05-15-87
                         WATER RIGHTS COMPACT

                              AMONG THE

                      SEMINOLE TRIBE OF FLORIDA,

                         THE STATE OF FLORIDA

                                  AND

                           THE SOUTH FLORIDA

                       WATER MANAGEMENT DISTRICT

                         WATER RIGHTS COMPACT

                              AMONG THE

                      SEMINOLE TRIBE OF FLORIDA,

                         THE STATE OF FLORIDA

                                  AND

                           THE SOUTH FLORIDA

                       WATER MANAGEMENT DISTRICT

                           TABLE OF CONTENTS

PART                                                                PAGE

I.     DEFINITIONS .................................................  4

       A.  Action in Federal District Court ........................  4

       B.  Board ...................................................  4

       C.  District ................................................  4

       D.  District Rules, Orders and Regulations ..................  4

       E.  Essential Terms and Principles of the State System ......  4

       F.  Florida Water Code ......................................  5

       G.  Manual ..................................................  5

       H.  Reservations ............................................  5

       I.  State ...................................................  5

       J.  Substantially Affected Third Persons ....................  5

       K.  Tribal Trust Lands ......................................  6

       L.  Tribal Water Code .......................................  6

       M.  Tribe ...................................................  6

       N.  Wetlands ................................................  6

       O.  Work Plan ...............................................  6

II.    GENERAL PROVISIONS ..........................................  7

       A.  Obligations of the Tribe in Exercising Rights
           Under the Compact .......................................  7

       B.  Tribal Representative ...................................  8

       C.  Notice ..................................................  8

       D.  Lands to Which Compact Rights Apply .....................  8

       E.  Effective Date of Compact ...............................  9

       F.  Inapplicability of Compact to Existing Facilities
           Projects, and Improvements on Reservations and Tribal
           Trust Lands .............................................  9

       G.  Description of Numbering System for Compact .............  10

       H.  Computation of Time .....................................  11

       I.  Requirement for Written Orders/Final District Action ....  11

       J.  Relationship Between Compact, Manual and Tribal
           Water Code ..............................................  11

       K.  Promulgation and Amendment of Tribal Water Code .........  13

III.   WATER USE ...................................................  14

       A.  Protection and Regulation of Tribal Water Use ...........  14

       B.  General Criteria ........................................  15

       C.  Competing Uses ..........................................  15

       D.  Water Shortage ..........................................  18

IV.    MANAGEMENT AND STORAGE OF SURFACE WATERS ....................  20

       A.  General Criteria ........................................  20

V.     MISCELLANEOUS ENVIRONMENTAL .................................  21

       A.  Water Well Construction .................................  21

       B.  Underground Injection ...................................  21

       C.  Water Quality Criteria ..................................  21

       D.  Wetlands Protection .....................................  22

VI.    SPECIAL PROVISIONS APPLICABLE TO SPECIFIED
       RESERVATION AND TRIBAL TRUST LANDS ..........................  24

       A.  Landowner Agreements ....................................  24

       B.  Brighton Reservation ....................................  25

       C.  Hollywood (Dania) Reservation ...........................  26

       D.  Big Cypress Reservation .................................  27

VII.   ADMINISTRATIVE PROCEDURES ...................................  28

       A.  Submission Approval and Amendment of Work Plans .........  28

       B.  Implementation of Work Plans After District Action ......  28

       C.  Dispute Resolution; Exhaustion of Administrative
           Remedies Before Court Action ............................  28

       D.  Tribal Water Code .......................................  29

       E.  Tribal Challenge to District Approval of
           Applications by Third Parties ...........................  29

       F.  Violations of the Compact, the Manual, or the
           Terms of any Approved Work Plan by the Tribe or
           the District ............................................  30

       G.  Modification and Amendment of Manual ..................... 31

VIII.  COURT ACTION ................................................  33

                         WATER RIGHTS COMPACT
                 AMONG THE SEMINOLE TRIBE OF FLORIDA,
                     THE STATE OF FLORIDA AND THE
                SOUTH FLORIDA WATER MANAGEMENT DISTRICT

           WHEREAS, the parties to the Compact recognize the
importance of tribal self-determination and economic development to
the Tribe and the people of the State of Florida and

           WHEREAS, the parties to the Compact recognize the
importance of protection of the environment and natural resources to
the well being of all; and

           WHEREAS, the parties to the Compact recognize that the
general public interest is served by supporting the self-determination
goals of the Tribe, by protecting and enhancing the environment, and
by exercising prudence in the use of natural resources; and

           WHEREAS, the parties to the Compact desire to protect the
interests of all in available waters through cooperation and planning
for present and future needs of the Tribe and others; and

           WHEREAS, the Seminole Tribe of Florida claims paramount
rights to the use of water under Federal law and freedom from state
regulation; and

           WHEREAS, the parties to the Compact disagree as to the
scope and/or existence of the rights; and

           WHEREAS, the regulation of consumptive water use and
surface water management under Florida law within that portion of
the State of Florida encompassing the Seminole Tribe's Federal

Reservations and Tribal Trust lands has been delegated by the State to
the South Florida Water Management District; and

           WHEREAS, the Seminole Tribe does not presently recognize
the authority of the State or the District to regulate consumptive
water use and surface water management on the Seminole Federal
Reservations and Tribal Trust lands; and

           WHEREAS, the parties to the Compact desire to avoid the
expense and uncertainty of large scale water rights litigation; and

           WHEREAS, the State and the District have recognized an
obligation to assist the Tribe in the development of its Reservations by
appropriate utilization of the waters of the Reservations so that the
Tribe may become economically self-sufficient; and

           WHEREAS, the Tribe has agreed to cooperate with the State
and the District in the regulation of water use and water management;
and

           WHEREAS, the Compact is intended to create a
comprehensive and effective system of regulation applicable to the
Seminole federal Reservations and Tribal trust lands that protect the
Tribe's water rights and development potential and is in harmony with
the essential terms and principles of the State system; and

           WHEREAS, this system would provide for the protection of
surface and ground water within and outside of the Tribe's federal
Reservations and Tribal Trust lands and prevent adverse environmental
impacts; and

           WHEREAS, the comprehensive system provides a procedural
mechanism for resolving conflicts and establishes respective burdens of
the Tribe, the State, the District, and other parties in fairly
resolving water use and water management issues; and

           WHEREAS, the Seminole Tribe has withdrawn its objections
to the Modified Hendry County Plan pending approval before the
United States Army Corps of Engineers in return for assurance that
Tribal water rights will be protected under the Compact; and

           WHEREAS, the Compact is not intended to disturb vested
rights; and

           WHEREAS, the State, the District, and the Tribe have agreed
to cooperate and use their best efforts to identify the extent and
quality of water resources available to the Tribe.

           NOW, THEREFORE, the parties to the Compact agree as
follows:

1.     DEFINITIONS

       The following terms as used in the Compact shall have the
       meaning assigned in this section, and shall not be understood as
       having the same meaning as terms defined by state law or by
       judicial interpretation of state law, unless otherwise expressly
       stated in the Compact.

       A.  Action in Federal District Court Actions commenced in the
           United States District Court for the Southern District of
           Florida to enforce rights and obligations under the Compact.

       B.  Board -- The Governing Board of the District with the
           general powers and duties set forth under Chapter 373,
           (1986 supp.) of the Florida Statutes, and its successors.

