EXHIBIT 10(kk)

                         AGREEMENT OF PURCHASE AND SALE
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     THIS  AGREEMENT,  dated this 13th day of November,  1997 by and between THE
DELTONA CORPORATION,  a Delaware Corporation  ("Seller") and SCAFHOLDING B.V., a
Netherlands corporation ("Buyer").

                                 R E C I T A L S

     WHEREAS,  Seller owns certain real estate properties located within various
Counties in the State of Florida,  (such  properties  are sometimes  hereinafter
referred to "Subdivision" or "Subdivisions").

     WHEREAS, the Subdivision is registered with the United States Department of
Housing and Urban  Development  ("HUD"),  the  Division  of Florida  Land Sales,
Condominiums   and  Mobile  Homes  (the   "Division")  and  with  various  other
governmental agencies; and

     WHEREAS,  Seller has,  from time to time,  sold parcels of the  Subdivision
("Lots")  under  Agreements  of  Purchase  and  Sale   ("Contracts")  to  retail
purchasers for their own use ("Purchasers"); and

     WHEREAS,  pursuant  to each of the  Contracts,  Seller has either  retained
title to the Purchaser's Lot as security for the full payment thereof,  at which
time title is to be conveyed to him or Seller has conveyed  title to Purchaser's
Lot and taken  back a Mortgage  and  Promissory  Note to secure the  outstanding
balance of the purchase price; and

     WHEREAS,  Seller now desires to sell,  and Buyer now desires to buy certain
Contracts  (and take title to the Lots in Trust for the benefit of the Purchaser
in cases where  Purchaser does not already have title) that now exist from sales
of the Lots in the  Subdivisions in  consideration  of the obligations set forth
herein.

     NOW THEREFORE, in consideration of the mutual promises contained herein and
intending to be legal bound hereby,  Buyer and Seller adopt the preamble to this
Agreement as part of this Agreement and further agree as follows:

     1. SALE.
        ----

     (a) Seller agrees to sell, assign, transfer and deliver to Buyer, and Buyer
agrees to buy, all of the following property of Seller:

     (1) All of Seller's  rights and remedies under  Contracts  where Seller has
retained  title to  certain  Lots  covered  by such  Contracts,  as set forth in
Exhibit "A" attached  hereto,  and all proceeds  therefrom  and such  additional
contracts  that may be added prior to the Closing Date to meet the  requirements
hereof (such Contracts hereinafter referred to as to "Purchased Contracts);

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     (2) All of Seller's  interest in and to the Lots  subject to the  Purchased
Contracts  covering such Lots ("Lot").  Seller's  interest  shall be conveyed by
statutory  Warranty Deed to the Trustee under that certain Land Trust  Agreement
("Land Trust") a form copy of which is attached hereto and made a part hereof as
Exhibit "B", the original of which shall be executed prior to or at closing.

     (3) All of Seller's rights and remedies under the Notes ("Purchased Notes")
and Mortgages ("Purchased  Mortgages") securing the Purchased Notes set forth in
Exhibit "A-1" and all proceeds therefrom.

     (4)  All  records  and  general  intangibles   relating  to  the  Purchased
Contracts,  Lots,  Purchased  Notes and Purchased  Mortgages  including  without
limitation,  payment  histories,  files,  computer  printouts,  computer  tapes,
closing or settlement sheets, copies of Truth-in-Lending  Disclosure Statements,
Notices of Rescission and all receipts therefor,  and all receipts by Purchasers
acknowledging receipt of the HUD Property Report,  Florida Offering Statement or
other offering  statement,  report of prospectus  ("General  Intangibles").  The
Purchased  Contracts,  Purchased  Notes and  Purchased  Mortgages  are sometimes
hereinafter  referred to as "Purchased  Instruments";  and, the Lots,  Purchased
Mortgages,   Purchased  Instruments  and  General  Intangibles  are  hereinafter
collectively referred to as "Purchased Property".

     (b) With respect to certain Purchased  Contracts selected from Exhibit "A",
such Contracts shall be delivered to Buyer together with title to the Lots which
title shall be conveyed to the Trustee under the Land Trust as above, along with
Purchased  Notes  and  Purchased  Mortgages  at time  of  closing  described  in
Paragraph 7 hereof.  The Purchased  Instruments  shall have an unpaid  principal
balance  ("Principal  Balances") in the  aggregate  amount of Seven Million Five
Hundred Thousand and No/100 Dollars  ($7,500,000.00) as of the Closing Date. All
payments made on account of these contracts received by Seller subsequent to the
Closing Date shall be segregated  and an accounting of these  proceeds  shall be
supplied to Buyer under  procedures  and  provisions  set forth in that  certain
Trust and Service Agreement  ("Service  Agreement")  executed between Seller and
Buyer,  a form copy of which is attached  hereto as Exhibit "C", the original of
which shall be executed prior to or at closing.

     2. PURCHASE INSTRUMENTS.
        ---------------------

     (a) Seller has supplied Buyer with  information with respect to each of the
Purchased Instruments as set forth in Exhibit "A" and Exhibit "A-1".

     (b) All  payments  made on  account  of the  Purchased  Property  after the
Calculation Date to and including closing shall belong to Buyer.

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     3. PURCHASE PRICE.
        ---------------

     The Purchase Price payable by Buyer to Seller for the acquisition as of the
Calculation  Date is Five Million Six Hundred  Twenty-Five  Thousand Dollars and
No/100  ($5,625,000.00)  determined based upon seventy-five percent (75%) of the
face value of the Principal Balances.

     4. GENERAL WARRANTIES AND REPRESENTATIONS
        --------------------------------------

     Seller warrants and represents as of the date of closing that:

     (a) Status of Purchased Property
         ----------------------------

     (1) As of the date of  closing,  Seller is the sole,  exclusive  and lawful
owner of the Purchased Property, free and clear of all claims, liens, judgments,
security  interests and other  encumbrances and has good right and title to sell
same to Buyer.

     (2) Each of the  Purchased  Instruments  is a bona fide and  legally  valid
obligation of a Purchaser of a Lot (Account Debtor") to Seller, duly enforceable
against the Account  Debtor in accordance  with its terms and conditions and not
subject to cancellation.

     (3) For each  Purchased  Contract  other than those  subject to a mortgage,
Seller is vested with good and marketable fee simple title to the Lot covered by
such  Purchased  Instrument,  free and clear of all  liens,  security  interest,
claims and other encumbrances  except for the Purchased Contract and for certain
easements,  restrictions,  reservations,  conditions and other  encumbrances  of
record which do not interfere  with the Account  Debtor's right to use and enjoy
his Lot as contemplated by his Purchased  Instrument and the HUD Property Report
and Florida Offering  Statement or other similar report,  offering  statement of
prospectus,  if any  ("Permitted  Encumbrances").  (4)  None  of  the  Purchased
Instruments  are subject to any pending or threatened  dispute,  offset,  claim,
defense, counterclaim,  credit, allowance, adjustment, or right of rescission or
reformation  nor can any  Account  Debtor  or  other  Person  assert  any of the
foregoing  except for the development  obligation for the lots in St.  Augustine
Shores Subdivision listed on Exhibit D, annexed hereto.

     (5) The total of the Principal Balances of the Purchased  Instruments as of
the Calculation Date is not less than  $7,500,000.00 and the Principal  Balance,
Interest  Rate  and  other  account  information  of each  Purchased  Instrument
selected from Exhibit "A" and delivered  pursuant  hereto are true,  correct and
accurate.

     (6) Each Purchased Instrument provides for interest at an annual rate of

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less than the applicable  usury rate and for payment terms of consecutive  equal
monthly, quarterly,  semi-annual or annual installments of principal of purchase
price of the Lot together with interest due thereon.  Furthermore,  none of such
payments applicable to any of the Contracts set forth on Exhibit "A" include any
payments for impact fees or other similar fees or charges, not including utility
service fees.

     (7) There are no repossession,  ejectment, foreclosure or other proceedings
instituted  or  threatened  against any of the Lots being  purchased  by Account
Debtors and no person other than Seller is receiving  collections  on any of the
Purchased Instruments, including, without limitation, any broker.

     (b) Status of Sales of Lots
         -----------------------

     (1) The  Division and no other  governmental  entity is required to approve
this transaction.

     (2) With respect to the Registration for each Subdivision,  all statements,
facts and representations, all registration reports, all marketing brochures and
pamphlets and sales documents,  all offering plans, statements and prospectuses,
and all other  items  ("Filing  Information"),  required to be made to and filed
with each of the  appropriate  governmental  agencies  of HUD,  Florida  and the
states and countries  were made,  were true and correct when made,  were made in
proper form and substance and were accepted by such Registration  Agencies.  The
Filing  Information  for  each  Registration  is  currently  true,  correct  and
completed in all material respects, and each Registration has been amended where
necessary  and is  effective  and in good  standing.  Each  Account  Debtor  has
received,  and has acknowledged  receipt,  in writing, of the required effective
HUD Property  Report,  Florida  Offering  Statements,  and other state  offering
statements, reports or prospectuses,  each of which was, at the time of issuance
and receipt of same by the Purchaser, in compliance with all applicable foreign,
federal,  state  or  local  laws,  rules  and  regulations,  including,  without
limitation, those of the Registration Agencies.

     (3) All sales of Lots and all Purchased Instruments were made in compliance
with all applicable foreign,  federal, state and local laws, including,  without
limitation,  the Federal  Interstate Land Sales Full Disclosure Act, the Federal
Truth-in-Lending Act, Rules and Regulations of the Federal Trade Commission, the
Florida  Uniform  Land Sales  Practices  Act,  the Florida  usury laws and other
consumer protection laws of Florida.

     (4) The offer of sale or sale of any Lots by  Seller  did not  involve  the
offer of, or sale of, a  security  and did not have to be  registered  under the
Securities Act of 1933 or under any state Blue Sky laws, rules or regulations or
other similar laws of any state where sales were made.


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     (5) No life insurance, or other property or service was offered for sale or
sold to any Account Debtor or prospective  Purchaser in connection with the sale
of any Lot.

     (6) None of the  Contracts,  Notes and Mortgages  sold and assigned  hereby
have been  modified  since the  execution  thereof by an Account  Debtor  unless
approved by Seller and included as part of the Contract, Note and/or Mortgage.

     (7) All Lots were sold only by Seller or through  its  authorized  brokers,
real estate  agents or duly  authorized  officers or employees  who were, at all
times  relevant  to offers of sale or sales of any Lots,  licensed  real  estate
brokers or agents, where required.  All commissions,  if any, in connection with
such sales have been paid in full.

     (c) Status of Subdivisions
         ----------------------

     (1) Each Account Debtor and other Lot owner within the  Subdivision has the
right to use and enjoy  the  common  areas,  recreational  facilities  and other
amenities of the Subdivision referred to in the Offering Statement.

     (2) All Lots and other parts in each of the  Subdivisions are in compliance
with all applicable federal, state and local zoning, environmental, planning and
land use laws,  ordinances,  regulations and private  property  restrictions and
each and every Account Debtor has access to the Subdivision within which his Lot
is located by public highways or roads and has property and enforceable  ingress
and egress to each Lot by public rights-of-ways  dedicated of record for the use
and enjoyment of each Lot Owner Lot in the  Subdivision  or the public at large,
with the  exception  of the lots in St.  Augustine  Shores  listed on Exhibit D,
annexed hereto.

     (3) Seller does not know or have reason to know of any  activity at any Lot
or affecting any Lot which has been conducted or is being  conducted,  except in
material  compliance  of  all  statutes,  ordinances,  regulations,  orders  and
requirements  of common  laws.  No portion of the Lots  constitute  a wetland or
other  "water of the United  States" for  purposes of Section 404 of the Federal
Clean Water Act or similar area regulated  under any applicable  state law which
would  preclude an individual  Account Debtor from using such Lot as a homesite.
To the best of Seller's knowledge,  no tanks, presently or formerly used for the
storage of any liquid or gas, above or below ground, are present on any Lot.

     5. ADDITIONAL WARRANTIES AND REPRESENTATIONS.
        ------------------------------------------

     Seller warrants and represents, as of the date hereof and as of the date of
Closing, that:

     (1) Seller is a corporation duly organized, validly existing and in good

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standing under the laws of Delaware and Florida,  respectively, and Seller is in
good standing in all states wherein its activities  require it to register to do
business, including, without limitation, Florida.

     (2) Seller  warrants that the execution and  consummation of this Agreement
will  not  render   Seller   insolvent   and  there  are  no   proceedings   for
reorganization,  arrangement,  liquidation or dissolution  pending or threatened
under a federal or state law against Seller;

     (3) Seller has the full,  proper and lawful  power and  authority  to enter
into this  Agreement and to carry out the terms and conditions of this Agreement
and other  agreements  and documents  referred to herein,  and all corporate and
other action  necessary to enter into the  Agreement and to carry out such terms
and conditions has been duly taken or will be duly taken on or before Closing;

     (4) All  books,  records,  documents,  agreements,  information,  exhibits,
schedules  and other  General  Intangibles  furnished by Seller and which Seller
permitted Buyer to examine and all exhibits  attached  hereto are true,  correct
and accurate.

     (5) Neither the execution,  delivery nor the  performance of this Agreement
will  constitute a default  under or conflict with any  Agreement,  indenture or
other  document or instrument,  including,  without  limitation,  the By-Laws or
Articles  of  Incorporation  of Seller  or any  Purchased  Instrument  delivered
pursuant  to  hereto,  by  which  Seller  or  any of  their  assets  are  bound.
Furthermore, no default under any such agreement, indenture or other document or
instrument to which Seller is a party or its property is bound, has occurred and
is  continuing  or would occur but for lapse of time,  lack of notice,  or both,
which as or would have a material  adverse  effect on the  respective  financial
condition of Seller or the ability of Seller to perform the terms and conditions
of this Agreement.

     6. POST EXECUTION.
        ---------------

     (a) Following the date hereof:

     (1) Seller shall permit Buyer to inspect the Subdivision and to examine the
Purchased  Property and to make copies of all files,  records and other  General
Intangibles. Seller shall furnish to Buyer such other agreements,  documents and
information  concerning Seller, the Purchased Property, the Lots, or other parts
of the  Subdivisions  as Buyer  shall  reasonably  request in order for Buyer to
conduct an audit to satisfy itself of the quality of the Purchased  Property and
the condition of the Subdivisions ("Buyer's Audit").

     (2) Immediately after being available, and no later than seven (7) business
days prior to Closing, Seller shall promptly deliver to Buyer updated aged trial
balances for the

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Purchased  Property  as of the  Calculation  Date  and  in  form  and  substance
reasonably satisfactory to Buyer.

     (3)  Seller  shall  continue  to  collect  all  payments  due on  Purchased
Instruments  in the ordinary  course of business but shall not conduct any "cash
drive" or induce or solicit the  prepayment,  discount,  compromise,  extension,
settlement or  modification of any of the Purchased  Instruments,  or in any way
impair  the  validity,   value  or   collectability  of  any  of  the  Purchased
Instruments.

     (4) Seller has applied to the Division and any other  appropriate  foreign,
federal, state and local agencies, if necessary, for approval of the transaction
contemplated by the Agreement and shall diligently use all reasonable efforts to
obtain such approval. To that end Buyer shall cooperate with Seller in obtaining
such  approval  by  providing  reasonable  assistance  in the form of  supplying
financial and/or corporate information and all documents reasonably requested by
the Division or such other agencies.


     7. BREACH OF AGREEMENT PRIOR TO CLOSING.
        -------------------------------------

     If any of the warranties and representations of Seller, which are warranted
as of the date of Closing are  incorrect,  untrue or  misleading  as of the date
warranted  or  represented,  or if Seller  is in  breach  of any other  terms or
conditions of this Agreement, including, without limitation, Seller's failure to
perform any of its obligations under this Agreement which are to be performed at
or prior to Closing, then Buyer may complete the Closing,  preserving all rights
and  remedies   against  Seller  for  such   incorrect,   untrue  or  misleading
representation or warranty or any breach of any other term or condition thereto.

     8. CLOSING.
        --------

     A. Date and Place.  The closing and settlement of the purchase  ("Closing")
        --------------
on the  Purchased  Property  pursuant  hereto shall take place at the offices of
Five Points Title Services, Inc., 999 Brickell Avenue, Suite 700, Miami, Florida
33131,  after the  approval of this  transaction  by the  Division,  (the "Final
Closing  Date"),  or such prior time and place as the parties hereto shall agree
in writing or as stated in the  Buyer's  Notice of Closing;  provided,  that all
other terms and conditions  hereunder  required to be performed and satisfied by
Seller and Buyer prior to Closing have been performed or have been satisfied.

     B. Failure to Close. If Buyer shall fail to close on the Date of Closing or
        ----------------
thereafter  by the Final  Closing  Date,  then and in such event this  Agreement
shall become null and void.

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     9. DOCUMENTS TO BE DELIVERED AT CLOSING.
        -------------------------------------

     (a) Seller  shall  deliver or cause to be delivered at or prior to Closing,
in form and substance  satisfactory  to Buyer and Seller,  duly  executed  where
appropriate:

     (1) Bill of Sale for the Purchased Property;

     (2) Certificate of Ownership in favor of Buyer;

     (3) Copies of all original Purchased Instruments if Buyer requests;

     (4) All General  Intangibles  shall be  available  at closing or at Buyer's
sole option within five (5) days of Closing, if Buyer requests;

     (5) Appropriate  UCC-3  termination  statements,  estoppel letters or other
documents terminating or agreeing to terminate any liens, encumbrances, security
interests and claims, if any, against any of the Purchased  Property  heretofore
held by Seller's lenders;

     (6) An  accounting  for all  payments  made  on  account  of the  Purchased
Property after all Calculation Date to and including Closing and a certification
by Seller that such sums constitute all payments by Accounts Debtors during such
period;

     (7)  Certified  copies  of  the  appropriate  corporate  action  of  Seller
authorizing  the  sale of the  Purchased  Property  to  Buyer  pursuant  to this
Agreement and the execution, delivery and performance of this Agreement;

     (8) UCC-1  Financing  Statement  executed by Seller in favor of Buyer to be
filed  among the  records  of the  Secretary  of State of the State of  Florida,
confirming the Buyer's interest and security in the Purchased Property;

     (9) Warranty Deed conveying title to the Lots in favor of the Trustee under
the Land Trust for the purposes stated herein;

     (10) Service  Agreement to be executed by Seller in favor of Buyer assuming
the obligations of Servicing Agent as provided herein;

     (11) Assignment of Purchased Mortgages to be executed by Seller in favor of
Buyer;

     (12) Assignment of Purchased Contracts to be executed by Seller in favor

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of Buyer;

     (13) Land Trust  Agreement  executed by Seller and a Trustee  acceptable to
Buyer, covering the Lots to be conveyed;

     (14) Good Standing  Certificates  for Seller from Florida and from Delaware
as of a recent date;

     (15) Letter from Division approving this sale;

     (16) Evidence of marketable title to the Lots acceptable to Buyer;

     10. COVENANTS.
         ----------

     (a) All payments on the Purchased  Instruments  made after the Closing Date
shall belong to Buyer.  All payments  received by Seller after  Closing shall be
received by Service Agent under the Service  Agreement and shall be forwarded to
Buyer within the time periods and conditions stated in the Service Agreement.

