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                                                                 EXHIBIT 10.3(b)

                                 PROMISSORY NOTE

$5,000,000.00                                    Effective April 1, 2002
                                                 Boston, Massachusetts

          FOR VALUE RECEIVED, the undersigned, ROYAL SONESTA, INC., a Louisiana
corporation, (the "Borrower") promises to pay to the order of HIBERNIA NATIONAL
BANK, 313 Carondelet Street, New Orleans, Louisiana 70130 (the "Bank"), at its
offices in New Orleans, Louisiana, or at such other place as may be designated
in writing by the holder of this Note, the principal sum of FIVE MILLION AND
NO/100 ($5,000,000.00) DOLLARS, together with interest thereon at LIBOR plus 3%
adjustable daily ("Index Rate") per annum and on any past due interest hereunder
at the rate hereinafter specified, said interest and principal payable as
follows, namely,

          (a)     Interest on the unpaid and outstanding principal amount of
                  this Note shall be payable quarterly in arrears on the last
                  day of September, December, March, and June commencing on June
                  30, 2002 (each, an "Interest Payment Date") in an amount equal
                  to the quotient of (i) an amount equal to (A) the sum of the
                  daily unpaid principal amounts of the Revolving Credit Loan
                  outstanding on each day during the previous quarter multiplied
                  by (B) the Index Rate divided by (ii) 360.

                  The Index Rate shall be determined for use in calculating the
                  interest which is payable if any payment on the Revolving
                  Credit Loan becomes due and payable on a day other than a
                  Business Day, the maturity thereof shall be extended to the
                  next succeeding Business Day.

          (b)     The entire unpaid and outstanding amount of principal and
                  interest shall be due and payable on the 31st day of March,
                  2005.

          "LIBOR" means the rate per annum at which Dollar deposits are offered
to prime banks in the London interbank market for a three month period.

          Notwithstanding anything to the contrary set forth in this Note, if at
any time until payment in full of all of the Obligations in respect of the debt,
the Index Rate exceeds the highest rate of interest permissible under any law
which a court of competent jurisdiction shall, in a final determination, deem
applicable hereto (the "Maximum Lawful Rate"), then in such event and so long as
the Maximum Lawful Rate would be so exceeded, the rate of interest payable
hereunder shall be equal to the Maximum Lawful Rate; PROVIDED, however, that if
at any time thereafter the Index Rate is less than the Maximum Lawful Rate,
Borrower shall continue to pay interest hereunder at the Maximum Lawful Rate
until such time as the total interest received by Bank from the making of
advances hereunder is equal to the total interest which Bank would have received
had the Index Rate been (but for the operation of this paragraph) the interest
rate payable from the date hereof. Thereafter, the interest rate payable
hereunder shall be the Index Rate unless and until the Index Rate again exceeds
the Maximum Lawful Rate; in which event this paragraph shall again apply. In no
event shall the total interest exceed the amount which Bank could lawfully have
received had the interest due hereunder been calculated for the full term hereof
at the Maximum Lawful Rate. In the event the Maximum Lawful Rate is calculated
pursuant to this paragraph, such interest shall be calculated at a daily rate
equal to the Maximum Lawful Rate divided by the number of days in the year in
which such calculation is made. In the event that a court of competent
jurisdiction shall make a final determination that Bank has received interest
hereunder or under any of the Security Instruments in excess of the Maximum
Lawful Rate, Bank shall, to the extent permitted by applicable law, promptly
apply such excess to any interest due and not yet paid under the Revolving
Credit

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Loan and then to the principal amount of the Revolving Credit Loan, then to
other unpaid Obligations and thereafter shall refund any excess to Borrower or
as a court of competent jurisdiction may otherwise order.

          Borrower may prepay this Note in full or in part at any time by paying
the then unpaid principal balance of this Note, plus accrued simple interest and
any unpaid late charges and fees through date of prepayment. If Borrower prepays
this Note in full, or if Bank accelerates payment, Borrower understands that,
unless otherwise required by law, any prepaid fees or charges will not be
subject to rebate and will be earned by Bank at the time this Note is signed.

