STOCK PLEDGE AGREEMENT

         THIS STOCK PLEDGE AGREEMENT (this "PLEDGE AGREEMENT") is dated
effective as of June 23, 1997, and is entered into by ATLANTIC GULF COMMUNITIES
CORPORATION, a Delaware corporation ("COMPANY"), and AGC-SP, INC., a Delaware
corporation ("AGC-SP;" Company and AGC-SP each individually referred to herein
as a "PLEDGOR" and together as "PLEDGORS;" PROVIDED that after the Effective
Date, "Pledgors" shall be deemed to include any new subsidiary of any Pledgor
which executes an acknowledgement to this Agreement pursuant to SECTION 6 hereof
agreeing to be bound by the terms hereof) in favor of THE BANK OF NEW YORK, a
New York banking corporation, as collateral agent (in such capacity referred to
herein as "COLLATERAL AGENT") for AP-AGC, LLC, a Delaware limited liability
company ("OBLIGEE").

                                    RECITALS

         WHEREAS, Company, Obligee and Collateral Agent are parties to that
certain Secured Agreement dated February 7, 1997, and amended and restated as of
May 15, 1997 (as hereafter amended, supplemented or otherwise modified from time
to time, "SECURED AGREEMENT"; capitalized terms used herein without definition
shall have the meanings given such terms in the Secured Agreement);

         WHEREAS, Company and Obligee are parties to that certain Investment
Agreement dated February 7, 1997, amended as of March 20, 1997, and amended and
restated as of May 15, 1997 (as hereafter amended, supplemented or otherwise
modified from time to time, the "INVESTMENT AGREEMENT");

         WHEREAS, Company and Obligee are parties to that certain Due Diligence
Fee Agreement dated of even date herewith (as hereafter amended, supplemented or
otherwise modified from time to time, the "FEE AGREEMENT");

         WHEREAS, it is a condition precedent to Obligee entering into the
Secured Agreement, the Investment Agreement, the Fee Agreement and all other
Secured Instrument Documents and investing capital thereunder that the Pledgors
execute and deliver this Pledge Agreement, and the Pledgors desire to execute
and deliver this Pledge Agreement.

         NOW, THEREFORE, in consideration of the premises set forth herein and
to induce Obligee to enter into the Secured Agreement, the Investment Agreement,
the Fee Agreement and all other Secured Instrument Documents, each of the
Pledgors agree as follows:

         SECTION 1.   PLEDGE OF SECURITY. Pledgors hereby pledge and assign to
Collateral Agent, and hereby grant to Collateral Agent a security interest in,
all of Pledgors' right, title and interest in and to the following (the "PLEDGED
COLLATERAL"):




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         (a)      the shares described on SCHEDULE I hereto (the "PLEDGED
SHARES") and the certificates representing the Pledged Shares and any interest
of Pledgors in the entries on the books of any financial intermediary pertaining
to the Pledged Shares, and all dividends, cash, warrants, rights, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Shares;

         (b)      all intercompany indebtedness of Pledgors, all promissory
notes made in favor of Pledgors in respect of proceeds from utility
condemnations and all other promissory notes that do not constitute either
Homesite Contracts Receivable or Commercial Receivables (collectively, the
"PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest,
cash, instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of, or in exchange for, any or
all of the Pledged Debt;

         (c)      all additional shares of, and all securities convertible into
and warrants, options and other rights to purchase or otherwise acquire, stock
of any issuer of the Pledged Shares from time to time acquired by Pledgors in
any manner (which shares shall be deemed to be part of the Pledged Shares), the
certificates or other instruments representing such additional shares,
securities, warrants, options or other rights and any interest of Pledgors in
the entries on the books of any financial intermediary pertaining to such
additional shares, and all dividends, cash, warrants, rights, instruments and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such additional
shares, securities, warrants, options or other rights;

         (d)      all additional indebtedness from time to time owed to Pledgors
by any obligor on the Pledged Debt and the instruments evidencing such
indebtedness, and all interest, cash, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such indebtedness;

         (e)      all shares of, and all securities convertible into and
warrants, options and other rights to purchase or otherwise acquire, stock of
any Person that, after the date of this Agreement, becomes, as a result of any
occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor
(which shares shall be deemed to be part of the Pledged Shares), the
certificates or other instruments representing such shares, securities,
warrants, options or other rights and any interest of Pledgors in the entries on
the books of any financial intermediary pertaining to such shares, and all
dividends, cash, warrants, rights, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all of such shares, securities, warrants, options or
other rights;

         (f)      all indebtedness from time to time owed to Pledgors by any
Person that, after the date of this Pledge Agreement, becomes, as a result of
any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest,
cash, instruments and other property or


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proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such indebtedness; and

         (g)      to the extent not covered by clauses (a) through (f) above,
all proceeds of any or all of the foregoing Pledged Collateral. For purposes of
this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or
received when Pledged Collateral or proceeds are sold, exchanged, collected or
otherwise disposed of, whether such disposition is voluntary or involuntary, and
includes, without limitation, proceeds of any indemnity or guaranty payable to
Pledgors or Collateral Agent from time to time with respect to any of the
Pledged Collateral.

