ATLANTIC GULF  COMMUNITIES  CORPORATION  EXHIBIT TO THE MARCH 31, 1997 FORM 10-Q
EXHIBIT 10.2 RESTATED,  AMENDED AND  CONSOLIDATED  TRUST  AGREEMENT  DATED AS OF
DECEMBER 26, 1996, AMENDED AS OF DECEMBER 30, 1996.
---------------------------------------------------


               RESTATED, AMENDED AND CONSOLIDATED TRUST AGREEMENT


         RESTATED,  AMENDED AND CONSOLIDATED  TRUST AGREEMENT,  made and entered
into as of this 26th day of December, 1996, by and between the STATE OF FLORIDA,
DEPARTMENT OF BUSINESS REGULATION, DIVISION OF FLORIDA LAND SALES, CONDOMINIUMS,
AND  MOBILE  HOMES  (the  "Division"),  ATLANTIC  GULF  COMMUNITIES  CORPORATION
("Atlantic Gulf" or the "Company"), and FIRST UNION NATIONAL BANK OF FLORIDA, as
Trustee  ("Trustee")  (collectively  with  the  Division  and the  Company,  the
"Parties").

         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,  the Parties  previously  entered  into the  Homesite  Program
Utility Fund Trust Agreement,  dated December 8, 1992, the Class 14 Utility Fund
Trust  Agreement,  dated  December 8, 1992,  the Division  Class 14 Utility Fund
Trust Agreement,  dated April 6, 1993, and the Improvement Fund Trust Agreement,
dated  April  6,  1993  (collectively,  the  "Original  Trusts")  all  of  which
Agreements were entered into pursuant to the Plan;

         WHEREAS,  pursuant to the letter agreement by and between Atlantic Gulf
and the Division, dated December 24, 1996, Atlantic Gulf and the Division agreed
to  collapse  the  Original  Trusts  into  a  single,   Restated,   Amended  and
Consolidated Trust which consolidates the assets, provisions, and obligations of
the Original  Trust  agreements,  except that $120,000  shall be retained in the
Improvement  Fund Trust,  cash  account  #4072850907,  for  satisfaction  of the
obligation set forth within the twelfth  preamble of the Improvement  Fund Trust
Agreement (the "Hendry County Obligation");

                                       1
<PAGE>

         WHEREAS, by execution of this Restated,  Amended and Consolidated Trust
Agreement,  Atlantic Gulf and the Division deem the Original Trusts to be merged
and superseded;

         WHEREAS,  Atlantic  Gulf and the Division  entered into the Utility Lot
Trust  Agreement  on December 20,  1996,  for the purpose of  providing  utility
satisfied lots to be utilized in the Lot Exchange Program;

         WHEREAS, the Division and Atlantic Gulf desire to appoint and authorize
a trustee to establish and  administer  the Restated,  Amended and  Consolidated
Trust for the purposes set forth below.

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


                                   ARTICLE I.

                                   DEFINITIONS
                                   -----------

         Unless the  context  requires  otherwise,  all  capitalized  terms used
herein and not otherwise defined shall have the meanings assigned to them in the
Plan.

                                   ARTICLE II.

                  RESTATED, AMENDED AND CONSOLIDATED TRUST FUND
                  ---------------------------------------------

         Section 2.1. THE FUND.  For all purposes of this Trust  Agreement,  the
Restated,  Amended and  Consolidated  Trust Fund shall  consist of the following
assets, and Trustee shall accept such assets subject to the terms and conditions
hereof:

         (a) all stock and cash  transferred  from the Division Class 14 Utility
Fund Trust;

         (b) all proceeds  generated  from the sale of stock pursuant to Section
2.3;

                                       2
<PAGE>

         (c)  all  moneys  earned  on the  investment  and  reinvestment  of the
foregoing.

         (d) all stock and cash  transferred  from the  Improvement  Fund Trust,
excluding the $120,000 retained to meet the Hendry County Obligation.

         Section 2.2. SECURITIES.  Trustee shall hold in trust the Stock and all
non-cash  proceeds received in connection with the Stock (the "Stock Rights" and
the "Securities"),  including without limitation all stock certificates, options
and  warrants  and  similar  rights,  until such time as the Stock and the Stock
Rights are withdrawn from the Restated,  Amended and Consolidated Trust pursuant
to Section 2.6 or sold pursuant to Section 2.3.

