PROMISSORY NOTE
                         ---------------
$71,000,000                                     November 3, 1998
          
          For value received, WINSTON SPE LLC, a Virginia limited
liability company ("Borrower"), promises and agrees to pay to the
order  of  CMF CAPITAL COMPANY, LLC, a Delaware limited liability
company  ("Lender"),  in lawful money of  the  United  States  of
America,  the  principal sum of Seventy-One  Million  and  No/100
Dollars  ($71,000,000) or so much thereof as may  be  outstanding
under  the Loan Agreement of even date herewith between  Borrower
and  Lender  (as  the  same may be hereafter  amended,  modified,
restated,  renewed  or  replaced,  the  "LOAN AGREEMENT"),  with
interest on the unpaid principal sum owing thereunder at the rate
or  rates or in the amounts computed in accordance with the  Loan
Agreement, together with all other amounts due Lender  under  the
Loan  Agreement, all payable in the manner and  at  the  time  or
times  provided  in  the Loan Agreement. Capitalized  terms  used
herein, but not defined, shall have the meanings assigned to them
in the Loan Agreement.
          
          If  not  sooner due and payable in accordance with  the
Loan Agreement, Borrower shall pay to Lender all amounts due  and
unpaid  under the Loan Agreement on December 1, 2023, or  on  any
earlier Maturity Date as set forth in the Loan Agreement.  Unless
otherwise  specified in writing by Lender, all payments hereunder
shall be paid to Lender at its principal place of business at 227
West  Monroe,  Suite 4000, Chicago, Illinois 60606,  or  at  such
place  as  the  holder hereof may from time to time designate  in
writing.   Lender reserves the right to require  any  payment  on
this  Note,  whether  such  payment  is  a  regular  installment,
prepayment  or  final payment, to be by wired  federal  funds  or
other immediately available funds.
          
          Borrower,    co-makers,   sureties,    endorsers    and
guarantors,  and  each  of  them,  expressly  waive  demand   and
presentment for payment, notice of nonpayment, protest, notice of
protest,  notice of dishonor, notice of intent to accelerate  the
maturity  hereof,  notice  of the acceleration  of  the  maturity
hereof,  bringing of suit and diligence in taking any  action  to
collect  amounts  called for hereunder and  in  the  handling  of
securities  at any time existing in connection herewith;  subject
to  Article 13 of the Loan Agreement, such parties are and  shall
be  jointly,  severally, directly and primarily  liable  for  the
payment  of all sums owing and to be owing hereon, regardless  of
any  right,  lien,  interest or property at  any  and  all  times
existing  as  security  for  any  amount  called  for  hereunder;
provided,  however,  that  the liability  of  the  Joinder  Party
hereunder  shall be as set forth in the Joinder attached  to  the
Loan Agreement.
          
          This Note evidences all advances made, interest due and
all  amounts  otherwise owed to Lender under the Loan  Agreement.
This Note is executed in conjunction with the Loan Agreement  and
is  secured by the liens and security interests created under the
Loan  Documents  (including those arising under  the  Mortgages).
Reference  is made to the Loan Agreement for provisions  relating
to   repayment  of  the  indebtedness  evidenced  by  this  Note,
including  mandatory repayment, acceleration  following  default,
late  charges, default rate of interest, limitations on interest,
and restrictions on prepayment.
          
          Borrower's  liability  hereunder  is  subject  to   the
limitation  on  liability provisions of Article 13  of  the  Loan
Agreement.   This  Note has been executed and  delivered  in  and
shall be construed in accordance with and governed by the laws of
the State of New York and of the United States of America.
          
          Documentary  stamps  in the amount of  $43,575.00  have
been paid and affixed to the original Mortgage (to be recorded in
the  Public  Records  of  Orange County, Florida)  of  even  date
herewith which secures, with other collateral, this Note.
          
          
          
          
                                
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          Executed under seal as of the date first written above.
                                   
                                   
                                   
                                   WINSTON SPE LLC,
                                   a Virginia limited liability
                                   company

                                   By: Winston Manager Corporation,
                                      a Virginia corporation,
Witness:                              its managing member


                                      By:
-----------------------                  --------------------------
Name:                                 Joseph V. Green
                                      Vice President





Pay   to  the  order  of                               ,  without
                          -----------------------------
recourse.

CMF CAPITAL COMPANY, LLC
a Delaware limited liability company


By:
   -----------------------------------
Name:
Title: