ATLANTIC GULF  COMMUNITIES  CORPORATION  EXHIBIT TO THE MARCH 31, 1997 FORM 10-Q
EXHIBIT 10.1 UTILITY LOT TRUST AGREEMENT DATED AS OF DECEMBER 26, 1996.
-----------------------------------------------------------------------


                           UTILITY LOT TRUST AGREEMENT


         UTILITY LOT TRUST AGREEMENT, (this "Agreement) made and entered into as
of this 26th day of December,  1996, by and between  ATLANTIC  GULF  COMMUNITIES
CORPORATION  ("Atlantic Gulf" or the "Company") and the DIVISION OF FLORIDA LAND
SALES,  CONDOMINIUMS,  AND  MOBILE  HOMES  (the  "Division"),  collectively  the
"Parties",  and shall be joined into by Peninsula  State Title,  a Florida Joint
Venture, as Trustee.

                                   WITNESSETH:

         WHEREAS,   General  Development  Corporation  ("GDC")  was  debtor  and
debtor-in-possession  in the proceeding for  reorganization  under Chapter 11 of
the United  States  Bankruptcy  Code, 11 U.S.C.  ss. 101, ET SEQ.,  filed in the
United  States  Bankruptcy  Court for the  Southern  District  of  Florida  (the
"Bankruptcy Court"),  captioned IN RE GENERAL DEVELOPMENT  CORPORATION,  ET AL.,
Case No. 90-12231-BKC- AJC;

         WHEREAS,  the Restated Second Amended Joint Plan of  Reorganization  of
GDC, dated as of October 9, 1991, as modified on March 9, 1992 (the "Plan"), was
confirmed by the U.S.  Bankruptcy Court for the Southern  District of Florida on
March 27, 1992, and became effective on March 31, 1992;

         WHEREAS,  pursuant  to the Plan,  GDC has been  renamed  Atlantic  Gulf
Communities Corporation;

         WHEREAS,  pursuant to the Homesite Purchaser  Assurance Program and the
Class 14 Utility Service Program,  Atlantic Gulf  established,  and the Division
approved the  establishment  of, the Homesite  Program  Utility Fund Trust,  the
Class 14 Utility Fund Trust and the Division Class 14 Utility Fund Trust, all as
described  in  the  Plan  (the  "Original  Trusts"),  all  of  which  have  been
consolidated  into  that  certain  Restated,   Amended  and  Consolidated  Trust
Agreement of even date  herewith  (the "Trust  Agreement").  The funds and stock
held thereunder are collectively referred to herein as the "Utility Funds";

                                       1
<PAGE>
         WHEREAS,  based upon the December 1996 "Review of Utility  Reserve Pool
and Utility Reserve Funds" conducted by Milian,  Swain & Associates ("MSA"), the
assurance  provided  by the Utility  Funds and the Lot  Reserve  provided in the
Original Trusts is no longer optimally structured;

         WHEREAS,  this  Agreement  is  being  entered  into by the  Company  in
accordance  with and to implement  the utility  service  provisions of the Trust
Agreement;

         WHEREAS,  The Original Trusts have been consolidated and restated,  and
thereby  superseded  and canceled  into the Restated,  Consolidated  and Amended
Trust;

         WHEREAS, the Company desires to establish this Agreement, as referenced
by the Trust  Agreement  as  hereinbelow  described,  for the purposes set forth
below.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  promises  herein
contained the Parties agree as follows:


                                    ARTICLE I

                                UTILITY LOT TRUST
                                -----------------

         Section 1.1. THE TRUST.  For all  purposes of this  Agreement  the "Lot
Trust Assets" shall consist of the following assets,  which assets shall be held
in trust by the  Trustee  (as  hereafter  defined)  for the  benefit of eligible
homesite  purchasers  as defined in the Trust  Agreement,  the  Division and the
Company and all such assets shall be subject to the terms and conditions  hereof
(the "Lot Trust"):

         (a) the entire balance of utility  satisfied lots from the existing Lot
Reserve Pool (1700 lots) as described in the Trust Agreement; and

         (b) 4,300  additional  utility  satisfied  lots  transferred to the Lot
Trust by the Company.

                                       2
<PAGE>

         (c) said lots are  referred  to herein as the  "Lots" or the "Lot Trust
Assets" and are more particularly described on Exhibit "A" attached.

