SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                                

                                   SCHEDULE 13D


                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                           REGENCY REALTY CORPORATION                 
                                 (Name of Issuer)


                           COMMON STOCK, $0.01 PAR VALUE              
                          (Title of Class of Securities)


                                  758939 10 2                         
                                  (CUSIP Number)


                                  PAUL E. SZUREK
                           SECURITY CAPITAL U.S. REALTY
                                 69, ROUTE D'ESCH
                                L-1470 LUXEMBOURG


                                 (352) 48 78 78                       
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                  JUNE 11, 1996                       
             (Date of Event Which Requires Filing of this Statement)


         If the filing person has previously filed a statement on Sche-
         dule 13G to report the acquisition which is the subject of this
         Schedule 13D, and is filing this schedule because of Rule 13d--
         1(b)(3) or (4), check the following box /   /.

         Check the following box if a fee is being paid with this state-
         ment / X /.  (A fee is not required only if the reporting per-
         son:  (1) has a previous statement on file reporting beneficial
         ownership of more than five percent of the class of securities
         described in Item 1; and (2) has filed no amendment subsequent
         thereto reporting beneficial ownership of five percent or less
         of such class.)  (See Rule 13d-7.)

               Note:  Six copies of this statement, including all 
             exhibits, should be filed with the Commission.  See Rule
            13d-1(a) for other parties to whom copies are to be sent.

                          (Continued on following pages)
                                Page 1 of 11 Pages
<PAGE>



                                                                        
           CUSIP No. 758939 10 2         13D        Page 2 of 11 Pages  
                                                                        
                                                                           
         1    NAME OF PERSON
              SECURITY CAPITAL U.S. REALTY
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


                                                                           
         2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         
                                                                  (a) / /
                                                                         
                                                                  (b) /x/
                                                                           
         3    SEC USE ONLY

                                                                           
         4    SOURCE OF FUNDS*
              BK, OO 
                                                                           
         5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  
              PURSUANT TO ITEMS 2(d) or 2(e)                        /  /   
                                                                           
         6    CITIZENSHIP OR PLACE OF ORGANIZATION
              LUXEMBOURG
                                                                           
                                  7    SOLE VOTING POWER
             NUMBER OF                  7,618,500 (SEE ITEM 5)
             SHARES                                                        
             BENEFICIALLY         8    SHARED VOTING POWER
             OWNED BY                  -0-
             EACH                                                          
             REPORTING            9    SOLE DISPOSITIVE POWER
             PERSON                     7,618,500
             WITH                                                          
                                  10   SHARED DISPOSITIVE POWER
                                       -0-
                                                                           
         11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               7,618,500 (SEE ITEM 5)
                                                                           
         12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES    
              CERTAIN SHARES*                                       /  /   
                                                                           
         13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              53.1% (SEE ITEM 5)
                                                                           
         14   TYPE OF PERSON REPORTING*
              CO
                                                                           
                        *SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>



                                                                        
           CUSIP No. 758939 10 2         13D        Page 3 of 11 Pages  
                                                                        
                                                                           
         1    NAME OF PERSON
              SECURITY CAPITAL HOLDINGS S.A.
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                                                                           
         2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         
                                                                  (a) / /
                                                                         
                                                                  (b) /x/
                                                                           
         3    SEC USE ONLY

                                                                           
         4    SOURCE OF FUNDS*
              BK, OO 
                                                                           
         5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED  
              PURSUANT TO ITEMS 2(d) or 2(e)                        /  /   
                                                                           
         6    CITIZENSHIP OR PLACE OF ORGANIZATION
              LUXEMBOURG
                                                                           
                                  7    SOLE VOTING POWER
             NUMBER OF                  7,618,500 (SEE ITEM 5)
             SHARES                                                        
             BENEFICIALLY         8    SHARED VOTING POWER
             OWNED BY                  -0-
             EACH                                                          
             REPORTING            9    SOLE DISPOSITIVE POWER
             PERSON                     7,618,500
             WITH                                                          
                                  10   SHARED DISPOSITIVE POWER
                                       -0-
                                                                           
         11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               7,618,500 (SEE ITEM 5)
                                                                           
         12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES    
              CERTAIN SHARES*                                       /  /   
                                                                           
         13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              53.1% (SEE ITEM 5)
                                                                           
         14   TYPE OF PERSON REPORTING*
              CO
                                                                           
                        *SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>








         ITEM 1.  SECURITY AND ISSUER.

                  This Statement relates to shares of common stock, par
         value $0.01 per share ("Common Stock"), of Regency Realty Cor-
         poration, a Florida corporation ("Regency").  The principal
         executive offices of Regency are located at 121 West Forsyth
         Street, Suite 200, Jacksonville, Florida 32202.  

