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                                                                   EXHIBIT 10.90

THIS INSTRUMENT WAS MADE, EXECUTED AND DELIVERED OUTSIDE THE STATE OF FLORIDA,
AND NO FLORIDA DOCUMENTARY STAMP TAX IS DUE HEREON IN ACCORDANCE WITH F.A.C.
12B-4.053(33).

BORROWER'S FEDERAL IDENTIFICATION NO.: 52-2059199

                                 PROMISSORY NOTE

$14,500,000.00

EFFECTIVE DATE: JUNE 15, 2004

                                                        WEST PALM BEACH, FLORIDA

LENDER:                                     BORROWER:

BANK OF AMERICA, N.A.                       RECREATION MORTGAGES, L.P.
9000 SOUTHSIDE BLVD.,BLDG. 100              580 WEST GERMANTOWN PIKE, SUITE 200
FL9-100-03-15                               PLYMOUTH MEETING, PENNSYLVANIA 19462
JACKSONVILLE, FLORIDA 32256-0793

      FOR VALUE RECEIVED, RECREATION MORTGAGES, L.P., a Delaware limited
partnership ("Borrower"), promises to pay to the order of BANK OF AMERICA, N.A.,
a national banking association, or any subsequent holder of this note ("Lender")
at its office located at 9000 Southside Boulevard, Building 100, FL9-100-03-15,
Jacksonville, Florida 32256-0793 (or at such other place or places as Lender may
designate) ("Payment Office of Lender") the principal sum of FOURTEEN MILLION
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($14,500,000.00) plus interest thereon
at the Rate hereinafter defined, all in accordance with the terms and conditions
of this Promissory Note (the "Promissory Note").

      1. RELATED DOCUMENTS. This Promissory Note is secured by a Collateral
Assignment of Mortgages and other Loan Documents (the "Assignment") dated of
even date herewith to be recorded in the Public Records of Palm Beach County and
Broward County, Florida, and UCC Financing Statements to be filed for record in
the Public Records of Palm Beach and Broward County, Florida, and in the Offices
of the Secretaries of State of the States of Florida and Delaware (the
"Financing Statements"). The Assignment, the Financing Statements, the Loan
Agreement between Borrower and Lender of even date herewith, and any other
documents entered into by and between Borrower and Lender in connection with the
indebtedness evidenced by this Promissory Note are hereinafter referred to
collectively as the "Related Documents" and the loan evidenced thereby is
hereinafter referred to as the "Loan." Terms used herein but not otherwise
defined hereunder are defined as set forth in the Related Documents. All of the
terms, definitions, conditions and covenants of the Related Documents are
expressly made a part of this Promissory Note by reference in the same manner
and with the same effect as if set forth herein at length, and any holder of
this Promissory Note is entitled to the benefits of and remedies provided in the
Related Documents.

      2. RATE. The interest rate ("Rate") to be applied to the unpaid principal
balance of this Promissory Note will be a rate equal to the LIBOR Daily Floating
Rate (hereinafter defined) plus an additional percentage per annum (the
"Spread"). The Spread will be 1.75% per annum.

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      The interest rate shall change on each Interest Rate Change Date. For
purposes hereof, the following terms shall have the meanings indicated: (a)
"LIBOR Daily Floating Rate" shall mean the rate of interest per annum equal to
the one (1) month rate of interest (rounded upwards, if necessary to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the one
(1) month London interbank offered rate for deposits in United States Dollars at
approximately 11:00 a.m. (London time) two (2) Business Days before the Interest
Rate Change Date, as adjusted from time to time in Lender's sole discretion for
then-applicable reserve requirements, deposit insurance assessment rates and
other regulatory costs; if for any reason such rate is not available, the term
"LIBOR Daily Floating Rate" shall mean the rate of interest per annum equal to
the one (1) month rate of interest (rounded upwards, if necessary to the nearest
1/100 of 1%) appearing on the Reuters Screen LIBOR page as the one (1) month
London interbank offered rate for deposits in United States Dollars at
approximately 11:00 a.m. (London time) two (2) Business Days before the Interest
Rate Change Date, as adjusted from time to time in Lender's sole discretion for
then-applicable reserve requirements, deposit insurance assessment rates and
other regulatory costs; provided, however, if more than one rate is specified on
Reuters Screen LIBOR page, the applicable rate shall be the arithmetic means of
all such rates, (b) "Business Day" shall mean each day other than a Saturday, a
Sunday, or any holiday on which commercial banks are closed for business; (c)
"Interest Rate Change Date" shall mean the first day of each one (1) month
period beginning on the fifteenth (15th) day of a month; provided, however, that
if any such day is not a Business Day, at Lender's option, the Interest Rate
Change Date shall be the next succeeding Business Day. The rate defined in this
paragraph is referred to as the LIBOR Daily Floating Rate.

