SECOND AMENDMENT (CAPITAL IMPROVEMENTS) TO
AMENDED AND RESTATED LOAN AGREEMENT



THIS SECOND AMENDMENT (CAPITAL IMPROVEMENT) TO AMENDED 
AND RESTATED LOAN AGREEMENT (this "Second Amendment"), dated as 
of the,,4'1@dav of February, 1998, modifies and amends that 
certain AMENDED AND RESTATED LOAN AGREEMENT dated as of 
September 26, 1996, as amended by First Amendment (Seaside) 
dated as of May 30, 1997 (collectively, the "Loan Agreement"), 
all between

Credit Lyonnais New York Branch, a branch duly licensed 
under the laws of the State of New York, of Credit 
Lyonnais, S.A., a banking corporation organized and 
existing under the laws of the Republic of France 
("CLNY"), Barnett Bank, N.A., a national banking 
association, formerly known as Barnett Bank of Lee 
County, N.A. ("Barnett") and FINOVA Capital Corporation, 
a Delaware corporation formerly known as Greyhound 
Financial Corporation ("FINOVA") (each of CLNY, Barnett 
and FINOVA, or their respective successors and assigns, 
is individually referred to as a "Participanf', and are 
collectively referred to as the "Lender"; use of such 
term hereinafter shall include all Participants, 
collectively, and at the same time, each Participant 
individually), CLNY as administrative agent for Lender 
(in such capacity, CLN-Y or any successor to, or assignee 
of, CLN-Y, hereinafter referred to as "Administrative 
Agent"), and CLN-Y as collateral agent for Lender (in 
such capacity, CLNY or any successor to, or assignee of, 
CLNY, hereinafter referred to as "Collateral Agent"; 
unless the context requires reference as Collateral Agent 
or Administrative Agent, CLN-Y or such successor or 
assign shall be hereinafter referred to as "Agent")



and

South Seas Resort Limited Partnership, an Ohio limited 
partnership ("SSRILP"), South Seas Properties Company Limited 
Partnership, an Ohio limited partnership ("SSPC") (formerly 
known as Captiva Resort Company Limited Partnership), Marco SSP 
Ltd., a Florida limited partnership ("MSSP"), South Seas 
Resorts Company Limited Partnership, a Florida limited 
partnership ("SSRC") and Safety Harbor Management Company, 
Ltd., a Florida limited partnership ("SHMC") (SSPC, SSRLP, 
MSSP, SSRC and SHMC, collectively, the "Borrower"; use of such 
term hereafter shall include all entities constituting 
Borrower, including all general partners of partnerships 
constituting Borrower, collectively, and at the same time, each 
of the entities, individually).



Capitalized ten-ns used in this Second Amendment shall have the 
meanings set forth in the
Loan Agreement, unless otherwise defined herein.

RECITALS:

A.	On September 26, 1996, Lender and Borrower entered 
into the transactions described in the Loan Agreement and the 
other Loan Documents, with respect to Loans aggregating the 
original principal amount of Eighty Million and No/100 Dollars 
($80,000,000.00).



B.	As of May 30, 1997, the parties to the Loan 
Agreement executed First Amendment (Seaside), amending the Loan 
Agreement to allow for an Adjusted Eurodollar Interest Rate and 
clarifying certain other provisions of the Loan Agreement.



C.	Lender and Borrower desire to provide for an 
amendment of the Loan Documents to allow Borrower to defer 
repayment of a portion of the outstanding principal balance 
under the Term Loan and to allow Borrower to use the deferred 
funds to make certain capital improvements.



NOW, THEREFORE, for and in consideration of the above 
premises and the mutual covenants and agreements contained 
herein, and other good and valuable consideration, the receipt 
and adequacy of which is hereby acknowledged, Borrower and 
Lender, intending to be mutually bound hereby, agree as 
follows:



TERMS

I .    Incoiporation of Recitals: The Recitals set forth above 
are true and correct and are
incorporated herein by reference.



