<PAGE>   1
                                                                   EXHIBIT 10(b)

                              CITY OF JACKSONVILLE
                        INTERCHANGE DEVELOPMENT AGREEMENT

     This Interchange Development Agreement is made and entered into by and
between the CITY OF JACKSONVILLE, Florida, a municipal corporation and a
political subdivision of the State of Florida, hereinafter referred to as the
"City", and GRAN CENTRAL CORPORATION, a Florida corporation, hereinafter
referred to as "Gran Central", all as of the ______ day of ___________, 1999.

                               RECITATION OF FACTS

          A. WHEREAS, Interstate 95 currently serves as a primary north-south
 artery for traffic in and around the City. There currently exists no
 interchange south of US 1 on Interstate 95 to serve the southern end of the
 City. The southern end of the City is presently experiencing significant growth
 thereby increasing significantly the traffic congestion on other roads which
 traffic could be served by Interstate 95 if an interchange were constructed.
 The construction of an interchange at the intersection of Interstate 95 and Old
 St. Augustine Road (hereinafter referred to as the "Interchange") is not
 currently planned by State or Federal authorities and will not be constructed
 for a number of years by State or Federal authorities. In light of this growth
 and in light of the acute and critical stress being placed on other
 transportation facilities in the vicinity, the City recognizes the immediate
 and critical need for the Interchange.

         B. WHEREAS, the City recognizes that construction of the Interchange
will also make a significant beneficial contribution to current and future
regional transportation needs and constitutes "large regional impact" as
provided for in the Incentive Policy of Jacksonville Economic Development
Commission as such Incentive Policy has been approved by the City.

         C. WHEREAS, the City does not currently have funds appropriated or a
source of funds dedicated to construction of the Interchange; however, it
anticipates that the enhanced property values and growth potential generated by
the Interchange will generate sufficient funds to pay for a number of
transportation improvements, including but not limited to the Interchange.

         D. WHEREAS, recognizing the enhanced property values it will enjoy as a
result of the Interchange, Gran Central is willing to cause the Interchange to
be immediately designed, constructed and approved in accordance with the
standards and requirements of the State of Florida Department of Transportation
(the "DOT"), at its cost, provided that such costs may be reimbursed through
increased County ad valorem revenues generated from the Interchange


<PAGE>   2

Development Area as hereinafter defined and from other sources as provided for
herein.

         E. WHEREAS, the purpose of this Interchange Development Agreement
("Agreement") is to set forth the respective rights and obligations of the City
and Gran Central concerning the Interchange, including but not limited to:

                  1. The agreement of Gran Central to:

                           (a) conduct such studies and analysis as may be
required to obtain regulatory approval of the location of the Interchange;

                           (b) use its good faith efforts to obtain DOT and
other regulatory approvals;

                           (c) convey to the DOT certain real property necessary
or desirable for the construction of the Interchange;

                           (d) design and construct the Interchange; and

                           (e) terminate the Access Easement.

                  2. The agreement of the City to:

                           (a) obtain title to real property by eminent domain
or otherwise as necessary or desirable to develop the Interchange, the cost of
which shall be advanced by Gran Central;

                           (b) establish a developer contribution fund for
investment recoupment by Gran Central (the "Investment Recouping Fund"); and

                           (c) from amounts paid into the Investment Recouping
Fund so established, pay to Gran Central and make an economic development grant
to Gran Central to be funded in an amount equal to the Project Grant, as
hereinafter defined, in consideration of the acquisition, permitting, design and
construction of the Interchange and New Access Road, as hereinafter defined.

         F. WHEREAS, pursuant to the terms of related agreements, DOT will
monitor and inspect construction of the Interchange to confirm compliance with
the DOT standards and requirements; accept conveyance of the real property
including those lands when acquired by the City and accept conveyance of
improvements constituting the Interchange upon completion; and maintain the
Interchange as part of the interstate highway system upon its completion.

                  1. Gran Central is qualified to carry out and complete the
Interchange in accordance with this Agreement.


                                       2

<PAGE>   3

                  2. Gran Central's willingness to assume responsibility for
financing the cost and expense of the Interchange and to accept payment of the
Interchange Development Costs in annual installments will enable the City to
fund and pay the Interchange Development Costs as and when incremental property
tax revenues generated from the Interchange in the Interchange Development Area
are received by the City.

                  3. Funding from the sources provided herein for the
Interchange Development Costs is necessary to enable Gran Central to construct
the Interchange on a basis that will be economically viable and competitive.

                  4. The authorizations provided by this Interchange Development
Ordinance are for public uses and purposes for which the City may use its powers
as a municipality and a political subdivision of the State of Florida in order
to provide essential economic development assistance for the Interchange, and
the necessity in the public interest for the provisions herein enacted is hereby
declared as a matter of legislative determination.

         G. WHEREAS, Gran Central recognizes the importance of the role of
community service in good corporate citizenship. Gran Central provides
significant community service and support to the City of Jacksonville and its
citizens by participation in numerous voluntary community activities and has
pledged to continue it's efforts toward community service in Jacksonville.

         H. WHEREAS, the Jacksonville Economic Development Commission has
recommended approval of the Interchange proposal; and

         I. WHEREAS, Gran Central has agreed to finance the cost of the
Interchange and to accept payment of the Interchange Development Costs in
installments as provided in this Agreement, enabling the City to fund and pay
the Interchange Development Costs if and when incremental property tax revenues
generated by the Interchange within the Interchange Development Area and
Investment Recouping Funds are received by the City and thereby eliminate the
necessity for the City to borrow funds in order to pay the Interchange
Development Costs.

         NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, together with other good and valuable consideration, the City and Gran
Central agree to the terms of this Agreement.


                                       3

<PAGE>   4

                            AGREEMENT OF THE PARTIES

1. Accuracy of Recitals and Definitions.

         1.1 The matters set forth in the Recitation of Facts paragraphs of this
Agreement are true and correct as of the date hereof and are incorporated herein
by reference.

         1.2 Definitions. The terms used in this Agreement shall have the
following meanings:

                  (a) "ACCESS EASEMENT" shall have the meaning ascribed in
Section 3 below.

                  (b) "AGREEMENT" shall mean this Interchange Development
Agreement.

                  (c) "APPLEBAUM PROPERTY" shall mean the Property described on
Exhibit "B" attached hereto.

                  (d) "CITY" shall mean the City of Jacksonville, Florida, a
municipal corporation and a political subdivision of the State of Florida.

                  (e) "COMMENCEMENT" shall have the meaning ascribed in Section
4 below.

                  (f) "CONSTRUCTION FUNDS FACTOR" shall have the meaning
ascribed in Section 5.3 below.

                  (g) "DOT" shall have the meaning ascribed in Section D of the
Recitation of Facts herein.

                  (h) "DOT AGREEMENT" shall have the meaning ascribed in Exhibit
"A" attached hereto.

                  (i) "GRAN CENTRAL" shall mean Gran Central Corporation, a
Florida corporation.

                  (j) "GRAN CENTRAL PROPERTY" shall be the Property described on
Exhibit "B" attached hereto.

                  (k) "INTERCHANGE" shall mean the interchange improvements to
be constructed by Gran Central pursuant to the DOT Agreement at the
intersection of Interstate 95 and Old St. Augustine Road.

                  (1) "INTERCHANGE COMMENCEMENT DATE" shall have the meaning
ascribed in Section 9.16 below.


                                       4

<PAGE>   5

                  (m) "INTERCHANGE DEVELOPMENT AREA" shall have the meaning
ascribed in Section 6.2 below.

                  (n) "INTERCHANGE DEVELOPMENT COSTS" shall have the meaning
ascribed in Section 5.1 below.

                  (o) "INTERCHANGE DEVELOPMENT ORDINANCE" shall have the meaning
ascribed in Section 6.1 below.

                  (p) "INTERCHANGE LANDS" shall be those lands described on
Exhibit "B" attached hereto.

                  (q) "INVESTMENT RECOUPING CONTRIBUTIONS" shall have the
meaning ascribed in Section 7 below.

                  (r) "INVESTMENT RECOUPING FUND" shall have the meaning
ascribed in Section E(2)(c) of the Recitation of Facts above.

                  (s) "MAXIMUM IDF REIMBURSEMENT COST" shall have the meaning
ascribed in Section 5.3 below.

                  (t) "NEW ACCESS ROAD" shall have the meaning ascribed in
Section 3 below.

                  (u) "NOTICE" shall have the meaning ascribed in Section 4
below.

                  (v) "PROJECT GRANT" shall have the meaning ascribed in
Section 6.2 below.

                  (w) "VENDORS" shall have the meaning ascribed in Section 9.11
below.

         2. Predesigned Studies and Approvals. Within 90 days from the execution
hereof, Gran Central shall commence or commission such studies, analyses and
evaluations as may be necessary to obtain the DOT's approval of the location of
the Interchange. Upon obtaining such approval, Gran Central shall, subject to
the terms hereof, enter into the State of Florida Department of Transportation
Interchange Development Agreement substantially in the form attached hereto as
Exhibit "A" (the "DOT Agreement"). The execution and delivery of the DOT
Agreement by Gran Central and the DOT shall be a condition precedent to the
obligation of the City to commence acquisition of the Applebaum Property as
defined in and pursuant to Section 3 below and the obligation of Gran Central to
commence design and permitting of the Interchange pursuant to Sections 4.1 and
4.2 below.

         3. Real Estate Acquisition and Transfer. The Interchange shall be
located on the lands described on Exhibit "B" hereto (the


                                       5

<PAGE>   6

"Interchange Lands"). The Interchange Lands are comprised of (i) property
presently owned in fee simple by Gran Central (the "Gran Central Property") as
described on Exhibit "B", and (ii) property owned in fee simple by the
Applebaum Trust (the "Applebaum Property") as described on Exhibit "B". A
portion of the Applebaum Property is subject to an easement in favor of Gran
Central which provides the sole means of ingress and egress to additional lands
of Gran Central adjacent to the Applebaum Property (the "Access Easement"). In
addition to and simultaneously with conveyance of the Gran Central Property to
the DOT, Gran Central shall terminate its rights to the Access Easement in
consideration of the agreements of the City and the DOT as contained herein to
include the design, permitting and construction of a new access road over and
upon a portion of the Interchange Lands which will provide access to remaining
lands owned by Gran Central (the "New Access Road") as part of the reimbursed
costs of Gran Central as provided for herein.

         3.1 Acquisition of Applebaum Property.

                  (a) Subject to and conditioned upon: (i) execution of the DOT
Agreement; and (ii) receipt of all permits and approvals required under Section
4.2 hereof, the City shall exercise its powers of eminent domain if necessary to
acquire title to the Applebaum Property for purposes of constructing the
Interchange and New Access Road. If condemnation under the power of eminent
domain is commenced and prosecuted, it shall be under the authority of Chapter
73, F.S. and no declaration of taking or other provisions of Chapter 74, F.S.
shall be filed or utilized without the prior written approval of Gran Central.
Gran Central shall pay the cost and expenses of the condemnation proceedings
for the Applebaum Property, including but not limited to any appraisal reports.
The City shall have no responsibility for any such costs or expenses.

