UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 
                   For the fiscal year ended December 31, 1998

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission File Number 1-12298

                           REGENCY REALTY CORPORATION
             (Exact name of registrant as specified in its charter)

          FLORIDA                                               59-3191743
 (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                           identification No.)

  121 West Forsyth Street, Suite 200                      (904) 356-7000
  Jacksonville, Florida    32202                    (Registrant's telephone No.)
  (Address of principal 
   executive offices)    (zip code)

                 Securities registered pursuant to Section 12(b)
                                  of the Act:

                          Common Stock, $.01 par value
                                (Title of Class)

                             New York Stock Exchange
                     (Name of exchange on which registered)

        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES (X) NO ( )

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein,  and will not be contained,  to the 
best of Registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.    (X)

The aggregate market value of the voting and non-voting common stock held by
non-affiliates of the Registrant was approximately $463,468,086 based on the
closing price on the New York Stock Exchange for such stock on March 10, 1999.
The approximate number of shares of Registrant's voting common stock outstanding
was 57,831,620 as of March 10, 1999.

                       Documents Incorporated by Reference

Portions of the Registrant's Proxy Statement in connection with its 1999 Annual
Meeting of Shareholders are incorporated by reference in Part III.



<PAGE>



                                TABLE OF CONTENTS


                                                                       Form 10-K
Item No.                                                             Report Page
- --------                                                             -----------


                                     PART I

1.  Business...................................................................1

2.  Properties.................................................................5

3.  Legal Proceedings.........................................................12

4.  Submission of Matters to a Vote of Security Holders.......................12

                                     PART II

5.  Market for the Registrant's Common Equity and Related Shareholder 
    Matters...................................................................12

6.  Selected Consolidated Financial Data......................................14

7.  Management's Discussion and Analysis of Financial Condition and 
    Results of Operations.....................................................15

7a. Quantitative and Qualitative Disclosures About Market Risk................22

8.  Consolidated Financial Statements and Supplementary Data..................22

9.  Changes in and Disagreements with Accountants on Accounting and 
    Financial Disclosure......................................................22

                                    PART III

10. Directors and Executive Officers of the Registrant........................23

11. Executive Compensation....................................................23

12. Security Ownership of Certain Beneficial Owners and Management............24

13. Certain Relationships and Related Transactions............................24

                                     PART IV

14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K.........24




<PAGE>



                                     PART I

Item 1.  Business

Regency Realty Corporation ("Regency" or "Company") acquires, owns, develops and
manages neighborhood shopping centers in targeted infill markets. As of December
31, 1998, Regency owned, directly or indirectly, 129 properties in the eastern
half of the United States, containing approximately 14.7 million square feet of
gross leasable area ("GLA").

As of December 31, 1998, Regency had an investment in real estate of
approximately $1.3 billion and approximately 58% of Regency's GLA was located in
Georgia and Florida. Regency's shopping centers (excluding centers under
development) were approximately 93% leased as of December 31, 1998.

On February 26, 1999, Regency's shareholders approved the merger of Pacific
Retail Trust ("Pacific") into the Company in a stock for stock transaction (0.48
Regency share for 1 Pacific share). At December 31, 1998, Pacific owned 71
retail shopping centers that are operating or under construction containing 8.4
million SF of GLA. The total cost to acquire Pacific is expected to be $1.157
billion based on the value of Regency shares issued, the assumption of $379
million of outstanding debt and other liabilities, and estimated transaction
costs. Pacific's shopping centers are located primarily in California and Texas.

The Company, a Florida corporation organized in 1993, commenced operations as a
real estate investment trust (REIT) in 1993 with the completion of its initial
public offering, and was the successor to the real estate business of The
Regency Group, Inc. which had operated since 1963.

Regency formed Regency Centers, L.P. (RCLP), a limited partnership and a public
registrant, in 1996, and consolidated substantially all of its retail shopping
centers into RCLP during 1998. RCLP is now the primary entity through which
Regency owns its properties and through which Regency intends to expand its
ownership and operation of retail shopping centers. At December 31, 1998,
Regency owned approximately 96% of the outstanding operating partnership units
of RCLP. Regency, the general partner of RCLP, fully controls the operating and
investing decisions and activities of RCLP, and accordingly, the following
discussion of Regency's business also includes the business of RCLP.

Operating and Investment Philosophy

Regency's key operating and investment objective is to create long-term
shareholder value by:

     o     growing its high quality real estate portfolio of grocery-anchored
           neighborhood shopping centers in attractive infill markets,

     o     maximizing the value of the portfolio through its "Retail
           Operating System," developed in conjunction with Security Capital
           Holdings, S.A. ("SC-USREALTY"), which incorporates research based
           investment strategies, value-added leasing and management systems,
           and customer-driven development programs, and

     o     using conservative financial management and Regency's substantial
           capital base to access the most cost effective capital to fund
           Regency's growth.

Management believes that the key to achieving its objective is its single focus
on, and growing critical mass of, quality grocery-anchored neighborhood shopping
centers. In the opinion of management, Regency's premier platform of shopping
centers in targeted markets, its proprietary research capabilities, its value
enhancing Retail Operating System, its cohesive and experienced management team
and its access to competitively priced capital enable it to maintain a
competitive advantage over other operators.

Regency believes that ownership of the approximately 30,000 shopping centers
throughout the United States is highly fragmented, with less than 10% owned by
REITs, and that many centers are held by unsophisticated and undercapitalized
owners. Regency has identified approximately 1,000 centers in its target markets
as potential acquisition opportunities, of which less than 10% are owned by
REITs. As a result, Regency believes that an opportunity exists for it to be a
consolidating force in the industry. In addition, Regency believes that through
proprietary demographic research and targeting, its portfolio and tenant mix can
be customized for and marketed to national and regional retailers, thereby
producing greater sales and a value-added shopping environment for both retailer
and shopper.

Regency's shopping center properties feature some of the most attractive
characteristics in the industry:

     o        an average age of 8 years,

     o        an average remaining grocery-anchor lease term of 14 years, and

     o        an average  grocery-anchor  size of 49,000 square feet (43% of the
            square footage of the  grocery-anchored centers on average).

Grocery-Anchored Infill Strategy

Regency focuses its investment strategy on grocery-anchored infill shopping
centers. Infill locations are situated in densely populated residential
communities where there are significant barriers to entry, such as zoning
restrictions, growth management laws or limited availability of sites for
development or expansions. Regency is focused on building a platform of
grocery-anchored neighborhood shopping centers because grocery stores provide
convenience shopping for daily necessities, generate foot traffic for adjacent
"side shop" tenants and should be better able to withstand adverse economic
conditions. By developing close relationships with the leading supermarket
chains, Regency believes it can attract the best "side shop" merchants and
enhance revenue potential.

Research Driven Market Selection

Regency has identified 21 markets in the eastern half of the United States as
target markets. These markets were selected because, in general, they offer
greater growth in population, household income and employment than the national
averages. In addition, Regency believes that it can achieve "critical mass" in
these markets (defined as owning or managing 4 to 5 shopping centers) and that
it can generate sustainable competitive advantages, through long-term leases to
the predominant grocery-anchor and other barriers to entry from competition.
Within these markets, Regency's research staff further defines and selects
submarkets and trade areas based on additional analysis of the above data.
Regency then identifies target properties and their owners (including
development opportunities) within these submarkets and trade areas based on
3-mile radius demographic data and ranks potential properties for purchase. The
properties currently owned by Regency are in submarkets with an average 3-mile
population of 69,000, average household income of $62,000 and projected 5-year
population growth of 12%.

Retail Operating System

Regency's  Retail  Operating  System drives its value-added  operating strategy.
Its Retail  Operating  System is characterized by:

     o        proactive leasing and management;

     o        value enhancing remerchandising initiatives;

     o        Regency's "preferred customer initiative"; and

     o        a customer-driven development and redevelopment program.

a)       Proactive leasing and management

Regency's integrated approach to property management strengthens its leasing and
management efforts. Property managers are an integral component of the
acquisition and integration teams. Thorough, candid tenant interviews by
property managers during acquisition due diligence allow Regency to quickly
assess both problem areas as well as opportunities for revenue enhancement prior
to closing. Property managers are responsible not only for the general
operations of their centers, but also for coordinating leasing efforts, thereby
aligning their interests with Regency's. In addition, Regency's information
systems allow managers to spot future lease expirations and to proactively
market and remerchandise spaces several years in advance of such expirations.

b)       Value enhancing remerchandising initiatives

Regency believes that certain shopping centers under serve their customers,
reducing foot traffic and negatively affecting the tenants located in the
shopping center. In response, Regency is initiating a remerchandising program
directed at obtaining the optimum mix of tenants offering goods, personal
services and entertainment and dining options in each of its shopping centers.
By re-tenanting shopping centers with tenants that more effectively service the
community, Regency expects to increase sales, and therefore the value of its
shopping centers.

c)       Preferred customer initiative

Regency has established a preferred customer initiative with dedicated personnel
whose goal is to establish new or strengthen existing strategic relationships
with successful retailers at the national, regional and local levels. Regency
achieves this goal by establishing corporate relationships, negotiating standard
lease forms and working with the preferred customers to match expansion plans
with future availability in Regency's shopping centers. Regency monitors retail
trends and the operating performance of these preferred customers. Management
expects the benefits of the preferred customer initiative to improve the
merchandising and performance of the shopping centers, establish brand
recognition among leading operators, reduce turnover of tenants and reduce
vacancies. Regency currently has identified and is developing relationships with
45 preferred customers, including Radio Shack, GNC, Hallmark Cards, Mailboxes,
Etc. and Starbucks Coffee, and continues to target additional tenants with which
to establish preferred customer relationships.

d)       Customer-driven development and redevelopment program

Regency conducts its development and redevelopment program in close cooperation
with its major customers, including Kroger, Publix and Eckerd. Regency uses its
development capabilities to service its customer's growth needs by building or
re-developing modern properties with state of the art supermarket formats that
generate higher returns for Regency under new long-term leases. In 1998, Regency
began development on 21 retail projects, including new developments,
redevelopments and build-to-suits and upon completion, Regency will have
invested $152 million in these projects. During 1997, Regency began development
on 16 retail projects, including new developments, redevelopments and
build-to-suits and upon completion, Regency will have invested $87 million in
these projects. Regency manages its development risk by obtaining signed anchor
leases prior to beginning construction.

Acquisition Track Record

Regency has grown its asset base significantly through acquisitions over the
last several years, acquiring properties totaling $384.3 million in 1998, $395.7
million in 1997 and $107.1 million in 1996. Through these acquisitions, Regency
has diversified geographically from its predominantly Florida-based portfolio
and established a presence in many of its target markets. Upon identifying an
acquisition target, Regency utilizes expertise from all of its functional areas,
including acquisitions, due diligence and property management, to determine the
appropriate purchase price and to develop a business plan for the center and
design an integration plan for the management of the center. Regency believes
that its established acquisition and integration procedures produce higher
returns on its portfolio, reduce risk and position Regency to capitalize on
consolidation in the shopping center industry.

Capital Strategy

Regency intends to maintain a conservative capital structure designed to enhance
access to capital on favorable terms, to allow growth through development and
acquisition and to promote future earnings growth, however, neither Regency
Realty Corporation's nor Regency Centers, L.P.'s organizational documents limit
the amount of debt that may be incurred. Limitations have been established
within the covenants of certain loan agreements related to the Partnership's
line of credit and medium term notes.

As of December 31, 1998, Regency had secured and unsecured debt of $309.2
million and $238.9 million, respectively. Substantially all of Regency's debt is
cross-defaulted, but not cross-collateralized. Pursuant to Regency's $300
million unsecured line of credit (increased to $635 million with the merger of
Pacific Retail Trust), Regency is required to comply, and is complying with
certain financial and other covenants customary with this type of unsecured
financing. These financial covenants include (1) maintenance of minimum net
worth, (2) ratio of total liabilities to gross asset value, (3) ratio of secured
indebtedness to gross asset value, (4) ratio of EBITDA to interest expense, (5)
ratio of EBITDA to debt service and reserve for replacements, and (6) ratio of
unencumbered net operating income to interest expense on unsecured indebtedness.
In addition, Regency may not enter into a negative pledge agreement with another
lender and may not incur other floating rate debt in excess of 25% of gross
asset value without interest rate protection. The line is used primarily to
finance the acquisition and development of real estate, but is also available
for general working capital purposes.

Since Regency's initial public offering in 1993, Regency has financed its growth
in part through a series of public and private offerings of Regency equity and
RCLP units totaling, as of December 31, 1998, approximately $677 million,
including the utilization by RCLP of its units as consideration for
acquisitions. RCLP units (with the exception of Series A preferred units) issued
and owned by limited partners are convertible into Regency common stock on a one
for one basis, and receive quarterly distributions equal to the dividends paid
on each Regency common share.

Risk Factors Relating to Ownership of Regency Common Stock

The Company is subject to certain business risks arising in connection with
owning real estate which include, among others:

     o        the  bankruptcy or insolvency  of, or a downturn in the business 
              of, any of its major tenants could reduce cash flow,

     o        the possibility that such tenants will not renew their leases as
              they expire or renew at lower rental rates could reduce cash flow,

     o        vacated anchor space will affect the entire shopping center
              because of the loss of the departed anchor tenant's customer
             drawing power,

     o        poor market conditions could create an over supply of space or a
              reduction in demand for real estate in markets where the Company
              owns shopping centers,

     o        the Company's rapid growth could place strains on its resources,

     o        risks relating to leverage, including uncertainty that the Company
              will be able to refinance its indebtedness, and the risk of higher
              interest rates,

     o        unsuccessful development activities could reduce cash flow,

     o        the Company's inability to satisfy its cash requirements for
              operations and the possibility that the Company may be required to
              borrow funds to meet distribution requirements in order to
              maintain its qualification as a REIT,

     o        potential liability for unknown or future environmental matters
              and costs of compliance with the Americans with Disabilities Act,

     o        the risk of uninsured losses, and

     o        unfavorable economic conditions could also result in the inability
              of tenants in certain retail sectors to meet their lease
              obligations and otherwise could adversely affect the Company's
              ability to attract and retain desirable tenants.

Compliance with Governmental Regulations

Under various federal, state and local laws, ordinances and regulations, an
owner or manager of real estate may be liable for the costs of removal or
remediation of certain hazardous or toxic substances on such property. These
laws often impose liability without regard to whether the owner knew of, or was
responsible for, the presence of the hazardous or toxic substances. The cost of
required remediation and the owner's liability for remediation could exceed the
value of the property and/or the aggregate assets of the owner. The presence of
such substances, or the failure to properly remediate such substances, may
adversely affect the owner's ability to sell or rent the property or borrow
using the property as collateral. Regency has approximately 31 properties that
will require or are currently undergoing varying levels of environmental
remediation. These remediations are not expected to have a material financial
effect on the Company due to financial statement reserves and various
state-regulated programs that shift the responsibility and cost for remediation
to the state.

Competition

The Company believes the ownership of shopping centers is highly fragmented,
with less than 10% owned by REITs. Regency faces competition from other REITs in
the acquisition, ownership and leasing of shopping centers as well as from
numerous small owners. Regency competes for the development of shopping centers
with other REITs engaged in development activities as well as with local,
regional and national real estate developers. Regency develops properties by
applying its proprietary research methods to identify development and leasing
opportunities and by pre-leasing an average of 85% of a center before beginning
construction. Regency competes for the acquisition of properties through
proprietary research that identifies opportunities in markets with high barriers
to entry and higher-than-average population growth and household income. Regency
seeks to maximize rents per square foot by establishing relationships with
supermarket chains that are first or second in their markets and leasing
non-anchor space in multiple centers to national or regional tenants. There can
be no assurance, however, that other real estate owners or developers will not
utilize similar research methods and target the same markets and anchor tenants
that Regency targets or that such entities will successfully control these
markets and tenants to the exclusion of Regency.

Changes in Policies

The Company's Board of Directors determines policies with respect to certain
activities, including its debt capitalization, growth, distributions, REIT
status, and investment and operating strategies. The Board of Directors has no
present intention to amend or revise these policies. However, the Board of
Directors may do so at any time without a vote of the Company's stockholders.

Employees

The Company's headquarters are located in Jacksonville, Florida. The Company
presently maintains offices in which it conducts management and leasing
activities located in Florida, Georgia, North Carolina, Ohio, and Missouri. As
of December 31, 1998, the Company had approximately 240 employees and believes
that relations with its employees are good.


I
tem 2. Properties


<TABLE>
         The Company's properties summarized by state including their gross
leasable areas (GLA) follows:

<CAPTION>

     Location                          December 31, 1998                              December 31, 1997
     --------                          -----------------                              -----------------
                          # Properties         GLA        % Leased            # Properties        GLA         % Leased
                          ------------         ---        --------            ------------        ---         --------
     <S>                           <C>     <C>               <C>                        <C>   <C>                <C>  
     Florida                        46      5,728,347         91.4%                     45     5,267,894         91.5%
     Georgia                        27      2,737,590         93.1%                     25     2,539,507         92.4%
     Ohio                           13      1,786,521         93.4%                      2       629,920         89.1%
     North Carolina                 12      1,239,783         98.3%                      6       554,332         99.0%
     Alabama                         5        516,060         99.0%                      5       516,080         99.9%
     Texas                           5        479,900         84.7%                      -             -             -
     Colorado                        5        447,569         89.4%                      -             -             -
     Tennessee                       4        295,179         96.8%                      3       208,386         98.5%
     Virginia                        2        197,324         97.7%                      -             -             -
     Mississippi                     2        185,061         97.6%                      2       185,061         96.9%
     Michigan                        2        177,929         81.5%                      -             -             -
     South Carolina                  2        162,056        100.0%                      1        79,743         84.3%
     Delaware                        1        232,752         94.8%                      -             -             -
     Kentucky                        1        205,060         95.6%                      -             -             -
     Illinois                        1        178,600         86.9%                      -             -             -
     Missouri                        1         82,498         99.8%                      -             -             -
                         -------------     ----------       -------           ------------     ---------        ------
         Total                     129     14,652,229         92.9%                     89     9,980,923         92.8%
                         =============     ==========       =======           ============     =========        ======

</TABLE>



The following table summarizes the largest tenants occupying the Company's
shopping centers based upon a percentage of total annualized base rent exceeding
 .5% at December 31, 1998:


<TABLE>
                              Summary of Principal Tenants > .5% of Annualized Base Rent
                                       (including Properties Under Development)

<CAPTION>
                                               % to Company                     % of Annualized        # of
             Tenant                  SF          Owned GLA          Rent           Base Rent          Stores
             ------                  --        ------------         ----        ---------------       ------

          <S>                     <C>               <C>           <C>                 <C>               <C>
          Kroger                  2,180,363         14.9%         $18,496,049         13.8%             36
          Publix                  1,439,762          9.8%           9,254,154          6.9%             33
          Winn Dixie                748,329          5.1%           5,131,795          3.8%             16
          Blockbuster               214,818          1.5%           3,163,928          2.4%             35
          K-Mart                    507,645          3.5%           2,615,359          2.0%              6
          Harris Teeter             187,363          1.3%           2,261,650          1.7%              4
          Walgreens                 206,795          1.4%           2,070,754          1.5%             15
          Wal-Mart                  486,168          3.3%           1,993,728          1.5%              6
          Eckerd                    218,305          1.5%           1,670,155          1.2%             22
          A & P                     116,666          0.8%             866,593          0.6%              3
          CVS Drugs                 103,206          0.7%             818,721          0.6%             11
          Albertsons                 55,377          0.4%             630,772          0.5%              1
          Delchamps                  82,845          0.6%             613,122          0.5%              2

</TABLE>


The Company's leases have lease terms generally ranging from three to five years
for tenant space under 5,000 square feet. Leases greater than 10,000 square feet
generally have lease terms in excess of five years, mostly comprised of anchor
tenants. Many of the anchor leases contain provisions allowing the tenant the
option of extending the term of the lease at expiration. The Company's leases
provide for the monthly payment in advance of fixed minimum rentals, additional
rents calculated as a percentage of the tenant's sales, the tenant's pro rata
share of real estate taxes, insurance, and common area maintenance expenses, and
reimbursement for utility costs if not directly metered. The following table
sets forth a schedule of lease expirations for the next ten years, assuming that
no tenants exercise renewal options:

                                                        Future
                                       Percent of       Minimum       Percent of
           Lease                         Total           Rent           Total
         Expiration       Expiring      Company         Expiring        Minimum
           Year             GLA           GLA            Leases         Rent (2)
           ----             ---           ---            ------         --------

           (1)              88,448        0.7%           $941,247         0.8%
           1999             933,156       7.5%        $10,973,054         9.0%
           2000             892,964       7.2%        $10,484,173         8.6%
           2001           1,163,072       9.3%        $13,710,368        11.3%
           2002           1,212,519       9.7%        $13,155,318        10.8%
           2003             992,177       8.0%        $10,360,431         8.5%
           2004             492,469       4.0%         $4,018,968         3.3%
           2005             254,877       2.0%         $2,644,771         2.2%
           2006             598,066       4.8%         $4,993,560         4.1%
           2007             435,154       3.5%         $3,853,728         3.2%
           2008             759,825       5.9%         $5,311,987         4.3%
                        --------------------------------------------------------
       10 Yr Total        7,822,727      60.7%         80,447,605        65.5%
                        --------------------------------------------------------

   (1) leased currently under month to month rent or in process of renewal 
   (2) total minimum rent includes current minimum rent and future contractual 
       rent steps for all properties, but excludes additional rent such as 
       percentage rent, common area maintenance, real estate taxes and insurance
       reimbursements.

See the property table below and also see Item 7, Management's Discussion and
Analysis for further information about the Company's properties.




<PAGE>


<TABLE>
<CAPTION>
                                                               Gross
                                              Year            Leasable
                                 Year         Con-              Area          Percent            Grocery     
Property Name                  Acquired    structed (1)         (GLA)        Leased (2)          Anchor      
- -------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>             <C>             <C>          <C>               

FLORIDA

Jacksonville /
North Florida
Anastasia                        1993         1988            102,342          95.1%             Publix      
Bolton Plaza                     1994         1988            172,938         100.0%               --        
Carriage Gate                    1994         1978             76,833         100.0%               --        
Courtyard (3)                    1993         1987             67,794          45.8%          Albertsons(4)  
Ensley Square (5)                1997         1977             62,361         100.0%            Delchamps    
Fleming Island                   1998         1994             80,205          98.9%             Publix      
Highlands Square (6)             1998         1999            226,682          87.1%      Publix/Winn-Dixie  
Millhopper (3)                   1993         1974             84,064          97.0%             Publix      
Newberry Square                  1994         1986            180,524          98.0%             Publix      
Old St. Augustine Plaza          1996         1990            170,220          98.2%             Publix      
Palm Harbour                     1996         1991            171,891          94.6%             Publix      
Pine Tree Plaza (6)              1997         1999             60,752          94.1%             Publix      
Regency Court                    1997         1992            218,665          78.3%               --        
                                                                                                             
South Monroe                     1996         1998             80,187          97.0%           Winn-Dixie    
                                                                                                             
Tampa / Orlando                                                                                              
Beneva                           1998         1987            141,532          97.1%             Publix      
Bloomingdale Square              1998         1987            267,935          99.0%             Publix      
Mainstreet Square                1997         1988            107,159          90.5%           Winn-Dixie    
Mariner's Village                1997         1986            117,665          94.4%           Winn-Dixie    
Market Place - St. Petersburg    1995         1983             90,296         100.0%             Publix      
Peachland Promenade              1995         1991             82,082          96.5%             Publix      
Regency Square                   1993         1986            341,446          87.3%               --        
   at Brandon (3)                                                                                            
Seven Springs                    1994         1986            162,580          93.1%           Winn-Dixie    
Terrace Walk (3)                 1993         1990             50,926          40.4%               --        
Town Square                      1997         1986             42,969          40.2%               --        
University Collections           1996         1984            106,627          96.8%         Kash N Karry(4) 
Village Center-Tampa             1995         1993            181,110          95.5%             Publix      
                                                                                                             
West Palm Beach /                                                                                            
Treasure Coast                                                                                               
Boynton Lakes Plaza              1997         1993            130,724          91.0%           Winn-Dixie    
Chasewood Plaza (3)              1993         1986            141,034          87.5%             Publix      
Chasewood Storage (3)            1993         1986             42,810          99.9%               --        
East Port Plaza                  1997         1991            235,842          94.9%             Publix      
Martin Downs Village Center(3)   1993         1985            121,956          90.9%               --        
Martin Downs                     1993         1998             49,773          94.0%               --        
   Village Shop (3)(6)                                                                                       
Ocean Breeze (3)                 1993         1985            111,551          83.9%             Publix      
Ocean East (5)                   1996         1997            112,894          60.5%          Stuart Foods   
Tequesta Shoppes                 1996         1986            109,766          92.9%             Publix      
Town Center at Martin Downs      1996         1996             64,546          93.5%             Publix      
Wellington Market Place          1995         1990            178,155          94.1%           Winn-Dixie    
Wellington Town Square           1996         1982            105,150          98.2%             Publix      
                                                                                                             
Miami / Ft. Lauderdale                                                                                       
Aventura (3)                     1994         1974            102,876          96.4%             Publix      
Berkshire Commons                1994         1992            106,534          99.8%             Publix      
Garden Square                    1997         1991             90,258          97.1%             Publix      
North Miami (3)                  1993         1988             42,500         100.0%             Publix      
Palm Trails Plaza                1997         1998             76,067          95.9%           Winn-Dixie    
Shoppes @ 104                    1998         1990            108,189          95.4%           Winn Dixie    
Tamiami Trail                    1997         1987            110,867         100.0%             Publix      
University Market Place          1993         1990            129,121          73.3%          Albertsons(4)  
Welleby                          1996         1982            109,949          93.5%             Publix      
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Florida)                                            5,728,347          91.4%                         
                                                       ------------------------------                        
                                                                                                             
                                                                                                             

<PAGE>
                                                                                                             
                                                                                                           
GEORGIA                                                                                                      
                                                                                                             
Atlanta                                                                                                      
Ashford Place                    1997         1993             53,345         100.0%               --        
Braelin Village (5)              1997         1991            226,522          98.8%             Kroger      
                                                                                                             
Briarcliff LaVista               1997         1962             39,201         100.0%               --        
Briarcliff Village (6)           1997         1990            192,660          89.0%             Publix      
Buckhead Court                   1997         1984             55,227          93.9%               --        
                                                                                                             
Cambridge Square                 1996         1979             68,725          77.8%               --        
Cromwell Square                  1997         1990             81,826          81.7%               --        
                                                                                                             
Cumming 400                      1997         1994            126,899          94.8%             Publix      
Delk Spectrum (3)(5)             1998         1991            100,880         100.0%               A&P       
Dunwoody Hall                    1997         1986             82,525          97.6%               A&P       
Dunwoody Village (5)             1997         1975            114,657          94.1%             Ingles      
Loehmann's Plaza                 1997         1986            137,635          90.8%               --        
Lovejoy Station                  1997         1995             77,336          98.3%             Publix      
Memorial Bend                    1997         1995            182,778          93.9%             Publix      
Orchard Square                   1995         1987             85,940          94.6%               A&P       
Paces Ferry Plaza                1997         1987             61,693          91.4%               --        
                                                                                                             
Powers Ferry Square              1997         1987             97,809          96.1%             Harry's     
Powers Ferry Village             1997         1994             78,995         100.0%             Publix      
Rivermont Station                1997         1996             90,267         100.0%          Harris Teeter  
Roswell Village (6)              1997         1997            143,980          97.2%             Publix      
Russell Ridge                    1994         1995             98,556          96.6%             Kroger      
Sandy Plains Village             1996         1992            175,034          94.4%             Kroger      
Sandy Springs  Village           1997         1997             48,245          11.2%               --        
Trowbridge Crossing (5)          1997         1997             62,558          86.8%             Publix      
                                                                                                             
Other Markets                                                                                                
Evans Crossing                   1998         1993             83,680         100.0%             Kroger      
LaGrangeMarketplace(3)           1993         1989             76,327          95.5%           Winn-Dixie    
Parkway Station (5)              1996         1983             94,290          94.5%             Kroger      
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Georgia)                                            2,737,590          93.1%                         
                                                       ------------------------------                        
                                                                                                             
                                                                                                             
OHIO                                                                                                         
                                                                                                             
Cincinnati                                                                                                   
Beckett Commons                  1998         1995             80,434         100.0%             Kroger      
Cherry Grove                     1998         1997            186,040          93.5%             Kroger      
                                                                                                             
Hamilton Meadows                 1998         1989            126,251          97.8%            Kroger(4)    
Hyde Park Plaza (5)              1997         1995            374,743          97.4%        Kroger/Winn-Dixie
                                                                                                             
Shoppes at Mason                 1998         1997             80,880          95.1%             Kroger      
Silverlake                       1998         1988            100,245          91.0%             Kroger      
Westchester Plaza                1998         1988             88,181         100.0%             Kroger      
                                                                                                             
Columbus                                                                                                     
East Pointe                      1998         1993             86,520         100.0%             Kroger      
Kingsdale (3)(6)                 1997         1999            259,011          73.0%            Big Bear     
                                                                                                             
North Gate/(Maxtown)             1998         1996             85,100          95.9%             Kroger      
Park Place                       1998         1988            106,832          96.2%            Big Bear     
Windmiller Plaza                 1998         1997            119,192          97.1%             Kroger      
Worthington                      1998         1991             93,092         100.0%             Kroger      
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Ohio)                                               1,786,521          93.4%                         
                                                       ------------------------------                        
                                                                                                             

<PAGE>
                                                                                                             
                                                                                                             
NORTH CAROLINA                                                                                               
                                                                                                             
Asheville                                                                                                    
Oakley Plaza                     1997         1988            118,727          98.7%              Bi-Lo      
                                                                                                             
                                                                                                             
Charlotte                                                                                                    
Carmel Commons                   1997         1979            132,648          95.3%          Fresh Market   
City View                        1996         1993             77,550         100.0%           Winn-Dixie    
Union Square                     1996         1989             97,191         100.0%          Harris Teeter  
                                                                                                             
                                                                                                             
Raleigh / Durham                                                                                             
Bent Tree Plaza                  1998         1994             79,503         100.0%             Kroger      
Garner Town Square               1998         1998            221,450         100.0%             Kroger      
                                                                                                             
Glenwood Village                 1997         1983             42,864         100.0%          Harris Teeter  
Lake Pine Plaza                  1998         1997             87,690          97.6%             Kroger      
Maynard Crossing                 1998         1997            122,813         100.0%             Kroger      
Southpoint Crossing (7)          1998         1998            101,404          89.4%             Kroger      
Woodcroft                        1996         1984             85,353         100.0%            Food Lion    
                                                                                                             
Winston-Salem                                                                                                
Kernersville Marketplace         1998         1997             72,590         100.0%             Kroger      
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(North Carolina)                                     1,239,783          98.3%                         
- -------------------------------------------------------------------------------------------------------------
                                                                                                             
                                                                                                             
ALABAMA                                                                                                      
                                                                                                             
Birmingham                                                                                                   
Villages of Trussville (3)       1993         1987             69,280          97.7%             Bruno's     
West County Marketplace (3)      1993         1987            129,155         100.0%         Food World (4)  
                                                                                                             
Montgomery                                                                                                   
Country Club (3)                 1993         1991             67,622          96.3%           Winn-Dixie    
                                                                                                             
Other Markets                                                                                                
Bonner's Point (3)               1993         1985             87,280          98.6%           Winn-Dixie    
Marketplace -                    1993         1987            162,723         100.0%           Winn-Dixie    
   Alexander City (3)                                                                                        
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Alabama)                                              516,060          99.0%                         
                                                       ------------------------------                        
                                                                                                             
                                                                                                             
COLORADO                                                                                                     
                                                                                                             
Colorado Springs                                                                                             
Cheyenne Meadows (5)             1998         1998             89,085          97.6%          King Soopers   
Jackson Creek  (6)(7)            1998         1999             85,259          89.4%             Kroger      
Woodman Plaza (6)(7)             1998         1998            103,313          70.4%          King Soopers   
                                                                                                             
Denver                                                                                                       
Lloyd King Center (5)            1998         1998             83,286          98.4%          King Soopers   
Stroh Ranch (6)(7)               1998         1998             86,626          95.2%          King Soopers   
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Colorado)                                             447,569          89.4%                         
                                                       ------------------------------                        
                                                                                                             

<PAGE>
                                                                                                             
                                                                                                             
TEXAS                                                                                                        
                                                                                                             
Dallas                                                                                                       
Bethany Lake (5)(6)              1998         1998             91,674          68.3%             Kroger      
Creekside (5)                    1998         1998             96,816          94.2%             Kroger      
Preston Brook - Frisco (5)(6)    1998         1998             91,373          77.8%             Kroger      
Shiloh Springs (7)               1998         1998             81,865          94.0%             Kroger      
Village Center - Southlake (5)   1998         1998            118,172          88.6%             Kroger      
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Texas)                                                479,900          84.7%                         
                                                       ------------------------------                        
                                                                                                             
                                                                                                             
TENNESSEE                                                                                                    
                                                                                                             
Nashville                                                                                                    
Harpeth Village (5)              1997         1998             70,091         100.0%           Albertsons    
Marketplace -                    1997         1997             23,500         100.0%               --        
   Murphreesburo (5)                                                                                         
Nashboro Village (7)             1998         1998             86,793          89.1%             Kroger      
Peartree Village                 1997         1997            114,795         100.0%          Harris Teeter  
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Tennessee)                                            295,179          96.8%                         
                                                       ------------------------------                        
                                                                                                             
                                                                                                             
VIRGINIA                                                                                                     
Brookville Plaza                 1998         1991             63,664          97.6%             Kroger      
Statler Square                   1998         1996            133,660          97.7%             Kroger      
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Virginia)                                             197,324          97.7%                         
                                                       ------------------------------                        
                                                                                                             
                                                                                                             
MISSISSIPPI                                                                                                  
Columbia Marketplace(3)          1993         1988            136,002          98.7%           Winn-Dixie    
Lucedale Marketplace(3)          1993         1989             49,059          94.7%            Delchamps    
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Mississippi)                                          185,061          97.6%                         
                                                       ------------------------------                        
                                                                                                             
                                                                                                             
MICHIGAN                                                                                                     
Lakeshore                        1998         1996             85,478          99.0%             Kroger      
Waterford                        1998         1998             92,451          65.3%             Kroger      
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(Michigan)                                             177,929          81.5%                         
                                                       ------------------------------                        
                                                                                                             
                                                                                                             
SOUTH CAROLINA                                                                                               
Merchants Village                1997         1997             79,723         100.0%             Publix      
Queensborough (5)                1998         1993             82,333         100.0%             Publix      
                                                       ------------------------------                        
                                                                                                             
Subtotal/Weighted                                                                                            
Average(South Carolina)                                       162,056         100.0%                         
                                                       -----------------------------
                                                                                                             

<PAGE>
                                                                                                             
                                                                                                             
DELAWARE                                                                                                     
Pike Creek                       1998         1981            232,752          94.8%              Acme       
                                                                                                             
                                                                                                             
KENTUCKY                                                                                                     
Franklin Square                  1998         1988            205,060          95.6%             Kroger      
                                                                                                             
                                                                                                             
ILLINOIS                                                                                                     
Hinsdale Lake Commons            1998         1986            178,600          86.9%            Dominick's   
                                                                                                             
                                                                                                             
MISSOURI                                                                                                     
St. Ann Square                   1998         1986             82,498          99.8%            National     
                                                       ------------------------------                        
                                                                                            

Total Weighted Average                                     14,652,229          92.9%
                                                       ==============================

<CAPTION>

                                      Drug Store &                                       Other                           
Property Name                        Other Anchors                                      Tenants                          
- ----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                                     <C>

FLORIDA                                                                                                               
                                                                                                                      
Jacksonville /                                                                                                        
North Florida                                                                                                         
                                                                                       
Anastasia                                    --                        Hallmark, Schmagel's Bagels, Mailboxes         
Bolton Plaza                              Wal-Mart                     Radio Shack, Payless Shoes, Mailboxes          
Carriage Gate                              TJ Maxx                     Brueggers Bagels, Bedfellows, Alterations      
Courtyard (3)                                --                        Olan Mills, Heavenly Ham, Beauty Warehouse     
Ensley Square (5)                            --                        Radio Shack, Hallmark, Amsouth Bank            
Fleming Island                               --                        Mail Boxes, Etc., Radio Shack, GNC             
Highlands Square (6)             Eckerd, Consolidated Stores           Hair Cuttery, Rent Way, Precision Printing     
Millhopper (3)                             Eckerd                      Book Gallery, Postal Svc., Chesapeake Bagel    
Newberry Square                             Kmart                      H & R Block, Cato Fashions, Olan Mills         
Old St. Augustine Plaza               Eckerd, Waccamaw                 Mail Boxes, Etc., Hallmark, Hair Cuttery       
Palm Harbour                           Eckerd, Bealls                  Mail Boxes, Etc., Hallmark, Meale Norman       
Pine Tree Plaza (6)                          --                        Great Clips, CiCi's Pizza, Soupersalad         
Regency Court                       CompUSA, Office Depot              H & R Block, Mail Boxes Etc.                   
                                      Sports Authority                 Loop Restaurant                                
South Monroe                               Eckerd                      Rent-A-Center, H & R Block                     
                                                                                                                      
Tampa / Orlando                                                                                                       
Beneva                                   Walgreen's                    Stride Rite, GNC, Subway                       
Bloomingdale Square               Eckerd, Wal-Mart, Beall's            Radio Shack, H&R Block, Hallmark               
Mainstreet Square                        Walgreen's                    Rent-A-Center, Discount Auto Parts, Norwest    
Mariner's Village                        Walgreen's                    Supercuts. Pak Mail, Allstate Insurance        
Market Place - St. Petersburg              Eckerd                      Mail Boxes, Etc., Republic, Weight Watchers    
Peachland Promenade                     Ace Hardware                   State Farm, Subway, GNC                        
Regency Square                          TJ Maxx, AMC,                  Pak Mail, Lens Crafter                         
   at Brandon (3)                    Staples, Marshalls                Famous Footware                                
Seven Springs                               Kmart                      State Farm, Subway, H & R Block                
Terrace Walk (3)                             --                        Olan Mills, Norwest, Cellular Mart             
Town Square                                  --                        Baskin Robbins, Coldwell Banker, Hallmark      
University Collections                     Eckerd                      Hallmark, Pak Mail, Dockside Imports           
Village Center-Tampa               Walgreen's, Stein Mart              Hallmark, Pak Mail, Mens Warehouse             
                                                                                                                      
West Palm Beach /                                                                                                     
Treasure Coast                                                                                                        
Boynton Lakes Plaza                      Walgreen's                    Radio Shack, Baskin Robbins, Dunkin Donuts     
Chasewood Plaza (3)                      Walgreen's                    Hallmark, GNC, Supercuts                       
Chasewood Storage (3)                        --                                                                       
East Port Plaza                    Walgreen's, Kmart, Sears            H & R Block, Pak Mail, Subway                  
Martin Downs Village Center(3)          Coastal Care                   Burger King, Hallmark, Barnett Bank            
Martin Downs                             Walgreen's                    Mailbox Plus, Allstate, Optical Outlet         
   Village Shop (3)(6)                                                                                                
Ocean Breeze (3)                   Walgreen's, Coastal Care            Mail Boxes, Barnett Bank, World Travel         
Ocean East (5)                          Coastal Care                   Mail Boxes, Nations Bank, Ocean Cleaners       
Tequesta Shoppes                         Walgreen's                    Mail Boxes, Etc., Hallmark, Radio Shack        
Town Center at Martin Downs                  --                        Mail Boxes, Health Exchange, Champs Hair       
Wellington Market Place            Walgreen's, United Artists          Pak Mail, Subway, Papa John's                  
Wellington Town Square                     Eckerd                      Mail Boxes, Hallmark, Coldwell Banker          
                                                                                                                      
Miami / Ft. Lauderdale                                                                                                
Aventura (3)                           Eckerd, Humana                  Pak Mail, Bank United, City of Aventura        
Berkshire Commons                        Walgreen's                    H & R Block, Century 21, Postal Station        
Garden Square                              Eckerd                      Subway, GNC, Hair Cuttery                      
North Miami (3)                            Eckerd                                                                     
Palm Trails Plaza                            --                        Mail Boxes, Sal's Pizza, Personnel One         
Shoppes @ 104                             Rite Aid                     Mail Boxes Etc., GNC, Pet Superstore           
Tamiami Trail                              Eckerd                      Mail Boxes, Etc., Radio Shack, Pizza Hut       
University Market Place                      --                        H & R Block, Mail Boxes Etc., Olan Mills       
Welleby                                  Walgreen's                    H & R Block, Mail Boxes Plus, Pizza Hut        
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Florida)                                                                                                      
                                                                                                                      

<PAGE>                                                                                                                
                                                                                                                      
                                                                                                                      
                                                                                                                      
GEORGIA                                                                                                               
                                                                                                                      
Atlanta                                                                                                               
Ashford Place                          Pier 1 Imports                  Baskin Robbin, Mail Boxes Merle Norman         
Braelin Village (5)                         Kmart                      Baskin Robbins, Mail Boxes Etc.,               
                                                                       Manhattan Bagel                                
Briarcliff LaVista                      Drug Emporium                  Supercuts, Trust Company Bank                  
Briarcliff Village (6)             Eckerd, TJ Maxx, Office Depot       Subway, Hair Cuttery, Famous Footware          
Buckhead Court                               --                        Hallmark, Bellsouth Mobility                   
                                                                       Outback Steakhouse                             
Cambridge Square                             --                        Papa John's, AAA Mail & Pkg., Wachovia         
Cromwell Square                           CVS Drug                     First Union, Bellsouth Mobility                
                                     Haverty's Furniture               Hancock Fabrics                                
Cumming 400                               Big Lots                     Pizza Hut, Hair Cuttery, Autozone              
Delk Spectrum (3)(5)                         --                        Mail Boxes, Etc., GNC, Wolf Camera             
Dunwoody Hall                              Eckerd                      Texaco, Blimpie, Nations Bank                  
Dunwoody Village (5)                         --                        Federal Express, Jiffy Lube, Hallmark          
Loehmann's Plaza                     Eckerd, Loehmann's                Mail Boxes, Etc., GNC, H & R Block             
Lovejoy Station                              --                        State Farm, Pizza Hut, Supercuts               
Memorial Bend                              TJ Maxx                     Pizza Hut, GNC, H & R Block                    
Orchard Square                            CVS Drug                     Mail Boxes Unlimited, State Farm, Remax        
Paces Ferry Plaza                            --                        Chapter 11 Bookstore, Banksouth                
                                                                       Sherwin Williams                               
Powers Ferry Square                    Drugs for Less                  Domino's Pizza, Dunkin Donuts, Supercuts       
Powers Ferry Village                      CVS Drug                     Mail Boxes, Etc., Southtrust Bank, Blimpies    
Rivermont Station                         CVS Drug                     Pak Mail, GNC, Wolf Camera                     
Roswell Village (6)                 Eckerd, Ace Hardware               Hallmark, Pizza Hut, Scholtzyky's              
Russell Ridge                                --                        Pizza Hut, Pak Mail, Hallmark                  
Sandy Plains Village                    Ace Hardware                   H & R Block, Mail Boxes Etc., Subway           
Sandy Springs  Village                       --                        Air Touch                                      
Trowbridge Crossing (5)                      --                        Domino's, Postal Services, Hair Cuttery        
                                                                                                                      
Other Markets                                                                                                         
Evans Crossing                               --                        Subway, Hair Cuttery, Dollar Tree              
LaGrangeMarketplace(3)                     Eckerd                      Lee's Nails, It's Fashions, One Price Clothing 
Parkway Station (5)                          --                        H & R Block, Pizza Hut, Olan Mills             
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Georgia)                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
OHIO                                                                                                                  
                                                                                                                      
Cincinnati                                                                                                            
Beckett Commons                              --                        Mail Boxes, Etc., Subway, Taco Bell            
Cherry Grove                          CVS Drug, TJ Maxx                GNC, Hallmark, Sally Beauty Supply             
                                       Hancock Fabrics                                                                
Hamilton Meadows                            Kmart                      Radio Shack, H&R Block, GNC                    
Hyde Park Plaza (5)                 Walgreen's, Micheals               Radio Shack, H&R Block, Hallmark               
                                  Barnes & Noble, Old Navy                                                            
Shoppes at Mason                             --                        Pizza Hut, GNC, Great Clips                    
Silverlake                                   --                        Radio Shack, H&R Block, Great Clips            
Westchester Plaza                            --                        Pizza Hut, Subway, GNC                         
                                                                                                                      
Columbus                                                                                                              
East Pointe                                  --                        Mail Boxes, Etc., Hallmark, Liberty Mutual     
Kingsdale (3)(6)                     Stein Mart, Limited               Hallmark, Sherwin Williams                     
                                        S&K Menswear                   Famous Footware                                
North Gate/(Maxtown)                         --                        Domino's Pizza, GNC, Great Clips               
Park Place                                   --                        Mail Boxes, Etc., Domino's, Subway             
Windmiller Plaza                       Sears Hardware                  Radio Shack, Sears Optical, Great Clips        
Worthington                               CVS Drug                     Little Caesar's, Hallmark, Radio Shack         
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Ohio)                                                                                                         
                                                                                                                      
                               

<PAGE>                                                                                                                
                                                                                                                      
                                                                                                                      
NORTH CAROLINA                                                                                                        
                                                                                                                      
Asheville                                                                                                             
Oakley Plaza                       CVS Drug, Western Auto              Little Caesar's, Subway                        
                                       Baby Superstore                 Life Uniform                                   
                                                                                                                      
Charlotte                                                                                                             
Carmel Commons                       Eckerd, Piece Goods               Little Caesar's, Radio Shack, Blimpies         
City View                          VS Drug, Public Library             Little Caesar's, Bellsouth, Willie's           
Union Square                              CVS Drug                     Mail Boxes, Etc., Subway, TCBY                 
                                    Consolidated Theatres                                                             
                                                                                                                      
Raleigh / Durham                                                                                                      
Bent Tree Plaza                                                        Pizza Hut, Manhattan Bagel, Parcel Plus        
Garner Town Square                United Artists, Office Max           Sears Optical, Friedman's Jewelers             
                                          Petsmart                     H & R Block                                    
Glenwood Village                             --                        Domino's Pizza, Threadbenders II               
Lake Pine Plaza                              --                        H & R Block, GNC, Great Clips                  
Maynard Crossing                             --                        Mail Boxes, Etc., GNC, Hallmark                
Southpoint Crossing (7)                      --                        Wolf Camera, GNC, Manhattan Bagel              
Woodcroft                            Eckerd, True Value                Domino's Pizza, Subway, Allstate               
                                                                                                                      
Winston-Salem                                                                                                         
Kernersville Marketplace                     --                        Mail Boxes, Little Caesar's, Great Clips       
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(North Carolina)                                                                                               
                                                                                                                      
ALABAMA                                                                                                               
                                                                                                                      
Birmingham                                                                                                            
Villages of Trussville (3)                CVS Drug                     Head Start, Cellular One, Mattress Max         
West County Marketplace (3)            Harco, Wal-Mart                 Domino's Pizza, GNC, Cato Plus                 
                                                                                                                      
Montgomery                                                                                                            
Country Club (3)                          Rite Aid                     Radio Shack, Subway, Beltone                   
                                                                                                                      
Other Markets                                                                                                         
Bonner's Point (3)                        Wal-Mart                     Subway, Domino's Pizza, It's Fashion           
Marketplace -                             Wal-Mart                     Domino's Pizza, Subway, Hallmark               
   Alexander City (3)                                                                                                 
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Alabama)                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
COLORADO                                                                                                              
                                                                                                                      
Colorado Springs                                                                                                      
Cheyenne Meadows (5)                         --                        Hallmark, Nail Center, Cost Cutters            
Jackson Creek  (6)(7)                        --                        Cost Cutters, Polo Cleaners                    
Woodman Plaza (6)(7)                         --                        Cost Cutters                                   
                                                                                                                      
Denver                                                                                                                
Lloyd King Center (5)                        --                        GNC, Cost Cutters, Hollywood Video             
Stroh Ranch (6)(7)                           --                        Cost Cutters, Post Net, Dry Clean Station      
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Colorado)                                                                                                     
                                                                                                                      
                               

<PAGE>                                                                                                                
                                                                                                                      
                                                                                                                      
TEXAS                                                                                                                 
                                                                                                                      
Dallas                                                                                                                
Bethany Lake (5)(6)                          --                        Boss Cleaners, Mr. Parcel, Fantastic Sams      
Creekside (5)                                --                        Hollywood Video, CICI's,Fantastic Sams         
Preston Brook - Frisco (5)(6)                --                        Coldwell Banker                                
Shiloh Springs (7)                           --                        GNC, Great Clips, Cardsmart                    
Village Center - Southlake (5)               --                        Radio Shack, Papa Johns, Smoothie King         
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Texas)                                                                                                        
                                                                                                                      
                                                                                                                      
                                                                                                                      
TENNESSEE                                                                                                             
                                                                                                                      
Nashville                                                                                                             
Harpeth Village (5)                          --                        Mail Boxes, Etc., Heritage Cleaners, Cat's     
Marketplace -                            Office Max                    Shoe Carnival                                  
   Murphreesburo (5)                                                                                                  
Nashboro Village (7)                         --                        Hallmark, Fantastic Sams, Cellular             
Peartree Village                     Eckerd, Office Max                Hollywood Video, AAA Auto, Royal Thai          
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Tennessee)                                                                                                    
                                                                                                                      
                                                                                                                      
                                                                                                                      
VIRGINIA                                                                                                              
Brookville Plaza                             --                        H&R Block, House of Frames, Jenny Craig        
Statler Square                       CVS Drugs, Staples                Hallmark, H & R Block, Hair Cuttery            
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Virginia)                                                                                                     
                                                                                                                      
                                                                                                                      
                                                                                                                      
MISSISSIPPI                                                                                                           
Columbia Marketplace(3)                   Wal-Mart                     GNC, Radio Shack, Cato                         
Lucedale Marketplace(3)                  Wal-Mart(4)                   Subway, First Family Financial, Byrd's Cleaners
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Mississippi)                                                                                                  
                                                                                                                      
                                                                                                                      
                                                                                                                      
MICHIGAN                                                                                                              
Lakeshore                                 Rite Aid                     Hallmark, Subway, Baskin Robins                
Waterford                                    --                                                                       
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(Michigan)                                                                                                     
                                                                                                                      
                                                                                                                      
                                                                                                                      
SOUTH CAROLINA                                                                                                        
Merchants Village                            --                        Mail Boxes, Hollywood Video, Hallmark          
Queensborough (5)                            --                        Mail Boxes, Etc., Supercuts, Pizza Hut         
                                                                                                                      
                                                                                                                      
Subtotal/Weighted                                                                                                     
Average(South Carolina)                                                                                               
                               

<PAGE>                                                                                                                
                                                                                                                      
DELAWARE                                                                                                              
Pike Creek                             Eckerd, K-mart                  Radio Shack, H & R Block, TCBY                 
                                                                                                                      
                                                                                                                      
KENTUCKY                                                                                                              
Franklin Square                      Rite Aid, JC Penney               Mail Boxes, Baskin Robbins, Kay Jewelers       
                                                                                                                      
                                                                                                                      
ILLINOIS                                                                                                              
Hinsdale Lake Commons                   Ace Hardware                   Hallmark, McDonalds, Fannie Mae                
                                                                                                                      
                                                                                                                      
MISSOURI                                                                                                              
St. Ann Square                            Vic Tanny                    Great Clips, US Navy, US Marines               
                                                                                                                      
                                                                                                                      
Total Weighted Average                                                                                                
                                                                                                                      
                                                                                                                      

</TABLE>


- -------------------------------------------------------

(1)  Or latest renovation
(2)  Includes development properties.  If development properties are excluded, 
     the total percentage leased would be 94.6% for Partnership shopping centers
     and 94.0% for Company shopping centers.
(3)  Company-owned property not owned by the the Partnership.
(4)  Tenant owns its own building.
(5)  Owned by a partnership with outside investors in which the Partnership
     (or the  Company  in the case of a  property  referred  to in note (3)
     above) or an affiliate is the general partner.
(6)  Property under development or redevelopment.
(7)  Owned by a joint venture in which the Partnership owns less than a 100% 
     interest.




Item 3. Legal Proceedings

The Company is, from time to time, a party to legal proceedings which arise in
the ordinary course of its business. The Company is not currently involved in
any litigation nor, to management's knowledge, is any litigation threatened
against the Company, the outcome of which would, in management's judgement based
on information currently available, have a material adverse effect on the
financial position or results of operations of the Company.


Item 4. Submission of Matters to a Vote of Security Holders

No matters were submitted for shareholder vote during the fourth quarter of
1998.


                                     PART II



Item 5.  Market for the Registrant's Common Equity and Related Shareholder 
         Matters


The Company's common stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "REG". The Company currently has approximately 3,500
shareholders. The following table sets forth the high and low prices and the
cash dividends declared on the Company's common stock by quarter for 1998 and
1997. All amounts are in thousands except per share data.


<TABLE>
<CAPTION>
                                                   1998                                      1997               
                                    -----------------------------------      -----------------------------------
                                                                Cash                                      Cash
                                      High          Low       Dividends         High          Low       Dividends
                                      Price        Price      Declared          Price        Price      Declared
                                      -----        -----      ---------         -----        -----      --------

         <S>                   <C>                  <C>             <C>         <C>         <C>              <C>
         March 31              $      27.812        24.750          .44         28.000       25.000          .42
         June 30                      26.687        24.062          .44         28.125       24.875          .42
         September 30                 26.500        20.500          .44         28.250       24.875          .42
         December 31                  23.437        20.250          .44         28.000       24.250          .42

</TABLE>


The following describes the registrant's sales of unregistered securities 
during the periods covered by this report, each sold in reliance on Rule 506 of 
the Securities Act.

During 1998, the Company acquired 32 shopping centers from various entities 
comprising the Midland Group ("Midland"). The Company's investment in the 
properties acquired from Midland is $236.6 million at December 31, 1998. As
part of the acquisition of Midland, the Company issued 425,982 Operating
Partnership Units ("Units") of Regency Centers, L.P. to the Midland principals.
Units are exchangeable into Regency common stock on a one for one basis. In
addition, during 1999 and 2000, the Company may pay contingent consideration of
up to an estimated $23 million, through the issuance of Units and the payment of
cash. The amount of such consideration, if issued, will depend on the
satisfaction of certain performance criteria relating to the assets acquired
from Midland. Transferors who received cash at the initial Midland closing will
receive contingent future consideration in cash rather than Units. The
acquisition of Midland is discussed further in note 2, Acquisitions of Shopping
Centers, of the notes to the 1998 consolidated financial statements.



On June 29, 1998, the Company through RCLP issued $80 million of 8.125%
Series A Cumulative Redeemable Preferred Units ("Series A Preferred Units") to
Belair Capital Fund LLC in a private placement. The issuance involved the sale
of 1.6 million Series A Preferred Units for $50.00 per unit. The Series A
Preferred Units, which may be called by the Company at par on or after June 25,
2003, have no stated maturity or mandatory redemption, and pay a cumulative,
quarterly dividend at an annualized rate of 8.125%. At any time after June 25,
2008, the Series A Preferred Units may be exchanged for shares of 8.125% Series
A Cumulative Redeemable Preferred Stock of the Company at an exchange rate of
one share of Series A Preferred Stock for one Series A Preferred Unit. The
Series A Preferred Units and Series A Preferred Stock are not convertible into
common stock of the Company.

In November 1998, the Company acquired Park Place shopping center in
exchange for 79,466 Units of Regency Centers, L.P. valued at $26 per Unit plus
the assumption of debt secured by Park Place.

The Company acquired 35 shopping centers during 1997 (the "1997 Acquisitions") 
for approximately $395.7 million. Included in the 1997 Acquisitions are 26 
shopping centers acquired from Branch Properties ("Branch") for $232.4 million. 
During 1998, the Company issued 721,997 additional Units and shares of common 
stock valued at $18.2 million to Branch as contingent consideration for the 
satisfaction of certain performance criteria of the properties acquired. The 
Company expects to issue the remaining contingent consideration, 298,064 Units, 
during 1999. In connection with the Units and shares of common stock issued to 
Branch in March 1998, SC-USREALTY acquired 435,777 shares at $22.125 per share 
in accordance with their rights to purchase common stock. The acquisition of 
Branch is discussed further in note 2, Acquisitions of Shopping Centers, of the 
notes to the 1998 consolidated financial statements.

The Company intends to pay regular quarterly distributions to its common
shareholders. Future distributions will be declared and paid at the discretion
of the Board of Directors, and will depend upon cash generated by operating
activities, the Company's financial condition, capital requirements, annual
distribution requirements under the REIT provisions of the Internal Revenue Code
of 1986, as amended, and such other factors as the Board of Directors deems
relevant. The Company anticipates that for the foreseeable future cash available
for distribution will be greater than earnings and profits due to non-cash
expenses, primarily depreciation and amortization, to be incurred by the
Company. Distributions by the Company to the extent of its current and
accumulated earnings and profits for federal income tax purposes will be taxable
to shareholders as ordinary dividend income. Distributions in excess of earnings
and profits generally will be treated as a non-taxable return of capital. Such
distributions have the effect of deferring taxation until the sale of a
shareholder's common stock. In order to maintain its qualification as a REIT,
the Company must make annual distributions to shareholders of at least 95% of
its taxable income. Under certain circumstances, which management does not
expect to occur, the Company could be required to make distributions in excess
of cash available for distributions in order to meet such requirements. The
Company currently maintains the Regency Realty Corporation Dividend Reinvestment
and Stock Purchase Plan which enables its shareholders to automatically reinvest
distributions as well as make voluntary cash payments towards the purchase of
additional shares.

The Company declares quarterly cash dividends on the 2.5 million Class B common 
shares outstanding. At December 31, 1998 the Class B common was owned by a 
single shareholder. During 1998 a distribution of $.5378 per share was paid
quarterly. The 2.5 million Class B common shares are convertible into 2,975,468
common shares, subject to certain ownership limitations.

Under the loan agreement with the lenders of the Company's line of credit,
distributions may not exceed 95% of Funds from Operations ("FFO") based on the
immediately preceding four quarters. FFO is defined in accordance with the
NAREIT definition as described under Item 7., Management's Discussion and
Analysis. Also in the event of any monetary default, the Company will not make
distributions to shareholders.



<PAGE>



Item 6.  Selected Consolidated Financial Data
(in thousands, except per share data and number of properties)

The following table sets forth Selected Financial Data on a historical basis for
the five years ended December 31, 1998, for the Company. This information should
be read in conjunction with the financial statements of the Company (including
the related notes thereto) and Management's Discussion and Analysis of the
Financial Condition and Results of Operations, each included elsewhere in this
Form 10-K. This historical Selected Financial Data has been derived from the
audited financial statements.


<TABLE>
<CAPTION>

                                                           1998             1997          1996          1995          1994
                                                           ----             ----          ----          ----          ----
<S>                                                 <C>                  <C>            <C>           <C>            <C>
Operating Data:
Revenues:
  Rental revenues                                   $      130,487         88,855        43,433        31,555         25,673
  Management,  leasing and
     brokerage fees                                         11,863          8,448         3,444         2,426          2,332
  Equity in income of investments
     in real estate partnerships                               946             33            70             4             17
                                                      -------------    -----------   -----------   -----------   ------------
      Total revenues                                       143,296         97,336        46,948        33,985         28,022
                                                      -------------    -----------   -----------   -----------   ------------

Operating expenses:
  Operating, maintenance and real
     estate taxes                                           30,844         22,904        12,065         8,683          7,140
  General and administrative                                15,064          9,964         6,048         4,894          4,531
  Depreciation and amortization                             25,046         16,303         8,059         5,854          5,266
                                                      -------------    -----------   -----------   -----------   ------------
     Total operating expenses                               70,954         49,171        26,172        19,431         16,937
                                                      -------------    -----------   -----------   -----------   ------------

Interest expense, net of income                             26,829         18,667        10,811         8,969          5,701
                                                      -------------    -----------   -----------   -----------   ------------
  Income before minority interests and sale of
       real estate investments                              45,513         29,498         9,965         5,585          5,384

Gain on sale of real estate investments                     10,726            451             -             -              -
                                                      -------------    -----------   -----------   -----------   ------------

     Income before minority interests                       56,239         29,948         9,965         5,585          5,384

Minority interest of exchangeable
    operating partnership units                            (1,826)        (2,042)             -             -              -
Minority interest of limited partners                        (464)          (505)             -             -              -
Minority interest preferred unit distribution              (3,359)              -             -             -              -
                                                      -------------    -----------   -----------   -----------   ------------
     Net income                                             50,590         27,402         9,965         5,585          5,384
Preferred stock dividends                                        -              -            58           591            283
                                                                                     -----------   -----------   ------------
                                                      =============    ===========
     Net income for common stockholders             $       50,590        $27,402         9,907         4,994          5,101
                                                      =============    ===========   ===========   ===========   ============
Earnings per share:
     Basic                                          $         1.80           1.28          0.82          0.75           0.80
                                                      =============    ===========   ===========   ===========   ============

     Diluted                                        $         1.75           1.23          0.82          0.75           0.80
                                                      =============    ===========   ===========   ===========   ============

Other Data:
  Common stock outstanding including
    Class B common if converted                             28,464         26,967        13,590         9,704          6,455
  Exchangeable operating partnership units                                                                        
    outstanding                                              1,361            574            29             -              -
  Company owned gross leasable area                         14,652          9,981         5,512         3,981          3,182
  Number of properties (at end of period)                      129             89            50            36             30
         Ratio of earnings to fixed                            2.1            2.3           1.8           1.5            1.7
                            charges

Balance Sheet Data:
  Real estate investments at cost                  $     1,250,332       $834,402       393,403       279,046        217,539
  Total assets                                           1,240,107        826,849       386,524       271,005        214,082
  Total debt                                               548,126        278,050       171,607       115,617        107,998
  Stockholders' equity                                     550,741        513,627       206,726       147,007        101,760

</TABLE>




Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations


The following discussion should be read in conjunction with the accompanying 
Consolidated Financial Statements and Notes thereto of Regency Realty 
Corporation ("Regency" or "Company") appearing elsewhere within.

Organization
- ------------

The Company is a qualified real estate investment trust ("REIT") which began
operations in 1993. The Company invests in real estate primarily through its
general partnership interest in Regency Centers, L.P., ("RCLP" or "Partnership")
an operating partnership in which the Company currently owns approximately 96%
of the outstanding common partnership units ("Units"). Of the 129 properties
included in the Company's portfolio at December 31, 1998, 109 properties were
owned either fee simple or through partnerships interests by RCLP. At December
31, 1998, the Company had an investment in real estate, at cost, of
approximately $1.3 billion of which $1.1 billion or 86% was owned by RCLP.

Shopping Center Business
- ------------------------

The Company's principal business is owning, operating and developing grocery 
anchored neighborhood infill shopping centers. Infill refers to shopping
centers within a targeted investment market offering sustainable competitive
advantages such as barriers to entry resulting from zoning restrictions, growth
management laws, or limited new competition from development or expansions. The
Company's properties summarized by state and in order by largest holdings
including their gross leasable areas (GLA) follows:


<TABLE>
<CAPTION>

     Location                          December 31, 1998                              December 31, 1997
     --------                          -----------------                              -----------------
                          # Properties         GLA        % Leased            # Properties        GLA         % Leased
                          ------------         ---        --------            ------------        ---         --------
     <S>                           <C>     <C>               <C>                        <C>   <C>                <C>  
     Florida                        46      5,728,347         91.4%                     45     5,267,894         91.5%
     Georgia                        27      2,737,590         93.1%                     25     2,539,507         92.4%
     Ohio                           13      1,786,521         93.4%                      2       629,920         89.1%
     North Carolina                 12      1,239,783         98.3%                      6       554,332         99.0%
     Alabama                         5        516,060         99.0%                      5       516,080         99.9%
     Texas                           5        479,900         84.7%                      -             -             -
     Colorado                        5        447,569         89.4%                      -             -             -
     Tennessee                       4        295,179         96.8%                      3       208,386         98.5%
     Virginia                        2        197,324         97.7%                      -             -             -
     Mississippi                     2        185,061         97.6%                      2       185,061         96.9%
     Michigan                        2        177,929         81.5%                      -             -             -
     South Carolina                  2        162,056        100.0%                      1        79,743         84.3%
     Delaware                        1        232,752         94.8%                      -             -             -
     Kentucky                        1        205,060         95.6%                      -             -             -
     Illinois                        1        178,600         86.9%                      -             -             -
     Missouri                        1         82,498         99.8%                      -             -             -
                         -------------     ----------       -------           ------------     ---------        ------
         Total                     129     14,652,229         92.9%                     89     9,980,923         92.8%
                         =============     ==========       =======           ============     =========        ======

</TABLE>


The Company is focused on building a platform of grocery anchored neighborhood
shopping centers because grocery stores provide convenience shopping of daily
necessities, foot traffic for adjacent local tenants, and should withstand
adverse economic conditions. The Company's current investment markets have
continued to offer strong stable economies, and accordingly, the Company expects
to realize growth in net income as a result of increasing occupancy in the
portfolio, increasing rental rates, development and acquisition of shopping
centers in targeted markets, and redevelopment of existing shopping centers. The
following table summarizes the four largest grocery tenants occupying the
Company's shopping centers at December 31, 1998:

   Grocery      Number of         % of         % of Annualized     Avg Remaining
   Anchor        Stores         Total GLA          Base Rent         Lease Term
   -------      ---------       ---------      ---------------     -------------

 Kroger            36             14.9%              13.8%              19 yrs
 Publix            33              9.8%               6.9%              13 yrs
 Winn-Dixie        16              5.1%               3.8%              13 yrs
 Harris Teeter      4              1.3%               1.7%              11 yrs


Acquisition and Development of Shopping Centers
- -----------------------------------------------

During 1998, the Company acquired 31 shopping centers fee simple for
approximately $355.9 million and also invested $28.4 million in 12 joint
ventures ("JV Properties"), for a total investment of $384.3 million in 43
shopping centers ("1998 Acquisitions"). Included in the 1998 Acquisitions are 32
shopping centers acquired from various entities comprising the Midland Group
("Midland"). Of the 32 Midland centers, 31 are anchored by Kroger, and 12 are
owned through joint ventures in which the Company's ownership interest is 50% or
less. The Company's investment in the properties acquired from Midland is $236.6
million at December 31, 1998. The Company expects to acquire all of the
interests in two of the JV Properties for approximately $20.3 million during
1999 which will increase its total investment in the Midland properties to
$256.9 million. In addition, during 1999 and 2000, the Company may pay
contingent consideration of up to an estimated $23 million, through the issuance
of Partnership units and the payment of cash. The amount of such consideration,
if issued, will depend on the satisfaction of certain performance criteria
relating to the assets acquired from Midland. Transferors who received cash at
the initial Midland closing will receive contingent future consideration in cash
rather than units.

The Company acquired 35 shopping centers during 1997 (the "1997 Acquisitions") 
for approximately $395.7 million. Included in the 1997 Acquisitions are 26 
shopping centers acquired from Branch Properties ("Branch") for $232.4 million. 
During 1998, the Company issued 721,997 additional Units and shares of common 
stock valued at $18.2 million to Branch as contingent consideration for the 
satisfaction of certain performance criteria of the properties acquired. The 
Company expects to issue the remaining contingent consideration, 298,064 Units, 
during 1999.

Results from Operations
- -----------------------

Comparison of 1998 to 1997

Revenues increased $46.0 million or 47% to $143.3 million in 1998. The increase
was due primarily to the 1998 and 1997 Acquisitions providing increases in
revenues of $37.5 million during 1998. At December 31, 1998, the real estate
portfolio contained approximately 14.7 million SF and was 92.9% leased. Minimum
rent increased $33.3 million or 47%, and recoveries from tenants increased $7.5
million or 45%. On a same property basis (excluding the 1998 and 1997
Acquisitions, and the office portfolio sold during 1998) gross rental revenues
increased $3.4 million or 6.7%, primarily due to higher base rents. Revenues
from property management, leasing, brokerage, and development services (service
operation segment) provided on properties not owned by the Company were $11.9
million in 1998 compared to $8.4 million in 1997, the increase due primarily to
increased brokerage fees and increased activity in construction and development
for third parties. During 1998, the Company sold four office buildings and a
parcel of land for $30.7 million, and recognized a gain on the sale of $10.7
million. As a result of these transactions the Company's real estate portfolio
is comprised entirely of retail shopping centers. The proceeds from the sale
were used to reduce the balance of the line of credit.

Operating expenses increased $21.8 million or 44% to $71.0 million in 1998.
Combined operating and maintenance, and real estate taxes increased $7.9 million
or 35% during 1998 to $30.8 million. The increases are due to the 1998 and 1997
Acquisitions generating operating and maintenance expenses and real estate tax
increases of $9.4 million during 1998, partially offset by the sale of the
office buildings. On a same property basis, operating and maintenance expenses
and real estate taxes increased $100,000 or 1%. General and administrative
expenses increased 51% during 1998 to $15.1 million due to the hiring of new
employees and related office expenses necessary to manage the shopping centers
acquired during 1998 and 1997, as well as, the shopping centers the Company
began managing for third parties during 1998 and 1997. Depreciation and
amortization increased $8.7 million during 1998 or 54% primarily due to the 1998
and 1997 Acquisitions.

Interest expense increased to $28.8 million in 1998 from $19.7 million
in 1997 or 46% due to increased average outstanding loan balances related to the
financing of the 1998 and 1997 Acquisitions on the Line and the assumption of
debt. Weighted average interest rates increased 0.1% during 1998. See further
discussion under Acquisition and Development of Shopping Centers and Liquidity
and Capital Resources.

Net income for common stockholders was $50.6 million in 1998 vs. $27.4
million in 1997, a $23.2 million or 85% increase for the reasons previously
described. Diluted earnings per share in 1998 was $1.75 vs. $1.23 in 1997 due to
the increase in net income combined with the dilutive impact from the increase
in weighted average common shares and equivalents of 7.2 million primarily due
to the acquisition of Branch and Midland, the issuance of shares to SC-USREALTY
during 1998 and 1997, and the public offering completed in July, 1997. (see
notes 2, 6 and 7, to the 1998 consolidated financial statements for related
discussions).


Comparison of 1997 to 1996

Revenues increased $50.4 million or 107% to $97.3 million in 1997. The increase
was due primarily to the 1997 Acquisitions and properties acquired in 1996 (the
"1996 Acquisitions") providing increases in revenues of $49.8 million during
1997. At December 31, 1997, the real estate portfolio contained approximately 10
million SF and was 92.8% leased. Minimum rent increased $35.4 million or 102%,
and recoveries from tenants increased $8.9 million or 115%. On a same property
basis (excluding the 1997 and 1996 Acquisitions) revenues increased $925,000 or
2%, primarily due to higher percentage rents and operating expense recoveries
from tenants. Revenues from property management, leasing, brokerage, and
development services provided on properties not owned by the Company were $8.4
million in 1997 compared to $3.4 million in 1996, the increase due to fees
earned from third party property management and leasing contracts acquired as
part of the acquisition of Branch.

Operating expenses increased $23.0 million or 88% to $49.2 million in 1997.
Combined operating and maintenance, and real estate taxes increased $10.8
million or 89% during 1997 to $22.9 million. The increases are due to the 1997
and 1996 Acquisitions generating operating and maintenance expenses, and real
estate tax increases of $10.6 million during 1997. On a same property basis,
operating and maintenance expenses and real estate taxes increased $226,000, or
2%. General and administrative expense increased 64.7% during 1997 to $10.0
million due to the hiring of new employees and related office expenses necessary
to manage the 52 shopping centers acquired during 1996 and 1997, as well as, the
44 shopping centers that the Company began managing for third parties during
1997. Depreciation and amortization increased $8.2 million during 1997 or 102%
primarily due to the 1997 and 1996 Acquisitions generating $7.7 million in
depreciation and amortization.

Interest expense increased to $19.7 million in 1997 from $11.5 million
in 1996 or 71% due primarily to increased average outstanding loan balances
related to the financing of the 1997 and 1996 Acquisitions on the Line and the
assumption of debt. Weighted average interest rates decreased 0.2% during 1997.
See further discussion under Acquisition and Development of Shopping Centers and
Liquidity and Capital Resources.



Net income for common stockholders was $27.4 million in 1997 vs. $9.9
million in 1996, a $17.5 million or 177% increase for the reasons previously
described. Diluted earnings per share in 1997 was $1.23 vs. $0.82 in 1996, an
increase of 50% due to the increase in net income combined with the dilutive
impact from the increase in weighted average common shares and equivalents of
12.4 million primarily due to the Acquisition of the Branch Properties, the
issuance of shares to SC-USREALTY, and the public offering discussed previously.


Funds from Operations

The Company considers funds from operations ("FFO"), as defined by the National
Association of Real Estate Investment Trusts as net income (computed in
accordance with generally accepted accounting principles) excluding gains (or
losses) from debt restructuring and sales of income producing property held for
investment, plus depreciation and amortization of real estate, and after
adjustments for unconsolidated investments in real estate partnerships and joint
ventures, to be the industry standard for reporting the operations of real
estate investment trusts ("REITs"). Adjustments for investments in real estate
partnerships are calculated to reflect FFO on the same basis. While management
believes that FFO is the most relevant and widely used measure of the Company's
performance, such amount does not represent cash flow from operations as defined
by generally accepted accounting principles, should not be considered an
alternative to net income as an indicator of the Company's operating
performance, and is not indicative of cash available to fund all cash flow
needs. Additionally, the Company's calculation of FFO, as provided below, may
not be comparable to similarly titled measures of other REITs.

FFO increased by 50% from 1997 to 1998 as a result of the activity discussed
above under "Results of Operations". FFO for the periods ended December 31,
1998, 1997 and 1996 are summarized in the following table (in thousands):



<TABLE>
<CAPTION>
                                                                  1998         1997          1996
                                                                  ----         ----          ----

 <S>                                                     <C>                <C>          <C>  
 Net income for common stockholders                      $       50,590       27,402         9,907
 Add (subtract):
   Real estate depreciation and amortization                     24,529       15,671         8,049
   Gain on sale of operating property                           (9,824)        (451)             -
   Minority interests in net income of
     Exchangeable partnership units                                            
                                                                 1,826         2,042             -
                                                            -----------    ---------     ---------
 Funds from operations                                   $       67,121       44,664        17,956
                                                            ===========    =========     =========

 Cash flow provided by (used in):
   Operating activities                                  $       65,002       43,044        16,004
   Investing activities                                       (236,393)    (188,533)     (109,842)
   Financing activities                                         174,725      153,782        98,730
</TABLE>



Liquidity and Capital Resources
- -------------------------------

Management anticipates that cash generated from operating activities will
provide the necessary funds on a short-term basis for its operating expenses,
interest expense and scheduled principal payments on outstanding indebtedness,
recurring capital expenditures necessary to properly maintain the shopping
centers, and distributions to share and unit holders. Net cash provided by
operating activities was $65 million and $43 million for the twelve months ended
December 31, 1998 and 1997, respectively. The Company incurred recurring and
non-recurring capital expenditures (non-recurring expenditures pertain to
immediate building improvements on new acquisitions and anchor tenant
improvements on new leases) of $8.3 million and $5.2 million, during 1998 and
1997, respectively. The Company paid scheduled principal payments of $3.4
million and $2.2 million during 1998 and 1997, respectively. The Company paid
dividends and distributions of $54.9 million and $35.9 million, during 1998 and
1997, respectively, to its share and unit holders.

Management expects to meet long-term liquidity requirements for term debt
payoffs at maturity, non-recurring capital expenditures, and acquisition,
renovation and development of shopping centers from: (i) excess cash generated
from operating activities, (ii) working capital reserves, (iii) additional debt
borrowings, and (iv) additional equity raised in the public markets. Net cash
used in investing activities was $236.4 million and $188.5 million, during 1998
and 1997, respectively, primarily for purposes discussed above under
Acquisitions and Development of Shopping Centers. Net cash provided by financing
activities was $174.7 million and $153.8 million during 1998 and 1997,
respectively, primarily related to the proceeds from the preferred unit and debt
offerings completed during 1998, and the proceeds from the common stock offering
in 1997, further discussed below. At December 31, 1998, the Company had 12
shopping centers under construction or undergoing major renovations, with costs
to date of $121.7 million. Total committed costs necessary to complete the
properties under development is estimated to be $47.4 million and will be
expended through 1999.

The Company's outstanding debt at December 31, 1998 and 1997 consists of the
following (in thousands):

                                                        1998            1997
                                                        ----            ----
      Notes Payable:
       Fixed rate mortgage loans                     $  298,148         199,078
       Variable rate mortgage loans                      11,051          30,841
       Fixed rate unsecured loans                       121,296               -
                                                        -------         -------
          Total notes payable                           430,495         229,919
      Acquisition and development line of credit        117,631          48,131
                                                        -------         -------
                           Total                     $  548,126         278,050
                                                        =======         =======

The weighted average interest rate on total debt at December 31, 1998 and 1997
was 7.4% and 7.3%, respectively. The Company's debt is typically
cross-defaulted, but not cross-collateralized, and includes usual and customary
affirmative and negative covenants.

The Company is a party to a credit agreement dated as of March 27, 1998, 
providing for an unsecured line of credit (the "Line") from a group of
lenders currently consisting of Wells Fargo, First Union, Wachovia Bank,
NationsBank, AmSouth Bank, Commerzbank AG, PNC Bank, and Star Bank. This credit
agreement provides for a $300 million commitment, and incorporates a competitive
bid facility of up to $150 million of the commitment amount. Maximum
availability under the Line is based on the discounted value of a pool of
eligible unencumbered assets (determined on the basis of capitalized net
operating income) less the amount of the Company's outstanding unsecured
liabilities. The Line matures in May 2000, but may be extended annually for one
year periods. Borrowings under the Line bear interest at a variable rate based
on LIBOR plus a specified spread, (.875% currently), which is dependent on the
Company's investment grade rating. The Company's ratings are currently Baa2 from
Moody's Investor Service, BBB from Duff and Phelps, and BBB- from Standard and
Poors. The Company is required to comply, and is in compliance, with certain
financial and other covenants customary with this type of unsecured financing.
These financial covenants include among others (i) maintenance of minimum net
worth, (ii) ratio of total liabilities to gross asset value, (iii) ratio of
secured indebtedness to gross asset value, (iv) ratio of EBITDA to interest
expense, (v) ratio of EBITDA to debt service and reserve for replacements, and
(vi) ratio of unencumbered net operating income to interest expense on unsecured
indebtedness. The Line is used primarily to finance the acquisition and
development of real estate, but is also available for general working capital
purposes.

On February 26, 1999, the Company entered into an agreement with the
various banks that provide the Line to increase the unsecured commitment amount
to $635 million.

On June 29, 1998, the Company through RCLP issued $80 million of 8.125%
Series A Cumulative Redeemable Preferred Units ("Series A Preferred Units") to
an institutional investor, Belair Capital Fund, LLC, in a private placement. The
issuance involved the sale of 1.6 million Series A Preferred Units for $50.00
per unit. The Series A Preferred Units, which may be called by the Company at
par on or after June 25, 2003, have no stated maturity or mandatory redemption,
and pay a cumulative, quarterly dividend at an annualized rate of 8.125%. At any
time after June 25, 2008, the Series A Preferred Units may be exchanged for
shares of 8.125% Series A Cumulative Redeemable Preferred Stock of the Company
at an exchange rate of one share of Series A Preferred Stock for one Series A
Preferred Unit. The Series A Preferred Units and Series A Preferred Stock are
not convertible into common stock of the Company. The net proceeds of the
offering were used to reduce the Line.

On July 17, 1998 the Company, through RCLP, completed a $100 million
offering of seven year term notes at an effective interest rate of 7.17%. The
Notes were priced at 162.5 basis points over the current yield for seven year US
Treasury Bonds. The net proceeds of the offering were used to reduce the balance
of the Line.

Mortgage loans are secured by certain real estate properties, but generally may
be prepaid subject to a prepayment of a yield-maintenance premium. Mortgage
loans are generally due in monthly installments of interest and principal and
mature over various terms through 2018. Variable interest rates on mortgage
loans are currently based on LIBOR plus a spread in a range of 125 basis points
to 150 basis points. Fixed interest rates on mortgage loans range from 7.04% to
9.8%.

During 1998, the Company assumed mortgage loans with a fair value of $132.8
million related to the acquisition of shopping centers, which includes debt
premiums of $12.4 million based upon the above market interest rates of the debt
instruments. Debt premiums are being amortized over the terms of the related
debt instruments.

As of December 31, 1998, scheduled principal repayments on notes payable and the
Line for the next five years were as follows (in thousands):


                                        
                                         Scheduled                   
                                         Principal      Term Loan        Total
   Scheduled Payments by Year            Payments       Maturities      Payments
   --------------------------            ---------      ----------      --------

          1999                           $  3,771         21,579          25,350
          2000                              3,996        174,674         178,670
          2001                              3,911         41,928          45,839
          2002                              3,098         44,117          47,215
          2003                              2,914         13,291          16,205
          Beyond 5 Years                   17,811        206,607         224,418
          Net unamortized debt                                                
           payments                             -         10,429          10,429
                                          -------        -------         -------
              Total                      $ 35,501        512,625         548,126
                                          =======        =======         =======

Unconsolidated partnerships and joint ventures had mortgage loans payable of
$76.7 million at December 31, 1998, and the Company's proportionate share of
these loans was $34.4 million.

The Company qualifies and intends to continue to qualify as a REIT under the 
Internal Revenue Code. As a REIT, the Company is allowed to reduce taxable 
income by all or a portion of its distributions to stockholders. As 
distributions have exceeded taxable income, no provision for federal income
taxes has been made. While the Company intends to continue to pay dividends to
its stockholders, it also will reserve such amounts of cash flow as it considers
necessary for the proper maintenance and improvement of its real estate, while
still maintaining its qualification as a REIT.

The Company's real estate portfolio has grown substantially during 1998 as a
result of the acquisitions and development discussed above. The Company intends
to continue to acquire and develop shopping centers in the near future, and
expects to meet the related capital requirements from borrowings on the Line.
The Company expects to repay the Line from time to time from additional public
and private equity and debt offerings, such as those completed during 1997 and
1998. Because such acquisition and development activities are discretionary in
nature, they are not expected to burden the Company's capital resources
currently available for liquidity requirements. The Company expects that cash
provided by operating activities, unused amounts available under the Line, and
cash reserves are adequate to meet liquidity requirements.

Pacific Retail Trust Merger
- ---------------------------

On September 23, 1998, the Company entered into an Agreement of Merger
("Agreement") with Pacific Retail Trust ("Pacific"), a privately held real
estate investment trust. The Agreement, among other matters, provides for the
merger of Pacific into Regency, and the exchange of each Pacific common or
preferred share into 0.48 shares of Regency common or preferred stock. The
stockholders approved the merger at a Special Meeting of Stockholders held
February 26, 1999. At the time of the merger, Pacific owned 71 retail shopping
centers that are operating or under construction containing 8.4 million SF of
gross leaseable area. On February 28, 1999, the effective date of the merger,
the Company issued equity instruments valued at $770.6 million to the Pacific
stockholders in exchange for their outstanding common and preferred shares, and
units. The total cost to acquire Pacific is expected to be $1.157 billion based
on the value of Regency shares issued including the assumption of $379 million
of outstanding debt and other liabilities of Pacific, and estimated closing
costs of $7.5 million. The price per share used to determine the purchase price
is $23.325 based on the five day average of the closing stock price of Regency's
common stock as listed on the New York Stock Exchange immediately before, during
and after the date the terms of the merger were agreed to and announced to the
public. The merger will be accounted for as a purchase with the Company as the
acquiring entity.

New Accounting Standards and Accounting Changes
- -----------------------------------------------

The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities " (FAS 133), which is effective for all fiscal quarters of all fiscal
years beginning after June 15, 1999. FAS 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. FAS 133
requires entities to recognize all derivatives as either assets or liabilities
in the balance sheet and measure those instruments at fair value. The Company
does not believe FAS 133 will materially effect its financial statements. g.

Environmental Matters
- ---------------------

The Company like others in the commercial real estate industry, is subject to
numerous environmental laws and regulations and the operation of dry cleaning
plants at the Company's shopping centers is the principal environmental concern.
The Company believes that the dry cleaners are operating in accordance with
current laws and regulations and has established procedures to monitor their
operations. The Company has approximately 31 properties that will require or are
currently undergoing varying levels of environmental remediation. These
remediations are not expected to have a material financial effect on the Company
due to financial statement reserves and various state-regulated programs that
shift the responsibility and cost for remediation to the state. Based on
information presently available, no additional environmental accruals were made
and management believes that the ultimate disposition of currently known matters
will not have a material effect on the financial position, liquidity, or
operations of the Company.