         ITEM 2.  IDENTITY AND BACKGROUND.

                  This Statement is filed by Security Capital U.S. Re-
         alty ("Security Capital U.S. Realty"), a corporation organized
         and existing under the laws of Luxembourg, and by Security Cap-
         ital Holdings S.A. ("Holdings"), a corporation organized and
         existing under the laws of Luxembourg and a wholly owned sub-
         sidiary of Security Capital U.S. Realty (together with Security
         Capital U.S. Realty, "USRealty").  The business objective of
         USRealty is to become Europe's preeminent publicly-held real
         estate operating company with strategic investments in leading
         "value-added" real estate operating companies in the United
         States.  USRealty intends to acquire 25% to 45% of the common
         stock of a limited number of U.S. real estate operating compa-
         nies with specific market niches and the potential to be lead-
         ers in their respective peer groups.  USRealty intends to maxi-
         mize shareholder returns in these companies by investing suf-
         ficient capital and, by obtaining representation on the boards
         of directors and committees thereof, participating with manage-
         ments in developing and implementing strategies for long-term
         growth in per share operating results.  The principal offices
         of USRealty are located at 69, route d'Esch, L-1470, Luxem-
         bourg.

                  During the last five years, to the best of USRealty's
         knowledge, neither USRealty nor any of its executive officers
         or directors has been convicted in a criminal proceeding (ex-
         cluding traffic violations or similar misdemeanors) or has been
         a party to a civil proceeding of a judicial or administrative
         body of competent jurisdiction as result of which USRealty or
         such person was or is subject to a judgment, decree, or final
         order enjoining future violations of, or prohibiting or man-
         dating activities subject to, federal or state securities laws,
         or finding any violation with respect to such laws.

              Each executive officer and each director of USRealty is a
         citizen of the United States but, with the exception of one
         director, all executive officers and directors are residents of
         various European countries.  The name, business address, and
         present principal occupation (including the name, principal
         business and address of the corporation or organization in



                                       -4-
<PAGE>







         which such employment is conducted) of each executive officer
         and director is set forth in Exhibit 1 to this Schedule 13D and
         is specifically incorporated herein by reference.

         ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

                  Prior to February 3, 1996, USRealty purchased in stock
         market transactions 119,100 shares of Common Stock for an ag-
         gregate purchase price of $1,912,746 (including commissions).
         These funds were general capital funds of USRealty.

                  Pursuant to a Stock Purchase Agreement, dated as of
         June 11, 1996, by and among Regency, Security Capital U.S. Re-
         alty and Holdings (the "Stock Purchase Agreement"), subject to
         the terms and conditions thereof, Regency has agreed to sell
         and USRealty has agreed to purchase up to 7,499,400 shares of
         Common Stock (such Common Stock, the "Shares").  Security Capi-
         tal U.S. Realty has agreed to advance to Holdings the funds
         necessary to purchase the Shares as required by the Stock Pur-
         chase Agreement, and has guaranteed the performance by Holdings
         of its obligations thereunder.  

                  The aggregate purchase price for the Shares to be paid
         to Regency is up to $132,176,925 (the "Total Equity Commit-
         ment").  These funds will be obtained by USRealty from cash on
         hand and from draw downs under USRealty's $200,000,000 revolv-
         ing credit facility pursuant to a Facility Agreement (the "Fa-
         cility Agreement"), dated June 12, 1996, by and among Security
         Capital U.S. Realty, Holdings, Commerzbank Aktiengesellschaft,
         as arranger and collateral agent, Commerzbank International
         S.A., as administrative agent and the financial institutions
         listed in Schedule 1 thereto.

                  A copy of the Stock Purchase Agreement, and the vari-
         ous Exhibits thereto, is attached hereto as Exhibit 2 and is
         specifically incorporated herein by reference, and the descrip-
         tion herein of such agreement and the Exhibits thereto is qual-
         ified in its entirety by reference to such agreement and Exhib-
         its.  A copy of the Facility Agreement is attached hereto as
         Exhibit 4 and is specifically incorporated herein by reference,
         and the description herein of such agreement is qualified in
         its entirety by reference to such agreement.


         ITEM 4.  PURPOSE OF TRANSACTION.

                  The purchase of the Shares is for the purpose of own-
         ership and not with a view to or for sale in connection with
         any distribution thereof.  USRealty has no present intention or
         plan to effect any distribution of the Shares.  