     (b) Until all Purchased  Instruments are paid in full,  Seller shall supply
Buyer with monthly,  quarterly, and annual (within ninety (90) days of the close
of each  fiscal  year)  financial  reports  reflecting  all funds  received  and
disbursed  by the  Service  Agent  during the  respective  preceding  accounting
period,  reflecting any contracts which have become canceled for non-payment and
also reflecting any Lots which at closing were conveyed to the Trustee under the
Land Trust, but which pursuant to such cancellation will no longer be subject to
conveyance  to the lot purchaser and which shall then be conveyed from the Trust
directly  to Seller for resale  purposes.  In addition  to the  foregoing,  such
periodic accounting will also reflect any contracts which have been paid in full
by the  respective  Account  Debtors,  the funds  received  to the time of final
payment on such contracts and the fact that the underlying Lot has been or is in
the  process of being  conveyed to the Account  Debtors in  accordance  with the
terms of the Purchased  Instrument,  at which time Buyer and Seller shall direct
the  Trustee  under  the Land  Trust to  execute  with  Seller a  Warranty  Deed
conveying  title to Trust to execute with Seller a Warranty Deed conveying Title
to the underlying lot to the Account Debtor.

     11. CLOSING COSTS.
         --------------

     Seller shall pay all costs of recording, State of Florida documentary stamp
taxes,  State  of  Florida  filing  fees,  recording  cost of any  releases  and
recording  cost of UCC-3 release (from Seller's  lenders),  and/or other fees or
cost required to accomplish the purposes of the sales  transaction  contemplated
hereby. In addition to the foregoing and thereafter as provided in the Service

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Agreement,  at the end of the payment terms of each purchased  instrument Seller
shall pay the cost of title  insurance  to be issued in favor of the  respective
Account Debtors.

     12. INTENT OF THE PARTIES.
         ----------------------

     The sale contemplated  under this Agreement is "final" with the result that
Seller  does  not  guarantee  any  ultimate  percentage  of  return  of  Buyer's
investment.  Prior to the Closing,  the Buyer shall be deemed to have  completed
Buyer's due  diligence  necessary  and  sufficient  for Buyer,  in Buyer's  best
judgment, to purchase under the terms stated herein. As provided therein, during
the term of the Service  Agreement,  the Seller shall collect all monies payable
under the Purchased Instruments and remit same to Buyer as received,  subject to
Section 10, hereof.  As security to the Buyer,  the title to the Lots underlying
the  Purchased  Instruments  shall at closing have been conveyed in Trust to the
Trustee  designated in the Land Trust.  In addition to the foregoing,  a Bill of
Sale will be  delivered  to Buyer at  Closing  together  with a UCC-1  Financing
Statement  securing Buyer which shall be filed in the Office of the Secretary of
the State of Florida to assure  that the  Seller,  acting as Buyer's  continuing
Servicing  Agent,  shall  continue to collect  the  payments  from the  Accounts
Debtors  under their  respective  Contracts for  remittance  to Buyer,  and that
Seller  shall  continue  to act in  behalf  of Buyer in all  fiduciary  respects
pertaining to the servicing of the Contracts.  The foregoing procedures,  rights
and  recitations  of  responsibility  are  more  particularly  set  forth in and
described in the Service Agreement.

     13. REPLACEMENT OBLIGATION.
         -----------------------

     a.  If a  Purchaser  does  not  pay  a sum  owed  pursuant  to a  Purchased
Instrument and such non-payment  continues longer than the grace period provided
in the Purchase Instrument,  Seller, within thirty (30) days of such date, shall
replace the Purchased Instrument with a Replacement Receivable. This Replacement
Obligation  shall not extend to  contracts  for the  purchase of the lots in St.
Augustine Shores Subdivision listed on Exhibit D, annexed hereto.

     b. When and if Seller  replaces a  Purchased  Instrument  pursuant  hereto,
Buyer shall deliver to Seller each such Purchased Instrument by an assignment of
the  Purchased  Instrument  and General  Intangibles  and  conveying  the Lot or
Mortgage related thereto to the Seller by a Special Warranty Deed or assignment,
as the case may be, without  warranty,  representation  or recourse  except that
Buyer has not sold,  assigned or otherwise  encumbered the Purchased  Instrument
and Lot  and  Seller  shall  concurrently  deliver  to  Buyer a the  Replacement
Receivable together with all documents as required for the original purchase.

     14. BREACH.
         -------
     Seller and Buyer each  represent and warrant to the other that there are no
real estate

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brokers, finders, agents,  salespersons employees or any other individual and/or
entity involved in this transaction  between Buyer and Seller who is or shall be
entitled to a  commission,  finder's fee for  renumeration  of any kind and each
party hereto  agrees to  indemnify,  defend and hold the other party hereto free
and harmless  from and against all losses,  damages,  costs and expenses that it
may  suffer as a result of claims  made or suits  brought  by any other  broker,
finder,  or other person who shall claim to have  introduced  such party to this
transaction or who shall claim that he or it negotiated or had discussions  with
such party with its authority with respect to this transaction.

     15. BUYER'S INTEREST.
         -----------------

     With respect to the Purchased  Property purchased by Buyer pursuant hereto,
Buyer is purchasing all right,  title and interest in the Purchased Property and
does not by any such purchase assume any obligations or liabilities arising from
or relating to any Purchased  Instrument  delivered  pursuant  hereto except for
delivery of title to a Lot to a Lot Purchaser pursuant to terms of the Purchased
Instruments or under the Service Agreement.

     16. NOTICES.
         --------

     Notices and all other  communications  in  connection  with this  Agreement
shall be in writing and shall be deemed to have been properly given only if sent
by certified mail, return receipt requested, postage prepaid, to Seller or Buyer
at the following addresses:

             SELLER:          The Deltona Corporation
                              999 Brickell Avenue
                              Suite 700
                              Miami, Florida 33131

                              Attention:   Earle D. Cortright, Jr.
                                           Chief Operating Officer

             BUYER:           Scafholding B.V.
                              Ottergeerde 14
                              4941 VM Raamsdonksveer
                              The Netherlands

     17. GENERAL.
         --------

     (a) This  Agreement  shall inure to the benefit of and be binding  upon the
parties,  their  respective  successors  and  assigns,  and  contains the entire
agreement between the parties and may not be amended, modified or waived without
the express written consent of all parties hereto,

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<PAGE>
and shall be governed by the laws of the State of Florida.  All  representations
and warranties in this Agreement and all documents delivered pursuant hereto and
all  agreements  and  other  matters  not  performed  prior to the  Closing  are
continuing  and shall  survive the Closing and the delivery of the Bill of Sale,
deeds and other documents pursuant to the Closing.

     (b) Buyer does hereby for itself, its successors and assigns, agree to hold
harmless Deltona, its franchised dealers,  successors,  subsidiary corporations,
assigns, agents, employees and officers and directors from any and all manner of
claims, demands, damages, causes of action or suits that an entity,  corporation
or  purchaser  might  now have or that  might  subsequently  accrue to it by any
reason of any matter or thing whatsoever  particularly  growing out of or in any
way connected directly or indirectly with the Purchased  Instruments for actions
or inactions on the part of the Buyer  subsequent to the date of this Agreement,
except as provided for in this Agreement.

     WITNESS the due execution, seal and delivery hereof.


                                      THE DELTONA CORPORATION


                                       By: /s/ Earle D. Cortright, Jr.
                                          ---------------------------------
                                          Earle D. Cortright, Jr., President

                                       SCAFHOLDING B.V.


                                       By:/s/ Antony Gram
                                          ---------------------------------
                                          Antony Gram


                                       12
<PAGE>
                                  EXHIBIT LIST
                                  ------------



EXHIBIT A         Listing of Agreements of Purchase and Sale
EXHIBIT A-1       Listing of Mortgages and Notes
EXHIBIT B         Trust Agreement with Five Points Title Services Company
EXHIBIT C         Trust and Service Agreement
EXHIBIT D         St. Augustine Shores Contract and Mortgages Listing



                                       13
<PAGE>
                                   EXHIBIT B
            TRUST AGREEMENT WITH FIVE POINTS TITLE SERVICES COMPANY

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

                                 TRUST AGREEMENT
--------------------------------------------------------------------------------

     THIS  TRUST  AGREEMENT,  made  and  entered  into  as of this  13th  day of
November,  1997 by and between FIVE POINTS TITLE  SERVICES CO.,  INC., a Florida
corporation, as Trustee (hereinafter referred to as the Trustee) and THE DELTONA
CORPORATION,  a Delaware  corporation  (Grantor and "Deltona")  and  SCAFHOLDING
B.V., a Netherlands corporation ("Beneficiary").