                  (b) Upon completion of the condemnation, the City will convey
the Applebaum Property to the DOT by Special Warranty Deed pursuant to the DOT
Agreement subject only to those matters that were disclosed by title search and
which are not removed as part of the condemnation proceeding. The City agrees to
remove all objectionable title matters pursuant to the condemnation proceeding
to the extent possible. Gran Central shall pay the cost of recording the
Special Warranty Deed, the documentary stamps due thereon, if any, and the cost
of any title insurance premium which may be required by law as a condition to
acceptance of the conveyance by DOT.

                  (c) The Applebaum Property shall be conveyed "as is." The City
shall have no obligation to remove any existing improvements, structures or
obstructions from the condemned property. It shall be the sole responsibility of
Gran Central, at its expense, to investigate and determine the soil conditions
of


                                       6

<PAGE>   7

the condemned property. The City makes no representation as to the presence on
or under, or the escape, seepage, leakage, spillage, emission, discharge or
release from the condemned property of any hazardous substance as defined by the
United States Environmental Protection Agency or in any Federal, state or local
law, rule or regulation.

         3.2 Timing Termination Events. If the City shall not have successfully
and finally completed the acquisition of the Applebaum Property as herein
provided within twelve (12) months of Commencement, as such term is defined in
Section 4 below, for any reason whatsoever, then Gran Central may elect to
terminate this Agreement by providing written notice to the City not later than
thirteen (13) months after commencement.

         3.3 Cost Termination Event.

                  (a) Should the estimated Interchange Development Costs exceed
the Maximum IDF Reimbursement Cost, as such term is defined in Section 5.3
below, then Gran Central shall have the right, at any time within ten (10) days
after Gran Central receives notice of the rendition of a judgment in the
condemnation proceeding by notice to the City and its condemnation attorney, to
terminate this Agreement unless the City agrees prior thereto in its sole
discretion to reimburse to Gran Central the Interchange Development Costs in
excess of the Maximum IDF Reimbursement Cost in the manner provided in Section 6
hereof. If Gran Central does not elect to so terminate this Agreement, then all
costs and expenses incurred by Gran Central in the development of the
Interchange and New Access Road in excess of the Maximum IDF Reimbursement Cost
shall be paid by Gran Central without any right to reimbursement from the
Project Grant or the Investment Recouping Fund.

                  (b) Upon receiving Gran Central's notice of termination, the
City's condemnation attorney shall file a voluntary dismissal. Thereafter, Gran
Central shall continue to be responsible for all related costs, including but
not limited to the attorneys' fees payable to the City's condemnation attorney
plus those fees and costs assessed against the City by the court in the
condemnation proceeding.

         3.4 Termination. Upon termination of this Agreement, at the option of
Gran Central for either reason as aforesaid, Gran Central shall be relieved of
any further obligation hereunder except for the payment of fees and costs
incurred in the condemnation proceedings up to the date of termination. Upon
termination of this Agreement pursuant to this Section 3.4, Gran Central shall
have no obligation to pay any condemnation award for the Applebaum Property.


                                       7


<PAGE>   8

         3.5 Conveyance of Gran Central Property.

                  (a) Subject to and conditioned upon: (i) execution of the DOT
Agreement; (ii) satisfaction of all conditions of construction commencement set
forth in Section 2.1 of the DOT Agreement; (iii) receipt of all permits and
approvals required under Section 4.2 hereof; (iv) acquisition of the Applebaum
Property pursuant to the condemnation described in Section 3.1 above; and (v)
City establishment of the Investment Recouping Fund as set forth in Section 8(g)
below, Gran Central shall convey to the DOT the Gran Central Property and its
rights in and to the Access Easement.

                  (b) Gran Central shall convey the Gran Central Property to the
DOT by Special Warranty Deed and its rights in the Access Easement to the DOT by
Quitclaim Deed. Gran Central shall pay the cost of recording the Special
Warranty Deed and Quitclaim Deed, the documentary stamps due thereon, if any,
and the cost of any title insurance policy premium which may be required by law
as a condition to acceptance of the conveyances by the DOT.

         4. Design, Permitting and Construction of the Interchange and New
Access Road. Gran Central shall design, obtain the necessary permits and
construct the Interchange in accordance with the DOT Agreement. The DOT
Agreement may not be modified, altered or amended without the prior written
consent of the City which consent shall not be unreasonably delayed or withheld.
Gran Central shall not be required to commence final design of the Interchange
unless and until (i) the DOT executes and delivers the DOT Agreement and (ii)
the City has commenced acquisition of the Applebaum Property pursuant to
Section 3.1 hereof ("Commencement"). Notwithstanding the foregoing, however, as
a condition to the City's obligation to commence condemnation proceedings as to
the Applebaum Property, Gran Central shall be required to commence and complete
the Project Development and Environmental Study, the Interchange Modification
Report and permitting of the Interchange as set forth in Section 4.2 hereof, and
shall notify the City in writing within thirty (30) days of satisfaction of such
conditions that such conditions have been satisfied (the "Notice"). The City
shall introduce legislation necessary to commence the condemnation proceedings
as to the Applebaum Property within thirty (30) days of receipt of the Notice
from Gran Central and shall diligently prosecute such condemnation proceedings
to final conclusion.

         4.1 Interchange Design. Gran Central shall, at its expense, retain the
services of appropriate professionals to design the Interchange and to produce
working plans and specifications for the construction of the Interchange. The
parties acknowledge that the design criteria shall include (i) efforts to
minimize the quantity of land necessary to be condemned or acquired and (ii)
applicable Federal and State requirements. The City shall assist


                                        8


<PAGE>   9

Gran Central in obtaining the required approval of the design of the Interchange
from the DOT. Gran Central shall pay the costs and fees incurred in the
production of the design of the Interchange, together with the costs and fees
associated with the production of the working drawings containing the plans and
specifications of the Interchange.

         4.2 Interchange Permits. Gran Central shall obtain all permits required
for the construction of the Interchange, including, but not limited to, any
permits required by the Federal Highway Administration, United States Army Corps
of Engineers, the DOT, Florida Department of Environmental Protection, St. Johns
River Water Management District and the City. The City shall support Gran
Central in obtaining all required permits for the design and construction of the
Interchange.

         4.3 New Access Road. Simultaneously with design, permitting and
construction of the Interchange, Gran Central shall cause to be designed,
permitted and constructed the New Access Road upon the Interchange Lands (which
property shall be adjacent to or in reasonable proximity to the Interchange) for
the purpose of replacing the Access Easement. Such New Access Road shall be
reasonably adequate to serve the property previously served by the Access
Easement and property of Gran Central adjacent thereto, as developed. Such New
Access Road shall be designed and constructed as a dedicated public roadway and
in accordance with specifications, approved by the DOT and the City. The cost of
the New Access Road shall be included as part of the Interchange Development
Costs described in Section 5.1 below. The City agrees to accept dedication of
the New Access Road in accordance with its normal and customary procedures for
right-of-way dedication.

         4.4 Construction.

                  (a) Following execution of the DOT Agreement and upon
completion of the scope of design as may be necessary for solicitation of bids
and upon receipt of such permits and approvals as Gran Central shall deem
necessary, Gran Central shall solicit bids for a lump sum contract for
construction of the Interchange and New Access Road. The successful bidder shall
be selected by Gran Central on such terms and such conditions as Gran Central
shall deem appropriate.

                  (b) The contractor selected by Gran Central shall be approved
by the DOT pursuant to the terms of the DOT Agreement. Construction of the
Interchange and New Access Road shall commence as soon as reasonably practicable
after (i) conveyance of the Applebaum Property to the DOT under Section 3.1
hereof; (ii) conveyance of the Gran Central Property to the DOT pursuant to
Section 3.5 hereof; (iii) completion of the plans and specifications pursuant to
Section 4.1 above; and (iv) all


                                       9

<PAGE>   10

necessary permits and approvals have been obtained. Gran Central shall pay all
costs and fees incurred in the construction of the Interchange and New Access
Road.

      5. Reimbursement of Interchange Development Costs.

         5.1 In consideration of the conveyance of the Gran Central Property
pursuant to Section 3.5 hereof, the design, permitting and construction of the
Interchange and New Access Road pursuant to Section 4 hereof and other good and
valuable consideration, the City shall pay to Gran Central from Investment
Recouping Contributions out of the Investment Recouping Fund, as defined in
Sections E2 and 7 and to Gran Central in amounts equal to the Project Grant as
defined in Section 6, up to an amount equal to the total sum of items (a)
through (g) below, which have been previously paid by Gran Central, (the
"Interchange Development Costs"), subject to the limitations set forth in
Section 5.3 below:

                  (a) land acquisition costs incurred in acquiring the Applebaum
Property through condemnation or otherwise pursuant to Section 3.1 hereof,
including legal fees and expenses incurred in the eminent domain proceedings
contemplated hereby;

                  (b) closing costs (including, but not limited to, title
insurance premiums, survey expense, environmental studies, deed stamps and
recording fees) incurred in conveying the Interchange Lands to the DOT and
dedicating the New Access Road to the City;

                  (c) the cost of the design of the Interchange and the New
Access Road;

                  (d) the cost of construction of the Interchange and the New
Access Road, determined pursuant to Section 4.4(a) hereof;

                  (e) the cost of all change orders or construction change
directives necessitated by unforeseen and unanticipated costs or expenses in an
amount not to exceed five percent (5%) of the lump sum contract for construction
of the Interchange and New Access Road awarded pursuant to Section 4.4(a)
hereof;

                  (f) all professional fees (including but not limited to legal
fees and other consultants' fees) incurred by Gran Central in the development of
the Interchange and the New Access Road pursuant to this Agreement and pursuant
to the DOT Agreement, but excluding internal overhead costs of Gran Central; and

                  (g) all permit fees and assessments paid by Gran Central
issued in connection with the Interchange and New Access Road, including the
cost and expense of any mitigation or


                                       10


<PAGE>   11

remediation required by any regulatory agency as a condition to or requirement
of any permit.

         5.2 The City shall be permitted to inspect and audit the records of
Gran Central relating to the determination of the Interchange Development Costs.
Such right of inspection and audit shall be for the sole purpose of confirming
the fact of and amount of payment of the Interchange Development Costs. Gran
Central shall supply status reports and information to the City upon request as
may be reasonably necessary to provide evidence of costs incurred as part of the
Interchange Development Costs. During the term of this Agreement, Gran Central
shall also furnish to the City on an annual basis, not later than January 30 of
each year, a statement showing the amount of the Construction Funds Factor
accrued for the prior calendar year.

