EXHIBIT 10.10
-------------













                               AGREEMENT

                                  FOR

                           SALE AND PURCHASE














                            Seller:          ARVIDA/JMB PARTNERS

                            Purchaser:       PV RESORT, INC.

                            Property:        CABANA CLUB
                                             ST. JOHNS COUNTY, FLORIDA

                            Contract Date:   _______________, 1997



<PAGE>


                           TABLE OF CONTENTS


     1.    DEFINITIONS, ETC.. . . . . . . . . . . . . . . . . . . .  1
           1.1   Definitions. . . . . . . . . . . . . . . . . . . .  1

     2.    PURCHASE AND SALE. . . . . . . . . . . . . . . . . . . .  4
           2.1   Sale and Purchase. . . . . . . . . . . . . . . . .  4
           2.2   Purchase Price . . . . . . . . . . . . . . . . . .  4
           2.3   Payment of the Purchase Price. . . . . . . . . . .  5

     3.    TITLE AND SURVEY . . . . . . . . . . . . . . . . . . . .  5
           3.1   Title Commitment . . . . . . . . . . . . . . . . .  5
           3.2   Permitted Exceptions . . . . . . . . . . . . . . .  5
           3.3   Title Defects. . . . . . . . . . . . . . . . . . .  5
           3.4   Cure of Title Defects. . . . . . . . . . . . . . .  5
           3.5   Survey . . . . . . . . . . . . . . . . . . . . . .  6
           3.6   Objections to Survey . . . . . . . . . . . . . . .  6
           3.7   Cure of Survey Defects . . . . . . . . . . . . . .  6

     4.    CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . .  7
           4.1   Conditions Precedent to Closing Applicable 
                 to Both Seller and Purchaser . . . . . . . . . . .  7
           4.2   Condition Precedent to Closing Applicable 
                 to Purchaser Only. . . . . . . . . . . . . . . . .  7

     5.    INSPECTIONS. . . . . . . . . . . . . . . . . . . . . . .  7
           5.1   Purchaser Feasibility Study. . . . . . . . . . . .  7

     6.    FURTHER AGREEMENTS . . . . . . . . . . . . . . . . . . .  9
           6.1   Seller's Designees . . . . . . . . . . . . . . . .  9
           6.2   Room Nights. . . . . . . . . . . . . . . . . . . .  9
           6.3   Current Members/Membership Program . . . . . . . . 10
           6.4   Operational Standards. . . . . . . . . . . . . . . 12
           6.5   Arbitration. . . . . . . . . . . . . . . . . . . . 12
           6.6   Zoning Changes . . . . . . . . . . . . . . . . . . 14
           6.7   Approval Rights - 
                 Subsequent Owners and Managers . . . . . . . . . . 14
           6.8   Seller's Rights Upon Resale. . . . . . . . . . . . 15
           6.9   Discounts. . . . . . . . . . . . . . . . . . . . . 15
           6.10  Memorandum of Agreement. . . . . . . . . . . . . . 15
           6.11  Retention of Name/License. . . . . . . . . . . . . 16
           6.12  Confidentiality. . . . . . . . . . . . . . . . . . 16
                 (a)  Confidential Information. . . . . . . . . . . 16
                 (b)  Confidential Information Recipient. . . . . . 16
                 (c)  Nondisclosure Obligations . . . . . . . . . . 16
           6.13  Permits and Licenses . . . . . . . . . . . . . . . 17
           6.14  Books and Records. . . . . . . . . . . . . . . . . 17
           6.15  Assumed Obligations. . . . . . . . . . . . . . . . 17
           6.16  Conduct of Business; Maintenance 
                 of Club Facilities . . . . . . . . . . . . . . . . 18
           6.17  Condition of the Property; 
                 Disclaimer of Representations. . . . . . . . . . . 18
           6.18  Extension of Lease with 
                 Arvida Realty Sales, Ltd.. . . . . . . . . . . . . 19
           6.19  License Agreement. . . . . . . . . . . . . . . . . 19

     7. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . 19
           7.1   Representations and Warranties of 
                 Purchaser and RHI. . . . . . . . . . . . . . . . . 19
                 (a)  Authority . . . . . . . . . . . . . . . . . . 20
                 (b)  No Defaults . . . . . . . . . . . . . . . . . 20
                 (c)  Litigation. . . . . . . . . . . . . . . . . . 20
                 (d)  Material Misstatements or Omissions . . . . . 20
           7.2   Representations and Warranties of Seller . . . . . 20
                 (a)  Authority . . . . . . . . . . . . . . . . . . 20
                 (b)  No Defaults . . . . . . . . . . . . . . . . . 21
                 (c)  Assumed Obligations . . . . . . . . . . . . . 21
                 (d)  Fees and Assessments. . . . . . . . . . . . . 21
                 (e)  Litigation. . . . . . . . . . . . . . . . . . 21
                 (f)  Mechanic's Liens. . . . . . . . . . . . . . . 21
                 (g)  Seller's Licenses and Permits . . . . . . . . 21

     8.    MISCELLANEOUS CLOSING MATTERS. . . . . . . . . . . . . . 22
           8.1   Prorations at Closing. . . . . . . . . . . . . . . 22
           8.2   Prorations Post Closing. . . . . . . . . . . . . . 22
           8.3   Accounts Payable and Receivable. . . . . . . . . . 22
           8.4   Purchaser's Closing Costs. . . . . . . . . . . . . 23
           8.5   Seller's Closing Costs . . . . . . . . . . . . . . 23
           8.6   Cost of Transfer of Permits, 
                 Licenses and Assumed Obligations . . . . . . . . . 23
           8.7   Termination of Employees of Seller.. . . . . . . . 23
           8.8   Extension of Closing Date. . . . . . . . . . . . . 23

     9.    CLOSING DOCUMENTS. . . . . . . . . . . . . . . . . . . . 23
           9.1   Documents to be Delivered by Seller. . . . . . . . 23
           9.2   Documents to be Delivered by Purchaser . . . . . . 24
           9.3   Mutual Obligations . . . . . . . . . . . . . . . . 24
           9.4   Items to be Delivered by Escrow Agent. . . . . . . 24

     10.   MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . 24
           10.1  Notices. . . . . . . . . . . . . . . . . . . . . . 24
           10.2  Default: Remedies. . . . . . . . . . . . . . . . . 26
                 (a)  Purchaser Default . . . . . . . . . . . . . . 26
                 (b)  Seller Default. . . . . . . . . . . . . . . . 26
                 (c)  Default After Closing . . . . . . . . . . . . 27
                 (d)  Attorneys' Fees . . . . . . . . . . . . . . . 27
                 (e)  Nonrecourse/Survival. . . . . . . . . . . . . 27
           10.3  Real Estate Brokers. . . . . . . . . . . . . . . . 28
           10.4  Eminent Domain . . . . . . . . . . . . . . . . . . 28
           10.5  Casualty Damage. . . . . . . . . . . . . . . . . . 28
           10.6  Interpretation Presumption . . . . . . . . . . . . 29
           10.7  Partial Invalidity . . . . . . . . . . . . . . . . 29
           10.8  Applicable Law . . . . . . . . . . . . . . . . . . 29
           10.9  Entire Agreement . . . . . . . . . . . . . . . . . 29
           10.10 Remedies . . . . . . . . . . . . . . . . . . . . . 29
           10.11 Captions/Headings. . . . . . . . . . . . . . . . . 29
           10.12 Modifications. . . . . . . . . . . . . . . . . . . 29
           10.13 Recording. . . . . . . . . . . . . . . . . . . . . 29
           10.14 Assignment . . . . . . . . . . . . . . . . . . . . 30
           10.15 Successors and Assigns . . . . . . . . . . . . . . 30
           10.16 Time of Essence. . . . . . . . . . . . . . . . . . 30
           10.17 No Publication or Disclosure . . . . . . . . . . . 30
           10.18 Time for Acceptance. . . . . . . . . . . . . . . . 31
           10.19 Counterparts . . . . . . . . . . . . . . . . . . . 31
           10.20 No Third Party Beneficiaries . . . . . . . . . . . 31
           10.21 Radon Disclosure . . . . . . . . . . . . . . . . . 31
           10.22 Notice to Third Party Purchasers . . . . . . . . . 31
           10.23 Joinder and Consent. . . . . . . . . . . . . . . . 32





<PAGE>


                           INDEX OF EXHIBITS
                           -----------------

     A.    Membership Roster

A.   Legal Description of Real Property

B.   Membership Plan Requirements

C.   Operational Standards

D.   List of Assumed Obligations

     E-1   Lot/Unit/Builder Contracts/Paragraphs Assumed

     E-2   List of Seller's Reservation Obligations

E.   License Agreement

F.   List of Purchaser's Litigation

G.   List of Seller's Litigation 

H.   Bill of Sale for All Tangible Assets

I.   Assignment of Licenses and Permits and Warranties

J.   Assignment of Assumed Obligations

K.   Tangible  Assets (to be attached prior to 
                      expiration of the Feasibility Period)






<PAGE>


                    AGREEMENT FOR SALE AND PURCHASE
                    -------------------------------


     THIS AGREEMENT FOR SALE AND PURCHASE ("Agreement"), dated as of
____________________, 1997, is entered into by and between ARVIDA/JMB
PARTNERS, a Florida general partnership (hereinafter referred to as
"Seller") and PV RESORT, INC., a Delaware corporation, (hereinafter
referred to as "Purchaser"), joined by RESORT HOLDINGS I, LTD., a Georgia
limited partnership ("RHI") for the limited purposes set forth in Section
10.22 hereof.


                         W I T N E S S E T H:
                         ------------------- 


     WHEREAS, Seller is the owner of a "Club Facility" located in Ponte
Vedra Beach, St. Johns County, Florida, which is commonly known as the
"Cabana Club"; and

     WHEREAS, the various covenants and agreements of the parties hereto
are subject to each and every term, condition and provision of this
Agreement.

     NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained in this Agreement, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally
bound hereby, the parties hereby agree as follows:

                         1.  DEFINITIONS, ETC.

     1.1   DEFINITIONS.  For all purposes of this Agreement, the following
terms shall have the respective meanings as set forth in this Section.

           (a)   "Affiliate" of a specified person or entity - means a
director, trustee, officer, employee, agent, shareholder, subsidiary,
attorney of or partner in the specified person or entity or a person or
entity which (either directly or indirectly, through one or more
intermediaries) controls, is in common control with or is controlled by the
specified person or entity or any person or entity that is a director,
trustee, officer, employee, agent, shareholder, subsidiary, attorney of or
partner in any of the foregoing.  For the purposes of this definition, the
term "control" means (a) legal or beneficial ownership of ten percent (10%)
or more of the voting interests of an entity, or (b) the possession,
directly or indirectly, of the power to direct or cause the direction of
the management or policies of a person or entity, whether through the
ownership of voting securities, by contract or otherwise.

           (b)   "Assumed Obligations" - the meaning ascribed thereto in
Section 6.15 hereof. 

           (c)   "Broker" - the meaning ascribed thereto in Section 10.3
hereof.

           (d)   "Closing" means the consummation of the sale and purchase
as provided herein.

           (e)   "Closing Date" means October 31, 1997, or (i) such
earlier date as may be mutually agreed upon by the parties hereto, or (ii)
as may be extended pursuant to Section 8.8 below.

           (f)   "Closing Location" means (i) the offices of Pappas
Metcalf & Jenks, P.A., 200 West Forsyth Street, Suite 1400, Jacksonville,
Florida 32202, or (ii) the office of lender's counsel providing financing
to Purchaser located in Jacksonville, Florida, or (iii) such other place as
shall be mutually agreed upon by the parties hereto.

           (g)   "Club" means the ownership and operation of the "Club
Facilities" as the Cabana Club, a beach and dining club operated for the
recreational and social enjoyment of the Club's members and other persons
accorded privileges of use thereof and access thereto.

           (h)   "Club Facility or Facilities" means, collectively, the
restaurant, beach cabana, swimming pool, parking lot and related buildings
and the other improvements and amenities located on the "Real Property".

           (i)   "Communities" means the master planned communities owned
and/or initially developed by Seller located in St. Johns County and Duval
County, Florida and known as the Sawgrass Country Club, the Sawgrass
Players Club, Jacksonville Golf & Country Club, Sawmill Lakes, and any
other similar residential communities within such counties and Clay County
and Nassau County, Florida which may hereafter be developed by Seller or
its Affiliates, or permitted assignees as set forth in Section 10.14(b)
hereof.

           (j)   "Confidential Information" - the meaning ascribed thereto
in Section 6.12 hereof.

           (k)   "Contracts" means all of the Club membership agreements,
leases or any other contracts or agreements affecting or relating to the
ownership or operation of the Property, the Club or the Club Facilities,
which are to be listed and made available for Purchaser's review pursuant
to Section 5.1 hereof.

           (l)   "Deposit" - the meaning ascribed thereto in Section 2.3
hereof.

           (m)   "Effective Date" means the effective date of this
Agreement, which shall be the date upon which a copy of this Agreement,
fully and duly executed by Seller, Purchaser and Escrow Agent, is received
by Seller.

           (n)   "Escrow Agent" means Brant, Moore, MacDonald & Wells.

           (o)   "Feasibility Period" means the period of time which ends
at 5:00 P.M. on October 10, 1997, as more particularly described in Section
5 hereof.

           (p)   "IBJ" shall mean International Bank of Japan.

           (q)   "Indemnity Period" means the period of time which begins
on the Closing Date and ends on the fourth anniversary date of the Closing
Date. 

