PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (Agreement ) is made by and between FINOVA
CAPITAL   CORPORATION,   having  an  address  of  4800  North  Scottsdale  Road,
Scottsdale,  Arizona  85251-7623,  as  successor  in interest to Oxford  Finance
Companies,  hereinafter referred to as the Seller , and THE DELTONA CORPORATION,
a Delaware  corporation,  having an address of 999 Brickell  Avenue,  Suite 700,
Miami, Florida 33131, hereinafter referred to as the Buyer .

                              W I T N E S S E T H:

     WHEREAS, Buyer sold to The Oxford Finance Companies, Inc.( Oxford ) certain
receivables and assets under  Agreements  dated in 1989,  1990, and 1992 and the
agreements were consolidated in the 1992 agreement ( the Oxford Agreement);

     WHEREAS,  Oxford entered into an Asset Purchase  Agreement  dated September
28, 1995 (the Asset  Purchase  Agreement)  with Seller under which  Agreement it
purchased certain  receivables and other assets of Oxford,  some of which assets
were  included in the sale under the Oxford  Agreement  from Buyer to Oxford and
Seller is assignee of Oxford under the Oxford Agreement;

     WHEREAS,  pursuant  to the  purchase of certain  receivables  and assets of
Oxford,  Seller  owns  certain  Agreements  of  Purchase  and Sale,  Installment
contracts, (the Contracts) for lots of land within the subdivisions known as the
Marion Oaks  Subdivision  located within Marion  County,  Florida and The Citrus
Springs  Subdivision  and Pine Ridge  Subdivision,  both located  within  Citrus
County,  Florida  (collectively  the Lots),  which Contracts and underlying lots
were transferred and assigned to Seller by Oxford;

     WHEREAS, pursuant to the Oxford Agreement and to each of certain Contracts,
Seller holds fee simple title to the  underlying  Lots, as conveyed to Seller by
Oxford, under the Oxford Agreement as security for the full payment thereof;

     WHEREAS,  pursuant to each of other certain Contracts, the purchaser of the
lot(s) has received  title to its Lot at time of purchase  (the  Purchaser) by a
general  warranty deed and each Purchaser has executed a promissory note for the
unpaid  balance  of the cash price of its Lot  (Note)  and as  security  for the
repayment of the Note each Purchaser has granted a first lien on its Lot, in the
form of a Mortgage ( Mortgage ), which Notes and  Mortgages  were owned and held
by  Oxford  and were  assigned  and  transferred  to Seller as part of the Asset
Purchase Agreement;

     WHEREAS,  Seller,  as  the  owner  and  holder  of  the  Contracts,  Notes,
Mortgages,  and  underlying  lots,  services and manages the accounts on its own
behalf (the Servicing); and


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     WHEREAS,  Seller  now  desires  to sell and  Buyer now  desires  to buy the
remaining two hundred thirteen (213) Contracts and mortgages,  and Seller agrees
to assign and convey the 213 contracts, mortgages, notes and the underlying lots
and as well as the Servicing on these Contracts (collectively referred to herein
as the  Portfolio  ); and agrees to  provide  written  notice to the  collateral
trustee of the  satisfaction  of all  obligations  of  Deltona  under the Oxford
Agreement and that it consents to the termination of collateral trust and all of
its rights and powers,  if any, under the lot agreement and collateral trust and
any interest therein as to either the collateral trust and the lot agreement.

     WHEREAS, Seller holds certain Lots, Mortgage,  Contracts and other property
that is part of the  property  to be conveyed to Buyer in the name of Oxford due
to Oxford's  failure to  properly  convey,  transfer  or assign  portions of the
Portfolio and represents  that it has written power and authority to transfer to
Deltona  such  property  in  accordance  with that  certain  Corporate  Power of
Attorney dated March 8, 1999 recorded in the County  Recorder's Office of Marion
and  Citrus  County  at  Book  2634,   Page  1287  and  Book  1300,  Page  0362,
respectively, and will convey or assign such property identified in the exhibits
attached hereto.

     NOW THEREFORE,  in  consideration  of the mutual covenants and promises set
forth in this Agreement, and other good and valuable consideration,  the receipt
and sufficiency of which are acknowledged by the parties to this Agreement,  the
parties agree to the following terms and conditions:

1. RECITALS. The recitals set forth above are true and accurate and agreed to by
the parties, and by this reference republished herein.

2. THE PORTFOLIO.   The Portfolio consists of 213 contracts and or mortgages and
notes and the underlying lots of the following:

     A.   Agreements  of Purchase and Sale.  The  Portfolio  consists  mainly of
          Agreements of Purchase and Sale (the  Contracts ) in the Lots in which
          the  Seller  retains  the fee simple  interest  as  conveyed  to it by
          Warranty Deed, duly recorded in the County recorder s office of Marion
          or Citrus County, Florida. The Seller retains interest in the property
          and  collects  payments  on the  Contract  until  such  time  that the
          Purchaser  has paid the Contract in full at which time Seller is bound
          to convey the Lot to the Purchaser.

