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                                                               Exhibit 10.53




                ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
                              [SOUTHEAST PARCEL 2]

         This Assignment and Assumption of Purchase Agreement (the
"Assignment") is made this ______ day of December, 1996, by DIVOT DEVELOPMENT
CORPORATION, a Florida corporation ("Assignor"), to DIVOT PROPERTIES WGV, INC.,
a Florida corporation ("Assignee").

                                R E C I T A L S:

         A. Assignor, as Buyer, and SJH Partnership, Ltd., a Florida limited
partnership, as Seller, entered into that certain Agreement for Sale and
Purchase dated June 25, 1996, for the real property located in St. Johns
County, Florida, more particularly described on Exhibit "A" attached hereto and
made a part hereof, (the "Purchase Agreement").

         B. Assignor desires to assign its rights and obligations under the
Purchase Agreement to Assignee, and Assignee desires to accept such rights and
assume such obligations, effective as of this date.

         NOW THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by Assignor, Assignor hereby
assigns, conveys and sets over unto Assignee all of Assignor's right, title and
interest as Buyer under, in and to the Purchase Agreement, and Assignee in
consideration of such assignment hereby assumes and agrees to perform all of
Assignor's obligations under the Purchase Agreement so as to in all respects
constitute the Buyer thereunder.

         IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed in their respective names as of the date first above written.

Signed, sealed and                 ASSIGNOR:
delivered in the
presence of:                       DIVOT DEVELOPMENT CORPORATION,
                                   a Florida corporation



                                   By:  /s/ Joseph R. Cellura
------------------------------         --------------------------------------
                                      JOSEPH R. CELLURA
------------------------------        Its:  Vice President        
(Print Name)                                 



------------------------------
                                          [CORPORATE SEAL]        
------------------------------
(Print Name)                                          

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                                      ASSIGNEE:

                                      DIVOT PROPERTIES WGV, INC., a Florida
                                      corporation



                                      By:  /s/ Joseph R. Cellura
------------------------------            --------------------------------------
                                          JOSEPH R. CELLURA 
------------------------------            Its:  Vice President        
(Print Name)                                 



------------------------------
                                          [CORPORATE SEAL]        
------------------------------
(Print Name)                                          


                               CONSENT BY SELLER


         SJH Partnership, Ltd., as Seller under the referenced Purchase
Agreement, hereby joins in the execution of this assignment solely for the
purpose of evidencing its consent to the assignment by assignor to assignee of
the Purchase Agreement and the assumption by assignee of assignors obligations
thereunder.

Signed, sealed and                      SJH PARTNERSHIP, LTD., a Florida
delivered in the                        limited partnership
presence of                             

                                        By: SJ MEMPHIS, LTD., a Florida limited
                                            partnership, its general partner

                                            By: ST. JOHNS BARBOUR, INC., a 
                                                Florida corporation, its
                                                general partner

                                            By:   /s/ James E. Davidson, Jr.
                                               -------------------------------  
                                                  Vice President 
                                                  Development Administration

                                                  [CORPORATE SEAL]







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