         Section 2.3. SALE OF SECURITIES.
                      ------------------

         (a)  Beginning  January 1, 1994,  and  continuing  on each  three-month
anniversary  of such date until  December 31, 1998 (the  "Terminal  Date"),  the
Trustee shall  determine  how many shares of Stock are in Trust (the  "Remaining
Stock");  PROVIDED,  HOWEVER, that any Stock tendered in accordance with Section
2.3(b)  shall not be deemed  part of  Remaining  Stock for so long as such Stock
remains  subject to tender.  Subject to the  provisions set forth in subsections
(b) to (e) below, the Trustee shall sell on the fifth (5th) business day in each
calendar  quarter of such year, or as promptly  thereafter as market  conditions
reasonably permit, an amount of Stock (the "Quarterly Sale Amount") equal to (I)
the Remaining Stock,  divided by (ii) the number of calendar quarters  remaining
until the Terminal Date (E.G., in the quarter  beginning on January 1, 1994, the
Trustee shall sell  one-twentieth  of the Remaining  Stock; in the next quarter,
one-nineteenth;  etc.). Subject to the provisions set forth in subparagraphs (b)
to (e) below,  in the event there is any Remaining  Stock as of January 1, 1999,
the Trustee shall sell all such  Remaining  Stock during such calendar year. The
Trustee  shall  deposit the proceeds  from any such sales in the  Division  Cash
Account.

         (b) The Trustee shall sell more than the Quarterly Sale Amount of Stock
for a  particular  quarter  if there is a tender  offer  for such  Stock and the
Division has instructed the Trustee in writing to so tender.

                                       3
<PAGE>

         (c) The Trustee shall delay or refrain from selling any Stock scheduled
to be sold in a particular  quarter as provided in subsection  (a) or (b) if (I)
the  Division has  instructed  the Trustee to delay or refrain from such sale in
writing  based upon a  determination  by the Division that such sale of Stock is
not in the interest of maximizing the Division Class 14 Utility Fund as a result
of extraordinary  market conditions,  or (ii) if the Trustee has determined that
such sale would violate applicable securities or other laws.

         (d) The  Trustee  shall  sell the  Quarterly  Sale  Amount  of Stock as
provided  in this  Section 2.3 in ordinary  trading  transactions,  and shall be
entitled to pay a reasonable  and customary  brokerage  commission in connection
therewith to the third-party securities broker effecting such transactions.

         (e) Prior to selling any  Quarterly  Sale Amount and for so long as the
Stock is not registered pursuant to Section 5 of the Securities Act of 1933, the
Trustee may request an opinion  from the Company  that such Stock is exempt from
registration pursuant to Section 1145 of the Bankruptcy Code.

         (f) If there is a  tender  offer  for the  Stock or the  Notes  and the
Division has not instructed Trustee to tender the Trust's Stock or Notes, as the
case may be, at least  twenty  (20) days prior to the  deadline  for  holders to
tender, the Company may apply to the Bankruptcy Court for an order requiring the
Division to instruct the Trustee to so tender.

         Section 2.4. [reserved]

         Section 2.5. THE  DIVISION  CASH  ACCOUNT.  Trustee  shall  establish a
separate trust account (the "Division  Cash  Account"),  and receive and keep in
the Division Cash Account (a) all cash  deposited  with the Trustee  pursuant to
section 2.1, (b) all net sale  proceeds  from the sale of  Securities  deposited
with  Trustee  pursuant  to  Section  2.3,  and (c)  all  moneys  earned  on the
investment and reinvestment of such amounts (collectively, the "Funds").

         Section 2.6. AUTOMATIC AND ROUTINE CASH AND STOCK WITHDRAWAL.

         (a) At such time as the number of  non-utility  satisfied lots owned by
parties eligible for the Lot Exchange Program (the "Eligible Lots") is less than
or equal to the number of utility  satisfied lots held in the Utility Lot Trust,

                                       4
<PAGE>

all assets of the Restated, Amended and Consolidated Trust shall be disbursed to
Atlantic Gulf and this trust shall terminate.  As a condition  precedent to said
disbursement and termination, Atlantic Gulf shall provide a certification to the
Division,  based upon an  independent  analysis  conducted  by  Milian,  Swain &
Associates,  Inc.,  that the number of lots in the Utility  Lot Trust  equals or
exceeds the number of Eligible Lots.

         (b) At any time,  but only with the consent of the  Division,  Atlantic
Gulf may direct the Trustee to disburse cash or stock to Atlantic Gulf.