Inflation
- ---------

Inflation has remained relatively low during 1998 and 1997 and has had a minimal
impact on the operating performance of the shopping centers, however,
substantially all of the Company's long-term leases contain provisions designed
to mitigate the adverse impact of inflation. Such provisions include clauses
enabling the Company to receive percentage rentals based on tenants' gross
sales, which generally increase as prices rise, and/or escalation clauses, which
generally increase rental rates during the terms of the leases. Such escalation
clauses are often related to increases in the consumer price index or similar
inflation indices. In addition, many of the Company's leases are for terms of
less than ten years, which permits the Company to seek increased rents upon
re-rental at market rates. Most of the Company's leases require the tenants to
pay their share of operating expenses, including common area maintenance, real
estate taxes, insurance and utilities, thereby reducing the Company's exposure
to increases in costs and operating expenses resulting from inflation.

Year 2000 System Compliance
- ---------------------------

Management recognizes the potential effect Year 2000 may have on the Company's
operations and, as a result, has implemented a Year 2000 Compliance Project. The
term "Year 2000 compliant" means that the software, hardware, equipment, goods
or systems utilized by, or material to the physical operations, business
operations, or financial reporting of an entity will properly perform date
sensitive functions before, during and after the year 2000.

The Company's Year 2000 Compliance Project includes an awareness phase, an
assessment phase, a renovation phase, and a testing phase of our data processing
network, accounting and property management systems, computer and operating
systems, software packages, and building management systems. The project also
includes surveying our major tenants and financial institutions. Total costs
incurred to date associated with the Company's Year 2000 compliance project have
been reflected in the Company's income statement throughout 1998 and 1997, and
were approximately $250,000.

The Company's computer hardware, operating systems, general accounting and
property management systems and principal desktop software applications are Year
2000 compliant as certified by the various vendors. We are currently testing
these systems, and expect to complete the testing phase by June 30, 1999. Based
on initial testing, Management does not anticipate any Year 2000 issues that
will materially impact operations or operating results.

An assessment of the Company's building management systems has been completed.
This assessment has resulted in the identification of certain lighting,
telephone, and voice mail systems that may not be Year 2000 compliant. While we
have not yet begun renovations, Management believes that the cost of upgrading
these systems will not exceed $500,000. It is anticipated that the renovation
and testing phases will be complete by June 30, 1999, and the Company expects to
be compliant upon completion of these phases.

The Company has surveyed its major tenants and financial institutions to
determine the extent to which the Company is vulnerable to third parties'
failure to resolve their Year 2000 issues. The Company will be able to more
adequately assess its third party risk when responses are received from the
majority of the entities contacted.

Management believes its planning efforts are adequate to address the Year 2000
issue and that its risk factors are primarily those that it cannot directly
control, including the readiness of its major tenants and financial
institutions. Failure on the part of these entities to become Year 2000
compliant could result in disruption in the Company's cash receipt and
disbursement functions. There can be no guarantee, however, that the systems of
unrelated entities upon which the Company's operations rely will be corrected on
a timely basis and will not have a material adverse effect on the Company.

The Company does not have a formal contingency plan or a timetable for
implementing one. Contingency plans will be established, if they are deemed
necessary, after the Company has adequately assessed the impact on operations
should third parties fail to properly respond to their Year 2000 issues.



I
tem 7a. Quantitative and Qualitative Disclosures About Market Risk


Market Risk
- -----------

The Company is exposed to interest rate changes primarily as a result of its
line of credit and long-term debt used to maintain liquidity and fund capital
expenditures and expansion of the Company's real estate investment portfolio and
operations. The Company's interest rate risk management objective is to limit
the impact of interest rate changes on earnings and cash flows and to lower its
overall borrowing costs. To achieve its objectives the Company borrows primarily
at fixed rates and may enter into derivative financial instruments such as
interest rate swaps, caps and treasury locks in order to mitigate its interest
rate risk on a related financial instrument. The Company has no plans to enter
into derivative or interest rate transactions for speculative purposes, and at
December 31, 1998, the Company did not have any borrowings hedged with
derivative financial instruments.

The Company's interest rate risk is monitored using a variety of techniques. The
table below presents the principal amounts maturing (in thousands), weighted
average interest rates of remaining debt, and the fair value of total debt (in
thousands), by year of expected maturity to evaluate the expected cash flows and
sensitivity to interest rate changes.


<TABLE>
<CAPTION>
                                                                                                                      Fair
                                      1999        2000       2001        2002       2003    Thereafter     Total      Value
                                      ----        ----       ----        ----       ----    ----------     -----      -----

<S>                                  <C>        <C>         <C>         <C>        <C>        <C>         <C>        <C>    
Fixed rate debt                      $23,243     60,907     37,027      47,215     16,205     224,418     409,014    419,444
Average interest rate for all debt    7.83%      7.75%       7.91%      7.87%      7.70%       7.62%            -          -

Variable rate LIBOR debt              2,107     117,763      8,813         -          -           -        128,682    128,682
Average interest rate for all debt    6.16%      6.16%       6.55%         -          -           -              -          -

</TABLE>


As the table incorporates only those exposures that exist as of December 31,
1998, it does not consider those exposures or positions which could arise after
that date. Moreover, because firm commitments are not presented in the table
above, the information presented therein has limited predictive value. As a
result, the Company's ultimate realized gain or loss with respect to interest
rate fluctuations will depend on the exposures that arise during the period, the
Company's hedging strategies at that time, and interest rates.

Forward Looking Statements
- --------------------------

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking statements made by or on behalf of the Company. The
Company and its representatives may from time to time make written or oral
statements that are "forward-looking," including statements contained in this
report and other filings with the Securities and Exchange Commission and in
reports to the Company's stockholders. All statements that express expectations
and projections with respect to future matters, including the launching or
prospective development of new business initiatives; anticipated yields on real
estate acquisitions or developments; "Year 2000" remediation efforts; and
environmental remediation efforts, are forward-looking within the meaning of the
Act. Such statements involve unknown risks and uncertainties of business and
economic conditions pertaining to the operation, acquisition, or development of
shopping centers including the retail business sector, and may cause actual
results of the Company in the future to significantly differ from any future
results that may be implied by such forward-looking statements.



Item 8.   Consolidated Financial Statements and Supplementary Data

The Consolidated Financial Statements and supplementary data included in this
Report are listed in Part IV, Item 14(a).



Item 9.   Changes in and Disagreements with Accountants on Accounting and 
          Financial Disclosure

None.


                                    PART III


Item 10. Directors and Executive Officers of the Registrant


Information concerning the directors of the Company is incorporated herein by 
reference to the Company's definitive proxy statement to be filed with the 
Securities and Exchange Commission within 120 days after the end of the fiscal 
year covered by this Form 10-K with respect to its 1999 Annual Meeting of 
Shareholders. The following table provides information concerning the executive
officers of the Company


 Executive Officer                     Positions with the Company
    (Age)                    Principal Occupations During the Past Five Years
 -----------------           ------------------------------------------------

Martin E. Stein, Jr.         Chairman, Chief Executive Officer, and Director
  (age 46)                   of the Company since its initial public offering in
                             October 1993; previously President of the Company's
                             predecessor real estate division since 1976.

MaryLou Rogers               President and Chief Operating Officer since 
  (age 47)                   January, 1999 and Director of the Company since 
                             March, 1997; Managing Director - Security Capital 
                             U.S. Realty Strategic Group From March 1997 to
                             January 1999; Senior Vice President and
                             Director of Stores, New England - Macy's East/
                             Federated Department Stores from 1994 to March
                             1997; various retailing positions since joining
                             Macy's in 1977, including Senior Vice President
                             for Federated's Burdines Division and Henri
                             Bendel.

James G. Buis                Managing Director - Southwestern U.S. Investments 
  (age 54)                   of the Company since February  1999;  Managing  
                             Director - Pacific  Retail Trust from  October,
                             1995 to February 1999; Executive Vice President
                             - Madison Property Corporation from 1993 to
                             October, 1995; Executive Vice President -
                             Rosewood Property Company from 1989 to 1993;
                             Retail Partner - Lincoln Property Company from
                             1979 to 1989.

John S. Delatour             Managing Director - Western U.S. Operations of the
  (age 40)                   Company since February, 1999; Managing Director - 
                             Pacific Retail Trust from June, 1996 to February 
                             1999; Senior Vice President - Lincoln Property 
                             Company from 1983 to June, 1996.

Robert C. Gillander          Managing Director - Eastern U.S. Investments of the
  (age 45)                   Company since its initial public offering in 
                             October 1993, and Vice President of the
                             Company's predecessor real estate division
                             since 1978.

Bruce M. Johnson             Managing Director and Chief Financial Officer of 
   (age 51)                  the Company since its initial public offering in 
                             October 1993, and Executive Vice President of
                             the Company's predecessor real estate division 
                             since 1979.

Brian M. Smith               Managing Director - Pacific Investments of the 
  (age 44)                   Company since February, 1999;  Managing  Director -
                             Pacific Retail Trust from February, 1997 to 
                             February 1999; Senior Vice President - Lowe
                             Enterprises, Inc. from 1994 to February 1997;
                             Managing Director - Trammell Crow Company from
                             1983 to 1994.

James D. Thompson            Managing Director - Eastern Operations of the 
  (age 42)                   Company since its initial public offering in 
                             October 1993, and Vice President of the Company's
                             predecessor real estate division since 1981.

Lee S. Wielansky             Managing Director - Investments and Director of the
  (age 48)                   Company since March 1998; President and Chief 
                             Executive Officer - Midland Development Group
                             from 1983 to March 1998.



Item 11.   Executive Compensation

Incorporated herein by reference to the Company's definitive proxy statement to
be filed with the Securities and Exchange Commission within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 1999 Annual
Meeting of Shareholders.



Item 12.   Security Ownership of Certain Beneficial Owner and Management

Incorporated herein by reference to the Company's definitive proxy statement to
be filed with the Securities and Exchange Commission within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 1999 Annual
Meeting of Shareholders.



Item 13.   Certain Relationships and Related Transactions

Incorporated herein by reference to the Company's definitive proxy statement to
be filed with the Securities and Exchange Commission within 120 days after the
end of the fiscal year covered by this Form 10-K with respect to its 1999 Annual
Meeting of Shareholders.



                                     PART IV



Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a) Financial Statements and Financial Statement Schedules:

The Company's 1998 financial statements and financial statement schedule,
together with the report of KPMG LLP dated February 1, 1999, except for Note 13
as to which the date is March 1, 1999, are listed on the index immediately
preceding the financial statements at the end of this report.

     (b) Reports on Form 8-K:

None

     (c)  Exhibits:


2.       Agreement and Plan of Merger dated as of September 23, 1998 between
         Regency Realty Corporation and Pacific Retail Trust (incorporated by
         reference to Exhibit 2.1 to the registration statement on Form S-4 of
         Regency Realty Corporation, No. 333-65491)

3.       Articles of Incorporation

          # (i)   Restated Articles of Incorporation of Regency Realty 
                  Corporation as amended.

          #(ii)   Restated Bylaws of Regency Realty Corporation.

4.       (a) See exhibits 3(i) and 3(ii) for provisions of the Articles of
             Incorporation and Bylaws of Regency Realty Corporation defining
             rights of security holders.

         (b) Indenture dated July 20, 1998 between Regency Centers, L.P., the
             guarantors named therein and First Union National Bank, as trustee
             (incorporated by reference to Exhibit 4.1 to the registration
             statement on Form S-4 of Regency Centers, L.P., No. 333-63723).

10.      Material Contracts

          ~*(a)   Regency Realty Corporation 1993 Long Term Omnibus Plan

          ~*(b)   Form of Stock Purchase Award Agreement

          ~*(c)   Form of Management Stock Pledge Agreement, relating to the  
                  Stock Purchase Award Agreement filed as Exhibit 10(b)

          ~*(d)   Form of Promissory Note, relating to the Stock Purchase Award 
                  Agreement filed as Exhibit 10(b)

          ~*(e)   Form of Option Award Agreement for Key Employees

          ~*(f)   Form of Option Award Agreement for Non-Employee Directors

          ~*(g)   Annual Incentive for Management Plan

          ~*(h)   Form of Director/Officer Indemnification Agreement

          ~*(i)   Form of Non-Competition Agreement between Regency Realty 
                  Corporation and Joan W. Stein, Robert L. Stein, Richard W. 
                  Stein, the Martin E. Stein Testamentary Trust A and the 
                  Martin E. Stein Testamentary Trust B.

          ~*(j)   Form of Employment Agreement with Martin E. Stein, Jr.

       ~*** (k)   Form of Employment Agreements entered into with the following 
                  executive officers:

                  (i)      Bruce M. Johnson
                  (ii)     Robert C. Gillander, Jr.
                  (iii)    James D. Thompson

            (l)   The following documents, all dated November 5, 1993,
                  relating to a $51 million loan from Salomon Brothers
                  Inc. to corporations and subsidiaries wholly owned by
                  the Company.

                  **   (i)  Loan  Agreement  between  RSP  IV  Criterion,  Ltd.,
                            Regency Rosewood Temple Terrace, Ltd., Treasure 
                            Coast Investors, Ltd., Landcom Regency Mandarin, 
                            Ltd., RRC FL SPC, Inc., RRC AL SPC, Inc., RRC MS 
                            SPC, Inc., and RRC GA SPC, Inc.(as borrowers) and 
                            RRC Lender, Inc. (as lender)

                  **  (ii)  Promissory Note in the original principal amount of 
                            $51 million 

                  ** (iii)  Undertaking executed by the Registrant and RRC FL 
                            SPC, Inc., RRC AL SPC, Inc., RRC MS SPC, Inc., and 
                            RRC GA SPC, Inc.

                  **  (iv)  Certificate Purchase Agreement between RRC Lender, 
                            Inc. (as seller) and Salomon Brothers, Inc. (as 
                            lender)

            (m)   The following documents relating to the purchase by Security  
                  Capital U.S. Realty and Security Capital Holdings, S.A. of up 
                  to 45% of the Registrant's outstanding common stock:

                  ++   (i)  Stock Purchase Agreement dated June 11, 1996.

                  ++  (ii)  Stockholders' Agreement dated July 10, 1996.

                      +++   (A) First Amendment of Stockholders' Agreement dated
                                February 10, 1997.
                            (B) Amendment No. 2 to Stockholders' Agreement dated
                                December 4, 1997 (incorporated by reference to
                                Exhibit 6.2 to Schedule 13D/A filed by Security 
                                Capital U.S. Realty on December 11, 1997)

                  ++ (iii)  Registration Rights Agreement dated July 10, 1996.

        +  (n)    Stock Grant Plan adopted on January 31, 1994 to grant stock to
                  employees.

        ~@ (o)    Criteria for Restricted Stock Awards under 1993 Long Term 
                  Omnibus Plan.

        ~@ (p)    Form of 1996 Stock Purchase Award Agreement.

        ~@ (q)    Form of 1996 Management Stock Pledge Agreement relating to the
                  Stock Purchase Award Agreement filed as Exhibit 10(p).

        ~@ (r)    Form of Promissory Note relating to 1996 Stock Purchase Award 
                  Agreement filed as Exhibit 10(p).


     +++         Filed as an exhibit to the Company's Form 8-K report filed 
                 March 14, 1997 and incorporated herein by reference.

     @           Filed as an exhibit to the Company's Form 10-K filed March 25, 
                 1997 and incorporated herein by reference.

     @@          Included as an exhibit to the Company's Form 10-Q filed May 15,
                 1997 and incorporated herein by reference.

     @@@         Included as an exhibit to the Company's Form 8-K/A report filed
                 March 19, 1998 and incorporated herein by reference.

     @@@ (s)     Second Amended and Restated Agreement of Limited Partnership of
                 Regency Centers, L.P.

         (t)     Amendment No. 1 to the Second Amended and Restated Agreement of
                 Limited Partnership of Regency Centers, L.P. (incorporated by 
                 reference to Exhibit 3.2 to the  Registration Statement on Form
                 10 of Regency Centers, L.P.)

         (u)     Amended and Restated Credit Agreement dated as of February 26, 
                 1999 by and among Regency Centers, L.P., a Delaware limited 
                 partnership (the "Borrower"), Regency Realty Corporation, a 
                 Florida corporation (the "Parent"), each of the financial 
                 institutions initially a signatory hereto together with their 
                 assignees, (the "Lenders"), and Wells Fargo Bank, National 
                 Association, as contractual representative of the Lenders to 
                 the extent and in the manner provided.

         (v)     Assignment and Acceptance Agreement dated as of February 26, 
                 1999 by and among Regency Centers, L.P., Regency Realty 
                 Corporation and Wells Fargo Bank, National Association, as 
                 Agent.

- -------------------------
~         Management contract or compensatory plan or arrangement filed 
          pursuant to S-K 601(10)(iii)(A).
#         Included as an exhibit to the Company's Form 10-Q filed August 11, 
          1997 and incorporated herein by reference.
*         Included as an exhibit to the Pre-effective Amendment No. 2 to the 
          Company's S-11 filed October 5, 1993, and incorporated herein by 
          reference
**        Included as an exhibit to the Company's Form 10-Q filed December 13, 
          1993, and incorporated herein by reference
***       Included as an exhibit to the Company's Form 10-Q filed November 14, 
          1996, and incorporated herein by reference
+         Included as an exhibit to the Company's Form 10-Q filed May 12, 1994, 
          and incorporated herein by reference
++        Filed as appendices to the Company's definitive proxy statement dated 
          August 2, 1996 and incorporated herein by reference.
+++       Filed as an exhibit to the Company's Form 8-K report filed March 14, 
          1997 and incorporated herein by reference.
@         Filed as an exhibit to the Company's Form 10-K filed March 25, 1997 
          and incorporated herein by reference.
@@        Included as an exhibit to the Company's Form 10-Q filed May 15, 1997 
          and incorporated herein by reference.
@@@       Included as an exhibit to the Company's Form 8-K/A report filed
          March 19, 1998 and incorporated herein by reference.


21.      Subsidiaries of the Registrant

23.      Consent of KPMG LLP

27.      Financial Data Schedule


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                   REGENCY REALTY CORPORATION

Date:    March 12, 1999            By:   /s/ Martin E. Stein, Jr.     
                                      -----------------------------------------
                                      Martin E Stein, Jr., Chairman of the Board
                                      and Chief Executive Officer

Date:    March 12, 1999            By:   /s/ Bruce M. Johnson                 
                                      ------------------------------------------
                                      Bruce M. Johnson, Managing Director and
                                      Principal Financial Officer

Date:    March 12, 1999            By:   /s/ J. Christian Leavitt              
                                      ------------------------------------------
                                      J. Christian Leavitt, Senior Vice 
                                      President, Finance and Principal 
                                      Accounting Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

Date:    March 12, 1999            /s/ Martin E. Stein, Jr.                     
                                   ---------------------------------------------
                                   Martin E. Stein, Jr., Chairman of the Board
                                   and Chief Executive Officer

Date:    March 12, 1999            /s/ Mary Lou Rogers                        
                                   ---------------------------------------------
                                   Mary Lou Rogers, President, Chief Operating
                                   Officer and Director

Date:    March 12, 1999            /s/ Thomas B. Allin                         
                                   ---------------------------------------------
                                   Thomas B. Allin, Director

Date:    March 12, 1999            /s/ Raymond L. Bank                          
                                   ---------------------------------------------
                                   Raymond L. Bank, Director

Date:    March 12, 1999            /s/ A. R. Carpenter                          
                                   ---------------------------------------------
                                   A. R. Carpenter, Director

Date:    March 12, 1999            /s/ Jeffrey A. Cozad                         
                                   ---------------------------------------------
                                   Jeffrey A. Cozad, Director

Date:    March 12, 1999            /s/ J. Dix Druce, Jr.                        
                                   ---------------------------------------------
                                   J. Dix Druce, Jr., Director

Date:    March 12, 1999            /s/ John T. Kelley                          
                                   ---------------------------------------------
                                   John T. Kelley, Director

Date:    March 12, 1999            /s/ Douglas S. Luke                         
                                   ---------------------------------------------
                                   Douglas S. Luke, Director

Date:    March 12, 1999            /s/ John C. Schweitzer                       
                                   ---------------------------------------------
                                   John C. Schweitzer, Director

Date:    March 12, 1999            /s/ Lee Wielansky                            
                                   ---------------------------------------------
                                   Lee Wielansky, Director

Date:    March 12, 1999            /s/ Terry N. Worrell                         
                                   ---------------------------------------------
                                   Terry N. Worrell, Director





<PAGE>

                           REGENCY REALTY CORPORATION


                          INDEX TO FINANCIAL STATEMENTS




Regency Realty Corporation

     Independent Auditors' Report                                            F-2
     Consolidated Balance Sheets as of December 31, 1998 and 1997            F-3
     Consolidated Statements of Operations for the years ended
         December 31, 1998, 1997, and 1996                                   F-4
     Consolidated Statements of Stockholders' Equity for the years ended
         December 31, 1998, 1997 and 1996                                    F-5
     Consolidated Statements of Cash Flows for the years ended
         December 31, 1998, 1997, and 1996                                   F-6
     Notes to Consolidated Financial Statements                              F-8


Financial Statement Schedule

     Independent Auditors' Report on Financial Statement Schedule            S-1

     Schedule III - Regency Realty Corporation Combined Real Estate and
         Accumulated Depreciation - December 31, 1998                        S-2



        All other schedules are omitted because they are not applicable or
        because information required therein is shown in the financial
        statements or notes thereto.



<PAGE>                             F-2


                          Independent Auditors' Report


The Shareholders and Board of Directors
Regency Realty Corporation:


We have audited the accompanying consolidated balance sheets of Regency Realty
Corporation as of December 31, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1998. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Regency Realty
Corporation as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1998 in conformity with generally accepted accounting
principles.



                                    KPMG LLP


Jacksonville, Florida 
February 1, 1999, except for Note 13, 

as to which the date is March 1, 1999



<PAGE>                             F-3


<TABLE>
<CAPTION>

                                              REGENCY REALTY CORPORATION
                                              Consolidated Balance Sheets
                                              December 31, 1998 and 1997

                                                                                     1998                     1997
                                                                                     ----                     ----
<S>                                                                           <C>                             <C>        
Assets
Real estate investments, at cost (notes 2, 5 and 9):
    Land                                                                      $      257,669,018              177,245,784
    Buildings and improvements                                                       925,514,995              622,555,583
    Construction in progress - development for investment                             15,647,659               13,427,370
    Construction in progress - development for sale                                   20,869,915               20,173,039
                                                                               ------------------       ------------------
                                                                                   1,219,701,587              833,401,776
    Less:  accumulated depreciation                                                   58,983,738               40,795,801
                                                                               ------------------       ------------------
                                                                                   1,160,717,849              792,605,975

    Investments in real estate partnerships (note 4)                                  30,630,540                  999,730
                                                                               ------------------       ------------------
         Net real estate investments                                               1,191,348,389              793,605,705

Cash and cash equivalents                                                             19,919,693               16,586,094
Tenant receivables, net of allowance for uncollectible accounts of
    $1,787,686 and $1,162,570 at December 31, 1998 and
    1997, respectively                                                                16,758,917                9,546,584
Deferred costs, less accumulated amortization of $5,295,336 and
    $3,842,914 at December 31, 1998 and 1997, respectively                             6,872,023                4,252,991
Other assets                                                                           5,208,278                2,857,217
                                                                               ------------------       ------------------
                                                                              $    1,240,107,300              826,848,591
                                                                               ==================       ==================

Liabilities and Stockholders' Equity
Liabilities:
    Notes payable (note 5)                                                           430,494,910              229,919,242

    Acquisition and development line of credit (note 5)                              117,631,185               48,131,185
    Accounts payable and other liabilities                                            19,936,424               11,597,232
    Tenants' security and escrow deposits                                              3,110,370                2,319,941
                                                                               ------------------       ------------------
         Total liabilities                                                           571,172,889              291,967,600
                                                                               ------------------       ------------------

Series A preferred units (note 6)                                                     78,800,000                        -
Exchangeable operating partnership units (notes 2 and 6)                              27,834,330               13,777,156
Limited partners' interest in consolidated partnerships                               11,558,618                7,477,182
                                                                               ------------------       ------------------
                                                                                     118,192,948               21,254,338
                                                                               ------------------       ------------------
Stockholders' equity (notes 2, 6, 7 and 8):
    Common stock $.01 par value per share: 150,000,000 shares
       authorized; 25,488,989 and 23,992,037 shares issued and
       outstanding at December 31, 1998 and 1997                                         254,889                  239,920
    Special common stock - 10,000,000 shares authorized:
       Class B $.01 par value per share, 2,500,000
       shares issued and outstanding                                                      25,000                   25,000
    Additional paid in capital                                                        578,466,708             535,498,878
    Distributions in excess of net income                                            (19,395,744)             (20,494,893)
    Stock loans                                                                       (8,609,390)              (1,642,252)
                                                                               ------------------       ------------------
         Total stockholders' equity                                                  550,741,463              513,626,653
                                                                               ------------------       ------------------

Commitments and contingencies (notes 9, 10 and 13)

                                                                              $    1,240,107,300              826,848,591
                                                                               ==================       ==================
</TABLE>


    See accompanying notes to consolidated financial statements.


<PAGE>                             F-4


<TABLE>
<CAPTION>

                                                                REGENCY REALTY CORPORATION
                                                             Consolidated Statements of Operations
                                                      Years ended December 31, 1998, 1997 and 1996



                                                                       1998                 1997                1996
                                                                       ----                 ----                ----
<S>                                                             <C>                         <C>                 <C>       
Revenues:
    Minimum rent (note 9)                                       $     103,365,322           70,102,765          34,705,905
    Percentage rent                                                     3,012,105            2,151,379             997,981
    Recoveries from tenants                                            24,109,519           16,600,925           7,729,404
    Management, leasing and brokerage fees                             11,862,784            8,447,615           3,444,287
    Equity in income of investments in
       real estate partnerships (note 4)                                  946,271               33,311              69,990
                                                                  ----------------     ----------------    ----------------
         Total revenues                                               143,296,001           97,335,995          46,947,567
                                                                  ----------------     ----------------    ----------------

Operating expenses:
    Depreciation and amortization                                      25,046,001           16,303,159           8,058,643
    Operating and maintenance                                          18,455,672           14,212,555           7,655,934
    General and administrative                                         15,064,148            9,963,926           6,048,140
    Real estate taxes                                                  12,388,521            8,691,576           4,409,460
                                                                  ----------------     ----------------    ----------------
         Total operating expenses                                      70,954,342           49,171,216          26,172,177
                                                                  ----------------     ----------------    ----------------

Interest expense (income):
    Interest expense                                                   28,786,431           19,667,483          11,476,555
    Interest income                                                    (1,957,575)          (1,000,227)           (666,031)
                                                                  ----------------     ----------------    ----------------
         Net interest expense                                          26,828,856           18,667,256          10,810,524
                                                                  ----------------     ----------------    ----------------

         Income before minority interests and sale
            of real estate investments                                 45,512,803           29,497,523           9,964,866

Gain on sale of real estate investments                                10,725,975              450,902                   -
                                                                  ----------------     ----------------    ----------------

         Income before minority interest                               56,238,778           29,948,425           9,964,866

Minority interest of exchangeable partnership units                    (1,826,273)          (2,041,823)                  -
Minority interest of limited partners                                    (464,098)            (504,947)                  -
Minority interest preferred unit distribution                          (3,358,333)                   -                   -
                                                                  ----------------     ----------------    ----------------

         Net income                                                    50,590,074           27,401,655           9,964,866
Preferred stock dividends                                                       -                    -             (57,721)
                                                                  ----------------     ----------------    ----------------

         Net income for common stockholders                     $      50,590,074           27,401,655           9,907,145
                                                                  ================     ================    ================

Net income per share (note 7):
         Basic                                                  $            1.80                 1.28                0.82
                                                                  ================     ================    ================

         Diluted                                                $            1.75                 1.23                0.82
                                                                  ================     ================    ================

</TABLE>


See accompanying notes to consolidated financial statements


<PAGE>                             F-5


<TABLE>
<CAPTION>

                                                          REGENCY REALTY CORPORATION
                                                 Consolidated Statements of Stockholders' Equity
                                                  Years ended December 31, 1998, 1997 and 1996


                                                                  Class B   Additional    Distributions                 Total
                                         Preferred      Common    Common     Paid In      in excess of      Stock     Stockholders'
                                           Stock        Stock     Stock      Capital       Net Income       Loans       Equity
                                         -----------  ---------  --------  -------------  ------------  ------------ --------------
<S>                                    <C>              <C>       <C>       <C>            <C>           <C>          <C>        
Balance at
     December 31, 1995                 $  1,916,268     67,287    25,000    155,221,241    (8,073,188)   (2,150,034)  147,006,574
Common stock issued to
     SC-USREALTY (note 6)                         -     36,518         -     63,373,745             -             -    63,410,263
Common stock issued as
     compensation, purchased by
     directors or officers, or issued
     under stock options                          -      1,401         -      2,570,506             -    (1,273,000)    1,298,907
Series A Preferred stock converted
     to common stock                     (1,916,268)       943         -      1,915,339             -             -            14
Partial forgiveness of
     stock loans                                  -          -         -              -             -       918,601       918,601
Cash dividends declared:
     Preferred stock                              -          -         -              -       (57,721)            -       (57,721)
     Common stock, $1.62 per share                -          -         -              -   (15,815,727)            -   (15,815,727)
Net income                                        -          -         -              -     9,964,866             -     9,964,866
                                         -----------  ---------  --------  -------------  ------------  ------------ -------------
Balance at
     December 31, 1996                 $          -    106,149    25,000    223,080,831   (13,981,770)   (2,504,433)  206,725,777
Common stock issued to
     SC-USREALTY (note 6)                         -     75,135         -    158,475,802             -             -   158,550,937
Common stock issued in
     secondary offering, net                      -     25,448         -     65,487,586             -             -    65,513,034
Common stock issued as
     compensation, purchased by
     directors or officers, or issued
     under stock options                          -      1,359         -      3,026,241             -             -     3,027,600
Common stock issued for
     partnership units redeemed                   -     30,271         -     81,246,827             -             -    81,277,098
Common stock issued to
     acquire real estate (note 2)                 -      1,558         -      4,181,591             -             -     4,183,149
Partial forgiveness or
     repayment of stock loans                     -          -         -              -             -       862,181       862,181
Cash dividends declared:
     Common stock, $1.68 per share                -          -         -              -   (33,914,778)            -   (33,914,778)
Net income                                        -          -         -              -    27,401,655             -    27,401,655
                                         -----------  ---------  --------  -------------  ------------  ------------ -------------
Balance at
     December 31, 1997                 $          -    239,920    25,000    535,498,878   (20,494,893)   (1,642,252)  513,626,653
Common stock issued to
     SC-USREALTY (note 6)                         -      4,358         -      9,637,208             -             -     9,641,566
Common stock issued as
     compensation, purchased by
     directors or officers, or issued
     under stock options                          -      4,208         -     10,746,701             -    (7,409,151)    3,341,758
Common stock issued for
     partnership units redeemed                   -        752         -      1,670,631             -             -     1,671,383
Common stock issued to
     acquire real estate (note 2)                 -      5,651         -     14,263,472             -             -    14,269,123
Reallocation of minority interest                 -          -         -      6,649,818             -             -     6,649,818
Partial forgiveness or
     repayment of stock loans                     -          -         -              -             -       442,013       442,013
Cash dividends declared:
     Common stock, $1.76 per share                -          -         -              -   (49,490,925)            -   (49,490,925)
Net income                                        -          -         -              -    50,590,074             -    50,590,074
                                         -----------  ---------  --------  -------------  ------------  ------------ -------------
Balance at
     December 31, 1998                 $          -    254,889    25,000    578,466,708   (19,395,744)   (8,609,390)  550,741,463
                                         ===========  =========  ========  =============  ============  ============ =============

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>                             F-6


<TABLE>
<CAPTION>

                                                            REGENCY REALTY CORPORATION
                                                      Consolidated Statements of Cash Flows
                                                  Years Ended December 31, 1998, 1997 and 1996


                                                                             1998                1997                1996
                                                                             ----                ----                ----
<S>                                                                    <C>                     <C>                 <C>      
Cash flows from operating activities:
    Net income                                                         $     50,590,074          27,401,655           9,964,866
    Adjustments to reconcile net income to net
      Cash provided by operating activities:
          Depreciation and amortization                                      25,046,001          16,303,159           8,058,643
          Deferred financing cost and debt premium amortization                (822,276)            907,224             699,424
          Stock based compensation                                            2,422,547           2,561,139           2,940,414
          Minority interest of redeemable partnership units                   1,826,273           2,041,823                   -
          Minority interest preferred unit distribution                       3,358,333                   -                   -
          Minority interest of limited partners                                 464,098             504,947                   -
          Equity in income of investments in real estate partnerships          (946,271)            (33,311)            (69,990)
          Gain on sale of real estate investments                           (10,725,975)           (450,902)                  -
          Changes in assets and liabilities:
              Tenant receivables                                             (5,143,938)         (3,596,964)         (2,660,656)
              Deferred leasing commissions                                   (2,337,253)         (1,120,184)           (585,889)
              Other assets                                                   (4,059,535)         (1,641,108)         (1,019,637)
              Tenants' security deposits                                        517,396             480,743             405,158
              Accounts payable and other liabilities                          4,811,991            (314,001)         (1,728,414)
                                                                        ----------------   -----------------   -----------------
                 Net cash provided by operating activities                   65,001,465          43,044,220          16,003,919
                                                                        ----------------   -----------------   -----------------

Cash flows from investing activities:
     Acquisition and development of real estate                            (229,348,139)       (162,244,207)       (102,933,980)
     Investment in real estate partnerships                                 (29,068,392)                  -            (881,309)
     Capital improvements                                                    (8,325,492)         (5,226,138)         (2,898,250)
     Construction in progress for sale, net of reimbursement                   (696,876)        (23,776,953)         (3,360,206)
     Proceeds from sale of real estate investments                           30,662,197           2,645,229                   -
     Distributions received from real estate partnership investments            383,853              68,688             231,581
                                                                        ----------------   -----------------   -----------------
                 Net cash used in investing activities                     (236,392,849)       (188,533,381)       (109,842,164)
                                                                        ----------------   -----------------   -----------------

Cash flows from financing activities:
     Net proceeds from common stock issuance                                 10,225,529         225,094,980          63,617,263
     Proceeds from issuance of partnership units                                  7,694           2,255,140                   -
     Distributions to partnership unit holders                               (2,023,132)         (1,954,375)            (16,846)
     Contributions from limited partners in consolidated partnerships         4,289,995                   -                   -
     Net distributions to limited partners in consolidated partnerships        (672,656)         (1,124,480)                  -
     Distributions to preferred unit holders                                 (3,358,333)                  -                   -
     Dividends paid to stockholders                                         (49,490,925)        (33,914,778)        (16,179,518)
     Net proceeds from issuance of Series A  preferred units                 78,800,000                   -                   -
     Net proceeds from term notes                                            99,758,000                   -                   -
     Proceeds (repayment) of acquisition and development
        line of credit, net                                                  69,500,000         (25,570,000)         51,361,382
     Proceeds from mortgage loans payable                                     7,345,000          15,972,920           1,518,331
     Repayment of mortgage loans payable                                    (37,354,368)        (26,408,932)           (808,068)
     Deferred financing costs                                                (2,301,821)           (568,449)           (762,771)
                                                                        ----------------   -----------------   -----------------
                 Net cash provided by financing activities                  174,724,983         153,782,026          98,729,773
                                                                        ----------------   -----------------   -----------------

                 Net increase in cash and cash equivalents                    3,333,599           8,292,865           4,891,528

Cash and cash equivalents at beginning of year                               16,586,094           8,293,229           3,401,701
                                                                        ----------------   -----------------   -----------------

Cash and cash equivalents at end of year                               $     19,919,693          16,586,094           8,293,229
                                                                        ================   =================   =================

Supplemental disclosure of cash flow information - cash paid 
   for interest (net of capitalized interest of approximately 
   $3,417,000, $1,896,000 and $381,000 in 1998, 1997 and 1996, 
   respectively)                                                       $     24,693,895          18,631,091          10,598,841
                                                                        ================   =================   =================

Supplemental disclosure of non-cash transactions:
  Mortgage loans assumed to acquire  real estate                       $    132,832,342         142,448,966           3,918,752
                                                                        ================   =================   =================

  Exchangeable operating partnership units and common
     stock issued to acquire real estate                               $     37,023,849          96,380,706             525,332
                                                                        ================   =================   =================

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>                             F-8

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                               December 31, 1998



1.     Summary of Significant Accounting Policies

       (a)    Organization and Principles of Consolidation

              The accompanying consolidated financial statements include the
              accounts of Regency Realty Corporation, its wholly owned qualified
              REIT subsidiaries, and its majority owned or controlled
              subsidiaries and partnerships (the "Company" or "Regency"). All
              significant intercompany balances and transactions have been
              eliminated in the consolidated financial statements. The Company
              owns approximately 96% of the outstanding common units of Regency
              Centers, L.P. ("RCLP" or the "Partnership" formerly known as
              Regency Retail Partnership, L.P.) and partnership interests
              ranging from 51% to 93% in five majority owned real estate
              partnerships (the "Majority Partnerships"). The equity interests
              of third parties held in RCLP and the Majority Partnerships are
              included in the consolidated financial statements as exchangeable
              operating partnership units and limited partners' interests in
              consolidated partnerships, respectively. The Company is a
              qualified real estate investment trust ("REIT") which began
              operations in 1993.

        (b)   Revenues

              The Company leases space to tenants under agreements with varying
              terms. Leases are accounted for as operating leases with minimum
              rent recognized on a straight-line basis over the term of the
              lease regardless of when payments are due. Accrued rents are
              included in tenant receivables. Minimum rent has been adjusted to
              reflect the effects of recognizing rent on a straight line basis.

              Substantially all of the lease agreements contain provisions which
              provide additional rents based on tenants' sales volume
              (contingent or percentage rent) or reimbursement of the tenants'
              share of real estate taxes and certain common area maintenance
              (CAM) costs. These additional rents are reflected on the accrual
              basis. On May 22, 1998, the Emerging Issues Task Force (EITF) 
              reached a consensus on Issue 98-9 "Accounting for Contingent Rent 
              in Interim Financial Periods". The EITF has stated that lessors 
              should defer recognition of contingent rent that is based on 
              meeting specified targets until those specified targets are met 
              and not ratably throughout the year. The Company has previously 
              recognized contingent rent ratably over the year based on the 
              historical trends of its tenants. Although the EITF subsequently 
              reversed its original consensus related to contingent rent, the 
              Company has adopted the provisions of Issue 98-9 prospectively and
              has ceased the recognition of contingent rents until such time as 
              its tenants have achieved their specified target. The effect of 
              the adoption was not material to the financial statements during 
              1998, since most of the Company's tenants had met their specified 
              targets prior to year end and contingent rents were appropriately
              recognized.

              Management, leasing, brokerage and development fees are recognized
              as revenue when earned.


<PAGE>                             F-9


                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998



       (c)    Real Estate Investments

              Land, buildings and improvements are recorded at cost. All direct
              and indirect costs clearly associated with the acquisition,
              development and construction of real estate projects owned by the
              Company are capitalized as buildings and improvements except for
              operating properties acquired. Effective March 19, 1998, the EITF
              ruled in Issue 97-11, "Accounting for Internal Costs Relating to
              Real Estate Property Acquisitions", that only internal costs of
              identifying and acquiring non-operating properties that are
              directly identifiable with the acquired properties should be
              capitalized, and that all internal costs associated with
              identifying and acquiring operating properties should be expensed
              as incurred. The Company had previously capitalized direct costs
              associated with the acquisition of operating properties as a cost
              of the real estate. The Company has adopted EITF 97-11 effective
              March 19, 1998. During 1997, the Company capitalized approximately
              $1.5 million of internal costs related to acquiring operating
              properties. Through the effective date of EITF 97-11, the Company
              has capitalized $855,000 of internal acquisition costs. For the
              remainder of 1998, the Company incurred approximately $1.5 million
              of internal costs related to acquiring operating properties which
              was expensed.

              Maintenance and repairs which do not improve or extend the useful
              lives of the respective assets are reflected in operating and
              maintenance expense. The property cost includes the capitalization
              of interest expense incurred during construction in accordance
              with generally accepted accounting principles.

              Depreciation is computed using the straight line method over
              estimated useful lives up to forty years for buildings and
              improvements, term of lease for tenant improvements, and five to
              seven years for furniture and equipment.

       (d)    Income Taxes

              The Company qualifies and intends to continue to qualify as a REIT
              under the Internal Revenue Code. As a REIT, the Company is allowed
              to reduce taxable income by all or a portion of its distributions
              to stockholders. As distributions have exceeded taxable income, no
              provision for federal income taxes has been made in the
              accompanying consolidated financial statements.

              Earnings and profits, which determine the taxability of dividends
              to stockholders, differ from net income reported for financial
              reporting purposes primarily because of different depreciable
              lives and bases of rental properties and differences in the timing
              of recognition of earnings upon disposition of properties.

              Regency Realty Group, Inc., the Company's management company
              subsidiary ("RRG"), is subject to Federal and State income taxes
              and files separate tax returns. RRG had taxable income of
              $1,052,233, $918,763 and $0 for the years ended December 31, 1998,
              1997 and 1996, respectively. RRG incurred Federal and State income
              tax of $344,833 and $327,021 in 1998 and 1997, respectively, and
              paid no tax in 1996.



<PAGE>                             F-10

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998



         (d)  Income Taxes (continued)

              At December 31, 1998 and 1997, the net book basis of real estate
              assets exceeds the tax basis by approximately $122 million and
              $39.6 million, respectively, primarily due to the difference
              between the cost basis of the assets acquired and their carryover
              basis recorded for tax purposes.

              The following summarizes the tax status of dividends paid during
              the years ended December 31 (unaudited):

                                              1998          1997         1996
                                              ----          ----         ----

                 Dividend per share          $1.76          1.68         1.62
                 Ordinary income               71%           85%          77%
                 Capital gain                   2%             -            -
                 Return of capital             27%           15%          23%

        (e)   Deferred Costs

              Deferred costs consist of internal and external commissions
              associated with leasing the rental property and loan costs
              incurred in obtaining financing which are limited to initial
              direct and incremental costs. The net leasing commission balance
              was $3.3 and $1.7 million at December 31, 1998 and 1997,
              respectively. The net loan cost balance was $3.5 and $2.5 million
              at December 31, 1998 and 1997, respectively. Such costs are
              deferred and amortized over the terms of the respective leases and
              loans.

       (f)    Earnings Per Share

              The Company applies the provisions of Statement of Financial
              Accounting Standards ("SFAS") No. 128, "Earnings per Share" to the
              computation, presentation, and disclosure requirements of earnings
              per share. Basic net income per share of common stock is computed
              based upon the weighted average number of common shares
              outstanding during the year. Diluted net income per share also
              includes common share equivalents for stock options, exchangeable
              partnership units, and Class B common stock when dilutive. See
              note 7 for the calculation of earnings per share.

       (g)    Cash and Cash Equivalents

              Any instruments which have an original maturity of ninety days or
              less when purchased are considered cash equivalents.

       (h)    Estimates

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires the Company's
              management to make estimates and assumptions that affect the
              reported amounts of assets and liabilities, and disclosure of
              contingent assets and liabilities, at the date of the financial
              statements and the reported amounts of revenues and expenses
              during the reporting period. Actual results could differ from
              those estimates.


<PAGE>                             F-11

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998


       (i)    Impairment of Long-Lived Assets

              The Company applies the provisions of SFAS No. 121, "Accounting
              for the Impairment of Long-Lived Assets and for Long-Lived Assets
              to be Disposed Of". This Statement requires that long-lived assets
              and certain identifiable intangibles be reviewed for impairment
              whenever events or changes in circumstances indicate that the
              carrying amount of an asset may not be recoverable. Recoverability
              of assets to be held and used is measured by a comparison of the
              carrying amount of an asset to future net cash flows expected to
              be generated by the asset. If such assets are considered to be
              impaired, the impairment to be recognized is measured by the
              amount by which the carrying amount of the assets exceed the fair
              value of the assets. Adoption of this Statement did not have a
              material impact on the Company's financial position, results of
              operations, or liquidity.

       (j)    Stock Option Plan

              The Company applies the provisions of SFAS No. 123, "Accounting
              for Stock Based Compensation", which allows companies a choice in
              the method of accounting for stock options. Entities may recognize
              as expense over the vesting period the fair value of all
              stock-based awards on the date of grant or SFAS No. 123 also
              permits entities to continue to apply the provisions of APB
              Opinion No. 25 and provide pro forma net income and pro forma
              earnings per share disclosures for employee stock option grants
              made as if the fair-value-based method defined in SFAS No. 123 had
              been applied. APB Opinion No. 25 "Accounting for Stock Issued to
              Employees", and related interpretations states that compensation
              expense would be recorded on the date of grant only if the current
              market price of the underlying stock exceeded the exercise price.
              The Company has elected to continue to apply the provisions of APB
              Opinion No. 25 and provide the pro forma disclosure provisions of
              SFAS No. 123.

       (k)    Statement of Financial Accounting Standards No. 131


              The FASB issued Statement of Financial Accounting Standards No.
              131, "Disclosures about Segments of an Enterprise and Related
              Information" ("FAS 131"), which is effective for fiscal years
              beginning after December 15, 1997. FAS 131 establishes standards
              for the way that public business enterprises report information
              about operating segments in annual financial statements and
              requires that those enterprises report selected information about
              operating segments in interim and annual financial reports. The
              Company adopted FAS 131 as disclosed in note 3.

        (l)   Reclassifications

              Certain reclassifications have been made to the 1997 amounts to
              conform to classifications adopted in 1998.



<PAGE>                             F-12


                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998



2.     Acquisitions of Shopping Centers

       During 1998, the Company acquired 31 shopping centers fee simple
       for approximately $355.9 million and also invested $28.4 million in 12
       joint ventures ("JV Properties"), for a total investment of $384.3
       million in 43 shopping centers ("1998 Acquisitions"). Included in the
       1998 Acquisitions are 32 shopping centers acquired from various entities
       comprising the Midland Group ("Midland"). Of the 32 Midland centers, 31
       are anchored by Kroger, and 12 are owned through joint ventures in which
       the Company's ownership interest is 50% or less. The Company's investment
       in the properties acquired from Midland is $236.6 million at December 31,
       1998. The Company expects to acquire all of the interests in two of the
       JV Properties for approximately $20.3 million during 1999 which will
       increase its total investment in the Midland properties to $256.9
       million. In addition, during 1999 and 2000, the Company may pay
       contingent consideration of up to an estimated $23 million, through the
       issuance of Partnership units and the payment of cash. The amount of such
       consideration, if issued, will depend on the satisfaction of certain
       performance criteria relating to the assets acquired from Midland.
       Transferors who received cash at the initial Midland closing will receive
       contingent future consideration in cash rather than units.

       The Company acquired 35 shopping centers during 1997 (the "1997
       Acquisitions") for approximately $395.7 million. Included in the 1997
       Acquisitions are 26 shopping centers acquired from Branch Properties
       ("Branch") for $232.4 million. During 1998, the Company issued 721,997
       additional Units and shares of common stock valued at $18.2 million to
       Branch as contingent consideration for the satisfaction of certain
       performance criteria of the properties acquired. The Company expects to
       issue the remaining contingent consideration, 298,064 Units, during 1999.

       The operating results of the 1998 and 1997 Acquisitions are included in 
       the Company's consolidated financial statements from the date each 
       property was acquired. The following unaudited pro forma information
       presents the consolidated results of operations as if all 1998 and 1997
       Acquisitions had occurred on January 1, 1997. Such pro forma information
       reflects adjustments to 1) increase depreciation, interest expense, and
       general and administrative costs, 2) remove the office buildings sold,
       and 3) adjust the weighted average common shares, and common equivalent
       shares outstanding issued to acquire the properties. Pro forma revenues
       would have been $156.4 and $144.4 million in 1998 and 1997, respectively.
       Pro forma net income for common stockholders would have been $44.5 and
       $28.0 million in 1998 and 1997, respectively. Pro forma basic net income
       per share would have been $1.55 and $1.31 in 1998 and 1997, respectively.
       Pro forma diluted net income per share would have been $1.52 and $1.22,
       in 1998 and 1997, respectively. This data does not purport to be
       indicative of what would have occurred had the Acquisitions been made on
       January 1, 1997, or of results which may occur in the future.



<PAGE>                             F-13


                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998



3.     Segments

       The Company was formed, and currently operates, for the purpose of 1)
       operating and developing Company owned retail shopping centers (Retail
       segment), and 2) providing services including property management,
       leasing, brokerage, and construction and development management for
       third-parties (Service operations segment). The Company had previously
       operated four office buildings, all of which have been sold during 1998
       and 1997 (Office buildings segment). The Company's reportable segments
       offer different products or services and are managed separately because
       each requires different strategies and management expertise. There are no
       material inter-segment sales or transfers.

       The Company assesses and measures operating results starting with Net
       Operating Income for the Retail and Office Buildings segments and Income
       for the Service operations segment and converts such amounts into a
       performance measure referred to as Funds From Operations (FFO). The
       operating results for the individual retail shopping centers have been
       aggregated since all of the Company's shopping centers exhibit highly
       similar economic characteristics as neighborhood shopping centers, and
       offer similar degrees of risk and opportunities for growth. FFO as
       defined by the National Association of Real Estate Investment Trusts
       consists of net income (computed in accordance with generally accepted
       accounting principles) excluding gains (or losses) from debt
       restructuring and sales of income producing property held for investment,
       plus depreciation and amortization of real estate, and adjustments for
       unconsolidated investments in real estate partnerships and joint
       ventures. The Company considers FFO to be the industry standard for
       reporting the operations of real estate investment trusts ("REITs").
       Adjustments for investments in real estate partnerships are calculated to
       reflect FFO on the same basis. While management believes that FFO is the
       most relevant and widely used measure of the Company's performance, such
       amount does not represent cash flow from operations as defined by
       generally accepted accounting principles, should not be considered an
       alternative to net income as an indicator of the Company's operating
       performance, and is not indicative of cash available to fund all cash
       flow needs. Additionally, the Company's calculation of FFO, as provided
       below, may not be comparable to similarly titled measures of other REITs.

       The accounting policies of the segments are the same as those described
       in note 1. The revenues, FFO, and assets for each of the reportable
       segments are summarized as follows for the years ended as of December 31,
       1998, 1997, and 1996. Non-segment assets to reconcile to total assets
       include cash, accounts receivable and deferred financing costs.



<PAGE>                             F-14

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998


3.     Segments (continued)

<TABLE>
<CAPTION>

                                                                        1998             1997             1996
                                                                        ----             ----             ----
          <S>                                                   <C>                     <C>             <C>       
          Revenues:
           Retail segment                                       $      130,900,785       84,203,386      39,004,931
           Service operations segment                                   11,862,784        8,447,615       3,444,287
           Office buildings segment                                        532,432        4,684,994       4,498,349
                                                                   ================ ================ =================
              Total revenues                                    $      143,296,001       97,335,995      46,947,567
                                                                   ================ ================ =================

          Funds from Operations:
           Retail segment net operating income                  $      100,239,863       63,056,124      28,652,114
           Service operations segment income                            11,862,784        8,447,615       3,444,287
           Office buildings segment net operating income                   349,161        2,928,125       2,785,772

           Adjustments to calculate consolidated FFO:
             Interest expense                                         (28,786,431)     (19,667,483)    (11,476,555)
             Interest income                                             1,957,575        1,000,227         666,031
             Earnings from recurring land sales                            901,853                -               -
             General and administrative                               (15,064,148)      (9,963,926)     (6,048,140)
             Non-real estate depreciation                                (679,740)        (406,113)        (49,200)
             Minority interests of limited partners                      (464,098)        (504,947)               -
             Minority interests in depreciation
              and amortization                                           (526,018)        (285,280)               -
             Share of joint venture depreciation
              and amortization                                             688,686           59,038          39,626
             Dividends on preferred shares and units                   (3,358,333)                0        (57,721)
                                                                   ---------------- ---------------- -----------------
               Funds from Operations                                    67,121,154       44,663,380      17,956,214
                                                                   ---------------- ---------------- -----------------

            Reconciliation to net income for common
             stockholders:
             Real estate related depreciation
              and amortization                                        (24,366,261)     (15,897,046)     (8,009,443)
             Minority interests in depreciation
              and amortization                                             526,018          285,280               -
             Share of joint venture depreciation
              and amortization                                           (688,686)         (59,038)        (39,626)
             Earnings from property  sales                               9,824,122          450,902               -
             Minority interests of exchangeable
               partnership units                                       (1,826,273)      (2,041,823)               -
                                                                   ---------------- ---------------- -----------------

               Net income available for common
                  stockholders                                  $       50,590,074       27,401,655       9,907,145
                                                                   ================ ================ =================

                                                                                        As of December 31
         Assets (in thousands):                                            1998             1997             1996
         ----------------------                                            ----             ----             ----

           Retail segment                                       $        1,170,478          754,174         342,900
           Service operations segment                                       20,870           20,173           1,695
           Office buildings segment                                              -           19,258          21,559
           Cash and other assets                                            48,759           33,244          20,370
                                                                   ================ ================ =================
             Total assets                                       $        1,240,107          826,849         386,524
                                                                   ================ ================ =================
</TABLE>



<PAGE>                             F-15

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998


4.     Investments in Real Estate Partnerships

       The Company accounts for all investments in which it owns less than 50%
       and does not have controlling financial interest, using the equity
       method. The Company's combined investment in these partnerships was $30.6
       million and $999,730 at December 31, 1998 and 1997, respectively. Net
       income is allocated in accordance with each of the partnership
       agreements.

5.     Notes Payable and Acquisition and Development Line of Credit

       The Company's outstanding debt at December 31, 1998 and 1997 consists of
       the following (in thousands):

                                                       1998             1997
                                                       ----             ----
         Notes Payable:
          Fixed rate mortgage loans               $    298,148         199,078
          Variable rate mortgage loans                  11,051          30,841
          Fixed rate unsecured loans                   121,296               -
                                                       -------         -------
             Total notes payable                       430,495         229,919
         Acquisition and development 
          line of credit                               117,631          48,131
                                                       -------         -------
              Total                               $    548,126         278,050
                                                       =======         =======

       The Company has an acquisition and development line of credit (the
       "Line") which provides for a commitment up to $300 million, and
       incorporates a competitive bid facility of up to $150 million of the
       commitment amount. Maximum availability under the Line is based on the
       discounted value of a pool of eligible unencumbered assets less the
       amount of the Company's outstanding unsecured liabilities. The Line,
       which is unsecured, matures in May 2000, but may be extended annually for
       one year periods. Borrowings under the Line bear interest at a variable
       rate based on LIBOR plus a specified spread, (.875% currently), which is
       dependent on the Company's investment grade rating. The interest rate on
       the Line was 6.56% at December 31, 1998. The Company's ratings are
       currently Baa2 from Moody's Investor Service, BBB from Duff and Phelps,
       and BBB- from Standard and Poors. The Company is required to comply, and
       is in compliance, with certain financial covenants customary with this
       type of unsecured financing. The Line is used primarily to finance the
       acquisition and development of real estate, but is also available for
       general working capital purposes.

       On July 17, 1998 the Company through RCLP, completed a $100 million 
       offering of seven year term notes at an effective interest rate
       of 7.17%. The Notes were priced at 162.5 basis points over the current
       yield for seven year US Treasury Bonds. The notes are unsecured and
       mature on July 15, 2005. The net proceeds of the offering were used to
       repay borrowings under the Line.


       Mortgage loans are secured by certain real estate properties, but
       generally may be prepaid subject to a prepayment of a yield-maintenance
       premium. Mortgage loans are generally due in monthly installments of
       interest and principal and mature over various terms through 2018.
       Variable interest rates on mortgage loans are currently based on LIBOR
       plus a spread in a range of 125 basis points to 150 basis points. Fixed
       interest rates on mortgage loans range from 7.04% to 9.8%.


<PAGE>                             F-16

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998


5.     Notes Payable and Acquisition and Development Line of Credit (continued)

       During 1998, the Company assumed mortgage loans with a fair value of
       $132.8 million related to the acquisition of shopping centers, which
       includes debt premiums of $12.4 million based upon the above market
       interest rates of the debt instruments. Debt premiums are being amortized
       over the terms of the related debt instruments.

       As of December 31, 1998, scheduled principal repayments on notes payable
       and the Line were as follows (in thousands):


                                    
                                      Scheduled 
            Scheduled                 Principal       Term Loan         Total
            Payments by Year          Payments        Maturities       Payments
            ----------------          ---------       ----------       --------

            1999                      $  3,771          21,579          25,350
            2000                         3,996         174,674         178,670
            2001                         3,911          41,928          45,839
            2002                         3,098          44,117          47,215
            2003                         2,914          13,291          16,205
            Beyond 5 Years              17,811         206,607         224,418
            Net unamortized debt        
                payments                     -          10,429          10,429
                                       -------         -------         -------
              Total                   $ 35,501         512,625         548,126
                                       =======         =======         =======


       Unconsolidated partnerships and joint ventures had mortgage loans payable
       of $76.7 million at December 31, 1998, and the Company's proportionate
       share of these loans was $34.4 million.

       The fair value of the Company's notes payable and Line are estimated
       based on the current rates available to the Company for debt of the same
       remaining maturities. Variable rate notes payable, and the Company's
       Line, are considered to be at fair value since the interest rates on such
       instruments reprice based on current market conditions. Notes payable
       with fixed rates, that have been assumed in connection with acquisitions,
       are recorded in the accompanying financial statements at fair value. The
       Company considers the carrying value of all other fixed rate notes
       payable to be a reasonable estimation of their fair value based on the
       fact that the rates of such notes are similar to rates available to the
       Company for debt of the same terms.

6.     Stockholders' Equity

       On June 11, 1996, the Company entered into a Stockholders Agreement (the
       "Agreement") with SC-USREALTY granting it certain rights such as
       purchasing common stock, nominating representatives to the Company's 
       Board of Directors, and subjecting SC-USREALTY to certain restrictions 
       including voting and ownership restrictions. The Agreement primarily 
       granted SC-USREALTY (i) the right to acquire 7,499,400 shares for 
       approximately $132 million and also participation rights entitling it
       to purchase additional equity in the Company, at the same price as that
       offered to other purchasers, each time that the Company sells additional
       shares of capital stock or options or other rights to acquire capital
       stock, in order to preserve SC-USREALTY's pro rata ownership position;
       and (ii) the right to nominate a



<PAGE>                             F-17

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998



6.     Stockholders' Equity (continued)


       proportionate number of directors on the Company's Board, rounded down 
       to the nearest whole number, based upon SC-USREALTY's percentage 
       ownership of outstanding common stock (but not to exceed 49% of the 
       Board). SC-USREALTY has acquired all of the 7,499,400 shares
       related to the Agreement. In connection with the Units and shares of
       common stock issued in exchange for Branch's assets. SC-USREALTY acquired
       1,750,000 shares during August and December, 1997 at $22.125 per share in
       accordance with their rights as provided for in the Agreement. In
       connection with the Units and shares of common stock issued for Branch in
       March 1998, SC-USREALTY acquired 435,777 shares at $22.125 per share in
       accordance with their rights as provided for in the Agreement. The
       acquisition of Branch is discussed further in note 2.

       For a period of at least five years (subject to certain exceptions),
       SC-USREALTY is precluded from, among other things, (i) acquiring more
       than 45% of the outstanding common stock on a diluted basis, (ii)
       transferring shares without the Company's approval in a negotiated
       transaction that would result in any transferee beneficially owning more
       than 9.8% of the Company's capital stock, or (iii) acting in concert with
       any third parties as part of a 13D group. Subject to certain exceptions,
       SC-USREALTY is required to vote its shares either as recommended by the
       Board of Directors or proportionately in accordance with the vote of the
       other stockholders.

       On July 11, 1997, the Company sold 2,415,000 shares to the public at
       $27.25 per share. In connection with that offering, SC-USREALTY purchased
       an additional 1,785,000 shares at $27.25 directly from the Company. On
       August 11, 1997, the Underwriters exercised the over-allotment option and
       the Company issued an additional 129,800 shares to the public and 95,939
       shares to SC-USREALTY at $27.25 per share. Total proceeds from the sale
       of common stock to the public and SC-USREALTY of approximately $117
       million net of offering expenses was used to reduce the balance of the
       Line.

       In connection with the acquisition of shopping centers, RCLP has issued
       Exchangeable Operating Partnership Units to limited partners convertible
       on a one for one basis into shares of common stock of the Company. There
       are currently 1,361,396 Exchangeable Operating Partnership Units
       outstanding.


       On June 29, 1998, the Company through RCLP issued $80 million of 8.125% 
       Series A Cumulative Redeemable Preferred Units ("Series A Preferred 
       Units") to an institutional investor in a private placement.  The 
       issuance involved the sale of 1.6 million Series A Preferred Units
       for $50.00 per unit. The Series A Preferred Units, which may be called by
       the Partnership at par on or after June 25, 2003, have no stated maturity
       or mandatory redemption, and pay a cumulative, quarterly dividend at an
       annualized rate of 8.125%. At any time after June 25, 2008, the Series A
       Preferred Units may be exchanged for shares of 8.125% Series A Cumulative
       Redeemable Preferred Stock of the Company at an exchange rate of one
       share of Series A Preferred Stock for one Series A Preferred Unit. The
       Series A Preferred Units and Series A Preferred Stock are not convertible
       into common stock of the Company. The net proceeds of the offering were
       used to reduce the acquisition and development line of credit.



<PAGE>                             F-18

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998




<TABLE>
7.     Earnings Per Share

       The following summarizes the calculation of basic and diluted earnings
       per share for the years ended, December 31, 1998, 1997 and 1996 (in
       thousands except per share data):

<CAPTION>
                                                                    1998          1997           1996
                                                                    ----          ----           ----
         
         <S>                                                   <C>                <C>            <C>  
         Basic Earnings Per Share (EPS) Calculation:
         Weighted average common shares outstanding                25,150         17,424         7,331
                                                                  =======        =======        ======

         Net income for common                                  $  50,590         27,402         9,907
         stockholders
         Less: dividends paid on Class B common stock
                                                                    5,378          5,140         3,879
                                                                  -------        -------        ------

         Net income for Basic EPS                                  45,212         22,262         6,028
                                                                  =======        =======        ======

         Basic EPS                                              $    1.80           1.28           .82
                                                                  =======        =======        ======

         Diluted Earnings Per Share (EPS) 
         Calculation:
         Weighted average shares outstanding
           for Basic EPS                                           25,150         17,424          7,331

         Exchangeable operating partnership units                   1,223          1,243             18
         Incremental shares to be issued under common
         stock options using the Treasury method                       14             80              3
         Contingent units or shares for the acquisition
           of real estate                                             511            955              -
                                                                  -------        -------         ------
         Total diluted shares                                      26,898         19,702          7,352
                                                                  =======        =======         ======
   
         Net income for Basic EPS                               $  45,212         22,262          6,028
         Add: minority interest of exchangeable
           partnership units                                        1,826          2,042              -
                                                                  -------        -------         ------
         Net income for Diluted EPS                                47,038         24,304          6,028
                                                                  =======        =======         ======

         Diluted EPS                                            $    1.75           1.23            .82
                                                                  =======        =======         ======

</TABLE>


          Class B common stock is not included in the above calculation because
          it is anti-dilutive.


8.     Long-Term Stock Incentive Plans

       In 1993, the Company adopted a Long-Term Omnibus Plan (the "Plan")
       pursuant to which the Board of Directors may grant stock and stock
       options to officers, directors and other key employees. The Plan provides
       for the issuance of up to 12% of the Company's common shares outstanding
       not to exceed 3.0 million shares. Stock options are granted with an
       exercise price equal to the stock's fair market value at the date of
       grant. All stock options granted have ten year terms, and with respect to
       


<PAGE>                             F-19

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998


8.     Long-Term Stock Incentive Plans (continued)

       officers and other key employees, become fully exercisable after four 
       years from the date of grant, and with respect to directors, become 
       fully exercisable after one year.

       At December 31, 1998, there were approximately 300,000 shares available
       for grant under the Plan. The per share weighted-average fair value of
       stock options granted during 1998 and 1997 was $2.22 and $3.26 on the
       date of grant using the Black Scholes option-pricing model with the
       following weighted-average assumptions: 1998 - expected dividend yield
       7.5%, risk-free interest rate of 4.8%, expected volatility 21%, and an
       expected life of 6.5 years; 1997 - expected dividend yield 6.3%,
       risk-free interest rate of 6.3%, expected volatility 21%, and an expected
       life of 5.7 years; The Company applies APB Opinion No. 25 in accounting
       for its Plan and, accordingly, no compensation cost has been recognized
       for its stock options in the consolidated financial statements.

       Had the Company determined compensation cost based on the fair value at
       the grant date for its stock options under SFAS No. 123, the Company's
       net income for common stockholders would have been reduced to the pro
       forma amounts indicated below (in thousands except per share data):


          Net income for
          Common stockholders               1998           1997           1996
          -------------------               ----           ----           ----

          As reported:                     $50,590        $27,402        $9,907
            Net income per share:
              Basic                        $  1.80        $  1.28        $ 0.82
              Diluted                      $  1.75        $  1.23        $ 0.82

          Pro forma:                       $49,565        $25,777        $9,897
            Net income per share:
              Basic                        $  1.76        $  1.18        $ 0.82
              Diluted                      $  1.71        $  1.15        $ 0.82


                  Pro forma net income for common stockholders reflects only
                  options granted subsequent to the issuance of SFAS 123 in
                  1995. Therefore, the full impact of calculating compensation
                  cost for stock options under SFAS No. 123 is not reflected in
                  the pro forma net income for common stockholders amounts
                  presented above because compensation cost is reflected over
                  the options' vesting period and compensation cost for options
                  granted prior to January 1, 1995 is not considered.



<PAGE>                             F-20

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998



8.     Long-Term Stock Incentive Plans (continued)


         Stock option activity during the periods indicated is as follows:


                                                                        Weighted
                                                                        Average
                                                     Number of          Exercise
                                                      Shares             Price
                                                     ---------          --------

           Outstanding, December 31, 1995             186,000           $  19.09
               Granted                                 12,000              24.67
                                                    ---------            

           Outstanding, December 31, 1996             198,000              19.43
                                                    ---------            

               Granted                              1,252,276              25.39
               Forfeited                               (7,000)             23.54
               Exercised                             (124,769)             19.25
                                                    ---------            

           Outstanding, December 31, 1997           1,318,507              25.08
                                                    ---------            

               Granted                                741,265              24.39
               Forfeited                             (123,495)             25.33
               Exercised                             (227,700)             24.97
                                                    ---------

           Outstanding, December 31, 1998           1,708,577           $  24.71
                                                    =========


The following table presents information regarding all options outstanding at
December 31, 1998.

                            Weighted
                             Average                                  Weighted
          Number of         Remaining             Range of            Average
          Options          Contractual            Exercise            Exercise
         Outstanding          Life                 Prices              Price
         -----------       -----------            --------            --------

             51,731         5.0 years       $   16.75  - 19.25     $       18.93
          1,231,578         8.6 years           22.25  - 25.25             24.26
            425,268         8.4 years           26.19  - 27.75             26.69
        -----------         ---------        -----------------      ------------

          1,708,577         8.5 years       $   16.75 -  27.75     $       24.71
        ===========         =========        =================      ============



<PAGE>                        F-21

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998



8.     Long-Term Stock Incentive Plans (continued)

       The following table presents information regarding options currently
       exercisable at December 31, 1998:

                                                                 Weighted
                 Number of               Range of                 Average
                  Options                Exercise                Exercise
                Exercisable               Prices                   Price
                -----------              --------                ---------

                  51,731         $     16.75 - 19.25            $     18.93
                  98,300                       25.25                  25.25
                  88,881               26.25 - 27.75                  26.99
                  ------             -------------                 --------
                 238,912         $     16.75 - 27.75            $     24.53
                 =======          ==================               ========

       Also as part of the Plan, in 1993, 1996 and 1998, certain officers and
       employees purchased common stock at fair market value directly from the
       Company, of which 90%, 95% and 95%, respectively, was financed by a stock
       purchase loan provided by the Plan. These recourse loans are fully
       secured by stock, bear interest at fixed rates of 6% to 7.79% and mature
       after ten years. The Board of Directors may authorize the forgiveness of
       all or a portion of the principal balance based on the Company's
       achievement of specified financial objectives, and total stockholder
       return performance targets. During 1998, 1997, and 1996, $662,196,
       $601,516, and $646,598 was forgiven, respectively, and is included as a
       charge to income on the consolidated statements of operations. The
       Company also has a performance based restricted stock plan for officers
       whereby a portion of the shares authorized under the Plan may be granted
       upon the achievement of certain total stockholder return performance
       targets. Shares granted under the plan become fully vested by January 1,
       2000. During 1998, 1997 and 1996, the Company charged $250,000, $259,600
       and $809,400 to income on the consolidated statement of operations
       related to the restricted stock plan. In addition, the Company provided
       it's officers, directors and employees with other stock based
       compensation totaling $1.5, $1.7, and $1.5 million during 1998, 1997 and
       1996, respectively.

9.     Operating Leases

       The Company's properties are leased to tenants under operating leases
       with expiration dates extending to the year 2028. Future minimum rent
       under noncancelable operating leases as of December 31,1998, excluding
       tenant reimbursements of operating expenses and excluding additional
       contingent rentals based on tenants' sales volume are as follows:

             Year ending December 31,                         Amount

                       1999                                  110,538,266
                       2000                                  105,061,943
                       2001                                   89,224,053
                       2002                                   74,990,466
                       2003                                   64,644,898
                       Thereafter                            481,164,703
                                                            ------------
                         Total                             $ 925,624,329
                                                            ============



<PAGE>                             F-22

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                                December 31, 1998


9.     Operating Leases (continued)

       At December 31, 1998, the real estate portfolio as a whole was
       approximately 93% leased.

       The shopping centers' tenant base includes primarily national and
       regional supermarkets, drug stores, discount department stores and other
       retailers and, consequently, the credit risk is concentrated in the
       retail industry. There were no tenants which individually represented 10%
       or more of the Company's combined minimum rent. The combined annualized
       rent from the Company's four largest retail tenants represented
       approximately 26.9% of annualized base rent at December 31, 1998.

10.    Contingencies

       The Company like others in the commercial real estate industry, is
       subject to numerous environmental laws and regulations and the operation
       of dry cleaning plants at the Company's shopping centers is the principal
       environmental concern. The Company believes that the dry cleaners are
       operating in accordance with current laws and regulations and has
       established procedures to monitor their operations. While the Company has
       registered the plants located in Florida under a state funded program
       designed to substantially fund the clean up, if necessary, of any
       environmental issues, the owner or operator is not relieved from the
       ultimate responsibility for clean up. The Company also has established
       due diligence procedures to identify and evaluate potential environmental
       issues on properties under consideration for acquisition. In connection
       with acquisitions during 1998 and 1997, the Company has established
       environmental reserves which amounted to $2.2 million and $1.9 million at
       December 31, 1998 and 1997, respectively. While it is not possible to
       predict with certainty, management believes that the reserves are
       adequate to cover future clean-up costs related to these sites. The
       Company's policy is to accrue environmental clean-up costs when it is
       probable that a liability has been incurred and that amount is reasonably
       estimable. Based on information presently available, no additional
       environmental accruals were made and management believes that the
       ultimate disposition of currently known matters will not have a material
       effect on the financial position, liquidity, or operations of the
       Company.

  11.  Market and Dividend Information (Unaudited)

       The Company's common stock is traded on the New York Stock Exchange
       ("NYSE") under the symbol "REG". The Company currently has approximately
       3,500 shareholders. The following table sets forth the high and low
       prices and the cash dividends declared on the Company's common stock by
       quarter for 1998 and 1997. All amounts are in thousands except per share
       data.


<TABLE>
<CAPTION>
                                                   1998                                      1997               
                                    -----------------------------------      -----------------------------------
                                                                Cash                                      Cash
                                      High          Low       Dividends         High          Low       Dividends
                                      Price        Price      Declared          Price        Price      Declared
                                      -----        -----      ---------         -----        -----      --------

         <S>                   <C>                 <C>           <C>            <C>          <C>           <C>  
         March 31              $      27.812       24.750        .44            28.000       25.000        .42
         June 30                      26.687       24.062        .44            28.125       24.875        .42
         September 30                 26.500       20.500        .44            28.250       24.875        .42
         December 31                  23.437       20.250        .44            28.000       24.250        .42

</TABLE>



<PAGE>                             F-23

                           REGENCY REALTY CORPORATION

                   Notes to Consolidated Financial Statements

                              December 31, 1998


12.    Summary of Quarterly Financial Data (Unaudited)


<TABLE>
       Presented below is a summary of the consolidated quarterly financial data
       for the years ended December 31, 1998 and 1997 (amounts in thousands,
       except per share data):

<CAPTION>
                                            First           Second           Third           Fourth
                                           Quarter          Quarter          Quarter         Quarter
                                           -------          -------          -------         -------
         1998:
         <S>                           <C>                 <C>              <C>              <C>   
         Revenues                       $   30,909          35,187           37,199           40,001
         Net income for
           common stockholders              19,556          10,798           10,061           10,175
         Net income per share:
           Basic                               .74             .38              .34              .35
           Diluted                             .72             .36              .34              .34

         1997:
         Revenues                       $   17,733          24,626           26,790           28,187
         Net income for
           common stockholders               4,037           4,727            8,743            9,895
         Net income per share:
           Basic                               .25             .26              .34              .37
           Diluted                             .25             .26              .32              .35
</TABLE>


13.    Subsequent Event

       On September 23, 1998, the Company entered into an Agreement of Merger
       ("Agreement") with Pacific Retail Trust ("Pacific"), a privately held
       real estate investment trust. The Agreement, among other matters,
       provides for the merger of Pacific into Regency, and the exchange of each
       Pacific common or preferred share into 0.48 shares of Regency common or
       preferred stock. The stockholders approved the merger at a Special
       Meeting of Stockholders held February 26, 1999. At the time of the
       merger, Pacific owned 71 retail shopping centers that are operating or
       under construction containing 8.4 million SF of gross leaseable area. On
       February 28, 1999, the effective date of the merger, the Company issued
       equity instruments valued at $770.6 million to the Pacific stockholders
       in exchange for their outstanding common and preferred shares, and units.
       The total cost to acquire Pacific is $1.157 billion based on the value of
       Regency shares issued, including the assumption of $379 million of
       outstanding debt and other liabilities of Pacific, and estimated closing
       costs of $7.5 million. The price per share used to determine the purchase
       price is $23.325 based on the five day average of the closing stock price
       of Regency's common stock as listed on the New York Stock Exchange
       immediately before, during and after the date the terms of the merger
       were agreed to and announced to the public. The merger will be accounted
       for as a purchase with the Company as the acquiring entity.

       On February 26, 1999, the Company entered into an agreement with
       the various banks that provide the Line to increase the unsecured
       commitment amount to $635 million.



<PAGE>                             S-1


                          Independent Auditors' Report
                         On Financial Statement Schedule


The Shareholders and Board of Directors
Regency Realty Corporation


Under date of February 1, 1999, except for Note 13 as to which the date is March
1, 1999, we reported on the consolidated balance sheets of Regency Realty
Corporation as of December 31, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1998, as contained in the
annual report on Form 10-K for the year 1998. In connection with our audits of
the aforementioned consolidated financial statements, we also audited the
related financial statement schedule as listed in the accompanying index on page
F-1 of the annual report on Form 10-K for the year 1998. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statement schedule
based on our audits.


In our opinion, the related financial statement schedule, when considered in 
relation to the basic consolidated financial statements taken as a whole, 
presents fairly, in all material respects, the information set forth therein.