         5.3 The amount of Interchange Development Costs to be reimbursed from
the Project Grant and Investment Recouping Fund shall not exceed (x) the lesser
of (i) the actual Interchange Development Costs or (ii) Seventeen Million Four
Hundred Thousand and No/100 Dollars ($17,400,000.00), plus (y) a cost of
construction funds factor (the "Construction Funds Factor") equal to three
percent (3%) per annum calculated on the basis of a 360 day year and multiplied
by the amount of unreimbursed Interchange Development Costs incurred by Gran
Central during the term of this Agreement, which Construction Funds Factor shall
be compounded annually. The sum of (x) + (y) shall constitute the "Maximum IDF
Reimbursement Cost". No additional amounts shall be reimbursed from the Project
Grant or Investment Recouping Fund without further City approval.

         6. City Reimbursement of Interchange Development Costs and Construction
Funds Factor.

         6.1 The amount of Project Grant, as hereinafter defined, shall be
accrued by the City in favor of Gran Central annually as determined in
accordance with subsection 6.2, and shall be due and payable to Gran Central on
or before May 15 of each calendar year, commencing on the later of (x) May 15,
2000 or (y) Conditional Acceptance of the Interchange by FDOT and ending (i) May
15, 2019 or; (ii) upon the City's payment of the Maximum IDF Reimbursement Cost,
whichever first occurs, shall have been paid to the Developer. The City shall
have no liability for any payments in excess of the Maximum IDF Reimbursement
Cost or after payment of the final installment due May 15, 2019.

         6.2 The City shall make an economic development grant annually in an
amount equal to the "Project Grant" (as defined and determined in this Section
6.2) received by the City during the twelve (12) month period ended April 1 last
preceding the due date of such annual installment; provided, however, the first
annual


                                       11


<PAGE>   12

installment paid to Gran Central shall also include any Project Grant unpaid to
Gran Central as of such first installment. For the purposes of this Agreement,
"Project Grant" means as follows:

         For the calculation for the years 1999 through 2008, 100% of the
following and for the calculation for the years 2009 through 2018, 75% of the
following:

         That dollar amount equal to the difference between (i) the municipal
and county ad valorem tax, exclusive of any amount from any debt service
millage, actually paid by any taxpayer (net of any discount pursuant to Section
197.162, F.S., or any successor provision, actually taken by the taxpayer)
during such period with respect to all real property and tangible personal
property comprising the "Interchange Development Area" as described on Exhibit
"C" attached hereto (regardless of the ownership of such property) and (ii) the
amount of such taxes which would have been levied or imposed within the
Interchange Development Area using the assessed value for the year 1998 (the
base year) which for purposes of this Agreement, shall be $43,367,515.00.
Notwithstanding the foregoing, should Gran Central not receive a minimum of
$5,000,000 paid from the Investment Recouping Fund by January 1, 2010, then in
that event the applicable percentage of Project Grant to be paid to Gran Central
will remain at 100% for each year thereafter until May 15, 2019 or until the
Maximum IDF Reimbursement Cost is paid to Gran Central, should such date be
earlier. The foregoing reference to ad valorem taxes shall be deemed to include
any other municipal or county taxes, or other municipal or county fees or
charges in the nature of or in lieu of taxes, that may hereafter be levied or
imposed on Gran Central or other taxpayer or with respect to real property or
tangible personal property comprising the Interchange Development Area in lieu
of or in substitution for the aforesaid taxes and which are levied or imposed
for general municipal or county purposes or shall be available for the City's
general fund. By April 15 of each calendar year, commencing April 15, 2000 and
ending April 15, 2019, the City shall calculate and give written notice to Gran
Central of the amount of the Project Grant received during the preceding twelve
(12) month period ended April 1, together with a copy of the City's detailed
calculations. If Gran Central does not give written notice to the City of
objection to the City's calculations within thirty (30) days after its receipt
thereof, the City's calculations shall be considered acceptable.

         6.3 The City covenants and agrees with Gran Central that it shall
budget and appropriate for each City fiscal year, solely out of non-ad valorem
revenues and other legally available funds, a sum equal to the amount of the
Project Grant due for the twelve (12) month period ending on April 15 of each
year. Each annual payment by the City of the amount equal to the Project Grant
to reimburse Gran Central for the Interchange Development Costs and


                                       12


<PAGE>   13
the Construction Cost Factor shall be payable by the City to Gran Central
solely out of non-ad valorem revenues and other legally available funds, and
shall not constitute a pledge of or lien upon any other revenues or funds of
the City, and Gran Central and any person, firm or entity claiming by, through
or under Gran Central shall have no right to require the imposition of any tax
or the establishment of any rate of taxation in order to obtain the amounts
necessary to fully pay the Interchange Development Costs and/or the
Construction Funds Factor or any such interest. No pledge or lien shall attach
to any non-ad valorem revenues or other legally available funds prior to the
time when the amount equal to the amount of the Project Grant for any calendar
year has been so appropriated for payment of the next annual installment
payment and the related funds equal to the amount of the Project Grant have
been received by the City. Gran Central acknowledges that this pledge shall be
considered junior and subordinate to any senior pledges the City may designate
to this revenue source in the future.

         6.4 The City's reimbursement of the Interchange Development Costs and
the Construction Funds Factor shall not be deemed to constitute a debt,
liability or obligation of the City or of the State of Florida or any political
subdivision thereon within the meaning of any constitutional or statutory
limitation, or a pledge of the faith and credit or taxing power of the City or
of the State of Florida or any political subdivision thereof, but shall be
payable solely from the funds provided therefor in this Section 6.4. The City
shall not be obligated to pay the Interchange Development Costs or the
Construction Funds Factor or any installment thereof or interest thereon except
from the non-ad valorem revenues or other legally available funds provided for
that purpose, and neither the faith or credit nor the taxing power of the City
or of the State of Florida or any political subdivision thereof is pledged to
the payment of the Interchange Development Costs or the Construction Funds
Factor or any installment thereof or interest thereon. Gran Central, or any
person, firm or entity claiming by, through or under Gran Central, or any other
person whomsoever, shall never have any right, directly or indirectly, to compel
the exercise of the ad valorem taxing power of the City or of the State of
Florida or any political subdivision thereof for the payment of the Interchange
Development Costs or the Construction Funds Factor or any installment thereof or
interest thereon.

         6.5 Any payments not paid by the City to Gran Central on the due date
shall bear interest from and after ten (10) days from the due date until paid,
at the rate of thirteen percent (13%) per annum. The City shall be obligated to
pay to Gran Central any accrued portion of the Project Grant upon Conditional
Acceptance of the Interchange by the DOT in accordance with the DOT Agreement,
and on May 15 of each year thereafter until such time as the


                                       13


<PAGE>   14

Interchange Development Costs, as limited by Section 5.3 above, and the
Construction Funds Factor are repaid, or until May 15, 2019, whichever first
occurs. Amounts paid by the City to Gran Central shall be applied first to
reduce the balance of Interchange Development Costs and second to the
Construction Funds Factor.

         6.6 Upon the completion of the construction of the Interchange and New
Access Road and upon acceptance of the Interchange by the DOT and upon
acceptance of the New Access Road by the City in accordance with City standards,
Gran Central shall provide the City with a certified statement of the
Interchange Development Costs.

         6.7 In order to facilitate the City's calculation of the Project Grant,
on or before April 1 of each annual period for which the Project Grant is to be
calculated, Gran Central shall provide the City with a list of all City Property
Appraiser's Real Estate Identification Numbers for all real estate and tangible
personal property owned by Gran Central within the Interchange Development Area
and the names and addresses of any tenants of Gran Central located within the
Interchange Development Area. The City shall be responsible for obtaining the
same information for any third party owners or tenants within the Interchange
Development Area.

         6.8 Should the City receive payment from the DOT, the Federal Highway
Administration or other governmental agency for the express purpose of
development of the Interchange or any of the improvements constructed or to be
constructed by Gran Central as part of the Interchange Development Costs, such
funds shall be paid by the City to Gran Central in the year of receipt, subject
to the Maximum IDF Reimbursement Cost.

      7. Investment Recouping as Source of Reimbursement. The Director of
Planning of the City and Gran Central have agreed upon a system of charge and
collection from future development within the City as an investment recouping
schedule meeting the requirements of Section 655.210, Ordinance Code, which
Investment Recoupment Schedule is attached hereto as Exhibit "D" (the
"Schedule"). Pursuant to the Schedule, Fair Share Contributions shall be paid
into the Investment Recouping Fund and paid by the City to Gran Central as
provided for herein and in the Schedule until payment in full of the
Interchange Development Costs and the accrued and unpaid Construction Funds
Factor, but not to exceed the Maximum IDF Reimbursement Cost.

      8. Termination Rights of Gran Central. In addition to particular and
specified termination provisions set forth herein, Gran Central shall have the
right to terminate this Agreement as follows:


                                       14


<PAGE>   15

                  (a) Upon the failure or refusal of the DOT to execute the DOT
Agreement pursuant to Section 2 of this Agreement on or before twelve (12)
months from the date hereof;

                  (b) Should the City fail to finally complete the acquisition
of the Applebaum Property in the time period and for the amount approved by Gran
Central pursuant to Section 3.2 hereof;

                  (c) Should Gran Central be unable to satisfy the conditions of
construction commencement set forth in Section 2.2 of the DOT Agreement within
the time period prescribed therein;

                  (d) Should Gran Central be unable to obtain all necessary
permits and approvals for the construction of the interchange pursuant to
Section 4.2 hereof and the DOT Agreement;

                  (e) Should Gran Central determine that the Interchange
Development Costs will exceed the Maximum IDF Reimbursement Costs and the City
fails to approve a corresponding increase in the Maximum IDF Reimbursement
Costs, which termination notice must be delivered to the City as prescribed by
Section 5.3 hereof;

                  (f) Should the City fail to establish the Investment Recouping
Fund pursuant to an Addendum to this Agreement on terms approved by Gran Central
as provided for in Section 7, on or before one hundred twenty (120) days from
the date hereof;

         Upon any such termination of this Agreement, at the option of Gran
Central for any of the reasons aforesaid, Gran Central shall be relieved of its
remaining obligations hereunder except for the payment of those attorneys' fees
and costs and expenses incurred by the City pursuant to this Agreement in the
design or permitting of the Interchange and New Access Road and in the
condemnation proceedings up to the date of termination.

         9. Miscellaneous Provisions.

            9.1 Remedies. If for any reason the City or Gran Central does not
            perform or delays the performance of any of its obligations
            hereunder, unless the applicable time is extended in writing by the
            other party, the nondefaulting party shall have the right, at its
            option, and upon thirty (30) days prior written notice to the
            defaulting party, to institute an action for mandamus (if the City
            is the defaulting party) or to institute an action for specific
            performance or other appropriate relief to compel performance by
            the defaulting party.

