NOTE AND MORTGAGE MODIFICATION AND ASSUMPTION AGREEMENT

          This Note and Mortgage Modification and Assumption Agreement
(hereinafter this "Agreement") made as of the 30th day of November, 1998, by and
among:

                   KEYDOCROM, INC., a corporation duly organized, validly
          existing and in good standing under the laws of the State of New
          Jersey, having offices at 205 Main Street, P.O. Box 268, Chatham, New
          Jersey 07928 ("Keydocrom") and OHIO KEY I, LNC. and OHIO KEY II, INC.,
          both corporations duly organized, validly existing and in good
          standing under the laws of the State of Florida, both having a mailing
          address of 100 North Alexander Street, Mt. Dora, Florida 32757
          (collectively, Ohio Key I, Inc. and Ohio Key III, Inc. hereinafter
          will be referred to as "Ohio Key" and hereinafter Keydocrom and Ohio
          Key shall be collectively referred to as the "Borrowers") and ROBERT
          CRONHEIM. an individual having an address at 163 Sunlit Road,
          Watchung, New Jersey 07060 (the "Original Guarantor") and CARL JOHN
          KNORRI JR., an individual having an address at 104 Woodhall Drive,
          Richmond, Virgina 23229 (the "New Guarantor")(collectively, the
          Original Guarantor and the New Guarantor shall be collectively
          referred to as the "Guarantors");

                                       and

                   PNC BANK, NATIONAL ASSOCIATION. having an office at Two Tower
          Center, East Brunswick, New Jersey 08816 ("Lender").

                                   WITNESSETH

         WHEREAS, the Lender is the present owner and holder of a certain
Promissory Note (the "Note") executed by Keydocrom, as maker and payable to
Midlantic National Bank (the predecessor to the Lender), which Note is dated
October 20, 1986. evidencing a loan :he "Loan") in the. original principal
amount of S3,500,000: and

                   WHEREAS, the Note is secured by, among other things, that:
          certain Purchase Money Mortgage and Security Agreement (the "First
          Mortgage") dated October 2(i. 1986. which First Mortgage relates to
          the lands and premises situate. king and being in the Township of West
          Windsor, County of Mercer, and State of New Jersey as particularly
          described in the First Mortgage (hereinafter referred to as the
          "Premises') recorded on October 21. 1986 in Book 2089 of Mortgages,
          page 672 et sea. in the Mercer County Clerk's Office. which First
          Mortgage was modified by a certain (a) Modification of Note and
          Mortgage and Building Loan Agreement (the "First Modification
          Agreement") dated as of August 1987, and recorded on August 2, 1987 in
          Book 174 at page 6l et seq. in the Mercer County Clerk's Office. tb)
          Modification of Note and Mortgage (the "Second Modification
          Agreement") dated as of January 3, 1991. and recorded on February
          7,1991 in Book 193 at Page 990 et in the Mercer County Clerk's Office.
          (c) Note and Mortgage Modification and Extension Agreement (the "Third
          Modification Agreement") dated as of June 29, 1993, and recorded on
          July 27, 1993 in Book 220 at Page 149 et sec. in the Mercer County
          Clerk's Office, and (d) Fourth Note and Mortgage Modification and
          Extension Agreement (the "Fourth Modification Agreement") dated as of
          June 29, 1998 and about to be recorded in the Mercer County Clerk's
          Office (the First Mortgage, as modified by the First Modification
          Agreement, the Second Modification Agreement, the Third Modification
          Agreement, and the Fourth Modification Agreement, is hereinafter
          referred to as the "Mortgage"); and

                                       1

<PAGE>

                   WHEREAS, the Note is further secured by a certain Assignment
          of Leases and Rents dated as of October 20, 1986 and recorded on
          October 21, 1986 in Deed Book 2089, page 687, in the Mercer Country
          Clerk's Office, which Assignment of Leases and Rents was restated and
          amended from time to time ("Assignment of Leases"); and

                   WHEREAS, at the time of the execution of the First
          Modification Agreement, the Loan was increased from $3,500,000 to a
          principal amount of $6,000,000; and