         SECTION 2.   SECURITY FOR OBLIGATIONS. This Pledge Agreement secures,
and the Pledged Collateral is collateral security for, (a) after the issuance of
the Preferred Stock, the joint and several obligations of the Company, the
Pledgors and other subsidiaries of the Company pursuant to Section 8 of the
Certificate of Designation to repurchase Preferred Stock on the happening of
certain conditions set forth in the Certificate of Designation at a repurchase
price equal to the Liquidation Preference in respect thereof, as defined in the
Certificate of Designation, consisting of, at any time, $10.00 per share of
Preferred Stock, plus accumulated and unpaid dividends thereon through the date
of such determination, whether or not funds are legally available therefor, the
aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred
Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000,
plus accumulated and unpaid dividends, and (b) after the occurrence of an Event
of Default, as defined in the Certificate of Designation, the joint and several
obligations of the Company, Pledgors and other subsidiaries of the Company to
indemnify Obligee from and against any and all losses, claims, damages, expenses
(including reasonable fees, disbursements and other charges of counsel) or other
liabilities resulting from any breach of any covenant, agreement, representation
or warranty of the Company herein or in any other Secured Instrument Document
pursuant to Section 7.2 of the Investment Agreement, as evidenced by that
certain Secured Evidence of Joint and Several Repurchase Obligations dated of
even date herewith, executed by the Company, Pledgors, and other subsidiaries of
the Company to and for the benefit of Obligee (together with any and all
additions, modifications, amendments, renewals, and extensions thereof, the
"INSTRUMENT"), whether or not from time to time decreased or extinguished and
later increased, created or incurred and all or any portion of such obligations
that are paid, to the extent all or any part of such payment is avoided or
recovered directly or indirectly from Obligee or Collateral Agent as a
preference, fraudulent transfer or otherwise, and all obligations of every
nature (whether of payment, of performance or otherwise) of the Company, the
Pledgors and other subsidiaries of the Company from time to time owed to Obligee
or Collateral Agent or either of them under the Secured Agreement or any other
Secured Instrument Document, whether for principal, interest (including interest
accruing after the commencement of a bankruptcy case, whether or not enforceable
in such case), repurchase or redemption obligations, dividend obligations, fees,
costs, expenses, indemnification liabilities or other obligations, of whatsoever
nature and whether now or


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hereafter made, incurred or created, whether absolute or contingent, liquidated
or unliquidated, regardless of class, whether due or not due, and however
arising (the foregoing being hereinafter collectively referred to as the
"SECURED OBLIGATIONS").


         SECTION 3.   DELIVERY OF PLEDGED COLLATERAL. All certificates or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of Collateral Agent pursuant hereto and shall be in
suitable form for transfer by delivery, or, as applicable, shall be accompanied
by the relevant Pledgor's endorsement, where necessary, or duly executed
instruments of transfer or assignment in blank, all in form and substance
satisfactory to Collateral Agent. If an Event of Default shall have occurred and
be continuing, Collateral Agent shall have the right, at any time in its
discretion and without notice to any Pledgor, to transfer to or to register in
the name of Collateral Agent or any of its nominees any or all of the Pledged
Collateral, subject only to the revocable rights specified in SECTION 7(a)
hereof. In addition, Collateral Agent shall have the right at any time to
exchange certificates or instruments representing or evidencing Pledged
Collateral for certificates or instruments of smaller or larger denominations.


         SECTION 4.   REPRESENTATIONS AND WARRANTIES. Each Pledgor represents
and warrants as follows:

         (a)      PLEDGED EQUITY AND PLEDGED DEBT. All of the Pledged Shares
pledged by such Pledgor have been duly authorized and validly issued and are
fully paid and nonassessable. All of the Pledged Debt pledged by such Pledgor
has been duly authorized, authenticated or issued and delivered, and is the
legal, valid and binding obligation of the issuers thereof (except as may be
limited by bankruptcy, reorganization, moratorium, or similar laws relating to
or limiting creditors' rights generally or by general principles of equity
relating to enforceability), and is not in default. The Pledged Shares
constitute all of the issued and outstanding shares of capital stock of each
issuer thereof, and there are no outstanding options, warrants, rights to
subscribe, stock purchase rights or other agreements outstanding with respect
to, or property that is now or hereafter convertible into, or that requires the
issuance or sale of, any Pledged Shares. The Pledged Debt constitutes all of the
issued and outstanding intercompany indebtedness owing to Pledgor by Company or
any direct or indirect Subsidiary or direct Unrestricted Subsidiary of Company.

         (b)      OWNERSHIP OF PLEDGED COLLATERAL. Pledgor is the legal, record
and beneficial owner of the Pledged Collateral pledged by such Pledgor free and
clear of any lien, except for the security interests created by this Pledge
Agreement and the junior lien of The Bank of New York, as Collateral Agent.

         (c)      CONSENTS. No consent of any other party (including, without
limitation, stockholders or creditors of Pledgor or any Person under any
contractual obligation of such Pledgor) and no consent, authorization, approval
or other action by, and no notice to or


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<PAGE>


filing with any governmental authority or regulatory body is required either (i)
for the pledge by Pledgor of the Pledged Collateral pledged by such Pledgor
pursuant to this Pledge Agreement and the grant by Pledgor of the security
interest granted hereby or for the execution, delivery or performance of this
Pledge Agreement by Pledgor or (ii) for the exercise by Collateral Agent of the
voting or other rights provided for in this Pledge Agreement or the remedies in
respect of the Pledged Collateral pursuant to this Pledge Agreement (except (x)
those which have been obtained or made or (y) as may be required in connection
with a disposition of Pledged Collateral by laws affecting the offering and sale
of securities generally).

         (d)      PERFECTION. The pledge and delivery to Collateral Agent of the
Pledged Collateral pursuant to this Pledge Agreement creates a valid and
perfected first priority security interest in favor of Collateral Agent, on
behalf of Obligee, in the Pledged Collateral of such Pledgor, securing the
payment of the Secured Obligations, and all actions necessary or desirable to
perfect and protect such security interest have been duly taken.

         (e)      MARGIN REGULATIONS. The pledge of the Pledged Collateral
pursuant to this Pledge Agreement does not violate Regulations G, T, U or X of
the Board of Governors of the Federal Reserve System.

         (f)      OTHER INFORMATION. All information heretofore, herein or
hereafter supplied to Obligee on behalf of Pledgors with respect to the Pledged
Collateral is accurate and complete in all material respects.

