THIS AMENDED, RESTATED AND CONSOLIDATED REVOLVING
     CREDIT
          NOTE AMENDS, RESTATES AND CONSOLIDATES (A) THAT
     CERTAIN
          RENEWAL COMMERCIAL PROMISSORY NOTE DATED AS OF
     JUNE 20,
          1995 (THE "ORIGINAL SEASIDE NOTE") EXECUTED IN
     FAVOR OF
          BARNETT BANK OF LEE COUNTY, N.A. AND ASSIGNED
          CONCURRENTLY HEREWITH TO LENDER, IN THE ORIGrNAL
          PRINCIPAL AMOUNT OF $2,566,146.71; AND (B) THAT
     CERTAIN
          SEASIDE ADDITIONAL ADVANCE NOTE OF EVEN DATE
     HEREWITH
          (THE "SEASIDE ADVANCE NOTE") EXECUTED IN FAVOR OF
     LENDER,
          IN THE ORIGINAL PRINCIPAL AMOUNT OF $1,008,653.29.
          
                    SEASIDE CONSOLIDATED, AMENDED
                 AND RESTATED REVOLVING CREDIT NOTE
                                   
          U.S. $3,500,000.00
          
                      1.             Parties.
          
          Fort Lauderdale, Florida
            As of May 30, 1997
          
                                                             
        1.1 South Seas Properties Company Limited
     Partnership,
          an Ohio limited partnership ("SSPC") (formerly
     known as
          Captiva Resort Company Limited Partnership, the
          "Borrower"; use of such term hereinafter shall
     include
          all entities constituting Borrower, including the
          general partner of SSPC, and at the same time,
     SSPC).
          
                                                             
        1.2 Credit Lyonnais New York Branch, a branch duly
          licensed under the laws of the State of New York,
     of
          Credit Lyonnais, S.A., a barking corporation
     orgaruzed
          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").
          
              2. Definitions. Except as set forth in Section
     4
          hereof, capitalized terms used herein which are
     not
          otherwise defined herein shall have the meanings
     given
          in that certain Amended and
               Restated Loan Agreement dated September 26,
     1996, as amended by the First
          Amendment to Amended and Restated Loan Agreement
     of even date herewith, and
          together with any other written amendments and
     modifications thereto (the "Loan
          Agreement"). This Amended, Restated and
     Consolidated Revolving Credit Note, the
          Amended and Restated First Mortgage and Security
     Agreement and Notice and
          Future Advance of even date herewith (the "Seaside
     Mortgage"), the "Security
          Documents" described in the Seaside Mortgage, and
     other related security
          documents, together shall be the "Seaside Loan
     Documents".
          
          3. Borrower's Promise to Pav. For value received,
     Borrower promises to pay to the order of
          Administrative Agent for the account of Lender,
     its successors or assigns, on the
          Maturity Date, the principal sum of THREE MILLION
     FIVE HUNDRED
          THOUSAND AND NO/100 DOLLARS ($3,500,000.00) (the
     "Principal"), or
          such lesser amount as shall be outstanding
     hereunder, together with interest as
          hereinafter provided in Section 4 on the dates set
     forth herein. From the date hereof
          to (but not including) the Maturity Date, Borrower
     may borrow up to the amount of
          this Seaside Consolidated Revolving Credit Note
     (the "Seaside Revolving Credit
          Note"), repay all or any portion of this Seaside
     Revolving Credit Note and reborrow
          up to the Principal amount of this Seaside
     Revolving Credit Note, provided that
          borrowings hereunder may be made only if such
     borrowings would be permitted
          under the terms and conditions set forth in the
     Loan Agreement.
          
          3.1 Amendment of Indenture to Correct Definition:
     The definition of "Permitted Real Property
          Indebtedness" under the Indenture (as defined in
     the Loan Agreement) 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 Seaside
          Revolving Credit Note, 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
          thereunder) 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 below, shall commence to
          be due and payable.
          
          The schedule of Principal repayment hereunder upon
     such conversion ofthis Seaside Revolving
          Credit Note to a term note (the "Converted Seaside
     Term Note") shall be as
          follows:
          
          (a) four (4) equal principal payments, equal (in
     the aggregate) to 6.75% of the outstanding principal
          balance as of the date of such conversion to a
     term note (such date, the "Conversion
          Date") payable quarterly, beginning on March 31,
     1999;
          
          (b) four (4) equal principal payments, equal (in
     the aggregate) to 8.125% of the outstanding
          principal balance on the Conversion Date payable
     quarterly beginning March 31,
          2000;
          
          (c) two (2) equal principal payments, equal (in
     the aggregate) to 4.6M5% of the outstanding
          principal balance on the Conversion Date payable
     quarterly beginning March 31,
          2001;
          
                                   2
                                    
       with the remaining outstanding principal balance
     ofthe Converted Seaside Term Note
          being due and payable in one payment, together
     with any accumulated and unpaid
          interest thereon, on the Maturity Date.
          