                   WHEREAS, pursuant to that certain Guaranty of Note and
          Mortgage dated August, 1997 (the "Original Guaranty") the Original
          Guarantor (as well as two other individuals who have since been
          released as guarantors of the Loan) guaranteed all obligations and
          liabilities owing to the Lender in connection with the Loan; and

                   WHEREAS, in addition to the foregoing, the Loan is further
          secured by various other collateral, all as more particularly
          described in the loan documentation and the various modification
          agreements; and

                  WHEREAS, for purposes hereof, the Note, Mortgage, Assignment
         of Leases, the Original Guaranty and all other documents. instruments
         and agreements executed in connection with the Loan, as modified from
         time to time shall be collectively referred to as the Loan Documents";
         and

                  WHEREAS, the Keydocrom is the current owner of the fee simple
         title to the Premises; and

                  WHEREAS, Keydocrom has requested that Lender, inter alia. (i)
         waive the due-on-sale provision in the existing Loan Documents; (ii)
         permit the assumption of all obligations under the Loan by Ohio Key so
         as to allow Ohio Key sufficient time to secure permanent financing
         with another lender; (iii) waive the prohibition against secondary
         financing from the date hereof until the Maturity Date, so as to allow
         Ohio Key to pledge to Keydocrom a second mortgage lien on the Premises
         as security for purchase money financing in the amount of S4.K"JO,000;
         and (iv) approve Carl John Knorr. Jr. as new Guarantor of the Loan, in
         addition to the Original Guarantor, for the remaining term of the
         Loan, all upon the terms and conditions as are more fully set forth
         herein.

                   NOW, THEREFORE. in consideration of the mutual promises
          contained herein and other good and valuable consideration, the
          receipt and sufficiency of which is hereby' acknowledged, the parties
          hereto agree as follows:

1.        PRESENT PRINCIPAL BAlANCE - The Borrowers and Guarantors agree that as
          of November 30th 1998, the outstanding principal balance of the Loan
          is S 1,000,000, reduced from S3, 190,412 by payment of even date
          herewith in the amount of S2,190,412 by Ohio Key to Lender. It is
          expressly understood and agreed that in the event that, for whatever
          reason, the Lender shall not receive such $2,190,412 in good and
          available funds on or before the end of the business day on November
          30, 1998, the terms and provisions of this Agreement shall not be
          effective.

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<PAGE>

2.        ASSUMPTION OF LOAN OBLIGATIONS - Ohio Key hereby assumes all 
          obligations and liabilities owing to the Lender in connection with the
          Loan as such obligations and liabilities are set forth in the Loan
          Documents. Ohio Key hereby agrees that it is fully obligated to the
          Lender under the terms and provisions of the Loan Documents as if such
          Loan Documents had originally been executed by Ohio Key. Not by way of
          limitation, Ohio Key specifically assumes the obligation to make
          payments of principal and interest in the amounts, at the times, and
          at the rate as set forth in the Note. Ohio Key hereby restates and
          remakes on behalf of the Lender each and every representation,
          covenant, warranty and all other provisions contained in the Loan
          Documents. It is expressly understood and agreed that each of the
          Guarantors, the individual entities which comprise Ohio Key and
          Keydocrom shall be jointly and severally liable for all obligations
          and liabilities owing to the Lender in connection with the Loan.

3.        MATURITY DATE - The Maturity Daze of the Loan is June 29, 1999.
          Nothing contained herein shall be construed as to extend the Maturity
          Date of the Loan beyond such date. The Borrowers and the Guarantors
          understand and agree that each is jointly and severally liable for the
          payment in full of all outstanding principal, interest, fees and
          expenses owing to the Lender on June 29, 1999.

4.        NEW GUARANTOR AND REPRESENTATIONS OF NEW GUARANTOR -

          (a)     Pursuant to that certain Guaranty and Suretyship Agreements of
                  even date herewith executed and delivered by the New Guarantor
                  in favor of Lender (referred to herein collectively as the
                  "New Guaranty"), the New Guarantor has guaranteed all
                  obligations and liabilities owed to the Lender by the
                  Borrowers, including, without limitation, all obligations and
                  liabilities owing the Lender in connection with the Loan. It
                  is understood and agreed that the execution and delivery of
                  such New Guaranty has materially induced the Lender to permit
                  the modification and assumption the Loan by Ohio Key and that
                  the Lender would not have entered into this Agreement but for
                  the execution and delivery c~f such New Guaranty.

