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                                                                    EXHIBIT 10.1


                                 PROMISSORY NOTE

$12,200,000.00                                                 December 30, 1998

         FOR VALUE RECEIVED, and upon the terms and conditions set forth herein,
CI NEWPORT NEWS LIMITED PARTNERSHIP, a Florida limited partnership ("Borrower"),
promises to pay to the order of GMAC COMMERCIAL MORTGAGE CORPORATION, a
California corporation ("Lender"), at Lender's office located at 650 Dresher
Road, P.O. Box 809, Horsham, Pennsylvania 19044-0809, Attn: Servicing --
Accounting Manager, or at such other place as Lender may designate to Borrower
in writing from time to time, the principal sum of TWELVE MILLION TWO HUNDRED
THOUSAND DOLLARS ($12,200,000.00), or so much thereof as is outstanding and
unpaid, together with interest thereon at the rate of Seven and Forty-Three Tens
percent (7.43%) per annum ("Interest Rate"), in lawful money of the United
States of America, which, at the time of payment, shall be legal tender in
payment of all debts and dues, public and private.

         1. COMPUTATION Of INTEREST. Interest under this Note shall be paid in
arrears and shall be calculated based on a 360-day year and paid for the actual
number of days elapsed for any whole or partial month in which interest is being
calculated. Interest shall accrue from the date on which funds are advanced
(regardless of the time of day such advance is made) through and including the
day on which funds are repaid, unless payment is received by Lender prior to the
time set forth in Section 2.03 hereof.

         2. PAYMENT OF PRINCIPAL AND INTEREST.

            2.01 Principal and Interest Payments. Borrower shall pay principal
and interest due under this Note as follows:

                 Borrower shall pay consecutive monthly installments of
principal and interest in the amount shown on the amortization schedule attached
hereto (each a "Monthly Amount"), beginning on the tenth day of February, 1999
("First Payment Date"), and continuing on the tenth day of each and every
successive month thereafter (each a "Payment Date") through and including the
Payment Date immediately prior to the Maturity Date (as defined below); and

                 On the tenth day of January, 2024 ("Maturity Date"), the entire
outstanding principal balance hereof, together with all accrued but unpaid
interest thereon and any other amounts due under the Note or the other Loan
Documents (hereafter defined) shall be due and payable in full.

            2.02 Payment of Short Interest. If this Note is executed on a date
other than the tenth day of a calendar month, Borrower shall pay to Lender,
contemporaneously with the execution of this Note, an interest payment
calculated by multiplying (a) the number of days from and including the date of
this Note to and including the ninth day of such month (or the following month
if closed after the month day of the applicable month) (b) by a daily rate based
on the Interest Rate calculated for a 360 day year.


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            2.03 Method of payment. Each payment due hereunder shall not be
deemed received by Lender until received on a Business Day (as hereafter
defined) in Federal funds immediately available to Lender prior to 2:00 p.m.
local time at the place then designated by Lender. Any payment received on a
Business day after the time established by the preceding sentence, shall be
deemed to have been received on the immediately following Business Day for all
purposes, including, without limitation, the accrual of interest on principal.

            2.04 Application of Payments. Payments under this Note shall be
applied first to the payment of late fees and other costs and charges due in
connection with this Note, as Lender determines in its sole discretion, then to
the payment of accrued but unpaid interest, and then to reduction of the
outstanding principal balance (in inverse order of maturity whether or not then
due), but such application shall not reduce the amount of the fixed monthly
installments required to be paid hereunder unless partial prepayments are
expressly permitted in the event of partial release of collateral under Section
2.05 (b) below, No principal amount repaid may be reborrowed. All amounts due
under this Note shall be payable without setoff, counterclaim or any other
deduction whatsoever.

            2.05 Loan Repayment and Defeasance.

(a) Repayment. Borrower shall repay any outstanding principal indebtedness of
the Note in full on the Maturity Date, together with all accrued and unpaid
interest to (but excluding) the date of repayment.

