SECURITIES AND EXCHANGE COMMISSION
                                  UNITED STATES
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

        Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported)        January 14, 1998
                           REGENCY REALTY CORPORATION
             (Exact name of registrant as specified in its charter)



     Florida                          1-12298                   59-3191743
(State or other jurisdiction        Commission               (IRS Employer
     of incorporation)             File Number)             Identification No.)


  121 West Forsyth Street, Suite 200
           Jacksonville, Florida                                    32202
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number including area code:             (904)-356-7000



                            Not Applicable
             (Former name or former address, if changed since last report)






ITEM 5.                       OTHER EVENTS
Regency Realty Corporation,  through its wholly owned subsidiaries (together the
"Company")  acquired five shopping centers (the "1998 Acquisition  Properties"),
in addition  to the Midland  Properties  described  below,  during the months of
January  through June 1998.  The  individual or the aggregate  purchase price of
these  acquisitions,  as provided below, did not individually  exceed 10% of the
Company's total assets. The acquisitions were made pursuant to separate purchase
agreements,  the  sellers  of which are  unrelated  to the  Company.  All of the
properties  currently operate as neighborhood retail shopping centers,  and will
continue as such. The purchase price of each shopping center was funded from the
Company's  revolving  line of credit with Wells Fargo Realty  Advisors  Funding,
Inc.

The factors  considered by the Company in  determining  the price to be paid for
the shopping centers included  historical and expected cash flow,  nature of the
tenancies and terms of the leases in place,  occupancy rates,  opportunities for
alternative and new tenancies,  current operating costs,  physical condition and
location,  and the anticipated impact on the Company's  financial  results.  The
Company took into consideration  capitalization rates at which it believes other
shopping  centers have recently  sold,  but determined the purchase price on the
factors  discussed above. No separate  independent  appraisals were obtained for
the properties acquired.

The following summarizes the 1998 Acquisition Properties:



Property Purchase Acquisition Occupancy at Name Price Date GLA City/State Acquisition Delk Spectrum $13,987,236 1-14-98 100,880 Marietta, GA 100.0% Bloomingdale $18,096,719 2-11-98 267,935 Brandon, FL 98.0% Silverlake $ 9,283,350 6-3-98 100,500 Erlanger, KY 91.2% Highland Square $12,501,000 6-17-98 226,682 Jacksonville, FL 90.0% Shoppes @ 104 $12,189,650 6-19-98 108,435 Miami, FL 94.0% =========== ======== Total $66,057,955 804,432 =========== ========
In January 1998, the Company entered into an agreement to acquire shopping centers from various entities comprising the Midland Group consisting of 21 shopping centers plus 11 shopping centers under development. The Company acquired 13 of the Midland shopping centers during March 1998 containing 1.3 million square feet for approximately $111.0 million. Those shopping centers are included in the Company's March 31, 1998 balance sheet. Subsequent to March 31, 1998, the Company has acquired or will acquire six additional shopping centers for $56.1 million and during July and August 1998, expects to acquire an additional three properties under development for $41.3 million. In addition, during 1998, the Company expects to pay $4.6 million in additional costs related to joint venture investments and other transaction costs related to acquiring the various shopping centers from Midland, and during 1999 and 2000 expects to pay contingent consideration of $23.0 million. The Company previously filed Form 8-K dated January 12, 1998 that summarized the transaction and provided 1996 audited financial statements of the Midland Properties. The enclosed pro forma financial statements for the year ended December 31, 1997 include the Midland shopping centers and their related audited financial statements for the year then ended. In June 1998, the Company, through an operating partnership in which it is the general partner, sold $80 million of 8.125% Series A Cumulative Redeemable Preferred Units to an institutional investor in a private placement. The enclosed pro forma financial statements include the net proceeds from the offering. In December 1997, the Company sold one office building for $2.6 million and recognized a gain on the sale of $451,000. During the first quarter of 1998, the Company sold three office buildings and a parcel of land for $26.7 million, and recognized a gain on the sale of $9.3 million. The enclosed pro forma financial statements include adjustments to reflect the reversal of the revenues and expenses from the office buildings generated during 1997 and 1998, including the gains on the sale of the office buildings as if the sales had been completed on January 1, 1997. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS A. Financial Statements (a) DELK SPECTRUM SHOPPING CENTER Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1997. (b) BLOOMINGDALE SQUARE Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1997. (c) MIDLAND PROPERTIES Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1997. (d) HIGHLAND SQUARE SHOPPING CENTER Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1997. (e) SILVERLAKE SHOPPING CENTER Audited Statement of Revenues and Certain Expenses for the year ended December 31, 1997. B. Pro Forma Financial Information (a) REGENCY REALTY CORPORATION Pro Forma Consolidated Balance Sheet, March 31, 1998 (unaudited). Pro Forma Consolidated Statements of Operations for the Three-Month Period ended March 31, 1998 and the Year ended December 31, 1997 (unaudited). C. Exhibits: 10. Material Contracts * (a) Contribution Agreement dated November 3, 1997, between RRC Acquisitions, Inc., a wholly-owned subsidiary of the Company as purchaser and Cobb-Powers Ferry/Southside Associates, L.P. as seller relating to the acquisition of Delk Spectrum Shopping Center. * (b) Purchase and Sale Agreement dated October 7, 1997, between RRC Acquisitions,Inc., a wholly-owned subsidiary of the Company as purchaser and Bloomingdale Associates, Ltd. as seller relating to the acquisition of Bloomingdale Square. (c) Purchase and Sale Agreement dated April 4, 1998, between RRC Acquisitions Two, Inc., a wholly-owned subsidiary of the Company as purchaser and Silverlake Development Co., Ltd. as seller relating to the acquisition of Silverlake Shopping Center. (d) Purchase and Sale Agreement dated February 24, 1998, between RRC Acquisitions, Inc., a wholly owned subsidiary of the Company as purchaser and Ricardo Pines, Pines Highland Square Associates, Ltd., and Pines Group, Inc. as seller relating to the acquisition of Highland Square Shopping Center. (e) Purchase and Sale Agreement dated March 20, 1998, between RRC Acquisitions Two, Inc., a wholly owned subsidiary of the Company as purchaser and Nationwide Life Insurance Company as seller relating to the acquisition of Shoppes @ 104. 23. Consent of KPMG Peat Marwick LLP * Incorporated by reference to Form 10-Q filed May 15, 1998. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REGENCY REALTY CORPORATION (registrant) July 20, 1998 By: /s/ J. Christian Leavitt ---------------------------- J. Christian Leavitt Vice President and Treasurer Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses of Delk Spectrum Shopping Center for the year ended December 31, 1997. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Delk Spectrum Shopping Center was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in a Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1, that would not be comparable to those resulting from the proposed future operation of the property. The presentation is not intended to be a complete presentation of Delk Spectrum Shopping Center revenues and expenses. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses, described in note 1, of Delk Spectrum Shopping Center for the year ended December 31, 1997, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Jacksonville, Florida May 15, 1998 DELK SPECTRUM SHOPPING CENTER Statement of Revenues and Certain Expenses For the year ended December 31, 1997 Revenues: Minimum rent $ 1,355,213 Recoveries from tenants 144,801 Percentage rent 10,296 ------------- Total revenues 1,510,310 Operating expenses: Real estate taxes 87,763 Operating and maintenance 57,295 Management fees 33,966 General and administrative 12,231 ------------- Total expenses 191,255 Revenues in excess of certain expenses $ 1,319,055 ============= See accompanying notes to statement of revenues and certain expenses. DELK SPECTRUM SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1997 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 100,880 square foot shopping center (the "Property") located in Marietta, Georgia. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1997, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and certain other non operating expenses. 2. Related Party Transaction During the year, management fees of $33,966 were paid to a property manager which is a related entity of the Property. The Property pays management fees of 2.5% of total income reported on the cash basis. 3. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. DELK SPECTRUM SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses 4. Operating Leases For the year ended December 31, 1997, the following tenants paid minimum rent which exceeded 10% of the total minimum rent earned by the Property: Minimum Tenant Rent Paid A&P Food Stores $ 431,952 Blockbuster Video 149,316 Outback Steakhouse, of Georgia - I, L.P. 136,032 The Property is leased to tenants under operating leases with expiration dates extending to the year 2016. Future minimum rent under noncancelable operating leases as of December 31, 1997, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1998 $ 1,322,718 1999 1,280,486 2000 1,250,745 2001 1,112,330 2002 724,383 Independent Auditors' Report The Board of Directors Regency Realty Corporation: We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Bloomingdale Square was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in a Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1, that would not be comparable to those resulting from the proposed future operation of the property. The presentation is not intended to be a complete presentation of Bloomingdale Square revenues and expenses. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses, described in note 1, of Bloomingdale Square for the year ended December 31, 1997, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Jacksonville, Florida May 13, 1998 - 1 - BLOOMINGDALE SQUARE Statement of Revenues and Certain Expenses For the year ended December 31, 1997 Revenues: Minimum rent $ 1,862,950 Recoveries from tenants 458,560 Percentage rent 42,746 ------------- Total revenues 2,364,256 Operating expenses: Operating and maintenance 214,721 Real estate taxes 209,525 Management fees 93,803 General and administrative 90,227 ------------- Total expenses 608,276 Revenues in excess of certain expenses $ 1,755,980 ============= See accompanying notes to statement of revenues and certain expenses. BLOOMINGDALE SQUARE Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1997 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 267,935 square foot shopping center (the "Property") located in Brandon, Florida. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1997, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and certain other non operating expenses. 2. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. BLOOMINGDALE SQUARE Notes to Statement of Revenues and Certain Expenses 3. Operating Leases For the year ended December 31, 1997, the following tenants paid minimum rent which exceeded 10% of the total minimum rent earned by the Property: Minimum Tenant Rent Paid Wal-Mart $ 405,550 Publix 208,924 Beall's Department Stores 185,250 The Property is leased to tenants under operating leases with expiration dates extending to the year 2006. Future minimum rent under noncancelable operating leases as of December 31, 1997, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1998 $ 1,885,581 1999 1,805,590 2000 1,580,180 2001 1,397,825 2002 1,149,187 Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses of the Midland Properties for the year ended December 31, 1997. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of the Midland Properties was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in a Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1, that would not be comparable to those resulting from the proposed future operation of the properties. The presentation is not intended to be a complete presentation of the Midland Properties revenues and expenses. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses, described in note 1, of the Midland Properties for the year ended December 31, 1996, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Jacksonville, Florida July 8, 1998 - 1 - MIDLAND PROPERTIES Statement of Revenues and Certain Expenses For the year ended December 31, 1997 Revenues: Minimum rent $ 16,468,353 Recoveries from tenants 2,239,717 Percentage rent 14,118 ---------------- Total revenues 18,722,188 Operating expenses: Operating and maintenance 1,193,921 Management fees 554,670 Real estate taxes 1,635,129 General and administrative 486,452 ---------------- Total expenses 3,870,172 Revenues in excess of certain expenses $ 14,852,016 ================ See accompanying notes to statement of revenues and certain expenses. MIDLAND PROPERTIES Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1997 1. Basis of Presentation The statement of revenues and certain expenses combines the operations of the following 19 shopping centers (Midland Properties), in which Midland Development Group, Inc., or one of its affiliated entities, is the general partner: Square Property Name Location Feet Beckett Commons West Chester, OH 80,434 Bent Tree Plaza Raleigh, NC 79,503 Brookville Plaza Lynchburg, VA 63,664 Cherry Grove Plaza Cincinnati, OH 186,040 East Point Crossing Columbus, OH 86,520 Evans Crossing Evans, GA 76,580 Franklin Shopping Centers Franklin, KY 205,060 Hamilton Meadows Hamilton, OH 126,251 Lake Pine Plaza Raleigh, NC 87,690 Lake Shores Plaza Detroit, MI 85,478 Kernersville Plaza Kernersville, NC 72,590 North Gate Plaza Columbus, OH 85,100 Maynard Crossing Raleigh, NC 122,813 Shoppes at Mason Cincinnati, OH 80,880 St. Ann Square St. Ann, MO 82,498 Statler Square Staunton, VA 133,660 West Chester Plaza Westchester, OH 88,181 Windmiller Farms Columbus, OH 119,192 Worthington Park Centre Worthington, OH 93,092 This financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1997, the Midland Properties were acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Midland Properties will be included in the consolidated financial statements of RRC beginning at the acquisition date. MIDLAND PROPERTIES Notes to Statement of Revenues and Certain Expenses 1. Basis of Presentation, continued The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Midland Properties, have been excluded. RRC is not aware of any material factors relating to the Midland Properties that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Midland Properties have been excluded, and consist of interest, depreciation, professional fees, and certain other non operating expenses. 2. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. Operating Leases For the year ended December 31, 1997, Kroger Supermarkets, an anchor tenant in all 19 of the shopping centers, paid minimum rent of $8,363,436, which exceeded 10% of the total minimum rent earned by all the Midland Properties. The Midland Properties are leased to tenants under operating leases with expiration dates extending to the year 2022. Future minimum rent under noncancelable operating leases as of December 31, 1997, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1998 $ 17,280,288 1999 16,587,478 2000 15,311,669 2001 14,285,341 2002 12,150,739 MIDLAND PROPERTIES Notes to Statement of Revenues and Certain Expenses 4. Related Party Transactions Midland Development Group, Inc., serves as managing agent for the Midland Properties and receives a management fee of approximately 4% of minimum and percentage rent, as adjusted and defined, which amounted to $554,670 for the year ended December 31, 1997. Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses of Highland Square Shopping Center for the year ended December 31, 1997. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Highland Square Shopping Center was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in a Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1, that would not be comparable to those resulting from the proposed future operation of the property. The presentation is not intended to be a complete presentation of Highland Square Shopping Center revenues and expenses. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses, described in note 1, of Highland Square Shopping Center for the year ended December 31, 1997, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Jacksonville, Florida July 1, 1998 - 1 - HIGHLAND SQUARE SHOPPING CENTER Statement of Revenues and Certain Expenses For the year ended December 31, 1997 Revenues: Minimum rent $ 1,122,221 Recoveries from tenants 187,529 Percentage rent 111,154 ------------- Total revenues 1,420,904 Operating expenses: Real estate taxes 171,358 Operating and maintenance 98,963 General and administrative 76,051 Management fees 54,111 ------------- Total expenses 400,483 Revenues in excess of certain expenses $ 1,020,421 ============= See accompanying notes to statement of revenues and certain expenses. HIGHLAND SQUARE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1997 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 226,682 square foot shopping center (the "Property") located in Jacksonville, Florida. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1997, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and certain other non operating expenses. 2. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. HIGHLAND SQUARE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses 3. Operating Leases For the year ended December 31, 1997, one tenant, Winn Dixie Stores, Inc. paid minimum rent of $223,000 which exceeded 10% of the total minimum rent earned by the Property. The Property is leased to tenants under operating leases with expiration dates extending to the year 2014. Future minimum rent under noncancelable operating leases as of December 31, 1997, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1998 $ 1,052,126 1999 878,359 2000 659,175 2001 427,187 2002 334,822 4. Related Party Transactions Pines Group, Inc., a related party through common general partners, serves as managing agent for Highland Square Shopping Center and receives a management fee of approximately 4% of total revenues which amounted to $54,111 for the year ended December 31, 1997. Independent Auditors' Report The Board of Directors Regency Realty Corporation: We have audited the accompanying statement of revenues and certain expenses of Silverlake Shopping Center for the year ended December 31, 1997. This financial statement is the responsibility of management. Our responsibility is to express an opinion on this statement of revenues and certain expenses based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues and certain expenses. We believe that our audit provides a reasonable basis for our opinion. The accompanying statement of revenues and certain expenses of Silverlake Shopping Center was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in a Form 8-K of Regency Realty Corporation and excludes material amounts, described in note 1, that would not be comparable to those resulting from the proposed future operation of the property. The presentation is not intended to be a complete presentation of Silverlake Shopping Center revenues and expenses. In our opinion, the statement of revenues and certain expenses referred to above presents fairly, in all material respects, the revenues and certain expenses, described in note 1, of Silverlake Shopping Center for the year ended December 31, 1997, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Jacksonville, Florida June 30, 1998 - 1 - SILVERLAKE SHOPPING CENTER Statement of Revenues and Certain Expenses For the year ended December 31, 1997 Revenues: Minimum rent $ 819,303 Recoveries from tenants 142,294 ----------- Total revenues 961,597 Operating expenses: Operating and maintenance 84,650 Real estate taxes 85,302 Management fees 11,043 General and administrative 31,995 ----------- Total expenses 212,990 Revenues in excess of certain expenses $ 748,607 =========== See accompanying notes to statement of revenues and certain expenses. SILVERLAKE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses For the year ended December 31, 1997 1. Basis of Presentation The statement of revenues and certain expenses relates to the operation of a 100,500 square foot shopping center (the "Property") located in Erlanger, KY. The Property's financial statement is prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. Subsequent to December 31, 1997, the Property was acquired by Regency Realty Corporation (RRC) in a transaction accounted for as a purchase. All operations of the Property will be included in the consolidated financial statements of RRC beginning at the acquisition date. The accompanying financial statement is not representative of the actual operations for the period presented as certain expenses, which may not be comparable to the expenses expected to be incurred by RRC in the proposed future operation of the Property, have been excluded. RRC is not aware of any material factors relating to the Property that would cause the reported financial information not to be necessarily indicative of future operating results. Costs not directly related to the operation of the Property have been excluded, and consist of interest, depreciation, professional fees, and certain other non operating expenses. 2. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. SILVERLAKE SHOPPING CENTER Notes to Statement of Revenues and Certain Expenses 3. Operating Leases For the year ended December 31, 1997, one tenant, Kroger Supermarkets, paid minimum rent of $466,104 which exceeded 10% of the total minimum rent earned by the Property. The Property is leased to tenants under operating leases with expiration dates extending to the year 2014. Future minimum rent under noncancelable operating leases as of December 31, 1997, excluding tenant reimbursements of operating expenses and excluding additional contingent rentals based on tenants' sales volume, are as follows: Year ending December 31, Amount 1998 $ 826,061 1999 711,620 2000 671,534 2001 568,221 2002 526,588 =========== 4. Related Party Transactions Oakley Properties, Inc., an affiliated entity through common general partners, serves as the managing agent for the Property and received management fees of $11,043 for the year ended December 31, 1997. Regency Realty Corporation Pro Forma Condensed Consolidated Financial Statements The following unaudited pro forma condensed consolidated balance sheet is based upon the historical consolidated balance sheet of the Company as of March 31, 1998 as if the Company had completed the acquisition of all the Midland Properties and the 1998 Acquisition Properties as of that date. The following unaudited pro forma consolidated statements of operations of the Company are based upon the historical consolidated statements of operations for the three-month period ended March 31, 1998 and the year ended December 31, 1997. These statements are presented as if the Company had acquired the 1998 Acquisition Properties and 13 other properties acquired during 1997 (together the "Acquisition Properties"), as well as the Branch Properties and the Midland Properties as of January 1, 1997. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company's annual report filed on Form 10-K for the year ended December 31, 1997, and Form 10-Q for the period ended March 31, 1998. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the actual financial position or results of operations of the Company would have been at March 31, 1998 or December 31, 1997 assuming the transactions had been completed as set forth above, nor does it purport to represent the financial position or results of operations of the Company in future periods.
Midland Other Historical Properties Adjustments Pro Forma (a) Assets Real estate investments, at cost $ 950,050 $ 56,100 $ 33,974 (b) $ 1,040,124 Construction in progress 40,765 - - 40,765 Less: accumulated depreciation 40,833 - - 40,833 ------------ ------------ ------------ ------------ Real estate rental property, net 949,982 56,100 33,974 1,040,056 ------------ ------------ ------------ ------------ Investments in real estate partnerships 992 - - 992 ------------ ------------ ------------ ------------ Net real estate investments 950,974 56,100 33,974 1,041,048 ------------ ------------ ------------ ------------ Cash and cash equivalents 16,707 - - 16,707 Tenant receivables, net of allowance for uncollectible accounts 9,788 - - 9,788 Deferred costs, less accumulated amortization 4,532 - - 4,532 Other assets 3,981 - - 3,981 ============ ============ ============ ============ Total Assets $ 985,982 $ 56,100 $ 33,974 $ 1,076,056 ============ ============ ============ ============ Liabilities and Stockholders' Equity Mortgage loans payable $ 305,531 $ 31,732 $ (25,774)(c) $ 311,489 Acquisition and development line of credit 90,231 24,368 (18,652)(b)(c) 95,947 ------------ ------------ ------------ ----------- Total debt 395,762 56,100 (44,426) 407,436 Tenant's security and escrow deposits 2,562 - - 2,562 Accounts payable & other liabilities 11,911 - - 11,911 ------------ ------------ ------------ ------------ Total liabilities 410,235 56,100 (44,426) 421,909 ------------ ------------ ------------ ------------ Redeemable partnership units 28,106 - - 28,106 Preferred partnership units - - 78,400 (c) 78,400 Limited partners' interest in consolidated partnerships 7,414 - - 7,414 ------------ ------------ ------------ ------------ 35,520 - 78,400 113,920 ------------ ------------ ------------ ------------ Common stock and additional paid in capital 553,187 - - 553,187 Distributions in excess of net income (12,960) - - (12,960) ------------ ------------ ------------ ------------ Total stockholders' equity 540,227 - - 540,227 ------------ ------------ ------------ ------------ Total liabilities and stockholders' equity $ 985,982 $ 56,100 $ 33,974 $ 1,076,056 ============ ============ ============ ============ See accompanying notes to pro forma condensed consolidated balance sheet.
Regency Realty Corporation Notes to Pro Forma Condensed Consolidated Balance Sheet March 31, 1998 (Unaudited) (In thousands) (a) Acquisitions of Shopping Centers: In January 1998, the Company entered into an agreement to acquire shopping centers from various entities comprising the Midland Group consisting of 21 shopping centers plus 11 shopping centers under development. The Company acquired 13 of the Midland shopping centers during March 1998 containing 1.3 million square feet for approximately $111.0 million. Those shopping centers are included in the Company's March 31, 1998 balance sheet. Subsequent to March 31, 1998, the Company has acquired or will acquire six additional shopping centers for $56.1 million and during July and August 1998, expects to acquire an additional three properties under development for $41.3 million. In addition, during 1998, the Company expects to pay $4.6 million in additional costs related to joint venture investments and other transaction costs related to acquiring the various shopping centers from Midland, and during 1999 and 2000 expects to pay contingent consideration of $23.0 million. The following table sets forth the aggregate purchase price for East Point, Maxtown, Worthington, Franklin Square, St. Ann Square and Windmiller, which have been or will be acquired subsequent to March 31, 1998. Purchase Price ------------- East Point $ 8,215 Maxtown 7,712 Worthington 10,691 Franklin Square 11,375 St. Ann Square 6,653 Windmiller 11,454 ============= $ 56,100 ============= The following table represents the properties under development which the Company expects to acquire from Midland upon completion of construction during 1998. These properties are not included in these pro forma condensed consolidated financial statements. Expected Acquisition Purchase Date Price -------------- ------------- Garner Festival July-98 $ 20,571 Nashboro July-98 7,260 Crooked Creek August-98 13,471 ============= $ 41,302 ============= (b) Represents the aggregate purchase price for Silverlake Shopping Center, Highlands Square Shopping Center and Shoppes @ 104. The other Acquisition Properties were acquired prior to March 31, 1998 and are therefore included in the Company's March 31, 1998 balance sheet. Acquisition Purchase Date Price -------------- ------------- Silverlake Shopping Center June 3, 1998 $ 9,283 Highland Square Shopping Center June 17, 1998 12,501 Shoppes @ 104 June 19, 1998 12,190 ============= $ 33,974 ============= (c) Represents the proceeds from the offering of cumulative redeemable preferred units completed in June 1998, less estimated offering costs of 2%. At closing, the Company used the net proceeds from the offering, approximately $78.4 million, for the repayment of existing mortgage loans ($25.8 million) and the repayment of balances on the Line ($52.6 million). Regency Realty Corporation Pro Forma Consolidated Statements of Operations For the Three Month Period Ended March 31, 1998 and the Year Ended December 31, 1997 (Unaudited) (In thousands, except unit and per unit data)
For the Three Month Period Ended March 31, 1998 Midland Acquisition Other Historical Properties Properties Adjustments Pro Forma (e) (f) Revenues: Minimum rent $ 22,255 $ 3,332 $ 1,064 $ (697) (j) $ 25,954 Percentage rent 1,103 - 32 (8) (j) 1,127 Recoveries from tenants 4,821 410 208 (67) (j) 5,372 Management, leasing and brokerage fees 2,504 - - - 2,504 Equity in income of investments in real estate partnerships 1 - - - 1 ------- ------- ------- -------- ------- 30,684 3,742 1,304 (772) 34,958 ------- ------- ------- -------- ------- Operating expenses: Depreciation & amortization 5,456 676 (g) 280 (g) (453) (j) 5,959 Operating and maintenance 4,116 228 109 (122) (j) 4,331 General and administrative 3,433 180 81 (25) (j) 3,669 Real estate taxes 2,789 385 131 (81) (j) 3,224 ------- ------- ------- -------- ------- 15,794 1,469 601 (681) 17,183 ------- ------- ------- -------- ------- Interest expense (income): Interest expense 5,215 2,058 (h) 712 (i) (1,799) (k) 6,186 Interest income (335) - - - (335) ------- ------- ------- -------- ------- 4,880 2,058 712 (1,799) 5,851 ------- ------- ------- -------- ------- Income before minority interest and gain on sale of real estate investments 10,010 215 (9) 1,708 11,924 Gain on sale of real estate investments 10,237 - - (9,336) (j) 901 Minority interest (691) (9) - 4 (696) ------- ------- ------- -------- ------- Net income 19,556 206 (9) (7,624) 12,129 ------- ------- ------- -------- ------- Preferred distributions - - (1,625) (l) (1,625) ------- ------- ------- -------- ------- Net income for common stockholders $ 19,556 $ 206 $ (9) $ (9,249) $ 10,504 ======== ======= ======== ========= ======== Net income per share (note (m)): Basic $ 0.74 $ 0.37 ======== ========= Diluted $ 0.69 $ 0.37 ======== =========
See accompanying notes to pro forma consolidated statements of operations. Regency Realty Corporation Pro Forma Consolidated Statements of Operations For the Three Month Period Ended March 31, 1998 and the Year Ended December 31, 1997 (Unaudited) (In thousands, except unit and per unit data)
For the Year Ended December 31, 1997 Branch Midland Acquisition Other Historical Properties Properties Properties Adjustments Pro Forma (d) (e) (f) Revenues: Minimum rent $ 70,103 $ 3,596 16,482 14,452 (4,136) (j) $ 100,497 Percentage rent 2,151 167 0 299 - 2,617 Recoveries from tenants 16,601 751 2,240 3,136 (548) (j) 22,180 Management, leasing and brokerage fees 8,448 1,060 0 0 - 9,508 Equity in income of investments in real estate partnerships 33 - 0 0 - 33 ------------ ------------ ------------ ----------- ---------- ---------- 97,336 5,574 18,722 17,887 (4,684) 134,835 ------------ ------------ ------------ ----------- ---------- ---------- Operating expenses: Depreciation & amortization 16,303 972 2,994 (g) 3,458 (g) (855) (j) 22,872 Operating and maintenance 14,213 595 1,194 1,999 (1,260) (j) 16,741 General and administrative 9,964 683 1,042 931 (49) (j) 12,571 Real estate taxes 8,692 404 1,635 1,922 (447) (j) 12,206 ------------ ------------ ------------ ----------- ---------- ---------- 49,172 2,654 6,865 8,310 (2,611) 64,390 ------------ ------------ ------------ ----------- ---------- ---------- Interest expense (income): Interest expense 19,667 1,517 10,353 (h) 9,765 (i) (7,196) (k) 34,106 Interest income (1,000) (33) 0 0 - (1,033) ------------ ------------ ------------ ----------- ---------- ---------- 18,667 1,484 10,353 9,765 (7,196) 33,073 ------------ ------------ ------------ ----------- ---------- ---------- Income before minority interest and gain on sale of real estate investments 29,497 1,436 1,504 (188) 5,123 37,372 Gain on sale of real estate investments 451 - 0 0 (451) (j) - Minority interest (2,547) 1,010 (38) 5 52 (1,518) ------------ ------------ ------------ ----------- ---------- ---------- Net income 27,401 2,446 1,466 (183) 4,724 35,854 Preferred distributions - - 0 0 (6,500) (l) (6,500) ============ ============ ============ =========== ========== ========== Net income for common stockholders $ 27,401 $ 2,446 1,466 (183) $ (1,776) $ 29,354 ============ ============ ============ =========== ========== ========== Net income per share (note (m)): Basic $ 1.28 1.39 ============ ========= Diluted $ 1.23 1.28 ============ =========
See accompanying notes to pro forma consolidated statements of operations. Regency Realty Corporation Notes to Pro Forma Consolidated Statements of Operations For the Three Month Period Ended March 31, 1998 and the Year ended December 31, 1997 (Unaudited) (In thousands, except unit and per unit data) (d) Reflects pro forma results of operations for the Branch Properties for the period from January 1, 1997 to March 7, 1997 (acquisition date). (e) Reflects revenues and certain expenses for the Midland Properties for the period from January 1, 1998 to the earlier of the respective acquisition date of the property or March 31, 1998 and for the year ended December 31, 1997.
For the period from January 1, 1998 to the Acquisition Date Property Acquisition Minimum Recoveries Operating and Real General and Name Date Rent from Tenants Maintenance Estate Taxes Administrative --------- --------- -------------- ------------- ------------- --------------- Windmiller Farms Jul-98 $ 289 $ 45 $ 17 $ 36 $ 16 Franklin Square 4/29/98 303 19 27 25 13 St. Ann Square 4/17/98 184 3 17 - 5 East Point Crossing 4/29/98 223 19 15 46 8 North Gate Plaza 4/29/98 181 51 12 46 22 Worthington Park 4/29/98 227 74 17 61 7 Beckett Commons 3/1/98 113 7 6 14 4 Cherry Grove Plaza 3/1/98 239 11 13 22 21 Bent Tree Plaza 3/1/98 137 11 7 59 8 West Chester Plaza 3/1/98 130 12 13 42 7 Brookville Plaza 3/1/98 95 5 5 - 4 Lake Shores Plaza 3/1/98 123 10 5 - 6 Evans Crossing 3/1/98 116 4 5 - 6 Statler Square 3/1/98 164 15 13 1 8 Kernersville Plaza 3/1/98 120 4 8 - 8 Maynard Crossing 3/1/98 272 38 13 - 15 Shoppes at Mason 3/1/98 116 27 15 33 6 Lake Pine Plaza 3/1/98 152 13 10 - 9 Hamilton Meadows 3/1/98 148 42 10 - 7 ========= =========== ========== ============ =============== $ 3,332 $ 410 $ 228 $ 385 $ 180 ========= =========== ========== ============ ===============
For the year ended December 31, 1997 Property Acquisition Minimum Recoveries Operating and Real General and Name Date Rent from Tenants Maintenance Estate Taxes Administrative --------- --------- ------------------------------------------- --------------- Windmiller Farms Jul-98 $ 1,157 $ 181 $ 69 $ 143 $ 64 Franklin Square 4/29/98 1,270 171 158 94 98 St. Ann Square 4/17/98 741 149 60 119 42 East Point Crossing 4/29/98 821 159 50 107 51 North Gate Plaza 4/29/98 718 100 56 84 32 Worthington Park 4/29/98 862 208 67 124 59 Beckett Commons 3/1/98 687 140 38 83 47 Cherry Grove Plaza 3/1/98 1,445 175 85 131 105 Bent Tree Plaza 3/1/98 786 130 64 59 48 West Chester Plaza 3/1/98 807 70 72 84 45 Brookville Plaza 3/1/98 571 42 34 50 30 Lake Shores Plaza 3/1/98 759 156 55 96 32 Evans Crossing 3/1/98 613 84 34 50 33 Statler Square 3/1/98 913 76 43 54 60 Kernersville Plaza 3/1/98 605 58 29 51 33 Maynard Crossing 3/1/98 1,367 133 78 95 104 Shoppes at Mason 3/1/98 644 56 61 65 38 Lake Pine Plaza 3/1/98 827 93 54 51 46 Hamilton Meadows 3/1/98 889 59 87 95 75 ========= =========== ========== ============ =============== $ 16,482 $ 2,240 $ 1,194 $ 1,635 $ 1,042 ========= =========== ========== ============ ===============
(f) Reflects revenue and certain expenses of the Acquisition Properties for the periods from January 1, 1998 and 1997 to the respective acquisition date of the property.
For the period from January 1, 1998 to the Acquisition Date Property Acquisition Minimum Percentage Recoveries Operating and Real General and Name Date Rent Rent from Tenants Maintenance Estate Taxes Administrative ---- --------- --------- ----------- ------------ ------------- --------------- ----------- Delk Spectrum 1/14/98 $ 48 $ - $ 5 $ 2 $ 3 2 Bloomingdale Square 2/11/98 209 5 52 24 23 21 Silverlake 6/3/98 202 - 35 21 21 11 Highland Square 6/17/98 277 27 46 24 42 32 Shoppes @104 6/19/98 328 - 70 38 42 15 ========= =========== ========== ============ =============== =========== $ 1,064 $ 32 $ 208 $ 109 $ 131 81 ========= =========== ========== ============ =============== ===========
For the period from January 1, 1997 to the Acquisition Date Property Acquisition Minimum Percentage Recoveries Operating and Real General and Name Date Rent Rent from Tenants Maintenance Estate Taxes Administrative ---- --------- --------- ----------- -------------- ------------ --------------- ----------- Oakley Plaza 3/14/97 $ 142 $ - $ 14 $ 13 $ 13 $ 8 Mariner's Village 3/25/97 185 6 37 45 33 7 Carmel Commons 3/28/97 297 11 63 38 35 22 Mainstreet Square 4/15/97 193 - 34 42 30 15 East Port Plaza 4/25/97 543 - 107 96 65 33 Hyde Park Plaza 6/6/97 1,702 118 339 144 265 84 Rivermont Station 6/30/97 642 - 124 65 56 34 Lovejoy Station 6/30/97 306 - 63 36 29 9 Tamiami Trails 7/10/97 508 - 163 124 66 30 Garden Square 9/19/97 671 - 232 144 99 50 Kingsdale S.C. 10/10/97 1,334 - 300 325 221 75 Boynton Lakes Plaza 12/1/97 1,159 - 391 267 250 80 Pinetree Plaza 12/23/97 279 - 51 50 37 21 Delk Spectrum 1/14/98 1,355 10 145 57 88 46 Bloomingdale Square 2/11/98 1,863 43 459 215 209 184 Silverlake 6/3/98 819 - 142 85 85 43 Highland Square 6/17/98 1,122 111 187 99 171 130 Shoppes @104 6/19/98 1,332 - 285 154 170 60 ========= =========== ========== ============ =============== =========== $ 14,452 $ 299 $ 3,136 $ 1,999 $ 1,922 $ 931 ========= =========== ========== ============ =============== ===========
(g) Depreciation expense is based on the estimated useful life of the properties acquired. For properties under construction, depreciation expense is calculated from the date the property is placed in service through the end of the period. In addition, the three month period ended March 31, 1998 and year ended December 31, 1997 calculations reflect depreciation expense on the properties from January 1, 1997 to the earlier of the respective acquisition date of the property or March 31, 1998.
For the period from January 1, 1998 to the Acquisition Date Property Building and Year Building Depreciation Name Improvements Built/Renovated Useful Life Adjustment ------------- -------------- ------------ --------------- Delk Spectrum $ 10,417 1991 34 $ 11 Bloomingdale Square 13,189 1987 30 49 Silverlake Shopping Center 7,584 1988 31 60 Highland Square 9,049 1960 20 112 Shoppes @104 6,439 1990 33 48 =============== Acquisition Properties pro forma depreciation adjustment $ 280 =============== Midland Properties $ 131,065 Ranging from Ranging from 1986 to 1996 29 to 40 $ 676 ===============
For the period from January 1, 1997 to the Acquisition Date Property Building and Year Building Depreciation Name Improvements Built/Renovated Useful Life Adjustment ------------- ---------------- ---------- --------------- Oakley Plaza $ 6,428 1988 31 $ 41 Mariner's Village 5,979 1986 29 47 Carmel Commons 9,335 1979 22 101 Mainstreet Square 4,581 1988 31 43 East Port Plaza 8,179 1991 34 76 Hyde Park Plaza 33,734 1995 38 382 Rivermont Station 9,548 1996 39 121 Lovejoy Station 5,560 1995 38 73 Tamiami Trails 7,598 1987 30 133 Garden Square 7,151 1991 34 151 Kingsdale Shopping Center 10,023 1959 27 288 Boynton Lakes Plaza 9,618 1993 36 244 Pinetree Plaza 3,057 1982 25 120 Delk Spectrum 10,417 1991 34 306 Bloomingdale Square 13,189 1987 30 440 Silverlake Shopping Center 7,584 1988 31 245 Highlands Square 9,049 1960 20 452 Shoppes @104 6,439 1990 33 195 =============== Acquisition Properties pro forma depreciation adjustment $ 3,458 =============== Midland Properties $131,065 Ranging from Ranging from 1986 to 1996 29 to 40 $ 2,994 ===============
(h) To reflect interest expense on the Line required to complete the acquisition of the Midland Properties at the average interest rate afforded the Company (6.525%) and the assumption of $97.0 million of debt. For properties under construction, interest expense is calculated from the date the property is placed in service through the end of the period. Pro forma interest adjustment for the three month period ended March 31, 1998 $ 2,058 =============== Pro forma interest adjustment for the year ended December 31, 1997 $ 10,353 =============== (i) To reflect interest expense on the Line required to complete the acquisition of the Acquisition Properties at the average interest rate afforded the Company (6.525%). The three month period ended March 31, 1998 and year ended December 31, 1997 calculation reflects interest expense on the properties from January 1, 1997 to the respective acquisition date of the property. Pro forma interest adjustment for the three month period ended March 31, 1998 $ 712 ============== Pro forma interest adjustment for the year ended December 31, 1997 $ 9,765 ============== (j) In December, 1997, the Company sold one office building for $2.6 million and recognized a gain on the sale of $451,000. During the first quarter of 1998, the Company sold three office buildings and a parcel of land for $26.7 million, and recognized a gain on the sale of $9.3 million. The adjustments to the pro forma statements of operations reflects the reversal of the revenues and expenses from the office buildings generated during 1997 and 1998, including the gains on the sale of the office buildings as if the sales had been completed on January 1, 1997. (k) To reflect the reduction of interest expense on the Line and mortgage loans from the proceeds of the issuance of the preferred units and the proceeds from the sale of the office buildings. Pro forma interest adjustment for the three-month period ended March 31, 1998 $ (1,799) =============== Pro forma interest adjustment for the year ended December 31, 1997 $ (7,196) =============== (l) To reflect the distribution on the offering of preferred units at an assumed annual rate of 8.125% for the three-month period ended March 31, 1998 and year ended December 31, 1997. (m) The following summarizes the calculation of basic and diluted earnings per share for the three-month period ended March 31, 1998 and the year ended December 31, 1997:
For the Three For the year Months Ended Ended March 31, 1998 December 31, 1997 --------------- ---------------- Basic Earnings Per Share (EPS) Calculation: Weighted average common shares outstanding 24,727 17,424 ============ =============== Net income for common stockholders $ 10,503 $ 29,354 Less: dividends paid on Class B common stock 1,344 5,140 ============ =============== Net income for Basic EPS $ 9,159 24,214 ============ =============== Basic earnings per share $ 0.37 1.39 ============ =============== Diluted Earnings Per Share (EPS) Calculation: Weighted average common shares outstanding for Basic EPS 24,727 17,424 Redeemable operating partnership units - 1,243 Incremental shares to be issued under common stock options using the Treasury method 54 80 Contingent units or shares for the acquisition of real estate - 955 ------------ --------------- Total Diluted Shares 24,781 19,702 ------------ --------------- Net income for Basic EPS 9,159 24,214 Add: minority interest of redeemable partnership units - 1,013 ============ =============== Net income for Diluted EPS 9,159 25,227 ============ =============== Diluted EPS $ 0.37 $ 1.28 ============ ===============

The Board of Directors
Regency Realty Corporation:

     We  consent  to  the  use  of  reports  incorporated  by  reference  in the
registration  statements,  (No.  3-86886,  No. 333-930,  No.  333-2546,  and No.
333-31077)  on Form S-3 and (No.  333-24971)  on Form  S-8,  of  Regency  Realty
Corporation  of our  reports,  with  respect to the  Statements  of Revenues and
Certain  Expenses  for the  year  ended  December  31,  1997,  of the  following
properties:

                         Name of Property               Date of audit report

                  Delk Spectrum Shopping Center               May 15, 1998
                  Bloomingdale Square                         May 13, 1998
                  Sliverlake Shopping Center                 June 30, 1998
                  Highland Square Shopping Center             July 1, 1998
                  Midland Properties                          July 8, 1998


The above reports  appear in the Form 8-K of Regency  Realty  Corporation  dated
July 20, 1998.






                                                         KPMG PEAT MARWICK LLP

July 20, 1998
Jacksonville, Florida



                                            PURCHASE AND SALE AGREEMENT


         THIS  AGREEMENT is made as of the 24th day of February,  1998,  between
RICARDO PINES, individually ("Pine"), PINES HIGHLAND SQUARE ASSOCIATES,  LTD., a
Florida limited  partnership  ("Partnership"),  and PINES GROUP, INC., a Florida
corporation ("PGI"), and RRC ACQUISITIONS TWO, INC., a Florida corporation,  its
designees, successors and assigns ("Buyer").

                                                    Background

         Buyer wishes to purchase a shopping center in the City of Jacksonville,
County of Duval,  State of Florida,  commonly known as Highland  Square Shopping
Center (the  "Shopping  Center").  The  Shopping  Center is  comprised  of three
parcels, one of which ("Parcel One") is owned by Pine, another of which ("Parcel
Two") is owned by  Highland  Square,  and the  third is owned by Pine and PGI as
Tenants in Common.

         Pine,  Highland  Square and PGI desire to sell the  Shopping  Center to
Buyer.

         In consideration of the mutual  agreements  herein,  and other good and
valuable  consideration,  the  receipt  of which is hereby  acknowledged,  Pine,
Highland  Square and PGI agree to sell and Buyer agrees to purchase the Shopping
Center on the following terms and conditions:

                                                  1.  DEFINITIONS

         As used in this Agreement, the following terms shall have the following
meanings:

         1.1 Agreement  means this  instrument as it may be amended from time to
time.

         1.2 Allocation  Date means the close of business on the day immediately
prior to the Closing Date.

         1.3 Audit Representation  Letter means the form of Audit Representation
Letter attached hereto as Exhibit .

         1.4 Buyer  means  the party  identified  as Buyer on the  initial  page
hereof.

         1.5  Closing  means  generally  the  execution  and  delivery  of those
documents  and funds  necessary  to effect the sale of the Property by Seller to
Buyer.

         1.6      Closing Date means the date on which the Closing occurs.


        1.7  Contracts  means  all  service  contracts,   agreements  or  other
instruments to be assigned by Seller to Buyer at Closing.

         1.8   Day means a calendar day, whether or not the term is capitalized.

         1.9 Earnest  Money  Deposit  means the deposit  delivered  by Buyer to
Escrow Agent prior to the Closing under Sections and of this Agreement, together
with the earnings thereon, if any.




         1.10 Environmental  Claim means any investigation,  notice,  violation,
demand, allegation,  action, suit, injunction,  judgment, order, consent decree,
penalty, fine, lien, proceeding, or claim (whether administrative,  judicial, or
private in nature) arising (a) pursuant to, or in connection  with, an actual or
alleged  violation  of,  any  Environmental  Law,  (b) in  connection  with  any
Hazardous Material or actual or alleged Hazardous  Material  Activity,  (c) from
any  abatement,  removal,  remedial,  corrective,  or other  response  action in
connection  with a  Hazardous  Material,  Environmental  Law or other order of a
governmental authority or (d) from any actual or alleged damage, injury, threat,
or harm to health, safety, natural resources, or the environment.

         1.11 Environmental Law means any current legal requirement in effect at
the Closing Date  pertaining to (a) the  protection of health,  safety,  and the
indoor or outdoor environment, (b) the conservation,  management,  protection or
use of natural resources and wildlife, (c) the protection or use of source water
and groundwater,  (d) the management,  manufacture,  possession,  presence, use,
generation,  transportation,  treatment,  storage, disposal, Release, threatened
Release,  abatement,  removal,  remediation  or handling of, or exposure to, any
Hazardous Material or (e) pollution (including any Release to air, land, surface
water, and groundwater);  and includes,  without  limitation,  the Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, as amended by
the Superfund  Amendments and  Reauthorization Act of 1986, 42 USC ss.ss.9601 et
seq.,  Solid Waste Disposal Act, as amended by the Resource  Conservation Act of
1976 and  Hazardous and Solid Waste  Amendments  of 1984,  42 USC  ss.ss.6901 et
seq.,  Federal Water Pollution Control Act, as amended by the Clean Water Act of
1977,  33 USC  ss.ss.1251  et seq.,  Clean Air Act of 1966,  as amended,  42 USC
ss.ss.7401 et seq., Toxic  Substances  Control Act of 1976, 15 USC ss.ss.2601 et
seq.,   Hazardous  Materials   Transportation  Act,  49  USC  App.   ss.ss.1801,
Occupational  Safety and Health Act of 1970,  as amended,  29 USC  ss.ss.651  et
seq., Oil Pollution Act of 1990, 33 USC ss.ss.2701 et seq.,  Emergency  Planning
and  Community  Right-to-Know  Act of  1986,  42 USC App.  ss.ss.11001  et seq.,
National  Environmental  Policy Act of 1969,  42 USC  ss.ss.4321  et seq.,  Safe
Drinking Water Act of 1974, as amended by 42 USC  ss.ss.300(f)  et seq., and any
similar,  implementing or successor law, any amendment, rule, regulation,  order
or directive, issued thereunder.


                                                       - 2 -





        1.12 Escrow Agent means  Chicago  Deferred  Exchange  Corporation,  171
North Clark Street, Chicago, Illinois 60601 (Fax 312/223-3301).

         1.13  Governmental  Approval  means  any  permit,  license,   variance,
certificate, consent, letter, clearance, closure, exemption, decision, action or
approval of a governmental authority.

         1.14  Hazardous  Material  means  any  asbestos,  petroleum,  petroleum
product, dry cleaning solvent or chemical, biological or medical waste, "sharps"
or any other  hazardous  or toxic  substance  as defined in or  regulated by any
Environmental Law in effect at the pertinent date or dates.

         1.15  Hazardous  Material  Activity  means  any  activity,   event,  or
occurrence  at or prior to the Closing  Date  involving  a  Hazardous  Material,
including,  without  limitation,  the manufacture,  possession,  presence,  use,
generation,  transportation,  treatment,  storage, disposal, Release, threatened
Release,  abatement,  removal,  remediation,  handling or corrective or response
action to any Hazardous Material.

         1.16 Improvements means all buildings, structures or other improvements
situated on the Real Property.

         1.17  Inspection  Period means the period of time which  expires at the
end of business on Wednesday,  March 25, 1998.  Buyer may extend the  Inspection
Period for an additional  fifteen days by depositing an additional  $50,000 with
Escrow Agent which  additional  deposit shall become a part of the Earnest Money
Deposit provided for in Section hereof.

         1.18 Lady's Island Publix means the free-standing  Publix grocery store
and  related  facilities  on lands  located  at the  intersection  of Sea Island
Parkway and Sam's Point Road at Lady's Island Drive, in Beaufort  County,  South
Carolina,  owned by Buyer and leased to Publix Super Markets,  Inc.  ("Publix"),
commonly known as "Lady's Island Publix".

         1.19 Leases means all leases and other occupancy agreements  permitting
persons to lease or occupy all or a portion of the Property.

         1.20 Materials  means all plans,  drawings,  specifications,  soil test
reports,   environmental   reports,   market  studies,   surveys,   and  similar
documentation,  if any,  owned by or in the possession of Seller with respect to
the Property,  Improvements and any proposed improvements to the Property, which
Seller may lawfully  transfer to Buyer except  that,  as to financial  and other
records, Materials shall include only photostatic copies.


                                                       - 3 -





   1.21  Other Centers means the Lady's Island Publix and the Weems Road Winn-
         Dixie.

         1.22 Permitted Exceptions means only the following interests, liens and
              encumbrances:

         (a)      Liens for ad valorem taxes not payable on or before Closing;

                  (b)      Rights of tenants under Leases; and

                  (c) Other matters determined by Buyer to be acceptable.

         1.23 Personal  Property  means all (a)  sprinkler,  plumbing,  heating,
air-conditioning,  electric  power or lighting,  incinerating,  ventilating  and
cooling systems, with each of their respective  appurtenant  furnaces,  boilers,
engines,  motors,  dynamos,   radiators,  pipes,  wiring  and  other  apparatus,
equipment and fixtures, elevators, partitions, fire prevention and extinguishing
systems located in or on the Improvements,  (b) all Materials, and (c) all other
personal  property used in connection with the  Improvements,  provided the same
are now owned or are acquired by Seller prior to the Closing.

         1.24 Property means  collectively  the Real Property,  the Improvements
              and the Personal Property.

         1.25  Prorated  means the  allocation  of items of  expense  and income
between  Buyer and Seller  based upon that  percentage  of the time period as to
which such item of expense or income relates which has expired as of the date at
which the proration is to be made.

         1.26 Purchase Price means the consideration  agreed to be paid by Buyer
to Seller for the purchase of the  Property as set forth in Section  (subject to
adjustments as provided herein).

         1.27 Real  Property  means the lands  more  particularly  described  on
Exhibit , together with all easements,  licenses,  privileges, rights of way and
other appurtenances pertaining to or accruing to the benefit of such lands.

         1.28 Release means any spilling,  leaking, pumping, pouring,  emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing into
the  indoor  or  outdoor  environment,   including,   without  limitation,   the
abandonment  or  discarding  of barrels,  drums,  containers,  tanks,  and other
receptacles  containing or previously  containing  any Hazardous  Material at or
prior to the Closing Date.


                                                       - 4 -





         1.29 Rent Roll  means the list of Leases  attached  hereto as Exhibit ,
identifying  with  particularity  the  space  leased  by each  tenant,  the term
(including  extension options),  square footage and applicable rent, common area
maintenance, tax and other reimbursements, security deposits and similar data.

         1.30 Seller means Pine, Highland Square and PGI,  collectively,  except
that as to particular representations and warranties, and covenants, as they are
made with respect to any  particular  parcel  included in the Real Property (and
the improvements  thereon),  or to the selling entities, as the case may be, the
particular  representation,  warranty or  covenant  shall be deemed to have been
made only by the entity which owns the particular  parcel,  or to the particular
entity or person, as applicable.

         1.31 Seller Financial Statements means the unaudited balance sheets and
statements of income,  cash flows and changes in financial positions prepared by
Seller for the Property, as of and for the two (2) calendar years next preceding
the date of this Agreement and all monthly  reports of income,  expense and cash
flow  prepared by Seller for the Property,  which shall be consistent  with past
practice,  for any period beginning after the latest of such calendar years, and
ending prior to Closing.

         1.32  Shopping  Center  means the  Shopping  Center  identified  on the
initial page hereof,  including the 11.56 acre unimproved parcel included in the
Real Property.

         1.33 Survey  means a map of a stake survey of the Real  Property  which
shall comply with Minimum Standard Detail  Requirements for ALTA/ACSM Land Title
Surveys,  jointly established and adopted by ALTA and ACSM in 1992, and includes
items 1, 2, 3, 4, 6, 7, 8, 9, 10 and 11 of Table "A"  thereof,  which  meets the
accuracy standards (as adopted by ALTA and ACSM and in effect on the date of the
Survey) of an urban  survey,  which is dated not  earlier  than thirty (30) days
prior to the  Closing,  and  which is  certified  to  Buyer,  Seller,  the Title
Insurance  company  providing Title Insurance to Buyer, and Buyer's lender,  and
dated as of the date the Survey was made.

         1.34 Surviving  Mortgage means a Mortgage dated January 31, 1996,  from
Seller  to  Allstate  Life  Insurance  Company,  with  a  principal  balance  of
$4,024,418.58  as of February 1, 1998,  bearing interest at eight and forty-five
one-hundredths  percent (8.45%) per annum and amortizing over a twenty (20) year
period which  commenced  February 1, 1996, and which matures on February 1, 2006
(subject to extension for an  additional  ten (10) years as provided in the loan
documents.

         1.35 Tenant Estoppel Letter means a letter or other  certificate from a
tenant  certifying  as to certain  matters  regarding  such tenant's  Lease,  in
substantially  the same form as  attached  hereto as Exhibit , or in the case of
national or regional "credit"

                                                       - 5 -





tenants  identified as such on the Rent Roll, the form  customarily used by such
tenant provided the information disclosed is acceptable to Buyer.

         1.36 Title Defect means any exception in the Title Insurance Commitment
or any matter disclosed by the Survey, other than a Permitted Exception.

         1.37  Title  Insurance  means  an ALTA  Form B Owners  Policy  of Title
Insurance for the full Purchase Price insuring  marketable title in Buyer in fee
simple,  subject  only to the  Permitted  Exceptions,  issued by  Chicago  Title
Insurance Company.

         1.38  Title  Insurance  Commitment  means a binder  whereby  the  title
insurer agrees to issue the Title Insurance to Buyer.

         1.39 Transaction Documents means this Agreement, the deed conveying the
Property,  the  assignment  of leases,  the bill of sale  conveying the Personal
Property and all other documents  required or appropriate in connection with the
transactions contemplated hereby.

         1.40 Weems Road Winn-Dixie means the free-standing  Winn-Dixie  grocery
store and related  facilities located at the intersection of Weems Road and U.S.
Highway 90, in Tallahassee,  Leon County,  Florida, owned by Buyer and leased to
Winn-Dixie  Stores,   Inc.   ("Winn-Dixie"),   commonly  known  as  "Weems  Road
Winn-
      
         2.  PURCHASE PRICE AND PAYMENT

         2.1      Purchase Price; Payment.

                  (a) Purchase Price and Terms. The total Purchase Price for the
Property  (subject to adjustment as provided  herein) shall be $12,000,000.  The
Purchase Price shall be payable by Buyer's assumption of the Surviving Mortgage,
the outstanding  principal  balance to reduce the Purchase Price and the balance
of the Purchase Price shall be paid in cash at Closing.

                  (b)  Adjustments  to the Purchase  Price.  The Purchase  Price
shall be adjusted as of the Closing Date by:

              (1)      prorating the Closing year's real and tangible personal
property  taxes as of the  Allocation  Date (if the amount of the current year's
property  taxes are not  available,  such taxes will be prorated  based upon the
prior year's assessment);


                                                       - 6 -




                (2)   prorating as of the Allocation Date cash receipts and
expenditures for the Shopping Center and other items customarily prorated in
transactions of this sort; and

            (3)      subtracting the amount of security deposits, prepaid rents
from tenants under the Leases, and credit balances,  if any, of any tenants, and
adding any expenses  prepaid by Seller.  Any rents,  percentage  rents or tenant
reimbursements  payable by tenants after the  Allocation  Date but applicable to
periods on or prior to the Allocation  Date shall be remitted to Seller by Buyer
within  thirty  (30) days  after  receipt,  less any  expenses  of the  Property
incurred  on or prior to the  Allocation  Date by Seller  but not paid by Seller
prior to Closing  and  discovered  by Buyer after  Closing.  Buyer shall have no
obligation to collect  delinquencies,  but should Buyer  collect any  delinquent
rents or other sums which cover  periods  prior to the  Allocation  Date and for
which Seller have  received no  proration  or credit,  Buyer shall remit same to
Seller  within  thirty (30) days after  receipt,  less any costs of  collection.
Buyer will not interfere in Seller's efforts to collect sums due it prior to the
Closing. Seller will remit to Buyer promptly after receipt any rents, percentage
rents or tenant  reimbursements  received  by  Seller  after  Closing  which are
attributable  to  periods  occurring  after the  Allocation  Date.  Undesignated
receipts  after  Closing of either  Buyer or Seller from tenants in the Shopping
Center shall be applied first to then current rents and  reimbursements for such
tenant(s),   then  to  delinquent  rents  and  reimbursements   attributable  to
post-Allocation Date periods, and then to pre-Allocation Date periods.

         2.2 Earnest  Money  Deposit.  An Earnest Money Deposit in the amount of
$50,000  shall be delivered to Escrow Agent within three (3) days after the date
of  execution  by the last of Buyer or Seller to execute and  transmit a copy of
this  Agreement to the other.  This Agreement may be terminated by Seller if the
Earnest  Money  Deposit is not  received by Escrow Agent by such  deadline.  The
Earnest  Money  Deposit  paid by Buyer shall be  deposited by Escrow Agent in an
interest  bearing  account,  and shall be held and  disbursed by Escrow Agent as
specifically  provided in this  Agreement.  The Earnest  Money  Deposit shall be
applied to the Purchase Price at the Closing.

         2.3      Closing Costs.

                  (a)      Seller shall pay:

              (1)      Documentary stamp and other transfer taxes imposed upon
the transactions contemplated hereby;

                        (2)      Cost of satisfying any liens on the Property;


                                                       - 7 -





         (3)      Cost of title insurance and the costs, if any, of curing title
defects and recording any curative title documents;

          (4)      All broker's commissions, finders' fees and similar expenses
incurred by either party in connection  with the sale of the  Property,  subject
however to Buyer's indemnity given in Section of this Agreement;

         (5)      Seller's attorneys' fees relating to the sale of the Property,
                  if any;

               and

                 (6)      One-half of the costs incurred in connection with the
assumption of the Surviving Mortgage, including assumption fees and the fees 
of the lender's counsel.

                  (b)      Buyer shall pay:

                           (1)      Cost of Buyer's due diligence inspection;
              (2)      Costs of the Phase 1 environmental site assessment to be
                       obtained by Buyer;

                           (3)      Cost of the Survey;

                 (4)      One-half of the costs incurred in connection with the
assumption of the Surviving Mortgage, including assumption fees and the fees 
of the lender's counsel.

                           (5)      Cost of recording the deed; and

                           (6)      Buyer's attorneys' fees.

                                         3.  INSPECTION PERIOD AND CLOSING

         3.1      Inspection Period.

                  (a) Buyer  agrees that it will have the  Inspection  Period to
physically  inspect the  Property,  review the  economic  data,  underwrite  the
tenants and review  their  Leases,  and to otherwise  conduct its due  diligence
review of the  Property and all books,  records and  accounts of Seller  related
thereto.  Buyer hereby  agrees to indemnify  and hold Seller  harmless  from any
damages,  liabilities or claims for property  damage or personal  injury arising
out of such inspection and investigation by Buyer or

                                                       - 8 -





its agents or independent contractors.  Within the Inspection Period, Buyer may,
in its sole discretion and for any reason or no reason, elect to go forward with
this  Agreement  to closing,  which  election  shall be made by notice to Seller
given within the  Inspection  Period.  If such notice is not timely given,  this
Agreement and all rights,  duties and obligations of Buyer and Seller hereunder,
except any which expressly survive termination, shall terminate and Escrow Agent
shall forthwith return to Buyer the Earnest Money Deposit. If Buyer so elects to
go forward,  the Earnest  Money  Deposit  shall be  increased  by an  additional
deposit of $100,000 (to be  deposited  with Escrow Agent no later than three (3)
business days  following  the end of the  Inspection  Period),  and shall not be
refundable except upon the terms otherwise set forth herein.

                  (b) Seller will  promptly  furnish or make  available to Buyer
the  documents  enumerated  on  Exhibit  attached  hereto.  Buyer,  through  its
officers,  employees and other authorized representatives,  shall have the right
to reasonable  access to the Property and all records of Seller related  thereto
which are in the  custody  of  Seller  or  Seller's  agents,  including  without
limitation  all Leases and Seller  Financial  Statements,  at  reasonable  times
during the Inspection Period for the purpose of inspecting the Property,  taking
soil and ground  water  samples,  conducting  Hazardous  Materials  inspections,
reviewing the books and records of Seller  concerning the Property and otherwise
conducting its due diligence review of the Property. Seller shall cooperate with
and assist Buyer in making such inspections and reviews. Seller shall give Buyer
any  authorizations  which may be  required  by Buyer in order to gain access to
records or other  information  pertaining  to the  Property  or the use  thereof
maintained by any governmental or quasi-governmental  authority or organization.
Buyer,  for itself and its agents,  agrees not to enter into any  contract  with
existing tenants without the written consent of Seller if such contract would be
binding upon Seller should this transaction fail to close.  Buyer shall have the
right to have due diligence  interviews and other  discussions  or  negotiations
with tenants.