         SECTION 5.   CERTAIN COVENANTS. Each Pledgor hereby covenants that,
until the Secured Obligations have been indefeasibly paid in full, such Pledgor
shall:

                  (a) not, (i) except as expressly permitted by the Secured
         Agreement, sell, assign (by operation of law or otherwise) or otherwise
         dispose of, or grant any option with respect to, any of the Pledged
         Collateral pledged hereunder by such Pledgor, (ii) create or permit to
         exist any lien upon or with respect to any of the Pledged Collateral,
         except for the security interest created by this Pledge Agreement and
         liens permitted by the Secured Agreement, or (iii) permit, except as
         expressly permitted by the Secured Agreement, any issuer of Pledged
         Shares to merge or consolidate with any Person;

                  (b) except as expressly permitted by the Secured Agreement,
         (i) cause each issuer of Pledged Shares not to issue any stock or other
         securities in substitution for the Pledged Shares issued by such
         issuer, except to Pledgor, (ii) pledge hereunder, immediately upon its
         acquisition (directly or indirectly) thereof, any and all additional
         shares of stock or other securities of each issuer of Pledged Shares,
         and (iii) pledge hereunder, immediately upon its acquisition (directly
         or indirectly) thereof, any and all shares of stock of any Person
         which, after the date of this Pledge Agreement,


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<PAGE>



         becomes, as a result of any occurrence, a direct Subsidiary or a direct
         Unrestricted Subsidiary of Pledgors;

                  (c) (i) pledge hereunder, immediately upon their issuance, any
         and all instruments or other evidences of additional indebtedness from
         time to time owed (directly or indirectly) to Pledgors by any direct or
         indirect Subsidiary of the Company, and (ii) pledge hereunder,
         immediately upon their issuance, any and all instruments or other
         evidences of indebtedness from time to time owed (directly or
         indirectly) to Pledgor by any Person that after the date of this Pledge
         Agreement becomes, as a result of any occurrence, a direct or indirect
         Subsidiary of Pledgor; and

                  (d) promptly deliver to Collateral Agent all written notices
         received by it with respect to the Pledged Collateral.


         SECTION 6.   FURTHER ASSURANCES; PLEDGE AMENDMENTS.
                      -------------------------------------

         (a)      Each Pledgor agrees that at any time and from time to time, at
the expense of Pledgors, Pledgors shall promptly execute and deliver all further
instruments and documents, and take all further actions, that may be necessary
or desirable, or that Collateral Agent may reasonably request, to perfect and
protect any security interest granted or purported to be granted hereby or to
enable Collateral Agent to exercise and enforce its rights and remedies
hereunder with respect to any Pledged Collateral.

         (b)      Each Pledgor further agrees that it will, upon obtaining any
additional shares of stock or other securities required to be pledged hereunder
as provided in SECTION 5(b) OR (c) hereof, promptly (and in any event within 5
Business Days) deliver to Collateral Agent a Pledge Amendment, duly executed by
Pledgor, in substantially the form of SCHEDULE II hereto (a "PLEDGE AMENDMENT"),
in respect of the additional Pledged Shares or Pledged Debt to be pledged
pursuant to this Pledge Agreement. Pledgor hereby authorizes Collateral Agent to
attach each Pledge Amendment to this Pledge Agreement and agrees that all
Pledged Shares or Pledged Debt listed on any Pledge Amendment delivered to
Collateral Agent shall for all purposes hereunder be considered Pledged
Collateral; PROVIDED that the failure of Pledgor to execute a Pledge Amendment
with respect to any additional Pledged Shares or Pledged Debt pledged pursuant
to this Pledge Agreement shall not impair the security interest of Collateral
Agent therein or otherwise adversely affect the rights and remedies of
Collateral Agent hereunder with respect thereto.

         (c)     Each Pledgor further agrees that it will cause any direct or
indirect Subsidiary and any direct Unrestricted Subsidiary acquired or created
after the effective date of this Agreement promptly after such acquisition or
creation of such new Subsidiary or Unrestricted Subsidiary (in any event within
5 Business Days after the date such acquisition or creation, as the case may be)
to deliver to Collateral Agent an acknowledgment and


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<PAGE>


agreement duly executed by such new Subsidiary or Unrestricted Subsidiary in
substantially the form of SCHEDULE III hereto (a "PLEDGE ACKNOWLEDGMENT").

         SECTION 7.   VOTING RIGHTS; DIVIDENDS; ETC.
                      -----------------------------

         (a)      So long as no Event of Default (as defined below) shall have
occurred and be continuing:

                  (i)  Pledgors shall be entitled to exercise any and all voting
         and other consensual rights pertaining to the Pledged Collateral or any
         part thereof for any purpose not inconsistent with the terms of this
         Pledge Agreement and the Secured Agreement. It is understood, however,
         that neither (A) the voting by Pledgors of any Pledged Shares for or
         Pledgors' consent to the election of directors at a regularly scheduled
         annual or other meeting of stockholders or with respect to incidental
         matters at any such meeting nor (B) Pledgors' consent to or approval of
         any action otherwise permitted under the Secured Agreement shall be
         deemed inconsistent with the Secured Agreement within the meaning of
         this SECTION 7(a)(i), and no notice of any such voting or consent need
         be given to Collateral Agent.