           (r)   "Intangible Personal Property" means all contract and
other  rights (including membership contracts), all governmental permits
and approvals including, without limitation, building and other permits,
liquor licenses, and other operating permits or approvals and any and all
plans, drawings and specifications regarding any improvements to the Real
Property and/or the Club Facilities and any warranties as to equipment or
facilities presently held by Seller and related to the operation of the
Club.

           (s)   "Inventory" means all consumable personal property
associated with the maintenance and operation of the Club Facilities or
Club on hand at the date of Closing, including supplies, food and beverage
inventory, packaging and serving inventory as contemplated in Section 6.16
hereof.

           (t)   "Marriott" - the meaning ascribed thereto in Section 6.2
hereof.

           (u)   "Member(s)" means all persons holding memberships in the
Club giving such Member the right to the use of or access to any of the
Club Facilities from time to time.  A roster of current Members, together
with the amounts of the initiation deposits, initiation fees or membership
fees paid by each is attached hereto as Exhibit A.

           (v)   "Membership Plan Documents" - the Cabana Club Rules and
Regulations dated January 1, 1997.

           (w)   "Membership Plan Requirements" - the meaning ascribed
thereto in Section 6.3(a) hereof.

           (x)   "Memorandum of Agreement" - the meaning ascribed thereto
in Section 6.10 hereof.

           (y)   "Name" - the name "Cabana Club."

           (z)   "Person" means a natural person, corporation,
partnership, trust or other entity.

           (aa)  "Permitted Exceptions" - the meaning ascribed thereto in
Section 3.2 hereof.

           (ab)  "Property" means the Real Property, the Club Facilities,
the Inventory, the Tangible Assets, Intangible Personal Property and the
Purchased Accounts Receivable.

           (ac)  "Purchase Price" - the meaning ascribed thereto in
Section 2.2 hereof.

           (ad)  "Purchased Accounts Receivable" - the meaning ascribed
thereto in Section 8.3 hereof.

           (ae)  "Real Property" means the real property on which the Club
Facilities are located and from which the Club is operated, as more
particularly described on Exhibit B attached hereto as such legal
description shall be modified pursuant to Section 3.5 hereof, together with
such easements, riparian and littoral rights and accretions thereunto
belonging or anywise appertaining.

           (af)  "Resort Guests" - the meaning ascribed thereto in Section
6.4 hereof.

           (ag)  "Recipient" - the meaning ascribed thereto in Section
6.12(b) hereof.

           (ah)  "Tangible Assets" means all furniture, fixtures and
equipment, dining room and kitchen equipment (including silverware,
flatware, dishes, pots, pans and glasses), office equipment (excluding
computer software), point of sale computer hardware, supplies and other
fixed and movable tangible assets owned by Seller and used in connection of
the operation and maintenance of the Club Facilities and located at the
Club Facility on the date of Closing, all of which shall be included on a
list of Tangible Assets to be included as part of the Bill of Sale
referenced in Section 9.1 hereof and to be delivered to Purchaser prior to
expiration of the Feasibility Period and attached as an Exhibit to this
Agreement.

           (ai)  "UAO Agreement" means Use, Access and Operating Agreement
between Arvida Corporation and Purchaser dated September 3, 1985, as
amended by First Modification dated August 9, 1989.

                         2.  PURCHASE AND SALE

     2.1   SALE AND PURCHASE.  On the Closing Date, Seller shall sell,
transfer, assign and convey all right, title and interest in and to the
Property to Purchaser, subject to the Memorandum of Agreement and Permitted
Exceptions, and Purchaser shall purchase and accept the transfer,
assignment and conveyance of the Property from Seller for the Purchase
Price as provided below.

     2.2   PURCHASE PRICE.

           (a)   The total purchase price for the Property is THREE
MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($3,500,000.00), plus the
purchase price of the Purchased Accounts Receivable as provided for in
Section 8.3 hereof.

           (b)   ALLOCATION OF PURCHASE PRICE.  At least fifteen (15) days
prior to the Closing Date, Purchaser and Seller shall agree to an
allocation of the Purchase Price among the assets being purchased under
this Agreement.  Such allocation shall be binding upon the parties for
purposes of: (1) determination of any sales tax, documentary or transfer
tax liabilities in connection with the closing; (2) Purchaser's and
Seller's filing of IRS Form 8594 allocating the Purchase Price for income
tax purposes; and (3) all other purposes related to this transaction. 




     2.3   PAYMENT OF THE PURCHASE PRICE.  The Purchase Price shall be
paid as follows:

           (a)   Simultaneous with its execution of this Agreement,
Purchaser has delivered to the Escrow Agent an earnest money deposit in the
amount of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00).  Prior to
the expiration of the Feasibility Period, Purchaser will deliver to the
Escrow Agent, an additional earnest money deposit of TWO HUNDRED FIFTY
THOUSAND AND 00/100 DOLLARS ($250,000.00).  Both of the deposits shall be
held in an interest bearing account by Escrow Agent.  Both of the earnest
money deposits and interest earned thereon, together with the Extension
Payment as provided for in Section 8.8 hereof, are herein referred to as
the "Deposit".  Interest on the Deposit through the date of delivery to
Seller under Section 8.8 hereof, shall be a credit to Purchaser against the
Purchase Price and applied as a payment to Seller on account thereof at
Closing.

           (b)   Purchaser shall pay the balance of the Purchase Price,
being the sum of THREE MILLION ONE HUNDRED FIFTY THOUSAND AND 00/100
DOLLARS ($3,150,000.00), together with the payment for the Purchased
Accounts Receivable as provided for in Section 2.2, (increased or decreased
to reflect the adjustments and prorations to be made at Closing) to Seller
at Closing by wire transfer of good funds to an account designated by
Seller with receipt of wire transfer confirmed.

                         3.  TITLE AND SURVEY

     3.1   TITLE COMMITMENT.  On or before ten (10) days from the
Effective Date, Seller, at its expense, will deliver to Purchaser a title
insurance commitment together with legible copies of Schedule B-2
exceptions ("Commitment") for the issuance of an ALTA Owner's Policy from
Chicago Title Insurance Company (the "Title Company") in the amount of
THREE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($3,500,000.00)
("Title Policy") covering that portion of the Real Property as described on
Exhibit B.  At Closing, the Title Policy issued in accordance with the
Commitment will be issued in the amount of the Purchase Price attributable
to the Real Property.

     3.2   PERMITTED EXCEPTIONS.  The "Permitted Exceptions" as to which
title to the Real Property shall be subject at the time of conveyance to
Purchaser shall consist of those matters set forth on the Commitment or
described by the Survey that are not objected to by Purchaser pursuant to
Section 3.3 or Section 3.6 hereof.

     3.3   TITLE DEFECTS.  If Purchaser shall have any objections as to
liens, encumbrances or title matters shown as exceptions in the Commitment,
Purchaser shall notify Seller in writing of such objections within ten (10)
days of receiving the Commitment.

     3.4   CURE OF TITLE DEFECTS.  Seller shall be obligated to remedy any
objection to the status of title timely made by Purchaser pursuant to
Section 3.3 which are (i) consensual monetary liens made by Seller
encumbering the Real Property or (ii) nonconsensual liens or other
encumbrances which are liquidated in amount and which do not to exceed
FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00) in the aggregate when
combined with any funds expended by Seller for cure of any matters
constituting survey defects as contemplated under Section 3.7 hereof, and
provided Seller shall have no duty to undertake litigation to cure such
objections.  Seller shall have a period of forty-five (45) days from
receipt of Purchaser's objections to effect such cure and the Closing Date
shall be extended for such cure period.  Also, Purchaser shall have the
right, but not the obligation during such forty-five (45) day period at
Purchaser's expense to attempt to cure any defects in title objected to by
Purchaser pursuant to Section 3.3 above, which Seller has no duty to cure,
and Seller agrees to cooperate with Purchaser in connection with
Purchaser's efforts.  If, after the expiration of said forty-five (45) day
period, the title defect or defects which Seller has no duty to cure are
not corrected by either Seller or Purchaser, then, and in such event, the
Deposit shall be forthwith returned by Escrow Agent to Purchaser, and all
parties hereto shall be released and relieved of any and all further
obligations hereunder or in connection herewith or, Purchaser may, at
Purchaser's option, require Seller to deliver title to the Property in its
then existing condition with no diminution of the Purchase Price thereby
waiving such objections to title.

     3.5   SURVEY.  On or before twenty (20) days from the Effective Date,
Seller shall provide to Purchaser at Purchaser's expense, an "as built"
survey of the Real Property showing improvements located thereon prepared
by a licensed Florida land surveyor showing the correct legal metes and
bounds description of the Property and its dimensions (the "Survey").  The
Survey legal description of the real property shall be substituted as
Exhibit B to this Agreement; provided that such legal description is
substantially the same as such Exhibit B.  The Survey shall be certified to
Purchaser, Purchaser's lender, and the Title Company and shall meet the
minimum technical standards of Chapter 61G17, FLORIDA ADMINISTRATIVE CODE,
and minimum technical standards for ALTA/ACSM Survey.

     3.6   OBJECTIONS TO SURVEY.  If Purchaser shall have any objections
with respect to encroachments, conflict in boundary or other matters as
shown on the Survey which constitute title defects or title exceptions
(other than existing encroachment of asphalt paving onto adjacent lands as
contemplated in Reciprocal Easement Agreement recorded in Official Records
Book 795, page 0172, public records of St. Johns County, Florida)("Survey
Defects"), Purchaser shall notify Seller in writing of such objections
within ten (10) business days of receiving the Survey.

      3.7  CURE OF SURVEY DEFECTS.  Seller shall be obligated to remedy
Survey Defects which render title to the Property unmarketable or
uninsurable, notice of which is timely provided by Purchaser pursuant to
Section 3.6, which can be eliminated by the payment of money in an amount
not to exceed FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00) in the
aggregate when combined with any funds expended by Seller for cure of any
matters constituting title defects as contemplated under Section 3.4
hereof, and provided Seller shall have no duty to undertake litigation to
cure such defects.  Seller shall have a period of forty-five (45) days from
receipt of Purchaser's notice to effect such cure and the Closing Date
shall be extended for such cure period.  Also, Purchaser shall have the
right, but not the obligation, during such forty-five (45) day period at
Purchaser's expense, to attempt to cure any defects as shown on the Survey
objected to by Purchaser pursuant to Section 3.6 above, which Seller has no
duty to cure, and Seller agrees to cooperate with Purchaser in connection
with Purchaser's efforts.  If, after the expiration of said forty-five (45)
day period, the defects as shown on the Survey which Seller has no duty to
cure are not corrected by Purchaser, then, in such event, the Deposit shall
be forthwith returned by Escrow Agent to Purchaser, and all parties hereto
shall be released and relieved of any and all further obligations hereunder
or in connection herewith or, Purchaser may, at Purchaser's option, require
Seller to deliver title to the Property in its then existing condition with
no diminution of the Purchase Price, thereby waiving such objections to any
matters as shown on the Survey.

                       4.  CONDITIONS PRECEDENT

     4.1   CONDITIONS PRECEDENT TO CLOSING APPLICABLE TO BOTH SELLER AND
PURCHASER.  The duty of each of Seller and Purchaser to effect the sale and
purchase at Closing is subject to the condition precedent that on or before
the Closing Date, the following conditions shall be satisfied by the other
party; provided, however, that the failure of either party to comply with
the conditions precedent applicable to it set forth in this Section 4.1
shall constitute a default hereunder entitling the other party to exercise
the rights and remedies afforded to it in Section 10.2 below.

           (a)   All representations and warranties of each such party in
this Agreement or in any document delivered by each such party pursuant to
the provisions hereof or in connection with the transactions contemplated
hereby, shall be true and correct in all material respects on the Closing
Date.

           (b)   The execution and delivery of the documents and materials
to be executed and delivered at Closing, as provided herein.

           (c)   Each party shall have performed and complied with all
obligations contained in this Agreement to be performed by it.

           (d)   Each party shall have delivered documentation appropriate
to evidence its due authorization of this Agreement and the performance of
its duties hereunder by all such partnership/corporate actions as may be
necessary.

     4.2   CONDITION PRECEDENT TO CLOSING APPLICABLE TO PURCHASER ONLY. 
The duty of Purchaser to effect the sale and purchase at Closing is subject
to the condition precedent that on or before 5:00 p.m., EST, on October 16,
1997 (the "Consent Date"), Purchaser shall have negotiated the consent of
IBJ, upon such terms as shall be acceptable to Purchaser in its sole
discretion.  If Purchaser fails to notify Seller in writing of the
termination of this Agreement on or before the Consent Date, then Purchaser
shall be deemed to have waived such condition to Closing.  If Purchaser
provides written notice of termination on or before the Consent Date, the
Deposit shall be refunded to Purchaser and this Agreement shall be
terminated.

                            5.  INSPECTIONS

     5.1   PURCHASER FEASIBILITY STUDY.

           (a)   During the Feasibility Period, Seller shall cooperate
with Purchaser and Purchaser's designated agents and, to the extent
reasonable, provide Purchaser with such documents  and information as
Purchaser may request concerning the Property, the Club and/or the Club
Facilities and Assumed Obligations.  Such information and documents may
include but are not limited to:  (i) any existing title information for the
Real Property; (ii) any existing UCC searches; (iii) any and all Contracts;
(iv) documents pertaining to any and all proceedings (judicial or
administrative) involving either Seller or its Affiliates which may
(directly or indirectly) affect the Property, the Club or the Club
Facilities; (v) copies of all permits and approvals obtained for the
construction and operation of the Club, the Club Facilities and the Real
Property; (vi) copies of Seller's current books and records concerning the
operation of the Property, the Club or the Club Facilities (including
without limitation, restaurant and membership operations) and copies of
financial statements for the Club's operations as of the end of the last
fiscal year and for the three prior years updated as of the most recent
fiscal quarter; (vii) a copy of any existing survey of the Real Property;
and (viii) such other information as Purchaser may reasonably request.