                  (c)  Buyer,   through  its   officers   or  other   authorized
representatives,  shall  have the right to  reasonable  access to all  Materials
(other than privileged or confidential  litigation materials) for the purpose of
reviewing and copying the same.

         3.2 Hazardous Material. Prior to the end of the Inspection Period Buyer
may order  environmental  assessments of the Property.  A copy of any assessment
report,  if made,  shall be  furnished  by Buyer  to  Seller  promptly  upon its
completion.  If an  assessment  report  discloses the existence of any Hazardous
Material or any other  matters  concerning  the  environmental  condition of the
Property  or its  environs,  Buyer may  notify  Seller in  writing,  within  the
Inspection Period that Buyer elects to terminate this Agreement,  whereupon this
Agreement  shall  terminate  and Escrow  Agent shall return to Buyer its Earnest
Money Deposit.


                                                       - 9 -





         3.3 Time and Place of Closing.  Unless otherwise agreed by the parties,
the  Closing  shall  take  place  at  Suite  1500,  1301  Riverplace  Boulevard,
Jacksonville,  Florida  32207,  at 10:00 A.M. on the date which is the fifteenth
(15th) day following  the  expiration of the  Inspection  Period,  provided that
Buyer may designate an earlier date for Closing.

                        4.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER

         Seller  warrants  and  represents  as  follows  as of the  date of this
Agreement  and as of the Closing  and where  indicated  covenants  and agrees as
follows:

         4.1  Organization;  Authority.  Pine,  Highland Square and PGI are duly
organized,  validly existing and in good standing under the laws of the State of
Florida,  and each has full power and  authority  to enter into and perform this
Agreement in accordance with its terms. The persons executing this Agreement and
other  Transaction  Documents  have been duly  authorized  to do so on behalf of
Seller.  Neither Pine, nor Highland Square,  nor PGI is a "foreign person" under
Sections  1445 or 897 of the  Internal  Revenue  Code,  nor is this  transaction
subject to any withholding under any state or federal law.

         4.2  Authorization;  Validity.  The  execution  and  delivery  of  this
Agreement  by  Highland  Square  and  PGI  and  Seller's   consummation  of  the
transactions   contemplated  by  this  Agreement  have  been  duly  and  validly
authorized.  This Agreement  constitutes a legal, valid and binding agreement of
Pine,  Highland Square and PGI  enforceable  against each in accordance with its
terms.

         4.3 Title.  Seller is the owner in fee  simple of all of the  Property,
subject only to the Permitted Exceptions.

         4.4  Commissions.  Seller has  neither  dealt with nor does it have any
knowledge  of any  broker or other  party who has or may have any claim  against
Seller, Buyer or the Property for a brokerage commission or finder's fee or like
payment  arising out of or in connection  with the  transaction  provided herein
except for Cohen and Company,  Inc.,  and Seller agrees to indemnify  Buyer from
any such claim arising by, through or under Seller.

         4.5 Sale  Agreements.  The  Property is not subject to any  outstanding
agreement(s) of sale,  option(s),  or other right(s) of third parties to acquire
any interest therein, except for Permitted Exceptions and this Agreement.

  4.6      Litigation.  There is no litigation or proceeding pending, or to the
 best of Seller's knowledge, threatened against Seller relating to the Property,
 except a dispute

                                                      - 10 -





with Eckerd  Corporation  which Seller shall  resolve  before  Closing or Seller
shall indemnify and hold Buyer harmless from any loss or damage therefrom.

         4.7  Leases.  There  are no  Leases  affecting  the  Property,  oral or
written,  except as listed on the Rent  Roll,  and any  Leases or  modifications
entered  into between the date of this  Agreement  and the Closing Date with the
consent of Buyer.  Copies of the Leases,  which have been  delivered to Buyer or
shall be delivered  to Buyer within five (5) days from the date hereof,  are, to
the best knowledge of Seller, true, correct and complete copies thereof, subject
to the  matters  set forth on the Rent  Roll.  Between  the date  hereof and the
Closing Date,  Seller will not terminate or modify existing Leases or enter into
any new Leases without the consent of Buyer. All of the Property's tenant leases
are in good  standing and to the best of Seller's  knowledge  no defaults  exist
thereunder  except as noted on the Rent Roll. No rent or reimbursement  has been
paid more than one (1) month in advance and no  security  deposit has been paid,
except as stated on the Rent Roll.  No tenants  under the Leases are entitled to
interest  on any  security  deposits.  No tenant  under any Lease has or will be
promised any  inducement,  concession or  consideration  by Seller other than as
expressly  stated in such Lease, and except as stated therein there are and will
be no side agreements between Seller and any tenant.

         4.8  Financial  Statements.  Each of the  Seller  Financial  Statements
delivered or to be delivered to Buyer  hereunder  has or will have been prepared
in  accordance  with the books and records of Seller and presents  fairly in all
material respects the financial condition,  results of operations and cash flows
for the  Property  as of and for the  periods to which they  relate.  All are in
conformity with generally accepted accounting principles applied on a consistent
basis.  There  has been no  material  adverse  change in the  operations  of the
Property or its  prospects  since the date of the most recent  Seller  Financial
Statements.  Seller  covenants to furnish promptly to Buyer copies of the Seller
Financial  Statements  together with unaudited  updated  monthly reports of cash
flow for interim  periods  beginning  after  December  31,  1996.  Buyer and its
independent  certified  accountants  shall be given access to Seller's books and
records  at any  time  prior to and for one (1)  month  following  Closing  upon
reasonable advance notice in order that they may verify the financial statements
prior  to  Closing.  Seller  agrees  to  execute  and  deliver  to  Buyer or its
accountants the Audit Representation Letter should Buyer's accountants audit the
records of the Shopping Center.

         4.9 Contracts. Except for Leases and Permitted Exceptions, there are no
management,  service,  maintenance,  utility or other  contracts  or  agreements
affecting  the Property,  oral or written,  which extend beyond the Closing Date
and which would bind Buyer or encumber the  Property,  at Buyer's  option,  more
than thirty (30) days after  Closing.  All such  Contracts are in full force and
effect in accordance with their respective  terms, and all obligations of Seller
under the Contracts required to be

                                                      - 11 -





performed to date have been performed in all material respects;  no party to any
Contract has asserted any claim of default or offset against Seller with respect
thereto  and no event has  occurred  or failed to occur,  which would in any way
affect the validity or  enforceability  of any such Contract;  and the copies of
the Contracts  delivered to Buyer prior to the date hereof are true, correct and
complete  copies  thereof.  Between  the date  hereof  and the  Closing,  Seller
covenants to fulfill all of its obligations  under all Contracts,  and covenants
not to terminate or modify any such Contracts or enter into any new  contractual
obligations  relating  to the  Property  without the consent of Buyer (not to be
unreasonably  withheld) except such obligations as are freely terminable without
penalty by Seller upon not more than thirty (30) days' written notice.

         4.10  Maintenance  and  Operation of Property.  From and after the date
hereof and until the Closing,  Seller covenants to keep and maintain and operate
the  Property  substantially  in the  manner  in  which  it is  currently  being
maintained  and operated and  covenants  not to cause or permit any waste of the
Property nor undertake any action with respect to the operation  thereof outside
the ordinary  course of business  without  Buyer's  prior  written  consent.  In
connection  therewith,  Seller  covenants  to make  all  necessary  repairs  and
replacements  until the Closing so that the Property  shall be of  substantially
the same  quality and  condition  at the time of Closing as on the date  hereof.
Seller  covenants not to remove from the  Improvements  or the Real Property any
article  included in the Personal  Property.  Seller  covenants to maintain such
casualty  and  liability  insurance  on the  Property as it is  presently  being
maintained.

         4.11 Permits and Zoning. To the best knowledge of Seller,  there are no
material permits and licenses  (collectively  referred to as "Permits") required
to be issued to Seller by any  governmental  body,  agency or department  having
jurisdiction  over the Property which materially affect the ownership or the use
thereof  which have not been  issued.  The  Property is  properly  zoned for its
present  use and is not  subject to any  local,  regional  or state  development
order.  The use of the Property is consistent  with the land use designation for
the Property under the comprehensive plan or plans applicable  thereto,  and all
concurrency   requirements  have  been  satisfied.   There  are  no  outstanding
assessments, impact fees or other charges related to the Property.

         4.12 Rent  Roll;  Tenant  Estoppel  Letters.  The Rent Roll is true and
correct in all  respects.  Seller agrees to use its best  reasonable  efforts to
obtain  current  Tenant  Estoppel  Letters  acceptable to Buyer from all Tenants
under Leases,  which Tenant Estoppel Letters shall confirm the matters reflected
by the Rent Roll as to the particular  tenant and shall be otherwise  acceptable
to Buyer in all respects.

         4.13  Condemnation.  Neither the whole nor any portion of the Property,
including access thereto or any easement benefitting the Property, is subject to
temporary  requisition  of  use  by  any  governmental  authority  or  has  been
condemned, or taken in any proceeding similar to a condemnation proceeding,  nor
is there now

                                                      - 12 -





pending  any  condemnation,  expropriation,  requisition  or similar  proceeding
against the Property or any portion  thereof.  Seller has received no notice nor
has any knowledge that any such proceeding is contemplated.

         4.14 Governmental Matters.  Seller has not entered into any commitments
or  agreements  with any  governmental  authorities  or agencies  affecting  the
Property  that  have not been  disclosed  in  writing  to Buyer and  Seller  has
received  no notices  from any such  governmental  authorities  or  agencies  of
uncured  violations at the Property of building,  fire,  air pollution or zoning
codes, rules, ordinances or regulations,  environmental and hazardous substances
laws, or other rules, ordinances or regulations relating to the Property. Seller
shall be responsible  for the remittance of all sales tax for periods  occurring
prior to the Allocation  Date directly to the  appropriate  state  department of
revenue.

         4.15  Repairs.  Seller has  received no notice of any  requirements  or
recommendations  by any lender,  insurance  companies,  or governmental  body or
agencies  requiring  or  recommending  any  repairs  or  work  to be done on the
Property which have not already been completed.

         4.16 Consents and  Approvals;  No Violation.  Neither the execution and
delivery  of this  Agreement  by Seller  nor the  consummation  by Seller of the
transactions  contemplated  hereby will (a)  require  Seller to file or register
with, notify, or obtain any permit, authorization,  consent, or approval of, any
governmental or regulatory authority;  (b) conflict with or breach any provision
of the  organizational  documents of Seller; (c) violate or breach any provision
of, or constitute a default (or an event which,  with notice or lapse of time or
both, would constitute a default) under,  any note, bond,  mortgage,  indenture,
deed of trust, license, franchise,  permit, lease, contract,  agreement or other
instrument,  commitment or  obligation  to which Seller is a party,  or by which
Seller,  the Property or any of Seller's  material  assets may be bound;  or (d)
violate any order, writ, injunction, decree, judgment, statute, law or ruling of
any court or governmental authority applicable to Seller, the Property or any of
Seller's material assets.

         4.17 To Seller's knowledge, the Surviving Mortgage is presently held by
Allstate  Life  Insurance  Company  and is in good  standing  with  no  defaults
existing  thereunder.  The principal balance outstanding as of February 1, 1998,
is  $4,024,418.58,  and  the  monthly  payment  of  principal  and  interest  is
$36,315.77.  The interest rate is eight and  forty-five  one-hundredths  percent
(8.45%) per annum.  Seller is not required to make  deposits  with the holder of
the Surviving Mortgage for taxes and insurance.  The transfer of the Property to
Buyer will require the consent of the holder of the Surviving Mortgage. Prior to
Closing,  Seller  shall  use  reasonable  efforts  to cause  the  holder  of the
Surviving  Mortgage  to  execute  and  deliver to Buyer an  estoppel  letter and
consent consenting to this transaction, certifying as to the foregoing

                                                      - 13 -





matters  and  releasing  Seller  from  the  Mortgage,   in  form  and  substance
satisfactory to Buyer and Seller. Seller will maintain the Surviving Mortgage in
good standing, without default, until Closing.

         4.18     Environmental Matters.

    (a)      Seller represents and warrants as of the date hereof and as of the
Closing that:

              (1)      Seller has not, and has no knowledge of any other person
who has, caused any Release, threatened Release, or disposal of any Hazardous
Material at the Property in any material quantity;

                  (2)      The Property does not now contain and to the best of
Seller's  knowledge has not contained  any: (a)  underground  storage tank,  (b)
material  amounts of  asbestos-containing  building  material,  (c) landfills or
dumps, (d) more than one dry cleaning drop off facility and one coin laundry and
cleaner tenant;;  or (e) hazardous waste management facility as defined pursuant
to the Resource  Conservation  and Recovery Act ("RCRA") or any comparable state
law. The Property is not a site on or nominated  for the National  Priority List
promulgated pursuant to Comprehensive  Environmental Response,  Compensation and
Liability Act  ("CERCLA") or any state  remedial  priority list  promulgated  or
published pursuant to any comparable state law; and

          (3)      There are to the best of Seller's knowledge no conditions or
circumstances at the Property which pose a risk to the environment or the health
 or safety of persons.

                  (b) Seller shall indemnify,  hold harmless,  and hereby waives
any claim for  contribution  against  Buyer for any  damages to the extent  they
arise from the inaccuracy or breach of any  representation or warranty by Seller
in  this  section  of this  Agreement.  This  indemnity  shall  survive  Closing
indefinitely.

         4.19 No Untrue  Statement.  Neither this  Agreement nor any exhibit nor
any written  statement or Transaction  Document  furnished or to be furnished by
Seller  to  Buyer  in  connection  with the  transactions  contemplated  by this
Agreement  contains or will  contain any untrue  statement  of material  fact or
omits or will omit any material fact necessary to make the statements  contained
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

         4.20     AS-IS ACQUISITION.  BUYER ACKNOWLEDGES THAT, EXCEPT AS
EXPRESSLY REPRESENTED AND WARRANTED BY SELLER IN THIS AGREEMENT,
THERE HAVE BEEN NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR

                                                      - 14 -





IMPLIED,  UPON  WHICH  BUYER IS  RELYING  WHICH HAVE BEEN MADE BY SELLER OR UPON
SELLER'S BEHALF RELATING IN ANY WAY TO THE PROPERTY; AND THAT SUBJECT TO ANY AND
ALL  CONDITIONS  TO  BUYER'S  OBLIGATIONS  DESCRIBED  IN THIS  AGREEMENT  AND TO
SELLER'S  REPRESENTATIONS AND WARRANTIES  EXPRESSED IN THIS AGREEMENT,  BUYER IS
ACQUIRING  THE  PROPERTY  "AS IS".  THE  PROVISIONS  OF THIS  SECTION 4.20 SHALL
SURVIVE THE CLOSING OF THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.

                        5.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF BUYER

         Buyer hereby  warrants and  represents as of the date of this Agreement
and as of the Closing and where indicated covenants and agrees as follows:

         5.1  Organization;  Authority.  Buyer is a corporation  duly organized,
validly  existing and in good standing  under laws of Florida and has full power
and authority to enter into and perform this  Agreement in  accordance  with its
terms, and the persons executing this Agreement and other Transaction  Documents
on behalf of Buyer have been duly authorized to do so.

         5.2 Authorization; Validity. The execution, delivery and performance of
this  Agreement and the other  Transaction  Documents have been duly and validly
authorized by the Board of Directors of Buyer.  This Agreement has been duly and
validly  executed and delivered by Buyer and  (assuming the valid  execution and
delivery of this  Agreement by Seller)  constitutes  a legal,  valid and binding
agreement of Buyer enforceable against it in accordance with its terms.

         5.3  Commissions.  Buyer has  neither  dealt  with nor does it have any
knowledge  of any  broker or other  party who has or may have any claim  against
Buyer or Seller for a  brokerage  commission  or  finder's  fee or like  payment
arising out of or in  connection  with the  transaction  provided  herein except
Cohen and Company,  Inc., whose  commission  shall be paid by Seller;  and Buyer
agrees to  indemnify  Seller from any other such claim  arising  by,  through or
under Buyer.

                                           6.  POSSESSION; RISK OF LOSS

         6.1 Possession. Possession of the Property will be transferred to Buyer
at the conclusion of the Closing.

         6.2 Risk of Loss.  All risk of loss to the  Property  shall remain upon
Seller until the  conclusion of the Closing.  If,  before the  possession of the
Property has been  transferred to Buyer, any material portion of the Property is
damaged by fire or other  casualty  and will not be restored by the Closing Date
or if any material  portion of the Property is taken by eminent  domain or there
is a material obstruction of access to the

                                                      - 15 -





Improvements by virtue of a taking by eminent domain,  Seller shall,  within ten
(10) days of such damage or taking,  notify  Buyer  thereof and Buyer shall have
the option to:

                  (a)  terminate  this  Agreement  upon  notice to Seller  given
within ten (10) business days after such notice from Seller, in which case Buyer
shall receive a return of its Earnest Money Deposit; or

                  (b) proceed with the purchase of the Property,  in which event
Seller  shall  assign to Buyer all  Seller's  right,  title and  interest in all
amounts  due  or  collected  by  Seller  under  the  insurance  policies  or  as
condemnation  awards.  In such event, the Purchase Price shall be reduced by the
amount of any  insurance  deductible  to the  extent it  reduced  the  insurance
proceeds payable.

                                                 7.  TITLE MATTERS

         7.1      Title.

                  (a)  Title  Insurance  and  Survey.  Prior  to the  end of the
Inspection Period Buyer's counsel shall order the Title Insurance Commitment and
a Survey (Seller  having  furnished  Buyer copies of existing  surveys and other
title information in its possession). Buyer will have ten (10) days from receipt
of the Title  Commitment  (including  legible copies of all recorded  exceptions
noted  therein)  and Survey to notify  Seller in  writing of any Title  Defects,
encroachments  or other matters not  acceptable to Buyer which are not permitted
by this Agreement.  Any Title Defect or other  objection  disclosed by the Title
Insurance Commitment (other than liens removable by the payment of money) or the
Survey  which is not timely  specified  in Buyer's  written  notice to Seller of
Title Defects shall be deemed a Permitted  Exception.  Seller shall notify Buyer
in writing  within five (5) days of Buyer's notice if Seller intends to cure any
Title  Defect or other  objection.  If Seller  elects to cure,  Seller shall use
diligent efforts to cure the Title Defects and/or objections by the Closing Date
(as it may be  extended).  If Seller elects not to cure or if such Title Defects
and/or  objections  are not cured,  Buyer  shall have the right,  in lieu of any
other  remedies,  to:  (i)  refuse to  purchase  the  Property,  terminate  this
Agreement and receive a return of the Earnest Money Deposit;  or (ii) waive such
Title Defects and/or  objections and close the purchase of the Property  subject
to such Title Defects.

                  (b)  Miscellaneous  Title  Matters.  If a search  of the title
discloses judgments,  bankruptcies or other returns against other persons having
names the same as or similar to that of Seller,  Seller shall on request deliver
to Buyer an affidavit stating, if true, that such judgments, bankruptcies or the
returns are not against Seller.  Seller further agrees to execute and deliver to
the Title  Insurance agent at Closing such  documentation,  if any, as the Title
Insurance underwriter shall reasonably require to

                                                      - 16 -





evidence that the execution and delivery of this Agreement and the  consummation
of the transactions contemplated hereby have been duly authorized and that there
are no mechanics' liens on the Property or parties in possession of the Property
other than tenants under Leases and Seller.

                                             8.  CONDITIONS PRECEDENT

         8.1 Conditions  Precedent to Buyer's  Obligations.  The  obligations of
Buyer under this  Agreement  are subject to  satisfaction  or waiver by Buyer of
each of the following conditions or requirements on or before the Closing Date:

                  (a)  Seller's  warranties  and   representations   under  this
Agreement shall be true and correct as of the Closing Date, and Seller shall not
be in default hereunder.

                  (b) All  obligations  of Seller  contained in this  Agreement,
shall have been fully performed in all material respects and Seller shall not be
in default under any covenant,  restriction,  right-of-way or easement affecting
the Property.

                  (c) There  shall have been no material  adverse  change in the
Property,  its  operations  or future  prospects,  the  Leases or the  financial
condition of tenants leasing space in the Shopping Center.

                  (d) A Title  Insurance  Commitment  in the full  amount of the
Purchase Price shall have been issued and "marked down" through Closing, subject
only to Permitted Exceptions.

                  (e) The physical and  environmental  condition of the Property
shall  be  unchanged  from the date of this  Agreement,  ordinary  wear and tear
excepted.

                  (f) Seller shall have delivered to Buyer the following in form
reasonably satisfactory to Buyer:

           (1)      A warranty deed in proper form for recording, duly executed
and  acknowledged so as to convey to Buyer the fee simple title to the Property,
subject only to the Permitted Exceptions:

     (2)      Originals, if available, or if not, true copies of the Leases and
of the contracts, agreements, permits and licenses, and such Materials as may be
 in the possession or control of Seller;

                   (3)      A blanket assignment to Buyer of all Leases and the
contracts, agreements, permits and licenses (to the extent assignable)
 as they affect

                                                      - 17 -





the Property, including an indemnity against breach of such instruments by 
Seller prior to the Closing Date;

     (4)  A bill of sale with respect to the Personal Property and
          Materials;

       (5)      A title certificate, properly endorsed by Seller, as to any
               items of Property for which title certificates exist;

                           (6)      The Survey;

              (7)      A current rent roll for all Leases in effect showing no
changes from the rent roll attached to this Agreement other than those set forth
in the Leases or approved in writing by Buyer;

                           (8) All Tenant Estoppel  Letters  obtained by Seller,
which must
include Publix, Winn-Dixie Stores, Consolidated Stores, Family Dollar Stores and
Eckerd  Drug,  and eighty  percent  (80%) of the other  tenants  who have signed
leases  for any  portion  of the  Property,  without  any  material  exceptions,
covenants,  or  changes to the form  approved  by Buyer and  distributed  to the
tenants by Seller,  the  substance  of which  Tenant  Estoppel  Letters  must be
acceptable  to Buyer in all  respects  (including  specifically  the Eckerd Drug
Tenant Estoppel  Letter,  which must reflect that the dispute between Seller and
Eckerd Drug has been resolved,  or Seller shall  otherwise  indemnify Buyer from
any loss or damage attributable thereto);
        
           (9)   A general assignment of all assignable existing warranties
relating to the Property;

                  (10)     An owner's affidavit, non-foreign affidavits, non-tax
withholding  certificates and such other documents as may reasonably be required
by Buyer or its counsel in order to effectuate  the provisions of this Agreement
and the transactions contemplated herein;

             (11)     The originals or copies of any real and tangible personal
property tax bills for the Property for the tax year of Closing and the previous
year, and, if requested, the originals or copies of any current water, sewer and
utility bills which are in Seller's custody or control;

          (12)     Resolutions of Seller authorizing the transactions described
herein;

             (13)     All keys and other means of access to the Improvements in
the possession of Seller or its agents;

                                                      - 18 -






                           (14)     Materials; and

               (15)     Such other documents as Buyer may reasonably request to
effect the transactions contemplated by this Agreement; and

                  (g)  Receipt of the  consent  of the  holder of the  Surviving
Mortgage  to  this  transaction,  and  the  release  of  Seller,  imposing  such
conditions, if any, as are acceptable to each of Seller and Buyer.

         In the event that all of the  foregoing  provisions of this Section are
not satisfied and Buyer elects in writing to terminate this Agreement,  then the
Earnest Money Deposit shall be promptly  delivered to Buyer by Escrow Agent and,
upon the making of such  delivery,  neither  party shall have any further  claim
against the other by reasons of this Agreement, except as provided in Article .

         8.2 Conditions  Precedent to Seller's  Obligations.  The obligations of
Seller under this Agreement are subject to  satisfaction  or waiver by Seller of
each of the following conditions or requirements on or before the Closing date:

                  (a)  Buyer's   warranties  and   representations   under  this
Agreement  shall be true and correct as of the Closing Date, and Buyer shall not
be in default hereunder.

                  (b)  All  of  the  obligations  of  Buyer  contained  in  this
Agreement  shall  have been  fully  performed  by or on the date of  Closing  in
compliance with the terms and provisions of this Agreement.

                  (c) Buyer  shall have  delivered  to Seller at or prior to the
Closing the following, which shall be reasonably satisfactory to Seller:

                (1)      Delivery and/or payment of the balance of the Purchase
Price in accordance with Section  at Closing;

              (2)      Such other documents as Seller may reasonably request to
effect the transactions contemplated by this Agreement; and

                  (d)  Receipt of the  consent  of the  holder of the  Surviving
Mortgage  to  this  transaction,  and  the  release  of  Seller,  imposing  such
conditions, if any, as are acceptable to each of Seller and Buyer.

         8.3 Section 1031 Exchange.  Buyer acknowledges that Seller may endeavor
to effect a like-kind  exchange under Section 1031 of the Internal  Revenue Code
of 1986,  as  amended  (the  "Code"),  such that  Seller can  acquire  the Other
Centers, or

                                                      - 19 -





other properties, with the proceeds of the sale of the Shopping Center to Buyer.
Seller  expressly   reserves  the  right  to  assign  its  rights,  but  not  it
obligations, hereunder, to a qualified intermediary including without limitation
Escrow  Agent,  as provided in the  Internal  Revenue  Code and the  regulations
promulgated thereunder,  including without limitation Reg.  1.1031(k)-(l)(g)(4),
on or before the Closing  Date.  Accordingly,  Buyer  agrees that (i) Buyer will
cooperate  with Seller to effect a tax-free  exchange or exchanges in accordance
with the provisions of Section 1031 of the Code and the regulations  promulgated
with respect  thereto;  and (ii) it is a condition of this  agreement that Buyer
and Seller enter into a mutually agreeable contract pursuant to which Buyer will
agree to sell to Seller,  and Seller will agree to purchase from Buyer the Other
Centers. It is not a condition that the transactions  contemplated by such other
contract actually close (eg. Seller, as Buyer under said contract, may determine
during the inspection period under such other contract that Seller does not wish
to purchase the Other Centers),  but only that a mutually agreeable contract for
the sale and purchase of the Other  Centers by entered into by Seller and Buyer.
Seller and Buyer agree to  negotiate  in good faith such that a contract for the
sale and Seller shall be solely  responsible for any additional  fees,  costs or
expenses incurred in connection with the like-kind exchange contemplated by this
paragraph. In no event shall Seller's ability or inability to effect a like-kind
exchange, as contemplated hereby, in any way relieve Seller from its obligations
and liabilities under this Agreement. Seller hereby agrees to indemnify and hold
harmless  Buyer  from any  liability,  losses or  damages  incurred  by Buyer in
connection with or arising out of the Section 1031 like-kind exchange, including
but not limited to any tax  liability.  It is not Buyer's  intention to effect a
Section 1031  exchange with respect to the proceeds of Buyer's sale of the Other
Centers to Seller.

         In the event that all  conditions  precedent to Buyer's  obligation  to
purchase shall have been satisfied but the foregoing  provisions of this Section
have not, and Seller  elects in writing to terminate  this  Agreement,  then the
Earnest Money Deposit shall be promptly delivered to Seller by Escrow Agent and,
upon the making of such  delivery,  neither  party shall have any further  claim
against the other by reasons of this Agreement, except as provided in Article .

         8.4 Best Efforts.  Each of the parties  hereto agrees to use reasonable
best  efforts  to take or cause to be taken  all  actions  necessary,  proper or
advisable to consummate the transactions contemplated by this Agreement.

                                         9.  PRE-CLOSING BREACH; REMEDIES

         9.1 Breach by Seller. In the event of a breach of Seller's covenants or
warranties  herein  and  failure by Seller to cure such  breach  within the time
provided for

                                                      - 20 -





Closing, Buyer may, at Buyer's election (i) terminate this Agreement and receive
a return of the Earnest  Money  Deposit,  and the parties  shall have no further
rights or obligations under this Agreement (except as survive termination); (ii)
enforce this  Agreement by suit for  specific  performance;  or (iii) waive such
breach and close the purchase contemplated hereby, notwithstanding such breach.

         9.2 Breach by Buyer.  In the event of a breach of Buyer's  covenants or
warranties  herein  and  failure  of Buyer to cure such  breach  within the time
provided for Closing,  Seller's sole remedy shall be to terminate this Agreement
and retain Buyer's Earnest Money Deposit as agreed  liquidated  damages for such
breach,  and upon payment in full to Seller of such  amounts,  the parties shall
have no further rights, claims,  liabilities or obligations under this Agreement
(except as survive termination).

                                                10.  MISCELLANEOUS

         10.1   Disclosure.   Neither  party  shall  disclose  the  transactions
contemplated by this Agreement  without the prior approval of the other,  except
to  its  attorneys,   accountants  and  other  consultants,  their  lenders  and
prospective lenders, or where disclosure is required by law.

         10.2 Radon Gas. Radon is a naturally  occurring  radioactive gas which,
when it has  accumulated  in a building in  sufficient  quantities,  may present
health  risks to persons who are exposed to it over time.  Levels of radon which
exceed federal and state guidelines have been found in buildings in the state in
which the Property is located.  Additional information regarding radon and radon
testing may be obtained from the county public health unit.

         10.3 Entire  Agreement.  This  Agreement,  together  with the  exhibits
attached  hereto,  constitutes the entire  agreement  between the parties hereto
with respect to the subject  matter  hereof and may not be modified,  amended or
otherwise  changed  in any  manner  except  by a writing  executed  by Buyer and
Seller.