                              W I T N E S S E T H:

     WHEREAS,  the Trustee has taken or may hereinafter  take legal title to (i)
certain parcels of real property (the "Lots") located in various Counties of the
State of Florida  (collectively,  the  "Counties"),  as certain of such Lots and
(ii) certain purchase money mortgages on other Lots  ("Mortgages"),  all of such
Lots and  Mortgages  are more  particularly  described  in Exhibit "A"  attached
hereto;

     WHEREAS,  the Trust is to solely hold title to the Lots and  Mortgages  for
the uses and purposes as hereinafter stated in this Trust;

     WHEREAS,  the Beneficiary joins in this Agreement and agrees to be bound by
its  terms   subsequent   to  its  providing  a  notice  to  the  Trustee  of  a
non-compliance as set forth herein;

     NOW THEREFORE, in consideration of the mutual promises herein contained the
parties hereto agree as follows:

     1.  PROPERTY.  Title to the Lots and  Mortgages  (collectively  "Property")
shall be  conveyed  to the  Trustee in  accordance  with,  and the rights of the
parties shall be governed to the extent applicable by, the provisions of Section
689.071,  Florida  Statutes  except  that the  Trustee  shall have no  liability
pursuant to any provision of Section 689.071 and 737.306.  The Trustee agrees to
accept multiple deeds and assignments of mortgages covering the Property located
in the various  Counties to be recorded in the name of the Trustee in the Public
Records  of the  Counties,  and to hold title to the  Property  for the uses and
purposes  herein stated.  Deltona shall record the deeds to the Lots,  Mortgages
and  assignments  thereto  and pay all monies  required  to record  said  deeds,
assignments, Mortgages and any other instruments to include, but not limited to,
all appropriate

                                        1
<PAGE>
documentary  stamp  taxes, if  applicable.   Deltona  may  dedicate or cause any
other  property to be conveyed to the Trustee.  For  conveyances  to  individual
purchasers,  Beneficiary  agrees to bear the costs for preparation of each deed,
the costs of recoding,  the affixation of the  documentary  stamp taxes prior to
recording;  Deltona agrees to bear the costs for the premium due for each owners
title insurance policy. It is contemplated  that, from time to time, there shall
be  additions  to,  deletions  from and  exchanges  between  the  Listing of the
Properties  (Deeds and Mortgages)  contained in the Trust. The Trustee agrees to
accept such  additions,  deletions  or  exchanges,  provided  it  receives  duly
executed, written notices and/or copies of deeds of conveyance or assignments of
mortgages, as the case may be, if applicable, with respect thereto. Should other
property  subsequently  be conveyed to and held by the Trustee  pursuant to this
Trust Agreement,  the term "Property" as used herein shall mean and refer to all
property,  the title to which is held by the Trustee under this Trust Agreement.
This Trust Agreement may be identified as Trust Agreement No.___.

     2. OBJECTS AND PURPOSES.  The objects and purposes of this Trust  Agreement
are for the  Trustee  to solely and only hold  title to the  Property  until its
sale,  deeding  or  satisfaction  and to hold  such  title to such  Property  as
Collateral for the  Beneficiary  until the expiration of this Trust Agreement as
provided in Section 23. The Trustee shall not manage or operate the Property nor
undertake  any other  activity not strictly  necessary to the  attainment of the
foregoing  purposes;  nor shall the Trustee transact a business of any kind with
respect to the Property within the meaning of Chapter 609, Florida Statutes,  or
any other  law;  nor shall this  Trust  Agreement  be deemed to be, or create or
evidence the existence of a corporation, de facto or de jure, or a Massachusetts
Trust, or any other type of business trust, or an association in the nature of a
corporation, or a co- partnership or joint venture by or between the Trustee and
Deltona or the Beneficiary, or by or between any future beneficiary.

     3. COMPENSATION TO TRUSTEE.  The Trustee shall receive compensation for its
services in accepting  this Trust  Agreement and taking and holding title to the
Property  hereunder.  Such compensation shall be calculated in accordance with a
separate  schedule  between the Trustee and  Beneficiary  which is  incorporated
herein and attached as Exhibit "B". In the event that the  Beneficiary  provides
written notice to the Trustee that an Event of  Non-Compliance  has occurred and
exists  in  accordance  with  a  separate  agreement  between  Deltona  and  the
Beneficiary  and the Trustee shall not be obligated to comply with any direction
from  Deltona  until  the  Trustee  is  satisfied  that  compensation  shall  be
forthcoming from Deltona or the Beneficiary.

     4. INQUIRIES.  Written inquiries,  legal and other notices,  tax statements
and all other  documents  and  writings  received by the Trustee and relating to
this  Trust  Agreement  or the  Property  shall be sent and  forwarded  within a
reasonable  time after receipt by the Trustee to Deltona and to  Beneficiary  at
the address set forth on the  signature  page hereto or as changed  from time to
time in writing.

                                        2
<PAGE>
     5. RIGHTS AND POWERS OF DELTONA.  The interest of Deltona  under this Trust
Agreement,  as permitted by  Beneficiary,  shall  consist only of the  following
powers until revoked by Beneficiary pursuant to Section 19:

     a. the power to direct the Trustee to deal with title to the  Property
        including,  without  limitation,  the right to instruct the Trustee to
        execute  instruments  and  require  the  Trustee to assign any and all
        claims under any title Insurance policy covering the Lots or Mortgages
        for which the Trustee is the named  insured  thereunder  to Deltona in
        order that Deltona may pursue such claim, provided,  however, that the
        Trustee  shall have no liability  whatsoever  nor shall the Trustee be
        required to furnish any warranties  that would result in any liability
        in regard to the execution of any such  instruments,  all set forth in
        Sections  15,  16,  17 and 18 of this  Trust  Agreement;  Deltona  and
        Beneficiary  (Beneficiary  only after Beneficiary has provided written
        notice of non-  compliance  to the  Trustee in the event of  Deltona's
        non-compliance as provided for in Section 19 of this Agreement and has
        assumed  certain  powers  of  direction  hereinafter  referred  to  as
        "Beneficiary's  Notice and Exercise of Power"),  shall  indemnify  and
        hold the Trustee harmless from any and all such liability and shall be
        similarly  liable to Trustee the same as Deltona under all  provisions
        and paragraphs of this Agreement.

     b. the power to manage, possess, use and control the Property;

     c. the power and right to foreclose  any Mortgage  after such Mortgage
        has been  reassigned to Deltona by Trustee or to take title to the Lot
        from any  foreclosure  sale with  respect  thereto.  All such  related
        expenses and attorney fees to be advanced and paid in full by Deltona;
        upon any such  Assignment  of  Mortgage  to Deltona for the purpose of
        foreclosure.

     Such rights and powers, as well as the interest of Deltona under this Trust
Agreement, shall be personal property. Upon Beneficiary providing to Trustee the
Notice and Exercise of Powers  referenced  in paragraph 19 all such powers shall
vest in Beneficiary.

     6.  ASSIGNMENT  OF  BENEFICIARY'S  INTEREST.  Beneficiary  may  not  assign
absolutely  any or all of its  interest  under this Trust  Agreement  unless and
until both or the following two (2)  conditions  have been met (except that such
condition  may,  but  need not  apply to any  assignment  of such  interest  for
security  purposes  or any  foreclosure  action  or  other  similar  proceedings
thereon);

     a. A written notice (the "Notice") from  Beneficiary,  in a form acceptable
to the Trustee,  indicating that  Beneficiary has assigned its rights and powers
under Section 5 above

                                        3
<PAGE>
     to another party (the  "Assignee") is delivered to the Trustee and Deltona,
and the Trustee has acknowledged receipt of and accepted such Notice; and

     b.  Assignee  agrees in writing in such  Notice to be,  bound by all of the
duties and obligations of Beneficiary under this Trust Agreement,  including but
not limited to the duty and  obligation to compensate  the Trustee in accordance
with  Section 3 and to pay to the Trustee all advances and expenses set forth in
Section 9.

     Upon the acceptance by the Trustee of any such Notice of assignment as set
     forth in subparagraphs (a)and(b) hereof, the Beneficiary  so assigning  its
     interest  under this Trust  Agreement  shall have no further  liability  or
     obligation  under this Trust Agreement as to the interest  assigned for any
     acts of the Trustee taken or performed  after the acceptance by the Trustee
     of said assignment,  except as may be set forth in such Notice. Beneficiary
     shall continue to be liable for matters  occurring  prior to the acceptance
     by the Trustee of such Notice.  Every Notice of any assignment of interest,
     the  original or  duplicate  of which shall not have been  delivered to and
     accepted by the Trustee in writing,  shall be wholly  ineffective as to the
     Trustee and all subsequent assignees or purchasers without notice.

