SCHEDULE OF OMITTED
                      AMENDED AND RESTATED PROMISSORY NOTE


The  Company  has also  entered  into one  additional  Promissory  Note which is
substantially  identical  to the  following  Promissory  Note  in  all  material
respects except as to the maker,  principal balance and monthly payment.  Listed
below are the material  details in which such documents differ from the document
filed as part of this exhibit.

                                          Principal              Monthly
                      Maker                Balance               Payment
      ------------------------------- --------------------- ------------------

      Royal Palm Village, L.L.C.          $2,300,000.00        $18,911.00



<PAGE>


                                 PROMISSORY NOTE

$5,100,000.00                                                     April 29, 1999
                                                                  Tampa, Florida
                                                            GELAAC Loan No. 3464

1.       Promise to Pay.

         FOR VALUE RECEIVED, the undersigned,  CAX LAKESHORE, L.L.C., a Delaware
limited liability company, and LAKESHORE  UTILITIES,  L.L.C., a Delaware limited
liability company (collectively,  the "Borrower"), jointly and severally promise
to pay in lawful  money of the United  States of America to the order of GE LIFE
AND ANNUITY ASSURANCE COMPANY, a Virginia corporation  ("Lender"),  at P. O. Box
490, Seattle, Washington 98111-0490, ATTN: Real Estate Department, or such other
place either  within or without the State of  Washington as Lender may designate
in writing  from time to time,  the  principal  sum of Five  Million One Hundred
Thousand and No/100 Dollars  ($5,100,000.00)  with interest from the date hereof
on the unpaid principal balance at the rate set forth below.

2.       Interest.

         Interest  shall  accrue on the unpaid  principal  balance from the date
hereof to the Maturity Date at a rate of seven and one-tenth percent (7.10%) per
annum.

3.       Payments and Term.

         Principal and interest shall be due and payable as follows:

         (a)      A  payment  of  all   interest  to  accrue   hereon  from  the
                  Disbursement  Date to and  including the last day of the month
                  during  which the  Disbursement  Date occurs  shall be due and
                  payable on the  Disbursement  Date. For purposes  hereof,  the
                  "Disbursement Date" shall be the date on which disbursement of
                  loan proceeds occurs.

         (b)      Monthly  payments  of  principal  and  interest  in the sum of
                  Thirty-Nine  Thousand  Eight  Hundred  Forty-Seven  and No/100
                  Dollars  ($39,847.00)  each  shall be due and  payable  on the
                  first day of each calendar month,  commencing on the first day
                  of the second calendar month following the  Disbursement  Date
                  and  continuing  on the  first  day  of  each  calendar  month
                  thereafter  to and  including the Maturity Date (as defined in
                  (c) below).  These monthly  payments are based upon the twenty
                  (20) year amortization period beginning on June 1, 1999.

(c)               The entire indebtedness  evidenced by this Note, if not sooner
                  paid,  shall be due and payable on May 31, 2019,  the Maturity
                  Date.

         All  payments  on account of the  indebtedness  evidenced  by this Note
shall be first applied to interest,  costs and prepayment fees (if any) and then
to  principal.  Interest  shall  be  computed  on the  basis of a  360-day  year
consisting  of twelve  30-day  months,  except that  interest for a portion of a
month (such as may be required under paragraph 3 (a) above) shall be computed on
the basis of a 365-day year (or a 366-day year during a leap year).

4.       Prepayment.

         This Note may be prepaid in full or in part,  upon giving Lender thirty
(30) days' prior written notice,  by paying, in addition to the principal amount
prepaid (and if prepaid in full,  accrued  interest and all other sums due under
the terms hereof), a prepayment  premium  ("Premium") equal to the present value
of the series of Payment  Differentials  (as defined  below) from the prepayment



DOCUMENTARY  STAMP  TAXES IN THE  AMOUNT OF  $17,850.00  HAVE BEEN PAID UPON AND
AFFIXED TO THE MORTGAGE SECURING THIS NOTE.

