JANUS HOTELS & RESORTS INC
PROMISSORY NOTE WITH ELBE FINANCIAL
<DOCUMENT>
<TYPE>EX-10.37A
<SEQUENCE>3
<FILENAME>janus10k_ex1037a123102.txt
<DESCRIPTION>PROMISSORY NOTE WITH ELBE FINANCIAL
<TEXT>
                                                               Exhibit 10.37(a)

                          $8,613,060.00 PROMISSORY NOTE
                                RECAST AGREEMENT


         This Promissory Note Recast Agreement is entered into with effect
December 31, 2002, by and between JANUS HOTELS AND RESORTS, INC., a Delaware
corporation with its principal place of business located at 2300 Corporate
Boulevard, NW, Suite 232, Boca Raton, Florida 33431-8596 ("Payor") and ELBE
FINANCIAL GROUP, LLC ("Payee").

         WHEREAS, the $8,613,060.00 Promissory Note between Payor and Payee to
be recast is attached hereto as Exhibit "A" and by reference made a part hereof;
AND

         WHEREAS, the principal balance on the $8,613,060.00 Promissory Note as
of December 31, 2002, is $8,613,060.00; AND

         WHEREAS, the parties desire to recast the Promissory Note of
$8,613,060.00 into three separate Promissory Notes of $2,539,112.58,
$5,073,947.42, and $1,000,000.00 as of December 31, 2002.

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises and agreements herein above and herein after set forth and other good
and valuable consideration, the parties hereby agree as follows:

1.       The Promissory Note for $8,613,060.00  shall be cancelled as of
         December 31, 2002, in lieu of three separate  Promissory Notes
         for $2,539,112.58, $5,073,947.42, and $1,000,000.00

2.       Payor shall execute three new Promissory Notes in favor of Payee
         dated December 31, 2002 for $2,539,112.58, $5,073,947.42, and
         $1,000,000.00, which shall, with the exception of the date and
         principal amount of the Promissory Notes, have the same terms and
         conditions as the $8,613,060.00 Promissory Note.

         IN WITNESS WHEREOF, Payor and Payee have executed this Agreement with
effect December 31, 2002.

PAYOR:                                        PAYEE:
Janus Hotels and Resorts, Inc.                Elbe Financial Group, LLC

By: /s/  Michael M. Nanosky                   By:/s/ Louis S. Beck
    ------------------------                     -----------------
    Michael M. Nanosky, President                Louis S. Beck, Member/Manager




<PAGE>

                                                              Exhibit 10.37(a)


                                 PROMISSORY NOTE


$5,073,947.42                                                December 31, 2002


           THIS PROMISSORY NOTE (this "Note") is made by JANUS HOTELS AND
  RESORTS, INC., a Delaware corporation with its principal place of business
  located at 2300 Corporate Blvd., N.W., Suite 232, Boca Raton, Florida
  33431-8596 ("Payor") in favor of ELBE FINANCIAL GROUP, LLC ("Payee"). This
  Note is being made simultaneously and in conjunction with two other Promissory
  Notes in the amounts of $2,539,112.58 and $1,000,000.00, which will, in the
  aggregate, equal $8,613,060.00.

         For value received, Payor promises to pay Payee the principal of FIVE
  MILLION SEVENTY-THREE THOUSAND NINE HUNDRED FORTY-SEVEN DOLLARS FORTY-TWO
  CENTS ($5,073,947.42) ("Principal") with interest from the date hereof on the
  principal balance at the rate of seven and one-half percent (7 1/2%) per annum
  compounded annually. Interest shall be computed on the basis of the actual
  number of days elapsed over a year of twelve thirty-day months and 360 days.

         The Principal shall be payable in one (1) installment due in full on
December 31, 2011. Effective immediately, all accrued and unpaid interest on
this Note shall be payable in equal quarterly installments due on March 31, June
30, September 30 and December 31 of each year.

         All amounts set forth herein are stated in United States Dollars. All
Principal and interest payments hereunder shall be paid in lawful money of the
United States of America.

         Payor may prepay the indebtedness evidenced by this Note, in whole or
in part, without premium or penalty, at any time or from time to time (each such
prepayment or the applicable portion thereof, a "Prepayment'). Any prepayments
(including Prepayments) shall be applied to the outstanding Principal. Any
partial prepayment shall not postpone the due date of any Principal thereafter
due unless the parties shall otherwise agree in writing.

         Each of the following events shall constitute an Event of Default (an
"Event of Default") under this Note:

                  (a) Failure of Payor to pay any amount due and payable under
this Note by no later than ten (10) days after the due date, whether at the time
scheduled for payment thereof or by reason of acceleration thereof or otherwise;

                  (b) Payor shall: (i) apply for or consent to the appointment
of a receiver, trustee or liquidator on any material part of its property;
(ii) admit in writing its inability to pay debts as they mature; (iii) make a
general assignment for the benefit of creditors; (iv) be adjudicated bankrupt
or insolvent; (v) file a voluntary petition in bankruptcy or a petition or an
answer seeking an arrangement with creditors or take advantage of any
bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law,
or an answer admitting the material allegations of a petition filed against it
in any proceeding under any such law; or (vi) take any action for the purpose
of effectuating any of the foregoing; and





<PAGE>


                                                              Exhibit 10.37(a)

                    (c) Any order, judgment or decree shall be entered, without
  Payor's application, approval or consent, by any court of competent
  jurisdiction, approving a petition seeking reorganization of Payor or of all
  or a substantial part of its assets, or appointing a receiver, custodian,
  trustee, intervenor or liquidator therefor, or such a petition seeking
  reorganization or liquidation shall be filed against Payor and such order,
  judgment or decree shall continue unstayed and in effect for a period of sixty
  (60) days.

           Upon the occurrence of an Event of Default hereunder, at the option
  of Payee: (i) Payee may declare this Note immediately due and payable in full,
  as to Principal, interest and any other sums payable hereunder, whereupon all
  such sums shall be and become immediately due and payable in full; and (ii)
  Payee shall be entitled to exercise forthwith against Payor any and all rights
  and remedies that may otherwise be available to Payee hereunder and at law or
  in equity.

         This Note, and any payments due hereon, shall be subordinate to Senior
Debt, now or hereafter existing, of Payor (as hereinafter defined). "Senior
Debt" shall mean and include the Principal of premium and interest on all (a)
indebtedness of Payor to its creditors other than Payee under this Note and
other than to any stockholder, member, partner, manager, director, officer or
employee of Payor, whether or not secured and whether heretofore or hereafter
incurred (i) for borrowed money whether Payor is liable directly or indirectly
by guarantee, letter of credit or otherwise (exclusive of indebtedness for
borrowed money secured by a mortgage on real property and which is otherwise
non-recourse to the assets of the Company) or (ii) in connection with the
acquisition or lease by Payor of assets, for the payment of which Payor is
liable directly or indirectly by guarantee, letter of credit, obligation to
purchase or acquire or otherwise and (b) renewal, extensions or deferrals of any
such indebtedness. In the event of the distribution of assets of Payor upon
liquidation, dissolution, or reorganization of Payor, then principal, interest,
or premium on Senior Debt shall be paid before any payment is made to Payee. In
the event the Note is declared due and payable before its stated maturity, no
payment shall be made to Payee until principal, interest, and premium on Senior
Debt shall have been paid in full. By acceptance of this Note, Payee agrees to
enter into a subordination agreement on reasonable terms and conditions proposed
by a holder of Senior Debt.

         No remedy conferred upon or reserved or available to Payee shall be
exclusive of any other remedy or remedies available to him, but each and every
remedy shall be cumulative and shall be in addition to every such remedy now or
hereafter existing at law or in equity. No delay or omission on the part of
Payee to exercise any right or power arising upon the occurrence of any Event of
Default shall impair any right or power of Payee or be construed to be a waiver
by Payee of such Event of Default. Any right or power of Payee may be exercised
from time to time and as often as may be deemed expedient by it.

         Payor hereby: (i) waives demand, presentment for payment, notice of
intention to accelerate, notice of acceleration, protest, notice of protest, and
all other notices and diligence in collecting this Note; and (ii) agrees that it
will not be necessary for Payee, in order to enforce payment of this Note, to
first institute suit or exhaust rights against Payor.