                  (ii) Pledgors shall be entitled to receive and retain, and to
         utilize free and clear of the lien of this Pledge Agreement, any and
         all dividends and interest paid in respect of the Pledged Collateral;
         PROVIDED, HOWEVER that any and all

                       (A)   dividends and interest paid or payable other than
                  in cash in respect of, and instruments and other property
                  (other than cash) received, receivable or otherwise
                  distributed in respect of, or in exchange for, any Pledged
                  Collateral,

                       (B)   dividends and other distributions paid or payable
                  in cash in respect of any Pledged Collateral in connection
                  with a partial or total liquidation or dissolution (except any
                  distribution upon liquidation to another Pledgor to the extent
                  permitted under the Secured Agreement), or in connection with
                  a reduction of capital, capital surplus or paid-in-surplus,
                  and

                       (C)   cash paid, payable or otherwise distributed in
                  respect of principal or in redemption of or in exchange for
                  any Pledged Collateral, shall be, and shall forthwith be
                  delivered to Collateral Agent to hold as, Pledged Collateral
                  and shall, if received by Pledgors, be received in trust for
                  the benefit of Collateral Agent, be segregated from the other
                  property or funds of Pledgors and be forthwith delivered to
                  Collateral Agent as Pledged Collateral in the same form as so
                  received (with all necessary endorsements).


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<PAGE>


                  (iii) Collateral Agent shall promptly execute and deliver (or
         cause to be executed and delivered) to the appropriate Pledgor all such
         proxies, dividend payment orders and other instruments as such Pledgor
         may from time to time reasonably request for the purpose of enabling
         such Pledgor to exercise the voting and other consensual rights which
         it is entitled to exercise pursuant to paragraph (i) above and to
         receive the dividends, principal or interest payments which it is
         authorized to receive and retain pursuant to paragraph (ii) above.

         (b)      Upon the occurrence and during the continuance of an Event of
Default:

                  (i)     Upon written notice from Collateral Agent to Company,
         all rights of Pledgors to exercise the voting and other consensual
         rights which they would otherwise be entitled to exercise pursuant to
         SECTION 7(a)(i) shall cease, and all such rights shall thereupon become
         vested in Collateral Agent who shall thereupon have the right to
         exercise such voting and other consensual rights.

                  (ii)    All rights of Pledgors to receive the dividends and
         interest payments which they would otherwise be authorized to receive
         and retain pursuant to SECTION 7(a)(ii) shall cease, and all such
         rights shall thereupon become vested in Collateral Agent who shall
         thereupon have the right to receive and hold as Pledged Collateral such
         dividends and interest payments which shall, upon written notice from
         Collateral Agent, be paid to Collateral Agent.

                  (iii)   All dividends, principal and interest payments which
         are received by any Pledgor contrary to the provisions of paragraph
         (ii) of this SECTION 7(b) shall be received in trust for the benefit of
         Collateral Agent, shall be segregated from other funds of such Pledgor
         and shall forthwith be paid over to Collateral Agent as Pledged
         Collateral in the same form as so received (with any necessary
         endorsements).

         (c)      In order to permit Collateral Agent to exercise the voting and
other consensual rights which it may be entitled to exercise pursuant to SECTION
7(b)(i) hereof and to receive all dividends and other distributions which it may
be entitled to receive under SECTION 7(a)(ii) hereof or SECTION 7(b)(ii) hereof,
Pledgors shall promptly execute and deliver (or cause to be executed and
delivered) to Collateral Agent all such proxies, dividend payment orders and
other instruments as Collateral Agent may from time to time reasonably request.


         SECTION 8.   COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. Each Pledgor
hereby irrevocably appoints Collateral Agent as such Pledgor's attorney-in-fact,
with full authority in the place and stead of such Pledgor and in the name of
such Pledgor or otherwise, from time to time in Collateral Agent's reasonable
discretion to take any action and to execute any instrument, which Collateral
Agent may deem necessary or advisable, subject to the terms and conditions of
this Pledge Agreement, to accomplish the purposes of this Pledge Agreement,
including, without limitation, (a) to file one or more financing or


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<PAGE>


continuation statements or amendments thereto, relative to all or part of the
Pledged Collateral without the signature of such Pledgor, (b) to receive,
endorse and collect all instruments made payable to such Pledgor representing
any dividend, principal or interest payment or other distribution in respect of
the Pledged Collateral or any part thereof and to give full discharge for the
same, and (c) if an Event of Default shall have occurred and be continuing, to
ask, demand, collect, sue for, recover, compound, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the
Pledged Collateral, and (d) to file any claims or take any action or institute
any proceedings which Collateral Agent may deem necessary or desirable for the
collection of any of the Pledged Collateral or to enforce the rights of
Collateral Agent with respect to any of the Pledged Collateral.


         SECTION 9.   COLLATERAL AGENT MAY PERFORM. If a Pledgor fails to
perform any agreement contained herein, Collateral Agent may, upon 30 days'
notice to such Pledgor (unless otherwise expressly set forth in this Pledge
Agreement or an Event of Default shall have occurred and be continuing, in which
case, no notice shall be required) itself perform, or cause performance of, such
agreement, and the expenses of Collateral Agent incurred in connection therewith
shall be payable by Pledgors under SECTION 16(b) hereof.

         SECTION 10.  STANDARD OF CARE. The powers conferred on Collateral Agent
hereunder are solely to protect its interest in the Pledged Collateral and shall
not impose on it any duty to exercise such powers. Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of the
Pledged Collateral in its possession if the Pledged Collateral is accorded
treatment substantially equivalent to that which Collateral Agent accords its
own property consisting of negotiable securities, it being understood that
Collateral Agent shall have no responsibility for (a) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relating to any Pledged Collateral, whether or not Obligee has or
is deemed to have knowledge of such matters, (b) taking any necessary action
(other than actions taken in accordance with the standard of care set forth
above to maintain possession of the Pledged Collateral) to preserve rights
against any parties with respect to any Pledged Collateral, (c) taking any
necessary actions to collect or realize upon the Secured Obligations or any
guarantee therefor, or any part thereof, or any of the Pledged Collateral or (d)
initiating any action to protect the Pledged Collateral against the possibility
of a decline in market value.