            9.2 Notices, Demands and Communications Between the Parties.
            Notices, demands and communications between the parties


                                       15


<PAGE>   16

shall be given by depositing the same in the United States Mail, postage
prepaid, registered or certified mail, return receipt requested, addressed
as follows:

         Notices, demands and communications to the City:

                  City of Jacksonville
                  Office of the Mayor
                  City Hall
                  Jacksonville, Florida 32202
                  Attention: Mayor

                  With a copy to:

                  Jacksonville Economic Development Commission
                  City Hall Annex, 14th Floor
                  Jacksonville, Florida 32202
                  Attention: Executive Director

                  and

                  Office of General Counsel
                  City of Jacksonville
                  City Hall
                  Jacksonville, FL 32202
                  Attention: General Counsel

         Notices, demands and communications to Gran Central:

                  Gran Central Corporation
                  1 Malaga Street
                  St. Augustine, Florida 32084
                  Attention: President and General Counsel

                  With a copy to:

                  David Fitch
                  Senior Vice President
                  The St. Joe Company
                  1650 Prudential Drive, Suite 400
                  Jacksonville, Florida 32207

         Notices given as provided above shall be deemed given and shall be
effective when delivered to the addressee at the address set forth above, or
when deposited in the United States Mail, postage prepaid. Either party may
change its address to which notices, demands and communications shall be sent by
giving written notice thereof to the other party.

                  9.3 No Liability of Officials, Officers or Employees. No
                  official, officer or employee of the City, or Gran Central
                  shall


                                       16


<PAGE>   17

be personally liable for any nonperformance or delay in performance by the City,
or Gran Central, respectively, or for any amount which may become due under any
provisions of this Agreement.

         9.4 Approvals. Approvals required of the City or Gran Central shall not
be unreasonably withheld or delayed. Unless otherwise required by this Agreement
and except to the extent in conflict with general law, all approvals or
disapproval shall be provided within thirty (30) days of submission of any
documents requiring approval. If no approval or disapproval is given within the
time required by this Section, the approval shall be deemed given and
conclusively established.

         9.5 Additional Benefits and Projects. The parties contemplate the
possibility of additional projects of Gran Central or affiliated entities and
their successors and assigns in the City at any time in the future. Nothing
herein shall preclude Gran Central or any affiliated entities and their
successors and assigns from claiming, taking advantage of or receiving the
benefits of any tax credits or other benefits afforded by law with respect to
any such additional projects, nor shall anything herein preclude Gran Central or
any affiliated entities and their successors and assigns from requesting, or the
City or any federal, state or local government, governmental unit, subdivision,
agency or authority from granting, any additional incentives or other economic
development assistance for any such additional projects.

         9.6 Agreement, Waivers and Amendments. This Agreement shall be executed
in two or more counterparts, each of which is considered and shall be deemed to
be an original.

         This Agreement constitutes the entire understanding and agreement of
the parties as to the subject matter hereof, and supersedes all negotiations or
previous agreements between the parties with respect to all or any part of the
subject matter. Section and section headings included in this Agreement are for
convenience only and shall have no effect upon the meaning or construction of
this Agreement.

         No waiver or consent to any departure from any term, condition or
provision of this Agreement shall be effective or binding upon any party hereto
unless such waiver or consent is in writing, signed by an authorized officer of
the party giving the same, and delivered to the other party.

         No amendment or modification of this Agreement shall be effective or
binding upon any party hereto unless such amendment or modification is in
writing, signed by an authorized officer of the party claiming to be bound and
delivered to the other party. This Agreement and any provision hereof may be
amended as aforesaid to carry out the purposes and intent of the Interchange
Development


                                       17


<PAGE>   18

Ordinance and this Agreement, without further City Council action, except that
no increase in the City's financial commitments shall be made without City
Council approval.

         9.7 Compliance with Laws. The parties shall comply with any and all
applicable federal, state and local laws, ordinances, codes, rules and
regulations as the same exist and may be amended from time to time.

         9.8 Prohibition Against Contingent Fees. Gran Central has employed and
retained bona fide employees working for Gran Central and attorneys and
consultants to solicit or secure this Agreement. Gran Central warrants that it
has not paid or agreed to pay any person, company, corporation, individual or
firm, other than a bona fide employee working for Gran Central, any fee,
commission, percentage, gift, or any other consideration, contingent upon or
resulting from the award or making of this Agreement.

         9.9 Consolidated Municipal/County Government. In entering into this
Agreement and its obligations hereunder, the City is acting in its capacity as a
consolidated municipal and county government, with all of the powers, including
but not limited to home rule powers, it has or is entitled to exercise under its
Charter and the Constitution and laws of the State of Florida, and it is acting
as a municipality as well as a county and a political subdivision of the State
of Florida. If any provision hereof or obligation of the City hereunder is
within the powers of the City as a municipality but not as a county, or is
within the powers of the City as a county but not as a municipality, the City is
and shall be deemed to be acting in the capacity in which it has the greatest or
broadest power to so act or which most fully supports and upholds the validity
of such action.

         9.10 Independent Develolper. In performing this Agreement, planning,
developing, and constructing the Interchange, or carrying out any of the
activities to be carried out by Gran Central, Gran Central will be acting
independently, in the capacity of an independent developer, and not as a joint
venturer, partner, associate, employee, agent or representative of the City.
Gran Central or the architect, engineer, contractor or subcontractors for the
Interchange, as the case may be, shall be solely responsible for the means,
methods, techniques, sequences and procedures utilized.

         9.11 Non-Discrimination. Gran Central understands the importance that
all economic segments of the City's population be included in capital
construction projects within the City. Gran Central covenants and agrees that it
will not discriminate against or segregate, or permit the discrimination against
or segregation of any person, or group of persons, on account of race, color,


                                       18


<PAGE>   19

religion or creed, sex, or national origin in the development of the
Interchange. The selection approval, hiring and discharge of engineers,
architects, contractors, subcontractors, professionals and other third parties
(collectively, the "Vendors") on such terms and conditions as Gran Central deems
appropriate; provided, however, that to the extent that the City furnishes to
Gran Central the names and identities of the City based Vendors, including
without limitation, City based minority Vendors, and to the extent that Gran
Central has the need to enter into contracts with Vendors outside of persons
employed by Gran Central, or companies controlled by Gran Central, then Gran
Central agrees to include all such City based Vendors in the process established
by Gran Central for obtaining bids for construction of the Interchange.

         9.12 No Third Party Beneficiaries. This Agreement is made for the sole
benefit of the parties hereto and their respective successors and assigns,
including any successor in interest to Gran Central's interest in the Gran
Central Property, and is not intended to and shall not benefit any third party.
No third party shall have any rights hereunder or as a result of this Agreement
or any right to enforce any provisions of this Agreement.

         9.13 Successors and Assigns. This Agreement is binding upon and inures
to the benefit of the City and Gran Central, and their respective successors and
assigns. Gran Central shall not assign its rights and obligations under this
Agreement prior to conditional acceptance of the Interchange by DOT, without the
prior written consent of the City which shall not be unreasonably withheld.

         9.14 Term of Agreement. The term of this Agreement shall commence as of
the date first written above and shall expire upon completion of all payments by
the City hereunder, unless sooner terminated as provided herein.

         9.15 Cooperation and Further Assurances. The parties hereto agree to
cooperate in all reasonable respects to insure the performance of their
obligations pursuant to this Agreement and agree to execute such additional
documents and instruments as may be reasonably required to carry out the intent
of this Agreement.

         9.16 Failure to Commence Construction. In the event Gran Central shall
have failed to commence physical construction of the Interchange Improvements by
July 1, 2004 (the "Interchange Commencement Date"), the City may, at its option,
terminate this Agreement and any amounts deposited in the Investment Recoupment
Fund shall be retained by the City and the parties shall be relieved of any
further obligations under this Agreement; provided, however, the Interchange
Commencement Date shall be automatically extended for any period during which
Gran Central shall diligently pursue the defense or appeal of any judicial or
administrative


                                       19


<PAGE>   20

proceedings which delay or enjoin the Interchange Commencement Date. For
purposes of this Section 9.16, the term "physical construction" shall mean earth
moving or grading activity.

ATTEST:                                  THE CITY OF JACKSONVILLE, FLORIDA


-----------------------------------      ---------------------------------------
Linnie C. Williams                       John A. Delaney
Corporation Secretary                    Mayor



ATTEST:                                  GRAN CENTRAL CORPORATION, a Florida
                                         corporation


/s/ Mary C. Mueller                      By:  /s/ Robert F. MacSwain
-----------------------------------           ----------------------------------
Corporation Assistant Secretary               (Print Name)  Robert F. MacSwain
                                                            --------------------
                                              Title: Vice President
                                                     ---------------------------

                                                     (CORPORATE SEAL)



                                       20


<PAGE>   21

                                  EXHIBIT LIST

 DOT Agreement .....................................................Exhibit A
 Interchange Lands .................................................Exhibit B
 Interchange Development Area ......................................Exhibit C
 Investment Recoupment Schedule ....................................Exhibit D

<PAGE>   22


                              CITY OF JACKSONVILLE

                       INTERCHANGE DEVELOPMENT AGREEMENT

                                  EXHIBIT "A"

                                [DOT AGREEMENT]


<PAGE>   23


                 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                        INTERCHANGE DEVELOPMENT AGREEMENT

         THIS INTERCHANGE DEVELOPMENT AGREEMENT (this "Agreement"), made and
entered into this ____ day of _____, 1999, by and between the STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter
called the "DOT", and Gran Central Corporation hereinafter called the "Gran
Central".

                                   WITNESSETH:

         WHEREAS, Gran Central has the authority to enter into this Agreement
and to undertake the project hereinafter described, and the Department has been
granted the authority to enter into this Agreement and to function adequately in
all areas of appropriate jurisdiction including the implementation of an
integrated and balanced transportation system;

         NOW, THEREFORE, in consideration of the mutual covenants, promises and
representations herein, the parties agree as follows:

         1. PURPOSE OF AGREEMENT: The purpose of this Agreement is to provide
for the requirements to be fulfilled by Gran Central and the DOT prior to
undertaking construction of an interchange on Interstate 95 and Old St.
Augustine Rd. in Duval County hereinafter called the "Interchange", and to
state the terms and conditions upon which the Interchange will be constructed
and the understandings as to the manner in which the Interchange will be
undertaken and completed. The DOT acknowledges that Gran Central will
substantially rely on the various

<PAGE>   24

agreements and commitments of the DOT contained in this Agreement and will incur
substantial expense in realization of the construction activities contemplated
under the terms of this Agreement which will be funded solely by Gran Central in
reliance upon reimbursement by the City of Jacksonville and the lands upon
which the Interchange will be constructed will be contributed to the DOT without
compensation by DOT to Gran Central. Further, the DOT represents that it has the
authority to enter into this Agreement pursuant to the provisions of the
Transportation Code of the Florida Statutes.

         2. Accomplishment of the Interchange:

            2.1 REQUIREMENTS TO COMMENCE: As a condition to commencement of the
construction of the Interchange, the following conditions precedent shall have
been satisfied:

                2.1.1 Each regulatory agency exercising jurisdiction over the
development of the Interchange shall have issued such approvals or permits as
may be necessary for the development of the Interchange, including but not
limited to:

                      (1) Florida Department of Transportation  work within the
         right-of-way permit;

                      (2) Florida Department of Transportation driveway
         connection permit;

                      (3) Florida Department of Transportation drainage
         connection permit;

                      (4) Federal Highway Administration interchange
         modification report;


                                       2


<PAGE>   25


                                 (5) St. Johns River Water Management
         District environmental resource permit;

                                 (6) City of Jacksonville Department of
         Public Works approval;

                                 (7) Army Corps of Engineers dredge and fill
         permit.