                                       -5-
<PAGE>







                  Pursuant to the Stock Purchase Agreement, subject to
         certain conditions described below, USRealty will purchase
         934,400 Shares (the "Initial Purchase") at a price of $17.625
         per share at the initial closing under the Stock Purchase
         Agreement.  Thereafter, subject to the terms of the Stock Pur-
         chase Agreement, at such time as Regency may determine (i)
         prior to December 1, 1996, USRealty will purchase 2,717,400
         Shares (the "Second Purchase") at a price of $17.625 per share,
         provided that if the Second Purchase shall not have occurred by
         December 1, 1996, US Realty will have the right, at its elec-
         tion, to cause the Second Purchase on or before December 31,
         1996, and (ii) prior to June 1, 1997, US Realty will purchase
         up to the remaining 3,847,600 Shares in minimum tranches of $30
         million (each, and individually, a "Subsequent Purchase") at a
         price of $17.625 per share, provided that if the Subsequent
         Purchases shall not have occurred by June 1, 1997, USRealty
         will have the right, at its election, to make the Subsequent
         Purchases on or before June 30, 1997.

                  The Stock Purchase Agreement also provides that Re-
         gency will submit to a vote of its shareholders for their ap-
         proval a proposed amendment to Regency's charter to, among
         other things, relax the ownership limitations therein with re-
         spect to USRealty and certain affiliates and transferees and to
         make certain other modifications to facilitate Regency's con-
         tinued qualification as a domestically controlled real estate
         investment trust for federal income tax purposes (a "REIT").

                  The initial closing is subject to various conditions,
         including (i) an irrevocable waiver of application to USRealty
         of the ownership limitations contained in the Company's charter
         with respect to the Initial Shares plus 119,100 shares of Com-
         mon Stock owned by USRealty as of June 11, 1996, (ii) the con-
         tinued treatment of Regency as a REIT, and (iii) satisfaction
         of various customary conditions.  In addition, if the initial
         closing shall not have occurred on or prior to October 31,
         1996, the Stock Purchase Agreement may be terminated by either
         party, unless such party is then in default thereunder.  The
         closings of the Second Purchase and each Subsequent Purchase
         are subject to various conditions, including (i) approval by
         Regency's shareholders of the transaction contemplated by the
         Stock Purchase Agreement, (ii) approval by Regency's sharehold-
         ers of the proposed amendment to Regency's charter to amend the
         ownership limitations to permit USRealty to acquire up to 45%
         of the capital stock of Regency and to make certain other modi-
         fications to facilitate Regency's continued qualification as a
         REIT, (iii) the continued treatment of Regency as a REIT, and
         (iv) satisfaction of various customary conditions.  





                                       -6-
<PAGE>







                  The Stock Purchase Agreement contemplates that the
         parties will enter into a Stockholders Agreement and a Regis-
         tration Rights Agreement at the initial closing.  Forms of such
         agreements are attached as Exhibits to the Stock Purchase
         Agreement filed as an exhibit hereto, are specifically incorpo-
         rated herein by reference, and the description herein of such
         agreements is qualified in its entirety by reference to such
         agreements.  Pursuant to the Stockholders Agreement, USRealty
         will be entitled to certain rights and will be subject to cer-
         tain restrictions, including the following:  (i) from and after
         the date on which Regency's shareholders approve the transac-
         tions contemplated by the Stock Purchase Agreement (the "Share-
         holder Approval Date") until the next annual or special meeting
         at which any directors are to be elected, USRealty will have
         the right to have two directors on Regency's board of direc-
         tors, and after such next annual or special meeting until such
         time as USRealty no longer owns at least 20% of the outstanding
         Common Stock or, if earlier, the expiration of the standstill
         period described in (iv) below, USRealty will generally have
         the right to nominate its proportionate share of Regency's
         board of directors (but in no event more than 49% of the
         directors), (ii) from and after the Shareholder Approval Date
         until USRealty no longer owns at least 20% of the outstanding
         Common Stock, USRealty will have the right to obtain certain
         operating and financial information, (iii) from and after the
         Shareholder Approval Date until USRealty no longer owns at
         least 15% of the outstanding Common Stock, USRealty will have
         the right to participate in Regency's future security offerings
         by purchasing its proportionate share of the securities offered
         therein, (iv) during a standstill period of five years (which
         period is subject to early termination in certain circumstances
         but, if not terminated early, shall be automatically extended
         for one-year increments unless USRealty gives Regency 270 days'
         notice cancelling such extensions or unless sooner terminated
         upon certain events), USRealty will be subject to certain
         limitations and restrictions relating to voting of its shares
         of Common Stock, acquisitions of additional shares of Common
         Stock (generally limited to 45% of the outstanding shares of
         Common Stock), transfers of its shares of Common Stock and
         various other matters, and (v) as long as USRealty owns 20% of
         the outstanding shares of Common Stock and as long as the
         standstill period (including extensions) is in effect, Regency
         may not take certain specified corporate actions relating to
         incurrence of indebtedness, third party property management,
         investments outside the retail shopping center industry and
         REIT termination.  Moreover, pursuant to the Stockholders
         Agreement, from and after the Shareholder Approval Date until
         USRealty does not own at least 20% of the outstanding Common
         Stock, USRealty will consult with and advise Regency on certain
         matters including those concerning Regency's business strategy,
         financing arrangements, acquisition opportunities and investor
         relations.  Pursuant to the Registration Rights Agreement,
         Regency will



