Exhibit 10(oo) to Form 10-K
For Year Ended December 31, 2001



                             JOINT VENTURE AGREEMENT
--------------------------------------------------------------------------------


     THIS AGREEMENT, made and entered into as of this 1st day of September, 2001
by and between THE DELTONA CORPORATION,  a Delaware corporation authorized to do
business  in the State of Florida  ("Deltona")  and FIVE POINTS  TITLE  SERVICES
COMPANY,  INC.,  AS TRUSTEE FOR  SCAFHOLDING  B.V.,  a  Netherlands  corporation
("Scafholding") , Deltona and Scafholding  being  hereinafter  sometimes jointly
called the "Venturers" and individually called "Venturer".

                                    RECITALS

     A. Deltona has and will be applying to the Marion  County Tax Collector and
the Washington  County Tax Collector to purchase tax  certificates on properties
owned  by  others  in  its  subdivisions   where  delinquent  taxes  exist  (the
"Property").  Deltona and/or Scafholding may have purchased or may in the future
purchase from others Property located in Marion Oaks Subdivision and Sunny Hills
Subdivision,  Florida,  respectively.  If tax  certificates  are not paid by the
owners of the Property,  a tax deed may be applied for by Deltona,  as Developer
of the Property.

     B. Scafholding is prepared to finance the purchase of the Property, the tax
certificates for the Property and eventually the tax deeds for the Property.

     C. The  Venturers  desire to enter into a joint  venture for the purpose of
administration of the purchase of the tax certificates, applications for the tax
deeds, administration, acquisition and sale of the Property and payment of costs
associated therewith.

                                    AGREEMENT

     NOW, THEREFORE,  for good and valuable  consideration,  receipt of which is
hereby  acknowledged  and of the mutual  covenants  and  undertakings  contained
herein and benefits to accrue to each of the parties hereto, the Venturers agree
as follows:

     1.     Formation and Purpose of the Venture.
            ------------------------------------

     The Venturers  hereby  associate  themselves  into and form a joint venture
(the  "Venture"),  under the laws of the State of Florida  for the  purposes  of
owning and selling Land, for sale,  marketing and administration of the Property
in order to generate maximum profit to the venture.

     2.     Name of the Venture.
            --------------------

     The Venture created  hereunder  shall be known as the Scafholding  Venture.
Fictitious  name  certificates  shall be filed in any  jurisdiction in which the
filing of a fictitious name certificate is required by law.

     3.     Term of the Venture.
            --------------------

     The term of the  Venture  shall  commence  on the  date  hereof  and  shall
terminate  on  December  31,  2011,  unless  sooner  dissolved  pursuant  to any
provisions  hereof,  or unless  extended beyond such period by agreement of both
Venturers;  however,  the Venture shall continue after the dissolution  date for
the sole  purpose of winding up its business and affairs as provided for in this
Agreement.

     4.     Office of the Venture.
            ----------------------

     The  principal  office of the Venture  shall be 8014 SW 135th  Street Road,
Ocala,  Florida 34473,  or at such other place as shall be agreed upon from time
to time by the Venturers.


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     5.     Contributions to the Venture.
            -----------------------------

     A. Scafholding shall provide the Scafholding  Venture with funds sufficient
for  acquisition  of  Property  and the tax  certificates  and the tax deeds for
Property,  as well as provide  working  capital as determined to be necessary to
carry out the purposes of this  Agreement.  The interest rate on the outstanding
debt shall be equal to the prime rate as of July 1, 2001 plus one  percent.  The
Scafholding  Venture shall not be required to make interest payments.  A capital
contributions  account shall be  established  and  maintained  for  Scafholding.
Scafholding  shall be credited with the amount of all cash  contributions to the
capital of the Venture, plus all interest accrued thereon.

     B. Deltona  shall provide  administrative  and  managerial  services to the
venture as well as access to its sales and marketing organizations for marketing
of the Properties.  For these services,  the Scafholding  Venture will reimburse
Deltona  for all  commissions  and  other  marketing  costs  paid on  behalf  of
Scafholding  Venture plus an  administrative  fee of ten percent  (10%) of sales
consummated.

     6.     Percentage Interests of the Venturers in the Venture.
            -----------------------------------------------------

     Scafholding  and Deltona shall each own a fifty  percent (50%)  interest in
the Venture.  Reimbursement  to Scafholding  for all capital  contributions  and
reimbursement to Deltona for all commissions,  marketing and other costs paid on
behalf of  Scafholding  Venture  plus  administrative  fees shall  occur  before
distributions of any net proceeds to the venturers.