           (b)   During the Feasibility Period, Purchaser or its designees
shall, at Purchaser's expense, inspect the Property, the Contracts and
other items mentioned above.  If at or before the end of the Feasibility
Period, Purchaser is not satisfied with the Property, then Purchaser shall
be entitled to provide written notice to Seller of such fact, electing to
terminate this Agreement; by notice delivered to Seller on or before 5:00
P.M. on the last day of the Feasibility Period and the parties hereto shall
be relieved of all further liability hereunder, or Purchaser may elect to
maintain this Agreement in effect by delivery of the second Deposit
installment to Seller or Escrow Agent, as set forth in Section 2.3 hereof,
on or before 5:00 P.M. on the last day of the Feasibility Period.  Failure by
Purchaser to provide notice of its intent to terminate or to deliver the
Deposit by 5:00 P.M. on the last day of the Feasibility Period shall be
deemed automatic termination of this Agreement and the parties shall be
relieved of any further liability hereunder.

           (c)   During such period of time as Purchaser shall be current
and in good standing of its obligations under this Agreement, Purchaser and
its engineers, surveyors, agents and representatives shall be permitted to
come upon the Property to perform inspections at times to be mutually agreed
upon between Purchaser and Seller.  All such inspections shall be conducted
only at the time specified by the Seller, conducted by licensed or certified
persons or firms dealing with the respective areas or matters surveyed,
tested or inspected, conducted in the least intrusive manner possible, and
not to materially interfere with any Member or other person's use of the
recreational amenities at the Club.  Notwithstanding any provision of this
Section 5.1 to the contrary, no destructive or invasive testing will be done
without Seller's prior written consent.  Subsequent to any such inspection,
the Property shall be immediately restored to its pre-existing condition by
Purchaser, at Purchaser's expense.  Notwithstanding the foregoing Seller and
Purchaser have agreed they will share equally the cost of termite testing and
demolition and repair provided both parties shall approve the company
performing such testing and the total cost.

           (d)   Purchaser hereby indemnifies and holds Seller forever
harmless from and against any and all loss, damage, judgments, claims and
threats of claims, including all reasonable attorneys' fees and court costs
through all trial and appellate levels, in connection with any injury to
persons or property, in connection with any liens or claims of lien against
the Property or otherwise arising out of Purchaser's inspections or tests of
the Property.  In the event Purchaser terminates this Agreement or otherwise
does not close the transaction herein contemplated, Purchaser agrees to
return to Seller, at no cost to Seller any documents and other materials
provided to Purchaser by Seller with respect to the Property or this
transaction and neither Purchaser or any of its Affiliates nor any Person
employed or retained by Purchaser shall retain any copies thereof.  This
provision shall survive termination of this Agreement and Closing.

                        6.  FURTHER AGREEMENTS

     6.1   SELLER'S DESIGNEES.  Through December 31, 2007, Purchaser agrees
to issue to Seller, for the benefit of up to fifteen (15) Persons designated
by Seller from time to time ("Designees"), memberships to the Club at no cost
other than charges incurred by the Designees for the purchase of consumables.

Corporate Designees shall identify an individual entitled to use of the
membership in accordance with customary procedures established by the Club. 
All of such memberships shall be consistent with the highest category of
memberships made available from time to time by Purchaser to unrelated third
parties in arms length transactions.  Fees and charges paid by such Designees
shall not exceed the most advantageous rates charged to Members of the same
category or (if there are no members) at the most favorable rate available to
members of the public (excluding only Marriott employee discounts).  Each
Designee shall have full charge privileges to all Club Facilities (on the
most favorable basis as such privileges are offered to other Members) which
shall be an individual account and liability of each Designee and which will
be billed by the Club to such Designee.  Seller shall not be a guarantor of
any such charges.  Purchaser shall have the right to suspend or terminate the
right of use by any Designee for nonpayment or other violation of the
Membership Plan Documents on the same terms as generally applied by the Club;
provided, however, if the rights of any Designee are terminated by the Club
for nonpayment, such termination shall not affect Seller's right to appoint
another Designee in its place.  All such Designees shall be subject to normal
application procedures including credit references.  The rights of Designees
established in this Section 6.1 shall supersede any rights of Seller or its
nominees to any complimentary memberships in the Club as of the date of
Closing.

     6.2   ROOM NIGHTS.  Upon Closing, RHI, an Affiliate of Purchaser, shall
enter into an agreement in form and content reasonably satisfactory to Seller
under which terms through December 31, 2007, RHI agrees to make available to
Seller, and persons designated by Seller, up to one hundred fifty (150) room
nights per calendar year at the Hotel facility now owned by RHI located in
St. Johns County, Florida, and known as the Marriott at Sawgrass (the
"Marriott") at no cost other than charges incurred for purchases of
consumables; provided, however, the availability for use of such room nights
shall be subject to general availability of vacancies and the following
specific limitations:

           (a)   Room nights not used by Seller, or persons designated by
Seller, during any calendar year will not be carried forward and will be
forfeited by the Seller.

           (b)   Seller shall not be entitled to any room nights during the
week of the Players Championship golf tournament, or the weeks of the
Florida-Georgia or Gator Bowl football games.

           (c)   Seller shall not be entitled to any room nights during
other special events designated by RHI in writing to Seller from time to
time, provided that the total number of special events shall not exceed
twenty (20) special events per calendar year and no block out period for any
such special event shall exceed greater than five (5) consecutive nights.

           (d)   Seller shall not be entitled to any room nights where the
Marriott is requiring of the general public minimum stays of two (2) or more
nights.

           (e)   No such complimentary room nights shall be booked by Seller
or its designees greater than thirty (30) days in advance.

           (f)   The number of room nights available to Seller shall be
prorated in the year of Closing.

The agreements set forth in this Section 6.2 shall supersede the UAO
Agreement and any provisions in the UAO Agreement providing for complimentary
room nights shall be deleted therefrom by an amendment to the UAO Agreement.

     6.3   CURRENT MEMBERS/MEMBERSHIP PROGRAM.

           (a)   For a period of one (1) year from the Closing Date,
Purchaser will operate the Club Facilities as a private membership Club in
accordance with the Membership Plan Documents.  For a period of five (5)
years thereafter, Purchaser will operate the Club Facilities as provided in
the Membership Plan Requirements to the extent set forth on Exhibit C
attached hereto and made a part hereof (the "Membership Plan Requirements"). 
Purchaser shall have the right to modify the initiation fees, periodic dues
structure and user fees from and after the expiration of the current
membership year.  In the event that Purchaser makes any substantive change in
the Membership Plan Documents or in the Membership Plan Requirements as
provided for herein, or fails to recognize the rights of any current Member
as provided in the Membership Plan Documents or Membership Plan Requirements
as provided for herein, Purchaser and RHI will indemnify and hold Seller
harmless from and against any and all loss, damage, judgment, claims and
threats of claims, including all reasonable attorneys' fees and court costs
through all trial and appellate levels, in connection with or arising out of
any claim by any Member or other Person that such change in the Membership
Plan Documents within the initial one year period or such change in the
Membership Plan Requirements in the following five year period has damaged
such Member or Person and which claim arises prior to expiration of the
Indemnity Period.

           (b)  For a period of ten (10) years from the Closing Date,
Purchaser will continue to accept applications for memberships in the Club
from property owners of the Communities at an initiation fee charge which
shall not exceed forty percent (40%) of the initiation fee then charged by
Purchaser to other purchasers of the same category of Membership up to a
total number of activated memberships not to exceed 150 in any calendar year
or 640 in the aggregate (the "Discounted Memberships").  The Discounted
Memberships shall be offered  until the first to occur of ten (10) years from
the Closing Date or the activation of 640 Discounted Memberships at the most
favorable cost and most favorable terms as such memberships are made
available to other purchasers of membership in the Club who are eligible for
membership based upon property ownership in any particular location, it being
intended that property owners within the Communities shall have membership
rights and privileges equal to or greater than those membership privileges
offered by Purchaser to property owners within any other residential
community.  Seller agrees that memberships offered to property owners of the
Communities as provided herein (i) shall be limited to first purchasers of
lots or dwellings from Seller or from builders purchasing from Seller,
(ii) must be applied for by such owner within six (6) months after closing on
the lot or dwelling by such owner (with any memberships not activated by an
owner by application within the time period remaining in the pool of
memberships available to Seller for other residents of the Communities), and
(iii) all such owners shall be subject to normal and customary application
procedures including credit references.  Property owners within the
Communities may make application for membership after the maximum number of
memberships available to such owners at the applicable discount have been
activated and will be considered by the Club on the same and no less
favorable basis as all other applicants for membership in the Club.

           (c)   All indemnifications provided for herein and in the
Memorandum of Agreement shall include the following provisions.  Both RHI and
Purchaser shall be primary obligors under any such indemnification, jointly
and severally liable thereunder.  The maximum liability of Purchaser under
any such indemnification (exclusive of attorneys' fees and costs of
litigation at the trial level or on appeal) shall not exceed $1,000,000 in
the aggregate and shall be limited to claims arising during the Indemnity
Period.  In the event of any facts giving rise to an indemnification provided
for herein, the Purchaser shall be entitled, upon its election, by written
notice given to the Seller within fifteen (15) days after the date on which
notice of the claim or demand is given to the Purchaser (without prejudice to
the right of Seller to participate at its expense through counsel of its own
choosing without claim for reimbursement from Purchaser with respect thereto)
to assume and control the defense of such claim and any litigation resulting
therefrom at its expense and through counsel of its choosing, subject to the
reasonable approval of Seller.  If the Purchaser assumes the defense of any
such claim or litigation, it shall take all prudent steps reasonably
necessary in the defense or settlement of such claim or litigation and shall
hold the Seller harmless from and against all losses caused by or arising out
of any settlement thereof approved by Purchaser or any judgment in connection
therewith (other than the costs of Seller's expenses for participating in any
such defense or settlement at its own election).  The Purchaser shall not in
the defense of such claim or litigation, except with the written consent of
Seller, consent to the entry of any judgment or enter into any settlement
that does not include as an unconditional term thereof the giving to Seller
by a claimant of a release from all liability regarding such claim or
litigation.  The Seller shall cooperate in the defense of any claim or
litigation.

     If the Purchaser shall not assume the defense of any such claim or
litigation, the Seller may defend against such claim or litigation in such
manner as it may deem appropriate and may settle such claim or litigation,
after giving written notice thereof to Purchaser on such terms as Seller may
deem appropriate, and Purchaser will promptly reimburse Seller for any claim,
damage, and reasonable cost or expenses incurred as a result of such
settlement or any judgment entered in connection therewith together with the
amount of all legal and other expenses incurred by Seller in connection with
the defense or settlement of any such claim or litigation including, but not
limited to, any and all reasonable costs associated with any appeals of such
action.  Notwithstanding the foregoing, Seller may, at any time, enter into
any settlement of any such claim or litigation affecting Seller, provided,
however, if such settlement is not approved by Purchaser, Purchaser shall be
relieved of its indemnification obligations set forth herein.  If Purchaser's
approval of a settlement is requested and refused in writing and Seller
elects not to settle, all expenses, fees, losses, damage and liability
thereafter incurred or suffered by Seller shall be the sole responsibility of
Purchaser in the event of later settlement or adjudication against Seller
with respect to any such claim or litigation the settlement of which
Purchaser initially refused to defend.

     Seller shall give Purchaser written notice within thirty (30) days of
its receipt of any written notice of a claim or demand for which
indemnification may be provided herein.  Failure of Seller to give such
notice shall not relieve Purchaser of its obligations herein, except to the
extent, if at all, that Purchaser shall have been materially prejudiced
thereby.  In the event Seller takes any action which admits liability or
materially impairs the rights of Purchaser to settle or negotiate such claim
or other matter indemnified against, then Purchaser shall have no further
obligation to Seller pursuant to the indemnification provisions herein.

     6.4   OPERATIONAL STANDARDS.  Purchaser acknowledges that the Club and
Club Facilities are important amenities to the development and marketing of
the Communities both in terms of the quality of the operations and the rights
and privileges afforded to Club Members in relationship to resort guests
accommodated at the Marriott ("Resort Guests").  Purchaser acknowledges and
agrees that the private membership aspects of the Club will be preserved by
Purchaser not only by adherence to the Membership Plan Requirements but also
by continuation of those operational standards set forth on Exhibit D,
attached hereto and made a part hereof (the "Operational Standards").  The
provisions of this Section 6.4 shall survive for a period of six (6) years
from the Closing Date and Purchaser shall indemnify and hold harmless Seller
from any claims arising out of or in connection with a violation of the
provisions of this Section 6.4 in accordance with the indemnification
provisions set forth in Section 6.3 hereof.

     6.5   ARBITRATION.  Any dispute arising between Seller and Purchaser in
respect of either party's rights or obligations arising subsequent to the
Closing under Sections 6.1 through 6.4 of this Agreement (excluding those
resulting from or arising out of or related to litigation instituted against
Seller or Purchaser by third parties) shall be submitted to binding
arbitration in accordance with the procedures set forth in this Section 6.5
as follows:

           (a)   The arbitration shall be initiated by either party
delivering to the other a Notice of Intention to Arbitrate as provided for in
the Commercial Arbitration Rules of the American Arbitration Association (the
"AAA"), as amended from time to time (the "AAA Rules").

