Exhibit 10-17



                                PROMISSORY NOTE

$4,700,000.00                                                                  
                                                           Rochester, New York
                                                      Dated: December 31, 1997


     FOR VALUE RECEIVED,  Erie Hotel LLC, a New York limited  liability  company
with an office for the transaction of business  located at 100 Corporate  Woods,
Rochester,  New York  14623  (the  "BORROWER")  promises  to pay to the order of
KEYBANK NATIONAL ASSOCIATION, a national banking association, with its principal
office and place of business at 50 Fountain Plaza, Buffalo, New York 14202 ("KEY
BANK") the  principal  sum of Four  Million  Seven  Hundred  Thousand and 00/100
($4,700,000.00)  Dollars or so much thereof as may be advanced from time to time
in  accordance  with the terms of a building loan  agreement  dated on even date
herewith (the "Building Loan Agreement"),  with interest on the unpaid principal
balance of such amount from the date of this Note or such  advance,  as the case
may be, at the Interest Rate (hereinafter  defined).  This Note evidences a loan
(the "Loan")  made,  or so much thereof as may be made, by Key Bank to Borrower,
in the principal amount hereof,  and is secured by (a) an open-end  mortgage and
security  agreement from Borrower to Key Bank dated on even date herewith in the
amount of $4,700,000.00  (the "Mortgage")  which creates a first lien on certain
real property  located in the Township of Summit,  Erie County,  Commonwealth of
Pennsylvania (the "Real Property");  which,  together with financing  statements
executed in conjunction therewith (the "Financing Statements"),  creates a first
lien security  interest in certain personal  property (the "Personal  Property")
more  particularly  described in the  Mortgage;  (b) an  assignment of rents and
leases dated on even date herewith from Borrower to Key Bank (the  "Assignment")
which  will  conditionally  assign  all rents and  absolutely  assign all leases
applicable to the Real Property to Key Bank; (c) the irrevocable, unconditional,
guaranty of payment by Essex  Partners  Inc. (the  "Guarantor")  of the Loan set
forth in a guaranty of payment dated on even date herewith from the Guarantor to
Key Bank (the  "Guaranty");  and (d) such other security as may now or hereafter
be given to Key Bank by Borrower as  collateral  for the Loan (the Building Loan
Agreement, the Mortgage, the Financing Statements, the Assignment, the Guaranty,
this Note and such other  documents  evidencing  such other  security  which may
hereafter be given as further  security  for, or in connection  with,  the Loan,
being hereinafter collectively referred to as the "Loan Documents").


                                        I

                                   DEFINITIONS

     Except as otherwise  defined  herein,  capitalized  terms used herein shall
have the following definitions:

     "ADVANCE"  shall  mean each  advance  of Loan  proceeds  by Key Bank to the
Borrower,  each of which will be treated  separately  for  purposes of computing
interest and each of which will accrue interest at the Interest Rate selected by
Borrower.



<PAGE>



     "DEFAULT  INTEREST RATE" shall mean the applicable  Interest Rate plus four
(4.0%) percent per annum.

     "ELECTION  NOTICE" shall mean the Advance and Interest Rate Election Notice
which may be used by the Borrower when the Borrower is seeking an Advance,  said
Election  Notice  to be in the form of  Exhibit  "A"  attached  hereto  and when
delivered,  to have been completed by the Borrower to indicate an Advance amount
and an Interest Rate.

     "INTEREST RATE" shall mean the rate of interest  (rounded up to the nearest
one-eighth  (1/8%)  percent) to be calculated  hereunder and paid by Borrower on
any outstanding principal due under this Note and shall be at the LIBOR Rate.

     "INTEREST RATE ELECTION  PERIOD" shall mean the time period selected by the
Borrower  during which interest is to ACCRUE on an Advance at the LIBOR Rate. An
Interest Rate Election  Period shall be a term of 30, 60 or 90 days (or, if this
Note is dated on other  than the  first day of a month,  for the first  Interest
Rate Election Period only, the time period between the date of this Note and the
last day of the month in which this Note is dated, inclusive). In no event shall
any Interest Rate Election Period extend beyond the Maturity Date of the Loan.

