FIRST AMENDMENT (SEASIDE) TO
          AMENDED AND RESTATED LOAN AGREEMENT
          
              THIS FIRST AMENDMENT (SEASIDE) TO AMENDED AND
          RESTATED LOAN AGREEMENT (this "First Amendment"),
          dated as of the 30th day of May, 1997, modifies
     and
          amends that certain AMENDED AND RESTATED LOAN
          AGREEMENT dated as of September 26, 1996 (the
     "Loan
          Agreement") 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. ("Barrett") and FINOVA Capital
          Corporation, a Delaware corporation formerly known
     as
          Greyhound Financial Corporation ("lINOVA") (each
     of
          CLNY, Barnett and FINOVA, or their respective
          successors and assigns, is individually referred
     to as
          a "Participant", 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,
     CLNY
          or any successor to, or assignee of, CLNY,
     hereinafter
          referred to as "Administrative Agent"), and CLNY
     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, CLNY or such successor or
     assign
          shall be hereinafter referred to as"Agent")
          
          and
          
          South Seas Resort Limited Partnership, an Ohio
     limited
          partnership ("SSRLP"), 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 terms used in this First Amendment
     shall
          have the meanings set forth in the Loan Agreement,
          unless otherwise defined herein.
          
                    <PAGE>
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 January 1, 1997, SSPC acquired a
     32-room hotel known as the Seaside
          Inn, located in Lee County, Florida (hereinafter
     defined as the "Seaside Inn")
          from Florida Income Fund, L.P., an Iowa limited
     partnership. The legal
          description of Seaside Inn is more particularly
     set forth on "A" attached hereto and
          made a part hereof The purchase price for the
     Seaside Inn was paid, in part, in the
          form of an assumption, by SSPC, of the borrower's
     obligations under an existing
          loan held by Barnett, having a principal balance
     of $2,491,346.71 as of the date
          of this First Amendment (such loan, the "Existing
     Seaside Loan"). The Existing
          Seaside Loan is secured by a first mortgage on the
     Seaside Inn (the "Existing
          Seaside Mortgage"). In connection with the
     acquisition of the Seaside Inn, the
          parties to the Loan Agreement executed a Consent
     and Waiver, dated as of
          January 31, 1997, waiving certain provisions of
     the Loan Documents. In addition,
          the Management Agreement dated as of January 1,
     1995, between Florida Income
          Fund, L.P., as "Owner" and SSRC as "Manager" was
     assigned by Assignment and
          Assumption Agreement dated January 1, 1997, to
     reflect the change in ownership
          of Seaside Inn.
          
              C. Concurrently herewith Lenders have acquired
     ownership ofthe Existing Seaside
          Loan and increased same to $3,500,000.00 (which
     loan, as increased, is hereafter
          the "Seaside Loan"), secured by the Existing
     Seaside Mortgage, as amended and
          restated concurrently herewith (hereafter, the
     "Seaside Mortgage") on the real
          property and improvements constituting Seaside
     Inn. The proceeds of the Seaside
          Loan will be used in part by Lenders to take
     assignment of Barnett's interest in the
          Existing Seaside Loan. Borrower acknowledges that,
     pursuant to the terms of the
          Loan Documents, other collateral (collectively,
     the "Seaside Collateral")
          associated with Seaside Inn and previously pledged
     to Barnett under the Existing
          Seaside Loan automatically became subject to the
     security interest of Lender under
          the Loans when SSPC, as one of the entities
     comprising Borrower, obtained rights
          in Seaside Inn.
          
              D. Lender and Borrower desire to clarify
     certain provisions in the Loan
          Documents, including a reference to Borrower in
     exculpatory provisions in the
          Loan Agreement, the Notes and the Mortgage, and
     provide for an amendment of
          the Loan Documents to provide Borrower with the
     ability, for a limited period of
          time, to have portions of, or all of, the Term
     Note accrue interest at an adjusted
          Eurodollar rate of interest.
          
              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:
          
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                    <PAGE>
                        TERMS
                                   
              1. Incorporation of Recitals: The Recitals set
     forth above are true and correct
          and are incorporated herein by reference.
          
              2. Principal Balance of the Loans: Borrower
     confirms and acknowledges that,
          as of April 30, 1997, the principal balance
     oftheLoans is $58,169,439.22, and
          that such amount is due Lender free and clear of
     all claims, demands, setoffs,
          defenses or counterclaims.
          
              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. No Default Under Seaside Documents:
     Borrower represents and warrants that
          there is no default or event of default under the
     Existing Seaside Loan or under
          any or all of the documents, agreements or
     instruments described in the
          Assumption and Modification Agreement for the
     Seaside Inn (the "Assumption
          and Modification Agreement") between SSPC and
     Barnett, dated January 6,
          1997, recorded January 6, 1997, in Official
     Records Book 2779 at Page 0179, of
          the Public Records of Lee County, Florida, under
     which SSPC assumed the
          obligations of the original borrower under the
     Existing Seaside Loan; nor is there
          any event which, with notice or the passage of
     time, or both, would become a
          default or event of default.
          