     B.   Notes and Mortgages.  Also included in the Portfolio are Notes made by
          Purchaser,  who has  granted  a first  lien on the Lot to  secure  the
          repayment of the Note, in the form of a Mortgage,  which  Mortgage has
          been  recorded  in the  Recorder  s office in the  applicable  County,
          located in Florida.

     C.   Each  individual  Contract and Note within the  Portfolio is sometimes
          referred to herein as an Account or  collectively as Accounts . A list
          of the  Accountsis  attached  hereto as Exhibit A. Those accounts that
          Seller  is the  owner of the Lot and the  Contract  is  designated  as
          "Installment".  The  Accounts in which  Seller is the holder of a Note
          and Mortgage are designated as "Mortgage".

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3.  STATEMENT OF  ACCOUNTS.  The Seller  agrees to provide  Buyer with a current
Statement of Account for each Account as of November 30, 2002. Each Statement of
Account  shall  contain  the  following  information,:  (i)  name  of  payee  or
mortgagor; (ii) last known address of payee or mortgagor; (iii) account balance;
(iv)  payment  history;  (v) default  date,  if  applicable;  and (vi) any other
material information concerning the account known to Seller.  Attached hereto as
Exhibit  B is a list of  Accounts  for  which a  Statement  of  Account  will be
provided.

4. PURCHASE  PRICE.  The purchase  price for the Portfolio will be calculated as
follows:

     A.   each  Contract or Note on which  payment  has been made within  ninety
          (90) days or being  recency  current  (the  Current  Accounts ) be One
          hundred Percent (100%) of the outstanding  principle  balance as shown
          on the Statement of Account; and

     B.   each  Contract or Note which is not within ninety (90) days or recency
          current  (the  Delinquent  Accounts  )  will  be Six  Hundred  Dollars
          ($600.00).

As of November 30, 2002, the total  Purchase Price is $160,637.32  (the purchase
price),  the based  upon the sale of 25  Current  Accounts  having a  collective
principle balance of $47,837.32 and 188 Delinquent  Accounts at $600.00 each for
a total of  $112,800.00.  The  Portfolio  now consists of 213  contracts  and/or
mortgages.

The Purchase Price shall be payable as follows:

     A.   Deposit.  On the Effective Date of this Agreement,  the balance of the
          hold-back  funds  balance in  possession of Seller shall be applied to
          the Purchase  Price in the amount of $24,580.00.  The hold-back  funds
          are as defined in the Oxford Agreement between Buyer and Oxford.

     B.   Balance of Purchase Price. The balance of the Purchase Price,  subject
          to adjustments  provided for in Section 5 of this Agreement,  shall be
          paid at closing by  cashier's  check or wire  transfer of  immediately
          available funds.

5.  ADJUSTMENT  TO PURCHASE  PRICE.  As of December 31, 2002 the Purchase  Price
shall be adjusted by the actual number of Delinquent  Accounts and by the actual
principle  balance of the Current  Accounts,  all of which are being conveyed or
assigned  at Closing,  both shall be  recalculated  as of  December  31, 2002 as
follows:

     the total  purchase  price is adjusted to  $157,708.42,  which  includes 25
     current  accounts having a collective  principle  balance of $47,837.32 and
     188 delinquent  accounts at a purchase price of $600 eachless the principle
     portion of cash payments  received on accounts by Seller after November 30,
     in the amount of $2,928.90  that belong to purchaser.  Seller has agreed to
     turnover such funds and the related accounting.


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6. EFFECTIVE  DATE. The Effective Date of this Agreement  shall be the date when
the last of Buyer and Seller has executed same.

7. TIME FOR ACCEPTANCE. If this Agreement is not executed by Buyer and Seller on
or before February 28, 2003, it shall be considered null and void.