         Section 1.2. RELEASES, SUBSTITUTIONS AND WITHDRAWALS. The Trustee shall
deliver  appropriate  instruments  to  release  or  substitute  Lots  from  this
Agreement and the lien created  hereby and may withdraw lots from the Lot Trust,
within five (5) business days of the following:

         (a) a lot owner,  eligible to participate in the lot exchange  program,
initiates an exchange  request in accordance  with, and satisfies all applicable
requirements of, the Class 14 Utility Service Program; or

         (b)  Upon  delivery  of the  Company's  certificate  that the Lot to be
released  is  then  under  contract  to be  sold  together  with  the  Company's
designation of a substitute  utility  satisfied lot in the same community as the
Lot to be  released  which  shall  then  be  added  to and  encumbered  by  this
Agreement; or

         (c)  Upon  delivery  of the  Company's  certification  to  the  Trustee
together with a copy of the Annual  Evaluation or Quarterly Reports described in
Paragraph  3.1 or 3.2 hereof,  confirming  that there are excess Lots in the Lot
Trust,  in which event the Company may withdraw  such excess Lots so long as the
Lot Trust contains one lot for each remaining non-utility satisfied lot which is
eligible for  exchange,  provided  the Company  shall not make such request more
than quarterly; or

         (d) Upon receipt of documentation  from the Division  consenting to the
withdrawal  of  additional  Lots  pursuant  to the  requirements  of  the  Trust
Agreement.


                                   ARTICLE II

                                     TRUSTEE
                                     -------

         Section  2.1.  DESIGNATION.  Peninsula  State  Title,  a Florida  Joint
Venture, shall serve as Trustee for this Agreement.

                                       3
<PAGE>

         Section  2.2.  COMPENSATION  TO TRUSTEE.  Trustee  shall  receive  such
compensation  as the  Company  may elect to pay by  separate  agreement  for its
services in accepting this Trust Agreement.

         Section 2.3.  LIMITATION ON DUTIES.  The Trustee  undertakes to perform
only such duties as are  expressly set forth  herein,  and no implied  duties or
obligations shall be read into this Agreement against the Trustee.

         Section 2.4. RELIANCE. The Trustee may act in reliance upon any writing
or instrument or signature which it, in good faith,  believes to be genuine, may
assume the validity and accuracy of any statement or assertion contained in such
a writing or  instrument  and may assume that any person  purporting to give any
writing, notice, advice, or instruction in connection with the provisions hereof
has been duly authorized to do so. The Trustee shall not be liable in any manner
for the sufficiency or correctness as to form, manner and execution, or validity
of any instrument deposited in this Trust, nor as to the identity, authority, or
right of any person  executing the same;  and its duties herein shall be limited
to the  safekeeping  of the Trust corpus and for the  disposition of the same in
accordance with the terms of this Agreement.

         Section 2.5. TRUSTEE'S  RESPONSIBILITY TO MAKE ADVANCES OR INCUR OR PAY
EXPENSES.  The Company shall be responsible  for the payment of ad valorem taxes
or assessments for each Lot in the Lot Trust.

         Section 2.6. TRUSTEE'S ADDITIONAL RESPONSIBILITY.  The Company shall be
responsible  for  maintaining  all lots in the Lot Trust free and clear from all
liens,  mortgages,  or other  instruments  or  interests  that would  affect the
marketability  of Lots in accordance with the terms of the lot exchange  program
approved pursuant to the Plan.

         Section 2.7. RESIGNATION OF TRUSTEE;  SUCCESSOR TRUSTEE. Trustee may at
any time resign as Trustee  and from its duties  under this Trust  Agreement  by
giving at least thirty days's prior written notice to both Atlantic Gulf and the
Division, such resignation to be effective on the acceptance of appointment by a
successor  Trustee selected by Atlantic Gulf. In addition,  Atlantic Gulf may at
any time  remove  Trustee  with or  without  cause by giving  written  notice to
Trustee,  such removal to be effective  upon the  acceptance of appointment by a

