FIXED RATE NOTE


$2,250,000.00                                                 October 30, 1997


         FOR  VALUE  RECEIVED  NHTC REAL  ESTATE,  INC.,  a Florida  corporation
(hereinafter  referred to as "Maker"),  promises to pay to the order of BANC ONE
MORTGAGE  CAPITAL  MARKETS,  LLC,  a Delaware  limited  liability  company,  its
successors and assigns  (hereinafter  referred to as "Payee"),  at the office of
Payee or its agent,  designee,  or  assignee at 3030 South  Gessner,  Suite 280,
Houston,  Texas 77063,  Attn: Loan  Servicing,  or at such place as Payee or its
agent,  designee,  or assignee may from time to time  designate in writing,  the
principal  sum of TWO MILLION  TWO HUNDRED  FIFTY  THOUSAND  AND NO/100  DOLLARS
($2,250,000.00),  in lawful money of the United States of America, with interest
thereon  to be  computed  on the  unpaid  principal  balance  from  time to time
outstanding at the Applicable  Interest Rate (hereinafter  defined) at all times
prior to the  occurrence  of an Event of Default  (as  defined  in the  Mortgage
[hereinafter defined]).

                        ARTICLE I - TERMS AND CONDITIONS

         1.1      Payment of Principal and Interest.  Principal and accrued 
interest hereunder shall be payable in installments as follows:

         (a)      A payment of interest only on the date hereof for the period
                  from the date hereof through October 30, 1997, both inclusive;

         (b)      A constant payment of $17,725.10, on the first day of 
                  December, 1997 and on the first day of each calendar month 
                  thereafter up to and including the first day of October, 2007;

and the unpaid balance of said  principal sum,  together with accrued and unpaid
interest  and any other  amounts due under this Note shall be due and payable on
the first day of  November,  2007 or upon  earlier  maturity  hereof  whether by
acceleration or otherwise (the "Maturity Date").

         1.2 Computation of Interest. Interest on the principal sum of this Note
shall be  calculated  on the basis of a three  hundred  sixty (360) day year and
shall be payable on the actual days  elapsed for any month in which  interest is
being calculated, except that in any event interest calculated with reference to
the maximum rate  permitted by applicable law shall be calculated by multiplying
the actual number of days elapsed in such period by a daily rate based on a year
of 365/366 days (as  applicable).  In computing  the number of days during which
such interest  accrues,  the day on which funds are initially  advanced shall be
included  regardless  of the time of day such  advance  is made,  and the day on
which funds are repaid shall be included  unless  repayment is credited prior to
close

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of business.

         1.3 Application of Payments.  Payments under this Note shall be applied
first,  to the payment of interest and other costs and charges due in connection
with this Note or the Debt (as hereinafter  defined), in such order as Payee may
determine in its sole  discretion,  and the balance shall be applied  toward the
reduction of the principal sum. All amounts due under this Note shall be payable
without setoff, counterclaim or any other deduction whatsoever.

         1.4      Applicable Interest Rate.  The term "Applicable Interest Rate
means from the date of this Note through and including the Maturity Date, a rate
of Eight and 24/100 percent (8.24%) per annum.

         1.5 Security; Loan Documents. This Note is evidenced and/or secured by,
and Payee is entitled to the  benefits of, the  Mortgage,  the  Assignment,  the
Environmental Agreement, and the other Loan Documents (hereinafter defined). The
term "Mortgage" means the Mortgage and Security  Agreement dated the date hereof
given by Maker for the use and benefit of Payee  covering the estate of Maker in
certain  premises  as  more  particularly   described  therein  (the  "Mortgaged
Property").  The term  "Assignment"  means the Assignment of Leases and Rents of
even date herewith executed by Maker in favor of Payee. The term  "Environmental
Agreement" means the Environmental  Liabilities  Agreement of even date herewith
executed  by  Maker  in  favor  of  Payee.  The  term  "Loan  Documents"  refers
collectively  to this Note,  the Mortgage,  the  Assignment,  the  Environmental
Agreement and any and all other documents  executed in connection with this Note
or now or hereafter executed by Maker and/or others and by or in favor of Payee,
which evidence the  obligations of Maker in connection with this loan being made
to Maker or which wholly or partially  secure or guarantee  payment of this Note
or pertain to the  indebtedness  evidenced by this Note (as same may be amended,
renewed or restated from time to time).

