ARVIDA JMB PARTNERS L P
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>arv_101.txt
<TEXT>
EXHIBIT 10.1
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                                                              FINAL
                                                           2/3/2004




    SETTLEMENT AGREEMENT BY AND AMONG ARVIDA/JMB PARTNERS, L.P. AND

     LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM NOS. ONE, TWO,

 THREE, FOUR, FIVE, SIX, SEVEN AND NINE MAINTENANCE ASSOCIATIONS, INC.

               ON BEHALF OF THEMSELVES AND THEIR MEMBERS






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                           TABLE OF CONTENTS
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RECITALS    . . . . . . . . . . . . . . . . . . . . . . . . . .    1

AGREEMENT   . . . . . . . . . . . . . . . . . . . . . . . . . .    1

1.    Incorporation of Recitals . . . . . . . . . . . . . . . .    1

2.    Definitions . . . . . . . . . . . . . . . . . . . . . . .    1
      2.1. "Affiliate". . . . . . . . . . . . . . . . . . . . .    1
      2.2. "Amended Complaint". . . . . . . . . . . . . . . . .    2
      2.3. "Association" and "Associations" . . . . . . . . . .    2
      2.4. "Association No. 8". . . . . . . . . . . . . . . . .    2
      2.5. "Claims" . . . . . . . . . . . . . . . . . . . . . .    2
      2.6. "Class Notice" . . . . . . . . . . . . . . . . . . .    3
      2.7. "Closing Date" . . . . . . . . . . . . . . . . . . .    3
      2.8. "Condominium Unit" . . . . . . . . . . . . . . . . .    4
      2.9. "Court". . . . . . . . . . . . . . . . . . . . . . .    4
      2.10."Deficiency Notices" . . . . . . . . . . . . . . . .    4
      2.11."Disney" . . . . . . . . . . . . . . . . . . . . . .    4
      2.12."Disney Indemnity Units" . . . . . . . . . . . . . .    4
      2.13."Effective Final Judgment Date". . . . . . . . . . .    4
      2.14."Final Judgment" . . . . . . . . . . . . . . . . . .    4
      2.15."Indemnification Agreement" and
           "Indemnification Agreements" . . . . . . . . . . . .    5
      2.16."Lawsuit". . . . . . . . . . . . . . . . . . . . . .    5
      2.17."Mutual General Release" . . . . . . . . . . . . . .    5
      2.18."Notice of Settlement" and
           "Notices of Settlement". . . . . . . . . . . . . . .    5
      2.19."Party" and "Parties". . . . . . . . . . . . . . . .    6
      2.20."Person" . . . . . . . . . . . . . . . . . . . . . .    6
      2.21."Preliminary Approval Date". . . . . . . . . . . . .    6
      2.22."Preliminary Approval Order" . . . . . . . . . . . .    6
      2.23."Related Agreement". . . . . . . . . . . . . . . . .    6
      2.24."Related Party". . . . . . . . . . . . . . . . . . .    6
      2.25."Released Claim" and "Released Claims" . . . . . . .    6
      2.26."Remedial Plans" . . . . . . . . . . . . . . . . . .    6
      2.27."Settlement" . . . . . . . . . . . . . . . . . . . .    6
      2.28."Settlement Amount". . . . . . . . . . . . . . . . .    6
      2.29."Settlement Class" . . . . . . . . . . . . . . . . .    6
      2.30."Settlement Class Counsel" . . . . . . . . . . . . .    7
      2.31."Settlement Class Members" . . . . . . . . . . . . .    7
      2.32."Settlement Requirements". . . . . . . . . . . . . .    7
      2.33."Subrogation Claim". . . . . . . . . . . . . . . . .    7
      2.34."Village Homes". . . . . . . . . . . . . . . . . . .    7

3.    Procedures for Approval of Settlement . . . . . . . . . .    7
      3.1. Joint Motion For Approval Of The Settlement. . . . .    7
      3.2. Class Notice . . . . . . . . . . . . . . . . . . . .    7
      3.3. Provisions Of The Preliminary Order. . . . . . . . .    8
      3.4. Settlement Class Counsel's Opinion
           on the Settlement. . . . . . . . . . . . . . . . . .    8
      3.5. Approval Of Final Judgment . . . . . . . . . . . . .    8
      3.6. Objections . . . . . . . . . . . . . . . . . . . . .    8

4.    Procedure Following Entry of Final Judgment . . . . . . .    9
      4.1. List of Owners . . . . . . . . . . . . . . . . . . .    9
      4.2. Execution and Exchange of Mutual General Release . .    9
      4.3. Delivery of Indemnification Agreements;
           Certificates of Insurance. . . . . . . . . . . . . .    9
      4.4. Delivery of Notices of Settlement: Recordation . . .    9
      4.5. Payment by Arvida/JMB. . . . . . . . . . . . . . . .    9

5.    Cooperation Before and After the Closing Date . . . . . .   10


                                   i


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6.    Claims Against Disney and its Affiliates. . . . . . . . .   10

7.    Disclosure of Settlement. . . . . . . . . . . . . . . . .   10

8.    Meeting on Closing Date . . . . . . . . . . . . . . . . .   10
      8.1. Arvida/JMB Obligations on Closing Date . . . . . . .   10
      8.2. Obligations of the Settlement Class on Closing Date.   11

9.    Settlement Class Members' Representations, Warranties
      and Covenants . . . . . . . . . . . . . . . . . . . . . .   12
      9.1. Corporate Standing . . . . . . . . . . . . . . . . .   12
      9.2. Authority and Enforceability . . . . . . . . . . . .   12
      9.3. No Other Claims. . . . . . . . . . . . . . . . . . .   13
      9.4. Subrogation. . . . . . . . . . . . . . . . . . . . .   13
      9.5. Remediation Schedule . . . . . . . . . . . . . . . .   13
      9.6. Insurance. . . . . . . . . . . . . . . . . . . . . .   13
      9.7. Accuracy of Lists of Owners. . . . . . . . . . . . .   13
      9.8. Covenant to Not Oppose Remedial Plans by
           Association No. 8. . . . . . . . . . . . . . . . . .   13
      9.9. Bankruptcy of the Associations . . . . . . . . . . .   13

10.   Joint Representation, Warranty and Covenant
      of the Settlement Class and Settlement Class Counsel
      Regarding Attorneys' and Experts' Fees and Expenses . . .   14

11.   Settlement Class Counsel's Representation, Warranty
      and Covenant Regarding Association No. 8. . . . . . . . .   14

12.   Arvida/JMB's Representations. . . . . . . . . . . . . . .   14
      12.1.Partnership Standing . . . . . . . . . . . . . . . .   14
      12.2.Authority and Enforceability . . . . . . . . . . . .   14
      12.3.No Other Claims. . . . . . . . . . . . . . . . . . .   14
      12.4.Bankruptcy of Arvida/JMB . . . . . . . . . . . . . .   14
      12.5.Financial Ability to Pay Settlement Amount . . . . .   14

13.   Accuracy and Survival of Representations, Warranties
      and Covenants . . . . . . . . . . . . . . . . . . . . . .   14

14.   Governing Laws. . . . . . . . . . . . . . . . . . . . . .   15

15.   Retaining Jurisdiction. . . . . . . . . . . . . . . . . .   15

16.   Time of Essence . . . . . . . . . . . . . . . . . . . . .   15

17.   Assignment of Settlement Agreement and
      Related Agreements. . . . . . . . . . . . . . . . . . . .   15

18.   Termination . . . . . . . . . . . . . . . . . . . . . . .   15

19.   No Admission of Liability . . . . . . . . . . . . . . . .   15

20.   Use of the Settlement Agreement . . . . . . . . . . . . .   16

21.   Drafting of Agreements. . . . . . . . . . . . . . . . . .   16

22.   Entire Agreement. . . . . . . . . . . . . . . . . . . . .   16

23.   Independent Judgment. . . . . . . . . . . . . . . . . . .   16

24.   Binding Agreement . . . . . . . . . . . . . . . . . . . .   16

25.   Headings. . . . . . . . . . . . . . . . . . . . . . . . .   16

26.   Notices . . . . . . . . . . . . . . . . . . . . . . . . .   16

27.   Counterparts. . . . . . . . . . . . . . . . . . . . . . .   17

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28.   Further Assurances. . . . . . . . . . . . . . . . . . . .   17

29.   Waiver. . . . . . . . . . . . . . . . . . . . . . . . . .   17

30.   Prevailing Party Attorneys' Fees and Costs. . . . . . . .   17

31.   Limitation of Liability . . . . . . . . . . . . . . . . .   18

32.   Survivability . . . . . . . . . . . . . . . . . . . . . .   18

33.   Provisions Severable. . . . . . . . . . . . . . . . . . .   18

34.   Certain Rules of Construction . . . . . . . . . . . . . .   18



                               EXHIBITS

1.    Disney Indemnity Units

2.    Copy of a Deficiency Notice

3.    Form of Final Judgment

4.    Form of Indemnification Agreement

5.    Form of Mutual General Release

6.    Form of Notice of Settlement

7.    Form of Preliminary Approval Order

8.    Legal Description of "Village Homes" in Miami-Dade County, Florida


































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     This agreement to settle (including all Exhibits hereto, "Settlement
Agreement") all Claims of the Settlement Class Members (collectively,
hereinafter sometimes referred to as "Plaintiffs") is entered into as of
February 3, 2004 by and among the Plaintiffs and Arvida/JMB Partners, L.P.,
a Delaware limited partnership d/b/a Arvida/JMB Partners, Ltd.
("Arvida/JMB") (together, the Settlement Class Members and Arvida/JMB are
referred to herein as "the Parties" or individually as a "Party"), and is
binding upon the Parties upon execution.  Capitalized terms used in this
Settlement Agreement but not otherwise defined have the definitions given
or referred to in paragraph 2.