              4a. Seaside Collateral: As part of its
     acquisition of the Existing Seaside Loan,
          pursuant to the Assignment of Loan Documents
     (Seaside), Lender has taken
          assignment of the interest of Barnett in certain
     of the Seaside Collateral. The
          interest of Barnett in the balance of the Seaside
     Collateral has been terminated and
          canceled under the Termination Agreement of even
     date herewith executed by
          Barnett and SSPC. Reference is made to the
     assignment and termination
          documents executed concurrently herewith for a
     description of same.
          
              5. Amendments to Loan Agreement Regarding
     Seaside Inn: The Loan Agreement
          is hereby amended as follows to effectuate the
     addition of Seaside Inn to various
          concepts relevant to the Loan:
          
                     (a)Recital D is hereby amended to read
     as follows:
          
              D. On September 23, 1994, Greyhound Financial
     Corporation entered into a
          transaction (the "FINOVA Transaction") in which it
     extended credit to MSSP
          in the original principal amount of $19,500,000.00
     (the "lINOVA Loan", as
          further defined hereinafter) secured by a mortgage
     (the "lINOVA Mortgage", as
          further defined hereinafter) on the "Radisson" (as
     hereinafter defined). As of
          January 1, 1997, Barnett entered into a
     transaction (the "Seaside Transaction")
          described in the Assumption and Modification
     Agreement ("Assumption and
          Modification Agreement") with respect to the
     Seaside Loan, secured by a
          mortgage on "Seaside Inn" (as hereinafter defined)
     (the Initial Transaction, the
          Modified Transaction, the FINOVA Transaction and
     the Seaside Transaction,
          
                                  3
                                   
                    <PAGE>
together, the "Previous Transactions," and the
     documents evidencing the
          Previous Transactions, together, the "Previous
     Documents").
          
                     (b)Recital F is hereby amended to read
     in pertinent part as follows:
          
          in such recital.
          
              F. SSRLP is the owner in fee simple of the
     real property situated in Lee County,
          Florida ("South Seas Plantation"), more
     particularly described in Exhibit "A-1"
          attached hereto. MSSP is the owner in fee simple
     of the real property situated in
          Collier County, Florida ("Radisson"), more
     particularly described in Exhibit "A-2" attached
     hereto. SSPC is the owner in fee simple of the real
     property situated
          in Lee County, Florida, more particularly
     described in Exhibits "A-3"
          ("Sundial"), "A-4" ("Dunes"), "A-5" ("Sanibel
     Inn"), "A-6" ("Best Western-Sanibel"), "A-7" ("Song of
     the Sea") and "A-8" ("Seaside Inn") attached hereto
          (South Seas Plantation, Sundial, and Dunes are,
     hereafter, collectively referred to
          as the "Modified Land"; Sanibel An, Best
     Western-Sanibel, Song ofthe Sea and
          the Radisson are, hereafter, collectively referred
     to as the "New Land"; the
          Modified Land, the New Land and Seaside Inn are
     hereinafter referred to
          collectively as the "Land").
          
          (c) Recital H is hereby amended to add Seaside Inn
     to the list of resorts described
          
                                                             
       (d) The definition of "Agreement" or "Loan Agreement"
     in Section 1.7 is hereby
          amended to include this First Amendment.
          
                                                             
       (e) The definition of "Assets" in Section 1.8 is
     hereby amended to include all
          property now or hereafter owned by Borrower,
     including without limitation those
          items described therein consisting of, or related
     to, Seaside Lnn.
          
                                                             
       (f) Section 1.53 is hereby amended to add those items
     described therein consisting
          of, or relating to, Seaside Inn to the list of
     Improvements included in such
          definition. The Seaside Inn Improvements are
     generally described on Exhibit "C"
          attached hereto and made a part hereof.
          
                                                             
       (g) Section 1.88 (definition of "Outstanding Loan
     Amount") is hereby amended
          to add the phrase "and the Seaside Consolidated,
     Amended and Restated
          Revolving Credit Note dated as of May 30th, 1997"
     after the word "Notes."
          
                                                             
       (h) Section 1.100 is hereby amended to add Seaside
     Inn, and any other
          developments and properties acquired by Borrower
     after the date hereof with
          proceeds of the Revolving Credit Loan or through
     application of Section 11.8 of
          the Loan Agreement, to the list of developments
     included in the definition of
          Project. The change in the definition of Project
     shall be deemed incorporated in
          all Loan Documents in which the term "Project" is
     used.
          
