EXHIBIT 4.2

                                 PROMISSORY NOTE
                                      (A1)

$45,000,000                                                 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 Forty-Five Million
and NO/100 Dollars ($45,000,000), 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.

<PAGE>

         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.




                                       2
<PAGE>


         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.




                                       3
<PAGE>


         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:

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




                                       4

<PAGE>


                         ALLONGE TO PROMISSORY NOTE (A1)

                       ENDORSEMENT TO PROMISSORY NOTE (A1)

                          DATED AS OF DECEMBER 30, 1997

                    MADE BY ECHELON INTERNATIONAL CORPORATION

                                       TO

                          SALOMON BROTHERS REALTY CORP.

PAY TO THE ORDER OF THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, WITHOUT
RECOURSE.


                                      SALOMON BROTHERS REALTY CORP.,
                                      a New York corporation



                                      By:____________________________
                                      Name:
                                      Title: