Exhibit 3

                             DEMAND PROMISSORY NOTE

$30,000,000                                                       April 10, 2002

     FOR VALUE RECEIVED,  the sufficiency of which is hereby  acknowledged,  the
undersigned,  LEVITT  COMPANIES,  LLC, a Florida limited  liability company (the
"Maker"),  promises to pay to the order of BANKATLANTIC BANCORP, INC., a Florida
corporation,  or its  registered  assigns (the  "Holder"),  the principal sum of
Thirty Million and No/100 Dollars ($30,000,000) (the "Principal"), plus interest
(the "Interest") on the Principal from time to time remaining unpaid, calculated
at  the  Prime  Rate  minus  twenty-five  (25)  basis  points,  and  payable  as
hereinafter  set forth.  Any change in the interest rate resulting from a change
in the Prime Rate shall  become  effective  as of the opening of business on the
day on which  such  change in the Prime Rate shall  become  effective.  Interest
shall be calculated on the basis of a year of three hundred sixty (360) days for
the actual number of days elapsed. For purposes of this Note, "Prime Rate" means
the rate of interest  announced by Columbus  Bank and Trust  Company,  a Georgia
banking corporation, from time to time as its prime commercial lending rate.

     Interest  shall be paid in immediately  available  funds from time to time.
The Maker shall pay to the Holder the entire  unpaid  Principal  and any and all
accrued and unpaid Interest  thereon upon written demand therefor by the Holder.
Payments to the Holder  under this Note shall be made to the Holder at 1750 East
Sunrise Boulevard, Fort Lauderdale, Florida 33304, or at such other place as the
Holder may from time to time  designate  to the Maker in writing.  All  payments
hereunder  shall be made in lawful money of the United  States of America.  This
Note may be prepaid in whole or in part without penalty. Prepayments shall first
be applied  against  accrued  and unpaid  Interest  hereunder  and shall then be
applied to the Principal hereunder.  If payment of Principal or Interest on this
Note becomes due on a Saturday,  Sunday or other legal holiday on which banks in
the State of Florida are closed, then the due date shall be extended to the next
succeeding business day.

     This  Note  shall be  subordinate  and  junior in right of  payment  in all
respects  to  amounts  outstanding  under that  certain  Loan  Agreement,  dated
September 15, 2000, by and among Levitt  Corporation  and Ohio Savings Bank, and
the Holder acknowledges that no Interest or Principal shall be paid hereunder if
an event of default has occurred and is continuing  under the terms of such Loan
Agreement.

     The Maker  waives  demand,  presentment,  protest,  dishonor  and notice of
maturity,  non-payment or protest and all other  requirements  to hold the Maker
liable.  Time is of the essence with respect to this Note.  If any  provision or
portion of this Note is declared or found by a court of  competent  jurisdiction
to be unenforceable or null and void, such provision or portion thereof shall be
deemed  stricken and severed from this Note,  and the remaining  provisions  and
portions  thereof shall continue in full force and effect.  This Note may not be
amended,  extended,  renewed or modified  nor shall any waiver of any  provision
hereof be  effective,  except by an  instrument  in writing  executed  by an the
Holder  or  his  authorized  representative.   This  Note  shall  be  construed,
interpreted,  enforced  and governed by and in  accordance  with the laws of the
State of Florida (excluding the principles thereof governing  conflicts of law),
with exclusive jurisdiction and venue in the federal and state courts of Broward
County, Florida. A delay by the Holder in exercising a right or remedy shall not
constitute a waiver  thereof.  No waiver by the Holder of any default  hereunder
shall be deemed to constitute a waiver of any subsequent default. No exercise of
any right or remedy  hereunder shall preclude the exercise of any other right or
remedy  which the Holder  may have in law or in equity to enforce  the paying of
this Note or the collection thereof.



     The Maker  expressly  agrees that the maturity of this Note, or any payment
hereunder,  may be extended  by the Holder from time to time  without in any way
affecting the liability of the Maker.

                                        THE MAKER:

                                        LEVITT COMPANIES, LLC


                                        By:    /s/ Glen R. Gilbert
                                               ---------------------------------
                                        Name:  Glen R. Gilbert
                                               ---------------------------------
                                        Title: Vice President
                                               ---------------------------------


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