8. CLOSING.   Closing  shall be  defined  as when all  conditions  set  forth in
Paragraphs C and D of the Escrow  Agreement  have been fully  performed  and the
Escrow Agent has received all required money to close the  transaction  which is
on deposit  with the Escrow  Agent.  A copy of the Escrow  Agreement is attached
hereto as "Exhibit K",  which is to be entered  into between the Buyer,  Seller,
and Five Points Title  Services.  Thereupon  the Escrow Agent shall  endorse the
Notes to Buyer and any other  required  document and remit the sales proceeds to
Seller and  distribute  the  documents as provided for in the Escrow  Agreement.
Five Points Title Services,  Inc., a Florida  corporation located at 8014 SW 135
Street Road, Ocala,  Florida 34473 shall be the Escrow Agent.  Buyer shall remit
the balance of the Purchase  Price via bank check or wire  transfer,  along with
any final  documents,  as agreed  upon by Buyer and Seller to the Escrow  Agent.
Seller shall deliver all notes, execute all assignments and deeds as provided by
Buyer and deliver all documents  required to be delivered by Seller as set forth
in this  agreement to the Escrow Agent at the address set forth  herein.  Escrow
Agent shall be  responsible  for the  endorsement of all Notes and Agreements of
Purchase  and  Sale to  Buyer,  in  accordance  with  the  terms  of the  Escrow
Agreement.  If for any reason the Closing  does not take place by  February  28,
2003,  Escrow  Agent shall  return all  documents  and funds as set forth in the
Escrow Agreement.

9. CLOSING DATE. The closing date shall be the date that all documents and funds
have been  received by the Escrow Agent and all  conditions  of Paragraph "C" of
the Escrow  Agreement have been met. At closing,  the Escrow Agent shall provide
notice by fax  transmission  to each party that the  transaction has been closed
and  thereafter  shall  immediately  endorse all Notes to Buyer,  remit the sale
proceeds as set forth on the Closing Statement to Seller and distribute,  record
and file all the documents as required by good closing practice.

10. BUYER'S CLOSING DELIVERIES.  As soon as possible after the execution of this
Agreement,  Buyer will  prepare  and deliver to Seller the  following  documents
which shall be executed by Seller:

     A.   Assignment of all Notes and  Mortgages in a form  acceptable to Seller
          and Buyer s title insurance company for each Note in the Portfolio;  a
          listing of the Lots secured by the  Mortgages  are attached as Exhibit
          A.

     B.   Assignment  of  Contracts in a form  acceptable  to Seller and Buyer s
          title insurance company for each Contract in the Portfolio;

     C.   A Warranty Deed, in substantially the same form attached hereto as



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          Exhibit C, for each  Contract and Lot.  Seller has provided to Buyer a
          list of Accounts  with the Lots  defined as to Block and Lot  numbers,
          which list is attached hereto as Exhibit D;

     D.   A Bill of Sale in  substantially  the same  form  attached  hereto  as
          Exhibit E;

     E.   Any and all  releases  and / or  termination  documents  necessary  to
          extinguish  the  existing  relationship  between  Buyer and  Seller as
          successor  in  interest  to  Oxford,   including   the  UCC  financing
          statements;

     F.   Consumer  notices to be sent by Seller  noticing each Purchaser of the
          change in servicing and ownership, which notice shall be in compliance
          with all federal and state laws; and

     G.   A title commitment for each Account Lot.

     H.   Closing statement executed by Buyer.

Seller  and Buyer  agree  that the  documents,  set forth  herein as A through G
except "E" are, being prepared by Buyer,  shall be in a form acceptable to Buyer
and Seller.  Notwithstanding,  each party agrees as a material  covenant to this
agreement to provide and execute such  additional  documents,  whether before or
after closing,  that are  reasonably  necessary to fully complete the intent and
purpose of this agreement.

On the  Closing  Date,  the  Escrow  Agent  will  deliver  to  Seller a  Closing
Statement,  already  executed  by the Buyer  setting  forth the  balance  of the
Purchase Price as adjusted in Paragraph 5 above. Seller will execute the Closing
Statement  and provide a facsimile  copy and  original of the  executed  Closing
Statement to the Escrow Agent.

11.  SELLER'S  CLOSING  DELIVERIES.  Seller  shall  deliver to Escrow  Agent the
following executed documents in form and content reasonably acceptable to Buyer:

     A.   Endorsement of Notes.  The original Notes shall be delivered by Seller
          but  endorsed  to Buyer by Escrow  Agent at the Closing  Date  without
          recourse, warranties or representations as follows:

                  Pay  to the Order of Deltona Corporation,  without
                  recourse,  warranties or representations.

                                    FINOVA CAPITAL CORPORATION


                                    By:__________________________




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     B.   Executed  Special  Warranty  Deeds  (Exhibit  C)  and  Assignments  of
          Contracts  (Exhibit F) and Notes (Exhibit G) and Mortgages (Exhibit H)
          as prepared and provided by Buyer.

     C.   UCC Financing Statement  Releases.  Seller agrees to terminate all UCC
          filings in connection with the obligation of Buyer to Seller/Oxford.

     D.   Corporate  Authority.  Seller shall  provide an Assistant  Secretary's
          Certificate  authorizing  and approving the sale of the  Portfolio,  a
          Certificate  of Good Standing for FINOVA  Capital  Corporation in both
          Delaware and Florida, and an Encumbency  Certificate providing for the
          execution of the documents.