                                  4
                                   
                    <PAGE>
surveys:
          
                     (i)Paragraph 1.125 is hereby amended to
     add the following survey to the list of
          
                                                             
       . . . (h)            Boundary Survey of the Seaside
     Inn: Lots 15 and 16, Block 7 and Part of Lot 2,
          
          Block B. Sanibel Estates Unit No. 2, Plat Book 9,
     Page 123, Lee County
          Records,
          Section 20, TWP. 46 S., Range 23E, City of
     Sanibel, Lee County, Florida
          
                     (j)The following new definitions are
     added in Article I:
          
          "Seaside Interim Closing Date" shall mean the date
     of this First Amendment.
          
          "Seaside Inn" shall have the meaning given in the
     Recitals.
          
          "Seaside Loan" shall have the meaning given in the
     Recitals.
          
          "Seaside Mortgage" shall have the meaning given in
     the Recitals.
          
          O Section 3.19 is hereby amended to add the
     following:
          
              Further, Borrower has disclosed to Lender some
     zoning/permitting
          irregularities concerning the number of approved
     hotel units within Seaside
          Inn.
          
                     (1)Section 3.23 is hereby amended to
     add the following:
          
              As of the Seaside Interim Closing Date,
     Borrower has not received any other
          financing for the Project or any portion thereof
     that has not been satisfied.
          
                                                             
        (m) Section 3.25 is hereby amended to add the
     following to the list of
          environmental site assessments listed in that
     Section:
          
      . . . (h) The Phase I Environmental site assessment of
     the Seaside Inn dated
          November 27, 1996.
          
                                                             
        (n) Section 3.29 is hereby amended to add Seaside
     Inn to the list of properties
          maintained as "first-class" luxury resorts.
          
          (o) owned by SSPC.
          
          Section 3.41 is hereby amended to add Seaside Inn
     to the list of properties
          
          (p) The following is hereby added as Section 3.56:
          
                                                             
        3.56 Seaside Loan as Permitted Real Property
     Indebtedness. The Seaside Loan,
          and the value and financial condition of Seaside
     Inn, meet, in all respects, the
          requirements of the
          
          s
          
                    <PAGE>
definition of "Permitted Real Property Indebtedness"
     described in the Indenture,
          such that: (i) the Seaside Loan constitutes
     "Permitted Real Property Indebtedness"
          under the Indenture and; (ii) the Seaside Loan is
     a part of the "Senior
          Indebtedness" and the "Designated Senior
     Indebtedness" described therein. The
          obligations of SSPC under the Seaside Loan are
     being incurred: (i) to refinance
          certain indebtedness assumed by SSPC in connection
     with its acquisition of the
          real property and improvements constituting
     Seaside An; and (ii) to reimburse
          SSPC for a portion of the purchase price paid by
     SSPC out of working capital in
          connection with its acquisition of Seaside Inn.
          
                                                             
        (q) Section 8.3 is hereby amended to add a
     representation by Borrower that, based
          upon payment of documentary stamp taxes and
     intangible taxes concurrently
          herewith, no additional documentary stamp or
     intangible taxes are due and payable
          on the amount of the Seaside Loan, and an
     agreement by Borrower that if any
          taxes should become payable in connection with the
     Seaside Loan, the provisions
          of Section 8.3 containing Borrower's agreement to
     pay such taxes shall apply to
          any such taxes.
          
                     (r)The following is hereby added to
     Section 7.1:
          
              ...(u) Default under Seaside Loan. SSPC shall
     be in default of any covenant,
          agreement or obligation under the Seaside Loan,
     the Seaside Mortgage, any of the
          "Security Documents" described in the Seaside
     Mortgage or under any document,
          instrument or agreement described in the
     Assumption and Modification
          Agreement.
          
          6. The exhibits and schedules to the Loan
     Agreement are hereby amended as
          follows:
          
                                 (a)
                                   
                                 (b)
                                   
                                 (c)
                                   
          A new Exhibit A-9 to the Loan Agreement ("Seaside
     Legal Description") is added
          in the form of Exhibit A hereto.
          
          Exhibit B to the Loan Agreement ("Improvements")
     is hereby amended as set forth
          in Exhibit B hereto to add Seaside Inn.
          
          Exhibit C ("Litigation Proceedings"), setting
     forth a schedule of litigation
          proceedings, is hereby amended and restated as the
     schedule set forth as Exhibit
          C hereto.
          
                     (d)Exhibit G to the Loan Agreement
     ("Budget") is hereby amended to add
          
          Seaside Inn.
          
                     (e)Exhibit K ("Participation
     Interests") is hereby amended to add the following
          
          as a separate chart:
          
          6
          
                    <PAGE>
Participation Interests (Seaside!
          
          Name of Bank
          
          Credit Lyonnais
          New York Branch
          
          Barnett Bank, N.A.
          