                                    KPMG LLP




Jacksonville, Florida
February 1, 1999




<PAGE>                             S-2



<TABLE>
 
                                                                                                                       Schedule III
<CAPTION>
                                                             REGENCY REALTY CORPORATION

                                                   Combined Real Estate and Accumulated Depreciation
                                                                  December 31, 1998

                                                                                                                              
                                           Initial Cost                                          Total Cost                   
                                   ----------------------------  Cost Capitalized ------------------------------------------  
                                                    Building &    Subsequent to                   Building &                  
                                      Land         Improvements    Acquisition        Land       Improvements      Total      
                                   -----------     ------------  ---------------- ----------    --------------  ------------  
<S>                                <C>             <C>            <C>            <C>            <C>             <C>           
ANASTASIA SHOPPING PLAZA             1,072,451       3,617,493         159,607     1,072,451      3,777,100       4,849,551   
ASHFORD PLACE                        2,803,998       9,943,994        (761,970)    2,583,998      9,402,024      11,986,022   
AVENTURA SHOPPING CENTER             2,751,094       9,317,790         157,829     2,751,094      9,475,619      12,226,713   
BECKETT COMMONS                      1,625,242       5,844,871               -     1,625,242      5,844,871       7,470,113   
BENEVA                               2,483,547       8,851,199               -     2,483,547      8,851,199      11,334,746   
BENT TREE PLAZA                      1,927,712       6,659,082               -     1,927,712      6,659,082       8,586,794   
BERKSHIRE COMMONS                    2,294,960       8,151,236          76,079     2,294,960      8,227,315      10,522,275   
BLOOMINGDALE                         3,861,759      14,100,891               -     3,861,759     14,100,891      17,962,650   
BOLTON PLAZA                         2,660,227       6,209,110       1,219,398     2,634,664      7,454,071      10,088,735   
BONNERS POINT                          859,854       2,878,641         166,034       859,854      3,044,675       3,904,529   
BOYNTON LAKES PLAZA                  2,783,000      10,043,027          37,669     2,783,000     10,080,696      12,863,696   
BRAELINN VILLAGE EQUIPORT            4,191,214      12,389,585         876,936     4,191,214     13,266,521      17,457,735   
BRIARCLIFF LA VISTA                    694,120       2,462,819               -       694,120      2,462,819       3,156,939   
BRIARCLIFF VILLAGE                   4,597,018      16,303,813         334,677     4,597,018     16,638,490      21,235,508   
BROOKVILLE PLAZA                     1,208,012       4,205,994               -     1,208,012      4,205,994       5,414,006   
BUCKHEAD COURT                       1,737,569       6,162,941       1,229,361     1,627,569      7,502,302       9,129,871   
CAMBRIDGE SQUARE                       792,000       2,916,034          59,747       792,000      2,975,781       3,767,781   
CARMEL COMMONS                       2,466,200       8,903,187       1,526,996     2,466,200     10,430,183      12,896,383   
CARRIAGE GATE                          740,960       2,494,750       1,101,049       740,960      3,595,799       4,336,759   
CENTER OF SEVEN SPRINGS              1,737,994       6,290,048       1,452,432     1,757,440      7,723,034       9,480,474   
CHASEWOOD PLAZA                      1,675,000      11,390,727       4,500,773     2,476,486     15,090,014      17,566,500   
CHERRY GROVE                         3,533,146      12,710,297               -     3,533,146     12,710,297      16,243,443   
CITY VIEW SHOPPING CENTER            1,207,204       4,341,304          46,444     1,207,204      4,387,748       5,594,952   
COLUMBIA MARKETPLACE                 1,280,158       4,285,745         177,291     1,280,158      4,463,036       5,743,194   
COUNTRY CLUB                         1,105,201       3,709,452          87,739     1,105,201      3,797,191       4,902,392   
COURTYARD SHOPPING CENTER            1,761,567       4,187,039         263,527     1,761,567      4,450,566       6,212,133   
CROMWELL SQUARE                      1,771,892       6,285,288          27,249     1,771,892      6,312,537       8,084,429   
CUMMING 400                          2,374,562       8,420,776         134,871     2,374,562      8,555,647      10,930,209   
DELK SPECTRUM                        2,984,577      11,048,896               -     2,984,577     11,048,896      14,033,473   
DUNWOODY HALL                        1,819,209       6,450,922         329,740     1,819,209      6,780,662       8,599,871   
DUNWOODY VILLAGE                     2,326,063       7,216,045       2,064,462     2,326,063      9,280,507      11,606,570   
EAST POINTE                          1,868,120       6,742,983               -     1,868,120      6,742,983       8,611,103   
EAST PORT PLAZA                      3,257,023      11,611,363         164,282     3,257,023     11,775,645      15,032,668   
ENSLEY SQUARE                          915,493       3,120,928         410,219       915,493      3,531,147       4,446,640   
EVANS CROSSING                       1,468,743       5,123,617               -     1,468,743      5,123,617       6,592,360   
FLEMING ISLAND                       3,076,701       6,291,505               -     3,076,701      6,291,505       9,368,206   
FRANKLIN SQUARE                      2,584,025       9,379,749               -     2,584,025      9,379,749      11,963,774   
GARDEN SQUARE                        2,073,500       7,614,748         361,367     2,136,135      7,913,480      10,049,615   
GARNER FESTIVAL                      5,591,099      19,897,197               -     5,591,099     19,897,197      25,488,296   
GLENWOOD VILLAGE                     1,194,198       4,235,476          81,175     1,194,198      4,316,651       5,510,849   
HAMILTON MEADOWS                     2,034,566       6,582,429               -     2,034,566      6,582,429       8,616,995   
HARPETH VILLAGE FIELDSTONE           2,283,874       5,559,498       3,537,926     2,283,874      9,097,424      11,381,298   
HIGHLAND SQUARE                      2,615,250       9,359,722               -     2,615,250      9,359,722      11,974,972   
HINSDALE LAKE COMMONS                4,217,840      15,039,854               -     4,217,840     15,039,854      19,257,694   
HYDE PARK                            9,240,000      33,340,181       2,625,631     9,735,102     35,470,710      45,205,812   
KERNERSVILLE PLAZA                   1,741,562       6,081,020               -     1,741,562      6,081,020       7,822,582   
KINGSDALE SHOPPING CENTER            3,866,500      14,019,614         153,027     3,866,500     14,172,641      18,039,141   
LAGRANGE MARKETPLACE                   983,923       3,294,003          98,595       983,923      3,392,598       4,376,521   
LAKE PINE PLAZA                      2,008,110       6,908,986               -     2,008,110      6,908,986       8,917,096   
LAKESHORE                            1,617,940       5,371,499               -     1,617,940      5,371,499       6,989,439   
LOEHMANNS PLAZA                      3,981,525      14,117,891          11,371     3,981,525     14,129,262      18,110,787   
LOVEJOY STATION                      1,540,000       5,581,468           1,654     1,540,000      5,583,122       7,123,122   
LUCEDALE MARKETPLACE                   641,565       2,147,848          64,089       641,565      2,211,937       2,853,502   
MAINSTREET SQUARE                    1,274,027       4,491,897          34,392     1,274,027      4,526,289       5,800,316   
MARINERS VILLAGE                     1,628,000       5,907,835         134,497     1,628,000      6,042,332       7,670,332   
MARKETPLACE  ST PETE                 1,287,000       4,662,740         223,490     1,287,000      4,886,230       6,173,230   
MARKETPLACE CENTER OLD FORT          2,432,942       1,755,643       1,813,070     2,432,942      3,568,713       6,001,655   
MARTIN DOWNS VILLAGE CENTER          2,000,000       5,133,495       2,981,179     2,437,664      7,677,010      10,114,674   
MARTIN DOWNS VILLAGE SHOPPES           700,000       1,207,861         879,527       817,135      1,970,253       2,787,388   
MAXTOWN ROAD (NORTHGATE)             1,753,136       6,244,449               -     1,753,136      6,244,449       7,997,585   
MAYNARD CROSSING                     4,066,381      14,083,800               -     4,066,381     14,083,800      18,150,181   
MEMORIAL BEND SHOPPING CENTER        3,256,181      11,546,660       1,481,282     3,366,181     12,917,942      16,284,123   
MERCHANTS VILLAGE                    1,054,306       3,162,919       3,185,485     1,054,306      6,348,404       7,402,710   
MILLHOPPER                           1,073,390       3,593,523         928,847     1,073,390      4,522,370       5,595,760   
NEWBERRY SQUARE                      2,341,460       8,466,651         784,841     2,341,460      9,251,492      11,592,952   
NORTH MIAMI SHOPPING CENTER            603,750       2,021,250          85,433       603,750      2,106,683       2,710,433   
OAKLEY PLAZA                         1,772,540       6,406,975          65,103     1,772,540      6,472,078       8,244,618   
OCEAN BREEZE                         1,250,000       3,341,199       2,424,031     1,527,400      5,487,830       7,015,230   
OLD ST AUGUSTINE PLAZA               2,047,151       7,355,162         233,330     2,047,151      7,588,492       9,635,643   
ORCHARD SQUARE                       1,155,000       4,135,353         252,060     1,155,000      4,387,413       5,542,413   
PACES FERRY PLAZA                    2,811,522       9,967,557       1,627,529     2,811,622     11,594,986      14,406,608   
PALM HARBOUR SHOPPING VILLAGE        2,899,928      10,998,230       1,058,599     2,899,928     12,056,829      14,956,757   
PALM TRAILS PLAZA                    2,438,996       5,818,523               -     2,438,996      5,818,523       8,257,519   
PARAGON BRANDON JV                     570,000       2,472,537      (3,042,537)            -              -               -   
PARK PLACE                           2,231,745       7,974,362               -     2,231,745      7,974,362      10,206,107   
PARKWAY STATION                      1,123,200       4,283,917         142,744     1,123,200      4,426,661       5,549,861   
PEACHLAND PROMENADE                  1,284,562       5,143,564          61,087     1,284,561      5,204,652       6,489,213   
PEARTREE VILLAGE                     5,196,653       8,732,711      10,122,933     5,196,653     18,855,644      24,052,297   
PIKE CREEK                           5,077,406      18,860,183               -     5,077,406     18,860,183      23,937,589   
PINE TREE PLAZA                        539,000       1,995,927         (84,927)      539,000      1,911,000       2,450,000   
POWERS FERRY SQUARE                  3,607,647      12,790,749       3,253,948     3,607,647     16,044,697      19,652,344   
POWERS FERRY                         1,190,822       4,223,606          19,564     1,190,822      4,243,170       5,433,992   
QUADRANT AT SOUTHPOINT I             2,342,823      15,541,967     (17,884,790)            -              -               -   
QUEENSBOROUGH                        1,826,000       6,501,056               -     1,826,000      6,501,056       8,327,056   
REGENCY COURT                        3,571,337      12,664,014         285,562     3,571,337     12,949,576      16,520,913   
REGENCY SQUARE  BRANDON                577,975      18,156,719       7,542,763     4,491,461     21,785,996      26,277,457   
RIVERMONT STATION                    2,887,213      10,445,109          79,795     2,887,213     10,524,904      13,412,117   
ROSWELL VILLAGE                      2,304,345       6,777,200         181,066     2,304,345      6,958,266       9,262,611   
RUSSELL RIDGE                        2,153,214               -       6,565,264     2,215,341      6,503,137       8,718,478   
SANDY PLAINS VILLAGE                 2,906,640      10,412,440         433,698     2,906,640     10,846,138      13,752,778   
SANDY SPRINGS VILLAGE                  733,126       2,565,411         168,915       733,126      2,734,326       3,467,452   
SHOPPES @ 104                        2,651,000       9,523,429               -     2,651,000      9,523,429      12,174,429   
SHOPPES AT MASON                     1,576,656       5,357,855               -     1,576,656      5,357,855       6,934,511   
SILVERLAKE                           2,004,860       7,161,869               -     2,004,860      7,161,869       9,166,729   
SOUTH MONROE                         1,200,000       6,566,974               -     1,200,000      6,566,974       7,766,974   
SOUTH POINTE CROSSING                        -          13,000               -             -         13,000          13,000   
ST ANN SQUARE                        1,541,883       5,597,282               -     1,541,883      5,597,282       7,139,165   
STATLER SQUARE                       2,227,819       7,479,952               -     2,227,819      7,479,952       9,707,771   
TAMIAMI TRAILS                       2,046,286       7,462,646         108,330     2,046,286      7,570,976       9,617,262   
TEQUESTA SHOPPES                     1,782,000       6,426,042         235,213     1,782,000      6,661,255       8,443,255   
TERRACE WALK                         1,196,286       2,935,683         105,916     1,196,286      3,041,599       4,237,885   
THE MARKETPLACE                      1,211,605       4,056,242       2,840,716     1,758,434      6,350,129       8,108,563   
TOWN CENTER AT MARTIN DOWNS          1,364,000       4,985,410          17,547     1,364,000      5,002,957       6,366,957   
TOWN SQUARE                            438,302       1,555,481       1,501,322       768,302      2,726,803       3,495,105   
TROWBRIDGE CROSSING EQUIPORT           910,263       1,914,551       1,050,010       910,263      2,964,561       3,874,824   
UNION SQUARE SHOPPING CENTER         1,578,654       5,933,889         386,260     1,578,656      6,320,147       7,898,803   
UNIVERSITY COLLECTION                2,530,000       8,971,597         108,317     2,530,000      9,079,914      11,609,914   
UNIVERSITY MARKETPLACE               3,250,562       7,044,579       2,409,463     3,532,046      9,172,558      12,704,604   
VILLAGE CENTER 6                     3,885,444      10,799,316         337,899     3,885,444     11,137,215      15,022,659   
VILLAGE IN TRUSSVILLE                  973,954       3,260,627         109,895       973,954      3,370,522       4,344,476   
WELLEBY                              1,496,000       5,371,636         346,882     1,496,000      5,718,518       7,214,518   
WELLINGTON MARKET PLACE              5,070,384      13,308,972         319,657     5,070,384     13,628,629      18,699,013   
WELLINGTON TOWN SQUARE               1,914,000       7,197,934         609,258     1,914,000      7,807,192       9,721,192   
WEST COUNTY                          1,491,462       4,993,155         126,744     1,491,462      5,119,899       6,611,361   
WESTCHESTER PLAZA                    1,857,048       6,456,178               -     1,857,048      6,456,178       8,313,226   
WESTLAND I                             198,344       1,747,391      (1,945,735)            -              -               -   
WINDMILLER PLAZA PHASE I             2,620,355      11,190,526               -     2,620,355     11,190,526      13,810,881   
WOODCROFT SHOPPING CENTER            1,419,000       5,211,981         384,592     1,419,000      5,596,573       7,015,573   
WORTHINGTON PARK CENTRE              3,346,203      10,053,858               -     3,346,203     10,053,858      13,400,061   
                                  --------------------------------------------------------------------------------------------
                                   253,680,855     871,635,824      57,867,342   257,669,018    925,514,995   1,183,184,013   
                                  ============================================================================================






<CAPTION>
                                                    Total Cost                  
                                                      Net of                    
                                  Accumulated       Accumulated                 
                                  Depreciation     Depreciation       Mortgages 
                                 --------------    ------------       --------- 
<S>                              <C>               <C>              <C>         
ANASTASIA SHOPPING PLAZA             575,105         4,274,446                - 
ASHFORD PLACE                        580,642        11,405,380        4,651,887 
AVENTURA SHOPPING CENTER           2,111,008        10,115,705        8,602,768 
BECKETT COMMONS                      128,560         7,341,553                - 
BENEVA                                     -        11,334,746                - 
BENT TREE PLAZA                      148,955         8,437,839        5,615,296 
BERKSHIRE COMMONS                  1,062,021         9,460,254        7,784,755 
BLOOMINGDALE                         300,874        17,661,776                - 
BOLTON PLAZA                         928,470         9,160,265                - 
BONNERS POINT                        535,045         3,369,484        1,613,000 
BOYNTON LAKES PLAZA                  251,445        12,612,251                - 
BRAELINN VILLAGE EQUIPORT            729,122        16,728,613       12,356,039 
BRIARCLIFF LA VISTA                  139,030         3,017,909        1,649,897 
BRIARCLIFF VILLAGE                   968,021        20,267,487       13,282,120 
BROOKVILLE PLAZA                     103,342         5,310,664        3,668,969 
BUCKHEAD COURT                       389,391         8,740,480                - 
CAMBRIDGE SQUARE                     151,176         3,616,605                - 
CARMEL COMMONS                       434,794        12,461,589                - 
CARRIAGE GATE                        735,440         3,601,319                - 
CENTER OF SEVEN SPRINGS            1,115,924         8,364,550                - 
CHASEWOOD PLAZA                    2,660,845        14,905,655        8,000,000 
CHERRY GROVE                         265,335        15,978,108                - 
CITY VIEW SHOPPING CENTER            273,129         5,321,823                - 
COLUMBIA MARKETPLACE                 679,672         5,063,522        2,586,000 
COUNTRY CLUB                         563,066         4,339,326        2,264,000 
COURTYARD SHOPPING CENTER          1,228,647         4,983,486        1,378,000 
CROMWELL SQUARE                      372,007         7,712,422        4,464,426 
CUMMING 400                          501,697        10,428,512        6,419,476 
DELK SPECTRUM                        304,219        13,729,254        8,138,553 
DUNWOODY HALL                        387,763         8,212,108                - 
DUNWOODY VILLAGE                     459,895        11,146,675        7,264,800 
EAST POINTE                          129,414         8,481,689        5,267,546 
EAST PORT PLAZA                      534,694        14,497,974                - 
ENSLEY SQUARE                        206,478         4,240,162                - 
EVANS CROSSING                       117,619         6,474,741        4,379,981 
FLEMING ISLAND                        78,219         9,289,987        3,522,104 
FRANKLIN SQUARE                      198,248        11,765,526        9,136,752 
GARDEN SQUARE                        244,096         9,805,519        6,516,686 
GARNER FESTIVAL                      124,404        25,363,892                - 
GLENWOOD VILLAGE                     257,101         5,253,748        2,211,233 
HAMILTON MEADOWS                     167,943         8,449,052        5,612,141 
HARPETH VILLAGE FIELDSTONE           213,202        11,168,096                - 
HIGHLAND SQUARE                      135,556        11,839,416        3,942,071 
HINSDALE LAKE COMMONS                 31,394        19,226,300                - 
HYDE PARK                          1,381,919        43,823,893       24,750,000 
KERNERSVILLE PLAZA                   123,771         7,698,811        5,218,476 
KINGSDALE SHOPPING CENTER            447,889        17,591,252                - 
LAGRANGE MARKETPLACE                 510,946         3,865,575        1,645,000 
LAKE PINE PLAZA                      144,204         8,772,892        5,986,557 
LAKESHORE                            113,706         6,875,733        3,729,331 
LOEHMANNS PLAZA                      835,982        17,274,805                - 
LOVEJOY STATION                      209,663         6,913,459                - 
LUCEDALE MARKETPLACE                 340,083         2,513,419        1,390,000 
MAINSTREET SQUARE                    204,362         5,595,954                - 
MARINERS VILLAGE                     273,727         7,396,605                - 
MARKETPLACE  ST PETE                 375,700         5,797,530                - 
MARKETPLACE CENTER OLD FORT          167,760         5,833,895        1,986,409 
MARTIN DOWNS VILLAGE CENTER        1,298,279         8,816,395        4,150,000 
MARTIN DOWNS VILLAGE SHOPPES         337,325         2,450,063        1,313,000 
MAXTOWN ROAD (NORTHGATE)             107,300         7,890,285        5,440,112 
MAYNARD CROSSING                     286,993        17,863,188       11,711,134 
MEMORIAL BEND SHOPPING CENTER        696,953        15,587,170        8,335,963 
MERCHANTS VILLAGE                    196,291         7,206,419                - 
MILLHOPPER                           932,895         4,662,865        2,401,000 
NEWBERRY SQUARE                    1,366,907        10,226,045                - 
NORTH MIAMI SHOPPING CENTER          605,557         2,104,876        1,160,000 
OAKLEY PLAZA                         290,343         7,954,275                - 
OCEAN BREEZE                         929,096         6,086,134        2,805,000 
OLD ST AUGUSTINE PLAZA               440,733         9,194,910                - 
ORCHARD SQUARE                       332,356         5,210,057                - 
PACES FERRY PLAZA                    630,953        13,775,655                - 
PALM HARBOUR SHOPPING VILLAGE        700,457        14,256,300                - 
PALM TRAILS PLAZA                     84,337         8,173,182                - 
PARAGON BRANDON JV                         -                 -                - 
PARK PLACE                            33,228        10,172,879                - 
PARKWAY STATION                      319,124         5,230,737                - 
PEACHLAND PROMENADE                  571,096         5,918,117                - 
PEARTREE VILLAGE                     673,528        23,378,769       12,777,420 
PIKE CREEK                           226,061        23,711,528       12,442,166 
PINE TREE PLAZA                       48,350         2,401,650                - 
POWERS FERRY SQUARE                  798,322        18,854,022                - 
POWERS FERRY                         238,707         5,195,285        2,917,943 
QUADRANT AT SOUTHPOINT I                   -                 -                - 
QUEENSBOROUGH                         13,544         8,313,512                - 
REGENCY COURT                        718,475        15,802,438                - 
REGENCY SQUARE  BRANDON            6,100,596        20,176,861       12,000,000 
RIVERMONT STATION                    395,653        13,016,464                - 
ROSWELL VILLAGE                      300,168         8,962,443                - 
RUSSELL RIDGE                        633,539         8,084,939                - 
SANDY PLAINS VILLAGE                 640,709        13,112,069                - 
SANDY SPRINGS VILLAGE                131,641         3,335,811                - 
SHOPPES @ 104                        138,509        12,035,920                - 
SHOPPES AT MASON                     111,748         6,822,763        3,925,611 
SILVERLAKE                           104,315         9,062,414                - 
SOUTH MONROE                          54,424         7,712,550                - 
SOUTH POINTE CROSSING                      -            13,000                - 
ST ANN SQUARE                        143,068         6,996,097        4,972,117 
STATLER SQUARE                       157,923         9,549,848        5,472,654 
TAMIAMI TRAILS                       275,743         9,341,519                - 
TEQUESTA SHOPPES                     385,668         8,057,587                - 
TERRACE WALK                         624,306         3,613,579          683,000 
THE MARKETPLACE                      857,541         7,251,022        2,647,000 
TOWN CENTER AT MARTIN DOWNS          260,896         6,106,061                - 
TOWN SQUARE                           97,568         3,397,537                - 
TROWBRIDGE CROSSING EQUIPORT         109,285         3,765,539        1,800,000 
UNION SQUARE SHOPPING CENTER         374,850         7,523,953                - 
UNIVERSITY COLLECTION                502,408        11,107,506                - 
UNIVERSITY MARKETPLACE             1,826,835        10,877,769                - 
VILLAGE CENTER 6                     878,291        14,144,368                - 
VILLAGE IN TRUSSVILLE                529,193         3,815,283        1,775,000 
WELLEBY                              554,962         6,659,556                - 
WELLINGTON MARKET PLACE            1,127,296        17,571,717                - 
WELLINGTON TOWN SQUARE               486,760         9,234,432                - 
WEST COUNTY                          844,740         5,766,621        3,190,000 
WESTCHESTER PLAZA                    172,301         8,140,925        5,815,752 
WESTLAND I                                 -                 -                - 
WINDMILLER PLAZA PHASE I             141,017        13,669,864                - 
WOODCROFT SHOPPING CENTER            299,819         6,715,754                - 
WORTHINGTON PARK CENTRE              192,029        13,208,032        4,967,081 
                               ------------------------------------------------ 
                                  58,983,738     1,124,200,275      297,736,226 
                               ================================================ 
</TABLE>


<PAGE>

                           REGENCY REALTY CORPORATION


                Combined Real Estate and Accumulated Depreciation
                                December 31, 1998



Depreciation and amortization of the Company's investment in buildings and 
improvements reflected in the statement of operation is calculated over the 
estimated useful lives of the assets as follows:

       Buildings and improvements                              up to 40 years

       The aggregate cost for Federal income tax purposes was approximately 
       $1.029 billion at December 31, 1998.



The changes in total real estate assets for the period ended December 31, 
1998, 1997 and 1996:


<TABLE>
<CAPTION>
                                                         1998            1997             1996
                                                   ---------------  --------------   ------------

               <S>                                  <C>               <C>             <C>        
               Balance, beginning of period           799,801,367     389,007,481     278,731,167
                 Developed or acquired properties     399,305,955     408,475,251     107,378,064
                 Sale of property                     (24,248,801)     (2,907,503)              -
                 Improvements                           8,325,492       5,226,138       2,898,250
                                                   ----------------  --------------  ------------
               Balance, end of period               1,183,184,013     799,801,367     389,007,481
                                                   ================  ==============  ============



The changes in accumulated depreciation for the period ended December 31, 
1998, 1997 and 1996:

                                                         1998            1997             1996
                                                   ---------------   --------------  ------------

               Balance, beginning of period            40,795,801      26,213,225      18,631,310
                 Sale of property                      (5,121,929)       (713,176)              -
                 Depreciation for period               23,309,866      15,295,752       7,581,915
                                                   ---------------   --------------  ------------
               Balance, end of period                  58,983,738      40,795,801      26,213,225
                                                   ===============   ==============  ============

</TABLE>






                               REINSTATEMENT AGREEMENT



         THIS REINSTATEMENT AGREEMENT ("Reinstatement  Agreement") is made as of
this  ________ day of October,  1998,  by and between  BENEVA SHOPS  ASSOCIATES,
LTD., a Florida limited partnership  ("Seller"),  and RRC ACQUISITIONS,  INC., a
Florida corporation ("Buyer").

         WHEREAS,  Seller and Buyer entered into that certain  Purchase and Sale
Agreement  dated October 21, 1997,  whereby  Seller agreed to sell and convey to
Buyer and  Buyer  agreed to  purchase  from  Seller  certain  real and  personal
property described therein,  as subsequently  amended by letter agreements dated
December 8, 1997,  December 23, 1997,  December 29, 1997,  January 15, 1998, and
January 17, 1998 (the "Agreement"); and

         WHEREAS, the Purchase Agreement terminated in accordance with its terms
on January 27, 1998,  but Buyer and Seller have agreed to reinstate the Purchase
Agreement and amend certain provisions  thereof,  as more particularly set forth
herein.

         NOW,  THEREFORE,  in consideration of the sum of Ten and No/100 Dollars
($10.00),  and other  valuable  consideration,  the  receipt  of which is hereby
acknowledged, Seller and Buyer acknowledge and agree as follows:

         1. Buyer and Seller hereby agree that the Purchase  Agreement is hereby
reinstated,  subject to and in accordance
  with the terms and conditions of this
Reinstatement  Agreement. As amended and modified hereby, the Purchase Agreement
is in full force and effect.  In the event of a conflict  between the provisions
hereof and those of the Purchase Agreement, the provisions hereof shall control.

         2. The  Purchase  Agreement  is amended and restated in its entirety as
set forth in Exhibit "A" attached hereto.

         3. Buyer  hereby  assigns its interest in the  Purchase  Agreement,  as
modified  hereby,  to  RRC  Acquisitions   Two,  Inc.,  a  Florida   corporation
("Assignee"),  which  assumes  the  obligations  of  Buyer  under  the  Purchase
Agreement, as modified hereby, from and after the date hereof.


<PAGE>

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

Witnesses:                                   RRC ACQUISITIONS, INC.,
                                             a Florida corporation

Name:                               
                                             By:                    
                                             Its:                     

Name:                                        Date:                     

                                             Tax Identification No. 59-3210155

                                                              "BUYER"



                                             RRC ACQUISITIONS TWO, INC.,
                                             a Florida corporation

Name:                               
                                             By:                           
                                             Its:                          

Name:                                        Date:                        

                                             Tax Identification No. 59-3478325

                                                 "ASSIGNEE"


- - 2 -


<PAGE>

                                         BENEVA SHOPS ASSOCIATES, LTD.,
                                         a Florida limited partnership

                                         By Its General Partner:

                                         Sarasota Beneva Company, Ltd.,
                                         a Florida limited partnership

                                         By Its General Partners:

                                         RAB Holdings, Inc., a Florida
Name:                                    corporation

                                         By:                           
Name:                                       Richard A. Beard, III
As to RAB Holdings, Inc.                    President

                                         WRC Holdings, Inc., a Texas
Name:                                    corporation

                                         By:                             
Name:                                       William R. Cooper
As to WRC Holdings, Inc.                    President

                                         Tax Identification No: 75-2018292

                                               "SELLER"

 - 3 -


<PAGE>

                             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 gross  negligence or willful  misconduct of Escrow
Agent. If the escrow is involved in any  controversy or litigation,  the parties
hereto  shall  jointly and  severally  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  Escrow  Agent  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.  If the indemnity amounts payable hereunder result from the
fault of Buyer or Seller (or their respective agents),  the party at fault shall
pay, and hold the other party harmless against, such amounts.

         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 final
appropriate legal proceedings or otherwise as it may require;  or (ii) file suit
for declaratory  relief and/or  interpleader  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 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  fourteen (14) days after a written  request for approval is
received by the party whose approval is being requested.  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  or deemed  received.  No
disbursements  shall be made,  other than as provided in Sections and of Exhibit
"A" to this 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

 - 4 -


<PAGE>

and neither Buyer nor Seller shall have  delivered any written  objection to the
disbursement within 14 days after receipt of Escrow Agent's notice. 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:                                       

                   "ESCROW AGENT"

- - 5 -


<PAGE>

                                   EXHIBIT "A"
                                       TO
                             REINSTATEMENT AGREEMENT


         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 .

         1.4      Buyer  means RRC Acquisitions Two, Inc.

         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 service contracts and similar agreements  affecting
the Shopping Center (excluding  Leases) which are freely terminable by the owner
of the Shopping Center upon not more than thirty (30) days' written notice.

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

         1.9 Earnest  Money  Deposit  means the  deposits  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


<PAGE>

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  Assessments  means  the  environmental  assessment
reports identified in Exhibit attached hereto.

         1.12 Environmental Escrow Agreement is the agreement attached hereto as
Exhibit .

         1.13 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.

         1.14 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.

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

- - 2 -


<PAGE>

        1.16  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.

         1.17  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.

         1.18 Improvements means any buildings, structures or other improvements
situated on the Real Property.

         1.19  Inspection  Period  means the  period of time  which  expires  at
midnight on the thirtieth  (30th) day after the earlier of (i) November 1, 1998,
or (ii) the date upon which the Remedial  Action Plan is approved by the Florida
Department of Environmental  Protection. If such expiration date is a weekend or
national  holiday,  the  Inspection  Period shall expire at midnight on the next
immediately succeeding business day.

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

         1.21 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.

         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,

- - 3 -


<PAGE>

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  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.

         1.26 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.

 1.29  Remedial  Action  Plan is the plan to be prepared at the cost and
expense  of  Seller  (subject  to  reimbursement  as  provided  herein)  for the
remediation  of  certain   contamination  of  the  Property   described  in  the
Environmental Assessments,  said plan to be subject to review by and approval of
Buyer.

 1.30 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.

 1.31 Seller means Beneva Shops Associates, Ltd., a Florida limited partnership.

 1.32 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

- - 4 -


<PAGE>

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.

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

         1.34 Survey means the survey prepared by George F. Young,  Inc.,  dated
August 18, 1989, last revised and recertified on November 7, 1997, to be updated
to a date 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.

         1.35 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" 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 a title  insurer
acceptable to Buyer.

         1.38  Title  Insurance   Commitment  means  the  Commitment  for  Title
Insurance  issued by  Commonwealth  Land  Title  Insurance  Company,  bearing an
effective  date of  November  3, 1997,  at 8:00 A.M.,  to be updated  within the
Inspection Period and "marked down" at Closing.

         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.

 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 $11,422,781.  The
Purchase Price shall be payable in cash at Closing.

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<PAGE>

                  (b)  Adjustments at Closing.  Notwithstanding  anything to the
contrary  contained in this Agreement or applicable  law, the provisions of this
Section shall survive the Closing.  All income and  obligations  attributable to
periods  ending on or before the  Allocation  Date shall be allocated to Seller,
and all  income  and  obligations  attributable  to  periods  ending  after  the
Allocation  Date  (including  the  Closing  Date) shall be  allocated  to Buyer.
Without  limitation  upon the foregoing the following items shall be adjusted or
prorated between Seller and Buyer as set forth below:

             (1)    The Closing year's real and tangible personal property taxes
shall be prorated  between  Seller and Buyer 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);

                           (2)    Except as provided in subparagraph  below, all
income and operating expenses of the Property,  including,  without  limitation,
public utility  charges,  maintenance,  management,  and other service  charges,
costs and expenses  associated with leases entered into between the date of this
Agreement and the Closing Date, and all other normal operating  charges shall be
prorated at the Closing  effective as of the Allocation Date based upon the best
available information.

                      (3)  Seller will credit Buyer with any prepaid rents and
reimbursements, or unforfeited security deposits with respect to the Leases, but
only to the extent that the same were  actually  paid by tenants as reflected by
Tenant Estoppel  Letters,  or if a Tenant Estoppel Letter is not received from a
particular  tenant, by the Lease. If the Seller's records disagree with those of
a particular  tenant,  Seller and Buyer shall negotiate in good faith during the
Inspection Period to resolve the disagreement.

                    (4)   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  found  to be
attributable  to  pre-Allocation  Date  periods  but  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 has received no proration or credit,
Buyer shall remit same to Seller  within thirty (30) days after  receipt.  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.  Receipts after
Closing of either Buyer or Seller from tenants who do not  designate  the period
to which they are to be applied shall be applied first to then current rents and
reimbursements for such tenant(s), then to

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<PAGE>

delinquent  rents  and  reimbursements   attributable  to  post-Allocation  Date
periods, and then to pre-Allocation Date periods.

                  (5) An escrow will be  established  with Escrow Agent pursuant
to the  Environmental  Escrow  Agreement,  in the initial  amount of $900,000 to
accomplish  the  preparation  of the  Remedial  Action  Plan and  removal of the
Hazardous Materials which are the subject of the Environmental Assessments.  The
escrowed sum will be deposited  with Escrow Agent by Seller from the proceeds of
sale.  If  this  transaction  closes,  the  costs  incurred  by  Seller  in  the
preparation of the Remedial Action Plan, including without limitation additional
testing, if any, shall be reimbursed from such escrow (but such preparation cost
reimbursement not to exceed $25,000 in the aggregate),  and the balance held and
disbursed as provided in the Environmental Escrow Agreement.

         2.2 Earnest  Money  Deposit.  An Earnest Money Deposit in the amount of
$12,500  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 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 transactions contemplated hereby;

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

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

     (4)      Cost of preparation of the Remedial Action Plan (subject to
              reimbursement as provided herein);

     (5)      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; and


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<PAGE>

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

     (b) Buyer shall pay:

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

     (2) Cost of the Survey;

     (3) Cost of recording the deed; and

     (4) 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 its agents or independent
contractors, such indemnification obligations to survive the termination, breach
or Closing of this Agreement,  as the case may be. 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 $87,500 (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,  to the  extent  such
documents exist and are within Seller's  possession or that of Seller's property
manager.  Subject  to  subparagraph  (d) below,  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,
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

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<PAGE>

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,  provided Buyer
furnishes Seller  reasonable  notice of the time and place of any such interview
or discussion and affords Seller an opportunity to be present.

                  (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) for the purpose of reviewing
and copying the same.

                  (d) Buyer shall not have the right,  without  first  obtaining
Seller's  prior  written  consent,  to pierce  or  penetrate  the  roof,  walls,
foundation,  or structural  component of any of the Improvements or paved areas.
Buyer  shall  give  Seller  reasonable  notice  of  all  inspections  and  other
activities of Buyer or its representatives, agents or contractors that will take
place on the Property and afford Seller the opportunity to be present during all
or any part of such  inspections  and  other  activities  on the  Property.  All
interior  inspections  shall be made only (x) with the prior  consent of Seller,
(y) on  business  days and (z)  during  such hours  that will not,  in  Seller's
opinion,  interfere  with or disturb  the quiet  enjoyment  of the  Property  by
tenants. Any inspections of any space leased by a tenant shall be made only with
advance  notice to and  consent of such tenant and with the  opportunity  having
been  given  to  Seller  to be  present.  The  costs  and  expenses  of  Buyer's
investigations  shall be borne solely by Buyer and Buyer shall deliver to Seller
a copy of each such test,  report and inspection  conducted or obtained by Buyer
with respect to the  Property.  Buyer shall  immediately  repair and restore any
damage  to the  Property  resulting  from  the  performance  of  any of  Buyer's
activities on the  Property.  Buyer shall not have the right to perform or cause
to be  performed  on the Property any  investigation,  inspection,  testing,  or
on-site visitation unless and until Buyer delivers to Seller evidence that Buyer
and  all  persons   acting  for  and  on  behalf  of  Buyer  in  performing  any
investigation, inspection, testing and on-site work are covered by comprehensive
general  liability  insurance,  having  Seller as a named  insured and liability
limits that are acceptable to Seller.

                  (e)  Buyer  agrees  that  all  information  pertaining  to the
Property that Buyer obtains from Seller or in connection with the performance of
its rights under this Agreement shall be held in confidence and not disclosed to
any persons  other than Buyer's  agents,  attorneys and  representatives.  Buyer
further agrees that, until the

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<PAGE>

Closing,  neither the Buyer nor its agents will  disclose  the  contents of such
information or the terms of this Agreement except to financial  institutions who
may provide financing to Buyer for the Property. If this Agreement is terminated
for any reason,  Buyer shall promptly  return to Seller all materials in Buyer's
or any agent of Buyer's  possession  furnished  by  Seller,  or  resulting  from
testing  performed by Buyer,  relating to the Property and all such  information
and the terms of this Agreement shall continue to be held in confidence by Buyer
and its agents.  The provisions of this paragraph  shall survive the termination
of this Agreement.

         3.2  Hazardous  Material.  Seller  has  made  available  to  Buyer  the
Environmental Assessments. Buyer and Seller will cooperate to cause the Remedial
Action Plan to be prepared and  approved as  expeditiously  as possible.  Seller
shall  engage   Dames  &  Moore,   environmental   consultants,   to  prepare  a
contamination  assessment  report and the Remedial  Action Plan and secure their
approval by the Florida Department of Environmental  Protection. If the Remedial
Action  Plan  is  approved  prior  to  the  end of the  Inspection  Period,  the
adjustment to the Escrow Deposit  contemplated by Section 5 of the Environmental
Escrow  Agreement  shall be made such that the  component of the Escrow  Deposit
attributable  to the  cost of the  Remediation  Work  shall  be  based  upon the
Engineer's  estimate  of such cost.  If the  Remedial  Action  Plan has not been
approved prior to the end of the Inspection  Period, the initial escrow shall be
$900,000,  to be made at Closing.  After Closing, the terms of the Environmental
Escrow Agreement shall govern the  determination and adjustment of the amount of
the Escrow Deposit and the disbursement thereof.

         3.3 Time and Place of Closing.  Unless otherwise agreed by the parties,
the Closing shall take place at the offices of Escrow Agent at 10:00 A.M. on the
date  which  is  the  fifteenth  (15th)  day  following  the  expiration  of the
Inspection Period.

          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.  Seller is duly  organized  and  validly
existing as a limited  partnership,  duly authorized to transact business in 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 nor is this transaction  subject to any withholding under any state
or federal law.

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<PAGE>

         4.2  Authorization;  Validity.  The  execution  and  delivery  of  this
Agreement by Seller 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 Seller  enforceable  against
it in accordance with its terms.

         4.3 Title.  Seller  will  transfer  to Buyer,  and Buyer  will  acquire
hereunder,  good, marketable and insurable title to, and the entire right, title
and  interest  in the  Property,  free  and  clear of all  liens,  encumbrances,
liabilities,   agreements,   leases,   judgments,   claims,  rights,  easements,
restrictions and other matters affecting title, except the Permitted  Exceptions
and the Leases. At Closing,  the issuance of the Title Insurance and the deliver
of  the  closing   documents   contemplated  by  Section  shall  terminate  this
representation  and  warranty,  but  shall not  limit  the  representations  and
warranties, if any, contained in the closing documents.

         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 R.A.  Beard Co. and  Richard A.  Beard,  III,  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.

         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 close
of business on the date which is the fifth (5th)  business day preceding the end
of the  Inspection  Period,  Seller may terminate or modify  existing  Leases or
enter into new Leases without the consent of Buyer,  provided  Seller  furnishes
Buyer a copy of any proposed modification, termination or new Lease and consults
with Buyer  concerning  same.  Thereafter,  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

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<PAGE>

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,  1997.  Buyer and its
independent  certified  accountants  shall be given access to Seller's books and
records  at any time  prior to and for six (6)  months  following  Closing  upon
reasonable advance notice in order that they may verify the financial statements
prior to Closing.  Seller agrees to execute and deliver or to cause its property
manager  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.  There are no contracts  or  agreements  affecting  the
Property,  oral or written, which will extend beyond the Closing Date other than
the  Contracts.  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;
to  Seller's  knowledge,  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

 - 12 -


<PAGE>

Buyer's prior written consent, which consent shall not be unreasonably withheld.
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,  the Property
is properly zoned for its present use, and 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 material  respects.  Seller agrees to use  reasonable  efforts to
obtain Tenant Estoppel Letters dated within thirty (30) days of Closing from all
Tenants under Leases,  which Tenant  Estoppel  Letters shall confirm the matters
reflected by the Rent Roll as to the particular tenant.

         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 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.  Seller has  obtained  all consents and
permissions  necessary  to carry out and  perform  its  obligations  under  this
Agreement.

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<PAGE>

         4.17  Environmental  Matters.  Seller represents and warrants as of the
date hereof and as of the Closing that Seller has not, and to Seller's knowledge
except for the matters  reflected  in the  Environmental  Assessments,  no other
person has, caused any Release, threatened Release, or disposal of any Hazardous
Material at the Property in any material quantity.

         4.18 Disclaimer of Certain  Warranties.  NOTHING IN THIS ARTICLE 4, NOR
ANY OTHER  PROVISION  OF THIS  AGREEMENT,  IS INTENDED OR SHALL BE  CONSTRUED TO
CONSTITUTE A  REPRESENTATION  OR WARRANTY BY SELLER WITH RESPECT TO (I) THE FAIR
MARKET  VALUE  OF THE  PROPERTY,  OR (II) THE  ACCURACY  OF ANY  PROJECTIONS  OR
ESTIMATES OF FUTURE INCOME OR EXPENSES FROM THE OPERATION OF THE PROPERTY.

         4.19 Disclaimer of Additional  Warranties.  BUYER ACKNOWLEDGES THAT THE
CONVEYANCE OF THE PROPERTY IS SPECIFICALLY MADE "AS-IS" AND "WHERE-IS",  WITHOUT
ANY  REPRESENTATIONS  OR WARRANTIES  EXPRESS OR IMPLIED  (EXCEPT FOR ANY EXPRESS
REPRESENTATIONS  AND  WARRANTIES  SET FORTH IN THIS  AGREEMENT  AND THE EXHIBITS
ATTACHED  HERETO AND THE  CLOSING  DOCUMENTS),  INCLUDING,  WITHOUT  LIMITATION,
IMPLIED  WARRANTIES OF FITNESS FOR ANY PARTICULAR  PURPOSE OR MERCHANTABILITY OR
ANY  OTHER  WARRANTIES  WHATSOEVER  CONTAINED  IN  OR  CREATED  BY  THE  UNIFORM
COMMERCIAL CODE OR OTHERWISE.

         BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT
AND THE EXHIBITS  ATTACHED HERETO AND IN THE CLOSING  DOCUMENTS,  NEITHER SELLER
NOR ANY OF ITS AGENTS  HAVE MADE,  AND  SPECIFICALLY  NEGATE AND  DISCLAIM,  ANY
REPRESENTATIONS,  WARRANTIES,  PROMISES, COVENANTS,  AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER  WHATSOEVER,  WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
OF, AS TO,  CONCERNING,  OR WITH RESPECT TO, (i) THE VALUE,  NATURE,  QUALITY OR
CONDITION OF THE PROPERTY,  INCLUDING,  WITHOUT LIMITATION,  THE WATER, SOIL AND
GEOLOGY,  (ii) THE  SUITABILITY  OF THE PROPERTY FOR ANY AND ALL  ACTIVITIES AND
USES THAT MAY BE CONDUCTED  THEREON,  (iii) THE COMPLIANCE OF OR BY THE PROPERTY
WITH ANY LAWS, RULES,  ORDINANCES OR REGULATIONS OF ANY APPLICABLE  GOVERNMENTAL
AUTHORITY, (iv) THE HABITABILITY, MERCHANTABILITY,  MARKETABILITY, PROFITABILITY
OR FITNESS FOR A  PARTICULAR  PURPOSE OF THE  PROPERTY,  OR (v) ANY OTHER MATTER
WITH RESPECT TO THE PROPERTY.  BUYER SHALL RELY SOLELY ON ITS OWN  INVESTIGATION
OF THE PROPERTY WITH REGARD TO ENVIRONMENTAL  MATTERS,  THE ASSESSMENT  REPORTS,
THE  REMEDIAL  ACTION  PLAN TO BE  PREPARED  BY DAMES & MOORE,  AND THE  CLOSING
DOCUMENTS, INCLUDING WITHOUT LIMITATION THE ENVIRONMENTAL ESCROW AGREEMENT.

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<PAGE>

         4.20 No Untrue Statement. To the best knowledge of Seller, 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.

     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 R.A.
Beard Co. and Richard A. Beard,  III, 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  Independent  Representation.  Each party is  represented  by legal
counsel of its own selection in connection with the negotiation and execution of
this Agreement and the closing of the acquisition of the Property and such legal
counsel is not and has not been directly or indirectly identified,  suggested or
selected by the other party. With respect to this Agreement, neither party is in
a significant disparate bargaining position.

- - 15 -


<PAGE>

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 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.  Seller has provided or caused
to be provided to Buyer the Title  Insurance  Commitment and the Survey (each of
which are to be  updated),  and Buyer hereby  acknowledges  receipt of the same.
Buyer  has  made  comments   concerning  a  previously  issued  title  insurance
commitment  (but not the  Survey),  by letter  dated  October  27,  1997,  which
comments were not resolved by the Title Insurance Commitment,  and such comments
are hereby  renewed.  Buyer  will have  through  the last day of the  Inspection
Period to notify Seller in writing of any additional  objections,  encroachments
or other matters not  acceptable  to Buyer.  Any  unresolved  objection on which
Buyer commented in its October 27, 1997, letter, or which Buyer hereafter raises
during the Inspection  Period shall be deemed an objection.  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;

 - 16 -


<PAGE>

or (ii) waive such Title Defects and/or objections and close the purchase of the
Property subject to them.

                  (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  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)  None  of  the  following  tenants  leasing  space  in the
Shopping Center shall have become a Bankrupt Tenant:

            Publix                          Walgreens
            Ross Dress for Less             Shaner's, Inc.
                                            Mae's Fabrics

For purposes of this Agreement, the term "Bankrupt Tenant" shall mean any tenant
(a) that (i) makes a general assignment for the benefit of creditors; (ii) files
a  voluntary  bankruptcy  petition;  (iii)  becomes  the subject of an order for
relief or is declared insolvent in any federal or state bankruptcy or insolvency
proceedings;  (iv)  files  a  petition  or  answer  seeking  for  the  tenant  a
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any law; (v) files an answer or other pleading admitting
or failing to contest the material  allegations  of a petition filed against the
tenant in a proceeding of the type  described in subclauses  (i) through (iv) of
this clause (a); or (vi) seeks,  consents to or acquiesces in the appointment of

 - 17 -


<PAGE>

a trustee, receiver, or liquidator of the tenant or of all or any substantial 
part of the tenant's properties; or  (b)  against  which  a  proceeding  seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar  relief under any law has been commenced and one hundred twenty (120)
days have expired without  dismissal  thereof or with respect to which,  without
the tenant's consent or acquiescence,  a trustee,  receiver or liquidator of the
tenant or of all or any  substantial  part of the tenant's  properties  has been
appointed and ninety (90) days have expired without the appointment  having been
vacated or stayed, or ninety (90) days have expired after the date of expiration
of a stay, if the appointment has not previously been vacated.

                  (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  and  except  for  any  activities  conducted  in  the  preparation  or
implementation of the Remedial Action Plan.

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

     (1) A special 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 (the "Assignment") to Buyer of
         all Leases and the  Contracts, together  with such permits
         and  licenses  (to the extent assignable) as may affect the
         Property, including an indemnity against breach of
         such  instruments by Seller prior to the Closing Date,  
         which indemnity shall be reciprocated by Buyer for breaches
         occurring from and after the Closing Date;

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

     (5) Notices of sale to tenants of the  Shopping  Center
         in form mutually agreeable to Seller and Buyer, duly executed by 
         Seller;

 - 18 -


<PAGE>

     (6) 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;

     (7) All Tenant  Estoppel  Letters  obtained  by Seller, which must include 
         Publix,  Walgreens,  Ross Dress for Less, Shaner's,  Inc., Mae's
         Fabrics 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 confirm the Rent Roll;

     (8) A general  assignment  of all  assignable  existing warranties relating
         to the Property;

     (9) A mechanics lien  and   possessory   affidavit, non-foreign affidavit,
         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;

    (10) 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;

    (11) Certificates of Seller and its constituent entities as may be 
         reasonably required by the title insurance company which affect the 
         authorization of the transactions described herein;

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

    (13) The Environmental Escrow Agreement, executed by Seller;

    (14) Materials; and

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

                  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

 - 19 -


<PAGE>

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)      Notices of sale to tenants of the Shopping Center in form
                  mutually agreeable to Seller and Buyer, duly executed by 
                  Buyer;

         (3)      The Environmental Escrow Agreement, executed by Buyer.

         (4)      An original counterpart of the Assignment, executed by
                  Buyer; and

         (5)      Such other documents as Seller may reasonably request to
                  effect the transactions 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 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 .

    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

- - 20 -


<PAGE>

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.

         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).  The limitation on Seller's remedies contained
in this  Section  does not apply to (i) defaults or breaches by Buyer in respect
of any  obligation or agreement  contained  herein (or in any other  document or
agreement  executed in connection  with the Closing) that survives  Closing,  or
(ii) any action  taken by Buyer to  interfere  with the  delivery of the Earnest
Money  Deposit to Seller if Seller is  entitled  to the  delivery of the Earnest
Money Deposit under this Agreement.

    10.  INTENTIONALLY OMITTED

    11.  MISCELLANEOUS

         11.1   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.

         11.2 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.

         11.3 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.

         11.4 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

- - 21 -


<PAGE>

overnight courier service or facsimile  (followed  promptly by hard copy) at the
addresses set forth below:

                  As to Seller:          Beneva Shops Associates, Ltd.
                                         c/o Sarofim Realty Advisors Co.
                                         Attention:  Jeff C. Spelman
                                         8201 Preston Road, Suite 300
                                         Dallas, Texas  75225
                                         Facsimile: (214) 692-4222

                                         Beneva Shops Associates, Ltd.
                                         c/o R. A. Beard Co.
                                         Attention:  Richard A. Beard, III
                                         100 North Tampa Street, Suite 3175
                                         Tampa, Florida  33602
                                         Facsimile: (813) 221-7296

                                         Beneva Shops Associates, Ltd.
                                         c/o Mr. William R. Cooper
                                         10000 N. Central Expressway, Suite 1150
                                         Dallas, Texas 75231
                                         Facsimile: (214) 360-1844

                  With copies to:        Donohoe, Jameson & Carroll, P.C.
                                         Attention:  Rebecca Hurley, Esq.
                                         3400 Renaissance Tower
                                         1201 Elm Street
                                         Dallas, Texas  75270
                                         Facsimile: (214) 744-0231

                                         Stutzman & Bromberg, P.C.
                                         Attention:  Myron D. Stutzman, Esq.
                                         2323 Bryan Street, Suite 2200
                                         Dallas, Texas 75201
                                         Facsimile: (214) 969-4999

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

- - 22 -


<PAGE>

                  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  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.

         11.5 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.

         11.6  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.

         11.7  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.

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

         11.9 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 Escrow Agent's  principal place of business is located.  Each party waives
its right to jurisdiction or venue in any other location.

         11.10  Successors  and  Assigns.  The  terms  and  provisions  of  this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto

- - 23 -


<PAGE>

and their respective successors and assigns.  No third parties, including any 
brokers or creditors, shall be beneficiaries hereof.

         11.11 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.

         11.12 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.

         11.13 Further  Instruments,  Etc.  Seller and Buyer shall,  at or after
Closing,  execute any and all documents and perform any and all acts  reasonably
necessary to fully implement this Agreement.

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

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

- - 24 -


<PAGE>

                                     EXHIBIT

                           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.       The financial  statement referred to above is fairly presented
                  in conformity with generally accepted accounting principles.

         2.       We have made available to you:

                  a.       All financial records and related data.

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

         3.       There have been no:

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

                  b.       Instances of fraud involving others 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  or as a basis for  recording a
                           loss contingency.


<PAGE>

         4.       There are no:

                  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   Accounting    for
                           Contingencies (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 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.

         5.       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.

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

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

                                     Very truly yours,

                                     "Seller/Manager"


                                      Name
                                      Title



<PAGE>



                                     EXHIBIT

                        Environmental Assessment Reports



1.       Phase II Soil and Groundwater Sampling; Malcolm-Pirnie, Inc. (MPI),
         September, 1996

2.       Site Screening Report; HSA Environmental, Inc., September, 1996

3.       Additional Phase II Assessment Report, LFR, April, 1997

4.       Revised Site Screening Report; LFR, June, 1997

5.       Source Area Delineation Report; LFR, July, 1997

6.       Phase II Environmental Property Assessment for Beneva Place Apartments;
         Nutting Environmental of Florida, Inc., November, 1997

7.       Pilot Test Results - Vacuum-Enhanced Recovery for Interim Remediation 
         of Tetrachloroethene; LFR, December, 1997

8.       Deep Well Installation and Sampling Report (Draft); LFR, February, 1998

9.       Contamination Assessment Report; LFR, June, 1998

10.      Additional Phase II Assessment Report; LFR, April, 1997

11.      Contamination Assessment Report; LFR, June 1, 1998


<PAGE>

                                     EXHIBIT

                         Environmental Escrow Agreement



<PAGE>



                                     EXHIBIT

                       Legal Description of Real Property



<PAGE>



                                     EXHIBIT

                                    Rent Roll



<PAGE>



                                     EXHIBIT

                             Form of Estoppel Letter



                                            _____________________, 199_




RRC Acquisitions Two, Inc.
Regency Centers, L.P.
121 W. Forsyth St., 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 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.


<PAGE>

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 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 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:_________________________________
- ----------------------------


<PAGE>

                                     EXHIBIT

                              DOCUMENT REQUEST LIST

Items To Be  Provided  By Seller (to the  extent  they are in  existence  and in
Seller's possession or in the possession of Seller's property manager):

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



<PAGE>



                              FIRST AMENDMENT TO
                            REINSTATEMENT AGREEMENT


         THIS AGREEMENT,  is made as of November 30, 1998, by and between BENEVA
SHOPS  ASSOCIATES,  LTD.,  a  Florida  limited  partnership  ("Seller")  and RRC
ACQUISITIONS TWO, INC., a Florida corporation ("Buyer").


                           W I T N E S S E T H:


         Seller and Buyer and RRC ACQUISITIONS,  INC.  heretofore entered into a
Reinstatement  Agreement  dated  as  of  October  28,  1998  (the  "Agreement"),
concerning  the sale by Seller and  acquisition  by Buyer,  as  Assignee  of RRC
ACQUISITIONS,  INC., of certain real and personal  property  described  therein,
located in Sarasota,  Florida. Seller and Buyer desire to amend the Agreement as
provided herein.

         NOW  THEREFORE,  in  consideration  of Ten Dollars  ($10.00)  and other
valuable  consideration,  including the covenants herein  contained,  Seller and
Buyer acknowledge and agree as follows:

    1. Section  1.19 of Exhibit "A" of the  Agreement is amended to read as
       follows:

         1.19 Inspection  Period means the period of time which expires
         at 11:59 PM, eastern standard time, on Tuesday, December 8, 1998.

    2. As  modified  hereby,  the  Agreement  continues  in full  force and
       effect.

         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

Name:                                       
                                                  By:                       
                                                  Its:                      

Name:                                              Date:                    

                                             Tax Identification No. 59-3210155

                                                              "BUYER"


 - 1 -


<PAGE>


                                        BENEVA SHOPS ASSOCIATES, LTD.,
                                        a Florida limited partnership

                                        By Its General Partner:

                                        Sarasota Beneva Company, Ltd.,
                                        a Florida limited partnership

                                        By Its General Partners:

                                        RAB Holdings, Inc., a Florida
Name:                                   corporation

                                        By:                                    
Name:                                   Richard A. Beard, III
As to RAB Holdings, Inc.                President

                                        WRC Holdings, Inc., a Texas
Name:                                   corporation

                                        By:                                   
Name:                                   William R. Cooper
As to WRC Holdings, Inc.                President

                                        Tax Identification No: 75-2018292

                                        Date:                                  




- - 2 -


<PAGE>




                               SECOND AMENDMENT TO
                             REINSTATEMENT AGREEMENT

         THIS  AGREEMENT,  is made as of December 8, 1998, by and between BENEVA
SHOPS  ASSOCIATES,  LTD.,  a  Florida  limited  partnership  ("Seller")  and RRC
ACQUISITIONS TWO, INC., a Florida corporation ("Buyer").

                              W I T N E S S E T H:

         Seller and Buyer and RRC ACQUISITIONS,  INC.  heretofore entered into a
Reinstatement   Agreement  dated  as  of  October  28,  1998,  as  amended  (the
"Agreement"),  concerning  the sale by  Seller  and  acquisition  by  Buyer,  as
Assignee  of RRC  ACQUISITIONS,  INC.,  of certain  real and  personal  property
described  therein,  located in  Sarasota,  Florida.  Seller and Buyer desire to
amend the Agreement as provided herein.

         NOW  THEREFORE,  in  consideration  of Ten Dollars  ($10.00)  and other
valuable  consideration,  including the covenants herein  contained,  Seller and
Buyer acknowledge and agree as follows:

         1. Buyer hereby  notifies  Seller,  that subject to the  conditions  to
Closing set forth in the Agreement and to the  additional  conditions  set forth
herein, Buyer has elected to proceed to closing of the transaction  contemplated
hereby.

         2. Section  2.1(a) of Exhibit "A" of the Agreement is replaced with the
following:

   (a) Purchase Price and Terms. The total Purchase Price for the
       Property  (subject to adjustment
 as provided  herein) shall be
       $11,288,850.00. The Purchase Price shall be payable in cash at
       Closing.

   3. As  modified  hereby,  the  Agreement  continues  in full  force and
      effect.

      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

Name:                                       
                                                  By:                       
                                                  Its:                      

Name:                                             Date:                     

                                              Tax Identification No. 59-3210155

                                                              "BUYER"

- - 1 -


<PAGE>


                                              BENEVA SHOPS ASSOCIATES, LTD.,
                                              a Florida limited partnership

                                              By Its General Partner:

                                              Sarasota Beneva Company, Ltd.,
                                              a Florida limited partnership

                                              By Its General Partners:

                                              RAB Holdings, Inc., a Florida
Name:                                         corporation

                                              By:                             
Name:                                         Richard A. Beard, III
As to RAB Holdings, Inc.                      President

                                              WRC Holdings, Inc., a Texas
Name:                                         corporation

                                              By:   
Name:                                         William R. Cooper
As to WRC Holdings, Inc.                      President

                                              Tax Identification No: 75-2018292

                                              Date:                            







                                                        A-8
ATL01/10402478v5                               A&B Draft 02/19/99
 
                                    EXHIBIT A

                   FORM OF ASSIGNMENT AND Acceptance AGREEMENT

         THIS ASSIGNMENT AND Acceptance AGREEMENT dated as of ___________, 199__
(the  "Agreement")  by and  among  _________________________  (the  "Assignor"),
_________________________   (the   "Assignee"),   REGENCY  CENTERS,   L.P.  (the
"Borrower"),  REGENCY  REALTY  CORPORATION  (the "Parent") and Wells Fargo BANK,
NATIONAL ASSOCIATION, as Agent (the "Agent").

         WHEREAS,  the  Assignor  is a Lender  under that  certain  Amended  and
Restated Credit  Agreement  dated as of February 26 1999 (as amended,  restated,
supplemented or otherwise  modified from time to time, the "Credit  Agreement"),
by and among the Borrower,  the Parent, the financial institutions party thereto
and their assignees under Section 12.8 thereof,  the Agent,  and the Syndication
Agent, Documentation Agent and Managing Agents named therein;

         WHEREAS,  the  Assignor  desires  to  assign to the  Assignee  all or a
portion of the  Assignor's  Commitment  under the Credit  Agreement,  all on the
terms and conditions set forth herein;

         WHEREAS,  the Borrower and the Agent consent to such  assignment on the
terms and conditions set forth herein.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which hereby are acknowledged by the parties hereto,  the parties
hereto hereby agree as follows:

         Section 1.  Assignment.

         (a)  Subject  to the  terms and  conditions  of this  Agreement  and in
consideration of the payment to be made by the Assignee to the Assignor pursuant
to  Section  2 of this  Agreement,  effective  as of  ____________,  199__  (the
"Assignment Date") the Assignor hereby irrevocably sells,  transfers and assigns
to the Assignee,  without recourse,  a $__________ interest (such interest being
the "Assigned  Commitment")  in and to the Assignor's  Commitment and all of the
other rights and  obligations of the Assignor under the Credit  Agreement,  such
Assignor's  Revolving Note and the other Loan Documents  representing ______% in
respect of the aggregate amount of all Lenders'  Commitments,  including without
limitation,   a  principal  amount  of  outstanding  Revolving
  Loans  equal  to
$_________,  all voting  rights of the  Assignor  associated  with the  Assigned
Commitment,  all  rights to  receive  interest  on such  amount of Loans and all
commitment  and other fees with  respect to the  Assigned  Commitment  and other
rights of the Assignor  under the Credit  Agreement and the other Loan Documents
with respect to the Assigned Commitment, all as if the Assignee were an original
Lender under and signatory to the Credit  Agreement having a Commitment equal to
such amount of the Assigned Commitment.  The Assignee,  subject to the terms and
conditions  hereof,  hereby assumes all obligations of the Assignor with respect
to the Assigned  Commitment as if the Assignee were an original Lender under and
signatory  to the Credit  Agreement  having a  Commitment  equal to the Assigned
Commitment,  which obligations  shall include,  but shall not be limited to, the
obligation of the Assignor to make Revolving  Loans to the Borrower with respect
to the Assigned Commitment and the obligation to indemnify the Agent as provided
therein (the foregoing enumerated  obligations,  together with all other similar
obligations  more  particularly  set forth in the Credit Agreement and the other
Loan Documents, shall be referred to hereinafter, collectively, as the "Assigned
Obligations").  [In addition,  the Assignor hereby irrevocably sells,  transfers
and assigns to the Assignee,  without recourse, a $____________  interest in and
to the  Assignor's  Bid Rate Note,  including  without  limitation,  a principal
amount of  outstanding  Bid Rate Loans  owing to the  Assignor  in an  aggregate
amount equal to  $__________,  all rights to receive  interest on such amount of
Bid Rate Loans and other rights of the Assignor  under the Credit  Agreement and
the other Loan  Documents  with  respect to such Bid Rate  Loans,  all as if the
Assignee had originally made such amount of Bid Rate Loans to the Borrower.  The
obligations  assigned  pursuant  to the  immediately  preceding  sentence  shall
constitute Assigned  Obligations  hereunder.] The Assignor shall have no further
duties or  obligations  with respect to, and shall have no further  interest in,
the  Assigned  Obligations  or  the  Assigned  Commitment  from  and  after  the
Assignment Date.

         (b) The assignment by the Assignor to the Assignee hereunder is without
recourse to the  Assignor.  The Assignee  makes and  confirms to the Agent,  the
Assignor,  and the other  Lenders  all of the  representations,  warranties  and
covenants  of a  Lender  under  Article  XI of  the  Credit  Agreement.  Not  in
limitation of the foregoing,  the Assignee  acknowledges and agrees that, except
as set forth in Section 4 below,  the Assignor is making no  representations  or
warranties  with respect to, and the Assignee hereby releases and discharges the
Assignor  for any  responsibility  or  liability  for: (i) the present or future
solvency or  financial  condition  of the  Borrower,  (ii) any  representations,
warranties,  statements  or  information  made or  furnished  by the Borrower in
connection with the Credit Agreement or otherwise, (iii) the validity, efficacy,
sufficiency, or enforceability of the Credit Agreement, any Loan Document or any
other  document  or  instrument  executed  in  connection   therewith,   or  the
collectibility  of the Assigned  Obligations,  (iv) the perfection,  priority or
validity of any Lien with  respect to any  collateral  at any time  securing the


<PAGE>

Obligations or the Assigned  Obligations under the Notes or the Credit Agreement
and (v) the  performance or failure to perform by the Borrower of any obligation
under the Credit Agreement or any document or instrument  executed in connection
therewith.  Further,  the Assignee  acknowledges that it has,  independently and
without reliance upon the Agent, or on any affiliate or subsidiary  thereof,  or
any other Lender and based on the financial  statements supplied by the Borrower
and such other documents and information as it has deemed appropriate,  made its
own credit analysis and decision to become a Lender under the Credit  Agreement.
The Assignee also acknowledges that it will,  independently and without reliance
upon the Agent or any other Lender and based on such  documents and  information
as it shall  deem  appropriate  at the  time,  continue  to make its own  credit
decisions in taking or not taking action under the Credit  Agreement or any Note
or  pursuant  to  any  other  obligation.  The  Agent  shall  have  no  duty  or
responsibility,  either  initially  or on a  continuing  basis,  to provide  the
Assignee with any credit or other information with respect to the Borrower or to
notify the  undersigned of any Event of Default except as expressly  provided in
the Credit  Agreement.  The Assignee has not relied on the Agent as to any legal
or factual matter in connection therewith or in connection with the transactions
contemplated thereunder.

         Section 2. Payment by Assignee. In consideration of the assignment made
pursuant  to  Section 1 of this  Agreement,  the  Assignee  agrees to pay to the
Assignor on the Assignment Date, an amount equal to $_________  representing the
aggregate  principal  amount  outstanding  of the  Revolving  Loans owing to the
Assignor under the Credit  Agreement and the other Loan Documents being assigned
hereby.  [Further,  the Assignee agrees to pay to the Assignor on the Assignment
Date, an amount equal to  $____________  representing  the  aggregate  principal
amount  outstanding of the Bid Rate Loans owing to the Assignor under the Credit
Agreement and the other Loan Documents being assigned hereby.]

         Section 3.  Payments by Assignor.  The Assignor agrees to pay to the
Agent on the Assignment Date the administration fee, if any, payable under the 
applicable provisions of the Credit Agreement.

         Section 4.  Representations  and  Warranties of Assignor.  The Assignor
hereby  represents  and warrants to the Assignee  that (a) as of the  Assignment
Date (i) the Assignor is a Lender under the Credit Agreement having a Commitment
under the Credit  Agreement  immediately  prior to the Assignment Date, equal to
$____________  and that the Assignor is not in default of its obligations  under
the Credit Agreement;  and (ii) the outstanding balance of Revolving Loans owing
to the Assignor [and the outstanding  principal  balance of Bid Rate Loans owing
to the Assignor]  (without  reduction by any assignments  thereof which have not
yet become effective) is $____________[and $__________ , respectively];  and (b)
it is the legal and beneficial  owner of the Assigned  Commitment  which is free
and clear of any adverse claim created by the Assignor.

         Section 5. Representations,  Warranties and Agreements of Assignee. The
Assignee (a) represents and warrants that it is legally authorized to enter into
this  Agreement;  (b) it is an  "accredited  investor"  (as such term is used in
Regulation D of the Securities Act); (c) confirms that it has received a copy of
the  Credit  Agreement,  together  with  copies  of the  most  recent  financial
statements  delivered  pursuant thereto and such other documents and information
(including  without  limitation the Loan Documents) as it has deemed appropriate
to make its own credit analysis and decision to enter into this  Agreement;  (d)
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise  such powers under the Loan  Documents as are delegated to the Agent
by the terms  thereof  together  with such powers as are  reasonably  incidental
thereto;  (e)  agrees  that it will  become a party to and shall be bound by the
Credit  Agreement,  the other Loan  Documents  to which the other  Lenders are a
party on the Assignment Date and will perform in accordance therewith all of the
obligations which are required to be performed by it as a Lender.

         Section 6.  Recording and  Acknowledgment  by the Agent.  Following the
execution of this  Agreement,  the Assignor will deliver to the Agent (a) a duly
executed copy of this  Agreement for  acknowledgment  and recording by the Agent
and (b) the Assignor's  Revolving Note [and Bid Rate Note].  The Borrower agrees
to exchange  such Note[s] for [a] new Note[s] as provided in Section  12.8(c) of
the Credit Agreement. Upon such acknowledgment and recording, from and after the
Assignment  Date,  the Agent shall make all  payments in respect of the interest
assigned  hereby  (including  payments of  principal,  interest,  fees and other
amounts) to the Assignee.  The Assignor and Assignee shall make all  appropriate
adjustments  in payments  under the Credit  Agreement  for periods  prior to the
Assignment Date directly between  themselves.  The Agent may unilaterally  amend
Annex I to the Credit Agreement to reflect the assignment effected hereby.

<PAGE>

         Section 7.  Addresses.  The Assignee specifies as its address for 
notices and its Lending Office for all Loans, the offices set forth below:

         Notice Address:                                                       


                                            Telephone No.:             
                                            Telecopy No.:                      

         Domestic Lending Office:                                              


                                            Telephone No.:             
                                            Telecopy No.:                      

         LIBOR Lending Office:                                                 


                                            Telephone No.:             
                                            Telecopy No.:                      

         Section  8.  Payment  Instructions.  All  payments  to be  made  to the
Assignee  under this  Agreement by the Assignor,  and all payments to be made to
the Assignee under the Credit Agreement, shall be made as provided in the Credit
Agreement in accordance with the following instructions:

         Section  9.  Effectiveness  of  Assignment.  This  Agreement,  and  the
assignment and assumption  contemplated herein, shall not be effective until (a)
this Agreement is executed and delivered by each of the Assignor,  the Assignee,
the  Borrower  and the Agent and (b) the payment to the  Assignor of the amounts
owing by the  Assignee  pursuant  to Section 2 hereof and (c) the payment to the
Agent of the amounts  owing by the Assignor  pursuant to Section 3 hereof.  Upon
recording and  acknowledgment of this Agreement by the Agent, from and after the
Assignment  Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this  Agreement,  have the rights and obligations of a
Lender  thereunder and (ii) the Assignor  shall,  to the extent provided in this
Agreement,  relinquish its rights and be released from its obligations under the
Credit Agreement;  provided,  however,  that if the Assignor does not assign its
entire interest under the Loan  Documents,  it shall remain a Lender entitled to
all of the  benefits  and  subject  to all of the  obligations  thereunder  with
respect to its Commitment.

         Section 10.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND 
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

         Section 11.  Counterparts. This Agreement may be executed in any number
of counterparts each of which, when taken together, shall constitute one and the
same agreement.

         Section 12. Headings. Section headings have been inserted herein for
 convenience only and shall not be construed to be a part hereof.

         Section 13.  Amendments; Waivers.  This Agreement may not be amended, 
changed, waived or modified except by a writing executed by the Assignee and the
 Assignor.

         Section  14.  Entire  Agreement.  This  Agreement  embodies  the entire
agreement  between the  Assignor  and the  Assignee  with respect to the subject
matter hereof and supersedes  all other prior  arrangements  and  understandings
relating to the subject matter hereof.

         Section 15. Binding Effect.This Agreement shall be binding upon and 
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

         Section 16.  Definitions.  Terms not otherwise defined herein are used
 herein with the respective meanings given them in the Credit Agreement.

         [Include this Section only if the Borrower's  consent is required under
Section 12.8.(c) of the Credit Agreement]Section 17. Agreements of the Borrower.
The Borrower  hereby agrees that the Assignee shall be a Lender under the Credit
Agreement  having a Commitment  equal to the Assigned  Commitment.  The Borrower
agrees that the  Assignee  shall have all of the rights and remedies of a Lender
under the Credit  Agreement and the other Loan Documents as if the Assignee were
an original Lender under and signatory to the Credit Agreement,  including,  but
not  limited  to, the right of a Lender to receive  payments  of  principal  and
interest with respect to the Assigned Obligations,  if any, and to the Revolving
Loans made by the Lenders  after the date  hereof and to receive the  commitment
and other fees  payable  to the  Lenders as  provided  in the Credit  Agreement.
Further,  the Assignee shall be entitled to the indemnification  provisions from
the Borrower in favor of the Lenders as provided in the Credit Agreement and the
other Loan  Documents.  The Borrower  further  agrees,  upon the  execution  and
delivery of this Agreement, to execute in favor of the Assignee a Revolving Note
in an initial  amount  equal to the Assigned  Commitment  [and a Bid Rate Note].
Further,  the Borrower  agrees  that,  upon the  execution  and delivery of this
Agreement, the Borrower shall owe the Assigned Obligations to the Assignee as if
the Assignee were the Lender originally making such Loans and entering into such
other obligations.


<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Assignment and Acceptance Agreement as of the date and year first written above.

                                            ASSIGNOR:

                                            [Name of Assignor]

                                            By:                                
                                                 Title:                        


                                            ASSIGNEE:

                                            [Name of Assignee]

                                            By:                                
                                            Title:                        

Agreed and Consented to as of the date first written above.

[Include signature of the Borrower only
 if required under Section 12.8.(c) of the
 Credit Agreement]


BORROWER:

Regency Centers, L.P.

By: Regency Realty Corporation, its sole general partner

   By:                                      
        Title:                              

PARENT:

REGENCY REALTY CORPORATION

By:                                         
     Title:                                 



<PAGE>

Accepted as of the date first written above.

AGENT:

Wells Fargo BANK, NATIONAL ASSOCIATION, as Agent

By:                                         
      Title:                                



<PAGE>

                                                        B-5
ATL01/10402478v5                                A&B Draft 02/19/99

                                    EXHIBIT B

                          FORM OF designation AGREEMENT


         THIS  designation  AGREEMENT  dated  as  of  ___________,   _____  (the
"Agreement") by and among  _________________________ (the "Designating Lender"),
_________________________ (the "Designated Lender") and
Wells Fargo Bank, National Association, as Agent (the "Agent").

         WHEREAS,  the Designating Lender is a Lender under that certain Amended
and  Restated  Credit  Agreement  dated as of  February  26,  1999 (as  amended,
restated,  supplemented  or otherwise  modified  from time to time,  the "Credit
Agreement"),  by and among Regency Centers, L.P., a Delaware limited partnership
(the "Borrower"),  Regency Realty Corporation,  the financial institutions party
thereto and their  assignees under Section 12.8 thereof (the  "Lenders"),  Wells
Fargo  Bank,  National  Association,   as  Agent,  and  the  Syndication  Agent,
Documentation Agent and Managing Agents named therein;

         WHEREAS, pursuant to Section 12.8(d), the Designating Lender desires to
designate the Designated Lender as its "Designated  Lender" under and as defined
in the Credit Agreement; and

         WHEREAS,  the  Agent  consents  to such  designation  on the  terms and
conditions set forth herein.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which hereby are acknowledged by the parties hereto,  the parties
hereto hereby agree as follows:

         Section 1.  Designation.  Subject to the terms and  conditions  of this
Agreement,  the Designating  Lender hereby designates the Designated Lender, and
the Designated Lender hereby accepts such  designation,  to have a right to make
Bid Rate Loans on behalf of the  Designating  Lender pursuant to Section 2.2. of
the Credit Agreement. Any assignment by the Designating Lender to the Designated
Lender of rights to make a Bid Rate Loan  shall  only be  effective  at the time
such Bid Rate Loan is funded by the Designated  Lender.  The Designated  Lender,
subject to the terms and conditions hereof,  hereby agrees to make such accepted
Bid Rate Loans and to perform such other obligations as may be required of it as
a Designated Lender under the Credit Agreement.

         Section 2.  Designating  Lender  Not  Discharged.  Notwithstanding  the
designation of the Designated Lender hereunder,  the Designating Lender shall be
and remain  obligated  to the  Borrower,  the Agent and the Lenders for each and
every of the  obligations of the Designating  Lender and its related  Designated
Lender  with  respect to the  Credit  Agreement  and the other  Loan  Documents,
including,  without limitation,  any  indemnification  obligations under Section
11.7 and any sums otherwise payable to the Borrower by the Designated Lender.

         Section 3. No  Representations  by Designating  Lender. The Designating
Lender makes no representation or warranty and, except as set forth in Section 8
below, assumes no responsibility  pursuant to this Agreement with respect to (a)
any statements,  warranties or representations made in or in connection with any
Loan Document or the execution, legality, validity, enforceability, genuineness,
sufficiency  or value of any Loan Document or any other  instrument and document
furnished  pursuant  thereto and (b) the financial  condition of the Borrower or
any of its  Subsidiaries or the performance or observance by the Borrower of any
of its obligations  under any Loan Document or any other  instrument or document
furnished pursuant thereto.

         Section 4.  Representations  and  Covenants of Designated  Lender.  The
Designated Lender makes and confirms to the Agent, the Designating  Lender,  and
the other  Lenders all of the  representations,  warranties  and  covenants of a
Lender  under  Article  XI of the Credit  Agreement.  Not in  limitation  of the
foregoing,  the  Designated  Lender (a)  represents  and warrants that it (i) is
legally  authorized  to  enter  into  this  Agreement;  (ii)  is an  "accredited
investor" (as such term is used in Regulation D of the Securities Act) and (iii)
meets the requirements of a "Designated  Lender"  contained in the definition of
such term contained in the Credit Agreement; (b) confirms that it has received a
copy of the Credit Agreement,  together with copies of the most recent financial
statements  delivered  pursuant thereto and such other documents and information
(including  without  limitation the Loan Documents) as it has deemed appropriate
to make its own credit analysis and decision to enter into this  Agreement;  (c)
confirms that it has,  independently  and without reliance upon the Agent, or on
any  affiliate  thereof,  or any  other  Lender  and  based  on  such  financial
statements  and such  other  documents  and  information,  made  its own  credit
analysis and decision to become a Designated  Lender under the Credit Agreement;
(d)  appoints  and  authorizes  the  Agent to take such  action  as  contractual
representative  on its  behalf  and to  exercise  such  powers  under  the  Loan
Documents as are delegated to the Agent by the terms thereof  together with such
powers as are reasonably  incidental thereto; and (e) agrees that it will become
a party to and shall be bound by the Credit Agreement,  the other Loan Documents
to which the other Lenders are a party on the Effective  Date (as defined below)
and will  perform  in  accordance  therewith  all of the  obligations  which are
required to be performed by it as a Designated  Lender.  The  Designated  Lender
also  acknowledges  that it will,  independently  and without  reliance upon the


<PAGE>

Agent or any other  Lender and based on such  documents  and  information  as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking  action under the Credit  Agreement or any Note or pursuant
to any other  obligation.  The Designated  Lender  acknowledges  and agrees that
except as expressly required under the Credit Agreement, the Agent shall have no
duty or responsibility whatsoever, either initially or on a continuing basis, to
provide the Designated  Lender with any credit or other information with respect
to the  Borrower or any other Loan Party or to notify the  Designated  Lender of
any Default or Event of Default.

         Section 5. Appointment of Designating Lender as  Attorney-In-Fact.  The
Designated  Lender  hereby  appoints the  Designating  Lender as the  Designated
Lender's agent and  attorney-in-fact,  and grants to the  Designating  Lender an
irrevocable  power of  attorney,  to receive any and all payments to be made for
the benefit of the Designated Lender under the Credit Agreement,  to deliver and
receive all  notices and other  communications  under the Credit  Agreement  and
other Loan  Documents  and to exercise  on the  Designated  Lender's  behalf all
rights to vote and to grant and make approvals,  waivers, consents of amendments
to or under the Credit Agreement or other Loan Documents.  Any document executed
by the Designating  Lender on the Designated  Lender's behalf in connection with
the Credit  Agreement or other Loan Documents shall be binding on the Designated
Lender.  The  Borrower,  each Agent and each of the  Lenders may rely on and are
beneficiaries of the preceding provisions.

         Section 6.  Acceptance  by the Agent.  Following  the execution of this
Agreement by the Designating  Lender and the Designated  Lender, the Designating
Lender will (i) deliver to the Agent a duly executed  original of this Agreement
for  acceptance by the Agent and (ii) pay to the Agent the fee, if any,  payable
under the applicable provisions of the Credit Agreement whereupon this Agreement
shall become  effective as of the date of such  acceptance or such other date as
may be specified on the signature page hereof (the "Effective Date").

         Section 7. Effect of Designation. Upon such acceptance and recording by
the Agent, as of the Effective  Date, the Designated  Lender shall be a party to
the Credit Agreement with a right to make Bid Rate Loans as a Lender pursuant to
Section 2.2. of the Credit  Agreement and the rights and obligations of a Lender
related  thereto;  provided,  however,  that the Designated  Lender shall not be
required to make payments with respect to such obligations  except to the extent
of excess cash flow of such Designated Lender which is not otherwise required to
repay  obligations  of such  Designated  Lender  which are then due and payable.
Notwithstanding  the  foregoing,  the  Designating  Lender,  as  Agent  for  the
Designated Lender, shall be and remain obligated to the Borrower,  the Agent and
the Lenders for each and every of the  obligations of the Designated  Lender and
its Designating Lender with respect to the Credit Agreement.

         Section 8. Indemnification of Designated Lender. The Designating Lender
unconditionally  agrees to pay or reimburse the  Designated  Lender and save the
Designated  Lender  harmless  against  all  liabilities,   obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind or nature  whatsoever which may be imposed or asserted by any of the
parties to the Loan Documents against the Designated  Lender, in its capacity as
such, in any way relating to or arising out of this  Agreement or any other Loan
Documents or any action taken or omitted by the Designated  Lender  hereunder or
thereunder,  provided  that the  Designating  Lender shall not be liable for any
portion of such liabilities,  obligations,  losses, damages, penalties, actions,
judgments,  suits, costs, expenses or disbursements if the same results from the
Designated Lender's gross negligence or willful misconduct.

         Section 9.  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

         Section 10.  Counterparts. This Agreement may be executed in any number
of counterparts each of which, when taken together, shall constitute one and the
same agreement.

         Section 11.  Headings.  Section headings have been inserted herein for 
convenience only and shall not be construed to be a part hereof.

         Section 12.  Amendments; Waivers. This Agreement may not be amended,
changed, waived or modified except by a writing executed by all parties hereto.

         Section 13.  Binding Effect. This Agreement shall be binding upon and 
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

         Section 14.  Definitions.  Terms not otherwise defined herein are used 
herein with the respective meanings given them in the Credit Agreement.


                         [Signatures on Following Page]



<PAGE>


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

                                            Effective Date:                    


                                            DESIGNATING LENDER:

                                            [Name of Designating Lender]

 
                                                 Name:                         
                                                 Title:                        


                                            Designated Lender:

                                            [Name of Designated Lender]


                                            By:                                
                                                 Name:                         
                                                 Title:                        

Accepted as of the date first written above.

AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent


By:                                         
     Name:                                  
     Title:                                 




<PAGE>
                                    EXHIBIT C

                             Form of REVOLVING NOTE

$______________                                   _________, 199_

         FOR VALUE RECEIVED, the undersigned,  REGENCY CENTERS, L.P., a Delaware
limited partnership (the "Borrower") hereby  unconditionally  promises to pay to
the order of ___________________________  (the "Lender"), in care of Wells Fargo
Bank,  National  Association,  as Agent  (the  "Agent"),  to Wells  Fargo  Bank,
National  Association,  111 Sutter Street, 8th Floor, San Francisco,  California
94104 or at such other address as may be specified by the Agent to the Borrower,
the principal sum of ___________________  AND ___/100 DOLLARS  ($_____________),
or such lesser amount as may be the then  outstanding  and unpaid balance of all
Revolving Loans or the Term Loan made by the Lender to the Borrower pursuant to,
and in accordance with the terms of, the Credit Agreement.

         The Borrower  further  agrees to pay  interest at said office,  in like
money, on the unpaid  principal  amount owing hereunder from time to time on the
dates and at the rates and at the times specified in the Credit Agreement.

         This Revolving Note is one of the "Revolving Notes" referred to in that
certain Amended and Restated Credit  Agreement dated as of February 26, 1999 (as
amended,  restated,  supplemented  or otherwise  modified from time to time, the
"Credit Agreement"), by and among the Borrower, Regency Realty Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof (the  "Lenders"),  the Agent, and the Syndication  Agent,  Documentation
Agent and Managing Agents named therein, and is subject to, and entitled to, all
provisions and benefits  thereof.  Capitalized terms used herein and not defined
herein  shall  have the  respective  meanings  given to such terms in the Credit
Agreement. The Credit Agreement, among other things, (a) provides for the making
of  Revolving  Loans  by the  Lender  to the  Borrower  from  time to time in an
aggregate  amount not to exceed at any time  outstanding the Dollar amount first
above mentioned, (b) permits the prepayment of the Loans by the Borrower subject
to certain terms and  conditions  and (c) provides for the  acceleration  of the
Revolving Loans and Term Loans upon the occurrence of certain specified events.

         The Borrower hereby waives presentment,  demand,  protest and notice of
any  kind.  No  failure  to  exercise,  and no delay in  exercising  any  rights
hereunder  on the part of the holder  hereof  shall  operate as a waiver of such
rights.

         [The  following  text is to be included in only those  Revolving  Notes
executed  in  favor of the  Lenders  who  were a party  to the  Existing  Credit
Agreement  at the time of the  amendment  and  restatement  thereof  --This Note
amends and restates that certain Note dated  ___________,  199_, in the original
principal amount of $___________ executed and delivered by the Borrower, payable
to the order of the  Lender.  THIS NOTE IS NOT  INTENDED TO BE, AND SHALL NOT BE
CONSTRUED  TO  BE,  A  NOVATION  OF ANY OF THE  OBLIGATIONS  OWING  UNDER  OR IN
CONNECTION WITH SUCH OTHER NOTE.]

         Time is of the essence for this Note.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE
LAWS OF THE STATE OF GEORGIA.

         IN WITNESS  WHEREOF,  the  undersigned  has executed and delivered this
Note under seal as of the date written above.

                       REGENCY CENTERS, L.P.

                       By: Regency Realty Corporation, its sole general partner

                           By:                                      
                               Name:                               
                               Title:                              


                                 [CORPORATE SEAL]

STATE OF GEORGIA

COUNTY OF                             

         BEFORE ME, a Notary Public in and for said County,  personally appeared
_____________________,    known    to   me   to   be   a    person    who,    as
____________________________  of  Regency  Realty  Corporation,  as the  general
partner of Regency Centers,  L.P., the entity which executed the foregoing Note,
signed the same, and  acknowledged  to me that he did so sign said instrument in
the name and upon behalf of said corporation as an officer of said corporation.

         IN TESTIMONY WHEREOF,  I have hereunto  subscribed my name, and affixed
my official seal, this ____ day of _______________, ___________.

                                     Notary Public

                                     My Commission Expires:


<PAGE>
                                    EXHIBIT D
                              FORM OF BID RATE NOTE

                                                ____________, 19__

         FOR VALUE RECEIVED, the undersigned,  REGENCY CENTERS, L.P., a Delaware
limited  partnership  (the  "Borrower"),  hereby promises to pay to the order of
________________  (the  "Lender"),   in  care  of  Wells  Fargo  Bank,  National
Association,  as Agent (the "Agent"), to Wells Fargo Bank, National Association,
111 Sutter Street, 8th Floor, San Francisco,  California 94104, or at such other
address as may be specified by the Agent to the Borrower,  the aggregate  unpaid
principal  amount of Bid Rate Loans made by the Lender to the Borrower under the
Credit  Agreement,  on the dates and in the  principal  amounts  provided in the
Credit  Agreement,  and to pay interest on the unpaid  principal  amount of each
such Bid Rate Loan, at such office at the rates and on the dates provided in the
Credit Agreement.

         The date, amount, interest rate and maturity date of each Bid Rate Loan
made by the  Lender to the  Borrower,  and each  payment  made on account of the
principal  thereof,  shall be recorded by the Lender on its books and,  prior to
any  transfer  of this Note,  endorsed  by the Lender on the  schedule  attached
hereto or any continuation  thereof,  provided that the failure of the Lender to
make any such recordation or endorsement shall not affect the obligations of the
Borrower  to make a  payment  when due of any  amount  owing  under  the  Credit
Agreement or hereunder in respect of the Bid Rate Loans made by the Lender.

         This Note is one of the Bid Rate Notes  referred  to in the Amended and
Restated Credit  Agreement dated as of February 26, 1999 (as amended,  restated,
supplemented  or otherwise  modified  from time to time in  accordance  with its
terms, the "Credit  Agreement") among the Borrower,  Regency Realty Corporation,
the financial  institutions  initially  party thereto and their  assignees under
Section 12.8. thereof, Wells Fargo Bank, National Association, as Agent, and the
Syndication Agent,  Documentation  Agent and Managing Agents named therein,  and
evidences  Bid Rate  Loans  made by the  Lender  thereunder.  Terms used but not
otherwise defined in this Note have the respective  meanings assigned to them in
the Credit Agreement.

         The Credit  Agreement  provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for  prepayments of Bid Rate
Loans upon the terms and conditions specified therein.

         Except as permitted by Section 12.8. of the Credit Agreement, this Note
 may not be assigned by the Lender to any other Person.

         This Note shall be governed by, and construed in accordance  with,  the
laws of the State of GEORGIA.

         The Borrower hereby waives presentment for payment,  demand,  notice of
demand, notice of non-payment,  protest, notice of protest and all other similar
notices.

         [The  following  text is to be  included  in only  those Bid Rate Notes
executed  in  favor of the  Lenders  who  were a party  to the  Existing  Credit
Agreement  at the time of the  amendment  and  restatement  thereof  --This Note
amends and restates that certain Bid Rate Note dated ___________, 199_, executed
and delivered by the Borrower,  payable to the order of the Lender. THIS NOTE IS
NOT  INTENDED TO BE, AND SHALL NOT BE  CONSTRUED TO BE, A NOVATION OF ANY OF THE
OBLIGATIONS OWING UNDER OR IN CONNECTION WITH SUCH OTHER NOTE.]

         Time is of the essence for this Note.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this Bid
Rate Note under seal as of the date first written above.

                                  REGENCY CENTERS, L.P.

                                  By: Regency Realty Corporation, 
                                      its sole general partner

                                      By:                             
                                           Name:                      
                                           Title:                     

                                                     [CORPORATE SEAL]
STATE OF GEORGIA

COUNTY OF                             

         BEFORE ME, a Notary Public in and for said County,  personally appeared
, known to me to be a person  who,  as  ____________________________  of Regency
Realty Corporation,  as the general partner of Regency Centers, L.P., the entity
which executed the foregoing Note,  signed the same, and acknowledged to me that
he did so sign said  instrument in the name and upon behalf of said  corporation
as an officer of said corporation.

         IN TESTIMONY WHEREOF,  I have hereunto  subscribed my name, and affixed
my official seal, this ____ day of __________________, __________.

                                     Notary Public

                                     My Commission Expires:

<PAGE>


                           SCHEDULE OF BID RATE LOANS


         This Note  evidences  Bid Rate Loans  made  under the  within-described
Credit  Agreement  to the  Borrower,  on the dates,  in the  principal  amounts,
bearing interest at the rates and maturing on the dates set forth below, subject
to the payments and prepayments of principal set forth below:

            Principal             Maturity     Amount        Unpaid
Date of     Amount of  Interest    Date of     Paid or      Principal  Notation
Loan         Loan        Rate       Loan       Prepaid       Amount     Made By
- ----         ----        ----      ----        -------       ------     -------




<PAGE>
                                    EXHIBIT E

                             FORM OF SWINGLINE NOTE

$30,000,000                                    February 26, 1999

         FOR  VALUE  RECEIVED,  the  undersigned,  regency  centers,  l.p.  (the
"Borrower"),  hereby promises to pay to the order of WELLS FARGO BANK,  NATIONAL
ASSOCIATION  (the "Swingline  Lender") to its address at 111 Sutter Street,  8th
Floor,  San  Francisco,  California  94104,  or at such other  address as may be
specified by the Swingline  Lender to the Borrower,  the principal sum of THIRTY
MILLION AND NO/100 DOLLARS  ($30,000,000)  (or such lesser amount as shall equal
the aggregate  unpaid  principal amount of Swingline Loans made by the Swingline
Lender to the  Borrower  under the  Credit  Agreement),  on the dates and in the
principal amounts provided in the Credit  Agreement,  and to pay interest on the
unpaid principal amount owing hereunder,  at the rates and on the dates provided
in the Credit Agreement.

         The date,  amount of each  Swingline  Loan,  and each  payment  made on
account of the principal  thereof,  shall be recorded by the Swingline Lender on
its books and,  prior to any  transfer of this Note,  endorsed by the  Swingline
Lender on the schedule  attached hereto or any  continuation  thereof,  provided
that the  failure  of the  Swingline  Lender  to made any  such  recordation  or
endorsement  shall not affect the  obligations of the Borrower to make a payment
when due of any amount owing under the Credit  Agreement or hereunder in respect
of the Swingline Loans.

         This Note is the Swingline Note referred to in the Amended and Restated
Credit  Agreement  dated  as  of  February  26,  1999  (as  amended,   restated,
supplemented  or otherwise  modified  from time to time in  accordance  with its
terms, the "Credit  Agreement") among the Borrower,  Regency Realty Corporation,
the financial  institutions  initially  party thereto and their  assignees under
Section 12.8 thereof, Wells Fargo Bank, National Association,  as Agent, and the
Syndication Agent,  Documentation  Agent and Managing Agents named therein,  and
evidences Swingline Loans made thereunder.  Terms used but not otherwise defined
in this  Note  have  the  respective  meanings  assigned  to them in the  Credit
Agreement.

         The Credit  Agreement  provides for the acceleration of the maturity of
this Note upon the occurrence of certain events and for prepayments of Swingline
Loans upon the terms and conditions specified therein.

         This Note shall be governed by, and construed in accordance  with,  the
laws of the State of GEORGIA.

         The Borrower hereby waives presentment for payment,  demand,  notice of
demand, notice of non-payment,  protest, notice of protest and all other similar
notices.

         This Note amends and restates that certain  Swingline  Note dated March
27, 1998, in the original principal amount of $20,000,000 executed and delivered
by the Borrower,  payable to the order of the Swingline Lender. THIS NOTE IS NOT
INTENDED  TO BE,  AND SHALL NOT BE  CONSTRUED  TO BE, A  NOVATION  OF ANY OF THE
OBLIGATIONS OWING UNDER OR IN CONNECTION WITH SUCH OTHER SWINGLINE NOTE.