                                       4
<PAGE>

successor  Trustee  selected by Atlantic Gulf. If a successor  Trustee shall not
have been  appointed  within  thirty days of written  notice of  resignation  or
removal,  Trustee may apply to any court of competent  jurisdiction to appoint a
successor Trustee to act until such time, in any, as a successor shall have been
selected and appointed by Atlantic Gulf. Any successor Trustee shall execute and
deliver to the predecessor Trustee an instrument  accepting such appointment,  a
copy of which shall also be delivered  to Atlantic  Gulf and the  Division,  and
thereupon such successor Trustee, without further act, shall become bound by the
terms of the Trust  Agreement  and be vested with all the  estates,  properties,
rights,  powers,  duties,  and  trusts  of the  predecessor  Trustee;  and  such
predecessor Trustee shall duly assign,  transfer,  deliver, and pay over to such
successor  Trustee all moneys and other  property then held by such  predecessor
Trustee under this Trust Agreement.  Prior to the proposed  successor  Trustee's
execution  and  delivery of an  instrument  accepting  appointment  as successor
Trustee,  Atlantic  Gulf  shall  consult  with the  Division  in  respect of its
selection of a successor Trustee. Upon appointment,  a memorandum of appointment
of successor  trustee  shall be recorded in the public record of every county in
which the trust assents are located.

         Section   2.8.   TRUSTEE'S   RESPONSIBILITY   WITH   RESPECT  TO  LEGAL
PROCEEDINGS. Trustee shall be under no duty to take any action, to pay any money
or to incur any expenses in regard to any legal proceeding  involving this Trust
Agreement or the Trust Assets unless it shall elect, in its absolute discretion,
to do so and  be  furnished  with  sufficient  funds  or be  indemnified  to its
satisfaction  by Atlantic  Gulf. If the Trustee is served with process or notice
of legal proceedings or of any other matters  concerning this Trust Agreement or
the Trust  Assets,  the sole duty of the Trustee shall be to forward the process
or notice to Atlantic  Gulf. In such case,  Atlantic Gulf may defend said action
in the name of the Trustee with counsel  reasonably  acceptable  to the Trustee;
provided,  however,  that the  Trustee may at any time resign as such under this
Trust  Agreement  (but only in  accordance  with the  provision  of Section  2.7
hereof) or personally appear in said proceeding.

         Section 2.9.  TAXES AND TAX RETURNS.  Atlantic  Gulf shall  prepare and
file  returns and reports and pay all real estate and all other taxes or charges
payable  with  respect  to the Trust  Assets  and to the  earnings,  avails  and

                                       5
<PAGE>

proceeds  of the  Trust  Assets  or  based  on its  interest  under  this  Trust
Agreement. If Atlantic Gulf fails to prepare and file returns and reports and/or
fails to pay taxes or charges  with  regard to the Trust  Assets as  required by
law,  the Trustee  shall have the right but not the  obligation  to file any tax
return  or pay taxes  relating  to the Trust  Assets  which it, in its  absolute
discretion,  deems  should be filed an/or paid by it. If the Trustee does file a
tax return,  Atlantic  Gulf will  cooperate  with the Trustee in providing  such
information  as is  necessary  for the proper and  correct  preparation  of such
return and  Atlantic  Gulf will  promptly  pay to the Trustee the amount of said
taxes.

         Section 2.10. TRUSTEE NOT REQUIRED TO GIVE WARRANTY.  The Trustee shall
not be required to execute any  instrument  containing any covenants of warranty
that would result in liability to the Trustee in regard to the  execution of any
such instrument.

         Section 2.11.  TRUSTEE NOT INDIVIDUALLY  LIABLE. The Trustee shall have
no individual liability or obligation whatsoever with respect to any act done or
contract  entered into or indebtedness  incurred by it in dealing with the Trust
Assets or in otherwise acting under this Trust Agreement except to the extent of
the Trust  Assets and any trust  funds in the actual  possession  of the Trustee
which shall be  applicable  to the payment and  discharge  of such  liability or
obligation.  By way of  illustration  and not by way of limitation,  the Trustee
shall be under no duty  whatsoever  to execute or enter into any  instrument  or
agreement which does not contain  language  acceptable to the Trustee  providing
the Trustee shall have no personal  liability  whatsoever and that the liability
of the  Trustee  shall be limited  solely to any Trust  Assets  that the Trustee
holds under this Trust Agreement.

                                   ARTICLE III

                                 DIVISION REVIEW
                                 ---------------

         Section 3.1. QUARTERLY REPORTS.  The Company shall provide the Division
a  quarterly  report  on or before 30 days  following  the end of each  calendar
quarter detailing Sales Activity of all lots.