         SECTION 11.  EVENTS OF DEFAULT. The occurrence of any "Event of
Default" as defined in the Secured Agreement (whether or not any Secured
Obligations shall be at the time outstanding thereunder or the Secured Agreement
shall have terminated for some other purpose) or the occurrence of any default
under the Investment Agreement or the Certificate of Designation, which default
has continued beyond any applicable cure period, shall constitute an Event of
Default under this Pledge Agreement.


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<PAGE>


         SECTION 12.  REMEDIES UPON DEFAULT. (a) If any Event of Default shall
have occurred and be continuing, Collateral Agent may exercise in respect of the
Pledged Collateral, in addition to other rights and remedies provided for herein
or otherwise available to it, all the rights and remedies of a secured party on
default under the Code as in effect in the State of New York (or any other state
with jurisdiction over the Pledged Collateral) at that time, and Collateral
Agent may also in its sole discretion, without notice (except as specified
below), sell the Pledged Collateral or any part thereof in one or more parcels
at public or private sale, at any exchange, broker's board or at any of
Collateral Agent's offices or elsewhere, for cash, on credit or for future
delivery, at such time or times and at such price or prices and upon such other
terms as Collateral Agent may deem commercially reasonable, irrespective of the
impact of any such sales on the market price of the Pledged Collateral.
Collateral Agent, on behalf of Obligee, may be the purchaser of any or all of
the Pledged Collateral at any such sale and shall be entitled, for the purpose
of bidding and making settlement or payment of the purchase price for all or any
portion of the Pledged Collateral sold at any such public sale, to use and apply
any of the Secured Obligations as a credit on account of the purchase price of
any Pledged Collateral payable by Collateral Agent at such sale. Each purchaser
at any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Pledgor, and each Pledgor hereby waives (to the extent
permitted by law) all rights of redemption, stay and/or appraisal which it now
has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted. Pledgors agree that, to the extent notice of sale
shall be required by law, at least 10 days' notice to Pledgors of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification. Collateral Agent shall not be
obligated to make any sale of Pledged Collateral regardless of notice of sale
having been given. Collateral Agent may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it was so
adjourned. Each Pledgor hereby waives any claims against Collateral Agent
arising by reason of the fact that the price at which any Pledged Collateral may
have been sold at such a private sale was less than the price which might have
been obtained at a public sale, even if Collateral Agent accepts the first offer
received and does not offer such Pledged Collateral to more than one offeree. If
the proceeds of any sale or other disposition of the Pledged Collateral are
insufficient to pay all the Secured Obligations, Pledgors shall be liable for
the deficiency and the fees of any attorneys employed by Collateral Agent to
collect such deficiency, subject in the case of the Subsidiary Pledgors to any
limitations contained in the Guarantees.

         (b)      Each Pledgor recognizes that, by reason of certain
prohibitions contained in the Securities Act of 1933, as from time to time
amended (the "SECURITIES ACT"), and applicable state securities laws, Collateral
Agent may be compelled, with respect to any sale of all or any part of the
Pledged Collateral conducted without prior registration or qualification of such
Pledged Collateral under the Securities Act and/or such state securities laws,
to limit purchasers to those who will agree, among other things, to acquire the
Pledged Collateral for their own account, for investment and not with a view to
the distribution or


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<PAGE>


resale thereof. Each Pledgor acknowledges that any such private sales may be at
prices and on terms less favorable to Collateral Agent than those obtainable
through a public sale without such restrictions (including, without limitation,
a public offering made pursuant to a registration statement under the Securities
Act) and, notwithstanding such circumstances and the registration rights granted
to the Collateral Agent pursuant to SECTION 13, each Pledgor agrees that any
such private sale shall be deemed to have been made in a commercially reasonable
manner and that Collateral Agent shall have no obligation to engage in public
sales and no obligation to delay the sale of any Pledged Collateral for the
period of time necessary to permit the issuer thereof to register it for a form
of public sale requiring registration under the Securities Act or under
applicable state securities laws, even if such issuer would, or should, agree to
so register it.

         (c)      If Collateral Agent determines to exercise its right to sell
any or all of the Pledged Collateral, upon written request, Pledgors shall and
shall cause each issuer of any Pledged Shares to be sold hereunder from time to
time to furnish to Collateral Agent all such information as Collateral Agent may
request in order to determine the number of shares and other instruments
included in the Pledged Collateral which may be sold by Collateral Agent in
exempt transactions under the Securities Act and the rules and regulations of
the Securities and Exchange Commission thereunder, as the same are from time to
time in effect.

         SECTION 13.  REGISTRATION RIGHTS. If Collateral Agent shall determine
to exercise its right to sell all or any of the Pledged Collateral pursuant to
SECTION 12, each Pledgor agrees that, upon request of Collateral Agent (which
request may be made by Collateral Agent in its sole discretion), Pledgor will,
at its own expense:

         (a)      execute and deliver, and cause each issuer of the Pledged
Collateral contemplated to be sold and the directors and officers thereof to
execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts and things, as may be necessary or, in the opinion of
Collateral Agent, advisable to register such Pledged Collateral under the
provisions of the Securities Act and to cause the registration statement
relating thereto to become effective and to remain effective for a period of 1
year from the date of the first public offering of the Pledged Shares so
registered, and to make all amendments and supplements hereto and to the related
prospectus which, in the opinion of Collateral Agent, are necessary or
advisable, all in conformity with the requirements of the Securities Act and the
rules and regulations of the Securities and Exchange Commission applicable
thereto;

         (b)      use its best efforts to qualify the Pledged Collateral
under all applicable state securities or "Blue Sky" laws and to obtain all
necessary governmental approvals for the sale of the Pledged Collateral, as
requested by Collateral Agent;


                                       11
<PAGE>


         (c)      cause each such issuer to make available to its security
holders, as soon as practicable, an earnings statement which will satisfy the
provisions of Section 11(a) of the Securities Act;

         (d)      do or cause to be done all such other acts and things as
may be necessary to make such sale of the Pledged Collateral or any part thereof
valid and binding and in compliance with applicable law; and

         (e)      bear all costs and expenses, including reasonable
attorneys' fees, of carrying out its obligations under this SECTION 13.