     E.   Existing  Mortgagee  or  Owner's  Title  Insurance  Policy.  A copy of
          Seller' s existing Owners or Mortgagee Policy, if any.

     F.   Statement  of Accounts.  A Statement of Account for each  Contract and
          Note current through November 30, 2002.

     G.   Affidavit  of  Statement  of  Accounts.  An  Affidavit of Statement of
          Accounts in form and content  acceptable to Seller and Buyer attesting
          that the Statement of Accounts are true and accurate.

     H.   A written  notice  (letter)  (Exhibit  I) to Sun Trust  Bank N.A.  FKA
          SunBank/Miami,  N.A. as collateral trustee of the collateral trust and
          trustee of the lot trust  stating  that  Seller as  assignee of Oxford
          consents to the termination of the collateral  trust and lot trust and
          releases all its rights and powers under the collateral  trust and lot
          trust, if any, and releases any interest therein.

     I.   All other documents required of Seller to be delivered and executed in
          accordance with Paragraph 9 herein.

     J.   Quit claim deed from  Seller to Buyer to  correct  and convey  certain
          lots to conform and correct title in name of Buyer Exhibit "J".

At closing, Seller will provide the following:

     K.   Consumer notices,  that are in compliance with all laws, including but
          not limited to RESPA, to each Account sold in the Portfolio  notifying
          Purchaser  of  assignment  and sale of  Contract  and Notes as well as
          servicing,  which  notice  form is to be  provided by Buyer to Seller.
          Finova shall provide  Deltona with copies of such letters when sent to
          Purchaser.

     L.   Electronic transfer to Buyer of all computer  information  relative to
          the Contracts and Notes including payment histories and Account files.
          Seller also agrees to have its database specialist shall contact Steve
          Diamond at Deltona  (1-800-935-

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<PAGE>

          6378) and arrange  with Mr.  Diamond to  electronically  transfer  all
          computer information  relative to the 213 contracts,  including names,
          addresses,  payment histories and note files. In addition, Finova will
          electronically transfer to Deltona a current name and address file for
          each contract.  The foregoing shall be completed at or before the time
          of closing and the payment of the purchase price.

     M.   At closing,  Escrow Agent will deliver to Deltona, all customer files,
          reports, assignments, collateral, etc. of every kind pertaining to the
          213 contracts listed on Exhibit "A".

     N.   Seller agrees,  as part of the  consideration  herein,  to execute all
          documents  and releases  deemed  necessary by Buyer and Seller for the
          reconveyance   of  all   Lots,   Mortgages,   Contracts,   and   other
          documentation to be transferred to Deltona.  Upon the closing,  Seller
          will  also  cooperate  with  Buyer in the  termination  of the  Oxford
          Agreement  by signing  all  documents  necessary  and  agreed  upon to
          terminate  the Oxford  Agreement , and to  transfer  and covey back to
          Deltona all collateral and exchange Lots and other collateral.

     O.   Closing statement executed by Seller and Buyer.

     P.   Bill of Sale.

     Q.   All documents required of Escrow Agreement.

12. EXPENSES.  Buyer will pay for all costs of recording of the Special Warranty
Deeds,  the Quit Claim  Deeds and the  Assignments  of  Contracts  and Notes and
Mortgages  and  UCC  Financing  Statement  filings,  together  with  any and all
federal, state, county or municipal taxes in connection with the purchase of the
Portfolio,  including  but not limited to,  Florida  Documentary  Tax Stamps and
Florida Intangibles Tax. Buyer and Seller shall each pay its own attorneys fees.
Buyer shall be responsible for all costs and expenses of the Escrow Agreement.

13.  REPRESENTATIONS  AND WARRANTIES OF SELLER. The Seller hereby represents and
warrants  to the  Buyer  that  as of the  Closing  Date,  with  respect  to each
individual Contract or Note and Mortgage that:

     (1)  To the  best  of its  knowledge,  the  information  set  forth  in the
Statement of Accounts is true and correct in all material respects.

     (2) To the best of its  knowledge,  the terms of the  Contracts,  Notes and
Mortgages have not been adversely impaired,  waived,  altered or modified by the
Seller.

     (3) To the best of its knowledge,  no purchaser as defined in the Contracts
or Mortgagor has been released, in whole or in part.

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<PAGE>



     (4) To the best of its knowledge,  the  Contracts,  Notes and Mortgages are
not subject to any right of rescission, set-off, counterclaim or defense.

     (5) To the best of its knowledge,  the Contracts,  Notes and Mortgages have
not been satisfied,  canceled or rescinded and the Lots secured by the Mortgages
have not been  released  from the lien of the  Mortgages  by Seller  nor has any
instrument   been   executed  by  Seller   effecting   any  such   satisfaction,
cancellation, rescission or release. The Mortgages have not been subordinated as
a matter of law or otherwise,  in whole or in part, nor has any instrument  been
executed by Seller effecting any such subordination.