         (c)  Atlantic  Gulf may withdraw  funds from the Division  Cash Account
from time to time upon  certification of the responsible  officer of the Company
to the Trustee that the Company will use the funds to purchase lots to replenish
the Utiltity Lot Trust.

         Section 2.7. ACCOUNTING.
                      ----------

         (a) Trustee  shall  account  separately  for the Stock in the Trust and
shall provide the Division and the Company with a quarterly  statement detailing
all trust  activity  in  connection  with the  Stock,  including  all  deposits,
withdrawals,  and/or  sales of the  Stock  and the  Stock  Rights  and all trust
expenses attributable to the Stock and the Stock Rights.

         (b) Trustee shall account  separately for the Division Cash Account and
shall  provide the  Division  and the Company  with a quarterly  cash  statement
detailing the activity in the Division Cash Account,  including all deposits and
withdrawals,  principal  balance,  income earned on, and expenses charged to the
Division Cash Account.


                                  ARTICLE III.

                              FUNDS AND INVESTMENTS
                              ---------------------

         Section 3.1.  SEPARATE FUNDS.  In no event shall Trustee  commingle the
Funds with other assets of, or maintained by, Trustee.

                                       5
<PAGE>

         Section 3.2.  INVESTMENT  OF MONEYS.  Subject to section  3.3,  Trustee
shall have the  authority  to invest and  reinvest the moneys in this Trust (the
"Cash Proceeds") in the following instruments: (a) bonds, notes, treasury bills,
or other securities  constituting direct obligations of, or fully guaranteed by,
the  United  States  of  America  (provided  that  such  direct  obligations  or
guarantees, as the case may be, are entitled to the full faith and credit of the
United States of America);  (b) bonds, notes, or other securities of the Federal
National Mortgage Association,  Federal Home Loan Mortgage Association,  Federal
Home Loan Bank Board, or other similar agencies of the United State which are of
similar  financial  quality;  (c)  certificates  of deposit  of or money  market
accounts  at any bank (I)  organized  under  the laws of the  United  States  of
America and having offices in the State of Florida,  or (ii) organized under the
laws of the State of Florida  (in either  case  having a  combined  capital  and
surplus of not less than $500,000,000  whose deposits are insured by the Federal
Deposit  Insurance  Corporation  (including  the Trustee if otherwise  qualified
under this  Section));  (d) if the interest rates  available on  certificates of
deposit of or money  market  accounts at banks  described  in clause (b) of this
section are lower than could be obtained  if the  Trustee  invested  such moneys
with other financial institutions of comparable quality, certificates of deposit
of or money market  accounts at any domestic  commercial  bank, or  non-domestic
bank provided that such  non-domestic  commercial bank shall have offices in New
York or  Florida,  having a  combined  capital  and  surplus  of not  less  than
$500,000,000;  (e)  commercial  paper  currently  rated  "Prime-1"  or higher by
Moody's  Investors  Service,  Inc.  or  "A-l" or  higher  by  Standard  & Poor's
Corporation  or an  equivalent  investment  grade  rating by another  nationally
recognized securities rating agency; and (f) repurchase  obligations with a term
of not more than 60 days for  underlying  securities  of the types  described in
clauses (a),  (b),  (c) and (d).  The Company will only  instruct the Trustee to
invest moneys held in the Funds in the foregoing investments.  Trustee shall not
be  liable  to the  Division  or the  company  for any  losses  suffered  on the
investment of the Cash Proceeds as a result of the Trustee's  investment of such
moneys as long as such  investment has been in accordance with the provisions of
this section.

                                       6

<PAGE>

         Section 3.3. DIRECTION BY COMPANY.  Subject to section 3.2, the Company
shall  direct in writing  the  Trustee's  investment  and  reinvestment  of Cash
Proceeds.  In the event that the Trustee reasonably believes that a direction by
the Company is inconsistent  with section 3.2, the Trustee shall not follow such
direction,  and may invest such moneys in accordance with its standard practices
using the investments specified in Section 3.2 hereof.


                                   ARTICLE IV.

                                     TRUSTEE

         Section  4.1.   COMPENSATION   TO  TRUSTEE.   Trustee   shall   receive
compensation  for  its  services  in  accepting  this  Trust   Agreement.   Such
compensation  shall be calculated in accordance with a separate  agreement among
Trustee, the Division, and the Company.

