JUNIOR STOCK PLEDGE AGREEMENT

         THIS JUNIOR STOCK PLEDGE AGREEMENT (this "PLEDGE AGREEMENT") is made
effective as of June 23, 1997, and is entered into by ATLANTIC GULF COMMUNITIES
CORPORATION, a Delaware corporation ("COMPANY"), and each of the undersigned
direct and indirect Subsidiaries of the Company (the "SUBSIDIARY PLEDGORS;"
Company and the Subsidiary Pledgors each individually referred to herein as a
"PLEDGOR" and collectively 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 FOOTHILL CAPITAL
CORPORATION, a California 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"):

         (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,


<PAGE>


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 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


                                        2
<PAGE>



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 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


                                        3
<PAGE>

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, in the case of the stock of General Development Utilities, Inc., to
Section 367.071 of the Florida Statutes or any successor statute) 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 (except
that the Pledged Shares of Atlantic Gulf Asia Holdings N.V. ("AG ASIA")
constitute 66% of its outstanding shares of capital stock) 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 lien of Foothill Capital Corporation, as AG Collateral Agent
(as defined in the Intercreditor Agreement).

         (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 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)
except with respect to AG Asia, 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. Except with respect to the Pledged Shares of AG Asia,
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


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<PAGE>


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. With respect to
the Pledged Shares of AG Asia, the making of notations reflecting the security
interest created by this Pledge Agreement in the stock register of AG Asia
creates a valid and perfected security interest in favor of Collateral Agent, on
behalf of Obligee, in such Pledged Shares, securing the payment of the Secured
Obligations, subject only to liens securing the Foothill Debt, 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 (x) except with respect to AG Asia, in addition to or (y) 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, becomes, as a result of any
         occurrence, a direct Subsidiary or a direct Unrestricted Subsidiary of
         Pledgor;

                  (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 Pledgor 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


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<PAGE>

                  (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 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


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<PAGE>

         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).

                  (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,
         except with respect to AG Asia, 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. With respect to AG Asia, upon written notice from Collateral
         Agent to Company, all Pledged Shares shall be registered in the name of
         Collateral Agent who shall thereupon have the right to exercise such
         voting and 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


                                        7

<PAGE>


         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 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


                                        8
<PAGE>


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.

         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


                                        9
<PAGE>


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
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


                                       10
<PAGE>


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;

         (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


                                       11
<PAGE>

                  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.

         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


                                       12

<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 or warranty by 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 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


                                       13
<PAGE>


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 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


                                       14
<PAGE>


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.


                                       15
<PAGE>

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

PLEDGORS:                        ATLANTIC GULF COMMUNITIES CORPORATION,
                                 a Florida corporation
                                 ENVIRONMENTAL QUALITY LABORATORY, INCORPORATED,
                                 a Florida corporation
                                 GENERAL DEVELOPMENT RESORTS, INC.,
                                 a Florida corporation
                                 TOWN & COUNTRY II, INC.,
                                 a Florida 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:                FOOTHILL CAPITAL CORPORATION, a
                                 California corporation, as Collateral Agent


                                 By:
                                    --------------------------------------
                                     Benjamin W. Silver
                                     Assistant Vice President

                                 Notice Address:
                                 11111 Santa Monica Blvd. Suite 1500
                                 Los Angeles, CA 90025-3333
                                 Attention: Benjamin W. Silver
                                 Facsimile: (310) 479-2690


                                       16
<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

               Copy to:          Annis, Mitchell, Cockey, Edwards &
                                 Roehn, P.A.
                                 201 North Florida Avenue, Suite 2100
                                 Tampa, Florida 33602
                                 Attn:     Stephen J. Szabo, III, Esq.
                                 Telecopy:   (813) 223-9067


                                    17
<PAGE>

                                   SCHEDULE I

                        TO JUNIOR STOCK PLEDGE AGREEMENT

Attached to and forming a part of the Junior Stock Pledge Agreement dated
effective as of June 23, 1997 between Pledgors and FOOTHILL CAPITAL CORPORATION,
as Collateral Agent.