                                       -7-
<PAGE>







         grant USRealty certain registration rights to facilitate the
         resale of its Shares under certain conditions and certain tag-
         along rights to sell a portion of its Shares in connection with
         certain extraordinary issuances of stock by Regency.

                  Except as set forth in this Item 4, USRealty presently
         has no plans or proposals that relate to or would result in any
         of the actions specified in clauses (a) through (j) of Item 4
         of Schedule 13D.


         ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

                  As of June 11, 1996 USRealty may be deemed to ben-
         eficially own up to 7,618,500 shares of Common Stock because of
         USRealty's right to acquire up to 7,499,400 of such shares pur-
         suant to and subject to the terms and conditions of the Stock
         Purchase Agreement and because of USRealty's ownership of an
         additional 119,100 shares of Common Stock as of June 11, 1996.
         If USRealty acquires such additional 7,499,400 Shares, USRealty
         will own approximately 53.1% of the outstanding Common Stock,
         and approximately 43.1% on a fully diluted basis, based on the
         number of outstanding shares of Common Stock, and the number of
         outstanding options and other securities convertible into Com-
         mon Stock.  Security Capital Group Incorporated is the largest
         holder of the outstanding interests in Security Capital U.S.
         Realty (although such ownership is less than 40%) and may, for
         purposes of United States securities laws, be deemed to control
         Security Capital U.S. Realty.  Security Capital Group Incorpo-
         rated disclaims beneficial ownership of the Shares to be ac-
         quired by USRealty. 

                  Prior to February 3, 1996, USRealty purchased 119,100
         shares of Common Stock for an aggregate purchase price of
         $1,912,746 (including commissions) through stock market trans-
         actions using general capital funds of USRealty.

                  Except as set forth in this Item 5, to the best knowl-
         edge and belief of USRealty, no transactions involving Common
         Stock have been effected during the past 60 days by USRealty or
         by its directors, executive officers or controlling persons.

         ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATION-
                  SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.       

                  As described above in Item 4, the Stock Purchase
         Agreement, the Stockholders Agreement and the Registration
         Rights Agreement among Regency, Security Capital U.S. Realty
         and Holdings provide for various rights and restrictions with
         respect to Regency's Common Stock.




                                       -8-
<PAGE>







                  A copy of the Stock Purchase Agreement, and the vari-
         ous Exhibits thereto (including the forms of the Stockholders
         Agreement and the Registration Rights Agreement), is attached
         hereto as Exhibit 2 and is specifically incorporated herein by
         reference, and the description herein of such agreement and the
         Exhibits thereto is qualified in its entirety by reference to
         such agreement and Exhibits.

         ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

              The following Exhibits are filed as part of this Schedule
         13D:

         Exhibit 1 -   Name, Business Address, and Present Principal
                       Occupation of Each Executive Officer and Director
                       of Security Capital U.S. Realty and of Security
                       Capital Holdings S.A.

         Exhibit 2 -   Stock Purchase Agreement, dated as of June 11,
                       1996, by and among Regency Realty Corporation,
                       Security Capital Holdings S.A. and Security Capi-
                       tal U.S. Realty 

         Exhibit 3 -   Joint filing agreement pursuant to 13d-1(f)(1)   

         Exhibit 4 -   Facility Agreement, dated June 12, 1996, by and
                       among Security Capital U.S. Realty, Security
                       Capital Holdings S.A., Commerzbank Aktiengesell-
                       schaft, as arranger and collateral agent, Com-
                       merzbank International S.A., as administrative
                       agent and the financial institutions listed in
                       Scedule 1 thereto





















                                       -9-
<PAGE>









                                    SIGNATURE


              After reasonable inquiry and to the best of my knowledge
         and belief, I certify that the information set forth in this
         statement is true, complete, and correct.