                                 (8) Florida Department of Environmental
         Protection water and sewer permits; and

                                 (9) National Pollutant Discharge Elimination
         System permit.

         (The foregoing are collectively referred to herein as the "Regulatory
         Permits").

                           2.1.2 The DOT through the District Secretary, and the
FHWA through its authorized representative shall have issued their letter
approval of the Plans and Specifications, as defined in paragraph 6 below, which
shall constitute (i) approval of the Interchange Plans and Specifications by the
DOT and the Federal Highway Administration ("FHWA") and (ii) evidence that no
further permits or approvals are required of the DOT or FHWA for construction of
the Interchange.

                           2.1.3 Upon receipt of the Regulatory Approvals and
approval of the Plans and Specifications pursuant to subsection 2.1.2 above:

                                 (1) Gran Central shall have conveyed to the
DOT those lands as described on Exhibit A attached hereto by Special Warranty
Deed in the form attached as Exhibit A-1.

                                 (2) The City of Jacksonville, either through
condemnation or otherwise, shall have caused title to lands described on Exhibit
B to be conveyed to the


                                       3


<PAGE>   26

           DOT by deed in the form attached as Exhibit B-1. The lands described
           in Exhibits A and B are hereinafter defined as the "Property".

                           2.1.4 Gran Central shall have provided to the DOT,
and the DOT shall have approved as to form and content, a performance bond,
letter of credit or completion guaranty in the amount of the estimated
construction costs of the Interchange as provided in Section 3 or a three-party
agreement between the DOT, Gran Central and a development lender providing for
the right of the DOT, upon declaration of default by the lender, to draw upon
the funds made available to Gran Central for construction of the Interchange in
the amount of the estimated construction costs of the Interchange for the
purpose of completion of construction of the Interchange in accordance with the
terms of the development loan. If Gran Central shall provide a performance bond
or letter of credit as security, Gran Central may reduce the dollar amount of
the performance bond or letter of credit from time to time on the basis of the
percentage of the Work completed as certified by the Inspecting Engineer and
approved by the DOT's project engineer, but such amount shall not be reduced
below that amount which is equal to one hundred and twenty five percent (125%)
of the cost of the percentage of the Work remaining to be completed as certified
by the Inspecting Engineer.

                           2.1.5 Gran Central shall have delivered the payment
and performance bond of the Contractor, as hereinafter defined, naming the DOT
as an additional beneficiary in an amount equal to the estimated construction
cost of the Interchange as provided in Section 3.

                  2.2 GENERAL REQUIREMENTS: Upon commencement, the Interchange
will be completed by Gran Central, in accordance with the Plans and
Specifications with all practical


                                       4


<PAGE>   27

dispatch in a sound, economical and efficient manner, and in accordance with the
provisions herein and all applicable laws.

                  2.3 PURSUANT TO FEDERAL, STATE, AND LOCAL LAW: In the event
that any election, referendum, approval, permit, notice, or other proceeding or
authorization is requisite under applicable law by any governmental agency,
other than the DOT or FHWA, to enable Gran Central to enter into this Agreement
or to undertake the Interchange hereunder, or to observe, assume or carry out
any of the provisions of the Agreement, Gran Central will initiate and
consummate, as provided by Law, all actions necessary with respect to any such
matter so requisite.

                   2.4 FUNDS OF GRAN CENTRAL: Gran Central shall initiate and
prosecute to completion all proceedings necessary to enable Gran Central to
provide the necessary funds for completion of the Interchange.

                  2.5 SUBMISSION OF CONTRACTS AND OTHER DOCUMENTS: Gran Central
shall submit to the DOT those documents relating to the Interchange as listed in
Exhibit C and such other documents, if any, as Gran Central may be required to
disclose pursuant to Chapter 119, Florida Statutes.

         3. INTERCHANGE COSTS: The total estimated cost of the Interchange is
Seventeen Million Four Hundred Thousand and No/100 Dollars ($17,400,000.00). The
total estimated cost is subject to change based on bids actually received and is
subject to change orders for unforeseen conditions and other customary
occurrences. This total estimated cost is based upon the estimate summarized in
Exhibit D hereof. Gran Central agrees to bear all expenses of the


                                       5


<PAGE>   28

total estimated cost of the Interchange and any deficits involved (other than
the costs of inspections and approvals required by DOT). The DOT acknowledges
that the actual cost of the Interchange may be re-paid to Gran Central by the
City of Jacksonville pursuant to the Interchange Development Agreement dated
_______ 199_ (the "Interchange Development Agreement").

         4. INSURANCE: Gran Central shall carry or shall cause the Interchange
contractor selected by Gran Central (the "Contractor") to carry property and
casualty insurance on Interchange equipment and facilities and provide evidence
of said insurance for the Interchange amount stated in paragraph 3 of this
Agreement.

                  4.1 INSURANCE AND WORKER'S COMPENSATION: During the entire
time for performance of the Work, the Contractor and all other subcontractors
shall maintain insurance policies with carriers satisfactory to Gran Central and
in amounts and limits satisfactory to Gran Central as hereinafter provided.
Certificates of such insurance coverage shall be furnished to Gran Central
before commencement of the Interchange work, and shall be in form and substance
satisfactory to Gran Central. These certificates shall provide that the insurer
shall give ten (10) days written notice to Gran Central prior to change or
cancellation of any policy. The Contractor shall maintain:

                           4.1.1 Worker's Compensation and Employers Liability
Insurance in complete compliance with all federal and state laws, applicable in
the states where the Work is to be performed, which coverage shall be not less
than One Million and No/100 Dollars ($1,000,000.00);


                                       6


<PAGE>   29

                           4.1.2 Comprehensive General Bodily Injury and
Property Damage Liability, including Contractual Liability (to cover obligations
as set forth in various "Hold Harmless" and "Indemnity" clauses herein), which
coverage shall not be less than Five Million and No/100 Dollars ($5,000,000.00);

                           4.1.3 Comprehensive Automobile Liability (owned,
non-owned, hired) which coverage shall be not less than Five Hundred Thousand
Dollars and No/100 Dollars ($500,000.00);

                           4.1.4 Aircraft Public Liability including passenger
liability and property damage, if owned or chartered aircraft shall be used in
connection with the work, which coverage shall not be less than Five Hundred
Thousand and No/100 Dollars ($500,000.00);

                           4.1.5 Marine Liability Insurance, including collision
liability and protection and indemnity, if owned or chartered watercraft shall
be used in connection with the work, which coverage shall not be less than Five
Hundred Thousand and No/100 Dollars ($500,000.00).

                           4.1.6 Builder's risk insurance, in an amount as may
be required by Gran Central insuring against all loss or damage to the work by
reason of any hazard.

                  4.2 WAIVER OF SUBROGATION: All policies of insurance shall
contain a waiver of subrogation of the Contractor's rights against Gran Central,
the DOT or the City of Jacksonville, or their employees, agents, servants, and
representatives, as related to any or all losses, expenses, demand, claims, or
suits caused or occasioned by, attributed to, arising out of


                                       7


<PAGE>   30

or incident to any negligence, misfeasance on the part of Gran Central's
employees, agents, servants or representatives, or of the DOT or the County.

                  4.3 ADDITIONAL INSUREDS: Gran Central, Gran Central's lender,
the DOT and the City of Jacksonville shall be named as additional insureds under
each policy carried pursuant to this paragraph 4.0 with coverage extended to
such parties for all risks protected against by such policies. Each policy shall
require the insurer named therein to provide each insured with not less than
thirty (30) days notice of lapse, termination or expiration of such policy. Gran
Central, Gran Central's lender, DOT or the County shall have the right to take
any action to continue such insurance policies in full force and effect,
including, but not limited to paying premiums. Each such insurance policy
carried by the Contractor shall be primary, whether or not Gran Central, Gran
Central's lender the DOT or the County have other collectible insurance.

          5.  INSPECTIONS AND INTERCHANGE ACCEPTANCE:

                  5.1 PARTIAL INSPECTIONS: During construction, the DOT shall,
at its cost, make continuous inspections of the Interchange. Within fifteen (15)
days of receipt of a certification to the DOT by the project engineer selected
by Gran Central (the "Inspecting Engineer") as to partial completion of the
progress of the Interchange in accordance with the Plans and Specifications,
the DOT, through the District Secretary, shall issue its written acceptance of
the Interchange through the applicable stage of completion, as evidenced by the
Inspecting Engineer's certificate and as approved by the DOT's project engineer,
which certificate shall be issued not more frequently than monthly.


                                       8


<PAGE>   31

                  5.2 CONDITIONAL ACCEPTANCE: The DOT, through the District
Secretary, shall issue its written conditional acceptance of the Interchange
within fifteen (15) days of receipt by the DOT of certification by the
Inspecting Engineer to the DOT of substantial completion of the Interchange in
accordance with the Plans and Specifications upon the Property conveyed to the
DOT and the County ("Conditional Acceptance"), as approved by the DOT's project
engineer, and shall issue such permits and approvals and shall obtain such
permits and approvals from FHWA as may be necessary to allow for the opening and
utilization of the Interchange as a whole for public transportation. The
Conditional Acceptance shall include a statement certified by the project
engineer of any remaining punch list items to be completed to cause the
Interchange to conform to the Plans and Specifications and which are a condition
to issuance of the Final Acceptance by the DOT as described in paragraph 5.3
below. Gran Central shall be responsible to obtain any permits and approvals
necessary from the City of Jacksonville as to portions of Old St. Augustine Road
outside of the Interchange limited access right-of-way of the DOT, however, the
DOT shall cooperate with Gran Central and the City of Jacksonville to the extent
necessary to obtain such permits.

                   5.3 FINAL ACCEPTANCE. The DOT, through the District Secretary
shall issue its written final acceptance of the entire Interchange with fifteen
(15) days of receipt by the DOT of certification by the Inspecting Engineer to
the DOT of substantial completion of all punch list items as identified in the
Conditional Acceptance as approved by the DOT's project engineer (the "Final
Acceptance"). From and after the issuance of Final Acceptance of the Interchange
by the

                                       9
<PAGE>   32

DOT, Gran Central shall be relieved from any obligation pertaining to the
Interchange under this Agreement, including, but not limited to, the
indemnification set forth in paragraph 9.6 hereof.

                  5.4 APPROVAL OF DOT'S ENGINEER: Approval by the DOT's project
engineer of any certificate of completion by the Inspecting Engineer or
certificate supporting Conditional Acceptance or Final Acceptance by the DOT
shall be granted based upon the percentage of completion of the Work and shall
be granted when the Work is performed in compliance with the Plans and
Specifications.