     "LIBOR" shall mean the rate designated under the heading "LONDON  INTERBANK
OFFERED  RATES" in the "Money  Rates"  column as  published  in The Wall  Street
Journal  two days prior to the date of the LIBOR  Advance for which a LIBOR Rate
is being calculated

     "LIBOR  ADVANCE"  shall mean any Advance  that bears  interest at the LIBOR
Rate.

     "LIBOR  RATE"  shall mean a fixed rate equal to 30, 60 or 90 day LIBOR,  as
applicable, plus two and one-quarter (2.25%) percent.

     "MATURITY DATE" shall mean December 31, 1998.


                                       II

                                    INTEREST

     (a) COMPUTATION OF INTEREST.  Interest on the outstanding principal balance
of this Note shall be  computed  on the basis of "a 360-day  year for the actual
number of days elapsed" (such phrase,  as used throughout this Note,  shall mean
that in computing  interest for the subject  period,  the interest rate shall be
multiplied by a fraction,  the  denominator of which is 360 and the numerator of
which  is the  actual  number  of  days  elapsed  from  the  date  of the  first
disbursement of the Loan or the date of the preceding  interest and/or principal
due date, as the case may be, to the date of the next interest and/or  principal
due date). Interest shall accrue until the Loan is repaid.



                                      - 2 -


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     (b) INTEREST RATE CHANGE PROCEDURES.  The LIGBOR Rate calculated  hereunder
for the Interest  Rate  Election  Period shall remain  constant for the Interest
Rate Election Period.

     (c) IMPLEMENTATION OF DEFAULT INTEREST RATE. Upon the occurrence and during
the continuance of an Event of Default (hereinbelow defined), the computation of
interest  under this Note shall  immediately  and without  further action by Key
Bank be based upon the Default Interest Rate.


                                       III

                  PROCEDURES FOR ADVANCES AND ELECTION NOTICES

     (a) ADVANCES.  Provided that no Event of Default (hereinafter  defined) and
no event which but for the  passage of time,  the giving of notice or both would
constitute an Event of Default, has occurred, and further provided that Borrower
has met all  conditions  to an  Advance  set forth in any other  Loan  Document,
Advances shall be made available to the Borrower from time to time in the manner
set forth in this Article and  information  with regard to any Advance  shall be
recorded and  maintained  by Key Bank in its  internal  records and such records
shall be conclusive as to the  information  set forth therein,  absent  manifest
error.

     (b)  PROCEDURE  FOR  ADVANCES AND ELECTION  NOTICES. Borrower may obtain an
Advance by  delivering an Election  Notice  signed by any one of the  Authorized
Individuals on the Schedule of Authorized Individuals attached hereto as Exhibit
"B" setting forth the amount of the Advance requested and indicating an Interest
Rate Election  Period (which must terminate no later than the Maturity Date) for
such LIBOR Advance. The Interest Rate as determined in accordance with the terms
of this Note at the beginning of the Interest Rate Election  Period shall remain
in effect until  expiration of the Interest  Rate Election  Period chosen by the
Borrower for that LIBOR Advance. Prior to the end of each Interest Rate Election
Period,  if Borrower  will not be repaying  the amount of the Advance  remaining
unpaid,  Borrower  shall provide an Election  Notice  designating a new Interest
Rate Election  Period.  If Borrower fails to provide the Election  Notice to Key
Bank prior to the expiration of any Interest Rate Election Period,  and does not
repay the Advance,  interest  shall accrue on that Advance at the Interest  Rate
applicable to an Interest Rate Election  Period having a term of 30 days,  until
the Borrower delivers an Election Notice.  Any Advance shall be deposited by Key
Bank in an  account to be opened for that  purpose  with Key Bank (the  "Advance
Account")  and the  deposit of any  Advance in the  Advance  Account by Key Bank
shall be  conclusive  as to the receipt of said Advance by Borrower and Borrower
will be  responsible  for repaying any Advance so made  pursuant to the terms of
this Note.