         1.6 Late Charges. If any installment payable under this Note (including
the final  installment due on the Maturity Date) is not received by Payee within
ten  (10)  days  after  the  date on  which  it is due  (without  regard  to any
applicable cure and/or notice  period),  Maker shall pay to Payee upon demand an
amount  equal to the lesser of (a) five  percent  (5%) of such unpaid sum or (b)
the maximum amount  permitted by applicable law to defray the expenses  incurred
by Payee in handling and processing  such  delinquent  payment and to compensate
Payee for the loss of the use of such delinquent payment,  and such amount shall
be secured by the Loan Documents.

         1.7 Event of Default. So long as an Event of Default exists, Payee may,
at its option,  without  notice or demand to Maker,  accelerate  the maturity of
this Note and the obligations of Maker under the Loan Documents, and declare the
Debt  immediately  due and  payable.  All  remedies  hereunder,  under  the Loan
Documents  and at law or in equity  shall be  cumulative.  In the event  that it
should become  necessary to employ  counsel to collect the Debt or to protect or
foreclose the security for the Debt or to defend against any claims  asserted by
Maker arising from or related to the

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Loan  Documents,  Maker  also  agrees  to pay to Payee on  demand  all  costs of
collection or defense  incurred by Payee,  including  reasonable  attorneys' and
paralegals' fees and expenses for the services of counsel whether or not suit be
brought,  and  including  without  limitation,  all  attorneys'  fees and  costs
incurred at all trial and appellate  levels,  in any bankruptcy  proceeding,  or
otherwise. The term "Debt" means, collectively, (i) the unpaid principal balance
of and the  accrued but unpaid  interest on this Note,  (ii) all other sums due,
payable or  reimbursable to Payee under the Loan Documents  (including,  without
limitation,  sums due or payable by Maker for deposit into the Tax and Insurance
Escrow  Fund [as  defined in the  Mortgage],  the  Replacement  Escrow  Fund [as
defined in the  Mortgage],  and any other escrows  established or required under
the Loan Documents),  and (iii) any and all other liabilities and obligations of
Maker under this Note or the other Loan Documents.

         1.8 Default  Rate.  Upon the  occurrence  of an Event of Default  Maker
shall pay interest on the entire unpaid  principal sum and any other amounts due
under the Loan Documents at the rate equal to the lesser of (a) the maximum rate
permitted by applicable  law, or (b) the greater of (i) three percent (3%) above
the  Applicable  Interest  Rate or (ii) four  percent  (4%) above the Prime Rate
(hereinafter  defined),  in effect at the time of the occurrence of the Event of
Default  (the  "Default  Rate").  The term "Prime Rate" means the annual rate of
interest publicly announced by Citibank, N.A. in New York, New York, as its base
rate, as such rate shall change from time to time. If Citibank,  N.A.  ceases to
announce a base rate,  Prime Rate shall mean the rate of interest  published  in
the Money Rates section of The Wall Street Journal.  If more than one Prime Rate
is  published  in The Wall Street  Journal  for a day,  the average of the Prime
Rates  shall be used,  and such  average  shall  be  rounded  up to the  nearest
one-quarter  of one percent  (0.25%).  In the event that The Wall Street Journal
should cease or temporarily interrupt  publication,  the term "Prime Rate" shall
mean the daily average prime rate published in another  business  newspaper,  or
business section of a newspaper,  of national  standing and general  circulation
chosen by Payee. In the event that a prime rate is no longer generally published
or is limited, regulated or administered by a governmental or quasi-governmental
body, then Payee shall select a comparable  interest rate index which is readily
available and  verifiable to Maker but is beyond  Payee's  control.  The Default
Rate shall be computed  from the  occurrence  of the Event of Default  until the
actual  receipt  and  collection  of a sum of  money  determined  by Payee to be
sufficient  to cure the Event of  Default.  Amounts of  interest  accrued at the
Default Rate shall constitute a portion of the Debt, and shall be deemed secured
by the Loan  Documents.  This  clause,  however,  shall not be  construed  as an
agreement or  privilege to extend the date of the payment of the Debt,  nor as a
waiver  of any  other  right  or  remedy  accruing  to Payee  by  reason  of the
occurrence of any Event of Default.

