EXHIBIT 10(nn)

[STATE OF                 STATE OF FLORIDA
 FLORIDA                  DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION
 SEAL]                    ------------------------------------------------------
                          Lawton Chiles                      Richard T. Farrell
                            Governor                              Secretary

Sharon J. Hummerhielm, Vice President
The Deltona Corporation
999 Brickell Avenue, Suite 700
Miami, Florida 33131

RE:  The Deltona Corporation - DE00009781
     Material Change No. MC00005345
     Stock Sale/Sale of Receivables/Release of Liens/Lot Exchange Trust

Dear Ms. Hummerhielm:

This letter is in response to the material change request number MC00005345.

As the Division understands the material change request submitted by The Deltona
Corporation  ("Deltona"),  Deltona  intends to sell  approximately  6.8  million
shares of Common  Stock  ($1.00 par value) and use the  proceeds to reduce their
outstanding debt. To further reduce debt,  Deltona will sell to its lenders $7.5
million in contracts  receivable.  Since these receivables are subject to a lien
placed by the  Division,  Deltona has  requested  that the Division  release the
liens on all of their  receivables  and its  mortgage on property in Marion Oaks
and Sunny Hills.  In place of these liens and  mortgage,  a Lot  Exchange  Trust
Agreement will be executed that will set aside certain lots for purchasers whose
contracts have been or will be breached.

Based on the information  above and the assertions made by Deltona,  the Divison
does hereby grant  conceptual  approval of  MC00005345.  Final  approval will be
based upon receipt of all final and/or recorded  documents,  particularly  those
surrounding the sale of stock and sale of receivables.

THIS  APPROVAL  ONLY VERIFIES  YOUR  COMPLIANCE  WITH THE FILING AND  DISCLOSURE
-------------------------------------------------------------------------------
REQUIREMENTS  OF CHAPTER 498,  FLORIDA  STATUTES,  AND DOES NOT  CONSTITUTE  THE
-------------------------------------------------------------------------------
DIVISION'S ENDORSEMENT OF THE OFFERING, DEVELOPMENT, OR ANY REPRESENTATIONS MADE
-------------------------------------------------------------------------------
ABOUT THE SUBJECT OF THIS FILING.  THIS APPROVAL DOES NOT RELIEVE THE REGISTRANT
-------------------------------------------------------------------------------
OF ANY DUTY OR RESPONSIBILITY UNDER THE FLORIDA STATUTES,  THE RULES PROMULGATED
-------------------------------------------------------------------------------
BY THE DIVISION THEREUNDER, OR ANY APPLICABLE LAW.
-------------------------------------------------


Examined by:                            Sincerely,




/s/ Manny J. Bas                        /s/ James F. Mullins, Chief
-----------------------------           ---------------------------
Financial Examiner/Analyst II           Bureau of Land Sales Regulation

JEM/MJB

         DIVISION OF FLORIDA LAND SALES, CONDOMINIUMS AND MOBILE HOMES
                       BUREAU OF LAND SALES REGISTRATION
 NORTHWOOD CENTRE * 1940 NORTH MONROE STREET * TALLAHASSEE, FLORIDA 32399-1034
                 Telephone (904) 488-1122 * Fax (904) 921-5450