ARVIDA JMB PARTNERS L P
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>arv_101.txt
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EXHIBIT 10.1
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                          MUTUAL GENERAL RELEASE
                          ----------------------

      THIS MUTUAL GENERAL RELEASE is made effective as of the 5TH day of
MAY, 2004, by LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM NO. EIGHT
MAINTENANCE ASSOCIATION, INC., a Florida corporation not for profit (the
"Association"), on behalf of itself and, to the fullest extent permitted
under applicable law, on behalf of its members (individually, an
"Association Party" and collectively, the "Association Parties"), and
ARVIDA/JMB PARTNERS, L.P., a Delaware limited partnership d/b/a Arvida/JMB
Partners, Ltd. ("Arvida/JMB").  (The Association Parties, on the one hand,
and Arvida/JMB, on the other hand, are collectively the "Parties" and each
is a "Party.")

      WHEREAS, the Association Parties and Arvida/JMB have entered into a
Settlement Agreement (the "Settlement Agreement") dated March 9, 2004,
relating to the Lawsuit;

      WHEREAS, pursuant to the terms of the Settlement Agreement, the
Parties agreed to enter into this Mutual General Release; and

      WHEREAS, this Mutual General Release is intended to extinguish all
obligations of the Parties to each other regarding their respective Claims
except as otherwise provided below.

      NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and
sufficiency of which are hereby acknowledged, the Association Parties, on
behalf of themselves and their Related Parties, on the one hand, and
Arvida/JMB, on behalf of itself and its Affiliates, on the other hand, do
hereby forever discharge and fully release each other from: (a) all manner
of action and actions, cause and causes of action, (b) claims, liabilities
or obligations of every kind and nature, in law or equity, by statute or
otherwise, suits, debts, dues, sums of money, accounts, indemnities,
guarantees, warranties, reckonings, bonds, bills, covenants, contracts,
controversies, agreements, promises, and variances, and (c) damages
(including, without limitation, damages to wood accessories, trimmings and
treatments, porches, columns, railings, stairs, fascia boards, trusses,
walls, tiles, carpets, lamps, personal belongings, roofs and other areas of
the Condominium Units included in the Association's condominium),
judgments, executions, losses, costs or expenses of every kind and nature
(including, without limitation, costs to remediate, replace or complete,
storage and handling expenses, alternative living expenses, expenses for
loss of use or enjoyment or for inconvenience, loss of value and loss of
financing or refinancing opportunity), compensation and rights of
subrogation, contribution, indemnification or reimbursement, now accrued or
hereafter to accrue (whether known or unknown, anticipated or
unanticipated, suspected or unsuspected, direct, indirect, consequential,
fixed, vested or contingent, asserted or unasserted), which any of the
Association Parties and their Related Parties, on the one hand, and
Arvida/JMB and its Affiliates, on the other hand, had, now has, or may in
the future have against each other arising out of or relating to the
following: (i) any of the subject matters of the Lawsuit (including,
without limitation, the design and/or construction of the Condominium Units
in the Village Homes, including latent defects and other damage of every
kind and nature to such Condominium Units arising out the actions or
omissions of Arvida/JMB, its Affiliates, or any architects, engineers or
subcontractors engaged at any time by or on behalf of Arvida/JMB or any of
its Affiliates); (ii) any order or action of the Miami-Dade County, Florida