2.	Principal Balance of the Loans: Borrower confinns 
and acknowledges that, as of January 21, 1998, the principal 
balance of the Loans is $64, 1 00,000.00, and that such amount 
is due Lender free and clear of all claims, demands, setoffs, 
defenses or counterclaims.  Of such amount outstanding, 
$38,250,000.00represents the principal balance of the Tenn 
Loan.  Pursuant to the Term Note, payments of principal under 
the Term Loan are to be made quarterly beginning March 3 1, 
1997.



3.	No Default under the Loans: Borrower represents and 
warrants that there is no
Default or Event of Default under the Loan Documents nor any-
event which, with notice or the
passage of time, or both, would become an Event of Default.



4.      Amendment to Loan Aizreement Rep-ardinp- Pa=ents of 
Principal under Term Loan:
Section 2.3(b) of the Loan Agreement is hereby amended to read 
as follows:



[2.3(a) to remain unchanged]

2.3(b) 
anaggregateprincipalpaymentof$1,200,000.00duringthePeriodbeginn
ing on the fifth Installment Payment Date, in two equal 
quarterly payments of $550,000.00 each, on March 31, 1998, and 
June 31, 1998, and two equal quarterly payments of $50,000.00 
each, on



2

September 30, 1998, and December 31, 1998 (Borrower 
acknowledging that the amount of principal payments which have 
been deferred by Lender aggregates $ 1,000,000.00 (the 
"Defeffed Principal"), one-half of which deferral was made in 
the third payment for calendar year 1998 and the other half in 
the fourth payment for 1998);



with the outstanding principal amount of the Tenn Note being 
due and payable in one payment of
$29,225,000.00, together with any accumulated and unpaid 
interest thereon, on the Maturity Date.



[2.3(c), (d) and (e) to remain unchanged]

5.	Conditions to Amendment: This Second Amendment shall 
be effective upon its execution, and Borrower's deferral of the 
Deferred Principal under the Tenn Loan shall not constitute a 
default, provided that the following conditions are satisfied:



(a)	The Deferred Principal shall be fiilly 
expended by Borrower during calendar
year 1998, and such	use must be solely for the purpose of 
making capital improvements to the
Project (including,	without limitation, refurbishment of 
units) pursuant to the 1998 Capital
Expenditure Budget attached hereto as Exhibit A, which capital 
improvements would be recognized
as such under GAAP;



(b)	Within fifty (50) days after the end of the 
applicable fiscal quarter, Borrower shall provide Agent with 
quarterly reports of capital expenditures as of the last day of 
each of the calendar quarters of 1998, setting forth the amount 
of such Deferred Principal expended to date and listing in 
detail the capital improvements toward which such expenditures 
were made; and



(c)	Within fifty (50) days after December 31, 1998, 
Borrower shall provide Agent with a report and certification in 
form and content satisfactory to Agent detailing all 
expenditures of Deferred Principal, all capital improvements 
made with the Deferred Principal, and a timetable of when each 
expenditure was made, and certifying that all such capital 
improvements would be recognized as "capital improvements" 
under GAAP.



(d)	Lender shall have ten (1 0) Business Days to 
review each such quarterly report and the final report and 
certification.  In the event Lender objects to Borrower's 
classification of any improvement for which any portion of the 
Deferred Principal was expended being classified as a &Ccapital 
improvement", Borrower shall promptly (and in all events within 
ten (10) Business Days after Lender notifies Borrower of such 
disallowance) prepay principal under the Tenn Loan to the 
extent of the amount of the expenditure as to which such 
objection has been made.



6.      Fees and Exl2enses: Borrower shall pay all of Lender's 
counsels' fees and costs
incurred in connection with the preparation of this Second 
Amendment.

7.	No Other Amendment: Lender's consent and amendment 
herein shall be applicable only to the matters set forth in 
this Second Amendment aiid Lender shall not be obligated to 
consent to any other request or transaction or waive any other 
provisions of the Loan Documents.



