EXHIBIT 10(ll)

This Instrument Prepared By:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P.A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131

WARRANTY DEED TO TRUSTEE UNDER TRUST AGREEMENT
PURSUANT TO SECTION 689.071, FLORIDA STATUTES

         This Indenture, made this 13 day of November, 1997, Between THE DELTONA
CORPORATION,  a corporation  existing under the laws of the State of Delaware, a
domestic corporation of United States tax purposes whose Federal  Identification
No. is  59-0997584,  having its  principal  place of  business  at 999  Brickell
Avenue,  Suite 700, Miami,  Florida 33131,  and lawfully  authorized to transact
business in the State of Florida,  grantor*, and FIVE POINTS TITLE SERVICES CO.,
INC., a Florida  corporation,  as Trustee under the provisions of a Lot Exchange
Trust  Agreement  dated November 13, 1997,  TIN#  59-1811722,  whose post office
address is: 999 Brickell Avenue,  Suite 700, Miami,  Florida 33131,  hereinafter
called the grantee*.


         WITNESSETH:  That said grantor,  for and in consideration of the sum of
TEN AND NO/100 ($10.00) Dollars,  and other good and valuable  considerations to
said  grantor  in hand  paid by said  grantee,  the  receipt  whereof  is hereby
acknowledged,  grants, bargains, sells, aliens, remises,  releases,  conveys and
confirms unto the grantee,  the following  described  land,  situate,  lying and
being in Marion County, Florida, to wit:


         SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF


         To Have And To Hold the said property in fee simple upon the trusts and
for the uses and purposes herein and in said trust agreement set forth.

IT IS THE INTENT OF THE PARTIES  HERETO THAT THE INTEREST OF THE GRANTEE IS
THAT OF A TRUSTEE  UNDER THE  PROVISIONS  OF SECTION  689.071  FLORIDA  STATUTES
(1991).

         Full power and authority is hereby granted to the Trustee and Trustee's
successors  and  assigns,  to deal  in or with  the  property,  and to  protect,
conserve and to sell,  or to lease,  or to encumber,  or otherwise to manage and
dispose of the property.

         The interest of each  beneficiary  under the Trust Agreement and of all
persons  claiming  under  them or any of them  shall be only in the  possession,
earnings, avails and proceeds arising from the sale or other disposition of said
property,  and such interest is hereby declared to be personal property,  and no
beneficiary hereunder shall have any title or interest,  legal or equitable,  in
or to said property as such.

<PAGE>
         And the Grantor  covenants  with the Trustee  that  Grantor is lawfully
seized of said  property  in fee  simple;  that the  Grantor  has good right and
lawful authority to sell and convey said property; that said grantor does hereby
fully  warrant the title to said land,  and will  defend  that same  against the
lawful claims of all persons  whomsoever;  and that said property is free of all
encumbrances, except taxes for the year 1997 and subsequent years.

         Subject to  restrictions,  reservations,  easements and  limitations of
record,  if any,  provided  that this shall not serve to reimpose  same,  zoning
ordinances, and taxes for the current year and subsequent years.

                    *"Grantor" and "grantee" are used for singular or plural, as
context requires.

         In Witness Whereof,  Grantor has caused this Deed to be executed by its
authorized  officer and its corporate  seal to be affixed the day and year first
above written.

Signed, sealed and delivered in our presence.



/s/ Sharon Hummerhielm                       THE DELTONA CORPORATION,
-------------------------------
Witness Sharon Hummerhielm                   a Delaware corporation

/s/ Deborah J.  Lees                         By:/s/ Earle D.  Cortright, Jr.
-------------------------------              ----------------------------------
Witness Deborah J.  Lees                     EARLE D. CORTRIGHT, JR., President

STATE OF FLORIDA
COUNTY OF DADE

         The  foregoing  instrument  was  acknowledged  before me this 13 day of
November,  1997,  by  EARLE  D.  CORTRIGHT,   JR.,  President  of  THE  DELTONA
CORPORATION,  a  Delaware  corporation,  on  behalf  of the  corporation,  under
authority  duly  vested  in him by said  corporation  and that the seal  affixed
hereto is the true corporate seal of said corporation. He is personally known to
me.

