  any  other  guarantor  in  connection  with  the  Loan;

               (ii)  the  gross  negligence  or  willful misconduct of Borrower;

               (iii)  the  breach  of  any representation, warranty, covenant or
          indemnification  provision  in  the  Mortgage concerning environmental
          laws,  hazardous  substances  and  asbestos and any indemnification of
          Lender  with  respect  thereto  in  either  document;

               (iv)  [intentionally  deleted];

               (v)  the  misapplication,  misappropriation  or  conversion  by
          Borrower  of  (A)  any  insurance proceeds paid by reason of any loss,
          damage or destruction to the Property, (B) any awards or other amounts
          received  in  connection  with the condemnation of all or a portion of
          the  Property,  (C) any rents following an Event of Default or (D) any
          security  deposits  or  rents  collected  in  advance;

               (vi)  any  personal  property  having a value greater than $1,000
          taken  from  the Property by or on behalf of Borrower or the Guarantor
          and not replaced with personal property of the same utility and of the
          same  of  greater  value;

               (vii)  any  fees  or  commissions  paid  by  Borrower  after  the
          occurrence of an Event of Default to any Guarantor in violation of the
          terms  of  this  Note  or  the  other  Loan  Documents;

               (viii)  [intentionally  deleted];

               (ix)  any  security  deposits,  advance  deposits  or  any  other
          deposits  collected  with  respect  to  the  Property  which  are  not
          delivered  to  Lender  upon a foreclosure of the Property or action in
          lieu  thereof,  except  to  the extent any such security deposits were
          applied  in  accordance  with  the  terms and conditions of any of the
          Leases  prior to the occurrence of the Event of Default that gave rise
          to  such  foreclosure  or  action  in  lieu  thereof;

               (x)  any failure by Borrower to permit on-site inspections of the
          Property  as  required  by  the  Loan  Agreement  and  the  other Loan
          Documents;

               (xi)  any  failure  of Borrower to appoint a new property manager
          upon  the  request  of  Lender  as  required  by the terms of the Loan
          Documents;

               (xii)  Borrower's  breach  of,  or  failure  to  comply with, the
          representations,  warranties  and covenants contained in Section 4.1.7
          of  the  Loan  Agreement;  and/or

               (xiii)  Borrower's  breach  of the representations and warranties
          contained  in  Section  3.1.30  of  the  Loan  Agreement.

<PAGE>

     Notwithstanding  anything  to  the contrary in this Note or any of the Loan
Documents,  (A) Lender shall not be deemed to have waived any right which Lender
may  have  under  Section 506(a), 506(b), 1111(b) or any other provisions of the
Bankruptcy  Code  to  file a claim for the full amount of the Debt or to require
that  all collateral shall continue to secure all of the Debt owing to Lender in
accordance  with the Loan Documents, and (B) the Debt shall be fully recourse to
Borrower in the event that: (i) the first full monthly payment of interest under
the  Note  is  not  paid  when  due;  (ii)  Borrower  fails to provide financial
information  to Lender as required by the Loan Agreement or fails to comply with
any  provision  of Section 3.1.26 of the Loan Agreement; (iii) Borrower fails to
obtain  Lender's  prior  consent to any subordinate financing or other voluntary
lien  encumbering  the  Property;  (iv)  Borrower fails to obtain Lender's prior
consent  to  any  assignment,  transfer,  or  conveyance  of the Property or any
interest therein as required by the Mortgage or the Loan Agreement; (v) Borrower
or  any  Guarantor  files  a voluntary petition under the Bankruptcy Code or any
other federal or state bankruptcy or insolvency law; (vi) an affiliate, officer,
director,  or  representative  which  controls, directly or indirectly, Borrower
files, or joins in the filing of, an involuntary petition against Borrower under
the  Bankruptcy Code or any other federal or state bankruptcy or insolvency law,
or  solicits or causes to be solicited petitioning creditors for any involuntary
petition  against  Borrower  from  any  Person;  (vii)  Borrower files an answer
consenting to or otherwise acquiescing in or joining in any involuntary petition
filed  against  it,  by  any other Person under the Bankruptcy Code or any other
federal  or  state  bankruptcy  or  insolvency  law, or solicits or causes to be
solicited  petitioning  creditors  for any involuntary petition from any Person;
(viii)  any  affiliate,  officer,  director,  or  representative  which controls
Borrower  consents  to  or  acquiesces  in  or  joins  in an application for the
appointment  of  a custodian, receiver, trustee, or examiner for Borrower or any
portion of the Property; or (ix) Borrower makes an assignment for the benefit of
creditors,  or  admits, in writing or in any legal proceeding, its insolvency or
inability  to  pay  its  debts  as  they  become  due.

     In  addition  to  the  foregoing,  unless  and  until Borrower provides the
"Additional  Insurance Coverage" (as defined below), in the event of a Casualty:

          (a)  if  Lender  elects  to  declare  the  balance of the Debt due and
     payable  pursuant  to  the  terms  of the Mortgage, the Debt shall be fully
     recourse  to  Borrower  and  the  Guarantors;  and

          (b) if Lender elects to apply the insurance proceeds attributable to a
     Casualty to Restoration and/or repair of the Property, the Borrower and the
     Guarantors  shall  be personally liable for (i) payment of the debt service
     due  hereunder,  and  (ii)  any  costs  incurred in such Restoration and/or
     repair  in  the  event of a shortfall in the Net Proceeds payable therefor.

