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                                                                    EXHIBIT 10.x

STATE OF SOUTH CAROLINA    )                    SECOND AMENDMENT
                           )                           TO
COUNTY OF BEAUFORT         )                 17 MM PROMISSORY NOTE


         THIS SECOND AMENDMENT TO 17 MM PROMISSORY NOTE is made and entered into
this 24th day of October, 1997, by and among SEA PINES ASSOCIATES, INC. ("SPA"),
SEA PINES COMPANY, INC. ("SPCO") (SPA and SPCO collectively referred to as the
"Borrower") and WACHOVIA BANK, N.A., as Successor to The South Carolina National
Bank ("Lender").

                            W I T N E S S E T H :

         WHEREAS, pursuant to that certain Credit Agreement of November 17, 1987
which set forth the terms of a Seventeen Million and No/100 ($17,000,000.00)
Dollar term loan (the "17 MM Loan"), the Borrower did execute that certain
Promissory Note, in the original principal amount of $17,000,000.00, payable to
the order of the Lender (the "17 MM Note"); and

         WHEREAS, the Amendment to 17 MM Note dated June 29, 1993 extended the
Maturity Date of the 17 MM Note to June 17, 1998 (the AFirst Amendment to 17 MM
Note"); and

         WHEREAS, certain interest rate options were extended to the Borrower
pursuant to the Amendment Letters of June 6, 1994 and June 16, 1995, as more
particularly described in the Eighth Amendment to Credit Agreement; and

         WHEREAS, pursuant to that certain Commitment Letter dated August 28,
1997, as amended, from the Lender to the Borrower (the "8/28/97 Commitment
Letter"), the Lender has agreed to further extend the Maturity Date of the 17 MM
Note to November 15, 1999; and

         WHEREAS, this Second Amendment to 17 MM Note is made and entered into
in order to modify the 17 MM Note so as to reflect the terms and conditions of
the 8/28/97 Commitment Letter and to incorporate the terms of the Amendment
Letters of June 6, 1994 and June 16, 1995.`

         NOW, THEREFORE, for and in consideration of the mutual covenants ad
promises herein, and other good and valuable consideration, the parties hereto
agree as follows:

         1. The above "Whereas" clauses are incorporated herein as is repeated
verbatim.

         2. The "Maturity Date" of June 17, 1998 (as contained in the First
Amendment to 17 MM Note) is hereby deleted and the "Maturity Date" of November
15, 1999 is hereby inserted as the "Maturity Date" throughout the 17 MM Note (as
amended).


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         3. The principal payments due under the 17 MM Note shall be modified as
herein provided and shall become effective as of October 18, 1997. Interest
shall continue to be paid monthly on the principal balance outstanding, based
upon the interest rate in effect and the number of days elapsed as provided in
the First Amendment to 17 MM Note, as amended by the Amendment Letters of June
6, 1994 and June 16, 1995. The schedule of principal payments set forth in the
First Amendment to 17 MM Note is hereby deleted and the following shall be
substituted in lieu thereof:

                  May 17, 1998 through October 17, 1998:
                           $135,000.00 per month;

                  May 17, 1999 through October 17, 1999:
                           $135,000.00 per month.

         4. The Loan Documents described in the 17 MM Note (including, but not
limited to, the Credit Agreement, as amended, and the 17 MM Mortgage, as
amended) are hereby modified and construed to include the 8/28/97 Commitment
Letter, this Second Amendment to 17 MM Note and the Eighth Amendment to Credit
Agreement, said documents being entered into of even date herewith in
conjunction with the terms and conditions of the 8/28/97 Commitment Letter.

         5. The cross-default provisions contained in the 17 MM Note are hereby
modified and construed to include the 8/28/97 Commitment Letter, this Second
Amendment to 17 MM Note, the Fourth Amendment to 17 MM Mortgage and the Eighth
Amendment to Credit Agreement, said documents being entered into of even date
herewith in conjunction with the terms and conditions of the 8/28/97 Commitment
Letter as additional agreements whereby defaults and/or noncompliance with the
terms of said agreements shall result in a default under the 17 MM Note.

         6. This Second Amendment to 17 MM Note shall be incorporated into and
made a part of the 17 MM Note and all references to the 17 MM Note shall be
construed to include the terms and conditions of this Second Amendment to 17 MM
Note.

         7. The execution and delivery of this Second Amendment to 17 MM Note
shall not be construed to affect the priority of the 17 MM Mortgage, as amended.

         8. Except as heretofore amended or modified, the terms and conditions
of the 17 MM Note shall remain unchanged.



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         IN WITNESS WHEREOF, the parties have duly executed this Second
Amendment to 17 MM Promissory Note on the day and year first above written.

                                       SEA PINES ASSOCIATES, INC.


Connie Smith                           By:     C. W. Flynn
----------------------------------             --------------------------------
                                       Its:    Chairman
                                               --------------------------------

Jennifer Bialocki-Prynada              Attest: Angus Cotton
----------------------------------             --------------------------------
                                       Its:    Secretary
                                               --------------------------------



                                       SEA PINES COMPANY, INC.
                                       (formerly known as Sea Pines Plantation 
                                       Company, Inc.)


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

Jennifer Bialocki-Prynada              Attest: Steven P. Birdwell
----------------------------------             --------------------------------
                                       Its:    Secretary



                                       WACHOVIA BANK, N.A.
                                       (as Successor to The South Carolina 
                                       National Bank)


Birdie Sargent                         By:     William D. Priester
----------------------------------             --------------------------------
                                       Its:    Asst. Vice President
                                               --------------------------------

Marla S. Nasuti                        Attest: Douglas E. Stetson
----------------------------------             --------------------------------
                                       Its:    Vice President
                                               --------------------------------



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