                                            /s/ Sharon J.  Hummerhielm
                                            ----------------------------------
                                            Notary Public

<PAGE>
                         EXHIBIT "A" - LEGAL DESCRIPTION
                               LOT EXCHANGE TRUST
                               ------------------
MARION OAKS
-----------
<TABLE>
<CAPTION>
Those  certain  Lots and Blocks lying in and being a part of MARION OAKS UNIT 6,
according  to the Plat  thereof,  as  recorded in Plat Book 0, Pages 107 through
139,  inclusive,  of the Public  Records of Marion County,  Florida,  being more
particularly described as follows:

                  Unit              Block            Lot              Parcel Identification No.
                  ----              ------           ---              -------------------------
<S>               <C>               <C>              <C>              <C>
                  6                 337              5                 8006-0337-05
                  6                 630              2                 8006-0630-02
                  6                 630              3                 8006-0630-03
                  6                 635              1                 8006-0635-01
                  6                 635              4                 8006-0635-04
                  6                 635              5                 8006-0635-05
                  6                 673              10                8010-0673-10

</TABLE>
<TABLE>
<CAPTION>
Those  certain  Lots and Blocks lying in and being a part of MARION OAKS UNIT 7,
according  to the Plat  thereof,  as  recorded in Plat Book 0, Pages 140 through
153,  inclusive,  of the Public  Records of Marion County,  Florida,  being more
particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              ------           ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  7                 1095             2                 8007-1095-02
                  7                 1099             2                 8007-1099-02
                  7                 1099             4                 8007-1099-04
                  7                 1099             5                 8007-1099-05
</TABLE>
<TABLE>
<CAPTION>
Those  certain  Lots and Blocks lying in and being a part of MARION OAKS UNIT 9,
according  to the Plat  thereof,  as  recorded in Plat Book 0, Pages 164 through
193,  inclusive,  of the Public  Records of Marion County,  Florida,  being more
particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              ------           ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  9                 1133             16                8009-1133-16
                  9                 1142             1                 8009-1142-01
                  9                 1142             10                8009-1142-10
                  9                 1142             11                8009-1142-11
                  9                 1142             12                8009-1142-12
                  9                 1193             6                 8009-1193-06
                  9                 1214             3                 8009-1214-03
</TABLE>
<TABLE>
<CAPTION>
Those  certain Lots and Blocks lying in and being a part of MARION OAKS UNIT 12,
according to the Plat thereof, as recorded in Plat Book 0, Pages 225 through 236
inclusive,  of  the  Public  Records  of  Marion  County,  Florida,  being  more
particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              ------           ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  12                1412             18                8012-1412-18
                  12                1412             22                8012-1412-22
</TABLE>
<PAGE>
This Instrument Prepared By:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P.A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131

WARRANTY DEED TO TRUSTEE UNDER TRUST AGREEMENT
PURSUANT TO SECTION 689.071, FLORIDA STATUTES

         This Indenture, made this 13 day of November, 1997, Between THE DELTONA
CORPORATION,  a corporation  existing under the laws of the State of Delaware, a
domestic corporation of United States tax purposes whose Federal  Identification
No. is  59-0997584,  having its  principal  place of  business  at 999  Brickell
Avenue,  Suite 700, Miami,  Florida 33131,  and lawfully  authorized to transact
business in the State of Florida,  grantor*, and FIVE POINTS TITLE SERVICES CO.,
INC., a Florida  corporation,  as Trustee under the provisions of a Lot Exchange
Trust  Agreement dated November 13 , 1997,  TIN#  59-1811722,  whose post office
address is: 999 Brickell Avenue,  Suite 700, Miami,  Florida 33131,  hereinafter
called the grantee*.


         WITNESSETH:  That said grantor,  for and in consideration of the sum of
TEN AND NO/100 ($10.00) Dollars,  and other good and valuable  considerations to
said  grantor  in hand  paid by said  grantee,  the  receipt  whereof  is hereby
acknowledged,  grants, bargains, sells, aliens, remises,  releases,  conveys and
confirms unto the grantee,  the following  described  land,  situate,  lying and
being in Washington County, Florida, to wit:


         SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF


         To Have And To Hold the said property in fee simple upon the trusts and
for the uses and purposes herein and in said trust agreement set forth.