                                       SECURITY CAPITAL U.S. REALTY



                                       By: /s/ Paul E. Szurek     
                                          Name: Paul E. Szurek                
                                          Title: Managing Director            



                                       SECURITY CAPITAL HOLDINGS S.A.



                                       By: /s/ Paul E. Szurek     
                                          Name: Paul E. Szurek                  
                                          Title: Managing Director              

         June 21, 1996

























                                       -10-
<PAGE>







                                   EXHIBIT INDEX


                                                               SEQUENTIAL
         EXHIBIT                DESCRIPTION                    PAGE NO.

           1        Name, Business Address, and Present            
                    Principal Occupation of Each Executive
                    Officer and Director of Security Capital
                    U.S. Realty and of Security Capital 
                    Holdings S.A. 

           2        Stock Purchase Agreement, dated as of
                    June 11, 1996, by and among Regency Realty
                    Corporation, Security Capital U.S. Realty
                    and Security Capital Holdings S.A.

           3        Joint filing agreement pursuant to 
                    13d-1(f)(1)                                    

           4        Facility Agreement, dated June 12, 1996, by 
                    and among Security Capital U.S. Realty, 
                    Security Capital Holdings S.A., Commerzbank 
                    Aktiengesellschaft, as arranger and collateral
                    agent, Commerzbank International S.A., as 
                    administrative agent and the financial 
                    institutions listed in Scedule 1 thereto.


























                                       -11-








                                                                EXHIBIT 1



                       NAME, PRINCIPAL BUSINESS, AND ADDRESS
                      OF THE DIRECTORS AND EXECUTIVE OFFICERS
                          OF SECURITY CAPITAL U.S. REALTY
                      AND OF SECURITY CAPITAL HOLDINGS S.A.         


                   The identity and background of the executive officers
         and directors of Security Capital U.S. Realty and Security Capi-
         tal Holdings S.A. are as follows:

         SECURITY CAPITAL U.S. REALTY:

                   1    W. Joseph Houlihan is a Director of Security Cap-
         ital U.S. Realty.  Mr. Houlihan's present principal occupation
         is as Executive Vice President and Director of the Institutional
         Management Group of GIM Algemeen Vermogensbeheer which provides
         investment management and advisory services.  GIM Algemeen Verm-
         ogensbeheer's business address is Fellenoord 35, Postbus 365,
         5600 AJ Eindhoven, The Netherlands.

                   2    James T. Mauck is a Director of Security Capital
         U.S. Realty.  Mr. Mauck's present principal occupation is as
         Managing Director for Continental Europe of R.R. Donnelley &
         Sons Company which provides printing and related services.  R.R.
         Donnelley & Sons Company's European business address is Over-
         schiestraat 59a, 1062XD Amsterdam, The Netherlands.

                   3    William D. Sanders is a Director of Security Cap-
         ital U.S. Realty.  Mr. Sanders' present principal occupation is
         as Chairman of the Board of Directors
 and Chief Executive Of-
         ficer of Security Capital Group Incorporated which controls and
         operates a group of highly focused, fully integrated real estate
         operating companies.  Security Capital Group Incorporated's
         business address is 125 Lincoln Avenue, Santa Fe, New Mexico
         87501.

                   4    Paul E. Szurek is a Managing Director of Security
         Capital U.S. Realty.  Mr. Szurek's present principal occupation
         is as Managing Director of Security Capital U.S. Realty and as
         Managing Director of Security Capital (EU) Management S.A.  Se-
         curity Capital U.S. Realty's and Security Capital (EU) Manage-
         ment S.A.'s business address is 69, route d'Esch, L-1470 Luxem-
         bourg.
<PAGE>



         SECURITY CAPITAL HOLDINGS S.A.:

                   1.   W. Joseph Houlihan is a Director of Security Cap-
         ital Holdings S.A.  Mr. Houlihan's present principal occupation
         is as Executive Vice President and Director of the Institutional
         Management Group of GIM Algemeen Vermogensbeheer which provides
         investment management and advisory services.  GIM Algemeen Verm-
         ogensbeheer's business address is Fellenoord 35, Postbus 365,
         5600 AJ Eindhoven, The Netherlands.

                   2.   James T. Mauck is a Director of Security Capital
         Holdings S.A.  Mr. Mauck's present principal occupation is as
         Managing Director for Continental Europe of R.R. Donnelley &
         Sons Company which provides printing and related services.  R.R.
         Donnelley & Sons Company's European business address is Over-
         schiestraat 59a, 1062XD Amsterdam, The Netherlands.