         Time is of the essence for this Note.

         IN WITNESS  WHEREOF,  the  undersigned  has executed and delivered this
Swingline Note under seal as of the date first written above.

                                 Regency Centers,  L.P.

                                 By: Regency Realty Corporation, 
                                     its sole general partner

                                 By:                             
                                     Name:                      
                                     Title:                     

                             [CORPORATE SEAL]

STATE OF GEORGIA

COUNTY OF                             


         BEFORE ME, a Notary Public in and for said County,  personally appeared
, known to me to be a person  who,  as  ____________________________  of Regency
Realty Corporation,  as the general partner of Regency Centers, L.P., the entity
which executed the foregoing Note,  signed the same, and acknowledged to me that
he did so sign said  instrument in the name and upon behalf of said  corporation
as an officer of said corporation.

         IN TESTIMONY WHEREOF,  I have hereunto  subscribed my name, and affixed
my official seal, this ____ day of __________________, ____________.

                                     Notary Public

                                     My Commission Expires:


<PAGE>


                           SCHEDULE OF SWINGLINE LOANS

         This Note  evidences  Swingline  Loans made under the  within-described
Credit Agreement to the Borrower,  on the dates and in the principal amounts set
forth  below,  subject to the payments and  prepayments  of principal  set forth
below:

                 Principal Amount   Amount Paid or   Unpaid Principal   Notation
Date of Loan        of Loan            Prepaid            Amount         Made By



<PAGE>

                                                        F-2
ATL01/10402478v5                                A&B Draft 02/19/99

                                    EXHIBIT F

                           FORM OF NOTICE OF BORROWING

                                                ____________, 199__

Wells Fargo Bank, National Association
2859 Paces Ferry Road, Suite 1805
Atlanta, Georgia 30339
Attention: Mary Ann Kelly

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999, as amended (the "Credit Agreement"), by and among
Regency  Centers,  L.P.  (the  "Borrower"),   Regency  Realty  Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof, Wells Fargo Bank, National Association, as Agent (the "Agent"), and the
Syndication  Agent,  Documentation  Agent and  Managing  Agents  named  therein.
Capitalized  terms used herein,  and not otherwise  defined  herein,  have their
respective meanings given them in the Credit Agreement.

         1.       Pursuant  to  Section  2.1(b)  of the  Credit  Agreement,  the
                  Borrower  hereby  requests  that the Lenders  make a Revolving
                  Loan   to   the    Borrower    in   an    amount    equal   to
                  $___________________.

         2.       The  Borrower   requests  that  the  Revolving  Loan  be  made
                  available to the Borrower on ____________, 199__.

         3. The Borrower hereby requests that the requested Revolving Loan be of
the following Type:

                  [Check one box only]

          Base Rate Loan
          LIBOR Loan, with an initial Interest Period for a duration of:

                         [Check one box only]       one month
                                                    two months
                                                    three months
                                                    six months

         4. The proceeds of the Revolving Loan will be used for the following:

                  --------------------------------------------------
                  --------------------------------------------------.

         The Borrower  hereby  certifies to the Agent and the Lenders that as of
the date hereof,  as of the date of the making of the requested  Revolving Loan,
and after making such  Revolving  Loan, (a) no Default or Event of Default shall
have occurred and be continuing,  and (b) the  representations and warranties of
the Borrower  contained in the Credit Agreement and the other Loan Documents are
and shall be true and  correct in all  material  respects,  except to the extent
such  representations  or warranties  specifically  relate to an earlier date or
such  representations  or  warranties  become  untrue  by  reason  of  events or
conditions  otherwise  permitted  under the Credit  Agreement  or the other Loan
Documents.

                      REGENCY CENTERS, L.P.

                      By: Regency Realty Corporation, 
                          its sole general partner

                          By:                                               
                            Name:                                        
                            Title:                                       


<PAGE>

                                                        G-2
ATL01/10402478v5                                A&B Draft 02/19/99

                                    EXHIBIT G

                         FORM OF NOTICE OF CONTINUATION

                                                ____________, 199__

Wells Fargo Bank, National Association
2859 Paces Ferry Road, Suite 1805
Atlanta, Georgia 30339
Attention: Mary Ann Kelly

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999, as amended (the "Credit Agreement"), by and among
Regency  Centers,  L.P.  (the  "Borrower"),   Regency  Realty  Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof, Wells Fargo Bank, National Association, as Agent (the "Agent"), and the
Syndication  Agent,  Documentation  Agent and  Managing  Agents  named  therein.
Capitalized  terms used herein,  and not otherwise  defined  herein,  have their
respective meanings given them in the Credit Agreement.

         Pursuant to Section 2.5 of the Credit  Agreement,  the Borrower  hereby
requests a Continuation of a Revolving Loan under the Credit  Agreement,  and in
that connection sets forth below the information  relating to such  Continuation
as required by such Section of the Credit Agreement:

         1.     The requested date of such Continuation is ____________, 199__.

         2.     The aggregate  principal  amount of the Revolving Loan subject
                to the requested Continuation is $________________________ and
                the  portion  of  such   principal   amount  subject  to  such
                Continuation is $__________________________.

         3.     The current  Interest  Period of the Revolving Loan subject to
                such Continuation ends on ________________, 199__.

         4.     The duration of the Interest  Period for the Revolving Loan or
                portion thereof subject to such Continuation is:

                  [Check one box only]        one month
                                              two months
                                              three months
                                              six months

         The Borrower  hereby  certifies to the Agent and the Lenders that as of
the date hereof,  as of the proposed  date of the  requested  Continuation,  and
after  giving  effect  to such  Continuation,  no Event of  Default  shall  have
occurred and be continuing.

         If  notice  of the  requested  Continuation  was  given  previously  by
telephone,  this notice is to be  considered  the written  confirmation  of such
telephone notice required by Section 2.5 of the Credit Agreement.

                       REGENCY CENTERS, L.P.

                       By: Regency Realty Corporation, 
                           its sole general partner

                           By:                                            
                               Name:                                        
                               Title:                                       



<PAGE>


                                                        H-2
ATL01/10402478v5                                A&B Draft 02/19/99

                                    EXHIBIT H

                          FORM OF NOTICE OF CONVERSION

                               ____________, 199__

Wells Fargo Bank, National Association
2859 Paces Ferry Road, Suite 1805
Atlanta, Georgia 30339
Attention: Mary Ann Kelly

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999, as amended (the "Credit Agreement"), by and among
Regency  Centers,  L.P.  (the  "Borrower"),   Regency  Realty  Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof, Wells Fargo Bank, National Association, as Agent (the "Agent"), and the
Syndication  Agent,  Documentation  Agent and  Managing  Agents  named  therein.
Capitalized  terms used herein,  and not otherwise  defined  herein,  have their
respective meanings given them in the Credit Agreement.

         Pursuant to Section 2.6 of the Credit  Agreement,  the Borrower  hereby
requests a Conversion of a Revolving  Loan of one Type into a Revolving  Loan of
another Type under the Credit Agreement, and in that connection sets forth below
the  information  relating to such Conversion as required by such Section of the
Credit Agreement:

         1. The requested date of such Conversion is ______________, 199__.

         2. The Type of  Revolving  Loan to be  Converted  pursuant  hereto  is
            currently:

                  [Check one box only]       Base Rate Loan
                                             LIBOR Loan

         3.       The aggregate  principal  amount of the Revolving Loan subject
                  to the requested Conversion is $_____________________  and the
                  portion of such principal amount subject to such Conversion is
                  $-------------------.

         4.       The amount of such  Revolving Loan to be so Converted is to be
                  converted into a Revolving Loan of the following Type:

                  [Check one box only]

                  Base Rate Loan
                  LIBOR Loan, with an initial Interest Period for a duration of:

                         [Check one box only]       one month
                                                    two months
                                                    three months
                                                    six months

         The Borrower  hereby  certifies to the Agent and the Lenders that as of
the date hereof, as of the proposed date of the requested Conversion,  and after
giving effect to such Conversion, no Event of Default shall have occurred and be
continuing.

         If  notice  of  the  requested   Conversion  was  given  previously  by
telephone,  this notice is to be  considered  the written  confirmation  of such
telephone notice required by Section 2.6 of the Credit Agreement.

                     REGENCY CENTERS, L.P.

                     By: Regency Realty Corporation, 
                         its sole general partner

                         By:                                               
                             Name:                                        
                             Title:                                       



<PAGE>

                                                        I-2
ATL01/10402478v5                                 A&B Draft 02/19/99

                                    EXHIBIT I

                         FORM OF BID RATE QUOTE REQUEST

                                               --------------, -----

Wells Fargo Bank, National Association
2859 Paces Ferry Road, Suite 1805
Atlanta, Georgia 30339
Attention: Mary Ann Kelly

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999, as amended (the "Credit Agreement"), by and among
Regency  Centers,  L.P.  (the  "Borrower"),   Regency  Realty  Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof, Wells Fargo Bank, National Association, as Agent (the "Agent"), and the
Syndication  Agent,  Documentation  Agent and  Managing  Agents  named  therein.
Capitalized  terms used herein,  and not otherwise  defined  herein,  have their
respective meanings given them in the Credit Agreement.

 1.The Borrower hereby requests Bid Rate Quotes for the following proposed Bid
   Rate Borrowings:

Borrowing Date            Amount1            Type2          Interest Period3

______________, ______  $____________   ____________          ______ days


         2. The Borrower's Credit Rating as of the date hereof is:

                           S&P      _______
                           Moody's  _______

         3.  The  proceeds  of this  Bid  Rate  borrowing  will be used  for the
             following purpose:

                  ---------------------------------------------------
                  ---------------------------------------------------.

         4.       After  giving  effect  to the  Bid  Rate  Borrowing  requested
                  herein,  the total amount of Bid Rate Loans  outstanding shall
                  be $______________ [must not be in excess of the lesser of (i)
                  $250,000,000  or (ii) one-half of the aggregate  amount of all
                  existing Commitments].

         The Borrower  hereby  certifies to the Agent and the Lenders that as of
the date hereof,  as of the date of the making of the  requested Bid Rate Loans,
and after making such Bid Rate Loans,  (a) no Default or Event of Default  shall
have occurred and be continuing,  and (b) the  representations and warranties of
the Borrower  contained in the Credit Agreement and the other Loan Documents are
and shall be true and  correct in all  material  respects,  except to the extent
such  representations  or warranties  specifically  relate to an earlier date or
such  representations  or  warranties  become  untrue  by  reason  of  events or
conditions  otherwise  permitted  under the Credit  Agreement  or the other Loan
Documents. In addition, the Borrower certifies to the Agent and the Lenders that
all  conditions  to the  making of the  requested  Bid Rate Loans  contained  in
Article VI. of the Credit  Agreement  will have been  satisfied at the time such
Bid Rate Loans are made.

                     REGENCY CENTERS, L.P.

                      By: Regency Realty Corporation, 
                          its sole general partner

                          By:                                               
                             Name:                                        
                             Title:                                       



<PAGE>

                                                        J-2
ATL01/10402478v5                                 A&B Draft 02/19/99

                                    EXHIBIT J

                             FORM OF BID RATE QUOTE

                                              ----------------, ----

Wells Fargo Bank, National Association
2859 Paces Ferry Road, Suite 1805
Atlanta, Georgia 30339
Attention: Mary Ann Kelly

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999, as amended (the "Credit Agreement"), by and among
Regency  Centers,  L.P.  (the  "Borrower"),   Regency  Realty  Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof, Wells Fargo Bank, National Association, as Agent (the "Agent"), and the
Syndication  Agent,  Documentation  Agent and  Managing  Agents  named  therein.
Capitalized  terms used herein,  and not otherwise  defined  herein,  have their
respective meanings given them in the Credit Agreement.

         In  response  to  the   Borrower's   Bid  Rate  Quote   Request   dated
_____________,  19__,  the  undersigned  hereby  makes  the  following  Bid Rate
Quote(s) on the following terms:

        1.   Quoting Lender:____________________________

        2.   Person to contact at quoting Lender:____________________________

        3.   The  undersigned  offers  to  make  Bid  Rate  Loan(s)  in  the
             following  principal  amount(s),  for  the  following  Interest
             Period(s) and at the following Bid Rate(s):

Borrowing Date         Amount1           Type2      Interest Period3   Bid Rate

__________, 19___     $_____________    __________    ______days       ______%

__________, 19___     $_____________    __________    ______days       ______%

__________, 19___     $_____________    __________    ______days       ______%


         The  undersigned  understands  and agrees that the  offer(s)  set forth
above,  subject to  satisfaction  of the applicable  conditions set forth in the
Credit Agreement,  irrevocably  obligate[s] the undersigned to make the Bid Rate
Loan(s) for which any offer(s) [is/are] accepted, in whole or in part.





                               By:                                           
                                   Name:                                      
                                   Title:                                     




<PAGE>

                                                        K-2
ATL01/10402478v5                                A&B Draft 02/19/99

                                    EXHIBIT K

                        FORM OF BID RATE QUOTE ACCEPTANCE

                                             __________________, 19__

Wells Fargo Bank, National Association
2859 Paces Ferry Road, Suite 1805
Atlanta, Georgia 30339
Attention: Mary Ann Kelly

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999, as amended (the "Credit Agreement"), by and among
Regency  Centers,  L.P.  (the  "Borrower"),   Regency  Realty  Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof, Wells Fargo Bank, National Association, as Agent (the "Agent"), and the
Syndication  Agent,  Documentation  Agent and  Managing  Agents  named  therein.
Capitalized  terms used herein,  and not otherwise  defined  herein,  have their
respective meanings given them in the Credit Agreement.

         The Borrower  hereby accepts the following  offer(s) of Bid Rate Quotes
to be made available to the Borrower on ____________, _____:

Quote Date                Quoting Lender        Type             Amount Accepted

____________, 19____     _______________      __________          $___________

____________, 19____     _______________      __________          $___________

____________, 19____     _______________      __________          $___________

         The Borrower  hereby  certifies to the Agent and the Lenders that as of
the date hereof,  as of the date of the making of the  requested Bid Rate Loans,
and after making such Bid Rate Loans,  (a) no Default or Event of Default  shall
have occurred and be continuing,  and (b) the  representations and warranties of
the Borrower  contained in the Credit Agreement and the other Loan Documents are
and shall be true and  correct in all  material  respects,  except to the extent
such  representations  or warranties  specifically  relate to an earlier date or
such  representations  or  warranties  become  untrue  by  reason  of  events or
conditions  otherwise  permitted  under the Credit  Agreement  or the other Loan
Documents. In addition, the Borrower certifies to the Agent and the Lenders that
all conditions to the making of the requested Bid Rate Loans contained in


<PAGE>


Article VI. of the Credit Agreement will have been satisfied at the time such
Bid Rate Loans are made.

                      REGENCY CENTERS, L.P.

                      By: Regency Realty Corporation, 
                          its sole general partner

                          By:                                               
                             Name:                                        
                             Title:                                       




<PAGE>


                                                        L-2
ATL01/10402478v5                               A&B Draft 02/19/99

                                    EXHIBIT L

                      FORM OF NOTICE OF SWINGLINE BORROWING

                                                ------------, -----

Wells Fargo Bank, National Association
2859 Paces Ferry Road, Suite 1805
Atlanta, Georgia 30339
Attention: Mary Ann Kelly

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999, as amended (the "Credit Agreement"), by and among
Regency  Centers,  L.P.  (the  "Borrower"),   Regency  Realty  Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof, Wells Fargo Bank, National Association, as Agent (the "Agent"), and the
Syndication  Agent,  Documentation  Agent and  Managing  Agents  named  therein.
Capitalized  terms used herein,  and not otherwise  defined  herein,  have their
respective meanings given them in the Credit Agreement.

         1.       Pursuant  to  Section  2.3.(b) of the  Credit  Agreement,  the
                  Borrower  hereby  requests  that the  Swingline  Lender make a
                  Swingline Loan to the Borrower in an amount equal to
                  $-------------------.

         2.       The Borrower  requests that such Swingline Loan be made 
                  available to the Borrower on ______________, ________.

         3.       The proceeds of this  Swingline  Loan will be used for the 
                  following purpose:

                  ------------------------------------------------------------
                  -----------------------------------------------------------.

         4.       The Borrower requests that the proceeds of such Swingline Loan
                  be made available to the Borrower by _______________________.

         The Borrower hereby  certifies to the Agent,  the Swingline  Lender and
the  Lenders  that as of the date  hereof,  as of the date of the  making of the
requested  Swingline  Loan, and after making such Swingline Loan, (a) no Default
or  Event  of  Default  shall  have  occurred  and be  continuing,  and  (b) the
representations and warranties of the Borrower contained in the Credit Agreement
and the other Loan  Documents  are and shall be true and correct in all material
respects,  except to the extent such representations or warranties  specifically
relate to an earlier date or such representations or warranties become untrue by
reason of events or conditions otherwise permitted under the Credit Agreement or
the other Loan Documents.  In addition,  the Borrower certifies to the Agent and
the Lenders that all  conditions to the making of the requested  Swingline  Loan
contained in Article VI. of the Credit Agreement will have been satisfied at the
time such Swingline Loan is made.

         If  notice  of the  requested  borrowing  of this  Swingline  Loan  was
previously  given by  telephone,  this  notice is to be  considered  the written
confirmation of such telephone  notice required by Section 2.3.(b) of the Credit
Agreement.

                  REGENCY CENTERS, L.P.

                  By: Regency Realty Corporation, 
                      its sole general partner

                      By:                                               
                         Name:                                        
                         Title:                                       



<PAGE>



                                                        M-1
ATL01/10402478v5                               A&B Draft 02/19/99

                                    EXHIBIT M

                            FORM OF EXTENSION REQUEST

                                                ____________, 199__

Wells Fargo Realty Bank, National Association, as
   Agent
2859 Paces Ferry Road, Suite 1805
Atlanta, Georgia 30339
Attention: Mary Ann Kelly

Ladies and Gentlemen:

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999, as amended (the "Credit Agreement"), by and among
Regency  Centers,  L.P.  (the  "Borrower"),   Regency  Realty  Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof, Wells Fargo Bank, National Association, as Agent (the "Agent"), and the
Syndication  Agent,  Documentation  Agent and  Managing  Agents  named  therein.
Capitalized  terms used herein,  and not otherwise  defined  herein,  have their
respective meanings given them in the Credit Agreement.

         Pursuant to Section 2.10 of the Credit  Agreement,  the Borrower hereby
requests  that the Lenders and the Agent  extend the  current  Revolving  Credit
Termination   Date   of   ____________,   199__   by  a   one-year   period   to
________________, 199__.

         The Borrower  hereby  certifies to the Agent and the Lenders that as of
the date  hereof  (a) no  Default  or  Event  of  Default  has  occurred  and is
continuing, and (b) the representations and warranties of the Borrower contained
in the Credit Agreement and the other Loan Documents are true and correct in all
material  respects,  except to the extent  such  representations  or  warranties
specifically  relate to an earlier date or such  representations  or  warranties
become untrue by reason of events or conditions  otherwise  permitted  under the
Credit Agreement or the other Loan Documents.

                  REGENCY CENTERS, L.P.

                  By: Regency Realty Corporation, 
                      its sole general partner

                      By:                                               
                         Name:
                         Title:                                       




<PAGE>
                                    EXHIBIT O
                                FORM OF GUARANTY

         THIS  GUARANTY  dated as of February 26, 1999 executed and delivered by
each of the  undersigned  and the other  Persons  from time to time party hereto
pursuant to the execution and delivery of an Accession  Agreement in the form of
Annex I hereto (all of the undersigned,  together with such other Persons each a
"Guarantor"  and  collectively,  the  "Guarantors")  in favor of (a) WELLS FARGO
BANK,  NATIONAL  ASSOCIATION,  in its  capacity as Agent (the  "Agent")  for the
Lenders under that certain  Amended and Restated  Credit  Agreement  dated as of
February 26, 1999, among Regency Centers, L.P. (the "Borrower"),  Regency Realty
Corporation (the "Parent"),  the financial  institutions party thereto and their
assignees  under  Section  12.8  thereof  (the  "Lenders"),  the Agent,  and the
Syndication Agent, Documentation Agent and Managing Agents named therein (as the
same may be amended,  restated,  supplemented or otherwise modified from time to
time in accordance with its terms,  the "Credit  Agreement") and (b) the Lenders
and the Swingline Lender.

         WHEREAS,  pursuant to the Credit Agreement,  the Agent, the Lenders and
the  Swingline  Lender have agreed to make  available  to the  Borrower  certain
financial  accommodations  on the terms and  conditions  set forth in the Credit
Agreement;

         WHEREAS, the Parent is the sole general partner of the Borrower;

         WHEREAS,  each other  Guarantor is owned or controlled by the Borrower,
the Parent or is otherwise an Affiliate of the Borrower or the Parent;

         WHEREAS, the Borrower, each Guarantor and the other Subsidiaries of the
Borrower and the Parent, though separate legal entities,  are mutually dependent
on each other in the conduct of their  respective  businesses  as an  integrated
operation and have  determined it to be in their mutual best interests to obtain
financing  from the Agent,  the Lenders and the Swingline  Lender  through their
collective efforts;

         WHEREAS,  each Guarantor  acknowledges  that it will receive direct and
indirect  benefits  from the Agent the Lenders and the  Swingline  Lender making
such  financial  accommodations  available  to the  Borrower  under  the  Credit
Agreement  and,  accordingly,   each  Guarantor  is  willing  to  guarantee  the
Borrower's obligations to the Agent, the Lenders and the Swingline Lender on the
terms and conditions contained herein; and

         WHEREAS,  each  Guarantor's  execution and delivery of this Guaranty is
one of the  conditions  precedent  to the Agent,  the Lenders and the  Swingline
Lender  making,  or continuing to make,  such  financial  accommodations  to the
Borrower.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged by each Guarantor,  each Guarantor
agrees as follows:

         Section 1. Guaranty. Each Guarantor hereby absolutely,  irrevocably and
unconditionally  guaranties the due and punctual  payment and  performance  when
due,  whether at stated  maturity,  by acceleration or otherwise,  of all of the
following  (collectively referred to as the "Guarantied  Obligations"):  (a) all
indebtedness and obligations owing by the Borrower to any Lender,  the Swingline
Lender or the Agent under or in  connection  with the Credit  Agreement  and any
other  Loan  Document  to  which  the  Borrower  is a party,  including  without
limitation,  the  repayment of all principal of the Loans and the payment of all
interest, fees, charges,  reasonable attorneys fees and other amounts payable to
any  Lender,  the  Swingline  Lender or the Agent  thereunder  or in  connection
therewith; (b) any and all extensions,  renewals,  modifications,  amendments or
substitutions of the foregoing; (c) all expenses, including, without limitation,
reasonable attorneys' fees and disbursements,  that are incurred by the Lenders,
the Swingline Lender and the Agent in the enforcement of any of the foregoing or
any obligation of such Guarantor hereunder and (d) all other Obligations.

         Section 2. Guaranty of Payment and Not of Collection.  This Guaranty is
a guaranty of payment,  and not of collection,  and a debt of each Guarantor for
its own account.  Accordingly,  the Lenders,  the Swingline Lender and the Agent
shall not be obligated or required  before  enforcing this Guaranty  against any
Guarantor:  (a) to pursue any right or remedy the Lenders,  the Swingline Lender
or the Agent may have  against the  Borrower,  any other Loan Party or any other
Person or commence any suit or other proceeding against the Borrower,  any other
Loan Party or any other Person in any court or other  tribunal;  (b) to make any
claim in a liquidation  or  bankruptcy of the Borrower,  any other Loan Party or
any other Person; or (c) to make demand of the Borrower, any other Loan Party or
any other Person or to enforce or seek to enforce or realize upon any collateral
security held by the Lenders, the Swingline Lender or the Agent which may secure
any of the Guarantied  Obligations.  In this  connection,  each Guarantor hereby
waives  the right of such  Guarantor  to require  any  holder of the  Guarantied
Obligations  to take action against the Borrower as provided in Official Code of
Georgia Annotated ss.10-7-24.

<PAGE>

         Section  3.  Guaranty  Absolute.  Each  Guarantor  guarantees  that the
Guarantied Obligations will be paid strictly in accordance with the terms of the
documents evidencing the same, regardless of any Applicable Law now or hereafter
in effect in any  jurisdiction  affecting any of such terms or the rights of the
Agent, the Lenders or the Swingline  Lender with respect thereto.  The liability
of each  Guarantor  under this Guaranty shall be absolute and  unconditional  in
accordance  with its terms and shall  remain in full  force and  effect  without
regard to,  and shall not be  released,  suspended,  discharged,  terminated  or
otherwise  affected by, any  circumstance  or occurrence  whatsoever,  including
without  limitation,  the  following  (whether  or not such  Guarantor  consents
thereto or has notice thereof):

         (a)(i) any  change in the  amount,  interest  rate or due date or other
term of any of the Guarantied Obligations, (ii) any change in the time, place or
manner of payment of all or any portion of the Guarantied Obligations, (iii) any
amendment  or waiver of, or consent to the  departure  from or other  indulgence
with respect to, the Credit  Agreement,  any other Loan  Document,  or any other
document or instrument evidencing or relating to any Guarantied Obligations,  or
(iv) any waiver,  renewal,  extension,  addition,  or supplement to, or deletion
from,  or any other  action or  inaction  under or in  respect  of,  the  Credit
Agreement, any of the other Loan Documents, or any other documents,  instruments
or agreements relating to the Guarantied  Obligations or any other instrument or
agreement  referred to therein or evidencing any  Guarantied  Obligations or any
assignment or transfer of any of the foregoing;

         (b) any lack of validity or enforceability of the Credit Agreement, any
of the other Loan  Documents,  or any other  document,  instrument  or agreement
referred to therein or evidencing any  Guarantied  Obligations or any assignment
or transfer of any of the foregoing;

         (c) any furnishing to the Agent, the Lenders or the Swingline Lender of
any security for the Guarantied Obligations,  or any sale, exchange,  release or
surrender of, or realization on, any collateral securing any of the Obligations;

         (d) any settlement or compromise of any of the Guarantied  Obligations,
any security  therefor,  or any liability of any other party with respect to the
Guarantied  Obligations,  or any  subordination of the payment of the Guarantied
Obligations  to the payment of any other  liability of the Borrower or any other
Loan Party;

         (e)   any   bankruptcy,   insolvency,   reorganization,    composition,
adjustment,  dissolution,  liquidation or other like proceeding relating to such
Guarantor, the Borrower, any other Loan Party or any other Person, or any action
taken with respect to this Guaranty by any trustee or receiver, or by any court,
in any such proceeding;

         (f) any act or failure to act by the Borrower,  any other Loan Party or
any other Person which may adversely affect such Guarantor's subrogation rights,
if any, against the Borrower to recover payments made under this Guaranty;

         (g) any application of sums paid by the Borrower,  any other Loan Party
or any other  Person  with  respect to the  liabilities  of the  Borrower to the
Agent,  the Lenders or the Swingline  Lender,  regardless of what liabilities of
the Borrower remain unpaid;

         (h)any defect, limitation or insufficiency in the borrowing powers of
the Borrower or in the exercise thereof; or

         (i) any other circumstance  which might otherwise  constitute a defense
available  to,  or  a  discharge  of,  such  Guarantor   hereunder  (other  than
termination of this Guaranty as provided in Section 20. hereof).

         Section 4. Action with Respect to Guarantied Obligations.  The Lenders,
the  Swingline  Lender  and the  Agent  may,  at any time and from time to time,
without the consent of, or notice to, any Guarantor, and without discharging any
Guarantor from its obligations  hereunder take any and all actions  described in
Section 3. and may otherwise:  (a) amend,  modify, alter or supplement the terms
of any of the Guarantied Obligations,  including,  but not limited to, extending
or  shortening  the time of  payment  of any of the  Guarantied  Obligations  or
changing the interest rate that may accrue on any of the Guarantied Obligations;
(b) amend,  modify,  alter or supplement the Credit  Agreement or any other Loan
Document;  (c) sell, exchange,  release or otherwise deal with all, or any part,
of any collateral securing any of the Obligations; (d) release any Loan Party or
other  Person  liable  in any  manner  for  the  payment  or  collection  of the
Guarantied  Obligations;  (e) exercise,  or refrain from exercising,  any rights
against the Borrower,  any other Loan Party or any other  Person;  and (f) apply
any sum, by whomsoever paid or however realized,  to the Guarantied  Obligations
in such order as the Lenders or the Swingline Lender shall elect.

         Section 5. Representations and Warranties.  Each Guarantor hereby makes
to the Agent,  the Lenders and the Swingline  Lender all of the  representations
and  warranties  made by the Borrower  with respect to or in any way relating to
such Guarantor in the Credit  Agreement and the other Loan Documents,  as if the
same were set forth herein in full.

<PAGE>

         Section 6.  Covenants.  Each  Guarantor  will comply with all covenants
which the Borrower is to cause such  Guarantor to comply with under the terms of
the Credit Agreement or any of the other Loan Documents.

         Section 7. Waiver.  Each Guarantor,  to the fullest extent permitted by
Applicable  Law, hereby waives notice of acceptance  hereof or any  presentment,
demand,  protest or notice of any kind, and any other act or thing,  or omission
or delay to do any  other  act or thing,  which in any  manner or to any  extent
might  vary the risk of such  Guarantor  or which  otherwise  might  operate  to
discharge such Guarantor from its obligations hereunder.

         Section 8.  Inability to  Accelerate  Loan.  If the Agent,  the Lenders
and/or the Swingline Lender are prevented under Applicable Law or otherwise from
demanding or accelerating payment of any of the Guarantied Obligations by reason
of any automatic stay or otherwise,  the Agent, the Lenders and/or the Swingline
Lender shall be entitled to receive from each Guarantor,  upon demand  therefor,
the sums which  otherwise  would have been due had such  demand or  acceleration
occurred.

         Section 9.  Reinstatement of Guarantied  Obligations.  If claim is ever
made on the Agent,  any Lender or the Swingline Lender for repayment or recovery
of any  amount or  amounts  received  in  payment  or on  account  of any of the
Guarantied  Obligations,  and the Agent,  such  Lender or the  Swingline  Lender
repays all or part of said amount by reason of (a) any judgment, decree or order
of any  court  or  administrative  body of  competent  jurisdiction,  or (b) any
settlement or compromise of any such claim effected by the Agent, such Lender or
the Swingline Lender with any such claimant (including the Borrower or a trustee
in bankruptcy  for the Borrower),  then and in such event each Guarantor  agrees
that any such judgment, decree, order, settlement or compromise shall be binding
on it,  notwithstanding  any revocation hereof or the cancellation of the Credit
Agreement,  any of the other Loan Documents,  or any other instrument evidencing
any liability of the Borrower,  and such Guarantor shall be and remain liable to
the Agent,  such  Lender or the  Swingline  Lender for the  amounts so repaid or
recovered to the same extent as if such amount had never originally been paid to
the Agent, such Lender or the Swingline Lender.

         Section  10.  Subrogation.  Upon the  making  by any  Guarantor  of any
payment  hereunder  for the account of the  Borrower,  such  Guarantor  shall be
subrogated to the rights of the payee against the Borrower;  provided,  however,
that such Guarantor shall not enforce any right or receive any payment by way of
subrogation  or otherwise take any action in respect of any other claim or cause
of action such Guarantor may have against the Borrower  arising by reason of any
payment or performance by such Guarantor  pursuant to this Guaranty,  unless and
until  all of  the  Guarantied  Obligations  have  been  indefeasibly  paid  and
performed in full.  If any amount shall be paid to such  Guarantor on account of
or in respect of such  subrogation  rights or other  claims or causes of action,
such Guarantor shall hold such amount in trust for the benefit of the Agent, the
Lenders  and the  Swingline  Lender and shall  forthwith  pay such amount to the
Agent to be credited and applied  against the  Guarantied  Obligations,  whether
matured or unmatured, in accordance with the terms of the Credit Agreement or to
be held by the  Agent as  collateral  security  for any  Guarantied  Obligations
existing.

         Section 11. Payments Free and Clear. All sums payable by each Guarantor
hereunder,   whether  of  principal,   interest,  fees,  expenses,  premiums  or
otherwise,  shall  be paid in  full,  without  set-off  or  counterclaim  or any
deduction or withholding whatsoever (including any Taxes), and if such Guarantor
is required by Applicable Law or by any Governmental  Authority to make any such
deduction or withholding, such Guarantor shall pay to the Agent, the Lenders and
the Swingline Lender such additional amount as will result in the receipt by the
Agent, the Lenders and the Swingline Lender of the full amount payable hereunder
had such deduction or withholding not occurred or been required.

         Section 12. Set-off. In addition to any rights now or hereafter granted
under  any of the  other  Loan  Documents  or  Applicable  Law and not by way of
limitation of any such rights,  each Guarantor  hereby  authorizes the Agent, at
any time or from time to time upon the occurrence and during the  continuance of
an Event of Default,  without any prior notice to such Guarantor or to any other
Person,  any such  notice  being  hereby  expressly  waived,  to set-off  and to
appropriate  and to apply any and all deposits  (general or special,  including,
but not limited to, indebtedness  evidenced by certificates of deposit,  whether
matured or unmatured)  and any other  indebtedness  at any time held or owing by
the Agent, or any affiliate of the Agent, to or for the credit or the account of
such  Guarantor  against  and on account of any of the  Guarantied  Obligations,
although such  obligations  shall be contingent  or  unmatured.  Each  Guarantor
agrees,  to the fullest extent permitted by Applicable Law, that any Participant
may exercise rights of setoff or  counterclaim  and other rights with respect to
its participation as fully as if such Participant were a direct creditor of such
Guarantor in the amount of such participation.

<PAGE>

         Section 13.  Subordination.  Each Guarantor hereby expressly  covenants
and agrees for the benefit of the Agent,  the Lenders and the  Swingline  Lender
that all  obligations  and  liabilities  of the  Borrower to such  Guarantor  of
whatever description, including without limitation, all intercompany receivables
of such Guarantor from the Borrower (collectively, the "Junior Claims") shall be
subordinate and junior in right of payment to all Guarantied Obligations.  If an
Event of Default shall have occurred and be continuing,  then no Guarantor shall
accept any direct or indirect payment (in cash,  property,  securities by setoff
or otherwise) from the Borrower on account of or in any manner in respect of any
Junior Claim until all of the Guarantied Obligations have been indefeasibly paid
in full.

         Section 14. Avoidance  Provisions.  It is the intent of each Guarantor,
the Agent,  the Lenders and the Swingline  Lender that in any  Proceeding,  such
Guarantor's  maximum  obligation  hereunder  shall  equal,  but not exceed,  the
maximum amount which would not otherwise cause the obligations of such Guarantor
hereunder (or any other  obligations of such Guarantor to the Agent, the Lenders
and  the  Swingline  Lender)  to be  avoidable  or  unenforceable  against  such
Guarantor in such  Proceeding as a result of Applicable Law,  including  without
limitation,  (a) Section 548 of the  Bankruptcy  Code of 1978,  as amended  (the
"Bankruptcy  Code")  and  (b)  any  state  fraudulent   transfer  or  fraudulent
conveyance  act or  statute  applied  in such  Proceeding,  whether by virtue of
Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which
the possible avoidance or  unenforceability of the obligations of such Guarantor
hereunder (or any other  obligations of such Guarantor to the Agent, the Lenders
and the  Swingline  Lender)  shall  be  determined  in any such  Proceeding  are
referred to as the "Avoidance Provisions".  Accordingly,  to the extent that the
obligations of any Guarantor  hereunder  would otherwise be subject to avoidance
under the Avoidance  Provisions,  the maximum  Guarantied  Obligations for which
such Guarantor shall be liable  hereunder shall be reduced to that amount which,
as of the  time  any of the  Guarantied  Obligations  are  deemed  to have  been
incurred under the Avoidance Provisions,  would not cause the obligations of any
Guarantor  hereunder (or any other  obligations  of such Guarantor to the Agent,
the Lenders and the  Swingline  Lender),  to be subject to  avoidance  under the
Avoidance Provisions.  This Section is intended solely to preserve the rights of
the Agent,  the Lenders and the Swingline Lender hereunder to the maximum extent
that would not cause the obligations of any Guarantor hereunder to be subject to
avoidance under the Avoidance  Provisions,  and no Guarantor or any other Person
shall have any right or claim  under this  Section  as  against  the Agent,  the
Lenders and the  Swingline  Lender that would not otherwise be available to such
Person under the Avoidance Provisions.

         Section 15. Information.  Each Guarantor assumes all responsibility for
being and keeping itself informed of the financial condition of the Borrower and
the other Loan Parties, and of all other circumstances  bearing upon the risk of
nonpayment of any of the Guarantied Obligations and the nature, scope and extent
of the risks that such Guarantor assumes and incurs  hereunder,  and agrees that
none of the  Agent,  any  Lender or the  Swingline  Lender  shall  have any duty
whatsoever to advise any Guarantor of information  regarding such  circumstances
or risks.

         Section 16.  Governing Law. THIS GUARANTY SHALL BE GOVERNED BY, AND 
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

         SECTION 17. WAIVER OF JURY TRIAL.  (a) EACH GUARANTOR,  AND EACH OF THE
AGENT,  THE LENDERS AND THE SWINGLINE  LENDER BY ACCEPTING THE BENEFITS  HEREOF,
ACKNOWLEDGE THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG SUCH GUARANTOR, THE
AGENT,  ANY OF THE LENDERS OR THE  SWINGLINE  LENDER WOULD BE BASED ON DIFFICULT
AND COMPLEX ISSUES OF LAW AND FACT. ACCORDINGLY, EACH GUARANTOR, AND EACH OF THE
AGENT, THE LENDERS AND THE SWINGLINE LENDER BY ACCEPTING THE BENEFITS HEREOF, TO
THE FULLEST EXTENT  PERMITTED BY APPLICABLE  LAW, HEREBY WAIVES TRIAL BY JURY IN
ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH
AN ACTION MAY BE  COMMENCED  BY OR AGAINST  SUCH  GUARANTOR  ARISING OUT OF THIS
GUARANTY  OR ANY OTHER LOAN  DOCUMENT OR BY REASON OF ANY OTHER CAUSE OR DISPUTE
WHATSOEVER BETWEEN OR AMONG SUCH GUARANTOR, THE AGENT, ANY OF THE LENDERS OR THE
SWINGLINE LENDER OF ANY KIND OR NATURE.

         (b) THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND
WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES  THEREOF,  AND SHALL SURVIVE
THE PAYMENT OF THE OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE  HEREUNDER OR UNDER
THE OTHER LOAN DOCUMENTS AND THE TERMINATION OF THIS GUARANTY.

         Section 18. Loan  Accounts.  The Agent,  each Lender and the  Swingline
Lender may maintain  books and accounts  setting forth the amounts of principal,
interest  and  other  sums  paid and  payable  with  respect  to the  Guarantied
Obligations,  and in the case of any dispute  relating to any of the outstanding
amount,  payment or receipt of any of the  Guarantied  Obligations or otherwise,
the entries in such books and accounts shall  constitute prima facie evidence of
the outstanding  amount of such Guarantied  Obligations and the amounts paid and
payable  with  respect  thereto.  The  failure of the  Agent,  any Lender or the
Swingline  Lender  to  maintain  such  books and  accounts  shall not in any way
relieve or discharge any Guarantor of any of its obligations hereunder.

         Section 19. Waiver of Remedies.  No delay or failure on the part of the
Agent, any Lender or the Swingline Lender in the exercise of any right or remedy
it may have against any  Guarantor  hereunder or  otherwise  shall  operate as a
waiver thereof,  and no single or partial  exercise by the Agent,  any Lender or
the Swingline Lender of any such right or remedy shall preclude other or further
exercise thereof or the exercise of any other such right or remedy.


<PAGE>

         Section 20.  Termination.  This Guaranty shall remain in full force and
effect until the earlier of (a) indefeasible  payment in full of the Obligations
and the termination or cancellation of the Credit  Agreement and (b) the release
by the Agent of each  Guarantor  herefrom  pursuant to Section 4.2 of the Credit
Agreement.

         Section 21. Successors and Assigns. Each reference herein to the Agent,
the Lenders or the  Swingline  Lender shall be deemed to include  such  Person's
respective successors and assigns (including,  but not limited to, any holder of
the Guarantied  Obligations) in whose favor the provisions of this Guaranty also
shall inure,  and each  reference  herein to each  Guarantor  shall be deemed to
include such  Guarantor's  successors and assigns,  upon whom this Guaranty also
shall be binding.  The Lenders and the Swingline  Lender may, in accordance with
the applicable provisions of the Credit Agreement,  assign, transfer or sell any
Guarantied  Obligations,  or  grant  or  sell  participation  in any  Guarantied
Obligations,  to any Person  without the consent of, or notice to, any Guarantor
and without  releasing,  discharging  or modifying any  Guarantor's  obligations
hereunder.  Each  Guarantor  hereby  consents to the delivery by the Agent,  any
Lender  or  the  Swingline  Lender  to  any  Assignee  or  Participant  (or  any
prospective  Assignee or  Participant)  of any  financial  or other  information
regarding the Borrower or any Guarantor. No Guarantor may assign or transfer its
obligations hereunder to any Person.

         Section  22.  Joint and Several  Obligations.  the  obligationS  of the
Guarantors HEREUNDER SHALL BE joint and several, and ACCORDINGLY, each Guarantor
CONFIRMS THAT IT is liable for the full amount of the  "GUARANTiED  Obligations"
AND ALL OF THE  OBLIGATIONS  AND  LIABILITIES  OF EACH OF THE  OTHER  gUARANTORS
HEREUNDER.

         Section 23.  Amendments.  This Guaranty may not be amended except in 
writing signed by the Agent and each Guarantor.

         Section 24. Payments. All payments to be made by any Guarantor pursuant
to this Guaranty shall be made in Dollars, in immediately available funds to the
Agent at its Lending Office, not later than 11:00 a.m., on the date one Business
Day after demand therefor.

         Section 25.  Notices.  All notices,  requests and other  communications
hereunder  shall be in  writing  (including  facsimile  transmission  or similar
writing) and shall be given (a) to each Guarantor at its address set forth below
its signature  hereto,  (b) to the Agent,  any Lender or the Swingline Lender at
its address for notices provided for in the Credit Agreement,  or (c) as to each
such party at such other  address as such  party  shall  designate  in a written
notice to the other parties.  Each such notice,  request or other  communication
shall be  effective  (i) if mailed,  when  received;  (ii) if  telecopied,  when
transmitted; or (iii) if hand delivered, when delivered; provided, however, that
any notice of a change of  address  for  notices  shall not be  effective  until
received.

         Section 26. Severability.  In case any provision of this Guaranty shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining  provisions shall not in any way be affected
or impaired thereby.

         Section 27.  Headings.  Section headings used in this Guaranty are for
convenience only and shall not affect the construction of this Guaranty.

         Section 28.  Definitions. (a) For the purposes of this Guaranty:

         "Proceeding" means any of the following: (i) a voluntary or involuntary
case  concerning any Guarantor  shall be commenced  under the Bankruptcy Code of
1978, as amended;  (ii) a custodian (as defined in such  Bankruptcy  Code or any
other  applicable  bankruptcy laws) is appointed for, or takes charge of, all or
any  substantial  part  of  the  property  of any  Guarantor;  (iii)  any  other
proceeding  under  any  Applicable  Law,   domestic  or  foreign,   relating  to
bankruptcy, insolvency, reorganization, winding-up or composition for adjustment
of debts,  whether now or  hereafter  in effect,  is  commenced  relating to any
Guarantor;  (iv) any  Guarantor is  adjudicated  insolvent or bankrupt;  (v) any
order of relief or other order  approving any such case or proceeding is entered
by a court  of  competent  jurisdiction;  (vi)  any  Guarantor  makes a  general
assignment for the benefit of creditors;  (vii) any Guarantor shall fail to pay,
or shall  state that it is unable to pay,  or shall be unable to pay,  its debts
generally as they become due;  (viii) any Guarantor  shall call a meeting of its
creditors  with a view to arranging a  composition  or  adjustment of its debts;
(ix) any  Guarantor  shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing; or (x) any corporate action
shall  be  taken  by any  Guarantor  for the  purpose  of  effecting  any of the
foregoing.

         (b)  Terms  not  otherwise  defined  herein  are used  herein  with the
respective meanings given them in the Credit Agreement.


<PAGE>

         Section 29. NO  NOVATION.  THE PARTIES  HERETO HAVE  ENTERED  INTO THIS
GUARANTY  SOLELY TO AMEND AND RESTATE THE TERMS OF THE  EXISTING  GUARANTY.  THE
PARTIES DO NOT INTEND THIS AGREEMENT, NOR THE TRANSACTIONS  CONTEMPLATED HEREBY,
TO BE, AND THIS AGREEMENT AND THE TRANSACTIONS  CONTEMPLATED HEREBY SHALL NOT BE
CONSTRUED  TO BE, A NOVATION  OR WAIVER OF ANY OF THE  OBLIGATIONS  OWING BY ANY
EXISTING GUARANTOR UNDER OR IN CONNECTION WITH THE EXISTING GUARANTY.

                            [Signatures on Next Page]



<PAGE>


         IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this
Guaranty as of the date and year first written above.

                [GUARANTOR]
                [GUARANTOR]


                    By:                       
                       Name:            
                       Title:           


                                     Address for Notices for all Guarantors:

                                     c/o Regency Realty Corporation
                                     121 West Forsyth Street, Suite 200
                                     Jacksonville, Florida 32202
                                     Attention:        Bruce Johnson
                                     Telecopier:       (904) 634-3428
                                     Telephone:        (904) 356-7000



<PAGE>


                                     ANNEX I

                           FORM OF ACCESSION AGREEMENT

         THIS ACCESSION  AGREEMENT dated as of ____________,  ____, executed and
delivered by  ______________________,  a _____________  (the "New Guarantor") in
favor of (a) WELLS FARGO BANK,  NATIONAL  ASSOCIATION,  in its capacity as Agent
(the  "Agent") for the Lenders  under that certain  Amended and Restated  Credit
Agreement  dated as of February 26, 1999 (as the same may be amended,  restated,
supplemented  or otherwise  modified  from time to time in  accordance  with its
terms, the "Credit Agreement"),  by and among Regency Centers,  L.P., a Delaware
limited  partnership (the  "Borrower"),  Regency Realty  Corporation,  a Florida
corporation (the "Parent"),  the financial  institutions initially party thereto
and their assignees under Section 12.8 thereof (the  "Lenders"),  the Agent, and
the Syndication Agent, Documentation Agent and Managing Agents named therein and
(b) the Lenders and the Swingline Lender.

         WHEREAS,  pursuant to the Credit Agreement,  the Agent, the Lenders and
the  Swingline  Lender have agreed to make  available  to the  Borrower  certain
financial  accommodations  on the terms and  conditions  set forth in the Credit
Agreement;

         WHEREAS, the New Guarantor is owned or controlled by the Borrower, the
 Parent or is otherwise an Affiliate of the Borrower or the Parent;

         WHEREAS, the Borrower, the New Guarantor, the other Subsidiaries of the
Borrower and the Parent, though separate legal entities,  are mutually dependent
on each other in the conduct of their  respective  businesses  as an  integrated
operation and have  determined it to be in their mutual best interests to obtain
financing  from the Agent,  the Lenders and the Swingline  Lender  through their
collective efforts;

         WHEREAS, the New Guarantor acknowledges that it will receive direct and
indirect  benefits from the Agent, the Lenders and the Swingline  Lenders making
such  financial  accommodations  available  to the  Borrower  under  the  Credit
Agreement  and,  accordingly,  the New  Guarantor  is willing to  guarantee  the
Borrower's  obligations to the Agent,  the Lenders and the Swingline  Lenders on
the terms and conditions contained herein; and

         WHEREAS,  the New Guarantor's  execution and delivery of this Agreement
is a condition to the Agent, the Lenders and the Swingline Lenders continuing to
make such financial accommodations to the Borrower.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged  by the New  Guarantor,  the New
Guarantor agrees as follows:

         Section 1. Accession to Guaranty.  The New Guarantor hereby agrees that
it is a "Guarantor"  under that certain  Guaranty  dated as of February 26, 1999
(the "Guaranty"), made by each Subsidiary a party thereto in favor of the Agent,
the  Lenders  and  the  Swingline  Lender  and  assumes  all  obligations  of  a
"Guarantor"  thereunder,  all as if the  New  Guarantor  had  been  an  original
signatory to the Guaranty. Without limiting the generality of the foregoing, the
New Guarantor hereby:

         (a)  irrevocably  and  unconditionally  guarantees the due and punctual
payment and performance when due, whether at stated maturity, by acceleration or
otherwise, of all Guarantied Obligations;

         (b) makes to the Agent,  the Lenders and the Swingline Lender as of the
date hereof each of the representations and warranties contained in Section 5 of
the  Guaranty  and  agrees  to be bound by each of the  covenants  contained  in
Section 6 of the Guaranty; and

         (c) consents and agrees to each provision set forth in the Guaranty.

         SECTION 2.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND 
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

         Section 3.  Definitions.Capitalized terms used herein and not otherwise
 defined herein shall have their respective defined meanings given them in the 
 Credit Agreement.


                            [Signatures on Next Page]




<PAGE>


         IN  WITNESS  WHEREOF,  the New  Guarantor  has  caused  this  Accession
Agreement to be duly  executed and delivered  under seal by its duly  authorized
officers as of the date first written above.

  [NEW GUARANTOR]


  By:_________________________________________
  Name:_______________________________________
  Title:______________________________________

  (CORPORATE SEAL)

  Address for Notices:

121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
Attention:        Bruce Johnson
Telecopier:       (904) 634-3428
Telephone:        (904) 356-7000


Accepted:

WELLS FARGO BANK, NATIONAL
   ASSOCIATION,  as Agent


By: ________________________                          
     Name:__________________                          
     Title:_________________                          





<PAGE>


                                                        P-2
ATL01/10402478v5                                 A&B Draft 02/19/99

                                    EXHIBIT P

                      FORM OF UNENCUMBERED POOL CERTIFICATE


         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999 (as amended, supplemented or restated from time to
time,  the "Credit  Agreement")  among Regency  Centers,  L.P.,  Regency  Realty
Corporation,  the financial institutions party thereto and their assignees under
Section 12.8 thereof (the "Lenders"), Wells Fargo Bank, National Association, as
Agent (the "Agent"), and the Syndication Agent, Documentation Agent and Managing
Agents named therein.  Capitalized terms used herein,  and not otherwise defined
herein, have their respective meanings given to them in the Credit Agreement.

         Pursuant   to  Section   [4.1(b)(ii)][4.1(c)(x)][8.1]   of  the  Credit
Agreement,  the undersigned  hereby  certifies to the Lenders and the Agent that
Schedule 1 attached hereto  accurately and completely sets forth, as of the date
hereof:  (i) the Net Operating Income of each Unencumbered Pool Property for the
fiscal quarter most recently ended, (ii) the Unencumbered Pool Value,  (iii) all
Unsecured  Liabilities (other than the Loans) of the Parent and its Subsidiaries
on a consolidated  basis, (iv) the aggregate amount of the Commitments,  (v) the
Maximum Loan  Availability;  (vi) the percentage amount of the Unencumbered Pool
Value  attributable  to all  Unencumbered  Pool  Properties  which  are owned by
Subsidiaries  of the  Borrower  that are not Wholly  Owned  Subsidiaries  (which
percentage  amount  shall  not  exceed  20%);  and (vii)  the  weighted  average
Occupancy Rate of all Unencumbered Pool Properties calculated in accordance with
Section 4.3 of the Credit Agreement.*

         [For  certificates   delivered  pursuant  to  Sections  4.1(b)(ii)  and
4.1(c)(x) only For each Property  submitted as an Eligible  Property pursuant to
Section  [4.1(b)(ii)][  4.1(c)(x)] on the date hereof Schedule 1 attached hereto
also sets forth:

(I)      the Occupancy Rate of such Property; and

                  [for  certificates  delivered  pursuant to Section  4.1(b)(ii)
         only (II) the percentage  amount of the total  Unencumbered  Pool Value
         attributable  to each  Unencumbered  Pool  Property  (which  percentage
         amount shall not exceed 5%)]];

         The  undersigned  further  certifies to the Agent,  the Lenders and the
Swingline  Lender  that as of the date hereof (a) no Default or Event of Default
has occurred and is continuing,  and (b) the  representations  and warranties of
the Borrower  contained in the Credit Agreement and the other Loan Documents are
true  and  correct  in  all  material  respects,   except  to  the  extent  such
representations  or  warranties  specifically  relate to an earlier date or such
representations  or  warranties  become untrue by reason of events or conditions
otherwise permitted under the Credit Agreement or the other Loan Documents.

         IN WITNESS WHEREOF,  the undersigned has signed this  Unencumbered Pool
Certificate on and as of ___________, 19__.


- -------------------------------------------------------------------------------
Name:  __________________________________________
       Title:  Chief Financial Officer



<PAGE>


                                                   Q-2
ATL01/10402478v5                                   A&B Draft 02/19/99

                                    EXHIBIT Q

                         FORM OF COMPLIANCE CERTIFICATE


         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999 (as amended, supplemented or restated from time to
time, the "Credit  Agreement")  among Regency  Centers,  L.P. (the  "Borrower"),
Regency Realty Corporation,  the financial  institutions party thereto and their
assignees under Section 12.8 thereof (the "Lenders"), Wells Fargo Bank, National
Association,  as Agent (the "Agent"),  and the Syndication Agent,  Documentation
Agent and Managing Agents named therein.  Capitalized terms used herein, and not
otherwise  defined herein,  have their respective  meanings given to them in the
Credit Agreement.

         Pursuant to Section  8.1(c) of the Credit  Agreement,  the  undersigned
hereby certifies to the Agent, the Lenders and the Swingline Lender that:

         1._______(a)  The  undersigned  has  reviewed  the terms of the  Credit
Agreement  and has made a review of the  transactions,  financial  condition and
other  affairs of the Parent,  the Borrower and each other  Guarantor as of, and
during the relevant accounting period ending on,  _______________,  19__ and (b)
such review has not disclosed the existence during such accounting  period,  and
the undersigned does not have knowledge of the existence, as of the date hereof,
of any condition or event  constituting a Default or Event of Default [except as
set forth on Attachment A hereto,  which accurately  describes the nature of the
conditions(s)  or event(s) that  constitute  (a)  Default(s) or (an) Event(s) of
Default and the actions which the Borrower (is taking)(is planning to take) with
respect to such condition(s) or event(s)].

         2._______Schedule  1 attached  hereto  accurately and  completely  sets
forth the calculations  required to establish  compliance with Sections 8.12 and
8.23 and each of the Sections contained in Article IX of the Credit Agreement on
date of the financial statements for the accounting period set forth above.

         3._______The  aggregate outstanding principal amount of the Loans as of
the date hereof is equal to or less than the Maximum Loan  Availability  and the
aggregate  outstanding  principal  amount  of the Bid Rate  Loans as of the date
hereof is equal to or less than $250,000,000.

         4._______(a)  No  Default  or  Event of  Default  has  occurred  and is
continuing, and (b) the representations and warranties of the Borrower contained
in the Credit Agreement and the other Loan Documents are true and correct in all
material  respects,  except to the extent  such  representations  or  warranties
specifically  relate to an earlier date or such  representations  or  warranties
become untrue by reason of events or conditions  otherwise  permitted  under the
Credit Agreement or the other Loan Documents.

         IN WITNESS WHEREOF,  the undersigned has signed this  Unencumbered Pool
Certificate on and as of ___________, 19__.


- -------------------------------------------------------------------------------
 Name:  __________________________________________
 Title:  Chief Financial Officer




<PAGE>


                                                        R-4
ATL01/10402478v5                                    A&B Draft 02/19/99

                                    EXHIBIT R

                          FORM OF PROPERTY CERTIFICATE

         Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 26, 1999 (as amended,  supplemented,  restated or otherwise
modified from time to time, the "Credit Agreement") among Regency Centers,  L.P.
(the "Borrower"),  Regency Realty Corporation,  the financial institutions party
thereto and their  assignees under Section 12.8 thereof (the  "Lenders"),  Wells
Fargo Bank, National  Association,  as Agent (the "Agent"),  and the Syndication
Agent, Documentation Agent and Managing Agents named therein.  Capitalized terms
used herein,  and not otherwise defined herein,  have their respective  meanings
given to them in the Credit Agreement.

     Pursuant to Section 4.1(b)(iv) of the Credit Agreement, the undersigned
hereby  certifies  to the Agent and the  Lenders,  with  respect  to each of the
properties listed on Schedule 1 attached hereto, that:

(a)  such property is improved with one or more  operating  retail  shopping
     centers and includes a grocery store as an anchor tenant.

(b)  such  property is owned in fee simple by the entity  designated  as the
     owner of such property on Schedule 1. Schedule 1 sets forth the capital
     structure of each such owner if such owner is not the Borrower.

(c) (i) such Property is owned in fee simple by only the Borrower or a 
        Subsidiary of the Borrower;

   (ii) neither such Property, nor any interest of the Borrower or such 
        Subsidiary therein, is subject to any Lien other than Permitted Liens or
        to any agreement (other than this Agreement or any other Loan Document) 
        that prohibits the creation of any Lien thereon as security for
        Indebtedness; (iii) if such Property is owned by a Subsidiary of the
        Borrower, (A) none of the Borrower's direct or indirect ownership
        interest in such Subsidiary is subject to any Lien other than Permitted 
        Liens or to any agreement (other than this Agreement or any other Loan 
        Document) that prohibits the creation of any Lien thereon as security 
        for Indebtedness and (B) the Borrower directly, or indirectly through a 
        Subsidiary, has the right to take the following actions without the need
        to obtain the consent of any Person: (I) to create Lien on such Property
        as security for Indebtedness of the Borrower or such Subsidiary, as
        applicable and (II) to sell, transfer or otherwise dispose of such
        Property; (iv) such Property is not a Development Property and has an 
        Occupancy Rate which has remained stabilized; (v) such Property is free
        of all structural defects, title defects, environmental conditions or
        other adverse matters except for defects, conditions or matters 
        individually or collectively which are not material to the profitable
        operation of such Property; (vi) such Property is not subject to a 
        ground lease (other than a lease of land on  such Property by the 
        Borrower or such Subsidiary to a Person which is not an Affiliate) and
        (vii) such Property is improved with a shopping center with a shopping 
        center or a stand-alone building containing a grocery store occupied by
        a Credit Tenant.

(d)  the value of the  Property  (when  calculated  in  accordance  with the
     definition  of  Unencumbered  Pool  Value),  will not  exceed 5% of the
     Unencumbered  Pool  Value  (determined  as if  such  Property  were  an
     Unencumbered Pool Property).

(e)  such Property is located in the United States.

(f)  (i) (A) Borrower has  obtained,  with respect to such property  a  "Phase  
             I" environmental assessment, prepared as of the date  indicated  
             on Schedule 1, by the consultant identified on Schedule 1;

         (B) such  consultant  is of good repute within the region
             in which such  property is located and is believed by
             Borrower to be competent;

         (C) Borrower has reviewed such assessment and believes it
             reasonable to rely upon such assessment; and

         (D) such   assessment   does   not   (1)   identify   any
             contamination  or  potential  contamination  that has
             resulted in, or that could  reasonably be anticipated
             to result in a  materially  adverse  effect  upon the
             condition,  market  value,  Net  Operating  Income or
             prospects of such  property,  (2) recommend  that any
             further  material  investigation be undertaken or (3)
             identify   any   potential   or   actual   recognized
             environmental condition; and

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    (ii) (A) Borrower  has  obtained,  with  respect  to such
             property a structural/physical report, prepared as of
             the date  indicated on Schedule 1, by the  consultant
             identified on Schedule 1;

         (B) such  consultant  is of good repute within the region
             in which such  property is located and is believed by
             Borrower to be competent;

         (C) Borrower  has  reviewed  such report and  believes it
             reasonable to rely upon such report; and

         (D) such report does not identify any material  defect in
             construction  or physical  condition of the property,
             material   variance  from  any  available  plans  and
             specifications for the property or material violation
             of applicable law, or other item of material  concern
             with respect to the structural  integrity or physical
             condition of the property.

(g)  the value of all Properties  which are owned by  Subsidiaries  that are
     not Wholly Owned Subsidiaries, including the Property described herein,
     if applicable  (when  calculated in accordance  with the  definition of
     Unencumbered Pool Value),  does not exceed 20% of the Unencumbered Pool
     Value  (determined  as if  such  Property  were  an  Unencumbered  Pool
     Property).  Schedule 1 sets forth the  percentage  of the  Unencumbered
     Pool Value attributable to Unencumbered Pool Properties which are owned
     by Subsidiaries that are not Wholly Owned  Subsidiaries  (determined as
     if such Property were an Unencumbered Pool Property).


         IN  WITNESS   WHEREOF,   the   undersigned  has  signed  this  Property
Certificate on and as of ___________, 19__.

- -------------------------------------------------------------------------------
Name:  __________________________________________
       Title:  Chief Financial Officer





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                                   SCHEDULE 1
                             TO PROPERTY CERTIFICATE


A.  Property Description [For each Property]

1.  Property Name:


2.  Owner: [If not Borrower, set forth capital structure of the owner]


3.  Environmental Information:

    a._______Date Phase 1 prepared: ___________________________.

    b._______The Phase 1 was prepared by _________________________.

4.  Structural/Physical Report:

    a. _______Date Structural/Physical Report Prepared: __________________.

    b. The Structural/Physical Report was prepared by ______________________.

5.  Percentage of Unencumbered Pool Value Attributable to Unencumbered Pool
    Properties   owned  by   Subsidiaries   which  are  not  Wholly   Owned
    Subsidiaries: ____%



1  Minimum amount of $15,000,000 or larger multiple of $1,000,000.
2  Insert either Absolute Rate (for Absolute Rate Loan) or LIBOR Margin
  (for LIBOR Margin Loan).
3  Must be 30, 60 or 90 days.
1  Minimum amount of $5,000,000 or larger multiple of $1,000,000.
2  Insert either Absolute Rate (for Absolute Rate Loan) or LIBOR Margin 
   (for LIBOR Margin Loan).
3  Must be 30, 60 or 90 days.


* When the Unencumbered  Pool Certificate is delivered in connection with
  Sections   4.1(b)(ii)  and  4.1(c)(x)  of  the  Credit   Agreement  the
  calculations set forth in items (i) through (v) should be determined on
  a pro forma basis assuming that the Eligible  Property being  submitted
  as an Unencumbered  Pool Property is accepted as an  Unencumbered  Pool
  Property.


                           PURCHASE AND SALE AGREEMENT


         THIS AGREEMENT is made as of the ____ day of August,  1998,  between PP
CENTER  LIMITED,  an  Ohio  limited  liability  company   ("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  Columbus,
State of Ohio,  owned  by  Seller,  known as Park  Place  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 .

         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.



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         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  Effective  Date  means the date which is the later of the date of
execution by the last of Buyer or Seller to execute this  Agreement and transmit
a copy of the fully executed Agreement to the other, or (b) receipt by the Buyer
of documents asterisked in Exhibit .

         1.11 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.

         1.12 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.

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         1.13  Escrow  Agent  means Ohio Title  Corporation,  as agent for First
American Title  Insurance  Company,  115 W. Main Street,  Columbus,  Ohio 43215;
Telephone 614/221-7701; Facsimile 614/221-8954, or any successor Escrow Agent.

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

         1.15  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.

         1.16  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.

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

         1.18  Inspection  Period  means the  period of time  which  expires  at
midnight on the fortieth (40th) day after the later of the (a) date of execution
by the last of Buyer or Seller to execute this  Agreement and transmit a copy of
the fully  executed  Agreement  to the  other,  or (b)  receipt  by the Buyer of
documents  asterisked  in  Exhibit . If such  expiration  date is a  weekend  or
national  holiday,  the  Inspection  Period shall expire at midnight on the next
immediately succeeding business day.

         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   proprietary,   confidential
Materials,  and except that, as to financial and other records,  Materials shall
include only photostatic copies.

         1.21  Partnership  means  Regency  Centers,  L.P.,  a Delaware  limited
partnership, of which Regency is the sole general partner.

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         1.22 Partnership  Agreement means the Amended and Restated  Partnership
    Agreement of the Partnership, a copy of which is attached hereto as Exhibit

         1.23 Partnership  Units means units  representing  limited  partnership
interests in the Partnership.

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

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

              (b)      The Surviving Mortgage and related loan documents;

              (c)      Rights of tenants under Leases;

              (d)      Zoning ordinances; and

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

         1.25 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.

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

         1.27  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.

         1.28 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).

         1.29 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.

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         1.30  Redemption  Agreement  means  the  form of  Redemption  Agreement
               attached hereto as Exhibit .

         1.31 Regency means Regency Realty Corporation, a Florida corporation.

         1.32 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.

         1.33 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.

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

         1.35 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.

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

         1.37 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 the  holder of the
Surviving Mortgage.

         1.38 Surviving  Mortgage.  means a mortgage or other  instrument  dated
September 26, 1995, from Seller to USG Annuity and Life Company with a principal
balance of $7,570,482.74  as of July 1, 1998,  bearing interest at eight percent
(8.0%) per annum,  amortizing over a twenty-five (25) year period,  and maturing
on October 1, 2002.

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<PAGE>

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

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

         1.41  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 a title  insurer
acceptable to Buyer.

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

         1.43 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.

         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 $10,750,000,  less
the outstanding principal balance of the Surviving Mortgage as of the Allocation
Date. The Purchase Price shall be payable in cash at Closing,  or  alternatively
as provided in Section below, Seller may elect to contribute the Property to the
Partnership in exchange for Partnership Units therein.

    (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);

    (2) prorating as of the Allocation Date cash receipts and expenditures for 
the  Shopping  Center,  interest on the debt secured  by the Surviving Mortgage
and other items customarily  prorated in transactions of this sort; and

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<PAGE>

   (3) subtracting the amount of tenant security deposits held by Seller the
obligations for which are to be assumed by Buyer,  prepaid rents from tenants 
under the Leases, and credit balances, if any, of any tenants.  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  reasonable  expenses of the Property  actually  incurred on or prior to the
Allocation  Date but  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  reasonable  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.  Utility  deposits  and  similar  deposits  made  by  Seller  shall  be
transferred to Buyer, who shall reimburse  Seller therefor,  or Buyer shall make
its own deposits and Seller shall obtain refunds of the deposits made by Seller,
as Buyer and Seller shall agree prior to Closing.

         2.2 Earnest  Money  Deposit.  An Earnest Money Deposit in the amount of
$25,000  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 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) Transfer taxes imposed upon the transactions contemplated
                      hereby;


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<PAGE>

                  (2) Cost of satisfying any liens on the Property other than 
                      the Surviving Mortgage;

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

                  (4) Transfer fees, assumption charges and other costs and fees
                      charged by the holder of the Surviving Mortgage, if any;

                  (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) Cost of the Survey;

                  (4) Brokerage commission to R.A. Kennedy and Associates/Mark 
                      Kennedy in the amount of $50,000.00, if and when the 
                      transaction closes; and

                  (5) Cost of recording the deed; and

                  (6) Buyer's attorneys' fees.

         2.4 Contribution Alternative. As an alternative to selling the Property
to Buyer, and if Buyer does not elect to terminate during the Inspection Period,
Seller,  by notice to Buyer given within ten (10) business days after the end of
the Inspection  Period,  may elect to contribute the Property to the Partnership
in exchange for Partnership  Units, as hereinafter  provided.  In such event the
Purchase Price for the Property shall be payable by exchanging for the Property,
Partnership  Units in the  Partnership  having an  aggregate  value equal to the
Purchase Price,  adjusted by the allocations,  credits,  charges and adjustments
provided in this Agreement,  in which event there shall be no credit against the
Purchase Price for the Earnest Money  Deposit,  which shall be returned to Buyer
at  Closing.  The number of  Partnership  Units to be issued to Seller  shall be
established  by dividing such  adjusted  Purchase  Price by the average  closing
price of a share of the common  stock of Regency  over the twenty  trading  days
immediately  preceding  the fifth (5th) trading day prior to the Closing Date on
the New York Stock  Exchange (or the  exchange or quotation  system on which the
common  stock of Regency is then  listed  for  trading).  Under the terms of the
Redemption Agreement Seller, as a limited partner of the Partnership, shall have

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<PAGE>

the  right to  require Regency  to acquire  all  of its Partnership Units in the
Partnership  (i)  in exchange for  common stock of  Regency on the  basis of one
Regency   share  for  each  Partnership   Unit  exchanged   (the  "Put  Price"),
provided that  such shares shall  have such  restrictions  as are agreed upon in
the   Partnership  Agreement  and in  the  Redemption   Agreement,  and  further
provided   such  rights   shall  not  be exercised   in a  manner or at any time
which would be or cause a violation of any law or regulation  governing the sale
or disposition  of  securities,  including without  limitation  Rule 144 or (ii)
in exchange for cash, as provided in the Redemption Agreement.  If such exercise
results in  a fractional  share,  Regency  shall pay cash in lieu  thereof in an
amount  equal to  such fraction  multiplied by  the average closing   price of a
Regency  share  during  the twenty  (20) business  days  preceding  the date  of
Seller's  notice.  Regency or  Seller may elect to pay or  receive the Put Price
in cash  instead  of shares  with  respect to all or any portion of the Partner-
ship Units to be exchanged. The Redemption Agreement shall also provide that:

                  (a)  Partnership  and Seller agree that for federal income tax
purposes,  they will report the transfer of the Property to the Partnership as a
contribution to the Partnership  pursuant to Section 721 of the Internal Revenue
Code of 1986 (the "Code") for  consideration  consisting  solely of  Partnership
Units;

                  (b) For  purposes of Section  704(c) of the  Internal  Revenue
Code of 1986, as amended (the "Code"), the Partnership will use the "traditional
method" described in Treasury  Regulation Section 1.704-3(b) with respect to the
Property or any interest therein;

                  (c) So  long as the  Partnership  Units  held by the  original
limited partners executing the Redemption Agreement (the "L.P.'s"), which L.P.'s
are intended to be Tod J. Ortlip and Jay Ortlip,  constitute  no less than fifty
percent (50%) in the aggregate of the  Partnership  Units  originally  issued to
such L.P.'s, until the maturity date of the Surviving Mortgage,  the Partnership
will  not take  any  action  which  will  cause a  reduction  in the  amount  of
Partnership  liabilities  allocable  to the L.P.'s  pursuant to Treas.  Reg. ss.
1.752-3(a)(2), except for scheduled payments of debt service; and

                  (d) So  long  as the  Partnership  Units  held  by the  L.P.'s
constitute no less than fifty percent (50%) in the aggregate of the  Partnership
Units  originally  issued to such  L.P.'s,  until the fifth  anniversary  of the
Closing, the Partnership shall not voluntarily dispose of the Property except in
a Section  1031  transaction  under the  Internal  Revenue Code (or in a similar
transaction  that  would not be taxable to such  L.P.'s for  federal  income tax
purposes).

                  (e) So  long  as the  Partnership  Units  held  by the  L.P.'s
constitute no less than fifty percent (50%) in the aggregate of the  Partnership
Units originally issued

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<PAGE>

to such L.P.'s,  from and after the maturity date of the Surviving  Mortgage (or
at any earlier time with the consent of the general partner, which consent shall
not be unreasonably  withheld),  the general partner, if requested by one of the
L.P.'s shall  cooperate  with the L.P.'s to allow the L.P.'s to timely incur the
"economic  risk  of  loss"  for  purposes  of  Section  752  of  the  Code  (the
"guarantee")  with  respect to the bottom  portion  of any  indebtedness  of the
Partnership  (such  indebtedness  to  be  reasonably  selected  by  the  general
partner),  provided that the bottom portion  guaranteed does not constitute more
than thirty-five percent (35%) of the then outstanding  principal balance of the
indebtedness.  Such guarantee shall be limited to a maximum aggregate balance of
$_______________  (the "Amount") at any one time.  The guarantee  shall be joint
and  several  as to the L.P.'s  electing  to execute  the  guarantee  and in the
absence of any agreement  among the L.P.'s to the  contrary,  the portion of the
indebtedness  to be guaranteed  shall be allocated  among the L.P.'s electing to
execute the guarantee in proportion to the number of  Partnership  Units held by
each.  An  election  to  execute  the  guarantee  of  any  indebtedness  of  the
Partnership  shall be made by  delivery  of a  written  election  notice  to the
general  partner,  which  indicates  that a majority of the L.P.'s then  holding
Partnership Units have elected to guarantee Partnership indebtedness pursuant to
this Section 2.4(d),  the amount of the  indebtedness (up to the limit set forth
above) and the allocation of  responsibility  of such guarantee among the L.P.'s
making the  election.  The election  may be made only once.  In  satisfying  its
obligations  hereunder,  the general partner of the Partnership shall reasonably
endeavor to identify an amount of  indebtedness  such that the  guarantee can be
made in an amount  approximately  equal to the  Amount,  to  cooperate  with the
L.P.'s to structure any guarantee in a manner that the guarantee terminates at a
time determined by the L.P.'s and to provide  indebtedness to be guaranteed that
the Partnership  anticipates will be outstanding for no less than five (5) years
after the date of the guarantee.  The general  partner shall not be obligated to
incur any expenses with respect to the  foregoing  other than expenses for which
they will be reimbursed by the L.P.'s.


         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 its agents or independent
contractors;  and  Buyer  agrees to  repair  and  restore  the  Property  to its
condition immediately prior to Buyer's entry thereon to the extent any damage to
the Property arose because of Buyer's entry thereon or the entry thereon

- - 10 -


<PAGE>

of Buyer's agents, employees, contractors and consultants. 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,  and Buyer agrees to keep
confidential any information derived from such documents, except as necessary to
share with its  attorneys,  consultants  and lenders.  Buyer  further  agrees to
return said documents to Seller should this  transaction  fail to close.  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,   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 ten (10)
business days after receipt of the

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<PAGE>

assessment  report that it elects to terminate  this  Agreement,  whereupon this
Agreement  shall  terminate  and Escrow  Agent shall return to Buyer its Earnest
Money Deposit.

         3.3 Time and Place of Closing.  Unless otherwise agreed by the parties,
the Closing shall take place at the offices of Escrow Agent at 10:00 A.M. on the
date which is the fifteenth  (15th) business 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. Seller is duly organized, validly existing
and in good  standing  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  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 Seller 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 Seller  enforceable  against
it 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 R.G. Kennedy & Associates/Mark  Heath (whose commission is payable by
Buyer).  Seller agrees to indemnify  Buyer from any other such claim arising by,
through or under Seller.  The  provisions of this section shall survive  Closing
indefinitely.

         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.


- - 12 -


<PAGE>

         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.

         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
reasonable 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  reasonable  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 Seller's  customary income tax accounting  standards  applied by
Seller 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,
1997. Buyer and its independent  certified  accountants shall be given access to
Seller's books and records at any time prior to and for six (6) months 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

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<PAGE>

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,  to the best
of Seller's  knowledge,  in any way materially and adversely 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. 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 commercially 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,

 - 14 -


<PAGE>

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 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, except the
Surviving Mortgage,  the transactions  contemplated hereby requiring the consent
of the  holder of the  Surviving  Mortgage;  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   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.

 - 15 -


<PAGE>

              (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, or (d) 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.  Seller  discloses  and Buyer acknowledges  that a 
                  drycleaning facility is presently  being  operated on the
                  Property.

              (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 in violation of
                  Environmental Law.

         (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  repre-
              sentation or warranty by Seller in this section of this Agreement.
              This indemnity  shall survive Closing for a period of two (2) 
              years and shall be in addition to the post-closing indemnities
              contained in Section .

         4.18 Surviving Mortgage. To Seller's knowledge,  the Surviving Mortgage
is presently  held by USG Annuity and Life Company and is in good  standing with
no defaults existing thereunder. The principal balance outstanding as of July 1,
1998,  is  $7,570,482.74,  and the monthly  payment of principal and interest is
$60,780.53.  The interest  rate is eight  percent  (8.0%) per annum.  Seller has
deposits  with the holder of the Surviving  Mortgage  totalling  $14,036.11  for
taxes.  Such  deposits  will be assigned at Closing,  Buyer to reimburse  Seller
therefor.  The transfer of the Property to Buyer will require the consent of the
holder of the Surviving  Mortgage.  Prior to the end of the  Inspection  Period,
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  and  certifying as to the foregoing  matters in
form and substance  reasonably  satisfactory to Buyer.  Seller will maintain the
Surviving Mortgage in good standing, without default, until Closing.

         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.


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<PAGE>

         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  Partnership  and Regency  Organization.  Partnership is a Delaware
limited partnership,  the sole general partner of which is Regency.  Partnership
is or at Closing will be  qualified  to transact  business in the state in which
the Property is located.  Buyer is a wholly owned  subsidiary of Regency,  whose
common shares are traded on the New York Stock Exchange.  The authorized capital
stock of  Regency  consists  of (i)  150,000,000  shares of Common  Stock,  (ii)
10,000,000 shares of special Common Stock, $0.01 par value, and (iii) 10,000,000
shares of preferred  stock,  $0.01 par value.  As of March 31, 1998,  there were
24,865,205  shares of Common Stock issued and outstanding,  and 2,500,000 shares
of Special  Common Stock in the form of Class B  Non-voting  Common  Stock,  par
value $0.01 issued and outstanding. The Class B Common Stock is held by a single
investor and is convertible in stages beginning in December,  1998, into a total
of 2,975,468 shares of Common Stock.

         5.4  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 R.G.
Kennedy & Associates/Mark  Heath, whose commission shall be paid by Buyer. Buyer
agrees to  indemnify  Seller from any other such claim  arising  by,  through or
under Buyer. The provisions of this section shall survive Closing indefinitely.


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<PAGE>

         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 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.  Promptly  after  the full
execution hereof Buyer's counsel shall order the Title Insurance  Commitment and
a Survey (Seller agreeing to furnish to Buyer copies of any existing surveys and
title information in its possession promptly after execution of this Agreement).
Buyer will have ten (10) days from  receipt of the Title  Commitment  (including
legible copies of all recorded exceptions noted therein) and Survey within which
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,  except the Surviving Mortgage) 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,

- - 18 -


<PAGE>

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 as its sole  remedy;  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 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 in all material  respects 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:

 - 19 -


<PAGE>

         (1)    A limited 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,  including without limitation all tenant
files and correspondence;

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

         (6)   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;

         (7) All Tenant Estoppel  Letters  obtained by Seller, which must
include Big Bear,  Blockbuster,  H&R Block,  Society Bank and Subway, 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;

         (8)  A general assignment of all assignable existing warranties
relating to the Property;

         (9)  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;

        (10)  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;


- - 20 -


<PAGE>

        (11)  Resolutions and/or affidavits of Seller authorizing the
transactions described herein;

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

        (13)  Materials; and

        (14)  Such other documents as Buyer may reasonably request to
effect the transactions contemplated by this Agreement.

                  (g)  Buyer shall have received from the holder of the Surviv-
ing Mortgage, and  approved,  the estoppel  letter and the  documents by which 
such holder  approves  the transfer of the  Property to Buyer and the assumption
by Buyer, if necessary, of the obligations of the Surviving Mortgage.

                  (h) If applicable,  Regency and Seller shall have executed the
Partnership Agreement and the Redemption Agreement.

                  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 in all material respects 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)  If applicable, delivery and/or payment of the balance
of the Purchase Price in accordance with Section  at Closing;

 - 21 -


<PAGE>

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

                  (d) Seller  shall have  received  and  approved  the  estoppel
letter from the holder of the Surviving Mortgage and the terms and conditions of
the release of Seller from the obligations imposed by the Surviving Mortgage.

                  (e) If applicable,  Regency and Seller shall have executed the
Partnership Agreement and the Redemption 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 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 .

         8.3 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 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  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).


- - 22 -


<PAGE>

        10.  POST CLOSING INDEMNITIES AND COVENANTS

        10.1 Seller's Indemnity. Should this transaction close, Seller, subject
to the limitations set forth herein,  shall indemnify,  defend and hold harmless
Buyer from all  claims,  demands,  liabilities,  damages,  penalties,  costs and
expenses,   including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements,  which may be imposed upon,  asserted against or incurred or paid
by Buyer by reason  of,  or on  account  of,  any  breach by Seller of  Seller's
warranties, representations and covenants. Except as set forth in this Agreement
to the contrary,  Seller's  warranties,  representations and covenants,  and the
foregoing  indemnity,  shall  survive the Closing for a period of two (2) years.
Buyer's  rights and remedies  herein against Seller shall be in addition to, and
not in lieu of all other rights and remedies of Buyer at law or in equity.

        10.2 Buyer's  Indemnity.  Should this  transaction  close,  Buyer shall
indemnify,   defend  and  hold  harmless   Seller  from  all  claims,   demands,
liabilities,   damages,  penalties,  costs  and  expenses,   including,  without
limitation,  reasonable attorneys' fees and disbursements,  which may be imposed
upon, asserted against or incurred or paid by Seller by reason of, or on account
of, any breach by Buyer of Buyer's  warranties,  representations  and covenants.
Except as set  forth in this  Agreement  to the  contrary,  Buyer's  warranties,
representations and covenants,  and the foregoing  indemnity,  shall survive the
Closing  for a period of two (2)  years.  Seller's  rights and  remedies  herein
against  Buyer shall be in addition  to, and not in lieu of all other rights and
remedies of Seller at law or in equity.

        11.  MISCELLANEOUS

        11.1   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.

        11.2  Partnership  Issues.  Buyer and  Seller  agree  that in the event
Seller elects the  Contribution  Alternative  in Section 2.4 of this  Agreement,
that Buyer shall assign this Agreement to Partnership, which shall assume all of
Buyer's obligations hereunder.  Partnership has joined in this Agreement for the
purpose of  agreeing  to assume  such  obligations  and be bound  hereby if this
Agreement is assigned to it.

        11.3 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.

 - 23 -


<PAGE>

        11.4  Notices.  All 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 in writing and shall be served by  personal  delivery,
certified  or  overnight  mail,  reputable  overnight  courier  service  or  fax
(followed promptly by hard copy) at the addresses set forth below:

                  As to Seller:             PP Center Limited
                                            Attention:  Terry L. Sternad
                                            110-B Northwoods Drive
                                            Columbus, Ohio  43235
                                            Phone: (614) 846-5330
                                            Fax: (614) 846-7783

                  With a copy to:           Jones, Day
                                            Attention:  Harlan W. Robins, Esq.
                                            1900 Huntington Center
                                            Columbus, Ohio 43215
                                            Phone: (614) 469-3925
                                            Fax: (614) 461-4198

                  As to Buyer:              RRC Acquisitions Two, Inc.
                                            Attention:  Robert L. Miller
                                            Suite 200, 121 W. Forsyth St.
                                            Jacksonville, Florida 32202
                                            Phone: (904) 356-7000
                                            Fax: (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
                                            Phone: (904) 398-3911
                                            Fax: (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.

        11.5 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.


- - 24 -


<PAGE>

        11.6  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.

        11.7  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 actually incurred,  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 actually  incurred,  whether
or not suit be brought and including fees and costs actually occurred on appeal.

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

        11.9     Governing Law.  This Agreement shall be governed by the laws of
the state in which the Property is located.

        11.10  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.

        11.11 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.

        11.12 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.

        11.13  Further  Instruments,  Etc.  This  Agreement  may be executed in
counterparts and when so executed shall be deemed executed as one agreement.

 - 25 -


<PAGE>

Seller and Buyer  shall  execute any and all  documents  and perform any and all
acts reasonably necessary to fully implement this Agreement.

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

        11.15 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
Name:                               

                                             By:                               
                                                 Name:                         
Name:                                            Title:                        

                                              Date:  August              , 1998
                                              Tax Identification No: 59-3478325

                                                     "BUYER"

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

                                             By its General Partner:

                                             REGENCY REALTY CORPORATION,
                                             a Florida corporation
Name:                               

                                             By:                       
                                                Name:                     
Name:                                           Title:                    

                                             Date: August               , 1998
                                             Tax Identification No: 59-3429602

                                                     "PARTNERSHIP"

 - 26 -


<PAGE>

                                             PP CENTER LIMITED, an Ohio
                                             limited liability company

                                             By Its Authorized Member:


Name:                               
                                            By:                            
                                               Name:                           
Name:                                          Title:                          

                                            Date: August         , 1998
                                            Tax Identification No:             

                                                     "SELLER"




                             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 a national bank acceptable to Buyer and Seller.

         2.  Indemnity.  Escrow Agent shall not be liable to either party except
for claims resulting from the gross  negligence or willful  misconduct of Escrow
Agent. If the escrow is involved in any  controversy or litigation,  the parties
hereto  shall  jointly and  severally  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 actually incurred by Escrow Agent
or to which  Escrow  Agent may be put 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.  If the indemnity  amounts payable  hereunder
result from the fault of Buyer or Seller (or their respective agents), the party
at fault shall pay, and hold the other party harmless against, such amounts.

- - 27 -


<PAGE>

         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 final
appropriate legal proceedings or otherwise as it may require;  or (ii) file suit
for declaratory  relief and/or  interpleader  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 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.  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.  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. Tax Identification.  Seller and Buyer shall provide to Escrow Agent 
appropriate Federal tax identification numbers.