<PAGE>

date to the Maturity  Date,  discounted  using the  Discount  Factor (as defined
below) and the  Number of  Payments  or  Periods  (as  defined  below)  (monthly
compounding) calculated as follows:



         (a)      If 7.10% is less  than the  "Ask  Yield"  of the  non-callable
                  United States Government Treasury Note with a maturity closest
                  to the mid-point  between the fifth business day preceding the
                  prepayment date and the Maturity Date as published in The Wall
                  Street  Journal on the fifth (5th)  business day preceding the
                  prepayment  date (the "Treasury  Yield") (and if more than one
                  such issue, then the issue with the coupon rate closest to the
                  interest  rate then in effect on this Note)  plus fifty  basis
                  points (0.50%) (the "Reinvestment Yield"), the Premium will be
                  one percent (1%) of the amount of principal prepaid.

         (b)      If 7.10% equals or exceeds the Reinvestment Yield, the Premium
                  will be the greater of:

                  (i)      One percent (1%) of the amount of principal  prepaid,
                           or

                  (ii)     The   present   value  of  the   series  of   Payment
                           Differentials   from  the  prepayment   date  to  the
                           Maturity  Date.  The present value will be calculated
                           by Lender  using a  financial  calculator  or present
                           value tables  selected by Lender and the (i) Discount
                           Factor, (ii) Number of Payments or Periods, and (iii)
                           Payment  Differential,  as said terms are hereinafter
                           defined:

                                    i.      The  "Discount  Factor"  is equal to
                                            one-twelfth     (1/12)     of    the
                                            Reinvestment Yield.

                                    ii.     The  "Number of Payments or Periods"
                                            is equal  to the  number  of  months
                                            left to the Maturity  Date  (rounded
                                            up to the nearest whole number).

                                    iii.    The  "Payment  Differential"  is the
                                            difference   between   the   monthly
                                            payment    which    amortizes    the
                                            principal  prepaid  to zero over the
                                            Number  of   Payments   or  Periods,
                                            calculated, first, at 7.10% (if this
                                            Note is prepaid  in full,  then this
                                            is the  monthly  payment  stated  in
                                            this  Note)  and,  second,   at  the
                                            Reinvestment Yield.

         If  the   publication  The  Wall  Street  Journal  is  discontinued  or
publication  of the yield of United  States  Treasury  notes in The Wall  Street
Journal is discontinued,  Lender shall, in its sole  discretion,  designate some
other daily financial or governmental publication of national circulation.

         In the  event  the  Lender  accelerates  the  amount  due  prior to the
Maturity  Date,  the Borrower  shall  immediately  pay to the Lender all amounts
described in this Note, including but not limited to, the prepayment Premium.

         Provided,  however,  that there shall be no  prepayment  fee payable on
principal  prepaid  during the sixty (60) days prior to the Maturity  Date.  Any
partial  prepayment  shall be applied  upon  payments  due hereon in the inverse
order of their respective due dates.

         In addition to the prepayment  provisions  above,  Borrower may, during
each  Loan  Year,  prepay  up to  five  percent  (5%) of the  principal  balance
outstanding on the first day of that Loan Year upon three (3) days prior written
notice to Lender  without the payment of any  prepayment  fee,  such  prepayment
privilege being  non-cumulative  on a Loan Year to Loan Year basis. For purposes
hereof, "Loan Year" means each successive period of twelve (12) months, with the
first such period beginning on June 1, 1999.

                                     - 2 -
<PAGE>

5.       Restrictions on Transfer and Encumbrance.

         Borrower and Lender acknowledge and agree that the Mortgage referred to
in paragraph 9 below contains the following paragraphs 4.1 and 4.2:

                  "4.1     Restrictions   on  Transfer  or  Encumbrance  of  the
                           Property.

                  (a)      A "Transfer" is: any sale (by contract or otherwise),
                           encumbrance,  conveyance or other  transfer of all or
                           any  interest in the  Property;  or any change in the
                           ownership  of  any  stock  interest  in  a  corporate
                           Mortgagor,   in  the  ownership  of  any   membership
                           interest  or in the  manager  of a limited  liability
                           company  Mortgagor,  in the  ownership of any general
                           partnership   interest  in  any  general  or  limited
                           partnership  Mortgagor,  or in the  ownership  of any
                           beneficial  interest in any other  Mortgagor which is
                           not a natural  person or persons  (including  without
                           limitation a trust);  or any change in the  ownership
                           of any  stock,  membership,  general  partnership  or
                           other beneficial interest in any corporation, limited
                           liability  company,   partnership,   trust  or  other
                           entity,   organization  or  association  directly  or
                           indirectly  owning an  interest  in  Mortgagor,  or a
                           change in the manager of a limited liability company.
                           Changes  in the  ownership  of a limited  partnership
                           interest in a limited partnership  (including sale of
                           publicly  traded  partnership  units)  shall  not  be
                           deemed a "Transfer."