         Section 3.2. ANNUAL EVALUATIONS. The Company shall on or before March 1
of each year provide the Division an annual report as of December 31, 1997,  and

                                       6
<PAGE>

each December 31  thereafter,  of the prior year's  activity in the lot exchange
program and the Lot Trust. At a minimum, this report shall identify:

         (a) the beginning and ending balances of the Lot Trust;

         (b) the beginning and ending number of non-utility satisfied lots which
remain eligible for the lot exchange program;

         (c) the  mechanisms by which utility  satisfied lots not within the Lot
Trust were created and the number of utility satisfied lots created by each such
mechanism identified; and

         (d) the above  information  shall be provided by specific lot number in
the form set forth in Exhibit "B."

         Section 3.3. ANNUAL REVIEW. Based upon the information contained in the
Annual  Evaluation,  the  Company and the  Division  shall  annually  review the
adequacy of the Lot Trust  Assets.  This review  shall also  consider any of the
Utility Funds and the extent of any remaining obligation to eligible lot owners.
As a result of this review, the Company and the Division may agree to:

         (a) the free withdrawal of additional Lots from the Lot Trust;

         (b) the free  withdrawal  of cash,  securities or other assets from the
Trust Agreement.

         (c) a  reevaluation  of the  terms  of  this  Agreement  or  the  Trust
Agreement.

                                   ARTICLE IV

                                  MISCELLANEOUS
                                  -------------

         Section 4.1. LAW GOVERNING.  This Trust Agreement shall be construed in
accordance with, and governed by, the laws of the State of Florida.

         Section  4.2.  NOTICES.  All  notices  or other  writings  required  or
permitted  to be  given by  either  party to this  Trust  Agreement  shall be in
writing,  and shall be (a) hand  delivered,  (b) sent by certified or registered
mail, return receipt requested,  or (c) sent by overnight courier service to the

                                       7
<PAGE>

address set forth on the  signature  page  hereof,  and if delivered to Atlantic
Gulf,  deliver a copy to Atlantic  Gulf's legal  department at the same address.
Such  notice  shall  be  deemed  to be given  in the  case of hand  delivery  or
overnight  courier,  when  received,  and in the case of mailing by certified or
registered mail, return receipt requested,  five days after said notice has been
deposited in the United States Mail,  postage  prepaid.  Either party may change
its address to which said notices are to be sent by giving notice of same to the
other party in accordance with the provisions hereof.

         Section 4.3 NO OTHER BENEFICIARIES.  This Trust Agreement is solely for
the benefit of the Division, eligible homesite purchasers, and Atlantic Gulf. No
other person or persons shall have any rights or privileges under this Agreement
either as a third-party beneficiary or otherwise.

         Section 4.4 TERM. This Agreement shall terminate upon the earlier of:

         (a) full disbursement of the Lot Trust Assets;

         (b) execution of a joint letter of direction to the Trustee executed by
the Division and the Atlantic  Gulf  declaring  that the Lot Trust Assets are no
longer required to satisfy the Company's  obligation  under the Trust Agreement,
revoking the Lot Trust and  terminating  this Agreement and directing the return
of any remaining Lot Trust Assets to the Company;

Otherwise,  this "Utility Lot Trust Agreement"  shall be irrevocable  during its
term.

         Section 4.5 AMENDMENT.

         (a) This  Agreement may only be amended by an instrument  signed by the
Company and Division.  Notwithstanding  the foregoing,  the Trustee shall not be
obligated  to execute any  amendment  hereof  that it believes  may result in it
incurring  liability  or  that  would  delete  any  protection  provided  to  it
hereunder.

         (b) In the event the  Division or the Company  withholds  approval of a
proposed  amendment,   the  Amendment  shall  not  become  effective  until  the
requesting  party  obtains  an  order  from a court  of  competent  jurisdiction
approving the amendment.

                                       8
<PAGE>

         Section 4.6.  OTHER TERMS.  The captions for the  paragraphs  contained
herein are solely for the  convenience of the Parties and do not, in themselves,
have any legal significance.  Time is of the essence in this Agreement.  In this
Agreement,  the plural  includes  the singular  and vice versa.  This  Agreement
constitutes  the  complete  agreement  between  the  Parties  and  there  are no
representation,  agreements,  or understandings  other than as set forth herein.
This  Agreement  may not be amended,  changed,  or modified  except by a writing
signed by both Parties to this  Agreement and in accordance  with the procedures
set forth in section 4.5 hereof.