          All payments under this Note shall be made in legal tender of the
United States of America in immediately available funds at Bank's office
described above, and no credit shall be given for any payment received by check,
draft or other instrument or item until such time Bank or the holder hereof
shall have received credit therefor from Bank's or the holder's collecting agent
or, in the event no collecting agent is used, from the bank or other financial
institution upon which said check, draft or other instrument or item is drawn.

          If Borrower fails to pay any payment under this Note in full within 5
days of when due, Borrower agrees to pay Bank a late payment fee in an amount
equal to 5.000% of the delinquent interest due.

          Payment of this Note is secured by a Leasehold Mortgage and an
Assignment of Subleases and Operating Agreements dated the of even date hereof.

          In the event Borrower fails to make any payment of principal or
interest or there is another Event of Default, not cured within the required
time period, under the 2002 Loan Agreement dated of even date hereof, at the
option of the holder hereof, the entire indebtedness hereby evidenced shall
become due, payable and collectible in accordance with the terms of the 2002
Loan Agreement.

          For the purpose of computing interest under this Note, payments of all
or any portion of the principal sum under this Note will not be deemed to have
been made until such payments are received by the holder of this Note in
collected funds.

          Borrower and each guarantor of this Note hereby waive presentment for
payment, protest, notice of protest and notice of nonpayment, and all pleas of
division and discussion, and severally agree that their obligations and
liabilities to Bank hereunder shall be on a "solidary" basis. Borrower and each
guarantor further severally agree that discharge or release of any party who is
or may be liable to Bank for the indebtedness represented hereby, or the release
of any collateral directly or indirectly securing repayment hereof, shall not
have the effect of releasing any other party or parties, who shall remain liable
to Bank, or of releasing any other collateral that is not expressly released by
Bank. Borrower and each guarantor additionally agree that Bank's acceptance of
payment other than in accordance with the terms of this Note, or Bank's
subsequent agreement to extend or modify such repayment terms, or Bank's failure
or delay in exercising any rights or remedies granted to Bank, shall likewise
not have the effect of releasing Borrower or any other party or parties from
their respective obligations to Bank, or of releasing any collateral that
directly or indirectly secures repayment hereof. In addition, any failure or
delay on the part of Bank to exercise any of the rights and remedies granted to
Bank shall furthermore not be construed as a waiver of any other rights and
remedies; it being Borrower's intent and agreement that Bank's rights and
remedies shall be cumulative in nature. Borrower and each guarantor further
agree that, should any event of default occur or exist under this Note, any
waiver or forbearance on the part of Bank to pursue the rights and remedies
available to Bank, shall be binding upon Bank only to the extent that Bank
specifically agrees to any such waiver or forbearance in writing. A waiver or
forbearance on the part of Bank as to one event of default shall not be
construed as a waiver or forbearance as to any other default.

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          The Bank is hereby authorized by the Borrower to record on the
schedule annexed to this Note (or on a supplemental schedule thereto) the amount
of each Revolving Credit Advance made by the Bank under the Revolving Credit
Loan and the amount of each payment of principal of each such Revolving Credit
Advance received by the Bank, it being understood however that failure to make
any such notation shall not affect the rights of the Bank or the obligations of
the Borrower hereunder or under the 2002 Agreement dated of even date in respect
of such Revolving Credit Advances.

          In the event that Borrower makes any payment under this Note by check
and Borrower's check is returned to Bank unpaid due to nonsufficient funds in my
deposit account, Borrower agrees to pay Bank an additional NSF check charge
equal to $29.00.

          If Bank refers this Note to an attorney for collection, or files suit
against Borrower or Guarantor to collect this Note, or if Borrower files for
bankruptcy or other relief from creditors, Borrower agrees to pay Bank's
reasonable attorneys' fees.

          Capitalized terms not defined in this Note shall have the meanings
given them in the 2002 Loan Agreement.

          The records of the holder of this Note shall be prima facie evidence
of the amount owing on this Note.

          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.

                                         ROYAL SONESTA, INC.


                                         /S/
                                         ------------------------------------
                                         By:  Boy van Riel
                                         Its: Vice President and Treasurer

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