EMPLOYMENT AGREEMENT: ALFRED HOFFMAN, JR.
 
 
                              AMENDED AND RESTATED
                              EMPLOYMENT STATEMENT
                             (Alfred Hoffman, Jr.)
 
 
 
     THIS AGREEMENT is made as of January 1, 1999, by and between WATERMARK
COMMUNITIES INC., a Delaware Corporation ("Employer") and ALFRED HOFFMAN, JR.
("Employee").
 
                                R E C I T A L S
 
     Employer and its affiliated entities are in the business of acquiring,
improving, developing, leasing and selling land and operating businesses
related to or arising out of the land activities. Employer desires to employ
Employee as its Chief Executive Officer and Employee desires to accept such
employment on the terms and conditions provided in this Agreement.
 
     Employee entered into an Employment Agreement as of July 24, 1995 with WCI
Communities Limited Partnership ("WCI Limited Partnership"). On November 30,
1998, WCI Limited Partnership assigned the Employment Agreement to Employer.
Employer and Employee now wish to amend and restate the Employment Agreement.
 
     NOW, THEREFORE, in consideration of the agreements set forth herein, the
parties agree as follows:
 
 
1.   Definitions
 
     1.1  34 ACT - The Securities Exchange Act of 1934, as amended from time to
          time.
 
     1.2  ADVANCES - Amounts to be loaned to Employee on a regular basis as
          advances against future Bonus, to cover the difference between Base
          Compensation and $1,235,000, as provided in Section 4.4.
 
     1.3  AFFILIATE - Each subsidiary, joint venture or other entity in which
          Employer now has or hereafter has a direct or indirect controlling
          equity interest.
 
     1.4  BASE COMPENSATION - Seven Hundred Thousand Dollars ($700,000) per
          year, to be paid in equal monthly installments, as adjusted by the
          Board pursuant to Section 4.1 from time to time.
 
     1.5  BOARD - The board of directors of Employer.
 
     1.6  BONUS - Annual performance-based compensation payment, based upon
          satisfaction of Bonus Criteria.
 
     1.7  BONUS CRITERIA - Objective performance criteria established by the
          Board for each year, to apply on an annual basis, to determine whether
          Employee entitled to a Bonus for such year. Bonus Criteria for the
          1999 fiscal year shall be the same
 
<PAGE>   2
         for all executive employees. After fiscal 1999, the Board may determine
         Bonus Criteria for Employee which is different from that which is used
         for other executive employees.
 
1.8   CAUSE-
 
      (a)   gross negligence or willful criminal misconduct in the performance
            by Employee of his duties and responsibilities hereunder; including
            the supervision of others; or
 
      (b)   negligence in the performance of his duties or supervision of
            others; or
 
      (c)   conviction of Employee of the commission of any act which is a
            felony; or
 
      (d)   failure by Employee to devote substantially all of his business time
            to the performance of his duties hereunder.
 
1.9   CHANGE OF CONTROL - A Change in Control shall be deemed to have occurred
      if:
 
      (a)   at any time prior to the time that the Employer has a class of
            voting equity securities (or securities convertible into voting
            equity securities) registered under the 34 Act:
 
             (i)  the persons and entities who have the right to vote more than
                  50% of the outstanding voting equity securities of the
                  Employer on the date of this Agreement no longer have the
                  right to vote more than 50% of such voting equity securities,
                  or
 
             (ii) any persons and entities who, on the date of this Agreement,
                  did not have the right to vote at least 25% of the outstanding
                  voting equity securities of the Employer on the date of this
                  Agreement obtain the right to vote more than 50% of such
                  voting equity securities; or
 
      (b)   at any time when the Employer has any class of voting equity
            securities (or securities convertible into voting equity securities)
            registered under the 34 Act:
 
             (i)  any person, or group of persons acting in consent, who prior
                  to such acquisition were the "beneficial owners" (as such term
                  is defined in Securities and Exchange Commission Rule 13d-3)
                  of less than 25% of the outstanding voting securities of the
                  Employer become the beneficial owners of, or obtain the right
                  to acquire in the future the beneficial ownership of, a
                  sufficient number of such voting securities that it is or they
                  are or have or will have the right to become the beneficial
                  owners of 25% or more of such voting securities of the
                  Employee; or
 
