EXHIBIT 4.6
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FIRST UNION NATIONAL BANK
FL6001
Commercial Real Estate
200 East Broward Boulevard, 9th Floor
Fort Lauderdale, FL  33301


                                                   November 21, 2001

Arvida/JMB Partners, L.P.
7900 Glades Road
Boca Raton, FL 33434

Attention:  Mr. Mark Lassman

RE:       Renewal of Existing Revolving Line of Credit Loan

Dear Mark:

     First Union National Bank ("Lender") has considered your request for
financing and is pleased to inform you that Lender has agreed (the
"Commitment") to renew the existing Revolving Line of Credit Loan (the
"Loan"), upon the terms and subject to the conditions hereinafter set
forth.


Borrower:        Borrower shall be Arvida/JMB Partners, L.P., a Delaware
                 limited partnership ("Borrower").

Loan Amount:     The amount of the Loan shall be $20,000,000 on a
                 revolving basis; provided, however, that in no event
                 shall the maximum principal amount outstanding at any
                 time exceed 50% of the appraised value of the then
                 existing collateral.

Status of
Existing Loan:   Borrower executed in favor of Lender that certain
                 $20,000,000 Consolidated and Restated Line of Credit
                 Promissory Note effective September 1, 1998 ("Existing
                 Revolving Note") and secured by, among other security,
                 that certain Mortgage and Security Agreement ("Mortgage")
                 recorded in Official Records Book 26802. Page 888 of the
                 Public Records of Broward County, Florida.  As of the
                 date hereof, the Mortgage encumbers the balance of the
                 Weston PUD owned by Borrower located in the City of
                 Weston, Broward County, Florida ("Project"). The Existing
                 Revolving Note was bifurcated into two promissory notes
                 pursuant to a Bifurcation of Note Agreement effective
                 September 1, 1998, one note being a $12,320,000 Line of
                 Credit Promissory Note in favor of Lender ($12,320,000
                 "Bifurcated Note") and one note being a $7,680,000
                 Promissory Note in favor of Lender ($7,680,000 Bifurcated
                 Note"). The $7,680,000 Bifurcated Note was assigned by
                 Lender to Bank United and then simultaneously renewed by
                 that certain Renewal Line of Credit Promissory Note
                 effective September 1, 1998 in favor of Bank United
                 ("Renewal Note").  It shall be a condition of the closing
                 of the Loan ("Closing") that Bank United (or its
                 successor) assign the Renewal Note to Lender so at
                 Closing the Renewal Note and the $12,320,000 Bifurcated
                 Note shall be consolidated into a consolidated Renewal
                 Line of Credit Promissory Note in the original principal
                 sum of $20,000,000 to be executed by Borrower in favor of
                 Lender ("Consolidated Renewal Line of Credit Note").


Purpose of
Renewal:         To renew and extend the Loan to provide funding to
                 Borrower for working capital, advances to limited
                 partners of Borrower and to advance funds to Lender in
                 the event Lender shall make any payments under any new
                 letters of credit issued by Lender to third parties for
                 the benefit of Borrower or under various existing Letters
                 of Credit issued to third parties for the benefit of
                 Borrower having a face amount in the approximate total of
                 $893,000 ("Letters of Credit").  The previously issued
                 Letters of Credit were issued by Lender under a Letter of
                 Credit facility which shall be canceled as of Closing.
                 Proceeds of the Loan shall continue to be disbursed
                 pursuant to the




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Arvida/JMB Partners, L.P.
November 21, 2001
Page 2


                 terms of that certain Credit Agreement dated July 31,
                 1997 as amended by an Amendment to Credit Agreement
                 effective September 1, 1998, as amended by a Second
                 Amendment to Credit Agreement to be executed by Borrower
                 and Lender at Closing (collectively "Credit Agreement").

Term:            The maturity date of the Loan shall be September 30, 2002
                 (the "Maturity Date"). Upon repayment to Lender of all
                 outstanding principal and accrued interest, the Mortgage
                 shall not be satisfied unless any issued Letters of
                 Credit are cash secured.

Loan
Interest Rate:   At Closing, Borrower shall execute in favor of Lender the
                 Consolidated Renewal Line of Credit Promissory Note
                 secured by the Mortgage. The Consolidated Renewal Line of
                 Credit Promissory Note shall bear interest on the entire
                 disbursed and unpaid principal balance from time to time
                 outstanding at a rate equal to 1 month LIBOR plus 1.75%
                 per annum ("LIBOR-Based Rate") as determined by Lender
                 prior to the commencement of each "Interest Period" (as
                 hereinafter defined). Interest shall be computed on the
                 outstanding principal balance for the actual number of
                 days which have elapsed from the date of each advance,
                 calculated on the basis of a three hundred sixty (360)
                 day year and shall be payable in arrears. The LIBOR-Based
                 Rate shall remain in effect, subject to the provisions
                 hereof, from and including the first day of the Interest
                 Period to and excluding the last day of the Interest
                 Period for which it is determined.

                 "LIBOR" means, with respect to each day during each
                 Interest Period, the rate for U.S. dollar deposits of
                 that many months maturity as reported on Telerate page
                 3750 as of 11:00 a.m., London time, on the second London
                 business day before the relevant Interest Period begins
                 (or if not so reported, then as determined by Lender from
                 another recognized source or interbank quotation).

                 "Interest Period" means, initially, the period commencing
                 on the date of Closing and ending on the first "Payment
                 Date" (as hereinafter defined), and thereafter, each
                 period commencing on the last day of the immediately
                 preceding Interest Period and ending on the next Payment
                 Date, (i) any Interest Period that would otherwise end on
                 a day which is not a New York business day shall be
                 extended to the next New York business day, unless such
                 extension would carry such Interest Period into the next
                 month, in which event such Interest Period shall end on
                 the preceding New York business day; (ii) any Interest
                 Period that ends in a month for which there is no day
                 which numerically corresponds to the Payment Date shall
                 end on the last New York business day of such month; and
                 (iii) any Interest Period that would otherwise extend
                 past the Maturity Date shall end on the Maturity Date.

                 Borrower may borrow, repay and reborrow the Loan proceeds
                 (subject to compliance with the terms of the Credit
                 Agreement) provided that the outstanding principal
                 balance shall not exceed $20,000,000 at any one time. At
                 Closing, Borrower shall reaffirm that as of such date it
                 has no claims, off-sets or defenses against repayment of
                 the existing indebtedness.

Repayment:       Interest only on the outstanding principal balance of the
                 Loan shall be due and payable by Borrower to Lender
                 monthly commencing on the third day of the first calendar
                 month following the Closing and continuing on the third
                 day of each succeeding month thereafter until the
                 Maturity Date.  Upon the Maturity Date, the entire
                 unpaid principal balance of the Consolidated  Renewal
                 Line of Credit Promissory Note, together with accrued
                 interest, shall be paid by Borrower to Lender.  To the
                 extent Lender agrees to release any portion of the
                 collateral securing the Loan,


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Arvida/JMB Partners, L.P.
November 21, 2001
Page 3


                 any release prices paid by Borrower (as determined by
                 Lender) shall be applied by Lender to outstanding
                 principal, accrued interest and expenses to be reimbursed
                 by Borrower in such order as Lender may determine in its
                 sole discretion.
Loan
Commitment Fee;
Non-Usage Fee:   Borrower will pay to Lender a nonrefundable commitment
                 fee in an amount equal to $50,000 (the "Commitment Fee").
                 The Commitment Fee shall be considered earned upon
                 acceptance of this Commitment Letter and will be paid to
                 Lender by Borrower as follows:  (i) $25,000 at the time
                 of execution by Borrower of this Commitment Letter, and
                 (ii) $25,000 at Closing.  Borrower hereby acknowledges
                 that the Commitment Fee is a liquidated damages amount
                 and is reasonable compensation to Lender for expenses,
                 work and services arising from the negotiation and
                 preparation of this Commitment Letter and preparing the
                 Loan for Closing, as well as loss of other investment
                 opportunities by reason of allocating the amount of the
                 Loan for the commitment period. As to any new Letters of
                 Credit (or renewals of previously issued Letters of
                 Credit), Borrower shall pay to Lender 1% of the face
                 amount of such Letters of Credit. Borrower will pay to
                 Lender a non-usage fee of 1/16 of 1% on the unused
                 availability under the Loan on a quarterly basis in
                 arrears.

Optional Hedge:  Borrower will be offered an opportunity to hedge the
                 Loan's floating interest expense by entering into an
                 interest rate swap (the "Swap") with Lender (or other
                 counterpart acceptable to Lender) on or after the
                 Closing, pursuant to which Borrower shall receive the
                 amount necessary to pay the interest expense due under
                 the Loan (exclusive of default interest or other
                 adjustments provided for in the Loan documents) and shall
                 pay the amount that would be equal to the interest that
                 would accrue on the Loan at a fixed rate. In the event
                 Borrower chooses to obtain the Swap from Lender, then
                 Borrower shall be required to execute documentation as
                 deemed necessary by Lender to document the Swap, all in
                 form provided by Lender, including the ISDA Master
                 Agreement. Lender's Mortgage shall not be satisfied of
                 record while Borrower's obligations under the ISDA Master
                 Agreement remain unsatisfied. In the event Borrower
                 chooses to obtain the Swap from Lender, the Mortgage and
                 all other security documents executed by Borrower
                 securing the Renewal Line of Credit Promissory Note shall
                 also secure Borrower's obligation under the ISDA Master
                 Agreement.  Additionally, Borrower's attorney shall
                 furnish an opinion of counsel relating to such documents
                 in substantially the same form provided by Lender or
                 alternatively shall provide appropriate corporate
                 resolutions.

Prepayment:      The Consolidated Renewal Line of Credit Promissory Note
                 may be prepaid in whole or in part at any time, and from
                 time to time. Any prepayment shall include accrued and
                 unpaid interest to the date of prepayment on the
                 principal amount prepaid and all other sums due and
                 payable under the Consolidated Renewal Line of Credit
                 Promissory Note. Any prepayment, however, shall not
                 affect Borrower's obligations under the Swap, if any.

Default Interest;
Late Charge:     From and after the Maturity Date or during the
                 continuation of any default, the Consolidated Renewal
                 Line of Credit Promissory Note shall, at Lender's option,
                 bear interest at a rate equal to the greater of:
                 interest under the Consolidated Renewal Line of Credit
                 Promissory Note plus five percent (5%) per annum, or
                 24.99% per annum, but not greater than the maximum
                 non-usurious rate permitted by law ("Default Interest
                 Rate").  In addition, if any payment of interest or
                 principal is not received by Lender within fifteen (15)
                 days after the due date, a late charge of five percent
                 (5%) of such overdue amount shall, at Lender's option, be
                 due and payable


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Arvida/JMB Partners, L.P.
November 21, 2001
Page 4


                 by Borrower. To the extent that Borrower becomes
                 obligated to pay interest at the Default Interest Rate
                 due to a payment default, then any corresponding late
                 charges collected by Lender as a result of such payment
                 default shall be applied toward Borrower's payment of
                 interest at the Default Interest Rate.