           (b)   The arbitration shall be conducted at such location within
St. Johns County or Duval County, Florida as shall be determined by Seller in
accordance with the AAA Rules.  In the event of a conflict between the AAA
Rules and this Section 6.5, the provisions of this Section 6.5 shall govern.

           (c)   The parties shall appoint a single arbitrator by mutual
agreement.  If the parties have not agreed within ten (10) days of the date
of the Notice of Intention to Arbitrate on the selection of an arbitrator
willing to serve, the AAA shall appoint a qualified Arbitrator to serve (any
arbitrator chosen in accordance with this Subsection 6.5(c) is referred to
herein as the "Arbitrator").  The Arbitrator shall have substantial
experience in the operation of private membership club facilities.  No
Arbitrator may serve if such person has a conflict of interest involving the
subject matter of the Arbitration.

           v   The Arbitrator shall be fully compensated for all time
spent in connection with the arbitration proceedings in accordance with the
Arbitrator's hourly rate not to exceed three hundred dollars ($300.00) per
hour, unless otherwise agreed to by the parties, for all time spent by the
Arbitrator in connection with the arbitration proceeding.  Pending the
Arbitrator's final award, the Arbitrator's compensation and expenses shall be
advanced equally by the parties.

           (e)   Within thirty (30) days after the Arbitrator has been
appointed, a preliminary hearing among the Arbitrator and counsel for the
parties shall be held for the purpose of developing a plan for the management
of the arbitration, which shall then be memorialized in an appropriate order.

The matters which may be addressed include, in addition to those set forth in
the AAA Rules, the following: (i) definition of issues; (ii) scope, timing
and types of discovery, if any; (iii) schedule and place(s) of hearings; (iv)
setting of other timetables; (v) submission of motions and briefs; (vi)
whether and to what extent expert testimony will be required, whether the
Arbitrator should engage one or more neutral experts, and whether, if this is
done, engagement of experts by the parties can be obviated or minimized;
(vii) whether and to what extent the direct testimony of witnesses will be
received by affidavit or written witness statement; and (viii) any other
matter which may promote the efficient, expeditious, and cost-effective
conduct of the proceeding.

           (f)   The Arbitrator shall permit and facilitate such discovery
as he or she shall determine is appropriate in the circumstances, taking into
account the needs of the parties and the desirability of making discovery
expeditious and cost-effective.

           (g)   Papers, documents, and written communications shall be
served by the parties directly upon each other and the Arbitrator.

           (h)   The Arbitrator shall promptly (within sixty (60) days of
the conclusion of the proceedings or such longer period as the parties
mutually agree) determine the claims of the parties and render a final award
in writing.  The Arbitrator shall provide a concise statement of the general
basis for his or her conclusions.  The award rendered by the Arbitrator may
be converted to a judgment and enforced in any court having jurisdiction to
do so and may only be appealed pursuant to subsection 6.5(j) hereof.  If
applicable law allows pre-award interest, the Arbitrator may, in his or her
discretion, grant pre-award interest and, if so, such interest shall be at
the legal rate provided under Florida law.  The Arbitrator shall award all of
a party's reasonable attorneys fees and costs of arbitration, taking into
account the final result of arbitration, the conduct of the parties and their
counsel in the course of the arbitration, and other relevant factors.

           (i)   Within thirty (30) days after delivery of a final award to
the parties, the Arbitrator may make corrections on his or her own
initiative, and corrections requested by a party, provided all such
corrections are requested and made in writing.

           (j)   A party may seek judicial review of the Arbitrator's award
solely and exclusively upon the grounds that it was obtained through fraud,
material misrepresentation, corruption or misconduct.  Any suit, action or
proceeding whether at law or in equity, including any declaratory judgment or
similar suit or action, constituting or pertaining to such judicial review,
shall be instituted in the Circuit Court, Eleventh Judicial Circuit, St.
Johns County, Florida.  Each party waives any objection which it may now or
hereafter have to the venue in any such suit, action or proceeding and
irrevocably submits itself to the jurisdiction of such court in any such
suit, action or proceeding.  Each party agrees that a remedy at law for a
violation of this subsection 6.5(j) may not be adequate and therefore agree
that the remedies of specific performance and injunctive relief shall be
available in the event of such violation, in addition to any other right or
remedy at law or in equity to which any party may be entitled.  If an award
is reviewed and the party seeking the review prevails, all costs and
reasonable attorneys' fees incurred by the parties in the review proceedings
shall be borne by the party initiating same.  If the party seeking the review
does not prevail, it shall pay all costs and reasonable attorneys' fees
incurred by both parties in the review proceedings.

     6.6   ZONING CHANGES.  Seller shall not, prior to Closing, and
Purchaser shall not, for a period of five (5) years subsequent to Closing,
seek any zoning changes to the Property or changes to the applicable
development approvals pertaining to the Real Property which directly affect
the Real Property without the express written consent of the other party. 
Further, at no time shall Purchaser take any action which in the reasonable
opinion of Seller would modify or violate, or might be construed to violate,
the terms of the Development of Regional Impact Order dated July 8, 1975,
issued by the St. Johns County Board of County Commissioners, as amended from
time to time (the "DRI") or Planned Unit Development Ordinance No. 75-15,
dated August 15, 1975, issued by the St. Johns County Board of County
Commissioners, as amended from time to time (the "PUD") and Purchaser and RHI
shall indemnify and hold harmless Seller from any claims arising out of or in
connection with a violation of the provisions of this Section 6.6 in
accordance with the indemnification provisions set forth in Section 6.3
hereof.  During the Feasibility Period, Purchaser shall satisfy itself that
the zoning and DRI approvals that affect the Real Property will permit
Purchaser to operate the Club and the Club Facilities in the manner desired
by Purchaser.  Seller and Purchaser will cooperate in order to obtain
documentation approved by Seller and Purchaser in order to fulfill this
requirement.  Prior to Closing, Purchaser will not contact any governmental
authorities in connection with the above without affording Seller or its
counsel, by five (5) days prior written notice, an opportunity to participate
in any such discussion or correspondence. 

     6.7   APPROVAL RIGHTS - SUBSEQUENT OWNERS AND MANAGERS.  For a period
of one (1) year from the Closing Date, Seller shall have the right to approve
any future owner of the Real Property and shall have the right to approve any
manager or management company (other than Interstate Hotels, Inc. or its
Affiliates) responsible for the management of the Real Property, the Club or
the Club Facilities, and such approval will not be unreasonably withheld. 
Seller's approval rights as aforesaid will not apply in the case of a
transfer or lease to or management by an Affiliate of Purchaser.  In the case
of any contemplated transfer, lease, or change of manager or management
company, Purchaser or the then owner of the Real Property shall notify Seller
of the name of the contemplated transferee, lessee, manager or management
company at least thirty days prior to the time of the contemplated transfer,
lease or change in manager or management company, and shall provide to Seller
such information in connection therewith as Seller may reasonably require,
and Seller shall notify Purchaser or the subsequent owner of Seller's
approval or disapproval within ten days of receipt of such information.

     6.8   SELLER'S RIGHTS UPON RESALE.  For a period of one (1) year from
the date of Closing, if Purchaser or any of its Affiliates shall convey the
Real Property or the issued and outstanding shares of Purchaser to a third
party purchaser (exclusive of (i) Affiliates, and (ii) conveyances arising
out of condemnation), for a purchase price in excess of THREE MILLION SEVEN
HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($3,750,000.00), then Seller shall
be entitled to receive, coincident with the conveyance of the Real Property
or stock to such purchaser, an amount equal to fifty percent (50%) of the
Profit, as defined below, realized by Purchaser upon such resale.  For
purposes of this Section 6.8, the term Profit shall mean the difference
(stated as a positive integer) between (a) the purchase price paid by the
third party purchaser for the Real Property or stock as reduced by the direct
normal and customary transactional costs and expenses paid to unrelated third
parties, and (b) $3,750,000.00, as increased by (i) capital expenditures made
by Purchaser to improve the Club Facilities from and after the Closing Date,
and (ii) all direct normal and customary transactional costs and expenses
attributable to this purchase and sale transaction paid to unrelated third
parties.  Seller and Purchaser acknowledge and agree that the rights of
Seller provided for in Sections 6.3, 6.4, 6.7 and 6.8 hereof regarding
Sellers operation, ownership and resale of the Property have been entered
into in specific reliance upon Purchaser's representations as to its intent
to participate directly or through its Affiliates in the operations of the
Club Facilities for a period of time subsequent to Closing. As a result, the
foregoing constitute reasonable restrictions upon Purchaser's ownership and
operations of the Property for the periods stated.

     6.9   DISCOUNTS.  Until such time as property owners within the
Communities shall have activated the 640 memberships in the Club provided for
under Section 6.3(b) above, Purchaser shall not offer to any other
residential real estate communities within Clay, Nassau, Duval or St. Johns
Counties membership discounts or membership incentive programs in the nature
of discounts, other than the Communities.  This provision shall not be
construed to prevent the offering of memberships at full published rates to
residential property owners or to any residential community, it being
intended that the Communities shall be the only residential real estate
communities afforded membership discounts or incentives in the nature of
discounts in the Club Facilities.

     6.10  MEMORANDUM OF AGREEMENT.  The covenants and agreements mentioned
in Sections 6.1, 6.2, 6.3(b), 6.7, 6.8 and 6.9, inclusive, shall be covenants
running with the Real Property (such covenants to be perpetual unless
otherwise specified in the applicable section mentioned above) and shall run
with the Real Property and be binding upon and enforceable against the
Purchaser and its successors and assigns, and all owners of any portion of
the Real Property and shall run to Seller, its successors and assigns, and
shall be memorialized into and included in a Memorandum of Agreement to be
executed by Seller and Purchaser at Closing and recorded in the public
records of St. Johns County, Florida, at the time of recording of the deed
conveying the Real Property to the Purchaser.  

     6.11  RETENTION OF NAME/LICENSE.  At Closing Seller shall transfer to
Purchaser the name "Cabana Club" (the "Name").  Purchaser acknowledges that
it shall acquire no interest in, nor the right to use, any other name,
service mark, trademark, or trade name of Seller or its Affiliates, including
without limitation, the names "Arvida [copyright]" or "Sawgrass [copyright]",
except pursuant to the License Agreement referenced in Section 6.19 hereof.

     6.12  CONFIDENTIALITY.

           (a)   CONFIDENTIAL INFORMATION.  Seller has or will furnish to
Purchaser for the purpose of Purchaser's review, the financial and other
materials and information mentioned herein and/or provided to Purchaser in
connection with the transaction contemplated by this Agreement.  The
existence of the transaction described herein and in the Letter of Intent,
the existence of this Agreement and the Letter of Intent, and any of the
terms of this Agreement or the Letter of Intent, together with all of the
materials and information mentioned in the previous sentence, is hereinafter
collectively referred to as "Confidential Information," exclusive of any
information which (i) at the time of disclosure or thereafter (other than as
a result of such disclosure) is generally available to and known by the
public, or (ii) has been independently acquired or developed by Purchaser
without violating any of its obligations under this Section 6.12.  In
addition to the agreements contained in the Confidentiality Agreement, Seller
and Purchaser agree as follows:

           (b)   CONFIDENTIAL INFORMATION RECIPIENT.  In the course of
Purchaser's review, the Confidential Information may be used by Purchaser or
communicated by Purchaser in whole or in part, orally or in writing, to
Purchaser's employees, agents, contractors and attorneys, or any prospective
lender providing financing to the Purchaser for the acquisition of the
Property (Purchaser and such employees, agents, contractors, attorneys and
any entity providing such financing, being collectively referred to as the
"Recipient"), provided that such Recipient shall agree to maintain the
confidentiality of the Confidential Information as provided herein.  Prior to
communicating any Confidential Information to any Recipient, Purchaser shall
provide Seller with written  evidence of such Recipient's agreement to
maintain the confidentiality of such information.

           (c)   NONDISCLOSURE OBLIGATIONS.  Because of the great loss and
damage that would be suffered by Seller if any Recipient were to divulge any
Confidential Information at any time outside the scope of its review and
purposes for which the Confidential Information and been provided to
Recipient, Purchaser for itself and each Recipient agrees that:

                  (i)  Each Recipient shall at all items receive and
maintain all Confidential Information in confidence, and Recipient shall not,
in any manner, directly or indirectly, disclose or divulge any Confidential
Information to any Person whomsoever, nor use such information for its
benefit or for the benefit of any other Person.  Furthermore, Recipient shall
not use Confidential Information for any purpose whatsoever, other than for
the review process of Recipient or for purposes expressly authorized by
Seller.

                  (ii)  Purchaser represents and warrants for itself and all
Recipients that all right, title and interest in and to all Confidential
Information (excluding the prior letter of intent between Seller and
Purchaser and this Agreement) up to the date of Closing is the exclusive
property of Seller, and Purchaser and each Recipient shall make no claim for
proprietary interests therein.

                 (iii)  If this Agreement shall be terminated for any
reason, each Recipient shall promptly return to Seller all such Confidential
Information, including all copies thereof as may have been provided by Seller
or may have been made by any Recipient in spite of the prohibition against
such copying, as are or may come into such Recipient's possession or control.

                  (iv)  Prior to the Closing Date, in addition to and not in
limitation of the above, no Recipient shall communicate with any Member or
employee of the Club except as may be approved in writing by Seller, which
may be granted or withheld by Seller in its sole discretion.

           (d)   This Section 6.12 shall survive termination of this
Agreement and Closing.

