AGREEMENT


         THIS AGREEMENT (the "AGREEMENT") is entered into as of the 1st day of
July, 1999 by and between Atlantic Gulf Communities Corporation, a Delaware
corporation (the "COMPANY") and Matthew Allen ("KEY EMPLOYEE").

                                 W H E R E A S:

         A. Key Employee has been employed by the Company since June, 1986 and
has served as Vice President-Finance of the Company since January, 1999.

         B. In the course of his employment, Key Employee has acquired
invaluable knowledge of the Company's business and operations, including,
without limitation, knowledge of the overall corporate structure, business plan,
and specific assets (including predecessor assets) of the Company.

         C. In March, 1999, the Company announced that it had retained BT Alex.
Brown to serve as the Company's investment advisor with respect to the
exploration of strategic alternatives for the Company.

         D. Effective as of June 30, 1999, the Company implemented a corporate
restructuring program, which included the elimination of 24 jobs, or
approximately 18% of its workforce, including, without limitation, the positions
of chief financial officer and chief operating officer.

         E. As a result of the implementation of the corporate restructuring
program, the Company will require that Key Employee take on additional
responsibilities as an officer in connection with the continuing operation of
the Company's business.

         F. In view of the Company's continuing exploration of potential
strategic alternatives, together with the implementation of the corporate
restructuring program, the Company recognizes that the possibility of a
significant transaction and the uncertainty and questions which may arise
concerning the foregoing, could result in the Key Employee's departure or
distraction to the detriment of the Company and its stockholders.

         G. The Company considers it essential to the best interests of its
stockholders to foster the continuous employment of Key Employee.

         H. The Company has established a stay bonus program (the "BONUS
PROGRAM") for the benefit of Key Employee on the terms described herein to
encourage Key Employee to remain in the employ of the Company.

         NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the

<PAGE>

Company and Key Employee hereby agree as follows:

         1. RECITALS. The foregoing recitals are true and correct and are
incorporated herein by this reference.

         2. TITLE. Effective as of the date hereof, Key Employee is hereby
appointed to serve as Senior Vice President-Finance of the Company.

         3. BONUS PROGRAM. Company agrees to pay Key Employee a guaranteed lump
sum bonus in cash in an amount equal to $150,000 on or before December 15, 1999.

         4. EMPLOYMENT TERM. In consideration of the payment of the amount set
forth in paragraph 3 above, Key Employee agrees to remain an employee of the
Company from the date hereof through and including December 31, 1999, unless
otherwise terminated by the Company.

         5.   ELIGIBILITY.

              a. Key Employee shall be entitled to receive the bonus set forth
         above provided that (i) Key Employee is employed by the Company on the
         date payment is due under paragraph 3 above, or (ii) Key Employee is no
         longer employed by the Company on such date solely as a result of death
         or permanent disability. Notwithstanding anything to the contrary set
         forth herein, in the event Key Employee is terminated without "Cause"
         prior to the payment of all amounts due under paragraph 3 above, the
         amount payable under paragraph 3 above which has not yet been paid to
         Key Employee shall be paid in full by the Company to Key Employee
         within fifteen (15) days following the date of termination.

              b. If, after the date of this Agreement, the Company moves (or
         decides to move) its headquarters presently located at 2601 South
         Bayshore Drive, Miami, Florida 33133 to a new location outside of
         Miami-Dade County, Florida (a "New Location"), and Key Employee's
         continued employment with the Company (or its successor) is conditioned
         upon Key Employee's agreement to work within the New Location, Key
         Employee may elect to terminate his employment with the Company (or its
         successor) and such election shall be treated as a termination of Key
         Employee's employment by the Company (or its successor) without
         "Cause." In addition, for purposes of this Agreement, in the event the
         Company (or its successor) reduces Key Employee's base salary and/or
         fringe benefits, Key Employee may elect to terminate his employment
         with the Company (or its successor) and such election shall be treated
         as a termination of Key Employee's employment by the Company (or its
         successor) without "Cause." To make either of these elections, Key
         Employee must deliver a written notice to the Company advising the
         Company (or its successor) of his election within ten (10) business
         days following receipt of written notice from the Company (or its
         successor) informing Key Employee of either (i) the Company's (or its
         successor's) decision to relocate to the New Location, or (ii) the

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<PAGE>

         Company's (or its successor's) decision to reduce Key Employee's base
         salary and/or fringe benefits.

              c. For purposes of this Agreement, the term "CAUSE" shall mean (i)
         Key Employee's substantial failure to satisfactorily perform his
         reasonably assigned duties to the Company or any of its subsidiaries or
         affiliates, (ii) dishonesty in the performance of Key Employee's duties
         to the Company, its subsidiaries or affiliates, (iii) an act or acts on
         Key Employee's part constituting a felony under the laws of the United
         States or any state thereof or crime involving moral turpitude, (iv)
         Key Employee's material breach of any written policy or practices of
         the Company, its subsidiaries or affiliates, or (v) any other act or
         omission by Key Employee which is materially injurious to the financial
         condition or business reputation of the Company or any of its
         subsidiaries or affiliates. For such purposes, the term Company shall
         mean the Company or its successor, as the case may be.