Additional
Financing:       No secondary financing secured in whole or in part by any
                 collateral held by Lender securing the Loan shall be
                 permitted.

Covenants:       In addition to such affirmative and negative covenants as
                 are typically required by Lender, the Loan Documents will
                 contain the following additional covenants:

                 (a)  Deposit Accounts.  Borrower shall maintain its
                 primary operating accounts at Lender.

                 (b)  Limitations on Borrower.  During the term of the
                 Loan, Borrower shall not acquire additional real property
                 nor shall Borrower incur additional secured or unsecured
                 liabilities.  There shall be no changes in the
                 management of Borrower or the composition of its general
                 partner or the ownership thereof without the written
                 approval of Lender. There shall be no material changes to
                 Borrower's Partnership Agreement without the written
                 approval of Lender.

Financial
Covenants:       Borrower shall maintain the following financial covenants
                 ("Financial Covenants"), compliance of which shall be
                 determined on the basis of the "Financial Statements" and
                 other information to be provided to Lender by Borrower as
                 described in Section 6.1 of the Credit Agreement.  Review
                 of the Financial Covenants shall be completed within 60
                 days of fiscal year end and/or quarter end subject to
                 Lender's receipt of quarterly financials from Borrower on
                 a timely basis.

                 (a)  Minimum Unencumbered Liquidity.  As of the end of
                 each fiscal quarter effective with the fourth quarter of
                 2001, Borrower's Net Worth shall be equal to or in excess
                 of the "Minimum Net Worth." The term "Minimum Net Worth"
                 means as of December 31,2001, $50,000,000, and
                 thereafter, $20,000,000.

                 (b)  Maximum Debt Worth Ratio.  As of the end of each
                 fiscal quarter effective with the fourth quarter of 2001,
                 Borrower's "Debt/Worth Ratio" shall not exceed the
                 "Maximum Debt/Worth Ratio." The term "Debt/Worth Ratio"
                 means, as of the date of any quarterly determination
                 thereof, the ratio of Borrower's Total Liabilities to
                 Borrower's Net Worth. The term "Maximum Debt/Worth Ratio"
                 means as of the end of each fiscal quarter 1.0 to 1.0.

                 (c)  Minimum Debt Service Coverage.  As of the end of
                 each fiscal quarter effective with the fourth quarter of
                 2001. Borrower's Debt Service Coverage shall be equal to
                 or in excess of the "Minimum Debt Service Coverage
                 Ratio."  The term "Minimum Debt Service Coverage Ratio"
                 means 1.3 to 1.

                 (d)  Maximum Loan to Value Ratio.  As of the end of each
                 fiscal quarter effective with the fourth quarter of 2001,
                 the Loan to Value Ratio shall not exceed the Maximum Loan
                 to Value Ratio. Borrower shall furnish to Lender within
                 30 days of each fiscal quarter end Housing Reports
                 indicating homes closed during the previous fiscal
                 quarter and remaining homes in  inventory within the
                 Project.  The term "Maximum Loan to Value Ratio" means
                 fifty percent (50%). If as of any determination




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Arvida/JMB Partners, L.P.
November 21, 2001
Page 5


                 thereof, the Loan to Value Ratio shall exceed the Maximum
                 Loan to Value Ratio, then, within five (5) Business Days
                 following written notice thereof from Lender to Borrower,
                 Borrower shall either:  (i) pay to Lender, in reduction
                 of the outstanding principal amount under the Loan, an
                 amount sufficient to reduce the Loan to Value Ratio to
                 the applicable Maximum Loan to Value Ratio, as above
                 described, or (ii) deposit with Lender sufficient cash
                 collateral to reduce the Loan to Value Ratio to the
                 applicable Maximum Loan to Value Ratio; the Borrower's
                 failure to do so shall constitute an Event of Default
                 hereunder.  In the event outstandings under the Loan do
                 not otherwise cause the Loan to Value Ratio to exceed the
                 Maximum Loan to Value Ratio, availability under the Loan
                 shall be reduced to reduce the Loan to Value Ratio to the
                 applicable Maximum Loan to Value Ratio.

Conditions
Precedent:       The provisions of this Commitment are subject to and
                 conditioned upon Lender's receipt of the following, in
                 each instance in form and substance satisfactory to
                 Lender:

                 (a)  Title Insurance.  Prior to Closing, Lender requires
                 receipt of a commitment to issue an endorsement to
                 Lender's Title Insurance Policy 82-03-021373 issued by
                 Lawyers Title Insurance Corporation. There are to be no
                 new exceptions (including no survey exception) other than
                 current year's taxes not yet due and payable, and those
                 approved by Lender in its sole discretion. No later than
                 thirty (30) days after Closing, the Endorsement is to be
                 submitted to Lender.

                 (b)  Insurance.  If specifically requested by Lender,
                 Borrower shall furnish to Lender current evidence of
                 insurance in the form and content otherwise required in
                 the Credit Agreement.

                 (c)  Flood Zone Certification. If the Project is located
                 within an area that has been identified as a "special
                 flood hazard area" as that term is used in the National
                 Flood Insurance Reform Act of 1994 flood insurance shall
                 be required and if the Project is located in a community
                 that is participating in the National Flood Insurance
                 Program and, if damaged by flooding in a federally
                 declared disaster, federal relief assistance may be
                 available.

                 (d)  Organizational Documents.  If specifically
                 requested by Lender, copies of the organizational
                 documents of Borrower and its general partner as amended
                 to the Closing, including, without limitation, (i) any
                 trade or fictitious name filings, and (ii) the
                 partnership agreement and a current good standing
                 certificate of Borrower and its general partner.

                 (e)  Opinion of Counsel.  An opinion of Borrower's
                 independent counsel, who shall be reasonably satisfactory
                 to Lender, as to such matters as Lender may reasonably
                 request.

                 (f)  Governmental Permits.   All governmental approvals
                 issued in connection with the Project must be legally
                 valid and remain in full force and effect throughout the
                 term of the Loan.  In the event that any of such
                 approvals or permits is invalidated, rescinded or
                 suspended. Lender will not be obligated to close, or fund
                 the proceeds, of the Loan during the period that any
                 invalidation, rescission or suspension continues.

                 (g)  Other Documents. Such other documents, instruments
                 and certificates including, with-out limitation, proofs,
                 opinions and other assurances, as Lender or Lender's
                 Counsel may reasonably require.



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Arvida/JMB Partners, L.P.
November 21, 2001
Page 6


Loan Documents:  This Commitment is subject to the execution of Lender's
                 standard Loan Documents containing such representations,
                 warranties, affirmative and negative covenants,
                 indemnities, waivers, closing conditions, defaults,
                 events of default and remedies as are typically required
                 by Lender and/or are customary in this type of
                 transaction, including without limitation, waivers of
                 jury trial.  Borrower acknowledges that not every
                 provision imposing duties, burdens or limitations on
                 Borrower has been set forth in this Commitment Letter.
                 The failure of Borrower and Lender to reach agreement on
                 such provisions shall not be deemed a breach by Lender of
                 this Commitment.

Closing:         Closing of the Loan shall take place at the offices of
                 Lender's attorney on a date which shall be on or before
                 December 17, 2001. If the Loan is not closed by such date
                 (unless extended in writing by Lender), Lender shall have
                 no further obligations under this Commitment.

Costs:           On or before Closing, Borrower shall pay all costs,
                 expenses and fees (including, without limitation, any
                 appraisal, survey, title, insurance, environmental
                 assessment, tax service, engineering, inspections,
                 searches, recording and attorney's fees) associated with
                 this transaction, whether or not Closing occurs. Lender's
                 counsel fees shall generally be based on the time and
                 labor required, the novelty and difficulty of the
                 questions raised by the transaction contemplated
                 hereunder, the skill required to perform the services
                 hereinafter described, the customary fee charged for
                 similar services, and the time limitations imposed for
                 performance, together with disbursements such as
                 telephone charges, postage, facsimile and courier
                 charges, photocopying, recording or filing fees and other
                 such charges normally associated with loans of this type
                 and considered to be legal charges.  Legal charges do not
                 include costs normally paid to persons other than
                 Lender's Counsel, such as title insurance, surveys,
                 appraisals and environmental assessments.

                 Lender's counsel's legal fees for this transaction shall
                 be based on Lender's counsel's normal hourly time charges
                 for work performed.

Miscellaneous:   (a)  Assignment.  Neither this Commitment nor the Loan
                 proceeds are assignable by Borrower without the prior
                 written consent of Lender, and any purported or attempted
                 assignment without such consent shall be void and of no
                 force or effect.

                 (b)  Integration.  This Commitment contains the entire
                 understanding between Lender and Borrower, and supersedes
                 in its entirety any prior understandings, agreements and
                 correspondence between them respecting the subject matter
                 hereof.

                 (c)  Governing Law.  This Commitment and the
                 transactions described therein and herein will be
                 governed by and construed according to the laws of the
                 State of Florida, without reference to conflict of laws
                 principles.

                 (d)  Modification.  No change or modification of this
                 Commitment will be valid and binding unless acknowledged
                 and confirmed in writing by an authorized officer of
                 Lender.



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Arvida/JMB Partners, L.P.
November 21, 2001
Page 7


                 (e)  Brokers.  All brokerage commissions relating to the
                 Loan, if any, will be payable by Borrower. The acceptance
                 of this Commitment will constitute an undertaking on the
                 part of Borrower to indemnify, defend and hold Lender
                 harmless from and against any and all liability, loss,
                 cost or expense (including reasonable attorneys' fees)
                 resulting from any claim of a broker arising in
                 connection with the consummation of the Loan. Lender has
                 not dealt with any broker in connection with the delivery
                 of this Commitment to Borrower.

                 (f)  Time of the Essence.  With respect to the
                 performance of all obligations of Borrower under this
                 Commitment Letter, time is agreed to be of the essence.

                 (g)  Liability of Lender. By accepting or approving
                 anything required to be observed, performed or fulfilled
                 by Borrower or to be given to Lender pursuant to the
                 terms of this Commitment, including without limitation,
                 any certificate, financial statement, survey, receipt,
                 appraisal or insurance policy, Lender shall not be deemed
                 to have warranted or represented the sufficiency,
                 legality, effectiveness or legal effect of the same or of
                 any term, provision or condition thereof, and such
                 acceptance or approval thereof shall not be or constitute
                 any warranty or representation to any party with respect
                 thereto by Lender.

                 (h)  Waiver of Jury Trial.  To the extent permitted by
                 applicable law, Borrower and Lender knowingly,
                 voluntarily and irrevocably waive any right they may have
                 to trial by Jury in any action or proceeding between
                 Borrower and Lender in connection with or arising out of
                 this Commitment and the transactions related hereto.

                 (i)  Waiver of Rights of Lender.   Neither the failure
                 nor the delay by Lender to exercise any right, power or
                 privilege under this Commitment shall operate as a waiver
                 thereof, nor shall any single or partial exercise of any
                 such right, power or privilege preclude any other or
                 further exercise of any other right, power or privilege.