Other than as set forth in Section 2.05(e) below, or as required or permitted
pursuant hereto in connection with a casualty or condemnation, Borrower shall
have no right to prepay all or any portion of the indebtedness evidenced by this
Note (the "Loan") prior to the Payment Date which is six (6) months prior to the
Maturity Date ("Optional Prepayment Date"). From and after the Optional
Prepayment Date, the Loan may be prepaid in whole or in part, on any Payment
Date, together with accrued interest to the date of such prepayment on the
principal amount prepaid, without penalty or premium. Any such prepayment shall
be subject, in each ease, to the satisfaction of the condition precedent that
Borrower shall provide not less than thirty (30) days prior written notice to
Lender specifying the Payment Date on which such prepayment is to occur and
indicating the principal amount of the Note to be so prepaid.

(b) Voluntary Defeasance of the Note. On or after that date which is the earlier
to occur of(a) three years after the date of this Note or (b) two years after
the Loan is sold into a securitization ("Securitization"), and subject to a
confirmation from a Rating Agency having been obtained therefor and subject to
the terms and conditions set forth in this Section 2.05(b), Borrower may defense
all (but not less than all) of the Loan (hereinafter, a "Defeasance"). Each
Defeasance shall be subject to the satisfaction of the following conditions
precedent.

         (i) Borrower shall provide not less than thirty (30) days prior written
notice to Lender specifying a date ("Defeasance Date") which shall be a Payment
Date, on which the amount required to defense the Loan ("Defeasance Deposit") is
to be made and on which the Defeasance is to occur, as well as the anticipated
outstanding principal amount of this Note as of the Defeasance Date.





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                  (ii) Borrower shall pay to Lender all accrued and unpaid
         interest on the outstanding principal balance of this Note to but not
         including the Defeasance Date.

                  (iii) Borrower shall pay to Lender all other sums, not
         including scheduled interest or principal payments, then due under this
         Note, the Security Instrument and any of the other Loan Documents.

                  (iv) No Event of Default shall exist on the Defeasance Date.

                  (v) Borrower shall pay to Lender the required Defeasance
         Deposit for the Defeasance.

                  (vi) Borrower shall execute and deliver one or more security
         agreements, in form and satisfactory to Lender, creating a first
         priority lien on the Defeasance Deposit and the U.S. Government
         Securities purchased with Defeasance Deposit in accordance with the
         provisions of Section 2.05(b) (the "Security Agreement").

                  (vii) Borrower shall deliver to Lender an opinion of
         Borrower's counsel in form satisfactory to Lender in its sole
         discretion, stating, among other things, that Lender has a perfected
         first priority security interest in the U.S. Government Securities
         purchased with the Defeasance Deposit.

                  (viii) If required by the applicable Rating Agencies, Borrower
         also shall deliver or cause to be delivered a non-consolidation opinion
         with respect to the Successor Borrower, if any, in form and substance
         satisfactory to the applicable Rating Agencies and Lender. In addition,
         if the Loan is included in any REMIC farmed pursuant to a
         Securitization, Borrower also shall deliver or cause to be delivered an
         opinion of Borrower's counsel, which opinion shall be in form and
         substance satisfactory to Lender in its sole discretion, stating that
         after a Defeasance, the Loan will continue to be a "qualified mortgage"
         within the meaning of Section 860G of the United States Internal
         Revenue Code (as now or hereafter amended, "Code") and the REMIC will
         not fail to maintain its status as a "real estate mortgage investment
         conduit" within the meaning of Section 860D of the Code as a result of
         such Defeasance.

                  (ix) Borrower shall deliver to Lender a certification from
         Borrower, in form and substance satisfactory to Lender certifying that
         the requirements set forth in this Section 2.05(b) have been satisfied.

                  (x) Borrower shall deliver such other certificates, documents
         or instruments as Lender may reasonably request.

                  (xi) Borrower shall pay all reasonable costs and expenses of
         Lender incurred in connection with the Defeasance, including any costs
         and expenses associated with a release of one or more Liens as provided
         in Section 2.05(f) hereof and reasonable attorneys fees and expenses.