         1.9 Prepayment.  The principal  balance of this Note may not be prepaid
in whole or in part  (except  with  respect to the  application  of  casualty or
condemnation  proceeds)  prior to the  third  (3rd)  Loan  Year (as  hereinafter
defined). During the third (3rd) Loan Year or at anytime thereafter, provided no
Event of Default exists,  the principal balance of this Note may be prepaid,  in
whole but not in part  (except with  respect to the  application  of casualty or
condemnation  proceeds),  on any scheduled payment date under this Note upon not
less than  thirty  (30) days  prior  written  notice to Payee  (the  "Prepayment
Notice") specifying the scheduled payment date on which prepayment is

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to be made (the "Prepayment  Date") and upon payment of (a) interest accrued and
unpaid on the principal  balance of this Note to and  including  the  Prepayment
Date  together  with a payment of all  interest  which would have accrued on the
principal  balance of this Note to and  including  the first day of the calendar
month immediately  following the Prepayment Date, if such prepayment occurs on a
date which is not the first day of a calendar  month  (the  "Shortfall  Interest
Payment"),  (b) all  other  sums then due  under  this  Note and the other  Loan
Documents,  and (c) if the Prepayment Date occurs prior to the date which is six
months prior to the Maturity  Date  payment of a prepayment  consideration  (the
"Prepayment  Consideration")  in an amount equal to the greater of: (A) one (1%)
percent of the principal amount of this Note being prepaid;  and (B) the present
value  of  a  series  of  payments  each  equal  to  the  Payment   Differential
(hereinafter  defined)  and  payable  on each  monthly  payment  date  over  the
remaining  original term of this Note and on the Maturity Date discounted at the
Reinvestment Yield (hereinafter defined) for the number of months remaining from
the Prepayment Date to each such monthly payment date and the Maturity Date. The
term "Reinvestment Yield" as used herein shall be equal to the lesser of (a) the
yield on the U.S. Treasury issue (primary issue) with a maturity date closest to
the Maturity Date, or (b) the yield on the U.S.  Treasury issue (primary  issue)
with a term  equal to the  remaining  average  life of the Debt,  with each such
yield  being  based on the bid price  for such  issue as  published  in The Wall
Street  Journal  on the date that is 14 days  prior to the  Prepayment  Date set
forth in the  Prepayment  Notice (or, if such bid price is not published on that
date,  the next  preceding  date on which  such bid price is so  published)  and
converted to a monthly compounded nominal yield. The term "Payment Differential"
as used  herein  shall be equal to (x) the  Applicable  Interest  Rate minus the
Reinvestment  Yield,  divided by (y) 12 and  multiplied by (z) the principal sum
outstanding  after  application  of the  Constant  Monthly  Payment  due on such
Prepayment  Date,  provided that the Payment  Differential  shall in no event be
less than zero.  In no event,  however,  shall Payee be required to reinvest any
prepayment  proceeds in U.S.  Treasury  obligations  or  otherwise.  Payee shall
notify  Maker of the  amount  and the  basis of  determination  of the  required
Prepayment  Consideration.  If a  Prepayment  Notice  is given by Maker to Payee
pursuant to this Section 1.9, the  principal  balance of this Note and the other
sums  required  under this  Article  shall be due and payable on the  Prepayment
Date.  Payee shall notify Maker of the amount and the basis of  determination of
the  required  prepayment  consideration.  If any such notice of  prepayment  is
given, the principal balance of this Note and the other sums required under this
paragraph  shall be due and payable on the Prepayment  Date.  Payee shall not be
obligated to accept any prepayment of the principal  balance of this Note unless
it is accompanied by the prepayment  consideration due in connection  therewith.
Notwithstanding  the  foregoing,  Maker shall have the  additional  privilege to
prepay the entire  principal  balance of this Note (together with any other sums
constituting  the Debt) on any scheduled  payment date during the six (6) months
preceding the Maturity Date without any fee or consideration for such privilege.
In the event of any permitted  partial  prepayment  of the principal  balance of
this Note,  the amount of principal  prepaid (but not including  any  Prepayment
Consideration or interest) shall be applied to the principal last due under this
Note and shall not release Maker from the obligation to pay the Constant Monthly
Payments  next  becoming  due under this Note and the Constant  Monthly  Payment
shall not be adjusted or  recalculated  as a result of such partial  prepayment.
The term "Loan Year" for purposes