As  used  herein,

"ADDITIONAL  INSURANCE COVERAGE" shall mean (i) $1,600,000 in property insurance
coverage  (covering wind damage) in addition to Borrower's property insurance in
place  as of the date hereof, as evidenced by a certificate delivered to Lender,
and  (ii)  business  interruption  insurance  for a Casualty resulting from wind
damage,  all  of which shall comply with the requirements set forth in Article 5
of  the  Loan  Agreement,  except  that  there  shall  be no exclusion for wind.

<PAGE>

"BANKRUPTCY  CODE"  shall  mean  Title  11  of  the  United States Code entitled
"Bankruptcy",  as  amended  from  time  to  time,  and  any successor statute or
statutes and all rules and regulations from time to time promulgated thereunder,
and any comparable foreign laws relating to bankruptcy, insolvency or creditors'
rights;

"CASUALTY"  shall  mean  damage  or  destruction of the Property, in whole or in
part,  by  fire  or  other  casualty

"DEBT" shall mean the Loan together with all interest accrued and unpaid thereon
and  all  other  sums  (including  the  Prepayment  Fee,  the  Exit  Fee and all
outstanding  fees,  costs  and  expenses) due to Lender with respect to the Loan
Documents;

"GOVERNMENTAL AUTHORITY" shall mean any court, board, agency, commission, office
or  authority of any nature whatsoever or any governmental unit (federal, state,
commonwealth,  county,  district,  municipal,  city or otherwise) whether now or
hereafter  in  existence;

"GUARANTOR"  shall  collectively  mean  Malcolm  Wright, an individual, and Fred
Pauzar,  an  individual;  and

"NET  PROCEEDS" shall mean: (i) the net amount of all insurance proceeds payable
as  a  result  of  a Casualty to any portion of the Property, after deduction of
reasonable  costs and expenses (including reasonable attorneys' fees and costs),
if  any,  in  collecting  such  insurance  proceeds.

"PERSON"  shall mean any individual, corporation, partnership, limited liability
company,  joint  venture,  estate,  trust, unincorporated association, any other
entity,  any Governmental Authority and any fiduciary acting in such capacity on
behalf  of  any  of  the  foregoing.

"RESTORATION" shall mean the restoration, repair, or replacement of the Property
to  at  least  the  equal  value  and  substantially  the same character as that
existing  prior  to  a  Casualty.

14.     SALE OF LOAN.
        ------------

     Lender,  at  any  time  and  without  the  consent  of  Borrower, may grant
participations in or sell, transfer, assign and convey all or any portion of its
right,  title  and  interest in and to the Loan, this Note, the Mortgage and the
other  Loan  Documents, any guaranties given in connection with the Loan and any
collateral  given  to  secure  the  Loan.

15.     CONSENT TO JURISDICTION.
        -----------------------

BORROWER  HEREBY  CONSENTS  TO  THE  JURISDICTION  OF ANY STATE OR FEDERAL COURT
LOCATED  WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREES
THAT, SUBJECT TO LENDER'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING  TO  THIS  AGREEMENT  OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN
SUCH  COURTS. BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER HEREBY
WAIVES  PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE
OF  PROCESS  MAY  BE  MADE UPON BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT  REQUESTED,  ADDRESSED  TO  BORROWER,  AT  THE ADDRESS SET FORTH IN THIS
AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS
BEEN  POSTED.

<PAGE>

16.     WAIVER  OF  JURY  TRIAL.

BORROWER  AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM  OR  CAUSE  OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE AND THE OTHER
LOAN  DOCUMENTS.  BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL
INDUCEMENT  TO  ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THIS
WAIVER  IN  ENTERING  INTO  THIS NOTE AND THE OTHER LOAN DOCUMENTS AND THAT EACH
WILL  CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER
AND  LENDER WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING
THIS  JURY  WAIVER  WITH  LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY
WAIVES  ITS  JURY  TRIAL  RIGHTS.


                            [SIGNATURE PAGE FOLLOWS]















<PAGE>

                   [SIGNATURE PAGE 1 OF 1 TO PROMISSORY NOTE]

     IN  WITNESS WHEREOF, Borrower has executed this Note or has caused the same
to  be  executed  UNDER  SEAL  as  of  the  date  first  set  forth  above.

                                   BORROWER:

                                   SOUTH  BEACH  RESORTS,  LLC,  a  Florida
                                   limited  liability  company

                                   By:  SBR  Holding  Company,  LLC,  a  Florida
                                        limited liability company, its managing
                                        member



                                   By:/s/ Frederick W. Pauzer          [SEAL]
                                      --------------------------------
                                   Name: Frederick W. Pauzer
                                        ------------------------------

                                   Title:   Managing  Member

<PAGE>