                  (b)      In the event of a Transfer without  Mortgagee's prior
                           written  consent,  Mortgagee  may at its sole  option
                           declare the  Transfer an Event of Default  under this
                           Mortgage  and invoke any remedy or remedies  provided
                           for in  paragraph  8.1  hereof,  or  may at its  sole
                           option  consent  to  such  Transfer.   Mortgagee  may
                           condition  its consent to a Transfer upon the payment
                           of a fee to Mortgagee,  or an increase in the rate of
                           interest  due  under  the  Note,   or  the  items  in
                           paragraph  4.1(d) below,  or any  combination  of the
                           foregoing.  Neither of the  foregoing  options  shall
                           apply,  however,  in the case of a Transfer under any
                           will,  trust or  applicable  law of  descent  arising
                           because  of the  death  of an  individual  so long as
                           Mortgagee is given prompt  notice of the Transfer and
                           the transferee.  Mortgagee's consent to a Transfer or
                           its  waiver  of an Event of  Default  by  reason of a
                           Transfer  shall not constitute a consent or waiver of
                           any right,  remedy or power  accruing to Mortgagee by
                           reason of any subsequent Transfer.

                  (c)      Mortgagee will give its written  consent to Transfers
                           of  interests  in  Mortgagor  or of  interests  in an
                           entity with an ownership interest in Mortgagor to the
                           transferor's  spouse  or lineal  descendant  or to an
                           estate    planning    trust   whose    trustees   and
                           beneficiaries  are the transferor or the transferor's
                           spouse  or  lineal   descendant  if  Mortgagor  gives
                           Mortgagee prior written notice  accompanied by copies
                           of the proposed  Transfer  documents  and a $1,000.00
                           transfer review fee.

                  (d)      For any  Transfer  permitted  under this  Mortgage or
                           requested by  Mortgagor,  Mortgagee may condition its
                           consent upon: the Property having been and assurances
                           that it  shall  continue  to be well  maintained  and
                           managed  in  a  manner  reasonably   satisfactory  to
                           Mortgagee;  Mortgagee's  reasonable  approval  of the
                           Transfer terms,  documents and background  materials;
                           there  being no uncured  Event of Default  under this
                           Mortgage;  Mortgagor  furnishing  an  endorsement  to
                           Mortgagee's   title  insurance  policy  insuring  the
                           continued  validity  and priority of the lien of this
                           Mortgage    following    the    Transfer   and   such
                           subordination  agreements and other  documents as may
                           be  required  by  Mortgagee  or its title  company to
                           issue the  endorsement.  Unless Mortgagee in its sole
                           discretion  otherwise agrees in writing at that time,
                           no Transfer shall release the

                                     - 3 -
<PAGE>


                           transferor   from  any   liability   under  the  Loan
                           Documents   or  the   environmental   Indemnity.   By
                           accepting a Transfer,  the transferee assumes any and
                           all  liability  of  the  transferor  under  the  Loan
                           Documents  and  the  environmental  Indemnity  to the
                           extent the transferor has any personal liability.  At
                           Mortgagee's   request,   the  parties  shall  execute
                           agreements,  guaranties  and  indemnities in form and
                           substance acceptable to Mortgagee. Regardless whether
                           Mortgagee  consents to a Transfer request,  Mortgagor
                           agrees   to  pay   all  of   Mortgagee's   reasonable
                           out-of-pocket  expenses  incurred in connection  with
                           any Transfer request,  including  without  limitation
                           title  fees  and  attorneys'  fees  and  costs,   and
                           Mortgagee may condition its willingness to consider a
                           Transfer   request   upon  a   deposit   to  pay  for
                           Mortgagee's expenses.

