THIRD AMENDMENT (PLANTATION VIEW) TO
,KMENDED AND RESIAT-EL), LO,

ENT



THIS THIRD AMENDMENT (PLANTATION VIEW) TO AMENDED AND 
RESTATED
LOA- I AGREEMENT (this "Third Amendment"), dated as of the 
@C)day of March, 1998, mod'fies

-                         
I

and an -,nds that certain AMENDED AND RESTATED LOAN AGREEMENT 
dated as of SeptemLer 26, 1996, as amended by First Amendment 
(Seaside) to Amended and Restated Loan Agreemei,t dated as of 
May 30, 1997 (the "First Amendment"), and Second Amendment 
(Capital Improvem,Tit) to Amended and Restated Loan Agreement 
dated as of February 27, 1998 (as so amended al I as same may 
be amended from time to time, 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"), Bamett Bank, N.A., a national 
batiking association, formerly known as Bamett Bank of Lee 
County, N.A. ("Barnett") and FINOVA Capital Corporation, a 
Delaware corporation fon-nerly known as Greyhound Financial 
Corporation ("FINOVA") (each of CLNY, Bamett 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 terrn 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 Collat--ral Agent or Administrative Agent, CLNY or such 
successor or assip 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 Flon'da limited partnership ("MSSP"), South Seas 
Resorts Company Limited Partnership, a Flon'da 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 
ten-n 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).



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



RECITALS:

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



B.	SSPC desires to acquire a shopping center known as 
Plantation View Shopping Center, located in Lee County, 
Florida, consisting of approximately 9,233 square feet of gross 
leasable building area (hereinafter defined as "Plantation 
View").  The legal description of Plantation View is more 
particularly set forth on "A" attached hereto and made a part 
hereof



C.	Borrower has requested that Lender make a term loan 
to Borrower in the original principal amount of Two Million One 
Hundred Eighty Thousand and No/100 Dollars ($2,180,000.00) (the 
"Plantation View Loan") as part of SSPC's acquisition of 
Plantation View.  The Plantation View Loan will be evidenced by 
a terrr. note, a first mortgage and security agreement and 
related security documents (collectively, the "Plantation View 
Loan Documents").  In connection with the Plantation View Loan, 
all representations, warranties and covenants of Borrower in 
the Loan Documents shall hereafter apply to Plantation View.  
All entities constituting Borrower shall continue to be jointly 
and severally obligated for all sums evidenced by the Loans and 
shall become jointlyand severally obligated for all sums 
evidenced by the Plantation View Loan.



D.      Lender has agreed to make the Plantation View Loan on 
the terms and subject to the
conditions set fo,-th below.



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



TERMS

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



2.	Princil2al Balance of the Loans and the Seaside 
Loan: Borrower confinns and acknowledges that, as of March 3, 
1998, the outstanding principal balance of the Loans is 
$63,600,000.00, and the outstanding principal balance of the 
Seaside Loan (as defined in the First Amendme,.it (Seaside) to 
Amended and Restated Loan Agreement) is $3,500,000.00, and that 
all such amounts are due Lender free and clear of all claims, 
demands, setoffs, defenses or counterclaims.



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



4.	Amendments to Loan Aueement Rei4ardini4 Plantation 
View: The Loan Ageement is hereby amended as follows to 
effectuate the addition of Plantation View 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 "FINOVA Loan", 
as further defined hereinafter) secured by a mortgage (the 
"FINOVA Mortgage", as further defined hereinafter) on the 
"Radisson" (as hereinafter defined).  As of January 1, 1997, 
Bamett 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).  SSPC has acquired the Plantation View 
Shopping Center (the "Plantation View Transaction") (the 
Initial Transaction, the Modified Transaction, the FINOVA 
Transaction, and the Seaside Transaction, 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:

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- I " attached hereto.  MS SP 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"), "A-8" ("Seaside Inn") and "A-9" ("Plantation 
View") attached hereto (South Seas Plantation, Sundial, and 
Dunes are, hereafter, collectively referred to as the "Modified 
Land"; Sanibel Inn, Best Westem-Sanibel, Song of the Sea and 
the Radisson are, hereafter, collectively referred to as the 
"New Land"; the Modified Land, the New Land, Seaside Inn and 
Plantation View are hereinafter referred to collectively as the 
"Land").



(c)	The definition of "Assets" in Section 1.8 is 
hereby amended to include all property now or hereafter owned 
by Bor-rower, including, without limitation, those items 
described therein consisting of, or related to, Plantation 
View.



(d)     Section 1.53 is hereby amended to add those items 
described therein
consisting of, or relating to, Plantation View, to the list of 
Improvements included in such definition.



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The Plantation View Improvements are generally described on 
Exhibit "B" attached hereto and made
a part hereof



(e)	Section 1.88 (definition of "Outstanding Loan 
Amount") is hereby amended to add the phrase "and the Term Note 
(Plantation View) dated as of March .30, 1998" before the 
phrase "at such time."



(f)	Section 1.100 is hereby amended to add 
Plantation View, as well as any developments and properties 
acquired by Borrower after the date hereof with proceeds of the 
Revolving Credit Loan or through application of Section 1 1. 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.