          FINOVA Capital
          Corporation
          
          Commitment $
          
          $1,500,000
          
          $ 500,000
          
          $1.500.000
          
          $3.500.000
          
          Commitment %
          
          42.857%
          
          14.286%
          
          42.857%
          
          100.00%
          
              6a. Limitation on Collateral under Indenture:
     Lender's consummation of the
          Seaside Loan is based upon Borrower's
     representation and warranty that the
          Seaside Loan qualifies as "Permitted Real Property
     Indebtedness" ("PRPI"), as
          defined under the Indenture. Such definition sets
     forth the collateral which may
          secure PRPI. Notwithstanding any other provision
     of the Seaside Mortgage or the
          "Security Documents" described therein to the
     contrary, nothing in the Seaside
          Mortgage or the other documents executed in
     connection therewith grants, or is
          intended by Borrower or Lender to grant, to Lender
     an interest in collateral which
          would not be permitted to secure PRPI under the
     Indenture pursuant to the
          definition of PRPI. In the event a court of
     competent jurisdiction should determine
          that: (i) the collateral granted to Lender under
     the Seaside Mortgage or the other
          documents executed in connection therewith does
     not conform to that permitted
          to secure PRPI; and (ii) as a result, Borrower
     would be in breach of or default
          under the provisions of the Indenture, then the
     grant of such collateral shall be
          void ab initio and the collateral securing the
     Seaside Loan shall be limited to that
          permitted under the Indenture to secure PRPI and
     any other collateral
          encompassed by the Seaside Mortgage or the
     documents executed in connection
          therewith shall secure the Loans.
          
              fib. Amendment to Indenture to Correct
     Scrivener's Error: Borrower has advised
          Lender that the definition of"Funded Indebtedness"
     under the Indenture contains
          a scrivener's error, in that it appears to include
     the principal amount of the "Notes."
          Borrower shall use best efforts to effect an
     amendment to the Indenture in order
          to clarify that the principal amount of the
     "Notes" described therein shall be
          expressly excluded from the definition of "Funded
     Indebtedness."
          
              6c. Amendment of Indenture to Correct
     Definition: The definition of "Permitted
          Real Property Indebtedness" under the Indenture
     requires that such debt be
          secured "exclusively" by certain types of
     collateral and interests. If, on or before
          the date which is eighteen (18) months after the
     date of this First Amendment,
          Borrower shall not have effected an amendment (the
     "Definitional
          Amendment") to the Indenture (in form and content
     approved by Lender and with
          evidence satisfactory to Lender that such
     amendment is valid and binding, in all
          respects, upon the Trustee of the Indenture and
     all Noteholders) which eliminates
          from the definition the word "exclusively," the
     Seaside Loan shall automatically
          cease to permit borrowings and reborrowings as a
     revolving loan and payments of
          principal, in the amounts set forth in the Seaside
     Consolidated, Amended and
          
                                  7
                                   
                    <PAGE>
Restated Revolving Credit Note of even date herewith,
     shall commence to be due
          and payable. If the Definitional Amendment has
     been effected on terms and
          conditions of this Section and such other terms,
     conditions and documentation as
          may be required by Lender, so long as there is no
     default or Event of Default
          under the Loans or the Seaside Loan, or both, and
     no event which, with notice, or
          the passage of time, or both, would become a
     default or Event of Default, it is the
          intention of Borrower and Lender that: (i) each of
     the entities constituting
          Borrower assume all of SSPC's obligations under
     the Seaside Loan; and (ii) the
          Seaside Loan be incorporated into and made a part
     of the Loans. As such, the
          outstanding principal amount of the Seaside Loan
     would be consolidated with the
          Revolving Credit Loans and borrowed and repaid as
     a part of such Revolving
          Credit Loans, and the Borrower shall execute, and
     cause the other entities
          comprising the Borrower under the Loan Agreement
     to execute all such
          documents as may be required to effectuate the
     foregoing. If the Seaside Loan is
          consolidated into the Revolving Credit Loans,
     Borrower shall pay all costs and
          expenses associated therewith.
          
              6d. Participation Interests. The Participants
     shall be bound, for purposes of the
          Seaside Loan, by all provisions of the Loan
     Agreement with regard to the
          relationship among them and with the Collateral
     Agent and the Administrative
          Agent.
          
              7. Consent to Availability of Eurodollar Rate:
     Lender, on a limited basis only,
          hereby consents to the election by Borrower to
     have the entire (but not less than
          the entire) outstanding Principal balance under
     the Tem1 Loan accrue interest at
          the Adjusted Eurodollar Rate for some or all of
     the period from May 31, 1997, to
          and including July 31, 1997, on the following
     terms and conditions:
          
                                                             
        (a) No later than 10:00 a.m. Eastem Standard Time on
     the date Borrower intends
          that the requested Eurodollar Interest Period
     commence, Borrower shall notify
          Administrative Agent, in writing (by telex,
     facsimile or other written means) that
          Borrower desires to have the entire outstanding
     Principal balance of the Term
          Loan become a Eurodollar Portion, the desired
     length of the Eurodollar Interest
          Period on such Eurodollar Portion and the desired
     date of commencement of the
          Eurodollar Interest Period. The expiration date of
     the Eurodollar Interest Period
          shall not extend beyond July 31, 1997.
          