IT IS THE INTENT OF THE PARTIES  HERETO THAT THE INTEREST OF THE GRANTEE IS
THAT OF A TRUSTEE  UNDER THE  PROVISIONS  OF SECTION  689.071  FLORIDA  STATUTES
(1991).

         Full power and authority is hereby granted to the Trustee and Trustee's
successors  and  assigns,  to deal  in or with  the  property,  and to  protect,
conserve and to sell,  or to lease,  or to encumber,  or otherwise to manage and
dispose of the property.

         The interest of each  beneficiary  under the Trust Agreement and of all
persons  claiming  under  them or any of them  shall be only in the  possession,
earnings, avails and proceeds arising from the sale or other disposition of said
property,  and such interest is hereby declared to be personal property,  and no
beneficiary hereunder shall have any title or interest,  legal or equitable,  in
or to said property as such.

<PAGE>
         And the Grantor  covenants  with the Trustee  that  Grantor is lawfully
seized of said  property  in fee  simple;  that the  Grantor  has good right and
lawful authority to sell and convey said property; that said grantor does hereby
fully  warrant the title to said land,  and will  defend  that same  against the
lawful claims of all persons  whomsoever;  and that said property is free of all
encumbrances, except taxes for the year 1997 and subsequent years.

         Subject to  restrictions,  reservations,  easements and  limitations of
record,  if any,  provided  that this shall not serve to reimpose  same,  zoning
ordinances, and taxes for the current year and subsequent years.

                    *"Grantor" and "grantee" are used for singular or plural, as
context requires.

         In Witness Whereof,  Grantor has caused this Deed to be executed by its
authorized  officer and its corporate  seal to be affixed the day and year first
above written.

Signed, sealed and delivered in our presence.


/s/ Sharon Hummerhielm                    THE DELTONA CORPORATION,
------------------------------
Witness Sharon Hummerhielm                a Delaware corporation


/s/ Deborah J.  Lees                      By:/s/ Earle D.  Cortright, Jr.
--------------------------                   ----------------------------------
Witness                                       EARLE D. CORTRIGHT, JR., President


STATE OF FLORIDA
COUNTY OF DADE

         The  foregoing  instrument  was  acknowledg  d before me this 13 day of
November,   1997,  by  EARLE  D.  CORTRIGHT,   JR.,  President  of  THE  DELTONA
CORPORATION,  a  Delaware  corporation,  on  behalf  of the  corporation,  under
authority  duly  vested  in him by said  corporation  and that the seal  affixed
hereto is the true corporate seal of said corporation. He is personally known to
me.

                                             /s/ Sharon J.  Hummerhielm
                                             ---------------------------------
                                             Notary Public

<PAGE>
                         EXHIBIT "A" - LEGAL DESCRIPTION
                               LOT EXCHANGE TRUST
                               ------------------
SUNNY HILLS
-----------
<TABLE>
<CAPTION>
Those  certain  Lots and  Blocks  lying in and being a part of SUNNY  HILLS UNIT
SEVEN,  according  to the Plat  thereof,  as  recorded  in Plat Book 2, Pages 77
through 86,  inclusive,  of the Public  Records of Washington  County,  Florida,
being more particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              -----            ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  7                 416              20                07-20-0416
                  7                 416              22                07-22-0416
                  7                 416              23                07-23-0416
                  7                 416              35                07-35-0416
                  7                 416              36                07-36-0416
                  7                 458              11                07-11-0458
                  7                 458              12                07-12-0458
                  7                 458              15                07-15-0458
                  7                 460              4                 07-05-0460

</TABLE>
<TABLE>
<CAPTION>
Those  certain  Lots and  Blocks  lying in and being a part of SUNNY  HILLS UNIT
EIGHT,  according  to the Plat  thereof,  as  recorded  in Plat Book 2, Pages 88
through 101,  inclusive,  of the Public Records of Washington  County,  Florida,
being more particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              -----            ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  8                 519              6                 08-06-0519
                  8                 526              12                08-12-0526
                  8                 537              5                 08-05-0537
                  8                 538              11                08-11-0538
                  8                 542              3                 08-03-0542