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of this paragraph  means each complete  365-day period (366 days in a leap year)
after the first scheduled payment date set forth in Section 1.1 of this Note.

         If following the occurrence of any Event of Default, Maker shall tender
payment of an amount  sufficient to satisfy the Debt at any time prior to a sale
of the Mortgaged  Property,  either  through  foreclosure or the exercise of the
other remedies available to Payee under the Mortgage, such tender by Maker shall
be deemed to be a voluntary  prepayment  under this Note in the amount tendered.
If at the time of such tender,  prepayment of the principal balance of this Note
is not permitted, Maker shall, in addition to the entire Debt, also pay to Payee
a sum equal to interest  which would have  accrued on the  principal  balance of
this Note at the  Applicable  Interest  Rate in effect on the date which is five
(5) days prior to the date of  prepayment,  from the date of such  tender to the
first day of the period during which prepayment of the principal balance of this
Note would have been permitted,  together with a prepayment  consideration equal
to the  prepayment  consideration  which would have been payable as of the first
day of the period during which prepayment  would have been permitted.  If at the
time of  such  tender,  prepayment  of the  principal  balance  of this  Note is
permitted,  Maker shall,  in addition to the entire Debt,  also pay to Payee the
applicable  prepayment  consideration  specified in this Note. If the prepayment
results  from  the  application  to the  Debt of the  casualty  or  condemnation
proceeds  from the  Mortgaged  Property,  no  prepayment  consideration  will be
imposed.  Partial  prepayments of principal  resulting  from the  application of
casualty  or  insurance  proceeds  to the Debt shall not  change the  amounts of
subsequent monthly  installments nor change the dates on which such installments
are due, unless Payee shall otherwise agree in writing.

         1.10 Waivers.  Except as  specifically  provided in the Loan Documents,
Maker and any endorsers,  sureties or  indemnitors  hereof jointly and severally
waive  presentment  and  demand  for  payment,  notice of  intent to  accelerate
maturity, notice of acceleration of maturity,  protest and notice of protest and
non-payment, all applicable exemption rights, valuation and appraisement, notice
of demand,  and all other notices in connection  with the delivery,  acceptance,
performance, default or enforcement of the payment of this Note and the bringing
of suit and  diligence in taking any action to collect any sums owing  hereunder
or in  proceeding  against  any of the rights and  collateral  securing  payment
hereof.  Maker and any surety,  endorser or indemnitor hereof agree (i) that the
time for any payments hereunder may be extended from time to time without notice
and consent, (ii) to the acceptance of further collateral,  (iii) the release of
any  existing  collateral  for the  payment  of this  Note,  (iv) to any and all
renewals,  waivers or modifications that may be granted by Payee with respect to
the payment or other provisions of this Note, and/or (v) that additional makers,
endorsers,  indemnitors or sureties may become parties hereto all without notice
to them and  without  in any  manner  affecting  their  liability  under or with
respect to this Note.  No  extension of time for the payment of this Note or any
installment  hereof shall  affect the  liability of Maker under this Note or any
endorser  or  indemnitor  hereof  even  though  the  Maker or such  endorser  or
indemnitor is not a party to such agreement.