          (b)     The New Guarantor is a shareholder of Ohio Key. As such. the
                  New Guarantor has derivatively benefitted from the
                  modification and assumption of the Loan by Ohio Key. and the
                  New Guarantor would have been materially and adversely
                  affected in the event that the Lender elected not to allow for
                  the modification and assumption of the Loan by Ohio Key. The
                  New Guarantor therefore represents that it has materially
                  benefitted from the modification and assumption of the Loan by
                  Ohio Key and that it has received substantial, adequate and
                  material consideration for the execution and delivery of the
                  New Guaranty.

5.        REAFFIRMATION OF OBLIGATIONS OF KEYDOCROM AND ORIGINAL GUARANTOR -

                  (a) Nothing contained herein shall be construed so as to
                  release either Keydocrom or the Original Guarantor from their
                  respective obligations and liabilities to the Lender under or
                  in connection with the Loan. It is expressly understood and
                  agreed that the Lender has not released either Keydocrom or
                  the Original Guarantor from such obligations and liabilities.

                  (b) Keydocrom and the Original Guarantor hereby consent to
                  all of the terms, provisions and conditions of this
                  Agreement, and each agrees that nothing in this Agreement in
                  any way impairs or lessens the respective liability
                  of Keydocrom or the Original Guarantor under the Original
                  Guaranty or any of the other Loan Documents, as applicable.

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<PAGE>

                  All provisions of the Original Guaranty heretofore executed
                  by the Original Guarantor are hereby reaffirmed and confirmed
                  and given again in this instrument as if each such provision
                  were herein set forth at length.

6.       LENDER'S CONSENT - Subject to the terms and conditions set forth
         herein, Lender hereby consents to (i) waive the due-on-sale provision
         in the existing Loan Documents so as to permit the sale of the Premises
         to Ohio Key, (ii) permit the assumption of the Loan by Ohio Key as set
         forth herein, (iii) waive the prohibition against secondary financing
         so as to permit Ohio Key to pledge to Keydocrom a second mortgage lien
         on the Premises as security for purchase money financing in the amount
         of $4,000,000; and (iv) Carl John Knorr, Jr. becoming new guarantor of
         the Loan, in addition to the Original Guarantor.

7.       NON-WAIVER BY LENDER - The Borrowers and Guarantors confirm and
         acknowledge that the agreement of Lender hereunder shall not constitute
         a waiver of any rights of Lender under the Loan Documents, and shall
         not constitute a waiver of its rights of approval or objection, in the
         manner provided in the Loan Documents, to any other similar future
         transaction. Further, nothing contained herein shall be construed so as
         to obligate the Lender to consent to any further transfers of the
         Premises, any further Loan assumptions, any further secondary liens on
         the Premises, or any other matters contemplated herein.

8.       COVENANTS AND REPRESENTATIONS OF OHIO KEY -

          (a)      Each of the entities which comprise Ohio Key is duly
                   organized, validly existing and in 200d standing under the
                   laws of the State of Florida. Each of such entities has duly
                   authorized the execution and delivery of this Agreement and
                   all documents in connection herewith. and has obtained any
                   and all necessary consents in order to purchase the Premises
                   and assume the Loan obligations. Further, Ohio Key has
                   obtained all permits, licenses and approvals from all
                   applicable governmental entities in order to lawfully
                   purchase the Premises and operate the same as a hotel other
                   than approval from the New Jersey Department of Community
                   Affairs, which approval has been applied for and will be
                   forthcoming in due course. Finally, Ohio Key will obtain,
                   within 45 days from the date hereof, any and all consents or
                   approvals from Best Western International, Inc. in order to
                   continue to operate the Premises as a Best Western.

          (b)      Within forty-five (45) days of the date hereof, Ohio Key
                   shall provide the Lender with copies of Certificates allowing
                   Ohio Key to transact business in New Jersey.