     6.13  PERMITS AND LICENSES. At Closing, Seller shall assign to
Purchaser in whole or in part, as applicable, and to the extent permitted,
all transferable permits and governmental licenses issued to Seller and used
solely in connection with the conduct of business at the Club Facilities. 
Seller hereby agrees to operate, manage and maintain the Property, the Club
and the Club Facilities in accordance with the provisions,  requirements and
restrictions set forth in the aforementioned permits and licenses until
Closing.

     6.14  BOOKS AND RECORDS.  At Closing, Seller shall deliver to Purchaser
such extracts from its books and records pertaining to the operation of the
Club Facilities as Purchaser may reasonably request, and at Purchaser's
expense.

     6.15  ASSUMED OBLIGATIONS.  At Closing, Seller will assign to Purchaser
and Purchaser will assume Seller's obligations under the "Assumed
Obligations" listed in Exhibit E attached hereto and made a part hereof, but
only to the extent any of such Assumed Obligations continues to be a viable
contractual obligation of Seller in force and effect at the date of Closing. 
The reference to such Assumed Obligations herein, or the act of Purchaser's
assumption of such Assumed Obligations, shall not be deemed to be (i) an
extension, expansion, modification, renewal, or novation of any Assumed
Obligation; (ii) be deemed to recreate, reimpose, revise, or restate any such
Assumed Obligation; or (iii) be deemed to be an admission that any such
Assumed Obligation is an enforceable contractual obligation, in any case in
favor of any Member, Person, or other party not a signatory to this
Agreement, and shall create no third party beneficiaries hereof.  Purchaser's
assumptions of those obligations under Contracts constituting part of the
Assumed Obligations shall be limited to those provisions thereof, if any,
which relate to the ownership use and operation of the Club.  Further, with
respect to the Assumed Obligations identified as "Lot/Unit or Builder
Contracts" on Exhibit E, the scope of the Assumed Obligation of Purchaser
with respect thereto shall be limited only to those specific provisions of
such Contracts included as part of Exhibit E-1.  Purchaser will cooperate
with Seller and will provide all information reasonably necessary and will
execute required documentation reasonably necessary to seek the release of
Seller from liability under any of the service contracts or equipment leases
constituting part of the Assumed Obligations, if requested by Seller.  In the
event that the obligee under any such Assumed Obligation requires any payment
in order to procure such release, such payment will be the obligation of
Seller.  The assignment and assumption agreement that will be executed by
Seller and Purchaser in connection with the Assumed Obligations will contain
a provision whereby the Purchaser and RHI will indemnify and hold the Seller
harmless from and against any and all loss, damage, judgments, claims and
threats of claims, including all reasonable attorneys' fees and court costs
through all trial and appellate levels, in connection with or arising out of
Purchaser's actual or alleged failure to fulfill its obligations under or in
connection with the Assumed Obligations.

     6.16  CONDUCT OF BUSINESS; MAINTENANCE OF CLUB FACILITIES.  Until the
Closing, Seller will manage and operate the Club and existing Club Facilities
as same were being managed and operated as of the Effective Date, and will
use its best efforts to preserve a good relationship with all persons having
relations with Seller with respect to the Property, the Club and/or existing
Club Facilities. Seller will not enter into any contract or commitment or
engage in any transaction which materially affects the Property and which
does not by its terms terminate at Closing, or which materially affects the
Property, the Club or the existing Club Facilities or which materially and
adversely affects any representation or warranty of Seller in this Agreement
without the prior written consent of Purchaser, except for contracts,
agreements, purchase orders and undertakings occurring in the ordinary course
of business which are reasonable and necessary to the continued operation of
the Property, the Club and/or existing Club Facilities.  After the execution
of this Agreement, Seller will not rent or lease the Property, the Club
and/or existing Club Facilities or any portion thereof, or extend or
otherwise materially amend any material lease or other material agreement
relating to the Property without the prior written consent of Purchaser. 
Seller will deliver to Purchaser at Closing the Tangible Assets, subject to
normal wear and tear between the date hereof and Closing.  Purchaser shall
take a closing inventory of tangible assets not later than three (3) business
days prior to the Closing Date.  If any item or items of Tangible Assets
shall be missing, damaged or destroyed having an aggregate value in excess of
THREE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($3,500.00) ("Reduced
Assets"), Seller agrees at its election, to replace such item or items at
Closing with items of equal value or to provide Purchaser a credit at Closing
in amount equal to the value of the Reduced Assets.  Seller shall also
maintain Inventory levels at normal and customary levels between the date
hereof and the Closing Date, it being intended that the Club Facilities be
operational at normal operational standards as of the Closing Date.

     6.17  CONDITION OF THE PROPERTY; DISCLAIMER OF REPRESENTATIONS. 
Purchaser has had the right to continuous access to the Club Facilities under
the UAO Agreement and as such is familiar with the operation of Club
Facilities.  Purchaser hereby expressly acknowledges and agrees that except
as and to the extent expressly provided to the contrary in this Agreement:
(a) this sale is made "as is" and Seller makes and has made no warranty or
representation whatsoever as to the condition or suitability of any portion
of the Property for Purchaser's purposes, (b) Seller and its Affiliates
warrant only that, to their actual knowledge, any information furnished to
Purchaser by Seller is true and correct as of the date delivered, and Seller
shall not be bound by any oral statement of any broker, employee, agent or
other representative or Affiliate of Seller, (c) Purchaser has made a
complete and thorough examination and inspection of all portions of the
Property and, on the basis of its inspection, Purchaser is thoroughly
familiar with all portions of the Property (including without limitation,
whether or not hazardous or toxic materials are or have heretofore been
located on or under or generated from any portion of the Property), and
including, without limitation, zoning, land use restrictions, compliance with
applicable laws and regulations, utility availability and hook-up costs
(including, without limitation, whether or not septic tanks are permitted or
prohibited) the financial condition of the Property, and all other matters
relevant to Purchaser, (d) if Purchaser elects to close this transaction,
Purchaser shall have determined that the condition of all portions of the
Property is satisfactory to Purchaser, (e) notwithstanding the nature or
extent of the inspections Purchaser has made, Purchaser shall purchase and
accept every portion of the Property in its "as is" condition without
requiring any action, expense or other thing or matter on the part of the
Seller to be paid or performed and, upon acceptance of the deed of conveyance
to the Real Property, Purchaser shall be conclusively deemed to have accepted
the Property in its "as is" condition, (f) shall hold Seller and its
Affiliates harmless from all damages and consequences arising from any
adverse conditions (including without limitation, the existence of any
hazardous or toxic substances) on such Property which are created after the
Closing Date, and (g) Seller and its Affiliates make and have made no
representation or warranty, express or implied, concerning any portion of the
Property, its condition, the use to which it may be put, any environmental
matters, or any other thing or matter directly or indirectly related thereto
or hereto (including, without limitation, NO WARRANTY OF MERCHANTABILITY, OR
FITNESS FOR ANY PARTICULAR PURPOSE OR RELATING TO THE ABSENCE OF LATENT OR
OTHER DEFECTS, except as may be specifically included in any closing
documents executed by Seller in connection herewith).  The provisions of this
Section shall survive Closing and delivery of the deed of conveyance.

     6.18  EXTENSION OF LEASE WITH ARVIDA REALTY SALES, LTD.  At Closing,
RHI shall enter into an extension of the current lease between Purchaser and
Arvida Realty Sales, Ltd. for the space presently occupied by Arvida Realty
Sales, Ltd. and located on the first floor of the Marriott at Sawgrass.  The
term of the lease shall be extended through December 31, 2007 in accordance
with its current terms and conditions except that (i) the extension shall
allow for annual rent increases based upon increases in the Consumer Price
Index (All Cities Average) from and after expiration of the existing term on
a noncumulative basis and (ii) the extension shall contain an option
exercisable solely by Arvida Realty Sales, Ltd., to renew the lease for one
(1) renewal term of five (5) years upon the same terms and conditions set
forth in the lease as amended by the extension.

       LICENSE AGREEMENT.  At Closing, Seller shall grant to Purchaser
a royalty free license to the tradename "Sawgrass" in the form of Exhibit F
attached hereto (the "License Agreement").

                   7. REPRESENTATIONS AND WARRANTIES

     7.1   REPRESENTATIONS AND WARRANTIES OF PURCHASER AND RHI.  In order to
induce Seller to enter into this Agreement, Purchaser represents and warrants
as follows, up to and including the Closing Date:

           (a)   AUTHORITY.  Purchaser and RHI are each entities in good
standing in their state of organization and have all requisite power and
authority as is necessary or desirable to permit them to enter into and
perform their duties hereunder.  No consent by or authorization of any
governmental agency, authority or other person is required to permit each of
them fully to perform their duties under this Agreement, except the consent
of IBJ which consent RHI shall diligently pursue; and provided such consent
shall not constitute a condition to Purchaser's obligation to close this
transaction after expiration of the Consent Period.  Upon the execution and
delivery of this Agreement by the parties hereto, this Agreement will
constitute a legal, valid and binding obligation of Purchaser and RHI
enforceable in accordance with its terms.

           (b)   NO DEFAULTS.  Neither the execution of this Agreement nor
the consummation of the transactions contemplated herein will (except to the
extent consent of IBJ is required):  (i) conflict with, or result in a breach
of, the terms, conditions or provisions of, or constitute a default under,
any partnership agreement of Purchaser or RHI or agreement or instrument to
which Purchaser or RHI is a party, (ii) violate any restriction to which
Purchaser or RHI is subject, (iii) constitute a violation of any applicable
code, resolution, law, statute, regulation, ordinance, rule, judgment, decree
or order to which Purchaser or RHI is subject or by which either is bound, or
(iv) result in the creation of any lien, charge or encumbrance upon any
property to be acquired by Purchaser hereunder or any portion thereof, except
as specifically permitted hereunder.

           (c)   LITIGATION.  Except as set forth on Exhibit G hereto,
neither Purchaser nor RHI has actual knowledge of any actions, suits or
proceedings pending or threatened against them by any party before any court,
agency, governmental authority or arbitrator related to the business of
Purchaser or RHI, which could, if successful, have an adverse effect on their
ability to consummate the transactions contemplated hereby and fulfill its
obligations hereunder.  All such actions, suits or proceedings shall be
continued diligently by Purchaser and RHI at their sole expense.

           (d)   MATERIAL MISSTATEMENTS OR OMISSIONS.  None of the
representations or warranties of Purchaser or RHI contained in this
Agreement, or in the exhibits attached hereto, and no document furnished in
connection herewith or in connection with the transactions contemplated
hereby contains, or at the Closing will contain, any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements of fact herein and therein not misleading.

     7.2   REPRESENTATIONS AND WARRANTIES OF SELLER.  In order to induce
Purchaser to enter into this Agreement, Seller represents and warrants as
follows, up to and including the Closing Date:

           (a)   AUTHORITY.  Seller is a legally constituted general
partnership under the laws of the State of Florida.  Seller has all requisite
power and has taken all such actions as are necessary or desirable to permit
it to enter into and perform its duties hereunder.  No consent by or
authorization of any other person is required to permit Seller fully to
perform its duties under this Agreement, except with respect to the release
of the existing mortgage lien which Seller is obligated to release at
Closing.  Upon the execution and delivery of this Agreement by all parties,
this Agreement will constitute a legal, valid and binding obligation of
Seller enforceable against Seller in accordance with its terms.

           (b)   NO DEFAULTS.  To the best of Seller's actual knowledge,
subject to Seller's obtaining requisite consent of its lenders, neither the
execution of this Agreement nor the consummation of the transactions
contemplated herein will:  (i) conflict with, or result in a breach of, the
terms, conditions or provisions of, or constitute a default under, any
agreement or instrument to which Seller is a party, (ii) violate any
restriction to which Seller is subject, (iii) constitute a violation of any
applicable code, resolution, law, statute, regulation, ordinance, rule,
judgment, decree or order to which Seller is subject or by which it is bound,
(iv) result in the creation of any lien, charge or encumbrance upon the
Property or any portion thereof.

           (c)   ASSUMED OBLIGATIONS.  The copies of the Contracts provided
to Purchaser are complete and constitute the entire agreement with the Person
with which or whom each such agreement was made; the Contracts are in full
force and effect; to the best of Seller's actual knowledge there has been no
material default under any Contract except as otherwise disclosed in writing
to Purchaser; to the best of Seller's knowledge there are no commitments for
access  to or use of the Club Facilities by third parties except as set forth
in Exhibit E; and the Rules and Regulations dated January 1, 1997 as
delivered to Purchaser constitute a true and correct copy of the current
operating regulations for the Club Facilities.

           (d)   FEES AND ASSESSMENTS.  Seller has no actual knowledge of
any governmental assessments concerning the Property which are due and
unpaid.  Seller has no actual knowledge of any outstanding impact fees or
other fees due and owing to or pending claims of any municipality or
governmental authority with respect to the Property, the Club or existing
Club Facilities.

           (e)   LITIGATION.  Except as set forth on Exhibit H attached
hereto, Seller has no actual knowledge of any actions, suits or proceedings
pending or threatened by any party before any court, agency, governmental
authority or arbitrator related to the Property, the Club and the Club
Facilities.

           (f)   MECHANIC'S LIENS.  That on the Closing Date there will be
no outstanding contracts made by Seller for any improvements to the Property
which have not been fully paid for, and Seller shall cause to be discharged
all construction, mechanics' or materialmen's liens arising from any labor or
materials furnished to the Property prior to the Closing Date.

