Atlantic  Gulf  Communities  Corporation  Exhibit to the June 30, 1998 Form 10-Q
Exhibit (a)(2) Interim Intercompany Loan and Intercreditor  Agreement,  dated as
of June 30, 1998
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              INTERIM INTERCOMPANY LOAN AND INTERCREDITOR AGREEMENT


                  This INTERIM  INTERCOMPANY  LOAN AND  INTERCREDITOR  AGREEMENT
("AGREEMENT") is made as of the 30th day of June,  1998, by and among:  ATLANTIC
GULF  COMMUNITIES  CORPORATION,  a Delaware  corporation  ("COMPANY"),  with its
principal  office  located  at,  and  having a mailing  address  of,  2601 South
Bayshore Drive, 9th Floor, Miami,  Florida 33133-5461;  AGC-SP, INC., a Delaware
corporation  ("SP  SUB"),  with its  principal  office  located at, and having a
mailing address of, 2601 South Bayshore Drive, 9th Floor, Miami,  Florida 33133-
5461; AP-AGC,  LLC, a Delaware limited liability company  ("OBLIGEE"),  having a
mailing address of 1301 Avenue of the Americas,  38th Floor,  New York, New York
10019; THE BANK OF NEW YORK, a New York banking corporation, as collateral agent
("COLLATERAL AGENT") for Obligee and Foothill Capital Corporation,  a California
corporation  ("FOOTHILL"),  having a mailing address of c/o The Bank of New York
Trust  Company of Florida,  N.A.,  Towermarc  Plaza,  10161  Centurion  Parkway,
Jacksonville,  Florida 32256;  Foothill,  as collateral agent ("LOAN AGENT") for
the banks ("LOAN  BANKS"),  who are parties to that certain  Second  Amended and
Restated Loan  Agreement  dated as of September 30, 1996,  executed by and among
the Company, Loan Agent and the Loan Banks ("LOAN AGREEMENT"),  having a mailing
address of 11111 Santa Monica  Boulevard,  Suite 1500,  Los Angeles,  California
90025-3333;  and  Foothill,  as  collateral  agent ("NOTE  AGENT") for the banks
("NOTE  BANKS"),  who are parties to that  certain  Second  Amended and Restated
Secured Floating Rate Note Agreement dated as of September 30, 1996, executed by
and among the Company, Note Agent and the Note Banks ("NOTE AGREEMENT").


                                    RECITALS:


         A. Pursuant to the terms of that certain Investment  Agreement dated as
of February 7, 1997,  amended as of March 20, 1997,  and amended and restated as
of  May  15,  1997  (together  with  any  and  all  modifications,   amendments,
replacements, renewals and extensions thereof, the "INVESTMENT AGREEMENT") among
Obligee,  the Company  and certain  subsidiaries  of the  Company  ("AG  SUBS"),
Obligee  purchased  $25,000,000.00 in the aggregate of preferred stock issued by
the Company ("INVESTMENT").

         B. The  Company,  SP  Sub,  the AG  Subs,  the  subsidiaries  of SP Sub
(collectively,  "SP SUB'S  SUBSIDIARIES"),  Collateral  Agent and Note Agent are
parties to that certain  Secured  Agreement  dated February 7, 1997, and amended
and  restated as of May 15, 1997 (as the same may be amended,  supplemented  and
otherwise modified from time to time, the "SECURED AGREEMENT") pursuant to which
Secured  Agreement  certain   obligations  of  the  Company,  SP  and  SP  Sub's
Subsidiaries  including,  without  limitation,  the obligation to repurchase the
preferred shares given to Obligee in connection with the Investment, are secured
by (1) a first  priority  lien  upon  all of the  assets  of SP Sub and SP Sub's
Subsidiaries  as well as a pledge by the  Company  of all of the stock of SP Sub
and a pledge  by SP Sub of all of the stock of SP Sub's  Subsidiaries  and (2) a
lien  upon  all  other  assets  of the  Company  and all  assets  of the AG Subs
subordinate only to liens securing obligations of the


<PAGE>


Company under the Loan Agreement and the Note Agreement.

         C. Pursuant to the terms of the Loan Agreement and the Note  Agreement,
the  Company is indebted  to the Loan Banks and Note  Banks,  respectively,  and
certain  of the  obligations  of the  Company  to the Loan  Banks and Note Banks
mature on June 30, 1998 ("1998 NOTES").

         D. Pursuant to the terms of the Investment Agreement, the Investment is
to be used for the purpose of enabling the Company to invest  through SP Sub and
SP Sub's Subsidiaries in certain approved real estate development projects.