     7. ASSIGNMENT OF DELTONA'S INTEREST. Deltona may not assign its interest in
this Trust without the prior written consent of Beneficiary.

     8.  OBLIGATION OF TRUSTEE WITH RESPECT TO PROPERTY.  The Trustee shall have
no  obligation  to file any income,  profit,  intangible or other tax reports or
returns or to pay such or any other taxes relating to the Property.  Beneficiary
shall be solely and exclusively  responsible for the filing of any necessary tax
returns and reports as well as any tax liability.  Beneficiary  shall  indemnify
the Trustee  for any tax  liability.  In the event the  Trustee  does file a tax
return,  Beneficiary  shall  indemnify  the Trustee for any  liability  or claim
arising from filing such tax return.  Beneficiary  shall pay all real estate and
all other  taxes or charges  payable  with  respect to the  Property  and to the
earnings,  avails and  proceeds  of the  Property of this Trust  Agreement.  The
Trustee shall maintain separate books,  records and accounts with respect to the
Property.  If  Beneficiary  fails  to  timely  pay any real  estate  taxes it is
required to pay,  the Trustee may elect to resign  pursuant to  paragraph 13 and
shall have no liability regarding such taxes. Beneficiary shall provide proof of
payment of real estate  taxes on or before  February  28th,  of each year to the
Trustee.

     9. TRUSTEE'S  RESPONSIBILITY TO MAKE ADVANCES OR INCUR OR PAY EXPENSES. The
Trustee shall have no duty, to make any advances or incur or pay any expenses on
account of this Trust Agreement or the Property. If, for any reason, the Trustee
makes any such  advances or incurs or pays any such  expenses on account of this
Trust Agreement or the Property,  or shall incur any expenses by reason of being
a party to any  litigation  in  connection  with  this  Trust  Agreement  or the
Property, or if the Trustee shall be compelled to pay money on account of this

                                        4
<PAGE>
Trust   Agreement  or  the    Property,  whether for breach of contract,  injury
under  any law,  or  otherwise  (provided,  however,  the  Trustee  shall not be
individually  liable in any manner  under this Trust  Agreement  as set forth in
Section 16 hereof),  Beneficiary  as on demand by the Trustee,  shall pay to the
Trustee,  with interest at the rate of the weekly average yield on United States
Treasury  securities  adjusted  to a  constant  maturity  on one  year,  as made
available  by he  Federal  Reserve  Board,  the  amount  of all  such  expenses,
including  attorneys' fees, incurred by the Trustee in said matters. The Trustee
shall have the right, but not the duty, to employ and consult with any attorneys
regarding  this Trust  Agreement  and the Property,  and any and all  reasonable
costs and  expenses  incurred  by the Trustee by virtue of said  employment  and
consultation shall be deemed to be an advance or expense made or incurred by the
Trustee under this Section 9 to be paid by Deltona or Beneficiary on demand. Any
other monies  expended by the Trustee  under any other  provisions of this Trust
Agreement  shall also be deemed to be an advance made by the Trustee  under this
Section 9. Beneficiary further agrees to indemnify and hold the Trustee harmless
of any from any and all expenses,  including, but not limited to, all reasonable
costs and attorneys' fees, advances,  payments or liabilities incurred by it for
any  reason  whatsoever  as a  result  of this  Trust  Agreement,  except  those
resulting from the Trustee's gross negligence or willful misconduct. The Trustee
shall not be obligated to convey,  transfer or otherwise  deal with the Property
or any part of it or to follow any instructions of Deltona or Beneficiary unless
and until all of the payments, advances and expenses made or incurred or paid by
the  Trustee on account of this Trust  Account or the  Property  shall have been
paid, with interest at the rate set forth herein.  Further, after making written
demand on Beneficiary to pay to the Trustee all payments,  advances and expenses
made or  incurred  by the  Trustee on account  of this  Trust  Agreement  or the
Property, the Trustee shall be entitled to and shall have a lien on the Property
to the  extent  allowable  by law to  secure  all such  payments,  advances  and
expenses,  together with  interest  thereon at the rate set forth herein and all
costs and expenses,  including reasonable attorneys' fees, which the Trustee may
incur or become  liable for such costs and  expenses in  collecting  said amount
from Beneficiary.

     10. TRUSTEE'S RESPONSIBILITY WITH RESPECT TO LEGAL PROCEEDINGS. The Trustee
shall  be under no duty to take any  action,  to pay any  money or to incur  any
expenses in regard to any legal proceeding involving this Trust Agreement or the
Property  unless  it  shall  elect,  in  its  sole  discretion,  to do so and be
furnished  with  sufficient  funds  or be  indemnified  to its  satisfaction  by
Beneficiary.  If  the  Trustee  is  served  with  process  or  notice  or  legal
proceedings  or of any other  matters  concerning  this Trust  Agreement  or the
Property, the sole duly of the Trustee shall be to forward the process or notice
to Deltona and the  Beneficiary  as provided  herein.  In such case,  Deltona or
Beneficiary  may defend  said  action in the name of the  Trustee  with  counsel
reasonably acceptable to the Trustee; provided, however, that the Trustee may at
any time resign as such under this Trust Agreement or personally  appear in said
proceedings and any legal fees incurred by Trustee shall be paid by Beneficiary.


                                        5
<PAGE>
     11.  PROTECTION OF THIRD PARTY  DEALING WITH  TRUSTEE.  It shall not be the
duty  of  any  purchase  of  all  or any  part  of  the  Property  to see to the
application  of the  purchase  money,  nor  shall  anyone  who may deal with the
Trustee in regard to the Property,  be required or privilege to inquire into the
necessity or  expediency  of any act of the Trustee,  or into the  provisions of
this Agreement.

     12. NO  RECORDATION.  This  Agreement  shall not be  recorded in any of the
Counties or elsewhere, by any recording shall not be notice of the rights of any
person, derogatory to the title or powers of the Trustee.

     13.  RESIGNATION BY TRUSTEE.  The Trustee may at any time resign as Trustee
and shall,  except as provided  below,  have no further  duties under this Trust
Agreement by giving  written  notice of such  intention to resign to Deltona and
the Beneficiary. Such resignation shall become effective after the Trustee shall
have executed any and all documents  furnished to the Trustee by Deltona and the
Beneficiary, as the case may be, and such documents shall be satisfactory to the
Trustee for execution,  which documents shall be for the purpose of conveying to
any  successor  Trustee  all  existing  rights of the  Trustee  under this Trust
Agreement and title to the Property;  provided, however, that in all events said
resignation shall become effective no later than sixty (60) days after notice of
resignation has been delivered to Deltona and the Beneficiary. If the Trustee is
advised in writing by Deltona or the Beneficiary as to who the successor trustee
is to be,  the  Trustee  shall  have the right,  but not the duty,  to  prepare,
execute,  deliver and/or record any and all documents which are necessary in the
sole  discretion  of the Trustee to convey or transfer  title to the Property to
such successor  trustee.  If notice of the successor trustee is not given to the
Trustee in writing within sixty (60) days after notice of  resignation  has been
delivered to Deltona and the Beneficiary or if Deltona or the Beneficiary  fails
to furnish documents satisfactory to the Trustee for execution within sixty (60)
days  after  notice  of  resignation  has  been  delivered  to  Deltona  and the
Beneficiary, the Trustee shall convey title to the Property to Beneficiary or as
designated  by  Beneficiary,  the  deed  of  conveyance  shall  be  recorded  by
Beneficiary.  Notwithstanding the resignation by the Trustee as provided herein,
Deltona shall upon such resignation immediately pay to the Trustee all payments,
advances  or  expenses  made or  incurred by the Trustee in regard to this Trust
Agreement or the Property and the Trustee  shall  continue to have a lien on the
Property  to secure  the  payment  of such sums as set forth in Section 9, which
lien the Trustee may evidence by causing to be recorded in the Public Records of
the  Counties,  as notice of lien  specifying  the  amount of monies  owed it by
Beneficiary. The Trustee may thereafter, to the extent allowable by law, enforce
its lien against the Property by appropriate  judicial  proceeding  and, in said
proceeding,  the Trustee shall be entitled to recover from Beneficiary,  and the
same  shall be a lien on the  Property,  all its costs and  expenses,  including
reasonable attorneys' fees, in said proceeding.


                                        6
<PAGE>
     14. SUCCESSOR  TRUSTEE.  Every successor  Trustee shall become fully vested
with all the title, estate,  rights, powers, trusts, and shall be the duties and
obligations  of its  predecessor  under this  Agreement.  The term Trustee shall
thereafter mean and refer to said successor trustee.