           (g)   SELLER'S LICENSES AND PERMITS.  During or prior to the
Feasibility Period, Seller has provided Purchaser with copies of all licenses
and permits held by Seller pertaining to the ownership and operation of the
Property, the Club and/or the Club Facilities.  To Seller's knowledge, the
copy of each such license or permit, with any amendments applicable thereto,
is complete and such licenses and permits are in full force and effect and
are satisfactory for the operation of the Club as it is currently operated by
Seller.  Seller has not received any written notice of noncompliance with any
such license or permit, nor has Seller received notice of any zoning
violation applicable to the Club Facility.


                   8.  MISCELLANEOUS CLOSING MATTERS

     8.1   PRORATIONS AT CLOSING.  All real estate taxes, personal property
taxes, rents, membership dues and periodic fees (but not initiation fees) and
items of income and expense or accounts payable to the extent of available
information, shall be prorated through the day before Closing.  Cash at
Closing shall be increased or decreased as may be required by the prorations.

Taxes shall be prorated based on the current year's tax with due allowance
made for the allowable discount and any other applicable exemptions as shall
be available at Closing.  If Closing occurs on a date when the current year's
tax statement is not available, taxes will be estimated and prorated based
upon the prior year's tax statement.  Any tax proration based on an estimate
may at the request of either Purchaser or Seller be subsequently readjusted
upon receipt of the actual tax statement, and a statement to that effect will
be set forth in the closing statement.

     8.2   PRORATIONS POST CLOSING.  Seller and Purchaser acknowledge that
it will not be possible to make all necessary adjustments in items of
proration at Closing.  As a result, all utility charges, accounts payable and
receivable and other items of income and expense as to which information is
not available prior to Closing shall be subject to a post closing adjustment
procedure set forth in this Section 8.2.  Accounts payable and receivable
shall be adjusted as set forth in Section 8.3 below.  Other items of income
or expense shall be prorated as to Seller for the period up to and including
the day before Closing and as to Purchaser for the period of the day of
Closing and thereafter.  Purchaser shall receive a credit for any reservation
deposits paid to Seller prior to Closing.  Seller and Purchaser agree that
their respective designated accounting personnel shall diligently proceed to
make such adjustments promptly following the date of Closing in order to
finalize all such adjustments within the earlier of (i) thirty (30) days from
Closing or (ii) thirty (30) days from the date all information necessary to
make such adjustments is available to both parties.  Each party agrees to
promptly pay, within ten (10) days of such final adjustment determination,
over to the other party any amounts due and owing to such party.  The
provisions of this Section 8.2 shall survive the Closing until all such
adjustment amounts are paid.  Any amounts not paid when due shall bear
interest at the rate of eight percent (8.0%) per annum from the due date
until paid.

     8.3   ACCOUNTS PAYABLE AND RECEIVABLE.  All accounts payable that are
attributable to operations of the Property, the Club or the Club Facilities
for the period through the day before Closing will be paid by Seller.  To the
extent such accounts payable are attributable to periods from the date of
Closing and thereafter, the same shall be prorated as provided in Section
8.1, and paid by Purchaser.  The accounts receivable attributable to
operations of the Property, the Club or the Club Facilities that as of the
day prior to Closing are less than ninety (90) days outstanding, and all
unbilled accounts, excluding such accounts receivable or unbilled accounts
owed by RHI (the "Purchased Accounts Receivable") shall be transferred to
Purchaser at Closing at a purchase price of (i) ninety percent (90%) of gross
as to receivables equal to or less than thirty (30) days outstanding or
unbilled accounts, (ii) eighty percent (80%) of gross as to receivables equal
to or less than sixty (60) days but more than thirty (30) days outstanding,
and (iii) sixty percent (60%) of gross as to receivables which are equal to
or less than ninety (90) days but more than sixty (60) days outstanding.  All
other accounts receivable shall be retained and collected by Seller (other
than those of RHI), provided Purchaser shall include such amounts in its
statement of club accounts to each Member, and shall cooperate with Seller in
an effort to bring such accounts receivable current.  Any payments made on
Member accounts which Members constitute part of the Purchased Accounts
Receivable, shall be applied first to the Purchased Accounts Receivable
balance.  Purchaser shall pay or cause RHI to pay to Seller, at Closing, all
accounts receivable of RHI or unbilled accounts of RHI in favor of Seller
related to the Club.

     8.4   PURCHASER'S CLOSING COSTS.  At Closing, Purchaser shall pay for
inspections (if any), all recording fees, all costs of Purchaser financing,
Purchaser's attorneys' fees and the cost of the Survey.

     8.5   SELLER'S CLOSING COSTS.  At Closing, Seller shall pay for its
attorney's fees, documentary stamp taxes on the deed to the Real Property,
the title insurance premium and any costs of lien releases of Seller's
financing.

     8.6   COST OF TRANSFER OF PERMITS, LICENSES AND ASSUMED OBLIGATIONS. 
Purchaser shall pay any fee charged to the permittee or licensee in
connection with the transfer of any license or permit to Purchaser (or adding
Purchaser to any license or permit) as provided herein.  Seller shall pay the
amounts required by any obligee under an Assumed Obligation to procure the
release of Seller under such Assumed Obligation.  Purchaser shall pay all
costs of obtaining all required liquor licenses.

     8.7   TERMINATION OF EMPLOYEES OF SELLER.  All employees of Seller (as
to the Club Facilities) shall be terminated by Seller as of the Closing Date,
at Seller's expense.

     8.8   EXTENSION OF CLOSING DATE.  Purchaser may, at its option, extend
the Closing Date up to December 1, 1997 by providing (i) written notice of
such extension request to Seller not later than 5:00 p.m. EST on October 21,
1997, (ii) wire transfer of the amount of ONE HUNDRED THOUSAND AND 00/100
DOLLARS ($100,000.00) to Seller's account (the "Extension Payment"), and
(iii) delivery of the Deposit by wire transfer from Escrow Agent to Seller's
account.  The Extension Payment shall constitute part of the Deposit and
shall be credited against the Purchase Price at Closing.

                         9. CLOSING DOCUMENTS

     9.1   DOCUMENTS TO BE DELIVERED BY SELLER.  At the Closing, Seller
shall deliver or cause to be delivered to Purchaser the following:

           (a)   A Special Warranty Deed from Seller conveying fee simple
title to the Real Property, subject to the Permitted Exceptions, the
Declaration of Restrictions, and the Memorandum of Agreement and the rights
of Members, in proper statutory form for recording;

           (b)   A standard No-Lien Affidavit as to the Property, executed
by Seller, which shall be satisfactory to the Title Company in order to
delete all standard printed exceptions in the Title Policy other than taxes
for the year of conveyance and matters as shown on the Survey;

           (c)   A Non-Foreign Person Affidavit;

           (d)   Bill of Sale for all Tangible Assets which shall include
warranties of titles in form attached as Exhibit I;

           (e)   An assignment of Seller's rights, title and interest in the
Permits and Licenses mentioned in Section 7.2(g), and any guaranties or
warranties relating to any of the Property, in form attached as Exhibit J;

           (f)   An Assignment of the Assumed Obligations, in form attached
as Exhibit K.

     9.2   DOCUMENTS TO BE DELIVERED BY PURCHASER.  At the Closing, the
Purchaser shall deliver or caused to be delivered to Seller at Closing the
following:

           (a)   The Purchase Price (of which the Deposit shall be a part,
unless previously delivered to Seller); 

           (b)   An assumption of the Assumed Obligations in the form
attached as Exhibit K;

           (c)   Consent of IBJ to the provisions of Sections 6.2 and 6.18
hereof.

     9.3   MUTUAL OBLIGATIONS.  At the Closing, Seller and Purchaser shall
mutually execute and deliver to each other:

           (a)   A Closing Statement in customary form;

           (b)   The Memorandum of Agreement; 

           (c)   License Agreement; and

           (d)   Such other documents as may be reasonably necessary to
effectuate the closing of the transaction contemplated by this Agreement.

     9.4   ITEMS TO BE DELIVERED BY ESCROW AGENT.  At Closing, Escrow Agent
shall deliver the Deposit to Seller.

                           10. MISCELLANEOUS

     10.1  NOTICES.  All notices, requests, consents, instructions and
communications required or permitted under this Agreement shall be in writing
(including telex, telecopy and telegraphic communication) and shall be (as
elected by the person giving such notice) hand-delivered by messenger or
overnight courier service, telecommunicated, telecopied or mailed (air mail
if international) by registered or certified mail (postage prepaid), return
receipt requested, and addressed to each party at their respective addresses
as set forth below or to such other addresses any party may designate by
notice complying with the terms of this Section:

     If to Seller:    Mark Ambach
                      Arvida/JMB Partners
                      Jacksonville Golf & Country Club
                      3995 Hunt Club Road
                      Jacksonville, Florida 32224
                      Telephone: 904-223-5000
                      Telecopy:  904-223-0641

     Copy to:         John Baric, Esq.
                      Arvida Company
                      7900 Glades Road
                      P. O. Box 100
                      Boca Raton, Florida 33429
                      Telephone: 561-479-1100
                      Telecopy:  561-479-1227

     And to:          M. Lynn Pappas, Esq.
                      Pappas Metcalf & Jenks, P.A.
                      200 West Forsyth Street, Suite 1400
                      Jacksonville, Florida 32202
                      Telephone: 904-353-1980
                      Telecopy:  904-353-5217

     If to            PV Resort, Inc.
     Purchaser        C/O General Manager
     or RHI:          Marriott at Sawgrass
                      1000 TPC Boulevard
                      Ponte Vedra Beach, Florida 32082
                      Telephone:  904-285-7777
                      Telecopy:   904-280-7003

     Copy to:         Walter Driver
                      King and Spalding
                      191 Peachtree Road, N.E.
                      Atlanta, Georgia 30303
                      Telephone:  404-572-4600
                      Telecopy:   404-572-5149


     And to:          Terry A. Moore, Esq.
                      Brant, Moore, MacDonald & Wells
                      3100 Barnett Center
                      Jacksonville, Florida 32202
                      Telephone:  904-353-3100
                      Telecopy:   904-353-1166

     Each such notice, request or other communication shall be considered
given and shall be deemed delivered:  (a) on the date delivered if by
personal delivery or courier service, (b) on the date of transmission with
confirmed answer back if by telex or telegraph or telecopier if the
confirmation shows that the communication was received prior to 5:00 P.M. on
a business day, and on the next business day if the confirmation shows that
the communication was not received until after 5:00 P.M. or on a nonbusiness
day; or (c) on the date upon which the return receipt is signed or delivery
is refused or the notice is designated by the postal authorities as not
deliverable, as the case may be, if mailed.  Rejection, refusal to accept or
inability to deliver of which no notice was given shall be deemed to be
receipt of such notice, request or other communication.

     10.2  DEFAULT: REMEDIES.

           (a)   PURCHASER DEFAULT.  In the event Purchaser shall default in
any of the terms, covenants and/or provisions of this Agreement on the part
of Purchaser to be performed prior to or at Closing, then Escrow Agent shall
deliver to Seller the Deposit, unless previously delivered to Seller, and
Seller shall be entitled to retain all of such monies as full and agreed upon
liquidated damages in full settlement of any and all claims against Purchaser
for damages or otherwise, whereupon this Agreement shall be null, void and of
no further force and effect and neither party shall have any further
liability or obligation to the other hereunder. The parties hereby
acknowledge that this provision for liquidated damages is a fair and
reasonable measure of the damages to be suffered by Seller in the event of
Purchaser's default, because the exact amount of such damages are incapable
of ascertainment.

           (b)   SELLER DEFAULT.  If Seller shall be in default of any of
the terms, covenants and/or provisions of this Agreement on the part of
Seller to be performed prior to or at Closing, and such default is not cured
prior to Closing, as may be extended for any cure period provided for
hereunder, Purchaser shall have the right (a) to cancel this Agreement by
giving written notice to Seller and this Agreement shall be deemed to be
terminated as of the date of such notice, in which event Purchaser shall be
entitled to an immediate return of the Deposit, or (b) to an action for
specific performance in the event of and as the remedy for a wrongful refusal
or failure by Seller to convey or transfer any of the Property.  Seller shall
not be liable to Purchaser for any damages, direct, consequential or
otherwise and the provisions of this Section 10.2(b) are the sole and only
remedies of Purchaser against Seller.  In no event shall Seller be liable to
Purchaser for any loss of profits or any other indirect, special,
consequential or any other similar damages, arising out of any breach of this
Agreement or of Seller's obligations under this Agreement and Purchaser
expressly waives its rights to any such remedies.  

           (c)   DEFAULT AFTER CLOSING.  If Purchaser or Seller fails to
perform any of the covenants of this Agreement to be performed after Closing,
or if Seller shall violate any representation or warranty contained herein,
and such default is not cured within thirty days after written notice, the
other party shall have all remedies at law or in equity, subject, in the case
of the Seller, to the limitations set forth in Section 10.2(e) below. 

           (d)   ATTORNEYS' FEES.  The parties further agree that in the
event it becomes necessary for either party to litigate in order to enforce
its rights under the terms of this Agreement, then in that event the
prevailing party shall be entitled to recover reasonable attorneys' fees and
court costs through all trial and appellate levels.