         Failure of Payee to exercise any of the options granted herein to Payee
upon the  happening  of one or more of the events  giving  rise to such  options
shall not constitute a waiver of the right to

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exercise the same or any other option at any  subsequent  time in respect to the
same or any other event.  The acceptance by Payee of any payment  hereunder that
is less than  payment in full of all amounts due and payable at the time of such
payment  shall  not  constitute  a waiver of the  right to  exercise  any of the
options  granted  herein  to Payee  at that  time or at any  subsequent  time or
nullify  any prior  exercise of any such  option  without  the  express  written
acknowledgment of the Payee.

         1.11     Recourse Liability Limitation.  Notwithstanding anything in 
the Loan Documents to the contrary, but subject to the qualifications below, 
Payee and Maker agree that:

         (A) Maker shall be liable  upon the Debt and for the other  obligations
arising under the Loan  Documents to the full extent (but only to the extent) of
the security therefor, the same being all properties (whether real or personal),
rights,  estates and interests now or at any time hereafter securing the payment
of the Debt  and/or  the other  obligations  of Maker  under the Loan  Documents
(collectively with the Mortgaged Property, the "Security Property");

         (B) If a default  occurs in the timely and proper payment of all or any
part  of  the  Debt  or in the  timely  and  proper  performance  of  the  other
obligations of Maker under the Loan Documents,  any judicial proceedings brought
by Payee against  Maker shall be limited to the  preservation,  enforcement  and
foreclosure,   or  any  thereof,  of  the  liens,   security  titles,   estates,
assignments, rights and security interests now or at any time hereafter securing
the  payment of the Debt  and/or the other  obligations  of Maker under the Loan
Documents,  and no  attachment,  execution  or other  writ of  process  shall be
sought,  issued or levied  upon any assets,  properties  or funds of Maker other
than the Security Property, except with respect to the liability described below
in this section; and

         (C) In the  event of a  foreclosure  of such  liens,  security  titles,
estates,  assignments,  rights or security interests securing the payment of the
Debt and/or the other obligations of Maker under the Loan Documents, no judgment
for any  deficiency  upon the Debt shall be sought or obtained by Payee  against
Maker, except with respect to the liability described below in this section (C);
provided that, notwithstanding the foregoing provisions of this section, nothing
contained therein shall in any manner or way release, affect or impair the right
of Payee to recover,  and Maker shall be fully and personally liable and subject
to legal  action  for,  any  loss,  cost,  or  expense,  damage,  claim or other
obligation  (including without limitation  reasonable  attorneys' fees and court
costs)  incurred or suffered by Payee arising out of or in  connection  with the
following:  (i) for  proceeds  paid under any  insurance  policies (or paid as a
result of any other  claim or cause of action  against  any person or entity) by
reason of damage,  loss or  destruction  to all or any  portion of the  Security
Property, to the full extent of such proceeds not previously delivered to Payee,
but which, under the terms of the Loan Documents,  should have been delivered to
Payee,  (ii) for proceeds or awards  resulting  from the  condemnation  or other
taking in lieu of condemnation  of all or any portion of the Security  Property,
or any of them,  to the full extent of such  proceeds  or awards not  previously
delivered to Payee,  but which,  under the terms of the Loan  Documents,  should
have been delivered to Payee,  (iii) for all tenant  security  deposits or other
refundable  deposits  paid to or held by Maker or any other  person or entity in
connection with leases of all or any portion of