          If the Definitional Amendment has been effected on
     the terms and conditions set forth in this Seaside
          Revolving Credit Note 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 the "Borrower" under
          the Loan Agreement 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 by Lender to effectuate the foregoing. If
     the Seaside Loan is consolidated
          into the Revolving Credit Loans, Borrower shall
     pay all costs and expenses associated
          therewith.
          
          3.2 Yoluntarv Prepayment of Principal under
     Converted Seaside Term Note. The outstanding Base
          Rate Portion or Libor Rate Portion of the
     Converted Seaside Term Note may be fully
          or partially prepaid without bonus or penalty
     (except applicable Prepayment
          
          , Costs) from time to time provided that: ~i) no
     Event of Default has occurred (unless it has been
          cured within the applicable cure period) under any
     of the Security Documents; and
          (ii) any such prepayment shall be in an amount not
     less than $500,000.00, or integral
          multiples thereof, and shall be paid at the end of
     any applicable interest period upon
          not less than 3 Business Days' prior written
     notice to Agent. The repayment of any
          Base Rate Portion shall be accompanied by accrued
     interest for such Base Rate
          Portion through the date of prepayment. Amounts
     prepaid may not be reborrowed. All
          prepayments of Principal shall be divided pro
     tanto among (and credited to) each of
          the scheduled payments of Principal (to the extent
     not then due) described in Section
          3.1 above.
          
          4. Interest Rate: Payments.
          
          4.1 As long as there is no Default or Event of
     Default hereunder, Borrower shall pay interest on the
          outstanding Principal balance of this Seaside
     Revolving Credit Note Loan at the
          Adjusted Base Rate on the Base Rate Portion, and
     at the corresponding Adjusted
          Libor on each Libor Portion.
          
          The calculation of the Base Rate Spread for any
     Base Rate Interest Period, and the Libor Spread for
          any Libor Interest Period, shall be performed
     quarterly on a prospective basis on or
          before 25 days after the end of such quarter by
     analyzing the preceding four quarters.
          The ratio ofthe Outstanding Loan Amount to EBITDA
     for the preceding Period will
          determine the applicable Base Rate Spread or Libor
     Spread, which Base Rate Spread
          or Libor Spread will be adjusted and
          
                                   3
                                     
       applied the day following receipt by Agent of the
     calculations with regard to the Base
          Rate Spread and the Libor Spread.
          
          For purposes of this Seaside Revolving Credit
     Note, the term "Outstanding Loan Amount" shall
          mean the aggregate principal amount outstanding
     under the Notes and this Seaside
          Revolving Credit Note at any relevant time.
          
          4.2 The Adjusted Base Rate and the Adjusted Libor
     shall be computed on the basis of a three
          hundred sixty (360) day year and the actual number
     of days elapsed (in, shall accrue
          for each day any Principal portion of this Seaside
     Revolving Credit Note is
          outstanding
          
          at the relevant interest rate(s) divided by 360).
          
          4.3 Borrower shall pay accrued interest on the
     Base Rate Portion on a monthly basis, in arrears, on
          the last day of each month. Borrower shall also
     pay accrued interest on any Libor
          Portion if and when terminated before the
     expiration of the applicable Libor Interest
          Period.
          
          4.4 Borrower shall, subject to the provisions of
     Section 4.6 hereafter, pay accrued interest on each
          Libor Portion, in arrears, on the earlier of (a)
     the last day of each month during the
          corresponding Libor Interest Period and (b), as to
     any expiring Libor Interest Period,
          the date upon which the Libor Interest Period
     expires.
          
          4.5 Any change in the interest rate from Base Rate
     to, or from Libor to Base Rate, or from one Libor
          to another, shall be effective on the date
     specified by Agent to Borrower.
          
          4.6 All payments hereunder shall be made to Agent,
     for the account of Lender, in lawful money of
          the United States of America without set-off,
     deduction or counterclaim. All
          payments shall be made no later than 1:00 P.M.
     (Eastem Standard Time) on the date
          on which a payment is due, in immediately
     available funds to the account of Agent
          at its office specified below. If any such payment
     falls on a day that is not a Business
          Day, the date of such payment shall be the
     immediately preceding Business Day.
          