         Section 4.7 INTERPRETATION. If either of the Parties hereto shall be in
disagreement  about the  interpretation  of this Trust  Agreement,  or about the
rights and obligation of or the propriety of any action  contemplated by Trustee
hereunder, such Party may (but need not), at its sole discretion,  file a motion
in the  Bankruptcy  Court to resolve  said  disagreement.  The  Division and the
Company  shall  each  bear its own  expenses  under  this  Agreement;  provided,
however,  that if either  seeks  Bankruptcy  Court  intervention  as a result of
egregious  conduct  on the part of the  other,  the  movant may seek to have the
Bankruptcy Court assess attorney's fees and costs against the party whose action
necessitated such proceeding.

         Section 4.8.  BANKRUPTCY COURT  JURISDICTION.  The Lot Trust Agreement,
and all  assets  of the trust  created  thereby,  shall  remain  subject  to the
continuing  jurisdiciton  of the Bnakruptcy  Court pursuant to paragraph 3(f) of
The Final Decree of GDC, IN RE GENERAL DEVELOPMENT CORPORATION, ET AL., Case No.
90-12231-BKC-AJC (Bankr. S.D. Fla. Mar. 15, 1995), and Trustee shall comply with
the orders of the Bankruptcy Court. In the absence of an order of the Bankruptcy
Court to the contrary,  Trustee shall have no  affirmative  duty to seek further
authority  from the  Bankruptcy  Court to take any actions  necessary  under and
pursuant to this Agreement.

         Section  4.9.  LIEN OF  DIVISION  ON "LOT TRUST  ASSETS".  The  Company
covenants  that the Lot Trust Assets are not subject to any interest,  direct or
subordinated,  of either the  Reducing  Revolving  Loan  Agreement  (dated as of
October 1, 1996) lender or the Secured Floating Rate Note Agreement (dated as of

October 1, 1996) note holders,  and will not be subjected to any loan  agreement
or  mortgage,  liens and the Lot Trust  Assets as described on Exhibit "A" shall
remain  free and  clear  from  all  liens  other  than  real  estate  taxes  and
assessments  for the  current  year and other  plats,  easements,  restrictions,
reservations or matters of record, and the Company hereby grants to the Division
security  interest in the Lot Trust Assets  described on Exhibit "A" which shall
be evidenced by the  recordation  of a Memorandum of this  Agreement in form and
content  acceptable  to the Parties to be recorded in every county where the Lot
Trust Assets are located.

         Section 4.10. ENTIRE AGREEMENT. This Agreement, together with the Trust
Agreement constitutes the entire agreement between the Parties.

         Section  4.11.  DISCLOSURE.   The  Division  freely  acknowledges  that
Atlantic Gulf has advised that Peninsula State Title is a Florida joint venture,
the sole partners of which are (a) AG Title,  Inc., a wholly owned subsidiary of
Atlantic Gulf, and (b) PST, Inc., a Florida  corporation  which is totally owned
by several  attorneys  licensed  to practice  law in  Florida,  none of whom are
Atlantic Gulf employees.

                                       9
<PAGE>

         IN  WITNESS  WHEREOF,  the  Parties  hereto  have  executed  this Trust
Agreement as of the day and year first above written.

                                   ATLANTIC GULF COMMUNITIES CORPORATION


                                   By: /s/ THOMAS W. JEFFREY
                                      -----------------------------
                                           Thomas W. Jeffrey
                                           Vice President - CFO
                                           2601 South Bayshore Drive
                                           Miami, Florida 33133


                                   STATE OF FLORIDA, DEPARTMENT OF BUSINESS
                                   AND PROFESSIONAL REGULATION, DIVISION OF
                                   FLORIDA LAND SALES, CONDOMINIUMS AND
                                   MOBILE HOMES


                                   By: /s/ ROBERT ELLZEY
                                      -----------------------------
                                           Robert Ellzey
                                           Director, Division of Florida Land
                                             Sales, Condominiums and Mobile
                                             Homes
                                           1940 North Monroe Street
                                           Tallahassee, Florida 32399-1030


                                   PENINSULA STATE TITLE, AS TRUSTEE


                                   By: /s/ C. GUY BATSEL
                                      -----------------------------
                                           C. Guy Batsel
                                           18401 Murdock Circle, Suite B
                                           Port Charlotte, FL  33948


                                       10