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

=====================================================================================================
                                  ISSUER                         SHARES             CERTIFICATE
                                                               OUTSTANDING           NUMBER(S)
-----------------------------------------------------------------------------------------------------
PLEDGOR: ATLANTIC GULF COMMUNITIES CORPORATION
-----------------------------------------------------------------------------------------------------
<S>     <C>                                                     <C>                    <C>
1.       AG Title Corporation                                    1,000                   1
-----------------------------------------------------------------------------------------------------
2.       AGC CL Limited Partner, Inc.                            1,000                   1
-----------------------------------------------------------------------------------------------------
3.       AGC Homes, Inc.                                         1,000                   1
-----------------------------------------------------------------------------------------------------
4.    AGC Sanctuary of Orlando, Inc.                               100                   1
-----------------------------------------------------------------------------------------------------
5.    AGC Sanctuary Corporation                                  1,000                   1
-----------------------------------------------------------------------------------------------------
6.    Atlantic Gulf Asia Holdings N.V.                           6,000                  N/A
         (uncertificated)                                  outstanding
                                                                 3,960
                                                               pledged
-----------------------------------------------------------------------------------------------------
7.    Atlantic Gulf Commercial Realty, Inc.                      1,000                   1
-----------------------------------------------------------------------------------------------------
8.       Atlantic Gulf Communities Management                       14                   1
         Corporation
-----------------------------------------------------------------------------------------------------
9.    Atlantic Gulf Communities Service Corporation              1,000                   2
-----------------------------------------------------------------------------------------------------
10.      Atlantic Gulf Development, Inc.                         1,000                   1
-----------------------------------------------------------------------------------------------------
11.      Atlantic Gulf Engineering Company                       1,000                   2
-----------------------------------------------------------------------------------------------------
12.      Atlantic Gulf Realty, Inc.                              1,000                   1
-----------------------------------------------------------------------------------------------------
13.      Atlantic Gulf Receivables Corporation                     100                   1
-----------------------------------------------------------------------------------------------------
14.      Atlantic Gulf of Tampa, Inc.                            1,000                   2
-----------------------------------------------------------------------------------------------------
15.      Atlantic Gulf Utilities, Inc.                           1,000                   1
-----------------------------------------------------------------------------------------------------
16.      Atlantic Gulf C.C. Corp., f/k/a C.C. Village            1,000                   1
         Development Corporation
-----------------------------------------------------------------------------------------------------
17.      Community Title Agency, Incorporated
-----------------------------------------------------------------------------------------------------
18.      Cumberland Cove, Inc.                                   1,000                   2
-----------------------------------------------------------------------------------------------------
19.      Environmental Quality Laboratory, Incorporated          1,000                   2
</TABLE>