                 (j)  Termination of Commitment.  Lender shall have the
                 right to cancel its obligations under this Commitment, in
                 the event of: (a) loss or damage to the Project or any
                 other collateral securing the Loan due to fire or other
                 casualty; (b) a taking of all or any portion of the
                 Project by exercise of the power of eminent domain; (c) a
                 material adverse change in the financial condition,
                 operations or prospects of Borrower since that disclosed
                 in any previous financial statements submitted to Lender
                 for the purpose of obtaining the commitment; (d) the
                 presence or likely presence of any hazardous substances
                 on or at the Project or any part thereof in amounts so as
                 to be in contravention of any applicable laws; or (e)
                 Lender withholding its approval of any item for which
                 Lender's approval  is required by the terms hereof.
                 Borrower shall immediately notify Lender of the
                 occurrence of any of the foregoing.  In the event Lender
                 terminates this Commitment, the portion of the Commitment
                 Fee paid by Borrower upon acceptance hereof shall be
                 refunded to Borrower, less any out-of-pocket expenses
                 incurred by Lender, including attorneys' fees and costs.

                 (k)  Venue.  Venue for any action arising out of this
                 Commitment or any matters related thereto, and for all
                 matters relating directly or indirectly to this Loan
                 transaction shall be in a court of competent jurisdiction
                 in Broward County, Florida.

Acceptance:      Please indicate your acceptance of this Commitment by
                 signing below and returning to the undersigned one
                 executed copy of this Commitment, together with a check
                 in the amount of $25,000 representing the portion of the
                 Commitment Fee now payable. This Commitment shall expire
                 and be void unless the acceptance is received by Lender
                 on or before November 30, 2001.



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Arvida/JMB Partners, L.P.
November 21, 2001
Page 8


     Thank you for allowing First Union to be of service. Please do not
hesitate to call me at (954) 467-5543 if I can be of further assistance.


                            Very truly yours,

                            FIRST UNION NATIONAL BANK


                            By:        /s/ Dana Hunter
                                       -----------------------
                            NAME:      Dana Hunter,
                                       Senior Vice President




AGREED TO AND ACCEPTED BY:

BORROWER:

ARVIDA/JMB PARTNERS, LP,
a Delaware limited partnership


By:  ARVIDA/JMB MANAGERS, INC.,
     a Delaware corporation, general partner


     /s/ Mark Lassman
     ----------------------------
     Print Name:  Mark D. Lassman



<PAGE>


NOTE:      THIS CONSOLIDATED AND RESTATED PROMISSORY NOTE IS A RENEWAL AND
           CONSOLIDATION OF: (i) THAT CERTAIN LINE OF CREDIT PROMISSORY
           NOTE DATED SEPTEMBER 1, 1998 IN FAVOR OF FIRST UNION NATIONAL
           BANK IN THE ORIGINAL PRINCIPAL SUM OF TWELVE MILLION THREE
           HUNDRED TWENTY THOUSAND DOLLARS ($12,320,000) ("$12,320,000
           Note") HAVING A PRESENT UNFUNDED AVAILABILITY OF $12,320,000, A
           COPY OF WHICH IS ATTACHED HERETO  AND MADE A PART HEREOF: AND
           (ii) THAT CERTAIN RENEWAL LINE OF CREDIT PROMISSORY NOTE DATED
           SEPTEMBER 1, 1998 IN FAVOR OF BANK UNITED IN THE ORIGINAL
           PRINCIPAL SUM OF SEVEN MILLION SIX HUNDRED EIGHTY THOUSAND
           DOLLARS ($7,680,000) ("$7,680,000 Note") HAVING A PRESENT
           UNFUNDED AVAILABILITY OF $7,680,000, A COPY OF WHICH IS
           ATTACHED HERETO AND MADE A PART HEREOF, THE $7,680,000 NOTE
           HAVING BEEN ASSIGNED BY WASHINGTON MUTUAL BANK, FA (SUCCESSOR
           BY MERGER TO BANK UNITED) TO FIRST UNION NATIONAL BANK BY
           ALLONGE DATED NOVEMBER 23, 2001, A COPY OF WHICH IS ATTACHED
           HERETO AND MADE A PART HEREOF.

           DOCUMENTARY STAMPS AND/OR INTANGIBLE TAXES IN THE AMOUNT
           REQUIRED BY LAW WERE PAID AT THE TIME OF THE RECORDING OF THAT
           CERTAIN MORTGAGE AND SECURITY AGREEMENT IN OFFICIAL RECORDS
           BOOK 26802, PAGE 888 OF THE PUBLIC RECORDS OF BROWARD COUNTY,
           FLORIDA. THE NOTES ARE BEING RENEWED, CONSOLIDATED AND RESTATED
           BASED ON THE PRESENT UNFUNDED AVAILABILITY WITHOUT ENLARGEMENT
           THEREOF.  NO ADDITIONAL DOCUMENTARY STAMPS ARE DUE AND NO
           INTANGIBLE TAXES ARE PRESENTLY DUE.


       CONSOLIDATED AND RESTATED LINE OF CREDIT PROMISSORY NOTE
       --------------------------------------------------------

     THIS CONSOLIDATED AND RESTATED LINE OF CREDIT PROMISSORY NOTE
("CONSOLIDATED AND RESTATED NOTE") executed by Arvida/JMB Partners, L.P., a
Delaware limited partnership, (the "Borrower"), having an office at 900
North Michigan Avenue, Chicago, Illinois 60611, in favor of First Union
National Bank ("Lender"), having an address of 200 East Broward Boulevard,
9th Floor, Fort Lauderdale, Florida 33301.


     1.    RENEWAL AND CONSOLIDATION.  The indebtedness evidenced by this
Consolidated and Restated Note renews and consolidates the aggregate
outstanding principal indebtedness and unfunded availability evidenced by
the following promissory notes all executed by Borrower (among other
parties):  (i) that certain Line of Credit Promissory Note dated
September 1, 1998 in the original principal amount of TWELVE MILLION THREE
HUNDRED TWENTY THOUSAND DOLLARS ($12,320,000) ("$12,320,000 Note") in favor
of First Union National Bank; and (ii) that certain Renewal Line of Credit
Promissory Note dated September 1, 1998 in the original principal amount of
SEVEN MILLION SIX HUNDRED EIGHTY THOUSAND DOLLARS ($7,680,000) ("$7,680,000
Note") in favor of Bank United. The $7,680,000 Note has been assigned to
Lender by the holder thereof thereby prior to the execution hereof. The
current principal balance outstanding under the $12,320,000 Note being
renewed and consolidated hereby is $0 (and the current unfunded
availability is $12,320,000) and the current principal balance outstanding
under the $7,680,000 Note being renewed and consolidated hereby is $0 (and
the current unfunded availability is $7,680,000).   This Consolidated and
Restated Line of Credit Note consolidates the $12,320,000 Note and the


<PAGE>


$7,680,000 Note and amends, replaces and supersedes same, without
enlargement thereof.  Accordingly, the total unfunded availability being
renewed and consolidated and evidenced by this Consolidated and Restated
Line of Credit Note is $20,000,000.   This Consolidated and Restated Line
of Credit Note is intended to consolidate a single consolidated maximum
indebtedness of $20,000,000 at any one time, to be repaid with interest as
hereinafter provided.

     2.    RESTATEMENT.  This Consolidated and Restated Line of Credit
Note restates the $12,320,000 Note and the $7,680,000 Note as follows, it
being the intention to restate and continue the obligations evidenced
thereunder as also consolidated hereby, without enlargement. It is the
intention of Lender and Borrower that while this Consolidated and Restated
Line of Credit Note consolidates, amends, replaces and supersedes the
$12,320,000 Note and the $7,680,000 Note, it is not in payment or
satisfaction of the $12,320,000 Note or the $7,680,000 Note, but rather is
the substitution of evidences of debt without any intent to extinguish the
old. Should there be any conflict between any of the terms of the
$12,320,000 Note or the $7,680,000 Note, and the terms of this Consolidated
and Restated Line of Credit Note, the terms of this Consolidated and
Restated Line of Credit Note shall control.  The $12,320,000 Note and the
$7,680,000 Note are attached hereto and shall only be negotiated with this
Consolidated and Restated Line of Credit Note. The $12,320,000 Note and the
$7,680,000 Note are consolidated, amended and renewed to read in their
entirety as follows:





                  THIS SPACE INTENTIONALLY LEFT BLANK


<PAGE>


THE TAX HAS BEEN PAID AND THE PROPER DOCUMENTARY STAMPS HAVE BEEN AFFIXED
TO THE MORTGAGE AND SECURITY AGREEMENT SECURING THIS PROMISSORY NOTE.
NON-RECURRING INTANGIBLE TAXES SHALL BE PAID AT THE TIME OF EACH ADVANCE,
ON SUCH ADVANCE.

                            LINE OF CREDIT

                            PROMISSORY NOTE
                            ---------------

$20,000,000                            Effective Date: August 1, 2001

     FOR VALUE RECEIVED, the undersigned, Arvida/JMB Partners, L.P., a
Delaware limited partnership, having an office at 900 N. Michigan Avenue,
Chicago, Illinois 60611 (hereinafter referred to as "Maker"), promises to
pay to the order of First Union National Bank, a national banking
association, its successors or assigns (the "Lender"), having an office at
200 East Broward Boulevard, 9th Floor, Fort Lauderdale, Florida 33301, the
principal sum of TWENTY MILLION DOLLARS ($20,000,000) as such sums may be
advanced hereunder from time to time ("Advances") pursuant to and in
accordance with the "Credit Agreement" (as hereinafter defined), together
with interest on the principal balance of this Note outstanding from time
to time, as same shall accrue thereon in accordance with the terms hereof,
but not to exceed the maximum non-usurious rate permitted by law.

1.   Definitions.  Capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Credit Agreement.  In
addition to capitalized terms defined elsewhere herein, the following
capitalized terms shall have the meanings ascribed to them as follows:

     1.1   "Business Banking Day" means a day that is not a Saturday, a
Sunday, or a day on which Lender is closed pursuant to authorization or
requirement of law.

     1.2   "Credit Agreement" means the Credit Agreement dated July 31,
1997, between various lenders (including Lender) and Borrower (among
others), as amended by Amendment to Credit Agreement having an effective
date of September 1, 1998 between various lenders (including Lender) and
Borrower (among others), and as amended as of even date herewith by a
Second Amendment to Credit Agreement between Lender and Borrower.

     1.3   "Default Rate" means the lesser of: (i) five percent (5%) above
the "LIBOR-Based Rate" (as hereinafter defined) and (ii) the maximum
non-usurious rate permitted under applicable law, provided the maximum
interest rate shall never be more then twenty-four and 99/100 percent
(24.99%).

     1.4   "Event of Default" has the meaning ascribed to such term in
the Credit Agreement.

     1.5   "Interest Period" means, initially, the period commencing on
the Effective Date hereof and ending on the first "Payment Date" (as
hereinafter defined), and thereafter, each period commencing on the last
day of the immediately preceding Interest Period and ending on


<PAGE>


the next Payment Date, (i) any Interest Period that would otherwise end on
a day which is not a New York business day shall be extended to the next
New York business day, unless such extension would carry such Interest
Period into the next month, in which event such Interest Period shall end
on the preceding New York business day; (ii) any Interest Period that ends
in a month for which there is no day which numerically corresponds to the
Payment Date shall end on the last New York business day of such month, and
(iii) any Interest Period that would otherwise extend past the "Maturity
Date" (as hereinafter defined) shall end on the Maturity Date.