     (c) ADVANCES BY KEY BANK. Key Bank may make Advances  pursuant to the terms
hereof,  for the  purpose of paying any sums which have  become due and  payable
hereunder or under any other Loan Document. Any such Advance shall bear interest
at the Interest Rate.



                                      - 3 -


<PAGE>

                                       IV

                            LIBOR RESERVE REOUIREMENT

     If  because  of the  introduction  of or any  change in or  because  of any
judicial,  administrative  or other  governmental  interpretation  of any law or
regulation,  there  shall be any  increase  in the  cost to Key Bank of  making,
funding,  maintaining or allocating capital to any LIBOR Advance,  then Borrower
shall from time to time upon demand by Key Bank pay Key Bank  additional  moneys
sufficient to compensate Key Bank for such increased cost.


                                        V

                       PAYMENT OF PRINCIEPAL AND INTEREST

     (a)  PERIODIC  PAYMENTS.  Borrower  shall pay  interest  at the  applicable
Interest Rate on the sums advanced under the Building Loan  Agreement  beginning
on the first day of February, 1998 and continuing on the first day of each month
thereafter  until the Maturity  Date (or such earlier date in the event Key Bank
accelerates  Borrower's obligations  hereunder),  at which time, any accrued and
unpaid interest and principal must be paid.


                                       VI

                               GENERAL CONDITIONS

     (a) METHOD OF  PAYMENT.  All  payments  under  this Note are  payable at 50
Fountain  Plaza,  Buffalo,  New York  14202,  or at such other place as Key Bank
shall  notify  Borrower in writing.  Key Bank  reserves the right to require any
payment on this  Note,  whether  such  payment  is of a regular  installment  or
represents  a  prepayment,  to be by wired  federal  funds or other  immediately
available funds or to be paid at a place other than the above address.

     (b) APPLICATION OF PAYMENTS  RECEIVED.  Except as may otherwise be provided
in this Note, all payments received by Key Bank on this Note shall be applied by
Key Bank to any unpaid Late Payment Charges (hereinbelow  defined),  accrued and
unpaid  interest then due and owing and the reduction of principal of this Note,
in such order and in such amounts as Key Bank may  determine  from time to time.
Sums applied to LIBOR  Advances  shall be applied first to those LIBOR  Advances
having Interest Rate Election  Periods which are next to expire in chronological
order.

     (c) LATE PAYMENT CHARGES.  If Borrower fails to pay any amount of principal
and/or  interest on this Note (other than the payment due on the Maturity  Date,
however,  with regard to that payment,  same must be made within 30 days, or the
Late  Payment  Charge will apply) for ten (1O) days after such  payment  becomes
due, whether by acceleration or otherwise,  Key Bank may, at its option, whether
immediately  or at the time of final  payment of the amounts  evidenced  by this
Note,  impose a late  payment  charge (the "Late  Payment  Charge")  computed by
multiplying the


                                      - 4 -


<PAGE>



amount of each past due  payment  by four (4%)  percent.  Until any and all Late
Payment  Charges  are paid in full,  the  amount  thereof  shall be added to the
indebtedness  secured by any of the Loan  Documents.  The Late Payment Charge is
not a  penalty  and is  deemed  to be  liquidated  damages  for the  purpose  of
compensating  Key Bank for the  difficulty  in  computing  the actual  amount of
damages incurred by Key Bank as a result of the late payment by Borrower.

     (d) PREPAYMENT.  The principal  balance may be prepaid in whole or in part,
at any time without premium or penalty.

     In the event Key Bank receives  partial  prepayments,  or in the event that
Key Bank shall  receive  proceeds of  condemnation  or  insurance  proceeds  for
application  against the Loan, such prepayments and proceeds shall be applied to
installments of principal in the inverse order of maturity.