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                  (xii) Borrower shall deliver to Lender a confirmation, in form
         and substance satisfactory to Lender, by a "Big Six" independent
         certified public accounting firm, that the Defeasance Deposit is
         sufficient to pay all Scheduled Defeasance Payments and other amounts
         required to be paid by Borrower hereunder in connection with the
         proposed Defeasance.

                  (xiii) Borrower shall deliver to Lender confirmation that all
         conditions to Defeasance have been met from any applicable Rating
         Agency that has required as a condition to Defeasance that such
         conditions have been met.

(c) Purchase of U.S. Government Securities. In connection with the Defeasance of
this Note, Borrower hereby appoints Lender as its agent and attorney-in-fact far
the purpose of using the Defeasance Deposit to purchase direct, non-callable
obligations of(or non-callable obligations, fully guaranteed as to timely
payment by) the United States of America ("U.S. Government Securities") (which
purchases, if made by Lender, shall be made on art arms-length basis at then
prevailing market rates) which provide payments on or prior to, but as close as
possible to, all successive Payment Dates after the Defeasance Date, (including
the outstanding principal balance of this Note due on the Maturity Date), and in
amounts equal to the full amounts due on each Payment Date under this Note
("Scheduled Defeasance Payments"). Borrower, pursuant to the Security Agreement
or other appropriate document, shall irrevocably authorize and direct that the
payments received from the U.S. Government Securities may be made directly to
Lender and applied to satisfy the obligations of the Borrower under this Note.
In connection with the Defeasance of the Loan, any portion of the Defeasance
Deposit in excess of the amount necessary to purchase the U.S. Government
Securities required by this Section 2.05 (c) and satisfy Borrower's obligations
under Section 2.05 shall be remitted to Borrower. Any amounts received in
payment on the U.S. Government Securities in excess of the amounts necessary to
make monthly payments pursuant to Section 2 (including payments due on the
Maturity Date) shall be treated in accordance with the terms of Section 2.04
hereof.

(d) Successor Borrower Option. If requested by Borrower, in connection with a
Defeasance under this Section 2.05(b), Lender shall establish or designate one
or more successor entities ("Successor Borrower") and Borrower shall transfer
and assign all obligations, rights and duties under and to this Note, together
with the pledged U.S. Government Securities to the Successor Borrower. The
obligation of the Lender to establish or designate a Successor Borrower shall be
retained by the original Lender named herein notwithstanding the sale or
transfer of this Note unless such obligation is specifically assumed by the
transferee The Successor Borrower shall assume in writing the obligations under
this Note, the Security Agreement and the other Loan Documents, by agreements in
form and substance satisfactory to Lender, whereupon Borrower shall be relieved
of its obligations thereunder. Borrower shall pay $1,000 to any such Successor
Borrower as consideration for assuming Borrower's obligations under the Note and
the Security Agreement. Notwithstanding anything in this Note or the Security
Instrument to the contrary, no other assumption fee shall be payable upon a
transfer of this Note in accordance with this Section 2.05(d), but Borrower
shall pay all out-of-pocket costs and expenses incurred by Lender, including
Lender's reasonable attorneys fees and expenses, incurred in connection
therewith.

(e) Repayment Upon Other Events. If all or any part of the principal amount of
this Note is