                               RECITALS

     WHEREAS, the Settlement Class Members and Lakes of the Meadow Village
Homes Condominium No. Eight Maintenance Association, Inc. ("Association
No. 8") have filed an Amended Complaint (the "Amended Complaint") in the
Lawsuit pursuant to Fla. R. Civ. P. 1.221 and Fla. Stat. 718.111(3) against
Arvida/JMB and Disney alleging damages as a result of certain alleged
construction defects in the Village Homes;

     WHEREAS, Arvida/JMB has denied and continues to deny any liability to
the Settlement Class Members and Association No. 8 and, further, has
represented that Arvida/JMB has made and will continue to pursue Claims
against Disney and one or more of its Affiliates with respect to Settlement
Class Members' Condominium Units in the Village Homes for which
construction was commenced before September 10, 1987 and that were sold on
or after that date;

     WHEREAS, the Settlement Class Members have represented that they will
continue to pursue their Claims against Disney;

     WHEREAS, Arvida/JMB and the Settlement Class Members now wish to
settle and release their differences and Claims on the terms and conditions
set forth herein without any Party admitting or denying liability to the
other; and

     WHEREAS, the Parties do not intend to do anything herein that would
jeopardize any Party's Claims with respect to Disney and its Affiliates.

     NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the Parties agree as follows:


                               AGREEMENT

     1.    INCORPORATION OF RECITALS

     The foregoing recitals are true and correct and made part of this
Settlement Agreement.

     2.    DEFINITIONS

     For purposes of this Settlement Agreement, the following terms have
the meanings specified or referred to in this paragraph 2:

           2.1.  "AFFILIATE".  "Affiliate" of a specified Person means (i)
     a past, present or future director, trustee, officer, employee,
     member, partner, shareholder or subsidiary of the specified Person;
     (ii) a Person which (either directly or indirectly, through one or
     more intermediaries) controls, is under common control with or is
     controlled by, the specified Person; (iii) any Person that, directly
     or indirectly, has a substantial beneficial interest in the specified
     Person or in which the specified Person has a substantial beneficial
     interest; (iv) any Person that is a past, present or future director,
     trustee, officer, employee, member, partner, shareholder or
     subsidiary of any of the foregoing; (v) any insurer of the specified



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     Person, and/or (vi) any relative or spouse of the specified Person.
     For the purposes of this definition and the definition of "Related
     Party", "control" of a specified Person (including the correlative
     terms "controlled by" and "under common control with") means the
     possession, directly or indirectly, of the power to direct or cause
     the direction of the management and policies of the specified Person,
     whether through ownership of voting securities, the ability to
     appoint one or more of an entity's trustees, directors or persons in
     a similar capacity, by contract or otherwise.  Notwithstanding
     anything to the contrary contained herein or in any Related
     Agreement, Disney and its Affiliates shall not be deemed to be
     "Affiliates" of Arvida/JMB and its Affiliates, and vice versa.

           2.2.  "AMENDED COMPLAINT".  "Amended Complaint" has the meaning
     ascribed to that term in the Recitals to this Settlement Agreement.


           2.3.  "ASSOCIATION" AND "ASSOCIATIONS".  "Association" or
     "Associations" means any one or all of Lakes of the Meadow Village
     Homes Condominium No. One Maintenance Association, Inc.; Lakes of the
     Meadow Village Homes Condominium No. Two Maintenance Association,
     Inc.; Lakes of the Meadow Village Homes Condominium No. Three
     Maintenance Association, Inc.; Lakes of the Meadow Village Homes
     Condominium No. Four Maintenance Association, Inc.; Lakes of the
     Meadow Village Homes Condominium No. Five Maintenance Association,
     Inc.; Lakes of the Meadow Village Homes Condominium No. Six
     Maintenance Association, Inc.; Lakes of the Meadow Village Homes
     Condominium No. Seven Maintenance Association, Inc.; and Lakes of the
     Meadow Village Homes Condominium No. Nine Maintenance Association,
     Inc.  Any particular Association is herein referred to as
     "Association No. ___ ," so that, by way of example, Lakes of the
     Meadow Village Homes Condominium No. 9 Maintenance Association, Inc.,
     is referred to herein as "Association No. 9."

           2.4.  "ASSOCIATION NO. 8".  "Association No. 8" has the meaning
     ascribed to that term in the Recitals to this Settlement Agreement.
     Association No. 8 is not a party to this Settlement Agreement.

           2.5.  "CLAIMS".  "Claims" means (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 and promises, and (c) damages
     (including, without limitation, damages to wood accessories,
     trimmings and treatments, porches, columns, railings, stairs, facia
     boards, trusses, walls, tiles, carpets, lamps, personal belongings,
     roofs and other areas of the Condominium Units in the Village Homes),
     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 a Party had, now has, or may in the
     future have 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 or other damage of every kind
     and nature to such Condominium Units arising out of the actions or
     omissions of Arvida/JMB, its Affiliates or any architects, engineers






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     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 Unsafe Structures Board and/or any authority with
     jurisdiction to review orders or actions of that Board with respect
     to any of the Settlement Class Members' property or the Village
     Homes, or any action or order 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 undertaken or occurs
     in the future; (iii) any remediation, alteration or construction
     related or design-related activities undertaken in regard to the
     Condominium Units 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 Settlement
     Class Members or any other Person, and whether already undertaken or
     occurring in the future; (iv) the failure of any Settlement Class
     Members 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 any of the Associations, 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 to the Settlement Class
     pursuant to this Settlement Agreement; provided, however, that the
     Claims of a Party do not include the obligations and duties of any
     other Party under this Settlement Agreement, the Mutual General
     Release or any other Related Agreement.  Without limiting the
     generality of the foregoing, the "Claims" of a Party or Parties
     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, any losses,
     costs, expenses, fines or other obligations assessed or imposed
     against any Settlement Class Member pursuant to an order of any
     governmental authority with jurisdiction over his or her property or
     the Village Homes, or arising out of the actions or failure to act by
     any Settlement Class Members, 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 Settlement Class
     Members acknowledge and agree that the Claims of the Settlement Class
     Members 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 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 Settlement Class
     Members or any of their Related Parties in the Lawsuit.

           2.6.  "CLASS NOTICE".  "Class Notice" has the meaning ascribed
     to that term in paragraph 3.1.

           2.7.  "CLOSING DATE".  "Closing Date" means the fourth business
     day after the Effective Final Judgment Date or such other date as
     Arvida/JMB and Settlement Class Counsel on behalf of the Settlement
     Class may mutually agree.





                                   3


<PAGE>


           2.8.  "CONDOMINIUM UNIT".  "Condominium Unit" means the
     portions of the Village Homes that are subject to individual
     ownership, whether or not contiguous, and all improvements thereon
     and all easements and rights appurtenant thereto intended for use in
     connection with the Condominium Unit, including all interests of the
     owner in the common elements appurtenant to the owner's Condominium
     Unit.  "Condominium Unit" has the same meaning that the term
     "Condominium Parcel" has in the Florida Condominium Act, Fla. Stat.
     Ch. 718.

           2.9.  "COURT".  "Court" means the Circuit Court of the
     11th Judicial Circuit in and for Miami-Dade County, Florida with
     jurisdiction over the parties to the Lawsuit.

           2.10. "DEFICIENCY NOTICES".  "Deficiency Notices" means the
     notices issued to the Settlement Class Members on or about February
     27, 2002 by the Miami-Dade County Unsafe Structures Board informing
     them that certain structural defects appeared in the common elements
     of their Condominium Units and that these defects had to be
     remediated or the units would be ordered demolished.  A copy of a
     Deficiency Notice is attached as Exhibit 2.

           2.11. "DISNEY".  "Disney" means any or all of Walt Disney World
     Company, Walt Disney World Company d/b/a ARDC Corporation and The
     Walt Disney Company (n/k/a Disney Enterprises, Inc.).