<PAGE>

                                                              Exhibit 10.37(a)


         Payor agrees to pay Payee's reasonable expenses to obtain, enforce or
liquidate payment or performance of any of Payor's obligations under this Note,
which expenses shall include reasonable attorneys' fees and expenses incurred by
Payee.

         No waiver or modification of the terms of this Note shall be valid
unless in writing signed by each of Payee and Payor and then only to the extent
therein set forth.

         This Note shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware, without regard to principles of
conflicts of laws.

         This Note shall be binding upon the Payor and its respective successors
and assigns, and shall be enforceable by Payee, its successors, assigns or
subsequent holders of this Note.


         IN WITNESS WHEREOF, Payor has executed and delivered this Note to be
effective as of the day and year first above-written. JANUS HOTELS AND RESORTS,
INC.



By: /s/  Michael M. Nanosky
    ------------------------
    Michael M.  Nanosky, President



<PAGE>


                                                              Exhibit 10.37(a)


                                 PROMISSORY NOTE


$2,539,112.58                                                December 31, 2002


           THIS PROMISSORY NOTE (this "Note") is made by JANUS HOTELS AND
  RESORTS, INC., a Delaware corporation with its principal place of business
  located at 2300 Corporate Blvd., N.W., Suite 232, Boca Raton, Florida
  33431-8596 ("Payor") in favor of ELBE FINANCIAL GROUP, LLC ("Payee"). This
  Note is being made simultaneously and in conjunction with two other Promissory
  Notes in the amounts of $5,073,947.42 and $1,000,000.00, which will, in the
  aggregate, equal $8,613,060.00.

         For value received, Payor promises to pay Payee the principal of TWO
  MILLION FIVE HUNDRED THIRTY-NINE THOUSAND ONE HUNDRED TWELVE DOLLARS
  FIFTY-EIGHT CENTS ($2,539,112.58) ("Principal") with interest from the date
  hereof on the principal balance at the rate of seven and one-half percent (7
  1/2%) per annum compounded annually. Interest shall be computed on the basis
  of the actual number of days elapsed over a year of twelve thirty-day months
  and 360 days.

         The Principal shall be payable in one (1) installment due in full on
December 31, 2011. Effective immediately, all accrued and unpaid interest on
this Note shall be payable in equal quarterly installments due on March 31, June
30, September 30 and December 31 of each year.

         All amounts set forth herein are stated in United States Dollars. All
Principal and interest payments hereunder shall be paid in lawful money of the
United States of America.

         Payor may prepay the indebtedness evidenced by this Note, in whole or
in part, without premium or penalty, at any time or from time to time (each such
prepayment or the applicable portion thereof, a "Prepayment'). Any prepayments
(including Prepayments) shall be applied to the outstanding Principal. Any
partial prepayment shall not postpone the due date of any Principal thereafter
due unless the parties shall otherwise agree in writing.

         Each of the following events shall constitute an Event of Default (an
"Event of Default") under this Note:

                  (a) Failure of Payor to pay any amount due and payable under
this Note by no later than ten (10) days after the due date, whether at the time
scheduled for payment thereof or by reason of acceleration thereof or otherwise;

                    (b) Payor shall: (i) apply for or consent to the appointment
  of a receiver, trustee or liquidator on any material part of its property;
  (ii) admit in writing its inability to pay debts as they mature; (iii) make a
  general assignment for the benefit of creditors; (iv) be adjudicated bankrupt
  or insolvent; (v) file a voluntary petition in bankruptcy or a petition or an
  answer seeking an arrangement with creditors or take advantage of any
  bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law,
  or an answer admitting the material allegations of a petition filed against it
  in any proceeding under any such law; or (vi) take any action for the purpose
  of effectuating any of the foregoing; and





<PAGE>


                                                             Exhibit 10.37(a)

                    (c) Any order, judgment or decree shall be entered, without
  Payor's application, approval or consent, by any court of competent
  jurisdiction, approving a petition seeking reorganization of Payor or of all
  or a substantial part of its assets, or appointing a receiver, custodian,
  trustee, intervenor or liquidator therefor, or such a petition seeking
  reorganization or liquidation shall be filed against Payor and such order,
  judgment or decree shall continue unstayed and in effect for a period of sixty
  (60) days.