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the Security  Property which are not applied in accordance with the terms of the
applicable lease or other agreement,  (iv) for rent and other payments  received
from tenants  under leases of all or any portion of the Security  Property  paid
more than one month in advance, (v) for rents,  issues,  profits and revenues of
all or any portion of the Security  Property  received or applicable to a period
after any notice of default from Payee  hereunder or under the Loan Documents in
the event of any default by Maker  hereunder or thereunder  which are not either
applied to the  ordinary  and  necessary  expenses of owning and  operating  the
Security  Property or paid to Payee,  (vi) for waste  committed  on the Security
Property,  damage  to the  Security  Property  as a  result  of the  intentional
misconduct or gross  negligence of Maker or any of its  principals,  officers or
general partners,  or any agent or employee of any such persons,  or any removal
of the Security Property in violation of the terms of the Loan Documents, to the
full extent of the losses or damages incurred by Payee on account of such waste,
damage or  removal,  (vii) for  failure  to pay any  valid  taxes,  assessments,
mechanic's liens, materialmen's liens or other liens which could create liens on
any  portion of the  Security  Property  which  would be superior to the lien or
security title of the Mortgage or the other Loan  Documents,  to the full extent
of the amount claimed by any such lien claimant, and for failure to maintain the
escrows for taxes and  insurance  required  under the  Mortgage,  (viii) for all
obligations  and  indemnities  of Maker  under the Loan  Documents  relating  to
hazardous  or  toxic  substances  or  compliance  with  environmental  laws  and
regulations  to the full  extent  of any  losses  or  damages  (including  those
resulting from diminution in value of any Security  Property)  incurred by Payee
as a result of the existence of such hazardous or toxic substances or failure to
comply with  environmental  laws or  regulations,  (ix) for  Maker's  failure to
obtain Payee's prior written  consent to any voluntary  transfer of the Security
Property,  to the full  extent of any losses,  damages and  expenses of Payee on
account thereof, and (x) for fraud or material misrepresentation by Maker or any
of its principals,  officers, or general partners,  any indemnitor or any agent,
employee or other person authorized or apparently  authorized to make statements
or  representations  on behalf of Maker,  any  principal,  officer or partner of
Maker, any indemnitor, to the full extent of any losses, damages and expenses of
Payee on account thereof.  References herein to particular  sections of the Loan
Documents  shall be deemed  references  to such  sections  as  affected by other
provisions of the Loan Documents  relating  thereto.  Nothing  contained in this
section shall (1) be deemed to be a release or  impairment  of the  indebtedness
evidenced  by this  Note or the  other  obligations  of  Maker  under  the  Loan
Documents or the lien of the Loan Documents upon the Security  Property,  or (2)
preclude  Payee from  foreclosing  the Loan  Documents in case of any default or
from  enforcing  any of the  other  rights  of Payee  except  as  stated in this
section,  or (3)  limit or  impair  in any way  whatsoever  any  indemnity  (the
"Indemnity")   executed  and  delivered  in  connection  with  the  indebtedness
evidenced by this Note or release,  relieve,  reduce, waive or impair in any way
whatsoever, any obligation of any party to the Indemnity.

                         ARTICLE II - GENERAL PROVISIONS

         2.1      No Waiver.  Nothing herein shall be deemed to be a waiver of
any right which Payee may have under Sections 506(a), 506(b), 1111(b) or any 
other provisions of the U.S. Bankruptcy

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Code to file a claim  for the  full  amount  of the  Debt  secured  by the  Loan
Documents or to require that all collateral  shall continue to secure all of the
Debt owing to Payee in accordance with this Note and the other Loan Documents.

         2.2 Authority of Maker.  Maker (and the undersigned  representative  of
Maker, if any)  represents that Maker has full power,  authority and legal right
to execute,  deliver and perform its  obligations  pursuant to this Note and the
other Loan Documents and that this Note and the other Loan Documents  constitute
legal, valid and binding obligations of Maker. Maker further represents that the
loan  evidenced  by the  Loan  Documents  was made for  business  or  commercial
purposes and not for personal, family or household use.