       C.  District -- The South Florida Water Management District, an
           agency of the State of Florida created by Chapter 25270,
           Laws of Florida (1949) and operating pursuant to Chapter
           373 Florida Statutes, and its successors.

       D.  District Rules, Orders, and Regulations -- All lawfully
           promulgated rules, orders, and regulations adopted by the
           District or affecting the operations of the District.

       E.  Essential Terms and Principles of the State System
           --Non-procedural provisions of the Florida Water Resources
           Act of 1972 as presently codified in Chapter 373 of the
           Florida Statutes (supp.  1986) and which are necessary to
           provide for the beneficial use and management of water
           and related land resources; to promote the conservation,
           development, and proper utilization of surface and
           groundwater; to prevent damage from floods, soil erosion,

           and excessive drainage; and to protect natural resources;
           fish, and wildlife.

       F.  Florida Water Code -- The Florida Water Resources Act of
           1972  as codified in Chapter 373 of the Florida Statutes
           (1986 supp.).

       G.  Manual -- The Evaluation Criteria Manual approved by Tribe,
           State and the Board containing specific technical and
           procedural criteria.

       H.  Reservations -- Lands designated by the United States
           Department of the Interior as of the effective date of the
           Compact, as federal Seminole Indian Reservations physically
           located within the geographic area under the authority of
           the District.

       I.  State -- The State of Florida, its agencies (other than the
           District), political subdivisions, constitutional officers,
           officials of its agencies and subdivisions (other than
           officials of the District).

       J.  Substantially Affected Third Persons -- Persons, groups, or
           entities who demonstrate a non-frivolous interest
           substantially affected by the exercise of rights under the
           Compact.  The Florida Department of Environmental
           Regulation, the Florida Department of Natural Resources,
           the Florida Department of Community Affairs, and the
           Florida Game and Freshwater Fish Commission, successor
           agencies, and owners of lands within the basin affected by
           exercise of rights under the Compact are presumed to be
           substantially affected third parties.  This presumption can
           be rebutted by an affirmative showing that the state agency
           or landowner does not have an interest that would be
           substantially affected by the exercise of rights under the
           Compact.

       K.  Tribal Trust Lands -- Lands held in trust by the United
           States for the benefit of the Seminole Tribe, including the
           Immokolee lands held by the Tribe in fee status in Section
           10, Township 47S, Range 29E, Collier County, Florida, as of
           the effective date of the Compact, and which are physically
           located within the geographic area under the authority of
           the District.

       L.  Tribal Water Code -- A code adopted by the Tribe which is
           consistent with the provisions of the Compact and which
           ensures compliance with the Compact by persons conducting
           activities on Reservation and Tribal Trust lands.

       M.  Tribe -- The Seminole Tribe of Indians of Florida or the
           Seminole Tribe of Florida, a tribe of American Indians
           recognized by the United states and organized under
           section 16 of the Indian Reorganization Act of 1934, 25
           U.S.C. section 476, and recognized by the State of Florida
           pursuant to Chapter 285, Florida Statutes.

       N.  Wetlands -- Areas that are inundated by surface or
           groundwater with a frequency sufficient to support, and
           under normal circumstances do or would support, a
           prevalence of vegetative or aquatic life that require
           saturated or seasonally saturated soil conditions for growth
           and reproduction.  Wetlands generally include swamps,
           marshes, bogs, and similar areas such as sloughs, wet
           prairies, river overflows, mud flats and natural ponds.

       O.  Work Plan -- One or more work plans as described under Part
           VII., Section A. of the Compact.

II.    GENERAL PROVISIONS

       A.  Obligations of the Tribe in Exercising Rights Under the
           Compact

           1.  The obligations of the Tribe in developing its
               reservations and Tribal Trust lands in exercising its
               rights under the Compact are limited to those expressly
               stated in the Compact, the Manual, or applicable
               federal laws.  Nothing in the Compact is intended to
               divest the State of Florida of any jurisdiction it has as
               of the effective date of the Compact within the borders
               of the Seminole Reservations and Tribal Trust lands.

           2.  Those State laws and District rules, orders, and
               regulations which are applicable to the Tribe under the
               terms of the Compact as specified hereafter are
               expressly incorporated into federal law, and apply to
               the Tribe as federal law.

           3.  The Tribe may use any form of testing and monitoring
               to fulfill obligations under the Compact, if such testing
               and monitoring is reasonably equivalent to the
               accuracy and reliability of testing and monitoring
               customarily used or required by the District.

           4.  The Tribe shall give permission for the District to make
               on-the-ground inspections of Tribal facilities affected
               by the Compact, upon twenty-four (24) hour advance
               notice.  Costs associated with such inspections shall be
               borne by the District.

           5.  Upon twenty-four (24) hour advance notice, the Tribe
               shall allow the District reasonable access to Reservation
               and Tribal Trust lands for the purpose of performing

               testing necessary to fulfill the District's obligations
               under the Compact.

           6.  The Tribe is responsible for enforcing the provisions of
               the Compact, the Manual, and for complying with the
               terms and conditions of approved work plans on
               Reservation and Tribal Trust lands.  The Tribe has the
               authority to promulgate a Tribal Water Code to
               implement and enforce the Compact, the Manual, and
               the terms and conditions of approved work plans.

       B.  Tribal Representative

           All communication with the Tribe concerning rights and
obligations under the Compact shall be through the Tribal office
created for such purpose, or through such other party as is expressly
designated by Tribal Council Resolution.

       C.  Notice

           All Notices provided for under the Compact shall consist of
written communication by registered or certified mail to the addresses
of the parties or as specified in the Manual.  All notices, pleadings,
or other materials required to be filed with the District Clerk shall
be deemed filed on the date of actual receipt by the District Clerk.
All other notices, pleadings or other materials shall be deemed filed
upon mailing first class, postage prepaid.

       D.  Lands to Which Compact Rights Apply

           This Compact, the Manual, the Tribal Water Code, and
applicable federal laws constitute the sole sources of regulation of
consumptive water use, and the management and storage of surface
water and groundwater on Reservation and Tribal Trust lands.

       E.  Effective Date of Compact

           This Compact among the Tribe, the State, and the District,
shall not become final and shall be without binding force and effect
until all requirements enumerated in section 2 of the Settlement
Agreement between the parties to Seminole Tribe of Indians of Florida
v. State of Florida, No. 78-6616-CIV (S.D. Fla) (to which the Compact
will be attached as Exhibit C) have been satisfied.  This Compact, in
the form approved by the Board on May 15, 1987, shall be null and void
on December 31, 1988 unless it has received all necessary approvals
and/or ratifications by that date.

       F.  Inapplicability of Compact to Existing Facilities, Projects,
           and Improvements on Reservations and Tribal Trust Lands

           1.  Existing facilities, projects, and improvements, other
               than works of the District, which are located on
               Reservations or Tribal Trust lands, and which may be
               inconsistent with the criteria and standards set forth in
               the Compact, shall be required to meet the criteria and
               standards set forth in the Compact and the Manual
               only if:

               a.  the Tribe intends to integrate such existing
                   facilities, projects and improvements into new
                   developments under the Tribe's work plan when:

                   i)    the additional flow to be routed to the
                         existing facilities, when combined with
                         current design flows, exceeds the design
                         capacity of the existing facilities;

                   ii)   the additional flow to be routed to the
                         existing facilities will originate from areas
                         of significantly different land use;

                   iii)  the existing of facilities will be modified to
                         accommodate the new water supply or
                         water management development; or

               b.  such existing facilities, projects, and
                   improvements substantially harm, or pose a
                   threat of serious irreparable harm, to lands other
                   than Reservation and Tribal Trust lands.  Such
                   existing facilities, projects, and improvements
                   shall be required to meet the criteria and
                   standards of the Compact only to the extent
                   necessary to mitigate the demonstrated harm.