(g)     Paragraph 1. 125 is hereby arnended to add the 
following survey to the list of



surveys:



(i)	Boundary Survey for Plantation View Shopping Center 
Commercial Condominium located on lots 4, 5 and 6 
unrecorded Chadwick's addition to Gulfview in Section 26, 
Township 45 South, Range 21 East, Captiva Island, Lee 
County, Florida, dated February 26, 1998, prepared by 
Johnson Engineering Inc. and identified as Project No. 
21893, as revised.



(h)    The following new definitions are added in 
Article 1:
" Plantation View Closiny- Date" shall mean the date of 
this Third Amendment.
"Plantation View" shall have the meaning given in the 
Recitals.
"Plantation View Loan" shall have the meaning given in 
the Recitals.
(i)    Section 3.23 is hereby amended to add the 
following:
As of the Plantation View Closing Date, Borrower has not 
received any other
financing for the Project or any portion thereof that has not 
been satisfied.



0)     Section 3.25 is hereby amended to add the following to 
the list of
environmental site assessments listed in that Section:



 ...  (i)    The Phase I Environmental site assessment of 
Plantation View dated
February 2, 1998, prepared by Missimer Intemational, Inc.



ti-@    Section 3.41 is hereby arnended to add 
Plantation View to the list of properties
k-i
owned by SSPC.



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(1)     The following is hereby added as Section 3.57:



 ...     3.57   Plantation View Loan as Pennitted Real Prol2erty 
Indebtedness.  The
Plantation View Loan, and the value and financial condition of 
Plantation View, meet, in all

respects, the requirements of the definition of "Permitted Real 
Property Indebtedness" described in the Indenture, such that: 
(i) the Plantation View Loan constitutes "Permitted Real 
Property Indebtedness" under the Indenture and; (ii) the 
Plantation View Loan is a part of the "Senior Indebtedness" and 
the "Designated Senior Indebtedness" described therein.  The 
obligations of Borrower under the Plantation View Loan are 
being incurred to acquire the real property and related 
tangible and intangible personal property, fixtures and 
improvements constituting Plantation View.  Borrower is in full 
compliance with the requirements of the Indenture as to the 
incurring of such Permitted Real Property Indebtedness in such 
a manner as does not violate the terins of the Indenture.  
Borrower and Lender acknowledge that, in order to qualify as 
"Permitted Real Property Indebtedness" under the Indenture, the 
Plantation View Loan is to be secured exclusively by a 
mortgage, deed of trust, security agreement or assignment, or 
other lien or charge against the Plantation View real property 
and/or improvements thereon (and/or any personal property 
(tangible or intangible) and fixtures relating thereto 
(collectively, the "Plantation View Assets").  Borrower and 
Lender agree that, notwithstanding anything to the contrary 
contained in the Plantation View Loan Documents, the Plantation 
View Loan shall be secured only by the Plantation View Assets.



(m)	A new section 6.37 is hereby added, to read as 
follows:

6.37	Satisfaction of Oblii4ations/Sale of 
Assets/Termination of Security Interests.  Borrower agrees that 
it shall not be permitted to satisfy and pay in full any of the 
Obligations relating to South Seas Plantation, or sell, assign 
or convey South Seas Plantation (or any interest therein), or 
request that Lender terminate (in full or in part) the secuiity 
interests or liens otanted by Borrower to Lender relating to 
South Seas Plantation pursuant to the Loan Agreement, the 
Mortgage, the Security Agreement or the other Security 
Documents if, after such satisfaction and payment, any amounts 
or Obligations would remain unpaid, outstarding, or unfulfilled 
under either the Plantation View Loan or the Seaside Loan, or 
both.



(n)	Section 8.3 is hereby amended to add a 
representation by Borrower that, based upon payment of 
documentary starnp taxes and intangible taxes concurrently 
herewith, no additional documentary stamp or intangible taxes 
are due and payable on the amount of the Plantation View Loan, 
and an agreement by Borrower that if any taxes should become 
payable in connection with the Plantation View Loan, the 
provisions of Section 8.3 containing Borrower's agreement to 
pay such taxes shall apply to any such taxes.



(o)    The following is hereby added to Section 7.l:

 ... (v) Default under Plantation View Loan.  SSPC shall 
be in default of any covenant, agreement or obligation under 
the Plantation View Loan or any of the Plantation View Loan 
Documents.



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4a. Satisfaction of Requirement to Amend Indenture.  
Pursuant to the First Amendment, Borrower undertook to amend 
certain definitions set forth in the Indenture, as provided 
therein, and has amended the Indenture in the manner set forth 
in the First Supplemental Indenture dated as of February 27, 
1998 (the "First Supplemental Indenture"); however, and 
notwithstanding the First Supplemental Indenture: (i) Borrower 
and Lender agree that the provisions of the First Amendment and 
the Seaside Consolidated, Amended and Restated Revolving Credit 
Note which provide for the commencement of principal 
amortization in the event the amendment of the Indenture has 
not been effected within a certain period of time shall remain 
in force and effect and such pn'ncipal amortization shall 
commence, and principal paymen' s shall be made, on the dates 
provided therein; and (ii) because the amendments effected by 
the First Supplemental Indenture do not pennit the Seaside Loan 
to be consolidated with the Revolving Credit Loans, such 
consolidation shall not take place.