                   3.   Paul E. Szurek is a Managing Director of Security
         Capital Holdings S.A.  Mr. Szurek's present principal occupation
         is as Managing Director of Security Capital U.S. Realty and as
         Managing Director of Security Capital (EU) Management S.A.  Se-
         curity Capital U.S. Realty's and Security Capital (EU) Manage-
         ment S.A.'s business address is 69, route d'Esch, L-1470 Luxem-
         bourg.










                                                           EXHIBIT 2











                                                                        







                             STOCK PURCHASE AGREEMENT

                                   by and among

                            REGENCY REALTY CORPORATION

                          SECURITY CAPITAL HOLDINGS S.A.

                                       and

                           SECURITY CAPITAL U.S. REALTY

                                   dated as of

                                  June 11, 1996







                                                                        
<PAGE>







                                TABLE OF CONTENTS

                                                                    Page

                                    ARTICLE 1

                                   Definitions

              Section 1.1   "Action"...............................    1
              Section 1.2   "ADA"..................................    1
              Section 1.3   "Advancing Party"......................    2
              Section 1.4   "Affiliate"............................    2
              Section 1.5   "Agreement"............................    2
              Section 1.6   "Amended Company Charter"..............    2
              Section 1.7   "Army Corps of Engineers"..............    2
              Section 1.8   "Articles of Amendment"................    2
              Section 1.9   "Benefit Arrangements".................    2
              Section 1.10  "Blue Sky Laws"........................    2
              Section 1.11  "Breaching Matters"....................    2
              Section 1.12  "Breakup Fee"..........................    2
              Section 1.13  "Business Day".........................    2
              Section 1.14  "Buyer"................................    2
              Section 1.15  "Capital Expenditure Budget and  
                               Schedule"...........................    2
              Section 1.16  "CERCLA"...............................    2
              Section 1.17  "Claim"................................    2
              Section 1.18  "Class B Common Stock".................    2
              Section 1.19  "Closing"..............................    2
              Section 1.20  "Closing Date".........................    3
              Section 1.21  "Code".................................    3
              Section 1.22  "Commitment"...........................    3
              Section 1.23  "Company"..............................    3
              Section 1.24  "Company Charter"......................    3
              Section 1.25  "Company Common Stock".................    3
              Section 1.26  "Company Environmental Reports"........    3
              Section 1.27  "Company Leases".......................    3
              Section 1.28  "Company Plans"........................    3
              Section 1.29  "Company Preferred Stock"..............    3
              Section 1.30  "Company Properties"...................    3
              Section 1.31  "Company Registration Statement".......    3
              Section 1.32  "Company Reports"......................    3
              Section 1.33  "Company Stock"........................    3
              Section 1.34  "Competing
 Transaction"................    3
              Section 1.35  "Controlled Group Liability"...........    4
              Section 1.36  "Cure Notice"..........................    4
              Section 1.37  "Debt Instruments".....................    4
              Section 1.38  "Development Budget and Schedule"......    4
              Section 1.39  "Development Properties"...............    4
              Section 1.40  "Employee Benefit Plans"...............    4


                                       -i-
<PAGE>







              Section 1.41  "Employees"............................    4
              Section 1.42  "Employment Agreements"................    4
              Section 1.43  "Environmental Claim"..................    4
              Section 1.44  "Environmental Laws"...................    4
              Section 1.45  "Environmental Permits"................    4
              Section 1.46  "ERISA"................................    4
              Section 1.47  "ERISA Affiliates".....................    4
              Section 1.48  "Exchange Act".........................    4
              Section 1.49  "Executive Summaries of the Company
                               Environmental Reports"..............    5
              Section 1.50  "GAAP".................................    5
              Section 1.51  "Government Authority".................    5
              Section 1.52  "HSR Act"..............................    5
              Section 1.53  "Indemnified Party"....................    5
              Section 1.54  "Initial Closing"......................    5
              Section 1.55  "Initial Number of Shares".............    5
              Section 1.56  "Initial Purchase Price"...............    5
              Section 1.57  "Insurance Policies"...................    5
              Section 1.58  "IRS"..................................    5
              Section 1.59  "Lease Summaries"......................    5
              Section 1.60  "Liabilities"..........................    5
              Section 1.61  "Liens"................................    6
              Section 1.62  "Loss and Expenses"....................    6
              Section 1.63  "Material Adverse Effect"..............    6
              Section 1.64  "Material Company Leases"..............    6
              Section 1.65  "Materials of Environmental Concern"...    6
              Section 1.66  "Next Dividend"........................    6
              Section 1.67  "1997 and 1998 Preliminary Capital
                               Expenditure Budgets and Schedules"..    6
              Section 1.68  "Other Filings"........................    6
              Section 1.69  "Pension Plans"........................    6
              Section 1.70  "Per Share Purchase Price".............    6
              Section 1.71  "Per Share Additional Purchase Price"..    6
              Section 1.72  "Permitted Liens"......................    6
              Section 1.73  "person"...............................    7
              Section 1.74  "Prior Dividend".......................    7
              Section 1.75  "Projects".............................    7
              Section 1.76  "Property Restrictions"................    7
              Section 1.77  "Proxy Statement"......................    7
              Section 1.78  "Purchase Price".......................    7
              Section 1.79  "Purchased Shares".....................    7
              Section 1.80  "Registration Rights Agreement"........    7
              Section 1.81  "Regulatory Filings"...................    7
              Section 1.82  "REIT".................................    8
              Section 1.83  "Release"..............................    8
              Section 1.84  "Remaining Equity Commitment"..........    8
              Section 1.85  "Rent Roll"............................    8
              Section 1.86  "SEC"..................................    8
              Section 1.87  "Second Closing".......................    8
              Section 1.88  "Second Purchase"......................    8