     1.6   "LIBOR-Based Rate" means, relative to any Interest Period, a
rate of interest equal to 1 month LIBOR plus 1.75% per annum as determined
by Lender prior to the commencement of each Interest Period. Interest shall
be computed on the outstanding principal balance for the actual number of
days which have elapsed from the date of each Advance, calculated on the
basis of a three hundred sixty (360) day year and shall be payable in
arrears. The LIBOR-Based Rate shall remain in effect, subject to the
provisions hereof, from and including the first day of the Interest Period
to and excluding the last day of the Interest Period for which it is
determined.

     "LIBOR" means with respect to each day during each Interest Period,
the rate for U.S. dollar deposits of that many months maturity as reported
on Telerate page 3750 as of 11:00 a.m., London time, on the second London
business day before the relevant Interest Period begins (or if not so
reported, then as determined by Lender from another recognized source or
interbank quotation).

     1.7   "Loan Documents"  has the meaning described to  such term  in
the  Credit Agreement.

     1.8   "Maturity Date" means the earlier of: (i) September 30, 2002;
and (ii) any earlier date upon which the principal balance outstanding
hereunder, together with all interest accrued thereon,  shall become
immediately due and payable following an Event of Default, in accordance
with provisions of the Credit Agreement.

2.   Calculation of Interest Rate.

     2.1   Interest shall be calculated on the daily total outstanding
balance of all Advances evidenced by this Note at the LIBOR-Based Rate.

3.   Payment of Interest and Principal.

     3.1   Interest, calculated as above provided, shall be due and
payable by the Maker to Lender, subject to the provisions of Section 3.7
hereof, on the 3rd day of the first calendar month immediately following
the first Advance under this Note and continuing on the first day of each
month thereafter (each, a "Payment Date") until the Maturity Date.

     3.2   The total outstanding principal balance under this Note and all
accrued but unpaid interest shall be fully due and payable on the Maturity
Date.


<PAGE>


     3.3   All payments of principal and interest under this Note shall be
made in lawful money of the United States which shall be legal tender in
payment of all debts, public and private, at the time of payment.

     3.4   This Note may be prepaid in whole or in part at any time and
from time to time, without penalty or premium; however, that Maker shall
indemnify Lender against Lender's loss or expense in employing deposits as
a consequence of:  (i) of Maker's failure to make any payment when due
under this Note, or (ii) any prepayment of this Note on a date other than
the last day of the Interest Period ("Indemnified Loss or Expense").
Nothing herein shall be deemed to alter or affect any obligations that
Maker may have to Lender under any interest rate swap agreements.

     3.5   Prior to the Maturity Date, Maker may borrow, repay and
reborrow hereunder, in accordance with the terms of the Credit Agreement.

     3.6   All payments of principal and interest under this Note  shall
be made in immediately available funds by 11:00 a.m. (Ft. Lauderdale,
Florida time) on a Business Banking Day, to Lender at the office of Lender
at 200 East Broward Boulevard, 9th Floor, Fort Lauderdale, Florida 33301,
or at such other place as Lender may instruct.  Any payments of principal
or interest made after 11:00 a.m. (Ft. Lauderdale, Florida time) shall be
deemed to be payments made on the next following Business Banking Day, for
all purposes, hereof, including, without limitation, the accrual of
interest. Should any payment under this Note become due and payable on a
day other than a Business Banking Day, the maturity thereof shall be
extended to the next succeeding Business Banking Day, and, in the case of
any payment of principal, interest shall be payable thereon as calculated
pursuant hereto, for each Business Banking Day such principal is
outstanding (provided, however, any payment of principal received on any
Business Banking Day by 11:00 a.m. (Ft. Lauderdale, Florida time) shall not
be deemed to be outstanding on such Business Banking Day).

     3.7   Notwithstanding anything to the contrary set forth herein,
Lender shall provide Maker with written notice prior to the first Business
Banking Day of each month of the interest installment with respect to this
Note which is due and payable on such first Business Banking Day of such
month. With respect to each such monthly installment of interest, Lender
hereby grants to Maker a grace period for the payment of same, which shall
extend to the later of: (a) the fifteenth (15th) day of the month or (b) if
Maker shall not have received written notice of the monthly interest
installment from Lender prior to the first Business Banking Day of any
month and Maker shall have provided written notice to Lender, no later than
such first Business Banking Day of the month of such Lender's failure to
provide Maker with written notice of such interest installment, then, the
date fifteen (15) days from receipt by Maker of such written notice of the
monthly interest installment. If Lender shall not receive written notice
from Maker on or before the first Business Banking Day of a month, of
Lender's failure to provide written notice of an interest installment,
then, for all purposes of this Note, notwithstanding that Maker may later
request such written notice of such interest installment, such grace period
shall extend to no later than the fifteenth (15th) day of such month.



<PAGE>


     3.8   Any payment required to be paid by this Note, the Loan
Documents or the Credit Agreement, with the exception of interest and
principal, shall be due and payable no later than fifteen (15) days from
receipt by Maker from Lender of written notice of the required payment.

     3.9   Provided Lender has not exercised its right to accelerate this
Note as provided in this Note, the Credit Agreement or the other Loan
Documents: (a) in the event any payment of principal required under this
Note, either pursuant to the terms hereof or the terms of the Credit
Agreement, is not received by Lender by the fifteenth (15th) day following
the day on which such payment is due, Maker shall pay to Lender a late
charge of five percent (5%) of the payment not so received, the parties
agreeing that said charge is a fair and reasonable charge for the late
payment and shall not be deemed a penalty or as compounding interest, and
(b) in the event any scheduled payment of interest required under this Note
is not received by Lender by the later of(i) fifteen (15) days from receipt
by Maker of written notice of the monthly interest installment and (ii) the
fifteenth (15th) day of such month, Maker shall pay to Lender a late charge
of five percent (5%) of the payment not so received, the parties agreeing
that said charge is a fair and reasonable charge for the late payment and
shall not be deemed a penalty or as compounding interest.  Further, if any
payment required to be paid by this Note, the Credit Agreement or the other
Loan Documents, with the exception of interest and principal, is not paid
within fifteen (15) days from receipt by Maker from Lender of written
notice of the required payment. Maker shall pay to Lender a late charge of
five percent (5%) of the payment not so received, the parties agreeing that
said charge is a fair and reasonable charge for the late payment and shall
not be deemed a penalty or as compounding interest.

4.   Collateral Security.  This Note is issued pursuant to the Credit
Agreement.  This Note is secured by the Credit Agreement, the Security
Documents and the other Loan Documents. Reference is hereby made to the
Credit Agreement, the Security Documents and the other Loan Documents for a
description of Events of Default and rights of acceleration of the Maturity
Date upon the occurrence of an Event of Default. It is expressly agreed
that all of the covenants, conditions and agreements contained in the
Credit Agreement, the Security Documents and the other Loan Documents are
made a part of this Note.

5.   Events of Default.

     5.1   Upon the occurrence of an Event of Default, Lender may declare
the entire amount of this Note, including the principal balance then
outstanding thereunder, together with all interest accrued thereon, to be
immediately due and payable, without notice, (Maker hereby expressly waives
notice of such Event of Default), time being of the essence of this Note.
Any Event of Default under this Note shall be an Event of Default under all
other Loan Documents and an Event of Default under any other Loan Document
shall be an Event of Default under this Note.

     5.2   In the event Lender accelerates this Note as herein provided or
the full amount of outstanding principal and interest under this Note is
not fully repaid to Lender on or before the Maturity Date, then the entire
unpaid principal balance under this Note, together with all interest
accrued thereon, shall bear interest from the date of an Event of Default
or from the Maturity


<PAGE>


Date, respectively, at the Default Rate.  Any late charge paid by Maker
shall be applied to the interest charged at the Default Rate after
acceleration of this Note.

     5.3   The remedies of Lender, as provided herein, or in the Security
Documents, the other Loan Documents or Credit Agreement shall be cumulative
and concurrent and may be pursued singularly, successively or together, by
Lender in accordance with the terms of the Credit Agreement, and may be
exercised as often as the occasion therefor shall arise

6.   Usury.  Nothing herein contained, nor in any instrument or
transaction related hereto, shall be construed or so operate as to require
Maker, or any person liable for the payment of the Loan evidenced by this
Note to pay interest in an amount or at a rate greater than the highest
non-usurious rate permissible under applicable law as amended from time to
time. Should any interest or other charges paid by Maker, or any party
liable for the payment of the Loan evidenced by this Note, result in the
computation or earning of interest in excess of the highest non-usurious
rate permissible under applicable law, then any and all such excess shall
be and the same is hereby waived by Lender and all such excess shall be
paid by Lender to Maker or to any party liable for the payment of the Loan
evidenced by this Note, it being the intent of the parties hereto that
under no circumstances shall Maker or any party liable for the payment of
the Loan hereunder, be required to pay interest in excess of the highest
non-usurious rate permissible under applicable law as amended from time to
time. By operation of Section 687.12, Florida Statutes (1996), the interest
rate charged under this Note is authorized by Chapters 658, 665 and 687,
Florida Statutes (1996) and applicable Federal law.

7.   Waivers/Miscellaneous Matters.

     7.1   This Note is to be construed according to the applicable laws
of the State of Florida and the United States of America. Any action
brought upon the enforcement of this Note is hereby authorized to be
instituted and prosecuted in Broward County, Florida, or at the United
States District Court for the Southern District of Florida, at the election
of Lender, subject to and in accordance with the terms of the Credit
Agreement.

     7.2   This Note may not be changed orally, but only by an agreement
in writing, signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.

     7.3   Each maker, endorser and guarantor or any person, firm or
corporation becoming liable under this Note hereby consents to any
extension or renewal of this Note or any part thereof, without notice, and
agrees that it will remain liable under this Note during any extension or
renewal thereof, until the indebtedness evidenced hereby and thereby is
paid in full.

