<PAGE>   1

                                                                     Exhibit 4.5



                                PROMISSORY NOTE

<TABLE>
<CAPTION>
PRINCIPAL       LOAN DATE       MATURITY        LOAN NO       CALL      COLLATERAL      ACCOUNT      OFFICER      INITIALS
---------       ---------       --------        -------       ----      ----------      -------      -------      --------
<S>             <C>             <C>             <C>           <C>       <C>             <C>          <C>          <C>
$19,699.22      04-10-1998      04-10-2003                              9               3909         34

                      References in the shaded area are for Lender's use only and do not limit the
                             applicability of this document to any particular loan or item.
</TABLE>

Borrower:  ROPE DEVELOPMENTS, A FLORIDA         Lender:  CITIZENS BANK & TRUST
           GENERAL PARTNERSHIP                           1150 CLEVELAND ST.
           1505 S. FT. HARRISON AVE.                     CLEARWATER, FL 33755
           CLEARWATER, FL 33756

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<TABLE>
<CAPTION>
<S>                                    <C>                             <C>
PRINCIPAL AMOUNT:  $19,699.22          INTEREST RATE:  8.500%          DATE OF NOTE:  APRIL 10, 1998
</TABLE>

PROMISE TO PAY. ROPE DEVELOPMENTS, A FLORIDA GENERAL PARTNERSHIP ("BORROWER")
PROMISES TO PAY TO CITIZENS BANK & TRUST ("LENDER"), OR ORDER, IN LAWFUL MONEY
OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT OF NINETEEN THOUSAND SIX
HUNDRED NINETY NINE & 22/100 DOLLARS ($19,699.22), TOGETHER WITH INTEREST AT THE
RATE OF 8.500% PER ANNUM ON THE UNPAID PRINCIPAL BALANCE FROM APRIL 10, 1998,
UNTIL PAID IN FULL.

PAYMENT.  BORROWER WILL PAY THIS LOAN IN 60 PAYMENTS OF $404.16 EACH PAYMENT.
BORROWER'S FIRST PAYMENT IS DUE MAY 10, 1998, AND ALL SUBSEQUENT PAYMENTS ARE
DUE ON THE SAME DAY OF EACH MONTH AFTER THAT. BORROWER'S FINAL PAYMENT WILL BE
DUE ON APRIL 10, 2003, AND WILL BE FOR ALL PRINCIPAL AND ALL ACCRUED INTEREST
NOT YET PAID. PAYMENTS INCLUDE PRINCIPAL AND INTEREST. Interest on this Note is
computed on a 30/360 simple interest basis; that is, with the exception of odd
days in the first payment period, monthly interest is calculated by applying the
ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by a month of 30 days. Interest for
the odd days is calculated on the basis of the actual days to the next full
month and a 360-day year. Borrower will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing. Unless
otherwise agreed or required by applicable law, payments will be applied first
to accrued unpaid interest, then to principal, and any remaining amount to any
unpaid collection costs and late charges.

PREPAYMENT; MINIMUM INTEREST CHARGE.  In any event, even upon full prepayment of
this Note, Borrower understands that Lender is entitled to a minimum interest
charge of $10.00. Other than Borrower's obligation to pay any minimum interest
charge, Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower or Borrower's obligation to continue to make payments
under the payment schedule. Rather, they will reduce the principal balance due
and may result in Borrower making fewer payments.

LATE CHARGE.  If a payment is 11 DAYS OR MORE LATE, Borrower will be charged
5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT.

DEFAULT.  Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Any partner dies or any
of the partners or Borrower becomes insolvent, a receiver is appointed for any
part of Borrower's property, Borrower makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Borrower or against Borrower
under any bankruptcy or insolvency laws. (e) Any creditor tries to take any of
Borrower's property on or in which Lender has a lien or security interest. This
includes a garnishment of any of Borrower's accounts with Lender. (f) Any of the
events described in this default section occurs with respect to any general
partner of Borrower or any guarantor of this Note. (g) A material adverse change
occurs in Borrower's financial condition, or Lender believes the prospect of
payment or performance of the indebtedness is impaired. (h) LENDER IN GOOD FAITH
DEEMS ITSELF INSECURE.

LENDER'S RIGHTS.  Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the interest rate on this Note to 18.000% per annum, if
and to the extent that the increase does not cause the interest rate to exceed
the maximum rate permitted by applicable law. Lender may hire or pay someone
else to help collect this Note if Borrower does not pay. Borrower also will pay
Lender the amount of these costs and expenses, which includes, subject to any
limits under applicable law, Lender's reasonable attorneys' fees and Lender's
legal expenses whether or not there is a lawsuit, including reasonable
attorneys' fees and legal expenses for bankruptcy proceedings (including efforts
to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. If not prohibited by applicable
law, Borrower also will pay any court costs, in addition to all other sums
provided by law. THIS NOTE HAS BEEN DELIVERED TO LENDER AND ACCEPTED BY LENDER
IN THE STATE OF FLORIDA. IF THERE IS A LAWSUIT, BORROWER AGREES UPON LENDER'S
REQUEST TO SUBMIT TO THE JURISDICTION OF THE COURTS OF PINELLAS COUNTY, THE
STATE OF FLORIDA. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL
IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER
AGAINST THE OTHER. (INITIAL HERE _______) THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh accounts,
and all trust accounts for which the grant of a security interest would be
prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against any and
all such accounts.

GENERAL PROVISIONS.  If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note. Borrower does not agree or intend to pay, and
Lender does not agree or intend to contract for, charge, collect, take, reserve
or receive (collectively referred to herein as "Charge or collect"), any amount
in the nature of interest or in the nature of a fee for this loan, which would
in any way or event (including demand, prepayment, or acceleration) cause Lender
to charge or collect more for this loan than the maximum Lender would be
permitted to charge or collect by federal law or the law of the State of Florida
(as applicable). Any such excess interest or unauthorized fee shall, instead of
anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded
to Borrower. Lender may delay or forgo enforcing any of its rights or remedies
under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party, partner, or guarantor or collateral; or impair, fail to
realize upon or perfect Lender's security interest in the collateral; and take
any other action deemed necessary by Lender without the consent of or notice to
anyone. All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification
is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THE NOTE.

BORROWER:

ROPE DEVELOPMENTS, A FLORIDA GENERAL PARTNERSHIP

BY: /s/ Peter S. Warhurst
   ----------------------------------------------
    JPJ DEVELOPMENT, INC., GENERAL PARTNER,
    PETER S. WARHURST, PRESIDENT


BY: /s/ W. R. Courtney
   ----------------------------------------------
    VARO ESTATES, INC., GENERAL PARTNER,
    W.R. COURTNEY, PRESIDENT

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