     (e) REFUSAL TO MAKE FURTHER ADVANCES, ACCELERATION AND DEFAULT. If

         (1) Borrower fails to pay any sum due on this Note within ten (10) days
     of the date the same is due; or

         (2) Borrower  shall fail to perform any other  covenant,  obligation or
     agreement  required to be  performed by Borrower  under this Note,  for ten
     (10) days  after  Key Bank has given  written  notice  of such  failure  to
     Borrower; or

         (3) Any  warranty  or  representation  made or given by Borrower or any
     financial or other statement submitted by or on behalf of Borrower,  or any
     Guarantor in any instrument furnished in compliance with or in reference to
     this  Note or the Loan  Documents  should  be false  or  misleading  in any
     material respect; or

         (4) Borrower or any  Guarantor  shall  generally not be paying debts as
     they become due or file a petition or seek relief  under or take  advantage
     of any  insolvency  law; make an  assignment  for the benefit of creditors;
     commence  a  proceeding  for  the  appointment  of  a  receiver,   trustee,
     liquidator, custodian or conservator of Borrower or any Guarantor or of the
     whole or substantially all of Borrower's or any Guarantor's  property or of
     any  collateral  pledged as security  for this Note;  or if Borrower or any
     Guarantor  shall  file a  petition  or an  answer to a  petition  under any
     chapter of the Bankruptcy  Reform Act of 1978, as amended (or any successor
     statute thereto), or file a petition or seek relief under or take advantage
     of any other  similar law or statute of the United  States of America,  any
     state thereof, or any foreign country or subdivision thereof, or

         (5) A Court of competent jurisdiction shall enter an order, judgment or
     decree appointing or authorizing a receiver, trustee, liquidator, custodian
     or   conservator   of  Borrower  or  any  Guarantor  or  of  the  whole  or
     substantially all of Borrower's or any Guarantor's property, or any portion
     of the collateral pledged as security for this Note, or



                                     - 5 -



<PAGE>




     enter an order for relief  against  Borrower or any  Guarantor  in any case
     commenced  under any  chapter  of the  Bankruptcy  Reform  Act of 1978,  as
     amended (or any successor statute thereto), or grant relief under any other
     similar law or statute of the United States of America,  any state thereof,
     or any foreign country or subdivision thereof and the same is not stayed or
     discharged within sixty (60) days of entry; or

         (6) Under the provisions of any law for the relief or aid of debtors, a
     court  of  competent  jurisdiction  or  a  receiver,  trustee,  liquidator,
     custodian or conservator shall assume custody or control or take possession
     from Borrower or any Guarantor of all or substantially all of Borrower's or
     any  Guarantor's  property  or any  portion  of any  collateral  pledged as
     security for this Note; or

         (7) There is commenced against Borrower or any Guarantor any proceeding
     for any of the foregoing  relief or if a petition is filed against Borrower
     or any Guarantor under any chapter of the Bankruptcy Reform Act of 1978, as
     amended (or any successor statute thereto),  or under any other similar law
     or statute of the  United  States of  America,  any state  thereof,  or any
     foreign  country or subdivision  thereof,  and such  proceeding or petition
     remains  undismissed  for a period of sixty (60) days or if Borrower or any
     Guarantor by any act indicates  consent to,  approval of or acquiescence in
     any such proceeding or petition; or

         (8) Key Bank  receives  a notice  to  creditors  with  regard to a bulk
     transfer by Borrower or any Guarantor pursuant to Article VI of the Uniform
     Commercial Code or if the Borrower shall dissolve, terminate its existence,
     fail,  cease  normal  business  operation  or  otherwise   discontinue  its
     existence; or

         (9)  Borrower  or  any  Guarantor  fails  to  comply  with  any  of the
     provisions set forth in the commitment  letter from Key Bank dated December
     3, 1997, it being  understood that the terms of said commitment  letter are
     hereby  incorporated  in this Note and, to the extent that any of the terms
     of the  commitment  letter are in conflict with the terms of this Note, the
     terms of this Note shall prevail; or

         (10) An "Event of  Default",  as said term is defined in any other Loan
     Documents, shall have occurred; or