                                       2
<PAGE>   3
          (ii)  any person, or any group of persons acting in consent, who were
                the beneficial owners of 25% or more but less than 50% of the
                outstanding voting securities of the Employer become the
                beneficial owners of or obtain the right to acquire in the
                future the beneficial ownership of an additional 10% or such
                outstanding voting securities of the employer; or
 
          (iii) any person, or any group of persons acting in consent who were
                the beneficial owners of less than 50% of the outstanding voting
                securities of the Employer become the beneficial owners of (or
                obtain the right to acquire in the future the beneficial
                ownership of) 50% or more of the outstanding voting securities
                of the Employer;
 
     provided, however, that a Change in Control shall not be deemed to have
     occurred under this Section: (i) as a result of customary agreements
     between the Employer and underwriters, and among underwriters and selling
     group members, in connection with a bona fide public offering, or (ii) in
     connection with the giving of a revocable proxy in a solicitation subject
     to the 34 Act and not reportable under Section 13D of the 34 Act.
 
1.10 CONSULTATION PERIOD -- The period beginning on the date that Employee
     becomes a consultant under Section 5.6 and ending on the earlier of:
 
     (a)  the date which is five years after the date Employee becomes a
          consultant under Section 5.6, and
 
     (b)  June 30, 2005.
 
1.11 DISABLED -- Employee shall be deemed Disabled if he is unable to perform
     his duties hereunder for a period in excess of one hundred eighty (180)
     consecutive days, and in such case the date on which he shall be deemed
     Disabled shall be the 181st day.
 
1.12 EMPLOYMENT TERM -- The period during which Employee is an employee of the
     Employer under this Agreement, which shall include the Initial Term and
     each Renewal Term.
 
1.13 INITIAL TERM -- A period of four (4) years, beginning as of the date hereof
     and ending on the close of business, December 31, 2002.
 
1.14 INVOLUNTARY TERMINATION -- As defined in Section 2.
 
1.15 IPO DATE -- The date of the closing of an initial firm commitment public
     offering by Employer or by any Affiliate for equity securities of Employer
     or such Affiliate.
 
                                       3
<PAGE>   4
     1.16  NONRENEWAL DATE - Any date by which either Employer or Employee may
           notify the other that the Employee's employment shall not be
           automatically renewed for the next Renewal Term, which, if given
           during the Initial Term, must be given no later than 180 days prior
           to the end of the Initial Term, and if given during any Renewal Term,
           must be given no later than 90 days prior to the end of such Renewal
           Term.
 
     1.17  PRE-DISABILITY PERIOD - A period beginning on the date when the Board
           determines, in good faith, that as a result of illness, impairment or
           other disability, Employee is unable to perform substantially all of
           the material duties of his employment hereunder, and ending on the
           first to occur of (a) the 181st day after such date of determination
           (b) the 181st day after such date of determination (b) the date
           Employee is Disabled (c) the date when a court of competent
           jurisdiction shall finally determine that Employee is able to perform
           all of the duties of his employment hereunder and (d) the date that
           the Board determines that the Pre-Disability Period has ended.
 
     1.18  RENEWAL TERM - Each one (1) year period following the Initial Term
           that Employee's employment is renewed under Section 3.
 