         6.   MISCELLANEOUS.

              a. Rights to the payment of any sums payable hereunder may not be
         assigned, transferred, pledged or otherwise alienated by Key Employee,
         other than by will or the laws of descent and distribution. This
         Agreement shall be for the benefit of and binding upon the parties
         hereto and their respective heirs, personal representatives, legal
         representatives, successors, and, where applicable, assigns, including,
         without limitation, any successor to the Company, whether by merger,
         consolidation, sales of stock, sale of assets or otherwise.

              b. This Agreement shall be governed by and construed in accordance
         with the laws of the State of Florida.

              c. This Agreement constitutes the entire agreement between the
         parties with respect to the subject matter hereof and, upon its
         effectiveness, shall supersede all prior agreements, understandings and
         arrangement, both oral and written, between the Key Employee and the
         Company (or any of its affiliates) with respect to such subject matter.
         This Agreement may not be modified in any way unless by a written
         instrument signed by both the Company and the Key Employee.

              d. All notices required or permitted to be given hereunder shall
         be in writing and shall be personally delivered by courier, sent by
         registered mail or certified mail, return receipt requested or sent by
         confirmed facsimile transmission addressed as set forth herein. Notices
         personally delivered, sent by facsimile or sent by overnight courier
         shall be deemed given on the date of delivery and notices mailed in
         accordance with the foregoing shall be deemed given upon the earlier of
         receipt by the addressee, as evidence by the return receipt thereof, or
         three (3) days after deposit in the U.S. mail. Notice shall be sent (i)
         if to the Company, addressed to Atlantic Gulf Communities Corporation,
         2601

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<PAGE>

         S. Bayshore Drive, Miami, Florida 33133, Attention: President, and (ii)
         if to the Key Employee, to his address as reflected on the payroll
         records of the Company, or to such other address as either party hereto
         may from time to time give notice to the other.

              e. The invalidity of any one or more of the words, phrases,
         sentences, clauses or sections contained in this Agreement shall not
         affect the enforceability of the remaining portions of this Agreement
         or any part thereof, all of which are inserted conditionally on their
         being valid in law, and, in the event that any one or more of the
         words, phrases, sentences, clauses or sections contained in this
         Agreement shall be declared invalid, this Agreement shall be construed
         as if such invalid word or words, phrase or phrases, sentence or
         sentences, clause or clauses, or section or sections had not been
         inserted.

              f. The waiver by either party hereto of a breach or violation of
         any term or provision of this Agreement shall not operate nor be
         construed as a waiver of any subsequent breach or violation. The
         failure by either party to exercise any rights hereunder shall not be
         construed as a waiver by such party of such right or of such party's
         future exercise of such right.

              g. Company and Key Employee hereby knowingly, voluntarily and
         intentionally waive the right to a trial by jury in respect of any
         litigation based hereon, or arising out of, under or in connection with
         this Agreement.

              h. The section headings contained in this Agreement are for
         reference purposes only and shall not affect in any way the meaning or
         interpretation of this Agreement.

              i. This Bonus Program is in addition to, and not in lieu of,
         participation in any other bonus or incentive compensation programs to
         which Key Employee is currently entitled to participate and shall not
         be deemed to limit or restrict in any way the Company from making any
         bonus or other payment to Key Employee under any other plan or
         agreement, whether now existing or hereinafter in effect.

              j. Unless otherwise determined by the Company, any payments made
         hereunder shall not be taken into account in computing Key Employee's
         salary or compensation for the purposes of determining any benefits or
         compensation under (i) any pension, retirement, life insurance or other
         benefit plan of the Company or its affiliates, or (ii) any agreement
         between the Company or its affiliates and Key Employee.

              k. Except as may be required by law or court order or as otherwise
         permitted or expressly contemplated herein or as necessary to enforce
         the terms hereof, Key Employee agrees not to disclose to any third
         party other than members of the board of directors of the Company or
         such agents, employees or other personnel of the Company

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<PAGE>

         designated in writing by the President and Chief Executive Officer the
         existence, the subject matter or terms of the Bonus Program or this
         Agreement, without the prior written consent of the Company
         ("CONFIDENTIAL INFORMATION"); provided, however, that any information
         regarding the Bonus Program, this Agreement or Confidential Information
         that is otherwise publicly available, without breach by Key Employee,
         shall not be subject to the prohibition on disclosure set forth herein.

                   l. Nothing herein shall be construed as conveying any rights
         to Key Employee of continued employment with the Company.


                                       ATLANTIC GULF COMMUNITIES CORPORATION


                                       By:
                                          --------------------------------------
                                           J. Larry Rutherford, President, Chief
                                           Executive Officer and Chairman of the
                                           Board


                                          --------------------------------------
                                           Matthew Allen

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