         10.4 Notices.  All written notices and demands of any kind which either
party may be required or may desire to serve upon the other party in  connection
with this Agreement shall be served by personal delivery, certified or overnight
mail,  reputable  overnight courier service or facsimile  (followed  promptly by
hard copy) at the addresses set forth below:


                                                      - 21 -





            As to Seller        Ricardo Pines
                                3301 Ponce de Leon Boulevard, Penthouse Suite
                                Coral Gables, Florida 33134
                                Facsimile: (305) 529-0002

            As to Buyer:        RRC Acquisitions Two, Inc.
                                Attention:  Robert L. Miller
                                Suite 200, 121 West Forsyth Street
                                Jacksonville, Florida 32202
                                Facsimile: (904) 634-3428

            With a copy to:     Rogers, Towers, Bailey, Jones & Gay, P.A.
                                Attention:  William E. Scheu, Esquire
                                1301 Riverplace Boulevard, Suite 1500
                                Jacksonville, Florida 32207
                                Facsimile: (904) 396-0663

Any notice or demand so served shall  constitute  proper notice  hereunder  upon
delivery to the United States Postal  Service or to such  overnight  courier.  A
party may change its notice address by notice given in the aforesaid manner.

         10.5 Headings.  The titles and headings of the various  sections hereof
are intended  solely for means of reference and are not intended for any purpose
whatsoever to modify, explain or place any construction on any of the provisions
of this Agreement.

         10.6  Validity.  If any of the  provisions  of  this  Agreement  or the
application  thereof to any persons or  circumstances  shall, to any extent,  be
invalid or unenforceable,  the remainder of this Agreement by the application of
such provision or provisions to persons or circumstances  other than those as to
whom or which it is held invalid or unenforceable shall not be affected thereby,
and every  provision of this  Agreement  shall be valid and  enforceable  to the
fullest extent permitted by law.

         10.7  Attorneys'  Fees.  In the  event of any  litigation  between  the
parties  hereto to enforce any of the  provisions of this Agreement or any right
of either party hereto,  the unsuccessful party to such litigation agrees to pay
to the successful party all costs and expenses,  including reasonable attorneys'
fees,  whether or not  incurred in trial or on appeal,  incurred  therein by the
successful  party, all of which may be included in and as a part of the judgment
rendered in such  litigation.  Any  indemnity  provisions  herein shall  include
indemnification for reasonable attorneys' fees and costs, whether or not suit be
brought and including fees and costs on appeal.

         10.8     Time of Essence.  Time is of the essence of this Agreement.

                                                      - 22 -






         10.9 Governing Law. This Agreement shall be governed by the laws of the
state in which the  Property is located,  and the parties  hereto agree that any
litigation  between the parties  hereto  relating to this  Agreement  shall take
place  (unless  otherwise  required by law) in a court  located in the county in
which the Property is located.  Each party waives its right to  jurisdiction  or
venue in any other location.

         10.10  Successors  and  Assigns.  The  terms  and  provisions  of  this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their  respective  successors and assigns.  No third parties,  including any
brokers or creditors, shall be beneficiaries hereof.

         10.11 Exhibits. All exhibits attached hereto are incorporated herein by
reference to the same extent as though such  exhibits  were included in the body
of this Agreement verbatim.

         10.12 Gender; Plural; Singular; Terms. A reference in this Agreement to
any gender,  masculine,  feminine or neuter,  shall be deemed a reference to the
other,  and the  singular  shall be deemed to include the plural and vice versa,
unless  the  context   otherwise   requires.   The  terms  "herein,"   "hereof,"
"hereunder,"  and  other  words  of a  similar  nature  mean  and  refer to this
Agreement as a whole and not merely to the specified  section or clause in which
the respective word appears unless expressly so stated.

         10.13  Further  Instruments,  Etc.  This  Agreement  may be executed in
counterparts  and when so executed  shall be deemed  executed as one  agreement.
Seller and Buyer  shall  execute any and all  documents  and perform any and all
acts reasonably necessary to fully implement this Agreement.

         10.14  Survival.  The  obligations  of Seller and Buyer  intended to be
performed after the Closing shall survive the closing.

         10.15 No Recording.  Neither this Agreement nor any notice,  memorandum
or other notice or document relating hereto shall be recorded.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.


Witnesses:                                          RRC ACQUISITIONS TWO, INC.,
                                                      a Florida corporation


______________________________          By:___________________________________

                                                      - 23 -





Name:____________________________        Name:______________________________
                                         Title:_____________________________

___________________________________      Date: __________________________, 1998
Name:_____________________________
                                             Tax Identification No: 59-3478325

                                                     "BUYER"


                                                  PINES GROUP, INC.,
                                               a Florida corporation


___________________________________       By:___________________________________
Name:_____________________________          Name:______________________________
                                             Title:_____________________________

___________________________________     Date: __________________________, 1998
Name:_____________________________
                                     Tax Identification No:____________________

                                                                       "PGI"



- -----------------------------------       --------------------------------------
Name:_____________________________                       RICARDO PINES


___________________________________      Date: __________________________, 1998
Name:_____________________________
                                     Tax Identification No:____________________

                                                                        "PINE"




                                                      - 24 -





                                           HIGHLAND SQUARE ASSOCIATES, LTD.,
                                                 a Florida limited partnership


___________________________________                By: Its General Partner
Name:_____________________________              PINES JACKSONVILLE MANAGEMENT,
                                                INC., a Florida corporation

                                         By: __________________________________
                                                    Its: President

___________________________________      Date: __________________________, 1998
Name:_____________________________
                                     Tax Identification No:____________________

                                                              "HIGHLAND SQUARE"




                                                      - 25 -





                                                     EXHIBIT

                                            Audit Representation Letter


                                            --------------------------
                                           (Acquisition Completion Date)



KPMG Peat Marwick LLP
Suite 2700
One Independent Drive
Jacksonville, Florida  32202

Dear Sirs:

         We are writing at your request to confirm our  understanding  that your
audit of the  Statement  of Revenue and Certain  Expenses  for  Highland  Square
Shopping Center for the twelve months ended  ________________,  was made for the
purpose of expressing an opinion as to whether the statement presents fairly, in
all  material  respects,  the  results  of its  operations  in  conformity  with
generally  accepted  accounting  principles.  In  connection  with your audit we
confirm, to the best of our knowledge and belief, the following  representations
made to you during your audit:

         1. We have made available to you all financial records and related data
for the period under audit.

         2. There have been no undisclosed:

                  a.  Irregularities  involving  any  member  of  management  or
employees who have significant roles in the internal control structure.

                  b.  Irregularities  involving  other persons that could have a
material effect on the Statement of Revenue and Certain Expenses.

                  c.  Violations or possible  violations of laws or regulations,
the effects of which should be  considered  for  disclosure  in the Statement of
Revenue and Certain Expenses.

         3. There are no undisclosed:

                  a.  Unasserted  claims or  assessments  that our lawyers  have
advised us are probable of assertion  and must be disclosed in  accordance  with
Statement of Financial Accounting Standards No. 5 (SFAS No. 5).







                  b. Material  gain or loss  contingencies  (including  oral and
written guarantees) that are required to be accrued or disclosed by SFAS No. 5.

                  c. Material  transactions that have not been properly recorded
in the  accounting  records  underlying  the  Statement  of Revenue  and Certain
Expenses.

                  d. Material undisclosed related party transactions and related
amounts receivable or payable,  including sales,  purchases,  loans,  transfers,
leasing arrangements, and guarantees.

                  e. Events that have  occurred  subsequent to the balance sheet
date that would require  adjustment to or disclosure in the Statement of Revenue
and Certain Expenses.

         4. All  aspects of  contractual  agreements  that would have a material
effect on the Statement of Revenue and Certain Expenses have been complied with.

         Further,   we  acknowledge   that  we  are  responsible  for  the  fair
presentation  of the  Statements  of Revenue  and Certain  Expenses  prepared in
conformity with generally accepted accounting principles.

                                                     Very truly yours,

                                                     "Seller/Manager"


                                       ---------------------------------------
                                      Name:____________________________
                                     Title:___________________________________






                                                     EXHIBIT

                                        Legal Description of Real Property






                                                     EXHIBIT

                                                     Rent Roll






                                                     EXHIBIT
                                              Form of Estoppel Letter

                                            _____________________, 199_

RRC Acquisitions Two, Inc.
Regency Centers, Inc.
121 West Forsyth Street, Suite 200
Jacksonville, Florida  32202

         RE:      ___________________________ (Name of Shopping Center)

Ladies and Gentlemen:

         The  undersigned  (Tenant)  has been advised you may purchase the above
Shopping Center, and we hereby confirm to you that:

         1.       The undersigned is the Tenant of  ___________________________,
                  Landlord,  in the above Shopping  Center,  and is currently in
                  possession  and  paying  rent on  premises  known as Store No.
                 _______________ [or Address:
             ----------------------------------------------------------------],
                  and containing approximately  _____________ square feet, under
                  the terms of the lease dated ______________________, which has
                  (not) been amended by amendment dated ________________________
                  (the "Lease").  There are no other written or oral  agreements
                  between Tenant and Landlord.  Tenant  neither  expects nor has
                  been promised any inducement,  concession or consideration for
                  entering into the Lease,  except as stated therein,  and there
                  are no side agreements or understandings  between Landlord and
                  Tenant.

         2.       The  term  of the  Lease  commenced  on  ____________________,
                  expiring  on  ___________________,  with  options to extend of
                  ________________ (____) years each.

         3.       As  of   ____________________,   monthly   minimum  rental  is
                  $_______________ a month.

         4.       Tenant is  required  to pay its pro rata share of Common  Area
                  Expenses and its pro rata share of the Center's  real property
                  taxes and insurance cost.  Current additional monthly payments
                  for expense  reimbursement  total  $____________ per month for
                  common area  maintenance,  property  insurance and real estate
                  taxes.

         5.       Tenant has given [no security deposit] [a security deposit of
                  $--------------].







         6.       No payments by Tenant  under the Lease have been made for more
                  than one (1) month in  advance,  and  minimum  rents and other
                  charges under the Lease are current.

         7.       All matters of an inducement nature and all obligations of the
                  Landlord under the Lease  concerning the  construction  of the
                  Tenant's  premises and  development  of the  Shopping  Center,
                  including without limitation, parking requirements,  have been
                  performed by Landlord.

         8.       The  Lease  contains  no first  right of  refusal,  option  to
                  expand,  option to terminate,  or exclusive  business  rights,
                  except as follows:

         9.       Tenant knows of no default by either  Landlord or Tenant under
                  the Lease,  and knows of no situations  which,  with notice or
                  the  passage of time,  or both,  would  constitute  a default.
                  Tenant has no rights to off-set or defense against Landlord as
                  of the date hereof.

         10.      The undersigned has not entered into any sublease,  assignment
                  or any other agreement transferring any of its interest in the
                  Lease or the Premises except as follows:

11.Tenant has not generated, used, stored, spilled, disposed of, or released
   any hazardous substances at, on or in the Premises.  "Hazardous
   Substances" means any flammable, explosive, toxic, carcinogenic,
   mutagenic, or corrosive substance or waste, including volatile petroleum
   products and derivatives and dry cleaning solvents.  To the best of
   Tenant's knowledge, no asbestos or polychlorinated biphenyl ("PCB") is
   located at, on or in the Premises.  The term "Hazardous Substances"
   does not include those materials which are technically within the definition
       set forth above but which are contained in pre-packaged office supplies,
         cleaning materials or personal grooming items or other items which are
         sold for consumer or commercial use and typically used in other similar
          buildings or space.

The  undersigned  makes this statement for your benefit and protection  with the
understanding  that you intend to rely upon this  statement in  connection  with
your  intended  purchase of the above  described  Premises  from  Landlord.  The
undersigned  agrees that it will,  upon receipt of written notice from Landlord,
commence to pay all rents to you or to any Agent acting on your behalf.
                                                  Very truly yours,
                                    -------------------------------------------
                                   ____________________________________(Tenant)
Mailing Address:
____________________________         By:________________________________________
                                        Its:_________________________________
- ----------------------------






                                                     Exhibit

                                               Document Request List

Items Required from the Seller:

         1)       Property Specifications (Zoning)
         2)       As Built Plans & Specs (arch. and engineering)
         3)       Site Plan (including suite numbers)
         4)       Location maps
         5)       Aerial photographs
         6)       Demographics (including traffic counts)
         7)       Legal Description
         8)       Parking Information - Space count
         9)       Copy of All Leases (and amendments) & Lease Briefs
         10)      Certificates of Occupancy - All current tenants
         11)      Schedule of Security Deposits
         12)      Most recent Rent Roll (with suite #'s, rent  escalations,  and
                  option period info)
         13) Sales  Reports  (most  recent 3 Years) for  tenants  reporting  14)
         Current  Rent  Billings  (by  category,  base,  CAM,  etc.) 15) Current
         Delinquency Report (with explanations for balances > $1,000) 16) Tenant
         Activity  Register for all Current  Tenants  (billings & payments)  17)
         Tenant Estoppels 18) Property  Operating  Results - Most recent 3 Years
         19)  Property  Capital  Expenditures  - Most recent 3 Years 20) Audited
         Financial  Statements - 3 Years 21) Real Estate and other tax bills - 3
         Years 22) Year to Date  Financials  & YTD  detail  general  Ledger  23)
         Existing Service Agreements and Warranties 24) Three years loss history
         - reported claims 25) Most Recent Year Expense Recovery  Reconciliation
         26) Breakdown of CAM Pools 27) Proof Sales Tax Payments are Current 28)
         Appraisal (last  available) 29) Seller's  Budget for  up-coming/current
         year  30)  Utility  Bills  for  last 12  months/deposits  31)  Personal
         Property  Inventory 32) Existing Title  Insurance  Policy 33) Available
         Inspection Reports (environmental,  roof, structural, etc.) 34) Summary
         of Tenant Contacts (with address and telephone numbers)
                  With local (include store#) & national addresses
         35)      Survey
         36)      Tax plat map

wes\reg\highland\psa.4





                                  FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
                                                 (Highland Square)



         THIS FIRST  AMENDMENT TO PURCHASE AND SALE  AGREEMENT,  dated as of the
_____ day of April,  1998, by and among RICARDO PINES,  individually  ("Pines"),
PINES HIGHLAND  SQUARE  ASSOCIATES,  LTD., a Florida  limited  partnership  (the
"Partnership") and PINES GROUP, INC., a Florida  corporation (the "Corporation")
(collectively,  Pine,  Partnership  and  Corporation  are  referred to herein as
"Seller"), and RRC ACQUISITIONS TWO, INC., a Florida corporation ("Buyer").


                                                    Background


         (i) Buyer and Seller have previously entered into that certain Purchase
and Sale Agreement dated as of February 24, 1998 (the  "Agreement"),  concerning
the  purchase of a shopping  center  commonly  known as  "Highland  Square",  in
Jacksonville, Duval County, Florida, owned by Seller.

         (ii)  Seller  and Buyer  wish to amend  the  Agreement  as  hereinafter
provided.

         NOW,  THEREFORE,  in  consideration of the foregoing and for other good
and valuable consideration,  receipt of which is hereby acknowledged,  Buyer and
Seller hereby agree as follows:

     1. Definitions.  All terms defined in the Agreement shall, when capitalized
in this First Amendment, have the same meanings attributed to them herein.

         2. Reduction of Purchase Price.  The Purchase Price shall be reduced by
the sum of $400,000.00.  Accordingly,  Section 2.1(a) of the Agreement is hereby
amended to read, in its entirety, as follows:

                  "(a) Purchase  Price and Terms.  The total  Purchase Price for
         the  Property  (subject  to  adjustment  as provided  herein)  shall be
         $11,600,000.00.   The  Purchase  Price  shall  be  payable  by  Buyer's
         assumption of the Surviving Mortgage, the outstanding principal balance
         thereof to reduce the Purchase  Price,  and the balance of the Purchase
         Price shall be paid in cash at Closing.

         3. Closing Date  Extended.  The Closing shall occur on May 31, 1998, or
on such earlier date as Buyer shall  notify  Seller,  and Section 3.3 is amended
accordingly.







         4. Environmental  Escrow Agreement.  Buyer's inspection of the Property
has  revealed  certain  environmental  contamination  caused  by  a  drycleaning
operation  at the  Property.  At closing  Buyer and Seller  shall  enter into an
environmental  escrow  agreement  pursuant to which up to  $400,000.00  shall be
deposited with Escrow Agent pending  remediation of such contamination by Seller
in a manner  acceptable  to Buyer,  to be  reduced  to one  hundred  twenty-five
percent (125%) of the cost to remediate as agreed upon by Buyer and Seller prior
to Closing.  The form and  substance of the escrow  agreement  shall be mutually
acceptable to Seller, Buyer and the holder of the Surviving Mortgage.  If by the
Closing  Date Seller and Buyer have not agreed to the form and  substance of the
environmental  escrow agreement,  either may terminate this Agreement,  in which
event the Earnest Money Deposit shall be returned to Buyer.

         5. Other  Properties.  It is acknowledged that Seller is acquiring from
affiliates of Buyer two properties  commonly known as the "Lady's Island Publix"
and the "Weems Road  Winn-Dixie"  pursuant to an  Agreement  dated  February 24,
1998,  and an  Eckerd  Drug  Store  pursuant  to an  agreement  currently  being
negotiated.  The sale of the  Property to Buyer is  conditioned  upon Seller and
Buyer, and Buyer's affiliates reaching a satisfactory agreement concerning those
other properties.

         6. As amended hereby,  the Agreement shall remain unchanged and in full
force and effect.

         IN WITNESS  WHEREOF,  the Buyer and Seller have executed this Agreement
as of the day and year first above written.


Witnesses:



                                                     RRC ACQUISITIONS TWO, INC.,
Name:                                       a Florida corporation


                                                     By:
Name:                                       Name:
                                                     Title:

                                                     Date:             , 1998

                                           Tax Identification No. 59-3478325

                                                              "BUYER"

                                                       - 2 -





                                                     PINES GROUP, INC.,
Name:                                       a Florida corporation


                                                     By:
Name:                                       Name:
                                                     Title:

                                                     Date:           , 1998

                                                     Tax Identification No.:




Name:                                       RICARDO PINES


                                                     Date:            , 1998
Name:
                                                     Tax Identification No.:

                                              HIGHLAND SQUARE ASSOCIATES, LTD.,
                                                a Florida limited partnership

                                                     By Its General Partner:

                                           Pines Jacksonville Management, Inc.,
Name:                                                a Florida corporation


                                                              By:
Name:                                                         President

                                           Date:                       , 1998

                                                     Tax Identification No.:


                                                     (collectively, "SELLER")
wes\reg\highland\psa-amd.3





                                                    - 3 -


                         CONTRACT OF SALE


       This  Contract  of  Sale  ("Contract")  is  effective  this  20th day  of
March, 1998 entered into between NATIONWIDE LIFE INSURANCE COMPANY, an Ohio
corporation  ("Seller"),  and RRC ACQUISITION  TWO, INC. a Florida  corporation,
("Buyer").

                                    ARTICLE I

                         AGREEMENT OF PURCHASE AND SALE

       Subject to those  provisions to follow,  Seller agrees to sell, and Buyer
agrees to buy,  the  following  described  properties  (hereinafter  referred to
collectively as the "Property"):

       1.1 Fee  Title.  Seller's  fee  simple  title in and to the tract of land
situated  in the  city  of  Miami  and  state  of  Florida,  as  described  more
specifically in Exhibit "A" attached hereto and  incorporated  herein,  together
with all and singular the Seller's rights and  appurtenances  pertaining to such
real property including, without limitation, all easements,  streets, alleys and
rights-of-way  and all rights of Seller  relating  to ingress and egress and all
strips and gores  between such real  property and  adjacent  land  (collectively
referred to as the "Land");

     1.2 Improvements. All buildings and improvements,  ("Improvements") located
on the Land;

       1.3 Personal  Property.  All mechanical  systems,  fixtures and equipment
including,  but not limited to,  compressors,  and engines;  electrical systems,
fixtures  and  equipment;  plumbing  fixtures,  systems and  equipment;  heating
fixtures,   systems  and  equipment;  air  conditioning  fixtures,  systems  and
equipment;  furniture,  carpets,  drapes  and  other  furnishings;   maintenance
equipment and tools; and all other machinery,  equipment,  fixtures and personal
property of every kind and  character,  if any,  owned by the Seller and located
in,  or on or used in  connection  with,  the  Land or the  Improvements  or the
operations thereon ("Personal Property");

       1.4 Plans,  Etc. All site plans,  surveys,  soil and  substrata  studies,
architectural  renderings,  plans  and  specifications,  engineering  plans  and
studies,  floor plans,  landscape plans and other plans,  diagrams or studies of
any  kind,  if any,  in  Seller's  possession  which  relate  to the  Land,  the
Improvements or the Personal Property;

       1.5 Tenant Leases.  Seller's interest in all leases and rental agreements
with  tenants  occupying,  or having  the right to  occupy,  space  situated  in
Improvements  or otherwise  having  rights with regard to use of the land or the
Improvements  ("Leases"),  and all security deposits, if any, held in connection
with such leases.

       1.6  Miscellaneous  Documents.  All leasing  brochures,  market  studies,
tenant data sheets and other materials of any kind in Seller's possession solely
related to the Improvements.

                                   ARTICLE II

                                 PURCHASE PRICE

       2.1 Purchase  Price.  The purchase price for the Property shall be TWELVE
MILLION ONE HUNDRED TEN THOUSAND DOLLARS  ($12,110,000)  (the "Purchase Price").
The Purchase  Price shall be payable by wire transfer or  immediately  available
funds at Closing (hereinafter defined).

       2.2 Earnest Money Deposit. Within three (3) business days after execution
of this  Contract,  by Buyer and Seller,  the Buyer shall deposit with the Title
Company, (hereinafter defined), as an earnest money deposit in cash an amount of
FIFTY THOUSAND DOLLARS ($50,000) ("Earnest

                                                        -1-





Money  Deposit")  with   Commonwealth   Land  Title  Insurance  Company  ("Title
Company"). The Title Company shall hold and dispose of the Earnest Money Deposit
in strict  compliance  with this Contract.  Buyer shall direct the Earnest Money
Deposit to be invested in an interest bearing account in a financial institution
insured by the Federal Deposit Insurance  Corporation chosen by Buyer, with such
account  having a maturity  date not later than the  Closing  Date  (hereinafter
defined).  All interest  earned on the Earnest  Money  Deposit  shall be Buyer's
property  prior to a default by Buyer.  All interest  earned after the date of a
default by Buyer  shall be for  Seller's  account.  Buyer and Seller  agree that
prior to Buyer's  deposit of the Earnest Money  Deposit with the Title  Company,
Seller shall have no  obligation  or  liability  under this  Contract,  and that
Buyer's  obligation to deposit the Earnest Money Deposit is an express condition
precedent to Seller's  obligation and  liabilities  under this Contract.  In the
event that the Earnest Money Deposit is not received by the Title Company within
three (3) business days from the date of Buyer's and Seller's  execution of this
Contract  whichever is later,  this Contract  shall be deemed null and void with
neither party having any further obligation to the other.


                                   ARTICLE III

                 REVIEW OF TITLE, SURVEY AND OWNERSHIP DOCUMENTS

       3.1 Title  Commitment.  Within ten (10) days after the Effective  Date of
this Contract,  Seller shall furnish to Buyer,  at Seller's  expense,  a current
commitment for an owner's title insurance  policy  ("Commitment")  issued by the
Title  Company,  setting  forth  the  state  of title  to the  Property  and all
exceptions  including:  easements,   restrictions,  rights  of  way,  covenants,
reservations,  and other conditions,  if any, affecting the Property which would
appear in Owner's Title Policy, if issued. No  representations or warranties are
made by or shall be made or given by Seller  with  respect  to the Survey or the
information contained therein.

       3.2 Ownership Documents. Within ten (10) days after the Effective Date of
this  Contract,  Seller shall,  if available,  furnish to Buyer true and correct
copies  of the  items  listed  on  Exhibit  "D"  (collectively,  the  "Ownership
Documents"):

       3.3  Survey.  Within  twenty (20) days after the  Effective  Date of this
Contract,  Seller shall, at Seller's sole cost and expense, cause to be prepared
and  furnished  to Buyer  and the Title  Company,  a current  ALTA  survey  (the
"Survey") of the Property  prepared by a duly  licensed  Florida land  surveyor,
which shall comply with Minimum Standard Detail  Requirements for ALTA/ACSM Land
Title Surveys,  ,jointly  established  and adopted by ALTA and ACSM in 1992, and
includes  items 1, 2, 3, 4, 6, 7, 8, 9, 10, and 11 of Table "A"  thereof,  which
meets the accuracy  standards  (as adopted by ALTA and ACSM and in effect on the
date of the Survey) of an urban survey.

       3.4 Tenant Estoppel Certificates.  Prior to closing,  Seller shall obtain
and submit to Buyer a signed  estoppel  certificate  from all major tenants over
5,000 square feet and 75% of the  remaining  tenant on such form as per attached
Exhibit "B", for the purpose of verifying the status of each lease.

                                   ARTICLE IV

                                   CONDITIONS

       4.1      Inspection Period.

                (a) Inspection  Period.  Buyer shall have a period commencing on
the Effective Date of this Contract and extending  forty (40) days thereafter to
examine  the title and Survey  ("Title  Inspection")  and the  Property  and any
Ownership Documents not previously provided ("Property

                                                        -2-





Inspection")  (collectively  the  "Inspection  Period").  Such  examination  may
include any matters  that Buyer finds  relevant to its  decision to purchase the
Property including, without limitation, a soil, hazardous substance, engineering
and  feasibility  study.  Buyer  agrees  that  if it  elects  to  have a Phase I
environmental  audit on the Property that it will provide  Seller with a copy of
said report.  Seller shall assist Buyer in gaining  access to the portion of the
Property  occupied  under any  Leases,  if  applicable,  so that any  inspecting
engineer retained by Buyer can conduct those on-site  structural  inspections it
deems  necessary in order to conclude  that the  improvements  are  structurally
sound. All inspections, unless otherwise stated herein, and studies conducted by
Buyer or at Buyer's  direction  shall be at Buyer's  sole cost and  expense.  In
conducting such inspections, Buyer shall not unreasonably interfere with the use
or occupancy of the Property and/or Land.  Buyer agrees to indemnify  Seller and
hold Seller harmless from and against any injury,  damage, loss, cost or expense
related to or arising out of Buyer's inspection of the Property pursuant to this
Section  whether  foreseen  or not,  including,  but not  limited  to,  costs of
repairing damage to the Property,  Land,  Improvement  and/or Personal Property.
After the expiration of the Inspection  Period,  the sole  obligation of Seller,
except as provided herein,  will be to deliver possession of the Property in the
same condition as existed on the date of  termination  of the Inspection  Period
(ordinary  wear and tear  excepted).  In the event  the Buyer  does not elect to
terminate the Contract (as provided herein), THE BUYER AGREES THAT THE PROPERTY,
INCLUDING BUT NOT LIMITED TO THE PERSONAL PROPERTY,  IS BEING CONVEYED HEREUNDER
"AS IS, WHERE IS, AND WITH ALL FAULTS",  WITHOUT ANY  REPRESENTATION OR WARRANTY
BY SELLER  EXCEPT AS EXPRESSLY  SET FORTH  HEREIN AND THE  PERSONAL  PROPERTY IS
BEING SOLD AND ASSIGNED HEREUNDER ONLY TO THE EXTENT THAT IT MAY BE OWNED BY THE
SELLER AND USED IN THE OPERATION OF THE PROPERTY.  EXCEPT AS EXPRESSLY  PROVIDED
HEREIN,  SELLER  HAS  NOT  MADE  AND  IS  NOT  MAKING  ANY  EXPRESS  OR  IMPLIED
REPRESENTATIONS  OR WARRANTIES WITH RESPECT TO THE PROPERTY,  INCLUDING  WITHOUT
LIMITATION ANY  REPRESENTATION  OR WARRANTY  REGARDING  QUALITY OF CONSTRUCTION,
WORKMANSHIP,  CONDITION, STATE OF REPAIR, SAFETY, MERCHANTABILITY OR FITNESS FOR
ANY PARTICULAR  PURPOSE,  ACCURACY OF DIMENSIONS,  WHETHER THE  IMPROVEMENTS ARE
STRUCTURALLY  SOUND, IN GOOD CONDITION OR IN COMPLIANCE  WITH  APPLICABLE  CITY,
COUNTY,  STATE OR FEDERAL STATUTES,  CODES, OR REGULATIONS,  INCLUDING,  WITHOUT
LIMITATION,  TO  HAZARDOUS  MATERIALS  OR  ANY  ENVIRONMENTAL  MATTERS  AND  THE
AMERICANS WITH DISABILITIES ACT, OPERATION OF MECHANICAL SYSTEMS,  EQUIPMENT AND
FIXTURES,  SUITABILITY  OF SOIL OR GEOLOGY,  ABSENCE OF DEFECTS OR  HAZARDOUS OR
TOXIC  MATERIALS  OR  WASTES,  ANY PAST,  PRESENT OR FUTURE  OPERATING  RESULTS,
INCLUDING BOTH INCOME AND EXPENSES,  ANY  PROJECTIONS  WITH RESPECT TO OPERATING
RESULTS,  THE  FINANCIAL  VIABILITY  OF THE  PROPERTY,  OR THE  COMPLETENESS  OR
ACCURACY OF ANY BOOKS OR RECORDS OF SELLER PERTAINING TO THE PROPERTY, AND BUYER
ACKNOWLEDGES  THAT BUYER  ACCEPTS THIS  PROPERTY  WITHOUT  RELYING UPON ANY SUCH
REPRESENTATION  OR  WARRANTY BY SELLER OR BY ANY OTHER  PERSON AND BASED  SOLELY
UPON  BUYER'S OWN  INSPECTIONS,  INVESTIGATIONS  AND  FINANCIAL  ANALYSIS OF THE
PROPERTY.

                (b) Seller's  Cure Period.  Buyer agrees to notify Seller of all
objections it may have based on Title Inspection within fifteen (15) days of its
receipt thereof.  Any exceptions reflected in the Commitment to which Buyer does
not object or which are  waived by Buyer  shall be deemed  permitted  exceptions
(the "Permitted Exceptions").

       4.2  Termination.  Buyer agrees to notify  Seller in writing on or before
the expiration of the Inspection Period of its intent to terminate the Contract.
However,  if Buyer  fails to notify  Seller of its intent to  proceed  with this
Contract,  the Contract  shall be deemed  terminated as of the expiration of the
Inspection  Period. If Buyer terminates this Contract as provided herein in this
Section,  The Title Company,  without  further  authorization  or direction from
Seller, will immediately refund the Earnest

                                                        -3-





Money Deposit to Buyer.  Thereafter,  (except as expressly  provided for in this
Contract)  neither  Buyer  or  Seller  will  have  any  further  obligations  or
liabilities under this Contract.