                  4.2      Loan  Assumption   Provision.   Notwithstanding   any
         provision of this Mortgage to the contrary,  Mortgagee  will consent to
         two  sales of the  Property  and  assumption  by the  purchaser  of the
         indebtedness secured hereby, provided that:

                  (a)      Mortgagor is not then in default under this Mortgage;

                  (b)      The   purchaser  of  the   Property,   the  financial
                           statements,   financial  strength,  tax  returns  and
                           credit history of the  purchaser,  the sale agreement
                           and  related  documents,  and all aspects of the sale
                           are satisfactory to Mortgagee;

                  (c)      The   purchaser   evidences  a  history  of  property
                           management satisfactory to Mortgagee or contracts for
                           management of the Property with a property management
                           firm satisfactory to Mortgagee;

                  (d)      If  the   amount   then  due  on  the  Note   exceeds
                           seventy-five  percent  (75%) of the sale price of the
                           Property,  the  balance  due  on  the  Note,  at  the
                           Mortgagee's  election,  must be  reduced,  by payment
                           thereon,   to  an  amount   which   does  not  exceed
                           seventy-five percent (75%) of the sale price;

                  (e)      Mortgagee  receives in cash an assumption  fee of the
                           greater  of  Five   Thousand   and   No/100   Dollars
                           ($5,000.00) or One Percent (1.00%) of the outstanding
                           loan balance at the time of the assumption,  plus its
                           reasonable   legal   and   administrative   expenses,
                           incurred in connection with such sale and assumption;

                  (f)      Mortgagor  furnishes  to  Mortgagee,  at  Mortgagor's
                           expense,   an  endorsement   to   Mortgagee's   title
                           insurance  policy  insuring the  continued  validity,
                           enforceability and priority of the Mortgage following
                           the   assumption.   The  form  and   content  of  the
                           endorsement  shall  be  reasonably   satisfactory  to
                           Mortgagee.  If required by the Mortgagee or the title
                           Insurer,  the Mortgagor  shall furnish  subordination
                           agreements  from  tenants of the  Property  and other
                           necessary parties in form and substance acceptable to
                           the Mortgagee and the title insurer;

                  (g)      Unless  Mortgagee  in its sole  discretion  otherwise
                           agrees  in  writing  at that  time,  no such  sale or
                           assumption  shall release  Mortgagor or any guarantor
                           or other person from liability,  or otherwise  affect
                           the  liability of Mortgagor or any such  guarantor or
                           other person, for payment of the indebtedness secured
                           hereby;

                  (h)      In the  event  the Loan was made  with a  requirement
                           imposed upon the  Mortgagor to complete any specified
                           repairs of the Property,  the Mortgagor  shall not be
                           entitled  to a consent by  Mortgagee  pursuant to the
                           terms of this provision  until such repairs have been
                           completed to Mortgagee's satisfaction; and

                                     - 4 -
<PAGE>

                  (i)      The  Mortgagee  may,  at  its  option,   require  tax
                           reserves  as  referred  to in  paragraph  3.1 of this
                           Mortgage,    whether   or   not   previously   waived
                           conditionally  or  otherwise,  as a condition  to its
                           consent."

6.       Default.

         (a)      The  occurrence  of any  one or more  of the  following  shall
                  constitute an event of default ("Event of Default") under this
                  Note:

                  (i)      Failure to make any payment of  principal or interest
                           when due hereon, followed by the failure to make such
                           payment  within  ten (10) days after  written  notice
                           thereof  given  to  Borrower  by  Lender;   provided,
                           however,  that Lender  shall not be obligated to give
                           Borrower  written  notice  prior  to  exercising  its
                           remedies  with  respect to such default if Lender had
                           previously given Borrower during that calendar year a
                           notice of  default  for  failure to make a payment of
                           principal or interest  hereon.  Once Lender has given
                           such notice to  Borrower  during any  calendar  year,
                           failure by Borrower to make any payment of  principal
                           or interest within ten (10) days of the date when due
                           shall constitute an Event of Default.

                  (ii)     The  occurrence  of any other Event of Default  under
                           the Mortgage referred to in paragraph 9 below.

         (b)      Time is of the  essence.  If an Event of Default  occurs under
                  this Note:

                  (i)      the entire  principal  balance hereof and all accrued
                           interest  shall,  at the  option of  Lender,  without
                           notice,  bear  interest  at a rate  from time to time
                           equal to five (5)  percentage  points over what would
                           otherwise  be the  Note  rate  (or the  maximum  rate
                           permitted by applicable law if that is less) from the
                           date of the  Event of  Default  until  such  Event of
                           Default  is cured,  and such rate shall also apply to
                           post judgment interest, and

                  (ii)     the entire  principal  balance hereof and all accrued
                           interest shall immediately  become due and payable at
                           the option of Lender, without notice.