           2.12. "DISNEY INDEMNITY UNITS".  "Disney Indemnity Units" means
     those Condominium Units that were designed and built in whole or in
     part by one or more of the Affiliates of Disney and that were
     originally sold by Arvida/JMB after September 9, 1987.  The Disney
     Indemnity Units are identified in Exhibit 1.

           2.13. "EFFECTIVE FINAL JUDGMENT DATE".  "Effective Final
     Judgment Date" means the first business day after all of the
     following conditions or events have been met or have occurred:

                 2.13.1. The Final Judgment has been entered by the Court
           in the Lawsuit and not subsequently modified or vacated;

                 2.13.2. The time has expired in which to seek review by
           appeal of the Final Judgment without any review or appeal
           having been taken therefrom pursuant to Fla. R. App. P. 9.100
           or otherwise; or, if review or appeal is taken, then such
           review or appeal shall have been finally determined (subject to
           no right to further review or appeal) by the highest court
           before which the review or appeal is sought and allowed, and
           the review or appeal shall have been resolved in such manner as
           to permit the consummation of the Settlement to be effected by
           this Settlement Agreement in accordance with all of its terms
           and provisions without modification in any material respect
           unless approved by the Parties; and

                 2.13.3. The Settlement Requirements have been met.

           2.14. "FINAL JUDGMENT".  "Final Judgment" means the Court's
     final, appealable order in the Lawsuit with a separate final Order of
     Dismissal with Prejudice, substantially in the form attached hereto
     as Exhibit 3, acceptable to each of Arvida/JMB's counsel and
     Settlement Class Counsel and which:

                 2.14.1. Grants final approval of the Settlement as fair,
           reasonable, and adequate, and in the best interest of the
           Settlement Class as a whole and each of its Members;

                 2.14.2. Orders the Parties to carry out or complete, as
           the case may be, the provisions of the Settlement;




                                   4


<PAGE>


                 2.14.3. Dismisses in its entirety and with prejudice the
           Claims of all Settlement Class Members against Arvida/JMB and
           its Affiliates only, without costs to or against any other
           Party except as otherwise provided herein;

                 2.14.4. Adjudges that the Settlement Class Members shall
           be deemed conclusively to have settled, discharged, dismissed
           and released all Released Claims as against Arvida/JMB and its
           Affiliates only and to have covenanted not to file suit against
           Arvida/JMB or any of its Affiliates only with respect to any of
           the Released Claims;

                 2.14.5. Bars and permanently enjoins each Settlement
           Class Member from prosecuting any action in state or federal
           court or any administrative proceeding or otherwise against
           Arvida/JMB or any of its Affiliates only with respect to any of
           the Released Claims, and bars and permanently enjoins
           Arvida/JMB from prosecuting any action in state or federal
           court or any administrative proceeding or otherwise against any
           Settlement Class Member or any of his or her Related Parties
           (but not from defending against any Claim brought by any
           Settlement Class Member or any of his or her Related Parties)
           with respect to any of the Released Claims;

                 2.14.6. Orders that all causes of action in the Lawsuit
           of any Person who the Court has found to have timely and
           effectively opted out of the Settlement Class with Court
           approval shall be severed and tried separately from the
           proceedings that are contemplated to occur in the Lawsuit after
           the Final Judgment is entered, with the Court retaining
           jurisdiction to try any such severed causes of action;

                 2.14.7. Reserves for the Court continuing and exclusive
           jurisdiction over implementation of the Settlement and over its
           enforcement, construction and interpretation; and

                 2.14.8. Determines the Final Judgment to be a final
           order.

           2.15. "INDEMNIFICATION AGREEMENT" AND "INDEMNIFICATION
     AGREEMENTS".  "Indemnification Agreement" or "Indemnification
     Agreements" means any or all of the agreements for the
     indemnification of Arvida/JMB and its Affiliates by each of the
     Associations, on behalf of itself and its members, in accordance with
     paragraph 4.3 and substantially in the form of Exhibit 4.

           2.16. "LAWSUIT".  "Lawsuit" means that certain lawsuit styled
     LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM NOS. ONE, TWO, THREE,
     FOUR, FIVE, SIX, SEVEN, EIGHT AND NINE MAINTENANCE ASSOCIATION, INC.,
     including all members thereof, Plaintiffs, vs. ARVIDA/JMB PARTNERS,
     L.P., a Delaware limited partnership, and WALT DISNEY WORLD COMPANY,
     a Delaware corporation, Defendants, CASE NO. 95-23003-CA-08, pending
     in the Circuit Court of the 11th Judicial Circuit in and for
     Miami-Dade County, Florida, referred to in the Recitals of this
     Settlement Agreement and currently prosecuted by and on behalf of the
     Settlement Class Members against Arvida/JMB and Disney.

           2.17. "MUTUAL GENERAL RELEASE".  "Mutual General Release" means
     the release of Claims to be executed and delivered in accordance with
     paragraph 4.2 and substantially in the form of Exhibit 5.

           2.18. "NOTICE OF SETTLEMENT" and "NOTICES OF SETTLEMENT".
     "Notice of Settlement" or "Notices of Settlement" means any or all of
     the notices of the terms of the Settlement in recordable form, to be
     executed and delivered by each of the Associations in accordance with
     paragraph 4.4 and substantially in the form of Exhibit 6.




                                   5


<PAGE>


           2.19. "PARTY" AND "PARTIES".  "Party" or "Parties" has the
     meaning ascribed to that term in the introduction to this Settlement
     Agreement.

           2.20. "PERSON".  "Person" means any natural person, any legal
     entity such as a corporation, association, partnership, trust or any
     other type of legal entity, a governmental office or agency or a
     division, department, board, bureau, or other sub-part of a
     governmental office or agency.

           2.21. "PRELIMINARY APPROVAL DATE".  "Preliminary Approval Date"
     means the first business day after the Preliminary Approval Order has
     been entered in the Lawsuit by the Court.

           2.22. "PRELIMINARY APPROVAL ORDER".  "Preliminary Approval
     Order" means the order to be entered in the Lawsuit by the Court
     substantially in the form of Exhibit 7 hereto.

           2.23. "RELATED AGREEMENT".  "Related Agreement" means any
     agreement or instrument executed in connection with this Settlement
     Agreement, including, without limitation, the Mutual General Release,
     the Indemnification Agreements, the Notices of Settlement and the
     Final Judgment.

           2.24. "RELATED PARTY".  "Related Party" of a Settlement Class
     Member means (i) a past or present director, officer, employee or
     member of an Association; (ii) a predecessor-in-interest or
     predecessor-in-title (in the case of a Settlement Class Member who is
     an owner of a Condominium Unit in the Village Homes); (iii) a Person
     which (either directly or indirectly, through one or more
     intermediaries) controls, is under common control with or is
     controlled by, the Settlement Class Member; (iv) any insurer of the
     Settlement Class Member; or (v) any relative or spouse of the
     Settlement Class Member.  Notwithstanding anything to the contrary
     contained herein or in any Related Agreement, Disney and its
     Affiliates shall not be deemed to be "Related Parties" of any
     Settlement Class Members.

           2.25. "RELEASED CLAIM" and "RELEASED CLAIMS".  "Released Claim"
     or "Released Claims" means any or all Claims to be released pursuant
     to the Mutual General Release.

           2.26. "REMEDIAL PLANS".  "Remedial Plans" has the meaning
     ascribed to such term in paragraph 9.8.

           2.27. "SETTLEMENT".  "Settlement" means the transactions and
     resulting legal positions and rights to be effectuated by virtue of
     this Settlement Agreement and the Related Agreements.

           2.28. "SETTLEMENT AMOUNT".  "Settlement Amount" means the
     amount to be paid by Arvida/JMB under paragraph 4.5 of this
     Settlement Agreement (i.e., $5.5 million).

           2.29. "SETTLEMENT CLASS".  "Settlement Class" means Lakes of
     the Meadow Village Homes Condominium No. One Maintenance Association,
     Inc., Lakes of the Meadow Village Homes Condominium No. Two
     Maintenance Association, Inc., Lakes of the Meadow Village Homes
     Condominium No. Three Maintenance Association, Inc., Lakes of the
     Meadow Village Homes Condominium No. Four Maintenance Association,
     Inc., Lakes of the Meadow Village Homes Condominium No. Five
     Maintenance Association, Inc., Lakes of the Meadow Village Homes
     Condominium No. Six Maintenance Association, Inc., Lakes of the
     Meadow Village Homes Condominium No. Seven Maintenance Association,
     Inc., and Lakes of the Meadow Village Homes Condominium No. Nine
     Maintenance Association, Inc., each a Florida corporation not for
     profit, on behalf of themselves and their members, other than any
     Person who has filed a timely and effective election to be excluded
     from the Settlement Class and who the Court has excluded from the
     Settlement Class.

                                   6


<PAGE>


           2.30. "SETTLEMENT CLASS COUNSEL".  "Settlement Class Counsel"
     means the law offices of Duane Morris LLP.

           2.31. "SETTLEMENT CLASS MEMBERS".  "Settlement Class Members"
     means the Persons included within the definition of Settlement Class.

           2.32. "SETTLEMENT REQUIREMENTS".  "Settlement Requirements"
     means all the following conditions and all the following events:

                 2.32.1. All Parties and their counsel have executed this
           Settlement Agreement;

                 2.32.2. The Court has entered the Preliminary Approval
           Order, not subsequently modified or vacated, preliminarily
           approving the Settlement and the method of providing notice to
           the Settlement Class;

                 2.32.3. The Court has entered the Final Judgment, not
           subsequently modified or vacated, approving the Settlement;

                 2.32.4. None of the Associations has timely and
           effectively opted out of the Settlement Class; provided that
           Arvida/JMB may waive this requirement in its sole and absolute
           discretion and may go forward with and enforce this Settlement
           Agreement notwithstanding the fact that one or more
           Associations have timely and effectively opted out of the
           Settlement Class and notwithstanding that the Court has
           determined such Association(s) is (are) excluded from the
           Settlement Class.

                 2.32.5. This Settlement Agreement has not been
           terminated in accordance with paragraph 18.

           2.33. "SUBROGATION CLAIM".  "Subrogation Claim" has the meaning
     ascribed to that term in paragraph 9.4.

           2.34. "VILLAGE HOMES".  "Village Homes" means the four-plex
     condominium buildings, their common elements and the Condominium
     Units therein, the legal descriptions of which are contained in
     Exhibit 8.

     3.    PROCEDURES FOR APPROVAL OF SETTLEMENT.  The Parties agree that,
subject to the terms and conditions of this Settlement Agreement, they will
use reasonable efforts to obtain final approval of the terms of the
Settlement by the Court and by all of the Settlement Class Members and to
effectuate the transactions contemplated by this Settlement Agreement.  To
that end:

           3.1.  JOINT MOTION FOR APPROVAL OF THE SETTLEMENT.  Promptly
     upon full execution of this Settlement Agreement by the Parties and
     their counsel, the Parties will jointly move the Court for entry of
     the Preliminary Approval Order, approving a form of Notice of
     Proposed Class Settlement ("Class Notice"), and setting a date for
     the filing of objections, the procedure and date by which to file
     exclusions from the Settlement Class, and the date for the hearing of
     a motion for final approval of the Settlement.

           3.2.  CLASS NOTICE.  The Class Notice will be given to
     Settlement Class Members in the form of and at such time, places and
     manner as are directed by the Court in the Preliminary Approval
     Order.  The Settlement Class shall be solely responsible for, and
     bear all the costs associated with, mailing or publishing the Class
     Notice to all Settlement Class Members.  Arvida/JMB's counsel shall







                                   7


<PAGE>


     be entitled to review and approve the form and content of the Class
     Notice if it differs in any material respect from the form of Class
     Notice attached as an exhibit to the Preliminary Approval Order,
     which is attached hereto as Exhibit 7.  Settlement Class Counsel
     shall provide to Arvida/JMB's counsel a list of Settlement Class
     Members to whom the Class Notice has been sent and their addresses
     promptly after mailing of the Class Notice, and such list may only be
     used by Arvida/JMB for purposes consistent with the Settlement.

           3.3.  PROVISIONS OF THE PRELIMINARY ORDER.  The Parties agree
     that the Preliminary Approval Order shall be substantially in the
     form of Exhibit 7 and shall include provisional approval of the terms
     of the Settlement.  The Parties further agree that the Preliminary
     Approval Order shall:  (a) preliminarily enjoin each Settlement
     Class Member from prosecuting any action in state or federal court or
     otherwise against Arvida/JMB and its Affiliates with respect to any
     provisionally Released Claim; and (b) preliminarily enjoin Arvida/JMB
     from prosecuting any action in state or federal court or otherwise
     against Settlement Class Members with respect to any provisionally
     Released Claim (but Arvida/JMB may defend against any Released
     Claim).  In the event that this Settlement Agreement is terminated in
     accordance with paragraph 18, the foregoing injunctions shall be
     automatically lifted.

           3.4.  SETTLEMENT CLASS COUNSEL'S OPINION ON THE SETTLEMENT.
     Promptly after the Preliminary Approval Date (but in any event prior
     to any hearing in regard to the Final Judgment), Settlement Class
     Counsel will deliver to Arvida/JMB its written opinion to the effect
     that Settlement Class Counsel has concluded, based on its
     investigation, discovery in this matter and its consultations with
     expert structural engineers, costing experts and county officials and
     taking into account the general risks, uncertainties and costs
     attending prosecution of the Claims asserted in the Amended
     Complaint, further delay in recovery of funds to remediate, the
     substantive benefits to be received from the Settlement, the
     continued pressure from Miami-Dade County, Florida to remediate or
     demolish Condominium Units in the Village Homes and in consideration
     of all of the other circumstances, that in their professional opinion
     the terms of the Settlement are fair, reasonable and adequate and
     that the Settlement on the terms provided for in this Settlement
     Agreement and the Related Agreements is in the best interest of the
     Settlement Class as a whole and each of the Settlement Class Members
     individually.

           3.5.  APPROVAL OF FINAL JUDGMENT.  Within a reasonable time
     following entry of the Preliminary Approval Order, counsel for the
     Parties shall jointly seek final approval of the Settlement before
     the Court and defend the Settlement in the event Settlement
     Class Members or other Persons contest the terms of the Settlement.
     To that end, Settlement Class Counsel will draft any motions,
     memoranda, or briefs necessary to obtain final approval of the
     Settlement before the Court and any appellate courts, as the case may
     be; provided, however, that counsel for Arvida/JMB shall have the
     right to review and comment on any motions, memoranda or briefs prior
     to their filing, and Settlement Class Counsel, subject to its
     professional judgment, shall make reasonable efforts to address or
     incorporate comments made by counsel for Arvida/JMB.  The Settlement
     Class will pay for any expense reasonably necessary in order to
     obtain final approval of the Settlement.  In addition, counsel for
     Arvida/JMB may, at Arvida/JMB's expense, file with the Court and any
     appellate court such motions, memoranda, briefs and evidence in
     support of final approval of the Settlement as Arvida/JMB deems
     appropriate.

           3.6.  OBJECTIONS.  Any Settlement Class Member may timely
     object to any term or terms of the Settlement, subject to such terms
     and conditions for making any such objections as the Court may
     impose.


                                   8


<PAGE>


     4.    PROCEDURE FOLLOWING ENTRY OF FINAL JUDGMENT.


           4.1.  LIST OF OWNERS.  On or as soon as practicable (but in no
     event later than thirty (30) days) after the Closing Date,
     Association No. 6, Association No. 7 and Association No. 9 shall
     provide to Arvida/JMB lists of the names and addresses of all Persons
     owning legal title to the Condominium Units listed on Exhibit 1 as of
     the Closing Date, each such list to be certified to be true and
     correct by the corporate secretary of the Association in whose
     condominium such Condominium Units are located.  By way of example,
     for any Condominium Unit located in the condominium of Association
     No. 9 in which legal title is held in joint tenancy, the name and
     address of each joint tenant owner of such Condominium Unit shall be
     included in a list of owners of the Condominium Units in the
     Association No. 9 condominium, and such list shall be certified as
     true and correct by the corporate secretary of Association No. 9.

           4.2.  EXECUTION AND EXCHANGE OF MUTUAL GENERAL RELEASE.  In
     accordance with paragraph 8.2, on the Closing Date, each of the
     Associations, on behalf of itself and its members and the respective
     Related Parties of each such Association and its members, and
     Arvida/JMB, on behalf of itself and its Affiliates, will execute and
     deliver to each other the  Mutual General Release substantially in
     the form of Exhibit 5.

           4.3.  DELIVERY OF INDEMNIFICATION AGREEMENTS; CERTIFICATES OF
     INSURANCE.  On the Closing Date, and simultaneously with the exchange
     of the Mutual General Release, each of the Associations, on behalf of
     itself and its members, and Arvida/JMB will execute and deliver to
     each other an Indemnification Agreement substantially in the form of
     Exhibit 4.  In addition, on the Closing Date, each of the
     Associations will deliver to Arvida/JMB one or more certificates of
     insurance evidencing the comprehensive general liability insurance
     coverage referred to in paragraph 9.6.