         Section 4.2.  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 4.3. 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  hereunder  shall be
limited  to  the  safekeeping  of  such   certificates,   moneys,   instruments,
securities,  or  other  documents  received  by  it  as  Trustee,  and  for  the
disposition of the same in accordance with the terms of this Agreement.

         Section 4.4.  TRUSTEE'S  RESPONSIBILITY  TO MAKE  ADVANCES OR INCUR PAY
EXPENSES.  Trustee shall have the right,  but not the duty, to make any advances
or incur or pay any reasonable  and necessary  expenses on account of this Trust
Agreement or the Funds.  If Trustee shall make any such advances or incur or pay
any such  expenses  on account of this Trust  Agreement  or the Funds,  or shall
incur any expenses by reason of being a party to any  litigation  in  connection
with this Trust  Agreement or the Funds,  or if Trustee shall be compelled by an
order of a court of competent jurisdiction

                                       7

<PAGE>
to pay money on account of this Trust Agreement or the Funds, whether for breach
of  contract,  injury under any law, or otherwise  (PROVIDED,  HOWEVER,  Trustee
shall not be individually liable in any manner under this Trust Agreement as set
forth in Section 4.3 hereof),  the Company,  on demand by Trustee,  shall pay to
Trustee,  with  interest  from the date  Trustee  made such advance or paid such
money  through  the date of payment by the Company to Trustee at the rate of the
weekly average yield on United States Treasury securities adjusted to a constant
maturity of one year, as made available by the Federal Reserve Board, the amount
of all such expenses,  including reasonable attorneys' fees, incurred by Trustee
in said matters.  Trustee shall have the right,  but not the duty, to employ and
consult with counsel of its own choice  regarding  this Trust  Agreement and the
Funds,  and shall have full and complete  authorization  and  protection for any
action taken by it hereunder in good faith and in accordance with the opinion of
such counsel;  any and all reasonable costs and expenses  incurred by Trustee by
virtue of said employment and  consultation  shall be deemed to be an advance or
expense  made or  incurred by Trustee  under this  Section 4.4 to be paid by the
Company on demand.  The Company  further  agrees to  indemnify  and hold Trustee
harmless of and from any and all  expenses,  including,  but not limited to, all
reasonable  costs  and  attorneys'  fees,  advances,  payments,  or  liabilities
incurred by it for any reason  whatsoever  as a result of this Trust  Agreement,
except those resulting from Trustee's gross negligence or willful misconduct. To
the extent that the  Company has failed to pay amounts due to the Trustee  under
this Trust Agreement,  the Trustee may retain sufficient funds to pay itself for
those  amounts  owed.  Trustee  shall not be  obliged to  convey,  transfer,  or
otherwise deal with the Funds or any part of them or to follow any  instructions
of the Company unless and until all of the payments, advances, and expenses made
or incurred or paid by Trustee on account of this Trust  Agreement  or the Funds
shall have been paid, with interest, at the rate set forth herein.

                  Section  4.5.  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 (30) days' prior written  notice to both the
Company and the Division,  such resignation to be effective on the acceptance of
appointment by a successor  Trustee selected by the Company in consultation with

                                       8
<PAGE>

the Division. In addition,  the Company and the Division jointly may at any time
remove  Trustee  with or without  cause (and the  Company may at any time remove
Trustee as provided in Section 4.7(f)) by giving written notice to Trustee, such
removal to be  effective  upon the  acceptance  of  appointment  by a  successor
Trustee  selected  by the  Company  in  consultation  with  the  Division.  If a
successor  Trustee  shall not have been  appointed  with-in  thirty (30) 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, if
any, as a successor  shall have been  selected  and  appointed by the Company in
consultation  with the Division.  Any successor Trustee shall be a trust company
or bank (I) organized  under the laws of the State of Florida or (ii)  organized
under the laws of the United  States and having  offices in the State of Florida
(in either case having trust  powers).  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 the Company  and the  Division,  and
thereupon such successor Trustee, without further act, shall become bound by the
terms of this 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,  except  that the  Trustee  may  retain
sufficient  funds to pay  itself  for  amounts  owed to it  hereunder.  Prior to
selecting  any successor  trustee,  the Company shall inform the Division of its
selection.