     15. TRUSTEE ACTS ONLY ON WRITTEN AUTHORIZATION.  The Trustee will deal with
the  Property  which  may  become  subject  to this  Trust  Agreement  only when
authorized and directed to do so in writing by only Deltona (or the Beneficiary,
if the  Beneficiary  has  exercised its right to exercise the power of direction
with respect to the Property).  The Trustee shall execute deeds,  satisfactions,
mortgages or released  all in regard to the Property or otherwise  deal with the
title to the Property subject to this Trust Agreement;  provided,  however, that
in regard to all documents to be executed by the Trustee,  said documents  shall
be prepared by Deltona (or the Beneficiary,  if the Beneficiary has the right to
exercise the Power of Direction  with respect to the  Property) and furnished to
the  Trustee  with  written  direction  by Deltona (or the  Beneficiary,  if the
Beneficiary has the right to exercise the Power of Direction with respect to the
Property) to execute and redeliver to Deltona or to any third person or persons.
The  Trustee  shall not under any  circumstances  be  obligated  to execute  any
instruments which may, in the opinion of the Trustee, result in any liability to
the Trustee and rather than executing any instruments under this Section 15, the
Trustee may resign as Trustee under this Trust  Agreement as provided in Section
13 and, in the event the Trustee so resigns,  the Trustee shall be under no duty
to  execute  any  instruments  other  than  instruments  provided  in Section 13
regarding  conveyance of title to the Property.  The Trustee shall have no duty,
liability or  obligation  whatsoever,  and the Trustee  shall not be required to
inquire into the propriety of any written direction by Deltona or Beneficiary or
the authority of the person  signing said  direction.  To the extent the Trustee
follows any written direction received from Deltona (or the Beneficiary,  if the
Beneficiary has the right to exercise the power of direction with respect to the
Property), the Trustee shall have no duty, liability obligation whatsoever,  and
the Beneficiary  shall indemnify and hold the Trustee  harmless from and against
all claims,  demands, costs and expenses,  including reasonable attorneys' fees,
losses,  liabilities and obligations which the Trustee may pay, incur or sustain
by virtue of the Trustee following said written instructions.

     16. TRUSTEE NOT INDIVIDUALLY  LIABLE.  The Trustee shall have no individual
liability or  obligation  whatsoever  arising  from its  ownership of or holding
legal title to the Property, or with respect to any act done or contract entered
into or indebtedness incurred by it is dealing with the Property or in otherwise
acting  under  this  Trust  Agreement  upon the  direction  of  Deltona  (or the
Beneficiary, if the Beneficiary has the right to exercise the power of direction
with respect to the Property) except to the extent of the Property and any trust
funds in the actual possession of the Trustee shall be applicable to the payment
and discharge of such limitation,  the Trustee shall be under no duty whatsoever
to execute or enter into any  instrument  or  agreement  which does not  contain
language  acceptable  to the Trustee  providing  that the Trustee  shall have no
liability  whatsoever  and that the  liability  of the Trustee  shall be limited
solely to any property  that the Trustee holds under this Trust  Agreement.  The
Trustee shall be a named co-insured on such general liability policies of

                                        7
<PAGE>
Deltona if applicable  to the Trust  Property.  Deltona to provide  Trustee
such policy of insurance  and  co-insurance  binder at the time of conveyance of
such  property  to the  Trustee.  Deltona  agrees  at all time to  carry  public
liability  insurance  and other  liability  insurance as the Trustee  shall deem
necessary,  insuring the Trustee in amounts and form  acceptable to the Trustee.
In the event of the failure to furnish liability insurance,  the Trustee, in its
discretion,  may procure the  insurance,  and Deltona does jointly and severally
agree  that they will  forthwith  on demand  pay the  Trustee  the amount of the
premium on the insurance plus interest as allowed by this Trust Agreement.

     17. CONTROL OF PROPERTY BY DELTONA. Deltona shall have the sole possession,
management and control of the deeding, selling, renting, repairing,  maintaining
and handling of the Property and the  collection  of payments  from  installment
purchasers and mortgagors and the  enforcement of agreement for deed,  including
the right to foreclosure any defaulted  Mortgage;  and the Trustee shall have no
right or duty in  respect  to such  matters.  Deltona  shall  have the  right to
collect payments and to service installment and mortgage receivables, in its own
name or through its agents with respect to the Property. Neither Deltona nor the
Beneficiary  is the agent of the Trustee for any purpose  whatsoever and neither
has any authority  whatsoever  to contract or to execute  leases or do any other
act in the name of the  Trustee or to  obligate  the  Trustee  personally  or as
Trustee. Notwithstanding the provision in this paragraph, the power of directing
the deeding of Property to Lot  Purchaser or satisfying or releasing of liens on
Property  and all other  powers of Deltona  hereunder  may be  exercised  by the
Beneficiary  upon written notice to the Trustee that an Event of  Non-Compliance
has  occurred  and  exists.  Until  the  Trustee  is  provided  a Notice of Non-
Compliance, Deltona shall be entitled to record all deeds to Lots and record all
mortgages and satisfactions  thereof.  Beneficiary shall pay all recording fees,
taxes and stamps in  connection  therewith.  Deltona  shall pay the cost for the
premium due for each owners title insurance policy.  The Trustee is specifically
authorized and required to rely on the written notice from the Beneficiary  that
an Event of Non-Compliance has occurred.  Such written notice of the Beneficiary
shall also be  delivered to Deltona.  The Trustee  shall have a duty to act upon
such written notice after ten (10) days of receipt of such written notice.

     18.  TRUSTEE  NOT  REQUIRED  TO GIVE  WARRANTY.  The  Trustee  shall not be
required to execute any  instrument  containing  any  covenants of warranty that
would result in liability to the Trustee in regard to the  execution of any such
instrument.

     19. EVENT OF NON-COMPLIANCE.  For purposes of this Agreement,  an "event of
non-compliance" is hereby defined as:

         (i)   failure  of  Deltona  to  perform  any of the terms and
               conditions of this Agreement and of the Servicing  Agreement;  or
         (ii)  the filing of any bankruptcy by or against Deltona;
         (iii) an in either  case  failure  of  Deltona  to cure (i) and (ii)
               above within (30) days

                                        8
<PAGE>
               after notice thereof from Beneficiary.

The furnishing of notice of  non-compliance by Beneficiary to Trustee shall
revoke all powers of Deltona under this Agreement.

     20. LAW GOVERNING.  This Trust  Agreement  shall be construed in accordance
with, and governed by the laws of, the State of Florida.  In the event action or
suit is commenced as a result of any matter affecting this Trust Agreement,  the
parties hereto designate Dade County,  Florida,  as the proper  jurisdiction and
the venue of such action or suit.

     21.  NOTICES.  All notices or other  writings  required or  permitted to be
given by either party to this Trust Agreement  shall be in writing,  sent to the
address set forth on the signature page hereof,  and shall be deemed to be given
in the case of hand  delivery,  when  received,  and in the case of  mailing  by
certified or registered mail, return receipt requested, five (5) days after said
notice has been deposited in the United States Mail, postage prepaid, and in all
cases upon receipt by the appropriate party. Any party may change its address to
which said notices are to be sent by giving notice of same to the other party in
accordance  with the provisions  hereof at least ten (10) days prior to any such
notice.

     22. NO  THIRD-PARTY  BENEFICIARY.  This Trust  Agreement  is solely for the
benefit of the parties hereto and no person or persons not a party to this Trust
Agreement shall have any rights or privileges  under this Trust Agreement either
as a  third-party  beneficiary  or  otherwise,  except  to the  extent  that the
Beneficiary  may have the right to exercise the power of direction  with respect
to the Property.

     23. TERM. The term of this Trust Agreement shall be for a period of fifteen
(15) years from the date of this Trust  Agreement  unless  sooner  terminated as
otherwise  provided in this Trust  Agreement.  Upon receipt of written notice of
termination of this Trust by Beneficiary,  this Trust shall be terminated.  Upon
the expiration of this Trust Agreement or termination,  the Trustee shall convey
all of the  Property  at any  kind as  directed  in a  writing  executed  by the
Beneficiary.

     24.  REVOCATION  AND  AMENDMENT.  Beneficiary  may at any  time by  written
instrument  delivered to the Trustee revoke, or with the consent of the Trustee,
amend this Trust  Agreement.  In the case of revocation,  which shall take place
after  providing at least sixty (60) days prior written notice to Trustee with a
copy of such notice to the  Beneficiary,  the Trustee  shall convey title to the
Property in accordance with the procedures set forth in Section 13 of this Trust
Agreement  and,  in the case of  amendment,  Beneficiary  shall  furnish  to the
Trustee the written form of said amendment as executed by Beneficiary.  Upon the
execution of said amendment by the Trustee,  said amendment  shall be considered
to be an amendment to this Trust Agreement.


                                        9
<PAGE>
     25. CHANGING  TRUSTEE.  The  Beneficiary  shall have the right to appoint a
successor Trustee at any time by written notice to Trustee and Deltona.

     26.  MISCELLANEOUS.  The captions for the paragraphs  contained  herein are
solely for the  convenience of the parties and do not, in  themselves,  have any
legal  significance.  Time is of the  essence of this Trust  Agreement.  In this
Trust  Agreement,  the plural  includes the singular and vice versa.  This Trust
Agreement  constitutes  the complete  agreement  between the parties  hereto and
there are no  representations,  agreements or  understandings  other than as set
forth  herein.  This Trust  Agreement  may not be  amended,  changed or modified
except by a writing signed by all the parties to this Trust Agreement.