       4.3 No Further Contracts.  From the date hereof until the Closing Date or
the earlier termination of this Contract,  Seller shall (a) maintain and operate
the  Property in the same manner in which the  Property  was  operated as of the
Effective  Date, and will not knowingly  permit to be committed any waste on the
Property,  (b)  continue  all leases,  if  applicable,  and  insurance  policies
relative to the Property in full force and effect,  (c) neither  cancel,  amend,
enter into nor renew any lease,  without  the  written  consent of Buyer  (which
consent  will not be  withheld  unreasonably  and  notice of which  approval  or
disapproval  shall be  provided  to Seller  within  five (5) days from  Seller's
presentment  to Buyer of the lease at issue),  (d) not knowingly  enter into any
agreement or instrument  which would  constitute an  encumbrance on the Property
without  prior  written  consent of Buyer  (which  consent  will not be withheld
unreasonably  and notice of which approval or  disapproval  shall be provided to
Seller within five (5) days from Seller's  presentment to Buyer of the agreement
or instrument  at issue) and (e) not remove  Personal  Property  owned by Seller
from the Land,  Improvements  and/or Property.  In the event that Buyer does not
provide Seller with notice required by this subsection within the time set forth
herein Buyer's approval shall be deemed to have been waived.

                                    ARTICLE V

                     BUYER'S REPRESENTATIONS AND WARRANTIES

       Buyer represents and warrants to Seller the following statements are true
on the Effective Date of this Contract and will be true on the Closing Date:

       5.1 Buyer's Power and Authority.  Buyer and its representatives  have all
power and authority legally  necessary to enter into this Contract,  execute and
deliver the Closing  documents and purchase the Property in accordance with this
Contract's terms.

       5.2  No  Actions  Against  Buyer.  Buyer  knows  of no  action,  suit  or
proceeding,  pending or threatened  against  Buyer,  which would,  if determined
against Buyer,  adversely and materially  affect Buyer's  ability to perform its
obligations under this Contract.

       Buyer's  tender of  performance  of its  obligations  under this Contract
shall  constitute  Buyer's  confirmation  that  the  above  representations  and
warranties are then also true and correct.





                                   ARTICLE VI

                     SELLER'S REPRESENTATIONS AND WARRANTIES

       6.1 Seller  warrants and  represents the following is true and correct as
of the date of Closing (hereinafter defined).

                (a)  Seller  has full  power and  authority  to enter  into this
Contract.  The execution and delivery  require no further  action or approval in
order to constitute  this  Contract as binding and  enforceable  obligations  of
Seller.


                                                        -4-





                (b)  To  the  best  of  Seller's  knowledge,  no  litigation  or
proceeding is pending or threatened relating specifically to the Property, which
if adversely determined, could have a material adverse effect on title to and/or
the use, or which could,  in any way,  interfere with the  consummation  of this
Contract.

                (c) To the best of  Seller's  knowledge,  no person has caused a
release or threatened a release of any hazardous  material on about or under the
Property.  In addition  Seller has no knowledge  that the Property  contains any
underground  storage tank,  asbestos building material or a drycleaning plant or
facility using drycleaning solvents.

                (d) To the best of  Seller's  knowledge  , there  are no  Leases
affecting  the  Property,  oral or  written,  except as listed on the rent roll.
Copies of the Leases,  which shall be delivered  to the Buyer are true,  correct
and complete copies thereof,  subject to the matters set forth on the rent roll.
All of the Tenant leases are in good standing and no defaults  exist  thereunder
except as noted on the rent roll.  No rent or  reimbursement  has been paid more
than one (1) month in advance and no security  deposit has been paid,  except as
stated on the rent  roll.  No tenant  under  any  lease  has been  promised  any
inducement, consession or consideration by Seller other than expressly stated in
such  Lease,  and  except  as  stated  therein  there  are  and  will be no side
agreements between Seller and any tenant.

       For  purposes  of this  Contract,  the  terms  "to the  best of  Seller's
knowledge",  "Seller's  knowledge"  and/or  "knowledge" shall be limited to such
actual  knowledge or written notice or report that has actually been received by
Paul H. Thomas,  Jr., who is Seller's  Manager of Real Estate  Equity  Assets or
Lawrence W. Baiamonte, who is Seller's Director of Real Estate Equity Assets.

                                   ARTICLE VII

                            REQUEST FOR NONDISCLOSURE

       7.1 Buyer and its representatives  shall hold in strictest confidence all
data and  information  obtained with respect to the operation and  management of
the  Property,  whether  obtained  before or after the  execution  and  delivery
hereof,  and shall not use such data or  information  for purposes  unrelated to
this  Contract  or disclose  the same to others  except as  expressly  permitted
hereunder.  The preceding  sentence shall not be construed to prevent Buyer from
disclosing to its agents,  consultants and lenders such information with respect
to the Property as is  necessary  for such  agents,  consultants  and lenders to
perform  their  designated  tasks in connection  with Buyer's  inspection of the
Property,  so long as the Buyer causes such agents,  consultants  and lenders to
execute an agreement to keep such  information  confidential.  However,  neither
party shall have this obligation concerning  information which: (a) is published
or becomes  publicly  available  through no fault of either the Buyer or Seller;
(b) is  rightfully  received  from a  third  party;  or  (c) is  required  to be
disclosed  by law. In the event this  Contract is  terminated  or Buyer fails to
perform  hereunder,  Buyer  shall  promptly  return  to Seller  any  statements,
documents, schedules, exhibits or other written information obtained from Seller
in  connection  with  this  Contract  or the  transactions  contemplated  hereby
(including  all  information  which was provided to agents,  consultants  and/or
lenders).  In the event of a breach or threatened breach by Buyer or its agents,
consultants  and/or  lenders of this  paragraph,  Seller shall be entitled to an
injunction  restraining  Buyer or its agents,  consultants  and/or  lenders from
disclosing, in whole or in part, such confidential  information.  Nothing herein
shall be  construed as  prohibiting  Seller from  pursuing  any other  available
remedy at law or in equity for such breach or threatened breach.





                                                        -5-





                                  ARTICLE VIII

                                     CLOSING

       8.1 Date and Place of Closing.  The Closing  ("Closing") shall take place
at Commonwealth Title Insurance Company. The Closing Date ("Closing Date") shall
be within fifteen (15) days after the  Inspection  Period;  however,  Seller and
Buyer may mutually  designate an earlier date for Closing.  At Seller's  option,
Closing  may occur in  escrow,  in which  event the Title  Company  shall act as
escrow agent.

       8.2 Seller's  Closing  Obligations.  At the Closing or as provided below,
Seller  shall  deliver to Buyer,  at Seller's  sole cost and expense  (except as
stated below), each of the following items:

                (a) An Owner's Policy of Title Insurance ("Title Policy") issued
by the Title Company in Buyer's favor in the full amount of the Purchase  Price,
insuring  Buyer's fee simple title to the  Property and in and to any  easements
and restrictions which inure to the benefit of the Property, subject only to the
Permitted Exceptions;

                (b)  A  special  warranty  deed  ("Deed"),   duly  executed  and
acknowledged  by  Seller,  and  in  form  for  recording,   conveying  good  and
indefeasible  fee simple  title to the  Property to Buyer,  subject  only to the
Permitted Exceptions;

                (c) A Bill of Sale transferring all of the Personal Property "As
Is" "Where Is" and "With All Faults" and an assignment of the Personal Property.

                (d) An  Assignment  of all  Warranties,  Guaranties  and Service
Contracts, if any;

                (e)  All keys to the Property in Seller's possession;

                (f) An assignment of all Leases, as per attached Exhibit "C";

                (g)  Executed originals of the Leases in Seller's possession;

                (h) Lease files.

     8.3 Adjustments at Closing.  The Purchase Price shall be adjusted as of the
Closing Date ---------------------- by:

                (a)  Prorating  the closing  year's real and  tangible  personal
property  taxes as of the the Closing Date (if the amount of the current  year's
property  taxes are not  available,  such taxes will be prorated  based upon the
prior year's assessment);

                (b)   Prorating  as  of  the  Closing  Date  cash  receipts  and
expenditures  for the Shopping  Center and other items  customarily  prorated in
transactions of this sort; and

                (c) Subtracting the amount of security  deposits,  prepaid rents
from tenants under the Leases,  and credit balances,  if any, of any tenant. Any
rents,  percentage  rents or tenant  reimbursement  payable by tenants after the
Closing Date but  applicable to periods on or prior to the Closing Date shall be
remitted  to Seller by Buyer  within  thirty (30) days after  receipt,  less any
expenses of the Property incurred on or prior to the Closing Date but discovered
by Buyer  after the Closing  Date.  Buyer  shall have no  obligation  to collect
deliquencies,  but should Buyer collect any deliquent  rents or other sums which
cover  periods  prior to the Closing  Date and for which  Seller has received no
proration credit, Buyer shall remit same to Seller within thirty (30) days after
receipt, less

                                                        -6-





any costs of collection. Buyer will not interfere in Seller's efforts to collect
sums due it prior to the Closing  Date.Seller  will remit to Buyer within thirty
(30) days after  receipt  any rent,  percentage  rents or tenant  reimbursements
received by Seller after  Closing  which are  attributable  to periods  occuring
after the Closing Date.  Undesignated  receipts after Closing of either Buyer or
Seller from  tenants in the Shopping  Center shall be applied  first to the then
current rents and  reimbursements  for such tenants(s),  then to deliquent rents
and reimbursements  attributable to post- Closing Date periods, and then to pre-
Closing Date periods.

       8.4 Buyer's Closing  Obligations.  At Closing,  Buyer shall execute those
Closing  documents  to which  Buyer is a party and direct  the Title  Company to
remit to Seller the Purchase  Price,  plus any other sums required to be paid by
Buyer, in accordance with this Contract.

       8.5 Possession and Closing.  Notwithstanding  anything  contained herein,
exclusive  possession  of the Property  shall be delivered to Buyer by Seller at
Closing.

       8.6 Closing Costs. Unless otherwise specified in this contract, all costs
and expenses of Closing  including  recording  fees and  transfer  fees shall be
allocated  equally between Seller and Buyer.  Each party will be responsible for
its own legal fees except in the event of default.


                                   ARTICLE IX

                       TERMINATION, DEFAULTS AND REMEDIES

       9.1  Buyer's  Termination.  If Seller  is  unable to convey  title to the
Property,  Buyer may,  at Buyer's  option,  terminate  this  Contract by written
notice  forwarded  to Seller prior to the Closing Date or delivered to Seller on
the Closing Date or earlier  date as specified in this  Contract for such notice
of termination.  If Buyer elects to terminate this Contract  pursuant to a right
to do so expressly  given to Buyer in this  Contract,  the Earnest Money Deposit
shall be promptly refunded to Buyer on written  instruction to the Title Company
signed only by Buyer,  and neither  party shall have any further  obligation  or
liability to the other party  hereunder.  If the Earnest  Money Deposit is to be
returned to Buyer in accordance with this Contract,  Seller shall  promptly,  on
written  request  from  Buyer,  execute  and deliver  such  documents  as may be
required  to cause the Title  Company to return  the  Earnest  Money  Deposit to
Buyer.

       9.2 Seller's  Default;  Buyer's  Remedies.  If Seller fails to consummate
this  Contract for any reason (other than Buyer's  default or a  termination  of
this Contract by Seller or Buyer pursuant to a right to do so expressly provided
for in this  Contract),  Buyer may elect to enforce the specific  performance of
this  Contract or  terminate  this  Contract and receive a refund of the Earnest
Money Deposit;  provided,  however,  in the event  specific  performance of this
Contract is frustrated due to Seller's conveyance of all or part of the Property
to a third party in breach of this  Contract  or due to  Seller's  intentionally
encumbering  all or any  part  of the  Property  with a lien,  lease,  easement,
restriction or other  encumbrance after the date of this contract objected to by
Buyer and not  eliminated at or prior to Closing,  Buyer may pursue any remedies
available to Buyer at law or in equity.

       9.3 Buyer's Default;  Seller's Remedy.  If Buyer fails to consummate this
Contract for any reason  (other than Seller's  default or a termination  of this
Contract by Seller or Buyer pursuant to a right to do so expressly  provided for
in this Contract),  Seller may, as Seller's sole and exclusive remedy, terminate
this Contract and retain the Earnest  Money  Deposit as  liquidated  damages for
breach of this  Contract.  Upon written  notice of  termination by Seller to the
Title Company and Buyer  pursuant to this Section,  the Title  Company,  without
further  authorization from Buyer,  shall immediately  deliver the Earnest Money
Deposit to Seller. Such amount is agreed upon by and

                                                        -7-





between  Seller  and Buyer as  liquidated  damages,  due to the  difficulty  and
inconvenience of ascertaining and measuring actual damages,  and the uncertainty
thereof and the payment of the  Earnest  Money  Deposit  shall  constitute  full
satisfaction of Buyer's  obligations under this Contract.  Such amount is agreed
upon  by  and  between  Seller  and  Buyer  as a  reasonable  estimate  of  just
compensation for the harm caused by Buyer's default.


                                    ARTICLE X

                     DAMAGE OR DESTRUCTION PRIOR TO CLOSING

       10.1 In the event  that  either the  Improvements  or  Personal  Property
should be damaged by any casualty prior to Closing, and if the cost of repairing
such  damage,   as  estimated  by  an   independent   contractor   ("Independent
Contractor") retained by Buyer (and approved by Seller, which approval shall not
be withheld unreasonably or unduly delayed) is:

                (a)  less  than  FIFTY  THOUSAND  DOLLARS  ($50,000),  then,  at
Seller's option:  (i) Seller shall repair such damage prior to the Closing Date,
restoring the damaged  Property at least to its condition  immediately  prior to
such damage,  or (ii) elect to close the  transaction  and Buyer shall receive a
credit at Closing in an amount  necessary to make such repairs as  determined by
the Independent Contractor; or if said cost is

                (b) equal to or more than FIFTY THOUSAND DOLLARS  ($50,000) then
the Buyer may elect  within  twenty (20) days of  notification  to Buyer of such
occurrence  to (i) terminate  this Contract or (ii) require  Seller to assign to
Buyer at Closing,  all insurance  proceeds  payable for such damage,  and pay to
Buyer at Closing the amount of any  deductible  required  by Seller's  insurance
policies,  and the sale shall be closed  without  the  Seller's  repairing  such
damage.



                                   ARTICLE XI

                                  CONDEMNATION

       11.1 Eminent Domain.  If prior to the Closing Date a material  portion of
the Property  shall be taken by any  governmental  authority  under the power of
eminent  domain or by any private  organization  possessing the power of eminent
domain,  this  Contract  shall  terminate  on the date of  taking  and the Title
Company shall thereupon promptly return to Buyer the Earnest Money Deposit,  and
the parties  hereto shall  thereafter be released of any obligation or liability
by reason of the execution of this Contract.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

       12.1 Broker's Commission.  If, and when the Closing occurs, Seller hereby
agrees  to pay one and one  half  percent  (1  1/2%)  of the  purchase  price to
Atlantic  American  Group in cash for their  services  in  connection  with this
Contract.  Seller and Buyer each  represent  and warrant to the other that there
are no claims for broker's  commissions or finder's fees in connection  with the
execution and delivery of this Contract  other than that of the Brokers named in
this  Section  12.1,  and Seller and Buyer  each  agree to  indemnify  the other
against and hold such party harmless from all liabilities  arising from a breach
of the representation and warranty made by such party herein, including, without
limitation, reasonable attorneys' fees and related court costs.

                                                        -8-





       12.2  Assignment.  Buyer may not assign this  Contract  without  Seller's
prior  written  consent  unless  the  Buyer  remains  liable  for all  terms and
conditions under the Contract.

       12.3  Notices.  Any  notice,   approval,   waiver,   objection  or  other
communication  (for  convenience  "Notice")  required or  permitted  to be given
hereunder or given in regard to this Contract by one party to the other shall be
in  writing  and the same  shall be given and be deemed to have been  served and
given (a) if hand  delivered,  when delivered in person to the address set forth
hereinafter for the party to whom notice is given; (b) if mailed,  (except where
actual  receipt is specified in this  Contract) when placed in the United States
mail, postage prepaid, by Certified Mail, Return Receipt Requested; addressed to
the party at the address hereinafter specified; or (c) if by overnight delivery,
when  delivered to the overnight  carrier.  Any party may change its address for
notices by notice theretofore given in accordance with this Section 12.3.



       If to Seller:       Nationwide Life Insurance Company
                           One Nationwide Plaza, 1-34-01
                           Columbus, Ohio 43215
                           Attention: Paul H. Thomas, Jr.

       With copy to:       Nationwide Life Insurance Company
                           One Nationwide Plaza, 1-35-04
                           Columbus, Ohio 43215
                           Attention: Philip W. Whitaker, Esq.

       If to Buyer:        RRC Acquisition Two , Inc.
                           121 West Forsyth Street, Suite 200
                           Jacksonville, Florida32202
                           Attention: Robert L. Miller
                           Fax:  904-354-1832

       With copy to:       Rogers, Towers, Bailey, Jones & Gay
                           1301 Riverplace Boulevard, Suite 1500
                           Jacksonville, Florida 32207
                           Attention: William E. Scheu
                           Fax: 904-396-0663


       12.4 Entire  Agreement.  This contract and the exhibits  attached  hereto
constitute the entire agreement between Seller and Buyer, and there are no other
covenants, agreements, promises, terms, provisions, conditions, undertakings, or
understandings,  either oral or written,  between them  concerning  the Property
other than those herein set forth. No subsequent alteration,  amendment, change,
deletion  or  addition to this  Contract  shall be binding  upon Seller or Buyer
unless in writing and signed by both Seller and Buyer.

       12.5  Headings.  The headings,  captions,  numbering  system,  etc.,  are
inserted  only as a matter  of  convenience  and may under no  circumstances  be
considered in interpreting the provisions of this Contract.

       12.6 Binding  Effect.  All of the  provisions of this Contract are hereby
made binding upon the personal representatives,  heirs, successors,  and assigns
of both parties hereto. Where required for proper  interpretation,  words in the
singular shall include the plural; the masculine gender shall include

                                                        -9-





     the neuter and the feminine,  and vice versa. The terms "heirs,  executors,
administrators and assigns" shall include "successors, legal representatives and
assigns."

       12.7     Time of Essence.  Time is of the essence of this Contract.

       12.8 Unenforceable or Inapplicable Provisions. If any provision hereof is
for any reason  unenforceable or inapplicable,  the other provisions hereof will
remain in full force and effect in the same manner as if such  unenforceable  or
inapplicable provision had never been contained herein.

       12.9  Counterparts.  This  Contract  may be  executed  in any  number  of
counterparts,  each of which will for all  purposes be deemed to be an original,
and all of which are identical.

       12.10  Applicable  Law.  This  Contract  shall be construed  under and in
accordance with the laws of the State of Florida.

       12.11  Attorney's  Fees. In the event either Buyer or Seller should bring
suit against the other in respect to any matters  provided for in this Contract,
the  prevailing  party  shall  be  entitled  to  recover  from the  other  party
reasonable attorneys' fees in connection with such suit.

       12.12 Authority.  Each person  executing this Contract,  by his execution
hereof,  represents and warrants that he is fully  authorized to do so, and that
no  further  action or consent on the part of the party for whom he is acting is
required to the effectiveness  and  enforceability of this Contract against such
party following such execution.

       12.13  Further  Assurances.  In  addition  to the acts and deeds  recited
herein and  contemplated to be performed at the Closing,  Seller and Buyer agree
to perform such other acts, and to execute and/or deliver such other instruments
and  documents  as either  Seller or Buyer,  or their  respective  counsel,  may
reasonably require in order to effect the intents and purposes of this Contract.
Further,  Seller and Buyer each agree to deliver to the Title Company affidavits
and such other  assurances as may  reasonably be necessary or required to enable
the Title Company to issue the Title Policy as contemplated in this Contract.

       12.14 Time Periods.  Unless otherwise expressly provided, all periods for
delivery or review and the like shall be determined  on a "calendar"  day basis.
If any date for performance,  approval, delivery or Closing falls on a Saturday,
Sunday  or legal  holiday,  the time  therefor  shall  be  extended  to the next
business day.

       12.15 Survival.  The  representations,  warranties and covenants  (except
with respect to Section 12.1) of Buyer and Seller contained herein shall survive
the  Closing  for a period of six (6)  months  from the  Closing  Date and shall
thereafter be deemed void and of no force. The  representations,  warranties and
covenants  contained in Section 12.1 shall  survive the Closing for an unlimited
period and shall not merge with the delivery of the documents at Closing.

       12.16 Waiver of Right to Trial by Jury.  The Buyer and the Seller  hereby
waive any right to trial by jury of any claim, demand, action or cause of action
(i) arising under this Contract or any other  instrument,  document or agreement
executed or delivered in connection  herewith or (ii) in any way connected  with
or related or incidental to the dealings of the parties hereto or any of them in
respect of this Contract or any other instrument, document or agreement executed
or delivered in connection herewith or the transactions  related hereto, in each
case whether now existing or hereafter arising, and whether sounding in contract
or tort or otherwise. The Buyer and the Seller hereby agree and consent that any
such claim,  demand,  action or cause of action  shall be decided by court trial
without a jury and that any party may file an original  counterpart or a copy of
this Contract  with any court as written  evidence of the consent of the parties
hereto to the waiver of their right to trial by jury.

                                                       -10-




       12.17 The effective date ("Effective Date") of this Contract shall be the
date on which  the Title  Company  acknowledges  receipt  of the  Earnest  Money
Deposit.


DATED this day of , 1998,  which is the date this  Contract  has been  signed by
whichever of Buyer or Seller is the last to sign this  Contract.  All references
to the "date of this Contract" or similar references shall mean this date.


                                                     SELLER:

                                            NATIONWIDE LIFE INSURANCE COMPANY
                                               an Ohio Corporation

                                                         By:
Date Signed by Seller                                    Robert H. McNaghten
                                         Vice President-Real Estate Investments

                                                          BUYER:
                                            RRC ACQUISITION TWO, INC. a Florida
                                                         corporation



                                                                       By:
Date Signed by Buyer




                                                       -11-





                       AMENDMENT NO. 1 TO CONTRACT OF SALE

                                   May 4, 1998


Contract of Sale dated March 23, 1998 - entered  into  between  NATIONWIDE  LIFE
INSURANCE COMPANY ("Seller") and RRC ACQUISITION TWO, INC. ("Buyer") relating to
the sale and purchase of the  following  described  real estate  situated in the
city of Miami and state of Florida as described on Exhibit "A" attached.

WHEREAS,  Seller and Buyer have  hereto  entered  into a Contract  of Sale dated
March 23, 1998.

WHEREAS, Seller and Buyer now desire to amend the Contract of Sale as follows:

NOW THEREFORE, in consideration of the mutual promises contained here, Buyer and
Seller agree to amend the Contract as stated below:

The terms and  definitions  not herein defined shall have the meaning as defined
in the Contract of Sale dated March 23, 1998 (the "Contract").

         1. Article 4.1 Inspection  Period. The Inspection Period, as defined in
the Contract shall be extended for a period ending May 29, 1998.

         IN WITNESS WHEREOF, Seller and Buyer have executed this amendment as of
the day and year first written above.

Seller:                                                       Buyer:
            NATIONWIDE LIFE INSURANCE                RRC ACQUISITION TWO, INC.
COMPANY


By:                                                By:_______________________




                                                       - 2 -

                       AMENDMENT NO. 2 TO CONTRACT OF SALE

         THIS AGREEMENT,  dated as of the ____ day of May, 1998, executed on the
date as indicated below, by and between  NATIONWIDE LIFE INSURANCE  COMPANY,  an
Ohio  corporation   ("Seller")  and  RRC  ACQUISITIONS   TWO,  INC.,  a  Florida
corporation ("Buyer").

                                   Background

         Seller and Buyer heretofore entered into a Contract of Sale dated as of
March 23,  1998,  concerning  the sale and  purchase of Shoppes @ 104 located in
Dade County,  Florida, more particularly described on attached Exhibit "A", said
agreement  having been amended by Amendment  No. 1 to Contract of Sale dated May
4,  1998,  (said  contract,  as  amended,   being  herein  referred  to  as  the
"Contract").  Seller and Buyer wish to further amend the Contract as hereinafter
provided.

         NOW THEREFORE, in consideration of the foregoing and for other valuable
consideration,  receipt  of which is  acknowledged,  Seller  and Buyer  agree as
follows:

         1. Buyer and Seller ratify and reaffirm the Contract,  and  acknowledge
that it  continues in full force and effect,  as modified by Amendment  No. 1 to
Contract of Sale and hereby.

         2. The terms and  definitions not herein defined shall have the meaning
as defined in the Contract.

         3. The  Purchase  Price set forth in Section  2.1(a) of the Contract is
reduced to the aggregate sum of $12,050,000 subject to adjustment as provided in
the Contract.

         4. Should the transaction close,  Seller shall not pursue collection of
reconciliation  receivables from 1995 and 1996, and at Closing will disclaim any
interest therein or right thereto.

         5.  Should  the  transaction  close,  Seller  shall  not bill or charge
tenants for any capital items in the 1997 reconciliation billings.  Seller shall
allow  Buyer  to  review  and  approve  the  reconciliation  billings  prior  to
distribution to the tenants.

         6. Should the transaction  close,  Seller shall not pursue  outstanding
past due rent,  CAM  charges,  and  other  sums due from the  following  tenants
currently  carrying  balances:  Tae Kwon Do,  Mailboxes,  Etc., Lady of America,
Loving Child Day Care,  and Wash Time.  At Closing,  Seller  shall  disclaim any
right Seller may have to any of these  delinquencies  paid by such tenants after
Closing, if any.
         IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of
the day and year first above written.

Witnesses:
                                                     RRC ACQUISITIONS TWO, INC.,
                                                     a Florida corporation
Name:

                                                     By:
                                      Name:
Name:                                       Title:

                                                     Date of Execution:

                                                              "BUYER"


                                            NATIONWIDE LIFE INSURANCE COMPANY,
                                                     an Ohio corporation
Name:

                                                     By:
                                      Name:
Name:                                       Title:

                                                     Date of Execution:

                                                              "SELLER"


                   AMENDMENT NO. 3 TO CONTRACT OF SALE

                                  May 29, 1998


Contract of Sale dated March 23, 1998 - entered  into  between  NATIONWIDE  LIFE
INSURANCE COMPANY ("Seller") and RRC ACQUISITION TWO, INC. ("Buyer") relating to
the sale and purchase of the  following  described  real estate  situated in the
city of Miami and state of Florida as described on Exhibit "A" attached.

WHEREAS,  Seller and Buyer have  hereto  entered  into a Contract  of Sale dated
March 23, 1998. The original Contract of Sale was subsequently  amended pursuant
to Amendment  No. 1 to the Contract of Sale dated May 4,1998 and Amendment No. 2
to the Contract of Sale dated May 11,1998; and

WHEREAS, Seller and Buyer now desire to amend the Contract of Sale as follows:

NOW THEREFORE, in consideration of the mutual promises contained here, Buyer and
Seller agree to amend the Contract as stated below:

The terms and  definitions  not herein defined shall have the meaning as defined
in the Contract of Sale dated March 23, 1998 (the "Contract").

         1. Article 4.1 Inspection  Period. The Inspection Period, as defined in
the Contract shall be extended for a period ending June 5, 1998.

         IN WITNESS WHEREOF, Seller and Buyer have executed this amendment as of
the day and year first written above.

Seller:                                                       Buyer:
NATIONWIDE LIFE INSURANCE                   RRC ACQUISITION TWO, INC.
COMPANY


By:                                                By:_______________________



                                             -9-
                           PURCHASE AND SALE AGREEMENT


        THIS  AGREEMENT  is made as of the  4th  day of  April,  1998,  between
SILVERLAKE DEVELOPMENT CO., LTD., a Kentucky limited partnership ("Seller"), and
RRC ACQUISITIONS TWO, INC., a Florida corporation, its designees, successors and
assigns ("Buyer").

                                   Background

        Buyer  wishes to  purchase  a shopping  center in the City of  Erlanger,
County of Kenton, Commonwealth of Kentucky, owned by Seller, known as Silverlake
Shopping Center (the "Shopping Center");

        Seller wishes to sell the Shopping Center to Buyer;

        In consideration  of the mutual  agreements  herein,  and other good and
valuable  consideration,  the  receipt of which is hereby  acknowledged,  Seller
agrees to sell and  Buyer  agrees  to  purchase  the  Property  (as  hereinafter
defined) on the following terms and conditions:

                                 1. DEFINITIONS

        As used in this Agreement,  the following terms shall have the following
meanings:

1.1 Agreement means this instrument as it may be amended from time to time.

1.2 Allocation Date means the close of business on the day immediately  prior to
the Closing Date.

1.3 Audit Representation  Letter means the form of Audit  Representation  Letter
attached hereto as Exhibit J.

1.4 Buyer means the party identified as Buyer on the initial page hereof.

1.5 Closing means  generally  the execution and delivery of those  documents and
funds necessary to effect the sale of the Property by Seller to Buyer.

1.6     Closing Date means the date on which the Closing occurs.

1.7 Contracts means all service contracts, agreements or other instruments to be
assigned by Seller to Buyer at Closing.

1.8     Day means a calendar day, whether or not the term is capitalized.

1.9 Earnest Money  Deposit means the deposit  delivered by Buyer to Escrow Agent
prior to the Closing under Sections 2.2 and 3.1 of this Agreement, together with
the earnings thereon, if any.

1.10 Environmental  Claim means any investigation,  notice,  violation,  demand,
allegation, action, suit, injunction,  judgment, order, consent decree, penalty,
fine, lien, proceeding,  or claim (whether administrative,  judicial, or private
in nature) arising (a) pursuant to, or in connection  with, an actual or alleged
violation  of, any  Environmental  Law,  (b) in  connection  with any  Hazardous
Material  or  actual  or  alleged  Hazardous  Material  Activity,  (c)  from any
abatement, removal, remedial, corrective, or other response action in connection
with a Hazardous  Material,  Environmental  Law or other order of a governmental
authority or (d) from any actual or alleged damage,  injury,  threat, or harm to
health, safety, natural resources, or the environment.


