EXHIBIT 4.3

                                 PROMISSORY NOTE
                                      (A2)

$13,039,814.28                                              New York, New York
                                                       as of December 30, 1997

     FOR VALUE RECEIVED, the undersigned, ECHELON INTERNATIONAL CORPORATION, a
Florida corporation (the "MAKER"), promises to pay to the order of Salomon
Brothers Realty Corp., a New York corporation (together with any subsequent
holder of this Note, the "HOLDER") at its office located at Seven World Trade
Center, New York, New York 10048, or at such other address as the Holder may
from time to time designate in writing, the principal sum of Thirteen Million
Thirty-Nine Thousand Eight Hundred Fourteen and 28/100 Dollars ($13,039,814.28),
or so much thereof as may be advanced from time to time, together with interest
thereon, and all other amounts payable under the Loan Documents, such principal,
interest and other amounts to be payable as provided in the Loan Agreement.

     This Note is the Note referred to in that certain Loan Agreement, dated as
of November 5, 1996, among the Maker, as borrower, the Holder, as lender, and
LaSalle National Bank, as collateral agent (as modified and supplemented and in
effect from time to time, the "LOAN AGREEMENT"). Reference to the Loan Agreement
is hereby made for a statement of the rights of the Holder and the duties and
obligations of the Maker, but neither this reference to the Loan Agreement nor
any provision thereof shall affect or impair the absolute and unconditional
obligation of the Maker to pay the principal, interest and other amounts, if
any, payable with respect to this Note when due. Capitalized terms used herein
without definition shall have the meanings ascribed to such terms in the Loan
Agreement. The outstanding principal amount shall bear interest at the rates
provided for in the Loan Agreement.

     This Note is secured by the Borrower Mortgage and the certain other Loan
Documents and Liens described in the Loan Agreement.

     The principal sum evidenced by this Note, together with accrued interest
and other sums or amounts due hereunder, shall become immediately due and
payable at the option of the Holder upon the occurrence of any Event of Default
in accordance with the provisions of the Loan Agreement.

     With respect to the amounts due pursuant to this Note, the Maker waives the
following: (1) all rights of exemption of property from levy or sale under
execution or other process for the collection of debts under the Constitution or
laws of the United States or any state thereof; (2) demand, presentment,
protest, notice of dishonor, notice of nonpayment, suit against any party,
diligence in collection of this Note, and all other requirements necessary to
enforce this Note, except for notices required by Governmental Authorities and
notices required by the Loan Agreement; and (3) any further receipt by or
acknowledgment of any Collateral now or hereafter deposited as security for the
Loan.

     In no event shall the amount of interest (and any other sums or amounts
that are deemed to constitute interest under applicable Legal Requirements) due
or payable hereunder (including interest calculated at the Default Rate) exceed
the maximum rate of interest designated by applicable Legal Requirements (the
"MAXIMUM AMOUNT"), and in the event such payment is inadvertently paid by the
Maker or inadvertently received by the Holder, then such excess sum shall be
credited as a payment of principal, and if in excess of such balance, shall be
immediately returned to the Maker upon such determination. It is the express
intent hereof that the Maker not pay and the Holder not receive, directly or
indirectly, interest in excess of the Maximum Amount.


                                     
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     The Holder shall not by any act, delay, omission or otherwise be deemed to
have modified, amended, waived, extended, discharged or terminated any of its
rights or remedies, and no modification, amendment, waiver, extension, discharge
or termination of any kind shall be valid unless in writing and signed by the
Holder. All rights and remedies of the Holder under the terms of this Note and
applicable statutes or rules of law shall be cumulative, and may be exercised
successively or concurrently. The Maker agrees that there are no defenses,
equities or setoffs with respect to the obligations set forth herein, and to the
extent any such defenses, equities, or setoffs may exist, the same are hereby
expressly released, forgiven, waived and forever discharged.

     Wherever possible, each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable Legal Requirements, but if
any provision of this Note shall be prohibited by or invalid under applicable
Legal Requirements, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Note.

     The Holder may, at its option, release any Collateral given to secure the
indebtedness evidenced hereby, and no such release shall impair the obligations
of the Maker to the Holder.

     This Note was negotiated in New York, and made by the Maker and accepted by
the Holder in the State of New York, and the proceeds of this Note were
disbursed from New York, which State the parties agree has a substantial
relationship to the parties and to the underlying transaction embodied hereby,
and in all respects (including, without limitation, matters of construction,
validity and performance), this Note and the obligations arising hereunder shall
be governed by, and construed in accordance with, the laws of the State of New
York applicable to contracts made and performed in such State and any applicable
law of the United States of America.

     The provisions of this Note shall be subject to the non-recourse provisions
of Section 8.24 of the Loan Agreement, which provisions are incorporated by
reference as if herein set forth in full.

         THE MAKER, TO THE FULLEST EXTENT THAT IT MAY LAWFULLY DO SO,  WAIVES
TRIAL BY JURY IN ANY ACTION OR PROCEEDING  (INCLUDING, WITHOUT LIMITATION,  ANY
TORT ACTION), BROUGHT BY ANY PARTY HERETO WITH RESPECT TO THIS NOTE OR THE OTHER
LOAN DOCUMENTS. THE MAKER AGREES THAT THE HOLDER MAY FILE A COPY OF THIS WAIVER
WITH ANY COURT AS WRITTEN  EVIDENCE OF THE  KNOWING, VOLUNTARY  AND  BARGAINED
AGREEMENT OF THE MAKER IRREVOCABLY TO WAIVE  ITS RIGHT TO TRIAL BY JURY,  AND
THAT, TO THE FULLEST EXTENT  THAT IT MAY  LAWFULLY DO SO, ANY  DISPUTE  OR
CONTROVERSY WHATSOEVER BETWEEN THE MAKER AND THE HOLDER SHALL INSTEAD BE TRIED
IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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         IN  WITNESS  WHEREOF, the Maker has caused this Note to be properly
executed on the date of the notarial acknowledgments below, and has authorized
this Note to be dated as of the day and year first above written.

         ECHELON INTERNATIONAL CORPORATION,
         a Florida corporation



         By:__________________________
         Name:  Larry J. Newsome
         Title:  Senior Vice President

This Note is given in renewal and replacement of a portion  of the  principal
indebtedness heretofore evidcnced by that certain  promissory note dated as of
November 5, 1996 made by  Borrower  and  payable  to the order of Lender in the
original principal amount of $105,000,000 (the "PRIOR NOTE"). All applicable
State of Florida documentary stamp and intangibles tax with respect to the Prior
Note and this  Note have been paid and  evidence  of such  payment  noted on the
Borrower Mortgage as recorded in O.R. Book 8343, page 1973 of the Public Records
of Hillsborough County, Florida, as reflected on the Prior Note.





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         STATE OF NEW YORK        )
                                  ): ss.
         COUNTY OF NEW YORK       )

         On the ____ day of __________________,  1997, before me personally came
Larry J. Newsome to me known, who, being by me duly sworn, did depose,
acknowledge and say that he resides at ______________________________________;
that he is the Senior Vice President of ECHELON INTERNATIONAL CORPORATION, the
corporation described in and which executed the foregoing instrument; and that
he signed his name thereto by order of the board of directors of said
corporation.


        --------------------------
                     Notary Public


         My commission expires:

         -----------------------



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