                                       -ii-
<PAGE>







              Section 1.89  "Securities Act".......................    8
              Section 1.90  "Securities Laws"......................    8
              Section 1.91  "Stock Purchase".......................    8
              Section 1.92  "Stockholders Agreement"...............    8
              Section 1.93  "Subsequent Purchase Price"............    8
              Section 1.94  "Subsequent Purchases".................    8
              Section 1.95  "Subsidiaries".........................    8
              Section 1.96  "Tax"..................................    9
              Section 1.97  "Tax Return"...........................    9
              Section 1.98  "Tenancy Leases".......................    9
              Section 1.99  "Total Equity Commitment"..............    9
              Section 1.100 "Voting Agreements"....................    9
              Section 1.101 "Welfare Plans"........................    9


                                    ARTICLE 2

                       Purchase and Sale of Shares; Closing

              Section 2.1   Purchase and Sale......................    9
              Section 2.2   Consideration..........................   10
              Section 2.3   Initial Closing........................   10
              Section 2.4   Subsequent Purchases and Sales.........   10
              Section 2.5   Additional Agreements and Closing  
                              Deliveries...........................   11
              Section 2.6   Time and Place of Closings.............   11
              Section 2.7   Right to Assign........................   11
              Section 2.8   Company's Right to Cure................   11
              Section 2.9   Additional Purchase Price..............   12


                                    ARTICLE 3

                  Representations and Warranties of the Company

              Section 3.1   Organization and Qualification;
                              Subsidiaries.........................   12
              Section 3.2   Authority Relative to Agreements;
                              Board Approval.......................   13
              Section 3.3   Capital Stock..........................   14
              Section 3.4   No Conflicts; No Defaults; Required
                              Filings and Consents.................   14
              Section 3.5   SEC and Other Documents; Financial
                              Statements; Undisclosed Liabilities..   15
              Section 3.6   Litigation; Compliance With Law........   16
              Section 3.7   Absence of Certain Changes or Events...   16
              Section 3.8   Tax Matters; REIT and Partnership
                              Status...............................   17


                                      -iii-
<PAGE>







              Section 3.9   Compliance with Agreements; Material
                              Agreements...........................   18
              Section 3.10  Financial Records; Company Charter
                              and By-laws; Corporate Records.......   20
              Section 3.11  Properties.............................   21
              Section 3.12  Environmental Matters..................   27
              Section 3.13  Employees and Employee Benefit Plans...   30
              Section 3.14  Labor Matters..........................   32
              Section 3.15  Affiliate Transactions.................   32
              Section 3.16  Insurance..............................   32
              Section 3.17  Proxy Statement........................   32
              Section 3.18  Florida Takeover Law...................   32
              Section 3.19  Vote Required..........................   32
              Section 3.20  Brokers or Finders.....................   33
              Section 3.21  Stockholders Agreement.................   33
              Section 3.22  Knowledge Defined......................   33


                                    ARTICLE 4

         Representations and Warranties of Buyer and the Advancing Party

              Section 4.1   Organization...........................   33
              Section 4.2   Due Authorization......................   34
              Section 4.3   Conflicting Agreements and Other
                              Matters..............................   34
              Section 4.4   Acquisition for Investment;
                              Sophistication; Source of
                              Funds................................   34
              Section 4.5   Proxy Statement........................   35
              Section 4.6   Brokers or Finders.....................   35
              Section 4.7   REIT Qualification Matters.............   35
              Section 4.8   Investment Company Matters.............   35
              Section 4.9   Ownership of Tenants...................   35