         Lender's  failure to exercise any option hereunder shall not constitute
a waiver of the right to exercise the same for any subsequent Event of Default.

         (c)      Lender may accept partial payments or payments marked "payment
                  in full" or "in  satisfaction"  or words to similar  effect at
                  any time.  Acceptance of such payment shall not affect or vary
                  the duty of Borrower to pay all obligations when due hereunder
                  and shall not  affect or impair  the right of Lender to pursue
                  all remedies  available to it  hereunder,  or under any of the
                  other loan documents securing or guarantying payment hereof or
                  executed in connection herewith.

7.       Late Charges.

         Borrower  acknowledges that, if any payment under this Note is not made
when due,  Lender will as a result thereof incur costs not  contemplated by this
Note, the exact amount of which would be extremely difficult or impracticable to
ascertain.  Such costs include  without  limitation  processing  and  accounting
charges.  Accordingly,  Borrower  hereby agrees to pay to Lender with respect to
each  payment  which is not  received by Lender  within ten (10) days after such
payment is due under this Note a late charge  equal to Five  Percent (5%) of the
amount  of the  payment.  Borrower  and  Lender  agree  that  such  late  charge
represents  a fair and  reasonable  estimate  of the costs  Lender will incur by
reason of such late  payment.  Acceptance of such late charge by Lender shall in
no event  constitute a waiver of the default with respect to the overdue amount,
and shall not  prevent  Lender  from  exercising  any of the  other  rights  and
remedies available to Lender.

                                     - 5 -
<PAGE>

8.       Costs and Attorneys' Fees.

         If an Event of Default  occurs  under this Note and Lender  consults an
attorney  regarding the  enforcement of any of its rights under this Note or the
Mortgage,  or if this Note is placed in the hands of an attorney for collection,
or if suit be brought to enforce this Note or the Mortgage, Borrower promises to
pay all costs thereof, including attorneys' fees. Said costs and attorneys' fees
shall include, without limitation, costs and attorneys' fees in any appeal or in
a  proceeding  under any  present  or  future  federal  bankruptcy  act or state
receivership.

9.       Security.

         This Note is secured by a Mortgage,  Assignment of Rents and Leases and
Security  Agreement  ("Mortgage") and a separate  Assignment of Rents and Leases
("Assignment")   covering  property  located  in  Hillsborough  County,  Florida
("Property").  It is also  secured  by an  Unconditional  Guaranty  executed  by
Commercial Assets, Inc., a Maryland corporation ("Guarantor").

10.      Waiver of Presentment, Etc./Joint and Several Liability.

         Borrower hereby waives  presentment  and demand for payment,  notice of
dishonor,  protest  and  notice  of  protest.  The  liability  of  each  of  the
undersigned  Borrower  is joint and  several  with  respect  to all  obligations
hereunder.

11.      Limited Recourse Debt.

         Except as otherwise  provided  herein and the Indemnity of the Borrower
of even date,  the  Borrower  is hereby  released  from all  personal  liability
hereunder to the extent such release does not operate to invalidate  the lien of
the Mortgage  securing this Note. In the event of foreclosure of the Mortgage or
other enforcement of the collection of the indebtedness  evidenced by this Note,
Lender  agrees,  and any holder hereof shall be deemed by  acceptance  hereof to
have agreed, not to take a deficiency  judgment against Borrower with respect to
said  indebtedness  except as may be  provided  as  follows  in this  paragraph.
Notwithstanding the foregoing,  however,  Borrower shall be fully and personally
liable to the holder of this Note for:

         (i)      All damages  suffered by the holder on account of waste to the
                  Property,  fraud or  willful  misrepresentation  committed  by
                  Borrower;

         (ii)     Any retention of rental income or other income of the Property
                  after an Event of Default has occurred  which remains  uncured
                  after any  applicable  notice and  opportunity to cure, to the
                  extent that any such retention is not applied to the operation
                  of the Property (i.e.,  capital and operating  expenses),  and
                  the retention of security  deposits or other  deposits made by
                  tenants of the Property which are not paid to tenants when due
                  or  transferred  to Lender or any other  party  acquiring  the
                  Property  at a  foreclosure  sale or any  transfer  in lieu of
                  foreclosure;