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prepaid upon acceleration of this Note following the occurrence of an Event of
Default, then, in addition to such principal payment, Borrower shall be required
to make such payments ("Prepayment Consideration") in an amount equal to the
greater of (i) one percent (1%) of the principal amount being repaid, or (ii)
the positive excess, if any, of (A) the aggregate respective present values of
all scheduled interest and principal payments payable on each Payment Date in
respect of this Note for the period from the date of such prepayment upon
acceleration to and including the Maturity Date, discounted monthly at a rate
equal to the Treasury Constant Maturity Yield Index (defined below) and based on
a 360-day year of twelve 30-day months over (B) the then current outstanding
principal amount of this Note. For purposes hereof, "Treasury Constant Maturity
Yield Index" shall mean the average yield for "This Week" as reported by the
Federal Reserve Board in Federal Reserve Statistical Release H. 15(519) ("FRB
Release") published during the second full week preceding the date of such
prepayment for instruments having a maturity coterminous with the remaining term
of this Note. In the event the FRB Release is no longer published, Lender shall
select a comparable publication to determine the Treasury Constant Maturity
Yield Index. If there is no Treasury Constant Maturity Yield Index for
instruments having a maturity coterminous with the remaining term of this Note,
then the weighted average yield to maturity of the Treasury Constant Maturity
Yield Indices with maturities next longer and shorter than such remaining
average life to maturity shall be used, calculated by averaging (and rounding
upward to the nearest whole multiple of 1/100 of 1% per annum, if the average
is not such a multiple) the yields of the relevant Treasury Constant Maturity
Yield Indices (rounded, if necessary. to the nearest 1/100 of 1% with any figure
of 1/200 of 1% or above rounded upward). The Prepayment Consideration to be paid
in connection with any prepayment under this Section 2.05(e) shall be determined
by Lender and shall be conclusive and binding on Borrower (absent manifest
error). For purposes of this Section 2.05(e), the unpaid principal amount due on
this Note on the date of prepayment shall be determined after giving effect to
any payment of scheduled amortization made on such date. No defeasance is
warranted and no prepayments fee will be required during the last six months
prior to the Maturity Date.

(f) Release of the Mortgaged Property. No Defeasance of this Note shall cause,
give rise to a right to require, or otherwise result in, the release the lien or
mortgage created by the Security Instrument ("Lien") on the real or personal
property subject thereto (referred to in this Section 2.05(0 as "Mortgaged
Property"), except as follows:

    (i) If Borrower has elected Defeasance, and the requirements of Section
2.05(b) have been satisfied, the Mortgaged Properly shall be released from the
Lien, whereupon the U.S. Government Securities pledged pursuant to the Security
Agreement shall be the sole source of Borrower's collateral securing this Note.
The Security Investment shall otherwise remain in full force and effect as to
provisions not pertaining to the Mortgaged Property,

    (ii) In connection with the release of the Mortgaged Property contemplated
in this Section 2.05(0, Borrower shall submit to Lender, not less than thirty
(30) days prior to the Defeasance Date, a release of the Mortgaged Property (and
related Loan Documents approved by Lender) for execution by Lender which shall
be in a form appropriate in the applicable state and otherwise satisfactory to
Lender in its reasonable discretion, along with



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all other documentation Lender reasonably requires to be delivered by Borrower
in connection with such release (collectively, "Release Instruments"), together
with a certification from Borrower, in form and substance satisfactory to
Lender, certifying that such documentation (A) is in compliance with all Legal
Requirements, and (B) will effect such releases in accordance with the terms of
this Section 2.05.

         3. SECURITY: LOAN DOCUMENTS. The indebtedness evidenced by this Note
and the obligations created hereby (including without limitation the amounts
authorized by Section 4 to be collected by Lender and the Prepayment
Consideration when due hereunder) are secured by, among other things, a first
mortgage, security interest and lien on certain real and personal property
collateral of Borrower, tangible and intangible, and a pledge of all escrow and
reserve accounts, if any, all as described more particularly in that certain
Deed of Trust and Security Agreement ("Security Instrument") from Borrower to
Lender, dated as of date hereof, all subject to the rights of Costco Wholesale
Corporation, a Washington corporation ("Tenant"), under that certain Ground
Lease, dated February 25, 1998, as amended, by and between Borrower and Costco
Wholesale Corporation. The Security Instrument together with this Note and all
other documents to or of which Lender is a party or a beneficiary now or
hereafter evidencing, securing, guarantying, modifying or otherwise relating to
the indebtedness evidenced hereby, and all extensions, renewals and
modifications thereof, are collectively referred to herein as the "Loan
Documents."