           4.4.  DELIVERY OF NOTICES OF SETTLEMENT: RECORDATION.  On the
     Closing Date, and simultaneously with the exchange of the Mutual
     General Release, each of the Associations will execute and deliver to
     Arvida/JMB such number of originals of a Notice of Settlement
     substantially in the form of Exhibit 6 for such Association as
     Arvida/JMB may reasonably request. Arvida/JMB shall cause the Notices
     of Settlement to be recorded as to the Associations in the public
     records of  Miami-Dade County, Florida.  Arvida/JMB will bear all
     such recording fees.  Each Settlement Class Member and Settlement
     Class Counsel will cooperate fully with Arvida/JMB in recording such
     documents.

           4.5.  PAYMENT BY ARVIDA/JMB.  In accordance with paragraph 8.1,
     Arvida/JMB will pay by wire transfer on the Closing Date to
     Settlement Class Counsel for the benefit of the Settlement Class
     Members and for distribution in accordance with agreements between
     Settlement Class Counsel and the Settlement Class Members the sum of
     five million five hundred thousand dollars ($5.5 million).  The
     Settlement Class represents that the Settlement Amount shall be
     allocated as follows:  $100,000 for the remediation of each
     Condominium Unit listed on Exhibit 1 and related fees and costs and
     $100,000 (collectively) for Association Nos. 1 through 5.  Arvida/JMB
     shall have no duty to any Settlement Class Member or to any other
     Person to ensure or oversee any application of such funds.










                                   9


<PAGE>


     5.    COOPERATION BEFORE AND AFTER THE CLOSING DATE.  Settlement
Class Members and Arvida/JMB agree to cooperate at their own expense, and
to cause their respective counsel to cooperate, after the date hereof in
order to effect the transactions contemplated by this Settlement Agreement.

In addition, after the Closing Date upon a Party's reasonable request and
at the requesting Party's expense, the Settlement Class and Arvida/JMB
agree to make available to each other (i) their respective experts and
consultants engaged in connection with the Lawsuit with respect to any
inspection, previously done, of any Disney Indemnity Units, (ii) evidence
and experts' reports concerning the Disney Indemnity Units for the
requesting Party's use, and (iii) the Disney Indemnity Units for inspection
upon reasonable prior notice in connection with the prosecution and/or
defense of their Claims or any other rights or remedies against Disney
and/or any of its Affiliates.

     6.    CLAIMS AGAINST DISNEY AND ITS AFFILIATES.  To the extent that
the Parties have Claims or any other rights or remedies against Disney or
any of its Affiliates, it is the Parties' intent that nothing in this
Settlement Agreement, the Mutual General Release or any other Related
Agreement shall release, alter, hinder, abrogate or otherwise affect, and
all Parties hereby reserve, the Parties' rights to pursue 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.

     7.    DISCLOSURE OF SETTLEMENT.  Until the Closing Date, the Parties
will not discuss or disseminate any information regarding this Settlement
Agreement or the transactions contemplated by this Settlement Agreement to
any members of the media or the press, except for the information (if any)
contained in a press release that has been mutually approved by Settlement
Class Counsel and Arvida/JMB.  Settlement Class Counsel may, however,
discuss this Settlement Agreement prior to the Closing Date with Settlement
Class Members and in either settlement discussions or mediation with Disney
and/or any of its Affiliates.  Arvida/JMB may disclose prior to the Closing
Date such terms and conditions of this Settlement Agreement as it
determines may be required by applicable laws, rules and regulations or by
its partnership agreement or other legal instruments by which it is bound
and in either settlement discussions or mediation with Disney and/or any of
its Affiliates.

     8.    MEETING ON CLOSING DATE.  The Parties and their counsel will
meet on the Closing Date at Rumberger, Kirk & Caldwell, PA's offices in
Miami, Florida to deliver or to exchange all the following:

           8.1.  ARVIDA/JMB OBLIGATIONS ON CLOSING DATE.  Subject to the
     satisfaction or occurrence (or waiver by Arvida/JMB) of all
     Settlement Requirements, the performance or fulfillment of all
     covenants and agreements specified by this Settlement Agreement to be
     undertaken by the Settlement Class Members on or before the Closing
     Date, including without limitation the deliveries to be made by the
     Settlement Class Members pursuant to paragraph 8.2, and the delivery
     by Settlement Class Counsel of the opinion set forth in paragraph
     3.4, on the Closing Date Arvida/JMB will:

                 8.1.1.  Pay to Settlement Class Counsel, for the benefit
           of the Settlement Class Members, in immediately available funds
           via wire transfer to a designated account the Settlement
           Amount.

                 8.1.2.  Deliver to each of the Associations a
           counterpart original of the Mutual General Release executed by
           Arvida/JMB, as set forth in Paragraph 4.2.

                 8.1.3.  Deliver to each of the Associations a
           counterpart original of an Indemnification Agreement executed
           by Arvida/JMB, as set forth in paragraph 4.3.




                                  10


<PAGE>


                 8.1.4.  Deliver to the Associations Certificates of Good
           Standing for Arvida/JMB from the Secretary of State of the
           States of Delaware and Florida, a copy of the Certificate of
           Limited Partnership and the Partnership Agreement of
           Arvida/JMB, certified by an officer of the general partner of
           Arvida/JMB, corporate resolutions of the general partner of
           Arvida/JMB, certified as true and correct and in full force and
           effect (without modification, amendment or supplement) by the
           secretary or assistant secretary of the general partner of
           Arvida/JMB, authorizing or approving the execution, delivery
           and performance of the Settlement Agreement and each Related
           Agreement to be executed and delivered by Arvida/JMB and a
           certificate of incumbency from the secretary or assistant
           secretary of the general partner of Arvida/JMB for the officers
           of such general partner.

           8.2.  OBLIGATIONS OF THE SETTLEMENT CLASS ON CLOSING DATE.
     Subject to the satisfaction or occurrence (or waiver by Arvida/JMB)
     of all Settlement Requirements and the performance or fulfillment of
     all covenants and agreements specified by this Settlement Agreement
     to be undertaken by Arvida/JMB on or before the Closing Date,
     including without limitation the payment or delivery to be made by
     Arvida/JMB pursuant to paragraph 8.1, on the Closing Date the
     Settlement Class Members will:

                 8.2.1.  Deliver to Arvida/JMB a counterpart original of
           the Mutual General Release executed by each of the
           Associations, as set forth in paragraph 4.2.

                 8.2.2.  Deliver to Arvida/JMB counterpart originals of
           the Indemnification Agreements executed by the Associations, as
           set forth in paragraph 4.3.

                 8.2.3.  Deliver to Arvida/JMB originals of the Notices
           of Settlement executed by the Associations, as set forth in
           paragraph 4.4.

                 8.2.4.  Either (i) deliver to Arvida/JMB lists of the
           names and addresses of all Persons owning legal title to each
           Condominium Unit listed on Exhibit 1 as of the Closing Date and
           certified by the appropriate corporate secretary, as set forth
           in paragraph 4.1 or (ii) advise Arvida/JMB in writing on the
           Closing Date of the date (not later than thirty (30) days after
           the Closing Date) on which any such list will be delivered to
           Arvida/JMB.

                 8.2.5.  Deliver to Arvida/JMB written opinions of
           Settlement Class Counsel to the effect that (i) each of this
           Settlement Agreement and the Mutual General Release has been
           duly authorized and validly executed by each of the
           Associations, on behalf of itself and its members; and (ii)
           each Indemnification Agreement and each Notice of Settlement
           has been duly authorized and validly executed by Association
           No. 1, Association No. 2, Association No. 3, Association No. 4,
           Association No. 5, Association No. 6, Association No. 7 or
           Association No. 9, as the case may be, on behalf of itself and
           its members.

                 8.2.6.  Deliver to Arvida/JMB the certificate or
           certificates of insurance for each Association evidencing the
           comprehensive general liability insurance coverage referred to
           in paragraph 9.6, as set forth in paragraph 4.3.








                                  11


<PAGE>


                 8.2.7.  Deliver to Arvida/JMB such certificates and
           other documents (including, without limitation, copies of the
           declaration of condominium, the articles of incorporation or
           charter and the by-laws for each of the Associations, certified
           as true and correct by the Secretary of State of the State of
           Florida or by the corporate secretary of each such Association;
           a Certificate of Good Standing for each Association from the
           Secretary of State of the State of Florida; copies of corporate
           resolutions of each Association, certified as true and correct
           and in full force and effect (without modification, amendment
           or supplement) by the corporate secretary of each such
           Association, specifically approving and authorizing the
           execution, delivery and performance by such Association, on
           behalf of itself and its members, of this Settlement Agreement
           and each Related Agreement to which such Association is a
           party; a certificate of incumbency from the corporate secretary
           of each Association for the officers of such Association and
           copies of minutes of meetings for each Association's board of
           directors and/or members, certified by the corporate secretary
           of such Association) as Arvida/JMB may reasonably request to
           demonstrate that each of the Associations is duly organized and
           in good standing under the laws of the State of Florida, that
           each Association has approved the Settlement Agreement and each
           Related Agreement to which it is a party and that each
           Association and its members have otherwise taken all action
           required to be performed by it or them under the Settlement
           Agreement or any Related Agreement on or before the Closing
           Date.