     (6) The Seller has good and  marketable  title to the  Contracts  for Deed,
Notes, Mortgages,  and Lots and the Sellers are the sole owners thereof and have
full  right to  transfer  the same to Buyer  free and clear of any  encumbrance,
equity, lien, pledge, charge, claim, participation interest or security interest
except for outstanding  real estate taxes;  those  encumbrances set forth in the
Title  Commitment  provided by the Escrow Agent to Buyer dated November 17, 2002
and attached hereto as Exhibit "L".

     (7) To the best of its  knowledge,  the Seller has not waived any  default,
breach,  violation or event of  acceleration.  No foreclosure  actions have been
commenced with respect to the Contracts for Deed, the Notes and Mortgages.

     (8) To the best of its knowledge,  each Contract,  Note and Mortgage is the
legal, valid and binding obligation of the maker thereof.

     (9) The execution, delivery and performance of this Agreement by the Seller
and the consummation of the transaction  contemplated  hereby have been duly and
validly authorized;  this Agreement evidences the valid, binding and enforceable
obligation of the Seller;  and all requisite  corporate action has been taken by
the  Seller  to make  this  Agreement  valid  and  binding  upon the  Seller  in
accordance with its terms.

     (10) Seller, except for the representations and provisions herein, makes no
representations  and  warranties,  direct or  indirect,  whether  in  writing or
otherwise  and Buyer  understands  and  confirms  that Buyer is  purchasing  the
Portfolio  as is,  where is based  solely  upon  Buyer's  own  examination,  due
diligence  and  inspection  of same,  except as  specifically  set forth in this
Agreement.

     (11) The  representations  and warranties set forth in this Paragraph shall
be true and accurate as of the Closing Date, and shall survive the Closing.

     (12) Seller  represents that the Portfolio being sold is not subject to any
lien held by any creditor of Seller and that Seller is  authorized to enter into
this Agreement in accordance with its duly authorized  resolution dated November
25, 2002.

14.  REPRESENTATIONS  AND WARRANTIES OF BUYER.  The Buyer hereby  represents and
warrants to the Seller that as of the Closing Date that:


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     (1) The execution,  delivery and performance of this Agreement by the Buyer
and the consummation of the transaction  contemplated  hereby have been duly and
validly authorized;  this Agreement evidences the valid, binding and enforceable
obligation of the Buyer and all requisite  company  action has been taken by the
Buyer to make this Agreement valid and binding upon the Buyer in accordance with
its terms.

     (2) Buyer makes no  representations  and  warranties,  direct or  indirect,
whether  in  writing  or  otherwise  except  as  specifically  set forth in this
Agreement.

     (3) The representations and warranties set forth in this Paragraph shall be
true and accurate as of the Closing Date, and shall survive the Closing.

     (4) Buyer will continue to be responsible for all refunds due to Purchasers
and all costs associated therewith in accordance with the terms of the Contracts
and those Certain Agreements between Buyer and Oxford.

15. LOTS. Buyer  acknowledges and agrees that Seller has not made, does not make
and  specifically  negates  and  disclaims  any   representations,   warranties,
promises,  covenants,   agreements  or  guaranties  of  any  kind  or  character
whatsoever, whether express or implied, oral or written, past, present or future
of, as to,  concerning  or with  respect to: (a) the value,  nature,  quality or
condition  of the Lots,  including,  without  limitation,  the  water,  soil and
geology;  (b) the income to be derived from the Lots; (c) the suitability of the
Lots for any and all  activities and uses which Buyer may conduct  thereon;  (d)
the  compliance  of or by the  Lots  or its  operation  with  any  laws,  rules,
ordinances or regulations of any applicable  governmental authority or body; (e)
the habitability, merchantability, marketability, profitability or fitness for a
particular purpose of the Lots; (f) the manner or quality of the construction of
materials,  if any, incorporated into the Lots; and (g) any other matter related
to or concerning the Lots, and, specifically, that Seller has not made, does not
make, and specifically  disclaims any representations  regarding compliance with
any environmental  protection,  pollution or land use laws, rules,  regulations,
order  or  requirements,  including  without  limitation  the  presence  of  any
asbestos,   petroleum  and  petroleum   by-products,   UREA   formaldehyde  foam
insulation,  polychlorinated  biphenyls,  radon,  any and all  substances now or
hereafter  designated as hazardous waste,  toxic substances,  solid waste, toxic
pollutant,  pollutant  as  defined  by  any  environmental  laws  (as  hereafter
defined), and any substance now or hereafter regulated by any environmental laws
(said substances are collectively herein defined as Environmental Contaminants).
Environmental   Laws  shall  mean  the  Comprehensive   Environmental   Response
Compensation  and  Liability Act of 1980, 42 U.S.C.  & 9601,  et. seq.,  and any
regulations promulgated thereunder;  the Resource Conservation and Recovery Act,
42 U.S.C. & 6901,  et, seq., and any  regulations  promulgated  thereunder;  the
Toxic  Substances  Control Act, 15 U.S.C. & 2601, et. seq., and any  regulations
promulgated thereunder;  the Hazardous Materials Transportation Act, 49 U.S.C. &
1801, et. seq., and any regulations promulgated thereunder; the Clean Air Act 42
U.S.C. & 7401, et. seq., and any regulations promulgated  thereunder;  the Clean
Water  Act,  33  U.S.C.  &  1251,  et.  seq.,  and any  regulations  promulgated
thereunder;  any amendments to the foregoing  statutes and regulations;  and any
other similiar