2. EMPLOYMENT
 
   Subject to all of the terms and conditions herein provided, Employer hereby
employs Employee as Chief Executive Officer of Employer, with the powers and
duties normally incident to such position in an entity of the size and type,
and operating in the same business as the Employer and its Affiliates.
Employee's duties shall include, but shall not be limited to, overall executive
supervision and management of the business of Employer, strategic planning,
executing strategic plans, approval of material documents and execution or
delegation of execution of material documents. Employee shall devote
substantially all of his business time to the business of the Employer. All
executive employees of the Employer and of its Affiliates (other than Don E.
Ackerman) shall report to Employee or shall report to persons who report to
Employee. Employee shall perform such other duties, consistent with the
position of Chief Executive Officer, as shall be determined by the Board from
time to time. Employee accepts such employment and agrees that he shall devote
the time, attention, and skills necessary to perform the duties of Chief
Executive Officer of Employer. Employee shall be subject to the supervision,
direction and control of the Board and shall report to the Board as a
whole. The Board shall not appoint any individual to whom Employee shall report,
or who shall have the right to supervise Employee, provided, however, that this
provision shall not limit the right of the Board to designate a person or
persons (who shall be a member of or members of the Board) to coordinate the
reporting relationship. Employee's duties and authority may be expanded or
curtailed in whole or in part at any time and from time to time by the Board.
Employer will provide Employee with written notice specifying the extent to
which his duties or authority is modified. Notwithstanding the foregoing, if
the Board changes Employee's title, working conditions or specifies duties so
that Employee's powers and duties are diminished or reduced in any material
respect, or include powers, duties or working conditions which are materially
inconsistent with the title of "Chief Executive Officer," or if the Board
changes the reporting
 
                                       4
<PAGE>   5
relationship so that Employee reports to another officer or person, other than
to the Board as a whole, or any employee of Employer or any Affiliate (other
than Don E. Ackerman) reports to any person other than through the reporting
relationship which terminates exclusively with Employee, then at any time
thereafter at Employee's option and upon thirty (30) days notice and provided
that such changes shall not have been rescinded or corrected to the reasonable
satisfaction of Employee within such thirty (30) day period, Employee shall
have the right to terminate the employment relationship (an "INVOLUNTARY
TERMINATION"); provided, however, that nothing in this sentence shall restrict
the Board from changing duties and reporting relationships during the pendency
of a Pre-Disability Period, and during such period, Employee shall not have the
right to terminate the employment relationship under this sentence.
 
3.   PERIOD OF EMPLOYMENT
 
     Except as specifically otherwise provided herein, Employee's employment
shall commence as of the date hereof and shall continue through the Initial
Term. Thereafter, provided Employee is an employee of Employer, Employee's
employment shall be automatically extended for successive Renewal Terms, unless
either Employee notifies Employer, or Employer notifies Employee, that such
employment shall not be automatically renewed on or prior to the applicable
Nonrenewal Date.
 
4.   COMPENSATION
 
     4.1  COMPENSATION PAYMENTS. During the Term, Employer shall pay to Employee
          Base Compensation and Bonus. Base Compensation shall be reviewed from
          time to time, and may be increased, but not decreased, during the
          Employment Term.
 
     4.2  EXPENSE REIMBURSEMENTS. During the Term, Employer shall pay to or
          reimburse Employee for the cost and expense to Employee for
          reasonable expenses incurred in the performance of Employee's duties
          for travel, room and board and entertainment related to the business
          of the Employer and its Affiliates. No amounts shall be paid under
          this Section 4.2 following termination of employment for any reason,
          except to the extent incurred by Employee prior to the date of
          termination.
 
     4.3  BONUS. During the Term, Employer shall pay to Employee each year a
          Bonus determined as follows:
 
          (a)  If Employer and its Affiliates meet 100% or more, but less than
               120%, of the objectives of the Bonus Criteria, Employer shall pay
               to Employee a Bonus in the amount of 120% of Base Compensation.
 
          (b)  If Employer and its Affiliates achieve 120% or more of the
               objectives of the Bonus Criteria, Employer shall pay to Employee
               a Bonus in the amount of 170% of Base Compensation.
 
                                       5
<PAGE>   6
          (c)  If Employer and its Affiliates do not achieve 100% of the
               objectives of the Bonus Criteria, the Board shall determine the
               amount of Bonus of Employee in its sole discretion.
 
 
      4.4  ADVANCES. For a period beginning on the date of this Agreement and
           ending on the IPO Date, Employer shall make Advances to Employee at
           the same time as it makes payments of Base Compensation in equal
           amounts which, together with the payments of Base Compensation will
           result in combined payments of Base Compensation and Advances at the
           annual rate of $1,235,000. On each date when Employee's Bonus has
           been determined, such Bonus shall be applied first to the repayment
           of Advances, and the balance shall be paid to Employee. In the event
           that the amount of Employee's Bonus for any year is not sufficient to
           repay all unpaid Advances, such Advances shall be carried forward,
           and shall be repaid by Employee to Employer at the later of (a) the
           IPO Date or (b) the date on which the Bonus for 1999 shall have been
           determined and is payable. In the event of: (a) a Change of Control;
           (b) termination of employment for any reason other than termination
           for Cause; (c) resignation as a result of an Involuntary Termination;
           or (d) completion of the Initial Term prior to the IPO Date. Employee
           shall be released from any obligation to repay Advances made under
           this Section.
 