                                         OHIO TITLE CORPORATION, AS AGENT FOR
                                         FIRST AMERICAN TITLE INSURANCE
                                         COMPANY


                                         By:                                  
                                         Its Authorized Agent

                                         Date:                      , 1998

                                                 "ESCROW AGENT"

- - 28 -


<PAGE>

                                     EXHIBIT

                           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 Park Place Shopping Center.

         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.       The financial  statement referred to above is fairly presented
                  in conformity with Seller's  customary  accounting  standards,
                  consistently applied.

         2.       We have made available to you:

                  a.  All financial records and related data.


- - 29 -


<PAGE>

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

         3.      There have been no:

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

                  b.       Instances of fraud involving others 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  or as a basis for  recording a
                           loss contingency.

         4. There are no:

                  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   Accounting    for
                           Contingencies (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 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.

         5.       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.

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


 - 30 -


<PAGE>

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

                                                     Very truly yours,

                                                     "Seller/Manager"


                                                     Name
                                                     Title


 - 31 -


<PAGE>

                                     EXHIBIT

                              Partnership Agreement

- - 32 -


<PAGE>



                                     EXHIBIT

                       Legal Description of Real Property

- - 33 -


<PAGE>



                                     EXHIBIT

                              Redemption Agreement

- - 34 -


<PAGE>



                                     EXHIBIT

                                    Rent Roll

 - 35 -


<PAGE>



                                     EXHIBIT
                             Form of Estoppel Letter

                                      _____________________, 199_

RRC Acquisitions Two, Inc.
Regency Centers, L.P.
121 W. Forsyth St., 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
                  $--------------].


 - 36 -


<PAGE>

         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 
                  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 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:_________________________________
- ----------------------------


- - 37 -


<PAGE>


                                     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 mths/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 (incld store#) & national addresses
**35)    Seller's Existing Survey
  36)    Tax plat map

** Required documents for commencement of Inspection Period.

- - 38 -


<PAGE>




                                AGREEMENT


         THIS AGREEMENT, dated as of the _____ day of July, 1998, by and between
REAL SUB,  INC., a Florida  corporation,  whose  address is 1936 George  Jenkins
Blvd.,  Lakeland,  Florida 33815 ("Partner One"),  and REGENCY CENTERS,  L.P., a
Delaware limited partnership, whose address is Suite 200, 121 W. Forsyth Street,
Jacksonville, Florida 32202 ("Regency").

                              W I T N E S S E T H:

         Partner One is the Class A Limited  Partner under that certain  Limited
Partnership  Agreement of  Queensborough  Associates,  L.P.,  a Georgia  limited
partnership  (the  "Partnership"),  dated  July 16,  1992,  as  amended by First
Amendment  dated  December 31, 1992 (the  "Agreement").  There are no additional
amendments to the Agreement.  The Partnership owns a shopping center and related
expansion  properties.  The  partners of the  Partnership  and their  respective
percentage interests are as follows:

                                                           Partnership Interest

 General Partner:            Branch Investment Partners, L.P.            25%
 Class A Limited Partner:    Real Sub, Inc.                            37.5%
 Limited Partner:            Branch/Interallianz Realty Fund, L.P.     18.75%
 Limited Partner:            G. Kloiber                                18.75%

         Under Article 18 of the Agreement, a buy-sell procedure is established.
In Section 18.1,  special  treatment is designated for the respective  partners:
Partner One is treated as one Partner, and
 all remaining partners are aggregated
and treated as one Partner. The Article therefore operates as if there were only
two partners, which for purposes of this agreement are designated as Partner One
(Real Sub, Inc.), and Partner Two (the other partners).

         Partner One has determined to institute the buy-sell  procedures  under
the Agreement,  and to make an offer (the "First Offer") to Partner Two. Partner
One has made such  determination  based on the  agreement of Regency  and/or its
affiliate(s)  to  become  the  general  partner  and a  limited  partner  of the
Partnership,  such that if the First  Offer is  accepted  or deemed  accepted by
Partner Two, upon closing of the  transactions  contemplated by the First Offer,
Regency will have acquired  fifty  percent  (50%) of the  aggregate  capital and
profits  interests in the  Partnership,  and become with Partner One, all of the
partners of the Partnership.  It is intended that upon such closing, Regency and
its  affiliate(s)  will own  fifty  percent  (50%) of the  aggregate  percentage
interests of the Partnership,  and that Partner One will continue as the Class A
Limited  Partner,  also owning fifty percent  (50%) of the aggregate  percentage
interests of the Partnership.  It is also  contemplated  that upon closing,  the
third party debt of the  Partnership  would be paid in full and that the capital
accounts of Partner One, on the one hand, and Regency (and its  affiliate[s]) on
the other, would be equal.

         Partner  One  and  Regency  desire  to  memorialize   their  agreements
concerning the foregoing matters.

         NOW  THEREFORE,  in  consideration  of Ten Dollars  ($10.00)  and other
valuable  consideration,  receipt  of which  is  acknowledged,  Partner  One and
Regency acknowledge and agree as follows:

         1. The foregoing recitals are true.

         2. Attached  hereto as Exhibit "1" is the "First Offer" to be delivered
by  Partner  One to  Partner  Two  under the  provisions  of  Article  18 of the
Agreement,  the said "First  Offer" being  acceptable to each of Partner One and
Regency.  The "First  Offer" is  contingent  upon (i) the status of title to the
Partnership's  property not changing  between the date the "First Offer" is made
and the date of the closing,  and (ii) the interests  being purchased being free
of any lien or encumbrance.

         3. Partner One shall  promptly  execute and cause the First Offer to be
delivered to Partner Two in accordance  with the provisions of the Agreement and
upon  making the First Offer  shall  designate  Regency as the entity to receive
title to fifty percent (50%) of the aggregate  capital and profits  interests in
the  Partnership  should the First Offer be accepted.  Partner One shall furnish
Regency with a copy of the executed First Offer  accompanied by such designation
and a  schedule  of the  required  responses  and  consequent  events  following
thereon.  Upon receipt,  Regency will accept such  designation,  Regency  hereby
agreeing to assume and perform the  obligations of the First Offer to the extent
of the interests to be acquired by Regency  thereunder.  Regency shall  promptly
notify Partner Two of its acceptance of such  designation  and of its assumption
of such obligations.  Partner One shall keep Regency regularly and fully advised
of the status of the First Offer and of  responses  made by Partner Two, if any.
Partner  One shall  furnish to Regency  promptly  after  receipt,  copies of all
correspondence and responses made by Partner Two in connection herewith.
Partner One shall not modify or amend the First Offer  without the prior consent
of Regency.

         4. Attached  hereto  collectively as Exhibit "2" are (i) a current rent
roll; (ii) a copy of a recent title insurance policy covering the  Partnership's
property,  and (iii) a survey of the Partnership's property dated July 17, 1995,
all of which are  acceptable  to  Regency.  Partner  One shall not do any act or
permit any act or omission which would cause a change in occupancy, the state of
the title or the  condition of the property from the date hereof to the closing,
without the prior consent of Regency.

         5. Should Partner Two make or be deemed to have made a counteroffer  in
accordance with the provisions of the Agreement,  this agreement shall terminate
and neither party shall have any further liability hereunder.

         6.  Should  the First  Offer be or be  deemed  to have  been  accepted,
Partner One and Regency shall proceed as  expeditiously as possible to close the
transaction as  contemplated  by the First Offer and the Agreement.  Immediately
following closing the Partnership shall be constituted as follows:

                  General Partner           Regency                    25%
                  Limited Partner           Regency                    25%
                  Class A Limited Partner   Real Sub, Inc.             50%

Regency  shall  thereupon  pay to Partner Two, or reimburse  Partner One, as the
case may be,  an amount  equal to (i) 100% of that  portion  of the First  Offer
payable to Partner Two which is attributable  to Partner Two's Preferred  Return
Accounts and Adjusted  Capital (as defined in the Agreement) of Partner Two, and
(ii) eighty  percent  (50/62.5) of the balance of the amounts paid or payable by
Partner  One to  Partner  Two  under  the  terms  of the  First  Offer,  if any.
Simultaneously  therewith,  Partner  One shall  pay  Partner  Two the  remaining
amounts due under the terms of the First Offer. Prior to the closing Partner One
shall cause the Development  Agreement and the Property Management  Agreement to
be terminated,  effective as of the closing.  Upon closing (i) the Agreement and
the Partnership's Certificate of Limited Partnership shall be amended to reflect
the transactions  contemplated hereby and any other matters to which Partner One
and Regency may agree;  and (ii) the  Partnership  will enter into an  agreement
with Regency Centers, L.P. prior to the closing of the transaction  contemplated
by the First Offer for the management of the property, upon terms and conditions
and in form mutually agreeable to the parties hereto.

         7.  Promptly  after  closing   Partner  One  and  Regency  (and/or  its
affiliate[s])   shall  each  contribute  or  cause  to  be  contributed  to  the
Partnership an amount equal to one-half (1/2) of the aggregate sums necessary to
satisfy all of the  Partnership's  third party debt, it being intended that upon
consummation  of  this  transaction  that  except  for  ordinary  and  necessary
operational  expenses,  similar liabilities,  the Partnership shall have no debt
unless and until the partners shall otherwise agree.

         8. It is the  intention  of the parties that upon  consummation  of the
transactions  contemplated hereby, Partner One, on the one hand, and Regency and
its affiliate(s) on the other, shall have equal percentage interests and capital
accounts in the  Partnership.  For that reason  Partner One and Regency agree to
share equally the out-of-pocket  costs of this transaction,  including  transfer
charges  and  similar  closing  expenses  (excluding  however  the fees of their
respective counsel, which shall be paid separately by each).

         9.  Neither  Partner  One nor  Regency  have  employed a broker or real
estate agent in connection with these matters and to the best of their knowledge
no  brokerage  fee or  commission  is or will  be due in  connection  with  this
transaction.  The parties have considered such issues as casualty,  condemnation
and the financial  condition of tenants in the shopping  center,  and agree that
none shall have a bearing on this  transaction,  except that the proceeds of any
insurance or condemnation payable hereafter shall be shared in such fashion that
each of Partner One and Regency  shall be  entitled to the  benefits  thereof as
partners of the Partnership.

         10. This Agreement and the benefits and  obligations  hereunder are not
assignable  by either  party  except as  specifically  agreed in writing by both
parties.  This Agreement  constitutes  the entire  agreement of the parties with
respect to the matters contemplated hereby.

         11. This Agreement  shall be construed and enforced in accordance  with
the laws of Florida.

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

Witnesses:
                                 REAL SUB, INC.,
                                 a Florida corporation
Name:                                       
                                 By:                                   
Name:                               "Partner One"

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

                                 By its sole general partner:
                           


                                REGENCY REALTY CORPORATION,
                                a Florida corporation
Name:                           
                                By:                                      
                                   Name:                                    
Name:                              Title:                                   

                                      "Regency"



ATL01/10397815v9              A&B Draft 02/24/99
 
                     AMENDED AND RESTATED CREDIT AGREEMENT


         THIS AMENDED AND RESTATED CREDIT AGREEMENT (this  "Agreement") dated as
of February 26, 1999 by and among  REGENCY  CENTERS,  L.P.,  a Delaware  limited
partnership (the "Borrower"),  REGENCY REALTY CORPORATION, a Florida corporation
(the "Parent"),  each of the financial institutions initially a signatory hereto
together with their assignees under Section 12.8. (the  "Lenders"),  FIRST UNION
NATIONAL BANK, as Syndication  Agent (the "Syndication  Agent"),  WACHOVIA BANK,
N.A., as Documentation  Agent (the "Documentation  Agent"),  each of COMMERZBANK
AKTIENGESELLSCHAFT,  ATLANTA  AGENCY and pnc bank,  national  Association,  as a
Managing  Agent  (each a  "Managing  Agent"),  and WELLS  FARGO  BANK,  NATIONAL
ASSOCIATION,  as contractual  representative of the Lenders to the extent and in
the manner provided in Article XI. below (in such capacity, the "Agent").

         WHEREAS,  certain of the Lenders and other financial  institutions have
made available to Borrower a $300,000,000 revolving credit facility on the terms
and conditions  contained in that certain Credit Agreement dated as of March 27,
1998 (as  amended  and in  effect  immediately  prior to the  date  hereof,  the
"Existing Regency Credit Agreement") by and among the Borrower, the Parent, such
Lenders,  such other  financial  institutions  and Wells  Fargo  Bank,  National
Association, as Agent;

         WHEREAS,  pursuant to the Merger Agreement (as defined below),  Pacific
Retail Trust, a Maryland real estate investment trust ("PRT"),  is to merge with
and into the Parent;

         WHEREAS,  certain of the Lenders and other financial  institutions have
made available to PRT a $325,000,000  revolving credit facility on the terms and
conditions contained in that certain Amended and Restated Credit Agreement dated
as of May 18,  1998 (as  amended  and in  effect  immediately  prior to the date
hereof,  the "Existing PRT Credit  Agreement") by and among PRT,  certain of the
Lenders  and other  financial  institutions,  and  Wells  Fargo  Bank,  National
Association, as Agent;

         WHEREAS,  the  proceeds  of the  initial  loans to be  borrowed  by the
Borrower  hereunder  on the  Effective  Date (as defined  below) will be used to
satisfy in full all  outstanding  financial  obligations  owing by PRT under the
Existing PRT Credit Agreement; and

         WHEREAS,  the  Borrower,  the Lenders and the Agent desire to amend and
restate the terms of the  Existing  Regency  Credit  Agreement  in order to make
available to Borrower a  $635,000,000  revolving  credit  facility,  including a
$30,000,000 swingline subfacility and a $2,000,000 letter of credit subfacility,
all pursuant
 to the terms hereof.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged by the parties hereto, the parties
hereto agree that the Existing  Regency Credit Agreement is amended and restated
in its entirety as follows:

                             ARTICLE I. DEFINITIONS

         SECTION 1.1.  Definitions.

         The following terms, as used herein, have the following meanings:

         "Absolute Rate" has the meaning given that term in Section 
2.2.(c)(ii)(C).

         "Absolute Rate Auction" means a solicitation of Bid Rate Quotes setting
forth Absolute Rates pursuant to Section 2.2.

         "Absolute  Rate Loan" means a Bid Rate Loan the interest  rate on which
is  determined  on the basis of an Absolute  Rate  pursuant to an Absolute  Rate
Auction.

         "Accession Agreement" means an Accession Agreement substantially in the
form of Annex I to the Guaranty.

         "Acquisition"   means  any  transaction,   or  any  series  of  related
transactions,  by which a Person  directly or indirectly  acquires any assets of
another Person, whether through purchase of assets, merger or otherwise.

         "Additional Costs" has the meaning given that term in Section 5.1.

         "Adjusted  Base Rents" means the total  rentals  from a given  Property
which are  denominated as base rent or minimum rent under the applicable  leases
which shall in any event  exclude all  percentage  rent and  reimbursements  for
operating  expenses,  taxes or  insurance,  and shall be based on  actual  rents
presently being paid without any rent leveling adjustments.

         "Affiliate" means any Person (other than the Agent or any Lender):  (a)
directly or indirectly controlling, controlled by, or under common control with,
the Borrower;  (b) directly or indirectly owning or holding ten percent (10%) or
more of any equity interest in the Borrower; or (c) ten percent (10%) or more of
whose voting stock or other equity  interest is directly or indirectly  owned or
held by the Borrower. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by" and "under common
control  with")  means the  possession  directly or  indirectly  of the power to
direct  or cause the  direction  of the  management  and  policies  of a Person,
whether through the ownership of voting securities or by contract or otherwise.

         "Agreement Date" means February 26, 1999.

         "Applicable  Facility Fee" means the  percentage set forth in the table
below  corresponding to the Level at which the "Applicable Margin" is determined
in accordance with the definition thereof:

- ---------------- --------------------------------
     Level                Facility Fee
- ---------------- --------------------------------
       1                      0.20%
- ---------------- --------------------------------
- ---------------- --------------------------------
       2                      0.25%
- ---------------- --------------------------------
- ---------------- --------------------------------
       3                      0.30%
- ---------------- --------------------------------
- ---------------- --------------------------------
       4                      0.30%
- ---------------- --------------------------------
- ---------------- --------------------------------
       5                      0.40%
- ---------------- --------------------------------

As of the Agreement Date, the Applicable Facility Fee equals 0.30%.

         "Applicable  Law"  means all  applicable  provisions  of local,  state,
federal and foreign constitutions,  statutes,  rules,  regulations,  ordinances,
decrees,  permits,  concessions  and orders of all  governmental  bodies and all
orders and decrees of all courts, tribunals and arbitrators.

         "Applicable  Margin" shall mean, as of any date of  determination,  the
respective  percentage  rates set forth below  corresponding  to the  Borrower's
Credit Rating as assigned by the Rating Agencies:

 
Level      Borrower's Credit Rating     Applicable Margin    Applicable Margin
          (S&P/Moody's or equivalent)   for LIBOR Loans            for
                                                              Base Rate Loans

 1        A-/A3 or equivalent or higher      0.85%                0.00%

 
 2        BBB+/Baa1 or equivalent            0.90%                0.00%
 
 
 3        BBB/Baa2 or equivalent             1.00%                0.00%
 
 
 4        BBB-/Baa3 or equivalent            1.15%                0.00%
 
 
 5       Less than BBB-/Baa3 or equivalent   1.35%                0.00%
 

         The Agent shall  determine the  Applicable  Margin from time to time in
accordance with the above table and the provisions of this definition and notify
the  Borrower  and the  Lenders of such  determination.  If the Rating  Agencies
assign Credit  Ratings which  correspond to different  Levels in the above table
resulting in different Applicable Margin  determinations,  the Applicable Margin
will be  determined  based on the  Level  corresponding  to the lower of the two
Credit  Ratings.  During any period  that the  Borrower  receives  more than two
Credit Ratings and such Credit Ratings are not equivalent, the Applicable Margin
shall equal the average of the  Applicable  Margins as  determined in accordance
with the two lowest of such  Credit  Ratings;  provided  that one of such Credit
Ratings has been  issued by either S&P or Moody's  and such Credit  Rating is an
Investment Grade Rating.  Each change in the Applicable  Margin resulting from a
change  in a Credit  Rating  of the  Borrower  shall  take  effect  on the first
calendar  day of the month  following  the month in which such Credit  Rating is
publicly  announced by the relevant Rating Agency. As of the Agreement Date, the
Applicable  Margin for LIBOR Loans equals  1.075% and for Base Rate Loans equals
0.0%.

         "Asset Value" means

         (a) with respect to any  Subsidiary at a given time, the sum of (i) the
Capitalized  EBITDA of such  Subsidiary at such time,  plus (ii) the Capitalized
Fee Income of such  Subsidiary  at such  time,  plus (iii) the book value of all
Construction  in Process of such Subsidiary as of the end of the Parent's fiscal
quarter most recently ended, and

         (b) with  respect to any  Unconsolidated  Affiliate at a given time the
sum of (i) with  respect to any of such  Unconsolidated  Affiliate's  Properties
under  construction,   the  Parent's  pro  rata  share  of  the  book  value  of
Construction  in Process for such Property as of the end of the Parent's  fiscal
quarter most recently ended and (ii) with respect to any of such  Unconsolidated
Affiliate's Properties which have been completed, the Parent's pro rata share of
Capitalized  EBITDA  of  such  Unconsolidated  Affiliate  attributable  to  such
Properties.

         "Assignee" has the meaning given that term in Section 12.8.(c).

         "Assignment   and  Acceptance   Agreement"   means  an  Assignment  and
Acceptance Agreement among a Lender, an Assignee and the Agent, substantially in
the form of Exhibit A.

         "Base Rate"  means the  greater of (a) the rate of  interest  per annum
established  from time to time by Wells Fargo,  San  Francisco,  California  and
designated  as its prime rate (which rate of interest may not be the lowest rate
charged by such bank,  the Agent or any of the Lenders on similar loans) and (b)
the Federal Funds Rate plus one-half of one percent  (0.5%).  Each change in the
Base Rate shall  become  effective  without  prior notice to the Borrower or the
Lenders  automatically  as of the opening of business on the date of such change
in the Base Rate.

         "Base Rate Loan" means any Revolving  Loan or Term Loan  hereunder with
respect to which the interest rate is calculated by reference to the Base Rate.

         "Bid Rate Borrowing" has the meaning given that term in Section
2.2.(b).

         "Bid Rate Loan" means a loan made by a Lender under Section 2.2.(b).

         "Bid Rate Note" has the meaning given that term in Section 2.12.

         "Bid Rate Quote" means an offer in accordance with Section 2.2.(c) by a
Lender to make a Bid Rate Loan with one single specified interest rate.

         "Bid Rate Quote Request" has the meaning given that term in Section 
2.2.(b).

         "Bridge Facility" has the meaning given that term in Section 
6.1.(v)(ii).

         "Business Day" means (a) any day other than  Saturday,  Sunday or other
day on which commercial banks in Atlanta,  Georgia or San Francisco,  California
are authorized or required to close and (b) with  reference to LIBOR Loans,  any
such day on which  dealings  in Dollar  deposits  are  carried out in the London
interbank market.

         "Capitalized  EBITDA" means, with respect to a Person and as of a given
date, (a) such Person's  EBITDA for the fiscal quarter most recently ended times
(b) 4 and divided by (c) 9.25%.  In  determining  Capitalized  EBITDA (i) EBITDA
attributable  to real estate  properties  either acquired or disposed of by such
Person during such fiscal quarter shall be disregarded,  (ii) Fee Income for the
applicable period shall be excluded from EBITDA, (iii) any amounts deducted from
the net earnings of Properties  owned by  Consolidated  Subsidiaries  in which a
third party owns a minority  equity  interest  shall be included in EBITDA;  and
(iv)  distributions  of cash received by such Person during such period from any
of its Unconsolidated Affiliates shall be excluded from EBITDA.

         "Capitalized  Fee Income"  means,  with respect to a Person and as of a
given date,  (a) such  Person's Fee Income for the fiscal  quarter most recently
ended times (b) 4 and divided by (c) 20.0%.

         "Capitalized  Lease  Obligation"  means  Indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting  purposes in accordance with GAAP, and the amount of such Indebtedness
shall be the  capitalized  amount of such  obligations  determined in accordance
with such principles.

         "Collateral  Account"  means a  special  non-interest  bearing  deposit
account maintained by the Agent under its sole dominion and control.

         "Commitment" means, as to each Lender, such Lender's obligation to make
Revolving Loans pursuant to Section 2.1. and to issue (in the case of the Agent)
or  participate  in (in the case of the  Lenders  other  than the  Agent in such
capacity)   Letters  of  Credit  pursuant  to  Section   2.15.(a)  and  2.15.(f)
respectively,  in an amount  up to,  but not  exceeding  (but in the case of the
Agent, excluding the aggregate amount of participations in the Letters of Credit
held by other  Lenders),  the amount set forth for such Lender on its  signature
page  hereto  as  such  Lender's  "Commitment  Amount"  or as set  forth  in the
applicable Assignment and Acceptance Agreement,  as the same may be reduced from
time to  time  pursuant  to  Section  2.9.  or as  appropriate  to  reflect  any
assignments to or by such Lender effected in accordance with Section 12.8.

         "Compliance Certificate" means the certificate described in Section 
8.1.(c).

         "Consolidated  Subsidiary" means, with respect to a Person at any date,
any Subsidiary or other entity the accounts of which would be consolidated  with
those of such Person in its consolidated financial statements in accordance with
GAAP, if such statements  were prepared as of such date. The term  "Consolidated
Subsidiary"  shall also include any Preferred Stock Entity the accounts of which
are  consolidated  with  those  of such  Person  in its  consolidated  financial
statements in accordance with GAAP.

         "Construction   Budget"  means  the  fully   budgeted   costs  for  the
construction,  development and  redevelopment of a given  Development  Property,
such budget to include an adequate operating deficiency reserve. For purposes of

this  definition  the "fully  budgeted  costs" of a  Development  Property to be
acquired by a Person upon completion  pursuant to a contract in which the seller
is required to develop or renovate  prior to, and as a condition  precedent  to,
such  acquisition  shall equal the maximum  amount  reasonably  estimated  to be
payable by such Person under the contract assuming  performance by the seller of
its  obligations  under  the  contract  which  amount  shall  include,   without
limitation, any amounts payable after consummation of such acquisition which may
be based on certain performance levels or other related criteria.

         "Construction in Process" means construction in process as determined 
in accordance with GAAP.

         "Contingent   Obligation"   means,  for  any  Person,  any  commitment,
undertaking,  Guarantee or other obligation  constituting a contingent liability
that must be accrued under GAAP.

         "Continue",   "Continuation"   and  "Continued"   each  refers  to  the
continuation  of a LIBOR  Loan from one  Interest  Period  to the next  Interest
Period pursuant to Section 2.5.

         "Convert",  "Conversion"  and "Converted" each refers to the conversion
of a Revolving  Loan of one Type into a Revolving  Loan of another Type pursuant
to Section 2.6.

         "Credit  Rating" means the lowest rating assigned by a Rating Agency to
each series of rated senior unsecured long term indebtedness of the Borrower.

         "Credit  Tenant" means any Person which has entered into, and continues
to be subject  to, a lease of any  portion of a Property  and has a rating of at
least BBB- assigned to its senior  long-term debt obligations by S&P or Moody's.
For purposes of this  Agreement,  Publix Super  Markets,  Inc. shall be deemed a
Credit Tenant.

         "Debt  Service"  means,  with respect to any Person and for any period,
the sum of (a)  Interest  Expense  of such  Person  for  such  period  plus  (b)
regularly  scheduled  principal  payments on  Indebtedness of such Person during
such period, other than any balloon, bullet or similar principal payment payable
on any Indebtedness of such Person which repays such Indebtedness in full.

         "Default"  means any condition or event which  constitutes  an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

         "Defaulting Lender" has the meaning given that term in Section 3.5.

         "Designated  Lender" means a special  purpose  corporation  which is an
affiliate of, or sponsored by, a Lender,  that is engaged in making,  purchasing
or  otherwise  investing  in  commercial  loans in the  ordinary  course  of its
business and that issues (or the parent of which issues)  commercial paper rated
at least  P-1 (or the then  equivalent  grade)  by  Moody's  or A-1 (or the then
equivalent  grade) by S&P that, in either case, (a) is organized  under the laws
of the United  States of America or any state  thereof,  (b) shall have become a
party to this Agreement  pursuant to Section 12.8.(d) and (c) is not otherwise a
Lender.

         "Designated  Lender  Note"  means  a Bid  Rate  Note  of  the  Borrower
evidencing  the  obligation  of the  Borrower  to repay Bid Rate Loans made by a
Designated Lender.

       "Designating Lender" has the meaning given that term in Section 12.8.(d).

         "Designation  Agreement" means a Designation Agreement between a Lender
and a Designated Lender and accepted by the Agent,  substantially in the form of
Exhibit B or such other form as may be agreed to by such Lender, such Designated
Lender and the Agent.

         "Development  Property" means either (a) a real estate project acquired
by the Borrower, any Subsidiary,  any Unconsolidated  Affiliate or any Preferred
Stock  Entity as  unimproved  real estate to be developed as a Property or (b) a
Property acquired by the Borrower, any Subsidiary,  any Unconsolidated Affiliate
or any  Preferred  Stock Entity on which the  Borrower,  such  Subsidiary,  such
Unconsolidated   Affiliate  or  such  Preferred  Stock  Entity  is  to  increase
materially the rentable square footage of such Property,  in each case for which
an 85% Occupancy Rate has not been  achieved.  The term  "Development  Property"
shall include real property of the type described in the  immediately  preceding
clause (a) or (b) to be (but not yet) acquired by the Borrower,  any Subsidiary,
any  Unconsolidated  Affiliate or any Preferred  Stock Entity upon completion of
construction pursuant to a contract in which the seller of such real property is
required to develop or renovate prior to, and as a condition  precedent to, such
acquisition,  but shall not include  any  build-to-suit  Property  which is 100%
preleased by a single tenant having an investment  grade rating  assigned to its
senior  long-term   unsecured  debt  obligations  by  a  nationally   recognized
securities rating agency.

         "Dollars" or "$" means the lawful currency of the United States of 
America.

         "EBITDA"  means,  with respect to any Person for any period and without
duplication,  net  earnings  (loss) of such  Person for such  period  (excluding
equity in net earnings or net loss of Unconsolidated Affiliates) plus the sum of
the  following  amounts  (but only to the extent  included  in  determining  net
earnings (loss) for such period):  (a) depreciation and amortization expense and
other non-cash  charges of such Person for such period plus (b) interest expense
of such  Person for such  period  plus (c) income tax  expense of such Person in
respect of such period plus (d)  distributions  of cash  received by such Person
during such  period  from any of its  Unconsolidated  Affiliates.  EBITDA  shall
exclude  extraordinary  gains of such  Person  and gains from sales of assets of
such  Person  for such  period  but will  include  extraordinary  losses of such
Person,  losses  from sales of assets of such Person and losses  resulting  from
forgiveness by such Person of Indebtedness for such period. For purposes of this
definition,  net earnings (loss) shall be determined  before minority  interests
and distributions to holders of Preferred Stock.

         "Effective  Date" means the date this  Agreement  becomes  effective in
accordance with Section 6.1.

         "Eligible   Assignee"   means  any  Person  who  is,  at  the  time  of
determination:  (a) a Lender; (b) a commercial bank, trust company,  savings and
loan association,  savings bank,  insurance company,  investment bank or pension
fund  organized  under the laws of the United  States of  America,  or any state
thereof,  and  having  total  assets  in  excess  of  $5,000,000,000;  or  (c) a
commercial  bank organized under the laws of any other country which is a member
of the  Organization  for Economic  Cooperation and Development  ("OECD"),  or a
political  subdivision of any such country, and having total assets in excess of
$10,000,000,000,  provided  that such bank is acting  through a branch or agency
located in the United  States of  America.  If such  Person is not  currently  a
Lender,  such Person's senior unsecured long term indebtedness must be rated BBB
or higher by S&P,  Baa2 or higher by  Moody's,  or the  equivalent  or higher of
either such rating by another rating agency acceptable to the Agent.

         "Eligible  Property"  means  a  Property  which  satisfies  all  of the
following  requirements as confirmed by the Agent: (a) such Property is owned in
fee simple by only the Borrower or a  Subsidiary  of the  Borrower;  (b) neither
such Property,  nor any interest of the Borrower or such Subsidiary  therein, is
subject to any Lien other than Permitted  Liens or to any agreement  (other than
this  Agreement or any other Loan  Document)  that prohibits the creation of any
Lien thereon as security for  Indebtedness;  (c) if such  Property is owned by a
Subsidiary  of the  Borrower,  (i) none of the  Borrower's  direct  or  indirect
ownership  interest  in such  Subsidiary  is  subject  to any  Lien  other  than
Permitted Liens or to any agreement (other than this Agreement or any other Loan
Document)  that  prohibits  the  creation of any Lien  thereon as  security  for
Indebtedness and (ii) the Borrower directly, or indirectly through a Subsidiary,
has the right to take the  following  actions  without  the need to  obtain  the
consent of any  Person:  (A) to create Lien on such  Property  as  security  for
Indebtedness of the Borrower or such Subsidiary,  as applicable and (B) to sell,
transfer  or  otherwise  dispose of such  Property;  (d) such  Property is not a
Development  Property and has an Occupancy  Rate which has remained  stabilized;
(e)  such  Property  is  free  of  all   structural   defects,   title  defects,
environmental conditions or other adverse matters except for defects, conditions
or matters individually or collectively which are not material to the profitable
operation of such  Property;  (f) such Property is not subject to a ground lease
(other than a lease of land on such Property by the Borrower or such  Subsidiary
to a Person which is not an Affiliate)  and (g) such Property is improved with a
shopping center or a stand-alone building containing a grocery store occupied by
a Credit  Tenant.  Prior to March 31, 1999,  the  requirements  contained in the
immediately preceding clauses (a) through (c), shall be disregarded with respect
to each Regency Office  Property so long as (1) such Regency Office  Property is
otherwise an Eligible Property; (2) such Regency Office Property is owned in fee
simple by Regency Office; (3) Regency Office is a Wholly Owned Subsidiary of the
Parent;  (4) such Regency Office Property is not, nor is any interest of Regency
Office  therein,  subject  to any  Lien  other  than  Permitted  Liens or to any
agreement  (other than this Agreement or any other Loan Document) that prohibits
the creation of any Lien thereon as security for  Indebtedness;  and (5) none of
the Parent's direct or indirect  ownership interest in Regency Office is subject
to any Lien other than  Permitted  Liens or to any  agreement  (other  than this
Agreement or any other Loan  Document)  that  prohibits the creation of any Lien
thereon as security for Indebtedness. For purposes of this definition only, when
determining  the Occupancy Rate for a given Property which is a retail  shopping
center,  an anchor tenant who has vacated its space shall  nonetheless be deemed
to occupy such space if such  tenant is  continuing  to pay all rental  payments
when due under its lease and either of the following two  conditions  apply,  as
the case may be: (i) if such  Property  has two or more  anchor  tenants and the
other anchor tenants still actually occupy their respective  spaces or (ii) such
space is  undergoing  construction  to meet the  specific  needs of a new anchor
tenant who has either  subleased  the space from the  existing  tenant or who is
obligated to lease such space upon substantial completion of such construction.

         "Environmental Laws" means any Applicable Law relating to environmental
protection  or the  manufacture,  storage,  disposal or  clean-up  of  Hazardous
Materials including, without limitation, the following: Clean Air Act, 42 U.S.C.
ss. 7401 et seq.;  Federal Water  Pollution  Control Act, 33 U.S.C.  ss. 1251 et
seq.;  Solid  Waste  Disposal  Act, 42 U.S.C.  ss.  6901 et seq.;  Comprehensive
Environmental  Response,  Compensation  and Liability Act, 42 U.S.C. ss. 9601 et
seq.; National Environmental Policy Act, 42 U.S.C. ss. 4321 et seq.; regulations
of the Environmental Protection Agency and any applicable rule of common law and
any judicial  interpretation  thereof  relating  primarily to the environment or
Hazardous Materials.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, or any successor statute.

         "ERISA Group" means all members of a controlled  group of  corporations
and all trades or businesses  (whether or not incorporated) under common control
that are treated as a single employer under Section 414 of the Internal  Revenue
Code.

         "ERISA  Plan" means any  employee  benefit  plan  subject to Title I of
ERISA.

         "Event of Default" means the occurrence of any of the events  specified
in Section  10.1.,  whatever  the reason for such event and  whether it shall be
voluntary or  involuntary  or be effected by operation of law or pursuant to any
judgment  or  order  of any  court  or any  order,  rule  or  regulation  of any
governmental or nongovernmental  body;  provided that any requirement for notice
or lapse of time or any other condition has been satisfied.

         "Executive  Memorandum"  means the set of  information  provided to the
investment  committee of the Parent's board of directors in connection  with the
purchase or acquisition of a Property.  The Executive  Memorandum shall include,
at a  minimum,  the  following  information  relating  to such  Property:  (a) a
description of such  Property,  such  description to include the age,  location,
site plan and current  occupancy rate of such  Property;  (b) the purchase price
paid or to be paid  for  such  Property;  (c) the  capitalization  rate for such
Property;  (d) a summary of the existing  tenants of such Property;  (e) grocery
sales  information  for  any  grocery  store  tenants  of  such  Property  and a
competitive  retail  inventory for such Property;  (f) either current  operating
statements for such Property for the immediately  preceding  fiscal year and for
current  fiscal year  through the fiscal  quarter most  recently  ending (to the
extent reasonably  available to Borrower) or pro forma operating  statements for
such Property;  and (g) other demographic and trade information relating to such
Property.

         "Existing PRT Credit Agreement" is defined in the recitals herein.

         "Existing Regency Credit Agreement" is defined in the recitals herein.

        "Extension Request" has the meaning given that term in Section 2.10.(a).

         "Federal  Funds Rate" means,  on any day,  the rate per annum  (rounded
upward,  if  necessary,  to the  nearest  1/100th  of 1%) equal to the  weighted
average of the rates on overnight Federal funds transactions with members of the
Federal  Reserve  System  arranged  by Federal  funds  brokers  on such day,  as
published  by the  Federal  Reserve  Bank of New York on the  Business  Day next
succeeding  such day,  provided  that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such  transactions  on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is published on such next  succeeding  Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to the Agent on
such day on such transactions as reasonably determined by the Agent.

         "Fee Income"  means,  with respect to a Person and for a given  period,
the amount of net income  accrued by such  Person  during such period from fees,
commissions  and other  compensation  derived from (a) managing  and/or  leasing
properties owned by third parties; (b) developing  properties for third parties;
(c)  arranging  for  property  acquisitions  by  third  parties;  (d)  arranging
financing for third parties and (e) consulting and business  services  performed
for third parties.

         "Funds From Operations" means, with respect to a Person and for a given
period,  net earnings (loss) of such Person for such period (excluding equity in
net  earnings  or net  loss of  Unconsolidated  Affiliates)  plus the sum of the
following  amounts (but only to the extent  included in  determining  net income
(loss) for such period):  (a) depreciation and  amortization  expense,  deferred
taxes and other non-cash  charges of such Person with respect to its real estate
assets for such  period  plus (b) losses from sales of assets of such Person and
losses resulting from restructuring of Indebtedness of such Person, all for such
period  minus (c) gains from sales of assets of such Person and gains  resulting
from  restructuring of Indebtedness of such Person, all for such period plus (d)
such  Person's  pro  rata  share  of  Funds  From  Operations  of such  Person's
Unconsolidated  Affiliates plus (e) adjustments for straight-line  rent leveling
for such period.

         "GAAP" shall mean generally accepted accounting principles set forth in
the  opinions  and  pronouncements  of the  Accounting  Principles  Board of the
American   Institute  of  Certified   Public   Accountants  and  statements  and
pronouncements  of the  Financial  Accounting  Standards  Board or in such other
statements by such other entity as may be approved by a  significant  segment of
the accounting  profession,  which are applicable to the circumstances as of the
date of determination.

         "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of,  registrations and filings with, and reports to, all
Governmental Authorities.

         "Governmental  Authority" means any national, state or local government
(whether domestic or foreign),  any political  subdivision  thereof or any other
governmental, quasi-governmental, judicial, public or statutory instrumentality,
authority,  body, agency, bureau or entity (including,  without limitation,  the
Federal Deposit  Insurance  Corporation,  the Comptroller of the Currency or the
Federal  Reserve  Board,  any central bank or any  comparable  authority) or any
arbitrator with authority to bind a party at law.

         "Gross  Asset  Value"  means,  at a  given  time,  the  sum of (a)  the
Capitalized EBITDA of the Parent and its Consolidated Subsidiaries at such time,
plus  (b)  the  Capitalized  Fee  Income  of the  Parent  and  its  Consolidated
Subsidiaries at such time, plus (c) the purchase price paid by the Parent or any
Consolidated   Subsidiary   (less  any  amounts  paid  to  the  Parent  or  such
Consolidated Subsidiary as a purchase price adjustment, held in escrow, retained
as a contingency  reserve, or other similar  arrangements) for any real property
acquired by the Parent or such Consolidated  Subsidiary as a Property other than
a Development  Property  during the Parent's fiscal quarter most recently ended,
plus  (d) all of  Parent's  and its  Consolidated  Subsidiaries'  cash  and cash
equivalents as of the end of such fiscal quarter  (excluding tenant deposits and
other cash and cash  equivalents  the  disposition of which is restricted in any
way (excluding restrictions in the nature of early withdrawal penalties)),  plus
(e) with respect to each of the  Parent's  Unconsolidated  Affiliates,  (i) with
respect to any of such Unconsolidated Affiliate's Properties under construction,
the  Parent's  pro rata share of the book value of  Construction  in Process for
such Property as of the end of such fiscal  quarter and (ii) with respect to any
of such  Unconsolidated  Affiliate's  Properties which have been completed,  the
Parent's pro rata share of Capitalized EBITDA of such  Unconsolidated  Affiliate
attributable to such Properties,  plus (f) the book value of all Construction in
Process  for  real  property   acquired  for   development  the  Parent  or  any
Consolidated  Subsidiary  as a  Property  as such book value is set forth on the
Parent's consolidated balance sheet most recently delivered to the Lenders under
Section 8.1.(a) or (b) plus (g) the  contractual  purchase price of any property
subject to a purchase  obligation,  repurchase  obligation or forward commitment
which  at such  time  could  be  specifically  enforced  by the  seller  of such
property,  but only to the extent such  obligations are included in the Parent's
or any Consolidated  Subsidiary's  Total Liabilities plus (h) in the case of any
property  subject to a purchase  obligation,  repurchase  obligation  or forward
commitment  which at such time could not be specifically  enforced by the seller
of such property, the aggregate amount of due diligence deposits,  earnest money
payments and other similar payments made under the applicable contract which, at
such time, would be subject to forfeiture upon termination of the contract,  but
only to the extent such amounts are included in the Parent's or any Consolidated
Subsidiary's Total Liabilities.

         "Guarantee"  by  any  Person  means  any   obligation,   contingent  or
otherwise,  of such Person directly or indirectly  guaranteeing any Indebtedness
or other  obligation of any other Person and, without limiting the generality of
the foregoing, any obligation,  direct or indirect,  contingent or otherwise, of
such Person (a) to purchase or pay (or advance or supply  funds for the purchase
or payment of) such Indebtedness or other obligation  (whether arising by virtue
of  partnership  arrangements,  by agreement to keep-well,  to purchase  assets,
goods,  securities  or  services,  to  take-or-pay,  or  to  maintain  financial
statement  conditions  or  otherwise)  or (b)  entered  into for the  purpose of
assuring  in any  other  manner  the  obligee  of  such  Indebtedness  or  other
obligation  of the payment  thereof or to protect such  obligee  against loss in
respect  thereof (in whole or in part),  provided that the term Guarantee  shall
not include  endorsements  for  collection or deposit in the ordinary  course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

         "Guarantor" means any Person that is party to the Guaranty as a 
"Guarantor"

         "Guaranty" means the Guaranty executed and delivered by the Guarantors 
substantially in the form of Exhibit O.

         "Hazardous Materials" means all or any of the following: (a) substances
that are  defined  or listed  in,  or  otherwise  classified  pursuant  to,  any
applicable Environmental Laws as "hazardous substances",  "hazardous materials",
"hazardous  wastes",  "toxic  substances" or any other  formulation  intended to
define, list or classify substances by reason of deleterious  properties such as
ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity or
"TLCP"  toxicity,  "EP  toxicity";  (b)  oil,  petroleum  or  petroleum  derived
substances,  natural  gas,  natural gas liquids or  synthetic  gas and  drilling
fluids,  produced  waters  and other  wastes  associated  with the  exploration,
development or production of crude oil, natural gas or geothermal resources; (c)
any flammable  substances or explosives or any  radioactive  materials;  and (d)
asbestos  in any form or (e)  electrical  equipment  which  contains  any oil or
dielectric fluid  containing  levels of  polychlorinated  biphenyls in excess of
fifty parts per million.

         "Hedge  Agreements"  means,  collectively,  Interest  Rate  Agreements,
commodity future or option contracts, currency swap agreements,  currency future
or option contracts and other similar agreements.

         "Indebtedness"  means,  with  respect  to a  Person,  at  the  time  of
computation thereof, all of the following (without duplication and determined on
a  consolidated  basis):  (a)  obligations  of such  Person in  respect of money
borrowed;  (b) obligations of such Person (other than trade debt incurred in the
ordinary course of business),  whether or not for money borrowed (i) represented
by notes payable,  or drafts accepted,  in each case representing  extensions of
credit, (ii) evidenced by bonds,  debentures,  notes or similar instruments,  or
(iii)  constituting  purchase money  indebtedness,  conditional sales contracts,
title  retention  debt  instruments  or other  similar  instruments,  upon which
interest  charges are customarily  paid or that are issued or assumed as full or
partial payment for property;  (c) Capitalized Lease Obligations of such Person;
(d) all reimbursement  obligations of such Person under any letters of credit or
acceptances  (whether or not the same have been presented for payment);  (e) all
Indebtedness  of other Persons which (i) such Person has  Guaranteed or which is
otherwise  recourse to such Person or (ii) is secured by a Lien on any  property
of such Person; (f) all Indebtedness of any other Person of which such Person is
a general  partner;  and (g) with respect to Indebtedness  of an  Unconsolidated
Affiliate,  (i) all such  Indebtedness  which such Person has  Guaranteed  or is
otherwise  obligated on a recourse basis and (ii) such Person's  Ownership Share
of all other Indebtedness of such Unconsolidated Affiliate.

         "Interest  Expense" means, with respect to a Person and for any period,
(a) the total  interest  expense  (including,  without  limitation,  capitalized
interest  expense  and  interest  expense   attributable  to  Capitalized  Lease
Obligations)  of such Person and in any event shall include all letter of credit
fees and all interest  expense with  respect to any  Indebtedness  in respect of
which  such  Person  is wholly  or  partially  liable  whether  pursuant  to any
repayment,  interest carry, performance Guarantee or otherwise,  plus (b) to the
extent not already included in the foregoing clause (a) such Person's  Ownership
Share of all paid,  accrued or capitalized  interest  expense for such period of
Unconsolidated Affiliates of such Person.

         "Interest Period" means,

         (a) with respect to any LIBOR Loan, each period  commencing on the date
such LIBOR Loan is made or the last day of the next  preceding  Interest  Period
for such Loan and  ending on the  numerically  corresponding  day in the  first,
second, third or sixth calendar month thereafter,  as the Borrower may select in
a Notice of Borrowing,  Notice of Continuation  or Notice of Conversion,  as the
case may be,  except  that  each  Interest  Period  that  commences  on the last
Business  Day  of a  calendar  month  (or on  any  day  for  which  there  is no
numerically  corresponding  day in the  appropriate  subsequent  calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month.
In addition to such periods, the Borrower may request Interest Periods for LIBOR
Loans  having  durations  of at least 7, but not more than 30, days no more than
ten times during any 12-month period beginning during the term of this Agreement
but only in  anticipation  of (i) the Borrower's  prepayment of such LIBOR Loans
from equity or debt offerings, financings or proceeds resulting from the sale or
other  disposition of major assets of the Borrower or any of its Subsidiaries or
(ii)  changes  in the  amount  of the  Lenders'  Commitments  associated  with a
modification of this Agreement;

         (b) with respect to any Absolute  Rate Loan,  the period  commencing on
the  date  such  Absolute  Rate  Loan  is made  and  ending  on the  numerically
corresponding day in the first,  second, or third calendar month thereafter,  as
the  Borrower  may select as  provided  in  Section  2.2.(b),  except  that each
Interest  Period that commences on the last Business Day of a calendar month (or
on  any  day  for  which  there  is no  numerically  corresponding  day  in  the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month; and

         (c) with respect to any LIBOR Margin Loan,  each period  commencing  on
the  date  such  LIBOR  Margin  Loan  is  made  and  ending  on the  numerically
corresponding day in the first,  second or third calendar month  thereafter,  as
the  Borrower  may select as  provided  in  Section  2.2.(b),  except  that each
Interest  Period that commences on the last Business Day of a calendar month (or
on  any  day  for  which  there  is no  numerically  corresponding  day  in  the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month.

Notwithstanding  the foregoing:  (i) if any Interest Period for a Revolving Loan
or a Bid Rate Loan would  otherwise end after the Revolving  Credit  Termination
Date, such Interest Period shall end on the Revolving Credit  Termination  Date;
(ii) if any Interest Period would otherwise end after the Termination Date, such
Interest  Period shall end on the Termination  Date;  (iii) each Interest Period
that would  otherwise  end on a day which is not a Business Day shall end on the
next succeeding  Business Day (or, if such next succeeding Business Day falls in
the next succeeding  calendar  month,  on the next preceding  Business Day); and
(iv)  notwithstanding  either of the immediately  preceding clauses (i) and (ii)
but except as  otherwise  provided  in the second  sentence  of the  immediately
preceding  clause  (a),  no  Interest  Period  for any LIBOR  Loan  shall have a
duration of less than one month and, if the  Interest  Period for any LIBOR Loan
would otherwise be a shorter period,  such Loan shall not be available hereunder
for such period.

         "Interest  Rate  Agreement"  means any  interest  rate swap  agreement,
interest rate cap  agreement,  interest  rate collar  agreement or other similar
contractual  agreement or arrangement entered into by a Person with a nationally
recognized then rated investment grade financial  institution for the purpose of
protecting such Person against fluctuations in interest rates.

         "Internal  Revenue  Code" means the Internal  Revenue Code of 1986,  as
amended, or any successor statute.

         "Investment"  means, with respect to any Person and whether or not such
investment  constitutes a controlling  interest in such Person: (a) the purchase
or other  acquisition  of any share of capital  stock or other equity  interest,
evidence of Indebtedness  or other security issued by any other Person;  (b) any
loan,  advance or extension of credit to, or contribution to the capital of, any
other Person; (c) any Guarantee of the Indebtedness of any other Person; (d) the
subordination  of any  claim  against  a Person  to other  Indebtedness  of such
Person; and (e) any other investment in any other Person.

         "Investment  Grade  Rating"  means a Credit Rating of BBB- or higher by
S&P or Baa3 or higher by Moody's.

         "L/C Commitment Amount" means an amount equal to $2,000,000.

         "Lender"  means  each  financial  institution  from time to time  party
hereto as a "Lender" or a  "Designated  Lender,"  together  with its  respective
successors and assigns; provided,  however, that the term "Lender" shall exclude
each Designated  Lender when used in reference to any Loan other than a Bid Rate
Loan,  the  Commitments or terms relating to any Loan other than a Bid Rate Loan
and the Commitments  and shall further  exclude each  Designated  Lender for all
other purposes  hereunder  except that any  Designated  Lender which funds a Bid
Rate Loan shall,  subject to Section  12.8.(d),  have the rights  (including the
rights given to a Lender  contained in Sections 12.3. and 12.5.) and obligations
of a Lender associated with holding such Bid Rate Loan.

         "Lending  Office" means, for each Lender and for each Type of Loan, the
office of such Lender specified as such on its signature page hereto,  or in any
applicable  Assignment  or  Acceptance  Agreement  or such other  office of such
Lender as such Lender may notify the Agent from time to time.

         "Letter of Credit" has the meaning set forth in Section 2.15.(a).
         "Letter  of Credit  Documents"  means,  with  respect  to any Letter of
Credit,  collectively,  any  application  therefor,  any  certificate  or  other
document  presented in connection with a drawing under such Letter of Credit and
any other agreement, instrument or other document governing or providing for (a)
the rights and  obligations of the parties  concerned or at risk with respect to
such  Letter  of  Credit  or  (b)  any  collateral  security  for  any  of  such
obligations.

         "Letter of Credit Liabilities" shall mean, without duplication,  at any
time and in respect of any Letter of Credit, the sum of (a) the Stated Amount of
such  Letter of Credit plus (b) the  aggregate  unpaid  principal  amount of all
Reimbursement  Obligations  of the  Borrower  at such  time due and  payable  in
respect of all drawings  made under such Letter of Credit.  For purposes of this
Agreement,  a Lender  (other  than the Agent in its  capacity  as such) shall be
deemed  to  hold  a  Letter  of  Credit  Liability  in an  amount  equal  to its
participation  interest in the related Letter of Credit under Section  2.15.(f),
and the Agent shall be deemed to hold a Letter of Credit  Liability in an amount
equal to its  retained  interest in the related  Letter of Credit  after  giving
effect  to the  acquisition  by the  Lenders  other  than  the  Agent  of  their
participation interests under such Section.

         "LIBO Rate" means, with respect to each Interest Period,  for any LIBOR
Loan or LIBOR  Margin  Loan,  the average  rate of interest  per annum  (rounded
upwards,  if necessary,  to the next highest  1/16th of 1%) at which deposits in
immediately available funds in Dollars are offered to Wells Fargo Bank, National
Association  (at  approximately  9:00 a.m., two Business Days prior to the first
day of such Interest  Period) by first class banks in the  interbank  Eurodollar
market,  for delivery on the first day of such  Interest  Period,  such deposits
being for a period of time equal or comparable to such Interest Period and in an
amount equal to or comparable to the principal amount of the LIBOR Loan to which
such Interest Period relates.  Each  determination of the LIBO Rate by the Agent
shall, in absence of demonstrable error, be conclusive and binding.

         "LIBOR  Auction" means a solicitation  of Bid Rate Quotes setting forth
LIBOR Margins based on the LIBO Rate pursuant to Section 2.2.

         "LIBOR  Loan"  means any  Revolving  Loan or Term Loan  hereunder  with
respect to which the interest  rate is  calculated by reference to the LIBO Rate
for a particular Interest Period.

"LIBOR Margin" shall have the meaning assigned to such term in
 Section 2.2.(c)(ii)(D).

         "LIBOR Margin Loan" means a Bid Rate Loan the interest rate on which is
determined on the basis of the LIBO Rate pursuant to a LIBOR Auction.

         "Lien"  as  applied  to the  property  of any  Person  means:  (a)  any
mortgage,  deed to secure debt,  deed of trust,  pledge,  lien,  charge or lease
constituting a Capitalized  Lease  Obligation,  conditional  sale or other title
retention agreement,  or other security interest,  security title or encumbrance
of any kind in respect of any  property  of such  Person,  or upon the income or
profits  therefrom;  (b) any  arrangement,  express or implied,  under which any
property of such Person is transferred,  sequestered or otherwise identified for
the purpose of subjecting the same to the payment of Indebtedness or performance
of any other  obligation  in priority to the payment of the  general,  unsecured
creditors of such Person;  and (c) the filing of, or any agreement to give,  any
financing  statement under the Uniform  Commercial Code or its equivalent in any
jurisdiction.

"Loan" means a Revolving Loan, a Bid Rate Loan, a Swingline Loan or a Term Loan.

         "Loan Document" means this Agreement, each of the Notes, each Letter of
Credit  Document,  the  Guaranty,   each  Accession  Agreement,   any  agreement
evidencing  the fees referred to in Section  3.1.(e) and each other  document or
instrument  executed  and  delivered  by the Borrower or any other Loan Party in
connection with this Agreement or any of the other foregoing documents.

         "Loan Party" means each of the Borrower and each Guarantor.

         "Majority Lenders" means, as of any date, (a) all Lenders, if there are
fewer than three  Lenders  party  hereto at such time and (b) the Lenders  whose
combined  Pro Rata Shares  equal or exceed  66-2/3%,  if there are three or more
Lenders party hereto at such time.

         "Material Contract" means any agreement, lease, Mortgage, indenture, or
other contract or other arrangement (other than Loan Documents), whether written
or oral, to which the Borrower, any Guarantor or any other Subsidiary is a party
as to which the breach, nonperformance,  cancellation or failure to renew by any
party thereto could have a Materially Adverse Effect.

         "Materially  Adverse  Effect" means a materially  adverse effect on (a)
the business, assets, liabilities, financial condition, results of operations or
business prospects of the Borrower and Consolidated Subsidiaries,  or the Parent
and its  Consolidated  Subsidiaries,  taken as a whole,  (b) the  ability of the
Borrower  or any other  Loan  Party to perform  its  obligations  under any Loan
Document to which it is a party,  (c) the validity or  enforceability  of any of
such Loan  Documents,  (d) the rights and  remedies of the Lenders and the Agent
under any of such Loan  Documents or (e) the timely  payment of the principal of
or  interest  on the Loans or other  amounts  payable in  connection  therewith.
Except with respect to representations made or deemed made by the Borrower under
Article VII. or in any of the other Loan  Documents to which it is a party,  all
determinations  of  materiality  shall be made by the  Agent  in its  reasonable
judgment unless expressly provided otherwise.

         "Maximum Loan  Availability"  means,  at any time, the lesser of (a) an
amount equal to the positive  difference,  if any, of (i) the Unencumbered  Pool
Value  divided by 1.75,  minus (ii) all  Unsecured  Liabilities  (other than the
Loans and the Letter of Credit Liabilities),  of the Parent and its Subsidiaries
determined  on a  consolidated  basis  and  (b)  the  aggregate  amount  of  the
Commitments at such time.

         "Merger  Agreement"  means that  certain  Agreement  and Plan of Merger
dated as of September  23,  1998,  between the Parent and PRT pursuant to which,
among other things, PRT will merge with and into the Parent.

         "Moody's" means Moody's Investors Services, Inc.

         "Mortgage"  means a  mortgage,  deed of trust,  deed to secure  debt or
similar security instrument made or to be made by a Person owning an interest in
real estate  granting a Lien on such interest in real estate as security for the
payment of Indebtedness.

         "Multiemployer  Plan"  means a  multiemployer  plan  defined as such in
Section 3(37) of ERISA to which  contributions have been made by the Borrower or
any ERISA Affiliate and which is covered by Title IV of ERISA.

         "Net Operating  Income" means, for any Property and for a given period,
the sum of the following  (without  duplication):  (a) rents and other  revenues
received in the ordinary course from such Property  (including  proceeds of rent
loss insurance but excluding  pre-paid rents and revenues and security  deposits
except to the extent applied in satisfaction  of tenants'  obligations for rent)
minus (b) all expenses paid or accrued  related to the  ownership,  operation or
maintenance  of such property,  including but not limited to taxes,  assessments
and the like,  insurance,  utilities,  payroll  costs,  maintenance,  repair and
landscaping  expenses,   marketing  expenses,  and  general  and  administrative
expenses   (including  an   appropriate   allocation   for  legal,   accounting,
advertising,  marketing  and other  expenses  incurred in  connection  with such
property,  but specifically  excluding general overhead expenses of Borrower and
any property  management  fees) minus (c) the Reserve for  Replacements for such
Property  as of the end of such  period  minus (d) the greater of (i) the actual
property  management fee paid during such period and (ii) an imputed  management
fee in the amount of four percent (4.0%) of the gross revenues for such Property
for such period.

         "Net Worth" means, for any Person and as of a given date, such Person's
total consolidated  stockholder's equity plus, in the case of the Parent and its
Consolidated  Subsidiaries,  increases in accumulated depreciation accrued after
the Agreement Date minus (to the extent  reflected in determining  stockholders'
equity of such Person):  (a) the amount of any write-up in the book value of any
assets contained in any balance sheet resulting from revaluation  thereof or any
write-up in excess of the cost of such assets acquired, and (b) the aggregate of
all  amounts  appearing  on the  assets  side  of any  such  balance  sheet  for
franchises,   licenses,  permits,  patents,  patent  applications,   copyrights,
trademarks,   trade   names,   goodwill,   treasury   stock,   experimental   or
organizational  expenses  and other like  assets  which would be  classified  as
intangible assets under GAAP, all determined on a consolidated basis.

         "Non-ERISA Plan" means any Plan subject to Section 4975 of the Internal
Revenue Code.

         "Non-Guarantor  Entity" means (a) any Subsidiary not required to become
a party to the  Guaranty  under to Section  8.24.(a);  (b) any  Preferred  Stock
Entity; and (c) any Unconsolidated Affiliate of the Parent or the Borrower.

         "Nonrecourse   Indebtedness"   means,   with   respect   to  a  Person,
Indebtedness for borrowed money in respect of which recourse for payment (except
for customary exceptions for fraud, environmental matters, waste, misapplication
of insurance proceeds,  and other similar exceptions  acceptable to the Agent in
its sole discretion) is contractually  limited to specific assets of such Person
encumbered by a Lien securing such Indebtedness.

         "Note" means a Revolving Note, a Bid Rate Note or a Swingline Note.

         "Notice of Borrowing" means a notice in the form of Exhibit F to be 
delivered to the Agent pursuant to Section 2.1. evidencing the Borrower's 
request for a borrowing of Revolving Loans.

         "Notice of Continuation" means a notice in the form of Exhibit G to be 
delivered to the Agent pursuant to Section 2.5. evidencing the Borrower's 
request for the Continuation of a borrowing of Revolving Loans.

         "Notice of Conversion" means a notice in the form of Exhibit H to be 
delivered to the Agent pursuant to Section 2.6. evidencing the Borrower's 
request for the Conversion of a borrowing of Revolving Loans.

         "Notice of Swingline Borrowing" means a notice in the form of Exhibit L
to be delivered to the Swingline  Lender pursuant to Section 2.3.(b)  evidencing
the Borrower's request for a Swingline Loan.

         "Obligations" means,  individually and collectively:  (a) the aggregate
principal balance of, and all accrued and unpaid interest on, all Loans; (b) all
Reimbursement  Obligations and all other Letter of Credit  Liabilities;  (c) any
and all  renewals  and  extensions  of any of the  foregoing  and (d) all  other
indebtedness,  liabilities,  obligations,  covenants  and duties of the Borrower
owing to the Agent and/or the Lenders and/or the Swingline Lender of every kind,
nature and  description,  under or in respect  of this  Agreement  or any of the
other Loan Documents, whether direct or indirect, absolute or contingent, due or
not due, contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any promissory note.

         "Occupancy  Rate" means,  with  respect to a Property at any time,  the
ratio, expressed as a percentage, of (a) the net rentable square footage of such
Property  actually occupied by tenants paying rent pursuant to binding leases as
to which no monetary default has occurred and is continuing to (b) the aggregate
net rentable square footage of such Property.

         "Ownership  Share"  means,  with respect to any  Subsidiary of a Person
that is not a Wholly Owned  Subsidiary,  and any  Preferred  Stock Entity or any
Unconsolidated  Affiliate of a Person, the greater of (a) such Person's relative
nominal direct and indirect  ownership  interest  (expressed as a percentage) in
such  Subsidiary,  Preferred  Stock  Entity or  Unconsolidated  Affiliate or (b)
subject to compliance with Section  8.1.(t),  such Person's  relative direct and
indirect  economic  interest  (calculated as a percentage)  in such  Subsidiary,
Preferred Stock Entity or Unconsolidated Affiliate determined in accordance with
the applicable  provisions of the declaration of trust,  articles or certificate
of incorporation, articles of organization, partnership agreement, joint venture
agreement  or  other  applicable  organizational  document  of such  Subsidiary,
Preferred Stock Entity or Unconsolidated Affiliate.

         "Parent" means Regency Realty Corporation, a Florida corporation.

         "Participant" has the meaning given that term in Section 12.8.(b).

         "PBGC" means the Pension  Benefit  Guaranty  Corporation  or any entity
succeeding to any or all of its functions under ERISA.

         "Permitted  Liens" means (a) pledges or deposits made to secure payment
of worker's  compensation  (or to  participate  in any fund in  connection  with
worker's compensation  insurance),  unemployment  insurance,  pensions or social
security  programs;   (b)  encumbrances   consisting  of  zoning   restrictions,
easements, or other restrictions on the use of real property, provided that such
items  do not  materially  impair  the use of  such  property  for the  purposes
intended  and none of which is violated in any  material  respect by existing or
proposed  structures  or land use;  (c) the  following to the extent no Lien has
been filed in any jurisdiction or agreed to: (i) Liens for taxes not yet due and
payable; or (ii) Liens imposed by mandatory provisions of Applicable Law such as
for  materialmen's,  mechanic's,  warehousemen's and other like Liens arising in
the ordinary course of business, securing payment of Indebtedness the payment of
which is not yet due; (d) Liens for taxes,  assessments and governmental charges
or assessments that are being contested in good faith by appropriate proceedings
diligently  conducted,  and in which reserves  acceptable to the Agent have been
provided;  (e) Liens expressly  permitted under the terms of the Loan Documents;
and (f) any  extension,  renewal or  replacement  of the foregoing to the extent
such Lien as so  extended,  renewed or replaced  would  otherwise  be  permitted
hereunder.

         "Person" means an individual, a corporation,  a partnership,  a limited
liability company, an association,  a trust or any other entity or organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

         "Plan"  means at any time an  employee  pension  benefit  plan which is
covered by Title IV of ERISA or subject to the minimum  funding  standards under
Section 412 of the Internal Revenue Code.

         "Preferred Stock" means, with respect to any Person,  shares of capital
stock of, or other  equity  interests  in,  such  Person  which are  entitled to
preference or priority over any other capital stock of, or other equity interest
in, such Person in respect of the payment of dividends or distribution of assets
upon liquidation or both.

         "Preferred  Stock Entity" means any Person (other than a Subsidiary) in
whom the  Borrower  or the  Parent  owns,  directly  or  indirectly,  all of the
Preferred  Stock or other equity  interests which are not Voting Stock and which
Preferred  Stock or other equity  interests  entitle the Borrower to receive the
majority  of all  economic  benefits  associated  with  ownership  of all equity
interests issued by such Person.

         "Principal  Office"  means the  office of the Agent  located at 2120 E.
Park Place, Suite 100, El Segundo, California 90245, or such other office of the
Agent as the Agent may designate from time to time.

         "Pro Rata Share"  means,  with  respect to any Lender,  the  percentage
obtained  by  dividing  (a) the amount of such  Lender's  Commitment  by (b) the
aggregate amount of Commitments of all the Lenders, or, if the Commitments shall
have been  terminated,  the  percentage  obtained by dividing (i) the  aggregate
unpaid principal amount of Loans and Letter of Credit  Liabilities owing to such
Lender by (ii) the aggregate  unpaid principal amount of all Loans and Letter of
Credit Liabilities.

         "Property" means real property  improved with (a) one or more operating
retail shopping centers or (b) a stand-alone building containing a grocery store
occupied  by a  Credit  Tenant,  in  either  case  that  is  owned  directly  or
indirectly,  in whole or in part,  by the  Borrower,  or solely for  purposes of
determining Unencumbered NOI, owned directly or indirectly, in whole or in part,
by the Parent.

         "Property Certificate" means a certificate substantially in the form of
Exhibit R.

         "PRT" means  Pacific  Retail Trust,  a Maryland real estate  investment
trust.

         "PRT  Acquisition"  means the  Acquisition  by the Parent of all of the
shares of beneficial interest of PRT pursuant to the terms and conditions of the
Merger Agreement.

         "Rating Agencies" means any two nationally recognized securities rating
agencies  designated by the Borrower and  acceptable  to the Agent.  One of such
ratings  agencies  must be  either  (a)  Moody's  or (b) S&P,  but if both  such
corporations  cease to act as a  securities  rating  agency or cease to  provide
ratings with respect to the senior  long-term  unsecured debt obligations of the
Borrower,  the  Borrower  may  designate  as a  replacement  Rating  Agency  any
nationally recognized securities rating agency acceptable to the Agent.
         "Regency Office" means Regency Office Partnership, L.P.

         "Regency Office  Properties"  means the two Properties owned by Regency
Office  and  referred  to  as  the  "Cherry  Grove"   shopping  center  and  the
"Bloomingdale" shopping center.

         "Regulations  U and  X"  means  Regulations  U and X of  the  Board of
Governors of the Federal Reserve System, as in effect from time to time.

         "Regulatory  Change"  means,  with  respect to any  Lender,  any change
effective  after  the  Agreement  Date  in  Applicable  Law  (including  without
limitation,  Regulation  D of the  Board of  Governors  of the  Federal  Reserve
System)  or the  adoption  or  making  after  such  date of any  interpretation,
directive or request applying to a class of banks,  including such Lender, of or
under any  Applicable Law (whether or not having the force of law and whether or
not failure to comply therewith would be unlawful) by any Governmental Authority
or monetary authority charged with the interpretation or administration  thereof
or  compliance  by any Lender with any request or  directive  regarding  capital
adequacy.

         "Reimbursement  Obligation"  means  the  absolute,   unconditional  and
irrevocable  obligation  of the Borrower to reimburse  the Agent for any drawing
honored by the Agent under a Letter of Credit.

         "REIT"  means a  Person  qualifying  for  treatment  as a "real  estate
investment trust" under the Internal Revenue Code.

         "Reportable  Event" has the  meaning  set forth in  Section  4043(b) of
ERISA, but shall not include a Reportable Event as to which the provision for 30
days' notice to the PBGC is waived under applicable regulations.

         "Reserve for  Replacements"  means,  for any period and with respect to
any  Property,  an amount equal to (a)(i) the  aggregate  square  footage of all
completed  space of such Property if such Property is owned by the Parent or any
of its Subsidiaries or (ii) the Parent's or such Subsidiary's Ownership Share of
the aggregate  square  footage of all  completed  space of such Property if such
Property is owned by an Unconsolidated Affiliate or Preferred Stock Entity times
(b) $0.15 times (c) the number of days in such period divided by (d) 365.

         "Restricted  Payment" means, with respect to a Person: (a) any dividend
or other  distribution,  direct or  indirect,  on account of any shares or other
equity  units of any  class  of  stock,  partnership  interest  or other  equity
interest, as applicable,  of such Person now or hereafter outstanding,  except a
dividend  payable solely in shares or other equity units of that class of stock,
partnership interest or other equity interest, as applicable,  to the holders of
that class; (b) any redemption,  conversion,  exchange, retirement, sinking fund
or similar payment, purchase or other acquisition for value, direct or indirect,
of any shares or other equity units of any class of stock, partnership interests
or other  equity  interests,  as  applicable,  of such  Person now or  hereafter
outstanding;  and (c) any payment made to retire, or to obtain the surrender of,
any  outstanding  warrants,  options or other rights to acquire  shares or other
equity  units of any  class of  stock,  partnership  interests  or other  equity
interests, as applicable, of such Person now or hereafter outstanding.

         "Revolving  Credit  Termination Date" means the earlier to occur of (a)
February  26,  2001,  or such later date to which such date may be  extended  in
accordance  with Section 2.10. or (b) the date on which the Revolving  Loans are
converted into Term Loans pursuant to Section 2.11.

         "Revolving Loan" means a loan made by a Lender under Section 2.1.

         "Revolving Note" has the meaning given that term in Section 2.12.

         "Revolving  Period" means the period  commencing on the Effective  Date
and ending on the earlier of (a) the Revolving  Credit  Termination  Date or (b)
the date on which the Revolving  Loans are converted into the Term Loan pursuant
to Section 2.11.

         "Secured   Indebtedness"   means,  with  respect  to  any  Person,  any
Indebtedness  of such  Person  that is  secured in any manner by any Lien on any
real  property and shall include such  Person's  Ownership  Share of the Secured
Indebtedness of any of such Person's Unconsolidated Affiliates.

         "Securities Act" means the Securities Act of 1933, as amended,  and all
rules and regulations issued pursuant thereto.

         "Single  Asset  Subsidiary"  means a  Subsidiary  that meets all of the
following  requirements:  (a) such Subsidiary only owns a single  Property;  (b)
such  Subsidiary  is engaged only in the  business of leasing  such  Property to
other  Persons;  (c) such  Subsidiary  receives  substantially  all of its gross
revenues  from the  leasing of such  Property;  and (d) such  Subsidiary  is not
obligated in respect of any  Indebtedness  other than  Indebtedness for borrowed
money secured by a Lien encumbering such Property.

         "Solvent"  means,  when used with  respect to any Person,  that (a) the
fair value and the fair salable value of its assets  (excluding any Indebtedness
due from any Affiliate of such Person) are each in excess of the fair  valuation
of its total liabilities  (including all contingent  liabilities);  and (b) such
Person is able to pay its debts or other  obligations in the ordinary  course as
they mature and (c) that the Person has capital not unreasonably  small to carry
on its business and all business in which it proposes to be engaged.

         "S&P"  means  Standard  &  Poor's  Rating   Services,   a  division  of
McGraw-Hill Companies, Inc.

         "Stated Amount" means the amount available to be drawn by a beneficiary
under a Letter of Credit from time to time,  as such amount may be  increased or
reduced from time to time in accordance with the terms of such Letter of Credit.

         "Stein Parties" means (a) Joan Stein, Richard Stein, Robert Stein and 
Martin E. Stein, Jr. and (b) The Regency Group, Inc.,The Regency Group II, Ltd. 
and Regency Square II but only so long as the foregoing individuals own, 
directly or indirectly, all of the capital stock of any such entity.

         "Subsidiary"  means, for any Person,  any  corporation,  partnership or
other entity of which at least a majority of the  securities or other  ownership
interests  having by the terms thereof ordinary voting power to elect a majority
of the board of directors or other persons  performing similar functions of such
corporation,  partnership or other entity  (without  regard to the occurrence of
any  contingency)  is at the time directly or indirectly  owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more  Subsidiaries of such Person.  "Wholly Owned  Subsidiary" means any such
corporation,  partnership or other entity of which all of the equity  securities
or  other  ownership  interests  (other  than,  in the  case  of a  corporation,
directors' qualifying shares) are so owned or controlled.

         "Swingline  Commitment" means the Swingline Lender's obligation to make
Swingline  Loans pursuant to Section 2.3. in an amount up to, but not exceeding,
$30,000,000,  as such amount may be reduced from time to time in accordance with
the terms hereof.

         "Swingline  Lender"  means  Wells  Fargo  Bank,  National  Association,
together with its respective successors and assigns.

         "Swingline  Loan"  means a loan  made by the  Swingline  Lender  to the
Borrower pursuant to Section 2.3.(a).

         "Swingline  Termination  Date"  means the date which is seven  Business
Days prior to the Revolving Credit Termination Date.

         "Swingline  Note" means the promissory note of the Borrower  payable to
the order of the Swingline  Lender in a principal  amount equal to the amount of
the Swingline  Commitment as originally in effect and otherwise duly  completed,
substantially in the form of Exhibit E.

         "Taxes" has the meaning given that term in Section 3.11.

         "Term Loan" has the meaning given that term in Section 2.11.

         "Termination  Date" means the date two years after the Revolving Credit
Termination Date.

         "Termination  Event" means (a) a Reportable  Event; (b) the filing of a
notice of intent to terminate a Plan or the  treatment of a Plan  amendment as a
termination under Section 4041 of ERISA or (c) the institution of proceedings to
terminate a Plan by the PBGC under Section 4042 of ERISA,  or the appointment of
a trustee to administer any Plan.

         "Total  Liabilities"  means,  as to any Person as of a given date,  all
liabilities  which would, in conformity  with GAAP, be properly  classified as a
liability on the consolidated  balance sheet of such Person as of such date, and
in any event shall include (without  duplication):  (a) all Indebtedness of such
Person; (b) all accounts payable of such Person; (c) all purchase and repurchase
obligations  and  forward   commitments  of  such  Person  to  the  extent  such
obligations  or  commitments  are  evidenced  by a  binding  purchase  agreement
(forward  commitments  shall  include  without  limitation  (i)  forward  equity
commitments   and  (ii)   commitments   to  purchase  any  real  property  under
development,  redevelopment or renovation); (d) all unfunded obligations of such
Person;  (e) all lease  obligations of such Person  (including ground leases) to
the extent  required  under GAAP to be  classified as a liability on the balance
sheet of such Person;  (f) all Contingent  Obligations of such Person including,
without  limitation,  all Guarantees of Indebtedness by such Person; and (g) all
liabilities of any  Unconsolidated  Affiliate of such Person,  which liabilities
such Person has Guaranteed or is otherwise  obligated on a recourse  basis.  For
purposes  of  clauses  (c) and (d) of  this  definition,  the  amount  of  Total
Liabilities  of a Person at any given time in respect of a contract  to purchase
or otherwise acquire  unimproved or fully developed real property shall be equal
to (i) the total purchase price payable by such Person under the contract if, at
such time,  the seller of such real property  would be entitled to  specifically
enforce the contract against such Person,  otherwise,  (ii) the aggregate amount
of due diligence  deposits,  earnest money  payments and other similar  payments
made by such Person under the contract which, at such time,  would be subject to
forfeiture upon termination of the contract. For purposes of clauses (c) and (d)
of this  definition,  the amount of Total  Liabilities  of a Person at any given
time in respect of a contract relating to the acquisition of real property which
the  seller is  required  to develop or  renovate  prior to, and as a  condition
precedent  to,  such  acquisition  shall  equal the  maximum  amount  reasonably
estimated to be payable by such Person under the contract  assuming  performance
by the seller of its obligations  under the contract which amount shall include,
without  limitation,  any amounts payable after consummation of such acquisition
which may based on certain performance levels or other related criteria.

         "Type"  with  respect to any  Revolving  Loan or Term  Loan,  refers to
whether  such Loan is a LIBOR Loan or a Base Rate Loan,  or in the case of a Bid
Rate Loan only, an Absolute Rate Loan or a LIBOR Margin Loan.

         "Unconsolidated  Affiliate" shall mean, with respect to any Person, any
other  Person in whom such  Person  holds an  Investment,  which  Investment  is
accounted for in the  financial  statements of such Person on an equity basis of
accounting and whose financial results would not be consolidated under GAAP with
the financial results of such Person on the consolidated financial statements of
such  Person.  The  term  "Unconsolidated  Affiliate"  shall  also  include  any
Preferred  Stock  Entity  in  which  a  Person  has  made an  Investment,  which
Investment  is accounted  for in the  financial  statements of such Person on an
equity basis of accounting and whose financial results would not be consolidated
under  GAAP  with the  financial  results  of such  Person  on the  consolidated
financial statements of such Person.

         "Unencumbered  NOI" means, for any period,  the aggregate Net Operating
Income for such period of  Unencumbered  Pool  Properties and any other Property
which  satisfies the following  requirements:  (a) such Property is owned in fee
simple by only the Parent or a Subsidiary;  (b) neither such  Property,  nor any
interest of the Parent or such Subsidiary  therein, is subject to any Lien other
than Permitted Liens or to any agreement (other than this Agreement or any other
Loan  Document)  that prohibits the creation of any Lien thereon as security for
Indebtedness;  (c) if such  Property is owned by a  Subsidiary,  (i) none of the
Parent's direct or indirect  ownership interest in such Subsidiary is subject to
any Lien  other  than  Permitted  Liens or to any  agreement  (other  than  this
Agreement or any other Loan  Document)  that  prohibits the creation of any Lien
thereon as security for Indebtedness and (ii) the Parent directly, or indirectly
through a Subsidiary,  has the right to take the following  actions  without the
need to obtain the consent of any Person: (A) to create Lien on such Property as
security for  Indebtedness of the Parent or such  Subsidiary,  as applicable and
(B) to sell,  transfer  or  otherwise  dispose  of such  Property;  and (d) such
Property  is  free  of all  structural  defects,  title  defects,  environmental
conditions or other adverse  matters  except for defects,  conditions or matters
individually or collectively which are not material to the profitable  operation
of such Property.

         "Unencumbered Pool Certificate" means a report,  certified by the chief
financial  officer  of the  Borrower  in the manner  provided  for in Exhibit P,
setting forth the calculations required to establish the Unencumbered Pool Value
as of a specified date, all in form and detail satisfactory to the Agent.

         "Unencumbered Pool Properties" means those Eligible Properties that 
have been approved pursuant to Article IV. for inclusion when calculating the 
Maximum Loan Availability.

         "Unencumbered  Pool Value" means, at any time, the sum of the following
amounts as determined for each Unencumbered Pool Property: (a) the Net Operating
Income of such  Unencumbered  Pool Property for the fiscal quarter most recently
ended times (b) 4 and divided by (c) 9.25%. For purposes of this definition, the
Unencumbered  Pool Value for any period for any Unencumbered Pool Property owned
by a Subsidiary  which is not a Wholly Owned  Subsidiary shall be limited to the
Borrower's  Ownership  Share of the  distributed  Net  Operating  Income of such
Unencumbered Pool Property for such period.  Notwithstanding  anything set forth
in this definition to the contrary,  not more than 20% of the total Unencumbered
Pool  Value  can be  attributable  to  Unencumbered  Pool  Properties  owned  by
Subsidiaries of the Borrower that are not Wholly Owned Subsidiaries.

         "Unprotected  Floating  Rate Debt" means all  Indebtedness  of a Person
(including,  without  limitation,  Indebtedness of Unconsolidated  Affiliates of
such Person which  Indebtedness is recourse to such Person) which bears interest
at  a  variable  rate  that  fluctuates   during  the  scheduled  life  of  such
Indebtedness and for which such Person has not obtained Interest Rate Agreements
which effectively cause such variable rates to be equivalent to fixed rates less
than or equal to 9% per annum.

         "Unsecured   Indebtedness"   means,  with  respect  to  a  Person,  all
Indebtedness of such Person that is not Secured Indebtedness.

         "Unsecured Liabilities" means, as to any Person as of a given date, (a)
all liabilities which would, in conformity with GAAP, be properly  classified as
a liability  on the  consolidated  balance  sheet of such Person as at such date
plus (b) all  Indebtedness  of such  Person (to the extent not  included  in the
preceding  clause (a)) minus (c) all Secured  Indebtedness of such Person.  When
determining the Unsecured  Liabilities of the Parent and its  Subsidiaries:  (i)
the following (to the extent not in excess of $1,500,000 in the aggregate) shall
be excluded:  (A) any amounts related to  contributions  by the Borrower paid in
the Borrower's  capital stock to the 401(k) plan  maintained by the Borrower and
(B) contributions paid by the Borrower to the Borrower's Long-term Omnibus Plan;
(ii) accounts  payable and accrued  dividends  payable shall be included only to
the  extent  the  aggregate  amount  thereof  exceeds  the  aggregate  amount of
unrestricted  cash  then  reportable  on a  consolidated  balance  sheet  of the
Borrower and (iii) accrued  property  taxes in respect of real property shall be
included only to the extent the aggregate  amount thereof  exceeds the aggregate
amount of cash  held by the  Borrower  and its  Subsidiaries  in escrow  for the
payment of such taxes at such time.

         "Unsecured  Interest Expense" means, with respect to a Person and for a
given period,  all Interest  Expense for such period  attributable the Unsecured
Indebtedness of such Person.

         "U.S. Realty" means Security Capital U.S. Realty, a Luxembourg societe
d'investment a capital variable.

         "Voting  Stock"  means  capital  stock  issued  by  a  corporation,  or
equivalent  interests in any other Person,  the holders of which are ordinarily,
in the absence of contingencies,  entitled to vote for the election of directors
(or persons performing  similar functions) of such Person,  even if the right so
to vote has been suspended by the happening of such a contingency

         "Wells Fargo" means Wells Fargo Bank, National Association.

         SECTION 1.2.  General; References to Time.

         Unless  otherwise   indicated,   all  accounting   terms,   ratios  and
measurements  shall be  interpreted  or determined in accordance  with,  and all
financial  statements  required to be delivered under any Loan Document shall be
prepared in accordance  with,  GAAP.  With respect to any Property which has not
been owned by a Loan Party for a full fiscal  quarter,  financial  amounts  with
respect to such  Property  shall be adjusted  appropriately  to account for such
lesser  period of  ownership  unless  specifically  provided  otherwise  herein.
References  in  this  Agreement  to  "Sections",   "Articles",   "Exhibits"  and
"Schedules" are to sections,  articles, exhibits and schedules herein and hereto
unless  otherwise  indicated.  references  in this  Agreement  to any  document,
instrument  or agreement  (a) shall  include all  exhibits,  schedules and other
attachments thereto, (b) shall include all documents,  instruments or agreements
issued or executed in  replacement  thereof,  and (c) shall mean such  document,
instrument or agreement,  or  replacement or  predecessor  thereto,  as amended,
supplemented,  restated or otherwise modified from time to time and in effect at
any given  time.  Wherever  from the context it appears  appropriate,  each term
stated in either the singular or plural  shall  include the singular and plural,
and pronouns  stated in the  masculine,  feminine or neuter gender shall include
the masculine,  the feminine and the neuter.  Unless explicitly set forth to the
contrary,  a reference to  "Subsidiary"  means a  Subsidiary  of the Parent or a
Subsidiary  of  such  Subsidiary  and a  reference  to an  "Affiliate"  means  a
reference to an Affiliate  of the  Borrower.  Unless  otherwise  indicated,  all
references to time are references to San Francisco, California time.

                           ARTICLE II. CREDIT FACILITY

         SECTION 2.1.  Revolving Loans.

         (a) Making of Revolving Loans.  Subject to the terms and conditions set
forth in this Agreement and the  limitations  set forth in Section  2.14.,  each
Lender  severally and not jointly agrees to make Revolving Loans to the Borrower
during the period from and  including  the  Effective  Date to but excluding the
Revolving Credit  Termination Date, in an aggregate  principal amount at any one
time  outstanding up to, but not exceeding such,  Lender's Pro Rata Share of the
Maximum Loan Availability.  Each borrowing of Revolving Loans hereunder shall be
in an  aggregate  principal  amount of  $1,000,000  and  integral  multiples  of
$100,000 in excess of that amount  (except that any such  borrowing of Revolving
Loans may be in the aggregate amount of the unused Commitments,  which Revolving
Loans, if less than $1,000,000,  must be Base Rate Loans).  Within the foregoing
limits and  subject  to the other  terms of this  Agreement,  the  Borrower  may
borrow,  repay and  reborrow  Revolving  Loans.  Upon the  Effective  Date,  all
Revolving  Loans (as defined under the Existing  Regency Credit  Agreement) then
outstanding  under the Existing  Regency Credit  Agreement shall be deemed to be
Revolving Loans to the Borrower  outstanding  hereunder being of the same Types,
and in the case of LIBOR  Loans,  having the same  Interest  Periods.  As of the
Effective  Date,  such Revolving  Loans shall be allocated  among the Lenders in
accordance  with their  respective  Pro Rata Shares.  Each Lender agrees to make
such  payments  to the other  Lenders and any Person who ceased to be a "Lender"
under the Existing  Regency  Credit  Agreement  upon the Effective  Date in such
amounts as are necessary to effect such  allocation.  All such payments shall be
made to the Agent for the account of the Person to be paid.