           2.  Such existing facilities, projects, and improvements
               which are located on Reservations and Tribal Trust
               Lands and which may be inconsistent with the criteria
               and standards set forth in the Compact shall not be
               required to meet the criteria and standards set forth in
               the Compact except in the circumstances set forth
               under subsection 1. of this section.

           3.  Notwithstanding any other provision of the Compact
               or Manual, the Tribe shall not be required to institute
               mandatory water utility pressure reductions during a
               declared water shortage on systems serving Big Cypress
               or Brighton Reservations.

       G.  Description of Numbering System for Compact

           Letters and numbers designating provisions of the Compact
shall be in the following order, and shall be identified in the
following manner:  "I" is a Part; "A." is a section; "1." is a
subsection; "a." is a paragraph; and "i)" is a subparagraph.

       H.  Computation of Time

           In computing any period of time prescribed or allowed
under the Compact, the day of the act from which the designated
period of time begins shall not be included.  The last day of the
period shall be included unless it is a Saturday, Sunday, or legal
holiday, in which event the periods shall run until the end of the next
day which is not a Saturday, Sunday, or legal holiday.  Legal holidays
include those days so designated under State and federal law.  The date
of final District action under Part VII. of the Compact shall be the
date on which the written order specified in Section I. of this Part is
filed with the District Clerk.

       I.  Requirement for Written Orders/Final District Action

           Any act or event which constitutes final District action
under the Compact shall be reduced to a written order, filed with the
District Clerk, and served on the Tribe within ten (10) days of such
act or event.  Service on other persons shall be as provided under Part
VII. of the Compact.

       J.  Relationship Between Compact, Manual and Tribal Water
           Code

           1.  Provisions of the Compact listed in paragraphs a.
               through e. of this subsection shall be implemented
               according to the Manual:

               a.  Part III.B.; III.C.6; III.D.; and

               b.  Part IV.; and

               c.  Part V.A.; V.B.; V.C.; V.D.; and

               d.  Part VI.B.; VI.D.; and

               e.  All of Part VII.

           2.  If the Tribe complies with the applicable requirements
               and objectives of the Compact, then the Tribe, with the
               exception of the procedural chapter of the Manual,
               does not need to meet the specific criteria outlined in
               the Manual.  If the Tribe satisfies the specific criteria
               outlined in the Manual, a presumption shall arise that
               the Tribe has met the requirements and objectives of
               the Compact.

           3.  Following the procedures set forth under Part VII.G. of
               the Compact, the parties to the Compact may modify,
               amend, or otherwise change the Manual.

           4.  One of the purposes of the Manual is to further define
               and explain the conditions, criteria and objectives of
               this Compact.  Any ambiguities in the Compact should
               be resolved, if possible, by reference to the Manual.
               However, in no event, shall the Manual be used to alter
               or modify terms or provisions contained in the
               Compact which are not facially ambiguous.  Conflicts
               between the Compact and the Manual shall be
               resolved by adhering to the Compact.  Conflicts
               between provisions of the Tribal Water Code and the
               Compact shall be resolved by adhering to the Compact.
               Conflicts between provisions of the Tribal Water Code
               and the Manual shall be resolved by adhering to the
               Manual.

           5.  In any instance where the District establishes a new
               program of general applicability throughout the
               District or institutes changes in any rules, regulations,
               or procedures, which are of general applicability
               throughout the District, or institutes changes to rules,
               regulations or procedures affecting only the basin or
               area within which Tribal lands to which the Compact
               applies, and which are inconsistent with or not
               addressed by the Compact or Manual:

               a.  The District shall notify the Tribe of said changes
                   in writing upon initiation by the District of
                   rulemaking; and

               b.  Within sixty (60) days of adoption the Tribe shall
                   elect to proceed under either the new provision
                   or under the prior provision if any.  If the Tribe
                   elects to proceed under the new provisions, the
                   Manual shall be appropriately amended.

       K.  Promulgation and Amendment of Tribal Water Code

           The Tribe shall provide the District with a copy of proposed
provisions and proposed amendments of the Tribal Water Code at
least ten (10) days before adoption by the Tribe of such provisions
and amendments.

III.   CONSUMPTIVE WATER USE

       A.  Protection and Regulation of Tribal Water Use

           1.  The principles set forth in this part of the Compact are
               intended to prescribe and protect the Tribe's rights to
               the use of water.

           2.  The Tribe's rights shall not be adversely affected or
               limited by any change subsequently made in the State
               system or the District rules, regulations, and orders
               affecting preference or priority of water use.  The Tribe
               shall have a preference or priority equal to any
               preference or priority which may be established for the
               same use under State law for any other party after the
               effective date of the Compact.

           3.  After the effective date of the Compact the Tribe will
               have an opportunity for significant input into water
               related land use decisions on lands surrounding the
               Reservation.  In return for this increased input from the
               Tribe, surrounding landowners should be able to rely
               on past land use decisions without fear that later
               exercise of tribal rights will negatively impact them.
               Present surrounding land uses do not present any
               inherent conflicts.

           4.  It is consistent with the public interest to take steps
               and means to avoid the undesirable effects of
               inflexibility in the transfer of water rights while
               retaining adequate security for any such existing rights.
               Water rights exercised under any existing system should
               not become so inflexible that water resources cannot meet
               new needs and demands by transfer from existing uses
               to new uses which are more beneficial.

       B.  General Criteria

           The Tribe must give reasonable assurances that any
proposed consumptive water use:

           1.  will not cause significant inland movement of either
               surface saline water or the underground saline water
               interface; will not cause either significant upconing of
               saline water that may be beneath freshwater or
               vertical leakage of connate saline water; or otherwise
               reduce the amount of potable water;

           2.  will not have a significant adverse impact on lawful
               land uses including wetlands located on lands other
               than Reservation and Tribal Trust lands;

           3.  will not cause significant adverse environmental
               impacts;

           4.  will not cause significant pollution of the surface water
               or the aquifer;

           5.  is a reasonable-beneficial use;

           6.  will not interfere with presently existing legal uses of
               water and users of water protected under the
               Compact; and

           7.  is consistent with the essential terms and principles of
               the State system as defined in the Compact.

       C.  Competing Uses

           1.  The Tribe shall be given a preference in approval of
               Work Plans involving withdrawal and use of the

               groundwater resources underlying Reservation and
               Tribal Trust lands.

               a.  The Tribe shall be entitled to a preference when
                   its proposed use conflicts with a proposed use by
                   a non-Tribal user and the recognition of such
                   preference is reasonably necessary to the
                   accomplishment of the Tribe's lawful purposes.

               b.  The Tribe shall be entitled to a preference to a
                   reasonable share of available resources when its
                   proposed use conflicts with a then pending
                   application by a non-Tribal user to renew or
                   increase its authorized use of water and the
                   recognition of such preference is reasonably
                   necessary to the accomplishment of the Tribe's
                   lawful purposes.