5. TERMINATION OF EMPLOYMENT
 
      5.1  TERMINATION WITHOUT CAUSE. The Board may at its election and without
           Cause terminate Employee's employment, upon not less than thirty (30)
           days notice to Employee. Termination shall be effective at the end of
           the notice period. If Employee's employment is terminated under this
           Section 5.1, on the date such termination of employment is effective,
           Employer shall continue to pay to Employee at an annual rate equal to
           his then annual rate of Base Compensation plus Advances for a period
           equal to (a) the balance of the then current Employment Term, plus
           (b) the next Renewal Term, but only if notice of termination is given
           after a Nonrenewal Date and neither Employee nor Employer had given
           notice of nonrenewal by the date of such notice of termination.
 
      5.2  INVOLUNTARY TERMINATION. In the event of an Involuntary Termination,
           Employer shall continue to pay to Employee his then Base Compensation
           plus Advances for a period equal to the greater of (a) (i) the
           balance of the then current Employment Term, plus (ii) the next
           Renewal Term, but only if such Involuntary Termination occurred after
           a Nonrenewal Date and neither Employee nor Employer had given notice
           of nonrenewal prior to such Involuntary Termination or (b) thirty
           (30) months.
 
      5.3  DISABILITY OR DEATH. If Employee becomes Disabled or dies during the
           Employment Term, Employee (or his estate, as the case may be) shall
           continue to receive payments at an annual rate equal to his then
           annual rate of Base Compensation plus Advances, for the period equal
           to (a) the balance of the then current Employment Term, plus (b) the
           next Renewal Term, but only if death or
 
 
                                       6
<PAGE>   7
          account (including the interest thereon) shall be paid to Employer at
          the time a final nonappealable judgment is issued for Employer.
 
     (d)  Upon termination for Cause, Employer shall have no further obligations
          to Employee for payment of Base Compensation or Bonus, and all
          payments and obligations of Employer to Employee under this Agreement
          (except those incurred or accrued prior to termination and for
          indemnification under Section 11) shall cease as of the date of such
          termination.
 
 
5.5  RESIGNATION -- Employee may resign his employment hereunder at any time,
     upon not less than one hundred eighty (180) days notice to Employer, if
     such resignation is to be effective at any time during the Initial Term,
     and upon not less than ninety (90) days notice if such resignation is to be
     effective at any time during any Renewal Term. Except in the case of an
     Involuntary Resignation, or as provided in Section 5.6(b), upon the
     effective date of such resignation, Employee's right to receive Base
     Compensation and Bonus shall cease, except to the extent accrued but unpaid
     to the date of termination, and Employee shall repay all unpaid Advances
     made under Section 4.4.
 
5.6  CONSULTING
 
     (a)  If Employee shall desire to change his relationship from an Employee
          to a consultant for Employer, he shall give notice to the Board at
          least one hundred eighty (180) days in advance of the date on which he
          intends to make such change effective if such notice is given during
          the Initial Term, and at least ninety (90) days in advance of such
          date if such notice is given during any Renewal Term. The services to
          be rendered by Employee in such consulting relationship shall be to be
          reasonably available in person and by telephone, to confer with senior
          management and the Board on mergers, acquisitions, capital
          transactions, strategic plan development, policy and planning matters,
          and such other matters as may be agreed to between the parties.
 
