Exhibit (10)(xxviii)




                                        August 9, 1996


Board of Directors of Hilcoast Development Corp.


Gentlemen:

     On behalf of an acquisition corporation to be formed by
M.A.H., B.S.H. and me, I have been studying the possibility of
acquiring the outstanding shares of Hilcoast Development Corp.
(hereinafter referred to as "FLA Corp.") held by the public
through a merger, to be approved by you, between FLA Corp. and
the acquisition corporation.  I believe that a merger would be
advantageous to all stockholders of FLA Corp., including the
public stockholders.  The acquisition corporation would
contemplate making the following proposal:

     In the proposed merger, shares of FLA Corp. stock not
previously contributed to the acquisition corporation would be
converted into the right to receive cash in the amount of $6.00
per share.  Appropriate steps would be taken to permit holders of
options in FLA Corp. common stock to realize the value of their
options.

     The consummation of the acquisition would be conditioned
upon the required stockholder approval, appropriate amendments to
the FLA Corp. stock option plans, compliance with all applicable
regulatory and governmental requirements and certain other
conditions that may be deemed necessary by the parties.  While I
expect to proceed with the organization of the acquisition
corporation and the contemplated proposal, there is no assurance
that I will not reconsider the contemplated terms or determine
not to proceed.

     I believe that the contemplated acquisition is fair to FLA
Corp.'s minority stockholders from a financial point of view. 
The contemplated acquisition price is equivalent to a 20% premium
over the average closing price of shares of FLA Corp. common
stock on the Nasdaq SmallCap Market over the 30 trading days
ended August 2, 1996, and is in excess of the highest price at
which the common shares have traded on the Nasdaq in the 51 week
period prior to the date of this letter.  Trading is almost non-existent,
and there are only approximately 400 stockholders of
record.  The result is that a stockholder who currently wants to
sell his or her shares may find it very difficult to do so.  The
contemplated transaction would provide each stockholder cash for
his or her shares.

     I also believe that this is an appropriate time for FLA
Corp. to consider the contemplated transaction.  The primary
business of the Company is expected to bee concluded in less than
two years.  Therefore, the Company is at a crossroads and has to
determine its future course, which could include considering
whether it is economically feasible to commence a new Century
Village Community, whether to start or acquire a different
project or business, whether to pursue some other course or
liquidate.

     Obviously, I cannot, and will not, take any part in any
discussion regarding this matter, except that I will make myself
available for any questions you might have for me.  The Board
should consult FLA Corp.'s counsel and consider appointing an
independent committee through which to consider this proposal. 
Such committee may wish to retain independent advisors to assist
in those deliberations.  In addition, extensive SEC documentation
would be required of the FLA Corp. to provide disclosure to the
stockholders about any proposed merger and the Board's
consideration of its fairness to them.

     I hope you will give this matter your prompt attention.  In
that regard, I would like your representatives to meet with
representatives of an advisors to the acquisition corporation to
discuss this matter at your earliest convenience.

     I have been advised that I must promptly file an amendment
to my Schedule 13D statement, which will disclose the substance
of this letter.  Accordingly, FLA Corp. should consider making
its own public announcement relating to this matter.


                              Very truly yours,



                              H.I.L.