           2.  The Tribe through its exercise of rights under this
               Compact, is afforded an opportunity to perfect its
               rights to water as though it had been an existing user
               and had elected to perfect its rights to water on or
               after March 2, 1974 (the date of implementation of
               Part II, Chapter 373, Florida Statutes).

           3.  If two (2) or more proposed uses which otherwise
               comply with the provisions of this part are pending for
               a quantity of water that is ir adequate for both or all,
               such proposed competing uses must first satisfy the
               standard conditions for approval which apply to each
               applicant.  The Board shall consider the reasonable
               beneficial uses for the water as well as the extent to
               which the proposed use is reasonably necessary for the
               Tribe to achieve its purposes.

           4.  No Tribal preference shall be asserted in a manner that
               will cause catastrophic changes to aquifer systems.  No
               Tribal preference shall be asserted directly or
               indirectly for the purpose of exporting water for use
               offsite of Reservations and Tribal Trust lands.

           5.  Determination of any tribal claim that offsite activities
               or water consumption have caused water quality
               problems in aquifer systems underlying Reservation
               and Tribal Trust lands shall be made without regard to
               any preferred rights of the Tribe under this section.

           6.  Drawdown Limitations

               This subsection specifies maximum drawdowns in
               artesian aquifers.  Actual drawdowns permitted by the
               District pursuant to the Compact with respect to the
               Tribe or Chapter 373, Florida Statutes, with respect to
               adjacent landowners may be substantially less than
               these maximums.

               a.  Exercise of Tribal Preference

                   In exercising its preference rights, the Tribe shall
                   not cause more than a twenty (20) foot
                   drawdown of the potentiometric head of any
                   artesian aquifer system at the boundaries of the
                   Reservation or Tribal Trust lands involved unless it
                   has specific written authority or agreement from
                   affected landowners.

               b.  Adjacent Landowners

                   No development of groundwater resources on
                   lands adjacent to any of the Seminole
                   Reservations or Tribal Trust lands will be

                   permitted by the District if the drawdown of the
                   potentiometric head of any artesian aquifer
                   system will be more than twenty (20) feet at the
                   boundary of the Reservation unless it has specific
                   written authority or agreement from the Tribe.

           7.  All water use permits issued by the District after the
               date this Compact is approved by the Board to
               non-Tribal users whose permit rights may be affected
               by the Tribal rights confirmed under the Compact, shall
               include a special condition advising the permittee of
               the Compact and its potential impact on any future
               permit renewals.  Appropriate notice of Tribal rights
               under the Compact shall be sent to all potentially
               affected holders of existing permits.

           8.  The Tribe shall mitigate adverse impacts on lawful
               single family home domestic users existing as of the
               date the Compact is approved by the Board, where
               such adverse impacts are caused by the exercise of
               Tribal rights under the Compact.  Adverse impact shall
               be determined according to the Manual.

       D.  Water Shortage

           1.  Reductions in Tribal water use due to water shortages
               shall be made in the same manner and percentage as
               the equivalent class of use, source, and manner of
               withdrawal as required under the District water
               shortage plan.  The Tribe may request a variance from
               water use restrictions imposed pursuant to this Section,
               using the procedures and criteria in the Manual.
               Variances shall not be unreasonably denied.  The Tribe
               shall not be required to reduce its water sources, uses,
               and methods of withdrawal more than the reduction
               in sources, uses, and methods of withdrawal of the
               least restricted user of the same source, use, and
               method of withdrawal class except as authorized
               under Chapter 7 of the Manual.

           2.  Declared water shortages occurring solely on Reservation
               and Tribal Trust lands shall be governed solely by the
               Tribal Water Code provided that the Tribal provisions
               satisfy the objectives of the District and that the
               applicable Tribal procedures are consistent with the
               Compact.

IV.    MANAGEMENT AND STORAGE OF SURFACE WATERS

       A.  General Criteria

           The Tribe must give reasonable assurances that the proposed
surface water management system:

           1.  provides adequate flood protection and drainage;

           2.  will not cause significant adverse water quality and
               quantity impacts on receiving waters and non-Tribal
               lands;

           3.  will not cause discharges to ground or surface waters
               which result in any violation of State water quality
               standards;

           4.  will not cause significant adverse impacts on surface
               and groundwater levels and flows;

           5.  will not cause significant adverse environmental
               impacts;

           6.  can be effectively operated and maintained;

           7.  will not adversely affect public health and safety;

           8.  will not otherwise be harmful to the water resources of
               the District; and

           9.  is consistent with the essential terms and principles of
               the State system as defined in the Compact.

V.     MISCELLANEOUS ENVIRONMENTAL

       A.  Water Well Construction

           The Tribe must give reasonable assurances that the
construction, alteration, operation, maintenance, and abandonment of
any water well on Reservation and Tribal Trust Lands will not be
harmful to the water resources of the District and will not be
inconsistent with the purposes of the Compact.

       B.  Underground Injection

           1.  The Tribe must give reasonable assurances that the
               construction, alteration, operation, maintenance, and
               abandonment of any underground injection facility
               will not be harmful to the water resources of the
               District and will not be inconsistent with the purposes
               of the Compact.

           2.  The District shall, independently of the federal
               authority having jurisdiction over the matter, review
               requests by the Tribe for installation and operation of
               underground injection systems in accordance with the
               provisions of the Manual.

       C.  Water Quality Criteria

           Tribal activities shall not cause significant pollution of
ground or surface waters.  The Tribe shall comply with those water
quality standards imposed by the District as provided in the Compact,
the Manual, and with federal pesticides requirements on Reservation
and Tribal Trust lands.  The Tribe shall use only pesticides,
herbicides, fertilizers, and other agricultural chemicals which have
been approved by the Environmental Protection Agency and the U.S.
Department of Agriculture for use in Florida and shall apply the
pesticides, herbicides, fertilizers, and other agricultural chemicals
in strict accordance with the label directions.  Upon written Tribal
Council Resolution by the Tribe, the District shall condition permits 
or other requests for approval reasonably expected to affect Tribal 
interests by requiring adherence to those water quality standards 
imposed by the law.  The District shall cooperate with the Tribe and
appropriate State and federal agencies to enforce the requirements of 
this subsection against the use of pesticides, herbicides, fertilizers,
and other agricultural chemicals by third persons on lands other than
Reservation or Tribal Trust lands in a manner which causes water 
quality violations.  The District's cooperation may include, but not be
limited to, requiring reasonably appropriate monitoring by permittees 
and other appropriate actions authorized by state or federal law.

       D.  Wetlands Protection

           1.  The Tribe will provide reasonable assurances that
               wetland values and functions will be maintained.
               Wetlands and proposed impacts on wetlands shall be
               evaluated using sound engineering and ecological
               principles.

           2.  Wetlands greater than forty (40) acres, or covered
               under subsection 3. of this section, will be protected in
               accordance with the criteria set forth in the Manual.

           3.  Wetlands of forty (40) acres or less which are
               incorporated within a surface water management
               system or are otherwise protected, shall be governed
               by subsection 2. of this section.

           4.  Wetlands of forty (40) acres or less which are not
               incorporated within a surface water management
               system or are not otherwise protected, may be
               disturbed, provided that an upland system of
               equivalent size is set aside in an area committed for
               passive uses.  The wetland and upland areas to be
               traded shall be specifically described in any Work Plan
               proposed under Part VII., Section A. of the Compact.
               The District may waive the requirement for uplands set
               aside under such circumstance as would justify such a
               waiver for non-Tribal interests.