           (e)   NONRECOURSE/SURVIVAL.  Notwithstanding anything to the
contrary in this Agreement or in any certificate executed by Seller in
connection with this transaction, it is understood and agreed that Seller's
liability with respect to any agreement, covenant or obligation contained
herein, in any documents executed in connection with this transaction, or in
any respect of any matter or condition related to this transaction or the
Property shall be limited to the amount of the Purchase Price.  No present or
future direct or indirect partner in Seller, or any Affiliate of Seller,
shall have any personal liability, directly or indirectly, under or in
connection with this Agreement or any other agreement, instrument or
certificate made or entered into or delivered under or in connection with the
provisions of this Agreement, or any amendments or modifications to any of
the foregoing made at any time or times, heretofore or hereafter, and
Purchaser and its successors and assigns and, without limitation, all other
persons or entities, shall look solely to Seller's assets (limited to the
amount of the Purchase Price) for the payment of any claim or for any
performance, and Purchaser, for itself and its successors and assigns, hereby
waives any and all such personal liability.  Neither a negative capital
account of any direct or indirect partner in Seller, nor any obligation of
any such partner to restore a negative capital account or to contribute
capital to Seller or any direct or indirect partner in Seller, shall be
deemed an asset of Seller for purposes of this paragraph.  Purchaser's rights
to make any claim for breach of Seller's representations, warranties,
covenants or agreements as to the Property shall be limited to one (1) year
after the date of Closing; provided however, that notwithstanding the
foregoing, if Purchaser learns of any breach or non-performance of any
representation, warranty, covenant or agreement prior to the Closing,
Purchaser shall promptly notify Seller thereof, and no claim for breach of
such representation, warranty, covenant or agreement shall survive Closing
(whether or not Purchaser notifies Seller thereof) but, rather, shall merge
into the Deed to be given by Seller, it being the intention of the parties
that claim for breach or non-performance of which Purchaser has knowledge
prior to the Closing shall survive the Closing should Purchaser elect to
close notwithstanding knowledge of such breach or non-performance. 
Enforcement by Seller, its successors and assignees, of each and every
covenant and obligation (including but not by way of limiting, obligations to
indemnify and hold harmless for the Indemnity Period) of Purchaser set forth
herein, and exercised by Seller, its successors and assignees, of all rights
granted to any of them herein, shall survive the Closing and delivery of the
deed of conveyance, notwithstanding anything set forth herein to the
contrary.  The provisions of this Section shall survive the Closing and
deliveries of the deed of conveyance.

     10.3  REAL ESTATE BROKERS.  Seller and Purchaser each represent and
warrant to the other that it has not dealt with any real estate agent, broker
or finder in connection with the transaction contemplated by this Agreement. 
Each party hereby agrees to indemnify, defend and save the other harmless
from the claims and demands of any real estate agent, broker or finder
claiming to have dealt with the indemnifying party in connection herewith. 
Each indemnity shall include all costs and expenses incurred by the
indemnified party in enforcing this indemnity, including without limitation
all attorneys' fees and other professional charges.  This Section 10.3 shall
survive termination of this Agreement and Closing.

     10.4  EMINENT DOMAIN.  If, prior to the Closing Date, the Property or
any portion thereof shall be taken by any governmental authority under its
power of eminent domain, then Purchaser shall have the option, upon notice
given to Seller not later than ten (10) business days following such taking: 
(i)  to take title to such Property on the Closing Date, in which event
Seller shall assign its rights in the condemnation award to Purchaser (or
Purchaser shall receive the condemnation award from Seller if Seller has been
paid before the Closing Date); or (ii) to terminate this Agreement and
receive a return of the Deposit, and this Agreement shall immediately be null
and void, and neither party have any further obligations hereunder.

     10.5  CASUALTY DAMAGE.  If prior to the Closing Date, the Real Property
or Tangible Assets are damaged by fire, vandalism, acts of God or other
casualty or cause, Seller shall promptly (and in any event prior to the
Closing) give Purchaser written notice of any such damage, together with
Seller's good faith estimate of the cost of repair and restoration.  In the
event there is damage and destruction to any improvements constituting part
of the Real Property or the Tangible Assets and the cost of repair and
restoration of such improvements is estimated by Seller, in good faith, to be
less than ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00), the Closing
shall proceed as originally scheduled without diminution in the Purchase
Price and Seller shall assign to Purchaser any and all right, title and
interest Seller may have in insurance proceeds and the right to receive the
same with regard to such damage or destruction with a credit against the
Purchase Price for any deductible or self-insured amount under such policy. 
In the event the cost of repair and restoration of such damaged improvements
constituting such part of the Real Property or the Tangible Assets is
estimated by Seller, in good faith, to equal or exceed ONE HUNDRED THOUSAND
AND 00/100 DOLLARS ($100,000.00), Purchaser shall have the option, by written
notice to Seller within ten (10) days of written notice of such damage or
destruction from Seller, of (a) taking the Real Property as it then is
without abatement of the Purchase Price together with the insurance proceeds,
if any, or the right to receive the same and the right to any other claims
arising as a result of the damage, in which event the Closing shall proceed,
or (b) cancelling this Agreement and receiving a refund of the Deposit in
which event neither party shall have any further obligations hereunder.  If
Purchaser shall be obligated or shall elect to close this transaction
subsequent to any casualty damage as provided for in this Section 10.5,
Seller agrees to cooperate with Purchaser in any loss adjustment
negotiations, legal actions and agreements with the insurance company, and to
assign to Purchaser at Closing its right to such insurance proceeds and will
not settle any insurance claims or legal actions relating thereto without
Purchaser's prior written consent.

     10.6  INTERPRETATION PRESUMPTION.  This Agreement has been negotiated
by the parties hereto and by the respective attorneys for each party. The
parties represent and warrant to one another that each has, by counsel or
otherwise, actively participated in the finalization of this Agreement, and
in the event of a dispute concerning the interpretation of this Agreement,
each party hereby waives the doctrine that an ambiguity should be interpreted
against the party which has drafted the document.

     10.7  PARTIAL INVALIDITY.  If any term or provision of this Agreement
shall to any extent be held by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of this Agreement or the application
of such invalid term or provision to other Persons or circumstances shall not
be affected thereby.

     10.8  APPLICABLE LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.

     10.9  ENTIRE AGREEMENT.  This Agreement represents the entire agreement
between the parties hereto, and neither Seller nor Purchaser, nor any agent
representing either, has made any statement, promise or agreement, orally or
otherwise, in addition to or in conflict with the terms of this Agreement. 
Any representation or agreement made during the negotiations is hereby merged
into this Agreement and if not set forth herein, is hereby waived.

     10.10 REMEDIES.  Except as otherwise provided herein, the remedies set
forth herein in all instances are exclusive.

     10.11 CAPTIONS/HEADINGS.  The section captions of this Agreement have
been inserted only as a matter of convenience and for reference and in no way
define, limit or describe the scope or intent of this Agreement.  "Exhibit"
or "exhibits" means the specific exhibit or group of exhibits referred to
herein and attached hereto and made a part of this Agreement by the reference
thereto made.  The words "hereof," "herein" and words of like import refer to
this Agreement as a whole and not to the section or paragraph in which they
appear, unless the contrary is clearly indicated by the context.

     10.12 MODIFICATIONS.  This Agreement may be modified only by an
agreement in writing and signed by the party against whom  enforcement of any
waiver, change, modification or discharge is sought.

     10.13 RECORDING.  Other than the Memorandum of Agreement, neither
Seller nor Purchaser shall record this Agreement, nor any memorandum of its
terms.  The parties recognize that the recording of this Agreement or any
other memorandum of its terms by Purchaser (except for the Memorandum of
Agreement) shall constitute a default by Purchaser under this Agreement. 
Additionally, the recording of this Agreement or any memorandum (except for
the Memorandum of Agreement) of its terms may create a cloud on the title of
the Property and will cause irreparable harm to Seller, entitling Seller to
enforce its obligations by an action for specific performance and/or any
other right or remedy provided at law and/or in equity. Purchaser hereby
indemnifies and holds harmless Seller for any loss, cost or expense incurred
by Seller, including but not limited  to attorneys' fees and court costs
through all negotiations, trial and appellate levels resulting from
Purchaser's recordation of this Agreement or any memorandum of its terms
(except for the Memorandum of Agreement).  The provisions of this Section
shall survive any termination of this Agreement and Closing.

     10.14 ASSIGNMENT.

           (a)   Purchaser may not assign any of its rights and obligations
hereunder to any party, other than an entity assuming all obligations of
Purchaser hereunder and as to which Purchaser or its existing general partner
own fifty-one percent (51.0%) or more of the equitable ownership interests,
without the prior written consent of Seller and if Purchaser does so, Seller
will not be bound to honor any rights under this Agreement of a successor to
Purchaser or assignee of Purchaser, although any assignment by Purchaser
without Seller's prior written consent or any merger or consolidation of
Purchaser with another entity, shall cause Purchaser's assignee or successor
to be liable hereunder together with Purchaser.  Purchaser and RHI shall
remain primary obligors of the indemnification obligations of Purchaser set
forth under this Agreement in the event of any assignment. 

           (b)   Seller shall have the right to assign this Agreement and
any or all of its rights hereunder; (i) to any entity (or its Affiliates) to
whom the right to the tradename and trademarks "Arvida" have been assigned
and (ii) as to the rights set forth in Section 6.3(b), to any successor
developer of Arvida or its permitted assignee.  Such assignee shall be
entitled to all the rights and powers of and limitations on claims and
remedies against Seller as its successor hereunder, but without releasing
Seller to the extent of its liability under Section 10.2(e) above. Seller
shall not otherwise assign its rights under this Agreement.

     10.15 SUCCESSORS AND ASSIGNS.  This Agreement is binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.

     10.16 TIME OF ESSENCE.  Time is of the essence of this Agreement.  If
the day for performance of any obligation under this Agreement falls on a
Saturday, Sunday or recognized holiday, the time for such performance shall
be extended to the next business day.

     10.17 NO PUBLICATION OR DISCLOSURE.  Each party hereto covenants and
agrees that it shall not make or cause or permit to  be made prior to
Closing, any public announcement of the transaction hereby contemplated or
any terms hereof or, after Closing, any public announcement of the
transaction hereby contemplated which discloses the financial terms hereof,
without the prior written consent of the other party hereto; provided,
however, that nothing herein shall prevent the limited disclosure or use by
either party of this Agreement or any of the terms hereof that is (i) made in
one or more reports prepared to be sent to investors by either party hereto
or their Affiliates, (ii) required by law to be disclosed to governmental
agencies in connection with (a) the approval or reporting of the transaction
contemplated herein,  (b) financial or tax reporting requirements, or (c) any
administrative, legislative or judicial proceeding or pursuant to any decree
or judgment of any administrative agency or tribunal or any court of
competent jurisdiction, or (iii) already known by the Persons to whom such
disclosure or publication is made by such party.  Any breach of this covenant
not to disclose shall, at the election of the party not giving such consent
to disclosure, constitute a material default by the party making such
disclosure under this Agreement.  This Section 10.17 shall survive
termination of this Agreement and Closing.

     10.18 TIME FOR ACCEPTANCE.  Until executed by both Purchaser and Seller
this Agreement shall be deemed an offer to purchase the Property in
accordance with the terms and provisions herein contained. If this Agreement
is not executed by and delivered to all parties or on or before October 3,
1997, this offer to purchase shall be withdrawn.
   
   COUNTERPARTS.  This Agreement and any amendments may be executed
in one or more counterparts, each of which shall be deemed an original and
all of which together will constitute one and the same instrument.

     10.20 NO THIRD PARTY BENEFICIARIES.  This Agreement is for the sole
benefit of the parties hereto, their respective successors and permitted
assigns, and no other party or entity shall be entitled to rely upon or
receive any benefit from this Agreement or to constitute a third party
beneficiary hereunder.

     10.21 RADON DISCLOSURE.  Under the laws of the State of Florida, Seller
is required to provide the following notice to Purchaser:

     RADON GAS:  Radon is a naturally occurring radioactive gas that,
when it has accumulated in a building in sufficient quantities, may present
health risks to persons who are exposed to it over time.  Levels of radon
that exceed federal and state guidelines have been found in buildings in
Florida.  Additional information regarding radon and radon testing may be
obtained from your county public health unit.

     Seller does not conduct radon testing with respect to the Property
being sold to the Purchaser.  Further, Seller disclaims any and all
representations and warranties as to the absence of radon gas or radon gas
producing conditions within the Property.

     10.22 NOTICE TO THIRD PARTY PURCHASERS.  In that certain of the
obligations of Purchaser and RHI as contained in this Agreement will not be
made a matter of public record under the Memorandum of Agreement referenced
in Section 6.10, Purchaser agrees that it will put third party purchasers,
lessees or managers of the Property on notice of this Agreement and the
obligations of Purchaser contained herein by providing written copies of this
Agreement to such parties prior to consummation of any transactions
pertaining to the Property with such parties.  RHI shall provide written
notice of its obligations under this Agreement to any third party purchaser,
lessee, manager or franchisor of the Marriott by providing written copies of
this Agreement to such parties prior to consummation of any transactions
pertaining to the Marriott with such parties.  Purchaser and RHI acknowledge
and agree that Seller or its permitted Assignees may provide notice of this
Agreement to such parties if Purchaser or RHI shall fail to do so.

     10.23 JOINDER AND CONSENT.  RHI joins and consents in this Agreement
for the purpose of evidencing its agreement to the terms and provisions of
Sections 6.2, 6.3, 6.6, 6.12, the indemnity provisions contained in the final
sentence of 6.15, 6.18, 7.1, 10.1, 10.2(c), 10.2(d), 10.6-10.13, 10.14(a),
10.15-10.20, and 10.22 hereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date and year first written above.