8.	Affin-nation of Loan Documents: Release of Lender: 
Except as otherwise expressly modified herein, all tenns and 
provisions of the Loan Documents as originally executed are and 
remain unchanged and in ftill force and effect.  Borrower and 
Taylor and Ten Broek (by execution of a Joinder to this Second 
Amendment) agree that execution of this Second Amendment shall 
be deemed a reaffin-nation of the representations, warranties 
and covenants contained in the Loan Documents and that saine 
are true and correct as of the date of execution of this Second 
Amendment.  Borrower, Taylor and Ten Broek hereby, jointly and 
severally: (1) acknowledge that Lender has performed all of its 
obligations, if any, under the Loan Documents; (ii) acknowledge 
that none has any claims, defenses or rights of setoff against 
Lender or as to the validity or enforceability of the Loan 
Documents or any of them, or any other documents executed in 
connection therewith; and (iii) waive, discharge and release 
forever any and all existing claims, actions, causes of action, 
demands, defenses or rights of setoff, whether in contract, 
tort or otherwise (collectively, the "Claims"), which any or 
all of them, or any of their partners, might have against 
Lender or its officers, directors, shareholders, agents or 
employees, or the successors or assigns of any of the 
foregoing.  Borrower, Taylor and Ten Broek acknowledge and 
agree that the affirmations, acknowledgments, waivers and 
discharges contained in this Section are a material inducement 
for Lender to enter into this Second Amendment.



9.	Florida Law-, Invalidity: Entire AP-reement: 
InteMretation: This Second Amendment shall be govemed by 
Florida law.  This Second Amendment represents the entire 
Agreement between the parties with respect to the subject 
matter and supersedes all prior or contemporaneous agreements.  
Shouldanypartorprovisionhereofbedeemedbyacourtofcompetentjurisd
ictionto be invalid or unenforceable, such invalidity or 
unenforceability shall not affect the remaining provisions, all 
of which shall remain in full force and effect.  This Second 
Amendment shall not be construed more strictly against one 
party than the other by virtue of the fact that one party or 
its counsel may have drafted same, all parties and their 
counsel having had the opportunity to participate in the 
negotiation and drafting of this Second Amendment.  This Second 
Amendment may be executed in one or more counterparts, each of 
which shall be deemed an on'ginal and all of which, together, 
shall constitute a single instrument.



10.	WAIVER OF JURY TRIAL.  BORROWER, ITS PARTNERS AND 
LENDER
HERF-BY	KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY 
RIGHT
ANY MAY	HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION 
BASED ON
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS SECOND 
AMENDMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, 
STATEMENTS (VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY HERETO.  
THIS WAIVER OF TRIAL BY J-URY PROVISION IS A MATERIAL 
INDUCEMENT FOR LENDER TO ENTER INTO THIS SECOND
AMENDMENT.                                                          
I



4

IN WITNESS WHEREOF, the parties hereto have executed this 
Second Amendment as of
the date written above.



BORROWER:

SOUTH SEAS RESORT LIMITED PARTNERSHIP,
an Ohio limited partnership



By:    SAN-CAP Resort, L.C., a Florida limited



liability



By:



any, its General Partner



Robert M.



lor, Manager



SOUTH SEAS PROPERTIES COMPANY L@ED
PARTNERSHIP, an Ohio limited partnership



By: T&T
comp



By:



 .C., a Florida limited liability
its    neral Partner



Robert M.



aylor, Manager



MARCO SSP, LTD., a Florida limited partnership
By:    Marco S          its General Partner


By:



Robert M.



aylor, Chairman

SOUTH SEAS RESORTS COMPANY LIMITED
PARTNERSHIP, a Florida limited partnership



By:    S.S. Resort Management, L.C., a Florida



limited li



By:



company, its General Partner



Robert M. aylor, Manager



SAFETY HARBOR MANAGEMENT COMPANY,
LTD., a Florida limited partnership



By:	S.S. Resort Management, L.C., a Florida
limited li     company, its General Partner



By:



Robert      aylor, Manager



COLLATERAL AGENT, ADMINISTRATIVE
AGENT AND PARTICIPANT:



CREDIT LYONNAIS NEW YORK BRANCH, a branch, duly licensed under 
the laws of the State of New York, of Credit Lyonnais, S.A., a 
banking corporation organized and existing under the laws of 
the Republic of France



By:
Name:
Title:



6

03/'04./98 IVED 14:26 FAX 954 763 2439



E.,NGLISH, McMALIC.