         Section   4.6.   TRUSTEE'S   RESPONSIBILITY   WITH   RESPECT  TO  LEGAL
PROCEEDINGS.  Subject to the provisions of Section 6.9 of this Trust  Agreement,
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 Funds.  If Trustee is served with process or notice of legal  proceedings or
of any other matters concerning this Trust Agreement or the Funds, the sole duty
of Trustee  shall be to forward  the  process or notice to the  Company  and the
Division as provided herein. In such case, the Company may defend said action in
the name of Trustee with counsel  reasonably  acceptable  to Trustee;  PROVIDED,
HOWEVER,  that if the  Trustee  determines  that such  counsel  selected  by the

                                       9
<PAGE>

Company  has a conflict in  representing  the  interests  of the Company and the
Trustee, the Trustee may represent its own interests; and PROVIDED FURTHER, that
Trustee may at any time resign as such under this Trust  Agreement  (but only in
accordance  with the  provisions of Section 4.5 hereof) or personally  appear in
said proceeding.

         Section 4.7. TAXES AND TAX RETURNS.
                      ---------------------

         (a) The Trustee shall obtain an employer  identification number for the
Restated, Amended and Consolidated Trust.

         (b) The Trustee,  or an agent of the Trustee that is  acceptable to the
Company,  shall be responsible for filing all appropriate  federal,  state,  and
local tax returns,  including  U.S.  Form 1041,  with  respect to the  Restated,
Amended and Consolidated 14 Trust.

         (c) The Company,  the Division and the Trustee  shall  cooperate,  when
necessary,  with regard to the filing of tax  returns  and payment of taxes,  if
any.

         (d) To the extent that the Restated,  Amended and Consolidated Trust is
determined to have taxable  income and any taxes  thereon shall be due,  Trustee
shall pay out of the Division Cash Account any federal,  state,  and local taxes
required to be paid,  and any  estimated tax  liabilities,  with respect to such
taxable income.

         (e) In  furtherance  and not in  limitation of Section 4.4, the Company
further  agrees to indemnify  and hold Trustee  harmless of and from any and all
income taxes and associated costs, including, but not limited to, all reasonable
attorneys' fees, advances,  payments,  or liabilities incurred by it as a result
of any  dispute  with the  Internal  Revenue  Service  related to the  Trustee's
payment of the Trust's income taxes, except those resulting from Trustee's gross
negligence or willful misconduct.

         (f) If the  Company  objects to the amount of the Tax  Reserve,  and if
Trustee and the Company cannot  thereafter  mutually agree on the amount of such
Reserve,  the  Company  shall have the right to seek the  removal of the Trustee
pursuant to Section 4.5.

                                       10
<PAGE>

         Section  4.8.  VOTING.  In the event that a vote of the  holders of the
Stock  is  scheduled  which  requires  approval  of 50  percent  or  more of the
outstanding  Stock entitled to vote thereon under  applicable law, Trustee shall
vote or cause to be  voted  (by  executing  a proxy  or  otherwise)  one-hundred
percent  (100%) of the Stock  held in this Trust (the  "Trust  Stock")  with the
majority  of the Stock  voting  that is not held in this Trust  (the  "Non-Trust
Stock");  PROVIDED,  HOWEVER,  that if the  scheduled  vote does not so  require
approval  of 50  percent  or  more of the  outstanding  Stock  entitled  to vote
thereon,  Trustee  shall  vote or  cause to be voted  (by  executing  a proxy or
otherwise)  the Trust Stock in the same  proportions  as the Non-Trust  Stock is
voted.


                                   ARTICLE V.

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

         Section 5.1. ANNUAL AUDIT. The company shall cause to be prepared,  and
shall provide to the Division and the Trustee,  one audit per calendar year (the
"Annual  Audit") of the records  related to this  Agreement.  Such Annual  Audit
shall be performed in accordance with a separate  agreement  between the Company
and the  Division for purposes of ensuring  the  Company's  compliance  with the
terms and provisions of this Agreement.

         Section 5.2. AUDIT ADJUSTMENTS.
                      -----------------

         (a) If, as a result of any Annual Audit,  the Division  determines that
the records reflect any  inaccuracies  requiring  entry of an Audit  Adjustment,
including,   without  limitation,   the  disbursement  of  any  amount  that  is
inconsistent  with any provision of the Agreement  ("Ineligible  Disbursement"),
the Division shall give written notice thereof to the Company and the Trustee (a
"Notice of Audit Adjustment").

         (b) If the Company disputes an asserted Audit Adjustment, it may submit
the dispute to the Bankruptcy  Court as provided in Section 6.8 and shall notify
the Trustee of its doing so.