         (11)  Borrower  fails to  comply  with the  terms  of or an  "event  of
     default" occurs under any other loan  transaction or credit  arrangement of
     any kind with Key Bank;

then,  and in any such  event (an  "Event  of  Default"),  Key Bank may,  at its
option, refuse to make any further Advances, refuse to permit the renewal of any
LIBOR Advance and declare the entire  unpaid  balance of this Note together with
interest  accrued  thereon  and any other sums due  hereunder  or under the Loan
Documents,  to be  immediately  due and  payable  and Key  Bank may  proceed  to
exercise  any rights or  remedies  that it may have under this Note or any other
Loan  Documents,  or such other rights and  remedies  which Key Bank may have at
law,  equity or  otherwise.  In the  event of such  acceleration,  Borrower  may
discharge its obligations to Key Bank by paying:



                                      - 6 -



<PAGE>



       (i) the unpaid  principal  balance  hereof as at the date of such
     payment, plus

      (ii) accrued interest computed in the manner set forth above, plus

     (iii) any Late Payment Charge computed in the manner set forth above, plus

      (iv) any other sum due and owing Key Bank  under this Note or any other
     Loan Document.

     (f) COSTS AND  EXPENSES ON  DEFAULT.  After the  occurrence  of an Event of
Default,  in addition to principal,  interest,  any Late Payment  Charge and any
Prepayment  Penalty,  Key  Bank  shall  be  entitled  to  collect  all  costs of
collection,  including, but not limited to, reasonable attorneys' fees, incurred
in connection  with the protection or realization of collateral or in connection
with any of Key Bank's collection  efforts,  whether or not suit on this Note or
any  foreclosure  proceeding is filed,  and all such costs and expenses shall be
payable on demand and until paid shall also be secured by the Loan Documents and
by all other collateral held by Key Bank as security for Borrower's  obligations
to Key Bank.

     (g) NO WAIVER BY KEY BANK.  No failure by any Guarantor of the Loan to make
any  payments  shall be deemed a waiver or  release  of  Borrower's  obligations
hereunder. No failure on the part of Key Bank or other holder hereof to exercise
any right or remedy  hereunder,  whether  before  or after  the  happening  of a
default,  shall  constitute a waiver thereof,  and no waiver of any past default
shall  constitute  waiver of any  future  default  or of any other  default.  No
failure to accelerate the Loan evidenced hereby by reason of default  hereunder,
or acceptance of a past due installment, or indulgence granted from time to time
shall be  construed  to be a waiver of the right to insist upon  prompt  payment
thereafter,  or  shall  be  deemed  to  be a  novation  of  this  Note  or  as a
reinstatement  of the Loan  evidenced  hereby  or as a waiver  of such  right of
acceleration  or any other right, or be construed so as to preclude the exercise
of any right which Key Bank may have, whether by the laws of the state governing
this Note,  by  agreement  or  otherwise;  and  Borrower  and each  endorser  or
Guarantor  hereby  expressly  waive the benefit of any statute or rule of law or
equity  which  would  produce  a  result  contrary  to or in  conflict  with the
foregoing.  This Note may not be changed  orally,  but only by an  agreement  in
writing  signed  by the  party  against  whom  such  agreement  is  sought to be
enforced.

     (h)  FINANCIAL  INFORMATION.  Borrower  will  advise  Lender in  writing if
Borrower  operates  on other than a calendar  year basis.  Borrower  will at all
times keep proper  books of record and  account in which full,  true and correct
entries  shall  be  made  in  accordance  with  generally  accepted   accounting
principles  and will  deliver to Key Bank,  within one hundred  fifty (150) days
after the end of each fiscal year of  Borrower,  a copy of the annual  financial
statements of Borrower  relating to such fiscal year, such statements to include
(i) the balance sheet of Borrower as at the end of such fiscal year and (ii) the
related  income  statement,  statement  of retained  earnings  and  statement of
changes in the financial position of Borrower for such fiscal year,  prepared by
such certified public accountants as may be reasonably satisfactory to Key Bank.
Borrower also agrees


                                      - 7 -



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to deliver to Key Bank from time to time, such other financial information with
respect to Borrower as Key Bank may request.