         4. DEFAULT.

            4.01 Event of Default. The occurrence of any of the following shall
constitute an event of default ("Event of Default") under this Note: (a) if any
payment of principal and interest or any other payment required under this Note
is not received by Lender on or before the date such payment is due; or (b) if
any default should occur under any of the other Loan Documents which is not
fully cured following applicable notice or prior to the expiration of any
applicable grace or cure period Upon the occurrence of an Event of Default, at
Lenders option, the outstanding principal balance of this Note, together with
all unpaid interest accrued thereon and all other stuns dues hereunder or under
any other of the other Loan Documents, shall, without notice or prior demand,
immediately become due and payable.

            4.02 Late Charges. If any payment is not received by Lender on or
before the date on which such payment originally was due, then, in addition to
any default interest payments due hereunder, Borrower also shall pay to Lender a
late charge in an amount equal to five percent (5.0%) of the amount of such
overdue payment to defray the expenses incurred by Lender in handling and
processing such delinquent payment and to compensate Lender for the loss of the
use of the delinquent payment. Such late charge shall be immediately due and
payable, without notice or demand therefor.

            4.03 Default Interest Rate. If this Note is not paid in full on or
before the Maturity Date or the date on which the due date of the indebtedness
has been accelerated pursuant to the provisions hereof, the unpaid principal and
accrued interest arid other amounts then due shall bear interest at a rate per
annum ("Default Interest Rate") equal to the lesser of (a) five percent (5.0%)
in excess of the Interest Rate or (b) the maximum rate of interest, if any,



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which may be charged or collected from Borrower under applicable law. In
addition, Lender shall have the right, without acceleration of the indebtedness,
to collect interest at the Default Interest Rate on any payment due hereunder
(including without limitation late charges and fees for legal counsel) which is
not received by Lender on or before the date on which such payment originally
was due. Interest at the Default Interest Rate shall be immediately due and
payable from the due date specified herein and shall accrue until all Events of
Default have been fully cured or full payment is received, as applicable.

            4.04 Interest on Judgments. Interest shall accrue on any judgment
obtained by Lender in connection with the enforcement or collection of this Note
until such judgment amount is paid in full at a rate equal to the greater of (a)
the Default Interest Rate or (b) the legal rate applicable to judgments within
such jurisdiction; provided, however, that interest shall not accrue at a rate
in excess of the maximum rate of interest, if any, which may be charged or
collected from Borrower under applicable law.

            4.05 Cumulative Remedies; Attorney Fees. The remedies of Lender in
this Note and in the other Loan Documents, or at law or in equity, shall be
cumulative and concurrent, and may be pursued singly, successively or together
in Lender's sole discretion and as often as occasion therefor shall arise. If
Borrower's obligations under this Note or any of the other Loan Documents are
enforced by Lender through an attorney-at-law, or any payment due under this
Note or the other Loan Documents is collected by or through an attorney-at-law
or collection agency, Borrower agrees to pay all costs incurred by Lender in
connection therewith, including, but not limited to, reasonable fees and
disbursements of legal counsel (whether with respect to a retained firm or
Lender's in-house staff) and collection agency costs, whether or not suit be
brought. No provision of this Section 4 shall be construed as an agreement Or
privilege to extend the date on which any required payment is due (subject to
the applicable grace period, if any), nor as a waiver of any other right or
remedy accruing to Lender by reason of the occurrence of an Event of Default.
The payments required under this Section 4 shall be in addition to, and shall in
no way limit, any other rights and remedies provided for in this Note or any of
the other Loan Documents, nor any other remedies provided by law or in equity,
and shall be added to the principal evidenced by this Note and deemed secured by
the Security Instrument and other Loan Documents.

         5. LIMITATIONS ON RECOURSE. Notwithstanding anything to the contrary
contained in this Note, the liability of Borrower and of any general partner,
principal or member of Borrower to pay the indebtedness evidenced by this Note
and for the performance of the other agreements, covenant and obligations
contained herein and in the other Loan Documents shall be limited as set forth
in Article 15 of the Security Instrument.