      Notwithstanding any provision of this Promissory Note, Lender does not
intend to charge and Borrowers shall not be required to pay any amount of
interest or other charges in excess of the maximum permitted by the applicable
law. Any payment in excess of such maximum shall be credited against the
principal balance of this Promissory Note and any remaining excess shall be
refunded to the Borrowers.

      3. ACCRUAL METHOD. The interest rate on this Promissory Note shall be
computed on a 360/actual basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding.

      4. PAYMENT OF INTEREST AND PRINCIPAL. Principal shall be payable in
thirty-five (35) consecutive monthly installments as set forth in attached
Exhibit "A" with the first such payment due on July 15, 2004 and interest on the
principal amount outstanding hereunder shall be paid monthly in arrears likewise
commencing on July 15, 2004, with such principal and interest payments to
continue on the fifteenth (15th) day of each month thereafter for the next
consecutive thirty-four (34) months. Additionally, if there is any prepayment to
Borrower of any sums due under any note collaterally assigned to Lender under
the Assignment, a principal payment from Borrower to Lender shall be due and
payable in an amount equal to such prepayment. A final payment of the entire
principal balance outstanding, together with accrued interest thereon, shall be
due on June 15, 2007 ("Maturity Date"). All payments of principal and interest
shall be made in lawful currency of the United States-of America which shall be
legal tender in payment of all debts, public and private, at the time of
payment.

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      5. PREPAYMENT. This Promissory Note may be prepaid in whole or in part at
any time without fee, premium or penalty. Any partial prepayment shall be
applied in accordance with Paragraph 11 below and shall, when applied to
principal as provided in Paragraph 11 below, be applied to the next principal
installment due hereunder. Notwithstanding the foregoing, the right to prepay or
the costs of prepayment may be affected by any SWAP or similar agreement entered
into by Borrower.

      6. LATE CHARGES. Should Borrower fail to pay the installments of interest
or principal on any due date provided for herein and if such failure to pay
shall continue uncured for fifteen (15) days thereafter, then Borrower further
promises to pay a late payment charge equal to four percent (4%) of the amount
of the unpaid installment as liquidated compensation to Lender for the extra
expense to Lender to process and administer the late payment, Borrower agreeing,
by execution hereof, that any other measure of compensation for a late payment
is speculative and impossible to compute. This provision for late charges shall
not be deemed to extend the time for payment or be a "grace period" or "cure
period" that gives Borrower a right to cure a Default or Default Condition.
Imposition of late charges is not contingent upon the giving of any notice or
lapse of any cure period provided for in the Mortgage and shall not be deemed a
waiver of any right or remedy of Lender, including without limitation,
acceleration of this Promissory Note.

      7. DEFAULT. Any failure of Borrower to comply with any term, covenant, or
condition of this Promissory Note, including without limitation, Borrower's
failure to pay principal, interest, or expenses within fifteen (15) days of when
the same shall become due or a default under the Related Documents, which
failure or default shall remain uncured following the giving of any required
notice and the expiration of the applicable grace period, if any, shall be
deemed, at the option of Lender, a Default under this Promissory Note. Any
judgment rendered on this Promissory Note shall bear interest at the Default
Rate (as herein defined).

      8. ACCELERATION. Upon the occurrence of a Default hereunder or under the
terms of any one or more of the Related Documents, Lender may declare the then
outstanding principal and all accrued but unpaid interest immediately due and
payable and upon acceleration and thereafter this Promissory Note shall bear
interest at the Default Rate, hereinafter defined, until all indebtedness
evidenced hereby and secured by the Related Documents has been paid in full. Any
judgment rendered on this Promissory Note shall bear interest at the Default
Rate (as herein defined).

      9. DEFAULT RATE. After default or maturity or upon acceleration, and
thereafter, the unpaid indebtedness then evidenced by this Promissory Note and
due under and secured by the Related Documents shall bear interest at a fixed
rate equal to the maximum rate then permitted under applicable law per annum.

      10. APPLICATION OF PAYMENTS. All sums received by Lender for application
to this Promissory Note may be applied by Lender to late charges, expenses,
costs, interest, principal, and other amounts owing to Lender in connection with
this Promissory Note in the order selected by Lender in its sole discretion.