         2.3 Notices. All notices or other communications  required or permitted
to be given  pursuant  hereto  shall be given in the manner and be  effective as
specified in the Mortgage, directed to the parties at their respective addresses
as provided therein.

         2.4 Assignment/Sale of Loan. Payee shall have the unrestricted right at
any time or from time to time to sell this Note and the loan  evidenced  by this
Note and the Loan  Documents or  participation  interests  therein.  Maker shall
execute,  acknowledge and deliver any and all instruments  requested by Payee to
satisfy such purchasers or participants that the unpaid  indebtedness  evidenced
by this Note is  outstanding  upon the terms and provisions set out in this Note
and the other Loan Documents. To the extent, if any specified in such assignment
or participation,  such assignee(s) or participant(s)  shall have the rights and
benefits  with  respect  to this  Note  and the  other  Loan  Documents  as such
assignee(s) or participant(s) would have if they were the Payee hereunder.

         2.5 Usury Savings Clause.  It is expressly  stipulated and agreed to be
the intent of Maker and Payee at all times to comply with  applicable  state law
or applicable  United States federal law (to the extent that it permits Payee to
contract for, charge, take, reserve or receive a greater amount of interest than
under state law) and that this section shall  control  every other  covenant and
agreement  in this Note and the other  Loan  Documents.  If the  applicable  law
(state or federal) is ever  judicially  interpreted so as to render usurious any
amount called for under this Note or under any of the other Loan  Documents,  or
contracted  for,  charged,  taken,  reserved  or  received  with  respect to the
indebtedness evidenced by this Note and the other Loan Documents,  or if Payee's
exercise  of the option to  accelerate  the  maturity  of this  Note,  or if any
prepayment  by Maker results in Maker having paid any interest in excess of that
permitted by applicable  law, then it is Maker's and Payee's express intent that
all excess amounts  theretofore  collected by Payee be credited on the principal
balance  of this Note (or,  if this  Note has been or would  thereby  be paid in
full,  refunded to Maker),  and the  provisions  of this Note and the other Loan
Documents immediately be deemed reformed and the amounts thereafter  collectible
hereunder and thereunder reduced,  without the necessity of the execution of any
new document,  so as to comply with the applicable  law, but so as to permit the
recovery of the fullest amount  otherwise  called for hereunder and  thereunder.
All sums  paid or  agreed  to be paid to  Payee  for the  use,  forbearance  and
detention of the  indebtedness  evidenced hereby and by the other Loan Documents
shall, to the extent permitted by applicable law, be

FIXED RATE NOTE
BANC ONE/TRICOM EXECUTIVE CENTER
FILE NO. 74129


DAL02:82975.3
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amortized,  prorated,  allocated  and  spread  throughout  the full term of such
indebtedness  until  payment in full so that the rate or amount of  interest  on
account of such  indebtedness  does not exceed the maximum rate permitted  under
applicable  law from time to time in effect and  applicable to the  indebtedness
evidenced  hereby  for  so  long  as  such  indebtedness   remains  outstanding.
Notwithstanding anything to the contrary contained herein or in any of the other
Loan  Documents,  it is not the intention of Payee to accelerate the maturity of
any interest that has not accrued at the time of such acceleration or to collect
unearned interest at the time of such acceleration.

         2.6  Governing  Law;  Jurisdiction.  THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE IN WHICH THE REAL  PROPERTY
ENCUMBERED  BY THE MORTGAGE IS LOCATED  (WITHOUT  REGARD TO ANY CONFLICT OF LAWS
PRINCIPLES)  AND THE  APPLICABLE  LAWS OF THE UNITED  STATES OF  AMERICA.  MAKER
HEREBY  IRREVOCABLY  SUBMITS  TO THE  JURISDICTION  OF ANY  COURT  OF  COMPETENT
JURISDICTION  LOCATED  IN THE STATE IN WHICH  SUCH REAL  PROPERTY  IS LOCATED IN
CONNECTION WITH ANY PROCEEDING OUT OF OR RELATING TO THIS NOTE.