         (c) If the Company does not dispute an asserted Audit Adjustment, or if
the Bankruptcy  Court confirms a proposed  Audit  Adjustment  over the Company's
objection,  (I) the  Company  will pay to the  account  in  question  the amount
required  to  restore  such  account  to where it would  have  been  absent  the
Ineligible Disbursement

                                       11
<PAGE>

         Section 5.3.  AGREEMENT  BETWEEN  TRUSTEE AND THE COMPANY.  The Company
shall provide a copy of the separate  agreement between Trustee and the Company,
and any amendments thereto, to the Division.

                                   ARTICLE VI.

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

         Section 6.1. INQUIRIES. Written inquiries, legal and other notices, tax
statements,  and all other  documents  and  writings  received  by  Trustee  and
relating to this Trust Agreement or the Funds shall be sent and forwarded within
a  reasonable  time after  receipt by Trustee to the Division and the Company at
the address set forth on the  signature  page hereto or as changed  from time to
time in writing.

         Section 6.2. LAW GOVERNING.  This Trust Agreement shall be construed in
accordance with, and governed by, the laws of the State of Florida.

         Section  6.3.  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
address set forth on the signature  page hereof.  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 (5) days after said  notice  has been  deposited  in the United
States  Mail,  postage  prepaid.  Any Party may change its address to which said
notices  are to be sent  by  giving  notice  of same  to the  other  Parties  in
accordance with the provisions hereof.

         Section 6.4. NO OTHER BENEFICIARIES. This Trust Agreement is solely for
the benefit of the Company, the Trustee,  the Division,  lot owners eligible for
the lot exchange program, and their successors. No other person or persons shall
have any rights or privileges under this Trust Agreement either as a third-party
beneficiary or otherwise.

                                       12
<PAGE>

         Section 6.5. TERM.
                      ----

         (a) This Trust  Agreement  shall terminate upon the earlier of (I) full
disbursement  of the cash and other assets in this Trust; or (ii) receipt by the
Trustee  of a notice of  revocation  executed  Jointly  by the  Company  and the
Division  (or  executed  by (1)  either  the  Company  or the  Division  and (2)
accompanied by order of the Court as described in subsection (b) of this Section
6.5),  which  notice  shall  direct  the  Trustee as to the  disposition  of the
remaining assets.  The Trust Agreement shall otherwise be irrevocable during its
term.

         (b) In the event that either the Company or the  Division  shall desire
to terminate  this Agreement but is unable to secure the consent of the other to
termination,  pursuant to subsection (a) of this Section 6.5, the party desiring
to  terminate  this  Agreement  shall  submit a written  request  for consent to
termination  to the other Party (with a copy to the Trustee) by certified  mail,
return receipt requested (the "Termination  Request").  Such request shall state
conspicuously,   and   in   bold-face   type,   that   such   request   contains
"Time-Sensitive"  matters.  The Party  receiving the  Termination  Request shall
notify the Party making such request of its response to the Termination  Request
within 30 days of the former's receipt of the Termination Request, which notice,
in the event of disapproval of the Termination Request,  shall specify the basis
of such  disapproval.  In the event  that the Party  receiving  the  Termination
Request  does not  consent  thereto or fails to respond  within the time  period
specified,  the Party making such request may petition the Bankruptcy  Court for
an order  finding  that,  notwithstanding  the other party's lack of consent (or
objection) to termination, the Trust should be terminated.

         Section 6.6. AMENDMENT.
                      ---------

         (a) With the prior  written  approval of the Division,  which  approval
shall not be  unreasonably  withheld,  the  Company  may at any time by  written
instrument delivered to Trustee amend this Trust Agreement;  PROVIDED,  HOWEVER,
that any  amendment  which would  increase the  responsibilities  of the Trustee
shall  require the consent of the Trustee.  The Company shall furnish to Trustee
the

                                       13

<PAGE>

written  form of said  amendment  as executed  by the Company  along with proper
verification  of the Division's  prior written  approval.  Upon the execution of
said amendment by Trustee, said amendment shall be considered to be an amendment
to this Trust  Agreement  and shall be binding upon all parties  hereto and upon
any  beneficiaries  hereof.  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 or benefit to it provided hereunder.

         (b) In the event that the  Division  withholds  approval  of a proposed
amendment,  the Amendment shall not become effective until (1) the Company,  the
Division, and the Trustee agree in writing to such amendment, or (2) the Company
obtains an order from a court of competent jurisdiction approving the amendment.