         (iii)    Any  property  taxes  or  assessments  accrued  prior  to  the
                  Lender's acquisition of title to the Property;

         (iv)     The  replacement  cost of any  personal  property  or fixtures
                  encumbered by the Mortgage which are removed or disposed of by
                  Borrower and not replaced as required by the Mortgage and then
                  to the  extent  of  the  replacement  cost  of  such  personal
                  property or fixtures;

         (v)      The  misapplication  of any  proceeds  to the full  extent  of
                  misapplied  proceeds  under any  insurance  policies or awards
                  resulting  from  condemnation  or the exercise of the power of
                  eminent  domain or by reason of damage or  destruction  to any
                  portion of the Property or any  building or buildings  located
                  thereon;

                                     - 6 -
<PAGE>

         (vi)     Any loss resulting from Borrower's  failure to maintain hazard
                  or  liability  insurance  as  required  under the terms of the
                  Mortgage;

         (vii)    All  damages,  liabilities,   costs  and  expenses,  including
                  attorneys' fees, incurred by the Lender due to the presence of
                  any Hazardous  Substances  (as defined in the Mortgage) on the
                  Property and due to any breach of covenant, breach of warranty
                  or  misrepresentation  by  Borrower  under the  Mortgage,  the
                  Indemnity,  or any of the other loan  documents  delivered  in
                  connection  with the loan  evidenced by this Note with respect
                  to Hazardous  Substances and Borrower's failure to perform any
                  obligations under the Indemnity. There will be no liability of
                  the Borrower for Hazardous  Substances which are introduced to
                  the  Property  subsequent  to  a  permitted  transfer  of  the
                  Property by the  Borrower or to the  Lender's  acquisition  of
                  title  as a  result  of  foreclosure  or a  deed  in  lieu  of
                  foreclosure;  provided,  however,  the Borrower shall bear the
                  burden of proof that the  introduction  and initial release of
                  such  Hazardous  Substances  (i)  occurred  subsequent  to the
                  transfer date, (ii) did not occur as a result of any action of
                  the  Borrower,  and  (iii)  did  not  occur  as  a  result  of
                  continuing  migration or release of any  Hazardous  Substances
                  introduced  prior to the transfer  date, in, on, under or near
                  the Property;

         (viii)   Any  fees  and  costs  including  attorney  fees  incurred  in
                  enforcing and  collecting any amounts due under this provision
                  11;

         (ix)     The full amount due under this Note including accrued interest
                  and  other  amounts  due with  respect  to the  Mortgage,  the
                  Assignment  and  any  other  loan  documents  executed  by the
                  Borrower in  connection  with this Note if there is a transfer
                  of title to the Property without the Lender's consent; and

         (x)      The full amount due under this Note including accrued interest
                  and  other  amounts  due with  respect  to the  Mortgage,  the
                  Assignment  and  any  other  loan  documents  executed  by the
                  Borrower in connection with this Note if subordinate financing
                  is placed against the Property without the Lender's consent.

         The  foregoing  limitation  on personal  liability  is not intended and
shall not be deemed to constitute a forgiveness of the indebtedness evidenced by
this Note or a release of the obligation to repay said indebtedness according to
the terms and provisions  hereof, but shall operate solely to limit the remedies
otherwise  available to the holder hereof for the  enforcement and collection of
such indebtedness. As used in this paragraph, the term "Borrower" includes:

         (a)      Borrower (and each of them, if more than one),

         (b)      all general  partners of any Borrower  which is a partnership,
                  and

         (c)      all joint venturers of any Borrower which is a joint venture.

         The personal  liability  hereunder of all persons  included  within the
term  "Borrower"  shall be joint and several.  The  provisions of this paragraph
shall control over any conflicting  provisions of this Note, the Mortgage or the
Assignment.  However,  nothing  contained  in this  paragraph  11  shall  affect
Lender's  ability to  maintain  any action  against  Borrower,  or to obtain any
judgment  necessary to realize upon the Mortgage or any other  security for this
Note.