          4.7 Notwithstanding the foregoing, neither any
     rate of interest charged hereunder nor the Default
          Rate shall at any time exceed the maximum rate of
     interest permitted by applicable
          law in effect from time to time. In the event that
     any interest rate or the Default Rate
          exceeds the maximum percentage pemmitted by
     applicable law in effect from time
          to time during the temm of this Seaside Revolving
     Credit Note, only the maximum
          percentage pemmissible shall then be charged, but
     thereafter in any period during
          which the rate is less than the maximum percentage
     pemmissible by applicable law
          in effect from time to time, the interest rate and
     the Default Rate shall be increased
          so that Lender, its successors or assigns, may
     collect interest in such amount (up to
          the maximum percentage permitted by applicable
     law) as may have been charged
          pursuant to the temls of this Seaside Revolving
     Credit Note, but which was not
          charged because of the limitation imposed by law.
          
                                   4
                                    
                    <PAGE>
     4.8 If the calculation of interest or the
     imposition of a change in the rate of interest upon
     default or
          the payment of any fees or other charges that are
     construed to be interest under
          applicable law in effect from time to time, result
     in an effective rate of interest higher
          than that pemmitted to be paid under applicable
     law in effect from time to time, then
          such charges shall be reduced by a sum sufficient
     to result in an effective rate of
          interest no greater than the maximum effective
     rate of interest permitted to be paid
          under applicable law in effect from time to time.
     The Agent may, in determining the
          maximum rate permitted under applicable law in
     effect from time to time, take
          advantage of: (i) the rate of interest permitted
     by Florida Statutes, Chapter 665
          (Florida Savings Association and Savings Bank
     Act), by reason of both Section
          687.12, Florida Statutes ("interest rates; parity
     among licensed lenders or creditors")
          and 12 United States Code, Sections 85 and 86, and
     (ii) any other law, rule, or
          regulation in effect from time to time, available
     to Lender that exempts Lender from
          any limit upon the rate of interest it may charge
     or grants to Lender the right to charge
          a higher rate of interest than that permitted by
     Florida Statutes, Chapter 687. Upon
          maturity of this Seaside Revolving Credit Note,
     whether by acceleration or in due
          course, interest shall be recalculated over the
     actual life of the loan evidenced hereby
          based upon the amounts outstanding, and if the
     total amount of interest theretofore
          paid exceeds the amount permitted to be paid under
     applicable law in effect from time
          to time, the excess shall be credited to
     Principal, or if such excess exceeds the
          Principal amount due hereunder, refunded to the
     Borrower.
          
          4.9 As provided in the Loan Agreement, Mortgage,
     and Seaside Mortgage, if at any time Borrower is
          required by law to make any deduction or
     withholding in respect to any taxes, duties
          or other charges f om any payment due hereunder,
     the sum due from Borrower in
          respect of such payments shall be increased to the
     extent necessary to insure that, after
          the making of such deduction or withholding,
     Lender receives and retains a net sum
          equal to the sum that it would have received had
     no such deduction or withholding
          been required to be made. Borrower shall promptly
     deliver to Agent receipts,
          certificates or other proof evidencing the amounts
     (if any) paid or payable in respect
          of such deduction or withholding.
          
          4.10 New Libor Portions. Borrower shall have the
     right to elect, from time to time during the term of
          the Seaside Loan, to include in a new Libor
     Portion: (i) all or any portion of the then
          outstanding Base Rate Portion; or (ii) any Libor
     Portion for which the applicable
          Libor Interest Period shall have expired as of the
     commencement of the new Libor
          Interest Period, in each case subject to the
     following:
          
              (a) No default shall have occurred under this
     Seaside Revolving Credit Note
          and no Event of Default shall have occurred under
     any of the Loan Documents or the
          Seaside Loan Documents; and
          
              (b) At least three Business Days prior to the
     date Borrower intends that the
          requested new Libor Interest Period commence,
     Borrower shall notify Agent, in
          writing (by telex, facsimile or other written
     means) of the Principal amount- of the
          Seaside Loan that Borrower desires to become (or
     continue as) a new Libor Portion,
          the desired length of the new Libor Interest
          
                                   5
                                     
                    <PAGE>
     Period on such Libor Portion and the desired date
     of commencement of the new
          Libor Interest Period.
          
          If the above conditions are met, Agent shall
     endeavor to quote to Borrower the Adjusted Libor and
          the new Libor Interest Period shall commence on
     the requested Libor Portion. Agent
          shall thereafter confirm to Borrower, in writing,
     the establishment of the new Libor
          Portion, setting forth the respective Adjusted
     Libor and Libor Interest Period.
          