VI.    SPECIAL PROVISIONS APPLICABLE TO SPECIFIED RESERVATION
       AND TRIBAL TRUSTLANDS

       A.  Landowner Agreements

           The Tribe and any landowners who may be affected by
       operations of the Tribe under a tribal Work Plan, may be
       protected and governed by site specific criteria applicable to
       groundwater withdrawals and, if applicable, to surface water
       withdrawals, determined by private agreement, which may
       include provisions for arbitration.  Criteria for groundwater
       withdrawals may apply to well placement, construction and
       operation.  Similar criteria for surface withdrawal pumps or
       other works will be identified, if appropriate, to implement the
       purpose and intent of this subsection.  Any such private
       may be presented to the District for approval and if so approved
       by the Board the agreement shall have, as between the parties to
       such agreement, the force and effect of the Compact and,
       specifically, shall prevail in any dispute between the parties
       to such private agreement in the event of a conflict with the
       Compact, the Manual or with other applicable permitting criteria
       of the District.  Nothing herein shall affect the authority of
       the District to evaluate Work Plans, permit applications, or
       other requests for approval under other provisions of the Compact
       or state law.  Nothing herein shall be construed to preclude a
       third person from asserting that such Work Plan, permit
       application, or other request for approval adversely affects
       their substantial interests.  The private agreement between the
       Tribe and Unites States Sugar Corporation entered into prior to
       May 15, 1987 is attached hereto as Exhibit A and made a part
       hereof.  The private agreement between the Tribe and Likes Bros.,
       Inc. entered into prior to May 15, 1987 is attached hereto as
       Exhibit B and made a part hereof.  Both private agreements are
       hereby approved.

       B.  Brighton Reservation

           1.  The Tribe shall be entitled to fifteen percent (15%) of
               the total amount of water which can be withdrawn
               from the District canals and from District borrow canals
               by all users from surface water within the Indian Prairie
               Basin as described in Rule 40E-21.691(6)(a), Florida
               Administrative Code (1987), (legal description to be
               corrected in Florida Administrative Code) calculated by
               the District on a monthly bases.  The Tribe shall not be
               entitled to any preference to withdrawals in excess of
               fifteen percent (15%) from such District canals.  The
               Tribe shall withdraw its fifteen percent (15%) share of
               the waters in the specified canals under procedures
               detailed in the Manual which, in the light of
               experience, are reasonably designed to assure the
               Tribe of the opportunity to make its entitled
               withdrawals on a monthly basis.  Notwithstanding the
               provisions of the Manual, the Tribe shall have the
               opportunity to demonstrate that it is not receiving its
               entitled share of the waters in the specified canals
               because of the actions of the District or of some third
               party.  The Tribe shall have the burden of proof on this
               issue and shall assert any such violations of the
               Compact under the provisions of Part VII. of the
               Compact and the Manual.

           2.  The Tribe shall have access to a fractional share of
               surface waters from Lake Okeechobee for use on the
               lands of the Reservation located within the Lakeshore
               Perimeter Basin as described in Rule 40E-21.691(3)(d),
               Florida Administrative Code (1987), for water use as it
               exists on the effective date of the Compact.  Such
               fractional share shall be calculated from the ratio of
               the total area of the water supply service area as it
               exists on the effective date of the Compact to the total
               land area of the Brighton Reservation within the
               Lakeshore Perimeter Basin for water use as it exists on
               the effective date of the Compact.

           3.  Expansion by the District of the geographical
               boundaries of the area receiving surface water from a
               specific source for water use purposes shall entitle the
               Tribe to a fractional share of any additional available
               water in the District canals and District borrow canals
               for use on the Brighton Reservation.  Such fractional
               share shall be calculated from the ratio of the total
               land area of the Brighton Reservation within the
               expanded service area to the total land area of the
               expanded service area.  This subsection, however, shall
               not serve to diminish the percentage of surface water
               of the Indian Prairie Basin which was available to the
               Tribe before the expansion of the service area, and
               which the Tribe may elect to retain pursuant to
               subsection 1. of this section.

       C.  Hollywood (Dania) Reservation

           1.  On the Hollywood (Dania) Reservation, the Tribe shall
               have the rights set forth under Part III. of the Compact,
               except that with respect to public water supply
               permittees of the District whose permits are approved
               as of the effective date of the Compact, the Tribe shall
               have no more than the rights accorded public water
               supply permittees of the District whose permits are
               approved as of the effective date of the Compact.

           2.  After receiving notice pursuant to the Manual of an
               application potentially affecting Tribal rights under
               the Compact, the Tribe may:

               a.  Object to the application pursuant to the
                   Manual; or

               b.  Require the District, if the potentially competing
                   use request is granted, to order the permittee to
                   accept the Reservation as a bulk consumer of the
                   permittee's system.  The District shall adjust the
                   permittee's allocation to include the additional
                   water needs of the Tribe, if such needs are not
                   included in the allocation granted.  The District
                   shall place a condition in the permittee's permit
                   that the permittee must allow the Tribe to
                   connect to the permittee's system and must
                   charge the Tribe at a rate not to exceed the most
                   favorable consumer rate charged to any
                   consumer of the permittee's system.  If the
                   additional water needed to supply the Tribe
                   cannot be withdrawn without causing significant
                   adverse impacts, the District shall place a
                   condition in the permit that the permittee must
                   satisfy the reasonable-beneficial needs of the
                   Tribe before satisfying the additional needs of
                   non-Tribal users. It is understood that this
                   procedure is not intended as a precedent for any
                   other situation.

       D.  Big Cypress Reservation

           The Tribe shall be entitled to withdraw from any surface
       water resources on the Big Cypress Reservation that percentage of
       the water available within the South Hendry County/L-28 Gap
       Water Use Basin as described in rule 40E-21.691(7)(c), Florida
       Administrative Code (1987), as the lands of the Big Cypress
       Reservation bear to the total land acreage within the basin.

VII.   ADMINISTRATIVE PROCEDURES

       A.  Submission Approval and Amendment of Work Plans

           The Tribe, before commencing any work that is covered by
       the provisions of this Compact, shall submit a work plan to the
       District, or, where required, an amendment to any work plan,
       under the procedures specified in the Manual.  Such procedures
       shall give interested parties adequate notice of Tribal plans
       and an opportunity to be heard, in accordance with the timeframes
       set forth in the Manual.  Such procedures shall also give the
       District staff sufficient information to properly evaluate the
       proposals in accordance with the criteria and principles
       contained in Parts I. through VI. of the Compact and in
       accordance with the detailed provisions of the Manual.

       B.  Implementation of Work Plans After District Action

           Following District action, the Tribe may request the Board
       for a rehearing or shall give notice of its intent to implement
       the Work Plan as approved following final District action or
       implement the proposed Work Plan or amendment without
       complying with part or all of final District action in accordance
       with the timeframes and procedures set forth in the Manual.
       Initiation of federal court action by the District or third
       parties shall be in accordance with the timeframes set forth in
       Part VIII. of the Compact and the procedures contained in the
       Manual.

