EXHIBIT 4(p)

This Instrument Prepared by:
James Paul, Esquire
Haley, Sinagra & Perez, PA
100 S. Biscayne Boulevard, Suite 800
Miami, FL 33131

            CONSOLIDATED MORTGAGE MODIFICATION AND SPREADER AGREEMENT
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     THIS  CONSOLIDATED   MORTGAGE  MODIFICATION  AND  SPREADER  AGREEMENT  (the
"Agreement"), made this 13 day of November, 1997, is among YASAWA HOLDING, N.V.,
a Netherlands Antilles corporation ("Mortgagee"); and THE DELTONA CORPORATION, a
Delaware  corporation,  DLIC,  INC.,  a  Florida  corporation,  DELTONA  LAND  &
INVESTMENT CORP., a Florida corporation,  THREE SEASONS  CORPORATION,  a Florida
corporation, and DELTONA CONSTRUCTION COMPANY, INC. (formerly known as Deltona's
Mackle-Built  Construction  Company,  Inc.) a Florida corporation  (collectively
"Mortgagor").

                                 R E C I T A L S

     A.  Mortgagor and certain other  corporations,  entered into a Consolidated
Mortgage Modification and Spreader Agreement ("Mortgage") with Citibank, N.A., a
national  banking  association  organized under the laws of the United States of
America  for  itself  and  as  Agent  for  Chemical  Bank,  a New  York  banking
corporation,   and  Fleet   National  Bank,  a  national   banking   corporation
(hereinafter  collectively  called  "Banks") dated June 18, 1992 and recorded as
set forth in Schedules A, B and C annexed hereto.

     B. All right, title and interest of the Banks in, to and under the Mortgage
was assigned by the Banks to Anthony Gram pursuant to that certain Assignment of
Mortgage dated December 4, 1992, and recorded as set forth in Schedule D annexed
hereto,  who immediately  assigned all right,  title and interest of Antony Gram
in, to and under the Mortgage to Mortgagee  pursuant to that certain  Assignment
of  Mortgage  dated  December 4, 1992,  and  recorded as set forth in Schedule E
annexed hereto.


NO ADDITIONAL  DOCUMENTARY  STAMP TAXES OR INTANGIBLE TAX IS DUE WITH RESPECT TO
THIS INSTRUMENT AS NO ADDITIONAL MONIES ARE BEING ADVANCED PURSUANT HERETO.

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     C. One or more of the corporations constituting Mortgagor are owners of fee
simple title to those certain plots, pieces or parcels of land,  situate,  lying
and  being  in  the  Counties  of  Marion  and  Washington,   Florida,  as  more
particularly  described on Exhibit A annexed hereto (the  "Additional  Mortgaged
Property")  and the  parties  desire to spread the lien of the  Mortgage to such
property.

     D.  Mortgagor and Mortgagee  desire to amend the terms for repayment of the
outstanding balance due under the Mortgage.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements  hereinafter set forth, and other good and valuable consideration
the receipt and  sufficiency  of which are hereby  acknowledged,  Mortgagor  and
Mortgagee hereby agree as follows:

     1.  Definitions.  Unless otherwise  defined herein,  all capitalized  terms
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shall have the same  meaning as in the Eighth  Amendment  and  Consolidation  of
Credit and Security  Agreement  among Mortgagor and Mortgagee dated November 13,
1997 as the same may be  amended  from time to time  ("Credit  Agreement").  All
references in the Mortgage to the Note(s) and Credit  Agreement  shall hereafter
refer to and mean the existing  Notes and Credit  Agreement,  as the same may be
amended from time to time hereafter or simultaneously  herewith. In the event of
any conflict  between the terms and provisions of the Mortgage and the terms and
provisions  of the  Credit  Agreement,  the terms and  provisions  of the Credit
Agreement shall govern and control.

     2.  Reaffirmation.  Mortgagor  hereby  reaffirms  and  ratifies  the liens,
         -------------
security interests and assignments  created by the Mortgage and acknowledges and
agrees that the  Mortgage  as spread  hereby  constitutes  the valid and binding
obligation of Mortgagor,  enforceable in connection with its terms,  without any
defense,  offset, claim or counterclaim of any nature.  Nothing contained herein
shall  invalidate  any  security  now held by  Mortgagee  no impair the existing
priority  of the lien and  effect  of the  mortgage  or  release  any  covenant,
condition,  agreement or stipulation in the Mortgage as spread hereby and except
as expressly  modified by this Agreement,  the same shall continue in full force
and effect and Mortgagor  hereby  ratifies and confirms  each of the  covenants,
agreements, conditions and stipulations therein.

     3.  Spreader.  The lien of the Mortgage is hereby  spread so as to encumber
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all right,  title and interest of Mortgagor in and to the  Additional  Mortgaged
Property,  together  with and  including the  easements,  rights and  privileges
thereunto belonging.  The Mortgagor confirms that upon recording this AGreement,
all properties owned by Mortgagor are encumbered hereunder with the exception of
properties encumbered by a mortgage to "Lichtigman".

     4. Release. Notwithstanding anything contained herein to the contrary, this
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Agreement shall not operate to impliedly release any of the property  encumbered
by the Mortgage to the extent that such property  remains  encumbered as of this
date.  This  Agreement  shall  not  serve to re-

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encumber  property  previously  released  from the lien and  effect  of the
Mortgage except for the Additional  Mortgaged  Property  identified in Exhibit A
annexed  hereto.  Mortgagor  hereby agrees to execute all required  documents to
effect  a spread  of the lien and  effect  of this  Mortgage  to all  properties
previously released from this mortgage for the purpose of granting a mortgage to
another  person or entity if and when said  other  mortgage  is  released.  With
respect to the portions of the Mortgaged Property which are Registered Lots, the
issuance  by  Mortgagor  of a deed to a  purchaser  of a  Registered  Lot  shall
automatically  release such Registered Lot from the lien of the Mortgage and the
issuance of a deed shall be  conclusive  evidence of such  release,  to the same
extent  and with the same  force and  effect as if the  Registered  Lot had been
released  from the lien of the  Mortgage  by a formal  release  recorded  in the
County in which the released  property is located.  The lien of this Mortgage is
subordinate  to the  purchasers'  rights and  purchasers  shall obtain the legal
interest provided for in their contract free and clear of this Mortgage upon the
purchasers'  compliance  with the  terms,  provisions  and  conditions  of their
contract.