     27.  INTERPLEADER.  If any of the parties  hereto shall be in  disagreement
about the  interpretation  of this  Trust  Agreement,  of about the  rights  and
obligations  of or the  propriety  of any  action  contemplated  by the  Trustee
hereunder,  the  Trustee  may (but need not),  at its sole  discretion,  file an
action in  interpleader  to resolve  said  disagreement.  The  Trustee  shall be
indemnified  for all costs,  including  attorneys'  fees, in connection with the
aforesaid interpleader action, and shall be fully protected in suspending all or
a part of its activities  under this Trust  Agreement  until a final judgment in
the interpleader action is received.

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

THE DELTONA CORPORATION                   FIVE POINTS TITLE SERVICES, CO., INC.

By:/s/ Earle D.  Cortright, Jr.           By:/s/ Nancy Roche
   -------------------------------------     -----------------------------------
Earle D. Cortright, Jr., President        Nancy Roche, President
Address:  999 Brickell Avenue, Suite 700  Address:999 Brickell Avenue, Suite 700
          Miami, Florida  33131                   Miami, Florida 33131

Gram hereby  acknowledges  its rights and  obligations  under the aforesaid
Trust  Agreement  as to those  paragraphs  that  pertains  to Antony Gram and/or
Affiliates.

SCAFHOLDING, B.V.

By: /s/ Antony Gram
   --------------------------
   Antony Gram, President

                                       10
<PAGE>
                                  EXHIBIT "A"
     Scafholding B.V. to pay Five Points Title Services Co., Inc., Trustee

1.   Administrative Fees and Work Charges:

        $50.00 per Transaction (conveyances, assignments, and satisfactions).

2.   Administrative Fees and Work Charges for any out of the ordinary
     transaction, excluding the above, will be agreed to between both
     parties.

3.   Administrative Fees and Work Charges include maintenance of account,
     correspondence, preparation of documents as needed, updated records of
     transactions, recording services, research, title searches, escrow
     services, and any other administrative duties required.

4.   Scafholding B.V. to reimburse Five Points Title Services Co., Inc. for any
     out-of-pocket expenses that might be incurred by Trustee in connection with
     the administration of the account or any transaction.

<PAGE>
                                   EXHIBIT C
                           TRUST AND SERVICE AGREEMENT
--------------------------------------------------------------------------------

     By this Trust and Service Agreement  ("Agreement")  made as of the 13th day
of  November, 1997,  SCAFHOLDING B.V., a Netherlands  corporation,  (hereinafter
referred to as "Scafholding",  THE DELTONA  CORPORATION,  a Delaware corporation
(hereinafter variously referred to at "Deltona",  and FIVE POINTS TITLE SERVICES
COMPANY,   INC.,   a   Florida   corporation   (hereinafter   referred   to   as
"Trustee")confirm and agree as follows:

     1. Introduction
        ------------

     1.1  Scafholding  has entered  into an Agreement of Purchase and Sale dated
November  13th,  1997,  ("Purchase  Agreement"),  pursuant to which  Scafholding
purchase all of Deltona's beneficial and equitable interest in those installment
sales  agreements,  notes and  mortgages,  which  arose from the sale of lots in
various communities in Florida ("Purchased Account"). Scafholding's ownership of
the Purchased Accounts shall be evidenced by the certificate  attached hereto as
Exhibit "A".

     1.2  Scafholding  desires that Deltona  perform,  and Deltona is willing to
perform the collection and accounting  services  identified  with respect to the
Purchased Accounts, all upon terms and conditions set forth below.

     1.3 The parties  hereto desire to enter into this Agreement for the purpose
of  setting  forth  their  understanding  with  respect  to the  services  to be
performed for Scafholding by Deltona in connection  with the Purchased  Accounts
that form the corpus of this Agreement.

     1.4 Trustee shall hold title to the land underlying the Purchased  Accounts
until conveyed to the individual  purchaser or otherwise as provided for in this
Agreement.

     2. Agreement
        ---------

     2.1  Agreement  of  "General   Intangibles"   and  Collection   Services  -
Notwithstanding  Section 9, entitled "Documents to be Delivered at Closing",  of
the Purchase Agreement, Deltona shall

                                        1
<PAGE>
retain in its possession,  and segregate all original "General Intangibles"
as defined in the  Purchase  Agreement  while  Deltona  services  the  Purchased
Accounts.  Scafholding shall be entitled to inspect the "General Intangibles" at
any reasonable time within twenty-four (24) hour prior notice given to Deltona.

     Deltona shall be the agent of Scafholding  solely with respect to all cash,
checks,  drafts,  money  orders,  and other  things of payments,  which  Deltona
collects on the Purchased Accounts;  and in connection therewith shall act under
the  direction  and control of  Scafholding.  Commencing  as of the date hereto,
Deltona will perform in connection  with the Purchased  Accounts the  collection
services specified herein:

                    (a) Use a collection procedure acceptable to Scafholding for
the daily collection of payments on the Purchased Accounts;

                    (b) Deltona shall open all envelopes, remove their contents,
and deposit the proceeds  thereof,  other than the remittance and payment cards,
on a daily basis to the account referenced above.

                    (c) Deposit  all  payments  on the  Purchased  Accounts to a
special account,  as to which  Scafholding shall be the equitable beneficiary
and the signature cards of which shall bear the notation "Scafholding Escrow
Account",  and remit all collected items,  less any bank fees  relating  to any
deposited  items or Scafholding  Escrow  Account,  in  full to  Scafholding,  by
wire transfer or check to an address advised in writing by Scafholding from time
to time,  referencing  specified  "Deltona  Installment Sales Contracts,  Notes
and Mortgages", or in such other times as Scafholding may direct in writing;

                    (d) Return  incomplete or post dated checks to Makers of the
checks under the respective Purchased Accounts.

                    (e)  Redeposit  checks  returned  to Deltona  for reasons of
"return to Maker" or  "non-sufficient  funds" or words or similar import; and

                    (f) Return to Maker checks not paid and returned from drawee
bank,  including  such  checks  as are not paid and  returned  to Deltona after
being redeposited.

                    (g) Deltona will apply all collected  funds first to utility
impact fees,  second to accrued  interest and third to principal.  All funds
collected for utility impact fees shall be remitted to the utility escrwo by
Deltona on a monthly basis.

                                        2
<PAGE>
                    (h) Deltona  will bill and collect  real estate tax payments
from  customers  and  coordinate  payment  of those  taxes to the respective
counties.

     2.2 Accounting  Services - No later than 15 days after the last day of each
         --------------------
month  commencing  with the first full calendar month following the date hereof,
Deltona will deliver to  Scafholding,  at the address to which notices are to be
sent to  Scafholding,  pursuant to Paragraph 6 hereof,  a "trial balance" report
showing  through the last day of the preceding month the following (a) principal
balances on each  Purchased  Account,  (b) payments  received on each  Purchased
Account  allocated as between  principal and interest,  and (c) a current status
for each Purchased  Account  showing  delinquencies  or  prepayments,  and other
similar  adjustments.  Concurrently,  with the "trial balance"  report,  Deltona
shall  provide  to  Scafholding  a separate  report  detailing  the total  daily
deposits for each account  during the  preceding  month.  Deltona  shall further
deliver to  Scafholding  such other reports which  Scafholding  may from time to
time reasonably request in writing.

     2.3 Standard of Care - Liability for Consequential and Incidental Damages -
         -----------------------------------------------------------------------
Deltona  agrees to use the same degree of care in processing  the items and data
required by this  Agreement,  that it uses in processing  similar items and date
for their own use.  Deltona  shall not accrue  liability  for  consequential  or
incidental damages resulting from the inaccuracy of any information  supplied to
Scafholding, or any errors or mistakes in reports prepared hereunder, except for
those  caused  by the  negligence  or  willful  misconduct  of  Deltona  or it's
employees.  All errors brought to the attention of Deltona or which become known
to Deltona shall be corrected within thirty (30) days thereafter.

     2.4 This Agreement  shall  terminate upon sixty (60) days written notice by
Deltona or Scafholding.

     2.5 Title to Lots
         -------------

     (a)  Simultaneously  with  the  closing  on the  sale  contemplated  in the
Agreement of Purchase and Sale,  Deltona shall have conveyed by General Warranty
Deeds  the fee  simple  title  to all  lots  underlying  the  installment  sales
agreements  which are part of the  Purchased  Contracts,  which  deeds  shall be
recorded  in the  appropriate  county  in the  State  of  Florida,  to  Trustee.
Scafholding  agrees  that title to the  respective  lots shall be  conveyed,  in
trust, pursuant to that certain Land Trust Agreement, attached hereto and made a
part  hereof as Exhibit  "B",  pending  receipt of the  installment  payments or
mortgage payments required in each of the Purchased  Accounts.  At the time each
Purchased  Account  shall have become paid in full or at such time as  Purchaser
enters  into a Mortgage  and  Promissory  Note for the  balance of the  Purchase
Price, Trustee,  hereunder, shall, on behalf of Scafholding, as the case may be,
either  (1)  prepare a  Warranty  Deed for the  execution  thereof  by  Trustee,
conveying title to the respective account holder of the Purchased  Account,  all
as

                                        3
<PAGE>
contracted  for in the purchased  contract,  after which such deed or deeds
shall be  forwarded  by Trustee to be  recorded  in the County  where the lot is
located, subject to search of title among the Public Records for any intervening
matters of record  filed  after  Deltona's  deed to Trustee  for the  benefit of
Scafholding at closing; or (2) prepare  appropriate  Satisfaction of Mortgage to
be executed by Scafholding and recorded in the appropriate County by Five Points
Title  Services  Co.,  Inc.  Deltona  agrees to cause an owners  policy of title
insurance  to be issued in favor of the  grantees  of each such deed that  shall
have been recorded upon payment in full, as aforesaid.  Scafholding  agrees that
the Trustee  shall  retain title to all lots,  for the  contract lot  purchasers
until the contracts  have been paid in full or converted to a Mortgage and Note,
and unless the contract shall have been canceled for non-payment will not suffer
any clouds on title thereto. Scafholding agrees to bear the costs of preparation
of each deed,  the costs of recording,  the  affixation of the property State of
Florida documentary stamps taxes prior to recording.  Deltona agrees to bear the
costs for the  premium  due for each owners  title  insurance  policy as to each
Purchased Account.