      11. EXPENSES. The prevailing party in any action hereunder, as determined
by the court or other party hearing the matter, shall be entitled to the award
of all costs of collection or enforcement, including

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reasonable attorneys' fees, paralegals' fees, legal assistants' fees, costs and
expenses, whether incurred with respect to collection, litigation, bankruptcy
proceedings, interpretation, dispute, negotiation, trial, appeal, defense of
actions instituted by a third party against Lender arising out of or related to
the loan evidenced by this Promissory Note, enforcement of any judgment based on
this Promissory Note, or otherwise, whether or not a suit to collect such
amounts or to enforce such rights is brought or, if brought, is prosecuted to
judgment.

      12. WAIVER. All persons now or at any time liable for payment of this
Promissory Note, whether directly or indirectly, including without limitation
any Guarantor, hereby waive presentment, protest, notice of protest and
dishonor. The undersigned expressly consents to any extensions and renewals, in
whole or in part, to the release of any or all Guarantors or co-makers and any
collateral security or portions thereof, given to secure this Promissory Note,
and all delays in time of payment or other performance which Lender may grant,
in its sole discretion, at any time and from time to time without limitation all
without any notice or further consent of Borrower, and any such grant by Lender
shall not be deemed a waiver of any subsequent delay or any of Lender's rights
hereunder or under the Related Documents.

      13. USURY. In no event shall this or any other provision herein or in the
Related Documents, permit the collection of any interest which would be usurious
under the applicable laws of the State of Florida. If any such interest in
excess of the maximum rate allowable under applicable law has been collected,
Borrower agrees that the amount of interest collected above the maximum rate
permitted by applicable law, together with interest thereon at the rate required
by applicable law, shall be refunded to Borrower, and Borrower agrees to accept
such refund or, at Borrower's option, such refund shall be applied as a
principal payment hereunder.

      14. Non-Recourse. Subject to the qualifications set forth in this Section
14, notwithstanding anything to the contrary contained in this Promissory Note
or the Related Documents, the obligations of Borrower shall be non-recourse and
neither Borrower nor Guarantor nor any partner, member, shareholder, manager,
officer or director of either of them shall be personally liable either at law
or in equity for the repayment of the Obligations or the failure of performance
of any other obligation evidenced by this Promissory Note or contained in the
other Related Documents, and Lender will, satisfy any judgments, orders or
decrees on account of the failure to repay such Obligations and/or the failure
to perform any such obligation, from the Mortgages and the Notes and any other
real or personal property, tangible or intangible, as Borrower, any Guarantor or
any other entity shall have pledged or assigned to secure this Promissory Note,
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 this Promissory Note and the interests in the
Mortgages, the Notes and any other collateral given to Borrower; provided,
however, that, except as specifically provided in this Section 14, any judgment
in any such action or proceeding shall be enforceable against Borrower only to
the extent of Borrower's interest in the Mortgages, the Notes and in any other
collateral given to Lender. Lender, by accepting this Promissory Note, agrees
that it shall not sue for, seek or demand any deficiency judgment against
Borrower in any such action or proceeding, under, by reason of or in connection
with this Promissory Note or the other Related Documents. Notwithstanding the
foregoing provisions of this Section 14 or any other provision in the Loan
Agreement or the Related Documents, Borrower shall be fully liable for and to
the extent of any "Losses" (defined below) suffered by Lender

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arising out of Borrower's breach of any warranty contained in the Assignment or
arising out of the following, all of which shall be made with full recourse to
the extent of such Losses:

            (a) fraud or material misrepresentation by Borrower in connection
with the Related Documents including, without representation, any such fraud or
material misrepresentation in Borrower's certification provided in lieu of
estoppel letters from the makers of the Notes collaterally assigned pursuant to
the Assignment;

            (b) the misappropriation by Borrower of any tenant payments under
any Underlease or any lease of the Recreation Facilities;

            (c) any failure of Borrower or Borrower's General Partner,
Recreation Mortgages, L.L.C., to maintain their existence;

            (d) the misappropriation by Borrower of any casualty loss proceeds
or condemnation proceeds received by Borrower pursuant to any mortgage assigned
to Lender by Borrower;

            (e) the exercise of any right or remedy under any federal, state or
local forfeiture laws resulting in the loss or impairment of the lien of the
Related Documents, or the priority thereof, against the property collaterally
assigned as security for the Promissory Note; and