                                       18

<PAGE>

<TABLE>
<CAPTION>

=====================================================================================================
                                  ISSUER                         SHARES             CERTIFICATE
                                                                 OUTSTANDING         NUMBER(S)
-----------------------------------------------------------------------------------------------------
<S>     <C>                                                     <C>                    <C>
20.      Five Star Homes, Inc.                                   1,000                   3
-----------------------------------------------------------------------------------------------------
21.      Fox Creek Development Corporation
-----------------------------------------------------------------------------------------------------
22.      GDV Financial Corporation                                 500                   2
-----------------------------------------------------------------------------------------------------
23.      General Development Air Service, Inc.                     100                   1
-----------------------------------------------------------------------------------------------------
24.      General Development Commercial Credit
         Corporation
-----------------------------------------------------------------------------------------------------
25.      General Development Headquarters Corporation            1,000                   1
-----------------------------------------------------------------------------------------------------
26.      General Development Resorts, Inc.                       1,000                   1
-----------------------------------------------------------------------------------------------------
27.      General Development Sales Corporation                   1,000                   1
-----------------------------------------------------------------------------------------------------
28.      General Development Service Corporation                 1,000                   1
-----------------------------------------------------------------------------------------------------
29.      General Development Utilities, Inc.                     1,000                   1
-----------------------------------------------------------------------------------------------------
30.      Hunter Trace Development Corporation
-----------------------------------------------------------------------------------------------------
31.      Lakeside Development of Orlando, Inc.                   1,000                   1
-----------------------------------------------------------------------------------------------------
32.      Longwood Utilities, Inc.                                  625                  20
-----------------------------------------------------------------------------------------------------
33.      Maplewood Development Corporation                         100                   1
-----------------------------------------------------------------------------------------------------
34.      Ocean Grove, Inc.                                       1,000                   1
-----------------------------------------------------------------------------------------------------
35.      Regency Island Dunes, Inc.                              1,000                   1
-----------------------------------------------------------------------------------------------------
36.      Sabal Trace Development Corporation                     1,000                   1
-----------------------------------------------------------------------------------------------------
37.      Summerchase Development Corporation                       100                   1
-----------------------------------------------------------------------------------------------------
38.      Sunset Lakes Development Corporation                    1,000                   1
-----------------------------------------------------------------------------------------------------
39.      Town & Country II, Inc.                                 7,150                 6, 8
                                                                 2,850              17, 19, 20
                                                              54,816.2
                                                              21,849.8
                                                                 5,334
-----------------------------------------------------------------------------------------------------
40.      Windsor Palms Corporation                               1,000                   1
-----------------------------------------------------------------------------------------------------
41.      XYZ Insurance, Inc.
-----------------------------------------------------------------------------------------------------
42.      Panther Creek Corp.
-----------------------------------------------------------------------------------------------------
43.      AGC-SP, Inc.
-----------------------------------------------------------------------------------------------------
PLEDGOR: ENVIRONMENTAL QUALITY LABORATORY, INCORPORATED
-----------------------------------------------------------------------------------------------------
1.       EQL Environmental Services, Inc.                        1,000                   1
</TABLE>


                                       19
<PAGE>

<TABLE>
<CAPTION>

=====================================================================================================
                                  ISSUER                         SHARES             CERTIFICATE
                                                                 OUTSTANDING         NUMBER(S)
-----------------------------------------------------------------------------------------------------
PLEDGOR: GENERAL DEVELOPMENT RESORTS, INC.
-----------------------------------------------------------------------------------------------------
<S>     <C>                                                     <C>                    <C>
1.       General Development Acceptance Corporation
         (Delaware)
-----------------------------------------------------------------------------------------------------
PLEDGOR: TOWN & COUNTRY II, INC.
-----------------------------------------------------------------------------------------------------
1.  FRC Investments, Inc.                                        60                      4
=====================================================================================================
</TABLE>


                                       20

<PAGE>

                                   SCHEDULE II

                        TO JUNIOR 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 Junior Stock Pledge
Agreement, dated effective as of June 23, 1997, between Atlantic Gulf
Communities Corporation and its Subsidiaries who are signatories thereto and
FOOTHILL CAPITAL CORPORATION, a California 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


                                       21
<PAGE>

                                  SCHEDULE III

                        TO JUNIOR STOCK PLEDGE AGREEMENT

            [FORM OF ACKNOWLEDGEMENT AND AGREEMENT OF NEW SUBSIDIARY]


      Reference hereby is made to the Junior 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
FOOTHILL CAPITAL CORPORATION, a California 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:
[                                  ]
[                                  ]
[                                  ]


                                       22
<PAGE>


                                   SCHEDULE 1

                    TO THE ACKNOWLEDGEMENT OF NEW SUBSIDIARY



PART A:                        Capital Stock of Subsidiaries






PART B:                        Indebtedness owned by new Subsidiary


                                       23