          (c)      It was originally contemplated that James C. Barggren would
                   become a shareholder and officer of Ohio Key and that he
                   would guarantee the Loan prior to the closing of this
                   Agreement. The Lender, however, has been advised immediately
                   prior to the date hereof that James C. Barggren will not
                   become a shareholder and officer of Ohio Key and will not
                   guarantee the Loan, prior to the closing of this Agreement.
                   In the event that James C. Barggren becomes a shareholder and
                   officer of Ohio Key, the Borrowers and Guarantors hereby
                   agree that James C. Barggren, upon the request of the Bank,
                   shall become an additional guarantor of the Loan.

9.       ACCOUNTS FROM PREMISES - As further security for the Loan, the
         Borrowers hereby pledge to the Lender all of their right, title and
         interest in and to all accounts arising from the operation of the

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<PAGE>

         Premises, including without limitation, all accounts arising from the
         renting of rooms, the food and beverage operations at the Premises, and
         any other accounts now and hereafter arising from the operation of the
         Premises as a hotel/motel.

10.      SECOND LIEN: CROSS DEFAULT -

           (a)    The Lender hereby consents to Ohio Key's pledging to Keydocrom
                  a second mortgage lien on the Premises as security for
                  purchase money financing in the amount of $4,000,000 (the
                  "Second Lien"); provided, however, it is agreed that the
                  Second Lien is subject and subordinate to the Mortgage.

           (b)    The Borrowers and Guarantors and the Lender hereby agree that
                  the occurrence of an event of default (subsequent to the
                  giving of any required notice and/or the expiration of any
                  applicable cure period) under the Second Lien shall
                  automatically and immediately constitute an event of default
                  (without the requirement of giving any further notice or the
                  expiration of any cure period) under the Mortgage and all
                  other Loan Documents.

 11.      AUTHORITY AND ENFORCEABILITY - The Borrowers and Guarantors represent
          and warrant to Lender that the execution of this Agreement. the
          delivery by the Borrowers and Guarantors to Lender o fall monies,
          items and documents provided for herein, the Borrowers' and
          Guarantors' performance hereof and the transactions contemplated
          hereby have been duly authorized by all requisite action on the part
          of the Borrowers and Guarantors. This Agreement constitutes the valid
          and binding obligation of the Borrowers and Guarantors and is
          enforceable against the Borrowers and Guarantors in accordance with
          its terms.

 12.      NO DEFENSE(S). SET-OFF(S) OR COUNTERCLAIM(S) - The Borrowers and the
          Guarantors represent and warrant to Lender that they have no
          defenses), set-off(s) or counterclaim(s) of any kind or nature
          whatsoever against Lender with respect to the Loan Documents or any
          obligations thereunder, or any action previously taken or not taken by
          Lender with respect thereto or with respect to any computation of any
          adjustable interest rate or with respect to any security interest,
          encumbrance, lien or collateral in connection therewith to secure the
          outstanding indebtedness under the Loan Documents.

13.      AMENDMENT - This Agreement shall not be amended or modified in any way
         except by an instrument in writing executed by each of the parties
         hereto.

14.      CHOICE OF LAW - This Agreement shall be governed and construed by the 
         laws of the State of New Jersey.

15.      ENTIRE AGREEMENT - This Agreement constitutes the entire agreement
         between the parties and there are no agreements, understandings,
         warranties or representations with respect to the matters set forth
         herein, except as specifically delineated herein. Any exhibits attached
         hereto are hereby incorporated herein by reference. This instrument is
         not intended to have any legal effect, or to be a legally binding
         agreement or any evidence thereof, until it has been signed by each of
         the parties hereto and all conditions to effectiveness hereunder have
         been satisfied.

16.      THIRD PARTY BENEFICIARIES - This Agreement is entered into for the
         exclusive benefit of the parties hereto and no other party shall derive
         any rights or benefits here from.

17.      BINDING EFFECT - This Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their respective heirs, legal
         representatives, successors and assigns.

                                       5
<PAGE>

18.      MULTIPLE COUNTERPARTS - This Agreement may be executed in several
         counterparts, each of which shall be an original and all of which shall
         constitute but one and the same instrument.