            (f) any proceeding, action, petition or filing under the Bankruptcy
Code, or any similar state or federal law now or hereafter in effect relating to
bankruptcy, reorganization or insolvency, or the arrangement or adjustment of
debts, shall be filed by, consented to or acquiesced in by Borrower, or if
Borrower shall institute any proceeding for Borrower's dissolution or
liquidation, or shall make an assignment for the benefit of creditors, or

      For purposes hereof, the term "LOSSES" includes any and all claims, suits,
liabilities (including, without limitation, strict liabilities), actions,
proceedings, obligations, debts, damages, losses, costs, expenses, dimunitions
in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts
paid in settlement, punitive damages, foreseeable and unforeseeable
consequential damages, or whatever kind or nature (including but not limited to
reasonable attorneys' fees and other costs of defense).

      In addition, in the event:

                  (y) any proceeding, action, petition or filing under the
      Bankruptcy Code, or any similar state or federal law now or hereafter in
      effect relating to bankruptcy, reorganization or insolvency, or the
      arrangement or adjustment of debts, shall be filed by, consented to or
      acquiesced in by Borrower or any Guarantor hereof, or if Borrower or any
      Guarantor hereof shall institute any proceeding for Borrower's dissolution
      or liquidation, or shall make an assignment for the benefit of creditors,
      or

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                  (z) Borrower contests or in any material way interferes with,
      directly or indirectly (collectively, a "CONTEST"), any foreclosure
      action, UCC sale or other material remedy exercised by Lender upon the
      occurrence of any default under the Loan Documents whether by making any
      motion, bringing any counterclaim, claiming any defense, seeking any
      injunction or other restraint, commencing any action, or otherwise
      provided that if any such person obtains a non-appealable order
      successfully asserting a Contest, Borrower shall have no liability under
      this subparagraph (z), then the guaranteed Obligations shall also include
      the unpaid balance of the Debt.

      Any capitalized term not defined herein shall have the meaning ascribed to
such term in the Related Documents.

      15. MODIFICATION. This Promissory Note may not be changed orally, but only
by an agreement in writing signed by the Lender and Borrower.

      16. APPLICABLE LAW. This Promissory Note shall be governed by and
construed in accordance with the laws of the State of Florida.

      17. NOTICES. All notices or other communications required or permitted to
be given pursuant to the provisions of this Promissory Note shall be given in
accordance with the notice provisions of the Loan Agreement.

      18. SUCCESSORS AND ASSIGNS. As used herein, the terms "Borrower" and
"Lender" shall be deemed to include their respective successors and assigns. The
owner of this Promissory Note may, from time to time, sell or offer to sell the
loan evidenced by this Promissory Note, or interests therein, to one or more
assignees or participants and is hereby authorized to disseminate any
information it has pertaining to the loan evidenced by this Promissory Note,
including, without limitation, any security for this Promissory Note and credit
information on Borrower, any of its principals and any guarantor of this
Promissory Note, to any company affiliated with the owner of this Promissory
Note, any assignee or participant, and to the extent, if any, specified in any
such assignment or participation, such affiliated companies, assignee(s) or
participant(s) shall have the rights and benefits with respect to this
Promissory Note and the other Related Documents as such person(s) would have if
such person(s) were Lender hereunder. The owner of this Promissory Note may also
disclose any such information to any regulatory body having jurisdiction over
Lender. Notwithstanding the foregoing, Lender agrees that it shall not assign
this Promissory Note and/or the Related Documents to a person or entity who is
not a financial institution regularly in the business of acquiring and holding
such obligations or who is not an affiliate of Lender or an entity resulting
from a merger or an acquisition of Lender and another entity without Borrower's
prior written consent.

      19. SEVERABILITY. In the event any one or more of the provisions of this
Promissory Note shall for any reason be held to be invalid, illegal, or
unenforceable, in whole or in part or in any respect, or in the event that any
one or more of the provisions of this Promissory Note operates or would
prospectively operate to invalidate this Promissory Note, then and in any of
those events, only such provision or provisions shall be deemed null and void
and shall not affect any other provision of this Promissory Note. The remaining
provisions of this Promissory Note shall remain operative and in full

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force and effect and shall in no way be affected, prejudiced, or disturbed
thereby. In the event any provisions of this Promissory Note are inconsistent
with the provisions of the Related Documents, or any other agreements or
documents executed in connection with this Promissory Note, this Promissory Note
shall control.

      20. CAPTIONS; PRONOUNS. Captions are for reference only and in no way
limit the terms of this Promissory Note. The pronouns used in this instrument
shall be construed as masculine, feminine, or neuter as the occasion may
require. Use of the singular includes the plural, and vice versa.