12.      Loan Charges.

         Interest,  fees and charges  collected or to be collected in connection
with the  indebtedness  evidenced  hereby shall not exceed the maximum,  if any,
permitted by any  applicable  law. If any such law is  interpreted  so that said
interest,  fees and/or  charges  would  exceed any such  maximum and Borrower is
entitled to the benefit of such law, then:

                                     - 7 -
<PAGE>

         (i)      such  interest,  fees and/or  charges  shall be reduced by the
                  amount necessary to reduce the same to the permitted  maximum;
                  and

         (ii)     any sums already  collected  from Borrower  which exceeded the
                  permitted maximum will be refunded.  Lender may choose to make
                  the refund either by treating the  payments,  to the extent of
                  the excess,  as prepayments of principal or by making a direct
                  payment to Borrower.  No prepayment  premium shall be assessed
                  on prepayments  under this  paragraph.  The provisions of this
                  paragraph  shall  control over any  inconsistent  provision of
                  this Note or the  Mortgage or any other  document  executed in
                  connection with the indebtedness evidenced hereby.

13.      Governing Law.

         This Note shall be construed,  enforced and  otherwise  governed by the
laws of the State of Florida.

14.      Lender.

         As used herein,  the term "Lender"  shall mean holder and owner of this
Note.

LENDER AND BORROWER HEREBY KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY  WAIVE THE
RIGHT  EITHER  MAY HAVE TO  TRIAL BY JURY IN  RESPECT  TO ANY  LITIGATION  BASED
HEREON,  OR  ARISING  OUT OF,  UNDER OR IN  CONNECTION  WITH  THIS  NOTE AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION THEREWITH,  OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
EITHER PARTY. BORROWER ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL
INDUCEMENT TO THE LENDER IN EXTENDING  CREDIT TO THE  BORROWER,  THAT THE LENDER
WOULD NOT HAVE EXTENDED CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER
HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN
ATTORNEY  IN  CONNECTION  WITH THIS JURY TRIAL  WAIVER TO  UNDERSTAND  THE LEGAL
EFFECT OF THIS WAIVER.

Witnesses:                            CAX LAKESHORE, L.L.C., a Delaware limited
                                      liability company

                                      By: Commercial Assets, Inc., a Maryland
/s/ Laura K. Quigley                      corporation, Sole Manager and Sole
-------------------------------           Member
Print Name: Laura K. Quigley

/s/ Merrilyn Lovelady
-------------------------------
Print Name: Merrilyn Lovelady               By:/s/Bruce E. Moore
                                               ------------------------------
                                               Bruce E. Moore
                                               President



Witnesses:                            LAKESHORE UTILITIES, L.L.C., a Delaware
                                      limited liability company

                                      By:  Lakeshore Utilities, Inc., a Delaware
/s/ Thomas McLaughlin                      corporation, its managing member
-------------------------------
Print Name: Thomas McLaughlin

/s/ Laura K. Quigley                        By: /s/Bruce E. Moore
-------------------------------                ------------------------------
Print Name: Laura K. Quigley                   Bruce E. Moore
                                               President



STATE OF FLORIDA
COUNTY OF PINELLAS

         The foregoing  instrument was  acknowledged  before me this 29th day of
April,  1999,  by Bruce E. Moore,  as President of  COMMERCIAL  ASSETS,  INC., a
Maryland corporation,  Sole Manager and Sole Member of CAX LAKESHORE,  L.L.C., a
Delaware limited liability  company,  on behalf of the limited liability company
and   corporation.   He   is   personally   known   to  me   or   has   produced
______________________ as identification.

                                                 /s/ Merrilyn K. Lovelady
                                                 -------------------------------
                                                 NOTARY PUBLIC
                                                 Name:
                                                 Serial #:
                                                 My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS

         The foregoing  instrument was  acknowledged  before me this 29th day of
April,  1999, by Bruce E. Moore,  as President of Lakeshore  Utilities,  Inc., a
Delaware  corporation,  as Managing  Member of Lakeshore  Utilities,  L.L.C.,  a
Delaware limited liability  company,  on behalf of the corporation and L.L.C. He
is personally know to me or produced ______________________ as identification.

                                                /s/ Merrilyn K. Lovelady
                                                --------------------------------
                                                NOTARY PUBLIC
                                                Name:
                                                Serial #:
                                                My Commission Expires:
3564-138-646075v1


                                     - 8 -