Signed, sealed and delivered
in the presence of:          SELLER:

_____________________________ARVIDA/JMB PARTNERS, a Florida
                                 general partnership

_____________________________By: ARVIDA/JMB MANAGERS, INC., 
                                       a Delaware
                                       corporation

                                       By:   _________________________
                                             _________________________
                                             (Print or Type Name)

                                       Its:  _________________________
                                             (Title)




<PAGE>



                                 PURCHASER:

                                 PV RESORT, INC., a Delaware corporation


______________________________   By:   _________________________
______________________________         (Print or Type Name)

                                       Its:  _________________________
                                             (Title)

                                 RESORT HOLDINGS I, LTD., a limited
partnership

_________________________   By:  _________________________
_________________________        its General Partner


                                       By:   ___________________
                                             (Print or Type Name) 
                                       its:  ___________________
                                             (Title)



                                 ESCROW AGENT:

                                 BRANT, MOORE, MACDONALD & WELLS


_________________________        By:   _________________________
______________________________         (Print Name)
                                 Its:  ________________________
                                       (Title)






<PAGE>


                               EXHIBIT A

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)

                           Membership Roster






<PAGE>


                               EXHIBIT B

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)

                           Legal Description

PARCEL 1

A PART OF SECTION 27, AND A PART OF THE PHILLIP SOLANA GRANT, SECTION 43,
TOWNSHIP 3 SOUTH, RANGE 29 EAST, ST. JOHNS COUNTY, FLORIDA MORE PARTICULARLY
DESCRIBED AS FOLLOWS:  FOR A POINT OF REFERENCE COMMENCE AT THE INTERSECTION
OF THE NORTHERLY LINE OF SAID SOLANA GRANT, WITH THE EASTERLY RIGHT OF WAY
LINE OF PONTE VEDRA BOULEVARD (STATE ROAD 203, A 66 FOOT RIGHT OF WAY AS NOW
ESTABLISHED); THENCE S. 13  Degree 30'16"E., ALONG SAID EASTERLY RIGHT OF WAY
LINE, A DISTANCE OF 111.20 FEET TO THE POINT OF BEGINNING; THENCE S.13 Degree
30'16"E., CONTINUING ALONG SAID RIGHT OF WAY LINE, A DISTANCE OF 300.00 FEET;
THENCE N.76 Degree 29'44"E. A DISTANCE OF 255 FEET MORE OR LESS TO THE MEAN
HIGH WATER LINE OF THE ATLANTIC OCEAN; THENCE NORTHERLY ALONG SAID MEAN HIGH
WATER LINE OF THE ATLANTIC OCEAN, AS IT MEANDERS, A DISTANCE OF 300 FEET MORE
OR LESS TO A POINT THAT BEARS N.76 Degree 29'44"E. FROM THE POINT OF
BEGINNING; THENCE S.76 Degree 29'44"W. A DISTANCE OF 256.8 FEET MORE OR LESS
TO THE POINT OF BEGINNING.


TOGETHER WITH

PARCEL 2

A PORTION OF THE SOLANA GRANT, SECTION 43, TOWNSHIP 3 SOUTH, RANGE 29 EAST,
ST. JOHNS COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: 
COMMENCE AT THE INTERSECTION OF THE NORTHERLY LINE OF SAID SECTION 43, WITH
THE WESTERLY RIGHT-OF-WAY LINE OF PONTE VEDRA BOULEVARD (STATE ROAD NO. 203);
THENCE SOUTH 13 Degree 58'20" EAST ALONG SAID WESTERLY RIGHT-OF-WAY LINE
194.12 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 13 Degree 58'20"
EAST ALONG SAID RIGHT-OF-WAY LINE 415.32 FEET; THENCE SOUTH 76 Degree 01'40"
WEST, 208.00 FEET; THENCE NORTH 13 Degree 58'20" WEST, 53.00 FEET; THENCE
NORTH 76 Degree 01'40" EAST, 14.00 FEET; THENCE NORTH 13 Degree 58'20" WEST,
179.62 FEET; THENCE NORTH 43 Degree 46'58" EAST, 21.01 FEET; THENCE NORTH 46
Degree 13'02" WEST, 12.00 FEET; THENCE NORTH 43 Degree 46'58" EAST, 64.00
FEET; THENCE SOUTH 46 Degree 13'02" EAST, 16.50 FEET; THENCE NORTH 44 Degree
46'26" EAST, 50.15 FEET; THENCE NORTH 05 Degree 44'17" EAST, 121.78 FEET;
THENCE NORTH 76 Degree 01'40" EAST, 35.00 FEET TO THE POINT OF BEGINNING.


TOGETHER WITH

RIGHTS AND INTERESTS IN AND TO GRANT OF EASEMENT RECORDED IN OFFICIAL RECORDS
BOOK 870, PAGE 1132 OF THE PUBLIC RECORDS OF ST. JOHNS COUNTY, FLORIDA.

TOGETHER WITH

RIGHTS AND INTERESTS IN AND TO RECIPROCAL EASEMENT AGREEMENT RECORDED IN
OFFICIAL RECORDS BOOK 795, AT PAGE 172 OF THE PUBLIC RECORDS OF ST. JOHNS
COUNTY, FLORIDA.

TOGETHER WITH

EASEMENT RIGHTS RESERVED IN SPECIAL WARRANTY DEED RECORDED IN OFFICIAL
RECORDS BOOK 600, PAGE 432 OF THE PUBLIC RECORDS OF ST. JOHNS COUNTY,
FLORIDA.






<PAGE>


                               EXHIBIT C

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


                     Membership Plan Requirements


     For purposes of this Exhibit C, Existing Members shall mean and refer
to those members identified on Exhibit A to the Agreement for Sale and
Purchase.  All other terms shall have the meaning set forth in the Agreement
for Sale and Purchase.

     1.    Access to and membership in the Cabana Club shall be made
available to all Existing Members on the same and no less favorable basis as
the highest category of membership made available in the Cabana Club from
time to time, to unrelated third parties in arms length transactions.

     2.    Existing Members shall not be required to pay additional
initiation fees or payments in the nature of initiation fees as a
prerequisite to continued membership.

     3.    The Club Facilities will include a swimming pool, dining
facilities, changing rooms and beach access.

     4.    Corporate membership will be retained pursuant to paragraph 6 of
the Rules and Regulations.

     5.    Access to the Club Facilities will continue to be made available
primarily through a private membership program, provided the Club may
continue to allow for reservation of the Club Facilities by Resort guests and
for group functions by nonmembers so long as such use does not unreasonably
interfere with use and enjoyment of the Club by members.

     6.    In the event Purchaser shall terminate memberships in the Club,
notwithstanding the provisions of these Membership Plan Requirements, it
hereby assumes all obligations as contained in paragraphs 13 and 22 of the
Membership Plan Documents and hereby agrees to hold harmless and indemnify
Seller from any liability arising out of, or in connection with such
membership "recall" or termination pursuant to the provisions of Section 6.3
of the Agreement for Sale and Purchase.






<PAGE>


                               EXHIBIT D

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


                         Operational Standards

     Purchaser will operate the club in a manner which reasonably
accommodates access by Members to a private membership club facility and
access by Resort Guests on an equal and nondiscriminatory basis.  Purchaser
will make all facilities generally available to both Members and Resort
Guests during normal business hours of the Club.  Certain components of the
facilities may be reserved for private functions or Resort Guest functions to
the exclusion of Members provided that Members may not be excluded entirely
from access to any individual component (i.e. dining, pool, outdoor bars,
beach access) of the Club Facilities, nor from access to the Club Facilities
as a whole, in excess of twenty-five (25) such functions in any annual
period.






<PAGE>


                               EXHIBIT E

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


                      List of Assumed Obligations


     1.    All obligations of Arvida/JMB Partners under the terms of the
Cabana Club Rules and Regulations as amended through January 1, 1997.

     2.    All obligations of the "developer" with respect to the Real
Property, Club or Club Facility under the terms of the DRI or PUD, applicable
zoning and variance granted by Ponte Vedra Board of Adjustment, as amended
from time to time.

     3.    All obligations of Arvida Corporation or Arvida/JMB Partners
under the terms of membership applications as to all members identified in
Exhibit A to the Agreement for Sale and Purchase.

     4.    All obligations of Fletcher Land Corporation, Arvida Corporation
or Arvida/JMB Partners under the following membership obligations generally
referred to as the "Outside Commitments":

           (a)   Amended and Restated Marketing Agreement dated January 19,
1988, between Fletcher Land Corporation, Seller, and M.L. Partnership.

           (b)   Cabana Club Use Agreement dated August 23, 1983, by Arvida
Corporation.

           (c)   Players Club South Agreement between Seller and PGA Tour,
Inc. dated February 23, 1989, as amended. (No rights of Seller to memberships
in the Tournament Players Club shall be transferred to Purchaser, but shall
be retained as the exclusive right of Seller.)

           (d)   Inventory Marketing Agreement dated May 2, 1980, between
Arvida Corporation and Fletcher Land Corporation.

           (e)   Settlement Agreement dated February 28, 1980, between
Fletcher Properties, Inc., Fletcher Land Corporation and Guardian Mortgage
Investors, and Letter Agreement dated July 31, 1980, and April 13, 1984.

           (f)   Agreement dated December 5, 1977, between Sarel Investors
Florida, Inc. and Fletcher Land Corporation.

           (g)   Lot/Unit/Builder Contracts [to include specific paragraphs
as Exhibit E-1]
                 
                     (i)         Lakeside
                    (ii)         Cypress Creek Phase I
                   (iii)         Cypress Creek Phase II
                    (iv)         Cypress Creek Phase III and Phase IV
                     (v)         Water Oak
                    (vi)         Turtleback Crossing Phase One
                   (vii)         The Arbor at Marsh Landing
                  (viii)         Innlet Beach, Units One and Five
                                 (Part V of the Property Report) and 
                                 Innlet Beach, Units Two, 
                                 Three and Four
                                 (Part V of the Property Report)
                    (ix)         Salt Creek Phases I, II, III
                     (x)         Salt Creek Island
                    (xi)         Salt Creek Point
                   (xii)         Cypress Bridge
                  (xiii)         Bridgewater
                   (xiv)         North Cove
                    (xv)         Water's Edge
                   (xvi)         Sawgrass Island
                  (xvii)         Sawgrass Pointe
                 (xviii)         Players Club Villas
                   (xix)         Jacksonville Golf & Country Club
                    (xx)         Sawmill Lakes

           (h)   Agreement for Sale and Purchase (Players Club/Harbour
Development Company) dated December 15, 1986 between Arvida Corporation and
Harbour Development Company.

           (i)   Rental Access (letters dated October 16, 1984 and October
17, 1984 from Arvida Realty Sales, Inc., to Long Term Rental Program Owners).

           (j)   Park Place (unnumbered paragraph in sales literature and
membership commitment).

           (k)   Sawgrass Village (letter dated February 27, 1984, from John
C. Yelverton to Mrs. Joyce Mixson).

           (l)   Frank J. Kelly, III (first paragraph of letter dated June
23, 1982 from Peter S. Rummell to F.J. Kelly, III), (paragraph 3 of letter
dated March 23, 1982 from Frank J. Kelly, III to Peter S. Rummell), second
full paragraph on page 2 of letter dated January 22, 1982 from Frank J.
Kelly, III to Peter S. Rummell), (letter dated May 4, 1981 from Land
Corporation of America, Inc. to Peter S. Rummell), (paragraph 45 of Extension
and Modification Agreement dated September 24, 1973 between Land Corporation
of America, Inc., Fletcher Properties, Inc., and Fletcher Land Corporation),
(first paragraph of Agreement as to Use of Recreational Facilities dated
September 20, 1983 by Fletcher Properties, Inc. and Fletcher Land
Corporation), (lines 5 through 9 of the fourth full paragraph of page 5 of
Deposit Receipt dated July 11, 1972 between J.S. Development Corporation and
LCA Development Corporation), and (paragraph 5 of Agreement Surviving Closing
of Sale dated September 1, 1972 between LCA Development Corporation and J.S.
Development Corporation).

     5.    All obligations of Arvida/JMB Partners under the following
service contracts and agreements:

           (a)   Landscape Maintenance Agreement with Anthony M. Constantino
dated September 4, 1996.

           (b)   Equipment Service Agreement with AT&T dated May 16, 1996.

           (c)   Sound Equipment Service Agreement with Florida Sound
Engineering Company dated June 1, 1995.

           (d)   System Installation Agreement with Western Natural Gas Co.
dated January 31, 1995.

           (e)   Hardware Purchase/Software License Agreement between
Country Club Systems, Inc. and Arvida JMB/Partners for Cabana Club dated
April 21, 1992.

     6.    All obligations as the owner of the Real Property, the Club and
Club Facilities under those title matters affecting the Real Property as set
forth in the Title Policy.

     7.    All obligations of Seller under those reservation contracts as
described on Exhibit E-2 attached hereto, and such additional reservation
contracts as may be entered into by Seller in the ordinary course of business
up to and including the Closing Date.





<PAGE>


                              EXHIBIT E-1

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


                      Lot/Unit/Builder Contracts
                          Paragraphs Assumed






<PAGE>


                              EXHIBIT E-2

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


           List of Seller's Reservation Contract Obligations






<PAGE>


                               EXHIBIT F

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


                           License Agreement






<PAGE>


                               EXHIBIT G

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


                    List of Purchaser's Litigation




                                 NONE






<PAGE>


                               EXHIBIT H

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


                      List of Seller's Litigation




                                 NONE.






<PAGE>


                               EXHIBIT I

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


                 Bill of Sale for All Tangible Assets






<PAGE>


                               EXHIBIT J

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


           Assignment of Licenses and Permits and Warranties






<PAGE>


                               EXHIBIT K

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


           Assignment and Assumption of Assumed Obligations






<PAGE>


                               EXHIBIT L

                                  TO

             AGREEMENT FOR SALE AND PURCHASE (CABANA CLUB)


                            Tangible Assets