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                                                                    EXHIBIT 10.2

                              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, agreement 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 its 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 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 waiver 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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