       C.  Dispute Resolution; Exhaustion of Administrative Remedies
           Before Court Action

           The Tribe and the District shall use best efforts to resolve
       disputes concerning the enforcement of rights and obligations
       created by the Compact through informal meetings, mediation,
       arbitration or third party facilitation.  Before commencing
       action, in accordance with the provisions of Part VIII. of the
       Compact in the federal district court for violations of the 
       Compact by any party to the Compact or third party, notice shall
       be given to the Tribe or the District, as the case may be, and
       remedies provided in the Manual shall be exhausted under 
       procedures established in the Manual

       D.  Tribal Water Code

           The Tribe, through a Tribal water code, shall enforce the
       provisions of the Compact and the Manual and terms and
       conditions of approved Work Plans against persons conducting
       activities on Reservation and Tribal Trust Lands.
       Notwithstanding this provision, the Tribe may in individual cases
       through Tribal Council resolution request the District to enter
       Reservation and Tribal Trust Lands for the purpose of enforcing
       the provisions of the Compact against persons other than the
       Tribe conducting activities on Reservation or other Tribal Trust
       Lands in accordance with procedures established in the Manual.

       E.  Tribal Challenge to District Approval of Applications by
           Third Parties

           If the Tribe perceives that permit applications or other
       requests for approval by third parties from the District would
       conflict with Tribal rights under the Compact, the Tribe shall
       give the District adequate notice and shall raise its objections
       with respect to such permit applications or other request for
       approval in accordance with the timeframes set forth in the
       Manual before challenging such permit applications or requests in
       federal district court.  The District shall timely notify the
       Tribe by certified mail, return receipt requested of such permit
       applications or other requests for approval.  The dated return
       receipt from the U.S. Postal Service shall be attached to the
       staff report or other proposed District action and shall be
       conclusive evidence that the Tribe has been properly noticed
       pursuant to this section.  The District's failure to comply with
       this section shall not deprive the Tribe of rights is would have
       been able to assert had the District complied with this section.
       In the case of third party permit applications where a request 
       for administrative hearing is filed, the Tribe shall have a 
       thirty (30) days from the date of either filing of the request
       for hearing, or Board evaluation of a Tribal notice of 
       objection, whichever occurs later to make one of the elections 
       set forth in the Manual.  If one of these elections is made, 
       the Tribe may not file any action in federal district court 
       until final District action has occurred.  A court action filed
       under this paragraph must be filed within thirty (30) days of 
       final District action.  The Tribe shall not file any
       such action in federal district court until final District action
       has occurred.

       F.  Violations of the Compact, the Manual, or the Terms of any
           Approved Work Plan by the Tribe or the District

           Any substantially affected third parties who are
       substantially affected by actions of the Tribe or the District
       which are perceived to be in violation of any of the provisions
       of the Compact, the Manual or the terms and conditions of any
       approved Work Plan shall have the right to challenge such action
       in procedures established in the Compact and the Manual.  Persons
       other than the State or the District with claims over which the
       Tribe has jurisdiction must exhaust Tribal remedies.

           Substantially affected third persons may file a written
       complaint with the District Clerk alleging violation of the
       Compact, Manual or the term of any approved Work Plan.  Upon
       receipt of a complaint, the District shall conduct an
       investigation and make a determination of its intended action in
       accordance with the procedures get forth in the Manual.  The
       Complainant or Tribe may file a request for a hearing before the
       Board within fourteen (14) days of notice of the District's
       findings.

       G.  Modification and Amendment of Manual

           1.  The initial Manual shall be the Manual approved by the
               Board in conjunction with the approval of the
               Compact.  The Manual shall become effective on the
               effective date of the Compact.

           2.  On or before March 1 of any fiscal year, a party to the
               Compact may propose to the other parties to the
               Compact a modification, amendment, or other change
               in the Manual.  All such proposal shall be made in
               good faith belief that the proposals are consistent with
               the provisions and intent of the Compact.  Non-parties
               may propose amendments to those specific provisions
               of the Manual which establish criteria that apply to
               both Reservation land and adjacent land and shall be
               given an opportunity to be heard.

           3.  The Tribe, the State, and the District shall make a good
               faith attempt to consider and agree upon
               modifications, amendments, and other changes in the
               Manual which are consistent with the provisions and
               intent of the Compact.

           4.  Upon agreement among the Tribe, the State, and the
               District to modify, amend, or otherwise change the
               Manual, the District shall publish and provide notice as
               described in the Manual.

               a.  Substantially affected third persons may, within
                   fifteen (15) days of publication of notice, request
                   the District for a hearing before the Board at
                   which the sole issue shall be whether the
                   modification, amendment, or other change in the
                   Manual violates the Compact.  The Board may
                   reject frivolous requests for hearing and requests
                   filed by persons lacking a non-frivolous interest
                   which is substantially affected.

               b.  Requests by a substantially affected third person
                   for a hearing shall contain the information and
                   follow the form set forth in the Manual.

               c.  Within five (5) days of receipt of a request for
                   hearing, the District shall provide the Tribe and
                   the State with copies of the request and all other
                   materials filed.

               d.  Minor, nonsubstantive changes to the Manual
                   may be made at any time upon agreement of the
                   Tribe, the State and the District.  Such changes
                   include, but are not limited to, editorial changes
                   necessary for clarity and change of address.
                   Neither notice nor an opportunity for hearing
                   need be given before such changes become
                   effective.  When the parties agree upon
                   substantive changes pursuant to this section,
                   minor, nonsubstantive changes previously made,
                   but not noticed, shall also be noticed.

       5.  For purposes of this section, the Tribe shall act through
           its Tribal Council, the District through its Governing
           Board and the State through the Governor and
           Cabinet, sitting as the Land and Water Adjudicatory
           Commission, or their successors.

VIII.  COURT ACTION

       A.  The parties to the Compact will seek federal legislation
           giving the District Court of the Southern District of
           Florida original jurisdiction of all civil actions brought by
           or against the Seminole Tribe to enforce the Compact's
           provisions, including enforcement of agreements to arbitrate
           under the authority of the Compact.

       B.  No action in federal district court shall be instituted under
           the Compact unless the party has complied with
           administrative procedures specified under Part VII. of the
           Compact and the Manual.  Unless otherwise specified in the
           Compact, any action brought by any person who is not a
           party to the Compact shall be brought ex rel the District.  A
           party proceeding ex rel may not challenge the validity of any
           final District action.

       C.  In any action commenced under the Compact, a special
           master shall be appointed to report to the federal district
           court on questions of fact and law, unless the court makes a
           determination, in the exercise of sound judicial discretion,
           that use of a special master is not warranted.  Actions under
           the Compact shall be decided on an expedited basis.

       D.  Except for those persons having Tribal remedies, the judicial
           procedures specified in this part and the administrative
           procedures specified in Part VII. of the Compact shall be the
           exclusive procedures for resolution of any matter or dispute
           arising under the terms of the Compact or involving Tribal
           water use and any determination made under these
           procedures shall be final for all purposes, subject only to
           appeal from decisions of the federal district court presently
           allowed by federal law.

       E.  In an action brought under the Compact for permanent
           injunctive relief or in any final determination on the
           merits, the substantially prevailing party shall be entitled
           to costs and attorney's fees.

       F.  The Seminole Tribe of Florida, the State of Florida and the
           South Florida Water Management District expressly waive
           any immunity each may have to civil actions for injunctive
           relief commenced to enforce the Compact and its
           implementing federal legislation.