1.11  Environmental  Law means any current  legal  requirement  in effect at the
Closing Date pertaining to (a) the protection of health,  safety, and the indoor
or outdoor environment, (b) the conservation,  management,  protection or use of
natural  resources and wildlife,  (c) the  protection or use of source water and
groundwater,  (d)  the  management,  manufacture,   possession,  presence,  use,
generation,  transportation,  treatment,  storage, disposal, Release, threatened
Release,  abatement,  removal,  remediation  or handling of, or exposure to, any
Hazardous Material or (e) pollution (including any Release to air, land, surface
water, and groundwater);  and includes,  without  limitation,  the Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, as amended by
the  Superfund  Amendments  and  Reauthorization  Act of 1986, 42 USC ss.9601 et
seq.,  Solid Waste Disposal Act, as amended by the Resource  Conservation Act of
1976 and Hazardous  and Solid Waste  Amendments of 1984, 42 USC ss.6901 et seq.,
Federal Water Pollution  Control Act, as amended by the Clean Water Act of 1977,
33 USC ss.1251 et seq.,  Clean Air Act of 1966,  as  amended,  42 USC ss.7401 et
seq.,  Toxic Substances  Control Act of 1976, 15 USC ss.2601 et seq.,  Hazardous
Materials  Transportation  Act,  49 USC App.  ss.1801,  Occupational  Safety and
Health Act of 1970,  as amended,  29 USC ss.651 et seq.,  Oil  Pollution  Act of
1990, 33 USC ss.2701 et seq., Emergency Planning and Community Right-to-Know Act
of 1986,  42 USC App.  ss.11001 et seq.,  National  Environmental  Policy Act of
1969, 42 USC ss.4321 et seq.,  Safe Drinking Water Act of 1974, as amended by 42
USC  ss.300(f) et seq.,  and any  similar,  implementing  or successor  law, any
amendment, rule, regulation, order or directive, issued thereunder.

1.12 Escrow Agent means Rogers,  Towers,  Bailey, Jones & Gay, Attorneys,  whose
address is 1301 Riverplace Blvd., Suite 1500,  Jacksonville,  Florida 32207 (Fax
904/396-0663), or any successor Escrow Agent.

1.13 Governmental  Approval means any permit,  license,  variance,  certificate,
consent, letter, clearance, closure, exemption,  decision, action or approval of
a governmental authority.

1.14  Hazardous  Material  means any  asbestos,  petroleum,  petroleum  product,
drycleaning  solvent or chemical,  biological or medical waste,  "sharps" or any
other   hazardous  or  toxic  substance  as  defined  in  or  regulated  by  any
Environmental Law in effect at the pertinent date or dates.

1.15 Hazardous Material Activity means any activity,  event, or occurrence at or
prior to the Closing Date  involving a Hazardous  Material,  including,  without
limitation,   the   manufacture,    possession,   presence,   use,   generation,
transportation,  treatment,  storage,  disposal,  Release,  threatened  Release,
abatement,  removal,  remediation,  handling or corrective or response action to
any Hazardous Material.

1.16 Improvements means all buildings, structures or other improvements situated
on the Real Property.

1.17 Inspection Period means the period of time which expires at midnight on the
thirtieth  (30th)  day  after  the date on  which  Seller  delivers  to Buyer an
original of this  Agreement  executed by Seller.  If such  expiration  date is a
weekend day or national holiday,  the Inspection Period shall expire at midnight
on the next immediately succeeding business day.

1.18 Leases means all existing leases and other occupancy agreements  permitting
persons to lease or occupy all or a portion of the  Property,  but excluding any
subleases or occupancy  agreements  to which Seller is not a party.  1.19 Master
Lease means the agreement executed by and between  Cincinnati  Southern Railway,
as owner, and the Cincinnati,  New Orleans and Texas Pacific Railway Company, an
Ohio corporation,  as lessee,  dated as of January 1, 1987. 1.20 Materials means
certain  information  regarding  the Property,  including  those items listed on
Exhibit B, attached hereto and incorporated by reference  herein,  together with
any  additional  information  that may be provided or made  available  to Buyer,
including all plans, drawings, specifications,  soil test reports, environmental
reports, surveys, and similar documentation, if any, in the possession of Seller
with respect to the Property,  Improvements and any proposed improvements to the
Property,  which Seller may lawfully transfer to Buyer.  Materials shall exclude
appraisals,  market studies, loan documents,  financial statements, tax returns,
documents which are subject to the  attorney-client  privilege,  documents which
relate to former tenants of the Property,  documents which relate to the cost of
development of the Property and Seller's organizational documents.


1.21  Permitted  Exceptions  means  only  the  following  interests,  liens  and
encumbrances:

(a)   Liens for taxes and assessments, if any, not payable on or before Closing;

(b)     Rights of tenants under Leases;

(c) Easements, agreements,  restrictions, covenants and legal highways of record
and all other matters set forth in the Title Insurance Commitment excluding only
those Title Objections" (hereinafter defined), if any (i) which are set forth in
a "Title  Objection  Notice"  (hereinafter  defined) timely  delivered to Seller
pursuant to Section  7.1(a) hereof and (ii) which Buyer has not waived  pursuant
to clause (i) of Section 7.1(a) hereof.

(d)     Matters which would be disclosed by an accurate survey of the Property;

(e)  Zoning,   building  code,   subdivision  and  other   governmental   rules,
regulations, requirements and laws; and

(f) Liens,  encumbrances and other interests  created by, suffered by or arising
out of the acts of, Buyer or any person or entity claiming by or through Buyer.

1.22 Personal Property means all of Seller's right, title and interest in and to
(a) sprinkler, plumbing, heating, air-conditioning,  electric power or lighting,
incinerating,  ventilating and cooling  systems,  with each of their  respective
appurtenant furnaces,  boilers,  engines,  motors,  dynamos,  radiators,  pipes,
wiring and other apparatus,  equipment and fixtures, partitions, fire prevention
and  extinguishing  systems  located  in or on the  Improvements,  and  (b)  all
Materials,  provided  the same are now owned or are  acquired by Seller prior to
the Closing. Personal Property does not include any property owned by tenants or
subtenants.

1.23 Property means  collectively  the Real Property,  the  Improvements and the
Personal Property.

1.24 Prorated  means the  allocation of items of expense or income between Buyer
and Seller based upon that  percentage  of the time period as to which such item
of  expense  or income  relates  which has  expired  as of the date at which the
proration is to be made.

1.25 Purchase Price means the consideration agreed to be paid by Buyer to Seller
for the  purchase  of the  Property  as set forth in  Section  2.1  (subject  to
adjustments as provided herein).

1.26 Railroad Lease means the lease executed by and between the Cincinnati,  New
Orleans and Texas Pacific Railway Company,  an Ohio corporation,  as lessor, and
Seller, as lessee,  dated as of May 20, 1988 and recorded at lease Book 17, Page
412 of the Kenton County Clerk's records at Covington, Kentucky.

1.27  Real  Property  means (a) fee  simple  title to that  portion  of the Real
Property  identified  on  Exhibit  A as  Parcel 1 and all  easements,  licenses,
privileges,  rights of way and other appurtenances  pertaining to or accruing to
the benefit of said Parcel 1, (b) a leasehold estate to that portion of the Real
Property identified on Exhibit A as Parcel 4, and (c) easement interests in that
portion of the Real Property identified on Exhibit A as Parcels 2, 3A and 3B.

1.28 Release means any spilling, leaking, pumping, pouring, emitting,  emptying,
discharging,  injecting,  escaping,  leaching,  dumping,  or disposing  into the
indoor or outdoor environment, including, without limitation, the abandonment or
discarding  of  barrels,  drums,   containers,   tanks,  and  other  receptacles
containing or previously  containing  any Hazardous  Material at or prior to the
Closing Date.

1.29 Rent Roll  means the list of  Leases,  together  with  certain  information
related thereto, attached hereto as Exhibit C.

1.30 Seller means the party identified as Seller on the initial page hereof.

1.31 Seller Financial Statements means the unaudited operating statements of the
Property  prepared by Seller for the two (2) calendar  years next  preceding the
date of this  Agreement  and all monthly  operating  statements  of the Property
prepared by Seller for calendar year 1998 through the date hereof.

1.32 Shopping  Center means the Shopping  Center  identified on the initial page
hereof.

1.33  Survey  means a map of a stake  survey of the Real  Property  which  shall
comply with  Minimum  Standard  Detail  Requirements  for  ALTA/ACSM  Land Title
Surveys,  jointly established and adopted by ALTA and ACSM in 1992, and includes
items l, 2, 3, 4, 6, 7, 8, 9, 10 and 11 of Table "A"  thereof,  which  meets the
accuracy standards (as adopted by ALTA and ACSM and in effect on the date of the
Survey) of an urban  survey,  which is dated not  earlier  than thirty (30) days
prior to the  Closing,  and  which is  certified  to  Buyer,  Seller,  the Title
Insurance  company  providing Title Insurance to Buyer, and Buyer's lender,  and
dated as of the date the Survey was made.


1.34 Tenant  Estoppel Letter means a letter or other  certificate  from a tenant
certifying as to certain matters regarding such tenant's Lease, in substantially
the same form as  attached  hereto as Exhibit D, or in the case of  national  or
regional  "credit"  tenants  identified  as  such on the  Rent  Roll,  the  form
customarily used by such tenant provided the information disclosed is acceptable
to Buyer.

1.35 Title Defect means any exception in the Title  Insurance  Commitment or any
matter disclosed by the Survey, other than a Permitted Exception.

1.36  Title  Insurance  Policy  means  an ALTA  Form B  Owners  Policy  of Title
Insurance for the full Purchase Price insuring  marketable title in Buyer in fee
simple,  subject  only to the  Permitted  Exceptions,  issued by  Chicago  Title
Insurance Company or another title insurer acceptable to Buyer.

1.37 Title Insurance  Commitment means a binder whereby the title insurer agrees
to issue the Title Insurance Policy to Buyer.

1.38  Transaction  Documents  means  this  Agreement,  the  deed  conveying  the
Property,  the assignment  and  assumption of Leases and Contracts,  the bill of
sale  conveying  the Personal  Property,  an  assignment  and  assumption of the
Railroad  Lease and all other  documents  required or  appropriate in connection
with the transaction contemplated hereby.

                          2. PURCHASE PRICE AND PAYMENT

        2.1    Purchase Price; Payment.

               (a) Purchase  Price and Terms.  The total  Purchase Price for the
Property (subject to adjustment as provided herein) shall be $9,238,000.00.  The
Purchase Price shall be payable by wire transfer of immediately  available funds
at Closing.

               (b) Adjustments to the Purchase  Price.  The Purchase Price shall
be adjusted as of the Closing Date by:

       (1)    prorating   the  Closing   year's  real  and  tangible   personal
property taxes and assessments, if any, as of the Allocation Date (if the amount
of the  current  year's  property  taxes are not  available,  such taxes will be
prorated   based   upon   the   immediately    preceding   year's   assessment).
Notwithstanding  the  foregoing,  the  portion  of the  real  estate  taxes  and
assessments  with respect to the Shopping  Center which is payable by The Kroger
Co.,  which is 59.7014% of the total real estate  taxes,  shall not be prorated,
and there shall be no offset against the Purchase Price on account thereof;

                      (2) prorating as of the Allocation Date cash receipts and
expenditures for the Shopping Center, the annual rent payable under the Railroad
Lease, and other items customarily prorated in transactions of this sort; and

                      (3)  subtracting  the amount of security  deposits held by
Seller and
not applied to tenant  obligations  under the Leases,  and,  prepaid  rents from
tenants under the Leases and credit  balances,  if any, of any tenants (but only
to the extent not prorated pursuant to clause (2) above). Any rents,  percentage
rents or tenant reimbursements  payable by tenants after the Allocation Date but
applicable  to periods on or prior to the  Allocation  Date shall be remitted to
Seller by Buyer within thirty (30) days after receipt,  less any expenses of the
Property incurred on or prior to the Allocation Date which (a) are discovered by
the  Buyer  after  Closing,  (b) are  paid  for by the  Buyer  and (c)  were not
accounted for in previous prorations or adjustments.  Buyer shall use reasonable
efforts to collect  delinquencies,  but shall not be required to institute legal
proceedings on account  thereof.  Should Buyer collect any  delinquent  rents or
other sums which cover periods prior to the Allocation Date and for which Seller
has not received  proration or credit,  Buyer shall remit same to Seller  within
thirty (30) days after receipt, less any direct, reasonable, out-of-pocket costs
of  collection  paid to unrelated  third  parties.  Buyer will not  interfere in
Seller's  efforts to collect  sums due it for  periods  prior to the Closing and
Seller shall have the continuing right after Closing to pursue  delinquent rents
from  tenants.  Seller  will remit to Buyer  promptly  after  receipt any rents,
percentage rents or tenant reimbursements received by Seller after Closing which
are attributable to periods  occurring after the Allocation  Date.  Undesignated
funds  received  after  Closing by either  Buyer or Seller  from  tenants in the
Shopping  Center  shall be  applied  first to current  rents and  reimbursements
attributable to post-Allocation  Date periods,  and then to delinquent rents and
reimbursements for such tenant(s) attributable to pre-Allocation Date periods.

        2.2 Earnest  Money  Deposit.  An Earnest  Money Deposit in the amount of
$25,000.00  shall be  delivered  to Escrow Agent within three (3) days after the
date on which Seller delivers to Buyer an original of this Agreement executed by
Seller.  This  Agreement  may be  terminated  by Seller if the  Seller  does not
receive,  within said three (3) day  period,  written  confirmation  from Escrow
Agent that the Earnest  Money  Deposit has been received by Escrow Agent by such
deadline.  The Earnest  Money Deposit paid by Buyer shall be deposited by Escrow
Agent in an interest  bearing account at First Union National Bank, and shall be
held and disbursed by Escrow Agent as  specifically  provided in this Agreement.
The Earnest Money Deposit shall be applied to the Purchase Price at the Closing.

        2.3    Closing Costs.

               (a)    Seller shall pay:

        (1)    Documentary  stamp  and other  transfer  taxes  imposed  upon the
transfer of the Property to Buyer;

                      (2) Cost of satisfying any liens on the Property  existing
as of the
Allocation Date which are not Permitted Exceptions;

                      (3) Cost of the Title  Insurance  Policy and the costs, if
any, of curing any Title Defects which Seller elects,  in its  discretion,  to
cure, and recording any curative title documents;

                      (4) All broker's  commissions,  finders'  fees and similar
expenses
incurred by Seller in connection  with the sale of the  Property,  including the
amount due to Power Realty Advisors,  subject however to Buyer's indemnity given
in Section 5.3 of this Agreement; and

                      (5) Seller's  attorneys'  fees relating to the sale of the
Property.

               (b) Buyer shall pay:

                      (1)    Cost of Buyer's due diligence inspection;

                      (2)    Costs  of  the  Phase  1  environmental  site 
assessment  to  be obtained by Buyer;


                      (3)    Costs of the Survey;

                      (4)    Cost of recording the deed;

                      (5) All broker's  commissions,  finder's  fees and similar
expenses incurred by Buyer in  connection  with the purchase of the  Property,
excluding those  payable to Power  Realty  Advisors,  and  subject,  however, 
to Seller's indemnity given in Section 4.1(c) of this Agreement; and

                      (6) Buyer's attorneys' fees.

                        3. INSPECTION PERIOD AND CLOSING

        3.1    Inspection Period.

               (a)  Buyer  agrees  that it will  have the  Inspection  Period to
physically inspect the Property, underwrite the tenants and review their Leases,
and to  otherwise  conduct its due  diligence  review of the  Property,  and the
Materials.  Buyer shall  indemnify  and hold Seller  harmless  from any damages,
liabilities or claims for property damage or personal injury arising out of such
inspection and investigation by Buyer or its agents or independent  contractors.
Buyer's  obligation  to  indemnify  shall  expressly  survive the Closing or the
termination  of this  Agreement  and shall not be limited to the  Earnest  Money
Deposit.  Prior to any  entry  on the  Property  by Buyer or any of its  agents,
employees, consultants or contractors, Buyer shall provide to Seller evidence of
liability  insurance,  naming  Seller  as an  additional  insured,  in form  and
substance reasonably satisfactory to Seller. Within the Inspection Period, Buyer
may, in its sole discretion and for any reason or no reason, elect to go forward
with this Agreement to Closing, which election shall be made by notice to Seller
given within the  Inspection  Period.  If such notice is not timely given,  this
Agreement and all rights,  duties and obligations of Buyer and Seller hereunder,
except any which expressly survive termination, shall terminate and Escrow Agent
shall forthwith return to Buyer the Earnest Money Deposit. If Buyer elects to go
forward,  the Earnest Money Deposit shall be increased by an additional  deposit
of  $100,000.00  (to be deposited  with Escrow Agent no later than the first day
after the end of the Inspection Period), and shall not be refundable except upon
the terms otherwise set forth herein.

               (b) Seller will promptly  furnish or make  available to Buyer the
documents enumerated on Exhibit B attached hereto to the extent that they are in
Seller's possession. Buyer, through its officers, employees and other authorized
representatives,  shall  have the right to  reasonable  access to the  Property,
Leases  and  Seller  Financial  Statements,   at  reasonable  times  during  the
Inspection  Period  for the  purpose  of  inspecting  the  Property,  conducting
Hazardous  Materials  inspections  and  otherwise  conducting  its due diligence
review of the Property.  Seller shall  cooperate with and assist Buyer in making
such inspections and reviews provided that such cooperation  shall be at no cost
to Seller.  Buyer shall not  interfere  with the  business of Seller or with any
tenants,  and Buyer shall  restore  the  Property  to the same  condition  as it
existed  immediately  prior to the conducting of any such  inspection,  study or
investigation  immediately  upon  completion of each such  inspection,  study or
investigation.  Buyer shall not conduct any boring,  drilling,  cutting or other
intrusive  tests  without the prior  written  consent of Seller,  which  consent
Seller  shall have no  obligation  to give.  Buyer shall not permit any liens or
encumbrances  to arise or exist against the Property in connection  with or as a
result of its inspections,  studies or investigations. A copy of any inspection,
study or  investigation  reports or test results  shall be furnished by Buyer to
Seller promptly upon their completion.  Buyer, for itself and its agents, agrees
not to enter into any contract  with existing  tenants  prior to Closing.  Buyer
shall have the right,  with reasonable  prior written notice to Seller,  to have
due diligence interviews with tenants; provided, however, that Seller shall have
the  opportunity to be present at all such  interviews.  At Seller's  option,  a
representative  of Seller may  accompany  Buyer,  its agents,  employees  and/or
representatives during any time at which any of them are on the Property. Except
as  provided in this  Agreement,  Buyer  shall not visit the  Property  nor make
contact with the tenants,  contractors or  consultants  of the Property,  except
that Buyer may make  follow-up  telephone  calls to clarify issues raised during
site visits.  The  obligations  of Buyer under this Section 3.1(b) shall survive
termination of this Agreement.


               (c)   Buyer,   through   its   officers   or   other   authorized
representatives,  shall  have the right to  reasonable  access to all  Materials
(other than privileged or confidential  materials) with reasonable prior written
notice to Seller,  for the  purpose of  reviewing  and  copying  the same at its
expense.

               (d) Seller has or will make the Materials  available to Buyer. By
providing,  and/or  making  available the  Materials to Buyer,  Seller,  and its
partners, agents, attorneys, representatives,  principals and affiliates are not
making,  nor shall be deemed to have made,  any  representations  or warranties,
implied or otherwise, as to the accuracy or completeness of the Materials and/or
any  information or conclusions  contained  therein.  Further,  Seller,  and its
partners, agents, attorneys, representatives,  principals and affiliates are not
making,  nor shall any of them be deemed to have made,  any  representations  or
warranties as to the skill and care taken in the  preparation  of the Materials.
Seller, and its partners,  agents,  attorneys,  representatives,  principals and
affiliates  are not  responsible  for  conditions or  consequences  arising from
relevant  facts that were  concealed,  withheld,  or not  disclosed by any third
party  (including any consultant or any regulatory or governmental  agency),  or
any persons interviewed as part of the preparation of the Materials.  Buyer also
acknowledges  that the  information  referenced in the Materials may change over
time and that Buyer must satisfy  itself as to whether or not the  Materials are
accurate.

        3.2 Hazardous Material.  Prior to the end of the Inspection Period Buyer
may order a phase 1  environmental  assessment  of the  Property.  A copy of any
assessment  report, if made, shall be furnished by Buyer to Seller promptly upon
its completion.

        3.3 Time and Place of Closing. Unless otherwise agreed in writing by the
parties,  the Closing  shall take place at the offices of Seller's  attorneys at
10:00 A.M. on the date which is the tenth (10th) day following the expiration of
the  Inspection  Period,  provided  that Buyer may designate an earlier date for
Closing if mutually agreeable to Seller.

                    4. WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER

        4.1  Warranties,  Representations  and  Covenants.  Seller  warrants and
represents  as  follows  as of the date of this  Agreement  and,  unless  Seller
notifies  Buyer  otherwise  on or prior to Closing,  as of the Closing and where
indicated covenants and agrees as follows:

               (a) Organization; Authority. Seller is duly organized and validly
existing under the laws of the state of its  organization and the state in which
the Shopping  Center is located,  and has full power and authority to enter into
and  perform  this  Agreement  in  accordance  with its terms,  and the  persons
executing  this  Agreement  and  other  Transaction  Documents  have  been  duly
authorized to do so on behalf of Seller.  Seller is not a "foreign person" under
Sections 1445 or 897 of the Internal Revenue Code.

               (b) Authorization;  Validity.  The execution and delivery of this
Agreement by Seller and Seller's consummation of the transaction contemplated by
this  Agreement  have  been  duly and  validly  authorized.  Assuming  the valid
execution and delivery of this Agreement by Buyer, this Agreement  constitutes a
legal,  valid  and  binding  agreement  of  Seller  enforceable  against  it  in
accordance  with its terms,  subject to the  following  qualifications:  (1) the
effect of applicable  bankruptcy,  insolvency,  reorganization,  moratorium  and
other  similar laws  affecting  the rights of creditors  generally;  and (2) the
effect of the  exercise  of  judicial  discretion  in  accordance  with  general
principles of equity (whether applied by a court of law or of equity).


               (c)  Commissions.  Seller has neither dealt with nor does it have
any knowledge of any broker or other party who has or may have any claim against
Seller, Buyer or the Property for a brokerage commission or finder's fee or like
payment  arising out of or in connection  with the  transaction  provided herein
except for Power Realty Advisors ("Broker") and Seller agrees to indemnify Buyer
from any such claim arising by, through or under Seller.

               (d)  Sale  Agreements.   The  Property  is  not  subject  to  any
outstanding  agreement(s) of sale,  option(s) to purchase,  or other right(s) of
third parties to acquire any ownership  interest  therein,  except for Permitted
Exceptions and this Agreement.


               (e)  Litigation.  There  are no  actions,  suits  or  proceedings
pending  against Seller with respect to which Seller has been served notice,  or
to the best of  Seller's  knowledge,  otherwise  pending or  threatened  against
Seller which, if determined  adversely to Seller, would (1) adversely affect its
ability to perform its  obligations  hereunder or (2)  materially  and adversely
affect the Property.

               (f)  Leases.  To the best of Seller's  knowledge,  (1) Seller has
delivered or made available to Purchaser complete copies of all Leases and other
occupancy  agreements affecting the Property to which Seller is a party, and (2)
the Rent Roll is true and complete in all material respects. Except as disclosed
in the Rent Roll:  (a) Seller has  received  no written  notice  from any tenant
claiming  that Seller is  currently in default in its  material  obligations  as
landlord under any Lease; (b) to the best of Seller's knowledge, no tenant is in
default in any  material  obligation  under its Lease;  and (c) no rent has been
paid  by any  tenant  more  than  one  month  in  advance.  Notwithstanding  the
foregoing,  Seller does not represent or warrant that any particular  Lease will
be in effect or free from default as of the Closing.

               (g) Financial Statements. To the best of Seller's knowledge, each
of the  Seller  Financial  Statements  delivered  or to be  delivered  to  Buyer
hereunder  has or will  have  been  prepared  in  accordance  with the books and
records of Seller.  Seller  covenants to furnish promptly to Buyer copies of the
Seller Financial  Statements  together with unaudited updated monthly reports of
cash  flow  for  periods  beginning  after  December  31,  1997.  Buyer  and its
independent  certified  accountants  shall be given access to Seller's books and
records  at any  time  prior to and for one (1)  month  following  Closing  upon
reasonable  advance  written  notice in order  that they may  verify  the Seller
Financial  Statements  for the  period of January  1, 1997  through  the date of
Closing.  Seller agrees to execute and deliver to Buyer or its  accountants  the
Audit Representation Letter should Buyer's accountants audit such records of the
Shopping Center.  Buyer and Seller agree that Seller is permitting such an audit
solely as an  accommodation  to Buyer in connection with Buyer'  compliance with
regulations  promulgated  by the U.S.  Security and Exchange  Commission.  Buyer
agrees  that Buyer will not assert any claim  against  Seller as a result of any
such audit and/or Audit Representation  Letter.  Without limiting the generality
of the  foregoing,  Buyer shall not assert that Seller has  breached  any of its
representations  or warranties under this Agreement as a result of such audit or
any information which is disclosed in connection with such audit.

               (h)  Contracts.   Except  for  Leases,  Contracts  and  Permitted
Exceptions, to the best of Seller's knowledge, there are no management, service,
maintenance,  utility or other  contracts or agreements  affecting the Property,
oral or written, which extend beyond the Closing Date and which would bind Buyer
or encumber the Seller's interest in the Property for more than thirty (30) days
after Closing. To the best of Seller's knowledge,  (1) all Contracts are in full
force and effect in accordance with their respective  terms, and all obligations
of  Seller  under  the  Contracts  required  to be  performed  to date have been
performed  in all material  respects;  (2) no party to any Contract has asserted
any claim of default or offset against Seller with respect thereto;  and (3) the
copies of the  Contracts  delivered  to Buyer prior to the date hereof are true,
correct and complete  copies  thereof.  Between the date hereof and the Closing,
Seller covenants to fulfill all of its material obligations under all Contracts,
and  covenants  not to terminate or modify any such  Contracts or enter into any
new  contractual  obligations  relating to the  Property  without the consent of
Buyer (not to be unreasonably  withheld)  except such  obligations as are freely
terminable  without  penalty  by Seller  upon not more than  thirty  (30)  days'
written notice.


               (i)  Maintenance  and  Operation of Property.  From and after the
date hereof and until the Closing, Seller covenants (1) to keep and maintain and
operate the Property  substantially in the manner in which it is currently being
maintained  and  operated;  (2) not to cause or permit any waste of the Property
nor  undertake  any action with  respect to the  operation  thereof  outside the
ordinary  course of business  without  Buyer's prior written  consent (not to be
unreasonably  withheld);  (3) not to remove  from the  Improvements  or the Real
Property  any article  included in the  Personal  Property  outside the ordinary
course of business; and (4) to maintain such casualty and liability insurance on
the Property as it is presently being maintained.

               (j) Permits and Zoning.  To the best  knowledge of Seller,  there
are no material  permits and licenses  (collectively  referred to as  "Permits")
required to be issued to Seller by any governmental  body,  agency or department
having  jurisdiction  over the Property which materially affect the ownership or
the use thereof which have not been issued.

               (k) Rent Roll; Tenant Estoppel  Letters.  To the best of Seller's
knowledge,  the Rent Roll is true and correct in all material  respects.  Seller
agrees to use its best  reasonable  efforts  (provided that Seller shall have no
obligation  to incur any costs or expenses) to obtain  current  Tenant  Estoppel
Letters during the Inspection  Period acceptable to Buyer from all Tenants under
Leases, which Tenant Estoppel Letters shall confirm the matters reflected by the
Rent Roll as to the particular tenant.

               (l) Condemnation.  To the best of Seller's knowledge, neither the
whole nor any portion of the Property,  including access thereto or any easement
benefiting  the  Property,  is subject to  temporary  requisition  of use by any
governmental authority or has been condemned, or taken in any proceeding similar
to a  condemnation  proceeding,  nor is  there  now  pending  any  condemnation,
expropriation,  requisition  or similar  proceeding  against the Property or any
portion  thereof.  Seller  has  received  no  written  notice nor has any actual
knowledge that any such proceeding is contemplated.

               (m) Governmental Matters.  Seller has received no written notices
from any such governmental  authorities or agencies of uncured violations at the
Property of building,  fire, air pollution or zoning codes, rules, ordinances or
regulations,  environmental  and  hazardous  substances  laws,  or other  rules,
ordinances or regulations relating to the Property.  Seller shall be responsible
for  the  remittance  of all  sales  tax  for  periods  occurring  prior  to the
Allocation Date directly to the appropriate state department of revenue.

               (n)  Repairs.  Seller  has  received  no  written  notice  of any
requirements  of any  lender,  insurance  companies,  or  governmental  body  or
agencies requiring any repairs or work to be done on the Property which have not
already been completed.

               (o) Consents and Approvals; No Violation. To the best of Seller's
knowledge, (1) neither the execution,  delivery or performance of this Agreement
nor  compliance  herewith (A) conflicts or will conflict with or results or will
result in a breach of or constitutes or will  constitute a default under (i) the
partnership  documents of Seller, (ii) any law or any order, writ, injunction or
decree  of any  court or  governmental  authority,  or (iii)  any  agreement  or
instrument  to which Seller is a party or by which it is bound or (B) results in
the creation or imposition of any lien,  charge or encumbrance upon its property
pursuant to any such agreement or instrument; and (2) no authorization, consent,
or approval of any governmental authority (including courts) is required for the
execution  and delivery by Seller of this  Agreement or the  performance  of its
obligations hereunder.

               (p) Environmental  Matters.  Except as set forth in the Materials
and any  environmental  reports  delivered to Buyer, (I) Seller has not released
any  Hazardous  Materials  onto or from the Property in violation of  applicable
Environmental Laws and (2) to the best of Seller's knowledge, there has not been
any Release of  Hazardous  Materials  onto or from the  Property in violation of
applicable Environmental Laws.