              If the above conditions are met, Agent shall
     quote to Borrower the
          Adjusted Eurodollar and the Eurodollar Interest
     Period shall commence
          immediately (on the same Business Day) on the
     requested Eurodollar Portion.
          Administrative Agent shall thereafter confirm to
     Borrower, in writing, the
          establishment of the Eurodollar Portion, setting
     forth the respective Adjusted
          Eurodollar and Eurodollar Interest Period.
          
              If an Adjusted Eurodollar is not, in Agent's
     judgment, reasonably available
          at the time requested or for the Eurodollar
     Interest Period requested, the Principal
          amount of the Term Loan then outstanding that
     would have been subject to the
          Adjusted Eurodollar shall bear interest at the
     Adjusted Base Rate until such time
          as (i) in Agent's judgment, an Adjusted Eurodollar
     is reasonably available, (ii)
          Agent notifies Borrower in writing that Adjusted
     Eurodollar is available,
          
                                  8
                                   
                    <PAGE>
and (iii) Borrower confirms to Lender in writing its
     desire for such portion of such
          Principal amount to be subject to Adjusted
     Eurodollar (subject, however, to the
          provisions of this First Amendment).
          
                                                             
        (b) The election may only be made on a Business Day
     from and including May 31,
          1997, to and including July 31, 1997. If no
     election is made within such period,
          the provisions of this First Amendment which
     permit such election shall be
          terminated.
          
                                                             
        (c) The election must apply to the total outstanding
     Principal balance of the Temm
          Loan and be made in connection with the scheduled
     termination (on June 2, 1997)
          of the existing Libor Portion in the amount of
     $39,562,500.00.
          
                                                             
        (d) On the date that Borrower notifies
     Administrative Agent that Borrower desires
          to elect to have the Eurodollar Portion bear
     interest at the Adjusted Eurodollar, and
          the related Eurodollar Interest Period commences,
     and during the entire term of
          such Eurodollar Interest Period: (A) there shall
     be no Default or Event of Default
          under the Loan Documents and no event which, with
     notice or the passage of
          time, or both, would result in a Default or Event
     of Default; (B) Borrower shall be
          in compliance with all covenants and conditions
     set forth in the Loan Documents
          (without regard to any period described therein to
     cure any non-compliance),
          including, without limitation, the financial
     covenants described in Article XI of the
          Agreement; and (C) there shall be no event or
     condition under which Lender or
          Agent would have the right to require that Excess
     Cash Flow be deposited into an
          account or be applied to sums due under the Loans.
          
                                                             
        (e) Borrower shall pay accrued interest on such
     Eurodollar Portion, in arrears, on
          the earlier of (i) the last day of each month
     during the corresponding Eurodollar
          Interest Period, and (ii) as to any expiring
     Eurodollar Interest Period, the date upon
          which the Eurodollar Interest Period expires.
     Borrower shall also pay accrued
          interest on any Eurodollar Portion if and when
     terminated before the expiration of
          the applicable Eurodollar Interest Period.
          
              8. Amendments to Loan Documents in connection
     with Eurodollar Election: The
          Loan Documents shall be deemed to have been
     amended to add the concept of the
          Eurodollar Rate for the period during which this
     First Amendment is effective.
          Such amendments shall include, without limitation,
     the amendment of the
          following sections of Loan Documents to add the
     concept of Eurodollar Rate,
          Adjusted Eurodollar, Eurodollar Portion and
     Eurodollar Interest Period in addition
          to Base Rate, Adjusted Base Rate, Libor, Adjusted
     Libor, Libor Portion and Libor
          Interest Period, and where appropriate:
          
          (a) Sections 1.98, 2.4, 2.5, 2.12, and 2.20 of the
     Loan Agreement; and
          
                     (b)Sections 4.1, 4.2, 4.4, 4.5, 4.10,
     4.11, 5(a), 6, 8.1 and 12.3 of the Term Note.
          
              9. Definitions. For purposes of the
     availability to Borrower of the Eurodollar
          Rate, the following definitions shall be deemed
     added to the Loan Documents
          as applicable for the period during which the
     Eurodollar Rate is available to
          Borrower:
          
                                  9
                                   
                    <PAGE>
(a) Adjusted Eurodollar Rate: A per annum rate of
     interest that is equal to the Eurodollar Rate
          plus the Eurodollar Spread.
          