       G.  The District or any person who timely requested a hearing or
           filed a notice of reliance, as set forth in the Manual, shall
           have a thirty (30) days after the Tribe files notice of its
           intent with regard to the Work Plan, to commence suit in
           federal court,.  Such action shall not be ex rel the
           District.  Persons who requested a hearing or filed a notice
           of reliance shall have an additional ten (10) days following
           expiration of the thirty (30) days to commence suit in
           federal court ex rel the District to enforce final District
           action.

       H.  The Tribe may file suit in federal district court on a third
           party's permit within thirty (30) days of final District
           action.

       I.  1.  Any action filed in federal court shall deal separately
               with disputed issues of District procedure,
               interpretations of law, determinations of fact or policy
               within the District's exercise of delegated discretion.
               If the federal court determines that either the fairness
               of the proceeding or the correctness of the action may
               have been impaired by a material error in procedure or
               failure to follow prescribed procedure, then the
               federal court shall remand the case for further District
               action.  If the federal court finds that the District
               erroneously interpreted a provision of law and that a
               correct interpretation compels a particular action, it
               shall either set aside or modify the District action or
               remand the case to the District for further action under
               a correct interpretation of the provision of law.

           2.  This subsection applies when a formal hearing has
               been hels pursuant to section 120.57, Florida Statutes
               (1985).  If the District's action depends on any fact
               found by the District in a proceeding meeting the
               requirement of section 120.57, Florida Statutes, the
               federal court shall not substitute its judgment for that
               of the District as to the weight of the evidence on any
               disputed finding of fact.  The federal court shall,
               however, set aside the District's action or remand the
               case to the District if it finds that the District's
               action depends on a finding of fact that is not supported
               by competent or substantial evidence in the record.  The
               federal court shall remand the case to the District if it
               finds that the District exercise of discretion is either
               outside the range of discretion delegated to the
               District by law; inconsistent with a District rule;
               inconsistent with an officially stated District policy or
               prior District practice, if deviation therefrom is not
               explained by the District; or otherwise in violation of a
               constitutional or statutory provision.  However, the
               federal court shall not substitute its judgment for that
               of the District on an issue of discretion.  Such review
               shall not be de novo.  Section 373.114, Florida Statutes
               (1985), shall not apply.

       J.  No action in federal district court may be commenced until
           the Board has taken final District action, unless delay would
           cause irreparable injury and the relief requested is a
           temporary restraining order.

       IN WITNESS WHEREOF, the parties hereto have affixed their hands
       and seals on the dates set forth below

                                  ______________________________________
                                  DEPARTMENT OF NATURAL RESOURCES

                                  ______________________________________
                                                   Date

                                  ______________________________________
                                         Legal Form Approval

                                  ______________________________________
                                  SOUTH FLORIDA WATER MANAGEMENT
                                  DISTRICT

                                  ______________________________________
                                                   Date

                                  ______________________________________
                                         Legal Form Approval

                                  ______________________________________
                                  SEMINOLE TRIBE OF INDIANS OF FLORIDA

                                  ______________________________________
                                                   Date

                                  ______________________________________
                                         Legal Form Approval

Agreement Between the Seminole Tribe and United States Sugar Corporation
for Allocation of Water from the Lands of the Big Cypress Seminole
Reservation and the United States Sugar Corporation Lands Adjacent
Thereto

     WHEREAS, the UNITED STATES SUGAR CORPORATION (the "Corporation")
owns certain lands adjacent to the Seminole Big Cypress Reservation
(the "Reservation"); and

     WHEREAS, the Corporation has received certain permits from the
South Florida Water Management District for development of groundwater
and surface water on these lands; and

     WHEREAS, the Seminole Tribe (the "Tribe") has negotiated a water
rights compact with the South Florida Water Management District and the
State of Florida; and

     WHEREAS, the Tribe and the Corporation are desirous of avoiding
any controversy over these matters; and

     WHEREAS, it appears possible to avoid any conflict between the
Tribe and the Corporation by entering into a site specific agreement
allocating the designated water resources; and

     WHEREAS, the essential principles of an agreement have been agreed
to by the Tribe and the Corporation; and

     The Tribe and the Corporation agree as follows:

     1.  An area of land comprising Sections 31, 32, 33, 34, 35, 36,
         Township 47 South, Range 34 East and Sections 1, 2, 3, 4, 5, 6,
         8, 9, 10, 11, Township 48 South, Range 34 East of the
         Corporation's land and comprising certain lands owned by the
         Tribe which lands will be identified by August 15, 1987, will
         be identified as a Zone of Influence within which water
         withdrawals may have an impact on available water supplies
         beyond the boundary of each party's ownership (such lands
         together referred to herein as the "Zone of Influence").  If it
         is determined, based upon pump test date acquired by the Tribe
         and the Corporation that water withdrawals in or beyond this
         Zone of Influence will have impacts which are inconsistent with
         this Agreement, then

                               Exhibit A

         the party creating these impacts will mitigate them by limiting
         the amounts and methods of withdrawal within the Zone of
         Influence.  For purposes of determining the maximum allowable
         withdrawals from the Zone of Influence, the entire general area
         suitable for agricultural development will be considered as a
         single agricultural development regardless of the timing of
         development by the Tribe and the Corporation.  Within the Zone
         of Influence, water supplies will be allocated and amounts and
         methods of withdrawals authorized so that the Tribe and the
         Corporation accommodate and protect the water needs of each
         other and conduct economic activities without operational
         interference.  Within the Zone of Influence neither party will
         utilize inefficient methods of withdrawal or use or otherwise
         consume water by wasteful means resulting in adverse impacts
         or limitations beyond the ownership of each party to the degree
         that adequate supplies become unavailable to the other.  It is
         understood that the Tribe or the Corporation may use the water
         withdrawn anywhere for non-agricultural purposes although the
         amount of withdrawals will be limited to amounts normally
         allowed by the District as of the date of the Compact for
         agricultural uses on available acreages.  For purposes of
         determining maximum allowable withdrawals, withdrawal needs
         shall be determined based upon agricultural uses to include,
         without limitation, citrus, other fruits, vegetables, and
         improved pasture.  Agricultural uses assumed for purposes of
         withdrawal must be feasible based upon soils and other natural
         resource or climate limitations.  The determination of
         withdrawal limitations and methods shall be based only upon the
         provisions of this Agreement and on any subsequent agreement or
         supplement hereto and not upon rights or priorities otherwise
         available under the Compact or under state or federal law.

     2.  In periods of drought or otherwise limited water supplies, the
         Tribe and the Corporation will be required to limit withdrawals
         of surface water or groundwater from the Zone of Influence, as
         the case may be, so that available respective ground or surface
         supplies are shared equitably between them.  The site specific
         abundance of water supplies available to the Tribe or the
         Corporation may allow a greater withdrawal of water by either
         so long as withdrawal from a particular supply does not
         inequitably limit the other.