               (q) SELLER'S  KNOWLEDGE AND  EXPERIENCE.  SELLER  REPRESENTS  AND
WARRANTS TO BUYER THAT SELLER HAS  KNOWLEDGE  AND  EXPERIENCE  IN FINANCIAL  AND
BUSINESS  MATTERS THAT ENABLE  SELLER TO FULLY  EVALUATE THE MERITS AND RISKS OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT. FURTHER SELLER ACKNOWLEDGES THAT
IT IS NOT IN A DISPARATE  BARGAINING  POSITION RELATIVE TO BUYER WITH RESPECT TO
THIS AGREEMENT.

        4.2 Limitations.  Notwithstanding  anything to the contrary herein:  (a)
whenever a representation or warranty  contained in this Agreement or any of the
Transaction  Documents  is  qualified  by the  phrase  "to the best of  Seller's
knowledge," or by words of similar import,  the accuracy of such  representation
shall be based  solely on the actual (as  opposed to  constructive  or  imputed)
knowledge of the general partners of Seller without independent investigation or
inquiry and any liability resulting hereunder based upon such representations or
warranties shall be solely that of Seller and not, in any event, of such general
partners of Seller  personally  and (b) if, prior to the Closing,  Buyer obtains
actual knowledge that any representation or warranty of Seller is inaccurate and
Buyer nonetheless proceeds with the Closing,  Seller shall have no liability for
any such matter  regarding  which Buyer had actual  knowledge  prior to Closing.
Except as set forth in the next sentence,  the representations and warranties of
Seller set forth in this Agreement shall survive the Closing for a period of six
(6) months,  and no action or proceeding  thereon shall be valid or enforceable,
at law or in equity,  if a legal proceeding with respect to a particular  breach
is not commenced within that time. The representations, warranties and covenants
set forth in the first two  sentences  of Section  4.1(g)  shall not survive the
Closing.

        4.3 "AS IS" SALE.  EXCEPT FOR THOSE  REPRESENTATIONS  AND  WARRANTIES OF
SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT,  SELLER IS NOT MAKING, AND HAS NOT
AT ANY TIME MADE,  DIRECTLY OR INDIRECTLY,  ANY WARRANTIES OR REPRESENTATIONS OF
ANY KIND OR  CHARACTER,  EXPRESS  OR  IMPLIED,  WITH  RESPECT  TO THE  PROPERTY,
INCLUDING,  BUT  NOT  LIMITED  TO,  ANY  WARRANTIES  OR  REPRESENTATIONS  AS  TO
HABITABILITY,  MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE,  TITLE (OTHER
THAN SELLER'S  LIMITED  WARRANTY OF TITLE TO BE SET FORTH IN THE DEED),  ZONING,
TAX  CONSEQUENCES,  PHYSICAL OR ENVIRONMENTAL  CONDITION,  OPERATING  HISTORY OR
PROJECTIONS,  VALUATION,  GOVERNMENTAL APPROVALS,  GOVERNMENTAL REGULATIONS, THE
ACCURACY OR  COMPLETENESS OF THE MATERIALS,  DOCUMENTS OR ANY OTHER  INFORMATION
PROVIDED  BY OR ON  BEHALF  OF  SELLER  TO BUYER OR ANY  OTHER  MATTER  OR THING
REGARDING THE PROPERTY,  EXCEPT AS OTHERWISE  EXPRESSLY  PROVIDED  HEREIN.  UPON
CLOSING  SELLER  SHALL  SELL AND  CONVEY  TO BUYER AND BUYER  SHALL  ACCEPT  THE
PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS."  BUYER HAS NOT RELIED UPON AND WILL
NOT RELY UPON,  EITHER DIRECTLY OR INDIRECTLY,  ANY  REPRESENTATION  OR WARRANTY
MADE BY OR ON BEHALF OF  SELLER,  BROKER OR ANY  REPRESENTATIVE  OF SELLER  WITH
RESPECT TO THE PROPERTY, SAVE AND EXCEPT THOSE REPRESENTATIONS AND WARRANTIES OF
SELLER  EXPRESSLY  SET  FORTH  IN  THIS  AGREEMENT.   BUYER  WILL  CONDUCT  SUCH
INVESTIGATIONS  OF THE PROPERTY,  INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND
ENVIRONMENTAL  CONDITIONS THEREOF, AS BUYER DEEMS NECESSARY TO SATISFY ITSELF AS
TO THE  CONDITION OF THE PROPERTY AND WILL RELY SOLELY UPON SAME AND,  EXCEPT TO
THE EXTENT  EXPRESSLY SET FORTH IN THIS AGREEMENT,  BUYER WILL NOT RELY UPON ANY
INFORMATION PROVIDED BY OR ON BEHALF OF SELLER,  BROKER OR ANY REPRESENTATIVE OF
SELLER.  UPON  CLOSING,  BUYER  SHALL  ASSUME  THE RISK  THAT  ADVERSE  MATTERS,
INCLUDING  BUT NOT LIMITED TO,  CONSTRUCTION  DEFECTS AND ADVERSE  PHYSICAL  AND
ENVIRONMENTAL CONDITIONS,  MAY NOT HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS.
BUYER,  UPON CLOSING,  HEREBY  WAIVES,  RELINQUISHES  AND RELEASES  SELLER,  ITS
PARTNERS,  BROKER AND THEIR RESPECTIVE DIRECT AND INDIRECT OFFICERS,  DIRECTORS,
SHAREHOLDERS,  MEMBERS, EMPLOYEES, AGENTS, ATTORNEYS, ACCOUNTANTS,  CONSULTANTS,
REPRESENTATIVES AND AFFILIATES (COLLECTIVELY, "SELLER PARTIES") FROM AND AGAINST
ANY AND ALL CLAIMS,  DEMANDS,  CAUSES OF ACTION  (INCLUDING  CAUSES OF ACTION IN
TORT), LOSSES,  DAMAGES,  LIABILITIES,  COSTS AND EXPENSES (INCLUDING ATTORNEYS'
FEES AND COURT  COSTS) OF ANY AND EVERY  KIND OR  CHARACTER,  KNOWN OR  UNKNOWN,
WHICH BUYER MIGHT HAVE  ASSERTED OR ALLEGED  AGAINST  SELLER  PARTIES (OR ANY OF
THEM) AT ANY TIME BY  REASON  OF OR  ARISING  OUT OF ANY  CONSTRUCTION  DEFECTS,
PHYSICAL OR ENVIRONMENTAL  CONDITIONS,  THE VIOLATION OF ANY APPLICABLE LAWS AND
ANY AND ALL OTHER MATTERS  REGARDING  THE  PROPERTY,  EXCEPT THOSE MATTERS AS TO
WHICH SELLER HAS MADE EXPRESS  REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT.
THE TERMS,  CONDITIONS  AND  OBLIGATIONS  OF THIS  SECTION  4.3 SHALL  EXPRESSLY
SURVIVE THE CLOSING AND NOT MERGE THEREIN.


                    5. WARRANTIES, REPRESENTATIONS AND COVENANTS OF BUYER

        Buyer hereby  warrants and  represents as of the date of this  Agreement
and as of the Closing and where indicated covenants and agrees as follows:

        5.1  Organization:  Authority.  Buyer is a corporation  duly  organized,
validly  existing and in good standing under laws of Florida and has full power,
authority  and  financial  ability to enter into and perform  this  Agreement in
accordance  with its terms,  and the persons  executing this Agreement and other
Transaction Documents on behalf of Buyer have been duly authorized to do so.

        5.2 Authorization;  Validity. The execution, delivery and performance of
this  Agreement and the other  Transaction  Documents have been duly and validly
authorized by the Board of Directors of Buyer.  This Agreement has been duly and
validly  executed and delivered by Buyer and  (assuming the valid  execution and
delivery of this  Agreement by Seller)  constitutes  a legal,  valid and binding
agreement of Buyer enforceable against it in accordance with its terms.

        5.3  Commissions.  Buyer  has  neither  dealt  with nor does it have any
knowledge  of any  broker or other  party who has or may have any claim  against
Buyer or Seller for a  brokerage  commission  or  finder's  fee or like  payment
arising out of or in  connection  with the  transaction  provided  herein except
Power  Realty  Advisors,  whose  commission  shall be paid by Seller;  and Buyer
agrees to  indemnify  Seller from any other such claim  arising  by,  through or
under Buyer.

        5.4 BUYER'S  KNOWLEDGE AND EXPERIENCE.  BUYER REPRESENTS AND WARRANTS TO
SELLER THAT BUYER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS
THAT  ENABLE  BUYER TO FULLY  EVALUATE  THE MERITS AND RISKS OF THE  TRANSACTION
CONTEMPLATED BY THIS AGREEMENT.  FURTHER, BUYER ACKNOWLEDGES THAT IT IS NOT IN A
DISPARATE BARGAINING POSITION RELATIVE TO SELLER WITH RESPECT TO THIS AGREEMENT.


                           6. POSSESSION; RISK OF LOSS

        6.1 Possession.  Possession of the Property will be transferred to Buyer
at the conclusion of the Closing subject to Permitted Exceptions.

        6.2 Risk of Loss. As used in this Section 6.2,  "Material  Damage" shall
mean damage which would require in excess of $100,000, as reasonably and in good
faith estimated by Seller,  to repair to  substantially  its condition as of the
date hereof;  and "Material Portion" shall mean a portion of the Property valued
in excess of $100,000,  as reasonably  estimated by Seller.  All risk of loss to
the Property shall remain upon Seller until the  conclusion of the Closing.  If,
before  the  possession  of the  Property  has been  transferred  to Buyer,  any
Material  Damage to the Property has occurred by fire or other casualty and will
not be restored by the Closing Date or if any  Material  Portion of the Property
is taken by eminent  domain or there is a material  obstruction of access to the
Improvements by virtue of a taking by eminent domain,  Seller shall,  within ten
(10) days of such damage or taking,  notify  Buyer  thereof and Buyer shall have
the option to:

               (a) terminate  this  Agreement upon notice to Seller given within
ten (10) days after such notice from Seller, in which case Buyer shall receive a
return of its  Earnest  Money  Deposit  (provided  that  Buyer is not in default
hereunder); or

               (b) proceed  with the  purchase of the  Property,  in which event
Seller  shall  assign to Buyer all  Seller's  right,  title and  interest in all
amounts  due  or  collected  by  Seller  under  the  insurance  policies  or  as
condemnation  awards (except for amounts which are (i)  reimbursements to Seller
for costs incurred by Seller to preserve, protect or repair the Property or (ii)
attributable to rent loss for any period prior to Closing).  In such event,  the
Purchase Price shall be reduced by the amount of any insurance deductible to the
extent it reduced the insurance proceeds payable.


                                7. TITLE MATTERS

        7.1 Title.

               (a) Title  Insurance  and  Survey.  Not later than three (3) days
after Buyer  receives an original of this Agreement  executed by Seller,  Seller
shall order the Title  Insurance  Commitment and Buyer's counsel shall order the
Survey.  In the event that the Title  Insurance  Commitment or Survey  discloses
and/or  reflects the existence of one or more matters  which,  in the reasonable
determination  of Purchaser,  has/have a material  adverse impact on the current
use and/or value of the Property (each, a "Title Objection"), then the Purchaser
may, by notice  received  by Seller  prior to the end of the  Inspection  Period
specifically  describing  each Title Objection (the "Title  Objection  Notice"),
notify Seller of such Title  Objection(s).  The Title Objection  Notice shall be
accompanied  by a copy of the  Title  Insurance  Commitment  or  Survey  clearly
depicting each Title  Objection.  Purchaser shall be deemed to have accepted all
matters shown on the Title Insurance Commitment and/or Survey except for matters
which are included in the Title Objections.  Seller shall have five (5) business
days following receipt of the Title Objection Notice to cure or agree in writing
to cure such Title Objections, but Seller shall have no obligation whatsoever to
cure  such  Title  Objections  or to incur  any cost or  expense  in  connection
therewith.  In the event that Seller  agrees in writing to cure any of the Title
Objections,  Seller shall cure such Title  Objections on or prior to the Closing
Date. In the event that Seller has not cured or agreed in writing to cure all of
the Title  Objections  within the five (5) business day period  specified above,
Purchaser shall either: (1) waive the uncured Title Objections by written notice
to Seller and Escrow Agent and accept the Property and title thereto  subject to
the uncured Title  Objections  without any adjustment of the Purchase  Price, or
(2) terminate this  Agreement.  If Purchaser's  waiver notice is not received by
Seller  within  ten (10)  business  days  after  Seller's  receipt  of the Title
Objection  Notice,  then it will conclusively be presumed that Purchaser elected
to terminate this Agreement.

               (b)  Miscellaneous  Title  Matters.  If a  search  of  the  title
discloses judgments,  bankruptcies or other returns against other persons having
names the same as or similar to that of Seller,  Seller shall on request deliver
to Buyer an affidavit stating, if true, that such judgments, bankruptcies or the
returns are not against Seller.  Seller further agrees to execute and deliver to
the title  insurance agent at Closing such  documentation,  if any, as the title
insurance  underwriter  shall reasonably  require to evidence that the execution
and  delivery  of  this  Agreement  and  the  consummation  of  the  transaction
contemplated  hereby have been duly  authorized and that there are no mechanics'
liens on the Seller's  interest in the Property  (excluding liens arising due to
the acts of Buyer or any person or entity  claiming by or through  Buyer) or, to
the best of Seller's knowledge, parties in possession of the Property other than
tenants under Leases, subtenants and others claiming by or through tenants under
Leases and Seller.

                             8. CONDITIONS PRECEDENT

        8.1  Conditions  Precedent to Buyer's  Obligations.  The  obligations of
Buyer under this  Agreement  are subject to  satisfaction  or waiver by Buyer of
each of the following conditions or requirements on or before the Closing Date:

               (a) Seller's warranties and representations  under this Agreement
shall be true and correct as of the Closing Date in all material  respects,  and
Seller shall not be in material default hereunder.

               (b) All obligations of Seller contained in this Agreement,  shall
have been fully  performed in all  material  respects and Seller shall not be in
material  default  under any  covenant,  restriction,  right-of-way  or easement
affecting the Property.

               (c) There  shall  have  been no  material  adverse  change in the
financial condition of The Kroger Co.


               (d) A  Title  Insurance  Commitment  in the  full  amount  of the
Purchase Price shall have been issued and "marked down" through Closing, subject
only to Permitted Exceptions.

               (e) The  physical  and  environmental  condition  of the Property
shall be unchanged from the date of this  Agreement,  ordinary wear and tear and
loss due to casualty or eminent domain excepted.

               (f) Buyer's  receipt of Tenant  Estoppel  Letters from The Kroger
Co., Blockbuster, Paul Harris, Radio Shack and eighty percent (80%) of the other
tenants  who have  existing  leases  for any  portion of the  Property,  without
material  exceptions or changes to the forms approved by Buyer, the substance of
which Tenant Estoppel Certificates must be reasonably acceptable to Buyer in all
respects (Buyer  acknowledges  that Seller is not obligated to obtain the Tenant
Estoppel  Certificates  and shall have no liability or  obligations in the event
that this condition (f) is not satisfied).

               (g) Buyer's receipt of estoppel  certificates with respect to the
Railroad Lease, and the Master Lease,  substantially in the form attached hereto
as Exhibit E without material exceptions or changes, the substance of which must
be  reasonably  acceptable  to Buyer in all respects  (Buyer  acknowledges  that
Seller is not  obligated to obtain such estoppel  certificate  and shall have no
liability or obligation in the event that this condition (g) is not satisfied).

               (h) Seller shall have  delivered  to Buyer the  following in form
reasonably satisfactory to Buyer:

        (1)    A  limited  warranty  deed in  proper  form for  recording,  duly
executed and acknowledged by Seller in the form attached hereto as Exhibit F;

                      (2) Originals, if available, or if not, true copies of the
Leases
and of the contracts,  agreements,  permits and licenses,  and such Materials as
may be in the possession or control of Seller,  including without limitation all
tenant files and correspondence related to existing tenants;

                      (3) An  Assignment of Leases and Tenancies and in the form
attached
hereto as Exhibit G duly executed by Seller;

                      (4) An  Assignment  and  Assumption  of  Lease in the form
attached
hereto as Exhibit H duly executed by Seller;

                      (5) A bill of sale with respect to the  Personal  Property
and
Materials in the form attached hereto as Exhibit I duly executed by Seller;

                      (6)    A current rent roll;

                      (7) An owner's affidavit, non-foreign affidavits, non-tax
withholding  certificates  and  such  other  documents  in  form  and  substance
satisfactory  to Seller and the title  insurance  company,  as may reasonably be
required by Buyer or its counsel in order to effectuate  the  provisions of this
Agreement and the transaction  contemplated herein,  provided that such delivery
shall impose no additional cost or liability on Seller;

                      (8)  Resolutions of Seller  authorizing  the  transactions
described
herein;

                      (9) All keys and other means of access to the Improvements
in the
possession of Seller or its agents;


                      (10)   Materials; and

                      (11)  Such   other   documents   in  form  and   substance
satisfactory to
Seller as Buyer may reasonably request to effect the transaction contemplated by
this  Agreement,  provided that such delivery shall impose no additional cost or
liability on Seller.

        In the event that all of the  foregoing  provisions  of this Section 8.1
are not satisfied and Buyer elects in writing to terminate this Agreement, then,
provided Buyer is not in default under this Agreement, the Earnest Money Deposit
shall be promptly  delivered  to Buyer by Escrow  Agent and,  upon the making of
such  delivery,  neither party shall have any further claim against the other by
reasons of this Agreement, except as provided in Article 3.

        8.2 Conditions  Precedent to Seller's  Obligations.  The  obligations of
Seller under this Agreement are subject to  satisfaction  or waiver by Seller of
each of the following conditions or requirements on or before the Closing date:

               (a) Buyer's warranties and  representations  under this Agreement
shall be true and  correct as of the  Closing  Date,  and Buyer  shall not be in
default hereunder.

               (b) All of the  obligations of Buyer  contained in this Agreement
shall have been fully  performed by or on the date of Closing in compliance with
the terms and provisions of this Agreement.

               (c)  Buyer  shall  have  delivered  to  Seller at or prior to the
Closing the following, which shall be reasonably satisfactory to Seller:

       (1)    Delivery  and/or  payment of the balance of the Purchase Price in
accordance with Section 2.1 at Closing;

                      (2) An  Assignment  of Leases  and  Tenancies  in the form
attached
hereto as Exhibit G duly executed by Buyer;

                      (3) An  Assignment  and  Assumption  of  Lease in the form
attached
hereto as Exhibit H duly executed by Buyer; and

                      (4) Such other documents as Seller may reasonably  request
to effect
the transaction contemplated by this Agreement.

        In the event that all  conditions  precedent  to Buyer's  obligation  to
purchase shall have been satisfied but the foregoing  provisions of this Section
8.2 have not, and Seller elects in writing to terminate  this  Agreement,  then,
provided Buyer is not in default under this Agreement, the Earnest Money Deposit
shall be promptly  delivered to Seller by Escrow  Agent and,  upon the making of
such  delivery,  neither party shall have any further claim against the other by
reasons of this Agreement, except as provided in Article 3.

        8.3 Best Efforts.  Each of the parties  hereto agrees to use  reasonable
best  efforts  to take or cause to be taken  all  actions  necessary,  proper or
advisable to consummate the transaction contemplated by this Agreement.

                         9. PRE-CLOSING BREACH: REMEDIES

        9.1 Breach by Seller. In the event of a breach of Seller's  covenants or
warranties  herein  and  failure by Seller to cure such  breach  within the time
provided  for  Closing,  Buyer  may,  at Buyer's  election  (i)  terminate  this
Agreement  and receive a return of the Earnest  Money  Deposit,  and the parties
shall have no further  rights or  obligations  under this  Agreement  (except as
survive  termination);   (ii)  enforce  this  Agreement  by  suit  for  specific
performance;  or (iii)  waive such  breach and close the  purchase  contemplated
hereby,  notwithstanding  such  breach,  without any  reduction  in the Purchase
Price.


        9.2 Breach by Buyer.  In the event of a breach of Buyer's  covenants  or
warranties  herein  and  failure  of Buyer to cure such  breach  within the time
provided for Closing,  Seller's sole remedy for such breach (except as otherwise
provided in this  Agreement)  shall be to terminate  this  Agreement  and retain
Buyer's  Earnest  Money  Deposit and all interest  thereon as agreed  liquidated
damages for such breach,  and upon payment in full to Seller of such amounts for
such breach (except as otherwise provided in this Agreement),  the parties shall
have no further rights, claims,  liabilities or obligations under this Agreement
(except as survive  termination).  Seller and Buyer agree that Seller's  damages
resulting form Buyer's default are difficult if not impossible, to determine and
the Earnest  Money is a fair  estimate of those damages which has been agreed to
in an effort to cause the amount of said  damages to be certain.  In addition to
retaining the Earnest Money  Deposit,  Seller may recover from Buyer all amounts
due from Buyer pursuant to Sections 3.1 and 10.7 hereof.

        9.3. Additional Remedies Available to Seller.  Notwithstanding  anything
in this  Agreement  to the  contrary,  in the  event  of  Buyer's  default  or a
termination  of this Agreement and in the event Buyer or any party related to or
affiliated  with Buyer is  asserting  any claims or right to the  Property  that
would  otherwise  delay or prevent  Seller from having clear,  indefeasible  and
marketable  title to the Property,  Seller shall have all remedies  available at
law or in equity.

                                10. MISCELLANEOUS

        10.1  Disclosure.  Prior to Closing,  neither  party shall  disclose the
transaction  contemplated  by this  Agreement  without the prior approval of the
other, except to its attorneys, accountants and other consultants, their lenders
and prospective lenders, or where disclosure is required by law.

        10.2 Radon Gas. Radon is a naturally  occurring  radioactive  gas which,
when it has  accumulated  in a building in  sufficient  quantities,  may present
health  risks to persons who are exposed to it over time.  Levels of radon which
exceed federal and state guidelines have been found in buildings in the state in
which the Property is located.  Additional information regarding radon and radon
testing may be obtained from the county public health unit.

        10.3  Entire  Agreement.  This  Agreement,  together  with the  exhibits
attached  hereto,  and the  confidentiality  agreement  executed  by the parties
hereto,  dated as of  ______________,  1998,  constitute  the  entire  agreement
between the parties hereto with respect to the subject matter hereof and may not
be  modified,  amended or  otherwise  changed in any manner  except by a writing
executed by Buyer and Seller.

        10.4  Notices.  Any  notice,  communication,  request,  reply or  advice
(collectively  "Notice")  provided for or permitted by this Agreement to be made
or accepted by either  party must be in writing.  Notice may,  unless  otherwise
provided  herein,  be given or served (i) by  depositing  the same in the United
States mail, postage paid, certified, and addressed to the party to be notified,
with return receipt requested,  (ii) by delivering the same to such party, or an
agent of such party,  in person or by  commercial  courier,  (iii) by  facsimile
provided  that a hard copy is delivered  for receipt on the  following  business
day, or (iv) by  depositing  the same into  custody of a  nationally  recognized
overnight delivery service such as Federal Express, Airborne Express, UPS, Emery
or Purolator.  Notice deposited in the mail in the manner described in (i) above
shall be  effective  on the  third  business  day  after  such  deposit.  Notice
delivered  in the manner  described  in (ii) above is  effective  upon  receipt;
Notice  delivered in the manner  described in (iii) above is effective when sent
via facsimile,  provided that a hard coy thereof is delivered for receipt on the
next following  business day. Notice  delivered in the manner  described in (iv)
above is effective the day of expected delivery.  All Notices shall be served at
the addresses set forth below:

                        As to Seller:       Silverlake Development Co., Ltd.
                                            Attention: William S. Ackerman
                                            2690 Madison Road
                                            Cincinnati, Ohio 45208
                                            Facsimile:  (513) 631-8498

                        With copy to        Vorys, Sater, Seymour and Pease LLP
                                            Suite 2100, Atrium Two
                                            221 E. Fourth Street
                                   PO Box 0236
                           Cincinnati, Ohio 45201-0236
                        Attn.: Charles C. Bissinger, Jr.
                            Facsimile: (513) 723-4046

                        As to Buyer:RRC Acquisitions Two, Inc.
                                            Attention:  Robert L. Miller
                                            Suite 200,121 W. Forsyth St.
                                            Jacksonville, Florida 32202
                                            Facsimile:  (904) 354-1832

                        With a copy to:     Rogers, Towers, Bailey, Jones & Gay
                                            Attention:  William E. Scheu, Esq.
                                            1301 Riverplace Blvd., Suite 1500
                                            Jacksonville, Florida 32207
                                            Facsimile:  (904) 396-0663


Any notice or demand so served shall constitute proper notice hereunder. A party
may change its notice address by notice given in the aforesaid manner.

        10.5 Headings.  The titles and headings of the various  sections  hereof
are intended  solely for means of reference and are not intended for any purpose
whatsoever to modify, explain or place any construction on any of the provisions
of this Agreement.

        10.6  Validity.  If any of  the  provisions  of  this  Agreement  or the
application  thereof to any persons or  circumstances  shall, to any extent,  be
invalid or unenforceable,  the remainder of this Agreement by the application of
such provision or provisions to persons or circumstances  other than those as to
whom or which it is held invalid or unenforceable shall not be affected thereby,
and every  provision of this  Agreement  shall be valid and  enforceable  to the
fullest extent permitted by law.

        10.7 Attorneys' Fees. In the event of any litigation between the parties
hereto to enforce any of the provisions of this Agreement or any right of either
party hereto,  the  unsuccessful  party to such litigation  agrees to pay to the
successful party all costs and expenses,  including reasonable  attorneys' fees,
whether  or  not  incurred  in  trial  or on  appeal,  incurred  therein  by the
successful  party, all of which may be included in and as a part of the judgment
rendered in such  litigation.  Any  indemnity  provisions  herein shall  include
indemnification for reasonable attorneys' fees and costs, whether or not suit be
brought and including fees and costs on appeal.

        10.8 Time of Essence. Time is of the essence of this Agreement.

        10.9 Governing Law. This Agreement  shall be governed by the laws of the
state in which the  Property is located,  and the parties  hereto agree that any
litigation  between the parties  hereto  relating to this  Agreement  shall take
place  (unless  otherwise  required by law) in a court  located in the county in
which the Property is located.  Each party waives its right to  jurisdiction  or
venue in any other location.

        10.10 Successors and Assigns. The terms and provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors and permitted  assigns.  No third parties,  including any
brokers or creditors,  shall be beneficiaries hereof. Neither party shall assign
this  Agreement  without the prior  written  consent of the other party  hereto;
provided, however, that Buyer may assign this Agreement to Regency Centers, L.P.
provided that: (a) Seller is notified of such  assignment not less than ten (10)
days prior to Closing,  (b) such assignment  shall not release RRC  Acquisitions
Two, Inc. from any of its  obligations or  liabilities  under this Agreement and
(c)  Regency  Centers,  L.P.  assumes  in  writing  all of the  obligations  and
liabilities of Buyer under this Agreement in a written instrument  acceptable to
Seller.

        10.11 Exhibits.  All exhibits attached hereto are incorporated herein by
reference to the same extent as though such  exhibits  were included in the body
of this Agreement verbatim.

        10.12 Gender: Plural; Singular:  Terms. A reference in this Agreement to
any gender,  masculine,  feminine or neuter,  shall be deemed a reference to the
other,  and the  singular  shall be deemed to include the plural and vice versa,
unless  the  context   otherwise   requires.   The  terms  "herein,"   "hereof,"
"hereunder,"  and  other  words  of a  similar  nature  mean  and  refer to this
Agreement as a whole and not merely to the specified  section or clause in which
the respective word appears unless expressly so stated.




        10.13  Further  Instruments,  Etc.  This  Agreement  may be  executed in
counterparts  and when so executed  shall be deemed  executed as one  agreement.
Seller and Buyer  shall  execute any and all  documents  and perform any and all
acts reasonably necessary to fully implement this Agreement.

        10.14  Limitations on Liability.

               (a) In no event shall Seller,  its direct or indirect  general or
limited  partners,  owners or  affiliates,  any  officer,  director,  general or
limited  partner,  employee or agent of any of the foregoing,  or any affiliate,
controlling  person or owner thereof have any liability,  beyond its interest in
the Property,  for any claim,  cause of action or other liability arising out of
or relating to this Agreement or the Property, whether based on contract, common
law, statute, equity or otherwise.

               (b) Except as provided in Section 10.10  regarding  assignment of
this Agreement, in no event shall any officer, director, shareholder,  employee,
agent,  partner,  owner or affiliate of Seller or any controlling person thereof
have any liability, beyond its interest in the Property, for any claim, cause of
action or other  liability  arising out of or related to this  Agreement  or the
Property, whether based on contract, common law, statute, equity or otherwise.

        10.15 Like-Kind  Exchange.  Buyer  acknowledges  that Seller may, at its
option,  seek to structure  the sale of the Property as a like-kind  exchange of
property within the meaning of Section 1031 of the Internal Revenue Code of 1986
(a "Like-Kind  Exchange").  Buyer agrees to cooperate with Seller in effecting a
qualifying  Like-Kind  Exchange  through a trust or other means as determined by
Seller,  including the means set forth in this Section;  and Buyer  consents and
agrees to the  following  if  requested  by Seller and  provided  the same is in
furtherance  of a  Like-Kind  Exchange:  (i)  Seller has the right to assign its
rights under this Agreement to a qualified intermediary without Buyer's consent,
and in such event, such qualified  intermediary  shall have the right to execute
and deliver the Closing  Statement  (which shall also be consented to by Seller)
and receive the Purchase Price from Buyer;  (ii) any  transactional  matters and
accommodations in connection with a Like-Kind Exchange which are, in the opinion
of Seller's counsel, necessary and/or desirable to qualify the sale and purchase
transaction  contemplated by this Agreement as a Like-Kind  Exchange,  provided,
however,  that  Buyer  shall in no event be  required  to take title to any real
property  (other than the  Property)  and Buyer and Buyer's  counsel  shall have
determined  that such  transactional  matters  and  accommodations  are  without
material expense or obligation to Buyer and do not increase Buyer's  liabilities
under this Agreement;  and (iii) Seller shall still convey the Property to Buyer
(or a permitted assignee).