         6. NO USURY. This Note is subject to the express condition that at no
time shall Borrower be required or obligated to pay interest (or any other
amount agreed to be paid hereunder which shall be deemed to be interest) at a
rate which would subject Lender to either civil or criminal liability as a
result of being in excess of the maximum interest rate which Borrower is
permitted by applicable law to pay. If, from any circumstance whatsoever,
Borrower is at any time required or obligated to pay interest (or any other
amount agreed to be paid hereunder shall be deemed to be interest) at a rate in
excess of such maximum rate, then the



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amount to be paid immediately shall be reduced to such maximum rate, and, as
required by applicable law, all previous payments in excess of such maximum
shall be deemed to have been payments in reduction of the principal balance
owing under this Note in the inverse order of maturity (whether or not then due)
or, at the option of Lender, be paid over to Borrower and not to the payment of
interest. All sums paid or agreed to be paid to Lender for the use, forbearance
or detention of the indebtedness evidenced hereby shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full stated term of this Note until payment in full so that the rate or amount
of interest on account of said indebtedness does not exceed the maximum lawful
rate of interest from time to time in effect arid applicable to this Note for so
long as the Note is outstanding. This Section will control all agreements
between Borrower and Lender in connection with this Note.

         7. GENERAL CONDITIONS.

            7.01 No Waiver by Lender. No failure to accelerate the debt
evidenced hereby nor failure or delay in exercising any other right or remedy
upon the occurrence of an Event of Default hereunder, or any acceptance of a
partial or past due payment, or indulgences granted from time to time shall be
construed (a) as a novation of this Note or as a reinstatement of the
indebtedness evidenced hereby, (b) as a waiver or impairment of Lender's right
of acceleration or any other right or remedy available to Lender upon the
occurrence of an Event of Default, or (c) as a waiver of Lender's right
thereafter to insist upon strict compliance with the terms of this Note or any
of the other Loan Documents; and Borrower hereby expressly waives the benefit of
any statute or rule of law or equity now provided, or which may hereafter be
provided, which would produce a result contrary to or in conflict with the
foregoing No extension of the time for payment of any amount due under this Note
or under any of the other Loan Documents made by Lender's agreement with any
person now or hereafter liable for the payment thereof shall operate to release,
discharge, modify, change or affect the original liability of Borrower under
this Note or any such other person, either in whole or in part unless Lender
agrees otherwise in writing.

            7.02 Borrower's Waivers. Borrower, for itself and all others who may
become liable for payment of all or any part of the indebtedness evidenced by
this Note, hereby waives presentment for payment, demand, protest, and notice of
dishonor, protest, nonpayment, demand, intent to accelerate, and acceleration.
Borrower, for itself and all others who may become liable for payment of all or
any part of the indebtedness evidenced by this Note, hereby further waives and
renounces, to the fullest extent permitted by law, all rights to the benefits of
any moratorium, reinstatement, marshalling, forbearance, valuation, stay,
extension, redemption, appraisement, exemption and homestead now or hereafter
provided by the Constitution and laws of the United States of America and of
each state thereof, both as to party and property (real and personal), against
the enforcement and collection of the obligations evidenced by this Note or the
other Loan Documents.

            7.03 Unconditional Payment. If any payment received by Lender
hereunder shall be deemed by a court of competent jurisdiction to have been
avoidable preference or fraudulent conveyance under any bankruptcy, insolvency
or other debtor relief law, then the obligation to make such payment shall
survive any cancellation or satisfaction of this Note or return thereof to
Borrower and shall not be discharged or satisfied with any prior payment



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thereof or cancellation of this Note, but shall remain a valid and binding
obligation enforceable in accordance with the terms and provisions hereof, and
such payment shall be immediately due and payable upon demand. No release of any
security for this Note or any party liable for payment of this Note shall
release or affect the liability of Borrower or any other party who may become
liable for payment of all or any part of the indebtedness evidenced by this
Note. Lender may release any guarantor, surety or indemnitor of this Note from
liability, in every instance without the consent of Borrower hereunder and
without waiving any rights which Lender may have hereunder or under any of the
other Loan Documents or under applicable law or in equity.