     7.    Management of the Venture.
           --------------------------

     A. Deltona shall be the Manager of the Venture,  which will be  responsible
for the management and operation of the affairs,  activities and business of the
Venture.  Deltona shall report the activities of the Venture to Scafholding on a
regular  basis,   including  all  receipts  and  expenditures  of  the  Venture.
Notwithstanding the foregoing,  Deltona shall not have the authority to take any
of  the  following  actions  on  behalf  of  the  Venture  without  the  written
authorization of Scafholding:

          (i)  the execution of any mortgage or security  agreement covering all
               or any portion of the Property in the Venture;

          (ii) the  sale,  lease  or other  disposition  of any  portion  of the
               Properties  except in the normal and ordinary  course of business
               of the Venture,  provided that the sale of lots shall  constitute
               the normal and ordinary course of business of the Venture;

          (iii) confess a judgement against the Venture; or

          (iv) any act which would make it  impossible  to carry on the ordinary
               business of the Venture.

     B. As manager of the Venture,  Deltona  shall use its best efforts to cause
the  Venture  to market  and sell the  Property  as  expeditiously  as  possible
consistent with sound development and marketing  principles in order to generate
the maximum profit from the sale of the Properties.

     C.  Scafholding BV reserves the right to have the final approval  authority
over any transaction be it ordinary or otherwise.

     8.  Payments to the Venturers
         -------------------------

     No  distributions  or other  compensation  shall be paid by the  Venture to
either  Venturer  until all debts of the  Venture are paid and  Scafholding  and
Deltona are  reimbursed as provided for in paragraph 5 above.  Thereafter,  each
Venturer shall be entitled to receive fifty percent (50%) of the net proceeds of
the  Venture.  Net proceeds  consist of proceeds  from tax payments and interest
thereon and proceeds from contracts  receivable,  less and except all direct and
indirect  marketing  and  administration  costs  including,  but not limited to,
payment of real estate taxes, payment of


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commissions to real estate brokers and salespersons, other costs associated with
the sales or  administration  of the Property.  Distributions  will be made on a
monthly  basis to the  Venturers and may be made in the form of cash or accounts
receivable of the Venture.

     9. Indemnity

     The Venturers  agree to indemnify each other or any subsidiary or affiliate
of the other or any of their respective employees,  agents,  representatives and
officers or directors  and agrees to hold each other  harmless  from and against
all liability,  claims,  damages, loses and expenses,  including court costs and
attorneys'  fees  arising  out of actions  resulting  from breach of any duty or
obligation or representation of the other.  Deltona,  as Manager of the Venture,
shall cause the Venture to defend,  at the Ventures  expense,  any and all suits
brought  against the Venture,  or otherwise  settle or compromise  such suits or
claims.  The venture  indemnifies  and will defend the  venturers  regarding any
claim for negligence or other claims asserted against the venture that result in
joining the venture parties.

     10. Dissolution of the Venture
         --------------------------

     This Venture shall be dissolved upon the occurrence of any of the following
events:

     A. the expiration of the term of the Venture or of any extension or renewal
thereof as provided for in this Agreement;

     B. the sale by the  Venture of all  Property  and the  receipt of all money
payable to the Venture on the sale of such Property;

     C. upon mutual written consent of the Venturers;

     D. upon filing of a petition under any provision of the Federal  Bankruptcy
Act or a  decree  or  order by a court of  competent  jurisdiction  declaring  a
Venturer insolvent or bankrupt ;

     E. upon  consent by either  Venturer  to the  appointment  of a receiver or
trustee or assignee for the benefit of creditors; or

     F.  upon  the  failure  of  either  Venturer  to  perform  its  duties  and
obligations  hereunder and  continuation of such failure or default for a period
of thirty (30) days after written notice from the other Venturer.

     11.  Liquidation  of  the  Venture
          -----------------------------

     Upon the  dissolution of the Venture for any reason,  all of the assets and
Property of the Venture, including but not limited to any Property held by or on
behalf of the Venture,  any sales proceeds held on account for the Venture,  any
cash held on behalf of the Venture and any  contracts  or  mortgages  receivable
held on behalf of the Venture,  shall be applied and  distributed  in cash or in
kind in the following order:

     A. all of the debts of the Venture, including interest, costs , liabilities
and commissions incurred by or on behalf of the Venture;

     B.  repayment  of the  capital  contributions  made by  Scafholding  to the
Venture and administrative fees to Deltona; and finally

     C. equal distribution of the remainder to the Venturers.

     12.  Accounting and Reports of the Venture
          -------------------------------------

     A. The Venture shall adopt  methods of accounting in accordance  with sound
and generally accepted  accounting  principles and format for state and federal,
income tax reporting purposes. Its fiscal year shall end


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December 31 of each year for such tax reporting purposes. All other decisions as
to tax a accounting  elections,  accounting  principles including decisions with
respect to the assets of the Venture  whether for book or tax purposes  shall be
made by mutual agreement of the Venturers.