         2.7 Waiver of Jury Trial.  MAKER HEREBY  AGREES NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE  TRIABLE  OF RIGHT BY JURY,  AND  WAIVES ANY RIGHT TO TRIAL BY
JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR  HEREAFTER  EXIST WITH
REGARD TO THIS NOTE OR THE OTHER LOAN DOCUMENTS,  OR ANY CLAIM,  COUNTERCLAIM OR
OTHER ACTION ARISING IN CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED TO THOSE
RELATING TO (A) ALLEGATIONS  THAT A PARTNERSHIP  EXISTS BETWEEN PAYEE AND MAKER;
(B) USURY OR PENALTIES OR DAMAGES  THEREFOR;  (C) ALLEGATIONS OF  UNCONSCIONABLE
ACTS,  DECEPTIVE  TRADE  PRACTICE,  LACK OF GOOD FAITH OR FAIR DEALING,  LACK OF
COMMERCIAL REASONABLENESS, OR SPECIAL RELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR
CONFIDENTIAL  RELATIONSHIP);  (D) ALLEGATIONS OF DOMINION,  CONTROL,  ALTER EGO,
INSTRUMENTALITY, FRAUD, REAL ESTATE FRAUD, MISREPRESENTATION,  DURESS, COERCION,
UNDUE  INFLUENCE,  INTERFERENCE  OR  NEGLIGENCE;  (E)  ALLEGATIONS  OF  TORTIOUS
INTERFERENCE WITH PRESENT OR PROSPECTIVE BUSINESS RELATIONSHIPS OR OF ANTITRUST;
OR (F) SLANDER, LIBEL OR DAMAGE TO REPUTATION.  THIS WAIVER OF RIGHT TO TRIAL BY
JURY IS GIVEN KNOWINGLY AND  VOLUNTARILY BY MAKER,  AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY  EACH  INSTANCE  AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE  ACCRUE.  PAYEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS
PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY MAKER.

         2.8      Entire Agreement.  THE PROVISIONS OF THIS NOTE AND THE LOAN
DOCUMENTS MAY BE AMENDED OR REVISED ONLY BY AN INSTRUMENT IN

FIXED RATE NOTE
BANC ONE/TRICOM EXECUTIVE CENTER
FILE NO. 74129


DAL02:82975.3
                                        9

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WRITING  SIGNED  BY THE  MAKER  AND  PAYEE.  THIS  NOTE AND ALL THE  OTHER  LOAN
DOCUMENTS  EMBODY THE FINAL,  ENTIRE  AGREEMENT OF MAKER AND PAYEE AND SUPERSEDE
ANY AND ALL PRIOR COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS AND UNDERSTANDINGS,
WHETHER  WRITTEN OR ORAL,  RELATING  TO THE  SUBJECT  MATTER  HEREOF AND THEREOF
EXCEPT AS EXPRESSLY SET FORTH HEREIN,  AND MAY NOT BE  CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR,  CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF MAKER AND PAYEE. THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.

         Executed as of the day and year first above written.

                                     MAKER:
WITNESSES:
                                                     NHTC REAL ESTATE, INC.,
                                                     a Florida corporation
(Signature)

(Printed Name)                                       By:
                                                              Neal R. Heller
                                                              President
(Signature)

(Printed Name)


FIXED RATE NOTE
BANC ONE/TRICOM EXECUTIVE CENTER
FILE NO. 74129


DAL02:82975.3
                                       10

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         Pay  to  the  order  of  ____________________________________,  without
recourse.




                                       By:
                                      Name:
                                     Title:



FIXED RATE NOTE
BANC ONE/TRICOM EXECUTIVE CENTER
FILE NO. 74129


DAL02:82975.3
                                       11