19.      FURTHER ASSURANCE - The Borrowers and the Guarantors hereby agree that,
         upon the request of the Lender, it will execute and deliver to Lender
         such other additional instruments and documents, or perform or cause to
         be performed such other and further acts and things, as may be
         necessary to fully consummate the transaction contemplated by this
         Agreement.

20.      LOAN DOCUMENTS CONTINUE IN EFFECT - Except as expressly provided in
         this Agreement, all of the terms, covenants, conditions and provisions
         of the Loan Documents shall be and remain in full force and effect as
         written, unmodified hereby. The B9rrowers and Guarantors hereby
         further ratify and acknowledge the continuing validity and
         enforceability of the Loan Documents and the obligations evidenced
         thereby. In the event of any conflict between the terms of this
         Agreement and any of the Loan Documents, this Agreement shall control
         without any effect on the remaining portion of the Loan Documents.
         This Agreement shall not waive, suspend, diminish or impair the Loan
         Documents or the obligations, liabilities, liens and security
         interests represented thereby.

21.      INCORPORATION OF RECITALS - Recitals preceding this Agreement are 
         incorporated into this Agreement by this reference.

22.      ACKNOWLEDGMENT OF RELIANCE - KEYDOCROM, OHIO KEY, THE ORIGINAL
         GUARANTOR ANT) THE NEW GUARANTOR ACKNOWLEDGE AND AGREE THAT LENDER IS
         SPECIFICALLY RELYING UPON THE REPRESENTATIONS, WARRANTIES AND
         AGREEMENTS CONTAINED HEREIN.

23.      WAIVER AND RELEASE - KEYDOCROM, OHIO KEY, THE ORIGINAL GUARANTOR AND
         THE NEW GUARANTOR HEREBY WAIVE, RELEASE AND FOREVER DISCHARGE LENDER,
         ITS AGENTS, OFFICERS, DIRECTORS AND

                                       6

<PAGE>

         EMPLOYEES FROM AND AGAINST ANY AND ALL RIGHTS, CLAIMS OR CAUSES OF
         ACTION AGAINST LENDER, ITS AGENTS, OFFICERS, D[RECTORS AND EMPLOYEES
         ARISING OUT OF LENDERS' ACTIONS OR INACTIONS IN CONNECTION WITH THE
         LOAN OR ANY SECURITY INTEREST, LIEN OR COLLATERAL HELD IN CONNECTION
         THEREWITH AS WELL AS ANY AND ALL RIGHTS OF DEFENSE(S), SET-OFF(S),
         CLAIM(S), CAUSE(S) OF ACTIONS OR ANY OTHER BAR TO THE ENFORCEMENT OF
         THE LOAN DOCUMENTS.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed the day and year first above written.
<TABLE>
<CAPTION>
<S>                                                  <C> 

Attest:                                              Keydocrom, Inc.:

       /s/ Paula A. D'Mato                           /s/ Robert Cronheim  
----------------------------------                   ---------------------------
       Paula A. D'Mato, Secretary                    By:  Robert Cronheim


Attest:                                              Ohio Key I, Inc.

      /s/Carl John Knorr, Jr.                        /s/Carl John Knorr, Jr.            
----------------------------------                   ---------------------------
      Carl John Knorr, Jr., Secretary                Carl John Knorr, Jr., President


Attest:                                              Ohio Key II, Inc.

      /s/Carl John Knorr, Jr.                        /s/Carl John Knorr, Jr.            
----------------------------------                   ---------------------------
      Carl John Knorr, Jr., Secretary                Carl John Knorr, Jr., President


Witness:                                             Original Guarantor:

      /s/ Paula A. D'Mato                            /s/ Robert Cronheim    
----------------------------------                   ---------------------------
      Paula A. D'Mato                                 Robert Cronheim


Witness:                                             New Guarantor:

      /s/Carl John Knorr, Jr.                        /s/Carl John Knorr, Jr.            
----------------------------------                   ---------------------------
      Carl John Knorr, Jr.                           Carl John Knorr, Jr.

      /s/Darryl E. Gugig              
----------------------------------                   
      Darryl E. Gugig

Witness:                                             PNC Bank, National Association

      ---------------------------                    ---------------------------
                                                     Abbe M. Szanger
</TABLE>

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