      21. BUSINESS DAY. Unless the context thereof clearly requires otherwise,
any reference herein or in the Related Documents to a day or business day shall
be deemed to refer to a banking day which shall be a day on which Payment Office
of Lender is open for the transaction of business, excluding any national
holidays, and any performance which would otherwise be required on a day other
than a banking day shall be timely performed in such instance, if performed on
the next succeeding banking day. Notwithstanding such timely performance,
interest shall continue to accrue hereunder until such payment or performance
has been made.

      22. ARBITRATION AND WAIVER OF JURY TRIAL.

            (a) This paragraph concerns the resolution of any controversies or
claims between the Borrower and the Lender, whether arising in contract, tort or
by statute, including but not limited to controversies or claims that arise out
of or relate to: (i) this Promissory Note (including any renewals, extensions or
modifications); or (ii) any document related to this Promissory Note including
without limitation, any Related Document (collectively a "Claim").

            (b) At the request of the Borrower or the Lender, any Claim shall be
resolved by binding arbitration in accordance with the Federal Arbitration Act
(Title 9, U.S. Code) (the "Act"). The Act will apply even though this Agreement
provides that it is governed by the law of a specified state.

            (c) Arbitration proceedings will be determined in accordance with
the Act, the rules and procedures for the arbitration of financial services
disputes of J.A.M.S./Endispute or any successor thereof ("J.A.M.S."), and the
terms of this paragraph. In the event of any inconsistency, the terms of this
paragraph shall control.

            (d) The arbitration shall be administered by J.A.M.S. and conducted
in any U.S. state where real or tangible personal property collateral for this
credit is located or if there is no such collateral, in the State of Florida.
All Claims shall be determined by one arbitrator; however, if Claims exceed
$5,000,000.00, upon the request of Borrower or Lender, the Claims shall be
decided by three(3) arbitrators. All arbitration hearings shall commence within
ninety (90) days of the demand for arbitration and close within ninety (90) days
of commencement and the award of the arbitrator(s) shall be issued within thirty
(30) days of the close of the hearing. However, the arbitrator(s), upon a
showing of good cause, may extend the commencement of the hearing for up to an
additional sixty (60) days. The arbitrator(s) shall provide a concise written
statement of reasons for the award. The arbitration award may be submitted to
any court having jurisdiction to be confirmed and enforced.

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                        The arbitrator(s) will have the authority to decide
whether any Claim is barred by the statute of limitations and, if so, to dismiss
the arbitration on that basis. For purposes of the application of the statute of
limitations, the service on J.A.M.S. under applicable J.A.M.S. rules of a notice
of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning
this arbitration provision or whether a Claim is arbitrated shall be determined
by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees
pursuant to the terms of this paragraph.

            (f) This paragraph does not limit the right of the Borrower or the
Lender to: (i)exercise self-help remedies, such as but not limited to, setoff;
(ii) initiate judicial or nonjudicial foreclosure against any real or personal
property collateral; (iii) exercise any judicial or power of sale rights, or
(iv) act in a court of law to obtain an interim remedy, such as but not limited
to, injunctive relief, writ of possession or appointment of a receiver, or
additional or supplementary remedies.

            (g) By agreeing to binding arbitration, the parties irrevocably and
voluntarily waive any right they may have to a trial by jury in respect of any
Claim. Furthermore, without intending in any way to limit this Agreement to
arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably
and voluntarily waive any right they may have to a trial by jury in respect of
such Claim. This provision is a material inducement for the parties entering
into this Agreement.

BORROWER ACKNOWLEDGES HAVING READ AND UNDERSTOOD, AND AGREES TO BE BOUND BY, ALL
TERMS AND CONDITIONS OF THIS PROMISSORY NOTE, INCLUDING THE VARIABLE INTEREST
RATE PROVISIONS, AND HEREBY EXECUTES THIS PROMISSORY NOTE AS OF THE EFFECTIVE
DATE HERE ABOVE WRITTEN. Borrower acknowledges receipt of a completed copy of
this Promissory Note.

NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

EXECUTION DATE:                June_____, 2004

                                      RECREATION MORTGAGES, UP.,
                                      a Delaware limited partnership

                                      BY: RECREATION MORTGAGES, L.L.C.
                                          a Delaware limited liability company
                                          Its General Partner

                                      BY: ___________________________________
                                          CARL KRAUS,
                                          Its Chief Financial Officer

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