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statute,  regulations  or ordinance  now or  hereafter  enacted.  Buyer  further
acknowledges  and agrees that: (a) having been given the  opportunity to inspect
the Lots,  Buyer is relying solely on its own  investigation of the Lots and not
on any  information  provided  by or on behalf of  Seller;  (b) any  information
provided by or on behalf of Seller to Buyer with respect to the Lots  including,
without limitation, any reports, maps, or documents were obtained from a variety
of  sources  and  that  Seller  has not made any  independent  investigation  or
verification of such information and makes no representations as to the accuracy
or  completeness of such  information;  (c) Seller is not liable or bound in any
manner  by any  oral  or  written  statements,  representations  or  information
pertaining to the Lots, furnished by any Lots broker, agent,  employee,  servant
or other  person.  Furthermore,  Buyer  agrees to accept the Lots in their AS IS
condition  without  any  obligation  upon  Seller to cure any  circumstances  or
conditions  concerning the Lots.  Buyer and anyone claiming by, through or under
Buyer hereby fully and irrevocably  releases  Seller,  its employees,  officers,
directors,  representatives  and agents  from any and all claims that it may now
have or hereafter acquire against Seller,  its employees,  officers,  directors,
representatives  and  agents  for any cost,  loss  liability,  damage,  expense,
demand,  action or cause of action  arising from or related to any  construction
defects,  errors,  omissions or other conditions,  including without  limitation
environmental   matters   (including   without   limitation  any   Environmental
Contaminants  )  concerning  the lots.  It is  understood  and  agreed  that the
Purchase Price has been adjusted by Seller and purchased by Buyer based upon and
subject to the foregoing.

16. CASH PROCEEDS RECEIVED AFTER CLOSING.  Seller agrees to immediately  forward
to Buyer all cash  proceeds  received by Seller after the Closing  Date, if any,
pertaining to the Contracts or Notes  conveyed or assigned by Seller to Buyer at
Closing.

17. TITLE SEARCH. Seller and Buyer agree that Buyer shall perform a title search
prior to the  Closing  Date,  at Buyer s expense,  to verify that the Seller has
marketable  title to the  Contracts  for Deed and the  Mortgages,  and that each
Mortgage is a first  Mortgage on the Lots,  subject only to past due real estate
taxes, and real estate taxes for the current year, and any other encumbrances as
set forth in Exhibit "L".

18. RELEASE OF CLAIMS BY BUYER.  Effective upon the closing of this Purchase and
Sale  Agreement  and the  purchase  of the  Portfolio,  Buyer  hereby  releases,
remises,  acquits and forever discharges Seller and Seller s employees,  agents,
representatives,   consultants,   attorneys,  fiduciaries,  servants,  officers,
directors,   partners,   predecessors,   successors   and  assigns,   subsidiary
corporations, parent corporations, and related corporate divisions (collectively
referred to in this  Section 15 as Seller ), from any and all actions and causes
of action, judgments,  executions,  suits, debts, claims, demands,  liabilities,
obligations,  damages and expenses of any and every character, known or unknown,
direct  and/or  indirect,  at law or in equity,  of  whatsoever  kind or nature,
whether heretofore or hereafter arising,  for or because of any matter or things
done,  omitted or suffered to be done by Seller prior to and  including the date
and execution  hereof and the closing of the purchase of the  Portfolio,  and in
any way  directly or  indirectly  arising out of or in any way  connected to the
Purchase and Sale Agreement and the other documents and instruments  executed in
connection with the Purchase and Sale Agreement. Buyer

                                       10

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acknowledges  that the agreements set forth in this Agreement are intended to be
in full  satisfaction  of all or any  alleged  injuries  or  damages  arising in
connection with the purchase of the Portfolio.  Buyer represents and warrants to
Seller that it has not  purported  to transfer,  assign or otherwise  convey any
right,  title or interest of Buyer in the  Purchase  and Sale  Agreement  to any
other person or entity and that the  foregoing  constitutes  a full and complete
release  of Seller.  Deltona  shall  also  withdraw  its Proof of Claim from the
Finova  bankruptcy.  The foregoing release shall in no way relieve Seller of its
obligations  set forth in this  Agreement.  Seller agrees,  notwithstanding  the
releases herein that it shall fully perform the obligation of this agreement and
execute and deliver such additional  documentation  whether before or subsequent
to closing  deemed by the Buyer to fully  perform the intent and purpose of this
agreement.

