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                AMENDED AND RESTATED SEASONAL LINE OF CREDIT NOTE

$2,500,000.00                                          Hilton Head Island, S. C.

                                                                October 31, 1998

         FOR VALUE RECEIVED, the undersigned SEA PINES ASSOCIATES, INC. and SEA
PINES COMPANY, INC., both South Carolina corporations (hereinafter referred to
collectively as the "Maker") jointly and severally promise to pay to the order
of WACHOVIA BANK, N.A., a national banking association (which, together with any
subsequent holder(s) of this Note, from time to time hereinafter referred to as
the "Holder") at Charleston, South Carolina, or at such other place or to such
other party or parties as the Holder of this Note may from time to time
designate, the principal sum of TWO MILLION, FIVE HUNDRED THOUSAND NO/100
DOLLARS ($2,500,000.00) or so much thereof as may be advanced or re-advanced
from time to time and remains unpaid, with interest thereon computed on the
basis of a 360-day year for the actual number of days in each interest period.

         This Note shall bear interest from the date hereof at a rate per annum
equal to the Adjusted LIBOR Index for the applicable one month Interest Period
plus the Applicable Margin, all as defined in that certain Master Credit
Agreement dated the same date hereof by and between Maker and the initial Holder
(the "Master Credit Agreement").

         Interest only on the principal amount outstanding shall be due and
payable on the first (1st) day of each month. All outstanding principal and
accrued but unpaid interest shall be due and payable on or before the Seasonal
Line of Credit Note Maturity Date, as defined in the Master Credit Agreement.

         Monthly payments of interest shall be applied first to any late charges
or other charges due and then to interest due. Upon the occurrence of an Event
of Default under this Note, all payments of principal and/or interest may be
applied in such order as the Holder of this Note may in its sole discretion
determine. All payments of principal and/or interest are payable in lawful money
of the United States of America, which shall be legal tender in payment of all
debts and dues, public and private, at the time of payment.

         In the event ("Event(s) of Default") (a) Maker fails to make a payment
of any interest or any installment of principal or any other sums payable
pursuant to the terms of this Note on or before the date on which it is due, or
(b) Maker fails to pay in full the entire amount outstanding under this Note on
the Maturity Date, (c) of the occurrence of an Event of Default under the Master
Credit Agreement or any other document or instrument which secures or evidences
this Note , or (d) an event of default by Maker on any of the "Obligations" as
defined in the Master Credit Agreement ; and if such default or failure is not
cured within the time, if any, provided in the Master Credit Agreement or other
document or instrument, then or at any time thereafter, at the option of the
Holder of this Note, the whole of the principal sum then remaining unpaid
hereunder together with all interest accrued thereon, shall immediately become
due and payable without notice, and the liens given to secure the payment of
this Note may be foreclosed. In order to compensate the Holder for the increased
risk of collection after an Event of Default, from and after the maturity of
this Note either according to its terms or as the result of a lawful declaration
of maturity, the entire principal remaining unpaid hereunder shall bear interest
at a rate equal to Default Rate, as defined in the Master Credit Agreement.
Failure to exercise such option or any other rights to which the Holder may in
the event of any such default be entitled shall not


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constitute a waiver of the right to exercise such option or any other rights in
the event of any subsequent default, whether of the same or different nature.

         This Note is secured by, among other security, certain Mortgages,
Assignments and other Collateral, all as defined and more fully described in the
Master Credit Agreement. The terms and conditions of the Master Credit Agreement
and the other Documents as defined in the Master Credit Agreement shall be
considered a part hereof to the same extent as if written herein, including any
amendments thereto.

         If this Note is placed in the hands of an attorney for collection or is
collected through any legal proceedings, the Maker of this Note promises to pay
a reasonable attorney's fee.

         In the event the interest provisions hereof or any exactions provided
for herein or any other instruments securing this Note shall result for any
reason in an effective rate of interest which, for any period of time,
transcends the limit of the usury or any other law applicable to the loan
evidenced hereby, all sums in excess of those lawfully collectible as interest
for the period in question shall, without further agreement or notice between or
by any party hereto, be applied to principal immediately upon receipt of such
monies by the Holder.

         The Maker and all endorsers, and all persons liable or to become liable
on this Note waive presentment, protest and demand, notice of protest, demand
and dishonor and nonpayment of this Note (except for notice expressly required
by this Note), and consent to any and all renewals and extensions of the time of
payment hereof, and agree, further, that at any time and from time to time
without notice, the terms of payment herein may be modified or the security
described in the lien document securing this Note released in whole or in part,
or increased, changed or exchanged by agreement between the Holder hereof and in
the case of payments, the Maker, and in the case of liens, any owner of premises
affected by said lien document securing this Note without in any way affecting
the liability of any party to this instrument or any person liable with respect
to any indebtedness evidenced hereby.

         The Holder is not required to rely on the Collateral, as defined in the
Master Credit Agreement, for the payment of the Note in the event of default by
the Maker, but may proceed directly against the Maker, endorsers, or guarantors,
if any, in such manner as it deems desirable. None of the rights and remedies of
the Holder hereunder are to be waived or affected by failure or delay to
exercise them. All remedies conferred on a Holder by this Note or any other
instrument or agreement shall be cumulative, and none is exclusive. Such
remedies may be exercised concurrently or consecutively at the Holder's option.

         This Note may be prepaid in whole or in part without penalty upon the
maturity of the then current Interest Period. If the Holder allows the Maker to
prepay the Loan prior to the maturity of the then current Interest Period, the
Maker shall pay a prepayment premium determined by the Holder, in its
commercially reasonable discretion, at the time of the prepayment to compensate
the Holder for any loss.

         The Holder may collect a late charge not to exceed an amount equal to
four (4%) per cent of any installment of principal which is not paid within
fifteen (15) days of the due date thereof to cover the extra expenses involved
in handling delinquent payments. The collection of the late charge shall not be
deemed a waiver by the Holder of any of its other rights under this Note,


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including the right, upon the expiration of any applicable cure period, to
accelerate this Note due to Maker's default for nonpayment.

         This Note shall be governed as to validity, interpretation,
construction, effect, and in all other respects by the laws and decisions of the
State of South Carolina.

         Wherever possible each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note or portion thereof shall be prohibited by or invalid
under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Note.

         This Note amends and restates that certain promissory note of Maker
dated January 17, 1992 as amended from time to time.

         IN WITNESS WHEREOF, this Amended and Restated Seasonal Line of Credit
Note is executed and delivered by the Maker to be legally binding and effective
as of the date first above written.



(CORPORATE SEAL)                    MAKER:

                                    SEA PINES ASSOCIATES, INC.

                                    By:  /s/ C. W. Flynn
                                       -----------------------------------------
                                    Its:  Chairman
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(CORPORATE SEAL)                    SEA PINES COMPANY, INC.

                                    By:  Michael E. Lawrence
                                       -----------------------------------------
                                    Its: President
                                        ----------------------------------------


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