     Borrower  shall pay Key Bank a default  charge  equal to  $500.00  for each
month or part  thereof  during  which  Borrower has failed to provide any of the
financial  statements  required  pursuant  to this  subsection.  Any amounts due
hereunder  shall be payable after ten (10) day prior written  notice to Borrower
and failure of Borrower to remedy such  failure  within said ten (10) day period
and Key Bank's  rights under this  subsection  shall be in addition to any other
rights it may have based upon  Borrower's  failure to period  including  without
limitation,  the right to accelerate  Borrower's obligation to repay the Loan as
provided herein.

     (i) WAIVER BY  BORROWER.  Borrower  and each  endorser or Guarantor of this
Note hereby waives presentment,  protest, demand, diligence,  notice of dishonor
and of  nonpayment,  and waives and  renounces all rights to the benefits of any
statute of limitations and any moratorium, appraisement, exemption and homestead
now provided or which may hereafter be provided by any federal or state statute,
including  but not  limited  to  exemptions  provided  by or  allowed  under the
Bankruptcy  Code of 1978,  both as to itself  personally and as to all of its or
their property, whether real or personal, against the enforcement and collection
of the obligations  evidenced by this Note and any and all extensions,  renewals
and modifications hereof

     (j)  COMPLIANCE  WITH USURY  LAWS.  It is the  intention  of the parties to
conform  strictly  to the  usury  laws,  whether  state  or  federal,  that  are
applicable to this Note. All agreements  between Borrower and Key Bank,  whether
now  existing  or  hereafter  arising and  whether  oral or written,  are hereby
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
acceleration of maturity hereof or otherwise, shall the amount paid or agreed to
be paid to Key  Bank or the  holder  hereof,  or  collected  by Key Bank or such
holder,  for the  use,  forbearance  or  detention  of the  money  to be  loaned
hereunder or  otherwise,  or for the payment or  performance  of any covenant or
obligation contained herein, or in any of the Loan Documents, exceed the maximum
amount  permissible  under applicable  federal or state usury laws. If under any
circumstances  whatsoever  fulfillment  of any  provision  hereof or of the Loan
Documents, at the time performance of such provision shall be due, shall involve
exceeding the limit of validity  prescribed  by law,  then the  obligation to be
fulfilled  shall be  reduced  to the  limit of such  validity;  and if under any
circumstances  Key Bank or other  holder  hereof  shall  ever  receive an amount
deemed  interest by applicable  law, which would exceed the highest lawful rate,
such amount that would be excessive  interest under  applicable usury laws shall
be applied to the reduction of the principal  amount owing hereunder or to other
indebtedness  secured by the Loan  Documents and not to the payment of interest,
or if such excessive  interest  exceeds the unpaid balance of principal and such
other  indebtedness,  the excess  shall be deemed to have been a payment made by
mistake and shall be refunded  to  Borrower or to any other  person  making such
payment  on  Borrower's behalf. All sums paid or agreed to be paid to the holder
hereof for the use,  forbearance  or detention of the  indebtedness  of Borrower
evidenced  hereby,  outstanding from time to time shall, to the extent permitted
by applicable law, and to the extent  necessary to preclude  exceeding the limit
of validity  prescribed  by law, be amortized,  pro-rated,  allocated and spread
from the date of disbursement of the proceeds of this Note until payment in full
of the Loan evidenced hereby and thereby so that the


                                      - 8 -



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actual rate of interest on account of such  indebtedness  is uniform  throughout
the term hereof and thereof.  The terms and provisions of this  paragraph  shall
control and supersede every other provision of all agreements  between Borrower,
any endorser or Guarantor and Key Bank.

     (k) GOVERNING LAW; SUBMISSION TO JURISDICTION.  This Note shall be governed
by and  construed  under the laws of the State of New  York.  Borrower  and each
endorser or Guarantor hereby submits to personal  jurisdiction in said state for
the  enforcement  of  borrower's  obligations  hereunder or under any other Loan
Document and waives any and all personal rights under the law of any other state
to object to  jurisdiction  within such state for the purposes of  litigation to
enforce such obligations of Borrower.

     (l) WAIVER OF JURY TRLAL.  Key Bank and the Borrower  hereby waive trial by
jury in any  litigation  in any court with respect to, in  connection  with,  or
arising out of this Note, any other Loan Document or the Loan, or any instrument
or document delivered in connection with the Loan, or the validity,  protection,
interpretation  collection or enforcement thereof, or any other claim or dispute
howsoever arising between the Borrower and Key Bank.