5.	Modification of Seaside Loan Documents.  Borrower 
agrees that, within a reasonable time period, not to exceed 
sixty (60) calendar days after the effective date of this Third 
Amendment, it will execute such documents as Lender shall deem 
necessary or desirable to modify the documents evidencing the 
Seaside Loan to add, as collateral security for the Seaside 
Loan, all such tangible and intangible personal property and 
fixtures as contemplated by and permitted under the Indenture 
as amended by First Supplemental Indenture.



6.	Exhibits.  The exhibits and schedules to the Loan 
Agreement are hereby amended as

follows:



(a)	A new Exhibit A-9 to the Loan Agreement ("Plantation View 
Legal Description") is added in the fon-n of Exhibit A 
hereto.
(b)	Exhibit B to the Loan Agreement ("Improvements") is 
hereby amended as set forth in Exhibit B hereto to add 
Plantation View.
(c)	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 Agre(@ment ("Budget") is hereby 
amended to add Plantation View.



7.	Particil2ation Interests.  The Participants' 
interests in the Plantation View Loan, expressed either as a 
sum in Dollars or as a percentage of the sum of the Plantation 
View Loan commitment, shall be as set forth on Exhibit D 
attached hereto, as same may be amended by the Participants 
from time to time.  The Participants shall be bound, for 
purposes of the Plantation View Loan, by all provisions bf the 
Loan Agreement with regard to the relationship among them and 
with the Collateral Agent and the Administrative Agent.



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8.     Conditions to Effectiveness: The parties' obligations 
hereunder shall be contingent
on the satisfaction of the following conditions on or prior to 
the Plantation View Closing Date:



(a)	execution by Borrower and delivery to Lender of an 
officer's certificate in the forrn attached hereto as 
Exhibit E certifying that the Plantation View Loan meet, 
in all respects, the requirements of the definition of 
Perrnitted Real Property Indebtedness described in the 
Indenture as amended by First Supplemental Indenture 
dated as of Febr-uary 27, 1998, and certifying complianc-
- with the requirements of the Indenture as to the 
incurring of such Permitted Real Property Indebtedness in 
-.uch a manner as does not violate the tenns of the 
Indenture.
(b)	execution of the documents specified in the Plantation 
View Loan closing checklist provided to the parties; and
(c)	receipt and approval by Lender of the legal opinions 
specified in the Plantation View Loan closing checklist.



9.	Fees and Exl2enses: Borrower shall pay all of 
Lender's counsels' fees and costs incurred in connection with 
the preparation of this Third Amendment and Lender's counsel's 
review of any documentation relating to the Plantation View 
Loan.



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



Affin-nation 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 Third 
Amendment) agree that execution of this Third 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 Plantation View 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 agee 
that the affirmations, acknowledgments, waivers and discharges 
contained in this Section are a material inducement for Lender 
to enter into this Third Amendment.



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12.	Florida Law, Invalidity, Entire A2reement, 
Interpretation: This Third Amendment shall be govemed by 
Florida law.  This Third 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 Third 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 Third Amendment.  This Third 
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.



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



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



BORROWER:

SOUTH SEAS RESORT LIMITED PARTNERSHIP,
an Ohio limited partnership



By: SAN-CAP
liability co



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By:



Resort, L.C., a Florida limited
 . its General Partner



Robert M. T lor, Manager

SOUTH SEAS PROPERTEES CONEPANY LMTED
PARTNTERSHIP, an Ohio limited partnership



By:     T&T Reso!ls, L.C., a Florida limited liability



company



By:



1 General Partner



Robert M. Taylor, Manager



MARCO SSP, LTD., a Florida limited partnership



By:    Marco SS



By:



c., its General Partner



Robert M. Ta



lor, Chairman



SOUTH SEAS RESORTS COMPANY LIMITED
PARTNERSHIP, a Florida limited partnership



By:	S.S. Resort        gement, L.C., a Flon'da limited li        
mpany, its General Partner



By:



Robert M. T



lor, Manager



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



By:	S.S. Resort limited li



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9



By:



Robert



anagement, L.C., a Florida
ompany, its General Partner



 . Taylor, Manager

COLLATERAL AGENT, ADMINISTRATIVE
AGENT AND PARTICIPANT:



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



By:
Name:
Title:



OTHER PARTICIPANTS:

BARNETT BANY,, N.A. a national banking
association



By:
Name:
Title:



FINOVA CAPITAL CORPORATION, a Delaware
corporation



By:
Name:
Title:



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an

I 0

SOUTH SEAS RESORTS COMPANY LIMITED
PARTNERSHIP, a Florida limited partnership



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



By:
Robert M. Taylor, Manager



SAFETY HARBOR MANAGEMENT COMPANY,

LTD., a Flon'da limited partnership



By:	S.S. Resort Management, L.C., a Flon'da I'm'ted I'ab'lity 
company, its General Partner

1	1 1 1



By:
Robert M. Taylor, Manager



COLLATERAL AGENT, ADMINISTRATIVE
AGENT AND PARTICIPANT:



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



By
Na
Title:



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I 0

OTHER PARTICIPANTS:



BARNETT BANK, N.A. a national banking
association



nt-

Title:	Sr.  Vice President



FINOVA CAPITAL CORPORATION, a Delaware
corporation



By:
Name:
Title:



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OTHER PARTICIPANTS:

BARNETT BANK, N.A. a national banking
association



By:
Name:
Title:



FINOVA CAPITAL CORPOPATION, a Delaware
corporation



z @A



By:
Nar
Title:	N.11CF: PRF-SIDENT



Title:        N.11CF: PRF-SIDENT



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I 1

JOINDER TO THIRD AMENDMENT



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



ALLEN G. TEN BROEK



ERT TAYLOR



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I 1

EXHIBIT A
TO THIRD AMENDMENT



EXHIBIT "A-9"



PLANTATION VIEW LEGAL DESCRIPTION



ATTACHED



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12

Commonwealth



FXHTRTT A



Commitment No.: 864-458553

F,i, 1. (- No - : M7 6.3 8 8 R



PAP,('F.T) 1 ,

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DFGRFFQ 551201, W AT,ON(-, THF FA,3TFRT.,Y BOTINT).ARY OP IATn 
I)AN'DQ FOR 1.83.30 FFFT TO A, ('ONCRF.TF, MONIJMFNT AT TtiF 
TNTFRQFCTTON WT'.i"H THF.  NORTHFA'.qTFRT.Y T.TNF, OF VACATFJ) 
StTtq';FT NRTVF Al,; SHOWN ON THF liNRFCORDFD P.T.,AT OF 
C14ADWTCK'S AT)DTTTON TO C,,13T.,FVTFW; 'PHFj\:CF Rr.)N @ 18 
T)FC7RFF,@9 4,1.'40" W PFRPFNDTCliLAR TO SATD NORTHEASTFRT,Y 
T,TNF FOR 5.00 FFET TO A CONCRFTF MONT

 .;MF.NT AT T14F, T.NTF-R,9FCTTON WTTH THF NORTHF.ASTFPT,V 
T.TNF, OF VACATFD S N T DRTVF AS SHOWN ON THF PT.,AT OF CAPTTVA 
BEACH RFCORDFD TN PT,AT BOOK 7 AT PAGF, 73 OF S.ATD PTIET,TC 
RFrORr).9; TfiFN(F (-ONTTNIJF q 1,9 IDPCR.F.FS 41.140" W FOR 
10.00 FFET TO TiiF CFNTFRT,TNE OF VACATFT) ',913NqFT DR.TVF. AS 
RFCORT.)FD TN OFFTCTAL, RFCOROQ 'ROOK I..'iOl AT PA.(',F 725 OF 
T14F PT.JSI.,TC RF.C(.)Rr),S OF T.,FF, rO@.J.NTY,, T.HF@IV('F. 
S 71.  DFC,,RFFS 18120" P AT,ON('. qATn (,P.NTFRT.,TNF, FOR 86-
12 FFFT; THENCF N i 8 NFC.RF.PS 41 '40" F FOR 19 - 58 FFFT; 
THFNCF N 71 T.)FrRFF.S 1 8'7,0" W FOR 74.00 FEET; THENCF N 02 
DFGRFFS 5@)'20" F FOR I-'3.00 PPFT; THENCF@ .9 86 nF,r@P,F.Fq 
 .92"17" F FOR 42,,56 FPFT; T14F.N(F S 03 'DFC,RFFS 07,23" W FOR 
6.57 FEFT; THENCF S 86 DF(7RFF@.9 52'37" F FOR 88.92 FFFT TO 
TfiF WFST T,TNF OF S.ATD DFF,T) PARCFT., RECORT)FD TN 
OFFTC'T.AT., RFCOR09 ROOI< 1555 AT PAGF. 1586; THFIV'('.F N 02 
DERTRFFS 55'20 F AT,ONR, THR WFQT T@TNF OP ';ATI) PAR(FT, FOR 
1.1-5.44 FF-FT To THF POTNT OF BFCTNNTNC,.



N
    
g
RPARTNGS MFNTTONFD A.RF PT.,ANF, (-OORDTNATF.S FOR THF 
FT.,ORTT)A W ' F,,9 T 7, 0. F, A,

RFFFRRNCFD TN PRFVTOTJS CONVEYANCFS WTTH TTIF SOt;Tl4FRLY 
I.,TNE OF CAPTTVA
ORTVF S.W. AS BEARTNG N 71 DFGRFFS 18'2011 W.



COXTTNTJFD ON NFXT PA(7F

Commonwealth



PAR('FT, 2:



A PARCIFT, OF T.@AND T,,YTNG TN SFCTTON 26, TOWNSHTP 4) 
SOI]Tli, RAINGF 23 FA@';T,
 .T,,FF ROT;NTY, FT.@ORTDA, WHTCH PARCFT, T-, DF-,CRTBFr) AS 
FOT.,T,,OWq:



FROM THE NORTHWFST CORNFR OF T,,OT 70 TN F.A. I-,ANF,'S 
'3FCONr) ',qt,)BT)TVIS,ION OF .RAYVTFW, ACCOROTNC, TO Ti4F MAP 
OR PT,.AT TfiFRFOF RF('ORDFr) -TN PLAT BOOK 3 AT PAGF 75 OP 
T14F PTIRT,T(' RFC'ORT)c: OF T,FF CO[INTY, RTIN WEST FOR 30 
F,FET TO T.TIF WF.'3T I.,TNF OF CAPTTVA DRTVF, SOIJTHWFST, 
FORMFRT.,Y MIJN.@ON c;TRFF.'T; THENCE RI)N NORTH 02 DEGRFFS 55' 
20" FAST AT,ONC, THF WEST T,TNF OF SATO STRFFT FOR 283 FEFT TO 
AN INTERSECTTON WTTH THF SOI;THWF',3TF.RT,Y T.,TNF OF SATD 
C.A,PTTVA. DRTVF, 90@ITHWF,ST, FORMFRLY BTNDER AVFNTJF; THFNCF 
RIJN NORTH 71 T)FC.,PFFS 18' 20" W.F,ST AT.,ONC-; SATD 
$Ot@THWFSTFRI.-Y T.,TMF, FOR 760.25 FFET TO A CONC.RFTE 
MONlljME.NT AT THP NORTHWFSTFRT.,Y CORtqF.R OF T,ANDQ CONVFYFN 
BY DFFD RFCORDFD TN OFF.TC-YAT., RF.CoRnS BOOK 1555 AT PANP 
1586 OF SATO P13RT,TC RPCORDS; THFNCF, CO;'4TT,Nl.)F NORTS 71 
DEGRFFS IS' 20" WEST AT,ONG SATD S017TIiWESTFRT,,Y T.,TNF FOR 
1.50.00 FFF,T TO THF, NORTHF.ASTFRLY ('ORNER OF T-ANT)S 
CONVF@YFD BY DFFI) RFCORT)FT) TN OFFTOTAT, RECOROS ROOK 917 AT 
PAGR 609 OF RATD PTYST,TC RFCOROS; THENCF RUN @qOtITT4 02 
DEGREES 55' 20" WFc3T A@,ON(7 THF, FASTFRTY 13OIJNDARY OF qATT) 
T,ANDS FOR 183.30 FFFT TO A CONCRFTF MONTIMFNT AT THE 
TNTERSECT.I'Ojlq WTTH TfiE NORT.HEASTFRI@Y T,TNF OF VA(ATPN 
13IJNqF.T T)RTVF, AS SfiOWN ON THF TINRP O

(I 
R.DFT
) 
P.T.I
AT
OF CHA.DWTCK'S ANDTTTON TO (,TIT,FVTFW, TfiFNCF, SOIJTH .1.8 
T)FGREFS 41.' '40" WEST PFRPFNnTCtJT,AR TO SATD NORTHFASTFRT.,Y 
T,TNF FOR 5.00 PFFT TO A CONCRETE MONIJMFNT AT THE TNTERSECTTON 
WTTH THF NORTHEASTERT,Y 1,TNF.  OF VACATFD q[JNSFT DRTVF Aq 
SHOWN ON THF.  PT,AT OF CAPTTVA RFACH RFCORI)FR) TN PI)AT B.OOK 
7 AT , PAGF 73 OF SATD PT]BT,TC RFCORT)S; 'PHF@'qCF CONTTNUF, 
SOI]TH IS DFCRFFI@3 41.' 40" WEST FOR 10.00 FFET TO T14F 
CFNTERT.TNF OF VACATED '.;TJNSFT R)RTVP Aq RF,(-,ORT)Fj) TN 
OFFTCTAT, RECORDS BOOK 1301 @T PAC, 7 725 OF TfiF P1113T.,TC 
RFCOR.DS OF T,FF COIJNTY; THFNCP SC)TJTH 71 I)FCTRFFQ 1.8' 20" 
F.AQT AT,ONC, SATD CF.NTFRT,TNF FnR 86.12 FFFT TO THF POTNT OF 
BEGTNNTNC,; THENCF NORTH 18 ORCRF-PS 41' 40" FA,QT FOR 1.9.58 
FFFT; TfiFNCF.  NORTfi 71 nFCRPF-1,; 18' 20" WFI;T FOR 74-00 
FFF@T,THFNCE NORTH 02 nFr@RPPq 55' 20" FA1,3T FOR ]-'I,00 PFFT; 
THFNCF SOTJTH 86 DEGRFFS 52' 37" EAST FOR 42.56 FEFT; THENCE 
SOIJTH O.-i T)F(,TZF.FS 07' 23" WEST FOR 6.57 PEPT; THENCF 
SOIJTH 86 DPGRFFS 521 .3711 PA'.QT :FOR 88.92 PFFT TO THF@ WFST 
T,TNF OF SATD NFFD PARCET@ RFCORDF.T) TN OFFTCTAT., RECORDS 
BOOK 1.555 AT PAGF 1586; THFNCE SOIJTli 02 DFARFFS 55' 20" WFST 
AT,ONG TTIF.  WEST 1,TNF, OF SATD PARCET, FOR 47.86 FEET TO A 
CONCRFTE MONIJMF.NT AT T14P, T?qTF.R.0,F,(',TTOiN WTTli THP 
NORTHF.ASTFRT.,,Y T,TNF OF VA(ATPN qt]NqFT T)RTVF.  Aq 0,14OWN 
ON TNF, TJNRF(-,ORT)FD PT,AT OF CFADWTCK'S ADD.TTTON TO 
CIJ.T.FVTFW; TtiF.NCE ,;OtITH 18 T)F(.'YRFFS '41.' 40" WFST 
AT,ONN SATD PARC,'FT., ANT) PFRPFiVnTCliT,AR TO SATT) 
NORTHFASTFRI,Y 1,TN.Fl FOR
5.00	FRET TO A CONCRETE MONTJMFNT AT THR TNTERSECTTON WTTE 
THF