     3.  In order to achieve agreed methods and amounts of withdrawal
         within the Zone of Influence of available water supplies as
         specified in Paragraphs 1 and 2 above, site specific ground
         water criteria for well placement, construction, pump type,
         pump depth and operation and criteria for surface water
         withdrawal works shall be established by a subsequent
         supplement to this Agreement.  Identification of the
         Reservation lands comprising part of the Zone of Influence and
         site specific criteria described above shall be based upon pump
         test data acquired by the Corporation within its land and pump
         test data acquired by the Tribe within the Reservation.  The
         Tribe shall perform a pump test in the general vicinity of the
         Northwest Quarter of Section 23, Township 48 South, Range 34
         East, and acquire the date therefrom no later than August 15,
         1987.  In the event that the Tribe does not acquire data from
         the Reservation by August 15, 1987 then the Tribe's portion of
         the Zone of Influence and site specific criteria shall be based
         upon test date acquired by the Corporation from its land and
         other existing data, including data complied by the South
         Florida Water Management District from test wells on
         Reservation lands.  The Zone of Influence and specific criteria
         based upon this data will be modified, if necessary, based upon
         further data acquired by the Tribe from the Reservation,
         provided, however, that operational or construction
         modifications will not apply to wells or surface water
         works constructed in accord with the original criteria.

     4.  If operating experience in all or any portion of the Zone of
         influence demonstrates that any specific operating criteria
         such as withdrawal rates developed under this agreement for
         wells and withdrawal works are overly or underly restrictive
         and require modification by relaxing or increasing 
         restrictions to achieve the intent and purpose of this 
         Agreement, then such criteria may be modified by agreement.

     5.  In the event of failure to reach subsequent agreement required
         under Paragraphs 1 and 3, the matter shall be resolved by
         binding arbitration conducted by a panel of three technical
         experts applying the technical standards established by these
         paragraphs and any supplements to this Agreement and
         evaluating the data offered by either party for these purposes.
         If a subsequent agreement has not been reached within ninety
         days (90) after identifying data upon which determinations of
         the Zone of Influence and site specific criteria will be based,
         then arbitration shall commence on the request of either party.
         The Tribe and the Corporation shall each select one panel
         member and a third panel member shall be selected by the two
         panel members previously selected by the parties.  Upon the
         failure of the two panel members to select a third, this panel
         member shall be appointed by the U.S. District Court for the
         Southern District of Florida ("The Court").  All determinations
         shall be made by majority vote of the panel members.  The
         decision of the arbitration panel shall be made in writing at
         the time fixed by the panel or ordered by the Court.  All
         expenses of the panel shall be paid equally by the parties.
         Upon application of a party, the Court shall vacate a decision
         of the panel that was procured by fraud, corruption or action
         which is beyond the powers of the panel.  Alternatively, upon
         application made within sixty (60) days of a written decision,
         the Court may modify or correct a decision when there is an
         evident miscalculation of figures or mistake in the
         description of any thing or property referred to in the
         arbitration decision.  Upon confirming or modifying a decision
         of the panel, the Court shall enter a judgment which may be
         enforced as any other judgment.

     6.  Any Arbitration decision or subsequent agreements needed to
         complete or amend this Agreement shall not affect the
         authority of the District to evaluate work plans or permit
         applications under provisions of the Compact or state law or
         the rights of substantially affected third parties from
         participating in District proceedings.

     7.  This Agreement shall be effective as of the date of execution
         hereof and, upon the Compact becoming effective, shall remain
         in effect so long as the Compact is in existence.  In the event
         the Compact is not approved or finally effective or held to be
         invalid, this Agreement will remain in effect and the
         Corporation and the Tribe shall make their best efforts to
         cause this Agreement to be binding and effective, including but
         not limited to, making efforts to obtain any required approval
         of any government agency or body.

     8.  The parties agree to share all data in their possession on the
         lands located within the Zone of Influence, including but not
         limited to, data from test wells.  Neither will disclose data
         provided to any other private or public person or entity.

     DATED this 15th day of May, 1987.

WITNESSES:                           SEMINOLE TRIBE OF FLORIDA

_______________________________      By:________________________________
                                        James Shore, General Counsel
_______________________________

WITNESSES:                           UNITED STATES SUGAR CORPORATION

_______________________________      By:________________________________
                                        John B. Boy, President
_______________________________

           Agreement Between the Seminole Tribe of Florida
          and Lykes Bros., Inc. on Withdrawal of Groundwater
           on the Brighton Reservation and the Lykes Bros.'
                  Land Adjacent and Contiguous Thereto

         The parties to this Agreement, the Seminole Tribe of
Florida (the "Tribe") and Lykes Bros., Inc. (the "Corporation"),
made under authority of Part VI, Section A of the Water Rights
Compact among the Seminole Tribe of Florida, the State of
Florida and the South Florida Water Management District, agree
as follows:

         1.  The determination, as between the parties, of
limitations on groundwater withdrawals on the lands owned by the
parties on May 15, 1987 within the Indian Prairie Basin as
described in Rule 40E 21.691(6)(a) Florida Administrative Code
(1987) shall be based upon the provisions of this Agreement and
on any subsequent agreement between them and not upon rights,
priorities or preferences otherwise available to the Tribe or
the Corporation under the Compact or under State or Federal law,
and neither party shall have standing to object to groundwater
withdrawals made or proposed by the other on such lands,
provided, however, that each party shall be bound by the rules
set forth in section 3 of this Agreement for lands within the
"well placement and set-back zone" defined below.

         2.  The lands of both parties in the following sections
abutting the common boundary between the Tribe and the Corporation
lands delineated on the map attached hereto, are designated
as the "well placement and setback zone" of groundwater
withdrawals:

         Sections 19, 30, 31, Township 38 South, Range
         33 East; Sections 24, 25, 34, 35, 36, Township
         38 South, Range 32 East; Sections 1, 2,
         3, 4, 9, 10, 16, 17, 21, 22, 27, 28, 33 and
         34, Township 39 South, Range 32 East; Sections
         4, 5, 8, 9, and 16, Township 40 South,
         Range 32 East.

         3.  In the "well placement and setback zone" defined in
Section 2 of this Agreement, the following rules will be observed
in development of groundwater in the Floridan and Shallow
Aquifers:

         (a)  Floridan Aquifer (greater than 150 feet)
              1000 feet set-back from boundary,
           no more than 2 wells per quarter section.

           (b)  Shallow Aquifer (less than 150 feet)
                700 feet set-back from boundary,
           no more than 4 wells per quarter section.

         4.  Any wells presently existing in the "well placement
and setback zone" shall be exempt from the limitations imposed
by Section 3 of this Agreement, provided that no new wells may
be added in any quarter section if they would cause the total
new and existing wells to exceed the limit defined in Section 3
in that quarter section.  However, the parties agree to use best
efforts to operate all presently existing wells in such manner
as to minimize interference with the groundwater operations of
the other party.

         5.  Construction of wells shall follow applicable
District requirements, including but not limited to requirements as
to casing.

         6.  This Agreement shall be retroactively effective as
of May 15, 1987 and, as between the parties, shall have the
force and effect of the Compact.

         7.  It is understood that this Agreement can have no
force and effect until approved by the Governing Board of the
South Florida Water Management District, adopted by the Seminole
Tribal Council and until the Compact which authorizes it is
finally approved by Congress.  The parties agree that the
Agreement must be submitted for approval in the form approved by the
Governing Board on May 15, 1987, and that no change in the
Agreement will be effective unless agreed to by both parties.

         This Agreement will be null and void on December 31,
1988 unless it has received all necessary approvals and/or
ratifications by that date.

                                   ___________________________
                                   Lykes Bros., Inc.
                                   By:  Tom L. Rankin, President

                                   ____________________________
                                   Seminole Tribe of Florida
                                   By:  James Shore, Esq.
                                   General Counsel

Well placement and set-back zone - SEE HARD COPY


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