          4.11 If an Adjusted Libor is not, in Agent's
     judgment, reasonably available at the time requested or
          for the Libor Interest Period requested, the
     portion of the Principal amount of this
          Seaside Revolving Credit Note then outstanding
     that would have been subject to the
          new Adjusted Libor shall bear interest at the
     Adjusted Base Rate until such time as
          (i) in Agent's judgment, an Adjusted Libor is
     reasonably available, (ii) Agent notifies
          Borrower in writing that Adjusted Libor is
     available, and (iii) Borrower confirms to
          Lender in writing its desire for such portion of
     such Principal amount to be subject
          to Adjusted Libor.
          
          5.
          
          Conversion Options.
          
          (a) Subject to the limitation contained in
     paragraph 5(b), the Borrower may elect from time to
     time
          to convert Base Rate Loans to Libor Rate Loans, or
     Libor Rate Loans to Base Rate
          Loans, by providing the Agent not less than three
     Business Days prior irrevocable
          notice of such election, specifying the amount to
     be so converted and (in the case of
          conversions from Base Rate Loans to Libor Rate
     Loans) the initial Interest Period
          relating thereto; provided, however, that any such
     conversion shall only be made on
          a Business Day and any such conversion of Libor
     Rate Loans shall only be made on
          the last day of an Interest Period with respect
     thereto. The Agent shall promptly
          provide the Participants with notice of any such
     election. The Principal portion of the
          Seaside Loan may be converted pursuant to this
     paragraph 6(a) in whole or in part,
          provided that partial conversions to Libor Rate
     Loans shall be in an aggregate
          principal amount of $250,000 or such amount plus a
     whole multiple of $250,000.
          
          (b) Notwithstanding anything in this paragraph 5
     to the contrary, no Base Rate Loan may be
          converted to a Libor Rate Loan, and no Libor Rate
     Loan may be extended as a Libor
          Rate Loan, when any Default or Event of Default
     has occurred and is continuing. In
          such event, each such Loan which is not already a
     Base Rate Loan shall be
          automatically converted to a Base Rate Loan on the
     last day of the Interest Period for
          which a Libor Rate was determined at or prior to
     the time when the Agent andlor any
          of the Participants obtained knowledge of such
     Default or Event of Default. The
          Agent shall promptly provide the Participants with
     notice of any such conversion.
          Interest on any Libor Rate Loan (before the
     applicable Libor Interest Period expires)
          and on such Base Rate Loan (after the expiration
     of the Libor Interest Period) shall
          then be payable at the Default Rate.
          
          6. Increased Costs. If any Regulatory Change
     shall, in the determination of Agent: (i) subject
     Lender
          to any tax, levy or other governmental charge with
     respect to the Seaside Loan or
          
                                   6
                                    
                    <PAGE>
     change the basis of taxation of payments by
     Borrower to Lender in respect of the
          Seaside Loan; (ii) impose, modify or hold
     applicable any reserve, special deposit or
          similar requirement against the assets of,
     deposits or other liabilities of, or for the
          account of, or similar loans or commitments by,
     Lender with respect to the Seaside
          Loan; (iii) require or expect Lender or any
     Affiliate of Lender to maintain capital in
          amounts in excess ofthose amounts it determines to
     be adequate (after taking into
          account Lender's policies as to capital adequacy);
     or (iv) impose on Lender any other
          condition with respect to the Seaside Loan or
     Lender's obligation to make the Seaside
          Loan, and the result of any of the foregoing is to
     increase the cost to Lender of making
          or maintaining the Seaside Loan or to reduce the
     amount of any sum received or
          receivable by Lender hereunder (collectively, the
     "Increased Costs"), then Borrower
          shall pay to Agent, for the account of Lender, on
     demand, from time to time, such
          additional amounts as may be necessary to
     reimburse Lender for such Increased Costs
          or to compensate Lender for such reduced amounts.
     Notice from Agent to Borrower
          of Increased Costs shall be conclusive evidence
     (except in the case of demonstrable
          error) of Borrower's obligation to pay the sums
     stated in the notice. All Increased
          Costs shall constitute additional sums payable
     with respect to the outstanding
          Principal balance due under this Seaside Revolving
     Credit Note; provided, however,
          that such sums, if characterized as interest under
     applicable law, shall not be applied
          in reduction of accrued and unpaid interest.
          
          7.
          
          Illegality or Impossibility.
          