     7.4   Notwithstanding anything to the contrary herein or in the
Credit Agreement, the Security Documents or other Loan Documents (or any
instruments or certificates executed or delivered in connection therewith
at any time or times), neither any present or future constituent partner
(as hereinafter defined) in, or agent of Maker, nor any shareholder,
member, officer, manager, director, employee, trustee, beneficiary or agent
of any corporation or other entity that is or becomes a constituent partner
in Maker shall be personally liable, directly or indirectly (and


<PAGE>


the Lender shall not have any recourse against any property or assets of
any such constituent partner or other person or entity) under or in
connection with this Note, the Credit Agreement. The Security Documents,
the other Loan Documents, or any instruments securing or otherwise executed
in connection therewith, or any certificate delivered in connection
therewith, or any amendments or modifications to any of the foregoing made
at any time or times, heretofore or hereafter (such persons as described in
this sentence being herein collectively referred to as "Non-Recourse
Persons"), provided, however, Non-Recourse Persons shall not include any
Maker or any Subsidiary of a Maker that would otherwise be liable as a
general partner in Maker. The recourse of Lender and its successors and
assignees under or in connection with this Note, the Security Documents,
the Credit Agreement, the other Loan Documents, and such instruments and
certificates, and any such amendments or modifications, shall be limited to
the assets of Maker, and Lender and its successors and assignees waive and
do hereby waive any such personal liability against any such Non-Recourse
Persons. For the purposes of this Note, the Security Documents, the Credit
Agreement and each other Loan Document and any such instruments and
certificates and any such amendments or modifications, neither the negative
capital account of a constituent partner in Maker, nor any obligation of
any constituent partner in Maker to restore a negative capital account or
to advance or contribute capital to Maker or any other constituent partner
in Maker shall be deemed to be the property or the asset of Maker or any
such other constituent partner (and Lender and its successors or assignees
shall not have any right to collect, enforce or proceed against or with
respect to any such negative capital account or partner's obligation to
restore, advance or contribute).   As used in this section, the term
"constituent partner" means any direct partner in Maker, and any person or
entity that is a partner in any partnership that, directly or indirectly
through one or more other partnerships, is a partner in Maker.

     7.5   Time is of the essence hereof with regard to the performance
and observance of all of the terms, provisions and conditions hereof on the
part of Maker to be observed and/or performed.

     7.6   All sums received by Lender for application to this Note shall
be applied by Lender in the manner set forth in Section 2.8 of the Credit
Agreement.

     7.7   The Maker is strictly liable for and hereby agree to pay or
reimburse Lender for, and hold it harmless from and against all of its
reasonable third party costs and expenses incurred in connection with the
collection or enforcement of, or the preservation of any rights under, this
Note, the Credit Agreement or other Loan Documents, including, without
limitation, the reasonable fees and disbursements of counsel for Lender,
including attorneys' fees out of court, in trial, on appeal, in bankruptcy
proceedings or otherwise.  Maker shall pay all such amounts in accordance
with the terms of the Credit Agreement, and until repaid, such sums shall
bear interest at the Default Rate.

     7.8   All notices and like communications required or permitted to be
given pursuant to the provisions of this Note shall be given in accordance
with the notice provisions of Section 12 of the Second Amendment to Credit
Agreement of even date herewith.


<PAGE>


     7.9   As used herein, the terms "Maker" and "Lender" shall be deemed
to include their respective successors and assigns.

     7.10  In the event any one or more of the provisions of this Note
shall for any reasons be held to be invalid, illegal, or unenforceable, in
whole or in part or in any respect, or in the event one or more of the
provisions of this Note operates or would prospectively operate to
invalidate this Note then in any of those events, only such provision or
provisions shall be deemed null and void and shall not effect any other
provision of this Note.  The remaining provisions of this Note shall remain
operative and in full force and effect and in shall no way be affected,
prejudiced or disturbed thereby.   In the event any provisions of this Note

are inconsistent with any provisions of the Credit Agreement, the Security
Documents or other Loan Documents, or any other agreements or documents
executed in connection with this Note, this Note shall control.

     7.11  It is expressly understood and agreed that Lender shall never
be construed for any purposes, to be the partner, joint venturer, principal
or associate of Maker or any of them or any person or party claiming by,
through or under Maker or any of them in the conduct of their respective
businesses.

     7.12  The undersigned Maker and any endorsers, sureties, guarantors
and all others who are or may become liable for the payment hereof (a)
severally waive presentment for payment, demand, notice of demand, notice
of nonpayment or dishonor, protest and notice of protest of this Note and
all other notices in connection with the delivery, acceptance, performance
or enforcement of the payment of this Note, (b) expressly consent to all
extensions of time, renewals, postponements of time of payment of this Note
or other modifications from time to time prior to or after the Maturity
Date, without notice, consent or consideration to any of the foregoing, (c)
expressly agree to any substitution, exchange, addition or release of any
of the other Loan Documents or the addition or release of any party or
person primarily or secondarily liable hereon, (d) expressly agree that
Lender shall not be required first to institute any suit, or to exhaust
their remedies against Maker or any other person or party to become liable
hereunder or against the other Loan Documents in order to enforce the
payment of this Note, and (e) expressly agree that, notwithstanding the
occurrence of any of the foregoing, they shall be and remain, jointly and
severally, directly liable for all sums due under this Note and the other
Loan Documents subject to the terms and conditions hereof and thereof.

     7.13  Lender shall not be deemed, by any act of omission or
commission, to have waived any of its rights or remedies hereunder unless
such waiver is in writing given in accordance with the terms of the Credit
Agreement, and then only to the extent specifically set forth in the
writing. A waiver with reference to one event shall not be construed as
continuing or as a bar to or waiver of any right or remedy as to a
subsequent event.

     7.14  Failure to accelerate this Note after an Event of Default, or
the acceptance of a past due installment, shall not be construed as a
novation of the contract or a waiver of the right of Lender to thereafter
insist upon strict compliance with the terms of this Note without previous
notice of such intention being given to the Makers.



<PAGE>


     7.15  The section headings of this Note are for reference purposes
only and are to be given no effect in the construction or interpretation of
this Note.


     MAKER AND LENDER BY ITS ACCEPTANCE HEREOF HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS NOTE OR THE CREDIT AGREEMENT OR ANY OTHER
LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF MAKER OR LENDER.

      IN WITNESS WHEREOF, the undersigned Maker has executed this Note on
the date set forth above.


                      MAKER:

                      ARVIDA/JMB PARTNERS, L.P.,
                      a Florida limited partnership

                      By:   ARVIDA/JMB MANAGERS, INC.,
                            a Delaware corporation, a general partner



                            By:    /s/ Mark D. Lassman
                                   ------------------------------

                            Name:  Mark D. Lassman

                            Title: Vice President






<PAGE>


                 SECOND AMENDMENT TO CREDIT AGREEMENT
                 ------------------------------------


     THIS SECOND AMENDMENT TO CREDIT AGREEMENT ("Amendment"), having an
effective date of the 1st day of August, 2001, between ARVIDA/JMB PARTNERS,
L.P., a Delaware limited partnership, ("Borrower"), having an address of
900 North Michigan Avenue, Chicago, Illinois 60611 and FIRST UNION NATIONAL
BANK ("Lender"), having an address of 200 East Broward Boulevard, 9th
Floor, Fort Lauderdale, Florida 33301.


                               RECITALS:
                               --------

           (A)   On July 31, 1997, Barnett Bank, N.A. and the Other
Original Lenders (including Lender), and Borrower (among others) entered
into a Credit Agreement ("Credit Agreement") as to a SEVENTY-FIVE MILLION
DOLLARS ($75,000,000) Term Loan, a TWENTY MILLION DOLLARS ($20,000,000)
Revolving Line of Credit and a FIVE MILLION DOLLARS ($5,000,000) Letter of
Credit Facility (collectively "Loans"). The Credit Agreement was amended on
September 1, 1998 by an Amendment to Credit Agreement whereby (among other
matters) Barnett Bank, N.A. was replaced as "Agent" by Lender. The Term
Loan has been repaid in full and the Letter of Credit Facility is being
cancelled as of even date hereof.

           (B)   Borrower has applied to Lender for modification of the
Credit Agreement primarily (among other modifications) in order to (i)
renew and extend the Revolving Line of Credit; and (ii) effect a change in
the composition of the lenders and borrowers.

           (C)   Borrower and Lender intend to enter into this Amendment
in order to amend the Credit Agreement accordingly.


     NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00)
and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, as well as the mutual covenants herein
contained, the parties hereto agree as follows:

     1.    RECITALS. The above recitals are true and correct and are
incorporated herein by this reference.

     2.    CAPITALIZED TERMS.  Capitalized terms not defined herein shall
have the meaning ascribed to them in the Credit Agreement.

     3.    CONSOLIDATION. Borrower (among others) executed in favor of
Lender that certain $20,000,000 Consolidated and Restated Line of Credit
Promissory Note effective September 1, 1998 ("Existing Revolving Note")
evidencing the Revolving Line of Credit and secured by, among other
security, that certain Mortgage and Security Agreement ("Mortgage")
 recorded in Official Records Book 26802, Page 888 of the Public Records of
Broward County, Florida. As of the date hereof, the Mortgage encumbers the
balance of the Weston PUD owned by Borrower located in the City of Weston,
Broward County, Florida ("Project"). The Existing Revolving Note was
bifurcated into two promissory notes pursuant to a Bifurcation of Note
Agreement effective September 1, 1998, one note being a $12,320,000 Line of
Credit Promissory Note in favor of Lender ($12,320,000 "Bifurcated Note")
and one note being a $7,680,000 Promissory Note in favor of Lender
($7,680,000 "Bifurcated Note"). The $7,680,000

1


<PAGE>


Bifurcated Note was assigned by Lender to Bank United and then
simultaneously renewed by that certain Renewal Line of Credit Promissory
Note effective September 1, 1998 in favor of Bank United ("Renewal Note").
Washington Mutual Bank, FA, as successor to Bank United, has assigned the
Renewal Note to Lender so the Renewal Note and the $12,320,000 Bifurcated
Note shall be consolidated into a Consolidated Restated Line of Credit
Promissory Note in the original principal sum of $20,000,000 to be executed
by Borrower in favor of Lender simultaneously herewith ("Consolidated
Restated Line of Credit Note").

     4.    TERMS OF RENEWAL OF REVOLVING LINE OF CREDIT.  The Revolving
Line of Credit is being renewed and extended to provide funding to Borrower
for working capital, advances to limited partners of Borrower and to
advance funds to Lender in the event Lender shall make any payments under
any new letters of credit issued by Lender to third parties for the benefit
of Borrower or under various existing Letters of Credit issued to third
parties for the benefit of Borrower having a face amount in the approximate
total of $893,000 ("Letters of Credit").  The previously issued Letters of
Credit were issued by Lender under the Letter of Credit Facility which
shall be canceled effective upon the effective date hereof.  The Mortgage
shall not be satisfied unless any issued Letters of Credit are cash
secured. Proceeds of the Revolving Line of Credit shall continue to be
disbursed pursuant to the terms of the Credit Agreement.  Borrower may
borrow, repay and reborrow the proceeds of the Revolving Line of Credit
(subject to compliance with the terms of the Credit Agreement) provided
that the outstanding principal balance shall not exceed $20,000,000 at any
one time.  Borrower hereby reaffirms that as of even date herewith, it has
no claims, off-sets or defenses against repayment of the existing
indebtedness. To the extent Lender agrees to release any portion of the
collateral securing the Revolving Line of Credit, any release prices paid
by Borrower (as determined by Lender) shall be applied by Lender to
outstanding principal, accrued interest and expenses to be reimbursed by
Borrower in such order as Lender may determine in its sole discretion. As
to any new Letters of Credit (or renewals of previously issued Letters of
Credit), Borrower shall pay to Lender 1% of the face amount of such Letters
of Credit. Borrower will pay to Lender a non-usage fee of 1/16 of 1% on the
unused availability under the Revolving Line of Credit on a quarterly basis
in arrears.