           Upon the occurrence of an Event of Default hereunder, at the option
  of Payee: (i) Payee may declare this Note immediately due and payable in full,
  as to Principal, interest and any other sums payable hereunder, whereupon all
  such sums shall be and become immediately due and payable in full; and (ii)
  Payee shall be entitled to exercise forthwith against Payor any and all rights
  and remedies that may otherwise be available to Payee hereunder and at law or
  in equity.

         This Note, and any payments due hereon, shall be subordinate to Senior
Debt, now or hereafter existing, of Payor (as hereinafter defined). "Senior
Debt" shall mean and include the Principal of premium and interest on all (a)
indebtedness of Payor to its creditors other than Payee under this Note and
other than to any stockholder, member, partner, manager, director, officer or
employee of Payor, whether or not secured and whether heretofore or hereafter
incurred (i) for borrowed money whether Payor is liable directly or indirectly
by guarantee, letter of credit or otherwise (exclusive of indebtedness for
borrowed money secured by a mortgage on real property and which is otherwise
non-recourse to the assets of the Company) or (ii) in connection with the
acquisition or lease by Payor of assets, for the payment of which Payor is
liable directly or indirectly by guarantee, letter of credit, obligation to
purchase or acquire or otherwise and (b) renewal, extensions or deferrals of any
such indebtedness. In the event of the distribution of assets of Payor upon
liquidation, dissolution, or reorganization of Payor, then principal, interest,
or premium on Senior Debt shall be paid before any payment is made to Payee. In
the event the Note is declared due and payable before its stated maturity, no
payment shall be made to Payee until principal, interest, and premium on Senior
Debt shall have been paid in full. By acceptance of this Note, Payee agrees to
enter into a subordination agreement on reasonable terms and conditions proposed
by a holder of Senior Debt.

     No remedy conferred upon or reserved or available to Payee shall be
     exclusive of any other remedy or remedies available to him, but each and
     every remedy shall be cumulative and shall be in addition to every such
     remedy now or hereafter existing at law or in equity. No delay or omission
     on the part of Payee to exercise any right or power arising upon the
     occurrence of any Event of Default shall impair any right or power of Payee
     or be construed to be a waiver by Payee of such Event of Default. Any right
     or power of Payee may be exercised from time to time and as often as may be
     deemed expedient by it.
       Payor hereby: (i) waives demand, presentment for payment, notice of
       intention to accelerate, notice of acceleration, protest, notice of
       protest, and all other notices and diligence in collecting this Note; and
       (ii) agrees that it will not be necessary for Payee, in order to enforce
       payment of this Note, to first institute suit or exhaust rights against
       Payor.


<PAGE>

                                                              Exhibit 10.37(a)


         Payor agrees to pay Payee's reasonable expenses to obtain, enforce or
liquidate payment or performance of any of Payor's obligations under this Note,
which expenses shall include reasonable attorneys' fees and expenses incurred by
Payee.

         No waiver or modification of the terms of this Note shall be valid
unless in writing signed by each of Payee and Payor and then only to the extent
therein set forth.

         This Note shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware, without regard to principles of
conflicts of laws
         .
         This Note shall be binding upon the Payor and its respective successors
and assigns, and shall be enforceable by Payee, its successors, assigns or
subsequent holders of this Note.


         IN WITNESS WHEREOF, Payor has executed and delivered this Note to be
effective as of the day and year first above-written.


                         JANUS HOTELS AND RESORTS, INC.

                            By:/s/ Michael M. Nanosky
                               ------------------------
                               Michael M. Nanosky, President



The parties hereby agree this Promissory Note is hereby assigned effective
December 31, 2002 by Payor without recourse to Elbe Properties, an Ohio
partnership.

