PROMISSORY NOTE

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$5,690,000                                                     March 26, 1999
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Lender:        SWAN DEVELOPMENT CORPORATION, a Florida corporation, hereinafter
               termed "Holder").

Borrower:      THE DELTONA CORPORATION, a Delaware corporation,("Maker").

            FOR VALUE RECEIVED,  Maker hereby  promise(s) to pay to the Order of
Holder at its address as  indicated  hereinbelow,  or  wherever  else Holder may
specify,  the sum of Five Million  Seven  Hundred Sixty Five Thousand and No/100
Dollars ($5,765,000.00) with no interest if paid in full within six(6) months of
the date of receipt of monies and thereafter at the rate of six  percent(6%) per
annum  on the  outstanding  balance  at the end of the  six  month  period.  For
purposes of determining when interest begins to accrue, monies were received and
interest begins accruing at the rate of six percent (6%) as follows:

       Amount Received      Date Received          Interest Accrual Begins

       $   500,000            10/9/98                      4/9/99
       $   200,000            12/7/98                      6/9/99
       $    65,000           12/14/98                      6/14/99
       $   200,000             1/5/99                      7/5/99
       $   125,000            1/12/99                      7/12/99
       $   100,000            1/28/99                      7/28/99
       $ 1,000,000             2/3/99                      8/3/99
       $ 3,500,000            3/26/99                      9/26/99

Payment  of  principal  and  interest  shall  be  made by  transferring  current
contracts receivable at 90% of face value, with recourse,  to Lender or Lender's
designee  in an  amount  equal to the  total  amount  of  contractually  current
receivables in Maker's  contracts  receivable  portfolio (the "D Pool") less and
except  an  amount  of  contractually  current  contracts  receivable  equal  to
approximately  Five Hundred  Thousand  and  no/Dollars  ($500,000)  at any given
month.

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            Maker also hereby agrees as follow:

            1. Payment of all amounts now or hereafter owed to Holder  hereunder
is and shall be secured by a security interest in Maker's  contracts  receivable
portfolio, as well as by any additional security interest, referred to herein or
otherwise arising in connection herewith.

            2. Both  principal and interest  shall be payable in lawful money of
the United States of America and same day funds,  without set off,  counterclaim
or  deduction  of any  kind,  or in  contracts  receivable  belonging  to Maker.
Payments  hereunder  shall be applied first against  interest and lawful charges
accrued but unpaid and the remainder, if any, against principal.

            3. If Maker should fail to make a payment,  or any part of a payment
of principal and interest hereunder within 10 days after such payment is due and
payable  hereunder,  or if Maker should otherwise fail to perform or observe any
provision  hereof or should be deemed to have  defaulted  pursuant to this Note,
then declare the entire unpaid balance of this Note immediately due any payable.
If Holder thus  declares  the unpaid  balance of this Note  immediately  due any
payable, then such amount shall be due and payable forthwith without presentment
or demand for payment (which are hereby expressly waived by Maker).

            4.  Maker may  prepay  the principal amount outstanding hereunder in
whole or in part without penalty.

            5. Holder may,  at any time,  pledge or assign this Note,  whereupon
Holder  shall be relieved  of all duties it may have  hereunder  (including  any
duties with respect to any collateral securing this Note).

            6. Maker hereby waives any presentment for  payment, demand, notice
of dishonor and protest of this Note.

            7. Without limiting Holder's right to bring any action or proceeding
against Maker or against any property of Maker or in which Maker has an interest
(any  "Property"),  arising out of or relating to this Note (an "Action") in the
courts  of  other  jurisdictions,   Maker  hereby  irrevocably  submits  to  the
non-exclusive  jurisdiction  of any Florida  state or Federal  court  sitting in
Ocala,  any Maker  hereby  irrevocably  agrees  that any Action may be heard and
determined  in such Florida  state court or in such Federal  court.  Maker:  (a)
hereby  irrevocably  waives,  the fullest  extent it may  effectively do so, the
defense  of an  inconvenient  forum  to the  maintenance  of any  Action  in any
jurisdiction;  and (b) hereby  irrevocably agrees that the summons and complaint
or any other process in any Action in any  jurisdiction may be served upon Maker
by mailing it to the undersigned at the address specified at the end hereto (or,
if no such address is specified,  the address shown on Holder's records),  or by
hand delivery to Maker through its Resident Agent.

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            8. This Note shall be binding upon any successor or assign of Maker.
Any  successor  or assign of Holder  shall enjoy the same  rights,  benefits and
remedies under this Note as Holder would enjoy.

            9.  Except as in  otherwise  expressly  provided  in this Note,  any
Notice of other  communication  required or contemplated  under this Note may be
sent to Holder by hand  delivery  or by mail  (postage  prepaid),  addressed  to
Holder at: Swan Development Corporation,  49 Shores Boulevard, St. Augustine, FL
; or in such manner or at such  address as Holder  shall give Maker notice of in
the fashion provided herein (any such communication or notice becoming effective
when  received by Holder).  Except as is  otherwise  expressly  provided in this
Note, any notice or other communication required or contemplated under this Note
may be delivered to any of the  undersigned by hand delivery or by mail (postage
prepaid), sent or delivered, as regards each of the undersigned, c/o The Deltona
Corporation,  8014 SW 135th Street Road, Ocala, FL 34473 (any such communication
or notice becoming effective,  unless otherwise expressly provided in this Note,
immediately, when hand-delivered, or two calendar days after it is placed in the
mail).