          (b) Eurodollar Interest Period: For each
     Eurodollar Portion, a period from the date of
          commencement of the Adjusted Eurodollar Rate on
     the subject portion of the
          outstanding principal balance of the Term Loan to
     but not including the date the
          next installment of principal is due under the
     Term Note. However, if the last day
          of such Eurodollar Interest Period would otherwise
     occur on a day which is not a
          Business Day, such last day shall be extended to
     the next succeeding Business Day
          unless such extension would cause the last day to
     occur in a new calendar month,
          in which event such last day shall be the
     immediately preceding Business Day.
          
          (c) Eurodollar Portion: Each portion of the
     outstanding Principal balance of the Tenn Loan on
          which, as a result of Borrower's election
     hereunder, Borrower is being charged
          interest at the corresponding Adjusted Eurodollar
     Rate for the corresponding
          Eurodollar Interest Period. There may be no more
     than one (1) Eurodollar Portion
          outstanding at any one time, which must be in an
     amount equal to the outstanding
          Principal balance ofthe Term Note and shall have a
     Eurodollar Interest Period
          which expires on or before the date the next
     installment of Principal is due under
          the Term Note.
          
          (d) Eurodollar Rate: A rate per annum equal to the
     offered rate quoted by the Administrative
          Agent to banks in the New York interbank
     eurodollar market as of 10:00 a.m.
          New York time on the date of determination for
     deposits in eurodollars, in
          immediately available funds, in amount comparable
     to the aTnount of the Loans
          with respect to which the Eurodollar Rate is being
     determined and for deposits of
          one day duration.
          
          (e) Eurodollar Spread. A definition of"Eurodollar
     Spread" is added, which is identical to the
          definition of "Libor Spread" except that the words
     "Eurodollar Spread" are
          substituted for the words "Libor Spread" and the
     words "Eurodollar Rate" are
          substituted for the words "Libor Rate."
          
          10. Amendment to Exculpatory Provisions in Various
     Loan Documents. Lender
          and
          
          Borrower hereby amend the title, the first
     sentence and a portion of the second
          sentence of Section
          
          8.27 of the Loan Agreement, to read as follows:
          
          "Exculpation of Borrower's Partners: Borrower's
     general and limited partners shall
          not be personally liable for the repayment of
     Principal, interest or Prepayment
          Costs due under the Notes. Notwithstanding the
     foregoing, Borrower's general
          partners, and Taylor and Ten Broek (by execution
     of a Joinder to this Agreement)
          acknowledge and agree that, except as set forth in
     this Section 8.27, Borrower's
          general partners, Taylor and Ten Broek shall,
     jointly and severally, have personal
          liability for:"
          
                                 10
                                   
                    <PAGE>
Corresponding amendments are deemed to be made to
     Section 17 of each of the
          Term Note and the Revolving Credit Note.
          
              11. Miscellaneous Amendments to Loan
     Agreement: The following definitions
          are added to Article I:
          
          "Letter of Credit" shall have the meaning given in
     Section 2.14.
          
          "Previous Transactions" shall have the meaning
     given in the Recitals.
          
              12. Conditions to Effectiveness: The parties'
     obligations hereunder shall be
          contingent on the satisfaction of the following
     conditions on or prior to the
          Seaside Interim Closing Date:
          
          (a) execution of the documents specified in the
     Seaside Loan closing checklist
          provided to the parties;
          
          (b) receipt and approval by Lender of the legal
     opinions specified in the Seaside Loan
          closing checklist.
          
                     13.Fees and Expenses: Borrower shall
     pay all of Lender's counsels' fees and costs
          
          incurred in connection with the preparation of
     this First Amendment and
          Lender's counsel's review
          of any documentation relating to the Seaside Loan
     or creation of the
          Eurodollar Rate.
          
              14. No Other Amendment: Lender's consent and
     amendment herein shall be
          applicable only to the matters set forth in this
     First Amendment and Lender
          shall not be obligated to consent to any other
     request or transaction or waive
          any other provisions of the Loan Documents.
          
              15. Affirmation of Loan Documents: Release of
     Lender: Except as otherwise
          expressly modified herein, all terms and
     provisions of the Loan Documents as
          originally executed are and remain unchanged and
     in full force and effect.
          Borrower and Taylor and Ten Broek (by execution of
     a Joinder to this First
          Amendment) agree that execution of this First
     Amendment shall be deemed a
          reaffirmation of the representations, warranties
     and covenants contained in the
          Loan Documents and that same are true and correct
     as of the Seaside Interim
          Closing Date. Borrower, Taylor and Ten Broek
     hereby, jointly and severally:
          (i) 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 First
          Amendment.
          
                    <PAGE>
    16. Florida Law: Invalidity: Entire Agreement:
     Interpretation: This First
          Amendment shall be governed by Florida law. This
     First Amendment represents
          the entire Agreement between the parties with
     respect to the subject matter and
          supersedes all prior or contemporaneous
     agreements. Should any part or provision
          hereof be deemed by a court of competent
     jurisdiction to 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 First
          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 First Amendment. This First
     Amendment may be executed in one
          or more counterparts, each of which shall be
     deemed an original and all of which,
          together, shall constitute a single instrument.
          