     (m) AUTHORITY OF KEY BANK.  Borrower  authorizes Key Bank to date this Note
as of the day when the Loan is made and to complete  or correct  this Note as to
any terms of the Loan not set forth herein at the time of delivery hereof.

     (n) NOTICES.  Any notices required or permitted to be given hereunder shall
be: (i)  personally  delivered or (ii) given by  registered  or certified  mail,
postage  prepaid,  return  receipt  requested,  or (iii)  forwarded by overnight
courier  service,  in each instance  addressed to the addresses set forth at the
head of this Note,  or such other  addresses  as the parties may for  themselves
designate  in writing as provided  herein for the purpose of  receiving  notices
hereunder.  All notices  shall be in writing and shall be deemed  given,  in the
case of notice by personal  delivery,  upon actual delivery,  and in the case of
appropriate mail or courier  service,  upon deposit with the U.S. Postal Service
or delivery to the courier service.

     (o) LIABILITY IF MORE THAN ONE BORROWER.  If more than one person or entity
executes  this Note as a Borrower,  all of said  persons or entities are jointly
and severally liable hereunder.

     (p) ENTIRE AGREEMENT. This Note and the other Loan Documents constitute the
entire  understanding  between  Borrower,  the Guarantor and Key Bank and to the
extent  that  any  writings  not  signed  by Key  Bank  or  oral  statements  or
conversations at any time made or had shall be inconsistent  with the provisions
of this Note and the other Loan Documents, the same shall be null and void.






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<PAGE>



              IN WITNESS WHEREOF, Borrower has executed this instrument the date
first above written.

                                     ERIE HOTEL LLC

                                     BY:  ESSEX HOTELS II LLC
                                          its Managing Member

                                     BY:  ESSEX HOSPITALITY ASSOCIATES IV L.P.,
                                          its Managing Member

                                     BY:  Essex Partners Inc.,
                                          its General Partner

                                     BY:  /s/ Barbara J. Purvis
                                          -------------------------------------
                                              Barbara J. Purvis
                                              Senior Vice President
     

STATE OF NEW YORK     )
COUTNTY OF MONROE     ) ss.:

     On this 31st day of December,  1997,  before me personally  came Barbara J.
Purvis,  to me personally known, who, being by me duly sworn, did depose and say
that  she is a  Senior  Vice  President  of  Essex  Partners  Inc.,  a New  York
corporation and the general partner of Essex  Hospitality  Associates IV L.P., a
New York limited  partnership  and the managing  member of Essex Hotels H LLC, a
New York limited  liability  company and the managing  member of Erie Hotel LLC,
the limited  liability company described in and on whose behalf she executed the
within  Instrument;  and she duly  acknowledged  to me that she  signed her name
thereto as the act and deed of said limited liability company.

                                         /s/ Mark R. Foerster
                                         -------------------------------------
                                             Notary Public

MARK R. FOERSTER
Notary Public in the State of New York
MONROE COUNTY
Commission Expires May 31, 1999


                                     - 10 -




<PAGE>



                                   EXHIBIT "A"

                                 ELECTION NOTICE

                    ADVANCE AND INTEREST RATE ELECTION PERIOD


    FROM:      ERIE HOTEL LLC (Borrower)

    TO:        KEYBANK NATIONAL ASSOCIATION (Lender)

    DATE:      _____________


         ADVANCE AMOUNT:      $ _______________

         INTEREST RATE ELECTION PERIOD:              ____  30 day LIBOR Rate

                                                     ____  60 day LIBOR Rate 
       
                                                     ____  90 day LIBOR Rate


                                             "BORROWER"


                                              By:________________________
                                                   Authorized Individual



<PAGE>





                                   EXHIBIT "B"

                       SCHEDULE OF AUTHORIZED INDIVIDUALS


                                      NAME


Barbara J. Purvis, Senior Vice-President

Lorrie LoFaso, Vice-President

Trish Albanese, Controller