          7.1 If, at any time, it shall become unlawful by
     reason of any Regulatory Change (or if compliance
          therewith shall make it impossible) for Lender to
     charge or collect interest on any
          Libor Portion at the corresponding Adjusted Libor
     or if by reason of circumstances
          affecting the interbank eurodollar market,
     generally, adequate and fair means do not
          or will not exist for determining any Libor
     applicable to any Libor Interest Period, or
          that such Libor, as determined by Lender, will not
     accurately reflect the cost to Lender
          of making or maintaining the Libor Portion at the
     Adjusted Libor, then, upon notice
          from Agent to Borrower: (i) all then existing
     Libor Portions shall be immediately
          terminated and the entire outstanding Principal
     balance of the Seaside Loan shall bear
          interest at the Adjusted Base Rate; (ii) Borrower
     shall pay all Prepayment Costs in
          connection with the termination of any Libor
     Interest Period; and (iii) Borrower's right
          to elect new Libor Portions hereunder shall
     terminate. However, in the event the
          Agent determines, in its sole discretion, that
     Lender may lawfully continue to maintain
          the existing Libor Portions at the applicable
     Adjusted Libor or until the expiration of
          the applicable Libor Interest Period, the notice
     from Agent shall terminate only
          Borrower's right to elect new Libor Portions
     hereunder. If, at any time after such
          notice, Agent determines in its sole discretion
     that, because of a change in
          circumstances, Libor Portions are again available
     to Borrower, Agent shall so advise
          Borrower and Borrower's right to elect new Libor
     Portions hereunder shall resume.
          
          7.2 If, at any time, it shall become unlawful by
     reason of any Regulatory Change (or if compliance
          therewith shall make it impossible) for Lender to
     enforce Borrower's obligations (or
          any of them) hereunder, then, upon notice from
     Agent to Borrower, the entire
          outstanding Principal balance of the Seaside Loan,
     together with interest thereon and
          any other amounts due Lender under this Seaside
     Revolving Credit Note or the Loan
          Documents or the Seaside Loan
          
                                   7
                                     
                    <PAGE>
     Documents, including, without limitation, any
     Prepayment Costs, shall become
          immediately due and payable.
          
          8. Application of Payments. So long as no default
     has occurred in this Seaside Revolving Credit
          Note, all payments hereunder shall first be
     applied to Prepayment Costs (if
          applicable), then to accrued and outstanding
     interest, then to Principal, and the
          remainder to costs pursuant to Section 11
     hereinafter. However, prepayments applied
          to Principal shall be applied in the manner
     described in Sections 3.2 and 4 above, as
          applicable. Upon default under this Seaside
     Revolving Credit Note, all payments
          hereunder shall be applied to sums due under this
     Seaside Revolving Credit Note and
          the other Loan Documents in such order as Lender
     shall determine in its sole
          discretion.
          
          9. Other Instruments.
          
          9.1 The Loan Documents and the Seaside Loan
     Documents provide for other and additional
          obligations of Borrower to Administrative Agent,
     Collateral Agent and Lender.
          Reference is made to the provisions of the Loan
     Documents and the Seaside Loan
          Documents for a description of the further rights
     of the Administrative Agent,
          Collateral Agent and Lender. It is expressly
     agreed that all such covenants,
          conditions, terms and agreements contained in the
     Loan Documents and the Seaside
          Loan Documents are made a part of this Seaside
     Revolving Credit Note, and this
          Seaside Revolving Credit Note is subject to such
     Loan Documents and Seaside Loan
          Documents. An Event of Default under any one or
     more of the Loan Documents or
          the Seaside Loan Documents, or both, shall
     constitute an Event of Default under this
          Seaside Revolving Credit Note.
          
          9.2 Participation Interests. The term
     "Participation Interests" as used in the Loan Agreement
     shall,
          with respect to this Seaside Revolving Credit
     Note, mean the Participants' interests
          in the Seaside Loan, expressed as a percentage of
     the Seaside Loan, and shall be part
          passu (in the relative proportions of the
     Participation Interests) as to all obligations
          to make Advances and rights to receive payments,
     whether of principal and interest
          or fees and other charges. The Participants shall
     be bound by the provisions of the
          Loan Agreement with regard to the relationship
     among them and with the Collateral
          Agent and Administrative Agent.
          
          10. Place of Payment. All payments hereunder shall
     be made at Agent's offices at Credit Lyonnais
          Building, 1301 Avenue ofthe Americas, New York,
     New York 10019, or such other
          place as Agent may from time to time designate in
     writing.
          
          1 1. Default.
          
          11.1 If(except as to all payments of Principal and
     all other sums due hereunder on the Maturity Date,
          which sums shall be paid in full on that date
     without a cure period) any payment of
          interest due hereunder is not paid within five (5)
     days of its due date, or if any other
          payment due under any Loan Document or Seaside
     Loan Documents is not (subject
          to applicable notice and cure) paid as and when
     due, or if any Event of Default, as
          such term is defined in any of the Loan
          
                                   8
                                    
                    <PAGE>
     Documents, occurs, or if any obligation of
     Borrower hereunder or under any of the
          Loan Documents or Seaside Loan Documents is not
     fully performed, then this Seaside
          Revolving Credit Note shall be in default. While
     the Seaside Revolving Credit Note
          is in default, sums due hereunder shall bear
     interest, and Lender shall automatically
          be entitled to collect interest, at an annual rate
     of interest equal to the lesser of: (i)
          three percent (3%) per annum over the Adjusted
     Rate; and (ii) the maximum rate of
          interest permitted by law from time to time (the
     "Default Rate").
          
          a_ ~ Lender shall not be required to accelerate
     payment of principal under this Seaside Revolving
          Credit Note in order to be able to be paid the
     Default Rate.
          