 
     (b)  Provided that at the time of Employee's notice to Employer under
          Section 5.6(a), neither (i) a Change of Control shall have occurred,
          nor (ii) shall the Initial Term have been completed as of any date on
          or prior to the date selected by Employee as the date on which such
          change is to be effective, the Board shall have the right to approve
          or disapprove of the Employee's acting as a consultant, which it shall
          do and shall notify Employee of its decision within sixty (60) days of
          Employee's notice; provided however, (A) the Board shall not
          unreasonably withhold its approval of Employee's consultant status and
          (B) if the Board shall withhold its approval of Employee's consultant
          status, Employee shall have the right to revoke his election to become
          a consultant and shall continue as an employee, in which case the
          Employment Term shall continue hereunder as though Employee has not
          made such election to become a consultant. If the
 
                                       8
 
 
<PAGE>   8
 
 
               Board approves of the consulting arrangement pursuant to this
               Section 5.6(b), then Employee shall resign as an employee of the
               Employer on the date set forth in the notice to the Board.
 
          (c)  Employer shall pay to Employee consulting compensation at an
               annual rate equal to fifty percent (50%) of the Employee's then
               annual rate of combined Base Compensation and Advances. In the
               event that Employee shall die or become disabled during the
               Consultation Period, no consulting compensation shall become due
               or payable thereafter, except with respect to that which accrued,
               but had not been paid, as of the date that Employee died or
               became disabled.
 
          (d)  Effective as of the beginning of the Consultation Period, the
               Employer shall obtain and pay for one or more insurance policies
               which provide for payments to Employee or his personal
               representative in the event of Employee's death (and Disability,
               to the extent obtainable at a reasonable price) during the
               Consultation Period equal to the balance of the consulting
               compensation which would have been paid by Employer had such
               death (or to the extent to obtainable, Disability) not occurred.
 
6.   Non-Competition
 
     Employee agrees that during the Employment Term and for a period (the
"Noncompete Period") ending on the later of (a) three (3) years after the
Employment Term or (b) completion of the Consultation Period, he will not be a
shareholder, partner, joint venturer or other equity owner in, or sole
proprietor of, or officer, director, employee, consultant, agent or
representative of, or otherwise engage, directly or indirectly, in any business
which is competitive with the business conducted by Employer and its Affiliates
at the date of termination of employment; provided, however, that this provision
shall not apply to the ownership of not more than five percent (5%) of any
publicly traded entity, provided Employee is not actively involved in the
activities of any such entity, and holds such interest solely for investment.
After termination of Employee's employment hereunder and during the Noncompete
Period, Employee shall not be actively involved in any new business which is in
direct competition with Employer's business on the date of termination, unless
Employee shall first offer the business opportunity to Employer and Employer
shall elect to not pursue such opportunity. Nothing in this Section 6 shall
prohibit or restrict Employee from ownership or involvement in Aston Care
Systems, Inc., and its related companies and interests, so long as the business
of Aston Care Systems, Inc. is the development, construction, operation,
management, leasing and sale of retirement and assisted living communities and
facilities.
 
7.   Nonsolicitation and Non-Hire
 
     Employee agrees that during the Noncompete Period, he shall not solicit any
employee of Employer to accept employment with Employee or with any other
person, nor except with the prior consent to Employer, shall he hire, or cause
or permit any entity controlled directly or indirectly by him, to hire any
person as an employee or consultant who was, at any time within
 
 
 
                                       9
 
 
 
 
 
 
 
 
<PAGE>   9
one year of the end of the Employment Term, an Employee of Employer; provided,
however, that this provision shall not apply to any person and whose employment
was in the nature of executive assistant or executive secretary to Employee.
 
8.   CONFIDENTIALITY
 
     Employee agrees that he shall not use or disclose to third parties any
confidential information of Employer or any Affiliate. All files, records,
documents, data and similar items, relating to Employer and Affiliates, as well
as all copies thereof, whether prepared by Employee or otherwise coming into
his possession, shall remain the exclusive property of the Employer and shall
immediately be returned to Employer upon termination of Employee's employment.
Employee's obligations in this Section 8 shall continue during the Employment
Term, during any Consultation Period and upon termination of the employment and
consulting, so long as Employer or any Affiliate derives value from such
confidential information remaining confidential.
 