     9.    SETTLEMENT CLASS MEMBERS' REPRESENTATIONS, WARRANTIES AND
COVENANTS.  The Settlement Class Members represent and warrant or covenant,
as the case may be, to Arvida/JMB as follows:

           9.1.  CORPORATE STANDING.  Each of the Associations is a duly
     organized, validly existing, Florida corporation not for profit, in
     good standing under the laws of the State of Florida.

           9.2.  AUTHORITY AND ENFORCEABILITY.  Each of the Associations
     has all requisite right, power, and authority under its
     organizational documents and applicable laws to execute and deliver
     this Settlement Agreement, the Mutual General Release and the
     Indemnification Agreement to which it is to be a party and to
     consummate the transactions contemplated hereby and thereby, and each
     of this Settlement Agreement, the Mutual General Release and the
     Indemnification Agreements, when executed and delivered by the
     Associations, will constitute the legal, valid and binding
     obligations of Settlement Class Members, enforceable in accordance
     with its terms, subject to bankruptcy, insolvency and similar laws
     affecting creditors' rights generally and to limitations on the
     availability of equitable remedies.

           9.3.  NO OTHER CLAIMS.  Except for the obligations and
     undertakings of Arvida/JMB set forth in this Settlement Agreement and
     the Related Agreements, none of the Settlement Class Members has any
     Claim (as defined in paragraph 2.5) against Arvida/JMB or any of its
     Affiliates that will not be released pursuant to the terms of the
     Mutual General Release.













                                  12


<PAGE>


           9.4.  SUBROGATION.  None of the Settlement Class Members or any
     of their Related Parties has previously made a claim against any
     insurance company for any of their Claims against Arvida/JMB or any
     of its Affiliates (or, if any such claim has been made, the
     Settlement Class Members will cause such insurance company to waive
     any and all such claims, including, without limitation, rights of
     subrogation, against Arvida/JMB and its Affiliates, prior to the
     Closing Date), nor is any Settlement Class Member aware of any
     circumstances that would give rise to any insurance company having
     cause to make a subrogation claim (a "Subrogation Claim") against
     Arvida/JMB or any of its Affiliates in connection with any of the
     matters contemplated by this Settlement Agreement.

           9.5.  REMEDIATION SCHEDULE.  The Settlement Class will
     undertake and complete all necessary remediation of their Condominium
     Units and other property in a timely manner under the circumstances
     as determined by the appropriate governmental authorities and in
     consultation with them; PROVIDED, HOWEVER, that Arvida/JMB shall have
     no duty to any Person to enforce the provisions of this paragraph
     9.5.

           9.6.  INSURANCE.  Each Association will maintain, for at least
     a period of 20 months from the Closing Date, comprehensive general
     liability insurance with liability coverage limits at reasonable and
     customary levels in light of the current status of the Condominium
     Units included in the Association's condominium and the anticipated
     remediation to such Condominium Units.  Each Association will provide
     to Arvida/JMB on the Closing Date a certificate or certificates of
     insurance that demonstrate such comprehensive general liability
     insurance coverage.  In addition, each Association will maintain,
     during the remediation of the Condominium Units in the Association's
     condominium, builders' all risk insurance naming Arvida/JMB as an
     additional insured with coverage limits at reasonable and customary
     levels in light of the remediation undertaken for such Condominium
     Units.  In no event shall Arvida/JMB have any duty to any Person to
     enforce the provisions of this paragraph 9.6.

           9.7.  ACCURACY OF LISTS OF OWNERS.  Each list of owners of the
     Condominium Units listed on Exhibit 1 provided to Arvida/JMB by
     Association No. 6, Association No. 7 and Association No. 9 in
     accordance with paragraph 4.1 is true and correct as of the Closing
     Date.

           9.8.  COVENANT TO NOT OPPOSE REMEDIAL PLANS AND REMEDIATION BY
     ASSOCIATION NO. 8.  None of the Associations will undertake any
     action to interfere with the remedial actions, plans and activities
     (collectively, the "Remedial Plans") of Association No. 8 and its
     members to address the Deficiency Notices and related matters with
     regard to the remediation of the Condominium Units in the condominium
     of Association No. 8, nor will any of the Associations cause the
     Lakes of the Meadow Village Homes Master Maintenance Association (or
     any other association or any committee in the Village Homes with
     authority to review or otherwise pass upon the Remedial Plans) to
     reject the Remedial Plans, including, the use of shotcrete as part of
     such Remedial Plans, provided that the Remedial Plans are consistent
     with plans approved by the Department of Building and Zoning of
     Miami-Dade County, Florida.  Nothing herein shall constitute an
     admission of any of the Parties that the Lakes of the Meadow Village
     Homes Master Maintenance Association (or any other association or
     committee in the Village Homes) has any authority to reject the
     Remedial Plans.

           9.9.  BANKRUPTCY OF THE ASSOCIATIONS.  None of the Associations
     is contemplating seeking protection from creditors under the United
     States Bankruptcy Code or taking advantage of insolvency or other
     laws affecting the rights of creditors generally.




                                  13


<PAGE>


     10.   JOINT REPRESENTATION, WARRANTY AND COVENANT OF THE SETTLEMENT
CLASS AND SETTLEMENT CLASS COUNSEL REGARDING ATTORNEYS' AND EXPERTS' FEES
AND EXPENSES.  The Settlement Class Members and Settlement Class Counsel
represent, warrant and covenant to Arvida/JMB that the Settlement Amount
will be the sole source of any attorneys', experts' and consultants' fees,
costs and expenses owed to any of them by Arvida/JMB or its Affiliates, and
neither the Settlement Class Members nor Settlement Class Counsel will seek
in the future any such fees, costs or expenses in connection with the
Lawsuit from Arvida/JMB or any other Person with respect to any Condominium
Units sold by Arvida/JMB or its Affiliates identified on Exhibit 1.

     11.   SETTLEMENT CLASS COUNSEL'S REPRESENTATION, WARRANTY AND
COVENANT REGARDING ASSOCIATION NO. 8.  Settlement Class Counsel represents,
warrants and covenants to Arvida/JMB that it currently does not, and in the
future will not, represent any Person with respect to a matter or interest
adverse to Association No. 8's efforts to obtain any necessary approvals
for, and to effect the implementation of, the Remedial Plans.

     12.   ARVIDA/JMB'S REPRESENTATIONS.  Arvida/JMB represents and
warrants to the Settlement Class as follows:

           12.1. PARTNERSHIP STANDING. Arvida/JMB is a duly organized,
     validly existing Delaware limited partnership in good standing under
     the laws of the State of Delaware and authorized to do business in
     the State of Florida.

           12.2. AUTHORITY AND ENFORCEABILITY. Arvida/JMB has all
     requisite right, power and authority under its organizational
     documents and applicable laws to execute and deliver this Settlement
     Agreement, the Mutual General Release and the Indemnification
     Agreements and to consummate the transactions contemplated hereby and
     thereby by and through its general partner, Arvida/JMB Managers,
     Inc., and each of this Settlement Agreement, the Mutual General
     Release and the Indemnification Agreements, when executed and
     delivered by or on behalf of Arvida/JMB, will constitute the legal,
     valid and binding obligation of Arvida/JMB, enforceable in accordance
     with its terms, subject to bankruptcy, insolvency and other laws
     affecting creditors' rights generally and to limitations on the
     availability of equitable remedies.

           12.3. NO OTHER CLAIMS.  Except for the obligations and
     undertakings of Settlement Class Members set forth in this Settlement
     Agreement and the Related Agreements, Arvida/JMB does not have any
     Claim (as defined in paragraph 2.5) against any Settlement
     Class Members that will not be released pursuant to the terms of the
     Mutual General Release.

           12.4. BANKRUPTCY OF ARVIDA/JMB.  Arvida/JMB is not
     contemplating seeking protection from creditors under the United
     States Bankruptcy Code or taking advantage of insolvency or other
     laws affecting the rights of creditors generally.

           12.5. FINANCIAL ABILITY TO PAY SETTLEMENT AMOUNT.  Arvida/JMB
     has sufficient available funds to pay the Settlement Amount as
     contemplated herein.

     13.   ACCURACY AND SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
COVENANTS.  The Settlement Class Members represent and warrant to
Arvida/JMB that each of the representations and warranties contained in
paragraph 9 is true and correct in all material respects on the date hereof
and will be true and correct in all material respects on the Closing Date.
It shall be a condition precedent to Arvida/JMB's performance of its
obligations under paragraph 8.1 that the representations and warranties
contained in paragraph 9 are true and correct in all material respects on
the Closing Date.  Arvida/JMB represents and warrants to the Settlement
Class Members that each of the representations and warranties contained in
paragraph 12 is true and correct in all material respects on the date
hereof and will be true and correct in all material respects on the Closing


                                  14


<PAGE>


Date.  It shall be a condition precedent to the Settlement Class Members'
performance of their obligations under paragraph 8.2 that the
representations and warranties contained in paragraph 12 are true and
correct in all material respects on the Closing Date.  Each of the
representations, warranties and covenants contained in this Settlement
Agreement shall survive the closing of the transactions set forth in this
Settlement Agreement and the Related Agreements.