              17. WAIVER OF JURY TRIAL. BORROWER, ITS
     PARTNERS AND
          LENDER HEREBY 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 FIRST
     A~\/IENDMENT OR
          ANY COURSE OF CONDUCT, COURSE OF DEALING,
     STATEMENTS
          (VERBAL OR WRI l-l EN), OR ACTIONS OF ANY PARTY
     HERETO. THIS
          WAIVER OF TRIAL BY JURY PROVISION IS A MATERIAL
          INDUCEMENT FOR LENDER TO ENTER INTO THIS FIRST
          AMENDMENT.
          
              IN WITNESS WHEREOF, the parties hereto have
     executed this First Amendment
          as of the date written above.
          
                                 12
                                   
          _
          
          BORROWER:
          
          SOUTH SEAS RESORT LIMITED PARTNERSHIP, an Ohio
     limited
          partnership
          
         By: SAN-CAP,pesort, L.C., a Florida limited
     liability cghr~p;~y, its General Partner ',
          
          By: ~ Jl,~J
              Robert M. Or, Manager
          
          -
          
SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP, an
          Ohio limited partnership
          
          By: T&T Resorts, L.C., a Florida limited liability
                          ~ General Partner
                                   
          company
          
          .
          
                                 Robert M. Ta~
          MARCO SSP, LTD., a Florida limited partnership
          
          By: Marco SSj~r~, its General Partner
          
          R
          
          obert M:lor. Ch:
          
          SOUTH SEAS RESORTS COMPANY LIMITED PARTNERSHIP, a
     Florida
          limited partnership
          
          a~nagemem, L.C., a Florida
          
          ~1~ Company, its General Partner
          
          By:
              Robert M. Taylor, Manager J
          
         By: S.S. Reports limited lip
          
          \g
          
          SAFETY HARBOR MANAGEMENT COMPANY, LTD., a Florida
     limited
          partnership
          
         By: S.S. Resor~agement, L.C., a Florida limited
     lia~lity~niany, its General Partner
          
                By: _/ A  v - -
          
          J
          
          Robert \~Taylor, Manager
          
          13
          
                    <PAGE>
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 R~
          
          Name: M`-sch~ Ma L-~;~ Title: I! he t>~;d~f
          
          OTHER PARTICIPANTS:
          
          BARNETT BANK, N.A. a national banking association
          
          Name: Title:
          
          FINOVA CAPITAL CORPORATION, a Delaware corporation
          
          By:Name:
          
          14
          
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
          
          OTHER PARTICIPANTS:
          
          BARNETT BANK, N.A. a national banking association
          
          By: ;~D:~ ~4: Name: BY ~ rat . Comers Title: lllaL
     US 'c12~7r
          
          FINOVA CAPITAL CORPORATION, a Delaware corporation
          
          14
          
                    <PAGE>
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:
          
          OTHER PARTICIPANTS:
          
          BARNETT BANK, N.A. a national banking association
          
          By
          
          .
          
          FINOVA CAPITAL CORPORATION, a Delaware
          
                              corporation   ~ ~
          
          Name-. JACK FIELDS, 111
          Title: OROIJP VICE PREt31L)tN l~
          
          14
          
                    <PAGE>
              JOINDER TO FIRST AMENDMENT
                                   
              The undersigned hereby join in the First
     Amendment to which this Joinder is
          attached for the purpose of affirming the
     provisions thereof.
          
                              ~:,,~C: ~
                                   
          -~-,' ~
          
          ALLEN G. TEN BROEK
          
             ,
          ROBERT M. TAYL)R
          
          15
          
                    <PAGE>
                      EXHIBIT A
                         TO FIRST AMENDMENT
                                   
                            EXHIBIT "A-9"
                                   