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Unsafe Structures Board and/or any authority with jurisdiction to review
orders or actions of that Board with respect to any of the Association
Parties' property or the Village Homes, or any order or action of any other
governing body with jurisdiction over such property or the Village Homes,
whether any such order or action has already been issued or taken or occurs
in the future; (iii) any remediation, alteration or construction-related or
design-related activities undertaken in regard to the Condominium Units
included in the Village Homes, whether undertaken by or on behalf of
Arvida/JMB, any of its Affiliates, any architects, engineers or
subcontractors engaged at any time by or on behalf of Arvida/JMB or any of
its Affiliates, or by any of the Association Parties or any other Person,
and whether already undertaken or occurring in the future; (iv) the failure
of any Association Parties or any other condominium association or
condominium owners in the Village Homes to undertake appropriate and/or
timely remediation or alterations to cure all construction and design
defects of every kind and nature (including, without limitation, latent
defects) of, and all other damage to, their Condominium Units in the
Village Homes; or (v) the past, present or future governance, operation,
maintenance or administration of the Association, any other Village Homes
condominium association, or any of their respective affairs or property,
including, without limitation, the application of the settlement payment
made by Arvida/JMB pursuant to the Settlement Agreement (all of the
foregoing matters to be discharged and released herein being hereinafter
referred to as the "Released Claims"); PROVIDED, HOWEVER, that the Parties
do not release each other from their respective obligations and duties
under the Settlement Agreement, this Mutual General Release or any other
Related Agreement. Without limiting the generality of the foregoing, the
Released Claims include claims or demands for consequential damages;
special damages; punitive damages; prejudgment interest; attorneys' fees
and expenses, experts' fees and expenses, consulting fees and expenses; and
any loss, cost, expense, fine or other obligation assessed or imposed
against any of the Association Parties pursuant to an order of any
governmental authority with jurisdiction over their property or the Village
Homes, or arising out of the actions or the failure to act by any of the
Association Parties, or any other Village Homes condominium association or
condominium owner or any other Person, with respect to an order of any
governmental authority pertaining to their property or the Village Homes
(including, without limitation, any action or failure to act in response to
the Deficiency Notices concerning any Condominium Units in the Village
Homes). Further, and without limiting the generality of the foregoing, (x)
the Association Parties acknowledge and agree that the Released Claims of
the Association Parties and their Related Parties include any and all
claims, demands, causes of action, damages and other rights or remedies
that any of them has asserted or could have asserted against Arvida/JMB or
any of its Affiliates in the Lawsuit (including, without limitation, that
Arvida/JMB or any of its Affiliates is a "successor developer" to Disney or
any of its Affiliates); and (y) Arvida/JMB acknowledges and agrees that the
Released Claims of Arvida/JMB and its Affiliates include any and all
claims, demands, causes of action, damages and other rights or remedies
that Arvida/JMB or any of its Affiliates has asserted or could have
asserted against any of the Association Parties or any of their Related
Parties in the Lawsuit. The Association Parties covenant that neither they
nor any of their Related Parties will sue Arvida/JMB or any of its
Affiliates for or  in respect of any Released Claims of the Association
Parties or their Related Parties.

      To the extent that the Parties (or their Related Parties or
Affiliates) have Claims or any other rights or remedies against Disney or
any of its Affiliates, nothing in the Settlement Agreement, this Mutual
General Release or any other Related Agreement shall release, alter,
hinder, abrogate or otherwise adversely affect, and the Parties hereby
reserve, any such Claims and other rights and remedies (including without
limitation any causes of action for indemnification or contribution)
against Disney or any of its Affiliates. Further, nothing in this Mutual
General Release shall be deemed to constitute a release or waiver by any of
the Association Parties of any claims, demands, causes of action, damages
or other rights or remedies that any of the Association Parties now have or
may in the future have against any other condominium association (or the
members of its board of directors) in the Village Homes.

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      The Association Parties and Arvida/JMB acknowledge that each has had
ample time and opportunity to review the following matters with its legal
counsel prior to signing this Mutual General Release: (i) the consideration
for this Mutual General Release; (ii) all Released Claims each of the
Association Parties and their Related Parties and Arvida/JMB and its
Affiliates may have or expect to have against the other; (iii) the form of
this Mutual General Release; (iv) the legal effect and ramifications of
executing and delivering this Mutual General Release; and (e) all other
matters and information deemed to be necessary or material in a decision to
execute and deliver this Mutual General Release.

      The Association Parties, on the one hand, and Arvida/JMB, on the
other hand, acknowledge that they are aware they may hereafter discover
facts in addition to or different from those which they now know or believe
to be true with respect to matters relevant to this Mutual General Release,
but it is their intention to, and they do hereby, fully, finally and
forever settle and release any and all Released Claims as to each other and
their respective Related Parties and Affiliates, without regard to the
subsequent discovery or existence of such additional or different facts.

      All capitalized terms used but not otherwise defined in this Mutual
General Release shall have the meanings ascribed to them in the Settlement
Agreement.

      Nothing stated herein shall be deemed to be or construed as an
admission by any Party of any liability to the other Party or any other
Person.