     14.   GOVERNING LAWS.  The Parties agree that this Settlement
Agreement shall be governed by and be construed in accordance with the
internal laws of the State of Florida.

     15.   RETAINING JURISDICTION.  The Parties agree that the Court shall
retain jurisdiction to implement, construe, interpret and enforce the
Settlement and all transactions contemplated by it.

     16.   TIME OF ESSENCE.  Time is of the essence in this Settlement
Agreement and all of its terms and conditions.

     17.   ASSIGNMENT OF SETTLEMENT AGREEMENT AND RELATED AGREEMENTS.
Arvida/JMB's rights and obligations under this Settlement Agreement and
each Related Agreement may be assigned or delegated to another Person, but
such assignment or delegation shall not relieve Arvida/JMB of its
obligations under this Settlement Agreement and the Related Agreements,
except as provided in the following sentence.  Arvida/JMB's rights and
obligations under this Settlement Agreement and each Related Agreement
shall be automatically assigned or delegated to any Person who acquires all
or substantially all of the assets and liabilities of Arvida/JMB (whether
by merger, by contract or otherwise), and thereafter Arvida/JMB shall have
no rights or obligations under this Settlement Agreement or any Related
Agreement.  No Association may assign or delegate any rights or obligations
(whether on behalf of itself or any of its members) under this Settlement
Agreement or any Related Agreement without the prior written consent of
Arvida/JMB, and any purported assignment or delegation of any such rights
or obligations without the prior written consent of Arvida/JMB shall be
null and void and of no force or effect.

     18.   TERMINATION.  This Settlement Agreement may be terminated prior
to the Court's entry of the Final Judgment upon written notice:  (a) by
either the Settlement Class acting through Settlement Class Counsel, on the
one hand, or Arvida/JMB, on the other hand, if the other party has
committed a material breach of this Settlement Agreement, and such breach
remains uncured for ten (10) business days after written notice to such
party; (b) by either the Settlement Class acting through Settlement Class
Counsel or Arvida/JMB if the Court, through an order, ruling or otherwise,
effects a material change in the terms and provisions of this Settlement
Agreement, the Preliminary Approval Order, the Final Judgment (including
the Final Order of Dismissal with Prejudice), or any other Related
Agreement; (c) by either the Settlement Class acting through Settlement
Class Counsel or Arvida/JMB, in its sole and absolute discretion, if the
owners of more than three (3) Condominium Units listed on Exhibit 1 file
timely and effective exclusions from the Settlement Class and the Court
determines that such owners are excluded from the Settlement Class; (d) by
Arvida/JMB, in its sole and absolute discretion, if any Association files a
timely and effective exclusion from the Settlement Class and the Court
determines that such Association is excluded from the Settlement Class; or
(e) by either the Settlement Class acting through Settlement Class Counsel
or Arvida/JMB, in its sole and absolute discretion, at any time after
May 1, 2004, if the Court has not entered the Final Judgment on or before
such date.  Upon any such termination, this Settlement Agreement shall be
void and have no further force or effect, and the Parties shall immediately
return to their respective positions prior to the execution by the Parties
of this Settlement Agreement, and thereafter this Settlement Agreement
shall have no effect on their respective various rights, Claims and
defenses.

     19.   NO ADMISSION OF LIABILITY.  Except in connection with an action
or proceeding to enforce or give effect to the terms and provisions hereof
or any Related Agreement, neither this Settlement Agreement, any document

                                  15


<PAGE>


referred to herein, any document prepared in connection herewith, nor any
action taken to effect the Settlement is, or may be construed as, or may be
used as or offered as, evidence of, or an admission or concession by or
against any Party, its Related Parties or Affiliates on any point of fact
or law raised in the Lawsuit or otherwise, or of any alleged error, fault,
wrongdoing or liability whatsoever.

     20.   USE OF THE SETTLEMENT AGREEMENT.  Notwithstanding any other
provision hereof, Arvida/JMB may file this Settlement Agreement, the Mutual
General Release, the Indemnification Agreements and/or any other Related
Agreement (including the Final Judgment) in (i) any action that may be
brought against it or any of its Affiliates that asserts any of the
Released Claims in order to support a defense or claim based on principles
of res judicata, collateral estoppel, accord and satisfaction, release,
good faith settlement, judgment bar or reduction or any other theory of
claim preclusion or issues preclusion or similar defense, (ii) any action
that may be brought by it or its Affiliates to assert a claim or right
hereunder or thereunder, or (iii) any action involving Disney or any of its
Affiliates.

     21.   DRAFTING OF AGREEMENTS.  This Settlement Agreement and each
Related Agreement were drafted by all the Parties and their counsel with
each having an equal right to review, comment, and draft specific
provisions.  Accordingly, in the event of any dispute or suit related to
the interpretation of this Settlement Agreement, any Related Agreement or
any of their respective terms, no provision hereof or thereof will be
construed against another Party as the draftsman of such agreement.

     22.   ENTIRE AGREEMENT.  This Settlement Agreement, along with the
Related Agreements (including the Final Judgment) and any other instruments
or documents contemplated hereby or thereby, constitutes the entire
agreement of the Parties with respect to the Settlement of the Lawsuit, and
supersedes all of their prior agreements and understandings in respect of
the Settlement.  This Settlement Agreement may not be modified or amended
except by an instrument in writing signed by each of the Associations on
behalf of the Settlement Class Members and Arvida/JMB and approved by the
Court.

     23.   INDEPENDENT JUDGMENT.  The Parties have executed this
Settlement Agreement upon their independent judgment and upon the advice of
their counsel without any warranties and representations, express or
implied, of any kind or nature from each other except as otherwise
specifically set forth in this Settlement Agreement.  The Parties
acknowledge that this Settlement Agreement and each Related Agreement, as
well as the transactions contemplated hereby and thereby, were negotiated
at arms' length with each Party having its own counsel and exercising its
individual and independent judgment.

     24.   BINDING AGREEMENT.  This Settlement Agreement shall be binding
upon and inure to the benefit of the Parties hereto, their successors and
permitted assigns.

     25.   HEADINGS.  All headings used in this Settlement Agreement are
for convenience and reference purposes only and shall not be considered as
part of this Settlement Agreement, nor shall they be deemed to limit or
otherwise affect any of the terms or provisions hereof.

     26.   NOTICES.  All notices and other communications hereunder shall
be in writing and shall be deemed to have been given (a) when delivered in
person, or (b) when a facsimile is sent by telecopier (with receipt
confirmed), or (c) when sent by first class certified or registered mail,
postage prepaid, return receipt requested, or (d) on receipt after being
sent by overnight delivery; provided that in each case they are addressed
as follows:






                                  16


<PAGE>



           IF TO ARVIDA/JMB:      Arvida/JMB, Partners, L.P.
                                  900 North Michigan Avenue
                                  Suite 1400
                                  Chicago, IL  60611
                                  Facsimile: (312) 915-1023
                                  Attention:  Gary Nickele, Esq.

                                  with a copy to:

                                  John Bond Atkinson, Esq.
                                  Rumberger, Kirk & Caldwell,
                                  Professional Association
                                  Brickell Bayview Center
                                  Suite 3000
                                  80 Southwest 8th Street
                                  Miami, FL  33130-3047
                                  Facsimile:  (305) 371-7580

                                  Hugh J. Totten, Esq.
                                  Perkins Coie LLC
                                  224 South Michigan Avenue
                                  13th floor
                                  Chicago, IL 60604
                                  Facsimile:   (312) 341-1689

           IF TO ANY SETTLEMENT
           CLASS MEMBERS:         c/o Charles Papy, Esq.
                                  Duane Morris LLP
                                  200 South Biscayne Blvd.
                                  Suite 3410
                                  Miami, FL  33131
                                  Facsimile:  (305) 960-2201

                                  with a copy to:

                                  Howard M. Hoffmann, Esq.
                                  Duane Morris LLP
                                  227 West Monroe Street
                                  Suite 3400
                                  Chicago, IL  60606
                                  Facsimile:  (312) 499-6701

           Any Party may change its address for sending notices by
providing written notice of such change in accordance with this paragraph.

     27.   COUNTERPARTS.  This Settlement Agreement may be executed in
counterparts and shall constitute an agreement binding on all the Parties
hereto notwithstanding that all Parties are not signatories to the original
or the same counterpart.  Facsimile signature pages may be transmitted by
telecopier, and when received shall have the same force and effect as if
executed as an original.