          11.2 In addition to constituting a default under
     the Loan Documents and Seaside Loan Documents, a
          default hereunder shall also be deemed a default
     under all notes, obligations, liabilities
          and agreements of Borrower to, with or for the
     benefit of Lender (or to, with or for the
          benefit of any of Lender's affiliates), whether
     now existing or hereafter arising and a
          default under any note, obligation, liability or
     agreement of Borrower to, with or for
          the benefit of Lender (or to, with or for the
     benefit of any of Lender's affiliates),
          whether now existing or hereafter arising, shall
     be deemed a default under this Seaside
          Revolving Credit Note.
          
          11.3 Upon default under this Seaside Revolving
     Credit Note, unless maturity of this Seaside
          Revolving Credit Note has already been accelerated
     under any of the Loan Documents
          or Seaside Loan Documents, the Administrative
     Agent or the Collateral Agent, at its
          option, may declare the entire unpaid Principal
     balance of this Seaside Revolving
          Credit Note, together with accrued and unpaid
     irderest, to be immediately due and
          payable without notice or demand. Notwithstanding
     anything to the contrary contained
          in this Seaside Revolving Credit Note, following
     default, the entire unpaid Principal
          amount of this Seaside Revolving Credit Note
     (whether or not same has been
          accelerated) shall bear interest at the Default
     Rate. In the event of acceleration of
          maturity of this Seaside Revolving Credit Note,
     Agent may, in its sole discretion, also
          terminate any Libor Portions, in which event
     Borrower shall also pay all Prepayment
          Costs resulting from such termination.
          
          11.4 In addition to payments of interest and
     Principal, if there is a default under this Seaside
          Revolving Credit Note, the Administrative Agent,
     Collateral Agent, or Lender, or all
          three, shall be entitled to recover from the
     Borrower all of the Administrative Agent,
          Collateral Agent and Lender's costs of collection
     or enforcement or attempted
          enforcement of this Seaside Revolving Credit Note,
     any of the Loan Documents or
          Seaside Loan Documents, or all thereof, as well as
     those arising as a result of such
          default, including the Administrative Agent,
     Collateral Agent and Lender's reasonable
          attorneys' fees and disbursements, paralegals'
     fees, legal assistants' fees and
          consultants' fees (whether incurred in connection
     with any judicial, bankruptcy,
          reorganization, administrative, appeals or other
     proceedings and whether such fees or
          expenses arise before proceedings are commenced or
     after entry of any judgment), and
          all other costs incurred in connection therewith.
          
          12. Late Charge. A late charge of five percent
     (5%) of any payment required hereunder shall be
          *mposed on each and every payment not received by
     the Agent within ten (10) days
          after
          
                                   9
                                     
                    <PAGE>
     it is due. The late charge is in addition to any
     *merest required to be paid at the
          Default Rate and is not a penalty, but liquidated
     damages to defray administrative and
          related expenses due to such late payment. The
     late charge shall be immediately due
          and payable and shall be paid by the Borrower to
     the Agent without notice or
          demand. This provision for a late charge is not
     and shall not be deemed a grace
          period, and Agent has no obligation to accept a
     late payment. Further, the acceptance
          of a late payment shall not constitute a waiver of
     any default then existing or
          thereafter arising under this Seaside Revolving
     Credit Note.
          
          13. Waivers. The Borrower and any endorsers,
     sureties, guarantors, and all others who are, or may
          become liable for the payment hereof, severally:
     (a) waive presentment for payment,
          demand, notice of demand, notice of non-payment or
     dishonor, protest and notice of
          protest of this Seaside Revolving Credit Note, and
     all other notices in connection
          with the delivery, acceptance, performance,
     default, or enforcement of the payment
          of this Seaside Revolving Credit Note; (b) consent
     to all extensions of time,
          renewals, postponements of time of payment of this
     Seaside Revolving Credit Note
          or other modifications hereof from time to time
     prior to or after the Maturity Date
          hereof, whether by acceleration or in due course,
     without notice, consent or
          consideration to any of the foregoing; (c) agree
     to any substitution, exchange,
          addition, or release of any of the security for
     the indebtedness evidenced by this
          Seaside Revolving Credit Note or the addition or
     release of any party or person
          primarily or secondarily liable hereon; (d) agree
     that neither the Administrative Agent
          nor Collateral Agent nor Lender shall be required
     first to institute any suit, or to
          exhaust its or their remedies against the
     undersigned or any other person or party
          liable hereunder or against the security in order
     to enforce the payment of this Seaside
          Revolving Credit Note; and (e) agree that,
     notwithstanding the occurrence of any of
          the foregoing (except by the express written
     release by Agent of any such person),
          the undersigned shall be and remain, jointly and
     severally, directly and primarily
          liable for all sums due under this Seaside
     Revolving Credit Note.
          