         Section 6.7.  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 Trust Agreement. In
this Trust  Agreement,  the plural  includes the  singular and vice versa.  This
Trust Agreement  constitutes the complete  agreement  between the Parties hereto
and there are no representations,  agreements,  or understandings  other than as
set forth herein. This Trust Agreement may not be amended,  changed, or modified
except by a writing  signed by the  Division  and the Company and in  accordance
with the procedures set forth in Section 6.6 hereof.

         Section 6.8.  INTERPRETATION.  If any of the Parties hereto shall be in
disagreement  about the  interpretation  of this Trust  Agreement,  or about the
rights and obligations of or the propriety of any action contemplated by Trustee
hereunder,  any Party may (but need not), at its sole discretion,  file a motion
in  the  Bankruptcy  Court  to  resolve  said  disagreement.  Trustee  shall  be
indemnified for all costs,  including reasonable  attorney's fees, in connection
with the aforesaid  motion,  and shall be fully protected in suspending all or a
part of its activities  under this Trust  Agreement  until the Bankruptcy  court
resolves such disagreement. The Division and the Company shall each bear its own

                                       14
<PAGE>

costs and 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  attorneys'
fees and costs against the party whose action necessitated such proceeding.

         Section 6.9. BANKRUPTCY COURT JURISDICTION.  The Restated,  Amended and
Consolidated Trust Agreement and all assets of the trust created thereby,  shall
remain subject to subject to the continuing jurisdiction of the Bankruptcy 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 6.10. INTEREST OF CERTAIN LENDERS. The Company and the Division
acknowledge  that the lenders (the "Lenders") under the Working Capital and Term
Loan Agreement dated as of March 31, 1992 (the "Term Loan  Agreement"),  have an
interest,  and the note holders (the "Note Holders") under the Secured  Floating
Rate Note Agreement  dated as of March 31, 1992 (the "Note  Agreement"),  have a
subordinated  interest  in any  distributions  made to the  Company  pursuant to
Section 2.6 hereof, and the Company has informed the Trustee of the existence of
such  interests.  If a default has occurred and is  continuing  under either the
Term Loan  Agreement or the Note  Agreement (a  "Default"),  the Lenders'  agent
under the Term Loan Agreement (the "Lenders'  Agent") or the Note Holders' agent
under the Note Agreement (the "Note  Holders'  Agent"),  as the case may be, may
give the Trustee notice of such fact. From the Trustee's  receipt of such notice
until (a) informed  otherwise by the Lenders' Agent or the Note Holders'  Agent,
as the case may be, or (b) ordered to do  otherwise  by a final order of a court
of  competent  jurisdiction,  any  distributions  pursuant to Section 2.6 hereof
shall be made: (i) so long as any  obligations  are  outstanding  under the Term
Loan Agreement,  to the Lenders'  Agent,  and (ii) thereafter and so long as any
obligations  are  outstanding  under the Note  Agreement,  to the Note  Holder's
Agent.  Providing  notice  to  the  Trustee  of a  Default  shall  be  the  sole
responsibility  of the Lenders'  Agent and/or the Note Holders'  Agent,  and the
Trustee shall have no  obligation to determine  whether there has been a Default
prior to making any distributions under this Agreement.

                                       15
<PAGE>

         Section 6.11. ENTIRE AGREEMENT. This Trust Agreement, together with the
Utility  Lot Trust  Agreement,  constitutes  the entire  agreement  between  the
Parties.  This Trust Agreement,  and the Utility Lot Trust Agreement,  supersede
any prior  agreements or  understandings,  oral or written,  with respect to the
subject matter of this Trust Agreement.

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


                                    ATLANTIC GULF COMMUNITIES CORPORATION


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


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

                                    By: /s/ ROBERT H. ELLZEY, JR.
                                       ----------------------------
                                            Robert H. Ellzey, Jr.
                                            Director, Division of
                                              Florida Land Sales, Condominiums,
                                              and Mobile Homes
                                            725 South Bronough Street
                                            Tallahassee, Florida 32399


                                    FIRST UNION NATIONAL BANK OF FLORIDA,
                                    AS TRUSTEE

                                    By:
                                       ----------------------------
                                           Corporate Trust Department
                                           Fourteenth Floor
                                           200 South Biscayne Boulevard
                                           Miami, Florida 33131