     B. At the end of each  month,  Deltona,  as manager of the  Venture,  shall
deliver to Scafholding a statement  showing the results of operations during the
preceding  month and for year to date and  containing a balance  sheet as of the
end of each quarter.

     C. At the end of each  month,  Deltona,  as manager of the  Venture,  shall
deliver to  Scafholding  a trial  balance and final proof  showing the contracts
receivable in the Venture  identified  by separate  factor code "T" as well as a
report of any  distributions  to the  Venturers  of net  proceeds in the form of
assignment of contracts or mortgages receivable.

     13. Bank Accounts
         --------------

     The Venture will  maintain  bank  accounts in its name in such banks as the
Venturers  mutually  designate,  which  accounts  shall be  exclusively  for the
deposit and disbursement of all funds from the Venture. All funds of the Venture
shall be promptly deposited into such accounts.

     14. General Warranties and Representations
         --------------------------------------

     A. Deltona shall act as bidder on behalf of the Venture at tax  certificate
sales and at auctions for tax deed sales. Tax certificates and Property acquired
by Deltona as Manager of the Venture  shall be held by Deltona free and clear of
all liens and encumbrances, for the benefit of the Venturers.

     B. Deltona is the  Developer  of Marion Oaks Units 1 -12 in Marion  County,
Florida  and  Sunny  Hills  Units  1-19 in  Washington  County,  Florida  and is
registered  as such with the  Division of Florida Land Sales,  Condominiums  and
Mobile Homes of the Department of Business and Professional Regulation,  HUD and
certain other state agencies.

     15. Insurance
         ---------

     The  venture  shall  obtain  casualty  and  liability  insurance  as deemed
necessary as determined by Deltona. The cost shall be paid by the venture.

     16. Notices
         -------

     Any notice to be given or to be served upon either  Venturer in  connection
with this  Agreement  must be in  writing  and shall be deemed to be given  when
deposited in the mails and verified through facsimile  transmission and received
by the party to whom it is addressed.  Such notices shall be sent to the parties
hereto at the following addresses,  unless such addresses are amended in writing
by either Venturer:

     SCAFHOLDING
     Five Points as Trustee for Scafholding BV
     8014 SW 135th Street Road
     Ocala, FL 34473

     DELTONA
     Ms. Sharon Hummerhielm, Executive Vice President
     The Deltona Corporation
     8014 SW 135th Street Road
     Ocala, FL 34473


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     17. Binding Effect
         --------------

     This Agreement and the  covenants,  obligations,  undertakings,  rights and
benefits  hereof  shall be binding  upon.  And shall inure to the benefit of the
respective  parties hereto and their respective  heirs,  legal  representatives,
successors and assigns.

     18. Entire Agreement; Modifications
         -------------------------------

     This Agreement  constitutes  the entire  understanding  between the parties
with respect to the  formation of the Venture.  Neither this  Agreement  nor any
provision  hereof may be waived,  modified,  amended,  discharged  or terminated
except by an instrument in writing signed by both parties.

     19. Severability
         ------------

     If any  provision  of this  Agreement  is held to be  illegal,  invalid  or
unenforceable  under  present or future laws  effective  during the term of this
Agreement, the legality, validity and enforceability of the remaining provisions
of this Agreement shall not be affected thereby.

     20. Interpretation and Construction
         -------------------------------

     Whenever the context hereof shall  require,  the singular shall include the
plural,  the male gender shall include the female gender and the neuter and vice
versa.  This  Agreement  and the  rights  and  obligations  hereunder  shall  be
construed in accordance with the laws of the State of Florida.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Trust Agreement
as of the day and year first above written.

THE DELTONA CORPORATION                  FIVE POINT TITLE SERVICES
                                         COMPANY, INC., AS TRUSTEE FOR
                                         SCAFHOLDING B.V.


By:    /s/ Sharon J. Hummerhielm         By:   /s/Nancy Roche
      --------------------------            ---------------------------
    Sharon J. Hummerhielm, Exec. VP         Nancy Roche, President




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