</TABLE>
<TABLE>
<CAPTION>
Those  certain  Lots and  Blocks  lying in and being a part of SUNNY  HILLS UNIT
NINE,  according  to the Plat  thereof,  as  recorded  in Plat Book 2, Pages 103
through 107,  inclusive,  of the Public Records of Washington  County,  Florida,
being more particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              -----            ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  9                 545              2                 09-02-0545
                  9                 547              31                09-31-0547
                  9                 554              3                 09-03-0554
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT TEN,
according  to the Plat  thereof,  as  recorded in Plat Book 2, Pages 108 through
118, inclusive,  of the Public Records of Washington County, Florida, being more
particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              -----            ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  10                584              3                 10-03-0584
                  10                584              29                10-29-0584
                  10                585              8                 10-08-0585
                  10                585              9                 10-09-0585
                  10                585              16                10-16-0585
                  10                586              1                 10-01-0586
                  10                586              4                 10-04-0586
                  10                586              13                10-13-0586
                  10                586              19                10-19-0586
                  10                613              16                10-16-0613
                  10                614              2                 10-02-0614
</TABLE>
<PAGE>
                         EXHIBIT "A" - LEGAL DESCRIPTION
                               LOT EXCHANGE TRUST
                               ------------------
SUNNY HILLS (CONTINUED)
-----------------------
<TABLE>
<CAPTION>
Those  certain  Lots and  Blocks  lying in and being a part of SUNNY  HILLS UNIT
ELEVEN,  according  to the Plat  thereof,  as recorded in Plat Book 2, Pages 120
through 128,  inclusive,  of the Public Records of Washington  County,  Florida,
being more particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              -----            ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  11                743              54                11-54-0743
                  11                749              23                11-23-0749
                  11                752              6                 11-06-0752
                  11                767              1                 11-01-0767
                  11                768              10                11-10-0768
                  11                768              11                11-11-0768
                  11                768              12                11-12-0768
                  11                768              13                11-13-0768
                  11                768              19                11-19-0768
                  11                769              10                11-10-0769
                  11                769              11                11-11-0769
                  11                769              12                11-12-0769
                  11                769              13                11-13-0769
                  11                771              17                11-17-0771
                  11                775              11                11-11-0775
                  11                775              12                11-11-0775
                  11                777              4                 11-04-0777
                  11                778              5                 11-05-0778
                  11                778              6                 11-06-0778
                  11                778              32                11-32-0778
                  11                779              1                 11-01-0779
                  11                779              8                 11-08-0779
                  11                779              10                11-10-0779
                  11                779              11                11-11-0779
                  11                779              12                11-12-0779
                  11                781              7                 11-07-0781
                  11                781              19                11-19-0781
                  11                781              20                11-20-0781
                  11                781              21                11-21-0781
                  11                784              6                 11-06-0784
                  11                785              4                 11-04-0785
                  11                786              3                 11-03-0786
                  11                786              4                 11-04-0786
                  11                786              10                11-10-0786
                  11                815              7                 11-07-0815
                  11                815              28                11-28-0815
                  11                816              41                11-41-0816
                  11                820              10                11-10-0820
                  11                820              11                11-11-0820
                  11                820              12                11-12-0820
                  11                820              13                11-13-0820
                  11                822              44                11-44-0822
</TABLE>
<PAGE>
                         EXHIBIT "A" - LEGAL DESCRIPTION
                               LOT EXCHANGE TRUST
                               ------------------