     5.  Repayment.  The terms for  repayment  shall be as stated in the  Eighth
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Amendment  and  Consolidation  of Credit and Security  Agreement and the Renewal
Promissory Note, annexed hereto as Schedule G.

     6. Duplicate Originals. Mortgagor and Mortgagee hereby agree that duplicate
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originals of this Agreement  shall be executed and recorded in each county where
any portion of the Mortgaged Property is located and that for the convenience of
the parties hereto,  the descriptions of the Additional  Mortgaged  Property set
forth in Exhibit A annexed hereto of each duplicate  original shall contain only
the legal  description  of the  Additional  Mortgages  Property  located  in the
respective county where each Agreement is recorded.

     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written by the duly authorized officers of each of the undersigned.


Signed, sealed and delivered                 THE DELTONA CORPORATION
 in the presence of:


/s/Sharon Hummerhielm                        By: /s/ Earle D. Cortright, Jr.
------------------------------                   ------------------------------
Print Name: Sharon Hummerhielm               Name: Earle D. Cortright, Jr.
                                             Title:   President

/s/Nancy Roche
------------------------------
Print Name: Nancy Roche
                                             DLIC, INC.


/s/Sharon Hummerhielm                        By: /s/ Earle D. Cortright, Jr.
------------------------------                   ------------------------------
Print Name: Sharon Hummerhielm               Name: Earle D. Cortright, Jr.
                                             Title:   President
/s/Nancy Roche
------------------------------
Print Name:Nancy Roche


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<PAGE>
                                              DELTONA LAND & INVESTMENT
                                              CORP.


/s/Nancy Roche                                By: /s/ Earle D. Cortright, Jr.
------------------------------                   ------------------------------
Print Name: Nancy Roche                       Name: Earle D. Cortright, Jr.
                                              Title:   President
/s/Sharon Hummerhielm
------------------------------
Print Name: Sharon Hummerhielm

                                              THREE SEASONS CORPORATION


/s/Nancy Roche                                By: /s/ Earle D. Cortright, Jr.
------------------------------                   ------------------------------
Print Name: Nancy Roche                       Name: Earle D. Cortright, Jr.
                                              Title:   President
/s/Sharon Hummerhielm
------------------------------
Print Name: Sharon Hummerhielm

                                              DELTONA CONSTRUCTION
                                              COMPANY, INC.

/s/Nancy Roche                                By: /s/ Earle D. Cortright, Jr.
------------------------------                   ------------------------------
Print Name: Nancy Roche                       Name: Earle D. Cortright, Jr.
                                              Title:   President
/s/Sharon Hummerhielm
------------------------------
Print Name: Sharon Hummerhielm

Signed, sealed and delivered                  YASAWA HOLDING, N.V
 in the presence of:


------------------------------                By: /s/ R. De Meza
Print Name:                                      ------------------------------
                                              Name: R. De Meza for Zarf Trust
                                              Corporation, N.V., Director

------------------------------
Print Name:

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STATE OF FLORIDA)
                )
COUNTY OF DADE  )

Before  me this  13th  day of  November,  1997  personally  appeared  Earle  D.
Cortright, Jr. who is personally known to me and who is President of The Deltona
Corporation,  President of Deltona Land & Investment  Corp.,  President of Three
Seasons Corporation and President of Deltona Construction Company, Inc., and who
signed the foregoing document in such capacity.


/s/ Nancy Roche
--------------------------
Notary Signature
Print Name:


THE NETHERLANDS ANTILLES)
                        )
CITY OF CURACAO         )

Before me this 23rd day of December,  1997 personally appeared R. DeMeza who is
personally known to me to be the Director of Zarf Trust Corporation, Director of
Yasawa Holding N.V., who signed the foregoing document in such capacity.



--------------------------
Notary Signature
Print Name:

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                                    SCHEDULES
                                    ---------

SCHEDULE A: Recording Information for Consolidated Mortgage Modification
            and Spreader Agreement ("Mortgage") with Citibank, N.A., a national
            banking association  organized under the laws of the United States
            of America for itself and as Agent  for  Chemical  Bank,  a New York
            banking  corporation,  and Fleet National Bank, a national banking
            corporation  (hereinafter  collectively called "Banks") dated June
            18, 1992

SCHEDULE B: Recording  information  for Mortgage and Security Agreements  and
            Amendments  thereto  with  Citibank, N.A., a national banking
            association  organized under the laws of the United  States of
            America  for itself and as Agent for  Chemical  Bank,  a New York
            banking corporation


SCHEDULE C: Mortgage Spreader Recording information

SCHEDULE D: Recording information for  Assignment of Mortgage from Banks to
            Antony Gram dated December 4, 1992.

SCHEDULE E: Recording information for Assignment of Mortgage from Antony Gram to
            Yasawa Holdings, N.V. dated December 4, 1992.

SCHEDULE F: Subordination of Lien of Borrower's Receivables to Scafholding, B.V.

SCHEDULE G: Renewal Promissory Note.


                                    EXHIBITS

EXHIBIT A:  Legal Description for Additional Mortgaged Property.