         (b) Requests for Revolving Loans. Not later than 9:00 a.m. at least two
Business  Days prior to a  borrowing  of Base Rate Loans and not later than 9:00
a.m.  at least three  Business  Days prior to a borrowing  of LIBOR  Loans,  the
Borrower  shall  deliver  to the Agent a Notice  of  Borrowing.  Each  Notice of
Borrowing  shall  specify  the  principal  amount  of the  Revolving  Loan to be
borrowed,  the date  such  Revolving  Loan is to be  borrowed  (which  must be a
Business Day),  the use of the proceeds of such Revolving  Loan, the Type of the
requested  Revolving  Loan and if such Revolving Loan is to be a LIBOR Loan, the
initial  Interest Period for such Revolving Loan. Each Notice of Borrowing shall
be  irrevocable  once given and binding on the  Borrower.  Prior to delivering a
Notice of Borrowing,  the Borrower may (without  specifying  whether a Revolving
Loan will be a Base Rate Loan or a LIBOR Loan)  request  that the Agent  provide
the Borrower  with the most recent LIBO Rate  available to the Agent.  The Agent
shall provide such quoted rate to the Borrower and to the Lenders on the date of
such request or as soon as possible thereafter.

         (c) Funding of Revolving  Loans.  Promptly after receipt of a Notice of
Borrowing under Section 2.1.(b),  the Agent shall notify each Lender by telex or
telecopy, or other similar form of transmission of the proposed borrowing.  Each
Lender shall deposit an amount equal to its Pro Rata Share of the Revolving Loan
requested by the Borrower with the Agent at the Principal Office, in immediately
available funds not later than 9:00 a.m. on the date of such proposed  Revolving
Loan. Upon fulfillment of all applicable  conditions set forth herein, the Agent
shall make  available to the Borrower at the  Principal  Office,  not later than
12:00 noon on the date of the  requested  Revolving  Loan,  the proceeds of such
amounts  received by the Agent.  The failure of any Lender to deposit the amount
described  above  with the Agent  shall  not  relieve  any  other  Lender of its
obligations hereunder to make its Pro Rata Share of a Revolving Loan.

         (d) Unless the Agent  shall have been  notified by any Lender that such
Lender will not make  available  to the Agent such  Lender's Pro Rata Share of a
proposed Revolving Loan, the Agent may in its discretion assume that such Lender
has made such Pro Rata Share of such  Revolving  Loan  available to the Agent in
accordance with this Section and the Agent may, if it chooses,  in reliance upon
such  assumption,  make such Pro Rata Share of such  Revolving Loan available to
the Borrower.

         SECTION 2.2.  Bid Rate Loans.

         (a) Bid Rate Loans.  In addition to borrowings of Revolving  Loans,  at
any  time  during  the  period  from the  Effective  Date to but  excluding  the
Revolving  Credit  Termination  Date,  and so long as the Borrower  continues to
maintain an Investment Grade Rating from both S&P and Moody's, the Borrower may,
as set forth in this  Section,  request  the  Lenders to make offers to make Bid
Rate Loans to the  Borrower  in  Dollars.  The  Lenders  may,  but shall have no
obligation  to,  make such  offers  and the  Borrower  may,  but  shall  have no
obligation  to,  accept any such offers in the manner set forth in this Section.
Upon the Effective  Date, all Bid Rate Loans owing to a Lender then  outstanding
under the  Existing  Credit  Agreement  shall be deemed to be Bid Rate  Loans to
Borrower and made by such Lender  outstanding  hereunder being of the same Types
and having the same Interest Periods.

         (b)  Requests for Bid Rate Loans.  When the Borrower  wishes to request
from the Lenders  offers to make Bid Rate Loans,  it shall give the Agent notice
(a "Bid Rate Quote Request") so as to be received no later than 9:00 a.m. on (x)
the Business Day immediately  preceding the date of borrowing  proposed therein,
in the case of an Absolute  Rate Auction and (y) on the date four  Business Days
prior to the proposed date of  borrowing,  in the case of a LIBOR  Auction.  The
Agent  shall  deliver  to each  Lender  a copy of each Bid  Rate  Quote  Request
promptly upon receipt  thereof by the Agent.  The Borrower may request offers to
make Bid Rate  Loans for up to 3  different  Interest  Periods  in each Bid Rate
Quote Request (for which purpose Interest Periods in different  lettered clauses
of the definition of the term "Interest  Period" shall be deemed to be different
Interest  Periods even if they are  coterminous);  provided that the request for
each  separate  Interest  Period shall be deemed to be a separate Bid Rate Quote
Request for a separate  borrowing (a "Bid Rate Borrowing").  Each Bid Rate Quote
Request shall be  substantially in the form of Exhibit I and shall specify as to
each Bid Rate Borrowing:

                  (i) the proposed date of such borrowing, which shall be a 
         Business Day;

                 (ii) the  aggregate  amount of such Bid Rate  Borrowing  which
         shall be in a minimum amount of $15,000,000  and integral  multiples
         of $1,000,000  in excess  thereof  which shall not cause any of the
         limits specified in Section 2.14. to be violated;

               (iii) whether the Bid Rate Quote Request is for LIBOR Margin 
         Loans or Absolute Rate Loans; and

                (iv) the duration of the Interest Period applicable thereto.

         The Borrower  shall  deliver no more than one Bid Rate Quote Request in
any calendar month and no Bid Rate Quote Request shall be delivered  within five
Business Days of the giving of any other Bid Rate Quote Request.

         (c)      Bid Rate Quotes.

                  (i) Each Lender may submit one or more Bid Rate  Quotes,  each
         containing an offer to make a Bid Rate Loan in response to any Bid Rate
         Quote Request;  provided that, if the Borrower's  request under Section
         2.2.(b) specified more than one Interest Period, such Lender may make a
         single  submission  containing  only one Bid Rate  Quote  for each such
         Interest Period. Each Bid Rate Quote must be submitted to the Agent not
         later than 7:30 a.m. (x) on the proposed date of borrowing, in the case
         of an Absolute  Rate  Auction and (y) on the date three  Business  Days
         prior  to the  proposed  date  of  borrowing,  in the  case  of a LIBOR
         Auction,  and in either  case the Agent  shall  disregard  any Bid Rate
         Quote received after such time; provided that the Lender then acting as
         the Agent may submit a Bid Rate Quote only if it notifies  the Borrower
         of the terms of the offer  contained  therein not later than 30 minutes
         prior to the latest  time by which the Lenders  must submit  applicable
         Bid Rate Quotes.  Subject to Articles VI. and X., any Bid Rate Quote so
         made  shall be  irrevocable.  Such Bid Rate  Loans  may be  funded by a
         Lender's  Designated  Lender (if any) as provided in Section  12.8.(d),
         however  such  Lender  shall not be required to specify in its Bid Rate
         Quote  whether  such Bid Rate Loan  will be  funded by such  Designated
         Lender.

                 (ii) Each Bid Rate Quote shall be substantially in the form of
         Exhibit J and shall specify:

                      (A) the proposed date of borrowing and the Interest Period
                  therefor;

                      (B) the  principal  amount  of the Bid Rate  Loan for
                  which  each  such  offer  is  being  made;  provided  that the
                  aggregate  principal  amount of all Bid Rate Loans for which a
                  Lender submits Bid Rate Quotes (x) may be greater or less than
                  the  Commitment  of such  Lender  but (y) shall not exceed the
                  principal  amount of the Bid Rate  Borrowing  for a particular
                  Interest Period for which offers were requested;

                      (C) in the case of an Absolute Rate Auction, the rate
                  of interest per annum (rounded upwards,  if necessary,  to the
                  nearest  1/1,000th of 1%) offered for each such  Absolute Rate
                  Loan (the "Absolute Rate");

                      (D) in the case of a LIBOR Auction,  the margin above
                  or below  applicable  LIBOR (the "LIBOR  Margin")  offered for
                  each  such  LIBOR  Margin  Loan,  expressed  as  a  percentage
                  (rounded  upwards,  if necessary,  to the nearest 1/1,000th of
                  1%) to be added to (or subtracted from) the applicable LIBOR;

                      (E)      the identity of the quoting Lender; and

                      (F) any Bid Rate Quote  shall be in a minimum  amount
                  of $5,000,000  and integral  multiples of $1,000,000 in excess
                  thereof.

                  No Bid Rate Quote shall  contain  qualifying,  conditional  or
         similar  language  or propose  terms other than or in addition to those
         set forth in the  applicable Bid Rate Quote Request and, in particular,
         no Bid Rate Quote may be conditioned upon acceptance by the Borrower of
         all (or some specified minimum) of the principal amount of the Bid Rate
         Loan for which such Bid Rate Quote is being made.

         (d)  Notification by Agent. The Agent shall, as promptly as practicable
after the Bid Rate  Quotes are  submitted  (but in any event not later than 8:30
a.m.  (x) on the proposed  date of  borrowing,  in the case of an Absolute  Rate
Margin and (y) on the date three  Business  Days prior to the  proposed  date of
borrowing, in the case of a LIBOR Auction), notify the Borrower of the terms (i)
of any Bid Rate Quote  submitted by a Lender that is in accordance  with Section
2.2.(c) and (ii) of any Bid Rate Quote that  amends,  modifies  or is  otherwise
inconsistent  with a  previous  Bid Rate Quote  submitted  by such  Lender  with
respect to the same Bid Rate Quote Request.  Any such  subsequent Bid Rate Quote
shall be  disregarded  by the Agent  unless  such  subsequent  Bid Rate Quote is
submitted  solely to correct a manifest error in such former Bid Rate Quote. The
Agent's notice to the Borrower shall specify (A) the aggregate  principal amount
of the Bid Rate  Borrowing  for  which  offers  have been  received  and (B) the
principal amounts and Absolute Rates or LIBOR Margins, as applicable, so offered
by each Lender.

         (e)      Acceptance by Borrower.

                  (i) Not  later  than  9:30 a.m.  (x) on the  proposed  date of
         borrowing,  in the case of an Absolute  Rate Margin and (y) on the date
         three  Business Days prior to the proposed  date of  borrowing,  in the
         case of LIBOR  Auction,  the  Borrower  shall  notify  the Agent of its
         acceptance or nonacceptance of the offers so notified to it pursuant to
         Section  2.2.(d) which notice shall be in the form of Exhibit K. In the
         case of acceptance,  such notice shall specify the aggregate  principal
         amount  of offers  for each  Interest  Period  that are  accepted.  The
         failure  of the  Borrower  to  give  such  notice  by such  time  shall
         constitute nonacceptance. The Borrower may accept any Bid Rate Quote in
         whole or in part; provided that:

                           (A) the aggregate  principal  amount of each Bid Rate
                  Borrowing  may not exceed the  applicable  amount set forth in
                  the related Bid Rate Quote Request;

                           (B) the aggregate  principal  amount of each Bid Rate
                  Borrowing   shall  comply  with  the   provisions  of  Section
                  2.2.(b)(ii)  but  shall  not cause  the  limits  specified  in
                  Section 2.14. to be violated;

                           (C) acceptance  of  offers  may  be  made  only  in
                  ascending  order  of  Absolute  Rates  or  LIBOR  Margins,  as
                  applicable,  in each case  beginning  with the lowest  rate so
                  offered;

                           (D) any  acceptance in part by the Borrower  shall be
                  in a minimum  amount of $5,000,000  and integral  multiples of
                  $1,000,000 in excess thereof; and

                           (E) the  Borrower may not accept any offer that fails
                  to comply with Section  2.2.(c) or  otherwise  fails to comply
                  with the requirements of this Agreement.

                 (ii) If offers are made by two or more  Lenders  with the same
         Absolute Rates or LIBOR Margins, as applicable, for a greater aggregate
         principal  amount  than the  amount  in  respect  of which  offers  are
         accepted for the related Interest  Period,  the principal amount of Bid
         Rate  Loans in  respect of which  such  offers  are  accepted  shall be
         allocated  by  the  Agent  among  such  Lenders  in  proportion  to the
         aggregate principal amount of such offers.  Determinations by the Agent
         of the amounts of Bid Rate Loans shall be  conclusive in the absence of
         manifest error.

         (f) Obligation to Make Bid Rate Loans. The Agent shall promptly (and in
any event not later than (x) 10:00 a.m. on the  proposed  date of  borrowing  of
Absolute  Rate  Loans  and (y) on the  date  three  Business  Days  prior to the
proposed  date of  borrowing  of LIBOR  Margin  Loans)  notify  each Lender that
submitted a Bid Rate Quote as to whose Bid Rate Quote has been  accepted and the
amount and rate  thereof.  A Lender who is notified that it has been selected to
make a Bid Rate Loan may designate its  Designated  Lender (if any) to fund such
Bid Rate Loan on its behalf, as described in Section 12.8. Any Designated Lender
which funds a Bid Rate Loan shall on and after the time of such  funding  become
the obligee under such Bid Rate Loan and be entitled to receive  payment thereof
when due. No Lender shall be relieved of its obligation to fund a Bid Rate Loan,
and no  Designated  Lender shall assume such  obligation,  prior to the time the
applicable Bid Rate Loan is funded.  Any Lender whose offer to make any Bid Rate
Loan has been accepted  shall,  not later than 11:00 a.m. on the date  specified
for the making of such Loan, make the amount of such Loan available to the Agent
at its Principal  Office in immediately  available funds, for the account of the
Borrower.  The amount so received by the Agent  shall,  subject to the terms and
conditions of this  Agreement,  be made available to the Borrower not later than
12:00 noon on such date by depositing the same, in immediately  available funds,
in an account of the Borrower designated by the Borrower.

         (g) No Effect on  Commitment.  Except for the purpose and to the extent
expressly  stated in Section  2.9.,  the amount of any Bid Rate Loan made by any
Lender shall not constitute a utilization of such Lender's Commitment.

         SECTION 2.3.  Swingline Loans.

         (a)  Swingline  Loans.  Subject  to the  terms and  conditions  hereof,
including,  without  limitation  Section 2.14.,  if necessary to meet Borrower's
funding  deadline,  the Swingline  Lender agrees to make Swingline  Loans to the
Borrower,  during  the  period  from the  Effective  Date to but  excluding  the
Swingline  Termination  Date, in an aggregate  principal  amount at any one time
outstanding up to, but not exceeding, the amount of the Swingline Commitment. If
at any time the aggregate principal amount of the Swingline Loans outstanding at
such time exceeds the Swingline  Commitment in effect at such time, the Borrower
shall  immediately  pay the Agent for the  account of the  Swingline  Lender the
amount of such excess.  Subject to the terms and  conditions of this  Agreement,
the Borrower may borrow, repay and reborrow Swingline Loans hereunder.

         (b) Procedure for Borrowing  Swingline  Loans.  The Borrower shall give
the Agent and the  Swingline  Lender  notice  pursuant to a Notice of  Swingline
Borrowing  delivered  to the  Swingline  Lender no later  than 9:00 a.m.  on the
proposed date of such borrowing.  Any such  telephonic  notice shall include all
information  to be specified in a written  Notice of  Swingline  Borrowing.  Not
later than 11:00 a.m. on the date of the requested Swingline Loan and subject to
satisfaction  of the  applicable  conditions  set forth in Article  VI. for such
borrowing,  the Swingline  Lender will make the proceeds of such  Swingline Loan
available to the Borrower in Dollars,  in immediately  available  funds,  at the
account specified by the Borrower in the Notice of Swingline Borrowing.

         (c) Interest.  Swingline  Loans shall bear interest at a per annum rate
equal to the Base Rate as in effect  from time to time or at such  other rate or
rates as the  Borrower and the  Swingline  Lender may agree from time to time in
writing.  Interest  payable on Swingline  Loans is solely for the account of the
Swingline  Lender.  All accrued and unpaid  interest on Swingline Loans shall be
payable on the dates and in the manner  provided in Section 2.8. with respect to
interest on Base Rate Loans (except as the Swingline Lender and the Borrower may
otherwise agree in writing in connection with any particular Swingline Loan).

         (d) Swingline  Loan Amounts,  Etc. Each  Swingline Loan shall be in the
minimum  amount of  $1,000,000  and  integral  multiples  of  $100,000 in excess
thereof, or such other minimum amounts agreed to by the Swingline Lender and the
Borrower.  Any  voluntary  prepayment  of a  Swingline  Loan must be in integral
multiples  of  $100,000 or the  aggregate  principal  amount of all  outstanding
Swingline Loans (or such other minimum  amounts upon which the Swingline  Lender
and the  Borrower may agree) and in  connection  with any such  prepayment,  the
Borrower must give the Swingline  Lender prior written  notice  thereof no later
than 10:00 a.m. on the day prior to the date of such  prepayment.  The Swingline
Loans shall, in addition to this Agreement, be evidenced by the Swingline Note.

         (e)  Repayment  and  Participations  of Swingline  Loans.  The Borrower
agrees to repay each Swingline  Loan within one Business Day of demand  therefor
by the Swingline Lender and in any event,  within 5 Business Days after the date
such Swingline Loan was made.  Notwithstanding the foregoing, the Borrower shall
repay the entire  outstanding  principal  amount of, and all  accrued but unpaid
interest on, the  Swingline  Loans on the  Swingline  Termination  Date (or such
earlier date as the Swingline Lender and the Borrower may agree in writing).  In
lieu of demanding repayment of any outstanding Swingline Loan from the Borrower,
the Swingline  Lender may, on behalf of the Borrower  (which hereby  irrevocably
directs the Swingline Lender to act on its behalf),  request a borrowing of Base
Rate Loans from the Lenders in an amount equal to the principal  balance of such
Swingline  Loan.  The amount  limitations  contained  in the second  sentence of
Section  2.1.(a)  shall  not apply to any  borrowing  of Base  Rate  Loans  made
pursuant to this subsection. The Swingline Lender shall give notice to the Agent
of any such  borrowing  of Base Rate Loans not later than 9:00 a.m. at least one
Business Day prior to the proposed date of such borrowing. Each Lender will make
available  to the Agent at the  Principal  Office for the  account of  Swingline
Lender, in immediately available funds, the proceeds of the Base Rate Loan to be
made by such Lender. The Agent shall pay the proceeds of such Base Rate Loans to
the Swingline  Lender,  which shall apply such proceeds to repay such  Swingline
Loan. If the Lenders are prohibited  from making Loans required to be made under
this subsection for any reason  whatsoever,  including without  limitation,  the
occurrence  of any of the  Defaults or Events of Default  described  in Sections
10.1.(g) or 10.1.(h),  each Lender shall  purchase  from the  Swingline  Lender,
without  recourse or warranty,  an undivided  interest and  participation to the
extent of such  Lender's  Pro Rata Share of such  Swingline  Loan,  by  directly
purchasing a participation  in such Swingline Loan in such amount and paying the
proceeds thereof to the Agent for the account of the Swingline Lender in Dollars
and in immediately  available  funds.  A Lender's  obligation to purchase such a
participation in a Swingline Loan shall be absolute and  unconditional and shall
not be affected by any circumstance  whatsoever,  including without  limitation,
(i) any claim of setoff, counterclaim,  recoupment, defense or other right which
such  Lender  or any other  Person  may have or claim  against  the  Agent,  the
Swingline  Lender  or any  other  Person  whatsoever,  (ii)  the  occurrence  or
continuation of a Default or Event of Default (including without limitation, any
of the Defaults or Events of Default described in Sections 10.1.(g) or 10.1.(h))
or the termination of any Lender's  Commitment,  (iii) the existence (or alleged
existence)  of an event of  condition  which has had or could have a  Materially
Adverse Effect, (iv) any breach of any Loan Document by the Agent, any Lender or
the  Borrower  or (v) any other  circumstance,  happening  or event  whatsoever,
whether or not  similar to any of the  foregoing.  If such amount is not in fact
made available to the Swingline Lender by any Lender, the Swingline Lender shall
be entitled to recover  such amount on demand from such  Lender,  together  with
accrued  interest  thereon for each day from the date of demand thereof,  at the
Federal Funds Rate. If such Lender does not pay such amount  forthwith  upon the
Swingline Lender's demand therefor, and until such time as such Lender makes the
required  payment,  the  Swingline  Lender  shall be deemed to  continue to have
outstanding   Swingline  Loans  in  the  amount  of  such  unpaid  participation
obligation for all purposes of the Loan Documents  (other than those  provisions
requiring the other Lenders to purchase a participation therein).  Further, such
Lender shall be deemed to have  assigned any and all payments  made of principal
and interest on its Loans,  and any other  amounts due to it  hereunder,  to the
Swingline  Lender to fund Swingline Loans in the amount of the  participation in
Swingline  Loans that such Lender  failed to purchase  pursuant to this  Section
until  such  amount  has been  purchased  (as a  result  of such  assignment  or
otherwise).

         SECTION 2.4.  Number of Interest Periods.

         Anything herein to the contrary  notwithstanding,  there may be no more
than 8 different Interest Periods outstanding at the same time.

         SECTION 2.5.  Continuation.

         So long as no Default or Event of Default  shall have  occurred  and be
continuing,  the  Borrower may on any  Business  Day,  with respect to any LIBOR
Loan,  elect to maintain such LIBOR Loan or any portion  thereof as a LIBOR Loan
by selecting a new Interest Period for such LIBOR Loan. Each new Interest Period
selected  under this Section shall  commence on the last day of the  immediately
preceding Interest Period. Each selection of a new Interest Period shall be made
by the Borrower's giving of a Notice of Continuation not later than 9:00 a.m. on
the  third  Business  Day  prior  to the date of any  such  Continuation  by the
Borrower to the Agent.  Promptly after receipt of a Notice of Continuation,  the
Agent shall  notify each Lender by telex or telecopy,  or other  similar form of
transmission  of the  proposed  Continuation.  Such notice by the  Borrower of a
Continuation shall be by telephone or telecopy, confirmed immediately in writing
if by telephone,  in the form of a Notice of  Continuation,  specifying  (a) the
date of such  Continuation,  (b) the LIBOR Loan and portion  thereof  subject to
such Continuation and (c) the duration of the selected  Interest Period,  all of
which  shall be  specified  in such  manner as is  necessary  to comply with all
limitations on Loans outstanding hereunder. Each Notice of Continuation shall be
irrevocable  by and binding on the Borrower  once given.  If the Borrower  shall
fail to select in a timely  manner a new  Interest  Period for any LIBOR Loan in
accordance with this Section,  such Loan will automatically,  on the last day of
the  current  Interest  Period   therefore,   Convert  into  a  Base  Rate  Loan
notwithstanding  failure of the Borrower to comply with Section 2.6. In the case
of the  Continuation of only a portion of a LIBOR Loan, such portion shall be in
the aggregate amount for all of the Lenders of $1,000,000 or integral  multiples
of $100,000 in excess of that amount.

         SECTION 2.6.  Conversion.

         So long as no Default or Event of Default  shall have  occurred  and be
continuing,  the Borrower may on any Business Day, upon the Borrower's giving of
a Notice of  Conversion  to the Agent,  Convert  the  entire  amount of all or a
portion of a Revolving  Loan of one Type into a Revolving  Loan of another Type.
Promptly  after receipt of a Notice of  Conversion,  the Agent shall notify each
Lender  by telex or  telecopy,  or other  similar  form of  transmission  of the
proposed Conversion.  Any Conversion of a LIBOR Loan into a Base Rate Loan shall
be made on, and only on, the last day of an Interest Period for such LIBOR Loan.
Each such  Notice of  Conversion  shall be given not later than 9:00 a.m. on the
Business Day prior to the date of any proposed  Conversion  into Base Rate Loans
and on the third Business Day prior to the date of any proposed  Conversion into
LIBOR  Loans.  Subject  to the  restrictions  specified  above,  each  Notice of
Conversion shall be by telephone or telecopy confirmed immediately in writing if
by telephone in the form of a Notice of Conversion  specifying (a) the requested
date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the
portion  of  such  Type  of  Revolving  Loan to be  Converted,  (d) the  Type of
Revolving  Loan  such  Revolving  Loan is to be  Converted  into and (e) if such
Conversion is into a LIBOR Loan, the requested  duration of the Interest  Period
of such Revolving  Loan.  Each Notice of Conversion  shall be irrevocable by and
binding on the Borrower once given.  Each  Conversion from a Base Rate Loan to a
LIBOR Loan shall be in an aggregate  amount for the  Revolving  Loans of all the
Lenders of not less than $1,000,000 or integral  multiples of $100,000 in excess
of that amount.

         SECTION 2.7.  Interest Rate.

         (a) All Loans.  The unpaid  principal of each Base Rate Loan shall bear
interest  from the date of the making of such Loan to but not including the date
of  repayment  thereof at a rate per annum equal to the Base Rate in effect from
day to day plus the Applicable  Margin.  The unpaid principal of each LIBOR Loan
shall  bear  interest  from  the  date of the  making  of  such  Loan to but not
including  the date of  repayment  thereof at a rate per annum equal to the LIBO
Rate for such Loan for the Interest Period therefor plus the Applicable  Margin.
The unpaid  principal  of each  Absolute  Rate Loan shall bear  interest  at the
Absolute  Rate for such  Loan for the  Interest  Period  therefor  quoted by the
Lender making such Loan in accordance with Section 2.2. The unpaid  principal of
each LIBOR  Margin  Loan shall bear  interest at the LIBO Rate for such Loan for
the Interest  Period  therefor plus the LIBOR Margin quoted by the Lender making
such Loan in accordance with Section 2.2.

         (b)  Default  Rate.  All  past-due  principal  of,  and to  the  extent
permitted  by  Applicable  Law,  interest  on,  the Loans and all  Reimbursement
Obligations shall bear interest until paid at the Base Rate from time to time in
effect plus four percent (4%).

         SECTION 2.8.  Repayment of Loans.

         (a) Payment of Interest.  All accrued and unpaid interest on the unpaid
principal  amount of each Loan shall be  payable  (i) in the case of a Base Rate
Loan or a LIBOR  Loan,  monthly  in  arrears  on the  first  day of each  month,
commencing  with the first full  calendar  month  occurring  after the Effective
Date,  (ii) in the case of a Bid  Rate  Loan,  on the last day of each  Interest
Period therefor and, if such Interest Period is longer than a month,  monthly in
arrears on the first day of each month,  commencing with the first full calendar
month following the first day of such Interest Period,  and (iii) for all Loans,
(A) on the Revolving  Credit  Termination  Date, (B) on the Termination Date and
(C) on any date on which the  principal  balance of such Loan is due and payable
in full.

         (b) Payment of Principal of Revolving Loans.  Subject to Section 2.11.,
the Borrower  shall repay the  aggregate  outstanding  principal  balance of all
Revolving Loans in full on the Revolving Credit Termination Date.

         (c) Bid Rate Loans.  The  Borrower  shall repay the entire  outstanding
principal amount of each Bid Rate Loan on the last day of the Interest Period of
such Bid Rate Loan.

         (d) Payment of  Principal of Term Loans.  The Borrower  shall repay the
aggregate  principal  balance  of the  Term  Loans in  eight  equal  consecutive
quarterly  installments due on the first day of June first following the date of
conversion  of the  Revolving  Loans into the Term Loans and on the first day of
each  subsequent  September,  December,  March and June until the Term Loans are
paid in full. Each installment  shall be in an amount equal to one-eighth of the
initial  aggregate  principal  balance of the Term  Loans.  Notwithstanding  the
foregoing,  the entire outstanding  principal balance of each Term Loan shall be
due and payable in full on the Termination Date.

         (e) Optional Prepayments.  The Borrower may, upon at least one Business
Day's prior notice to the Agent, prepay any Revolving Loan or Term Loan in whole
at any  time,  or from time to time in part in an amount  equal to  $500,000  or
integral multiples of $100,000 in excess of that amount, by paying the principal
amount to be prepaid.  If the Borrower  shall prepay the  principal of any LIBOR
Loan on any date  other  than the last  day of the  Interest  Period  applicable
thereto,  the Borrower shall pay the amounts, if any, due under Section 5.4. Bid
Rate Loans may not be prepaid at the option of the Borrower.

         (f) Mandatory  Prepayments.  If at any time the  aggregate  outstanding
principal  balance  of Loans  and the  aggregate  amount  of  Letter  of  Credit
Liabilities  exceeds the Maximum Loan  Availability,  then the  Borrower  shall,
within 15 days of the Borrower  obtaining  actual knowledge of the occurrence of
such excess,  deliver to the Agent and each Lender a written plan  acceptable to
the Lenders to eliminate such excess,  whether by the  designation of additional
Properties  as  Unencumbered  Pool  Properties,  by  the  Borrower  repaying  an
appropriate  amount of Loans,  or  otherwise.  If such excess is not  eliminated
within 45 days of the Borrower  obtaining  actual  knowledge  of the  occurrence
thereof,  then the entire outstanding  principal balance of all Loans,  together
with all accrued interest  thereon,  and an amount equal to all Letter of Credit
Liabilities  for deposit into the Collateral  Account,  shall be immediately due
and  payable  in full.  If at any time the  aggregate  principal  amount  of all
outstanding  Bid Rate  Loans  exceeds  the  lesser of (i)  $250,000,000  or (ii)
one-half  of the  aggregate  amount of all  Commitments  at such time,  then the
Borrower shall  immediately  pay to the Agent for the accounts of the applicable
Lenders the amount of such excess.  Such payment shall be applied as provided in
Section 3.3.(f).

         (g) General  Provisions as to Payments.  Except to the extent otherwise
provided  herein,  all payments of  principal,  interest and other amounts to be
made by the Borrower under this Agreement,  the Notes or any other Loan Document
shall be made in  Dollars,  in  immediately  available  funds,  without  setoff,
deduction or counterclaim,  to the Agent at the Principal Office, not later than
11:00 a.m. on the date on which such payment shall become due (each such payment
made after such time on such due date to be deemed to have been made on the next
succeeding  Business Day). Each payment received by the Agent for the account of
a Lender  under this  Agreement  or any Note shall be paid to such Lender (i) on
the date of receipt by the Agent if  received  not later than 11:00 a.m.  on the
due date of such  payment or (ii) not later than the  Business  Day  immediately
following  the date of receipt by the Agent if received  after 11:00 a.m. on the
due date of such  payment.  Such payments by the Agent shall be paid to a Lender
by wire transfer of immediately  available  funds in accordance  with the wiring
instructions  provided  by such  Lender to the Agent from time to time,  for the
account of such Lender at the applicable  Lending Office of such Lender.  In the
event the Agent fails to pay such amounts to such Lender  within the time period
provided in the  immediately  preceding  clause (i) or (ii), as applicable,  the
Agent shall pay interest on such amount at a rate per annum equal to the Federal
Funds rate from time to time in  effect.  If the due date of any  payment  under
this Agreement or any other Loan Document would otherwise fall on a day which is
not a Business Day such date shall be extended to the next  succeeding  Business
Day and interest  shall  continue to accrue at the rate,  if any,  applicable to
such payment for the period of such extension.

         SECTION 2.9.  Voluntary Reductions of the Commitments.

         The Borrower may terminate or reduce the amount of the Commitments (for
which  purpose use of the  Commitments  shall be deemed to include the aggregate
principal  amount of all  outstanding Bid Rate Loans and Swingline Loans and the
aggregate amount of all Letter of Credit  Liabilities) at any time and from time
to time without  penalty or premium upon not less than five  Business Days prior
notice to the Agent of each such  termination  or reduction,  which notice shall
specify the effective date thereof and the amount of any such  reduction  (which
in the case of any partial  reduction of the Commitments  shall not be less than
$5,000,000 and integral  multiples of $5,000,000 in excess of that amount in the
aggregate) and shall be  irrevocable  once given and effective only upon receipt
by the Agent. The Commitments, once reduced pursuant to this Section, may not be
increased.  The Borrower shall pay all interest and fees on the Revolving  Loans
accrued to the date of such reduction or  termination of the  Commitments to the
Agent for the account of the Lenders.  Any reduction in the aggregate  amount of
the Commitments shall result in a proportionate  reduction  (rounded to the next
lowest  integral  multiple of multiple of $100,000) in the Swingline  Commitment
and the L/C Commitment Amount.

         SECTION 2.10.  Extension of Revolving Credit Termination Date.

         (a) The Borrower may request that the Agent and the Lenders  extend the
current Revolving Credit  Termination Date by successive  one-year  intervals by
executing and  delivering to the Agent at least 60 days but no more than 90 days
prior to the date one year prior to the  current  Revolving  Credit  Termination
Date, a written request in the form of Exhibit M (an "Extension  Request").  The
Agent shall forward to each Lender a copy of each Extension Request delivered to
the Agent  promptly  upon  receipt  thereof.  If all of the  Lenders  shall have
notified  the Agent on or prior to the date  which is 30 days  prior to the date
one year prior to the current Revolving Credit Termination Date that they accept
such Extension Request,  the Revolving Credit Termination Date shall be extended
for one year. If any Lender shall not have notified the Agent on or prior to the
date which is 30 days prior to the date one year prior to the  Revolving  Credit
Termination  Date that it accepts such Extension  Request,  the Revolving Credit
Termination  Date shall not be extended except as otherwise  permitted under the
immediately  following  subsection  (b).  The Agent  shall  promptly  notify the
Borrower whether the Extension  Request has been accepted or rejected as well as
which Lender or Lenders rejected Borrower's Extension Request (each such Lender,
a  "Rejecting  Lender").  The  Borrower  understands  that this Section has been
included in this  Agreement  for the  Borrower's  convenience  in  requesting an
extension and  acknowledges  that none of the Lenders nor the Agent has promised
(either   expressly  or  impliedly),   nor  has  any  obligation  or  commitment
whatsoever, to extend the Revolving Credit Termination Date at any time.

         (b)  Notwithstanding  the  preceding  subsection  (a), if the  Borrower
receives notification from the Agent that an Extension Request has been rejected
(a  "Notice  of  Rejection"),  and  provided  that the  aggregate  amount of all
Commitments of the Rejecting Lenders does not exceed 20% of the aggregate amount
of Commitments then  outstanding,  the Borrower may elect,  with respect to each
such  Rejecting  Lender,  by  giving  written  notice  to the  Agent of any such
election  within 15 days after receipt by the Borrower of a Notice of Rejection,
to either (i) require such Rejecting Lender to assign its respective  Commitment
to an Eligible Assignee as contemplated in the immediately  following clause (x)
or (ii) pay in full the amount of Loans,  interest and fees,  together  with all
amounts,  if any, payable under Section 5.4., owing to such Rejecting Lender and
terminate such Rejecting Lender's  Commitment as contemplated in the immediately
following clause (y). If the Borrower has made a timely election as permitted by
the  preceding  sentence,  then the Borrower  shall take either of the following
actions as specified in such election:  (x) demand that such  Rejecting  Lender,
and upon such demand such Rejecting Lender shall promptly, assign its respective
Commitment  to an  Eligible  Assignee  subject  to and in  accordance  with  the
provisions  of Section  12.8.(c)  for a purchase  price  equal to the  aggregate
principal  balance of Loans then  outstanding and owing to such Rejecting Lender
plus any accrued but unpaid  interest  thereon and accrued but unpaid fees owing
to such Rejecting  Lender,  any such  assignment to be completed  within 30 days
after  receipt by the  Borrower of a Notice of  Rejection  or (y) within 30 days
after  receipt by the Borrower of a Notice of Rejection,  pay to such  Rejecting
Lender the aggregate  principal  balance of Loans then  outstanding and owing to
such Rejecting  Lender plus any accrued but unpaid interest  thereon and accrued
but unpaid fees owing to such Rejecting  Lender,  together with all amounts,  if
any, payable under Section 5.4.,  whereupon such Rejecting  Lender's  Commitment
shall terminate,  and such Rejecting Lender shall no longer be a party hereto or
have any  rights  or  obligations  hereunder  or  under  any of the  other  Loan
Documents.  None of the Agent,  such Rejecting Lender, or any other Lender shall
be obligated in any way whatsoever to initiate any such replacement or to assist
in finding an Assignee.  If all  Rejecting  Lenders have either  assigned  their
Commitments to Eligible Assignees as contemplated by the preceding clause (x) or
have been paid the amounts  specified  in the  preceding  clause  (y),  then the
Borrower's  Extension  Request which was initially  rejected  shall be deemed to
have been granted and accordingly the Revolving Credit Termination Date shall be
extended by one year,  otherwise the Revolving Credit Termination Date shall not
be extended.  If the aggregate  amount of Commitments  of the Rejecting  Lenders
exceeds  20% of the  aggregate  amount  of  Commitments  then  outstanding,  the
Revolving Credit Termination Date shall not be extended.

         SECTION 2.11.  Term Loan Conversion.

         Subject to the terms and conditions of this Agreement, if any Extension
Request of the Borrower shall be denied,  the Borrower may then elect to convert
each  Lender's  Pro Rata Share of the  aggregate  principal  amount of Revolving
Loans  outstanding  on the date one year prior to the current  Revolving  Credit
Termination  Date into a term loan  owing to such  Lender  (each a "Term  Loan")
provided  (a) the  Borrower has given the Agent at least 15 days prior notice of
the  Borrower's  intention  to so  convert  the  Revolving  Loans  and  (b)  the
conditions set forth in Section 6.3. have been satisfied as of the date one year
prior to the current Revolving Credit Termination Date. Subject to the terms and
conditions  hereof,  any such  conversion  shall be effective as of the date one
year  prior  to  the  current  Revolving  Credit   Termination  Date.  Upon  the
effectiveness  of  the  conversion  of  the  outstanding  principal  balance  of
Revolving Loans into Term Loans as  contemplated  by this Section,  the Borrower
shall have no right to borrow,  and no Lender shall have any obligation to make,
any Revolving Loans.

         SECTION 2.12.  Notes.

         The  Revolving  Loans and the Term Loan made by each Lender  shall,  in
addition  to this  Agreement,  also be  evidenced  by a  promissory  note of the
Borrower  substantially  in the form of  Exhibit  C (each a  "Revolving  Note"),
payable to the order of such Lender in a principal amount equal to the amount of
its  Commitment as originally in effect and otherwise  duly  completed.  The Bid
Rate Loans made by any Lender  shall,  in  addition to this  Agreement,  also be
evidenced by a single promissory note of the Borrower  substantially in the form
of Exhibit D (each a "Bid Rate  Note"),  dated the date  hereof,  payable to the
order of such Lender and otherwise duly completed.

         SECTION 2.13.  Option to Replace Lenders.

         If any Lender, other than the Agent in its capacity as such, shall:

         (a) have notified Agent of a determination under Section 5.1.(a) or
become subject to the provisions of Section 5.3.; or

         (b) make any demand for  payment or  reimbursement  pursuant to Section
5.1.(c) or Section 5.4.;

then,  provided  that (x)  there  does not then  exist any  Default  or Event of
Default  and (y) the  circumstances  resulting  in such  demand  for  payment or
reimbursement  under  Section  5.1.(c) or Section 5.4. or the  applicability  of
Section  5.1.(a) or Section 5.3.  are not  applicable  to the  Majority  Lenders
generally,  the Borrower  may either (x) demand that such Lender,  and upon such
demand  such Lender  shall  promptly,  assign its  respective  Commitment  to an
Eligible  Assignee  subject to and in accordance  with the provisions of Section
12.8.(c) for a purchase price equal to the aggregate  principal balance of Loans
then  outstanding  and owing to such Lender plus any accrued but unpaid interest
thereon and accrued but unpaid fees owing to such Lender, any such assignment to
be  completed   within  30  days  after  the  making  by  such  Lender  of  such
determination  or demand  for  payment or (y) within 30 days after the making by
such  Lender of such  determination  or demand for  payment,  pay to Agent,  for
deposit into the Collateral  Account,  an amount equal to such Lender's Pro Rata
Share of all outstanding Letter of Credit Liabilities and pay to such Lender the
aggregate  principal  balance of Loans then outstanding and owing to such Lender
plus any accrued but unpaid  interest  thereon and accrued but unpaid fees owing
to such Lender,  whereupon such Lender's  Commitment shall  terminate,  and such
Lender  shall no longer  be a party  hereto  or have any  rights or  obligations
hereunder  or under any of the other Loan  Documents.  None of the  Agent,  such
Lender, or any other Lender shall be obligated in any way whatsoever to initiate
any such replacement or to assist in finding an Assignee.

         SECTION 2.14.  Amount Limitations.

         Notwithstanding  any other  term of this  Agreement  or any other  Loan
Document,  at no time may (a) the aggregate  principal amount of all outstanding
Revolving Loans, together with the aggregate principal amount of all outstanding
Swingline  Loans, the aggregate amount of all outstanding Bid Rate Loans and the
aggregate  amount of all Letter of Credit  Liabilities,  exceed the Maximum Loan
Availability  at  such  time  or  (b)  the  aggregate  principal  amount  of all
outstanding  Bid Rate  Loans  exceed  the  lesser  of (i)  $250,000,000  or (ii)
one-half of the aggregate amount of all Commitments at such time.

         SECTION 2.15.  Letters of Credit.

         (a)  Letters of Credit.  Subject  to the terms and  conditions  of this
Agreement including, without limitation,  Section 2.14., the Agent, on behalf of
Lenders,  agrees to issue for the account of the Borrower during the period from
and  including  the  Effective  Date to, but  excluding,  the  Revolving  Credit
Termination  Date one or more  letters of credit  (each a "Letter of Credit") in
such form and containing such terms as may be requested from time to time by the
Borrower and acceptable to the Agent, up to a maximum aggregate Stated Amount at
any one time outstanding not to exceed the L/C Commitment Amount.

         (b) Terms of Letters of Credit.  At the time of  issuance,  the amount,
terms and conditions of each Letter of Credit,  and of any drafts or acceptances
thereunder,  shall  be  subject  to  approval  by the  Agent  and the  Borrower.
Notwithstanding  the foregoing,  in no event may (i) the expiration  date of any
Letter of Credit extend beyond the Revolving Credit  Termination  Date, (ii) any
Letter  of  Credit  have an  initial  duration  in excess of one year or (iii) a
Letter of Credit be issued  within 30 days of the Revolving  Credit  Termination
Date.  The  initial  Stated  Amount of each  Letter of Credit  shall be at least
$100,000.

         (c) Requests for Issuance of Letters of Credit.  In connection with the
proposed  issuance of a Letter of Credit,  the Borrower shall give Agent written
notice  (or  telephonic  notice  promptly  confirmed  in  writing)  prior to the
requested  date of  issuance  of a Letter of Credit,  such notice to describe in
reasonable  detail the proposed terms of such Letter of Credit and the nature of
the  transactions  or  obligations  proposed to be  supported  by such Letter of
Credit,  and in any event shall set forth with  respect to such Letter of Credit
(i) the proposed initial Stated Amount, (ii) the beneficiary, (iii) whether such
Letter  of Credit  is a  commercial  or  standby  letter of credit  and (iv) the
proposed  expiration  date.  The  Borrower  shall also  execute and deliver such
customary  applications  and agreements for standby  letters of credit,  standby
letter of credit agreements, applications for amendment to letter of credit, and
other forms as requested  from time to time by the Agent.  Provided the Borrower
has given the notice prescribed by the first sentence of this subsection and the
Borrower has executed and  delivered to the Agent the  agreements,  applications
and other  forms as  required  by the  immediately  preceding  sentence  of this
subsection, and subject to the terms and conditions of this Agreement, including
the  satisfaction  of any applicable  conditions  precedent set forth in Article
VI., the Agent agrees to issue the  requested  Letter of Credit on the requested
date of issuance for the benefit of the stipulated  beneficiary  but in no event
prior to the date 5  Business  Days  following  the date  after  which the Agent
received the items  required to be delivered to it under this  subsection.  Upon
the written  request of the Borrower,  the Agent shall deliver to the Borrower a
copy of (i) any Letter of Credit  proposed to be issued  hereunder  prior to the
issuance  thereof and (ii) each issued Letter of Credit within a reasonable time
after the date of issuance thereof. To the extent any term of a Letter of Credit
Document  is  inconsistent  with a term of any  Loan  Document,  the term of the
Letter of Credit Document shall control.

         (d)  Reimbursement  Obligations.  Upon  receipt  by the Agent  from the
beneficiary of a Letter of Credit of any demand for payment under such Letter of
Credit, the Agent shall promptly notify the Borrower of the amount to be paid by
the Agent as a result of such demand and the date on which payment is to be made
by the Agent to such beneficiary in respect of such demand.  The Borrower hereby
unconditionally  and  irrevocably  agrees to pay and reimburse the Agent for the
amount of each demand for payment under such Letter of Credit at or prior to the
date on which payment is to be made by the Agent to the beneficiary  thereunder,
without  presentment,  demand,  protest or other  formalities of any kind.  Upon
receipt by the Agent of any payment in respect of any Reimbursement  Obligation,
the Agent agrees to pay to each Lender that has acquired a participation therein
under the second  sentence of Section  2.15.(f)  such Lender's Pro Rata Share of
such payment.

         (e) Manner of  Reimbursement.  Upon its receipt of a notice referred to
in the immediately preceding subsection (d), the Borrower shall advise the Agent
whether  or not  the  Borrower  intends  to  borrow  hereunder  to  finance  its
obligation  to  reimburse  the Agent for the  amount of the  related  demand for
payment  and, if it does,  the Borrower  shall submit a timely  request for such
borrowing  as  provided  in the  applicable  provisions  of this  Agreement.  If
Borrower fails to reimburse the Agent for a demand for payment under a Letter of
Credit by the date of such  payment,  the Agent  shall give each  Lender  prompt
notice  thereof  and of the amount of the demand for  payment,  specifying  such
Lender's Pro Rata Share of the amount of the related demand for payment.

         (f) Lenders'  Participation in Letters of Credit.  Immediately upon the
issuance  by the Agent of any Letter of Credit  each  Lender  shall be deemed to
have  irrevocably  and  unconditionally  purchased  and received from the Agent,
without  recourse or warranty,  an undivided  interest and  participation to the
extent of such  Lender's  Pro Rata  Share of the  liability  of the  Agent  with
respect  to such  Letter of Credit and each  Lender  thereby  shall  absolutely,
unconditionally  and irrevocably  assume,  as primary obligor and not as surety,
and shall be  unconditionally  obligated to the Agent to pay and discharge  when
due, such Lender's Pro Rata Share of the Agent's  liability under such Letter of
Credit. In addition, upon the making of each payment by a Lender to the Agent in
respect of any Letter of Credit pursuant to the immediately following subsection
(g), such Lender shall, automatically and without any further action on the part
of the Agent or such Lender,  acquire (i) a participation  in an amount equal to
such payment in the Reimbursement  Obligation owing to the Agent by the Borrower
in respect of such  Letter of Credit and (ii) a  participation  in a  percentage
equal to such Lender's Pro Rata Share in any interest or other  amounts  payable
by the  Borrower in respect of such  Reimbursement  Obligation  (other than fees
owing only to the Agent).

         (g) Payment Obligation of Lenders.  Each Lender severally agrees to pay
to the Agent on demand in immediately  available  funds in Dollars the amount of
such Lender's Pro Rata Share of each drawing paid by the Agent under each Letter
of Credit to the extent such amount is not  reimbursed by the Borrower  pursuant
to Section 2.15.(d) and (e) or the other Letter of Credit  Documents.  Each such
Lender's  obligation to make such  payments to the Agent under this  subsection,
and the Agent's right to receive the same,  shall be absolute,  irrevocable  and
unconditional  and  shall  not  be  affected  in any  way  by  any  circumstance
whatsoever, including without limitation, (i) the failure of any other Lender to
make its payment  under this  subsection,  (ii) the  financial  condition of the
Borrower, (iii) the existence of any Default or Event of Default,  including any
Event of Default described in Section 10.1.(g) or (h) or (iv) the termination of
the  Commitments.  Each such  payment  to the Agent  shall be made  without  any
offset, abatement, withholding or deduction whatsoever.

         (h) Agent's Duties Regarding Letters of Credit; Unconditional Nature of
Reimbursement  Obligation.  In examining  documents presented in connection with
drawings  under  Letters  of Credit and making  payments  under such  Letters of
Credit against such documents,  the Agent shall only be required to use the same
standard of care as it uses in connection with examining  documents presented in
connection  with  drawings  under  letters  of  credit  in which it has not sold
participations  and making  payments under such letters of credit.  The Borrower
assumes  all risks of the acts and  omissions  of, or misuse of the  Letters  of
Credit  by,  the  respective   beneficiaries  of  such  Letters  of  Credit.  In
furtherance and not in limitation of the foregoing, neither the Agent nor any of
Lenders shall be responsible (i) for the form, validity, sufficiency,  accuracy,
genuineness  or  legal  effects  of  any  document  submitted  by any  party  in
connection with the application for and issuance of or any drawing honored under
any  Letter  of  Credit  even if it  should  in fact  prove  to be in any or all
respects invalid, insufficient,  inaccurate,  fraudulent or forged; (ii) for the
validity  or  sufficiency  of  any  instrument   transferring  or  assigning  or
purporting to transfer or assign any Letter of Credit, or the rights or benefits
thereunder  or  proceeds  thereof,  in whole or in part,  which  may prove to be
invalid or ineffective  for any reason;  (iii) for failure of the beneficiary of
any Letter of Credit to comply fully with  conditions  required in order to draw
upon such Letter of Credit; (iv) for errors, omissions,  interruptions or delays
in transmission or delivery of any messages,  by mail, cable, telex, telecopy or
otherwise, whether or not they be in cipher; (v) for errors in interpretation of
technical terms;  (vi) for any loss or delay in the transmission or otherwise of
any document  required in order to make a drawing under any Letter of Credit, or
of the proceeds thereof;  (vii) for the misapplication by the beneficiary of any
such  Letter of Credit,  or the  proceeds  of any  drawing  under such Letter of
Credit;  and (viii) for any consequences  arising from causes beyond the control
of the Agent or the Lenders.  None of the above shall affect,  impair or prevent
the vesting of any of the Agent's rights or powers  hereunder.  Any action taken
or omitted to be taken by the Agent  under or in  connection  with any Letter of
Credit,  if taken or  omitted  in the  absence  of gross  negligence  or willful
misconduct,  shall not create against the Agent any liability to the Borrower or
any Lender. In this connection,  the obligation of the Borrower to reimburse the
Agent for any  drawing  made  under any  Letter  of  Credit  shall be  absolute,
unconditional  and irrevocable and shall be paid strictly in accordance with the
terms of this Agreement or any other applicable  Letter of Credit Document under
all  circumstances  whatsoever,  including  without  limitation,  the  following
circumstances:  (i) any lack of  validity  or  enforceability  of any  Letter of
Credit Document or any term or provisions therein;  (ii) any amendment or waiver
of or any  consent  to  departure  from  all or any  of  the  Letter  of  Credit
Documents;  (iii) the  existence  of any claim,  setoff,  defense or other right
which the  Borrower  may have at any time  against the Agent,  any  Lender,  any
beneficiary  of a Letter of Credit or any other  Person,  whether in  connection
with this Agreement,  the transactions  contemplated  hereby or in the Letter of
Credit  Documents or any unrelated  transaction;  (iv) any breach of contract or
dispute between  Borrower,  the Agent,  any Lender or any other Person;  (v) any
demand,  statement  or any  other  document  presented  under a Letter of Credit
proving to be forged, fraudulent,  invalid or insufficient in any respect or any
statement therein or made in connection  therewith being untrue or inaccurate in
any  respect  whatsoever;  (vi) any  non-application  or  misapplication  by the
beneficiary  of a Letter of Credit of the  proceeds  of any  drawing  under such
Letter of Credit;  (vii) payment by the Agent under the Letter of Credit against
presentation  of a draft or certificate  which does not strictly comply with the
terms of the Letter of Credit;  and (viii) any other act, omission to act, delay
or circumstance  whatsoever that might,  but for the provisions of this Section,
constitute  a legal or  equitable  defense  to or  discharge  of the  Borrower's
Reimbursement Obligations.

         (i)  Amendments,  Etc.  The  issuance  by the  Agent of any  amendment,
supplement or other modification to any Letter of Credit shall be subject to the
same conditions  applicable  under this Agreement to the issuance of new Letters
of Credit,  and no such  amendment,  supplement or other  modification  shall be
issued unless either (i) the respective  Letter of Credit affected thereby would
have complied with such  conditions had it originally  been issued  hereunder in
such amended,  supplemented or modified form or (ii) the Majority  Lenders shall
have consented thereto.

         (j)  Information  to Lenders.  Promptly  following  the issuance of any
Letters of Credit,  the Agent shall deliver to the  Borrower,  and each Lender a
notice  describing the aggregate amount of all Letters of Credit  outstanding at
such time.  Upon the  request of any Lender  from time to time,  the Agent shall
deliver any other information  reasonably  requested by such Lender with respect
to each  Letter  of Credit  then  outstanding.  Other  than as set forth in this
subsection,  the  Agent  shall  have no duty to  notify  Lenders  regarding  the
issuance or other  matters  regarding  Letters of Credit issued  hereunder.  The
failure of the Agent to perform its requirements under this subsection shall not
relieve any Lender from its obligations under Section 2.15.(g).

         (k) Effect of Letters of Credit on  Commitments.  Upon the  issuance by
the Agent of any  Letter of Credit and until  such  Letter of Credit  shall have
expired or been terminated,  the Commitment of each Lender shall be deemed to be
utilized for all purposes of this  Agreement in an amount equal to such Lender's
Pro Rata Share of the Stated  Amount of such  Letter of Credit  plus any related
Reimbursement Obligations then outstanding.

         (l)  Termination of Agreement Prior to Expiration of Letters of Credit;
Letter of Credit  Liabilities in Excess of L/C Commitment Amount. If on the date
(the  "Facility   Termination  Date")  this  Agreement  is  terminated  (whether
voluntarily,  by reason of the  occurrence  of an Event of Default or otherwise)
any Letters of Credit are  outstanding,  the  Borrower  shall,  on the  Facility
Termination Date, pay to the Agent an amount of money equal to the Stated Amount
of such  Letter(s) of Credit,  together  with the amount of any fees which would
otherwise  be payable by the  Borrower to the Agent or the Lenders in respect of
such Letters of Credit but for the occurrence of the Facility  Termination  Date
for deposit into a the Collateral  Account.  If at any time the aggregate Stated
Amount of all  outstanding  Letters of Credit  shall  exceed the L/C  Commitment
Amount then in effect,  the Borrower shall pay to the Agent for deposit into the
Collateral  Account an amount equal to such excess. If a drawing pursuant to any
such Letter of Credit occurs on or prior to the  expiration  date of such Letter
of Credit, the Borrower authorizes the Agent to disburse the monies deposited in
the Collateral  Account to make payment to the beneficiary  with respect to such
drawing.  If no drawing  occurs on or prior to the  expiration  date of any such
Letter of Credit, the Agent shall return to the Borrower the monies deposited in
the Collateral  Account with respect to such outstanding  Letter of Credit on or
before the date 30 Business Days after the  expiration  date with respect to the
Letter of Credit.

         (m) Additional Costs in Respect of Letters of Credit. If as a result of
the  adoption  of any  Applicable  Law or  guideline  of  general  applicability
regarding  capital  adequacy,  or  any  change  therein,  or any  change  in the
interpretation or administration thereof by any Governmental Authority,  central
bank or comparable  agency  charged with the  interpretation  or  administration
thereof,  or if as a  result  of  any  risk-based  capital  guideline  or  other
requirement heretofore or hereafter issued by any Governmental Authority,  there
shall be  imposed,  modified  or deemed  applicable  any tax,  reserve,  special
deposit,  capital adequacy or similar  requirement against or with respect to or
measured by  reference  to Letters of Credit and the result shall be to increase
the cost to the Agent of issuing (or any Lender purchasing participations in) or
maintaining its obligation  hereunder to issue (or purchase  participations  in)
any Letter of Credit or reduce any amount  receivable by the Agent or any Lender
hereunder in respect of any Letter of Credit,  then, upon demand by the Agent or
such Lender,  the Borrower shall pay immediately to the Agent or such Lender, as
applicable,  from  time to time as  specified  by the  Agent or a  Lender,  such
additional amounts as shall be sufficient to compensate the Agent or such Lender
for such increased costs or reductions in amount.

                      ARTICLE III. GENERAL LOAN PROVISIONS

         SECTION 3.1.  Fees.

         (a) Facility Fee. During the period commencing on the Agreement Date to
but excluding the Revolving Credit  Termination Date, the Borrower agrees to pay
the Agent for the  account  of the  Lenders  a  facility  fee equal to the daily
aggregate  amount of the Commitments  (whether or not utilized) times a rate per
annum equal to the  Applicable  Facility Fee. Such fee shall accrue  through the
last day of each  calendar  quarter and shall be payable in arrears on the fifth
day following the end of such calendar quarter.  The Borrower  acknowledges that
the fee  payable  hereunder  is a bona fide  commitment  fee and is  intended as
reasonable compensation to the Lenders for committing to make funds available to
the Borrower as described herein and for no other purposes.

         (b) Extension Fee. If, pursuant to Section 2.10.,  the Revolving Credit
Termination  Date is extended,  the Borrower  agrees to pay to the Agent for the
account of each Lender (other than a Rejecting Lender) an extension fee equal to
one-fifth of one percent  (0.20%) of the amount of such  Lender's  Commitment at
such time.  Such fee shall be payable on the date five days following the sooner
of the date on which the Agent  notified the  Borrower of such  extension or the
date on which such extension is effective.

         (c) Term Loan  Conversion  Fee.  If,  pursuant  to Section  2.11.,  the
outstanding  balance  of  Revolving  Loans is  converted  into Term  Loans,  the
Borrower  agrees to pay to the Agent for the account of each Lender a conversion
fee equal to  one-quarter  of one percent  (0.25%) per annum of the  outstanding
principal  balance of such  Lender's Term Loan on the first  anniversary  of the
date of the conversion of the Revolving  Loans into the Term Loans,  such fee to
be payable on such anniversary date.

         (d) Bid Rate Loan Fees.  The  Borrower  agrees to pay to the Agent such
fees for services rendered by the Agent in connection with the Bid Rate Loans as
shall be separately agreed upon between the Borrower and the Agent.

         (e) Agent's Fees. The Borrower agrees to pay to the Agent such fees for
services  rendered by the Agent as shall be  separately  agreed upon between the
Borrower and the Agent.

         (f) Letter of Credit Fees. The Borrower  agrees to pay to the Agent for
account of each  Lender a letter of credit fee at a rate per annum  equal to one
and seventy-five  one-thousandths  percent (1.075%) of the Stated Amount of each
Letter of Credit on the date of  issuance  of such  Letter of Credit and on each
annual  anniversary of the date of issuance  thereof until such Letter of Credit
has expired. The fee provided for in the immediately preceding sentence shall be
nonrefundable. The Borrower shall pay directly to the Agent from time to time on
demand all commissions,  charges,  costs and expenses in the amounts customarily
charged by the Agent from time to time in like circumstances with respect to the
issuance of each Letter of Credit,  drawings,  amendments and other transactions
relating thereto.

         SECTION 3.2.  Computation of Interest and Fees.

         Unless set forth to the contrary herein,  accrued interest on the Loans
and the  Letter  of  Credit  Liabilities  and all  fees due  hereunder  shall be
computed  on the basis of a year of 360 days and paid for the  actual  number of
days elapsed (including the first day but excluding the last day of a period).

         SECTION 3.3.  Pro Rata Treatment.

         Except to the extent otherwise provided herein: (a) each borrowing from
the Lenders  under  Section  2.1.(a) and Section  2.3.(e) shall be made from the
Lenders,  each payment of the fees under Sections  3.1.(a)  through (c) shall be
made for account of the Lenders, and each termination or reduction of the amount
of the  Commitments  under  Section  2.9.  shall be  applied  to the  respective
Commitments  of the  Lenders,  pro  rata  according  to  the  amounts  of  their
respective Commitments; (b) each payment or prepayment of principal of Revolving
Loans by the  Borrower  shall be made for  account  of the  Lenders  pro rata in
accordance with the respective  unpaid principal  amounts of the Revolving Loans
held by them,  provided that if  immediately  prior to giving effect to any such
payment in respect of any Revolving  Loans the outstanding  principal  amount of
the Revolving Loans shall not be held by the Lenders pro rata in accordance with
their  respective  Commitments in effect at the time such Loans were made,  then
such  payment  shall be applied to the  Revolving  Loans in such manner as shall
result, as nearly as is practicable,  in the outstanding principal amount of the
Revolving  Loans  being held by the Lenders  pro rata in  accordance  with their
respective  Commitments;  (c) each  payment or  prepayment  of principal of Term
Loans by the  Borrower  shall be made for  account  of the  Lenders  pro rata in
accordance with the respective  unpaid  principal  amounts of the Term Loan then
owing to each of them; (d) each payment of interest on Revolving  Loans and Term
Loans by the  Borrower  shall be made for  account  of the  Lenders  pro rata in
accordance  with the  amounts of  interest on such Loans then due and payable to
the respective  Lenders;  (e) the making of Revolving  Loans, and the Conversion
and  Continuation  of Revolving Loans and Term Loans of a particular Type (other
than Conversions provided for by Section 5.5.), shall be made pro rata among the
Lenders according to the amounts of their respective Commitments (in the case of
making of Revolving Loans) or their respective Loans (in the case of Conversions
and  Continuations  of  Revolving  Loans or Term  Loans)  and the  then  current
Interest Period for each Lender's portion of each Revolving Loan or Term Loan of
such Type shall be  coterminous;  (f) each  prepayment  of principal of Bid Rate
Loans by the Borrower  pursuant to Section  2.8.(f) shall be made for account of
the Lenders then owed Bid Rate Loans pro rata in accordance  with the respective
unpaid  principal  amounts of the Bid Rate Loan then owing to each such  Lender;
(g) the  Lenders'  participation  in, and  payment  obligations  in respect  of,
Swingline Loans under Section 2.3., shall be in accordance with their respective
Pro Rata Shares, and (h) the Lenders'  participation in, and payment obligations
in respect  of,  Letters of Credit  under  Section  2.15.,  shall be pro rata in
accordance  with  their  respective  Commitments.  All  payments  of  principal,
interest,  fees and other amounts in respect of the Swingline Loans shall be for
the account of the Swingline  Lender only (except to the extent any Lender shall
have acquired a  participating  interest in any such  Swingline Loan pursuant to
Section 2.3.(e)).

         SECTION 3.4.  Sharing of Payments, Etc.

         The Borrower  agrees that, in addition to (and without  limitation  of)
any right of set-off, bankers' lien or counterclaim a Lender may otherwise have,
each Lender shall be entitled, at its option, upon the occurrence and during the
continuance  of an Event of Default  but subject to the  Agent's  prior  written
consent, to offset balances held by it for the account of the Borrower at any of
such  Lender's  offices,  in  Dollars  or in any  other  currency,  against  any
principal  of, or interest on, any of such  Lender's  Loans  hereunder (or other
Obligations  owing  to  such  Lender  hereunder)  which  is not  paid  when  due
(regardless  of whether such  balances are then due to the  Borrower),  in which
case such Lender shall promptly  notify the Borrower,  all other Lenders and the
Agent  thereof;  provided,  however,  such Lender's  failure to give such notice
shall not affect the validity of such offset.  If a Lender shall obtain  payment
of any  principal  of, or interest on, any Loan under this  Agreement,  or shall
obtain payment on any other  Obligation  owing by the Borrower or any other Loan
Party  through  the  exercise  of  any  right  of  set-off,   banker's  lien  or
counterclaim  or similar  right or  otherwise or through  voluntary  prepayments
directly to a Lender or other  payments  made by the  Borrower or any other Loan
Party to a Lender not in  accordance  with the terms of this  Agreement and such
payment, pursuant to the immediately preceding Section, should be distributed to
the Lenders in accordance with their Pro Rata Shares, such Lender shall promptly
purchase  from the other  Lenders  participations  in (or,  if and to the extent
specified  by such  Lender,  direct  interests  in) the Loans  made by the other
Lenders or other  Obligations  owed to such other Lenders in such  amounts,  and
make such other adjustments from time to time as shall be equitable,  to the end
that all the  Lenders  shall  share  the  benefit  of such  payment  (net of any
expenses  which may be incurred by such Lender in obtaining or  preserving  such
benefit) in accordance with their  respective Pro Rata Shares.  To such end, all
the Lenders shall make appropriate  adjustments  among themselves (by the resale
of  participations  sold or  otherwise)  if such  payment is  rescinded  or must
otherwise  be  restored.  The  Borrower  agrees that any Lender so  purchasing a
participation  (or direct  interest) in the Loans or other  Obligations  owed to
such  other  Lenders  may  exercise  all  rights  of  set-off,   bankers'  lien,
counterclaim or similar rights with respect to such participation as fully as if
such Lender were a direct  holder of Loans in the amount of such  participation.
Nothing  contained herein shall require any Lender to exercise any such right or
shall  affect the right of any Lender to  exercise,  and retain the  benefits of
exercising,  any such right with respect to any other indebtedness or obligation
of the Borrower.

         SECTION 3.5.  Defaulting Lenders.

         If for any  reason  any Lender (a  "Defaulting  Lender")  shall fail or
refuse to  perform  its  obligations  under  this  Agreement  or any other  Loan
Document to which it is a party within the time period specified for performance
of such  obligation  or, if no time  period is  specified,  if such  failure  or
refusal  continues  for a period of 5 Business Days after notice from the Agent,
then,  in addition to the rights and remedies that may be available to the Agent
or the Borrower under this Agreement or Applicable Law, such Defaulting Lender's
right to participate in the  administration of the Loans, this Agreement and the
other Loan Documents, including without limitation, any right to vote in respect
of, to  consent to or to direct  any  action or  inaction  of the Agent or to be
taken into account in the  calculation of Majority  Lenders,  shall be suspended
during the pendency of such failure or refusal. If for any reason a Lender fails
to make  timely  payment to the Agent of any amount  required  to be paid to the
Agent  hereunder  (without  giving  effect to any  notice or cure  periods),  in
addition to other rights and  remedies  which the Agent or the Borrower may have
under the  immediately  preceding  provisions or  otherwise,  the Agent shall be
entitled (i) to collect interest from such Defaulting  Lender on such delinquent
payment for the period from the date on which the payment was due until the date
on which the  payment is made at the  Federal  Funds  Rate,  (ii) to withhold or
setoff and to apply in  satisfaction  of the  defaulted  payment and any related
interest,  any amounts  otherwise payable to such Lender under this Agreement or
any other Loan Document and (iii) to bring an action or suit against such Lender
in a court of competent  jurisdiction  to recover the  defaulted  amount and any
related  interest.  Any amounts received by the Agent in respect of a Defaulting
Lender's Pro Rata Share of the Loans shall not be paid to such Defaulting Lender
and shall be held by the  Agent and  either  (a)(i) if any  Swingline  Loans are
outstanding,  applied first,  to the Swingline  Lender to fund the amount of the
Defaulting Lender's participation in the outstanding Swing Line Loans or (ii) if
no Swingline Loans are  outstanding,  applied against the purchase price of such
Pro Rata Share of the Loans under  Section  3.6. or (b) paid to such  Defaulting
Lender upon the Defaulting Lender's curing of its default.

         SECTION 3.6.  Purchase of Defaulting Lender's Pro Rata Share.

         (a) Any Lender who is not a Defaulting Lender shall have the right, but
not the  obligation,  in its sole  discretion,  to acquire  all of a  Defaulting
Lender's  Pro Rata Share of the Loans.  If more than one Lender  exercises  such
right,  each such Lender shall have the right to acquire such proportion of such
Defaulting Lender's Pro Rata Share of the Loans as they may mutually agree. Upon
any such purchase of the Pro Rata Share of the Loans of a Defaulting Lender, the
Defaulting  Lender's interest in the Loans and its rights hereunder (but not its
liability in respect  thereof or under the Loan  Documents or this  Agreement to
the extent  the same  relate to the period  prior to the  effective  date of the
purchase)  shall  terminate on the date of purchase,  and the Defaulting  Lender
shall  promptly  execute all  documents  reasonably  requested to surrender  and
transfer  such  interest to the  purchaser  thereof,  including  an  appropriate
Assignment and Acceptance Agreement.

         (b) The  purchase  price  for the Pro  Rata  Share  of the  Loans  of a
Defaulting  Lender shall be equal to the amount of the principal  balance of the
Loans  outstanding and owed by the Borrower to the Defaulting  Lender.  Prior to
payment of such purchase price to the Defaulting  Lender,  the Agent shall apply
against  such  purchase  price any  amounts  payable in respect of such Pro Rata
Share of the Loans as  contemplated  by the last  sentence of Section  3.5.  The
Defaulting  Lender  shall  be  entitled  to  receive  amounts  owed to it by the
Borrower under the Loan Documents which accrued prior to the date of the default
by the Defaulting  Lender, to the extent the same are received by the Agent from
or on behalf of the Borrower.  There shall be no recourse  against any Lender or
the Agent for the  payment of such sums  except to the extent of the  receipt of
payments from any other party or in respect of the Loans.

         SECTION 3.7.  Usury.

         In no event  shall the amount of  interest  due or payable on the Loans
exceed the maximum rate of interest  allowed by Applicable Law and, in the event
any such  payment is paid by the  Borrower or received by any Lender,  then such
excess sum shall be credited as a payment of principal. It is the express intent
of the parties  hereto that the  Borrower  not pay and the Lenders not  receive,
directly or  indirectly,  in any manner  whatsoever,  interest in excess of that
which may be lawfully paid by the Borrower under Applicable Law.

         SECTION 3.8.  Agreement Regarding Interest and Charges.

         THE PARTIES  HERETO  HEREBY  AGREE AND  STIPULATE  THAT THE ONLY CHARGE
IMPOSED UPON THE BORROWER FOR THE USE OF MONEY IN CONNECTION WITH THIS AGREEMENT
IS AND SHALL BE THE  INTEREST  DESCRIBED  IN SECTION  2.7.  AND WITH  RESPECT TO
SWINGLINE  LOANS,  IN SECTION  2.3.(C).  THE PARTIES  HERETO  FURTHER  AGREE AND
STIPULATE  THAT ALL  OTHER  CHARGES  IMPOSED  BY  LENDERS  AND THE  AGENT ON THE
BORROWER  IN  CONNECTION  WITH  THIS  AGREEMENT,   INCLUDING  ALL  AGENCY  FEES,
COMMITMENT  FEES,   FACILITY  FEES,   UNUSED  FACILITY  FEES,   EXTENSION  FEES,
UNDERWRITING  FEES,  LETTER OF  CREDIT  FEES,  DEFAULT  CHARGES,  LATE  CHARGES,
ATTORNEYS'  FEES AND  REIMBURSEMENT  FOR COSTS AND EXPENSES PAID BY THE AGENT OR
ANY LENDER TO THIRD PARTIES OR FOR DAMAGES  INCURRED BY THE AGENT OR ANY LENDER,
ARE CHARGES MADE TO COMPENSATE THE AGENT OR ANY SUCH LENDER FOR  UNDERWRITING OR
ADMINISTRATIVE  SERVICES AND COSTS OR LOSSES  PERFORMED  OR INCURRED,  AND TO BE
PERFORMED  OR  INCURRED,  BY THE  AGENT  AND  LENDERS  IN  CONNECTION  WITH THIS
AGREEMENT  AND THE OTHER LOAN  DOCUMENTS  AND SHALL  UNDER NO  CIRCUMSTANCES  BE
DEEMED TO BE CHARGES FOR THE USE OF MONEY  PURSUANT TO OFFICIAL  CODE OF GEORGIA
ANNOTATED SECTION 7-4-2 OR 7-4-18. ALL CHARGES OTHER THAN CHARGES FOR THE USE OF
MONEY SHALL BE FULLY EARNED AND NONREFUNDABLE WHEN DUE.

         SECTION 3.9.  Statements of Account.

         The Agent will  account to the  Borrower  monthly  with a statement  of
Loans,  Letters of Credit,  charges and payments made pursuant to this Agreement
and the other Loan  Documents,  and such account  rendered by the Agent shall be
deemed  final,  binding and  conclusive  upon the Borrower  absent  demonstrable
error.  The  failure of the Agent or any Lender to  maintain  or deliver  such a
statement  of accounts  shall not relieve or  discharge  the  Borrower  from its
obligations hereunder.

         SECTION 3.10.  Reliance.

         Neither  the Agent nor any  Lender  shall  incur any  liability  to the
Borrower for acting upon any telephonic  notice  permitted  under this Agreement
which the Agent or such  Lender  believes  reasonably  and in good faith to have
been given by an individual authorized to deliver a Notice of Borrowing,  Notice
of  Conversion,  Notice of  Continuation,  Extension  Request  or a request  for
issuance of a Letter of Credit on behalf of the Borrower.

         SECTION 3.11.  Taxes.

         (a) Taxes Generally.  All payments by the Borrower of principal of, and
interest on, the Loans and all other Obligations shall be made free and clear of
and without  deduction for any present or future  excise,  stamp or other taxes,
fees,  duties,  levies,  imposts,  charges,  deductions,  withholdings  or other
charges of any nature whatsoever imposed by any taxing authority,  but excluding
(without  duplication):   (i)  franchise  taxes,  (ii)  any  taxes  (other  than
withholding  taxes) that would not be imposed but for a  connection  between the
Agent or a  Lender  and the  jurisdiction  imposing  such  taxes  (other  than a
connection  arising  solely  by virtue  of the  activities  of the Agent or such
Lender  pursuant to or in respect of this Agreement or any other Loan Document),
(iii) any withholding taxes payable with respect to payments  hereunder or under
any other Loan Document under  Applicable  Law in effect on the Agreement  Date,
(iv) any taxes  imposed on or  measured  by any  Lender's  assets,  net  income,
receipts or branch  profits and (v) any taxes arising  after the Agreement  Date
solely  as a result  of or  attributable  to a Lender  changing  its  designated
Lending  Office  after  the  date  such  Lender  becomes  a party  hereto  (such
non-excluded  items being  collective  called  "Taxes").  If any  withholding or
deduction  from any payment to be made by the Borrower  hereunder is required in
respect of any Taxes pursuant to any Applicable Law, then the Borrower will:

                  (i) pay directly to the relevant Governmental Authority the 
         full amount required to be so withheld or deducted;

                 (ii) promptly  forward  to the Agent an  official  receipt or
         other  documentation  satisfactory to the Agent evidencing such payment
         to such Governmental Authority; and

                (iii) pay to the Agent for its  account or the  account of the
         applicable  Lender,  as the  case may be,  such  additional  amount  or
         amounts as is necessary to ensure that the net amount actually received
         by the Agent or such  Lender  will equal the full amount that the Agent
         or such Lender would have received had no such withholding or deduction
         been required.

         (b) Tax  Indemnification.  If the Borrower  fails to pay any Taxes when
due to the  appropriate  Governmental  Authority or fails to remit to the Agent,
for its account or the account of the respective Lender, as the case may be, the
required  receipts or other required  documentary  evidence,  the Borrower shall
indemnify  the Agent and the  Lenders  for any  incremental  Taxes,  interest or
penalties  that may become payable by the Agent or any Lender as a result of any
such failure.  For purposes of this  Section,  a  distribution  hereunder by the
Agent or any  Lender  to or for the  account  of any  Lender  shall be  deemed a
payment by the Borrower.

         (c) Tax Forms. Each Lender or Participant organized under the laws of a
jurisdiction  other than the United  States of America  agrees to deliver to the
Borrower  and the Agent  such  certificates,  documents  or other  evidence,  as
required by the Internal Revenue Code,  correctly completed and executed by such
Lender or  Participant  establishing  that such payment is not subject to United
States  federal  withholding  tax under the  Internal  Revenue Code because such
payment is either  effectively  connected  with the  conduct  by such  Lender or
Participant  of a trade or business in the United States or totally  exempt from
United  States  federal  withholding  tax by  reason of the  application  of the
provisions  of a treaty to which the United  States is a party or such Lender is
otherwise exempt.

         (d)  Refunds.  If the Agent or any Lender shall become aware that it is
entitled  to a refund in respect of Taxes for which it has been  indemnified  by
the Borrower  pursuant to this Section,  the Agent or such Lender shall promptly
notify the Borrower of the availability of such refund and shall, within 30 days
after receipt of a written request by the Borrower, apply for such refund at the
Borrower's  sole cost and  expense.  So long as no Event of  Default  shall have
occurred and be continuing, if the Agent or any Lender shall receive a refund in
respect of any such Taxes as to which it has been  indemnified  by the  Borrower
pursuant to this  Section,  the Agent or such Lender shall  promptly  notify the
Borrower  of such refund and shall,  within 30 days of receipt,  pay such refund
(to the extent of amounts that have been paid by the Borrower under this Section
with respect to such refund and not previously  reimbursed) to the Borrower, net
of all reasonable out-of-pocket expenses of such Lender or the Agent and without
interest (other than the interest, if any, included in such refund).

                    ARTICLE IV. UNENCUMBERED POOL PROPERTIES

         SECTION 4.1. Acceptance of Unencumbered Pool Properties.

(a) Existing Unencumbered Pool Properties.Subject to compliance with the terms 
and conditions of Section 6.1. and subject to any limitations set forth on 
Schedule 4.1., as of the Effective Date the Lenders have accepted the Properties
listed on Schedule 4.1. as Unencumbered Pool Properties.

         (b) Submission of Additional  Properties.  If the Borrower desires that
the Lenders accept an additional Property as an Unencumbered Pool Property after
the Effective  Date,  the Borrower  shall so notify the Agent in writing and the
Agent shall  promptly  notify each Lender.  No Property will be evaluated by the
Lenders  unless it is an Eligible  Property,  and unless and until the  Borrower
delivers to the Agent the following,  in form and substance  satisfactory to the
Agent:

                  (i) An Executive Memorandum regarding such Property;

                 (ii) An Unencumbered  Pool Certificate  setting forth (A) on a
         pro forma  basis the  Maximum  Loan  Availability,  assuming  that such
         Property  is  accepted  as  an  Unencumbered  Pool  Property,  (B)  the
         Occupancy Rate of such Property, (C) calculations  evidencing continued
         compliance  with Section 4.3.,  assuming that such Property is accepted
         as an  Unencumbered  Pool Property,  (D) the  percentage  amount of the
         total Unencumbered Pool Value,  assuming that such Property is accepted
         as an Unencumbered Pool Property,  attributable to such Property (which
         percentage  amount  shall  not  exceed  5%) and (E) the  amount  of the
         Unencumbered Pool Value,  assuming that such Property is accepted as an
         Unencumbered  Pool  Property,  attributable  to all  Unencumbered  Pool
         Properties  which are owned by  Subsidiaries  that are not Wholly Owned
         Subsidiaries;

                (iii) copy of the most  recent  ALTA  Owner's  Policy of Title
         Insurance  (or  commitment  to issue  such a policy  to the Loan  Party
         owning or to own such Property)  relating to such Property  showing the
         identity of the fee titleholder thereto and all matters of record; and

                 (iv) A Property  Certificate  executed by the chief  financial
         officer  or  controller  of  the  Borrower   (which  officer  shall  be
         authorized to execute such certificate).

Following receipt of the foregoing items (i) through (iv) for such Property, the
Agent will promptly  submit such documents and information to Lenders for review
and approval by all Lenders of such Property as an  Unencumbered  Pool Property.
Each Lender shall have 10 Business Days from the day on which the Agent receives
such documents and information  from the Borrower (the "Review  Period") to take
one of the following actions:  (I) notify the Agent of such Lender's approval of
the  Property as an  Unencumbered  Pool  Property or (II) request from the Agent
further  information  relating to such Property in accordance with the following
paragraph.  If  neither  of such  actions  is  taken  by a  Lender  prior to the
expiration  of the Review  Period,  such Lender shall be deemed to have accepted
such Property as an Unencumbered Pool Property.

         At any time  during the Review  Period,  any  Lender  may  request,  in
writing,  that the Agent obtain one or more of the items described in subsection
(c) below from the Borrower for such Lender's  review to confirm the information
set forth in the  Property  Certificate.  If a request is made for such  further
information  by a Lender during the Review  Period,  the Borrower shall promptly
(but in any event within 10 calendar  days of receipt of such  request)  deliver
the  requested  information  to the Agent who shall  promptly  deliver it to the
requesting Lender.  Such requesting Lender shall then have 10 calendar days (the
"Extended  Review  Period")  after the Agent's  receipt from the Borrower of the
requested information to notify the Agent of its acceptance or rejection of such
Property.  If such requesting Lender notifies the Agent of its rejection of such
Property,  such Property shall not be accepted as an Unencumbered  Pool Property
under this subsection  (b). If such requesting  Lender fails to notify the Agent
prior to the expiration of the Extended Review Period,  such  requesting  Lender
shall be deemed to have accepted such Property as Unencumbered Pool Property.

         Upon any acceptance of a Property  pursuant to this subsection (b), and
upon execution and delivery of all of the following,  such Property shall become
an Unencumbered Pool Property:

                  (1) If such  Property  is owned  (or is being  acquired)  by a
         Subsidiary  that is not  yet a  party  to the  Guaranty,  an  Accession
         Agreement  executed by such  Subsidiary and all other items required to
         be delivered by a Subsidiary under Section 8.24.; and

(2)Such other items or documents as may be appropriate under the circumstances
as requested by the Agent.

         (c) Alternative Acceptance Procedure.  At the Borrower's option or if a
Property fails to be accepted as an Unencumbered  Pool Property  pursuant to the
immediately  preceding  subsection (b), the Borrower may submit or resubmit,  as
applicable, such Property for consideration by notifying the Agent in writing of
the Borrower's intent to submit or resubmit, as applicable, such Property and by
delivering the following additional items, in form and substance satisfactory to
the Agent:

                  (i) A  description  of  such  Property,  such  description  to
         include the age, location and current occupancy rate of such Property;

                 (ii) Operating   statements   for  such   Property  for  the
         immediately  preceding  fiscal year and for current fiscal year through
         the  fiscal  quarter  most  recently  ending,  in each case  audited or
         certified by a representative of the Borrower as being true and correct
         in all material respects and prepared in accordance with GAAP, provided
         that,  with respect to any period such Property was not owned by a Loan
         Party,  such information  shall only be required to be delivered to the
         extent reasonably  available to the Borrower and such certification may
         be based upon the best of the Borrower's knowledge;

                (iii) If  prepared  by the  Borrower,  a pro  forma  operating
         statement for such Property;

                 (iv) A  current  rent  roll  and  occupancy  report  for  such
         Property,  certified by a representative  of the Borrower as being true
         and correct in all material respects,  and a two-year occupancy history
         of such Property,  certified by a representative  of the Borrower to be
         true and  correct,  provided  that,  with  respect to any  period  such
         Property was not owned by a Loan Party,  such information shall only be
         required to be  delivered  to the extent  reasonably  available  to the
         Borrower  and  such  certification  may be  based  upon the best of the
         Borrower's knowledge;

                  (v) An operating  budget for such Property with respect to the
         current fiscal year if available;

                 (vi) Copies of all Material Contracts affecting such Property;

                (vii) Copies of all  engineering,  mechanical,  structural and
         maintenance studies performed with respect to such Property;

               (viii) A "Phase I"  environmental  assessment of such Property
         not more than 12 months old  prepared by an  environmental  engineering
         firm acceptable to the Agent, and any additional  environmental studies
         or assessments available to the Borrower performed with respect to such
         Property;

                 (ix) With  respect to any  Property  being  acquired by a Loan
         Party, a copy of the materials  relating to such Property  submitted by
         the  Borrower  to its board of  directors  for their  approval  of such
         Property (but only to the extent such  materials  have not already been
         provided under any of the preceding subsections);

                  (x) An Unencumbered  Pool  Certificate  setting forth (A) on a
         pro forma  basis the  Maximum  Loan  Availability,  assuming  that such
         Property  is  accepted  as  an  Unencumbered  Pool  Property,  (B)  the
         Occupancy Rate of such Property, (C) calculations  evidencing continued
         compliance  with Section 4.3.,  assuming that such Property is accepted
         as  an  Unencumbered   Pool  Property,   and  (D)  the  amount  of  the
         Unencumbered Pool Value,  assuming that such Property is accepted as an
         Unencumbered  Pool  Property,  attributable  to all  Unencumbered  Pool
         Properties  which are owned by  Subsidiaries  that are not Wholly Owned
         Subsidiaries; and

                 (xi) Such other  information the Agent may reasonably  request
         in order to evaluate the Property.

Following  receipt of the foregoing  documents and information,  the Agent shall
promptly submit such documents and information to the Lenders for approval. Upon
approval by the Majority  Lenders  (which must include the Agent in its capacity
as a Lender),  and upon  execution  and delivery of all of the  following,  such
Property shall become an Unencumbered Pool Property:

                  (1) A copy of the most  recent  ALTA  Owner's  Policy of Title
         Insurance  (or  commitment  to issue  such a policy  to the Loan  Party
         owning or to own such Property)  relating to such Property  showing the
         identity of the fee titleholder thereto and all matters of record;

                  (2) If such  Property  is owned  (or is being  acquired)  by a
         Subsidiary  that is not  yet a  party  to the  Guaranty,  an  Accession
         Agreement  executed by such  Subsidiary and all other items required to
         be delivered by a Subsidiary under Section 8.24.; and

                  (3) Such other items or documents as may be appropriate under 
         the circumstances as requested by the Agent.

         SECTION 4.2.  Termination of Designation as Unencumbered Pool Property.