         Each Pledgor further agrees that a breach of any of the covenants
contained in this SECTION 13 will cause irreparable injury to Secured Party,
that Secured Party has no adequate remedy at law in respect of such breach and,
as a consequence, that each and every covenant contained in this SECTION 13
shall be specifically enforceable against such Pledgor, and each Pledgor hereby
waives and agrees not to assert any defenses against an action for specific
performance of such covenants except for a defense that no default has occurred
giving rise to the Secured Obligations becoming due and payable prior to their
stated maturities. Nothing in this SECTION 13 shall in any way alter the rights
of Collateral Agent under SECTION 12.

         SECTION 14.  APPLICATION OF PROCEEDS. All Proceeds received by
Collateral Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Pledged Collateral may, in the
discretion of Collateral Agent, be held by Collateral Agent as Pledged
Collateral for, and/or then or at any time thereafter applied in whole or in
part by Collateral Agent against the Secured Obligations in the following order
of priority:

                  FIRST:  To the payment of all costs and expenses of such sale,
         collection or other realization, and all expenses, liabilities and
         advances made or incurred by Collateral Agent in connection therewith
         and all amounts for which the Collateral Agent is entitled to
         indemnification hereunder and all advances made by the Collateral Agent
         hereunder for the account of Pledgors or for the payment of all costs
         and expenses paid or incurred by the Collateral Agent in connection
         with the exercise of any right or remedy hereunder, all in accordance
         with SECTION 16 hereof;

                  SECOND: To the payment in full of all other Secured
         Obligations in the order specified in the Secured Agreement and in
         accordance with the Intercreditor Agreement; and

                  THIRD:  To the payment to or upon the order of Pledgors, or to
         whosoever may be lawfully entitled to receive the same or as a court of
         competent jurisdiction may direct, of any surplus then remaining from
         such proceeds.


                                       12
<PAGE>


         SECTION 15.  COLLATERAL AGENT. Collateral Agent has been appointed as
Collateral Agent hereunder pursuant to the Secured Agreement. Collateral Agent
shall be obligated and shall have the right hereunder, to make demands, to give
notices, to exercise or refrain from exercising any rights, and to take or
refrain from taking any action (including, without limitation, the release or
substitution of Collateral) in accordance with the Secured Agreement and the
Intercreditor Agreement. Collateral Agent may resign and a successor Collateral
Agent may be appointed in the manner provided for resignation and appointment of
a successor in the Secured Agreement. Upon the acceptance of any appointment as
a Collateral Agent by a successor Collateral Agent, such successor Collateral
Agent shall thereupon succeed to, and become vested with all the rights, powers,
privileges and duties of, the retiring Collateral Agent under this Pledge
Agreement, and the retiring Collateral Agent shall thereupon be discharged from
its duties and obligations under this Pledge Agreement and shall deliver any
Collateral in its possession to the successor Collateral Agent. After any
retiring Collateral Agent's resignation, the provisions of this Pledge Agreement
shall inure to its benefit as to any actions taken or omitted to be taken by it
under this Pledge Agreement while it was Collateral Agent.


         SECTION 16.  INDEMNITY AND EXPENSES. (a) Pledgors jointly and severally
agree to indemnify Collateral Agent, Obligee and each of the officers,
directors, agents, employees and affiliates of each of them (each an
"INDEMNITEE"), from and against any and all claims, losses and liabilities in
any way relating to, growing out of or resulting from this Pledge Agreement and
the transactions contemplated hereby (including, without limitation, enforcement
of this Pledge Agreement), except claims, losses or liabilities resulting from
the gross negligence or willful misconduct of the Indemnitee seeking
indemnification.

         (b)      Pledgors will upon demand pay to Collateral Agent the amount
of any and all costs and expenses, including the reasonable fees and expenses of
its counsel and of any experts and agents, which Collateral Agent may incur in
connection with (i) the administration of this Pledge Agreement, (ii) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Pledged Collateral, (iii) the exercise or
enforcement of any of the rights of Collateral Agent hereunder or (iv) the
failure by any Pledgor to perform or observe any of the provisions hereof.

         (c)      The obligations of Pledgors in this Section 16 hereof shall
survive termination of this Pledge Agreement and the discharge of Pledgors'
other obligations under this Pledge Agreement, the Secured Agreement and the
other Secured Instrument Documents.

         SECTION 17.  CONTINUING SECURITY INTEREST; TRANSFER OF SECURED
OBLIGATIONS. This Pledge Agreement shall create a continuing security interest
in the Pledged Collateral and shall (a) remain in full force and effect until
indefeasible payment in full of all Secured Obligations, (b) be binding upon
each Pledgor, its successors and assigns, and (c) inure, together with the
rights and remedies of Collateral Agent hereunder, to the


                                       13
<PAGE>


benefit of Collateral Agent and Obligee and their respective successors,
transferees and assigns. Without limiting the generality of the foregoing clause
(c), subject to the provisions of the Secured Agreement, Obligee may assign or
otherwise transfer any Secured Obligations held by it to any other person or
entity, and such other person or entity shall thereupon become vested with all
the benefits in respect thereof granted to Obligee herein or otherwise. Upon the
indefeasible payment in full of all Secured Obligations, each Pledgor shall be
entitled to the return, upon its request and at its expense, against receipt and
without recourse to Collateral Agent, of such of the Pledged Collateral pledged
by such Pledgor hereunder as shall not have been sold or otherwise applied
pursuant to the terms hereof.