19. RELEASE OF CLAIMS BY SELLER. Effective upon the closing of the Portfolio and
Seller s receipt of the Purchase Price, Seller hereby releases, remises, acquits
and  forever  discharges  Buyer  and  its  employees,  agents,  representatives,
consultants,  attorneys,  fiduciaries,  servants, officers, directors, partners,
predecessors,   successors   and  assigns,   subsidiary   corporations,   parent
corporations,  and related corporate divisions (collectively referred to in this
Section 16 as Buyer ), from any and all actions and causes of action, judgments,
executions, suits, debts, claims, demands, liabilities, obligations, damages and
expenses of any and every character,  known or unknown,  direct and/or indirect,
at law or in  equity,  of  whatsoever  kind or  nature,  whether  heretofore  or
hereafter  arising,  for or  because of any  matter or things  done,  omitted or
suffered  to be done by Buyer  prior  to and  including  the date and  execution
hereof and the closing of the purchase of the Portfolio, and in any way directly
or  indirectly  arising out of or in any way  connected to the this Purchase and
Sale Agreement and the other  documents and  instruments  executed in connection
with the purchase of the Portfolio.  Seller acknowledges that the agreements set
forth in this  Agreement are intended to be in full  satisfaction  of all or any
alleged  injuries  or damages  arising in  connection  with the  purchase of the
Portfolio.  Seller represents and warrants to Buyer that it has not purported to
transfer,  assign or otherwise convey any right,  title or interest of Seller in
the Portfolio to any other person or entity and that the foregoing constitutes a
full and complete  release of Buyer.  Deltona  shall also  withdraw its Proof of
Claim from the Finova bankruptcy.  The foregoing release shall in no way relieve
Buyer  of  its  obligations   set  forth  in  this   Agreement.   Buyer  agrees,
notwithstanding  the releases  herein that it shall fully perform the obligation
of this agreement and execute and deliver such additional  documentation whether
before or subsequent to closing deemed by the Seller to fully perform the intent
and purpose of this agreement.

20. FAILURE OF PERFORMANCE.  If Buyer fails to perform this Agreement within the
time specified,  the Deposit paid by Buyer will be recovered and retained by and
for the account of Seller as agreed upon liquidated  damages,  consideration for
the  preparation  and execution of this Agreement and in full  settlement of any
claims;  whereupon,  Buyer and Seller shall be relieved of all obligations under
this Agreement;  or Seller, at Seller's option, may proceed in equity to enforce
Seller's  rights under this Agreement.  If Seller fails,  neglects or refuses to
perform this Agreement, the Buyer may seek specific performance.

                                       11

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21. ENTIRE AGREEMENT. This Agreement and the exhibits, schedules and information
attached or to be furnished pursuant hereto contain the entire agreement between
the parties with respect to this transaction and no representations, warranties,
or  agreements  have been  made or relied  upon by  either  party  except  those
specifically  referred to herein. This Agreement may only be amended,  modified,
or supplemented by written instrument signed by both of the parties.

22. BINDING EFFECT. All of the terms,  covenants and conditions herein contained
are and shall be binding  upon both  parties,  their  personal  representatives,
heirs, successors and assigns.

23. NOTICES.  All notices and other communications under this Agreement shall be
given in writing,  by certified mail, return receipt requested,  or telefaxed to
the number set forth below,  or such other  address or telefax  number as either
party shall designate in a written notice to the other:

            To Buyer:      DELTONA CORPORATION
                           999 Brickell Avenue, Suite 700
                           Miami, Florida 33131
                           Telephone No.: (305) 579-0999
                           Telefax No.      : (305) 358-0999

                           Attention: Sharon Hummerhielm

                           With Copy to:
                           Deltona Corporation
                           8014 SW 135 Street Road
                           Ocala, Florida 34473

            To Seller:     FINOVA CAPITAL CORPORATION
                           4800 North Scottsdale Road
                           Scottsdale, AZ 85251
                           Telephone No. (480) 636-4884
                           Telefax No. (480) 636-6445
                           Attention: Thomas Ruley

                           With Copy to:
                           FINOVA Capital Corporation
                           4800 North Scottsdale Road
                           Scottsdale, AZ 85251
                           Telephone No. (480) 636-6480
                           Telefax No. (480) 636-6443
                           Attention: Assistant General Counsel

24. BROKERS.  Seller and Buyer mutually represent and warrant to each other that
they

                                       12

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have not dealt with any real estate and/or business broker with regard to this
transaction and that no commissions are due any agent on their behalf at
Closing.