         E. SP Sub has  set  aside  $11,500,000.00  of the  Investment  ("UNUSED
INVESTMENT"),  for future  acquisition of certain real estate  projects in which
Obligee would be granted first priority liens and security  interests  ("PENDING
PROJECTS"),  subject only to the rights of  development  lenders for the Pending
Projects,  which Unused  Investment  is one of the assets in which Obligee has a
first priority security interest.

         F. The Company  has  requested  that the  Obligee  permit it to use the
Unused  Investment in order to pay, in part,  the 1998 Notes rather than to fund
the Pending Projects, and the Obligee has agreed to permit the Company to borrow
the Unused  Investment from SP Sub in order to pay, in part, the 1998 Notes upon
the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in order to induce Obligee to permit the Company to use
a portion of the Investment to pay a portion of the 1998 Notes, the Company,  SP
Sub,  Obligee,  Collateral  Agent,  Note  Agent and Loan Agent  hereby  agree as
follows:


                                    AGREEMENT


         1. INCORPORATION  OF  RECITALS.  The  aforesaid  Recitals  are true and
correct and are incorporated herein.

         2. CONSENT AND TERMS OF AGREEMENT TO CONSENT.  Obligee hereby  consents
to the  Company's  use of the  Unused  Investment  for the  purpose  of paying a
portion of the indebtedness  evidenced by the 1998 Notes, on the following terms
and conditions:

            a. the Company  shall execute a Term Note payable to the order of SP
Sub, substantially in the form attached hereto as EXHIBIT A, which shall be duly
endorsed to the order of the Collateral Agent ("TERM NOTE");

            b. the AG Subs shall execute a Subsidiary Guaranty, substantially in
the form attached hereto as EXHIBIT B ("SUBSIDIARY GUARANTY");

            c. the Company shall execute a Subordinate  Stock Pledge  Agreement,
substantially in the form attached hereto as EXHIBIT C ("STOCK PLEDGE");


<PAGE>


            d. the  Company  and AG Subs shall  execute a  Subordinate  Personal
Property  Security  Agreement,  substantially  in the form  attached  hereto  as
EXHIBIT D ("SECURITY AGREEMENT") and related UCC-1 financing statements;

            e. as substitute collateral for the Unused Investment,  SP Sub shall
execute an Assignment  of Note and Other Loan  Documents in favor of The Bank of
New York as  collateral  agent for Obligee,  substantially  in the form attached
hereto as EXHIBIT E ("ASSIGNMENT OF NOTE");

            f. notwithstanding   anything  to  the  contrary  contained  in  the
Investment   Agreement,   the  Secured  Instrument  Documents  or  that  certain
Intercreditor  Agreement  dated as of June 23,  1997,  executed  by and  between
Obligee,  Collateral Agent and Foothill ("INTERCREDITOR  AGREEMENT"),  a default
under this Agreement,  the Term Note, Subsidiary Guaranty, the Stock Pledge, the
Security Agreement or the Assignment of Note  (collectively,  "INTERCOMPANY LOAN
DOCUMENTS") shall be a default under the Secured Instrument Documents; and

            g. SP Sub  agrees  to be  bound  by the same  terms  and  shall be a
third-party  beneficiary  of the same rights under the  Intercreditor  Agreement
with respect to  Intercompany  Loan  Documents as Obligee is with respect to the
Security Instrument Documents.

         3. Obligee and Foothill  hereby direct the Collateral  Agent to execute
this Agreement as collateral agent for Obligee and Foothill.

         4. This  Agreement   shall  be  binding  upon  all  parties  and  their
respective successors and assigns.

         5. The validity and enforceability of this Agreement shall be construed
and interpreted according to the laws of the State of New York.

         6. This   Agreement,   and  any   amendments,   waivers,   consents  or
supplements, may be executed in one or more 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.

         IN WITNESS  WHEREOF,  and intending to be legally  bound  hereby,  this
Agreement has been duly signed,  sealed and delivered by the  undersigned  as of
the day and year specified at the beginning hereof.


                             ATLANTIC GULF COMMUNITIES
                             CORPORATION, a Delaware corporation


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


<PAGE>


                             AGC-SP, INC., a Delaware corporation


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




                             AP-AGC, LLC., a Delaware limited liability
                             corporation

                             By:      Kronus Property, Inc., its Manager


                                      By: 
                                         --------------------------------
                                           Ricardo Koenigsberger
                                           Vice President


                             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




                             FOOTHILL CAPITAL CORPORATION, a
                             California corporation, as Foothill, Loan Agent and
                             Note Agent


                             By:
                                --------------------------------
                                  Benjamin Silver
                                  Vice President