     (b) In the event  that any  Purchased  Account  shall,  prior to  maturity,
become delinquent and not be subsequently reinstated, the result of which shall,
according to the terms of the  respective  contract or note and mortgage  become
the basis for cancellation of the contract or acceleration of the mortgage and a
foreclosure  action, such contract or mortgage shall, be canceled by Deltona and
the  report  of the  cancellation  or  acceleration  shall  appear  in the  next
following  monthly report to  Scafholding.  Thereafter,  Scafholding and Deltona
shall either:

     (c)  If a  Purchaser  does  not  pay a sum  owed  pursuant  to a  Purchased
Instrument and such non-payment  continues longer than the grace period provided
in the Purchase Instrument, Deltona, within thirty (30) days of such date, shall
replace the Purchased Instrument with a Replacement Receivable. This Replacement
Obligation  shall not extend to  contracts  for the  purchase of the lots in St.
Augustine  Shores  Subdivision  listed on Exhibit D to the Agreement of Purchase
and Sale, annexed hereto.

     (d) When and if Deltona  replaces a Purchased  Instrument  pursuant hereto,
Scafholding  shall  deliver  to Deltona  each such  Purchased  Instrument  by an
assignment of the Purchased Instrument and General Intangibles and conveying the
Lot or  Mortgage  related  thereto  to  Deltona  by a Special  Warranty  Deed or
assignment,  as the case may be, without  warranty,  representation  or recourse
except that  Scafholding  has not sold,  assigned or  otherwise  encumbered  the
Purchased  Instrument prior to the date of such reassignment,  and Deltona shall
concurrently  deliver to Scafholding a Replacement  Receivable together with all
documents as required for the original purchase.

     (1) With  respect to  defaulted  notes and  mortgages,  the  Trustee  shall
reassign  the note and  mortgage to Deltona.  Deltona  shall then proceed with a
foreclosure action

                                        4
<PAGE>
and upon completion of the action, offer the lot for sale;

     or

     (2) With  respect to  defaulted  contracts,  Trustee  shall  reassign  such
contract  to  Deltona  and  Deltona  shall  resell  the  lot to  create  another
receivable to fulfill potential future replacement  obligation.  In the event of
replacement,  Deltona  and  Scafholding  shall  direct the Trustee to accept the
replacement  through Assignment and/or conveyances and reconvey and reassign the
defaulted contracts with lots, notes and mortgages to Deltona.

     3. Litigation Involving Purchased Accounts
        ---------------------------------------

     In the event any legal action or other  proceedings are brought relating to
any of the Purchased  Accounts,  Deltona will deliver to  Scafholding , promptly
after Scafholding's  request therefore,  such papers as Deltona may have in it's
possession,  and which  buyer in it's sole  discretion  deems  relevant  to such
action.  Notwithstanding the foregoing,  Deltona holds Scafholding harmless from
any claim or claims which may be brought by the respective  Purchasers under the
installment sales agreements or purchase-money  mortgages  (Purchased  Accounts)
against  Deltona,  for all  losses,  costs,  expenses,  liabilities  and  damage
whatsoever,  including  but not limited to costs and  attorneys'  fees which may
arise at anytime,  related  thereto and/or as a result of the sale  contemplated
and related hereto, directly or indirectly,  as a result of any act or admission
of Deltona in connection  herewith or,  relation or  connection  with any of the
Purchased  Accounts,  or which  may  otherwise  arise as a result  of  Deltona's
exercise or performance of any of its powers of duties hereunder.  Deltona will,
at its expense,  defend any action of proceeding  instituted by such Purchasers,
which  relate  directly  or  indirectly  to  the  Deltona's  duties  under  this
Agreement.

     4. Fees to Deltona for Services Rendered
        -------------------------------------

     The parties  hereto  agree that the fees for the services  contemplated  in
this  Agreement  to be performed  by Deltona  shall be Five Dollars  ($5.00) per
Purchased Account per month for all Purchased Account that have not been paid in
full

     Scafholding  shall be responsible for all costs  associated with conveyance
of title.  Deltona  shall be  responsible  for all costs  associated  with title
insurance policies and foreclosures.

     5. Qualification as Portfolio Interest
        -----------------------------------

     The parties  hereto  acknowledge  that it is their intent that the interest
transmitted to  Scafholding by the Deltona under this Agreement  shall be exempt
from  United  States  income  tax  withholding  pursuant  to  the  statutes  and
regulations relating to "portfolio interest" as defined under

                                        5
<PAGE>
United States income tax laws.  Consequently,  Scafholding's  Participating
Interest in this Agreement which is represented by the Registered Portfolio Debt
Ownership Certificate (the "Certificate") a copy of which is attached as Exhibit
"A" hereto is registered with the Deltona. In addition, the parties agree that:

     (a) Ownership of Scafholding's  Interest in the Purchased Assets may not be
transferred in whole or in part except as provided in the  Certificate  attached
hereto as Exhibit "A";

     (b) Scafholding shall file with Deltona,  and keep current,  a Form W-8, or
such substitute  forms as may be required from time to time by the United States
Internal Revenue Service;

     (c)  Deltona  shall  file a Form  10425  annually  with the  United  States
Internal  Revenue  Service with a copy of  Scafholding's  Form W-8 statement and
shall otherwise comply with the requirements of Treas. Reg. 1.6049-5(b)(2)(iv).

     6. Attorneys' Fees
        ---------------

     In the  event of any  litigation  or  arbitration  proceeding  between  the
parties to this  Agreement,  the  prevailing  party shall be entitled to recover
reasonable attorneys' fees and costs in addition to any other relief awarded.

     7. Choice of Law and Venue
        -----------------------

     This Agreement  shall be construed in accordance with the laws of the State
of Florida.  In the event of litigation between the parties hereto, it is agreed
that such  litigation  shall be maintained in the courts of the State of Florida
or in the United  States  District  Court in the State of  Florida.  The parties
hereto  expressly  waive any objection to said venue,  and agree that service of
process maybe affected in the manner  provided for giving of notice  pursuant to
Paragraph 6 hereof.

     8. Notice
        ------

     Any notice required or permitted to be given hereunder shall be in writing,
and shall be transmitted by postage  prepaid,  certified or registered  mail, to
the parties at their address designated herein as follows:


                                        6
<PAGE>
                  Grantor
                           Scafholding B.V.
                           Ottergeerde 14
                           4941 VM Raamsdonksveer
                           The Netherlands

                  Deltona
                           The Deltona Corporation
                           999 Brickell Avenue
                           Suite 700
                           Miami, Florida  33131
                           Attention:  Earle D. Cortright, Jr., President

                  Five Points Title Services Company, Inc.
                           999 Brickell Avenue
                           Suite 700
                           Miami, Florida  33131
                           Attention: Nancy Roche, President

     9. Modification
        -------------

     This Agreement exclusively and completely states the rights and obligations
with  respect to the  matters  set forth  herein.  No  modification,  variation,
termination,  discharge,  or  abandonment  thereof,  and no waiver of any of the
provisions  or  conditions  shall be valid,  unless in writing and signed by the
parties hereto.

     10. Binding Effect
         --------------

     This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
parties hereto and their successors and assigns.

     11. Severability
         ------------

     In case any one or more of the provisions contained in this Agreement shall
be held invalid, illegal or unenforceable in any respect, the validity, legality
and  unenforceability of the remaining provisions contained herein, shall not in
any way be affected or impaired thereby.


                                        7
<PAGE>
     IN WITNESS  WHEREOF,  this  Agreement  is executed as of the date set forth
above.

                                          THE DELTONA CORPORATION

                                          By: /s/ Earle D.  Cortright, Jr.
                                             ----------------------------------
                                             Earle D. Cortright, Jr., President
                                             "Deltona"

                                          SCAFHOLDING, B.V.

                                          By: /s/ Antony Gram
                                             ----------------------------------
                                             Antony Gram
                                             "Scafholding"

                                          FIVE POINTS TITLE SERVICES
                                           COMPANY, INC.

                                          By: /s/ Nancy Roche
                                             ----------------------------------
                                             Nancy Roche, President
                                             "Trustee"


                                        8
<PAGE>
                                    EXHIBITS

     Exhibit A: Certificate of Scafholding's Ownership of Purchased Accounts

     Exhibit B: Trust Agreement

     Exhibit C: Agreement of Purchase and Sale dated 11/13/97