         6. PLANS AND SPECIFICATIONS:

                  6.1 INTERCHANGE PLANS: The Plans and Specifications for the
Interchange shall be submitted to DOT for approval prior to commencement of
construction. Compliance with the Plans and Specifications shall be evaluated by
the DOT with reference to (i) the 1991 Edition of the Florida Department of
Transportation Standard Specifications, Division II Construction Details, and
Division III - Materials, and (ii) the 1990 Edition of the Roadway and Traffic
Design Standards and respective Special Provisions and Design Memoranda bearing
an effective date which precedes the date of execution of this Agreement by Gran
Central.

                  6.2 PLAN MODIFICATIONS: Changes in the Plans and
Specifications may be implemented by Gran Central from time to time, provided
that any material changes in (i) roadway and traffic design, (ii) maintenance of
traffic or (iii) environmental permit conditions, shall require the prior
written approval of the DOT which approval will not be unreasonably withheld or
denied. Gran Central shall submit any requested changes in the Plans and
Specifications which require the DOT's approval to the District Secretary. The
District


                                       10


<PAGE>   33

Secretary shall accept or reject the requested change in writing within thirty
(30) days of receipt of such request. Any rejection of a requested change shall
be accompanied by an explanation of the reasons for such rejection. If no
approval or disapproval is given within the time required by this section, the
approval shall be deemed given and conclusively established. The term "Plans and
Specifications" as utilized in this Agreement shall refer to those documents as
approved by DOT in accordance with this paragraph 6.0.

         7. SPECIFIC PERFORMANCE: If either Gran Central or the DOT shall
default in their obligations under this Agreement, subject only to the
provisions of Section 8 below, and such default is not cured or cure commenced
and diligently prosecuted within thirty (30) days of written notice of such
default, the non-defaulting party shall be entitled to maintain a cause of
action for specific performance against the defaulting party. The parties
acknowledge that the foregoing remedy of specific performance is the sole and
exclusive remedy available in the event of a default, except as set forth in
Section 8 below, and except for the right to realize upon the performance
guaranties provided to the DOT as set forth in Section 2.1.5 above, and the
parties hereby waive all other remedies that may be available to them at law or
in equity.

         8. TERMINATION OR SUSPENSION OF INTERCHANGE:

                  8.1 TERMINATION OR SUSPENSION BY DOT: If Gran Central abandons
or, before completion, finally discontinues the Interchange, or for any reason,
the commencement, prosecution, or completion of the Interchange in accordance
with paragraph 10 hereof by Gran Central is rendered legally impossible, the DOT
may as its sole remedy, by thirty (30) days written notice to Gran Central, (i)
suspend any or all of its obligations under this Agreement


                                       11
<PAGE>   34

until such time as the event or condition resulting in such suspension has
ceased or been corrected, (ii) terminate any or all of its obligations under
this Agreement, or (iii) realize upon the performance guaranties provided to the
DOT as set forth in Section 2.1.5 above, provided that Gran Central shall have a
period of thirty (30) days from notice from the DOT within which to recommence
the Interchange and prosecute to completion, in which event the DOT shall no
longer have the right to terminate this Agreement.

                  8.2 TERMINATION BY GRAN CENTRAL: Gran Central shall be
entitled to terminate this Agreement at any time prior to the conveyance of the
Property to the DOT, by written notice of termination to the DOT, whereupon all
parties shall be relieved from any further obligations hereunder.

         9. MISCELLANEOUS PROVISIONS:

                  9.1 Environmental Pollution: All Plans and Specifications have
been presented to the DOT for acceptance. Prior to rendering such acceptance,
the DOT shall take into consideration whether such facility or equipment is
designed and equipped to prevent and control environmental pollution.

                  9.2 HOW AGREEMENT IS AFFECTED BY PROVISIONS BEING HELD
INVALID: If any provision of this Agreement is held invalid, the remainder of
this Agreement shall not be affected. In such an instance the remainder would
then continue to conform to the terms and requirements of applicable law.

                  9.3 STATE OR TERRITORIAL LAW: Nothing in the Agreement shall
require Gran Central or the DOT to observe or enforce compliance with any
provision thereof, perform any


                                       12


<PAGE>   35

other act or do any other thing in contravention of any presently applicable
State law; provided, however, if any of the provisions of this Agreement violate
any presently applicable State law, Gran Central and the DOT will, upon
notification of such noncompliance, notify one another in writing in order that
appropriate changes and modifications may be made by the DOT and Gran Central to
the end that Gran Central may proceed as soon as possible with the Interchange.

                   9.4 USE AND MAINTENANCE OF INTERCHANGE FACILITIES AND
 EQUIPMENT: Gran Central agrees that the Interchange will be used by the DOT
 upon completion to provide or support public transportation. The DOT further
 agrees to maintain the Interchange in good working order and to comply with any
 applicable permit conditions of governmental agencies applicable to the
 Interchange from and after acceptance of the Interchange, as provided for in
 subparagraph 5.3 above and after the assignment of all Contractor warranties
 from Gran Central to the DOT.

                  9.5 CONTRACTUAL INDEMNITY:

                           9.5.1 BY GRAN CENTRAL: Gran Central shall indemnify,
hold harmless and defend the DOT and all of its officers, agents and employees,
from and against any and all losses, claims or suits (including costs and
attorneys' fees, whether at the trial level or on appeal) arising directly or
indirectly as a result of breach of this Agreement or caused by, resulting from,
growing out of, or incident to the Interchange, occasioned by the acts or
omissions of Gran Central or any of its subcontractors. The DOT reserves the
right, in the event it so elects, to participate in any litigation caused by,
resulting from, incident to, or arising out of the performance of the
Interchange and for which indemnity is provided pursuant to this


                                       13


<PAGE>   36

Section 9.5.1, but such participation shall not excuse Gran Central from the
indemnification obligations set forth herein. This indemnification obligation of
Gran Central shall terminate upon the issuance of Final Acceptance of the
Interchange by the DOT.

                           9.5.2 BY DOT: DOT shall indemnify, hold harmless and
defend Gran Central and all of its officers, agents and employees, from and
against any and all losses, claims or suits (including costs and attorney's
fees, whether at the trial level or on appeal) arising directly or indirectly as
a result of (i) breach of this Agreement (ii) caused by, resulting from, growing
out of, or incident to the Interchange, occasioned by the acts or omissions of
DOT or any of its agents or (iii) resulting from, growing out of or incident to
the design of the Interchange in accordance with DOT specifications. Gran
Central reserves the right, in the event it so elects to participate in any
litigation caused by, resulting from, incident to, or arising out of the
performance of the Interchange and for which indemnity is provided pursuant to
this Section 9.5.2 but such participation shall not excuse DOT from the
indemnification obligations set forth herein. This indemnifications obligation
of DOT shall terminate upon the issuance of Final Acceptance of the Interchange
by the DOT.

         10. INTERCHANGE COMPLETION: Gran Central agrees proceed with
commencement of design and construction of the Interchange upon satisfaction of
all conditions precedent thereto set forth in the Interchange Development
Agreement described in paragraph 3 hereof. Gran Central shall proceed with
design and construction using reasonable and due diligence until its completion.
Subject to force majeure and extensions otherwise approved by DOT, the


                                       14


<PAGE>   37

construction of the Interchange shall be completed within twenty-four months of
commencement of construction.

         11. FORCE MAJEURE: Gran Central shall be excused for the period of any
delay in the performance of any obligations hereunder when prevented from doing
so by cause or causes beyond Gran Central's control which shall include, without
limitation, all labor disputes, civil commotion, war, war-like operations,
invasion, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or control, fire or other casualty, inability to obtain
any material, services, insurance proceeds, or financing or through acts of God
including floods, hurricanes, tornadoes or other adverse weather conditions.

         12. AGREEMENT FORMAT: All words used herein in the singular form shall
extend to and include the plural. All words used in the plural form shall extend
to and include, the singular. All words used in any gender shall extend to and
include all genders.

         13. EXECUTION OF AGREEMENT: This Agreement may be simultaneously
executed in a minimum of two counterparts, each of which so executed shall be
deemed to be an original, and such counterparts together shall constitute one in
the same instrument.

         14. NOTICES: For purposes of this Agreement, all notices provided
herein shall be sent Certified Mail, Return Receipt Requested, by hand delivery,
by overnight courier, or by facsimile machine with receipt confirmed, to the
address referenced below:

         If to DOT:        Florida Department of Transportation
                           1901 South Marion Street
                           P. 0. Box 1089
                           Lake City, Florida 32056
                           ATTENTION: District Secretary


                                       15


<PAGE>   38

          If to Gran Central:        Gran Central Corporation

                                     Attention: Robert M. Rhodes, Esq.
                                     1650 Prudential Drive, Suite 400
                                     Jacksonville, Florida 32207

          15. ASSIGNMENT: This Agreement may be assigned by Gran Central without
the consent of the DOT. If such assignee shall specifically assume and agree to
perform the obligations of Gran Central set forth herein, then Gran Central
shall thereafter be fully and forever released from any and all obligations
under the terms of this Agreement.

          16. EFFECT OF THIS AGREEMENT: This Agreement constitutes the complete
agreement between the parties with respect to its subject matter and all
antecedent or contemporaneous negotiations, undertakings, representations,
warranties, inducements and obligations are merged into this Agreement and
superseded by its delivery. No provision of this Agreement may be waived unless
such waiver is set forth in writing signed by the party to be charged and this
Agreement otherwise may be modified or amended only by a written instrument
signed by both Gran Central and the DOT.

                                        Gran Central Corporation

                                        By
                                          --------------------------------------

                                        Department of Transportation

                                        By
                                          --------------------------------------

                                       16


<PAGE>   39

                                    EXHIBITS

A - Interchange Description
Al- Special Warranty Deed/Gran Central
B - Property/Gran Central
B1- Special Warranty Deed/City
C - Documents Submitted to DOT
D - Interchange Costs



                                       17


<PAGE>   40




                  STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                        INTERCHANGE DEVELOPMENT AGREEMENT

                                  EXHIBIT "A"

                             INTERCHANGE DESCRIPTION


                                       18


<PAGE>   41




                 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                        INTERCHANGE DEVELOPMENT AGREEMENT

                                  EXHIBIT "A-1"

                      SPECIAL WARRANTY DEED - GRAN CENTRAL


                                       19


<PAGE>   42

                 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                       INTERCHANGE DEVELOPMENT AGREEMENT

                                  EXHIBIT "B"

                             PROPERTY/GRAN CENTRAL




                                       20


<PAGE>   43




                  STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                        INTERCHANGE DEVELOPMENT AGREEMENT

                                  EXHIBIT "B-1"

                          SPECIAL WARRANTY DEED - CITY


                                       21


<PAGE>   44



                 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                       INTERCHANGE DEVELOPMENT AGREEMENT

                                  EXHIBIT "C"

                           DOCUMENTS SUBMITTED TO DOT


                                       22


<PAGE>   45




                  STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

                        INTERCHANGE DEVELOPMENT AGREEMENT

                                   EXHIBIT "D"

                               INTERCHANGE COSTS


                                       23


<PAGE>   46




                              CITY OF JACKSONVILLE

                        INTERCHANGE DEVELOPMENT AGREEMENT

                                   EXHIBIT "B"

                               [INTERCHANGE LANDS]