                    SEASIDE INN LEGAL DESCRIPTION
                                   
                              ATTACHED
                                   
                                 16
                                   
                    <PAGE>
Commonwealth
          
          FX~TRTT A- 9 to LOAN I~T
          
          (lommitn~r-nt. Nn.: Rf,4-42?,P`.~:] Fi le No.:
     M723fih(,
          
          T.nt.~; 1.F; anrl lh, P`lock 7, of t.hat. certain
     s~,hrlivitiion known ..s
          11NTT No SANTRF,l. FSTATF,S, accorrling t.o t.he
     map or E3lat.
          thereof nn fi le anrl rerorcle~ in t.he office nf
     t.he (llerk of t.hr- (lirrt~it.
          (lourt. nf T.ee (:o'3nt.y, Florirla, in P1. t.
     P`ook 9, P. ge 12.3, ANn . 11
          t.he ~.rant.ors right., t.it.le anrl int.erest.
     t.o t.hat. port.ion of f.ot. 2, P`lock
          8, SANTRF,T. F,5;T7.TF,8 llNTT 2, lying het.ween
     the Nort.hwest.erly
          prolongat.ion of the .Ro~therl-~ lot line of [.ot.
     lfi nf the aforesairl Sanibel
          Fst..at.es t~nit. ~ ancl t.he Nnrt.herly lot. 1
     ine of thr.aforesairl T'ot. 1.S of
          .Sanibel Fst.at.es unit 2, sairl propert.y haviny
     its F.. ster1y . nrl
          We.st.erly hounclaries respentively nn t.he hank
     of t.he r~n. 1 ~shown in
          t.he afore.sairl plat. r~f S. nibr.1 F:st.ates
     (nit. ~ anrl t.he Fasterly right.-of-way of G.~1 f
     nrive a.s shown nn the a fore.sa ir1 pl at. nf Ran i
     bel
          F.st.. te.~. lJnit. ~ t.oget.her wit.h any anrl al
     1 riparian right.s
          t.here'~nt.o helr~nging nr ot.herwise pert.aining.
          
                    <PAGE>
                      EXHIBIT B
                         TO FIRST AMENDMENT
                                   
                      SEASIDE INN IMPROVEMENTS
                                   
                              ATTACHED
                                   
                                 17
                                   
                    <PAGE>
    EXHIBIT B TO
          FIRST ANSEAS:tlJE) TO AMENDED AND RESTATED JOAN
     AGREEMENT
          
                           THE SEASIDE INN
                                   
                        PROPERTY DESCRIPTION
                                   
              The Seaside Inn on Sanibel Island consists of
     seven buildings which house 32
          rentals units. This property is located
     approximately 200 feet of direct frontage
          on the Gulf of Mexico and features a swimming pool
     and a "Key West" type of
          atmosphere for its guests.
          
          # Oli ROOM:
          
          The following table details the number of rooms
     and suites by type of unit.
          
                  Unit TypeNumber of Units
          
                              Efficiency
                              Studio               12
          
          I bedroom sparDnent , . ~
          2 bedroom and sitting room apartment
          
                              Manager Unit
                              Total   .            32
          
          All efficiency units contain a small kitchenette
     with a microwave oven, small
          refrigerator, sink and a coffee maker. All units
     have color cable television with
          in-room VCR. In addition, the property offers the
     following amenities to the
          guest:
          
          Heated Gulf-view swimming pool with sun deck,
     chairs, and chaise lounges
          
          Complimentary bicycles
          
          Seaside shuffleboard courts
          
          Lending library of current books and videos
          
                                            Golf available
     at nearby
                                                 Dunes Golf
     & Tennis Club
          SSPFACI~S.SST/lo
          
                    <PAGE>
                      EXHIBIT C
                         TO FIRST AMENDMENT
                       LITIGATION PROCEEDINGS
                                   
              *                                              
        (i)  Gail Dvoretz v. The Cottages of South Seas
     Condominium Association. South
          Seas
                                                             
             Resort Limited Partnership. et al.; Case No.
     93-008031-CA
              *                                              
        (ii) George Jammel v. South Seas Resort Limited
     Partnership
              *                                              
        (iii)     Filbert v. Pink Shell
                                                             
        (iv) Artis Floyd v. South Seas Plantation, EEOC
     Charge No. 1509307151
                                                             
        (v)  Creative Deco. Inc. (bankruptcy claim)
          
          (vi) Optics International. Inc. (bankruptcy claim)
          (vii) South Seas Resort Limited Partnership v.
     Elaine Brandenstein
          
          (viii) American Hospitality Purchasing Inc.
          
          (ix) Embassy Kosher Tours. Inc. v. Roger Kumar
     d/lo/a Safety Harbor Resort
          and Spa;
              Case
                   No.
                   96-15461
                   CA-01-21
          
                                                             
          (x)             Audit of Best Western-Sanibel by
     State of Florida, Division of Florida Land Sales,
                                                             
                                                             
                      Condominiums and Mobile Homes
          
                                                             
         (xi)            John Johnson v. S.S. Resort
     Management; EEOC Case No. 150961569
                                                             
        (xii)    Mohammad Mahmoud v. South Seas Plantation,
     EEOC Charge No. 15L-96-0131;
                                                             
                                                             
        LCDHR Charge No. 96143E
          
          (xiii) Clayton Strong, Complaint filed with
     National Labor Relations Board
          (xiv) LaPenn v. Mariner Group dba South Seas
     Plantation
          
          * Personal injury cases.
          
              All cases involving personal injury are
     covered by insurance and insurance
          carriers have undertaken representation without
     reservation of rights.
          Bankruptcy Court cases involve claims by Borrower
     for unpaid sums against
          entities which are now in bankruptcy.
          
                              
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