         SECTION 18.  NO WAIVER BY OBLIGEE; AUTHORITY OF PLEDGOR. No failure on
the part of Collateral Agent to exercise, and no course of dealing with respect
to, and no delay in exercising, any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise by
Collateral Agent of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein provided are cumulative to the fullest extent permitted by
law and are not exclusive of any remedies provided by law. It is not necessary
for Collateral Agent to inquire into the powers of any Pledgor or the officers,
directors or agents acting or purporting to act on behalf of any of them.

         SECTION 19.  AMENDMENT, ETC. No amendment or waiver of any provision of
this Pledge Agreement, nor consent to any departure by any Pledgor herefrom,
shall in any event be effective unless the same shall be in writing and signed
by Collateral Agent on behalf of Obligee, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.

         SECTION 20.  ADDRESSES FOR NOTICES. Unless otherwise specifically
provided herein, any notice or other communication herein required or permitted
to be given shall be in writing and may be personally served, telecopied,
telexed or sent by United States mail or courier service and shall be deemed to
have been given when delivered in person, upon confirmed receipt (in the case of
telecopy or telex) or 5 Business Days after depositing it in the United States
mail, registered or certified, with postage prepaid and properly addressed;
PROVIDED that any notice sent to Collateral Agent or Obligee shall not be
effective until received. For purposes hereof, the addresses of the parties
hereto (until notice of a change thereof is delivered as provided in this
SECTION 20) shall be as set forth under each party's name on the signature pages
hereof or in the Secured Agreement.


         SECTION 21.  GOVERNING LAW; TERMS. THIS PLEDGE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NEW YORK (INCLUDING


                                       14
<PAGE>


WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR PLEDGED COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION
OTHER THAN THE STATE OF NEW YORK. Unless otherwise defined herein or in the
Secured Agreement, terms defined in Article 9 of the Code are used herein as
therein defined.


         SECTION 22.  SEVERABILITY. Any provisions of this Pledge Agreement
which are prohibited or unenforceable in any jurisdiction shall, as to such
jurisdictions, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         SECTION 23.  CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR WITH RESPECT TO THIS PLEDGE
AGREEMENT MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION
SITTING IN NEW YORK, NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS PLEDGE
AGREEMENT, EACH PLEDGOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS PLEDGE AGREEMENT. Each Pledgor hereby agrees
that service of process sufficient for personal jurisdiction in any action
against such Pledgor in the State of New York may be made by registered or
certified mail, return receipt requested, to such Pledgor at its address
provided in SECTION 20, and each Pledgor hereby acknowledges that such service
shall be effective and binding in every respect. Nothing herein shall affect the
right to serve process in any other manner permitted by law or shall limit the
right of Collateral Agent to bring proceedings against any Pledgor in the courts
of any other jurisdiction.

         SECTION 24.  WAIVER OF JURY TRIAL. EACH PLEDGOR AND COLLATERAL AGENT
HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS PLEDGE AGREEMENT. The scope of
this waiver is intended to be all encompassing of any and all disputes that may
be filed in any court and that relate to the subject matter of this transaction,
including, without limitation, contract claims, tort claims, breach of duty
claims, and all other common law and statutory claims. Each Pledgor and
Collateral Agent (a) acknowledge that this waiver is a material inducement for
such


                                       15
<PAGE>


Pledgor and Collateral Agent to enter into a business relationship, that each
Pledgor and Collateral Agent have already relied on the waiver in entering into
this Pledge Agreement and that each will continue to rely on the waiver in their
related future dealings and (b) further warrant and represent that each has
reviewed this waiver with its legal counsel, and that each knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS PLEDGE AGREEMENT. In the event of
litigation, this Pledge Agreement may be filed as a written consent to trial by
the court.

         SECTION 25. MARSHALING; PAYMENTS SET ASIDE. Agent shall not be under
any obligation to marshal any assets in favor of any Pledgor or any other party
or against or in payment of any or all of the Secured Obligations. To the extent
that any Pledgor makes a payment or payments to Collateral Agent or Collateral
Agent enforces its security interests or exercises its rights of setoff, and
such payment or payments or proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, state or federal law, common law or equitable cause,
then to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied, and all liens, rights and remedies therefor, shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

         SECTION 26.  HEADINGS. Section and subsection headings in this Pledge
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Pledge Agreement or be given any substantive effect.

         SECTION 27. COUNTERPARTS. This Pledge Agreement and any amendments,
waivers, consents or supplements may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original and all
of which together shall constitute one and the same Agreement.

         SECTION 28. INTERCREDITOR AGREEMENT. Obligee, Collateral Agent and
Foothill Capital Corporation, as AG Collateral Agent, are parties to the
Intercreditor Agreement which, among other things, concerns priorities of Liens
in the Collateral and the exercise of remedies by the parties thereto, and the
manner and priority of distribution of the proceeds of the Collateral among
Obligee and Foothill Capital Corporation, as AG Collateral Agent, and the terms
of this Agreement are subject to the terms and provisions of the Intercreditor
Agreement.


                                       16
<PAGE>


         IN WITNESS WHEREOF, Pledgors have caused this Pledge Agreement to be
duly executed and delivered by their officers thereunto duly authorized
effective as of the date first above written.