25. INTERPRETATION AND SEVERABILITY.  The paragraph and section headings in this
Agreement are for  convenient  reference  only and shall not modify or amend the
express  terms and  provisions  of this  Agreement,  nor  shall  they be used in
connection  with the  interpretation  hereof.  All pronouns  and any  variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular or
plural as the  identity of the entities or persons  referred to may require.  In
case any one or more of the  provisions  of this  Agreement  or the  application
thereof shall be invalid, illegal or unenforceable in any respect, the validity,
legality and  enforceability  of the remaining  provisions  hereof and any other
application thereof shall in no way be affected or impaired.

26.  APPLICABLE LAW AND VENUE.  This  Agreement  shall be governed and construed
under the laws of the State of Florida.  Venue of any legal action arising under
or pertaining to this Agreement shall be in Dade County Florida.

27. ATTORNEY'S FEES AND COSTS. In the event of any litigation  arising out of or
under this Agreement,  the prevailing party in such litigation shall be entitled
to  recover  from the  non-prevailing  party  all  court  costs  and  reasonable
attorneys' fees whether incurred prior to trial,  during trial, on appeal, or in
bankruptcy.

28. TIME IS OF THE  ESSENCE.  Time is of the essence of each  provision  hereof.
Failure  of either  party to close the  transaction  contemplated  hereby on the
Closing  Date,  without  default on the part of the other,  shall  constitute  a
default under this Agreement.

29. COMPUTATION OF TIME. Any time period provided for herein which shall end on
a  Saturday,  Sunday or legal  holiday,  shall  extend to 5:00 P.M.  of the next
business day.

30. ASSIGNABILITY.  This Agreement may be assigned by Buyer to an entity that is
majority owned by Buyer.

31. FACSIMILE COPY. A facsimile copy of this Agreement and any signatures hereon
shall be considered for all purposes as originals.

32. REAL ESTATE TAXES.  Seller has disclosed to Buyer that there may be past due
real property taxes on the Lots. Seller and Buyer agree that Buyer is purchasing
the  Contracts  for Deed and  Notes  subject  to all past due and  current  real
property taxes, on the Lots as determined by Buyer in its title search.

33. COLLATERAL POOL LOTS. Upon the closing Seller agrees to fully cooperate with
Buyer to transfer back to Deltona any extraneous  Lots or other  collateral that
Seller has right and authority to covey, transfer or assign. Buyer agrees to pay
all costs and expenses of same and provide  documentation  necessary to transfer
same.


                                       13

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IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the date
appearing by their signature.


                                      SELLER:

                                      FINOVA Capital Corporation, a Delaware
                                      corporation


/s/ Elinor M. Svihla                  By: /s/ Roger Schroeder
----------------------------           -------------------------------------
Witness: Elinor M. Svihla             Name: Roger Schroeder
                                      Title:Vice President

                                      Dated: February 24, 2003
                                             ----------------------------------


                                      BUYER:

                                      THE DELTONA CORPORATION, a Delaware
                                      corporation


/s/ Donna Verrilli                    By:    /s/ Sharon Hummerhielm
-------------------------------              ----------------------------------
Witness: Donna Verrilli               Name: Sharon Hummerhielm
                                      Title:Executive Vice President

                                      Dated: February 27, 2003
                                             ----------------------------------





                                       14

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                                    EXHIBITS



Exhibit A       Listing of Contract Accounts and Note Accounts
                as of November 30, 2002.

Exhibit B       Statement of Accounts as of November 30, 2002 (to be
                provided by FINOVA.) Same as A-20 of Escrow Letter.

Exhibit C       Form of Special Warranty Deed (same as attached to Escrow
                Letter)

Exhibit D       Listing of Accounts with the Block and Lot number of Lots

Exhibit E       Form of Bill of Sale (same as attached to Escrow Letter)

Exhibit F       Assignment of Contracts (same as attached to Escrow Letter)

Exhibit G       Assignment of Notes (Included in Exhibit H)

Exhibit H       Assignment of Mortgages (same as attached to Escrow Letter)

Exhibit I       Letter to Suntrust Bank Trustee

Exhibit J       Quit Claim Deed (same as attached to Escrow Letter)

Exhibit K       Form of Escrow Letter Agreement

Exhibit L       Title Commitment

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