        10.16 Survival.  Except only those  obligations  which expressly survive
Closing,  the rights and duties of the  parties  under this  Agreement  shall be
merged into the deed and shall not survive Closing.

        10.17 No Recording. Neither this Agreement nor any notice, memorandum or
other notice or document relating hereto shall be recorded.






        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

                                            RRC ACQUISITIONS TWO, INC.,
                                            a Florida corporation


                                       By:
                                      Name:
                                     Title:

                                            Date:                       , 1998

                                            Tax Identification No: 59-3478325

                                                   "BUYER"

                                            SILVERLAKE DEVELOPMENT CO., LTD.,
                                            a Kentucky limited partnership

                                       By:
                                            Name:  William S. Ackerman
                                            Title:  general partner

                                            Date:                       , 1998

                                            Tax Identification No:

                                                   "SELLER"
04/16/98 - 0197196.01









                             JOINDER OF ESCROW AGENT


       1.  Duties.  Escrow  Agent  joins  herein for the  purpose of agreeing to
comply with the terms hereof insofar as they apply to Escrow Agent. Escrow Agent
shall receive and hold the Earnest Money Deposit in trust,  to be disposed of in
accordance with the provisions of this joinder and the foregoing Agreement.  The
Earnest Money  Deposit shall be invested by Escrow Agent in an interest  bearing
account at First Union National Bank.

       2. Indemnity. Escrow Agent shall not be liable to either party except for
claims  resulting from the  negligence or willful  misconduct of Escrow Agent or
the failure of Escrow Agent to comply with applicable terms of the Agreement and
this joinder. If the escrow is involved in any controversy or litigation,  Buyer
shall indemnify and hold Escrow Agent free and harmless from and against any and
all loss,  cost,  damage,  liability or expense,  including  costs of reasonable
attorneys' fees to which Escrow Agent may be put or which may incur by reason of
or in connection with such controversy or litigation, except to the extent it is
finally  determined  that such  controversy  or litigation  resulted from Escrow
Agent's gross negligence or willful misconduct or the failure of Escrow Agent to
comply with applicable terms of the Agreement and this joinder.

       3. Conflicting Demands. If conflicting demands are made upon Escrow Agent
or Escrow Agent is  uncertain  with  respect to the escrow,  the parties  hereto
expressly  agree that Escrow Agent shall have the absolute right to do either or
both of the following:  (i) withhold and stop all  proceedings in performance of
this escrow and await settlement of the controversy by mutual agreement  between
Buyer and Seller or by final  appropriate  legal  proceedings or otherwise as it
may require;  or (ii) file suit for  declaratory  relief and/or  interpleader in
Kenton County, Kentucky and obtain an order from the court requiring the parties
to interplead and litigate in such court their several claims and rights between
themselves.  Upon the filing of any such declaratory relief or interpleader suit
in Kenton County, Kentucky and tender of the Earnest Money Deposit to the court,
Escrow Agent shall  thereupon be fully released and discharged  from any and all
obligations to further perform the duties or obligations  imposed upon it. Buyer
and Seller  agree to respond  promptly in writing to any request by Escrow Agent
for clarification,  consent or instructions.  Any action proposed to be taken by
Escrow  Agent for which  approval of Buyer and/or  Seller is requested  shall be
considered  approved  if  Escrow  Agent  does  not  receive  written  notice  of
disapproval  within five (5) business days after a written  request for approval
is received by the party whose  approval  is being  requested  and its  counsel.
Escrow  Agent  shall not be  required  to take any action for which  approval of
Buyer and/or Seller has been sought unless such approval has been  received.  No
disbursements  shall be made,  other than as provided in Sections  ___ and __ of
the foregoing Agreement,  or to a court in an interpleader action, unless Escrow
Agent shall have given written notice of the proposed  disbursement to Buyer and
Seller and neither Buyer nor Seller shall have  delivered any written  objection
to the  disbursement  within  five (5)  business  days  after  receipt of Escrow
Agent's  notice by such party and its  counsel.  No notice by Buyer or Seller to
Escrow  Agent of  disapproval  of a proposed  action  shall  affect the right of
Escrow Agent to take any action as to which such approval is not required.

       4. Continuing  Counsel.  Seller acknowledges that Escrow Agent is counsel
to Buyer  herein and Seller  agrees that in the event of a dispute  hereunder or
otherwise between Seller and Buyer, Escrow Agent may continue to represent Buyer
notwithstanding  that it is acting  and will  continue  to act as  Escrow  Agent
hereunder,  it being  acknowledged  by all parties  that Escrow  Agent's  duties
hereunder are ministerial in nature.

       5.      Tax   Identification.   Seller  and  Buyer  shall   provide  to 
Escrow   Agent appropriate Federal tax identification numbers.

                                            ROGERS, TOWERS BAILEY, JONES & GAY


                                       By:
                                            Its Authorized Agent

                                            Date:                       , 1998

                                                   "ESCROW AGENT"





                                LIST OF EXHIBITS

Exhibit A             Legal Description
Exhibit B             List of Materials
Exhibit C             Rent Roll
Exhibit D             Form of Tenant Estoppel Letter
Exhibit E             Form of Ground Lessor's Estoppel Letter
Exhibit F             Form of Limited Warranty Deed
Exhibit G             Form of Assignment of Leases and Tenancies
Exhibit H             Form of Assignment and Assumption of Lease
Exhibit I             Form of Bill of Sale
Exbibit J             Audit Representation Letter





                                    EXHIBIT A

                       Legal Description of Real Property





                                    EXHIBIT B

                                List of Materials

Items Required from the Seller:
        1)     As Built Plans & Specs (arch. and engineering)
        2)     Site Plan (including suite numbers)
        3)     Legal Description
        4)     Copy of All Leases (and amendments)
        5)     Certificates of Occupancy - All current tenants
        6)     Schedule of Security Deposits
        7)     Most recent Rent Roll
        8)     Sales Reports (most recent 3 Years) for tenants reporting
        9)     Current Rent Billings (by category, base, CAM, etc.)
        10) Current  Delinquency Report (with explanations for balances > 1,000)
        11)  Tenant  Activity  Register  for all  Current  Tenants  (billings  &
        payments)  12) Tenant  Estoppels 13) Property  Operating  Results - Most
        recent 2 Years 14) Property  Capital  Expenditures - Most recent 2 Years
        15)  Real  Estate  and  other  tax  bills  - 2  Years  16)  Year to Date
        Financials  17) Existing  Service  Agreements  and  Warranties 18) Three
        years  loss  history -  reported  claims 19) Most  Recent  Year  Expense
        Recovery  Reconciliation  20) Breakdown of CAM Pools 21) Seller's Budget
        for up-coming/current year 22) Utility Bills for last 12 months/deposits
        23) Personal Property  Inventory 24) Existing Title Insurance Policy 25)
        Summary of Tenant Contacts (with address and telephone numbers)
               With local (incl store#) & national addresses
        26)    Survey






                                    EXHIBIT C

                                    Rent Roll








                                             - 2 -

                                    EXHIBIT D

                         Form of Tenant Estoppel Letter

                                     _____________, 1998

RRC Acquisitions Two, Inc.
Regency Centers, L.P.
121 W. Forsyth St., Suite 200
Jacksonville, Florida 32202

Silverlake Development Co., Ltd.
2690 Madison Road
Cincinnati, OH  45208

        Re:    Silverlake Shopping Center, Erlanger Kentucky

Ladies and Gentlemen:

     The undersigned ("Tenant") has been advised that RRC Acquisitions Two, Inc.
("RRC") or Regency  Centers,  L.P.  ("Regency")  may purchase the above Shopping
Center, and we hereby confirm to you that:

     1. The  undersigned  is the  Tenant of  Silverlake  Development  Co.,  Ltd.
("Landlord")  in the above Shopping  Center,  and is currently in possession and
paying  rent on  premises  known  as Store  No.  ________________  [or  Address:
_______________________________________________],  and containing  approximately
______________   square   feet,   under   the   terms   of   the   lease   dated
_________________________,  which has (not)  been  amended  by  amendment  dated
__________________________  (the  "Lease").  There are no other  written or oral
agreements  between  Tenant and Landlord.  Tenant  neither  expects nor has been
promised any  inducement,  concession  or  consideration  for entering  into the
Lease,  except  as  stated  therein,   and  there  are  no  side  agreements  or
understandings between Landlord and Tenant.

        2.     The  term  of  the  Lease  commenced  on  ______________________,
               expiring  on  ____________________,  with  options  to  extend of
               _________________ (___) years each.

        3.     As of __________, monthly minimum rental is $_________ per month.

        4.     Tenant  is  required  to pay its pro rata  share of  Common  Area
               Expenses  and its pro rata share of the  Center's  real  property
               taxes and insurance cost. Current additional monthly payments for
               expense  reimbursement total  $_____________ per month for common
               area maintenance, property insurance and real estate taxes.

        5.     Tenant   has   given   [no   security   deposit]   [a   security
               deposit   of  $---------------].

        6.     No  payments  by Tenant  under the Lease  have been made for more
               than one (1)  month in  advance,  and  minimum  rents  and  other
               charges under the Lease are current.

        7.     All matters of an inducement  nature and all  obligations  of the
               Landlord  under  the Lease  concerning  the  construction  of the
               Tenant's   premises  and  development  of  the  Shopping  Center,
               including without  limitation,  parking  requirements,  have been
               performed by Landlord.

     8. The Lease contains no first right of refusal,  option to expand,  option
to terminate,  or exclusive  business rights,  except as follows:  _____________
- -----------------------------------------------------------.

        9.     Tenant knows of no default by either Landlord or Tenant under the
               Lease,  and  knows of no  situations  which,  with  notice or the
               passage of time, or both, would constitute a default. To the best
               of Tenant's knowledge, Tenant has no rights to off-set or defense
               against Landlord as of the date hereof.

        10.    The undersigned has not entered into any sublease,  assignment or
               any other agreement transferring any of its interest in the Lease
               or       the       Premises        except       as       follows:
               ____________________________________.

     11.  Tenant has not  generated,  used,  stored,  spilled,  disposed  of, or
released  any  Hazardous  Substances  at,  on or  in  the  Premises.  "Hazardous
Substances" means any flammable,  explosive, toxic, carcinogenic,  mutagenic, or
corrosive  substance  or  waste,   including  volatile  petroleum  products  and
derivatives  and drycleaning  solvents.  To the best of Tenant's  knowledge,  no
asbestos  or  polychlorinated  biphenyl  ("PCB")  is  located  at,  on or in the
Premises. The term "Hazardous Substances" does not include those materials which
are technically within the definition set forth above but which are contained in
pre-packaged  office supplies,  cleaning materials or personal grooming items or
other items which are sold for consumer or commercial  use and typically used in
other similar buildings or space.

        The  undersigned  makes this  statement for your benefit and  protection
with the understanding that you intend to rely upon this statement in connection
with your  intended  purchase  and sale of the  above  described  Premises.  The
undersigned  agrees that it will,  upon receipt of written notice from Landlord,
commence  to pay all rents to RRC or to  Regency  or to any agent  acting on its
behalf.

Very truly yours,

(Tenant)





                                    EXHIBIT E

                     Form of Ground Lessor's Estoppel Letter

                                        _________, 1998



Regency Centers, L.P., and
Regency Realty Corporation, and
RRC Acquisitions Two, Inc.
Suite 200, 121 W. Forsyth St.
Jacksonville, Florida  32202

        RE:    Silverlake Shopping Center

Ladies and Gentlemen:

        The  undersigned  is the Lessor under a Lease  executed by and among the
Cincinnati,  New Orleans and Texas Pacific Railway Company, and Ohio corporation
("Lessor"), and Silverlake Development Co. Ltd., a Kentucky limited partnership,
("Lessee"),  dated as of May 20, 1988,  and recorded at Lease Book 17, Page 412,
of the Kenton County Clerk's records at Covington,  Kentucky, as supplemented by
that certain agreement dated May 20, 1988 (the "Three Party Agreement"), between
Lessor,  Lessee,  and the  Trustees  for the  Cincinnati  Southern  Railway (the
"Lease"). Lessor has been advised that in connection with the acquisition by RRC
Acquisitions Two, Inc., a Florida corporation,  and/or Regency Centers,  L.P., a
Delaware limited  partnership  ("Transferee") of Silverlake  Shopping Center, of
which  the  leased  premises  is  a  part,  that  Transferee   requests  certain
certifications  from Lessor concerning  various matters under the Lease.  Lessor
has been further advised that Regency Realty Corporation,  a Florida corporation
("Regency"), is the sole general partner of Regency Centers, L.P.

        The undersigned hereby certifies to Transferee and Regency as follows:

     1. The Lease has not been  supplemented  or amended.  According to Lessor's
records, the current lessee under the Lease is Silverlake Development Co. Ltd.

        2. The Lease is in good standing and in full force and effect.  There is
no default existing thereunder to the knowledge of Lessor.

        3. All rents and other sums  payable  under the Lease to Lessor  through
the date hereof have been paid.  The current  annual  rental  under the Lease is
$__________, and such rate continues through _______________.

        4. There exists no offset,  counterclaim  or defense  under the Lease in
favor of Lessor.

        5. To the  knowledge  of Lessor,  no default  exists  under the  "Master
Lease"  identified in the third recital  paragraph of the Three Party Agreement,
and the Master Lease is in good standing and in full force and effect.

        6. Lessor hereby  consents to the  assignment of the Lease to Transferee
or to any affiliate of Transferee.  Upon notification from Lessee and Transferee
of the closing of Transferee's  acquisition of the Shopping Center,  Lessor will
recognize  Transferee  as the lessee under the Lease,  and  Transferee  shall be
entitled to all rights and privileges as lessee thereunder.

        7. In the  event  that  Lessor  assigns  the  Lease to  Transferee,  and
Transferee  accepts all rights and  liabilities  under the Lease,  Lessor hereby
releases  Silverlake  Development Co. Ltd. from all further  liability under the
Lease as of the effective date of such assignment.

                                           Very truly yours,

                            The  Cincinnati,  New  Orleans  and  Texas  Pacific
                                        Railway Company, an Ohio corporation


                                       By:
                                      Its:





                                    EXHIBIT F

                              Limited Warranty Deed


               Silverlake  Development Co., Ltd., a Kentucky limited partnership
("Grantor),  for Nine  Million  Two  Hundred  Thirty-Eight  Thousand  and No/100
Dollars  ($9,238,000.00) and other good and valuable consideration paid, receipt
of which is  hereby  acknowledged,  grants,  with  limited  warranty  covenants,
Regency Centers, L.P., a Delaware limited partnership ("Grantee"), the following
real property:

        Situated in the City of Erlanger,  Kenton  County,  Kentucky,  and being
        more  particularly  described in Exhibit A which is attached  hereto and
        incorporated herein by reference (the "Property").

        Subject to those matters set forth in Exhibit B which is attached hereto
        and incorporated herein by reference.

     Prior  Instrument  Reference:  Book 948, Page 266, Kenton County,  Kentucky
Records.

     IN WITNESS WHEREOF,  Silverlake  Development Co., Ltd. has caused this deed
to be executed as of the ___ day of _________________, 1998.

Signed and acknowledged                        SILVERLAKE DEVELOPMENT CO., LTD.,
in the presence of:                            a Kentucky limited partnership


_______________________________          By:___________________________________
Print Name:______________________        _____________________, General Partner


- -------------------------------
Print Name:______________________


STATE OF OHIO
COUNTY OF HAMILTON, SS:

               The foregoing  instrument was acknowledged  before me this ______
day of  _________________,  1998, by  ____________________,  authorized  general
partner  as his free  act and  deed  and the  free  act and  deed of  Silverlake
Development Co., Ltd., a Kentucky limited partnership.


                                             -----------------------------------
                                                   Notary Public

                            CONSIDERATION CERTIFICATE

               Being  first  duly  sworn,   the   undersigned   state  that  the
consideration  set forth in the  foregoing  Deed is true and  correct and is the
full consideration paid for the above described property.

STATE OF OHIO
COUNTY OF HAMILTON, SS:

               The foregoing  instrument was acknowledged  before me this ______
day of  _________________,  1998, by  ____________________,  authorized  general
partner  as his free  act and  deed  and the  free  act and  deed of  Silverlake
Development Co., Ltd., a Kentucky limited partnership.


                                             -----------------------------------
                                                   Notary Public

STATE OF ________________
COUNTY OF ______________, SS:

               The foregoing  instrument was acknowledged  before me this ______
day of  _________________,  1998, by  ____________________,  authorized  general
partner as his free act and deed and the free act and deed of  Regency  Centers,
L.P., a Delaware limited partnership.


                                             -----------------------------------
                                                   Notary Public

This instrument prepared by:

- --------------------------
Charles C. Bissinger, Jr., Esq.
Vorys, Sater, Seymour and Pease LLP
Suite 2100
221 East Fourth Street
Box 0236
Cincinnati, Ohio 45201-0236





                                    EXHIBIT B

     (i) Liens for taxes and  assessments,  if any, not payable on or before the
date hereof;

(ii) Rights of tenants  under  existing  leases and other  occupancy  agreements
permitting  persons  to lease or occupy all or a portion  of the  Property,  but
excluding  any  subleases  or  occupancy  agreements  to which  Grantor is not a
party.;

(iii) Easements,  agreements,  covenants,  conditions,  restrictions,  and legal
highways of record.

(iv)    Matters which would be disclosed by an accurate survey of the Property;

(v)     Zoning,  building  code,  subdivision  and  other  governmental  rules,
   regulations, requirements and laws; and

(vi) Liens,  encumbrances and other interests created by, suffered by or arising
out of the acts of,  Grantee  or any  person or entity  claiming  by or  through
Grantee.





                                    EXHIBIT G

                       ASSIGNMENT OF LEASES AND TENANCIES

        THIS  ASSIGNMENT is made this _______ day of  ___________,  1998, by and
between  SILVERLAKE  DEVELOPMENT CO., LTD. a Kentucky limited  partnership whose
address is 2690 Madison Road, Cincinnati,  Ohio 45208 ("Assignor"),  and REGENCY
CENTERS,  L.P., a Delaware limited partnership,  whose address is Suite 200, 121
W. Forsyth Street, Jacksonville, Florida 32202 ("Assignee").

        In  consideration  of Ten dollars  ($10.00)  and other good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Assignor  hereby  transfers and assigns to Assignee all of the Assignor's  right
title and  interest in and to the leases and  tenancies  set forth in Schedule 1
attached  hereto  (the  "Leases"),  including  without  limitation  the right to
receive rentals accruing  thereunder after  ____________,  1998 (the "Allocation
Date"),  together  with all  security  deposits,  advance  rentals and all other
deposits, and any interest, if any, which has accrued thereon for the benefit of
any  tenant  thereof  (collectively  "Deposits"),   relating  to  the  following
described  land,  lying  and  being in the  County of  Kenton,  Commonwealth  of
Kentucky, to wit:

                       See Exhibit "A" attached hereto (the "Property")

        Except  as  expressly  set  forth  herein  or in the  Purchase  and Sale
Agreement with respect to the Property between  Assignor and Assignee,  dated as
of  __________,  1998 (the  "Purchase  Agreement"),  this  Assignment is made by
Assignor without any representations or warranties of any kind. Without limiting
the generality of the immediately  preceding sentence,  this Assignment shall be
subject to the  provisions  of Section 4.3 and 10.14 of the Purchase  Agreement,
which are incorporated herein by reference.

        Assignee  agrees to indemnify and hold Assignor  harmless from any claim
or demand first  arising under the Leases (or any of them),  and accruing  after
the Allocation  Date.  Assignor  agrees to indemnify and hold Assignee  harmless
from any claim or demand made against the  Landlord  under the Leases (or any of
them) first arising and accruing on or prior to the Allocation Date.

        This  Assignment  shall be binding  upon and inure to the benefit of the
parties hereto, their heirs, executors, administrators, successors and assigns.

        IN WITNESS WHEREOF,  the parties have executed this Assignment as of the
date set out above.

Witnesses:                                     SILVERLAKE DEVELOPMENT CO., LTD.,
                                               a Kentucky limited partnership


                                       By:
As to Assignor                                 Name:
                                                              general partner

                                                              "ASSIGNOR"
As to Assignor

                                               REGENCY CENTERS, L.P.,
                                               a Delaware limited partnership

                                               By:  REGENCY CENTERS, INC., a
                                              Florida corporation, its General
Partner


                                       By:
As to Assignee                                 Name:
                                      Its:

                                               Date:                    , 1998
As to Assignee
                                               Tax Identification No.

                                                              "ASSIGNEE"

STATE OF OHIO
COUNTY OF HAMILTON

      The foregoing  instrument was  acknowledged  before me this _______ day of
_______________, 1998, by _____________________________,  the general partner of
SILVERLAKE  DEVELOPMENT  CO.,  LTD.,  a  Kentucky  limited  partnership,  who is
personally  known  to me  or  who  has  produced  __________________________  as
identification.



                                      Name:
                                            Notary Public, State of
                                            My Commission Expires:
                                            My Commission Number is:






STATE OF FLORIDA
COUNTY OF DUVAL

      The foregoing  instrument was  acknowledged  before me this _______ day of
________________, 1998, by ____________________________,  as ________________ of
REGENCY  REALTY  CORPORATION,  a Florida  corporation,  the  general  partner of
REGENCY CENTERS, L.P., a Delaware limited partnership, on behalf of said limited
partnership,   who   is   personally   known   to  me  or   who   has   produced
______________________ as identification.



                                      Name:
                                            Notary Public, State of
                                            My Commission Expires:
                                            My Commission Number is:











                                   SCHEDULE 1

                                    Rent Roll










                                             - 2 -

                                   EXHIBIT "A"

                                Legal Description





                                    EXHIBIT H

                       ASSIGNMENT AND ASSUMPTION OF LEASE

        THIS  AGREEMENT is made this _______ day of  ___________,  1998,  by and
between SILVERLAKE DEVELOPMENT CO., LTD., a Kentucky limited partnership,  whose
address is 2690 Madison Road, Cincinnati,  Ohio 45208 ("Assignor"),  and REGENCY
CENTERS,  L.P., a Delaware limited partnership,  whose address is Suite 200, 121
W. Forsyth Street, Jacksonville, Florida 32202 ("Assignee").

        In  consideration  of Ten dollars  ($10.00)  and other good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Assignor  hereby  transfers and assigns to Assignee all of the Assignor's  right
title and interest in and to a Lease executed by and among the  Cincinnati,  New
Orleans and Texas Pacific Railway Company, an Ohio corporation  ("Lessor"),  and
Silverlake  Development Co., Ltd., a Kentucky limited  partnership,  ("Lessee"),
dated as of May 20, 1988, and recorded at Lease Book 17, Page 412, of the Kenton
County Clerk's records at Covington,  Kentucky,  as supplemented by that certain
agreement  dated May 20, 1988 (the "Three  Party  Agreement"),  between  Lessor,
Lessee,  and the Trustees for the  Cincinnati  Southern  Railway (the  "Lease"),
TOGETHER  WITH the  estates  and  interests  created  by the Lease in and to the
following described lands, lying and being in the County of Kenton, Commonwealth
of Kentucky, to wit:

                        (See Exhibit "A" attached hereto)

        Assignee  hereby  assumes the  obligations of the lessee under the Lease
from and after _____________,  1998 (the "Allocation Date"), and Assignee agrees
to indemnify and hold  Assignor  harmless from any claim or demand first arising
under the Lease and  accruing  after the  Allocation  Date.  Assignor  agrees to
indemnify and hold  Assignee  harmless from any claim or demand made against the
Landlord  under  the  Lease  first  arising  and  accruing  on or  prior  to the
Allocation Date.

        This  Assignment  shall be binding  upon and inure to the benefit of the
parties hereto, their heirs, executors, administrators, successors and assigns.

        IN WITNESS WHEREOF,  the parties have executed this Assignment as of the
date set out above.

Witnesses:                                     SILVERLAKE DEVELOPMENT CO., LTD.,
                                               a Kentucky limited partnership


                                       By:
As to Assignor                                 Name:
                                                                general partner

                                                              "ASSIGNOR"
As to Assignor

                                               REGENCY CENTERS, L.P.,
                                               a Delaware limited partnership

                                               By:  REGENCY CENTERS, INC., a
                                               Florida corporation, its General
Partner


                                       By:
As to Assignee                                 Name:
                                      Its:

                                               Date:                    , 1998
As to Assignee
                                               Tax Identification No.

                                                              "ASSIGNEE"




STATE OF OHIO
COUNTY OF HAMILTON

      The  foregoing  instrument  was  acknowledged  before me this _____ day of
___________,   1998,  by  _________________________,   the  general  partner  of
SILVERLAKE  DEVELOPMENT  CO.,  LTD.,  a  Kentucky  limited  partnership,  who is
personally  known  to me  or  who  has  produced  __________________________  as
identification.



                                      Name:
                                            Notary Public, State of
                                            My Commission Expires:



STATE OF FLORIDA
COUNTY OF DUVAL

      The  foregoing  instrument  was  acknowledged  before  me this  ___ day of
_______, 1998, by  _____________________________,  as _______________________ of
REGENCY  REALTY  CORPORATION,  a Florida  corporation,  the  general  partner of
REGENCY CENTERS, L.P., a Delaware limited partnership, on behalf of said limited
partnership,   who   is   personally   known   to  me  or   who   has   produced
______________________ as identification.



                                      Name:
                                            Notary Public, State of
                                            My Commission Expires:
                                            My Commission Number is:

This instrument prepared by:

- -----------------------
Charles C. Bissinger, Jr.
Vorys, Sater, Seymour & Pease LLP
Atrium Two, Suite 2100
221 East Fourth Street
Cincinnati, Ohio  45202









                                             - 2 -

                                   EXHIBIT "A"

                                Legal Description





                                    EXHIBIT I

                                  BILL OF SALE


        FOR  VALUE  RECEIVED,   this  ______  day  of  ___________,   1998,  the
undersigned,  SILVERLAKE  DEVELOPMENT CO., LTD., a Kentucky limited partnership,
whose address is 2690 Madison Road,  Cincinnati,  Ohio 45208  ("Grantor"),  does
hereby sell, transfer, and assign unto REGENCY CENTERS, L.P., a Delaware limited
partnership,  whose  address is Suite 200, 121 W. Forsyth  Street,  Jacksonville
Florida, 32202 ("Grantee"),  all "Personal Property" and "Materials" (as defined
in the Purchase and Sale Agreement  dated April ___,  1998, as amended,  between
Grantor and  Grantee,  (the  "Purchase  Agreement")),  as  amended,  of Grantor,
located on the lands described in Exhibit "A" attached hereto.

        Except as expressly set forth herein or in the Purchase Agreement,  this
Assignment is made by Grantor without any  representations  or warranties of any
kind.  Without  limiting the generality of the immediately  preceding  sentence,
this Assignment  shall be subject to the provisions of Sections 4.3 and 10.14 of
the Purchase Agreement, which are incorporated herein by reference.

        Grantor  warrants  that the Personal  Property and Materials are free of
all  encumbrances  created by it and that  Grantor will defend the title to such
Personal  Property and Materials  against the claims of all persons claiming by,
through or under Grantor, but not otherwise.

        IN WITNESS  WHEREOF,  Grantor has executed  these presents as of the day
and year first above written.

Witnesses:                                     SILVERLAKE DEVELOPMENT CO., LTD.,
                                               a Kentucky limited partnership


                                       By:
                                      Name:
                                                                 general partner



Name:











                                             - 3 -

                                   EXHIBIT "A"

Lands Upon Which Personal Property or Materials, if Any, Are Located



                                    EXHIBIT J

                           Audit Representation Letter


                                  -------------------------
                          (Acquisition Completion Date)



KPMG Peat Marwick LLP
Suite 2700
One Independent Drive
Jacksonville, Florida 32202

Dear Sirs:

       We are  providing  this  letter  in  connection  with  your  audit of the
Statement  of  Revenues  and  Certain  Expenses  for  the  twelve  months  ended
_________________,  for the purpose of  expressing  an opinion as to whether the
financial  statement presents fairly, in all material  respects,  the results of
its operations of  _____________________  in conformity with generally  accepted
accounting principles.

       Certain  representations in this letter are described as being limited to
matters that are material. Items are considered material, regardless of size, if
they involve an omission or misstatement of accounting  information that, in the
light of  surrounding  circumstances,  makes it probable  that the judgment of a
reasonable  person relying on the information  would be changed or influenced by
the omission or misstatement.

       We  confirm,  to the best of our  knowledge  and  belief,  the  following
representations made to you during your audit:

       1.      We have made available to you:

               a. All financial records and related data relating to the subject
twelve months, which you have requested.

               b. All agreements or amendments to agreements  which would have a
material impact on the Statement of Revenues and Certain Expenses.

       2.      There have been no:

               a. Known instances of fraud involving management or employees who
have significant roles in internal control.

               b. Known  instances of fraud  involving  others that could have a
material effect on the Statement of Revenue and Certain Expenses.

               c.  Known   violations   or  possible   violations   of  laws  or
regulations,  the effects of which should be  considered  for  disclosure in the
Statement  of Revenue  and Certain  Expenses or as a basis for  recording a loss
contingency.

       3.      There are no:

               a. Unasserted claims or assessments that our lawyers have advised
us are probable of assertion and would be required to be disclosed in accordance
with  Statement  of  Financial   Accounting   Standards  No.  5  Accounting  for
Contingencies (SFAS No. 5).

               b.  Material  gain  or loss  contingencies  (including  oral  and
written  guarantees)  that would be required to be accrued or  disclosed by SFAS
No. 5.

               c. Material  transactions that have not been properly recorded in
the  accounting  records  underlying  the  Statement  of  Revenues  and  Certain
Expenses.

               d. Events that have occurred  subsequent to  _______________  and
through the date of this letter that would  require  adjustment to or disclosure
in the Statement of Revenues and Certain  Expenses,  except the proposed sale of
the subject property.

       4. The Company has complied  with all aspects of  contractual  agreements
that would have a material  effect on the  Statement  of  Revenues  and  Certain
Expenses in the event of noncompliance.

       5.  All  related  party  transactions  have  been  properly  recorded  or
disclosed in the Statement of Revenues and Certain Expenses.

                                                   Very truly yours,

                                                   "Seller/Manager"


                                                   Name
                                                   Title
04/16/98 - 0197196.01