PAYOR:                                           PAYEE:
Janus Hotels and Resorts, Inc.                   Elbe Financial Group, LLC

By: /s/  Michael M. Nanosky                      By:/s/ Louis S. Beck
   --------------------------                       -----------------
   Michael M. Nanosky, President                 Louis S. Beck, Member/Manager



The parties hereby agree this Promissory Note is hereby assigned effective
December 31, 2002 by Elbe Properties, an Ohio partnership to Janus Hotels and
Resorts, Inc. as partial payment for Elbe Properties' Promissory Note dated
April 23, 1997, which has a principal balance of $3,385,483.44 as of December
31, 2002.



<PAGE>



                                                               Exhibit 10.37(a)

PAYOR:                                               PAYEE:
Janus Hotels and Resorts, Inc.                       Elbe Properties,
                                                       An Ohio partnership

By:/s/ Michael M. Nanosky                            By:/s/Louis S. Beck
   -----------------------------                        -----------------
   Michael M. Nanosky, President                        Louis S. Beck, Partner


<PAGE>


                                                              Exhibit 10.37(a)
                                 PROMISSORY NOTE
$1,000,000.00                                                December 31, 2002


           THIS PROMISSORY NOTE (this "Note") is made by JANUS HOTELS AND
  RESORTS, INC., a Delaware corporation with its principal place of business
  located at 2300 Corporate Blvd., N.W., Suite 232, Boca Raton, Florida
  33431-8596 ("Payor") in favor of ELBE FINANCIAL GROUP, LLC ("Payee"). This
  Note is being made simultaneously and in conjunction with two other Promissory
  Notes in the amounts of $5,073,947.42 and $2,539,112.58, which will, in the
  aggregate, equal $8,613,060.00.

         For value received, Payor promises to pay Payee the principal of ONE
  MILLION DOLLARS ($1,000,000.00) ("Principal") with interest from the date
  hereof on the principal balance at the rate of seven and one-half percent (7
  1/2%) per annum compounded annually. Interest shall be computed on the basis
  of the actual number of days elapsed over a year of twelve thirty-day months
  and 360 days.

         The Principal shall be payable in one (1) installment due in full on
December 31, 2011. Effective immediately, all accrued and unpaid interest on
this Note shall be payable in equal quarterly installments due on March 31, June
30, September 30 and December 31 of each year.

         All amounts set forth herein are stated in United States Dollars. All
Principal and interest payments hereunder shall be paid in lawful money of the
United States of America.

         Payor may prepay the indebtedness evidenced by this Note, in whole or
in part, without premium or penalty, at any time or from time to time (each such
prepayment or the applicable portion thereof, a "Prepayment'). Any prepayments
(including Prepayments) shall be applied to the outstanding Principal. Any
partial prepayment shall not postpone the due date of any Principal thereafter
due unless the parties shall otherwise agree in writing.

     Each of the following events shall constitute an Event of Default (an
"Event of Default") under this Note:
                  (a) Failure of Payor to pay any amount due and payable under
this Note by no later than ten (10) days after the due date, whether at the time
scheduled for payment thereof or by reason of acceleration thereof or otherwise;

                    (b) Payor shall: (i) apply for or consent to the appointment
  of a receiver, trustee or liquidator on any material part of its property;
  (ii) admit in writing its inability to pay debts as they mature; (iii) make a
  general assignment for the benefit of creditors; (iv) be adjudicated bankrupt
  or insolvent; (v) file a voluntary petition in bankruptcy or a petition or an
  answer seeking an arrangement with creditors or take advantage of any
  bankruptcy, insolvency, readjustment of debt, dissolution or liquidation law,
  or an answer admitting the material allegations of a petition filed against it
  in any proceeding under any such law; or (vi) take any action for the purpose
  of effectuating any of the foregoing; and





<PAGE>


                                                             Exhibit 10.37(a)

           (c) Any order, judgment or decree shall be entered, without Payor's
  application, approval or consent, by any court of competent jurisdiction,
  approving a petition seeking reorganization of Payor or of all or a
  substantial part of its assets, or appointing a receiver, custodian, trustee,
  intervenor or liquidator therefor, or such a petition seeking reorganization
  or liquidation shall be filed against Payor and such order, judgment or decree
  shall continue unstayed and in effect for a period of sixty (60) days.