      This Mutual General Release shall be governed and construed in
accordance with the internal laws of the State of Florida. The terms and
provisions of this Mutual General Release are severable. In the event that
any term or provision of this Mutual General Release is determined by an
appropriate judicial authority to be illegal, invalid or otherwise
unenforceable, such term or provision shall be given its nearest legal
meaning or be construed as deleted, as such authority determines, and the
remainder of this Mutual General Release shall be construed to be in full
force and effect. Arvida/JMB may cause a Notice of Settlement to be
recorded among the public records of Miami-Dade County, Florida with
respect to any or all the Association Parties (and any of their
successors-in-interest or successors in title) and their property.

      The Association Parties hereby represent and warrant to Arvida/JMB
and its Affiliates that they and their Related Parties are the owners of
their respective Released Claims and that they and their Related Parties
have not previously expressly or impliedly assigned, transferred, pledged
or otherwise disposed of (whether voluntarily or by operation of law) any
of such Released Claims or any interest therein.

      The Settlement Agreement, this Mutual General Release, the other
Related Agreements and any other instruments and documents contemplated
thereby or hereby (collectively, the "Settlement Documents") incorporate,
embody, express and supersede all other agreements and understandings
between the Parties with respect to the Settlement, but shall not
supersede, rescind or adversely affect any other settlement or release of
claims previously entered into by the Parties. There are no representations
upon which either Party relied in making this Mutual General Release that
are not expressly set forth in the Settlement Agreement or this Mutual
General Release. No purported modification or change to the terms of this
Mutual General Release shall be enforceable or effective unless it is in
writing and signed by the authorized representative of the Party affected
by the modification or change. This Mutual General Release shall be binding
upon and inure to the benefit of the Association Parties, their Related
Parties, Arvida/JMB, its Affiliates and the respective successors and
permitted assigns of such Persons (collectively, the "Released Parties").
Without limiting the generality of the previous sentence, it is the
intention of the Parties that, to the extent permitted by applicable law,
this Mutual General Release shall be binding upon, and shall inure to the



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benefit of, the Association Parties and the Related Parties of each
Association Party and Arvida/JMB and the Affiliates of Arvida/JMB, so that
the Released Claims of the Association Parties and the Related Parties of
the Association Parties against Arvida/JMB and its Affiliates and the
Released Claims of Arvida/JMB and the Affiliates of Arvida/JMB against the
Association Parties and their Related Parties shall be fully discharged and
forever released on the terms and conditions set forth in this Mutual
General Release. Notwithstanding the foregoing, this Mutual General Release
is not intended to benefit or release any Person other than the Released
Parties, and it is understood that Disney and its Affiliates are not
"Released Parties." This Mutual General Release may be executed in
counterparts. Each counterpart shall be deemed an original and, when taken
together with another signed counterpart, shall constitute one Mutual
General Release.  This Mutual General Release is not contingent or
dependent upon any other release of claims between Arvida/JMB and any other
Person.

      The Association Parties represent that, other than the Lawsuit, they
have not filed or commenced any charges, claims, or grievances with any
governmental agency or tribunal, or filed or commenced any proceeding at
law or otherwise, consisting of or reflecting in any way any of the
Released Claims.

      The Association acknowledges that it has participated in the drafting
of this Mutual General Release and that the language of all parts of this
Mutual General Release shall in all cases be construed as a whole,
according to its fair meaning, and not strictly for or against any Party.












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      IN WITNESS WHEREOF, the undersigned have executed this Mutual General
Release as of the date first written above.


                              ASSOCIATION PARTIES:

                              LAKES OF THE MEADOW VILLAGE HOMES
                              CONDOMINIUM NO. EIGHT MAINTENANCE
                              ASSOCIATION, INC.,
                              a Florida corporation not for profit,
                              on its behalf and, to the fullest
                              extent permitted under applicable law,
                              on behalf of its members


                              By:    /s/ Nancy England
                                     ------------------------------

                              Name:  Nancy England
                              Title: Secretary/Treasurer

Witness:    /s/ Jared Gelles
            --------------------

Print Name: Jared Gelles




                              ARVIDA/JMB:

                              ARVIDA/JMB PARTNERS, L.P.,
                              a Delaware limited partnership,
                              d/b/a Arvida/JMB Partners, Ltd.

                              By:    Arvida/JMB Managers, Inc.
                                     General Partner

                              By:    /s/ Gary Nickele
                                     ------------------------------

                              Name:  Gary Nickele
                              Title: President

Witness:    /s/ Marilyn Corbett
            --------------------

Print Name: Marilyn Corbett






















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