@002



SOUTH SEAS RFSORTs COMPANY LMTED
PARTNF,RSHU, a Flor-ida limited p@ership



By:	S.S. Resort limited li



Management, L.C., a Fjorida
company, its General Partner



By:-



Robert



aylor, Manager



SAFF-TY      OR @AGEMENT COMPANY,

LTD., a Florida limited partnership



By-	S.S. Resort iinu'ted li



By:



Management, L.C., a Florida
company, its General Paftner



Robert



r, Manager



COLLATERAL AGEN-F, ADMINISTRATIVE

AGENT AND PARTICIPANT:



CREDIT LYONNAIS NF- W YORK BRANCH, a branc@ duly licensed under 
the laws of the State of New York, of Credit Lyonnais, S.A., a 
banking corporation organized and existing under the laws of

I
the Republic of France



Title:



6

1;02/.12.'A'98 THU 18:'16' FAX '1-95'4-763-'2439



Em                                                             
la 027



PARTICIPANTS:'

-B@ 'N@ a national bnuWi3g
association



By.
Nai=-. -

i
Title.



FIN    'CAPITAL CORPPRANON, a Delaware



Title-.



7



S tt @,4A" @@, @ @



OTHER PARTICIPANTS:



BARNETT B@, N.A. a national banking
association



By
Nanic: -- -     - ---

Title:	Senior Vice President



FINOVA CAPITAL CORPORATION, a Delaware
corporation



By:
Name:
Title:

EXHIBIT A
1998 CAPITAL EXPENDITURE BUDGET



h:\tLscrs\wp\crcdit\ssr\pinkshel\documts\amcnd.cn7
2.12.98jlk



(Attached)



9

SOUTH SEAS PROPERTIES COMPANY
CAPITAL EXPENDITURES
Analysis of Re-Forecast ISS7 and Preliminary Budget 1998
(000's)



BASE CAPITAL:

South Seas Plantation
South Seas-Health Club
Sundial
Sundial-Pool Renov2tion
Dunes Golf & Tennis Club
Dunes-Pavilion
S2nibel Inn
Best Westem-Sanibel
Song of Sea
M2rco Radisson
Safety Harbor
Seaside Inn

SubtOt2l

South Seas and Captiva Prop
Vacation Planning Center
Corpor2te/MIS
South Se2S-Telephone System
Sanibel Inn-Prop Renov2tion/Roof UnfundL-d
Song of the Sea-Refurbishment
Best Westem Refurbishment

Base Capital Reserve-All Properties (to be 21located)



TOTAL BASE CAPEX

BASE CAPEX AS % of TOTAL REVENUES



PROJECT CAPITAL:
South Seas Plantation
Kings Crown Ca"over
South End Canyover
Owner Refurb Prog
Fiber Optic
Point of Sale System
Sanibel Inn
Room Renovation
Parking Lot
Marco Radisson
Rooms and Olher Renovation
Elevator Add@ion
Safety Harbor
Room Renovation
Land Purchase
Option Payments
Pink Shell Lease Investment
MIS-Springer Miller'96 Carryover
VPC-Yield Mgt System
Corp-Execulive Syslem
MIS-Financial System
Corp-Marketing Data Base System
Shirley's Property Aquisdion
Project t&nagement-Supervision
POL Capital Call

Corp Acquisition Deposfts-Bowdhch/Pink Shell
Corp Acquisdion Deposfts-Suck Key
Corp AcquisRion Deposhs-TradeyAnds
Corp Acquisition Deposits and Due Diligence



TOTAL PROJECT CAPEX
PROJECT CAPEX AS % of TOTAL REVENUES


TOTAL CAPEX FOR
EXISTING PROPEFTTIES



Re-forecast
@12/97
1997



Prelim Budget
@12/97
1998



	$1,820	$350
		350
	562	125
		334
	168	60
		90
	122	30
	56	70
	44	15
	438	780
		325
	66	15
	3,276

