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                                 PROMISSORY NOTE


                                                                  July 9, 1999
                                                        San Marino, California


$24,000,000

     FOR VALUE RECEIVED, the undersigned KENNEDY-WILSON, INC., a Delaware
corporation ("Maker"), having its principal place of business at 9601
Wilshire Boulevard, Suite 220, Beverly Hills, California 90210, promises to
pay to the order of EAST-WEST BANK, a California banking corporation
("Payee"), at 415 Huntington Drive, San Marino, California 91108, or at such
other place as the holder of this Note from time to time may designate in
writing, the principal sum of Twenty-Four Million Dollars ($24,000,000), or
so much of such amount as may from time to time be disbursed and unpaid,
together with interest on the unpaid principal amount of this Note from time
to time outstanding in lawful money of the United States of America, all as
provided in the Credit Agreement dated as of July 9, 1999 between Maker and
Payee, as amended (the "Loan Agreement").

1.   REFERENCE TO LOAN AGREEMENT.  This Note evidences loans made under the
Loan Agreement.  Such loans shall be disbursed, bear interest and mature, and
Maker shall pay interest and repay principal all as provided in the Loan
Agreement.
2.
3.   LOAN DOCUMENTS.  This Note is unsecured.  This Note, the Loan Agreement
and all other documents, agreements and instruments evidencing or delivered
in connection with the loans made pursuant to this Note are collectively
referred to in this Note as the "Loan Documents."

1.   LATE CHARGES.  If any installment of principal or interest or any other
amount due under this Note or the other Loan Documents shall become overdue
for a period longer than ten days, Maker shall pay to Payee a late charge of
six cents for each dollar so overdue.  Maker acknowledges that late payment
to Payee will cause Payee to incur costs it would not have to incur had
payment been timely made, the exact amount of such costs being difficult and
impracticable to assess.  Such costs include, without limitation, processing
and accounting charges and the potential costs to be incurred as a result of
Payee's frustration and inability to meet its other commitments.  The parties
agree that the late charges represent a reasonable sum considering all of the
circumstances existing as of the date of this Note and represent a fair and
reasonable estimate of the costs that Payee will incur by reason of late
payment.  The parties further agree that proof of actual damages would be
costly and inconvenient.  Acceptance of any late charge shall not constitute
a waiver of the default with respect to the overdue amount, and shall not
prevent Payee from exercising any of the other rights and remedies available
to Payee.  The late charges shall be due and payable immediately without
demand and shall be secured by the Loan Documents.



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1.   EVENT OF DEFAULT.  Upon the occurrence and during the continuance of any
"Event of Default" (as defined in the Loan Agreement), Payee, at it option,
may:

     (a) decline to make any further loans under the Loan Agreement;

     (b) collect interest on the entire unpaid principal amount of this Note
from time to time outstanding at the default rate of interest provided for in
Section 2.7 of the Loan Agreement from the occurrence of such Event of
Default;

     (c) declare all of Maker's obligations under this Note and any other
Loan Document to be immediately due and payable, without notice, notice being
expressly waived; and

     (d) pursue each other right, remedy and power available to it under this
Note or any of the other Loan Documents or available to it at law or in
equity.

1.   REMEDIES.  The rights, remedies and powers of Payee, as provided in this
Note and the other Loan Documents, are cumulative and concurrent, and may be
pursued singly, successively or together against Maker, the property
described in any of the Loan Documents, any guarantor of Maker's obligations
and any other security given at any time to secure the payment of Maker's
obligations, all at the sole discretion of Payee.  Payee may resort to every
other right or remedy available at law or in equity without first exhausting
the rights and remedies contained in this Note or the other Loan Documents,
all in Payee's sole discretion.  Failure of Payee, for any period of time or
on more than one occasion, to exercise its option to accelerate the maturity
of this Note shall not constitute a waiver of the right to exercise such
right at any time during the continued existence of any Event of Default
under any of the Loan Documents or in the event of any subsequent Event of
Default under this Note or any of the other Loan Documents.  Payee shall not
by any other omission or act be deemed to waive any of its rights or remedies
under the this Note or the other Loan Documents unless such waiver is
contained in a writing signed by Payee, and then only to the extent
specifically set forth in such writing.  A waiver in connection with one
event shall not be construed as continuing or as a bar to or waiver of any
right or remedy in connection with a subsequent event.