NORTHEASTERT.,Y T.,TlqF. Or VA(-ATFI) SL@NSFT NRTVE AS gHOWN ON 
TFF 'Pt.,.AT OF CAPTIVA BEACH RFCORDRD ' TN PI,AT BOOK 7 AT 
PAGF. 7-3, Pl.jBf,,T.(- RFCORnq; THENCF CONTTNTJE SOIJTH 18 
T)FrlpP.Fq 4.1.' 40" WFQT FOR 10-00 PF,FT TO TH.F, CFNTFRT,TNF, 
OF @-,ATD VACATED SIINSET DRTVF; TTIFNCE NORTH 71 NFGREFS 18' 
20" WF,,;T Al.,ON(3, SATD CENTER T,TNF FOR 63.88 FF.FT Tn TFF 
POTNT OF BFGTNNTWA.



REARTNOS MFNTTONFN A@F PT,AN@ COOIROTNATFS FOR TTTF FT,ORTT)A.  
WEST ZONF, Aq REFFRFNCFD TN PRFV.TO(JS CONVEYANCFS WTTR THE 
SOIJTHF.RT@Y T.,TNF@ OF CAPTTVA DRTVF 80t)THWFST AS BFARTNG 
NORTH 71 nF(7RFF.,3 18' 20" WR,9T. .

EXHIBIT B
TO THIRD AMENDMENT



PLANTATION VIEW IMPROVEMENTS



ATTACHED



H:\users\WP\credit\ssr\plan-v\documts\amendlag.cn6:3.20.98.jan

13

Platitation View Sizoppitig Center



B.1 DESCRIPTION AND ANALYSIS OF TI-IE PITOPERTY



LOCAUON

'14820 Captiva Drive Southwest
Captiva Island, Florida 33924



LAND



Size and Configuration: The subject property is approximately 
28,170 square feet, and is
shaped irregularly.



Froiitage and Accessibility: The subject property has road 
frontage and access from
Captiva Drive, a two lane, asphalt-paved, publicly maintained 
roadway.



Topograpliy: Like aU properties located in Captiva Island, the 
subject property is only
slightly above mean sea level.  It is generally level and is at 
street grade.



Flood Zone: The subject property is located in Flood Zones A-11 
(Elevation 12 feet) and V-14 (Elevation 13 feet) as per Panel 
No. 125124 0264 B, effective September 19, 1984.  According to 
tl-ie Federal En-iergency Managenient Agency (FEMA), Zone A is 
designated an area of a 100-year flood zone base flood 
elevations and flood hazard factors not determined.  Zone V is 
an area of a 100-year coastal with velocity (wave action), base 
flood elevations and flood hazard factors have been determined.



Utilities and Public Services: Public water, sewer, 
electricity, telephone, police and fire protection are aU 
available to the subject site.  The South Seas Resorts provides 
water and sewer services.  The Lee County Electric Power Co-op 
provides electrical service.



Easenients and Encroachments: Typical utility and access 
easements are assumed to exist throughout subject site.  We are 
not aware of any easements which negatively in,ipact the 
utility of the property for continuation of its current use.



Development on Neighboring Sites: The subject property is 
bounded by a U.S. Post Office to the west, Chadwick's Square 
shopping center on the east, vacant land to the south and 
Captiva Drive Southwest to the north.  Most development within 
the immediate area consists of low-rise resorts, condominium 
buildings and commercial buildings.



Artliur Andersen LLP - Hospitality Consulting Services Group

Plantation View Shopping Cetiter



PROPERTY IMPROVEMEN-FS



General



The Plantation View Shopping Center, built iii 1984, is a 9,233 
square-foot retail shopping center.  The two-story center was 
constructed on pilings to protect against flooding.  The center 
is in average to good condition.  The L-shaped center is 
currently configured with three retail bays; however, it was 
originally designed so that seven individual units could be 
sold (commercial condon@ium).


CONSTRUCNON @RMA'NON

The following section outlines various building 
components.



Floors:



Foundation:



Building Frame:

Date of Construction:

Roofing Systeni:



Exterior Walls.



Mechanical Systems:
HVAC Systeiii:


Second story floors are of plywood on floor
joists.



The foundation system consists of 8" X 8", 20' C.C.A. treated 
driven to refusal or 2 blow/ inch.  Each piling is a 20-ton 
capacity wood piling.  There appears to be no indication of 
foundation problems such as settlement or major cracking of 
exterior walls or floors.



Wooden frame construction with cedar siding.
The property was constructed in 1984.
All roof	structures consist of wood frame
structure. 	Sloped roof areas utilized typical
three tab	fiberglass shingles.  Mildew stains
vvere noted on some portions of the shingles.



Exterior walls consist of wood siding.  The exterior walls are 
in good condition.  The front of each bay consists of glass 
storefronts.



Each bay has a separate central heating and cooling system.  
The air conditioning units appear to be ii-i average condition.



Arthur Andersen LLP - Hospitality Consulting Services Group

Plantation View Shopping Ceiiter



Plutyibitig:



Water is provided from the public utility by a two inch water 
service fed from the main along Captiva Road Southwest.  Water 
distribution piping within the site appears to be PVC.  Waste 
and vent piping appears to consist of PVC pipe materials.



Electrical Systeni:	Each bay has separate electrical 
meters.  The electrical system 
appears to be adequate for the 
subject property.



Interior Fiiiislies:

Dooi-s:



Walls:



Ceilings:



Site Iniprovenients:

Parkiiig:



Liglititig:



Interior doors consist of flush hollow and solid
core.



In general, the walls consist of painted wood
paneling or painted gypsum wallboard.



Ceilings are of 2X4 acoustical panels.  There appears to be no 
evidence of roof leaks manifesting themselves as stains on 
ceiling surfaces.



Parking is provided for a total of 42 vehicles.  There are 11 
uncovered spaces, 7 semi-covered and 24 covered spaces.  
Parking facilities appear to be adequate for the size of the 
center.



The site is illuiiiiiiated by decorative lighting
located on the building and in the parking area.



LaiLdscapinglWatering:	The site is tastefully and extensively 
landscaped with native vegetation, 
flowering shrubs, and pali-ii trees.  
All landscape materials appear to be 
thriving in good condition and 
wellmaintained.  An irrigation system 
is provided for all landscaped areas 
around the buildings.



Signage:



Overall, signage appears to be adequate.



Artliur Andersen LLP - Hospitality Consulting Services Group

EXHIBIT C
TO THIRD AMENDMENT



LITIGATION PROCEEDINGS


(1)	Geor2e Jammel v. South Seas Resort Limited Partnership, 
Case No. 95-0094-17 CA

(ii)	Creative Deco, Inc. (bankruptcy claim)

(iii)	012tics Intemational, Inc. (bankruptcy claim)

(iv)	South Seas Resort Limited Partnership v. Elaine 
Brandenstein

(v)	South Seas Resort Limited Partnership v. Cal2tiva 
Clothing & Co.. Inc., Case No. 98-0010308-CA (accounts 
receivable damages)



(vi)	Embassy Kosher Tours, Inc. v. Roizer Kumar d/b/a Safety 
Harbor Resort and S@a; Case No. 97-6780-Cl- 1 3 (Pinellas 
County Circuit Court)



(vii)	Audit of Best Westem-Sanibel by State of Florida, 
Division of Florida Land Sales, Condominiums and Mobile 
Homes



(viii)	Clayton Strong, Complaint filed with National Labor 
Relations Board (all compliance requirements completed)



(ix)	LaPenn v. Mariner Groul2 dba South Seas Plantation

(x)	South Seas Resort Limited Partnershil2 v. Philil2 Medico, 
Case No. 97-002861 CC (accounts receivable damages)



(xi)	South Seas Resort Limited Partnership (SSRLP) (defendant) 
and SCG Mortizai4e Corporation v. Charlie Lee Smith, Case 
No. 96-008236 CA (Mortgage Foreclosure Action in which 
SSRLP is a defendant)



(xii)	Oliza Benavides v. South Seas Resort Limited 
Partnershil2, LCDHR Charge No. 97080E, EEOC Charge No. 
15L-97-0079



(xiii)	Janice Reguero v. South Seas Resort Limited 
Partnershil2, LCDHR Charge No. 98009E, EEOC Charge No. 
15L-98-0008



(xiv)	Denise L. Soyko v. Sundial Beach Resort, LCDHR Charge 
No. 97086E, EEOC Charge No. 15L-97-0085



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14

(xv)	Eli Estimo Attomey Demand Letter v. South Seas 
Plantation, Attomey Demand Letter



(xvi) Kayleen Edwards Attomey Demand Letter v. Sanibel 
Inn, Attomey Demand Letter
Personal injury cases.
All cases involving personal injury are covered by 
insurance and insurance carriers have undertaken representation 
without reservation of n'ghts.  Bankruptcy Court cases involve 
claims by Borrower for unpaid sums against entities which are 
now in bankruptcy.



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15

NAMEOFBANK



EXHIBIT D
TO THIRD AMENDMENT



PARTICIPATION INTERESTS



Credit Lyonnais New York Branch

FINOVA Capital Corporation

Bamett Bank, N.A.
TOTALS



PLANTATION VIEW
LOAN
COMMITMENT



940,125.00    43.125
817,500.00    37.500


422,375.00   19.37
2,180,000.00 100.00


H:\users\WP\credit\ssr\plan-v\documts\aniendlag.cn6:3.20.98.-
jan

16



19.375

EXHIBIT E
TO THIRD AMENDMENT



OFFICER'S CERTIFICATE



(ATTACHED)



H:\users\WP\credit\ssr\plan-v\documts\amendiag.cn6:3.20.98:jan

17

\1       1.@ i  -
;,  1-1

@-1- -

'I@



South Seas Properties Company



February 19, 1998



Lisa Georce
Sun Trust Bank
225 Eat Robinson Street
Suite 250
Orlando, FL 32801



Re@	South Seas Properties Company Limited Partnership 10@'o 
Subordinated Notes Due April 15, 200')



Dear Lisa@

In accordance with Section 1.2 Compliance Certificates 
and Ot)iniona, the enclosed executed Officer's Cer-tificate has 
been prepared statinsz compliance of Section 10.9 Funded 
Indebtedness Limitation as it relates to the acquisition of 
Plantation View Shoppinc, Center.