	102	47
	294	225
	186

	200
	200
	1,000

	4,258	3,816

	3.56%	3.02%



	50
	112
	2,150
	30	1'000
	136

	208
	46

	682	1,490
	1,380

	826
	227
	1,065	1,065
		2,000
	241
	230	20
	24
	475	50
		85
		425
		90
	190
	100
	500
	262
	500

	$6,784	$8 @5

	5.67%	7.03%



$11.042               $12.591



TOTAL CAPEX AS % of TOTAL REVENUES

9.23%

10.05%

JOINDER TO SECOND AMENDMENT



The undersigned hereby join in the Second Amendment to which 
this Joinder is attached for
the purpose of affinning the provisions thereof



ALLEN G. TEN BROEK



ROBERT M



LOR

FIRST AMENDMENT (CAPITAL IMPROVEMENTS) TO
CONSOLIDATED, AMENDED AND RESTATED TERM NOTE

THIS FIRST AMENDMENT (CAPITAL IMPROVEMENT), TO 
CONSOLIDATE R.) AMENDED AND RESTATED TERM NOTE (this "First 
Amendment"), dated as of the day of February, 1998, modifies 
and amends that certain consolidated, Amended and Restated Term 
Note as follows:



1.	Section 3a (Payment of Principal) is hereby amended 
to read as follows:

      3a. PayLnent of Principal.  The Principal amount of this 
Note shall be payable to
Agent for the account of Lender in quarterly installments 
beginning on March 31, 1997 (the "First
Installment Payment Date"), as follows:



(a)	an aggregate Principal payment of 
$1,750,000.00 during the Period beginning on the First 
Installment Payment Date, in four equal quarterly payments of 
$437,500.00 each, each payment (an "Installment Payment") being 
made on the last Business Day of such quarter (such date, an 
"Installment Payment Date");



(b)	an aggregate Principal payment of 
$1,200,000.00 during the Period beginning on the fifth 
Installment Payment Date, in two equal quarterly payments of 
$550,000.00 each and two equal quarterly payments of $50,000.00 
each;



(c)	an aggregate Principal payment of 
$2,700,000.00 during the Period beginning on the ninth 
Instalhuent Payment Date, in four equal quarterly payments of 
$675,000.00 each;



(d)	an aggregate Principal payment of 
$3,250,000.00 during the Period beginning on the thirteenth 
Installment Payment Date, in four equal quarterly payments of 
$812,500.00 each; and



(e)	an aggregate Principal payment of 
$1,875,000.00 during the Period begimiing on the Seventeenth 
Installment Payment Date, in two equal quarterly payments of 
$937,500.00 each,



with the outstanding Principal balance of the Tenn Note being 
due and payable in one payment of
$29,225,000.00, together with any accumulated and unpaid 
interest thereon, on the Maturity Date.

IN WITNESS WHEREOF, the Borrower has executed this First 
Amendment as of the date
written above.



BORROWER:

SOUTH SEAS RESORT LIMITED PARTNERSHIP,
an Ohio limited partnership



By:    SAN-CAP Resort, L.C., a Florida limited



liability co



By:



, its General Partner



Robert M. Ta



r, Manager



SOUTH SEAS PROPERTIES COMPANY LRMITED
PARTNERSHIP, an Ohio limited paanership



By:     T&T Resorts, L.C., a Florida limited liability



comdanv
 . I



By:



General Partner



Robert M. Taylor, Manager



MARCO SSP, LTD., a Florida limited partnership



By:    Marco S



2



By:



 ., its General Partner



Robert M.



aylor, Chainnan

SOUTH SEAS RESORTS COMPANY LIMITED
PARTNERSHIP, a Florida limited partnership



By:    S.S. Resort Management, L.C., a Florida



limited liab'



By:



company, its General Partner



Robert M. Tayl



Manager



SAFETY HARBOR MANAGEMENT COMPANY,
LTD., a Florida limited partnership



By:    S.S. Resort Management, L.C., a Florida



H:\users\wp\credit\ssr\pinkshei\documts\amendnte.cn2:2.05.98.ji
k

3



limited li



By:



ity company, its General Partner



Robert



aylor, Manager