     5.    REVISIONS TO CREDIT AGREEMENT.  Effective as of the date of
this Amendment, the Credit Agreement shall be modified specifically as
follows:
           a.    Section 1.1.44 of the Credit Agreement is amended to
provide that the term "Lenders" shall mean solely First Union National
Bank. As of the date hereof, Washington Mutual Bank, N.A., successor by
merger to Bank United, is no longer a Lender; and (ii) Washington Mutual
Bank, N.A., successor by merger to Bank United, is hereby released and
discharged from all of its obligations as a Lender under the Credit
Agreement and the other Loan Documents, provided that Washington Mutual
Bank, N.A., successor by merger to Bank United, shall retain its rights to
be indemnified pursuant to all provisions of the Loan Documents pursuant to
which Borrower has agreed to indemnify the Lender with respect to any
claims or actions arising prior to the date hereof. As of the date hereof,
the sole Borrower is Arvida/JMB Partners, L.P. and all other Borrowers are
hereby released by Lender of their obligations under the Credit Agreement
except for any indemnity obligations with respect to any claims or actions
arising prior to the date hereof.

2


<PAGE>


           c.    Section 1.1.57 of the Credit Agreement is amended to
provide that the term "Notes" shall mean the Consolidated Restated Line of
Credit Note.

           d.    Borrower shall maintain the following financial covenants
("Financial Covenants")  compliance of which shall be determined on the
basis of the "Financial statement and other information to be provided to
Lender by Borrower as described in Section 6.1 of the Credit Agreement.
Review of the Financial Covenants shall be completed within 60 days of
fiscal year end and/or quarter end subject to Lender's receipt of quarterly
financials from Borrower on a timely basis.

           (a)   MINIMUM UNENCUMBERED LIQUIDITY.  As of the end of each
fiscal quarter effective with the fourth quarter of 2001, Borrower's Net
Worth shall be equal to or in excess of the "Minimum Net Worth." The term
"Minimum Net Worth" means as of December 31, 2001, $50,000,000, and
thereafter, $20,000,000.

           (b)   MAXIMUM DEBT/WORTH RATIO.  As of the end of each fiscal
quarter effective with the fourth quarter of 2001, Borrower's "Debt/Worth
Ratio shall not exceed the "Maximum Debt/Worth Ratio."  The term
"Debt/Worth Ratio" means, as of the date of any quarterly determination
thereof the ratio of Borrower's Total Liabilities to Borrower's Net Worth.

The term "Maximum Debt/Worth Ratio" means as of the end of each fiscal
quarter 1.0 to 1.0.

           (c)   MINIMUM DEBT SERVICE COVERAGE.  As of the end of each
fiscal quarter effective with the fourth quarter of 2001, Borrower's Debt
Service Coverage shall be equal to or in excess of the "Minimum Debt
Service Coverage Ratio." The term "Minimum Debt Service Coverage Ratio
means 1.3 to 1.

           (d)   MAXIMUM LOAN TO VALUE RATIO.  As of the end of each
fiscal quarter effective with the fourth quarter of 2001, the Loan to Value
Ratio shall not exceed the Maximum Loan to Value Ratio. Borrower shall
furnish to Lender within 30 days of each fiscal quarter end Housing Reports
indicating homes closed during the previous fiscal quarter and remaining
homes in inventory within the Project.  The term "Maximum Loan to Value
Ratio means tiny percent (50%).  If as of any determination thereof, the
Loan to Value Ratio shall exceed the Maximum Loan to Value Ratio, then,
within five (5) Business Days following written notice thereof from Lender
to Borrower, Borrower shall either:  (i) pay to Lender, in reduction of the
outstanding principal amount under the Revolving Line of Credit, an amount
sufficient to reduce the Loan to Value Ratio to the applicable Maximum
Revolving Line of Credit to Value Ratio, as above described, or (ii)
deposit with Lender sufficient cash collateral to reduce the Loan to Value
Ratio to the applicable Maximum Loan to Value Ratio; the Borrower's failure
to do so shall constitute an Event of Default hereunder.  In the event the
principal amount outstanding under the Revolving Line of Credit does not
otherwise cause the





3


<PAGE>


                 Loan to Value Ratio to exceed the Maximum Loan to Value
Ratio, availability under the Revolving Line of Credit shall be reduced to
reduce the Loan to Value Ratio to the applicable Maximum Loan to Value
Ratio.

     6.    REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES BY BORROWER.
Except as to Sections 4.3.2 and 4.17.12 which shall not be subject to being
reaffirmed as of the date hereof (as provided in Section 6.6.4) and except
for date specific representations and warranties which shall be deemed
reaffirmed and updated as of the date hereof only if listed on the attached
index of updated Schedules, Borrower hereby reaffirms each of the
representations and warranties made by Borrower in Section 4 of the Credit
Agreement and Borrower represents and warrants to Lender that all such
representations and warranties are true, correct and complete on and as of
the date hereof.  Borrower hereby releases Lender and holds Lender harmless
from any cause or causes of action which Borrower have or could have
against Lender relating to the Loan Documents or the indebtedness evidenced
and secured thereby until the date hereof.  To the knowledge of Borrower,
there currently exists, as of the date hereof no breach or default or event
of default or event, that, with the passage of time or the giving of notice
or both, would constitute a breach or default or an event of default under
the Credit Agreement or Loan Documents, or constitute a failure of a
condition precedent to the continued effect of the funding of Advances
under the Revolving Line of Credit pursuant to the Credit Agreement.

     7.    CONDITIONS TO BE SATISFIED BY BORROWER. Notwithstanding any
other provision of this Amendment or the Credit Agreement to the contrary
and without affecting in any manner the rights of Lender hereunder. Lender
shall not be obligated to make any farther Advances (or to issue any
farther Letters of Credit) or take or PERFORM any other action under the
Credit Agreement until the following conditions have been fulfilled to the
satisfaction of the Lender:

           a.    On or prior to the date hereof, Lender shall have
received this Amendment duly executed and the Consolidated Restated Line of
Credit Note and the Modification of Mortgage and Extension Agreement, all
in form and substance satisfactory to Lender together with all other
documents required hereunder or otherwise reasonably required by Lender to
be executed and delivered or otherwise provided by Lender.

           b.    Borrower has delivered to Lender an Endorsement to the
Mortgagee Title Insurance Policy No. 82-03-021373 issued by Lawyers Title
Insurance Corporation. Borrower has delivered to Lender current Ownership
and Encumbrance Reports on all remaining encumbered property constituting
the Property ("Mortgaged Properties").

           c.    Borrower shall have delivered to Lender Certificates of
Good Standing and Authority To Do Business for Borrower and for its general
partner, certified by the Secretaries of State of Delaware and Florida.

           d.    Borrower shall have delivered to the Lender an updated
Opinion of Counsel.



4


<PAGE>


           e.    Borrower shall have furnished Lender proof of payment of
real property and personal property taxes for 2001 against each of the
Mortgaged Properties.

           f.    If requested by Lender, Borrower shall have furnished
UCC-11 searches and other evidence satisfactory to Lender as to the status
of liens with respect to any of the Mortgaged Properties or other
Collateral.

           g.    Borrower shall have delivered to Lender updated Schedules
to the Credit Agreement as appropriate to reflect the status of the
Schedules as of the date hereof.

           h.    Borrower shall have delivered to Lender evidence
satisfactory to Lender that  Borrower have obtained all consents and
acknowledgments of all persons whose consents and acknowledgments may be
required in connection herewith.

           i.    Borrower shall have made payment in immediately available
funds to Lender of all Facility Fees and all other reasonable,
out-of-pocket fees costs and expenses incurred in connection with this
Amendment, including, without limitation, legal counsel to Lender.

           j.    Borrower shall have furnished to Lender current evidence
of insurance in the form and content otherwise required in the Credit
Agreement.

           k.    All Financial Covenants of Borrower are currently
maintained by the Borrower.  Borrower acknowledges and agrees that as of
the date hereof, Borrower has no offsets, defenses or counterclaims as to
any of the Loan, the Loan Documents or the Obligations evidenced and
secured thereby.


     8.    LIABILITY FOR DOCUMENTARY STAMPS AND INTANGIBLE TAXES.
Borrower agrees to pay any and all documentary stamps and/or intangible
taxes and all interest and penalties associated therewith which may be
assessed on account of the transactions set  forth in this Amendment, if
any.  Borrower shall pay such sums immediately upon receipt of notice of
such amounts from Lender. In the event Borrower fail to pay such sums,
Lender may, at its option, pay such taxes and/or documentary stamps.  Any
such payment by Lender shall be added to the Obligations of Borrower and
shall bear interest from the date advanced to the date of recovery at the
Default Rate.  If Borrower fails to pay any and all documentary stamps
and/or intangible taxes and any interest and penalties associated therewith
which may be assessed on account of the transactions set forth in this
Amendment, it shall be deemed to be a default by Borrower under the
Revolving Line of Credit.

     9.    NO CHANGE IN PRIORITY.  The parties hereto intend that this
Amendment shall not disturb the existing priority of the Mortgage and other
Loan Documents.  The parties hereto further intend that this Amendment
shall not constitute a novation and shall in no way adversely affect or
impair the lien priority of the Mortgage and other Loan Documents.
Borrower agrees to cooperate with Lender so that the interests of Lender
are fully protected and the intent of this Amendment can be effectuated.


5


<PAGE>


     10.   ADDITIONAL REPRESENTATIONS AND WARRANTIES OF BORROWER.
Borrower represent and warrant to Lender as follows:

           a.    All representations and warranties of the Borrower
contained in this Amendment are true and correct.

           b.    Borrower has no intention of filing any petition or
initiating any bankruptcy proceedings.

           c.    Borrower has not entered into this Amendment and the
transactions contemplated hereby to provide preferential treatment to
Lender or any other creditor of Borrower in anticipation of seeking relief
under the federal or any state bankruptcy code or similar law, nor have
Borrower entered into this Amendment and the transactions contemplated
hereby with the intent to hinder, delay or defraud any creditors of
Borrower.

           d.    Borrower has the full capacity, right, power and
authority to execute, deliver and perform this Amendment and all documents
to be executed by it pursuant hereto, and all formal requirements necessary
or required by any statutes, laws, ordinances, codes, rules, regulations,
orders, decrees, directives, partnership agreements, articles of
incorporation, charters or by-laws to enter into this Amendment have been
fully complied with.  The individuals signing this Amendment and all other
documents executed pursuant thereto on behalf of the Borrower are duly
authorized to sign the same on behalf of the Borrower.  The provisions of
this Amendment are and shall be legal, valid and binding upon and
enforceable against the Borrower in accordance with their respective terms.

           e.    This Amendment shall not be construed more strictly
against either party by virtue of the preparation hereof.

           f.    Borrower hereby agrees to execute and deliver any and all
documents as may be reasonably required by Lender at any time in order to
carry out the terms of this Amendment and give effect thereto.

     11.   CONFLICT AND RATIFICATION.  The terms of this Amendment shall
control in the event of a conflict between the provisions hereof and the
provisions of the Credit Agreement.  Except as specifically amended by this
Amendment, the terms, covenants and conditions of the Credit Agreement are
hereby ratified and confirmed by Borrower and remain in full force and
effect.