PLEDGORS:                     ATLANTIC GULF COMMUNITIES
                              CORPORATION, a Delaware corporation and
                              AGC-SP, INC., a Delaware corporation


                              By:
                                 -----------------------------------------------
                                 John H. Fischer
                                 Vice President

                              Notice Address:
                              c/o ATLANTIC GULF COMMUNITIES
                              CORPORATION
                              2601 South Bayshore Drive, 9th Floor
                              Miami, Florida 33133-5461
                              Attention: John H. Fischer,
                              Vice President
                              Facsimile: (305) 859-4623




COLLATERAL AGENT:             THE BANK OF NEW YORK, a New York
                              banking corporation, as Collateral Agent

                              By:  THE BANK OF NEW YORK TRUST
                                   COMPANY OF FLORIDA, N.A., its agent

                                   By:
                                      ------------------------------------------
                                      Janalee R. Scott
                                      Assistant Vice President

                              Notice Address:
                              Towermarc Plaza, 2nd Floor
                              10161 Centurion Parkway
                              Jacksonville, Florida 32256
                              Attention:  Janalee R. Scott
                              Facsimile:  (904) 645-1998


                                       17
<PAGE>


                      Copy to:         Apollo Real Estate Advisors II, L.P.
                                       1301 Avenue of the Americas
                                       New York, New York 10019
                                       Attn: Rick Koenigsberger
                                       Telecopy:  (212) 459-3301

                      Copy to:         Wachtell, Lipton, Rosen & Katz
                                       51 West 52nd Street
                                       New York, New York  10019
                                       Attn: Philip Mindlin, Esq.
                                       Telecopy:  (212) 403-2000

                      Copy to:         Carlton, Fields, Ward, Emmanuel, Smith &
                                       Cutler, P.A.
                                       Post Office Box 3239
                                       Tampa, Florida  33601
                                       Attn:  Paula McDonald Rhodes, Esq.
                                       Telecopy:  (813) 229-4133


                                          18
<PAGE>


                                   SCHEDULE I

                            TO STOCK PLEDGE AGREEMENT

Attached to and forming a part of the Stock Pledge Agreement dated effective as
of June 23, 1997 between Pledgors and The Bank of New York, as Collateral Agent.

                                 PLEDGED SHARES
                                 --------------
<TABLE>
<CAPTION>

=======================================================================================
                                  ISSUER                SHARES        CERTIFICATE
                                                     OUTSTANDING        NUMBER(S)
---------------------------------------------------------------------------------------
<S>     <C>                                            <C>                <C>
PLEDGOR: ATLANTIC GULF COMMUNITIES CORPORATION
---------------------------------------------------------------------------------------
1.       AGC-SP, INC.                                   100                1
---------------------------------------------------------------------------------------
PLEDGOR: AGC-SP, INC.
---------------------------------------------------------------------------------------
1.       AGC-SP1, INC.                                  100                1
---------------------------------------------------------------------------------------
2.       AGC-SP2, INC.                                  100                1
---------------------------------------------------------------------------------------
3.       AGC-SP3, INC.                                  100                1
---------------------------------------------------------------------------------------
4.       AGC-SP4, INC.                                  100                1
---------------------------------------------------------------------------------------
5.       AGC-SP5, INC.                                  100                1
---------------------------------------------------------------------------------------
6.       WEST BAY CLUB DEVELOPMENT                    1,000                2
         CORPORATION, f/k/a Estero Pointe
         Development Corporation
=======================================================================================
</TABLE>


                                       19
<PAGE>


                                   SCHEDULE II

                            TO STOCK PLEDGE AGREEMENT

                           [FORM OF PLEDGE AMENDMENT]


    This Pledge Amendment, dated ___________, 19__, is delivered pursuant to
Section 6 of the Pledge Agreement referred to below. The undersigned hereby
agrees that this Pledge Amendment may be attached to the Stock Pledge Agreement,
dated effective as of June 23, 1997, between Atlantic Gulf Communities
Corporation and its Subsidiaries who are signatories thereto and The Bank of New
York, a New York banking corporation, as Collateral Agent (the "PLEDGE
AGREEMENT"; capitalized terms used herein without definition shall have the
meanings given such terms in the Pledge Agreement) and that the [Pledged
Shares]/[Pledged Debt] listed on this Pledge Amendment shall be deemed to be
part of the [Pledged Shares]/[Pledged Debt] and shall become part of the Pledged
Collateral and shall secure the Secured Obligations as provided in the Pledge
Agreement.


                                    [PLEDGOR]


                                By:
                                   --------------------------------------
                                   [Name]
                                   [Title]



                                 PLEDGED SHARES
                                 --------------


    Stock Issuer                     Stock                      Number
                                  Certificate                     of
                                   Number(s)                    Shares



                                  PLEDGED DEBT
                                  ------------

    Debt Issuer                                          Amount of Indebtedness



                                       20
<PAGE>


                                  SCHEDULE III

                            TO STOCK PLEDGE AGREEMENT

            [FORM OF ACKNOWLEDGEMENT AND AGREEMENT OF NEW SUBSIDIARY]


    Reference hereby is made to the Stock Pledge Agreement, dated effective as
of June 23, 1997 (the "PLEDGE AGREEMENT"), between Atlantic Gulf Communities
Corporation and its Subsidiaries who are signatories thereto and The Bank of New
York, a New York banking corporation, as Collateral Agent, in which this
Acknowledgement and Agreement and attachments are incorporated.

    The undersigned is a new Subsidiary and, as such, is required to pledge its
Pledged Shares and its Pledged Debt to secure the Secured Obligations (all as
defined in the Pledge Agreement) as provided in the Pledge Agreement. The
undersigned hereby represents and warrants (a) that it is the legal and
beneficial owner of the shares of capital stock described in Part A of Schedule
1 hereto which shares constitute all of the issued and outstanding shares of all
classes of capital stock of the Subsidiary or Subsidiaries so listed and (b)
that it is the legal and beneficial owner of the indebtedness described in Part
B of said Schedule 1.

    The undersigned acknowledges the terms of the Pledge Agreement and agrees to
be bound thereby.


                                [NEW SUBSIDIARY]



                                By:
                                   --------------------------------------
                                   [Name]
                                   [Title]



Address:
[                             ]
[                             ]
[                             ]


                                       21
<PAGE>


                                   SCHEDULE 1

                    TO THE ACKNOWLEDGEMENT OF NEW SUBSIDIARY



PART A:                    Capital Stock of Subsidiaries











PART B:                    Indebtedness owned by new Subsidiary



                                       22