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1.     WAIVERS AND CONSENTS.  Maker and each endorser, guarantor, surety or
accommodation party of this Note and each other person liable or to become
liable for any part of the indebtedness evidenced by this Note, waives
presentment for payment, demand, notice of nonpayment, notice of dishonor,
protest of any dishonor, notice of protest and protest of this Note, and all
other notices in connection with the delivery, acceptance, performance,
default or enforcement of the payment of this Note, and agree that their
liability shall be unconditional and without regard to the liability of any
other party and shall not be in any manner affected by any indulgence,
extension of time, renewal, waiver or modification granted or consented to by
Payee.  Maker and each such endorser, guarantor, surety, accommodation party
and person liable or to become liable further consent to every extension of
time, renewal, waiver or modification that may be granted by Payee with
respect to the payment or other provisions of this Note, and to the release
of any collateral given to secure the payment of amounts owing under this
Note, with or without substitution, and agree that additional makers or
guarantors or endorsers may become parties to this Note without notice to
Maker or any other parties and without affecting the liability of Maker or
any other parties under this Note.

1.     MISCELLANEOUS.
2.
          (a)  GOVERNING LAW.  All questions with respect to the
construction of this Note and the rights and liabilities of the parties to
this Note shall be governed by the laws of the State of California.

          (b)  BINDING ON SUCCESSORS.  This Note shall inure to the
benefit of, and shall be binding upon, the successors and assigns of each of
the parties to this Note.

          (c)  ATTORNEYS' FEES.

               (i)     Maker shall reimburse Payee for all reasonable
attorneys' fees, costs and expenses, incurred by Payee in connection with the
enforcement of Payee's rights under this Note and each of the other Loan
Documents, including, without limitation, reasonable attorneys' fees, costs
and expenses for trial, appellate proceedings, out-of-court negotiations,
workouts and settlements or for enforcement of rights under any state or
federal statute, including, without limitation, reasonable attorneys' fees,
costs and expenses incurred to protect Payee's security and attorneys' fees,
costs and expenses incurred in bankruptcy and insolvency proceedings such as
(but not limited to) seeking relief from stay in a bankruptcy proceeding.
The term "expenses" means any expenses incurred by Payee in connection with
any of the out-of-court, or state, federal or bankruptcy proceedings referred
to above, including, without limitation, the fees and expenses of any
appraisers, consultants and expert witnesses retained or consulted by Payee
in connection with any such proceeding.

               (ii)     Payee shall also be entitled to its attorneys'
fees, costs and expenses incurred in any post-judgment proceedings to collect
and enforce the judgment.  This provision is separate and several and shall
survive the merger of this Note into any judgment on this Note.

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          (d)  ENTIRE AGREEMENT.  This Note and the other Loan Documents
constitute the entire agreement and understanding between and among the
parties in respect of the subject matter of such agreements and supersede all
prior agreements and understandings with respect to such subject matter,
whether oral or written.

          (e)  WAIVERS.  Waiver by Payee of any term, covenant or condition
under this Note or the other Loan Documents, or of any default by Maker under
this Note or the other Loan Documents, or any failure by Payee to insist upon
strict performance by Maker of any term, covenant or condition contained in
this Note or the other Loan Documents, shall be effective or binding on Payee
only if made in writing by Payee; no such wavier shall be implied from any
omission by Payee to take action with respect to any such term, covenant,
condition or default.  No express written waiver by Payee of any term,
covenant, condition or default shall affect any other term, covenant,
condition or default or cover any other time period than the application of
any such term, covenant or condition to the matter as to which a waiver has
been given or the default or time period specified in such express waiver.
This Note may be amended only by an instrument in writing signed by Maker and
Payee.

          (f)  SEVERABILITY.  If any part of this Note is declared invalid
for any reason, such shall not affect the validity of the rest of the Note.
The other parts of this Note shall remain in effect as if this Note had been
executed without the invalid part.  The parties declare that they intend and
desire that the remaining parts of this Note continue to be effective without
any part or parts that have been declared invalid.

     8.   WAIVER OF TRIAL BY JURY.  EACH OF MAKER AND PAYEE WAIVES TRIAL BY
JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR PROCEEDING IN RESPECT OF OR
ARISING OUT OF THIS NOTE OR THE OTHER LOAN DOCUMENTS OR THE CONDUCT OF THE
RELATIONSHIP BETWEEN PAYEE AND MAKER.  BOTH MAKER AND PAYEE HAVE OBTAINED THE
ADVICE OF THEIR RESPECTIVE LEGAL COUNSEL BEFORE SIGNING THIS NOTE AND
ACKNOWLEDGE THAT THEY VOLUNTARILY AGREED TO THIS WAIVER OF THEIR RIGHT TO A
TRIAL BY JURY WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND LEGAL CONSEQUENCE.

                                       KENNEDY-WILSON, INC., a Delaware
                                       corporation



                                       By:  /s/ Freeman Lyle
                                          -------------------------------
                                          Freeman Lyle
                                          Executive Vice President




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