            7.04 Authority. Borrower represents that Borrower has full power,
authority and legal right to execute, deliver and perform its obligations
pursuant to this Note, that the execution, delivery and performance of this Note
has been duly authorized, that the person executing this Note on Borrower's
behalf has authority to do so, and that this Note, once executed by Borrower,
constitutes the valid and binding obligation of Borrower, enforceable in
accordance with its terms.

            7.05 Negotiable Instrument. Borrower agrees that this Note shall be
deemed a negotiable instrument, even though this Note, absent this paragraph,
may not otherwise qualify as a negotiable instrument under applicable law.

            7.06 Sale of Loan by Lender. Lender shall have the right to
transfer, sell or assign this Note, the Security Instrument and the other
Security Documents, and the Obligations hereunder.

         8. MISCELLANEOUS.

            8.01 Notices. All notices and other communications under this Note
or under the other Loan Documents are to be in writing, addressed to the
respective party as set forth in this section, and shall be deemed to have been
duly given (a) upon delivery, if delivered in person with receipt acknowledged
by the recipient thereof; (b) one (1) business day after having been deposited
for overnight delivery, fee prepaid, with any reputable overnight courier
service, or (c) three (3) business days after having been deposited in any post
office or mail depository regularly maintained by the U.S. Postal Service and
sent by registered or certified mail, postage prepaid, return receipt requested.
Initial addresses for each party are as follows:

         Borrower:         CI Newport News Limited Partnership
                           c/o Centres The,
                           3315 N. 124 Street, Suite E
                           Brookfield., WI 53005
                           Attention: Michelle M. Nennig Fax: 414-7814333

         with copy to:     Centres Inc.
                           Two Datran Center, Suite 1528
                           9130 S. Dadeland Blvd.




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                           Miami, FL 33156
                           Attention:       Arnold Shevin General Counsel
                           Fax: 305-670-4429

         Lender:           GMAC Commercial Mortgage Corporation
                           650 Dresher Road
                           P.O. Box 1015
                           Horsham, Pennsylvania 19044-8015
                           Attn: Servicing-Executive Vice President

Each party may establish a new address from dine to time by written notice to
the other given in accordance with this section provided, however, that no such
change of address will be effective until written notice thereof is actually
received by the party to whom such change of address is sent. Notice to
additional patties now or hereafter designated by a party entitled to notice are
for convenience only and are not required for notice to a party to be effective
in accordance with this section.

            8.02 Entire Agreement Time of Essence. This Note, together with the
other Loan Documents and Lender's commitment letter to Borrower, contain the
entire agreements between Borrower and Lender relating to the subject matter
hereof and thereof, and supercede all prior discussions and agreements (oral or
written) relative hereto and thereto which are not contained herein or therein.
Borrower represents and warrants that it is not relying on any promises,
covenants, representations or agreements in connection with this Note or the
other Loan Documents, other than as expressly set forth herein or therein. In
the event of any conflict between the terms of the Loan Documents, the following
order of priority shall be used to resolve such conflict: The Note shall control
over the Security Instrument and the Security Instrument shall control over all
other Loan Documents. Time is of the essence with respect to all provisions of
this Note.

            8.03 Modification. Neither this Note nor any of the other Loan
Documents may not be changed, waived, supplemented, discharged or terminated
orally or by any act or failure to act on the part of Borrower or Lender, but
only by an agreement in writing signed by the party against whom enforcement
thereof is sought and then only to the extent expressly act forth in such
writing, No person other than a duly authorized officer or agent of Lender shall
be deemed an agent of Lender nor have any authority to waive, modify, supplement
or terminate in any manner whatsoever any of the terms of this Note.

            8.04 Binding Effect: Joint and Several Obligations. The terms and
provisions of this Note and the other Loan Documents shall be binding upon and
inure to the benefit of Borrower and Lender arid their respective heirs,
executors, legal representatives, successors, successors and assigns, whether by
voluntary action of the parties or by operation of law. The foregoing shall not
be construed, however, to alter any limitations or restrictions applicable to or
benefiting Borrower under the other Loan Documents. If Borrower consists of more
than one person or entity, each shall be jointly and severally liable to perform
the obligations of Borrower-under this Note and the other Loan Documents.



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            8.05 Unenforceable Provisions. Any provision of this Note or the
other Loan Documents which may be determined by competent authority to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective only to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            8.06 Ambiguity and Construction of Certain Terms. Neither this Note
nor any uncertainty or ambiguity herein shall be construed or resolved against
Lender by virtue of the fact that such document has originated with Lender as
drafter. Borrower acknowledges that it has reviewed this Note and has had the
opportunity to consult with counsel on same. This Note, therefore, shall be
construed and interpreted according to the ordinary meaning of the words used so
as to fairly accomplish the purposes and intentions of the parties hereto. All
personal pronouns used herein, whether used in the masculine, feminine or neuter
gender, shall be deemed to include all other genders; the singular shall include
the plural and vice versa. Titles of articles and sections are for convenience
only and in no way define, limit, amplify or describe the scope or intent of any
provisions hereof "Herein," "hereof" and "hereunder" and other words of similar
import refer to this Note as a whole and not to any particular section,
paragraph or other subdivision; "Section" refers to the entire section end not
to any particular subsection, paragraph of other subdivision Reference to days
for performance shall mean calendar days unless Business Days are expressly
indicated.

            8.07 Governing Law. This Note and the other Loan Documents shall be
interpreted, construed and enforced according to the laws of the state in which
the real property encumbered by the Security Instrument is located (without
giving effect to its conflict of laws rules).

            8.08 Consent to Jurisdiction. Borrower and Lender, by its acceptance
of this Note, agree and consent to the exclusive jurisdiction arid venue of any
state or federal court sitting in the county and State where the real property
encumbered by the Security Instrument is located with respect to any legal
action, proceeding, or controversy between them and hereby expressly waive any
and all rights under applicable law or in equity to object to the jurisdiction
and venue of said courts. Borrower further irrevocably consents to service of
process by certified mail, return receipt requested, to Borrower at the address
for Borrower last provided to Lender in accordance with the notice provision of
this Note and agrees that such service shall be effective ten (10) days after
mailing. Nothing herein shall, however, preclude or prevent Lender from bringing
any one or more actions against Borrower in any other jurisdiction as may be
necessary to enforce or realize upon the Security or other collateral provided
for this Note.

            8.09 WAIVER OF JURY TRIAL. BORROWER HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT BORROWER MAY HAVE TO TRIAL BY JURY IN ANY
LEGAL ACTION, PROCEEDING, OR COUNTERCLAIM WHETHER IN CONTRACT, TORT OR
OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE INDEBTEDNESS EVIDENCED BY THIS
NOTE; THE APPLICATION OR COMMITMENT FOR THE LOAN EVIDENCED BY THIS NOTE; THE



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INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS NOTE
OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSION OF LENDER, ITS
OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION WITH ANY OF THE
FOREGOING.

            8.10 Tax Identification Number. Borrower represents and warrants
                 that its current tax identification number is: 39-1915101.





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         IN WITNESS WHEREOF, Borrower has executed this Note under seal as of
the date first above written.


                                    CI NEWPORT NEWS LIMITED PARTNERSHIP, a
                                    Florida limited partnership



                                    By: CI NEWPORT NEWS GP, Inc. a Florida
                                    corporation, its general partner




                                        By:
                                            -----------------------------------
                                            Michelle M. Nennig
                                            Vice President





                             PAY TO TUE ORDER OP_________________________
                             WITHOUT RECOURSE

                                GMAC COMMERCIAL MORTGAGE CORPORATION,
                                a California corporation



                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title

                                    Date:
                                          --------------------------------------





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