       Upon the occurrence of an Event of Default hereunder, at the option of
       Payee: (i) Payee may declare this Note immediately due and payable in
       full, as to Principal, interest and any other sums payable hereunder,
       whereupon all such sums shall be and become immediately due and payable
       in full; and (ii) Payee shall be entitled to exercise forthwith against
       Payor any and all rights and remedies that may otherwise be available to
       Payee hereunder and at law or in equity.

       This Note, and any payments due hereon, shall be subordinate to Senior
       Debt, now or hereafter existing, of Payor (as hereinafter defined).
       "Senior Debt" shall mean and include the Principal of premium and
       interest on all (a) indebtedness of Payor to its creditors other than
       Payee under this Note and other than to any stockholder, member, partner,
       manager, director, officer or employee of Payor, whether or not secured
       and whether heretofore or hereafter incurred (i) for borrowed money
       whether Payor is liable directly or indirectly by guarantee, letter of
       credit or otherwise (exclusive of indebtedness for borrowed money secured
       by a mortgage on real property and which is otherwise non-recourse to the
       assets of the Company) or (ii) in connection with the acquisition or
       lease by Payor of assets, for the payment of which Payor is liable
       directly or indirectly by guarantee, letter of credit, obligation to
       purchase or acquire or otherwise and (b) renewal, extensions or deferrals
       of any such indebtedness. In the event of the distribution of assets of
       Payor upon liquidation, dissolution, or reorganization of Payor, then
       principal, interest, or premium on Senior Debt shall be paid before any
       payment is made to Payee. In the event the Note is declared due and
       payable before its stated maturity, no payment shall be made to Payee
       until principal, interest, and premium on Senior Debt shall have been
       paid in full. By acceptance of this Note, Payee agrees to enter into a
       subordination agreement on reasonable terms and conditions proposed by a
       holder of Senior Debt.

         No remedy conferred upon or reserved or available to Payee shall be
         exclusive of any other remedy or remedies available to him, but each
         and every remedy shall be cumulative and shall be in addition to every
         such remedy now or hereafter existing at law or in equity. No delay or
         omission on the part of Payee to exercise any right or power arising
         upon the occurrence of any Event of Default shall impair any right or
         power of Payee or be construed to be a waiver by Payee of such Event of
         Default. Any right or power of Payee may be exercised from time to time
         and as often as may be deemed expedient by it. Payor hereby: (i) waives
         demand, presentment for payment, notice of intention to accelerate,
         notice of acceleration, protest, notice of protest, and all other
         notices and diligence in collecting this Note; and (ii) agrees that it
         will not be necessary for Payee, in order to enforce payment of this
         Note, to first institute suit or exhaust rights against Payor.








<PAGE>



                                                               Exhibit 10.37(a)

         Payor agrees to pay Payee's reasonable expenses to obtain, enforce or
liquidate payment or performance of any of Payor's obligations under this Note,
which expenses shall include reasonable attorneys' fees and expenses incurred by
Payee.
         No waiver or modification of the terms of this Note shall be valid
unless in writing signed by each of Payee and Payor and then only to the extent
therein set forth.

         This Note shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware, without regard to principles of
conflicts of laws.

         This Note shall be binding upon the Payor and its respective successors
and assigns, and shall be enforceable by Payee, its successors, assigns or
subsequent holders of this Note.

         IN WITNESS WHEREOF, Payor has executed and delivered this Note to be
effective as of the day and year first above-written.

JANUS HOTELS AND RESORTS, INC.



By:/s/ Michael M. Nanosky
   Michael M. Nanosky, President


The parties hereby agree this Promissory Note is hereby assigned by Payor
without recourse to Beck Family Foundation effective December 31, 2002.

PAYOR:                                         PAYEE:
Janus Hotels and Resorts, Inc.                 Elbe Financial Group, LLC

By: /s/ Michael M. Nanosky                     By:/s/ Louis S. Beck
    ------------------------                      -----------------
    Michael M. Nanosky, President                 Louis S. Beck, Member/Manager




</TEXT>
</DOCUMENT>