9.   REMEDIES
 
     Employee acknowledges that the restrictions contained in Sections 6, 7 and
8 of this Agreement are reasonable and necessary to protect the legitimate
interests of Employer, do not cause Employee undue hardship, and that violations
of those provisions of this Agreement will result in irreparable injury to
Employer and that, therefore, Employer shall be entitled to preliminary and
permanent injunctive relief without bond in any court of competent jurisdiction
to enforce such provisions, which rights shall be cumulative and in addition to
any other rights or remedies to which Employer may be entitled. The prevailing
party in any litigation to enforce the terms of this Agreement shall be
entitled to recover reasonable costs and expenses, including attorneys' fees.
 
10.  NOTICES
 
     All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be delivered personally, by
courier service, or mailed by postage prepaid certified U.S. mail, return
receipt requested, to the address herein designed or such other address as may
be designated in writing by notice given in the manner provided herein, and
shall be effective if delivered or sent by courier upon personal delivery; or if
mailed, three days after the date of deposit in the U.S. mail.
 
11.  INDEMNITY
 
     Employer shall indemnify Employee and hold him free and harmless from and
against any and all loss, liability, cost or expense resulting to Employee, or
to which he may be or become subject, as a result of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (but not including any action between Employer and Employee,
other than an action in the nature of a derivative action in the right of the
Employer) by reason of any acts, omissions, or alleged acts or omissions,
arising out of his activities as Chief Executive Officer, officer, employee or
agent of Employer, as a director,
 
 
 
                                       10
<PAGE>   10
officer, manager, partner or agent of Employer or of any Affiliate, or otherwise
arising out of his activities on behalf of Employer or any Affiliate or in
furtherance of the interests of Employer or any Affiliate, against expenses for
which he has not otherwise been reimbursed (including attorney's fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred by him in connection with such action, suit or proceeding so long as he
did not act fraudulently, or in a manner which constituted willful misconduct or
gross negligence, or, with respect to any criminal action or proceeding, had no
reasonable cause to believe such conduct was unlawful. During the course of any
investigation, proceeding or other matter (other than an investigation,
proceeding or other matter brought by the Employer directly against the Employee
or brought by the Employee directly against the Employer), Employer shall pay
the legal fees and expenses of Employee, notwithstanding that at the time of
such payment it shall  not have been finally determined whether Employee is
actually entitled to indemnification, provided Employee agrees to reimburse
Employer if it is finally determined that he was not entitled to such
indemnification.
 
12.   MISCELLANEOUS PROVISIONS
 
      12.1  BINDING EFFECT AND ASSIGNABILITY. This Agreement shall be binding
            upon and inure to the benefit of the parties hereto and their
            respective heirs, administrators, executors, legal representatives,
            successors, assigns, and transferees. Employee shall have the right
            to pledge any and all of his rights to receive payments under this
            Agreement.
 
      12.2  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
            between the parties with respect to the subject matter hereof. This
            Agreement supersedes any and all prior or contemporaneous
            agreements, either oral or in writing, with respect to the subject
            matter hereof, provided, however, that this Agreement does not
            supersede any written agreement between the Employer and Employee
            relating to Employee's ownership interests in Employer. No
            modification, amendment or waiver of any provision of this Agreement
            shall be binding upon any party unless it is in writing and executed
            by both parties or, in the case of a waiver, by the party waiving
            compliance.
 
      12.3  SEVERABILITY.  Whenever possible, each provision of this Agreement
            shall be construed and interpreted in such a manner as to be
            effective and valid. If any court determines that any provision is
            prohibited by or invalid under applicable law, such provision shall
            automatically be reformed to such time, territory and/or other
            limitation as such court shall deem reasonable. The reformation or
            invalidation of any provision shall not invalidate this Agreement
            or any other provision.
 
                                       11
<PAGE>   11
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
first above written.
 
 
                                             WATERMARK COMMUNITIES, INC.
 
/s/ Alfred Hoffman, Jr.                      By: /s/ A. Charles Mattoff
-----------------------------------             --------------------------------
Alfred Hoffman, Jr.
 
 
Address:                                     Address:
 
Watermark Communities, Inc.                  24301 Walden Center Drive
24301 Walden Center Drive                          Suite 300
Suite 300                                          Bonita Springs, FL 34134
Bonita Springs, FL 34134
 
                                       12
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