     12.   NOTICES.  Notwithstanding any provisions to the contrary
contained in the other Loan Documents, all notices, requests and demands to
or upon the Agent and any Borrower party to this Agreement, pursuant to any
Loan Document, shall be deemed to have been given or made when delivered by
hand, delivered by nationally recognized overnight courier service next
Business Day delivery, delivered by telecopy (upon confirmation of receipt
received on a Business Day), or three (3) Business Days after deposit in
the U.S. mail, postage prepaid by registered or certified mail, return
receipt requested, addressed as follows or to such other address as may be
hereafter designated in writing by one party to the other:


6


<PAGE>


To Borrowers:               c/o Arvida/JMB Partners, L.P.
                            900 North Michigan Avenue
                            Chicago, Illinois 60611-1575
                            Attn:  Mr. Stephen A. Lovelette
                            Telecopy No. (312) 915-2310

with a copy to:             Danielle DeVito-Hurley, Esq.
                            Gunster, Yoakley & Stewart, P.A.
                            500 East Broward Blvd., Suite 1400
                            Fort Lauderdale, FL 33394
                            Telecopy No. (954) 523-1722

and with a copy to:         Arvida Company
                            7900 Glades Road, 2nd Floor
                            Boca Raton, Florida 33434
                            Attn: John Baric, Esq.
                            Telecopy No. (561)479-1227

To Agent and
Lender:                     First Union National Bank
                            200 East Broward Blvd., 9th Floor
                            Fort Lauderdale, Florida 33301
                            Attn:  Dana Hunter, Vice President
                            Telecopy No. (954) 467-4164

with a copy to:             Peter D. Slavis, Esq.
                            Ruden, McClosky, Smith,
                            Schuster & Russell, P.A.
                            200 East Broward Boulevard
                            Fort Lauderdale, Florida 33301
                            Telecopy No. (954) 527-2340


     13.  COUNTERPARTS.  This Amendment may be executed and delivered by
one or more of the parties hereto on any number of separate counterparts
and all of such counterparts taken together shall be deemed to constitute
one and the same instrument.

     14.   WAIVER OF JURY TRIAL

           BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO ANY CLAIMS, CROSS-
CLAIMS OR THIRD-PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AMENDMENT TO CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREIN.  BORROWER HEREBY CERTIFIES THAT NO
REPRESENTATIVE OR AGENT OF LENDER OR LENDER'S COUNSEL HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF SUCH
LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
BORROWER


7


<PAGE>


ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
INTER ALIA, THE PROVISIONS OF THIS PARAGRAPH.



         (THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)

















































8


<PAGE>


     IN WITNESS WHEREOF, the parties have duly executed this Second
Amendment to Credit Agreement the day and year first above written.


                                  BORROWER:

                                  ARVIDA/JMB PARTNERS, L.P., a
                                  Delaware limited partnership

                                  By:  ARVIDA/JMB MANAGERS, INC.,
                                       Delaware limited partnership

                                       By:   ARVIDA/JMB MANAGERS, INC.
                                             a Delaware corporation,
                                             general partner

                                             By:   /s/ Mark D. Lassman
                                                   --------------------
                                             Print Name: Mark D. Lassman
                                             Title:  Vice President

/s/ Patricia A. Costa
-------------------------------
Signature

Printed Name: Patricia A. Costa


/s/ Judith Hattier
------------------------------
Signature

Printed Name:  Judith Hattier

                                  LENDER:

                                  FIRST UNION NATIONAL BANK

                                  By:  Tracy S Dunham
                                       ------------------------------
                                  Printed Name:  Tracy Dunham
                                  Title:  Vice President

/s/ Patricia Alemparte Glass
------------------------------
Signature

Printed Name:  Patricia Alemparte Glass


/s/ Mary Kinnane
------------------------------
Signature

Printed Name:  Mary Kinnane



9


<PAGE>


            INDEX OF UPDATED SCHEDULES TO CREDIT AGREEMENT
            ----------------------------------------------


1.   Schedule 1.1.3   Additional Properties

2.   Schedule 1.1.6   Affiliates

3.   Schedule 1.1.62  Other Properties

4.   Schedule 1.1.71  Subsidiaries

5.   Schedule 4.17.8  Environmental Audits

6.   Schedule 4.17.9  Leases, if any

7.   Schedule 4.17.10 Management Agreements

8.   Schedule 4.19.1  Intellectual Property

9.   Schedule 4.19.2  Bank Accounts

10.  Schedule 4.19.3  Promissory Obligations

11.  Schedule 4.19.4  Project Indebtedness

12.  Schedule 4.22.2  Options/Warrants with Respect to Equity Interests

13.  Schedule 4.4.1   List of Litigation, Threatened Claims,
                      Environmental Matters

14.  Schedule 6.1.1-A Persons Authorized to Certify Financials





<PAGE>


Record and Return to:  (enclose self-addressed stamped envelope)

This Instrument Prepared by:

     Peter D. Slavis, Esquire
     Ruden, McClosky, Smith
     Schuster & Russell, P.A.
     200 East Broward Boulevard, 15th Floor
     Fort Lauderdale, Florida 33301


-------------------------------------------------------------------------
SPACE ABOVE THIS LINE FOR              SPACE ABOVE THIS LINE FOR
PROCESSING DATA                        PROCESSING DATA


     STATE OF FLORIDA INTANGIBLE TAXES AND DOCUMENTARY STAMPS IN
     THE AMOUNT REQUIRED BY LAW WITH REGARD TO THE INDEBTEDNESS
     RENEWED HEREBY WERE AFFIXED TO OR PROOF OF PAYMENT NOTED ON
     THE MORTGAGE AND SECURITY AGREEMENT RECORDED IN OFFICIAL
     RECORDS BOOK 26802, PAGE 888 OF THE PUBLIC RECORDS OF
     BROWARD COUNTY, FLORIDA. NO DOCUMENTARY STAMPS ARE DUE IN
     CONNECTION HEREWITH. NON-RECURRING INTANGIBLE TAXES SHALL
     BE PAID AT THE TIME OF EACH ADVANCE ON SUCH ADVANCE.


           MODIFICATION OF MORTGAGE AND EXTENSION AGREEMENT
           ------------------------------------------------

     THIS MODIFICATION OF MORTGAGE AND EXTENSION AGREEMENT effective as of
August 1, 2001 ("Agreement"), between ARVIDA/JMB PARTNERS, L.P., a Delaware
ware limited partnership, having an address of 7900 Glades Road, Suite 200,
Boca Raton, Florida 33434 ("Mortgagor") and FIRST UNION NATIONAL BANK,
having an address of 200 East Broward Boulevard, 9th Floor, Fort
Lauderdale, Florida 33301 ("Lender" or "Mortgagee").


                              WITNESSETH:
                              ----------

     WHEREAS, Mortgagee is owner and holder of a certain Mortgage and
Security Agreement executed by Mortgagor (among others) encumbering certain
property located in Broward County, Florida, owned by Mortgagor, as more
particularly described therein less any portions thereof which from time to
time have been released pursuant to partial releases recorded in the Public
Records of Broward County, Florida ("Mortgaged Property"), which Mortgage
was originally filed for record in Official Records Book 26802, Page 888 of
the Public Records of Broward County, Florida and which Mortgage was
subsequently assigned to Lender by an Absolute Assignment of Mortgages and
Other Documents, recorded in Official Records Book 28819, Page 1674 of the
Public Records of Broward County, Florida and in Official Records Book
28819, Page 1680 of the Public Records of Broward County, Florida
("Mortgage");






<PAGE>


     WHEREAS, Mortgagor and Lender each desire at this time to renew and
extend that certain revolving line of credit facility (defined in the
Mortgage as the "Line of Credit Notes") as presently evidenced by a
Consolidated and Restated Line of Credit Promissory Note of even date
hereof in the original principal sum of Twenty Million Dollars
($20,000,000) executed by Mortgagor in favor of Lender ("Renewal Line of
Credit Note").  The Renewal Line of Credit Note may be borrowed, repaid and
reborrowed in accordance with the terms of that certain Credit Agreement
dated July 31, 1997 as amended by Amendment to Credit Agreement effective
September 1, 1998 and by a Second Amendment to Credit Agreement of even
date herewith ("Credit Agreement").

     NOW, THEREFORE, for and in consideration of TEN AND 00/100 DOLLARS
($10.00) and other good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties
hereto hereby agree as follows:

     1.    The above recitals are true and correct and are incorporated
herein by reference.

     2.    Except as specifically modified hereby or in the Renewal Line
of Credit Note, all of the terms, provisions and representations of the
Mortgage, the Credit Agreement and all other documents executed by
Mortgagor in connection with the Renewal Line of Credit Note are
collectively sometimes hereafter referred to as the "Loan Documents", are
specifically reaffirmed by Mortgagor and are incorporated herein by this
reference.  MORTGAGOR HEREBY RELEASES LENDER AND HOLDS LENDER HARMLESS FROM
ANY CAUSE OR CAUSES OF ACTION WHICH MORTGAGOR HAS OR COULD HAVE AGAINST
LENDER RELATING TO THE LOAN DOCUMENTS OR THE INDEBTEDNESS EVIDENCED AND/OR
SECURED THEREBY UNTIL THE DATE HEREOF AND MORTGAGOR AGREES AND CONFIRMS
THAT, AS OF THE DATE HEREOF, THERE ARE NO SETOFFS DEFENSES OR CREDITS DUE
IT UNDER THE LOAN DOCUMENTS AND THAT SAME ARE IN FULL FORCE AND EFFECT AS
OF THIS DATE.

     3.    The Maturity Date of the Renewal Line of Credit Note is hereby
extended to September 30, 2002, and the maximum amount of principal
indebtedness now secured hereby which may be outstanding at any one time is
Twenty Million Dollars ($20,000,000) on a revolving basis.

     4.    The parties hereto intend that this Agreement shall not disturb
the existing priority of the Mortgage.   The parties hereto further intend
that this Agreement shall not constitute a novation and shall in no way
adversely affect or impair the lien priority of the Mortgage. Mortgagor
agrees to cooperate with Lender so that the interests of Lender are fully
protected and the intent of this Agreement can be effectuated.

     5.    The provisions of this Agreement shall control in the event of
any conflict with the provisions of the Loan Documents, the unaffected
provisions of which are specifically reaffirmed and incorporated herein by
reference. The parties hereto further agree that, except as specifically
provided by this Agreement, no part of the Mortgage, Credit Agreement or
other Loan Documents is in any way altered, amended or changed.





<PAGE>


     6.    Any default by Mortgagor under this Agreement after the
expiration of any applicable grace period shall, at the election of Lender,
automatically and immediately constitute a default under the Renewal Line
of Credit Note. Any default by Mortgagor under the Renewal Line of Credit
Note after the expiration of any applicable grace period shall, at the
election to Lender, automatically and immediately constitute a default
under the Mortgage.