          14. Miscellaneous Provisions.
          
          14.1 Subject to applicable notice and cure
     periods, time is of the essence with respect to each
     and
          every covenant, agreement and obligation of
     Borrower under this Seaside Revolving
          Credit Note and the other Loan Documents and
     Seaside Loan Documents.
          
          14.2 The captions of sections of this Seaside
     Revolving Credit Note are for convenience of
          reference only, and shall not affect the
     construction or interpretation of any of the
          terms and provisions set forth in this Seaside
     Revolving Credit Note. The singular
          shall include the plural and the plural the
     singular, as the context provides.
          
          14.3 Borrower and its general partner shall be
     jointly and severally liable hereunder. Borrower's
          limited partners shall not be personally liable
     for repayment of principal, interest or
          "Prepayment Costs" under this Seaside Revolving
     Credit Note.
          
                                  10
                                    
                    <PAGE>
     14.4 This Seaside Revolving Credit Note shall be
     construed, interpreted, enforced and governed by
          and in accordance with the laws ofthe State of
     Florida and with federal law, in the
          event federal law permits a higher rate of
     interest than Florida law.
          
          14.5 If any provision or portion of this Seaside
     Revolving Credit Note is declared or found by a court
          of competent jurisdiction to be unenforceable or
     null and void, such provision or
          portion thereof shall be deemed stricken and
     severed from this Seaside Revolving
          Credit Note, and the remaining provisions and
     portions thereof shall continue in full
          force and effect.
          
          14.6 This Seaside Revolving Credit Note may not be
     amended, extended, renewed or modified
          except by instrument in writing executed by an
     authorized officer of Agent and by
          Borrower, including its general partner, nor shall
     any waiver of any provision hereof
          be effective except by an instrument in writing
     executed by an authorized of fleer of
          the Agent. Any waiver of any provision hereof
     shall be effective only in the specific
          instance and for the specific purpose for which
     given. This Seaside Revolving Credit
          Note is entitled to all benefits accruing to Agent
     and Lender under the Loan
          Documents and Seaside Loan Documents.
          
          14.7 This Seaside Revolving Credit Note may be
     executed in any number of duplicate originals, and
          each such duplicate original shall be deemed to
     constitute but one and the same
          instrument.
          
          15. Waiver of Counterclaims. Borrower and its
     partners hereby waive the right to impose, in any
          action with respect to this Seaside Revolving
     Credit Note, the Loan Documents or the
          Seaside Loan Documents, any counterclaim (except
     mandatory counterclaims) or to
          have any such action consolidated with any other
     or separate suit, action or
          proceeding. Nothing herein contained shall prevent
     or prohibit Borrower or its
          partners from instituting or maintaining a
     separate action against Lender with respect
          to any asserted claim.
          
          16. Amendment of Existing Seaside Note and Advance
     Note: Conflict. This Seaside Revolving
          Credit Note amends, consolidates and restates the
     terms of the Existing Seaside Note
          and the Advance Note, but is not given in payment
     or satisfaction of any or all of the
          Existing Seaside Note or the Advance Note, and
     does not extinguish the indebtedness
          represented thereby. In the event of a conflict
     between the terms of this Seaside
          Revolving Credit Note and the terms of the
     Existing Seaside Note or the Advance
          Note, or any of them, the terms of this Seaside
     Revolving Credit Note shall control.
          
          17. CLNY as Administrative Agent for Lender.
     Borrower acknowledges that CLNY, which, together
          with Barnett and FINOVA, constitutes Lender,
     serves as Administrative Agent for
          Lender hereunder pursuant to the Loan Agreement.
     CLNY, as Administrative Agent,
          shall have the right to take all actions and
     exercise all rights on behalf of, for the
          account of and in the name of Lender under this
     Seaside Revolving Credit Note and
          all of the Loan Documents and Seaside Loan
     Documents and Borrower shall accept
          such actions and performance by Administrative
     Agent as authorized on behalf of, for
          the account of and in the name of Lender. In the
     event CLNY shall
          
                                   11
                                     
                    <PAGE>
     assign its rights as Administrative Agent, at its
     option it shall thereafter be relieved
          of any further responsibility under this Seaside
     Revolving Credit Note and the Loan
          Documents and Seaside Loan Documents. All
     covenants, agreements,
          representations, warranties, indemnifications,
     obligations and performances of
          Borrower or others to Lender under the Seaside
     Loan, this Seaside Revolving Credit
          Note and the Loan Documents and Seaside Loan
     Documents shall also be deemed
          to run to, benefit, include and be enforceable by
     Administrative Agent.
          