<PAGE>   47


                  [MAP OF 1-95/ST. AUGUSTINE ROAD INTERCHANGE]
<PAGE>   48

                              CITY OF JACKSONVILLE

                       INTERCHANGE DEVELOPMENT AGREEMENT

                                  EXHIBIT "C"

                         [INTERCHANGE DEVELOPMENT AREA]

<PAGE>   49

                       [MAP OF GRAN PARK AT JACKSONVILLE]

<PAGE>   50

TRACT ONE
---------

         Portions of Sections 19, 20, 29, and [XXXX] Township 4 South, Range 28
East, Jacksonville, Duval County, Florida, being more particularly described as
follows:

         For point of beginning, commence at [XXXX] point of intersection of the
Southeasterly right of way [XXXX] of Old St. Augustine Road (County Road No. 1)
with [XXXX] Southwesterly right of way line of Florida East Coast Railway right
of way, and run S-41 degrees 00'00"E., along [XXXX] Southwesterly right of way
line, a distance of 8,032.19 [XXXX] to its point of intersection with the
Easterly line [XXXX] Section 29, Township and Range aforementioned; run the S-1
degree 02'55"E., along said Easterly section line, a distance of 278.39 feet to
a point; run thence S-88 degrees 41'20"W. [XXXX] distance of 5,349.70 feet to a
point on the line dividing said Section 29 and Section 30, Township and Range
aforementioned; run thence N-88 degrees 13'35"W., a distance 1,789.94 feet to a
point on the Northeasterly right of way line of Interstate 95; run thence N-40
degrees 25'39"W., along said right of way line, a distance of 7,314.04 feet to a
point of curvature; run thence Northwesterly, along said right of way line and
along the arc of a curve, concave Northeasterly with a radius of 11,309.16 feet,
an arc distance of 131.1 [XXXX] feet to a point on the Westerly line of Section
19, Township and Range aforementioned, said arc being subtended by a chord
bearing and distance of N-40 degrees 05'43"W., 131.12 feet [XXXX] run thence N-0
degrees 43'10"W., along said Westerly section line, a distance of 70.36 feet to
its point of intersection with the Southerly right of way line of Old St.
Augustine Road, County Road No. 1; run thence along said right of way line, as
follows: first course, S-88 degrees 14'07"E. a distance of


<PAGE>   51

437.06 feet to a point; second course, N-86 degrees 32'27"E. a distance of
302.66 feet to a point; third course S-85 degrees 51'52"E. a distance of 287.18
feet to a point; fourth course, S-85 degrees 57'50"E. a distance of 3,287.81
feet to a point; run thence S-1 degree "36'25"W. a distance of 327.77 feet a
point; run thence S-88 degrees 23'35"E. a distance of 602.28 feet to a point;
run thence N-1 degree 36'25"E. a distance of 302.[XX] feet to a point on the
aforementioned Southerly right of way line of Old St. Augustine Road; run thence
S-85 degrees 57'50"E. along said right of way line, a distance of 20.14 feet to
a point of curvature; run thence Easterly, along said right of way line and
along the arc of a curve, concave Northwesterly with a radius of 1,482.40 feet,
an arc distance of 79.9[X] feet to the Northwesterly corner of that certain
tract described in deed recorded at Official Records Volume 6062, Page 2169,
said arc being subtended by a chord bearing and distance of S-87 degrees
30'29"E., 79.89 feet; run thence along the boundary of said tract, as follows:
first course, S-1 degree 36'25"W. a distance of 977.27 feet to a point; second
course, S-88 degrees 23'353"E. a distance of 1,376.00 feet to a point; third
course, N-1 degree 36'25"E. a distance of 633.14 feet to a point; fourth course,
N-88 degrees 23'35"W. a distance of 809.47 feet to a point; fifth course, N-1
degree 36'25"E. a distance of 463.74 feet to a point on the aforementioned
Southeasterly right of way line of Old St. Augustine Road, County Road No. 1;
run thence Northeasterly, along said right of way line and along the arc of a
curve, concave Northwesterly with a radius of 1,482.40 feet, and arc distance of
505.49 feet to the point of tangency of said curve, said arc being subtended by
a chord bearing and distance of N-58 degrees 39'18"E., 503.05 feet; run thence
N-48 degrees 53'10"E., along said right of way line, a distance of 909.88 feet
to the point of beginning.


<PAGE>   52

                              CITY OF JACKSONVILLE

                       INTERCHANGE DEVELOPMENT AGREEMENT

                                  EXHIBIT "D"

                        [INVESTMENT RECOUPMENT SCHEDULE]

<PAGE>   53
                                  EXHIBIT "D"

                         INVESTMENT RECOUPMENT SCHEDULE

1.       DEFINITIONS

         1. 1. "Added Capacity" shall mean capacity made available on the
Improved Links by construction of the Interchange Development Improvements as
such capacity is described on Schedule 1 attached.

         1.2. "Available Capacity" shall have the meaning set forth in the
Concurrency Ordinance.

         1.3. "CCAS" or "CRC" shall have the meanings defined in Section 655,
Ordinance Code and shall include any successor form of transportation
concurrency certificate or approval issued by the City of Jacksonville pursuant
to Chapter 655 or otherwise.

         1.4. "City" shall mean the City of Jacksonville.

         1.5. "CMSO" shall mean the City's Concurrency Management System Office,
as established pursuant to Section 655, Ordinance Code.

         1.6. "Concurrency Ordinance" shall mean and refer to Chapter 655,
Ordinance Code.

         1.7. "Development" shall have the meaning set forth in Chapter 655,
Ordinance Code.

         1.8. "Existing Capacity" shall mean the existing capacity on the
Improved Links as such capacity is described on Schedule 2 attached.

         1.9. "Fair Share Contribution" shall mean the amount charged to
applicants impacting the Improved Links pursuant to Objective _______ of the
City 2010 Comprehensive Plan Traffic Circulation Element as a condition to
transportation concurrency approval on deficit transportation links under the
Concurrency Ordinance, as such charges may be modified from time to time;
provided such Fair Share Contribution charged for the Improved Links until the
Investment Recoupment Termination Date, shall be not less than the amount per
Trip for the Improved Links set forth on Schedule 3 attached (the "Minimum Fair
Share Payment").

         1.10. "Final Development Order" shall have the meaning set forth in
Chapter 655, Ordinance Code.



<PAGE>   54

         1.11. "Gran Central" shall mean Gran Central Corporation, its
successors or assigns, as a party to that certain Interchange Development
Agreement with the City of Jacksonville, dated _____________________, 1999.

         1.12. "Improved Links" shall mean those links identified on Schedule 1
and Schedule 2 attached.

         1.13. "Interchange Development Costs" shall have the meaning set forth
in Section 5.1 of the Interchange Development Agreement.

         1.14. "Interchange Development Improvements" shall mean those
improvements constructed or to be constructed by Gran Central pursuant to
Section 5.1 of the Interchange Development Agreement.

         1.15. "Investment Recoupment Charge Date" shall mean the date upon
which the Interchange Development Improvements are incorporated into any
transportation model used by the City to measure Available Capacity, which date
shall be noticed in writing by the CMSO to Gran Central, but not later than the
date of Conditional Acceptance of the Interchange by FDOT, whichever first
occurs.

         1.16. "Investment Recoupment Fund" shall mean the account identified by
the City pursuant to the Interchange Development Agreement into which all Fair
Share Contributions will be deposited.

         1.17. "Investment Recoupment Termination Date" shall mean the first to
occur of (i) the date all sums which may become due and payable to Gran Central
under the Interchange Development Agreement are paid in full; (ii) the date upon
which Gran Central has received the Fair Share Contribution for Added Capacity
on each Improved Link; or (iii) May 15,2019.

         1.18. "Maximum Link Cost Recovery" shall mean the maximum amount of
Interchange Development Costs which may be recovered through Fair Share
Contributions for each Improved Link as described on Schedule 4 attached hereto.

         1.19. "Planning Department" shall mean the City of Jacksonville
Planning Department.

         1.20. "Planning Director" shall mean the Director of the City of
Jacksonville Planning Department.

         1.21. "Trip" shall mean each pm peak hour trip generated from
development which impacts the Improved Links, pursuant to the CCAS and CRC
testing under the Concurrency Ordinance, as in effect on the date hereof and as
such trips are measured in


                                       2


<PAGE>   55

accordance with the Institute of Traffic Engineers Trip Generation Manual (6th
edition) or such other measurement adopted by or utilized by the City and
administered by the CMSO.

2.       FAIR SHARE CONTRIBUTION CHARGE

         2.1. From and after the Investment Recoupment Charge Date and to and
including the Investment Recoupment Termination Date, the City shall charge all
applicants for Final Development Orders for Development coincident with
application for transportation concurrency approval by the CMSO pursuant to the
Concurrency Ordinance, a Fair Share Contribution which would be charged by the
City for any portion of the Added Capacity reserved to such Development as if
the Improved Links were a deficit link to the extent of the Added Capacity
(notwithstanding that the Added Capacity may then be included in the Concurrency
Ordinance as "Available Capacity"). These amounts shall be deposited by the City
upon receipt into the Investment Recoupment Fund and remitted by the City to
Gran Central on a monthly basis not later than the 15th day of each month
following receipt of such Fair Share Contributions by the City by written
requisition from the Director of the Planning Department or his or her designee.

         2.2. Fair Share Contributions shall be paid over to Gran Central by the
City as to any Improved Link until the Added Capacity is reduced to zero for
such Improved Link. No Fair Share Contributions will be charged by the City or
paid to Gran Central for the Existing Capacity.

         2.3. All Fair Share Contributions to be paid to Gran Central under
subsection 2.1 above shall be deposited by the City into the Investment
Recoupment Fund and if not paid to Gran Central on or before the due date, shall
bear interest at the rate of thirteen percent (13%) per annum until paid.

         2.4. Fair Share Contributions shall be charged by the City for impacts
to the Improved Links as a condition to issuance of any Final Development Order,
regardless of the amount of Available Capacity on the Improved Links under the
Concurrency Ordinance at the time of such charge and payment, recognizing that
these Fair Share Contributions are committed by the City to be charged and paid
to Gran Central pursuant to Section 655.215, Ordinance Code, to reimburse Gran
Central for advancing the cost of the Interchange Development Improvements.

         2.5. Gran Central shall notify the CMSO in writing not later than (i)
thirty (30) days after the date of Conditional Acceptance of the Interchange by
FDOT of the date of such Conditional Acceptance and (ii) not later than forty
five (45) days after Final Acceptance of the Interchange by FDOT of the total
amount of the Interchange Development Costs. Gran Central shall also certify to
the City and the CMSO in writing the amount of any Interchange Development
Costs previously funded by Gran Central or contractually committed by Gran
Central prior to disbursement of funds to Gran Central from the Investment
Recoupment Fund.


                                       3


<PAGE>   56

If at any time the amount of Fair Share Contributions payable to Gran Central
under this Agreement exceeds the amount of Interchange Development Costs
advanced by Gran Central, payments to Gran Central from the Investment
Recoupment Fund shall be tolled until advances by Gran Central are equal to or
greater than the Fair Share Contributions to be advanced.

