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                            OASIS RESIDENTIAL, INC.

                     PROMISSORY NOTE DUE SEPTEMBER 25, 1997

$12,500,000                                                   Las Vegas, Nevada 
                                                             September 24, 1996

         FOR VALUE RECEIVED, OASIS RESIDENTIAL, INC., a Nevada corporation
("COMPANY"), promises to pay to the order of MORGAN GUARANTY TRUST COMPANY OF
NEW YORK ("PAYEE"), on or before September 25, 1997, the lesser of (x)
$12,500,000 or (y) the unpaid principal amount of all advances made by Payee to
Company as Loans in excess of the Commitment in effect prior to the date hereof
under the Credit Agreement referred to below.

         Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Amended and Restated Credit Agreement dated as of September 25, 1995 by and
among Company, the financial institutions listed therein as Lenders, Wells
Fargo Bank, National Association, as Administrative Agent, and Morgan Guaranty
Trust Company of New York and Bank One Arizona, N.A., as Co-Agents, as amended
to the date hereof (said Credit Agreement, as so amended and as it may be
further amended, supplemented or otherwise modified from time to time, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined).

         This Note is one of Company's "Notes" in the aggregate principal
amount of $200,000,000 and is issued pursuant to and entitled to the benefits
of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loans evidenced hereby
were made and are to be repaid.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Funding and Payment Office or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an Assignment Agreement effecting the assignment or transfer of
this Note shall have been accepted by Administrative Agent as provided in
Section 9.1B(ii) of the Credit Agreement, Company and Administrative Agent shall
be entitled to deem and treat Payee as the owner and holder of this Note and the
Loans evidenced hereby.  Payee hereby agrees, by its acceptance hereof, that
before disposing of this Note or any part hereof it will make a notation hereon
of all principal payments previously made hereunder and of the date to which
interest hereon has been paid; however, that the failure to make a notation of
any payment made on


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this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.

         Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.

         This Note is subject to mandatory prepayment as provided in Section
2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as
provided in Section 2.4A(i) of the Credit Agreement.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.

         Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.

         This Note is subject to restrictions on transfer or assignment as
provided in Section 9.1 of the Credit Agreement.

         No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.

         Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 9.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note.  Company and any
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.




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         IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.



                                            OASIS RESIDENTIAL, INC.,
                                            a Nevada corporation

                                            By:         [SIG]
                                                -------------------------------
                                            Title:    PRESIDENT
                                                   ----------------------------






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                                  TRANSACTIONS
                                       ON
                                ADDITIONAL NOTE

<TABLE>
<CAPTION>
                                                                                                   Outstanding
                            Type of              Amount of               Amount of                  Principal
                           Loan Made             Loan Made               Principal                   Balance               Notation
              Date         This Date.            This Date             Paid This Date               This Date              Made By
              ----         ----------            ---------             --------------              -----------             --------
        <S>                 <C>                  <C>                    <C>                         <C>                    <C>
</TABLE>













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