         From time to time the Borrower may request,  upon not less than 20 days
prior written  notice to the Agent and the Lenders,  that an  Unencumbered  Pool
Property cease to be an Unencumbered  Pool Property.  The Agent shall grant such
request if all of the following conditions are satisfied:

         (a)  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing both at the time of such request and immediately  after giving effect
to such request; and

         (b) the Borrower shall have delivered to the Agent an Unencumbered Pool
Certificate  demonstrating  on a pro  forma  basis,  and the  Agent  shall  have
determined,  that the outstanding principal balance of the Loans will not exceed
the  Maximum  Loan  Availability  after  giving  effect to such  request and any
prepayment to be made and/or the  acceptance of any Property as an additional or
replacement  Unencumbered  Pool  Property  to be given  concurrently  with  such
request.

After giving effect to any request that an  Unencumbered  Pool Property cease to
be  designated  as such,  the  Borrower  may  request in writing  that the Agent
release,  and upon receipt of such request the Agent shall release,  a Guarantor
from the  Guaranty so long as: (i) such  Guarantor  is a  Subsidiary;  (ii) such
Guarantor owns no other  Unencumbered Pool Property,  nor any direct or indirect
equity interest in any Subsidiary  that does own an Unencumbered  Pool Property;
(iii) such  Guarantor  is not  otherwise  required to be a party to the Guaranty
under  Section  8.24.;  and (iv) no Default or Event of Default shall then be in
existence or would occur as a result of such release.

         SECTION 4.3.  Additional Requirements of Unencumbered Pool Properties.

         The ratio  (expressed as a percentage)  of (a) the net rentable  square
footage of all Unencumbered Pool Properties  actually occupied by tenants paying
rent pursuant to binding leases as to which no monetary default has occurred and
is  continuing  to  (b)  the  aggregate  net  rentable  square  footage  of  all
Unencumbered  Pool Properties shall at all times equal or exceed 90%. A Property
shall  cease to be an  Unencumbered  Pool  Property  if it shall  cease to be an
Eligible Property.

                        ARTICLE V. YIELD PROTECTION, ETC.

         SECTION 5.1.  Additional Costs; Capital Adequacy.

         (a) Additional  Costs. The Borrower shall promptly pay to the Agent for
the  account  of a Lender  from time to time such  amounts  as such  Lender  may
determine to be necessary to  compensate  such Lender for any costs  incurred by
such Lender that it determines are  attributable to its making or maintaining of
any  LIBOR  Loans or its  obligation  to make any  LIBOR  Loans  hereunder,  any
reduction in any amount receivable by such Lender under this Agreement or any of
the  other  Loan  Documents  in  respect  of any of  such  LIBOR  Loans  or such
obligation or the  maintenance by such Lender of capital in respect of its LIBOR
Loans or its  Commitment  (such  increases  in costs and  reductions  in amounts
receivable  being  herein  called  "Additional   Costs"),   resulting  from  any
Regulatory Change that: (i) changes the basis of taxation of any amounts payable
to such  Lender  under  this  Agreement  or any of the other Loan  Documents  in
respect of any of such LIBOR Loans or its Commitments  (other than taxes imposed
on or measured by the overall net income of such Lender or of its Lending Office
for any of such LIBOR  Loans by the  jurisdiction  in which such  Lender has its
principal  office or such  Lending  Office);  or (ii)  imposes or  modifies  any
reserve,  special deposit or similar requirements  relating to any extensions of
credit or other  assets of, or any  deposits  with or other  liabilities  of, or
other credit  extended by, or any other  acquisition of funds by such Lender (or
its parent  corporation),  or any commitment of such Lender (including,  without
limitation, the Commitment of such Lender hereunder); or (iii) has or would have
the effect of  reducing  the rate of return on capital of such Lender to a level
below that which such Lender could have achieved but for such Regulatory  Change
(taking  into  consideration  such  Lender's  policies  with  respect to capital
adequacy).

         (b) Lender's Suspension of LIBOR Loans.  Without limiting the effect of
the provisions of the immediately  preceding subsection (a), if by reason of any
Regulatory  Change,  any Lender either (i) incurs  Additional  Costs based on or
measured by the excess  above a  specified  level of the amount of a category of
deposits or other liabilities of such Lender that includes deposits by reference
to which the  interest  rate on LIBOR  Loans is  determined  as provided in this
Agreement or a category of  extensions  of credit or other assets of such Lender
that includes LIBOR Loans or (ii) becomes  subject to restrictions on the amount
of such a category  of  liabilities  or assets that it may hold,  then,  if such
Lender  so elects by notice  to the  Borrower  (with a copy to the  Agent),  the
obligation  of such Lender to make or  Continue,  or to Convert  Base Rate Loans
into,  LIBOR Loans hereunder  shall be suspended  until such  Regulatory  Change
ceases to be in effect  (in which case the  provisions  of  Section  5.5.  shall
apply).

         (c) Notification and  Determination  of Additional  Costs.  Each of the
Agent and each Lender,  as the case may be, agrees to notify the Borrower of any
event  occurring  after the Agreement Date entitling the Agent or such Lender to
compensation under any of the preceding  subsections of this Section as promptly
as practicable;  provided,  however, that the failure of the Agent or any Lender
to give such notice shall not release the Borrower  from any of its  obligations
hereunder.  Each  Lender  agrees  to  furnish  to the  Borrower  and the Agent a
certificate  setting forth the basis and amount of each request for compensation
under  this  Section.  Determinations  by  such  Lender  of  the  effect  of any
Regulatory  Change shall be conclusive,  provided that such  determinations  are
made on a reasonable basis and in good faith.

         SECTION 5.2.  Suspension of LIBOR Loans.

         Anything herein to the contrary notwithstanding, if, on or prior to the
determination of any LIBO Rate for any Interest Period:

                  (a) the Agent reasonably determines (which determination shall
         be  conclusive)  that  quotations  of interest  rates for the  relevant
         deposits  referred  to in the  definition  of LIBO  Rate are not  being
         provided in the  relevant  amounts or for the relevant  maturities  for
         purposes of  determining  rates of interest for LIBOR Loans as provided
         herein or is otherwise unable to determine the LIBO Rate, or

                  (b) any  Lender  reasonably  determines  (which  determination
         shall be conclusive) that the relevant rates of interest referred to in
         the  definition  of LIBO  Rate  upon the  basis  of  which  the rate of
         interest for LIBOR Loans for such  Interest  Period is to be determined
         are not likely adequately to cover the cost to such Lender of making or
         maintaining LIBOR Loans for such Interest Period; or

                  (c) any  Lender  that has  outstanding  a Bid Rate  Quote with
         respect  to  a  LIBOR   Margin  Loan   reasonably   determines   (which
         determination  shall  be  conclusive)  that  the  LIBO  Rate  will  not
         adequately  and  fairly  reflect  the cost to such  Lender of making or
         maintaining such LIBOR Margin Loan;

         then the Agent shall give the  Borrower and each Lender  prompt  notice
thereof  and, so long as such  condition  remains in effect,  (i) in the case of
clause (a) or (b) above,  the Lenders shall be under no obligation to, and shall
not, make  additional  LIBOR Loans,  Continue  LIBOR Loans or Convert Loans into
LIBOR Loans and the Borrower  shall,  on the last day of each  current  Interest
Period for each outstanding  LIBOR Loan, either prepay such Loan or Convert such
Loan into a Base Rate Loan and (ii) in the case of clause (c)  above,  no Lender
that has  outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan shall
be under any obligation to make such Loan.

         SECTION 5.3.  Illegality.

         Notwithstanding  any other provision of this  Agreement,  if any Lender
shall determine (which determination shall be conclusive and binding) that it is
unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans
hereunder,  then such Lender shall promptly notify the Borrower  thereof (with a
copy of such  notice  to the  Agent)  and such  Lender's  obligation  to make or
Continue,  or to Convert  Revolving  Loans of any other Type into,  LIBOR  Loans
shall be  suspended  until such time as such Lender may again make and  maintain
LIBOR Loans (in which case the provisions of Section 5.5. shall be applicable).

         SECTION 5.4.  Compensation.

         The Borrower  shall pay to the Agent for account of each  Lender,  upon
the request of such Lender through the Agent, such amount or amounts as shall be
sufficient  to  compensate  such Lender for any loss,  cost or expense that such
Lender reasonably determines is attributable to:

                  (a) any payment or prepayment  (whether mandatory or optional)
         of a LIBOR Loan or Bid Rate Loan, or  Conversion of a LIBOR Loan,  made
         by  such  Lender  for  any  reason  (including,   without   limitation,
         acceleration)  on a date other than the last day of the Interest Period
         for such Loan; or

                  (b) any  failure by the  Borrower  for any reason  (including,
         without  limitation,  the failure of any of the  applicable  conditions
         precedent  specified in Article VI. to be  satisfied) to borrow a LIBOR
         Loan or Bid Rate Loan from such Lender on the date for such  borrowing,
         or to  Convert a Base Rate Loan into a LIBOR  Loan or  Continue a LIBOR
         Loan on the requested date of such Conversion or Continuation.

         Not in limitation of the foregoing,  such  compensation  shall include,
but shall not be limited to: (i) in the case of a LIBOR Loan, an amount equal to
the then present  value of (A) the amount of interest that would have accrued on
such LIBOR Loan for the remainder of the Interest  Period at the rate applicable
to such LIBOR  Loan,  less (B) the amount of interest  that would  accrue on the
same  LIBOR  Loan for the same  period  if the LIBO Rate were set on the date on
which such LIBOR Loan was repaid,  prepaid or Converted or the date on which the
Borrower  failed to borrow,  Convert or Continue such LIBOR Loan, as applicable,
calculating  present  value by using as a discount  rate the LIBO Rate quoted on
such date;  and (ii) in the case of a Bid Rate Loan,  the sum of such losses and
expenses  as the  Lender or  Designated  Lender  who made such Bid Rate Loan may
reasonably incur by reason of such prepayment,  including without limitation any
losses or expenses incurred in obtaining, liquidating or employing deposits from
third parties.

          Upon the Borrower's request, any Lender requesting  compensation under
this Section shall provide the Borrower with a statement setting forth the basis
for  requesting  such  compensation  and the method for  determining  the amount
thereof. Any such statement shall be conclusive absent manifest error.

         SECTION 5.5.  Treatment of Affected Loans.

         If the obligation of any Lender to make LIBOR Loans or to Continue,  or
to Convert  Base Rate Loans into,  LIBOR Loans  shall be  suspended  pursuant to
Section  5.1.(b),  Section 5.2. or Section 5.3.,  then such Lender's LIBOR Loans
shall be automatically  Converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion
required by Section  5.1.(b) or 5.3.,  on such  earlier  date as such Lender may
specify to the  Borrower  with a copy to the Agent)  and,  unless and until such
Lender  gives  notice as  provided  below that the  circumstances  specified  in
Section 5.1., Section 5.2. or 5.3.
that gave rise to such Conversion no longer exist:

         (a) to  the  extent  that  such  Lender's  LIBOR  Loans  have  been  so
Converted,  all payments and  prepayments of principal  that would  otherwise be
applied to such Lender's  LIBOR Loans shall be applied  instead to its Base Rate
Loans; and

         (b) all  Revolving  Loans that would  otherwise be made or Continued by
such  Lender as LIBOR  Loans  shall be made or  Continued  instead  as Base Rate
Loans,  and all Base Rate Loans of such Lender that would otherwise be Converted
into LIBOR Loans shall remain as Base Rate Loans.

         If such Lender gives notice to the Borrower  (with a copy to the Agent)
that the  circumstances  specified in Section 5.1. or 5.3. that gave rise to the
Conversion of such Lender's LIBOR Loans pursuant to this Section no longer exist
(which such  Lender  agrees to do promptly  upon such  circumstances  ceasing to
exist) at a time when LIBOR Loans made by other  Lenders are  outstanding,  then
such Lender's  Base Rate Loans shall be  automatically  Converted,  on the first
day(s) of the next  succeeding  Interest  Period(s) for such  outstanding  LIBOR
Loans, to the extent necessary so that,  after giving effect thereto,  all Loans
held by the Lenders holding LIBOR Loans and by such Lender are held pro rata (as
to principal  amounts,  Types and  Interest  Periods) in  accordance  with their
respective Commitments.

         SECTION 5.6.  Change of Lending Office.

         Each Lender agrees that it will use reasonable  efforts to designate an
alternate  Lending  Office  with  respect  to any of its Loans  affected  by the
matters or circumstances described in Sections 3.11., 5.1. or 5.3. to reduce the
liability of the Borrower or avoid the results provided  thereunder,  so long as
such  designation  is not  disadvantageous  to such Lender as determined by such
Lender in its sole discretion,  except that such Lender shall have no obligation
to designate a Lending Office located in the United States of America.

                             ARTICLE VI. CONDITIONS

         SECTION 6.1.  Effectiveness.

         The  effectiveness  of the  amendment and  restatement  of the Existing
Regency Credit Agreement  contemplated  hereby, as well as the obligation of the
Lenders  to make  any  Revolving  Loans,  of the  Swingline  Lender  to make any
Swingline  Loans,  and of the Agent to issue  Letters of  Credit,  to or for the
account of the Borrower in accordance with the terms hereof,  are subject to the
condition  precedent  that  the  Borrower  deliver  to  the  Agent  each  of the
following,  each of which  shall be in form and  substance  satisfactory  to the
Agent:

         (a) counterparts of this Agreement executed by each of the parties 
hereto;

         (b)  Revolving  Notes  and Bid Rate  Notes  executed  by the  Borrower,
payable to all Lenders or any Designated  Lender,  if applicable,  and complying
with the terms of Section 2.12. and the Swingline Note executed by the Borrower,
payable to the Swingline Lender;

         (c) the Guaranty executed by each "Guarantor" under the Existing Credit
Agreement and any other Subsidiary that would be required under Section 8.24.(a)
to become a party to the Guaranty as of the Effective Date;

         (d) an  opinion of Foley & Lardner,  counsel  to the  Borrower  and the
Guarantors, and addressed to the Agent and the Lenders in substantially the form
of Exhibit N-1;

         (e) an  opinion  of  Alston & Bird,  LLP,  counsel  to the  Agent,  and
addressed to the Agent and the Lenders in substantially the form of Exhibit N-2;

         (f) all of the documents and information required to be delivered under
Section 4.1. with respect to each of the Properties  listed on Schedule 4.1. and
which have not previously been delivered to the Agent;

         (g) an Unencumbered Pool Certificate dated the Agreement Date;

         (h) the certificate of limited partnership of the Borrower certified as
of a recent date by the Secretary of State of the State of Delaware;

         (i) a Certificate  of Good  Standing  issued as of a recent date by the
Secretary of State of the State of Delaware and certificates of qualification to
transact business or other comparable  certificates  issued by each Secretary of
State (and any state  department of taxation,  as  applicable)  of each state in
which the Borrower is required to be so qualified;

         (j) a certificate  of  incumbency  signed by the Secretary or Assistant
Secretary  of the general  partner of the  Borrower  with respect to each of the
officers  of the  general  partner of the  Borrower  authorized  to execute  and
deliver the Loan Documents to which the Borrower is a party;

         (k) certified copies (certified by the Secretary or Assistant Secretary
of the general  partner of the  Borrower)  of the  partnership  agreement of the
Borrower  and of all  necessary  action  taken by the  Borrower  (and any of the
partners of the Borrower) to authorize the execution,  delivery and  performance
of the Loan Documents to which it is a party;

         (l)  the   articles  of   incorporation,   articles  of   organization,
certificate of limited partnership or other comparable organizational instrument
(if any) of each  Guarantor  certified  as of a recent date by the  Secretary of
State of the State of formation of such Guarantor;

         (m) a Certificate of Good Standing or  certificate  of similar  meaning
with respect to each  Guarantor  issued as of a recent date by the  Secretary of
State of the State of  formation  of each such  Guarantor  and  certificates  of
qualification to transact  business or other comparable  certificates  issued by
each Secretary of State (and any state department of taxation, as applicable) of
each state in which such Guarantor is required to be so qualified;

         (n) a certificate  of  incumbency  signed by the Secretary or Assistant
Secretary (or other individual  performing  similar functions) of each Guarantor
with respect to each of the officers of such Guarantor authorized to execute and
deliver the Loan Documents to which such Guarantor is a party;

         (o) copies  certified by the  Secretary or Assistant  Secretary of each
Guarantor (or other individual  performing similar functions) of (i) the by-laws
of such  Guarantor,  if a  corporation,  the operating  agreement,  if a limited
liability  company,  the  partnership   agreement,   if  a  limited  or  general
partnership, or other comparable document in the case of any other form of legal
entity and (ii) all corporate,  partnership,  member or other  necessary  action
taken by such Guarantor to authorize the execution,  delivery and performance of
the Loan Documents to which it is a party;

         (p) all loan  closing  fees and any other fees then due and  payable to
the Agent and the Lenders in connection with this Agreement;

         (q) evidence of the  assignment of an  Investment  Grade Rating by both
Moody's and S&P to the senior unsecured long term indebtedness of the Borrower;

(r)               a pro forma Compliance  Certificate  dated as of the Agreement
                  Date  calculated on a projected  basis for the fiscal  quarter
                  ending March 31, 1999;

         (s) certified copies  (certified by a senior  executive  officer of the
general  partner of the  Borrower) of the following  documents  and  instruments
relating to the PRT Acquisition:

                  (i) the Merger Agreement and any amendments thereto; and

                 (ii) the Registration Statement on Form S-4, Registration No. 
         333-65491, as filed with the Securities and

         Exchange Commission on October 9, 1998 by the Parent, as amended;

         (t) a certificate of a senior  executive  officer of the Parent stating
that all conditions  precedent to the consummation of the PRT Acquisition as set
forth in the Merger Agreement have been satisfied or waived in writing, together
with a copy of any such waiver;

         (u) copies of all opinion  letters  delivered  in  connection  with the
Merger  Agreement  and regarding the PRT  Acquisition,  either  addressed to the
Agent and the Lenders or  accompanied  by reliance  letters  from the issuers of
such letters addressed to the Agent and the Lenders;

         (v)  evidence  of the  transfer  of  ownership  from the  Parent to the
Borrower of all  Properties  owned directly or indirectly by PRT and acquired by
the Parent  pursuant to the PRT Acquisition  other than (i) Properties  owned by
Retail Property Partners Limited Partnership and (ii) the Properties  identified
on Schedule 8.25.;

         (w)  evidence  as to the  termination  of (i) the  Existing  PRT Credit
Agreement and (ii) that certain  Credit  Agreement  dated as of December 7, 1998
(as  amended,  the  "Bridge  Facility"),   among  PRT,  each  of  the  financial
institutions  a party  thereto and Wells Fargo Bank,  National  Association,  as
Agent and repayment in full of all obligations thereunder;

         (x) a copy  (certified  by a senior  executive  officer of the  general
partner of the Borrower) of the Indenture dated as of July 20, 1998 by and among
the Borrower,  the  Guarantors  named therein and First Union  National Bank, as
Trustee,  relating  to the  Borrower's  $100,000,000  Notes dues July 15,  2005,
together with all supplemental  indentures  executed and delivered in connection
therewith; and

         (y) such other  documents,  instruments  and agreements as the Agent or
any Lender may reasonably request.

         SECTION 6.2.  Conditions to All Loans and Letters of Credit.

         The obligation of the Lenders to make any Revolving  Loans,  and of the
Swingline  Lender to make any Swingline Loans, and of the Agent to issue Letters
of Credit is subject to the condition precedent that the following conditions be
satisfied in the judgment of the Agent:

         (a) in the case of a Revolving  Loan,  timely receipt by the Agent of a
Notice of Borrowing,  or in the case of a Swingline Loan,  timely receipt by the
Swingline Lender of a Notice of Swingline Borrowing;

         (b) the proposed  use of proceeds of such Loan or Letter of Credit,  as
the case may be, set forth in the  Notice of  Borrowing  or Notice of  Swingline
Borrowing,  as the case may be, is  consistent  with the  provisions  of Section
8.14.;

         (c)  immediately  before  and  after  the  making  of such  Loan or the
issuance of such Letter of Credit, no Default (including without limitation, the
existence of the  condition  described  in Section  2.8.(f)) or Event of Default
shall have occurred and be continuing; and

         (d)  the  representations  and  warranties  of  the  Borrower  and  the
Guarantors  contained  in the  Loan  Documents  shall  be true  in all  material
respects  on and as of the  date of such  Loan or  issuance  of such  Letter  of
Credit, as applicable,  except to the extent such  representations or warranties
specifically  relate to an earlier date or such  representations  or  warranties
become untrue by reason of events or conditions  otherwise  permitted  hereunder
and the other Loan Documents.

The delivery of each Notice of Borrowing and each Notice of Swingline  Borrowing
and the  making of each Loan and the  issuance  of each  Letter of Credit  shall
constitute a certification by the Borrower to the Agent and the Lenders that the
statements in the immediately preceding clauses (b) through (d) are true.

         SECTION 6.3.  Conditions to Conversion to Term Loans.

         The right of the  Borrower to convert  Revolving  Loans into Term Loans
under Section 2.11.  is subject to the  condition  precedent  that the following
conditions be satisfied in the judgment of the Agent:

         (a) timely receipt by the Agent of the notice required under such 
Section;

         (b) immediately before and after such conversion, no Default (including
without limitation, the existence of the condition described in Section 2.8.(f))
or Event of Default shall have occurred and be continuing; and

         (c) the representations and warranties of the Borrower contained in the
Loan Documents to which it is a party shall be true in all material  respects on
and as of the date of such conversion except to the extent such  representations
or warranties  specifically relate to an earlier date or such representations or
warranties become untrue by reason of events or conditions  otherwise  permitted
hereunder and the other Loan Documents.

The  delivery of the notice  required  under such  Section  shall  constitute  a
certification  by the Borrower to the Agent and the Lenders that the  statements
in the immediately preceding clauses (b) and (c) are true.

                   ARTICLE VII. REPRESENTATIONS AND WARRANTIES

         The  Borrower  represents  and warrants to the Agent and each Lender as
follows:

         SECTION 7.1.  Existence and Power.

         Each of the Borrower,  each Guarantor and its other  Subsidiaries  is a
corporation, partnership or other legal entity, duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, and
has  all  requisite   power  and  authority  and  all   governmental   licenses,
authorizations,  consents and approvals required to carry on its business as now
conducted  and is duly  qualified  and is in  good  standing,  authorized  to do
business,  in each  jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization.

         SECTION 7.2.  Ownership Structure.

         Part  I of  Schedule  7.2.  is a  complete  and  correct  list  of  all
Subsidiaries of the Parent (including all Subsidiaries of the Borrower), setting
forth for each such  Subsidiary,  (a) the  jurisdiction  of organization of such
Subsidiary,  (b) each Person holding ownership  interests in such Subsidiary and
(c) the nature of the ownership  interests  held by each such Person and (d) the
percentage  of  ownership  of such  Subsidiary  represented  by  such  ownership
interests.  Except as disclosed in such  Schedule (i) each of the Parent and its
Subsidiaries  owns, free and clear of all Liens, and has the unencumbered  right
to vote, all outstanding  ownership interests in each Person shown to be held by
it on such  Schedule,  (ii) all of the issued and  outstanding  capital stock of
each such Person  organized as a corporation is validly  issued,  fully paid and
nonassessable  and  (iii)  there  are  no  outstanding  subscriptions,  options,
warrants,  commitments,  preemptive rights or agreements of any kind (including,
without  limitation,  any  stockholders'  or voting  trust  agreements)  for the
issuance, sale, registration or voting of, or outstanding securities convertible
into,  any  additional  shares of capital stock of any class,  or partnership or
other ownership  interests of any type in, any such Person.  Part II of Schedule
7.2.  correctly sets forth all  Unconsolidated  Affiliates  and Preferred  Stock
Entities of the Parent,  including  the correct  legal name of such Person,  the
type of legal entity which each such Person is, and all  ownership  interests in
such Person held directly or indirectly by the Parent.

 SECTION 7.3.  Authorization of Agreement, Notes, Loan Documents and Borrowings.

         The Borrower and each Guarantor has the right and power,  and has taken
all necessary  action to authorize  it, to borrow  hereunder (in the case of the
Borrower) and to execute,  deliver and perform this Agreement, the Notes and the
other Loan Documents to which it is a party in accordance with their  respective
terms and to consummate the transactions contemplated hereby and thereby, as the
case may be. This  Agreement,  the Notes and each of the other Loan Documents to
which the  Borrower  or a  Guarantor  is a party  have been  duly  executed  and
delivered by such Loan Party and each is a legal,  valid and binding  obligation
of such Loan Party  enforceable  against such Loan Party in accordance  with its
respective terms,  except as the same may be limited by bankruptcy,  insolvency,
and other  similar  laws  affecting  the rights of creditors  generally  and the
availability of equitable  remedies for the  enforcement of certain  obligations
(other than the payment of principal) contained herein or therein may be limited
by equitable principles generally.

SECTION 7.4. Compliance of Agreement, Notes, Loan Documents and Borrowing with
             Laws, etc.

         The execution,  delivery and performance of this  Agreement,  the Notes
and the other Loan  Documents to which the Borrower or any  Guarantor is a party
in accordance with their  respective  terms and the borrowing of Loans hereunder
do not and will not, by the passage of time,  the giving of notice or  otherwise
(a) require any Governmental  Approval or violate any Applicable Law relating to
the  Borrower  or any  Guarantor  the failure to possess or to comply with which
would have a Materially Adverse Effect; (b) conflict with, result in a breach of
or constitute a default under the articles of incorporation,  bylaws,  operating
agreement,   partnership   agreement  or  other  organizational  or  constituent
documents of the Borrower or any Guarantor, or any indenture, agreement or other
instrument  to which the Borrower or any  Guarantor is a party or by which it or
any of its  properties  may be bound and the  violation  of which  would  have a
Materially  Adverse  Effect;  or  (c)  result  in or  require  the  creation  or
imposition  of any  Lien  upon or with  respect  to any  property  now  owned or
hereafter acquired by the Borrower or any Guarantor other than Permitted Liens.

         SECTION 7.5.  Compliance with Law; Governmental Approvals.

         Each of the  Borrower and the  Guarantors  is in  compliance  with each
Governmental  Approval  applicable  to it  and  in  compliance  with  all  other
Applicable Law relating to it, except for noncompliances which, and Governmental
Approvals the failure to possess which,  would not,  singly or in the aggregate,
cause a Default or Event of Default or have a Materially  Adverse  Effect and in
respect of which (if the Borrower has actual knowledge of such Applicable Law or
Governmental  Approval)  adequate reserves have been established on the books of
such Loan Party.

         SECTION 7.6.  Existing Indebtedness.

         Other  than the  Indebtedness  hereunder  and as set forth on  Schedule
7.6.,  neither the Borrower,  any  Guarantor nor any of its other  Subsidiaries,
Preferred Stock Entities or any other Non-Guarantor Entity has any Indebtedness.
The Borrower, each Guarantor and each of the other Subsidiaries, Preferred Stock
Entities and  Affiliates  have  performed and are in compliance  with all of the
terms of such Indebtedness and all instruments and agreements  relating thereto,
and no default or event of default,  or event or condition which with the giving
of notice,  the lapse of time, a determination of materiality,  the satisfaction
of any other  condition or any  combination of the foregoing,  would  constitute
such  a  default  or  event  of  default,   exists  with  respect  to  any  such
Indebtedness.

         SECTION 7.7.  Title to Properties; Liens.

         Each of the Borrower,  each  Guarantor and its other  Subsidiaries  has
good,  marketable  and legal  title to, or a valid  leasehold  interest  in, its
respective assets. Each of the Unencumbered Pool Properties is free and clear of
all Liens except for Permitted Liens.

         SECTION 7.8.  Unencumbered Pool Properties.

     Each of the Unencumbered Pool Properties qualifies as an Eligible Property.

         SECTION 7.9.  Leases.

         Except as reflected  on the most  current  rent rolls  delivered to the
Agent, all tenant leases of any Unencumbered Pool Property are in full force and
effect and no default or event of  default  (or event or  occurrence  which upon
with the passage of time or the giving of notice,  or both,  will  constitute  a
default or event of default) exists or will exist  thereunder as a result of the
consummation of the transactions contemplated by the Loan Documents.

         SECTION 7.10.  Material Contracts.

         Schedule 7.10. is a true,  correct and complete listing of all Material
Contracts.  Each of the Borrower, each Guarantor and its other Subsidiaries that
are parties to any Material Contract has performed and is in compliance with all
of the terms of such Material Contract,  and no default or event of default,  or
event or  condition  which  with the  giving of  notice,  the  lapse of time,  a
determination  of  materiality,  the  satisfaction of any other condition or any
combination  of the  foregoing,  would  constitute  such a  default  or event of
default, exists with respect to any such Material Contract.

         SECTION 7.11.  Margin Stock.

         Neither the Borrower, any Guarantor nor any other Subsidiary is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose, whether immediate,  incidental or ultimate, of buying or
carrying  "margin  stock" within the meaning of Regulations U and X, and no part
of the  proceeds of any  extension  of credit  hereunder  will be used to buy or
carry any such "margin stock."

         SECTION 7.12.  Transactions with Affiliates.

         Except  as set forth on  Schedule  7.12.,  neither  the  Borrower,  any
Guarantor  nor any  other  Subsidiary  is a party  to any  transaction  with any
Affiliate which is in violation of Section 8.20.

         SECTION  7.13.  Absence of Defaults.

         Neither the Borrower nor any Guarantor is in default under its articles
of incorporation,  bylaws,  operating agreement,  partnership agreement or other
organizational or constituent document, and no event has occurred, which has not
been  remedied,  cured or waived (a) which  constitutes a Default or an Event of
Default; or (b) which constitutes, or which with the passage of time, the giving
of notice or otherwise,  would constitute,  a default or event of default by the
Borrower,  any  Guarantor or any other  Subsidiary  under any Material  Contract
(other than this  Agreement or any other Loan  Document) or judgment,  decree or
order to which the Borrower, any Guarantor or any other Subsidiary is a party or
by which it or any of its properties may be bound.

         SECTION 7.14.  Financial Information.

         The  Borrower has  furnished  to each Lender  copies of (a) the audited
consolidated balance sheet of the Parent and its Consolidated Subsidiaries as at
December 31, 1996 and December 31, 1997,  and the audited  consolidated  related
statements of income,  retained  earnings and cash flow for the periods  covered
thereby (the  "Parent's  Audited  Statements"),  (b) the unaudited  consolidated
balance sheet of the Parent and its  Consolidated  Subsidiaries  as at September
30, 1998 and the related unaudited  consolidated  statement of income,  retained
earnings  and cash flow for the  nine-month  period then  ending (the  "Parent's
Unaudited  Statements",  the  Parent's  Unaudited  Statements  and the  Parent's
Audited Statements together referred to as the "Parent's Financial  Statements")
and (c) the pro forma condensed consolidated balance sheet of the Parent and its
Consolidated Subsidiaries (giving effect to the PRT Acquisition) as at September
30, 1998, and the unaudited pro forma condensed  consolidated related statements
of income,  retained  earnings  and cash flow for the nine month  period  ending
September 30, 1998 (the "Combined Statements"),  each certified by the President
or Chief Financial Officer of the Borrower to be, in his opinion,  in compliance
with the next sentence.  The balance  sheets and  statements  (including in each
case related schedules and notes) contained in the Parent's Financial Statements
are  complete  and  correct  and  present   fairly,   in  accordance  with  GAAP
consistently applied throughout the periods involved, the consolidated financial
position of the Parent and its Consolidated  Subsidiaries as at their respective
dates and the results of operations and the cash flow for such periods (subject,
in the  case  of  quarterly  financial  statements,  to  normal  year-end  audit
adjustments and the absence of certain footnotes).  The Combined Statements have
been  prepared  by the  Parent  and PRT,  based on  their  respective  financial
statements for such periods and at such date together with available information
and certain assumptions which the Parent believes to be reasonable, and give pro
forma  effect to the PRT  Acquisition  under the  pooling-of-interest  method of
accounting.  Each  of  the  operating  statements  pertaining  to  each  of  the
Unencumbered  Pool Properties  delivered to the Agent was prepared in accordance
with GAAP and fairly  presents the results of  operations  of such  Unencumbered
Pool  Property  for the period then ended.  Each of the  projections,  financial
plans and budgets  delivered,  or required to be delivered,  to the Agent or any
Lender, whether prior to, on or after, the date hereof (a) has been, or will be,
as applicable, prepared for each Unencumbered Pool Property in light of the past
business and performance of such  Unencumbered  Pool Property and (b) represents
or will represent,  as of the date thereof,  the reasonable good faith estimates
of Borrower's financial performance. None of the Borrower, the Parent nor any of
its Consolidated  Subsidiaries has on the Agreement Date any material contingent
liabilities,   liabilities,   liabilities   for  taxes,   unusual  or  long-term
commitments  or unrealized or forward  anticipated  losses from any  unfavorable
commitments,  except  as  referred  to or  reflected  or  provided  for in  said
financial  statements.  Since  December  31,  1995,  there has been no  material
adverse change in the financial condition,  operations, business or prospects of
the Parent or any of its  Subsidiaries.  Each of the Parent and its Subsidiaries
is Solvent.

         SECTION 7.15.  Litigation.

         Except as set forth on Schedule 7.15.,  there are no actions,  suits or
proceedings  pending  against,  or to the  knowledge  of the  Parent  threatened
against  or  affecting,  the  Borrower,  any  Guarantor  or  any  of  its  other
Subsidiaries  before any court or arbitrator or any governmental body, agency or
official (a) which could  reasonably be expected to have a Materially  Adversely
Effect  or (b)  which  in  any  manner  draws  into  question  the  validity  or
enforceability of any Loan Document.

         SECTION 7.16.  ERISA.

         (a) Existing  Plans.  Except for Plans as set forth on Schedule  7.16.,
neither the Borrower nor any  Guarantor  maintains,  nor has the Borrower or any
Guarantor at any time  maintained,  any Plan subject to the provisions of ERISA.
Neither the Borrower nor any Guarantor is, nor has at any time been, a member of
any ERISA Group with any Person that has at any time maintained any such Plan.

         (b) ERISA and Internal  Revenue Code Compliance and Liability.  Each of
the Borrower and the Guarantors is in compliance with all applicable  provisions
of ERISA and the  regulations  and  published  interpretations  thereunder  with
respect  to all Plans  except  where  failure  to comply  would not  result in a
Materially  Adverse Effect and except for any required  amendments for which the
remedial  amendment  period as defined in Section 401(b) of the Code has not yet
expired.  Each Plan that is intended to be qualified under Section 401(a) of the
Internal  Revenue Code has been determined by the Internal Revenue Service to be
so  qualified,  and each trust  related to such plan has been  determined  to be
exempt under Section 501(a) of the Internal Revenue Code. No material  liability
has been incurred by the Borrower or any Guarantor which remains unsatisfied for
any taxes or penalties with respect to any Plan or any Multiemployer Plan.

         (c)  Funding.  No Plan has  been  terminated,  nor has any  accumulated
funding deficiency (as defined in Section 412 of the Internal Revenue Code) been
incurred (without regard to any waiver granted under Section 412 of the Internal
Revenue  Code),  nor has any  funding  waiver  from  the IRS  been  received  or
requested with respect to any Plan, nor has the Borrower or any Guarantor failed
to make any  contributions  or to pay any  amounts  due and owing as required by
Section 412 of the Internal  Revenue Code,  Section 302 of ERISA or the terms of
any Plan prior to the due dates of such  contributions  under Section 412 of the
Internal  Revenue  Code or  Section  302 of ERISA,  nor has there been any event
requiring  any  disclosure  under Section  4041(c)(3)(C),  4063(a) or 4068(f) of
ERISA with respect to any Plan.

         (d) Prohibited Transactions and Payments.  Neither the Borrower nor any
Guarantor has: (1) engaged in a nonexempt  prohibited  transaction  described in
Section 406 of ERISA or Section 4975 of the Internal  Revenue Code; (2) incurred
any  liability to the PBGC which remains  outstanding  other than the payment of
premiums and there are no  prepayments  which are due and unpaid;  (3) failed to
make a required  contribution or payment to a Multiemployer  Plan; or (4) failed
to make a required  installment or other  required  payment under Section 412 of
the Internal Revenue Code.

         (e) No ERISA Termination Event. No Termination Event has occurred or is
reasonably expected to occur.

         (f) ERISA Litigation.  No material  proceeding,  claim,  lawsuit and/or
investigation  is existing or, to the best  knowledge of the Borrower  after due
inquiry,  threatened  concerning or involving any (1) employee  welfare  benefit
plan (as defined in Section 3(1) of ERISA)  currently  maintained or contributed
to by the Borrower, (2) Plan or (3) Multiemployer Plan.

         SECTION 7.17.  Environmental Matters.

         Each of the Borrower,  the  Guarantors and the other  Subsidiaries  has
obtained all Governmental  Approvals which are required under Environmental Laws
and is in compliance in all material  respects with all terms and  conditions of
such Governmental  Approvals and all such Environmental  Laws. The Parent is not
aware of, and has not received notice of, any past,  present,  or future events,
conditions,  circumstances,  activities, practices, incidents, actions, or plans
which,  with  respect  to the  Borrower,  the  Guarantors  or  any of the  other
Subsidiaries,  may interfere with or prevent compliance or continued  compliance
with Environmental  Laws, or may give rise to any common-law or legal liability,
or otherwise  form the basis of any claim,  action,  demand,  suit,  proceeding,
hearing,  study,  or  investigation,  based on or  related  to the  manufacture,
processing,  distribution,  use, treatment,  storage,  disposal,  transport,  or
handling or the  emission,  discharge,  release or  threatened  release into the
environment, of any pollutant,  contaminant,  chemical, or industrial, toxic, or
other Hazardous Material. There is no civil, criminal, or administrative action,
suit, demand,  claim,  hearing,  notice, or demand letter,  notice of violation,
investigation, or proceeding pending or, to the Parent's knowledge,  threatened,
against the Borrower,  any Guarantor or any other Subsidiary relating in any way
to Environmental Laws.

         SECTION 7.18.  Taxes.

         All  federal,  state  and  other  tax  returns  of  the  Borrower,  the
Guarantors  and the other  Subsidiaries  required by Applicable  Law to be filed
have been duly filed,  and all federal,  state and other taxes,  assessments and
other  governmental  charges or levies upon the  Borrower,  any Guarantor or any
other Subsidiary and their  respective  properties,  income,  profits and assets
which are due and payable have been paid, except any such nonpayment which is at
the time  permitted  under  Section 8.3.  None of the United  States  income tax
returns of the Borrower,  any Guarantor or any other Subsidiary are under audit.
No tax liens have been filed and no claims are being  asserted  with  respect to
any such taxes. All charges, accruals and reserves on the books of the Borrower,
each  Guarantor  and each  other  Subsidiary  in  respect  of any taxes or other
governmental charges are in accordance with GAAP.

         SECTION 7.19.  Investment Company; Public Utility Holding Company.

         Neither the Borrower,  any Guarantor nor any other Subsidiary is (i) an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment  Company Act of 1940, as amended,  (ii) a "holding
company" or a "subsidiary company" of a "holding company",  or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company",  within
the meaning of the Public Utility  Holding  Company Act of 1935, as amended,  or
(iii) subject to any other Applicable Law which purports to regulate or restrict
its ability to borrow money or to consummate the  transactions  contemplated  by
this Agreement or to perform its obligations under any Loan Document to which it
is a party.

         SECTION 7.20.  Full Disclosure.

         All written  information  furnished  by or on behalf of the Borrower or
any Guarantor to the Agent and the Lenders for purposes of or in connection with
this  Agreement  and the other Loan  Documents or any  transaction  contemplated
hereby is, and all such information  hereafter  furnished by or on behalf of the
Borrower or any  Guarantor  to the Agent or any of the Lenders  will be true and
accurate in all material  respects on the date as of which such  information  is
stated or certified and does not, and will not, fail to state any material facts
necessary to make the statements  contained  therein not misleading.  The Parent
has  disclosed  to the Agent in  writing  any and all facts  known to the Parent
which  materially  and adversely  affect or may affect (to the extent the Parent
can now reasonably foresee), the business,  operations or financial condition of
the Borrower, each Guarantor and each of the other Consolidated Subsidiaries, or
the ability of the Borrower or any  Guarantor to perform its  obligations  under
the Loan Documents to which it is a party.

         SECTION 7.21.  Not Plan Assets.

         Neither the assets of the Borrower nor any  Guarantor  constitute,  nor
will constitute,  plan assets, within the meaning of ERISA, the Internal Revenue
Code and the respective regulations promulgated thereunder, of any ERISA Plan or
Non-ERISA Plan. The execution,  delivery and performance of this Agreement,  and
the  borrowing  and  repayment  of  amounts  thereunder,  do not  and  will  not
constitute "prohibited transactions" under ERISA or the Internal Revenue Code.

         SECTION 7.22.  Business.

         The  Parent  and its  Consolidated  Subsidiaries,  are  engaged  in the
business of owning,  managing and developing community and neighborhood shopping
centers and other activities incidental thereto.

SECTION 7.23.  Title to Properties; Necessary Agreements, Licenses, Permits;
 Adverse Contracts.

         Each of the Borrower, the Guarantors and the other Subsidiaries (i) has
good and marketable  title to its assets and  properties  except as disclosed in
the consolidated  financial  statements of the Parent delivered to the Agent and
the Lenders,  (ii) is in compliance  with all real and personal  property leases
where the failure to so be in compliance would have a Materially Adverse Effect,
(iii) possess all necessary and  appropriate  agreements,  contracts,  franchise
arrangements,  patents,  trademarks,  licenses,  permits and other  intellectual
property  rights  free from  burdensome  or undue  restriction  and (iv) has not
infringed  upon or otherwise  violated any trademark,  patent,  license or other
intellectual  property agreement where such infringement would have a Materially
Adverse  Effect.  Neither  the  Borrower,  any  Guarantor  nor any of the  other
Subsidiaries  has assumed  liability  under or is a party to nor is it or any of
its  property  subject to or bound by any  forward  purchase  contract,  futures
contract, covenant not to compete,  unconditional purchase, take or pay or other
agreement  which  restricts  its  ability to conduct  its  business  or,  either
individually  or in the  aggregate,  has a  Materially  Adverse  Effect or could
reasonably be expected to have a Materially Adverse Effect.

         SECTION 7.24.  Non-Guarantor Entities.

         Schedule  7.24. is as of the date hereof a complete and correct list of
all  Non-Guarantor  Entities,  setting  forth for each such Person,  the correct
legal name of such  Person,  the type of legal entity which each such Person is,
and all equity  interests  in such Person held  directly  or  indirectly  by the
Parent. No Non-Guarantor  Entity satisfies any condition contained in clause (i)
or (ii) of Section 8.24.(a).

                             ARTICLE VIII. COVENANTS

         The Borrower  agrees that, so long as the Lenders have any  Commitments
hereunder or any Obligation remains unpaid:

         SECTION 8.1.  Information.

         The Borrower and the Parent, as applicable will deliver to the Agent:

         (a) Within 100 days after the end of each  fiscal  year of the  Parent,
the audited  consolidated balance sheet of the Parent and its Subsidiaries as at
the end of such fiscal year and the related audited  consolidated  statements of
income,  retained earnings and cash flows of the Parent and its Subsidiaries for
such fiscal year, setting forth in comparative form the figures as at the end of
and for the previous  fiscal year,  all of which shall be certified by the chief
financial  officer of the Parent in his or her opinion,  to present  fairly,  in
accordance with GAAP, the financial position of the Parent and its Subsidiaries,
as  applicable  as at the date  thereof  and the result of  operations  for such
period and by independent  certified public  accountants of recognized  national
standing  acceptable  to the  Agent,  whose  certificate  shall be in scope  and
substance  satisfactory to the Agent and who shall have authorized the Parent to
deliver such financial statements and certification thereof to the Agent and the
Lenders pursuant to this Agreement;

         (b) As soon as  available  and in any event  within  50 days  after the
close of each of the first,  second and third fiscal quarters of the Parent, the
consolidated  balance sheet of the Parent and its  Subsidiaries as at the end of
such period and the related consolidated statements of income, retained earnings
and cash flows of the Parent and its Subsidiaries for such period, setting forth
in each case in comparative  form the figures for the  corresponding  periods of
the previous fiscal year, all of which shall be certified by the chief financial
officer of the Parent in his or her opinion,  to present  fairly,  in accordance
with  GAAP,  the  consolidated   financial   position  of  the  Parent  and  its
Subsidiaries  as at the date  thereof  and the  results of  operations  for such
period (subject to normal year-end audit adjustments);

         (c)  simultaneously   with  the  delivery  of  each  set  of  financial
statements  referred  to in the  immediately  preceding  clauses  (a) and (b), a
certificate of the chief financial  officer of the Parent  substantially  in the
form of  Exhibit Q (i)  setting  forth in  reasonable  detail  the  calculations
required to establish whether the Parent was in compliance with the requirements
of Sections 8.12., 8.23. and 8.27. and Article IX. on the date of such financial
statements,  (ii) setting forth a schedule of all current Contingent Obligations
of the Parent, the Borrower, all Subsidiaries,  all Preferred Stock Entities and
all Unconsolidated  Affiliates and (iii) stating whether any Default or Event of
Default exists on the date of such  certificate  and, if any Default or Event of
Default then exists,  setting forth the details thereof and the action which the
Parent and the Borrower are taking or proposes to take with respect thereto;

         (d) as soon as available  and in any event within 50 days after the end
of each fiscal quarter of the Borrower,  (i) an  Unencumbered  Pool  Certificate
setting forth the information to be contained therein as of the last day of such
fiscal quarter and (ii) a list of all Non-Guarantor  Entities as of the last day
of such fiscal  quarter,  setting forth for each such Person,  the correct legal
name of such Person, the type of legal entity which each such Person is, and all
equity interests in such Person held directly or indirectly by the Parent;

         (e)  simultaneously   with  the  delivery  of  each  set  of  financial
statements  referred to in the immediately  preceding clause (a), a statement of
the firm of independent  public  accountants  which reported on such  statements
whether  anything has come to their  attention to cause them to believe that any
Default or Event of Default existed on the date of such statements;

         (f)  simultaneously   with  the  delivery  of  each  set  of  financial
statements referred to in the immediately preceding clauses (a) and (b), a "Line
Availability and Debt Capacity" report, certified by the chief financial officer
of the Parent, substantially in the form of such report provided to the Agent as
of December 11, 1998;

         (g) no later than November 1 of each calendar  year, the annual plan of
the Parent and its Consolidated  Subsidiaries  which plan shall at least include
capital and operating  expense budgets,  projections of sources and applications
of funds, a projected  balance sheet,  profit and loss projections of the Parent
and its Consolidated Subsidiaries for each quarter of the next succeeding fiscal
year and a update copy of Schedule 7.6.,  all itemized in reasonable  detail and
shall  also  set  forth  the pro  forma  calculations  required  (including  any
assumptions, where appropriate) to establish whether or not the Parent, and when
appropriate  its  Consolidated  Subsidiaries,  will be in  compliance  with  the
covenants  contained in Sections  8.12.  and 8.23. and Article IX. at the end of
each fiscal quarter of the next succeeding fiscal year;

         (h) promptly upon receipt thereof,  copies of all reports  submitted to
the  Borrower or the Parent or either the  Borrower's  general  partner's or the
Parent's Board of Directors,  as applicable,  by the Borrower's or Parent's,  as
applicable,  independent public accountants,  including without limitation,  any
management report;

         (i) within five days after any executive officer of either the Borrower
or  the  Parent  obtains  knowledge  of any  Default  or  Event  of  Default,  a
certificate  of the  president  or chief  financial  officer of the  Borrower or
Parent,  as applicable,  setting forth the details  thereof and the action which
the Borrower or Parent is taking or proposes to take with respect thereto;

         (j) promptly upon the mailing thereof to the shareholders of the Parent
generally,  copies of all financial statements,  reports, offering memoranda and
proxy statements so mailed;

         (k) within 10 days of the filing  thereof,  copies of all  registration
statements  (other than the exhibits thereto and any registration  statements on
Form S-8 or its  equivalent),  reports  on Forms  10-K,  10-Q and 8-K (or  their
equivalents) and all other periodic reports which the Parent shall file with the
Securities and Exchange  Commission (or any Governmental  Authority  substituted
therefor) or any national securities exchange;
         (l) promptly upon the release thereof,  copies of all press releases of
the Borrower and the Parent and any of its Subsidiaries;

         (m)  promptly  upon  obtaining  knowledge  thereof,  a  description  in
reasonable  detail of any action,  suit or  proceeding  commenced or  threatened
against the Borrower,  any Guarantor,  any Subsidiary or any  Unencumbered  Pool
Property which is reasonably likely to have a Materially Adverse Effect;

         (n)  promptly  upon  the  occurrence  thereof,  written  notice  of any
material change in the senior management of the Borrower or the Parent;

         (o) promptly upon the  occurrence  thereof,  a copy of any amendment to
the  articles  of  incorporation,   bylaws,  operating  agreement,   partnership
agreement or other  organizational  or constituent  document of the Parent,  the
Borrower or any Guarantor;

         (p) upon request by the Agent, all financial information  maintained on
the Parent, the Borrower,  any Guarantor and the individual real estate projects
owned by the Parent, the Borrower or any Guarantor,  including,  but not limited
to, property cash flow reports, property budgets, operating statements,  leasing
status  reports  (both  actual  occupancy  and  leased  occupancy),   contingent
liability summary, note receivable summary, summary of cash and cash equivalents
and overhead and capital improvement budgets;

         (q) within 10 days of the filing thereof,  each federal or state income
tax  return  of  the  Parent,  the  Borrower,  each  Guarantor  and  each  other
Subsidiary;

         (r) written  notice not later than public  disclosure  of any  material
Investments,  material acquisitions,  dispositions,  disposals,  divestitures or
similar transactions involving Property, the raising of additional equity or the
incurring  or  repayment of material  Indebtedness,  by or with the Parent,  the
Borrower, any Guarantor or any other Subsidiary;

         (s) if, in connection with a request by the Borrower that a Property be
accepted as an  Unencumbered  Pool Property,  the Borrower was unable to provide
any  operating  statement or occupancy  report for the entire  period called for
under clause (ii) or (iv) of Section  4.1.(a)  because such  information was not
reasonably  available  to the Borrower  but such  information  does later become
available to the Borrower,  the Borrower  will promptly  provide such reports to
the Agent and the Lenders;

         (t) promptly upon the request of the Agent,  evidence of the Borrower's
calculation  of  the  Ownership  Share  with  respect  to  a  Subsidiary  or  an
Unconsolidated Affiliate, such evidence to be in form and detail satisfactory to
the Agent and the Majority Lenders; and

         (u) from  time to time and  promptly  upon  each  request,  such  data,
certificates,  reports,  statements,  opinions of counsel,  documents or further
information regarding the business,  assets,  liabilities,  financial condition,
results of operations  or business  prospects of the Parent,  the Borrower,  any
Guarantor  or any other  Subsidiary  as the Agent or any Lender  may  reasonably
request.

         SECTION 8.2.  ERISA Reporting.

         The Borrower shall deliver to the Agent as soon as possible, and in any
event within 10 Business Days after the Borrower knows that any of the events or
conditions  specified below with respect to any Plan or  Multiemployer  Plan has
occurred or exists,  a statement  signed by the chief  financial  officer of the
Borrower  setting  forth  details  respecting  such event or  condition  and the
action,  if any, that the Borrower or its ERISA Affiliate  proposes to take with
respect thereto (and a copy of any report or notice required to be filed with or
given to PBGC by the Borrower or an ERISA  Affiliate  with respect to such event
or condition):

         (a) any reportable  event,  as defined in Section  4043(b) of ERISA and
the regulations issued thereunder,  with respect to a Plan, as to which PBGC has
not by regulation  waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event (provided that a failure
to meet the minimum funding standard of Section 412 of the Internal Revenue Code
or Section 302 of ERISA, including,  without limitation,  the failure to make on
or  before  its due date a  required  installment  under  Section  412(m) of the
Internal  Revenue Code or Section 302(e) of ERISA,  shall be a reportable  event
regardless of the issuance of any waivers in accordance  with Section  412(d) of
the Internal Revenue Code); and any request for a waiver under Section 412(d) of
the Internal Revenue Code for any Plan;

         (b) the distribution  under Section 4041 of ERISA of a notice of intent
to terminate any Plan or any action taken by the Borrower or an ERISA  Affiliate
to terminate any Plan;

         (c) the institution by PBGC of proceedings  under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan,
or the  receipt  by the  Borrower  or any  ERISA  Affiliate  of a notice  from a
Multiemployer  Plan that such action has been taken by PBGC with respect to such
Multiemployer Plan;

         (d) the complete or partial withdrawal from a Multiemployer Plan by the
Borrower or any ERISA  Affiliate that results in liability under Section 4201 or
4204 of ERISA  (including  the  obligation to satisfy  secondary  liability as a
result of a  purchaser  default)  or the  receipt by the  Borrower  or any ERISA
Affiliate of notice from a Multiemployer  Plan that it is in  reorganization  or
insolvency  pursuant  to  Section  4241 or 4245 of ERISA or that it  intends  to
terminate or has terminated under Section 4041A of ERISA;

         (e) the institution of a proceeding by a fiduciary of any Multiemployer
Plan  against the  Borrower  or any ERISA  Affiliate  to enforce  Section 515 of
ERISA, which proceeding is not dismissed within 30 days; and

         (f) the adoption of an amendment to any Plan that,  pursuant to Section
401 (a)(29) of the Internal  Revenue Code or Section 307 of ERISA,  would result
in the loss of  tax-exempt  status of the trust of which  such Plan is a part if
the Borrower or an ERISA Affiliate fails to timely provide  security to the Plan
in accordance with the provisions of said Sections.

         SECTION 8.3.  Payment of Obligations.

         The Borrower and the Parent will pay and discharge, and will cause each
Guarantor and each other  Subsidiary of the Parent to pay and  discharge,  at or
before  maturity,  all their  respective  material  obligations and liabilities,
including,  without  limitation,  tax liabilities,  except where the same may be
contested in good faith by appropriate  proceedings  unless the contest  thereof
would have a Materially Adverse Effect,  and will maintain,  and will cause each
Guarantor  and each other  Subsidiary  of the Parent to maintain,  in accordance
with GAAP, appropriate reserves for the accrual of any of the same.

         SECTION 8.4.  Preservation of Existence and Similar Matters.

         The Borrower and the Parent shall preserve and maintain, and cause each
Guarantor and each other Subsidiary of the Parent to preserve and maintain,  its
respective  existence,  rights,  franchises,  licenses  and  privileges  in  the
jurisdiction of its formation and qualify and remain qualified and authorized to
do business in each jurisdiction in which the character of its properties or the
nature of its business  requires such  qualification and authorization and where
the failure to be so authorized  and qualified  would have a Materially  Adverse
Effect.

         SECTION 8.5.  Maintenance of Property.

         The Borrower and the Parent shall, and shall cause each other Guarantor
and each other  Subsidiary of the Parent to, (a) protect and preserve all of its
material  properties,   including  without  limitation,  all  Unencumbered  Pool
Properties,  and  maintain  in good  repair,  working  order and  condition  all
tangible  properties,  and (b)  from  time to time  make or cause to be made all
needed and appropriate  repairs,  renewals,  replacements  and additions to such
properties.

         SECTION 8.6.  Conduct of Business.

         The Borrower and the Parent shall at all times carry on, and cause each
other  Guarantor  and each  other  Subsidiary  of the  Parent to carry  on,  its
respective businesses in the same fields as engaged in on the Agreement Date and
not enter,  and not permit any other  Guarantor or any other  Subsidiary  of the
Parent to enter,  into any line of  business  not  otherwise  engaged in by such
Person as of the Agreement Date.

         SECTION 8.7.  Insurance.

         The  Borrower  and the  Parent  shall  maintain,  and cause  each other
Guarantor and each other  Subsidiary of the Parent to maintain,  insurance  with
financially  sound and reputable  insurance  companies against such risks and in
such amounts as is  customarily  maintained  by similar  businesses or as may be
required by Applicable Law. Such insurance shall, in any event, include fire and
extended coverage, public liability,  property damage, workers' compensation and
flood insurance (if required under  Applicable Law). The Borrower and the Parent
shall from time to time  deliver to the Agent or any Lender  upon its  request a
detailed  list,  together with copies of all policies of the  insurance  then in
effect,  stating the names of the insurance companies,  the amounts and rates of
the insurance,  the dates of the expiration thereof and the properties and risks
covered thereby.

         SECTION 8.8.  Modifications to Material Contracts.

         The Borrower  and the Parent shall not enter into,  or permit any other
Guarantor or any other  Subsidiary of the Parent to enter into, any amendment or
modification  to any  Material  Contract  or default in the  performance  of any
obligations  of the  Parent,  the  Borrower,  any other  Guarantor  or any other
Subsidiary  of the  Parent  in any  Material  Contract  or permit  any  Material
Contract to be canceled or terminated prior to its stated maturity.

         SECTION 8.9.  Environmental Laws.

         The  Borrower  and  the  Parent  shall  comply,  and  cause  all  other
Guarantors and all other  Subsidiaries of the Parent to comply,  in all material
respects with all  Environmental  Laws. If the Parent,  the Borrower,  any other
Guarantor or any other Subsidiary shall (a) receive notice that any violation of
any  Environmental  Law may have been  committed  or is about to be committed by
such Person, (b) receive notice that any administrative or judicial complaint or
order has been filed or is about to be filed  against the Parent,  the Borrower,
any  other  Guarantor  or  any  other  Subsidiary  alleging  violations  of  any
Environmental Law or requiring the Parent, the Borrower,  any other Guarantor or
any other  Subsidiary  to take any  action in  connection  with the  release  of
Hazardous  Materials or (c) receive any notice from a Governmental  Authority or
private party alleging that the Parent, the Borrower, any other Guarantor or any
other  Subsidiary  may be liable or  responsible  for  costs  associated  with a
response to or cleanup of a release of Hazardous Materials or any damages caused
thereby,  the Parent shall promptly provide the Agent with a copy of such notice
and in any event  within 10 days after the receipt  thereof by the  Parent,  the
Borrower,  any other  Guarantor  or any other  Subsidiary.  The Borrower and the
Parent shall, and shall cause each other Guarantor and each other Subsidiary to,
promptly  take all actions  necessary to prevent the  imposition of any Liens on
any  of  their  respective   properties   arising  out  of  or  related  to  any
Environmental Laws.

         SECTION 8.10.  Compliance with Laws and Material Contracts.

         The Borrower and the Parent will comply, and cause each other Guarantor
and each other Subsidiary to comply,  with (a) all Applicable Laws, except where
the failure to so comply would not have a Materially  Adverse Effect and (b) all
terms and conditions of all Material Contracts to which it is a party.

         SECTION 8.11.  Inspection of Property, Books and Records.

         The  Borrower  and the  Parent  will  keep,  and will  cause each other
Guarantor  and each  other  Subsidiary  of the Parent to keep,  proper  books of
record and account in which full,  true and correct entries shall be made of all
dealings and  transactions in relation to its business and activities;  and will
permit,  and will cause each other  Guarantor  and each other  Subsidiary of the
Parent  to  permit,  representatives  of the  Agent or any  Lender  to visit and
inspect any of their respective  properties,  to examine and make abstracts from
any of their  respective  books and  records  and to  discuss  their  respective
affairs,  finances and accounts with their  respective  officers,  employees and
independent public  accountants in the Borrower's  presence prior to an Event of
Default,  all at such reasonable times during business hours and as often as may
reasonably be desired and with reasonable  notice so long as no Event of Default
shall have occurred and be continuing.

         SECTION 8.12.  Indebtedness.

         The  Borrower  and the Parent  will not,  and will not permit any other
Guarantor  or  any  Subsidiary  to,  incur,   assume  or  suffer  to  exist  any
Indebtedness other than:

         (a)      Indebtedness under this Agreement;

         (b)      Indebtedness set forth in Schedule 7.6.;

         (c)      Indebtedness represented by declared but unpaid dividends; and

         (d) Secured Indebtedness and other Unsecured  Indebtedness that is pari
passu with and is not  subordinate in right of payment or otherwise to the Loans
and the other  Obligations,  so long as (i) no Default or Event of Default shall
have  occurred  and be  continuing  and  (ii)  the  incurrence  of such  Secured
Indebtedness or other Unsecured Indebtedness would not cause the occurrence of a
Default or Event of Default, including without limitation, a Default or Event of
Default resulting from a violation of Section 9.2.
or 9.3.

         SECTION 8.13.  Consolidations, Mergers and Sales of Assets.

         The  Borrower  and the Parent shall not, and shall not permit any other
Guarantor  or any  other  Subsidiary  of the  Parent  to,  (a)  enter  into  any
transaction  of merger or  consolidation;  (b)  liquidate,  wind-up or  dissolve
itself (or suffer any liquidation or dissolution)  or (c) convey,  sell,  lease,
sublease,  transfer or otherwise dispose of, in one or a series of transactions,
any  Unencumbered  Pool  Property  or  any  interest  therein,  or  all  or  any
substantial  part of its  business or assets,  or the capital  stock of or other
equity  interests in any  Subsidiary,  except that (i) a Subsidiary may merge or
consolidate  with the Borrower or a Wholly Owned  Subsidiary of the Borrower and
(ii) a Subsidiary may sell, transfer or dispose of its assets to the Borrower or
a Wholly Owned Subsidiary.  Further,  the Borrower and the Parent shall not, and
shall not permit any Guarantor nor any other  Subsidiary of the Parent to, enter
into any  sale-leaseback  transactions or other transaction by which the Parent,
the Borrower, any other Guarantor or any other Subsidiary shall remain liable as
lessee (or the  economic  equivalent  thereof) of any real or personal  property
that it has sold or leased to another Person.

         SECTION 8.14.  Use of Proceeds and Letters of Credit.

         The   Borrower   will   only  use  the   proceeds   of  the  Loans  for
pre-development costs,  development costs,  acquisitions,  capital expenditures,
working capital and general corporate purposes, equity investments, repayment of
Indebtedness or scheduled amortization payments on Indebtedness, financing loans
to Subsidiaries,  Unconsolidated Affiliates,  Preferred Stock Entities and other
Affiliates  of the  Borrower  for  development  activities,  and  for  no  other
purposes. The Borrower will not use any proceeds of the Loans for the purpose of
purchasing or carrying any "margin  stock"  within the meaning of  Regulations U
and X. The  Borrower  will use the Letters of Credit only for the same  purposes
for which it may use the proceeds of Loans.  The Borrower shall use the proceeds
of the initial Revolving Loans made on the Effective Date to satisfy in full all
outstanding  financial  obligations  owing by PRT under the  Existing PRT Credit
Agreement  and other  Loan  Documents  (as  defined in the  Existing  PRT Credit
Agreement)  and the Bridge  Facility and the other Loan Documents (as defined in
the Bridge Facility).

         SECTION 8.15. Tenant Concentration.

         Neither the Borrower  nor the Parent  shall  permit the  Adjusted  Base
Rents from any  single  tenant  (excluding  Credit  Tenants  but  including  all
Affiliates of such tenant other than Credit Tenants),  to exceed 15% of Adjusted
Base Rents from all Properties of the Parent and its Subsidiaries.

         SECTION 8.16. Acquisitions.

         The  Borrower  and the  Parent  shall  not,  and shall not  permit  any
Subsidiary to, make any Acquisition in which the consideration  paid (whether by
way of payment of cash,  issuance of capital stock,  assumption of Indebtedness,
or otherwise) by the Borrower,  the Parent or such Subsidiary  equals or exceeds
35% of the  sum of  (a)  total  consolidated  assets  of  the  Parent  plus  (b)
consolidated  accumulated  depreciation  of the Parent  unless (i) no Default or
Event of Default  shall have occurred and be  continuing,  (ii) the Parent shall
have given the Agent and the  Lenders at least 30 days prior  written  notice of
such  Acquisition and (iii) the Parent shall have delivered to the Agent and the
Lenders a Compliance  Certificate,  calculated on a pro forma basis,  evidencing
the Borrower's and Parent's  continued  compliance with the terms and conditions
of this Agreement and the other Loan Documents,  including  without  limitation,
the financial  covenants  contained in Article IX.,  after giving effect to such
Acquisition.

         SECTION 8.17.  Exchange Listing.

         The Parent  shall  cause its common  stock to be listed for  trading on
either the New York Stock Exchange or the American Stock Exchange.

         SECTION 8.18.  REIT Status.

         Parent will at all times maintain its status as a REIT.

         SECTION 8.19.  Negative Pledge; Restriction on Distribution Rights.

         The  Borrower  and  Parent  shall  not,  and shall not permit any other
Guarantor or other  Subsidiary of the Parent,  to (a) create,  assume,  incur or
permit or suffer to exist any Lien upon any of the Unencumbered  Pool Properties
or any direct or indirect  ownership  interest of the Borrower in any  Guarantor
owning any  Unencumbered  Pool Property,  other than Permitted  Liens; (b) enter
into or assume any agreement  (other than the Loan  Documents)  prohibiting  the
creation or  assumption of any Lien upon its  properties or assets,  whether now
owned or hereafter acquired; or (c) create or otherwise cause or suffer to exist
or become effective any consensual encumbrance or restriction of any kind on the
ability of any Subsidiary  to: (i) pay dividends or make any other  distribution
on any of such Subsidiary's  capital stock or other equity interest owned by the
Parent or any other Subsidiary;  (ii) pay any Indebtedness owed to the Parent or
any other  Subsidiary;  (iii) make loans or  advances to the Parent or any other
Subsidiary;  or (iv) transfer any of its property or assets to the Parent or any
other Subsidiary.

         SECTION 8.20.  Agreements with Affiliates.

         The  Borrower  and the Parent shall not, and shall not permit any other
Guarantor or any other  Subsidiary of the Parent to, enter into any  transaction
requiring such Person to pay any amounts to or otherwise  transfer  property to,
or pay any  management or other fees to, any  Affiliate  other than on terms and
conditions  substantially as favorable to the Parent,  the Borrower,  such other
Guarantor  or such  other  Subsidiary  as would be  obtainable  at the time in a
comparable arm's-length transaction with a Person not an Affiliate.

         SECTION 8.21.  ERISA Exemptions.

         The  Borrower  and the Parent shall not, and shall not permit any other
Guarantor or any other  Subsidiary  to, permit any of its  respective  assets to
become  or be  deemed to be "plan  assets"  within  the  meaning  of ERISA,  the
Internal Revenue Code and the respective regulations promulgated thereunder,  of
any ERISA Plan or any Non-ERISA Plan.

         SECTION 8.22.  Compliance with and Amendment of Charter or Bylaws.

         The Borrower and the Parent will,  and will cause each other  Guarantor
to (a) comply with the terms of its articles of incorporation, bylaws, operating
agreement, partnership agreement or other organizational or constituent document
and (b) not  amend,  supplement,  restate  or  otherwise  materially  modify its
articles of incorporation,  by-laws, operating agreement,  partnership agreement
or other  organizational  or  constituent  document  without  the prior  written
consent of the Lenders whose combined Pro Rata Shares equal or exceed 51% except
as is required (i) under Applicable Laws or (ii) in order to maintain compliance
with Section 8.18.

         SECTION 8.23.  Distributions.

         If no Event of Default shall have occurred and be  continuing,  none of
the  Parent,   the  Borrower  or  any   Subsidiary   (other  than  Wholly  Owned
Subsidiaries)  shall  directly  or  indirectly  declare  or make,  or incur  any
liability to make, any Restricted  Payments other than (a)(i)  distributions  to
its shareholders,  partners or members, as applicable, and (ii) payments made by
the Parent to  purchase  outstanding  shares of the common  stock of the Parent,
which  distributions and payments in the aggregate shall not exceed 95% of Funds
From Operations as of the end of each fiscal quarter for the four fiscal quarter
period then ending; provided, however, that any payments made pursuant to clause
(ii) above shall not exceed 10% of Funds from  Operations  for such four quarter
period and (b) distributions of capital gains resulting from certain asset sales
to the extent necessary to maintain compliance with Section 8.18. If an Event of
Default under Section 10.1.(a) shall have occurred and be continuing as a result
of the  Borrower's  failure to pay any  principal  of or  interest on any of the
Obligations,  none of the Parent,  the  Borrower or any  Subsidiary  (other than
Wholly-Owned  Subsidiaries)  shall  directly or  indirectly  declare or make, or
incur any  liability to make,  any  Restricted  Payments.  If any other Event of
Default shall have occurred and be continuing,  none of the Parent, the Borrower
or any  Subsidiary  (other than Wholly  Owned  Subsidiaries)  shall  directly or
indirectly  declare or make,  or incur any  liability  to make,  any  Restricted
Payments except that the Parent may make  distributions  to its  shareholders in
the minimum amount necessary to maintain compliance with Section 8.18.

         SECTION 8.24.  New Guarantors.

         (a)  Generally.  The  Parent  shall  cause any  Subsidiary  that is not
already a Guarantor and to which any of the following  conditions  apply (each a
"New  Guarantor")  to execute and deliver to the Agent an  Accession  Agreement,
together  with the other items  required to be delivered  under the  immediately
following subsection (b):

                  (i) any  Subsidiary  that  Guarantees,  or  otherwise  becomes
         obligated in respect of, any  Indebtedness  of (1) the Parent;  (2) the
         Borrower; (3) any other Subsidiary of the Parent or the Borrower or (4)
         any Non-Guarantor Entity; and

                  (ii)  any  other  Subsidiary  that  can  become a party to the
         Guaranty without violating: (1) terms of its articles of incorporation,
         bylaws,  operating  agreement,  partnership  agreement,  declaration of
         trust or other similar organizational  document,  which terms expressly
         prohibit such Subsidiary  from providing  Guarantees of Indebtedness of
         any other Person or otherwise  incurring  any  Indebtedness  or (2) any
         fiduciary  obligation owing by such Subsidiary to the holders of equity
         interest in such Subsidiary and imposed under Applicable Law; provided,
         however, the condition of this clause (ii) shall be deemed not to apply
         to (A) Retail Property  Partners Limited  Partnership at any time prior
         to June 30, 1999 nor (B) any Single Asset Subsidiary.

Any such Accession  Agreement and the other items required under the immediately
following  subsection  (b) must be  delivered to the Agent no later than 10 days
following  the date on which  any of the above  conditions  first  applies  to a
Subsidiary.

         (b)  Required  Deliveries.  Each  Accession  Agreement  required  to be
delivered by a New Guarantor  under the  immediately  preceding  subsection  (a)
shall be accompanied by all of the following  items,  each in form and substance
satisfactory to the Agent:

                  (i) the articles of  incorporation,  articles of organization,
         certificate of limited  partnership or other comparable  organizational
         instrument (if any) of such New Guarantor certified as of a recent date
         by the  Secretary  of  State  of the  State  of  formation  of such New
         Guarantor;

                  (ii) a Certificate  of Good Standing or certificate of similar
         meaning with respect to such New  Guarantor  issued as of a recent date
         by the  Secretary  of  State  of the  State  of  formation  of such New
         Guarantor and  certificates of  qualification  to transact  business or
         other  comparable  certificates  issued by each Secretary of State (and
         any state department of taxation, as applicable) of each state in which
         such New Guarantor is required to be so qualified;

                  (iii) a certificate  of incumbency  signed by the Secretary or
         Assistant Secretary (or other individual  performing similar functions)
         of such New Guarantor  with respect to each of the officers of such New
         Guarantor authorized to execute and deliver the Loan Documents to which
         such New Guarantor is a party;

                  (iv) copies certified by the Secretary or Assistant  Secretary
         of New Guarantor (or other individual  performing similar functions) of
         (1) the  by-laws of New  Guarantor,  if a  corporation,  the  operating
         agreement,  if a limited liability company, the partnership  agreement,
         if a limited or general  partnership,  or other comparable  document in
         the case of any  other  form of  legal  entity  and (2) all  corporate,
         partnership,  member  or  other  necessary  action  taken  by such  New
         Guarantor to authorize the execution,  delivery and  performance of the
         Loan Documents to which it is a party;

                  (v) an  opinion  of  Foley &  Lardner,  counsel  to  Borrower,
         addressed to the Agent and Lenders, and regarding,  among other things,
         the authority of such New Guarantor to execute, deliver and perform the
         Guaranty,  and such  other  matters  as the  Agent or its  counsel  may
         request; and

                  (vi) such other  documents  and  instruments  as the Agent may
         reasonably request.

         SECTION 8.25.  Acquisitions or Developments of Properties.

         Neither the Parent nor any of its Subsidiaries  other than the Borrower
and  its  Subsidiaries  shall  acquire  or  develop  any  Property  directly  or
indirectly  through  the  Acquisition  of a  Subsidiary  other  than  Properties
acquired or developed by the Parent and such  Subsidiaries on or before December
31, 1997; provided,  however, that (a) Delk Spectrum,  L.P., a Subsidiary of the
Parent,  may acquire and develop  Properties  after December 31, 1997 so long as
the aggregate value of such Properties is equal to or less than $13,000,000; (b)
Regency  Office may acquire the Regency  Office  Properties;  (c) the Parent may
acquire   Preferred  Stock  (that  is  not  Voting  Stock)  of  PRT  Development
Corporation,  and its Wholly Owned  Subsidiary  Fountain  Valley LLC (which only
owns  the  Property  referred  to as  "Fountain  Valley"),  pursuant  to the PRT
Acquisition;  (d) the Parent may  acquire a general  partner  interest in Retail
Property Partners Limited Partnership pursuant to the PRT Acquisition so long as
(i) the Parent  transfers  such  interest to the  Borrower  (or Retail  Property
Partners  Limited  Partnership  merges with and into the Borrower) prior to June
30,  1999 and (ii) the  Properties  held by  Retail  Property  Partners  Limited
Partnership  have an aggregate book value plus  accumulated  depreciation  of no
more than  $140,000,000;  (e) the  Parent may  acquire  PRT  Sunnyside  LLC as a
Subsidiary  pursuant to the PRT Acquisition so long as the Parent  transfers all
of its ownership  interest in such  Subsidiary to the Borrower prior to June 30,
1999 and (f) the Parent may acquire the  Properties  described on Schedule 8.25.
pursuant to the PRT Acquisition.

         SECTION 8.26.  Transfer of Properties to Borrower.

         The Parent shall cause each of RRC General SPC,  Inc., RRC Limited SPC,
Inc., RSP IV Criterion,  Ltd., Regency Rosewood Temple Terrace,  Ltd.,  Treasure
Coast Investors,  Ltd., Landcom Regency Mandarin, Ltd., RRC FL SPC, Inc., RRC AL
SPC,  Inc.,  and RRC MS SPC,  Inc.  to  transfer  all  Properties  owned by such
entities to the Borrower  upon the earlier of the  prepayment or the maturity of
the those certain Mortgage  Pass-Through  Certificates (Series 1993-1) issued by
RRC Lender, Inc. in the aggregate principal amount $51,000,000  pursuant to that
certain Trust Agreement dated as of November 5, 1993, between RRC Lender,  Inc.,
as depositor and Banker's Trust Company,  as Trustee (the foregoing  transaction
referred to herein as the "Banker's Trust Securitized Loan") provided,  however,
that the Parent may sell any of such  Properties  to a third  party prior to the
maturity of the  Banker's  Trust  Securitized  Loan.  The  maturity  date of the
Banker's  Trust  Securitized  Loan  shall not be  extended  beyond  its  current
maturity of November 5, 2000.  Notwithstanding  the foregoing,  the Parent shall
not be required to transfer  such  Properties if this  Agreement is amended,  in
form and  substance  satisfactory  to the Agent,  to provide that the  financial
covenants set forth in Article IX. be tested separately for the Borrower and its
Consolidated Subsidiaries and the Parent and its Consolidated Subsidiaries.

         SECTION 8.27.  Asset Value of Non-Guarantor Entities.

         At no  time  shall  the  aggregate  Asset  Value  of the  Non-Guarantor
Entities  obligated  in  respect  of any  Indebtedness  other  than  Nonrecourse
Indebtedness  exceed  10%  of the  Gross  Asset  Value  of the  Parent  and  its
Subsidiaries determined on a consolidated basis.

         SECTION 8.28.  Year 2000 Compliance.

         The  Borrower  will  take  all  action  necessary  to  assure  that the
Borrower's  and its  Subsidiaries'  computer  systems  are able to  operate  and
effectively  process data  including  dates on and after January 1, 2000. At the
request of the Agent,  the Borrower will provide the Agent assurance  acceptable
to the Agent of such "Year 2000" compatibility.

         SECTION 8.29.  Hedging Agreements.

         The  Borrower  and the  Parent  shall  not,  and shall not  permit  any
Subsidiary of the Parent to, create, incur or suffer to exist any obligations in
respect of Hedging Agreements other than (a) Hedging Agreements  existing on the
date hereof and described in Schedule  8.29.;  (b) interest rate cap  agreements
and  (c)  interest  rate  Hedging  Agreements   (excluding   interest  rate  cap
agreements)  entered  into  from  time  to  time  after  the  date  hereof  with
counterparties  that  are  nationally  recognized,  investment  grade  financial
institutions in an aggregate  notional amount not to exceed  $635,000,000 at any
time  outstanding;  provided  that,  no Hedging  Agreement  otherwise  permitted
hereunder may be speculative in nature.

                         Article IX. Financial Covenants

         SECTION 9.1.  Minimum Net Worth.

         The Parent shall not at any time permit its Net Worth  determined  on a
consolidated basis to be less than :

         (a)  At any  time  prior  to the  Parent's  delivery  of the  financial
statements  described in Section 8.1.(b) for the fiscal quarter ending March 31,
1999,  an amount equal to (i) 90% of the Net Worth of the Parent as of September
30, 1998  determined on a consolidated  basis giving pro forma effect to the PRT
Acquisition  plus  (ii) 90% of the sum of (x) the  amount  of  proceeds  (net of
transaction  costs)  received by the Parent from the sale or issuance of shares,
options,  warrants or other equity  securities  of any class or character of the
Parent after September 30, 1998 (excluding any such equity  securities issued in
connection  with the PRT  Acquisition)  which affect the Net Worth of the Parent
plus (y) any  positive  change  in the  Parent's  Net Worth  occurring  upon the
issuance  of any shares of the Parent in exchange  for the  limited  partnership
units held by the limited partners of the Borrower; and

         (b) At any time after the Parent's delivery of the financial statements
described in Section  8.1.(b) for the fiscal  quarter  ending March 31, 1999, an
amount  equal  to (i)  90% of the  Net  Worth  of  the  Parent  determined  on a
consolidated basis as of the end of such fiscal quarter plus (ii) 90% of the sum
of (x) the amount of proceeds (net of transaction  costs) received by the Parent
from  the  sale or  issuance  of  shares,  options,  warrants  or  other  equity
securities  of any class or  character  of the Parent after March 31, 1999 which
affect the Net Worth of the Parent plus (y) any positive  change in the Parent's
Net Worth  occurring  upon the  issuance of any shares of the Parent in exchange
for the limited partnership units held by the limited partners of the Borrower.

         SECTION 9.2.  Ratio of Total Liabilities to Gross Asset Value.

         The Parent shall not at any time permit the ratio of Total  Liabilities
of the Parent and its Subsidiaries  determined on a consolidated  basis to Gross
Asset  Value of the Parent and its  Subsidiaries  determined  on a  consolidated
basis to exceed 0.525 to 1.00 at any time.

         SECTION 9.3.  Ratio of Secured Indebtedness to Gross Asset Value.

         The  Parent  shall  not  at  any  time  permit  the  ratio  of  Secured
Indebtedness  of the Parent and its  Subsidiaries  determined on a  consolidated
basis to Gross Asset Value of the Parent and its  Subsidiaries  determined  on a
consolidated basis to exceed 0.35 to 1.00 at any time.
         SECTION 9.4.  Ratio of EBITDA to Interest Expense.

         The  Parent  shall not permit the ratio of EBITDA of the Parent and its
Subsidiaries  determined  on a  consolidated  basis to  Interest  Expense of the
Parent and its  Subsidiaries  determined on a consolidated  basis for any fiscal
quarter to be less than 2.0 to 1.0 at the end of such fiscal quarter.

         SECTION 9.5.  Ratio of EBITDA to Debt Service, Preferred Stock 
Distributions and Reserve for Replacements.

         The  Parent  shall not permit the ratio of (a) EBITDA of the Parent and
its Subsidiaries  determined on a consolidated  basis to (b) the sum of (i) Debt
Service of the Parent and its  Subsidiaries  determined on a consolidated  basis
plus (ii) any  distributions  by the Parent or any  Subsidiary to the holders of
Preferred  Stock issued by the Parent or any such  Subsidiary plus (iii) Reserve
for  Replacements  for all of the Properties of the Parent and its  Consolidated
Subsidiaries for any fiscal quarter to be less than 1.75 to 1.00 for such fiscal
quarter.

         SECTION 9.6.  Unsecured Interest Expense Coverage.

         The Parent shall not permit the ratio of  Unencumbered  NOI to Interest
Expense on Unsecured Indebtedness of the Parent and its Subsidiaries  determined
on a consolidated  basis for any fiscal quarter to be less than 1.75 to 1.00 for
such fiscal quarter.

         SECTION 9.7.  Permitted Investments.

         (a) The Parent shall not make any  Investment in or otherwise  own, and
shall not permit the Borrower,  any other  Guarantor or any other  Subsidiary to
make an  Investment in or otherwise  own, the following  items which would cause
the aggregate  value of such holdings of the Parent,  the Borrower and the other
Subsidiaries  to exceed the following  percentages  of the Parent's  Gross Asset
Value:

                  (i) unimproved real estate, such that the aggregate book value
         of all such  unimproved  real estate  exceeds 10% of the Parent's Gross
         Asset Value;

                 (ii) Common  stock,  preferred  stock,  other  capital  stock,
         beneficial interest in trust,  membership interest in limited liability
         companies   and  other  equity   interests   in  Persons   (other  than
         Subsidiaries and  Unconsolidated  Affiliates),  such that the aggregate
         value of such interests calculated on the basis of the lower of cost or
         market, exceeds 5% of the Parent's Gross Asset Value;

                (iii)  Mortgages  in favor of the Parent,  the Borrower or any
         other  Subsidiary,  such that the aggregate book value of  Indebtedness
         secured by such Mortgages exceeds 5% of the Parent's Gross Asset Value;

                 (iv) Investments in Unconsolidated  Affiliates,  such that the
         aggregate value of such  Investments  exceeds 15% of the Parent's Gross
         Asset Value.  For purposes of this clause (iv), the "value" of any such
         Investment in such a non-corporate  Person shall equal (1) with respect
         to any of such Person's  Properties  under  construction,  the Parent's
         Ownership  Share of the book value of  Construction in Process for such
         Property as of the date of determination and (2) with respect to any of
         such  Person's  Properties  which  have been  completed,  the  Parent's
         Ownership  Share of Capitalized  EBITDA of such Person  attributable to
         such Properties; and

         In addition to the foregoing  limitations,  the aggregate  value of the
Investments subject to the limitations in the preceding clauses (i) through (iv)
shall not exceed 25% of the Parent's Gross Asset Value.

         Additionally,  the  aggregate  amount of the  Construction  Budgets for
Development  Properties  in which the  Parent  either  has a direct or  indirect
ownership  interest shall not exceed 20% of the Parent's Gross Asset Value. If a
Development Property is owned by an Unconsolidated  Affiliate of the Parent, the
Borrower  or any  Subsidiary,  then the  greater  of (1) the  product of (A) the
Parent's,   the  Borrower's  or  such  Subsidiary's   Ownership  Share  in  such
Unconsolidated  Affiliate and (B) the amount of the Construction Budget for such
Development Property or (2) the recourse obligations of the Parent, the Borrower
or  such  Subsidiary   relating  to  the  Indebtedness  of  such  Unconsolidated
Affiliate, shall be used in calculating such investment limitation.

         SECTION 9.8.  Floating Rate Debt.

         The  Parent  will not and will not permit  any of its  Subsidiaries  to
incur,  assume  or suffer to exist  any  Unprotected  Floating  Rate Debt of the
Parent and its Subsidiaries  determined on a consolidated  basis in an aggregate
outstanding principal amount in excess of 25% of Gross Asset Value of the Parent
and its Subsidiaries determined on a consolidated basis at any time.

         SECTION 9.9.  Limitation on Non-Wholly Owned Subsidiaries, Preferred 
Stock Entities and Unconsolidated Affiliates.

         The Borrower  shall not permit the sum of (a) the value of  Investments
in  Unconsolidated  Affiliates plus (b) the  Capitalized  EBITDA of Consolidated
Subsidiaries  which are not Wholly Owned Subsidiaries to exceed 25% of the Gross
Asset  Value of the Parent and its  Subsidiaries  determined  on a  consolidated
basis as of the end of each fiscal  quarter.  For purposes of this section,  the
"value" of an Investment  in an  Unconsolidated  Affiliate  shall equal (1) with
respect to any of such Unconsolidated Affiliate's Properties under construction,
the Parent's  Ownership  Share of the book value of  Construction in Process for
such  Property as of the date of  determination  and (2) with  respect to any of
such  Unconsolidated  Affiliate's  Properties  which  have been  completed,  the
Parent's Ownership Share of Capitalized EBITDA of such Unconsolidated  Affiliate
attributable to such Properties

                               ARTICLE X. DEFAULTS

         SECTION 10.1.  Events of Default.