            10. Maker  represents  and warrants to Holder (and,  while this Note
remains  outstanding,  shall be deemed  continually  to represent and warrant to
Holder)  that:  (a) Maker has full power,  authority and legal right to execute,
deliver  and  perform  this Note and has taken all legal  actions  (and made any
filings  and  obtained  any   authorizations   by   governmental  or  regulatory
authorities)  that are  necessary  to  authorize  the  execution,  delivery  and
performance  of this Note;  (b) Maker has received  adequate  consideration  for
executing,  delivering  and  performing  this  Note;  (c) this Note is valid and
binding  upon  Maker and  enforceable  in  accordance  with its  terms;  (d) the
execution,  delivery  and  performance  of this Note by Maker do not violate any
internal rule of Maker, any law or regulation,  any judgment, order or decree of
any court,  arbitrator or governmental authority, or any agreement of any nature
whatsoever  that is binding upon Maker or any Property;  (e) there is no action,
suit,  proceeding or  investigation  of any kind pending or  threatened  against
Maker  or any  of  them  unknown  to  Holder,  before  any  court,  tribunal  or
administrative agency or board which, if adversely determined,  might materially
adversely  affect the  properties,  assets,  financial  condition or business of
Maker or call into question the validity or enforceability of this Notice.

            11. All  payments  provided  for in this Note shall be made free and
clear  of any  deductions  for  any  surcharges,  contributions,  penalties  and
interest or other  charges  imposed at any time by any  government  or political
subdivision  or  authority  thereof or therein.  Maker  shall pay (or  reimburse
Holder for) any  documentary  stamp,  intangible or similar taxes imposed at any
time with respect to this Note, the indebtedness evidenced hereby, any agreement
relating  hereto or any advance  hereunder and any interest or penalty  relating
thereto.

            12.  Maker shall pay all  costs and  expenses,  including attorneys'
fees, of or incidental to  the enforcement,  compromise  or  settlement  of  any
indebtedness of Maker hereunder, and including without  limitation all costs and
expenses of any amendment or waiver of, addition to, or rescheduling
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of, this Note and of any actual or attempted  sale,  exchange,  or collection of
any of the  Mortgages  and of the care of any of the  Mortgages  (including  the
insuring thereof). Any such costs and expenses incurred by Holder shall be added
to its indebtedness hereunder. As used herein,  "attorneys' fees" shall include,
without  limitation,  attorneys'  fees  incurred  by  Holder  in  any  judicial,
bankruptcy,   administrative   or  other   proceedings   and  in  any  appellate
proceedings,  whether  such  proceedings  arise before or after entry of a final
judgment.

            13. The rights and  remedies  expressly  specified  in this Note are
cumulative  and not  exclusive  of any rights or  remedies  which  Holder  might
otherwise have. No delay or omission by Holder in exercising any right or remedy
under this Note  shall  operate  as a waiver  thereof  or of any other  right or
remedy,  nor shall any single or partial  exercise  thereof preclude any further
exercise thereof or the exercise of any other right or remedy.  Holder shall not
be liable for exercising or failing to exercise any right or remedy. No exercise
by  Holder  of any one or more of its  rights  or  remedies  hereunder  or under
applicable law or any other  agreement  (including any right of rights of Holder
to  realize  on any  collateral  securing  this  Note)  shall be deemed to be an
election of remedies by Holder.

            14. The invalidity or unenforceability of any provision of this Note
shall not be  deemed  to affect  the  validity  or  enforceability  of any other
provision  hereof.  If any  provision  of this Note is  capable of more than one
interpretation,  it  shall be  interpreted,  if  possible,  so as to  render  it
enforceable.  In  order  to be  effective,  any  addition  to  this  Note or any
modification  or  waiver of any  provision  or  provisions  of this Note must be
expressly  consented to by Holder in writing. As used in this Note, the singular
includes the plural,  "it" and "its" include the masculine and feminine genders,
and "hereof", "hereunder",  "herewith", "herein" and "hereto" refer to this Note
in its entirety.

            15. This Note shall be governed by and construed in accordance with
Florida law, excluding Florida law regarding comity and the conflict of laws.

            16. Maker now and forever waives any rights it or they may have to a
trial by jury with respect to any litigation or counterclaim  based on this Note
or  arising  out of,  under or in  connection  with this  Note or any  course of
conduct,  course of dealing,  statements (whether oral or written) or actions of
Maker or Holder.

            Executed by the  undersigned  as of the date stated at the beginning
hereof.

                                                   THE DELTONA CORPORATION

                                                   By: /s/ Donald O. McNelley
                                                   --------------------------
                                                      Donald O. McNelley
                                                      Treasurer

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