SUNNY HILLS(CONTINUED)
----------------------
<TABLE>
<CAPTION>
Those  certain  Lots and  Blocks  lying in and being a part of SUNNY  HILLS UNIT
TWELVE,  according  to the Plat  thereof,  as recorded in Plat Book 2, Pages 129
through 138,  inclusive,  of the Public Records of Washington  County,  Florida,
being more particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              -----            ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  12                999              7                 12-07-0999
                  12                999              19                12-19-0999
                  12                1000             1                 12-01-1000
                  12                1000             3                 12-03-1000
                  12                1000             8                 12-08-1000
                  12                1000             11                12-11-1000
                  12                1001             8                 12-08-1001
                  12                1001             9                 12-09-1001
                  12                1001             12                12-12-1001
                  12                1001             19                12-19-1001
                  12                1001             24                12-24-1001
                  12                1001             27                12-27-1001
                  12                1002             1                 12-01-1002
                  12                1002             2                 12-02-1002
                  12                1002             3                 12-03-1002
                  12                1002             10                12-10-1002
                  12                1002             11                12-11-1002
                  12                1003             12                12-12-1003
                  12                1003             15                12-15-1003
                  12                1003             16                12-16-1003
                  12                1003             20                12-20-1003
                  12                1003             21                12-21-1003
                  12                1003             22                12-22-1003
                  12                1003             23                12-23-1003
                  12                1003             24                12-24-1003
                  12                1004             6                 12-06-1004
                  12                1004             7                 12-07-1004
                  12                1004             8                 12-08-1004
                  12                1004             9                 12-09-1004
                  12                1004             12                12-12-1004
                  12                1004             13                12-13-1004
                  12                1005             3                 12-03-1005
                  12                1005             4                 12-04-1005
                  12                1005             5                 12-05-1005
                  12                1005             6                 12-06-1005
                  12                1005             9                 12-09-1005
                  12                1005             11                12-11-1005
                  12                1005             22                12-22-1005
                  12                1006             3                 12-03-1006
                  12                1006             13                12-13-1006
                  12                1007             3                 12-03-1007
                  12                1007             11                12-11-1007
                  12                1007             12                12-12-1007
</TABLE>
<PAGE>
                         EXHIBIT "A" - LEGAL DESCRIPTION
                               LOT EXCHANGE TRUST
                               ------------------

SUNNY HILLS(CONTINUED)
----------------------
<TABLE>
<CAPTION>
Those  certain  Lots and  Blocks  lying in and being a part of SUNNY  HILLS UNIT
TWELVE,  according  to the Plat  thereof,  as recorded in Plat Book 2, Pages 129
through 138,  inclusive,  of the Public Records of Washington  County,  Florida,
being more particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              -----            ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  12                1007             13                12-13-1007
                  12                1007             17                12-17-1007
                  12                1007             18                12-18-1007
                  12                1007             19                12-19-1007
                  12                1007             20                12-20-1007
                  12                1007             23                12-23-1007
                  12                1007             25                12-25-1007
                  12                1008             19                12-19-1008
                  12                1008             20                12-20-1008
                  12                1008             37                12-37-1008

</TABLE>
<PAGE>
                         EXHIBIT "A" - LEGAL DESCRIPTION
                               LOT EXCHANGE TRUST
                               ------------------

SUNNY HILLS(CONTINUED)
----------------------
<TABLE>
<CAPTION>
Those  certain  Lots and  Blocks  lying in and being a part of SUNNY  HILLS UNIT
SIXTEEN,  according  to the Plat  thereof,  as recorded in Plat Book 3, Pages 50
through 58,  inclusive,  of the Public  Records of Washington  County,  Florida,
being more particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              ------           ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  16                596              11                16-11-0596
                  16                637              22                16-22-0637
                  16                787              14                16-14-0787
                  16                788              7                 16-07-0788
                  16                788              8                 16-08-0788
                  16                788              9                 16-09-0788
                  16                788              11                16-11-0788
                  16                791              1                 16-01-0791
                  16                791              22                16-22-0791
                  16                791              23                16-23-0791
                  16                793              6                 16-06-0793
                  16                793              7                 16-07-0793
                  16                801              7                 16-07-0801
                  16                801              12                16-12-0801
                  16                805              5                 16-05-0805
                  16                806              1                 16-01-0806
                  16                809              1                 16-01-0809
                  16                810              16                16-16-0810
                  16                812              1                 16-01-0812
                  16                814              31                16-31-0814
</TABLE>
<TABLE>
<CAPTION>
Those  certain  Lots and  Blocks  lying in and being a part of SUNNY  HILLS UNIT
NINETEEN,  according to the Plat  thereof,  as recorded in Plat Book 3, Pages 65
through 79,  inclusive,  of the Public  Records of Washington  County,  Florida,
being more particularly described as follows:

                  Unit              Block            Lot               Parcel Identification No.
                  ----              ------           ---               -------------------------
<S>               <C>               <C>              <C>               <C>
                  19                1075             17                19-17-1075
                  19                1083             4                 19-04-1083
</TABLE>