     28.   FURTHER ASSURANCES.  Each Party agrees to execute and deliver
to another Party such further agreements, instruments or other documents
and to do such other acts, in each case as the other Party may reasonably
request, in order to permit the recordation of the Notices of Settlement in
the public records of Miami-Dade County, Florida or to carry out the
purposes or intentions of this Settlement Agreement or any Related
Agreement.

     29.   WAIVER.  The waiver by one Party of any breach of this
Settlement Agreement by any other Party shall not be deemed a waiver of any
prior or subsequent breach of this Settlement Agreement.

     30.   PREVAILING PARTY ATTORNEYS' FEES AND COSTS.  In the event any
legal action or proceeding is undertaken to interpret any of the terms of
this Settlement Agreement or any Related Agreement or as a result of an
alleged breach of this Settlement Agreement or any Related Agreement, the

                                  17


<PAGE>


prevailing party shall be entitled to recover all reasonable costs and
expenses of said proceeding or action, including reasonable attorneys' fees
and expenses.

     31.   LIMITATION OF LIABILITY.  Notwithstanding anything to the
contrary in this Settlement Agreement or any Related Agreement, no present
or future constituent partner in or agent of Arvida/JMB, nor any
shareholder, officer, director, member, employee, trustee, beneficiary or
agent of any corporation, trust or other entity that is or becomes a
constituent partner in Arvida/JMB, shall be personally liable, directly or
indirectly, under or in connection with this Settlement Agreement, or any
agreement, instrument, certificate or other document securing or otherwise
executed in connection with this Settlement Agreement (including any
Related Agreement), or any amendments or modifications to any of the
foregoing made at any time or times; and all Settlement Class Members and
each of their respective successors and permitted assigns hereby waive any
such personal liability.  For purposes of this Settlement Agreement, and
any such agreements, instruments, certificates and other documents, and any
such amendments or modifications, neither the negative capital account of
any constituent partner in Arvida/JMB, nor any obligation of any
constituent partner in Arvida/JMB to restore a negative capital account or
to contribute capital to Arvida/JMB or to any other constituent partner in
Arvida/JMB, shall at any time be deemed to be the property or an asset of
Arvida/JMB or any such other constituent partner (and neither the
Settlement Class Members nor any of their respective successors or
permitted assigns shall have any right to collect, enforce or proceed
against or with respect to any such negative capital account or partner's
obligation to restore or contribute).  As used in this paragraph, a
"constituent partner" in Arvida/JMB shall mean any direct partner in
Arvida/JMB and any Person that is a partner or member in any partnership or
limited liability company that directly or indirectly through one or more
other partnerships or limited liability companies is a partner in
Arvida/JMB.

     32.   SURVIVABILITY.  The rights and obligations of the Parties in
this Settlement Agreement and each Related Agreement shall survive the
Effective Final Judgment Date and the Closing Date.

     33.   PROVISIONS SEVERABLE.  The terms and provisions of this
Settlement Agreement are severable.  In the event that any term or
provision of this Settlement Agreement 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
Settlement Agreement shall be construed to be in full force and effect.

     34.   CERTAIN RULES OF CONSTRUCTION.  Unless the context otherwise
indicates, the following rules shall apply in construing the provisions of
this Settlement Agreement:

           (i)   Terms that connote or imply gender shall be construed to
     apply to all genders.

           (ii)  References to paragraphs or Exhibits refer to the
     numbered paragraphs of, or the Exhibits attached to, this Settlement
     Agreement, and references to any numbered paragraph herein (e.g.,
     paragraph 8.2) include all numbered paragraphs included as sub-parts
     (e.g., paragraphs 8.2.1, 8.2.2, etc.) of such numbered paragraph.

           (iii) Terms such as "herein," "hereof," "hereto," "hereunder"
     and words of similar import refer to this Settlement Agreement.

           (iv)  The term "including" connotes "including without
     limitation."

                      [SIGNATURE PAGES TO FOLLOW]




                                  18


<PAGE>


     IN WITNESS HEREOF, the Parties have executed and delivered this
Settlement Agreement on the date set forth above.

                            SETTLEMENT CLASS:

                            LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM
                            NO. ONE MAINTENANCE ASSOCIATION, INC.,
                            a Florida corporation not for profit,
                            on its behalf and on behalf of its members.

Witness: Ed Cambugliano     By:     /s/ Lazaro Cazeras
         --------------             ------------------------------
                            Name:   Lazaro Cazeras
                                    ------------------------------
                            Title:  Pres. & Mediation Rep.
                                    ------------------------------


                            LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM
                            NO. TWO MAINTENANCE ASSOCIATION, INC.,
                            a Florida corporation not for profit,
                            on its behalf and on behalf of its members.

Witness: Ed Cambugliano     By:     /s/ Patricia Chaudry
         --------------             ------------------------------
                            Name:   Patricia Chaudry
                                    ------------------------------
                            Title:  Pres. & Mediation Rep.
                                    ------------------------------


                            LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM
                            NO. THREE MAINTENANCE ASSOCIATION, INC.,
                            a Florida corporation not for profit,
                            on its behalf and on behalf of its members.

Witness: Ed Cambugliano     By:     /s/ Eileen Rosado
         --------------             ------------------------------
                            Name:   Eileen Rosado
                                    ------------------------------
                            Title:  Vice President/Pres.
                                    ------------------------------

                            LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM
                            NO. FOUR MAINTENANCE ASSOCIATION, INC.,
                            a Florida corporation not for profit,
                            on its behalf and on behalf of its members.

Witness: Ed Cambugliano     By:     /s/ Catalina Guidren Y Castillo
         --------------             -------------------------------
                            Name:   Catalina Guidren Y Castillo
                                    -------------------------------
                            Title:  President
                                    -------------------------------


                            LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM
                            NO. FIVE MAINTENANCE ASSOCIATION, INC.,
                            a Florida corporation not for profit,
                            on its behalf and on behalf of its members.

Witness: Ed Cambugliano     By:     /s/ Generoso Reyes
         --------------             ------------------------------
                            Name:   Generoso Reyes
                                    ------------------------------
                            Title:  Mediation Rep.
                                    ------------------------------



                                  19


<PAGE>


                            LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM
                            NO. SIX MAINTENANCE ASSOCIATION, INC.,
                            a Florida corporation not for profit,
                            on its behalf and on behalf of its members.

Witness: Nancy Fenton       By:     /s/ Eduardo Mendez
         --------------             ------------------------------
                            Name:   Eduardo Mendez
                                    ------------------------------
                            Title:  Mediation Representative
                                    ------------------------------


                            LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM
                            NO. SEVEN MAINTENANCE ASSOCIATION, INC.,
                            a Florida corporation not for profit,
                            on its behalf and on behalf of its members.

Witness: Ed Cambugliano     By:     /s/ Maria Oramas
         --------------             ------------------------------
                            Name:   Maria Oramas
                                    ------------------------------
                            Title:  President & Med. Rep
                                    ------------------------------


                            LAKES OF THE MEADOW VILLAGE HOMES CONDOMINIUM
                            NO. NINE MAINTENANCE ASSOCIATION, INC.,
                            a Florida corporation not for profit,
                            on its behalf and on behalf of its members.

Witness: Ed Cambugliano     By:     /s/ William Aylsworth
         --------------             ------------------------------
                            Name:   William Aylsworth
                                    ------------------------------
                            Title:  President and Mediation Rep.
                                    ------------------------------

































                                  20


<PAGE>


                            SETTLEMENT CLASS COUNSEL:

                            Duane Morris LLP


                            By:     /s/ Howard M. Hoffmann
                                    ------------------------------
                                    Howard M. Hoffmann, Esq.
                                    Its:     Partner

                            Execution by Settlement Class Counsel
                            also evidences its agreement with the
                            provisions of paragraphs 3.4, 10 and
                            11 in this Settlement Agreement.
























































                                  21


<PAGE>


                            ARVIDA/JMB:

                            ARVIDA/JMB PARTNERS, L.P., a Delaware
                            limited partnership d/b/a Arvida/JMB
                            Partners, Ltd., by and through its general
                            partner, ARVIDA/JMB MANAGERS, INC.,
                            a Delaware corporation


                            By:     /s/ Gary Nickele
                                    ------------------------------
                                    Gary Nickele
                                    Its:     President



                            ARVIDA/JMB'S COUNSEL:

                            RUMBERGER, KIRK & CALDWELL,
                            PROFESSIONAL ASSOCIATION


                            By:     /s/ John Bond Atkinson
                                    ------------------------------
                                    John Bond Atkinson
                                    Its:     Partner



                            PERKINS COIE LLC


                            By:     /s/ Hugh J. Totten
                                    ------------------------------
                                    Hugh J. Totten
                                    Its:     Partner


































                                  22

</TEXT>
</DOCUMENT>