Please feel free to contact me. if you need anv additional 
information reL'ard]nQ this
transaction.  The current scheduled date of closin- in Ntarch 
2- 1998.



Sincerel@-.



Emens
r of Project Finance



cc:	Rick Krichbaum
Ginny Brooks
Ron Stepanovic - Baker & Hostetler
Ntarshall Emas - En-lish, N/[cCaughan & O'B@,-an Sherry Stanley 
- Coll, Davidson, Carter
Gresa Huber - DeConcini, N,[cDonaid, Brammer Diane Jensen - 
Pavese, Garner



LISAt;i-'!  JP.El@,

12,?OOL71iii,er.,@DI-ii,e - Si@350-F,71-t.,-Jfyel-,,, Fh)l-
idz33907- Telephotie (9-8) 481-5600-Fdz.-v (941) 481-6667

OFFICER'S CERT]IFICATE

10% Subordinated Notes Due April 15, 2003
(Non-Recourse to the General Partner)



The undersigned, being an authorized officer of T & T 
Resorts, L.C., a Florida limited liability company (the 
"General Partner"), the General Partner of South Seas 
Properties Company Limited Partnership, an Ohio limited 
partnership (the "Partnership"), hereby certifies pursuant to 
Section 1.2 of the Indenture, dated as of March 28, 1996, from 
the Partnership to SunTrust Bank, Central Florida, National 
Association (the "Indenture"), as follows:



I

I .     The undersigned has read Sect'on 10.9 of the Indenture 
and the definitions contained



in the Indenture relating to Section 10.9.



2.	In order to form the basis of his belief set forth 
in item 4 below, the undersigned sought and obtained an 
independent appraisal from Arthur Andersen, LLP for the 
Plantation View Shopping Center.  Based solely on such 
independent appraisal, the fair market value of the Plantation 
View Shoppiniz Center exceeds 133% of the accregate principal 
amount of Funded Indebtedness which will be incurred for the 
acquisition.  The undersigned has also calculated the Funded 
Indebtedness at the time of the incurrence of Funded 
Indebtedness and after giving pro forma effect thereto as if 
such Funded Indebtedness had been incurred at the beginning of 
the four full quarterly periods immediately preceding the date 
of the acquisition and the Property Debt Service Coveraize 
Ratio is greater than the required 1.25 to 1.



3 .	The undersi                                         I

_@ed believes that he has made such 
examination as is necessary to enable him to express an 
informed opinion as to whether the condition contained in 
Section 10.9 has been complied with by the Partnership.



4.	Based on the foregoing, the undersigned believes 
that the acquisition of Plantation View Shopping Center falls 
within the definition of Permitted Real Property Indebtedness 
and, therefore, the conditions contained in Section 10.9 of the 
Indenture have been complied with by the Partnership.



T & T RESORTS, L.C., General Partner of South Seas Properties 
Company Limited Partnership



By-                                       -
Richard E. Krichbaum, Vice President



OFFCERTIRE.IO

Indenture Agreement
Section 10.9 Funded lndebtness Limitation
Compliance Test Relating To Purchase of Plantation View 
ShoppingCenter



For purposes of documentation of Compliance with the terms 
and conditions as set forth in the Indenture dated March 28, 
1996 between South Seas Properties Company Limited Partnership 
(Partnership) and Sun Trust Bank, Central Florida (Trustee). 
(See Indenture Agreement for page and paragraph references)



Page 7 - Permitted Real Property lndebtness, (ii) (a) and (b) 
noted below.



(a)	Fair Market Value (Appraised Value) equal to or exceeding 
133% of the aggregate principal amount



Appraised Value @ 2/13/98	$2,900,000
Credit Lyonnais Loan at Closing	$2,180,000

	Ratio:	1.33
	Required Minimum Ratio-	1.33



(b)	Property Debt Service Coverage Ratio of at least 1.25 
after proforma effect of such Funded Indebtedness.



Est. Consolidated Net Operating Profit
of the Property	255,235

	Less- Capital Expenditure at 2.5%
	of Gross Revenue of $255,235	(6,381)

Est. Consolidated Cash Flow of the Property	$248,854

Proforma Consolidated Interest Expense
of the Property ($2,180,000 X 8.65%)	$188,570

	Ratio:	1.32
	Required Minimum Ratio:	1.25



Note-	These tests have been performed on an estimated 
12/31/97 basis due to closing date being scheduled 
for early March, 1998.



Conclusion:	Based on the above test, the purchase of Plantation 
View Shopping Center is in compliance with Section 
10.9 Funded Indebtedness Limitation of the 
Indenture Agreement dated March 28, 1996.



INDR=NTUR PVS/lo