     7.    Mortgagor agrees to pay any and all documentary stamps and/or
intangible taxes and all interest and penalties associated therewith which
may be assessed on account of the execution and/or recording of this
Agreement and the Loan Documents.  Mortgagor shall pay such sums
immediately upon receipt of notice of such amounts from Lender or its
assigns. In the event Mortgagor fails to pay such sums, Lender or its
assigns may, at its option, pay such taxes and/or documentary stamps. Any
such payment by Lender or its assigns shall be added to indebtedness
evidenced by the Renewal Line of Credit Note and shall bear interest from
the date advanced to the date of recovery at the maximum non-usurious rate
permissible under Florida law.  If Mortgagor fails to pay any and all
documentary stamps and/or intangible taxes and any interest and penalties
associated therewith which may be assessed on account of the execution
and/or recording of this Agreement, it shall be deemed to be a default
under the terms hereof and shall immediately accelerate the principal
balance due under the Renewal Line of Credit Note, together with accrued
interest and Lender shall have no obligation to advance any further
proceeds of the Renewal Line of Credit Note. This provision shall survive
repayment of the Renewal Line of Credit Note.

     8.    Mortgagor represents and warrants to Lender as follows:

           (8)1  All representations and warranties of the Mortgagor
contained in this Agreement are true and correct.

           (8)2  Mortgagor has no intention of filing any petition or
initiating any Bankruptcy Proceedings.

           (8)3  Mortgagor has not entered into this Agreement and the
transactions contemplated hereby to provide preferential treatment to
Lender, Lender's nominee or any other creditor of Mortgage, or any
guarantor in anticipation of seeking relief under the federal or any state
bankruptcy code or similar law, nor has Mortgagor entered into this
Agreement and the transactions contemplated hereby with the intent to
hinder, delay or defraud any creditors.

           (8)4  Mortgagor has full capacity, right, power and authority
to execute, deliver and perform this Agreement and all documents to be
executed by them pursuant hereto, and all formal requirements necessary or
required by any statutes, laws, ordinances, codes, rules, regulations,
orders, decrees, directives, partnership agreements, articles of
incorporation, charters or by-laws to enter into this Agreement have been
fully complied with.  The provisions of this Agreement are and shall be
legal, valid and binding upon and enforceable against the Mortgagor in
accordance with their respective terms.

           (8)5   This Agreement shall not be construed more strictly
against either party by virtue of the preparation hereof.






<PAGE>


     9.    In the event a voluntary bankruptcy proceeding is filed by
Mortgagor under any chanter of Title 11 of the United States Code
("Bankruptcy Code"), at Lender's request and to the extent allowed by the
Bankruptcy Court, Mortgagor shall consent to the entry of an Order granting
Lender full and complete relief from the automatic stay under 11 U.S.C.
Section 362 in order to permit Lender to realize and effectuate its rights
with respect to the collateral securing Mortgagor's obligation to Lender.
At Lender's request and to the extent allowed by the Bankruptcy Court,
Mortgagor shall execute a stipulated motion for relief from stay and shall
submit to the Bankruptcy Court a proposed agreed Order granting Lender
relief from stay.

     10.   MORTGAGOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, CROSS-CLAIMS,
OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE
RENEWAL LINE OF CREDIT NOTE AND THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREIN.  MORTGAGOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR
AGENT OF THE LENDER NOR THE LENDER'S COUNSEL HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK
TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.  MORTGAGOR
ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT,
BY, INTER ALIA, THE PROVISIONS OF THIS PARAGRAPH.

     IN WITNESS WHEREOF, the Mortgagor and Lender have executed this
Agreement effective as of the day and year noted above.



Witnesses:                  MORTGAGOR:

                            ARVIDA/JMB PARTNERS, L.P., a
                            Delaware limited partnership


                            By:   ARVIDA/JMB MANAGERS, INC.,
                                  a Delaware corporation, general partner


                                  By:  /s/ Mark D. Lassman
                                       ------------------------
                                  Print Name:  Mark D. Lassman
                                  Title: Vice President


/s/ Patricia A. Costa
-----------------------
Signature

Printed Name:  Patricia A. Costa



/s/ Judith Hattier
-----------------------
Signature

Printed Name:  Judith Hattier




<PAGE>


                            FIRST UNION NATIONAL BANK

                            By:   executed signature
                            Printed Name:
                            Title:

/s/ Mary Kinnane
--------------------
Signature

Printed Name:  Mary Kinnane



executed signature
--------------------
Signature

Printed Name:  [ illegible ]

                            Post Office Address:
                            200 East Broward Boulevard, 9th Floor
                            Fort Lauderdale, Florida  33301



<PAGE>


STATE OF FLORIDA            )
                            )     SS:
COUNTY OF PALM BEACH        )



     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgments, the foregoing instrument was acknowledged before me by
Mark Lassman, the Vice President of ARVIDA/JMB MANAGERS, INC., a Delaware
corporation, general partner of ARVIDA/JMB PARTNERS, L.P., a Delaware
limited partnership.  He is personally known to me.

     WITNESS my hand and official seal in the County and State last
aforesaid this 21st day of March, 2002.


                            /s/ Patricia A. Costa
                            ------------------------------
                            Notary Public

                            Patricia A. Costa
                            ------------------------------
                            (Typed, printed or stamped
                            name of Notary Public)


My Commission Expires:      [ notary seal ]
                            Jan 2, 2005
                            My Commission #CC 991261





STATE OF FLORIDA            )
                            )     SS:
COUNTY OF BROWARD           )


     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State aforesaid and in the County aforesaid to take
acknowledgements, the foregoing instrument was acknowledged before me by
Tracy S. Dunham, the Vice President of FIRST UNION NATIONAL BANK, freely
and voluntarily under authority duly vested in him/her by said bank.
He/she is personally known to me or who has produced _____________ as
identification.

     WITNESS my hand and official seal in the County and State last
aforesaid this 28th day of March, 2002.




                            /s/ Patricia Alemparte Glass
                            ------------------------------
                            Notary Public


                            ------------------------------
                            (Typed, printed or stamped
                            name of Notary Public

My Commission Expires:      [ notary stamp ]

                            Patricia Aleparte Glass
                            My Commission Expires January 4, 2004
                            #DD46465
                            Notary Public, State of Florida






<PAGE>


         BORROWERS' REPRESENTATIONS, WARRANTIES AND AFFIDAVIT


STATE OF FLORIDA      )
                      )  SS:
COUNTY OF PALM BEACH  )


     BEFORE ME, the undersigned authority, this day personally appeared
Mark D. Lassman who is personally known to me, who being by me first duly
sworn under oath, states:

     1.    That he is the Vice President of ARVIDA/JMB MANAGERS, INC., a
Delaware corporation, sole general partner of ARVIDA/JMB PARTNERS, L.P., a
Delaware limited partnership ("Borrower").

     2.    That the undersigned has knowledge of all of the business
affairs of the Borrower.

     3.    That the Borrower (among others) has previously executed a
Mortgage dated July 31, 1997 recorded in Official Records Book 26802, Page
888, of the Public Records of Broward County, Florida (the "Mortgage"),
encumbering certain real property, except such portions which were
previously released from time to time by releases recorded in the Public
Records of Broward County, Florida ("Properties"), securing loans in the
aggregate amount of $100,000,000 ("Loans").  As of even date herewith, the
Credit Agreement dated July 31, 1997, as amended by an Amendment to Credit
Agreement having an effective date of September 1, 1998, and as amended as
of even date by a Second Amendment to Credit Agreement ("Credit Agreement")
and accompanying documentation for the Loans are being modified in reliance
upon the representations and warranties contained herein.  As of even date
herewith, the Loans have been repaid in full with the exception of the
Revolving Line of Credit Facility ("Line of Credit Facility") as renewed
pursuant to the terms of that certain Loan Commitment Letter dated
November 21, 2001 between First Union National Bank ("Lender") and
Borrower, with the Line of Credit Facility continued to be secured by the
Properties pursuant to the terms of the Credit Agreement.

     4.    That the Properties are not subject to any mortgage, pledge,
easement, restriction or other encumbrance or lien of any kind (whether or
not recorded), except for the Mortgage, the lien of current taxes which are
not yet due and payable, and those matters shown as exceptions from
coverage in the Lawyers Title Insurance Company's Mortgagee Policy No. 82-
03-021373 effective August 7, 1997 and last updated through March 13, 2002
and covering the Property ("Title Policy") and any such other exceptions
recorded after the Mortgage and subordinate to the Mortgage.

     5.    That Borrower possesses all governmental permits, approvals and
licenses necessary for the operation of the Properties as has been
conducted since September 1, 1998 and, as long as the Properties are owned
by Borrower, shall continue to maintain such permits,




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approvals and licenses along with all licenses necessary for the
construction and development of any improvements to be constructed thereon,
without substantial known conflicts with the rights of others.

     6.    That there are no present violations (nor does Borrower have
reason to believe any violations are forthcoming) in any material respect
of any requirements of any applicable governmental laws, codes, ordinances,
rules or regulations or restrictive covenants affecting the Properties and
that the Properties shall be in compliance in all material respects with
all such requirements and covenants until all indebtedness of Borrower
under the Line of Credit Facility is repaid in full.

     7.    Except as permitted by the terms of the Credit Agreement,
Borrower has not and shall not execute any instrument or do any act
whatsoever which would or might in any materially way affect the title to
the Properties to the detriment of Lender.

     8.    That

           (a)   Borrower is not a foreign entity for purposes of United
States Income taxation;

           (b)   The undersigned, on behalf of Borrower, understands and
acknowledges that this Affidavit may be disclosed to the Internal Revenue
Service.

     9.    That since September 1, 1998, Borrower has not amended,
modified or terminated its partnership agreement except as disclosed in
writing to Lender.

     10.   That this Affidavit is made for the purpose of inducing First
Union National Bank to renew the Line of Credit Facility and Lawyers Title
Insurance Corporation to issue an Endorsement to the Title Policy.


                      ARVIDA/JMB PARTNERS, L.P.,
                      a Delaware limited partnership


                      By:   ARVIDA/JMB MANAGERS, INC.,
                            a Delaware corporation, general partner



                            By:    /s/ Mark D. Lassman
                                   ------------------------------
                            Name:  Mark D. Lassman
                            Title: Vice President


                                  [ CORPORATE SEAL ]




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<PAGE>


STATE OF FLORIDA      )
                      )  SS
COUNTY OF PALM BEACH  )


     The foregoing instrument was acknowledged before me this 21st day of
March, 2002.  Mark D. Lassman, of ARVIDA/JMB MANAGERS, INC., a Delaware
corporation, as the sole general partner of ARVIDA JMB PARTNERS, L.P., a
Delaware limited partnership, on behalf of said limited partnership, who is
PERSONALLY KNOWN TO ME or has produced ____________________ as
identification.

     WITNESS my hand and official seal in the County and State last
aforesaid this 21st day of March, 2002.



                            /s/ Patricia A. Costa
                            ------------------------------
                            Notary Public

                            Patricia A. Costa
                            ------------------------------
                            (Typed, printed or stamped
                            name of Notary Public)


My Commission Expires:      [ notary seal ]
                            Jan 2, 2005
                            My Commission #CC 991261

























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