         2.6. The City shall be responsible to establish a system within the
CMSO to insure that all applicants for Final Development Orders will be charged
the Fair Share Contribution prior to and as a condition to issuance of Final
Development Orders and as part of any issuance of CCAS or CRC by the City. If
the City shall fail to collect and deposit any such Fair Share Contributions
into the Investment Recoupment Fund which are due and owing to Gran Central
under the terms of this Schedule, then the city shall be obligated to
appropriate and deposit into the Investment Recoupment Fund such amounts from
its legally available funds not later than fifteen (15) days from the date of
issuance of any Final Development Order as to which such charges are owed but
unpaid.

         2.7. No separate administration fees to establish or administer Fair
Share Contributions shall be charged by the City under this Schedule. Such
administrative costs shall be incurred as part of and paid out of fees for
issuance of CCAS and CRC by the CMSO pursuant to Chapter 655, Ordinance Code.

         2.8. The Planning Director has determined that the Fair Share
Contribution constitutes a fair and reasonable method of charge which reflects
the estimated cost of construction of transportation improvements which would be
required to be paid for by applicants for development approvals under Chapter
655, Ordinance Code or the City as part of the Capital Improvements Program, to
create the Available Capacity resulting from construction of the Interchange
Development Improvements.

3.       MISCELLANEOUS

         3.1. The City shall be exempt from payment of Fair Share Contributions
for Development funded solely by the City.

         3.2. If and to the extent the existing "fair share" formula charged
under the Comprehensive Plan or the Concurrency Ordinance approval process is
modified or terminated for any reason, the City acknowledges that the Fair Share
Contribution will continue to be charged by the City and paid over to Gran
Central for the duration set forth in this Schedule, recognizing that but for
the commitment of the City to establish and maintain a method of charge and
collection for Investment Recoupment by Gran Central, Gran Central would not
enter into the Interchange Development Agreement or advance the Interchange
Development Costs.

         3.3. This Investment Recoupment Schedule and the obligations of the
City set forth herein shall be administered by the Planning Department and the
CMSO or such successor


                                       4


<PAGE>   57

department responsible for administration of the Concurrency Ordinance and are
adopted pursuant to the authority granted under Section 655.210 of the
Concurrency Ordinance.

         3.4. All Final Development Orders issued by the City from and after the
date hereof shall incorporate the Fair Share Contribution requirements set
forth herein for Development impacting the Improved Links under the Concurrency
Ordinance.

         3.5. This Schedule forms a part of and shall be governed by the terms
and provisions of the Interchange Development Agreement between the City and
Gran Central dated ____________, 1999.


                                       5


<PAGE>   58




                                   SCHEDULE 1

                                 ADDED CAPACITY



                                       6



<PAGE>   59

SCHEDULE 1 - ADDED CAPACITY DUE TO THE CONSTRUCTION OF THE INTERCHANGE

<TABLE>
<CAPTION>

                                                                     Existing    Existing                      Change in
                                                                     Maximum       Plus                      Traffic due to
                                                                     Service     Committed      Available      due to the
     Rd Name                          Segment                        Volume(1)    Trips(1)     Capacity(1)    Interchange(2)
----------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                           <C>          <C>          <C>            <C>
I-95                   St. Johns County to Old St. Augustine Rd       5,900        4,444          1,458           -8.8%
                       Old St. Augustine Rd to I-295(3)               8,200        4,444          3,756           30.3%

Old St. Augustine Rd   Philips Hwy (US-1) to I-95                     1,950        1,637            313            7.3%
                       I-95 to Hood Landing                           1,950        1,637            313           -4.1%
                       Hood Landing to I-295                          3,890        6,016         (2,126)         -14.8%

Philips Hwy (US-1)     St. Johns County to Old St. Augustine Rd       5,510        2,332          3,178           30.0%
                       Old St. Augustine Rd to Greenland Rd           5,510        2,332          3,178          -35.5%
                       Greenland Rd to Southside Blvd                 5,340        4,593            747          -31.8%
                       Southside Blvd to Baymeadows Rd                4,260        4,199             61           -6.5%
</TABLE>
<TABLE>
<CAPTION>
                                                                                                                  Added
                                                                      Estimated     Maximum                      Capacity
                                                                       Traffic      Service       Available     due to the
                                                                      Volume w/     Volume w/    Capacity w/    Interchange
     Rd Name                          Segment                        Interchange   Interchange   Interchange    Construction
----------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                           <C>           <C>           <C>            <C>
I-95                   St. Johns County to Old St. Augustine Rd        4,053         5,900          1,847           391
                       Old St. Augustine Rd to I-295(3)                5,791         8,200          2,409           N/A

Old St. Augustine Rd   Philips Hwy (US-1) to I-95                      1,757         1,950            193           N/A
                       I-95 to Hood Landing                            1,570         1,950            380            67
                       Hood Landing to I-295                           5,126         3,890         (1,236)          890

Philips Hwy (US-1)     St. Johns County to Old St. Augustine Rd        3,032         5,510          2,478           N/A
                       Old St. Augustine Rd to Greenland Rd            1,504         5,510          4,006           828
                       Greenland Rd to Southside Blvd                  3,132         5,340          2,208         1,461
                       Southside Blvd to Baymeadows Rd                 3,926         4,260            334           273
</TABLE>

Notes

1)  The existing traffic data was obtained from the Jacksonville Planning
    Department's Rdway Link Status Report, dated 1/12/99.

2)  The change in traffic due to the construction of the Interchange was
    determined using the FSUTMS traffic model and the JUATS data files used by
    the Jacksonville Planning Department for Concurrency determinations.

3)  FHWA has required that this segment of I-95 be widened before the
    interchange is constructed. The Existing Maximum Service Volume has been
    increased to 8,200 vph to reflect that this improvement has been included
    in the FDOT Tentative Work Program (FY 1999/00-FY 2003/04).

                                                               Revised 21-May-99

<PAGE>   60




                                   SCHEDULE 2

                               EXISTING CAPACITY


                                       7

<PAGE>   61

SCHEDULE 2 - EXISTING CAPACITY

<TABLE>
<CAPTION>
                                                                     Existing    Existing
                                                                     Maximum       Plus         Existing
                                                                     Service     Committed      Available
     Rd Name                          Segment                        Volume(1)    Trips(1)     Capacity(1)
----------------------------------------------------------------------------------------------------------
<S>                    <C>                                           <C>          <C>          <C>
I-95                   St. Johns County to Old St. Augustine Rd       5,900        4,444          1,456
                       Old St. Augustine Rd to I-295(2)               8,200        4,444          3,756

Old St. Augustine Rd   Philips Hwy (US-1) to I-95                     1,950        1,637            313
                       I-95 to Hood Landing                           1,950        1,637            313
                       Hood Landing to I-295                          3,890        6,016         (2,126)

Philips Hwy (US-1)     St. Johns County to Old St. Augustine Rd       5,510        2,332          3,178
                       Old St. Augustine Rd to Greenland Rd           5,510        2,332          3,178
                       Greenland Rd to Southside Blvd                 5,340        4,568            774
                       Southside Blvd to Baymeadows Rd                4,260        4,199             61
</TABLE>

Notes

1)  The existing traffic data was obtained from the Jacksonville Planning
    Department's Roadway Link Status Report, dated 1/12/99.

2)  This improvement has been included in the FDOT Tentative Work Program
    (FY 1999/00-FY 2003/04).


<PAGE>   62




                                   SCHEDULE 3

                           MINIMUM FAIR SHARE PAYMENT



                                       8


<PAGE>   63

SCHEDULE 3 - MINIMUM FAIR SHARE PAYMENT SCHEDULE

<TABLE>
<CAPTION>

                                                                                                   Existing     Proposed
                                                                                       Total        Maximum      Maximum
                                                                    Improvement      Estimated      Service      Service
     Rd Name                          Segment                       Description        Cost        Volume(1)     Volume
-------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                        <C>                <C>           <C>          <C>
I-95                   St. Johns County to Old St. Augustine Rd   Widen to 6-lanes   $ 6,920,760     5,900        8,500

Old St. Augustine Rd   I-95 to Hood Landing                       Widen to 4-lanes   $10,965,012     1,950        3,320
                       Hood Landing to I-295                      Widen to 6-lanes   $ 1,704,480     3,690        5,000

Philips Hwy (US-1)     Old St. Augustine Rd to Greenland Rd       Widen to 6-lanes   $ 3,603,258     5,510        8,210
                       Greenland Rd to Southside Blvd             Widen to 6-lanes   $ 2,059,004     5,510        8,210
                       Southside Blvd to Baymeadows Rd            Widen to 6-lanes   $ 6,348,597     5,340        8,210
</TABLE>

<TABLE>
<CAPTION>
                                                                       Increase in      Minimum
                                                                         Maximum      "Fair Share"
                                                                         Service        Payment
     Rd Name                          Segment                            Volume         per Trip
--------------------------------------------------------------------------------------------------
<S>                    <C>                                            <C>             <C>
I-95                   St. Johns County to Old St. Augustine Rd           2,600          $2,662

Old St. Augustine Rd   I-95 to Hood Landing                               1,370          $8,004
                       Hood Landing to I-295                              1,110          $1,536

Philips Hwy (US-1)     Old St. Augustine Rd to Greenland Rd               2,700          $1,335
                       Greenland Rd to Southside Blvd                     2,700          $  763
                       Southside Blvd to Baymeadows Rd                    2,870          $2,212
</TABLE>

Notes

1)  The existing traffic data was obtained from the Jacksonville Planning
    Department's Rdway Link Status Report, dated 1/12/99.



<PAGE>   64




                                   SCHEDULE 4

                           MAXIMUM LINK COST RECOVERY


                                       9

<PAGE>   65

SCHEDULE 4 - MAXIMUM REPAYMENT CALCULATIONS

<TABLE>
<CAPTION>
                                                                                      Increase or
                                                                      "Fair Share"    (Decrease)
                                                                          Per             in          Maximum
                                                                          Trip         Available     Link Cost
     Rd Name                          Segment                           Increase       Capacity      Recovery
---------------------------------------------------------------------------------------------------------------
<S>                    <C>                                            <C>             <C>            <C>
I-95                   St. Johns County to Old St. Augustine Rd          $2,662           391        $1,040,842

Old St. Augustine Rd   I-95 to Hood Landing                              $8,004            67        $  536,268
                       Hood Landing to I-295                             $1,536           890        $1,367,040

Philips Hwy (US-1)     Old St. Augustine Rd to Greenland Rd              $1,335           828        $1,105,380
                       Greenland Rd to Southside Blvd                    $  763         1,461        $1,114,743
                       Southside Blvd to Baymeadows Rd                   $2,212           273        $  603,876

                                  Total Maximum Cost Recovery                                        $5,768,149
</TABLE>

Notes

1)  The existing traffic data was obtained from the Jacksonville Planning
    Department's Roadway Link Status Report, dated 1/12/99.