         If one or more of the  following  events  shall  have  occurred  and be
continuing:

         (a) Default in Payment.  The Borrower  shall fail to pay the  principal
amount of any Loan or any Reimbursement Obligation when due or (ii) any interest
on any Loan or other  Obligation,  or any  fees or  other  Obligations  within 5
Business Days of the due date thereof;

         (b) Default in  Performance.  The Parent or the Borrower  shall fail to
observe or perform any covenant or agreement contained in Section 8.12., Section
8.13. or Section 8.19. on its part to be performed;

         (c) Default in Performance-Cure.  The Parent or the Borrower shall fail
to observe or perform any  covenant or  agreement  contained  in this  Agreement
(other than those covered by the immediately  preceding  subsections (a) or (b))
for a period of 30 days  after  written  notice  thereof  has been  given to the
Borrower or the Parent by the Agent;

         (d) Other Loan  Documents.  An Event of Default under and as defined in
any Loan  Document  shall occur and be  continuing or the Parent or the Borrower
shall fail to observe or perform any covenant or  agreement  contained in any of
the Loan Documents to which it is a party and such failure shall continue beyond
any applicable period of grace;

         (e)  Misrepresentations.   Any  written  statement,  representation  or
warranty made or deemed made by or on behalf of the Parent,  the Borrower or any
other  Guarantor  under this Agreement or under any other Loan Document,  or any
amendment  hereto or thereto,  or in any other  writing or statement at any time
furnished or made or deemed made by or on behalf of the Parent,  the Borrower or
any other Guarantor to the Agent or any Lender,  shall at any time prove to have
been incorrect or misleading in any material respect when furnished or made.

         (f)      Indebtedness Cross-Default.

                  (i) The Parent, the Borrower, any other Guarantor or any other
         Subsidiary  shall fail to pay when due and payable the principal of, or
         interest on, any Indebtedness  (other than the Loans) or any Contingent
         Obligations,  which  Indebtedness  or  Contingent  Obligations  have an
         aggregate outstanding principal amount of $5,000,000 or more;

                 (ii) Any such  Indebtedness  or Contingent  Obligations  shall
         have (x) been  accelerated  in  accordance  with the  provisions of any
         indenture,  contract  or  instrument  evidencing,   providing  for  the
         creation  of or  otherwise  concerning  such  Indebtedness  or (y) been
         required to be prepaid prior to the stated maturity thereof; or

                (iii) Any other event shall have  occurred  and be  continuing
         which,  with or without  the passage of time,  the giving of notice,  a
         determination of materiality,  the satisfaction of any condition or any
         combination  of the  foregoing,  would  permit any holder or holders of
         such  Indebtedness  or  Contingent  Obligations,  any  trustee or agent
         acting on behalf of such  holder or  holders  or any other  Person,  to
         accelerate  the  maturity  of  any  such   Indebtedness  or  Contingent
         Obligations or require any such Indebtedness or Contingent  Obligations
         to be prepaid prior to its stated maturity.

         (g) Voluntary  Bankruptcy  Proceeding.  The Parent,  the Borrower,  any
other  Guarantor or any other  Affiliates  shall:  (i) commence a voluntary case
under the Bankruptcy  Code of 1978, as amended or other federal  bankruptcy laws
(as now or hereafter in effect);  (ii) file a petition seeking to take advantage
of any other  Applicable  Laws,  domestic  or foreign,  relating to  bankruptcy,
insolvency,  reorganization,  winding-up, or composition or adjustment of debts;
(iii)  consent to, or fail to contest in a timely and  appropriate  manner,  any
petition filed against it in an involuntary  case under such  bankruptcy laws or
other  Applicable  Laws or consent to any proceeding or action  described in the
immediately  following  subsection;  (iv)  apply for or  consent  to, or fail to
contest in a timely and appropriate manner, the appointment of, or the taking of
possession by, a receiver,  custodian,  trustee, or liquidator of itself or of a
substantial part of its property,  domestic or foreign; (v) admit in writing its
inability  to pay its debts as they become due;  (vi) make a general  assignment
for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors
under any Applicable Law; or (viii) take any corporate or partnership action for
the purpose of effecting any of the foregoing.

         (h) Involuntary Bankruptcy Proceeding. A case or other proceeding shall
be commenced against the Parent, the Borrower,  any other Guarantor or any other
Affiliates, in any court of competent jurisdiction seeking: (i) relief under the
Bankruptcy Code of 1978, as amended or other federal  bankruptcy laws (as now or
hereafter in effect) or under any other  Applicable  Laws,  domestic or foreign,
relating to bankruptcy, insolvency,  reorganization,  winding-up, or composition
or  adjustment  of  debts;  or (ii)  the  appointment  of a  trustee,  receiver,
custodian,  liquidator or the like of such Person,  or of all or any substantial
part of the  assets,  domestic  or  foreign,  of such  Person,  and such case or
proceeding shall continue undismissed or unstayed for a period of 60 consecutive
calendar  days,  or an order  granting  the  relief  requested  in such  case or
proceeding  against the Parent,  the Borrower,  such Guarantor or such Affiliate
(including,  but not limited to, an order for relief under such  Bankruptcy Code
or such other federal bankruptcy laws) shall be entered.

         (i)      Change of Control/Change in Management.

                  (w)  (A) If any  Person  (or  two or more  Persons  acting  in
         concert)  (other  than the Stein  Parties or US Realty)  shall  acquire
         "beneficial  ownership"  within  the  meaning  of  Rule  13d-3  of  the
         Securities  and Exchange Act of 1934, as amended,  of the capital stock
         or securities of the Parent  representing  20% or more of the aggregate
         voting  power of all  classes of capital  stock and  securities  of the
         Parent entitled to vote for the election of directors or (B) during any
         twelve-month  period  (commencing  both before and after the  Agreement
         Date),  individuals  who at the beginning of such period were directors
         of the Parent shall cease for any reason (other than death or mental or
         physical disability) to constitute a majority of the board of directors
         of the Parent;

                  (x) If the Persons comprising the Stein Parties shall cease to
         own,  in the  aggregate,  at least  570,000  shares of the  outstanding
         common stock of the Parent (without regard to any dilution thereof);

                  (y) If US Realty shall cease to own at least 25% of the total 
         outstanding common stock of the Parent; or

                  (z) the general partner of the Borrower shall cease to be the 
         Parent;

         (j)  ERISA.  The  assets  of the  Parent,  the  Borrower  or any  other
Guarantor  at any time  constitute  assets,  within the  meaning  of ERISA,  the
Internal Revenue Code and the respective regulations promulgated thereunder,  of
any ERISA Plan or Non-ERISA Plan;

         (k) Litigation.  The Parent,  the Borrower or any other Guarantor shall
disavow,  revoke or terminate  any Loan Document to which it is a party or shall
otherwise challenge or contest in any action, suit or proceeding in any court or
before  any  Governmental  Authority  the  validity  or  enforceability  of this
Agreement, any Note or any other Loan Document.

         (l)  Judgment.  A  judgment  or order  for the  payment  of money  (not
adequately   covered  by  insurance  as  to  which  the  insurance  company  has
acknowledged  coverage in  writing)  shall be entered  against  the Parent,  the
Borrower  or any  Subsidiary  by any  court or  other  tribunal  which  exceeds,
individually or together with all other such judgments or orders entered against
the Parent,  the  Borrower or such  Subsidiary,  $5,000,000  in amount (or which
could  otherwise  have a Materially  Adverse  Effect) and such judgment or order
shall continue for a period of 30 days without being stayed or dismissed through
appropriate appellate proceedings.

         (m)  Attachment.  A warrant,  writ of attachment,  execution or similar
process shall be issued against any property of the Parent,  the Borrower or any
Subsidiary which exceeds, individually or together with all other such warrants,
writs,  executions and processes,  $5,000,000 in amount and such warrant,  writ,
execution or process shall not be  discharged,  vacated,  stayed or bonded for a
period of 30 days.

         (n) Damage; Strike; Casualty. Any material damage to, or loss, theft or
destruction of, any Property,  whether or not insured,  or any strike,  lockout,
labor  dispute,  embargo,  condemnation,  act of God or public  enemy,  or other
casualty  which causes,  for more than 30  consecutive  days beyond the coverage
period of any  applicable  business  interruption  insurance,  the  cessation or
substantial  curtailment  of revenue  producing  activities  of the Parent,  the
Borrower,  any other  Guarantor  or any other  Subsidiary  if any such  event or
circumstance could reasonably be expected to have a Materially Adverse Effect.

         (o)  Guarantors.  Any  Guarantor  shall  fail to comply  with any term,
covenant,  condition  or agreement  contained  in the Guaranty or any  Guarantor
shall  disavow,  revoke or terminate or attempt to do any of the foregoing  with
respect to the Guaranty.

         SECTION 10.2.  Remedies.

         Upon the  occurrence  of an Event of Default,  and in every such event,
the Agent shall,  upon the direction of the Majority  Lenders,  (i) by notice to
the Borrower  terminate the Commitments,  which shall thereupon  terminate,  and
(ii) by notice to the Borrower  declare the Loans and all other  Obligations and
an amount equal to the Stated  Amount of all Letters of Credit then  outstanding
to be, and the Loans and all other Obligations and an amount equal to the Stated
Amount of all Letters of Credit then outstanding for deposit into the Collateral
Account shall thereupon become, immediately due and payable without presentment,
demand,  protest or notice of intention to  accelerate,  all of which are hereby
waived by the Borrower.  If the Agent has  exercised any of the rights  provided
under the  preceding  sentence,  the  Swingline  Lender  shall:  (I) declare the
principal  of, and accrued  interest on, the  Swingline  Loans and the Swingline
Note at the time  outstanding,  and all of the  other  Obligations  owing to the
Swingline  Lender,  to be forthwith  due and payable,  whereupon  the same shall
immediately become due and payable without presentment, demand, protest or other
notice of any kind,  all of which are expressly  waived by the Borrower and (II)
terminate the Swingline Commitment and the obligation of the Swingline Lender to
make Swingline Loans.  Notwithstanding the foregoing, upon the occurrence of any
of the Events of Default specified in Section 10.1.(g) or (h) above, without any
notice to the Borrower or any other act by the Agent,  the  Commitments  and the
Swingline Commitment shall thereupon immediately and automatically terminate and
the Loans and all other  Obligations and an amount equal to the Stated Amount of
all Letters of Credit then  outstanding for deposit into the Collateral  Account
shall become immediately due and payable without presentment,  demand,  protest,
notice of intention to accelerate or notice of acceleration,  or other notice of
any kind,  all of which are hereby waived by the Borrower.  Upon the  occurrence
and  during the  continuance  of a Default  under  Section  10.1.(h)  or Section
10.1.(i)(y),  the right of the Borrower to request Revolving Loans and Swingline
Loans shall be suspended.

         SECTION 10.3.  Allocation of Proceeds.

         If an Event of Default shall have  occurred and be  continuing  and the
maturity of the Notes has been  accelerated,  all payments received by the Agent
under any of the Loan  Documents,  in respect of any principal of or interest on
the  Obligations  or any other  amounts  payable by the  Borrower  hereunder  or
thereunder, shall be applied by the Agent in the following order and priority:

                  (a) amounts due to the Agent and the Lenders in respect of 
         fees and expenses due under Section 12.3.;

                  (b) payments of interest on Swingline Loans;

                  (c) payments of interest on all other Loans and  Reimbursement
         Obligations, to be applied for the ratable benefit of the Lenders;

                  (d) payments of principal of Swingline Loans;

                  (e) payments of principal of all other Loans and Reimbursement
         Obligations, to be applied for the ratable benefit of the Lenders;

                  (f) amounts to be deposited into the Collateral Account;

                  (g) amounts due to the Agent and the Lenders pursuant to 
         Sections 11.8. and 12.5.;

                  (h)  payments  of all other  amounts due under any of the Loan
         Documents,  if any,  to be  applied  for  the  ratable  benefit  of the
         Lenders; and

                  (i) any amount remaining after  application as provided above,
         shall be paid to the Borrower or whomever else may be legally  entitled
         thereto.

         SECTION 10.4.  Rights Cumulative.

         The  rights  and  remedies  of the Agent  and the  Lenders  under  this
Agreement  and each of the other  Loan  Documents  shall be  cumulative  and not
exclusive of any rights or remedies  which any of them may otherwise  have under
Applicable Law. In exercising their respective rights and remedies the Agent and
the Lenders may be selective  and no failure or delay by the Agent or any of the
Lenders in  exercising  any right shall operate as a waiver of it, nor shall any
single or partial  exercise of any power or right  preclude its other or further
exercise or the exercise of any other power or right.

         SECTION 10.5.  Recission of Acceleration by Majority Lenders.

         If at any time after  acceleration of the maturity of the Loans and the
other  Obligations,  the  Borrower  shall pay all  arrears of  interest  and all
payments on account of principal of the Obligations  which shall have become due
otherwise  than by  acceleration  (with interest on principal and, to the extent
permitted by Applicable Law, on overdue interest, at the rates specified in this
Agreement)  and all Events of Default and  Defaults  (other than  nonpayment  of
principal of and accrued  interest on the  Obligations due and payable solely by
virtue of  acceleration)  shall be remedied or waived to the satisfaction of the
Majority Lenders,  then by written notice to the Borrower,  the Majority Lenders
may elect, in the sole discretion of such Majority Lenders, to rescind and annul
the acceleration and its consequences.  The provisions of the preceding sentence
are intended  merely to bind all of the Lenders to a decision  which may be made
at the  election of the  Majority  Lenders,  and are not intended to benefit the
Borrower  and do not give the  Borrower  the right to  require  the  Lenders  to
rescind or annul any  acceleration  hereunder,  even if the conditions set forth
herein are satisfied.

         SECTION 10.6.  Collateral Account.

         (a) As collateral  security for the prompt  payment in full when due of
all Letter of Credit Liabilities,  the Borrower hereby pledges and grants to the
Agent, for the benefit of the Lenders as provided herein, a security interest in
all of the Borrower's right, title and interest in and to the Collateral Account
and the balances  from time to time in the  Collateral  Account  (including  the
investments and  reinvestments  therein  provided for below).  The balances from
time to time in the  Collateral  Account  shall not  constitute  payment  of any
Letter of Credit  Liabilities  until  applied by the Agent as  provided  herein.
Anything in this  Agreement to the contrary  notwithstanding,  funds held in the
Collateral  Account  shall be subject to  withdrawal  only as  provided  in this
Section.

         (b) Amounts on deposit in the Collateral  Account shall be invested and
reinvested by the Agent in such  investments as the Agent shall determine in its
sole  discretion.  All such investments and  reinvestments  shall be held in the
name of and be under the sole dominion and control of the Agent. The Agent shall
exercise  reasonable  care in the custody and  preservation of any funds held in
the  Collateral  Account and shall be deemed to have exercised such care if such
funds are accorded  treatment  substantially  equivalent to that which the Agent
accords other funds deposited with the Agent, it being understood that the Agent
shall not have any  responsibility  for taking any  necessary  steps to preserve
rights  against any  parties  with  respect to any funds held in the  Collateral
Account.

         (c) If an Event of Default shall have occurred and be  continuing,  the
Agent may (and, if instructed by the Majority Lenders,  shall) in its (or their)
discretion  at any time  and  from  time to time  elect  to  liquidate  any such
investments and  reinvestments and credit the proceeds thereof to the Collateral
Account and apply or cause to be applied such proceeds and any other balances in
the Collateral Account to the payment of any of the Letter of Credit Liabilities
then due and payable.

         (d) When all of the Obligations  shall have been  indefeasibly  paid in
full and no Letters  of Credit  remain  outstanding,  the Agent  shall  promptly
deliver to the Borrower,  against receipt but without any recourse,  warranty or
representation whatsoever, the balances remaining in the Collateral Account.

         (e) The Borrower  shall pay to the Agent from time to time such fees as
the Agent normally  charges for similar  services in connection with the Agent's
administration  of the Collateral  Account and investments and  reinvestments of
funds therein.

                              ARTICLE XI. THE AGENT

         SECTION 11.1.  Appointment and Authorization.

         Each Lender irrevocably  appoints and authorizes the Agent to take such
action as the  contractual  representative  on its behalf and to  exercise  such
powers  under  the Loan  Documents  as are  delegated  to the Agent by the terms
thereof, together with all such powers as are reasonably incidental thereto. The
Borrower shall be entitled to rely conclusively upon a written notice or written
response from the Agent as being made pursuant to the requisite  concurrence  or
consent of the Lenders  necessary to take such action without  investigation  or
otherwise contacting the Lenders hereunder. Nothing herein shall be construed to
deem the Agent a trustee  for any  Lender  nor to impose on the Agent  duties or
obligations other than those expressly provided for herein. Not in limitation of
the foregoing, each Lender agrees the Agent has no fiduciary obligations to such
Lender  under this  Agreement,  any other Loan  Document  or  otherwise.  At the
request of a Lender,  the Agent will  forward to each  Lender  copies or,  where
appropriate,  originals  of the  documents  delivered  to the Agent  pursuant to
Section  6.1.  The Agent shall  deliver to each  Lender,  promptly  upon receipt
thereof by the Agent, copies of each of the financial statements,  certificates,
notices and other documents  delivered to the Agent pursuant to Sections 8.1.(a)
through (t). The Agent will also furnish to any Lender, upon the request of such
Lender,  a copy of any  certificate  or  notice  furnished  to the  Agent by the
Borrower  pursuant  to this  Agreement  or any other Loan  Document  not already
delivered  to such Lender  pursuant to the terms of this  Agreement  or any such
other Loan  Document.  As to any matters not expressly  provided for by the Loan
Documents  (including,  without  limitation,  enforcement  or  collection of the
Notes),  the Agent shall not be required to exercise any  discretion or take any
action,  but shall be  required  to act or to refrain  from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the  Majority  Lenders,  and such  instructions  shall be  binding  upon all the
Lenders and all holders of Notes; provided, however, that the Agent shall not be
required to take any action  which  exposes the Agent to personal  liability  or
which is contrary to this  Agreement  or any other Loan  Document or  Applicable
Law. The Agent shall not be deemed to have knowledge or notice of the occurrence
of a Default or Event of Default unless the Agent has obtained knowledge of such
Default or Event of Default in the manner  provided for under  Section  11.5. In
the event that the Agent has actual  knowledge of the occurrence of a Default or
Event of Default,  the Agent shall give prompt  notice  thereof to the  Lenders.
Each Lender  authorizes  and directs the Agent to enter into the Loan  Documents
for the  benefit of the  Lenders.  Each Lender  hereby  agrees  that,  except as
otherwise  set  forth  herein,  any  action  taken by the  Majority  Lenders  in
accordance with the provisions of this Agreement or the Loan Documents,  and the
exercise  by the  Majority  Lenders of the powers set forth  herein or  therein,
together with such other powers as are reasonably  incidental thereto,  shall be
authorized  and  binding  upon  all of the  Lenders.  Not in  limitation  of the
foregoing,  the Agent shall not  exercise  any right or remedy it or the Lenders
may have under any Loan Document upon the occurrence of a Default or an Event of
Default unless the Majority  Lenders have so directed the Agent to exercise such
right or remedy.

         SECTION 11.2.  The Agent and Affiliates.

         Wells Fargo,  as a Lender,  shall have the same rights and powers under
this  Agreement and any other Loan Document as any other Lender and may exercise
the same as though it were not the  Agent;  and the term  "the  Lender"  or "the
Lenders" shall,  unless otherwise  expressly  indicated,  include Wells Fargo in
each case in its  individual  capacity.  Wells Fargo and its  affiliates and the
other Lenders and their  respective  affiliates  may each accept  deposits from,
maintain  deposits  or credit  balances  for,  invest in,  lend money to, act as
trustee under  indentures of, and generally  engage in any kind of business with
the Borrower and any  Affiliate of the Borrower as if Wells Fargo or such Lender
were any  other  bank and  without  any duty to  account  therefor  to the other
Lenders.

         SECTION 11.3.  Collateral Matters.

         Each  Lender  authorizes  and  directs the Agent to enter into the Loan
Documents for the benefit of the Lenders. Each Lender hereby agrees that, except
as otherwise  set forth  herein,  any action  taken by the  Majority  Lenders in
accordance with the provisions of this Agreement or the Loan Documents,  and the
exercise  by the  Majority  Lenders of the powers set forth  herein or  therein,
together with such other powers as are reasonably  incidental thereto,  shall be
authorized and binding upon all of the Lenders.

         SECTION 11.4.  Approvals of the Lenders.

         All  communications  from  the  Agent  to any  Lender  requesting  such
Lender's determination,  consent,  approval or disapproval (a) shall be given in
the form of a written  notice to such  Lender,  (b)  shall be  accompanied  by a
description  of the  matter or thing as to which such  determination,  approval,
consent or  disapproval  is  requested,  or shall  advise such Lender where such
matter or thing may be  inspected,  or shall  otherwise  describe  the matter or
issue to be resolved,  (c) shall include, if reasonably requested by such Lender
and to the extent not previously provided to such Lender,  written materials and
a summary  of all oral  information  provided  to the Agent by the  Borrower  in
respect of the matter or issue to be resolved, and (d) shall include the Agent's
recommended  course of action or  determination  in  respect  thereof.  Unless a
Lender  shall  give  written  notice  to  the  Agent  that  it  objects  to  the
recommendation   or   determination  of  the  Agent  (together  with  a  written
explanation  of the reasons behind such  objection)  within 10 Business Days (or
such lesser period as may be required  under the Loan Documents for the Agent to
respond),  such  Lender  shall be deemed  to have  conclusively  approved  of or
consented to such recommendation or determination.

         SECTION 11.5.  Notice of Defaults.

         The  Agent  shall  not be  deemed  to have  knowledge  or notice of the
occurrence of a Default or Event of Default unless the Agent has received notice
from a Lender or the  Borrower  referring  to this  Agreement,  describing  with
reasonable  specificity  such  Default or Event of Default and stating that such
notice is a "notice of default." If any Lender  becomes  aware of any Default or
Event of Default,  it shall promptly send to the Agent such "notice of default."
Further, if the Agent receives such a "notice of default",  the Agent shall give
prompt notice thereof to the Lenders.

         SECTION 11.6.  Consultation with Experts.

         The Agent may consult  with legal  counsel  (who may be counsel for the
Borrower),  independent  public accountants and other experts selected by it and
shall not be liable  for any  action  taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

         SECTION 11.7.  Liability of the Agent.

         Neither the Agent nor any of its affiliates nor any of their respective
directors,  officers,  the  Agents or  employees  shall be liable for any action
taken or not taken by the Agent in connection  with any of the Loan Documents in
the absence of its own gross negligence or willful misconduct. Neither the Agent
nor any of its affiliates nor any of their respective directors,  officers,  the
Agents or  employees  shall be  responsible  for or have any duty to  ascertain,
inquire into or verify (a) any  statement,  warranty or  representation  made in
connection with any of the Loan Documents,  or any borrowing hereunder,  (b) the
performance  or observance of any of the covenants or agreements of the Borrower
or a Guarantor,  (c) the satisfaction of any condition specified in Article VI.,
or (d) the validity,  effectiveness  or genuineness of any of the Loan Documents
or  any  other  instrument  or  writing  furnished  in  connection  herewith  or
therewith.  The Agent shall not incur any  liability by acting in reliance  upon
any notice,  consent,  certificate,  statement, or other writing (which may be a
bank  wire,  telex or  similar  writing)  believed  by it to be genuine or to be
signed by the proper party or parties.

         SECTION 11.8.  Indemnification of the Agent.

         The Lenders agree to indemnify the Agent (to the extent not  reimbursed
by the Borrower and without limiting the obligation of the Borrower to do so) in
accordance  with the Lenders'  respective Pro Rata Shares,  from and against any
and  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits,  costs,  expenses  or  disbursements  of any  kind or  nature
whatsoever which may at any time be imposed on, incurred by, or asserted against
the Agent in any way  relating  to or arising out of the Loan  Documents  or any
action  taken or  omitted  by the  Agent  under  the Loan  Documents;  provided,
however,  that no Lender  shall be liable for any  portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or  disbursements  (i) to the extent  arising  from the  Agent's  gross
negligence  or  willful  misconduct  or (ii) if the Agent  fails to  follow  the
written direction of the Majority Lenders unless such failure is pursuant to the
Agent's  good faith  reliance on the advice of counsel of which the Lenders have
received notice.  Without limiting the generality of the foregoing,  each Lender
agrees to reimburse the Agent  promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) reasonably incurred by the Agent
in connection with the preparation,  execution,  administration,  or enforcement
of, or legal  advice  with  respect  to the  rights or  responsibilities  of the
parties  under,  the  Loan  Documents,  to the  extent  that  the  Agent  is not
reimbursed  for such  expenses by the Borrower.  The  agreements in this Section
shall survive the payment of the Loans and all other amounts  payable  hereunder
or under the other Loan Documents and the termination of this Agreement.

         SECTION 11.9.  Credit Decision.

         Each Lender  expressly  acknowledges  that neither the Agent nor any of
its  officers,   directors,   employees,  agents,   attorneys-in-fact  or  other
affiliates has made any representations or warranties to such Lender and that no
act by the Agent hereinafter  taken,  including any review of the affairs of the
Borrower or  Guarantors,  shall be deemed to constitute  any  representation  or
warranty  by the Agent to any  Lender.  Each  Lender  acknowledges  that it has,
independently  and without  reliance upon the Agent, any other Lender or counsel
to the  Agent,  and  based  on the  financial  statements  of  the  Borrower  or
Guarantors  and its  affiliates,  its  review of the Loan  Documents,  the legal
opinions required to be delivered to it hereunder, the advice of its own counsel
and such other documents and information as it has deemed appropriate,  made its
own credit and legal  analysis and decision to enter into this Agreement and the
transaction  contemplated  hereby.  Each Lender also  acknowledges that it will,
independently  and without  reliance upon the Agent, any other Lender or counsel
to the Agent, and based on such review, advice,  documents and information as it
shall deem appropriate at the time, continue to make its own decisions in taking
or not taking action under the Loan Documents.  Except for notices,  reports and
other documents  expressly  required to be furnished to the Lenders by the Agent
hereunder,  the Agent shall have no duty or responsibility to provide any Lender
with any  credit  or other  information  concerning  the  business,  operations,
property, financial and other condition or creditworthiness of the Borrower, any
Guarantor or any other  Affiliate which may come into possession of the Agent or
any of its officers,  directors,  employees,  the Agents,  attorneys-in-fact  or
other  affiliates.  Each Lender  acknowledges  that the Agent's legal counsel in
connection with the  transactions  contemplated by this Agreement is only acting
as counsel to the Agent and is not acting as counsel to such Lender.

         SECTION 11.10.  Successor Agent.

         The Agent may  resign  at any time by  giving  30 days'  prior  written
notice thereof, to the Lenders and the Borrower. The Agent may be removed as the
Agent under the Loan Documents for good cause upon 30 days' prior written notice
to the Agent by the Majority Lenders.  Upon any such resignation or removal, the
Majority  Lenders  shall  have the right to  appoint a  successor  Agent.  If no
successor Agent shall have been so appointed by the Majority Lenders,  and shall
have accepted such appointment,  within 30 days after the current Agent's giving
of notice of resignation or the Majority  Lenders' removal of the current Agent,
then the current Agent may, on behalf of the Lenders, appoint a successor Agent,
which shall be a Lender,  if any Lender shall be willing to serve. Any successor
Agent must be a bank whose debt obligations (or whose parent's debt obligations)
are rated not less than  investment  grade or its  equivalent by a Rating Agency
and which has total assets in excess of $10,000,000,000.  Upon the acceptance of
its  appointment as Agent hereunder by a successor  Agent,  such successor Agent
shall  thereupon  succeed to and become vested with all the rights and duties of
the current Agent, and the current Agent shall be discharged from its duties and
obligations hereunder. After any current Agent's resignation hereunder as Agent,
the  provisions  of this  Article  shall  inure to its benefit as to any actions
taken or  omitted  to be taken  by it  while it was the  Agent.  Notwithstanding
anything  contained herein to the contrary,  the Agent may assign its rights and
duties hereunder to any of its affiliates by giving the Borrower and each Lender
prior written notice thereof.

         SECTION 11.11.  Approvals and Other Actions by Majority Lenders.

         Each of the following shall require the approval of, or may be taken at
the request of, the Majority Lenders:

         (a) Approval of Eligible Properties as Unencumbered Pool Properties as
             provided in Section 4.1.(c);

         (b) Termination of the Commitments and  acceleration of the Obligations
             upon the occurrence of an Event of Default as provided in Section 
             10.2.;

         (c) Recission of acceleration of any of the Obligations as provided in
             Section 10.5.;

         (d) Removing the Agent for good cause and approving of its replacement
             as provided in Section 11.10.; and

         (e) Except as  specifically  provided  otherwise in Section 12.7.,  any
             consent or approval  regarding,  any waiver of the  performance or 
             observance by the  Borrower  of and the waiver of the  continuance 
             of any Default or Event of Default in respect of, any term of this 
             Agreement or any other Loan Document.

         SECTION 11.12.  Documentation, Syndication and Managing Agents.

         None of the Documentation  Agent, the Syndication Agent or the Managing
Agents (each in such capacity,  a "Titled Agent") assumes any  responsibility or
obligation hereunder, including, without limitation, for servicing,  enforcement
or  collection  of any of the Loans,  nor any duties as an agent  hereunder  for
Lenders. The titles of "Documentation Agent",  "Syndication Agent" and "Managing
Agent" are solely honorific and imply no fiduciary responsibility on the part of
the Titled  Agents to the Agent,  the Borrower or any Lender and the use of such
titles does not impose on the Titled  Agents any duties or  obligations  greater
than those of any other Lender or entitle the Titled  Agents to any rights other
than those to which any other Lender is entitled.

                           ARTICLE XII. MISCELLANEOUS

         SECTION 12.1.  Notices.

         All notices,  requests and other  communications to any party under the
Loan Documents shall be in writing (including bank wire, facsimile  transmission
or similar writing) and shall be given to such party as follows:

         If to the Borrower:

                  Regency Realty Corporation
                  121 West Forsyth Street, Suite 200
                  Jacksonville, Florida  32202
                  Attention:  Chief Financial Officer
                  Telecopier:  (904) 634-3428
                  Telephone:  (904) 356-7000

         If to a Lender or the Agent:

                  To such Lender's or the Agent's Lending Office

or as to each party at such other  address as such party  shall  designate  in a
written  notice  to the  other  parties.  Each  such  notice,  request  or other
communication  shall be  effective  (a) if given by mail,  72 hours  after  such
communication  is  deposited  in the mails with  first  class  postage  prepaid,
addressed as aforesaid or (b) if given by any other means (including facsimile),
when delivered at the applicable address provided for in this Section;  provided
that  notices  to the Agent  under  Article  II.,  and any notice of a change of
address for notices,  shall not be effective until received.  In addition to the
Agent's  Lending  Office,  the  Borrower  shall send  copies of the  information
described in Section 8.1. to the following address of the Agent:

                  Wells Fargo Bank, National Association
                  Real Estate Group
                  Koll Center
                  2030 Main Street, Suite 800
                  Irvine, California  92714
                  Attention:  Ms. Rita Swayne

         SECTION 12.2.  No Waivers.

         No failure or delay by the Agent or any Lender in exercising any right,
power or privilege under any Loan Document shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and remedies  provided in the Loan Documents  shall be cumulative and not
exclusive of any rights or remedies provided by law.

         SECTION 12.3.  Expenses.

         The  Borrower  will pay on demand all  present  and  future  reasonable
expenses of:

         (a)  the  Agent  in  connection  with  the  negotiation,   preparation,
execution and delivery  (including  reasonable  out-of-pocket costs and expenses
incurred in connection  with the assignment of  Commitments  pursuant to Section
12.8.)  of this  Agreement,  the Notes  and each of the  other  Loan  Documents,
whenever the same shall be executed and delivered,  including  appraisers' fees,
search fees,  recording fees and the reasonable fees and  disbursements  of: (i)
Alston & Bird LLP,  counsel for the Agent,  and (ii) each local counsel retained
by the Agent;

         (b)  the  Agent  in  connection  with  the  negotiation,   preparation,
execution  and delivery of any waiver,  amendment or consent by the Agent or any
Lender relating to this Agreement,  the Notes or any of the other Loan Documents
or sales of participations in any Lender's Commitment,  including the reasonable
fees and disbursements of counsel to the Agent;

         (c)  the  Agent  and  each  of  the  Lenders  in  connection  with  any
restructuring, refinancing or "workout" of the transactions contemplated by this
Agreement, the Notes and the other Loan Documents, including the reasonable fees
and disbursements of counsel to the Agent actually incurred;

         (d) the  Agent  and each of the  Lenders,  after  the  occurrence  of a
Default or Event of Default, in connection with the collection or enforcement of
the  obligations  of the Borrower under this  Agreement,  the Notes or any other
Loan Document, including the reasonable fees and disbursements of counsel to the
Agent or to any Lender  actually  incurred if such  collection or enforcement is
done by or through an attorney;

         (e) subject to any limitation contained in Section 12.5., the Agent and
each of the Lenders in connection with prosecuting or defending any claim in any
way arising out of, related to, or connected with this  Agreement,  the Notes or
any of the other Loan Documents, including the reasonable fees and disbursements
of counsel to the Agent or any Lender actually incurred and of experts and other
consultants retained by the Agent or any Lender in connection therewith;

         (f) the  Agent  and each of the  Lenders,  after  the  occurrence  of a
Default or Event of Default, in connection with the exercise by the Agent or any
Lender of any right or remedy granted to it under this  Agreement,  the Notes or
any of the other Loan Documents  including the reasonable fees and disbursements
of counsel to the Agent or any Lender actually incurred;

         (g) the Agent in  connection  with costs and  expenses  incurred by the
Agent in gaining possession of, maintaining,  appraising, selling, preparing for
sale and advertising to sell any collateral  security,  whether or not a sale is
consummated; and

         (h) the  Agent  and each of the  Lenders,  to the  extent  not  already
covered by any of the preceding  subsections,  in connection with any bankruptcy
or other  proceeding of the type described in Sections  10.1.(g) or (h), and the
reasonable  fees and  disbursements  of  counsel  to the  Agent  and any  Lender
actually  incurred in connection  with the  representation  of the Agent or such
Lender  in any  matter  relating  to or  arising  out of  any  such  proceeding,
including without  limitation (i) any motion for relief from any stay or similar
order, (ii) the negotiation, preparation, execution and delivery of any document
relating to the Agent or such Lender and (iii) the  negotiation  and preparation
of any plan of reorganization of the Borrower, whether proposed by the Borrower,
the Lenders or any other Person, and whether such fees and expenses are incurred
prior  to,  during  or  after  the   commencement  of  such  proceeding  or  the
confirmation or conclusion of any such proceeding.

         SECTION 12.4.  Stamp, Intangible and Recording Taxes.

         The  Borrower  will pay any and all  stamp,  intangible,  registration,
recordation and similar taxes, fees or charges and shall indemnify the Agent and
each Lender  against any and all  liabilities  with respect to or resulting from
any delay in the payment or  omission  to pay any such  taxes,  fees or charges,
which  may be  payable  or  determined  to be  payable  in  connection  with the
execution,  delivery,  recording,  performance or enforcement of this Agreement,
the Notes and any of the other Loan Documents or the perfection of any rights or
Liens thereunder.

         SECTION 12.5.  Indemnification.

         The  Borrower  shall and hereby  agrees to  indemnify,  defend and hold
harmless  the Agent and each of the  Lenders  and  their  respective  directors,
officers,  the Agents and  employees  from and  against  (a) any and all losses,
claims, damages,  liabilities,  deficiencies,  judgments or expenses incurred by
any of them  (except  to the  extent  that  it  results  from  their  own  gross
negligence or willful misconduct) arising out of or by reason of any litigation,
investigations,  claims  or  proceedings  which  arise  out of or are in any way
related to: (i) this Agreement or the transactions  contemplated  thereby;  (ii)
the  making of Loans or  issuance  of  Letters  of  Credit;  (iii) any actual or
proposed  use by the  Borrower  of the  proceeds  of the Loans or of  Letters of
Credit;  or (iv) the Agent's or the Lenders'  entering into this Agreement,  the
other Loan  Documents or any other  agreements  and documents  relating  hereto,
including,  without limitation,  amounts paid in settlement, court costs and the
reasonable  fees and  disbursements  of counsel  incurred in connection with any
such  litigation,  investigation,  claim or proceeding or any advice rendered in
connection with any of the foregoing and (b) any such losses,  claims,  damages,
liabilities, deficiencies, judgments or expenses incurred in connection with any
remedial or other similar action taken by the Borrower,  the Agent or any of the
Lenders in connection with the required compliance by the Borrower or any of the
Subsidiaries,  or any of their respective properties, with any federal, state or
local  Environmental Laws or other material  environmental  rules,  regulations,
orders,  directions,  ordinances,  criteria or guidelines.  If and to the extent
that the obligations of the Borrower hereunder are unenforceable for any reason,
the Borrower  hereby agrees to make the maximum  contribution to the payment and
satisfaction of such obligations  which is permissible under Applicable Law. The
Borrower's obligations hereunder shall survive any termination of this Agreement
and the other Loan Documents and the payment in full of the Obligations, and are
in addition to, and not in substitution  of, any other of its other  obligations
set forth in this Agreement and the other Loan Documents.

         SECTION 12.6.  Setoff.

         In addition to any rights now or hereafter granted under Applicable Law
and  not by  way of  limitation  of any  such  rights,  each  Lender  is  hereby
authorized by the Borrower, at any time or from time to time upon the occurrence
and during the  continuance  of an Event of Default  but  subject to the Agent's
prior written  consent,  without  notice to the Borrower or to any other Person,
any such notice being hereby expressly waived, to set-off and to appropriate and
to apply any and all deposits  (general or special,  including,  but not limited
to,  indebtedness  evidenced  by  certificates  of deposit,  whether  matured or
unmatured) and any other  indebtedness  at any time held or owing by such Lender
or any  Affiliate  of such  Lender,  to or for the credit or the  account of the
Borrower  against and on account of any of the  Obligations  then due and owing.
The  Borrower  agrees,  to the  fullest  extent it may  effectively  do so under
Applicable  Law, that any holder of a  participation  in a Note,  whether or not
acquired pursuant to the foregoing  arrangements,  may exercise rights of setoff
or counterclaim and other rights with respect to such  participation as fully as
if such holder of a participation  were a direct creditor of the Borrower in the
amount of such participation.

         SECTION 12.7.  Amendments.

         Any consent or approval  required or permitted by this  Agreement or in
any other Loan Document  (other than any agreement  evidencing the fees referred
to in  Section  3.1.(e))  to be  given  by the  Lenders  may be  given,  and the
performance or observance by the Borrower of any terms of any such Loan Document
or the  continuance  of any  Default or Event of Default  may be waived  (either
generally or in a particular instance and either retroactively or prospectively)
with, but only with, the written consent of the Majority Lenders.  Any provision
of this  Agreement  or of any other  Loan  Document  (other  than any  agreement
evidencing the fees referred to in Section  3.1.(e)) may be amended or otherwise
modified  with,  but only with,  the  written  consent of the  Borrower  and the
Majority Lenders. Any provision of any agreement evidencing the fees referred to
in Section  3.1.(e) may be amended or otherwise  modified only in writing by the
Agent and the Borrower, and the performance or observance by the Borrower of any
terms of any such  agreement may be waived only with the written  consent of the
Agent.  Notwithstanding  the foregoing,  none of the following may be amended or
otherwise modified, nor may compliance by the Borrower, as applicable thereunder
or with  respect  thereto  be waived,  without  the  written  consent of all the
Lenders and the Borrower:

     (a)  the principal amount of any Loan (including forgiveness of any
          amount of principal);

     (b)  the  rates of  interest  on the  Loans  and the  amount of any
          interest  payable on the Loans  (including the  forgiveness of
          any accrued but unpaid interest);

    (c)   the  dates  on which  any  principal  or  interest  payable  by the
          Borrower under any Loan Document is due;

    (d)   the provisions of the first sentence of Section 2.1.(a), Section 2.2.
          (a), Section 2.8.(f), Section 9.2. and this Section;

    (e)   the Revolving Credit Termination Date;

    (f)   the Termination Date;

    (g)   the obligations of a Guarantor  under the Guaranty,  including
          the release of a Guarantor  therefrom  (except as specifically
          permitted in the last sentence of Section 4.2.);

    (h)   the definition of Commitment, Majority Lenders (or any minimum
          requirement  necessary for the Lenders or Majority  Lenders to
          take action hereunder), Pro Rata Share, Commitment and Maximum
          Loan   Availability  and  Unencumbered  Pool  Value  (and  the
          definitions used in either such definition and the percentages
          and rates used in the calculation thereof); and

    (i)   the amount and payment date of any fees.

Further,  no  amendment,  waiver or consent  unless in writing and signed by the
Agent,  in addition to the Lenders  required  hereinabove  to take such  action,
shall  affect the rights or duties of the Agent under this  Agreement  or any of
the other Loan Documents.  Any amendment,  waiver or consent relating to Section
2.3. or the  obligations  of the  Swingline  Lender under this  Agreement or any
other Loan Document  shall, in addition to the Lenders  required  hereinabove to
take such action, require the written consent of the Swingline Lender. No waiver
shall  extend to or affect any  obligation  not  expressly  waived or impair any
right consequent  thereon. No course of dealing or delay or omission on the part
of any Lender or the Agent in  exercising  any right  shall  operate as a waiver
thereof or otherwise  be  prejudicial  thereto.  No notice to or demand upon the
Borrower  shall  entitle the  Borrower  to other or further  notice or demand in
similar or other circumstances.

         SECTION 12.8.  Successors and Assigns.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their  respective  successors and assigns,
except that the Borrower may not assign or otherwise  transfer any of its rights
under this Agreement without the prior written consent of all the Lenders.

         (b) Any  Lender  may at any time  grant  to one or more  banks or other
financial  institutions  (each a "Participant")  participating  interests in its
Commitment or the Obligations owing to such Lender. Except as otherwise provided
in Section 12.6.,  no  Participant  shall have any rights or benefits under this
Agreement or any other Loan Document. In the event of any such grant by a Lender
of  a  participating  interest  to  a  Participant,  such  Lender  shall  remain
responsible for the performance of its obligations  hereunder,  and the Borrower
and the Agent shall  continue to deal  solely and  directly  with such Lender in
connection with such Lender's rights and obligations  under this Agreement.  Any
agreement  pursuant to which any Lender may grant such a participating  interest
shall  provide  that such  Participant  may not grant to any  other  Person  any
participating interest in such Participant's interest and that such Lender shall
retain  the sole right and  responsibility  to enforce  the  obligations  of the
Borrower  hereunder  including,  without  limitation,  the right to approve  any
amendment,  modification or waiver of any provision of this Agreement; provided,
however,  such Lender may agree with the Participant  that it will not,  without
the consent of the Participant,  agree to (i) increase such Lender's Commitment,
(ii) extend the date fixed for the payment of principal on the Loans or portions
thereof  owing to such  Lender,  or (iii)  reduce the rate at which  interest is
payable  thereon.  An  assignment  or other  transfer  which is not permitted by
subsection (c) or (d) below shall be given effect for purposes of this Agreement
only to the extent of a participating  interest  granted in accordance with this
subsection (b).

         (c) Any Lender may with the prior written  consent of the Agent and the
Borrower (which consent,  in each case,  shall not be unreasonably  withheld) at
any time assign to one or more Eligible  Assignees (each an "Assignee") all or a
portion of its  rights  and  obligations  under  this  Agreement  and the Notes;
provided,  however,  (i) no such consent by Borrower  shall be required (x) if a
Default or Event of Default  shall have occurred and be continuing or (y) in the
case of an assignment to another Lender or an affiliate of another Lender;  (ii)
any partial  assignment  shall be in an amount at least equal to $10,000,000 and
after  giving  effect  to  such  assignment  the  assigning   Lender  retains  a
Commitment,  or if the Commitments have been  terminated,  holds Notes having an
aggregate  outstanding  principal balance, of at least $10,000,000;  (iii) after
giving effect to any such assignment by the Agent,  the Agent in its capacity as
a Lender shall retain a Commitment,  or if the Commitments have been terminated,
hold Notes having an aggregate  outstanding  principal balance,  greater than or
equal to the  Commitment  of each other  Lender  (other  than any  Lender  whose
Commitment  has  increased as a result of a merger or  combination  with another
Lender)  and  (iv)  each  such  assignment  shall  be  effected  by  means of an
Assignment  and  Acceptance  Agreement.  Upon  execution  and  delivery  of such
instrument and payment by such Assignee to such  transferor  Lender of an amount
equal to the purchase  price  agreed  between  such  transferor  Lender and such
Assignee,  such Assignee  shall be deemed to be a Lender party to this Agreement
and shall have all the rights and  obligations  of a Lender with a Commitment as
set forth in such Assignment and Acceptance Agreement, and the transferor Lender
shall be released from its obligations  hereunder to a corresponding extent, and
no  further  consent  or  action  by any  party  shall  be  required.  Upon  the
consummation  of any assignment  pursuant to this subsection (c), the transferor
Lender,  the Agent and the Borrower shall make appropriate  arrangements so that
new Notes are issued to the Assignee and such transferor Lender, as appropriate.
In connection with any such assignment,  the transferor  Lender shall pay to the
Agent an  administrative  fee for  processing  such  assignment in the amount of
$3,000.

         (d) Any Lender (each, a "Designating Lender") may at any time while the
Borrower has been assigned an Investment Grade Rating from either S&P or Moody's
designate  one  Designated  Lender  to fund Bid Rate  Loans  on  behalf  of such
Designating  Lender  subject  to the  terms  of  this  subsection  (d)  and  the
provisions in the immediately  preceding subsections (b) and (c) shall not apply
to such  designation.  No Lender may designate more than one Designated  Lender.
The parties to each such designation  shall execute and deliver to the Agent for
its acceptance a Designation  Agreement.  Upon such receipt of an  appropriately
completed  Designation Agreement executed by a Designating Lender and a designee
representing  that  it is a  Designated  Lender,  the  Agent  will  accept  such
Designation Agreement and give prompt notice thereof to the Borrower, whereupon,
(i)  the  Borrower  shall  execute  and  deliver  to the  Designating  Lender  a
Designated Lender Note payable to the order of the Designated Lender,  (ii) from
and after  the  effective  date  specified  in the  Designation  Agreement,  the
Designated  Lender shall become a party to this  Agreement  with a right to make
Bid Rate Loans on behalf of its  Designating  Lender  pursuant  to Section  2.2.
after the  Borrower  has  accepted a Bid Rate Loan (or  portion  thereof) of the
Designating  Lender,  and (iii) the  Designated  Lender shall not be required to
make payments with respect to any  obligations in this  Agreement  except to the
extent of excess  cash flow of such  Designated  Lender  which is not  otherwise
required to repay  obligations of such Designated  Lender which are then due and
payable;  provided,  however, that regardless of such designation and assumption
by the Designated  Lender,  the Designating Lender shall be and remain obligated
to the Borrower, the Agent and the Lenders for each and every of the obligations
of the Designating Lender and its related Designated Lender with respect to this
Agreement,  including, without limitation, any indemnification obligations under
Section 11.8. and any sums  otherwise  payable to the Borrower by the Designated
Lender.  Each  Designating  Lender  shall  serve as the Agent of the  Designated
Lender and shall on behalf of, and to the exclusion of, the  Designated  Lender:
(i) receive any and all payments made for the benefit of the  Designated  Lender
and (ii) give and  receive all  communications  and notices and take all actions
hereunder,  including, without limitation,  votes, approvals,  waivers, consents
and amendments under or relating to this Agreement and the other Loan Documents.
Any such notice,  communication,  vote, approval,  waiver,  consent or amendment
shall be signed by the Designating Lender as Agent for the Designated Lender and
shall not be  signed by the  Designated  Lender on its own  behalf  and shall be
binding  on the  Designated  Lender  to the  same  extent  as if  signed  by the
Designated Lender on its own behalf. The Borrower, the Agent and the Lenders may
rely  thereon  without  any  requirement  that  the  Designated  Lender  sign or
acknowledge  the same.  No  Designated  Lender may assign or transfer all or any
portion of its interest  hereunder or under any other Loan Document,  other than
assignments  to  the  Designating   Lender  which  originally   designated  such
Designated  Lender.  The Borrower,  the Lenders and the Agent each hereby agrees
that it will not  institute  against  any  Designated  Lender  or join any other
Person  in   instituting   against  any   Designated   Lender  any   bankruptcy,
reorganization,  arrangement,  insolvency or  liquidation  proceeding  under any
federal or state  bankruptcy or similar law, until the later to occur of (x) one
year and one day after the  payment  in full of the latest  maturing  commercial
paper note issued by such  Designated  Lender and (y) the  Termination  Date. In
connection with any such  designation  the  Designating  Lender shall pay to the
Agent an  administrative  fee for processing  such  designation in the amount of
$2,000.

         (e) In addition to the assignments and  participations  permitted under
the foregoing  provisions of this Section,  any Lender may assign and pledge all
or any  portion  of its  Loans  and its  Notes to any  Federal  Reserve  Bank as
collateral  security pursuant to Regulation A and any Operating  Circular issued
by such  Federal  Reserve  Bank,  and  such  Loans  and  Notes  shall  be  fully
transferable as provided therein. No such assignment shall release the assigning
Lender from its obligations hereunder.

         (f) A Lender may furnish any information concerning the Borrower or any
of its  Subsidiaries  in the  possession  of such  Lender  from  time to time to
Assignees and Participants (including prospective Assignees and Participants).

         (g) Anything in this Section to the contrary notwithstanding, no Lender
may assign or  participate  any interest in any Loan held by it hereunder to the
Borrower, the Parent or any of their respective affiliates or Subsidiaries.

         SECTION 12.9.  Governing Law.

         THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF GEORGIA.

         SECTION 12.10.  Litigation.

         (a) EACH PARTY  HERETO  ACKNOWLEDGES  THAT ANY  DISPUTE OR  CONTROVERSY
BETWEEN OR AMONG THE  BORROWER,  THE AGENT OR ANY OF  LENDERS  WOULD BE BASED ON
DIFFICULT  AND  COMPLEX  ISSUES  OF LAW AND FACT AND THAT A TRIAL BY JURY  COULD
RESULT IN  SIGNIFICANT  DELAY AND EXPENSE.  ACCORDINGLY,  TO THE FULLEST  EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF LENDERS,  THE AGENT AND THE BORROWER HEREBY
WAIVES  TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  OF ANY KIND OR NATURE IN ANY
COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST THE BORROWER
ARISING  OUT OF THIS  AGREEMENT,  THE NOTES OR ANY  OTHER  LOAN  DOCUMENT  OR IN
CONNECTION  WITH THE  COLLATERAL  OR ANY LIEN OR BY REASON OF ANY OTHER CAUSE OR
DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF LENDERS OF
ANY KIND OR NATURE.

         (b) THE BORROWER, THE AGENT AND EACH LENDER EACH HEREBY AGREES THAT THE
FEDERAL DISTRICT COURT OF THE NORTHERN  DISTRICT OF GEORGIA OR, AT THE OPTION OF
THE  AGENT,  ANY STATE  COURT  LOCATED  IN FULTON  COUNTY,  GEORGIA,  SHALL HAVE
NON-EXCLUSIVE  JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
OR AMONG THE  BORROWER,  THE AGENT OR ANY OF  LENDERS,  PERTAINING  DIRECTLY  OR
INDIRECTLY  TO THIS  AGREEMENT,  THE NOTES OR ANY OTHER LOAN  DOCUMENT OR TO ANY
MATTER ARISING HEREFROM OR THEREFROM OR THE COLLATERAL.  THE BORROWER  EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED  IN SUCH COURTS.  THE CHOICE OF FORUM SET FORTH IN THIS SECTION  SHALL
NOT BE DEEMED TO PRECLUDE  THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER
OR THE  ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT  OBTAINED IN SUCH
FORUM IN ANY OTHER APPROPRIATE  JURISDICTION.  further, the Borrower irrevocably
waives,  to the fullest extent  permitted by APPLICABLE law, any objection which
it may now or hereafter  have to the laying of the venue of any such  proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.

         (c) THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND
WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES  THEREOF,  AND SHALL SURVIVE
THE PAYMENT OF THE LOANS AND ALL OTHER  AMOUNTS  PAYABLE  HEREUNDER OR UNDER THE
OTHER LOAN DOCUMENTS AND THE TERMINATION OF THIS AGREEMENT.

         SECTION 12.11.  Confidentiality.

         Except as  otherwise  provided by  Applicable  Law,  the Agent and each
Lender  shall  utilize  all  non-public  information  obtained  pursuant  to the
requirements  of this Agreement in accordance  with its customary  procedure for
handling confidential information of this nature and in accordance with safe and
sound  banking  practices  but in any event may make  disclosure:  (a) to any of
their respective  affiliates (provided they shall agree to keep such information
confidential  in accordance  with the terms of this Section);  (b) as reasonably
required  by  any  bona  fide  Assignee,  Participant  or  other  transferee  in
connection with the  contemplated  transfer of any Commitment or  participations
therein  as  permitted  hereunder  (provided  they  shall  agree  to  keep  such
information  confidential in accordance with the terms of this Section);  (c) as
required by any Governmental  Authority or representative thereof or pursuant to
legal  process;  (d) to the Agent's or such  Lender's  independent  auditors and
other professional advisors (provided they shall be notified of the confidential
nature  of the  information);  and  (e)  after  the  happening  and  during  the
continuance of an Event of Default,  to any other Person, in connection with the
exercise  by the Agent or the  Lenders of rights  hereunder  or under any of the
other Loan Documents.

         SECTION 12.12.  Counterparts; Integration.

         This  Agreement  may be signed in any number of  counterparts,  each of
which shall be an original,  with the same effect as if the  signatures  thereto
and hereto were upon the same  instrument.  This  Agreement,  together  with the
other Loan Documents,  constitutes the entire agreement and understanding  among
the  parties   hereto  and   supersedes   any  and  all  prior   agreements  and
understandings, oral or written, relating to the subject matter hereof.

         SECTION 12.13.  Invalid Provisions.

         Any  provision of this  Agreement or any other Loan  Document held by a
court of competent  jurisdiction to be illegal,  invalid or unenforceable  shall
not invalidate the remaining provisions of such Loan Document which shall remain
in full  force and  effect  and the  effect  thereof  shall be  confined  to the
provision held invalid or illegal.

         SECTION 12.14.  No Novation.

         This  Agreement  and the other Loan  Documents  are being  amended  and
restated in their  entirety  for the  convenience  of the parties  hereto.  This
Agreement  and the other Loan  Documents  merely  amend,  modify and restate the
indebtedness,  liabilities and obligations  evidenced  hereby and thereby and do
not  constitute,  and it is the express  intent of the parties  hereto that this
Agreement and the other Loan Documents do not effect, a novation of the existing
indebtedness, liabilities and obligations incurred by the Borrower and the other
Loan  Parties  pursuant to the Existing  Credit  Agreement.  Such  indebtedness,
liabilities and obligations  continue to remain  outstanding and are amended and
modified only to the extent this  Agreement and the other Loan  Documents  amend
and modify  the  Existing  Credit  Agreement  and the  original  Loan  Documents
executed and delivered in connection therewith.


                            [Signatures on Next Page]



<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amended and
Restated  Credit  Agreement to be duly executed by their  respective  authorized
officers as of the day and year first above written.

                        REGENCY CENTERS, L.P.

                        By: Regency Realty Corporation, 
                            its sole general partner

                            By:                                          
                               Name:                                        
                               Title:                                       

                         REGENCY REALTY CORPORATION

                         By:                                         
                            Name:                                       
                            Title:                                      


         STATE OF GEORGIA

         COUNTY OF                             


         BEFORE ME, a Notary Public in and for said County,  personally appeared
, known to me to be a person  who,  as  ____________________________  of Regency
Realty  Corporation,  on its own  behalf and as the  general  partner of Regency
Centers,  L.P.,  the entity which  executed the  foregoing  Amended and Restated
Credit  Agreement,  signed the same, and  acknowledged to me that he did so sign
said instrument in the name and upon behalf of said corporation as an officer of
said corporation.

         IN TESTIMONY WHEREOF,  I have hereunto  subscribed my name, and affixed
my official seal, this ____ day of February, 1999.


                                     Notary Public

                                     My Commission Expires:







<PAGE>


      [Signature Page to Amended and Restated Credit Agreement dated as of
                  February 26, 1999 with Regency Centers, L.P.]



 WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Agent, as the Swingline Lender 
 and as a Lender


                                      By:                                      
                                         Name:                                 
                                         Title:                                

                                      Lending Office (all Types of Loans):

                                      Wells Fargo Bank, National Association
                                      2859 Paces Ferry Road, Suite 1805
                                      Atlanta, Georgia  30339
                                      Attention:  Mary Ann Kelly
                                      Telecopier:  (404) 435-2262
                                      Telephone:  (404) 435-3800

                                      Commitment Amount:

                                        $100,000,000




                       [Signatures Continued on Next Page]



<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
 February 26, 1999 with Regency Centers, L.P.]



                                   FIRST UNION NATIONAL BANK


                                    By:                                         
                                    Name:                                       
                                    Title:                                      

                                       Lending Office (all Types of Loans):

                                       First Union National Bank
                                       REIT Banking Unit
                                       One First Union Center
                                       Charlotte, North Carolina  28288-0166
                                       Attention:  John A. Schissel
                                       Telecopier:  (704) 383-6205
                                       Telephone:  (704) 383-1967

                                         Commitment Amount:

                                           $100,000,000






<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of 
February 26, 1999 with Regency Centers, L.P.]



                                     WACHOVIA BANK, N.A.


                                     By:                                       
                                       Name:                                   
                                       Title:                                  

                                     Lending Office (all Types of Loans):

                                      Wachovia Bank, N.A.
                                      191 Peachtree Street, N.E., 30th Floor
                                      Atlanta, Georgia  30303
                                      Attention:  Cathy A. Casey
                                      Telecopier:  (404) 332-4066
                                      Telephone:  (404) 332-5649

                                            Commitment Amount:

                                            $85,000,000






<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
 February 26, 1999 with Regency Centers, L.P.]



                                            COMMERZBANK AG, ATLANTA AGENCY


                                            By:                                
                                                 Name:                         
                                                 Title:                        

                                            By:                                
                                                 Name:                         
                                                 Title:                        


                                   Lending Office (all Types of Loans)

                                   Commerzbank AG, Atlanta Agency
                                   2 World Financial Center
                                   New York, New York  10281
                                   Attention:  David Schwartz/ Christine Finkel
                                   Telecopier:  (212) 266-7565
                                   Telephone:  (212) 266-7632 / 7375

                                         Commitment Amount:

                                            $50,000,000






<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
 February 26, 1999 with Regency Centers, L.P.]



                                            PNC BANK, NATIONAL ASSOCIATION


                                            By:                                
                                                 Name:                         
                                                 Title:                        

                                            Lending Office (all Types of Loans):

                                            PNC Bank, National Association
                                            One PNC Plaza, 19th Floor
                                            249 Fifth Avenue
                                            Mail Stop- PI-POPP-19-2
                                            Pittsburgh, Pennsylvania  15222
                                            Attention:  Jan Dotchin
                                            Telecopier:  (412) 768-5754
                                            Telephone:  (412) 762-3986

                                            Commitment Amount:

                                            $50,000,000






<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
February 26, 1999 with Regency Centers, L.P.]



                                            AMSOUTH BANK


                                            By:                                
                                                 Name:                         
                                                 Title:                        

                                            Lending Office (all Types of Loans):

                                            AmSouth Bank
                                            1900 5th Avenue North
                                            AmSouth-Sonat Tower, 9th Floor
                                            Birmingham, Alabama 35203
                                            Attention:  Buddy Sharbel
                                            Telecopier: (205) 326-4075
                                            Telephone: (205) 581-7647

                                            Commitment Amount:

                                            $40,000,000





<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
February 26, 1999 with Regency Centers, L.P.]



                                            CHASE BANK OF TEXAS, N.A.


                                            By:                                
                                                 Name:                         
                                                 Title:                        

                                            Lending Office (all Types of Loans):

                                            Chase Bank of Texas, N.A.
                                            707 Travis, 6th Floor North
                                            Houston, Texas  77572
                                            Attention:  Kent Kaiser
                                            Telecopier: (713) 216-7713
                                            Telephone: (713) 216-8699

                                            Commitment Amount:

                                            $35,000,000




<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
February 26, 1999 with Regency Centers, L.P.]



                                            SOUTHTRUST BANK, N.A.


                                            By:                                
                                                 Name:                         
                                                 Title:                        

                                     Lending Office (all Types of Loans):

                                     SouthTrust Bank, N.A.
                                     420 North 20th Street, 11th Floor
                                     Birmingham, Alabama  35203
                                     Attention:  Sam Boroughs- Corporate Banking
                                     Telecopier: (205) 254-8270
                                     Telephone: (205) 254-5039

                                            Commitment Amount:

                                            $35,000,000




<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
February 26, 1999 with Regency Centers, L.P.]



                                            SUNTRUST BANK, ATLANTA


                                            By:                                
                                                 Name:                         
                                                 Title:                        

                                        Lending Office (all Types of Loans):

                                        SunTrust Bank, Atlanta
                                        Real Estate Finance MC 081
                                        P.O. Box 4418, 50 Hurt Plaza, Suite 700
                                        Atlanta, Georgia  30303
                                        Attention:  John Neill
                                        Telecopier: (404) 827-6774
                                        Telephone: (404) 588-8248

                                            Commitment Amount:

                                            $30,000,000




<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
February 26, 1999 with Regency Centers, L.P.]



                                            ING (U.S.) CAPITAL LLC


                                            By:                                
                                                 Name:                         
                                                 Title:                        

                                            Lending Office (all Types of Loans):

                                            ING Barings
                                            55 E. 52nd Street, 35th Floor
                                            New York, New York  10055
                                            Attention:  Wendy Spears/ Layne Poma
                                            Telecopier: (212) 409-5853
                                            Telephone: (212) 409-1854 / 1760

                                            Commitment Amount:

                                            $25,000,000



<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
February 26, 1999 with Regency Centers, L.P.]



                                            LASALLE NATIONAL BANK


                                            By:                                 
                                                 Name:                          
                                                 Title:                         

                                            Lending Office (all Types of Loans):

                                            LaSalle National Bank
                                            135 S. LaSalle Street, Suite 1225
                                            Chicago, Illinois  60603
                                            Attention:  Peter Margolin
                                            Telecopier: (312) 904-6691
                                            Telephone: (312) 904-8509

                                            Commitment Amount:

                                            $25,000,000




<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
February 26, 1999 with Regency Centers, L.P.]



                                            STAR BANK, N.A.


                                            By:                                 
                                                 Name:                          
                                                 Title:                         

                                        Lending Office (all Types of Loans):

                                        Star Bank, N.A.
                                        425 Walnut Street, 10th Floor, ML #9205
                                        Cincinnati, Ohio  45202
                                        Attention:  Glenn Baumann
                                        Telecopier: (513) 632-5590
                                        Telephone: (513) 632-4473

                                            Commitment Amount:

                                            $25,000,000




<PAGE>
[Signature Page to Amended and Restated Credit Agreement dated as of
February 26, 1999 with Regency Centers, L.P.]



           BANK ONE, ARIZONA, NA, a national banking association


                                            By:                                
                                                 Name:                         

                                            Lending Office (all Types of Loans):

                                            Bank One, Arizona, NA
                                            201 N. Central Avenue, 19th Floor
                                            Phoenix, Arizona  85004
                                            Attention:  Todd Popovich
                                            Telecopier: (602) 221-4435
                                            Telephone: (602) 221-2375

                                            Commitment Amount:

                                            $20,000,000




<PAGE>


[Signature Page to Amended and Restated Credit Agreement dated as of
February 26, 1999 with Regency Centers, L.P.]



                                            MELLON BANK, N.A.


                                            By:                                
                                                 Name:                         
                                                 Title:                        

                                            Lending Office (all Types of Loans)

                                            Mellon Bank, N.A.
                                            One Mellon Bank Center, Room 2940
                                            Pittsburgh, Pennsylvania 15258-0001
                                            Attention:  Theresa Sicuro
                                            Telecopier: (412) 234-4146
                                            Telephone: (412) 234-6757

                                            Commitment Amount:

                                            $15,000,000





<PAGE>









                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                February 26, 1999

                                      among

                             REGENCY CENTERS, L.P.,
                                as the Borrower,

                           REgency realty corpoRation,
                                 as the Parent,

The financial institutions party hereto and their assignees under Section 12.8.
 hereof,as the Lenders,

                           FIRST UNION NATIONAL BANK,
                              as Syndication Agent,

                              WACHOVIA BANK, N.A.,
                             as Documentation Agent,

                                     Each of
                 COMMERZBANK AKTIENGESELLSCHAFT, ATLANTA AGENCY
                                       and
                         pnc bank, national Association,
                              as a Managing Agent,

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                          as the Administrative Agent



<PAGE>


                                      - v -

ATL01/10397815v9                A&B Draft 02/24/99

                                TABLE OF CONTENTS


ARTICLE I.  DEFINITIONS........................................................2

     SECTION 1.1.  Definitions.................................................2
     SECTION 1.2.  General; References to Time................................25

ARTICLE II.  CREDIT FACILITY..................................................25

     SECTION 2.1.  Revolving Loans............................................25
     SECTION 2.2.  Bid Rate Loans.............................................27
     SECTION 2.3.  Swingline Loans............................................30
     SECTION 2.4.  Number of Interest Periods.................................32
     SECTION 2.5.  Continuation...............................................32
     SECTION 2.6.  Conversion.................................................33
     SECTION 2.7.  Interest Rate..............................................33
     SECTION 2.8.  Repayment of Loans.........................................34
     SECTION 2.9.  Voluntary Reductions of the Commitments....................35
     SECTION 2.10.  Extension of Revolving Credit Termination Date............36
     SECTION 2.11.  Term Loan Conversion......................................37
     SECTION 2.12.  Notes.....................................................37
     SECTION 2.13.  Option to Replace Lenders.................................37
     SECTION 2.14.  Amount Limitations........................................38
     SECTION 2.15.  Letters of Credit.........................................38

ARTICLE III.  GENERAL LOAN PROVISIONS.........................................43

     SECTION 3.1.  Fees.......................................................43
     SECTION 3.2.  Computation of Interest and Fees...........................44
     SECTION 3.3.  Pro Rata Treatment.........................................44
     SECTION 3.4.  Sharing of Payments, Etc...................................45
     SECTION 3.5.  Defaulting Lenders.........................................45
     SECTION 3.6.  Purchase of Defaulting Lender's Pro Rata Share.............46
     SECTION 3.7.  Usury......................................................46
     SECTION 3.8.  Agreement Regarding Interest and Charges...................47
     SECTION 3.9.  Statements of Account......................................47
     SECTION 3.10.  Reliance..................................................47
     SECTION 3.11.  Taxes.....................................................48

ARTICLE IV.  UNENCUMBERED POOL PROPERTIES.....................................49

     SECTION 4.1. Acceptance of Unencumbered Pool Properties..................49
     SECTION 4.2.  Termination of Designation as Unencumbered
                       Pool Property....................................... ..52
     SECTION 4.3.  Additional Requirements of Unencumbered Pool Properties....53

ARTICLE V. YIELD PROTECTION, ETC........................................... ..53

     SECTION 5.1.  Additional Costs; Capital Adequacy.........................53
     SECTION 5.2.  Suspension of LIBOR Loans..................................54
     SECTION 5.3.  Illegality............................................. ...55
     SECTION 5.4.  Compensation.............................................. 55
     SECTION 5.5.  Treatment of Affected Loans.............................. .56
     SECTION 5.6.  Change of Lending Office...................................56

ARTICLE VI.  CONDITIONS.......................................................56

     SECTION 6.1.  Effectiveness..............................................56
     SECTION 6.2.  Conditions to All Loans and Letters of Credit..............59
     SECTION 6.3.  Conditions to Conversion to Term Loans.....................60

ARTICLE VII.  REPRESENTATIONS AND WARRANTIES..................................60

     SECTION 7.1.  Existence and Power........................................60
     SECTION 7.2.  Ownership Structure..................... ..................60
     SECTION 7.3.  Authorization of Agreement, Notes, Loan Documents and 
                    Borrowings................................................61
     SECTION 7.4.  Compliance of Agreement, Notes, Loan Documents and Borrowing 
                   with Laws, etc.............................................61
     SECTION 7.5.  Compliance with Law; Governmental Approvals................61
     SECTION 7.6.  Existing Indebtedness......................................62
     SECTION 7.7.  Title to Properties; Liens.................................62
     SECTION 7.8.  Unencumbered Pool Properties...............................62
     SECTION 7.9.  Leases.....................................................62
     SECTION 7.10.  Material Contracts........................................62
     SECTION 7.11.  Margin Stock..............................................63
     SECTION 7.12.  Transactions with Affiliates..............................63
     SECTION  7.13.  Absence of Defaults......................................63
     SECTION 7.14.  Financial Information.....................................63
     SECTION 7.15.  Litigation................................................64
     SECTION 7.16.  ERISA.....................................................64
     SECTION 7.17.  Environmental Matters.....................................65
     SECTION 7.18.  Taxes.....................................................66
     SECTION 7.19.  Investment Company; Public Utility Holding Company........66
     SECTION 7.20.  Full Disclosure...........................................66
     SECTION 7.21.  Not Plan Assets...........................................66
     SECTION 7.22.  Business..................................................67
     SECTION 7.23.  Title to Properties; Necessary Agreements, Licenses,
                     Permits; Adverse Contracts...............................67
     SECTION 7.24.  Non-Guarantor Entities................... ................67

ARTICLE VIII.  COVENANTS......................................................67

     SECTION 8.1.  Information................................................67
     SECTION 8.2.  ERISA Reporting............................................70
     SECTION 8.4.  Preservation of Existence and Similar Matters..............71
     SECTION 8.5.  Maintenance of Property....................................72
     SECTION 8.6.  Conduct of Business........................................72
     SECTION 8.7.  Insurance..................................................72
     SECTION 8.8.  Modifications to Material Contracts........................72
     SECTION 8.9.  Environmental Laws.........................................72
     SECTION 8.10.  Compliance with Laws and Material Contracts...............73
     SECTION 8.11.  Inspection of Property, Books and Records.................73
     SECTION 8.12.  Indebtedness..............................................73
     SECTION 8.13.  Consolidations, Mergers and Sales of Assets...............74
     SECTION 8.14.  Use of Proceeds and Letters of Credit.....................74
     SECTION 8.15. Tenant Concentration.......................................74
     SECTION 8.16. Acquisitions...............................................74
     SECTION 8.17.  Exchange Listing..........................................75
     SECTION 8.18.  REIT Status...............................................75
     SECTION 8.19.  Negative Pledge; Restriction on Distribution Rights.......75
     SECTION 8.20.  Agreements with Affiliates................................75
     SECTION 8.21.  ERISA Exemptions..........................................75
     SECTION 8.22.  Compliance with and Amendment of Charter or Bylaws........76
     SECTION 8.23.  Distributions.............................................76
     SECTION 8.24.  New Guarantors............................................76
     SECTION 8.25.  Acquisitions or Developments of Properties................78
     SECTION 8.26.  Transfer of Properties to Borrower........................78
     SECTION 8.27.  Asset Value of Non-Guarantor Entities.....................79
     SECTION 8.28.  Year 2000 Compliance......................................79
     SECTION 8.29.  Hedging Agreements........................................79

Article IX.  Financial Covenants..............................................79

     SECTION 9.1.  Minimum Net Worth..........................................79
     SECTION 9.2.  Ratio of Total Liabilities to Gross Asset Value............80
     SECTION 9.3.  Ratio of Secured Indebtedness to Gross Asset Value.........80
     SECTION 9.4.  Ratio of EBITDA to Interest Expense........................80
     SECTION 9.5.  Ratio of EBITDA to Debt Service, Preferred Stock 
                   Distributions and Reserve for Replacements.................80
     SECTION 9.6.  Unsecured Interest Expense Coverage........................80
     SECTION 9.7.  Permitted Investments......................................80
     SECTION 9.8.  Floating Rate Debt.........................................81
     SECTION 9.9.  Limitation on Non-Wholly Owned Subsidiaries,
                   Preferred Stock Entities and Unconsolidated Affiliates.....82

ARTICLE X.  DEFAULTS..........................................................82

     SECTION 10.1.  Events of Default.........................................82
     SECTION 10.2.  Remedies..................................................85
     SECTION 10.3.  Allocation of Proceeds....................................85
     SECTION 10.4.  Rights Cumulative.........................................86
     SECTION 10.5.  Recission of Acceleration by Majority Lenders.............86
     SECTION 10.6.  Collateral Account........................................87

ARTICLE XI.  THE AGENT........................................................87

         SECTION 11.1.  Appointment and Authorization.........................87
         SECTION 11.2.  The Agent and Affiliates..............................88
         SECTION 11.3.  Collateral Matters....................................89
         SECTION 11.4.  Approvals of the Lenders..............................89
         SECTION 11.5.  Notice of Defaults....................................89
         SECTION 11.6.  Consultation with Experts.............................89
         SECTION 11.7.  Liability of the Agent................................90
         SECTION 11.8.  Indemnification of the Agent..........................90
         SECTION 11.9.  Credit Decision.......................................90
         SECTION 11.10.  Successor Agent......................................91
         SECTION 11.11.  Approvals and Other Actions by Majority Lenders......91
         SECTION 11.12.  Documentation, Syndication and Managing Agents.......92

ARTICLE XII.  MISCELLANEOUS...................................................92

         SECTION 12.1.  Notices...............................................92
         SECTION 12.2.  No Waivers............................................93
         SECTION 12.3.  Expenses..............................................93
         SECTION 12.4.  Stamp, Intangible and Recording Taxes.................94
         SECTION 12.5.  Indemnification.......................................94
         SECTION 12.6.  Setoff................................................95
         SECTION 12.7.  Amendments............................................95
         SECTION 12.8.  Successors and Assigns................................97
         SECTION 12.9.  Governing Law.........................................99
         SECTION 12.10.  Litigation...........................................99
         SECTION 12.11.  Confidentiality.....................................100
         SECTION 12.12.  Counterparts; Integration...........................101
         SECTION 12.13.  Invalid Provisions..................................101
         SECTION 12.14.  No Novation.........................................101

Exhibit A                Form of Assignment and Acceptance Agreement
Exhibit B                Form of Designation Agreement
Exhibit C                Form of Revolving Note
Exhibit D                Form of Bid Rate Note
Exhibit E                Form of Swingline Note
Exhibit F                Form of Notice of Borrowing
Exhibit G                Form of Notice of Continuation
Exhibit H                Form of Notice of Conversion
Exhibit I                Form of Bid Rate Quote Request
Exhibit J                Form of Bid Rate Quote
Exhibit K                Form of Bid Rate Quote Acceptance
Exhibit L                Form of Notice of Swingline Borrowing
Exhibit M                Form of Extension Request
Exhibit N                Form of Opinion of Borrower's Counsel
Exhibit O                Form of Guaranty
Exhibit P                Form of Unencumbered Pool Certificate
Exhibit Q                Form of Compliance Certificate
Exhibit R                Form of Property Certificate

Schedule 4.1.            Unencumbered Pool Properties
Schedule 7.2.            Ownership Structure
Schedule 7.6.            Existing Indebtedness
Schedule 7.10.           Material Contracts
Schedule 7.12.           Transactions with Affiliates
Schedule 7.15.           Litigation
Schedule 7.16.           ERISA
Schedule 7.24.           Non-Guarantor Entities
Schedule 8.25.           Acquisition or Development of Properties
Schedule 8.29.           Hedging Agreements






<TABLE>
<CAPTION>
                                                   East Disclosure Schedule

                        Subsidiaries of Regency Realty Corporation and Equity Ownership Thereof

                                                                                         NATURE OF                  % OF
        ENTITY                     JURISDICTION             OWNER(S)                     INTEREST                 OWNERSHIP
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                              <C>                           <C>
Regency Centers, L.P.                Delaware         Regency Realty Corporation       General Partnership            95%
                                                      Outside Investors                Limited Partnership             5%

Regency Realty Group, Inc            Florida          The Regency Group, Inc.          Common Stock                   93%
(formerly  Regency  Realty                            Regency Centers, L.P.            Common Stock                    7%
Group II, Inc.)                                       Regency Centers, L.P.            Preferred Stock               100%

RRC Lender, Inc.                     Florida          Regency Realty Group, Inc.       Common Stock                  100%

Chestnut Powder, LLC                 Georgia          Regency Realty Group, Inc.       Member                        100%

Marietta Outparcel, Inc.             Georgia          Regency Realty Group, Inc.       Common Stock                  100%

Barnett Shoales, LLC                 Georgia          Regency Realty Group, Inc.       Member                        100%

Panama Cove, Inc.                    Florida          Regency Realty Group, Inc.       Common Stock                  100%

Thompson-Nolensville, LLC            Florida          Regency Realty Group, Inc.       Member                        100%

Dixon, LLC                           Florida          Regency Realty Group, Inc.       Member                        100%

Rhett-Remount, LLC                   Florida          Regency Realty Group, Inc.       Member                        100%

Dunn & Briarcliff, Inc.              Florida          Regency Realty Group, Inc.       Common Stock                  100%

Edmunson Orange Corp.                Tennessee        Regency Realty Group, Inc.       Common Stock                  100%

Tulip Grove, LLC                     Florida          Edmunson Orange Corp.
            Member                        100%

Hermitage Development, LLC           Florida          Edmunson Orange Corp.            Member                        100%

West End Property, LLC               Florida          Edmunson Orange Corp.            Member                        100%

RRC FL SPC, Inc.                     Florida          Regency Realty Corporation       Common Stock                  100%

RRC GA SPC, Inc.                     Georgia          Regency Realty Corporation       Common Stock                  100%

RRC AL SPC, Inc.                     Alabama          Regency Realty Corporation       Common Stock                  100%

RRC MS SPC, Inc.                     Mississippi      Regency Realty Corporation       Common Stock                  100%

RRC General SPC, Inc.                Florida          Regency Realty Corporation       Common Stock                  100%

RRC Limited SPC, Inc.                Florida          Regency Realty Corporation       Common Stock                  100%

RRC FL Five, Inc.                    Florida          Regency Realty Corporation       Common Stock                  100%

RRC Acquisitions, Inc.               Florida          Regency Realty Corporation       Common Stock                  100%

Regency Office Partnership, L.P.     Delaware         Regency Centers, L.P.            General Partnership            99%
                                                      Regency Realty Corporation       Limited Partnership             1%

Equiport Associates, L.P.            Georgia          Regency Centers, L.P.            General Partnership            55%
                                                      Outside Investors                Limited Partnership            45%

Branch/HOP Associates, l.P.          Georgia          Regency Centers, L.P.            General Partnership         50.01%
                                                      Outside Investors                Limited Partnership         49.99%

Old Fort Associates, L.P.            Georgia          Regency Centers, L.P.            General Partnership         66.70%
                                                      Outside Investors                Limited Partnership         33.30%
Fieldstone Associates, L.P.          Georgia          Regency Centers, L.P.            General Partnership             7%
                                                      Outside Investors                Limited Partnership            30%

Treasure Coast Investors, Ltd.       Florida          RRC General SPC, Inc.            General Partnership            99%
                                                      RRC Limited SPC, Inc.            Limited Partnership             1%

Regency Rosewood Temple Terrace,     Florida          RRC General SPC, Inc.            General Partnership            99%
Ltd.                                                  RRC Limited SPC, Inc.            Limited Partnership             1%

Landcom Regency Mandarin, Ltd.       Florida          RRC General SPC, Inc.            General Partnership            99%
                                                      RRC Limited SPC, Inc.            Limited Partnership             1%

RSP IV Criterion, Ltd.               Florida          RRC General SPC, Inc.            General Partnership            99%
                                                      RRC Limited SPC, Inc.            Limited Partnership             1%

RRC Operating Partnership of         Georgia          Regency Centers, L.P.            General Partnership            16%
Georgia, L.P.                                         Outside Investors                Limited Partnership            84%

Regency Ocean East Partnership       Florida          Regency Centers, L.P.            General Partnership            25%
Limited                                               Outside Investors                Limited Partnership            75%

R&M Western Partnership, L.P.        Delaware         Regency Realty Group, Inc.       General Partnership         24.00%
                                                      Regency Centers, L.P.            Limited Partnership          1.00%

Delk Spectrum, L.P.                  Georgia          Regency Realty Corporation       General Partnership          6.21%
                                                      Outside Investors                Limited Partnership         93.79%

OTR/Regency Colorado Realty          Ohio             R&M Western Partnership, L.P.    General Partnership            30%
Holdings, L.P.                                         

OTR/Regency Texas Realty Holdings,   Ohio             R&M Western Partnership, L.P.    General Partnership            30%
L.P.                                                   

T&M Allen Development Company        Texas            R&M Western Partnership, L.P.    General Partnership            50%
                                                      Topvalco

T&M Arlington Development Company    Texas            R&M Western Partnership, L.P.    General Partnership            50%
                                                      Topvalco                         General Partnership            50%

M&KS Arvada Development, LLC         Colorado         R&M Western Partnership, L.P.    Member                         50%
                                                      Dillon Real Estate               Member                         50%

M&KS Parker Development, LLC         Colorado         R&M Western Partnership, L.P.    Member                         50%
                                                      Dillon Real Estate               Member                         50%

M&KS Cheyenne Meadows Development,   Colorado         R&M Western Partnership, L.P.    Member                         50%
LLC                                                   Dillon Real Estate               Member                         50%

Woodmen Development, LLC             Colorado         R&M Western Partnership, L.P.    Member                         50%
                                                      Outside Investors                Members                        50%

R&KS Dell Range, LLC                 Wyoming          R&M Western Partnership, L.P.    Member                         50%
                                                      Dillon Real Estate               Member                         50%

T&M Frisco Development Company       Texas            R&M Western Partnership, L.P.    General Partnership            50%
                                                      Topvalco                         General Partnership            50%

T&M Shiloh Development Company       Texas            R&M Western Partnership, L.P.    General Partnership            50%
                                                      Topvalco                         General Partnership            50%

T&M Realty No. 1, LLC                Georgia          Regency Centers, L.P.            Member                         50%
                                                      Topvalco                         Member                         50%

Queensboro Associates, L.P.          Delaware         Regency Centers, L.P.            General Partnership            50%
                                                      Outside Investors                Limited Partnership            50%

</TABLE>




                                                                    Exhibit 23






                          Independent Auditors' Consent



The Board of Directors
Regency Realty Corporation:

     We consent to  incorporation  by reference in the  registration  statements
(No. 33-86886, No. 333-930, No. 333-2546, and No.333-52089) on Form S-3 and (No.
333-24971) on Form S-8 of Regency Realty  Corporation,  and to  incorporation by
reference in the  registration  statements  (No. No.  333-72899) on Form S-3 and
(No.  333-63723)  on Form S-4 of Regency  Centers,  L.P.,  of our reports  dated
February  1,  1999,  except  for Note 13 as to which the date is March 1,  1999,
relating to the consolidated  balance sheets of Regency Realty Corporation as of
December  31,  1998  and  1997,  and  the  related  consolidated  statements  of
operations,  stockholders'  equity,  and cash flows for each of the years in the
three year period ended December 31, 1998, and related  schedule,  which reports
appear in the December 31, 1998,  annual  report on Form 10-K of Regency  Realty
Corporation.



                                                 KPMG LLP



Jacksonville, Florida
March 12, 1999






<TABLE> <S> <C>
                                         
<ARTICLE>                                     5
<LEGEND>                                
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM REGENCY
REALTY CORPORATION'S ANNUAL REPORT FOR THE YEAR ENDED 12/31/98
</LEGEND>                               
<CIK>                                         0000910606
<NAME>                                        REGENCY REALTY CORPORATION
<MULTIPLIER>                                  1
                                               
<S>                                               <C>
<PERIOD-TYPE>                                             12-MOS
<FISCAL-YEAR-END>                                    DEC-31-1998
<PERIOD-END>                                         DEC-31-1998
<CASH>                                                19,919,693
<SECURITIES>                                                   0
<RECEIVABLES>                                         18,546,603
<ALLOWANCES>                                           1,787,686
<INVENTORY>                                                    0
<CURRENT-ASSETS>                                               0
<PP&E>                                             1,250,332,127
<DEPRECIATION>                                        58,983,738
<TOTAL-ASSETS>                                     1,240,107,300
<CURRENT-LIABILITIES>                                          0
<BONDS>                                                        0
<PREFERRED-MANDATORY>                                          0
<PREFERRED>                                                    0
<COMMON>                                                 254,889
<OTHER-SE>                                           550,486,574
<TOTAL-LIABILITY-AND-EQUITY>                       1,240,107,300
<SALES>                                                        0
<TOTAL-REVENUES>                                     143,296,001
<CGS>                                                          0
<TOTAL-COSTS>                                         30,844,193
<OTHER-EXPENSES>                                      25,046,001
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                    28,786,431
<INCOME-PRETAX>                                       50,590,074
<INCOME-TAX>                                                   0
<INCOME-CONTINUING>                                   50,590,074
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                          50,590,074
<EPS-PRIMARY>                                               1.80
<EPS-DILUTED>                                               1.75
        


</TABLE>