          18. CLNY as Collateral Agent for Lender. Borrower
     acknowledges that CLNY, which, together
          with Barnett and FINOVA, constitutes Lender,
     serves as Collateral Agent for Lender
          hereunder pursuant to the Loan Agreement. CLNY, as
     Collateral Agent, shall have
          the right to take all actions and exercise all
     rights on behalf of, for the account of and
          in the name of Lender under this Seaside Revolving
     Credit Note and all of the Loan
          Documents and Seaside Loan Documents and Borrower
     shall accept such actions and
          performance by Collateral Agent as authorized on
     behalf of, for the account of and
          in the name of Lender. In the event CLNY shall
     assign its rights as Collateral Agent,
          at its option it shall thereafter be relieved of
     any further responsibility under this
          Seaside Revolving Credit Note and the Loan
     Documents and Seaside Loan
          Documents . All covenants, agreements,
     representations, warranties,
          indemnifications, obligations and performances of
     Borrower or others to Lender
          under the Seaside Loan, this Seaside Revolving
     Credit Note and the Loan Documents
          and Seaside Loan Documents shall also be deemed to
     run to, benefit, include and be
          enforceable by Collateral Agent.
          
          19. WAIVER OF TRIAL BY JURY. LENDER,
     ADMINISTRATIVE AGENT, COLLATERAL
          AGENT, AND BORROWER HEREBY KNOWINGLY, IRREVOCABLY,
          VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY
     MAY
          HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,
     PROCEEDING
          OR COUNTERCLAIM BASED ON THIS SEASIDE REVOLVING
     CREDIT
          NOTE, OR ARISING OUT OF, UNDER OR IN CONNECTION
     WITH THIS
          SEASIDE REVOLVING CREDIT NOTE OR ANY LOAN DOCUMENT
     OR
          SEASIDE LOAN DOCUMENT, OR ANY COURSE OF CONDUCT,
     COURSE
          OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
     OR
          ACTIONS OF ANY PARTY HERETO OR TO ANY LOAN
     DOCUMENT OR
          SEASIDE LOAN DOCUMENT. THIS PROVISION IS A
     MATERIAL
          INDUCEMENT FOR LENDER, ADMINISTRATIVE AGENT,
     COLLATERAL
          AGENT AND BORROWER AND ITS RESPECTIVE PARTNERS
     ENTERING
          INTO THE SUBJECT LOAN TRANSACTION.
          
                                  12
                                    
                    <PAGE>
        THE PROPER FLORIDA DOCUMENTARY STAMP TAX HAS
     BEEN PAID ON THIS
          SEASIDE REVOLVING CREDIT NOTE AND EVIDENCE OF SUCH
          PAYMENT APPEARS ON THE MORTGAGE SECURING THIS
     SEASIDE
          REVOLVING CREDIT NOTE.
          
          Signed, sealed and delivered in the presence of:
          
                                .'"~. ~
                                     
          By
          
          STATE OF FLORIDA
          
           D
          COUNTY OF '~
          
              )  SS:
          
          BORROWER:
          
          SOUTH SEAS PROPERTIES COMPANY LIMITED PARTNERSHIP,
     an Ohio
          limited partnership
          
            By: 1 Resorts, L.C., a Florida limited liability
                                     
                       c imp - ,qts General Partner    l
          
          Byes . ,
          
          Robert M. A, Manager J
          
          The foregoing instrument was acknowledged before
     me this NO tot day of May, 1997, by Robert M.
          Taylor, as Manager of T&T Resorts, L.C., general
     partner of South Seas Properties
          Company Limited Partnership, an Ohio limited
     partnership, on behalf of the
          partnership. He is personally known to me or
     produced his Florida driver's license
          as identification.
          
                              
     H:\uscrs\wp\credit\ss~od.5\documts\revnotc.cn5:5.23.97:daz    1 3
          
          47c~ ~ t;~e~
          
          Notary Public, State of Florida at Large
          
          My Commission Expires: :'.8r~ .~. MiCoMM SIN ~ CC
     307~0 |
          
                   --,-   EXPll2ES: August 12, 1997     1