                                    ARTICLE 5

                          Covenants Relating to Closings

              Section 5.1   Taking of Necessary Action.............   36
              Section 5.2   Registration Rights Agreement..........   37
              Section 5.3   Stockholders Agreement.................   37
              Section 5.4   Public Announcements; Confidentiality..   37
              Section 5.5   Conduct of the Business................   38
              Section 5.6   No Solicitation of Transactions........   39
              Section 5.7   Information and Access.................   39
              Section 5.8   Notification of Certain Matters........   40
              Section 5.9   Issuance Pursuant to Shelf 
                              Registration.........................   40




                                       -iv-
<PAGE>







                                    ARTICLE 6

                           Certain Additional Covenants

              Section 6.1   Resale.................................   40
              Section 6.2   Use of Funds...........................   40
              Section 6.3   REIT Status............................   40
              Section 6.4   Guarantee..............................   40
              Section 6.5   Property Management Activities
                              and Reorganizational Matters.........   41


                                    ARTICLE 7

                              Conditions to Closings

              Section 7.1   Conditions of Purchase at Initial
                              Closing..............................   41
              Section 7.2   Conditions to Purchase at 
                              Subsequent Closings..................   42
              Section 7.3   Conditions of Purchase at All
                              Closings.............................   44
              Section 7.4   Conditions of Sale.....................   45


                                    ARTICLE 8

                            Survival; Indemnification

              Section 8.1   Survival...............................   46
              Section 8.2   Indemnification by Buyer or the
                              Company..............................   47
              Section 8.3   Third-Party Claims.....................   47


                                    ARTICLE 9

                                   Termination

              Section 9.1   Termination............................   48
              Section 9.2   Procedure and Effect of Termination....   49
              Section 9.3   Expenses...............................   49


                                    ARTICLE 10

                                  Miscellaneous

              Section 10.1  Counterparts...........................   50


                                       -v-
<PAGE>







              Section 10.2  Governing Law..........................   50
              Section 10.3  Entire Agreement.......................   50
              Section 10.4  Notices................................   51
              Section 10.5  Successors and Assigns.................   51
              Section 10.6  Headings...............................   52
              Section 10.7  Amendments and Waivers.................   52
              Section 10.8  Interpretation; Absence of
                              Presumption..........................   52
              Section 10.9  Severability...........................   52
              Section 10.10 Further Assurances.....................   52
              Section 10.11 Specific Performance...................   52
              Section 10.12 Joint and Several Liability............   53
              Section 10.13 Interpretation of Schedules............   53








































                                       -vi-
<PAGE>







                                    SCHEDULES

         Schedule 1.70     Permitted Liens
         Schedule 3.1(d)   Subsidiaries
         Schedule 3.3(a)   Capital Stock Commitments
         Schedule 3.3(b)   Other Equity Interests
         Schedule 3.4(d)-A Consents for Initial Closing
         Schedule 3.4(d)-B Consents for Second Closing
         Schedule 3.4(d)-C Consents for Other Subsequent Closings
         Schedule 3.5(a)   Company Registration Statements
                             and Company Reports
         Schedule 3.6(a)   Pending Litigation
         Schedule 3.7      Absence of Certain Changes or Events
         Schedule 3.8(a)   Tax Matters
         Schedule 3.9(c)   Indebtedness; Joint Venture 
                             and Partnership Agreements 
         Schedule 3.9(d)   Development, Construction, Management
                             and Leasing Arrangements 
         Schedule 3.9(e)   Other Material Agreements
         Schedule 3.9(f)   Conflict Policies and Agreements; Waivers
         Schedule 3.9(g)   Change of Control Provisions
         Schedule 3.10(b)  Corporate Records 
         Schedule 3.11(a)  Property Title Summary
         Schedule 3.11(b)  Properties Violations/Engineering Reports
         Schedule 3.11(d)  Company Properties in Flood Plain Areas
         Schedule 3.11(e)  ADA Status
         Schedule 3.11(f)  Material Company Lease Information
         Schedule 3.11(g)  Letters of Intent or Similar Understandings
         Schedule 3.11(h)  Rights of First Refusal
         Schedule 3.11(i)  Non-Compliance and Capital
                             Expenditure Budget and Schedule 
         Schedule 3.11(j)  Developed, Undeveloped, or
                             Rehabilitated Land of Company Property
         Schedule 3.11(l)  Tenancy Leases 
         Schedule 3.12(a)  Environmental Permits
         Schedule 3.12(e)  Environmental Concerns
         Schedule 3.12(f)  Environmental Reports
         Schedule 3.13(a)  Employment Agreements
         Schedule 3.13(b)  Employee Benefit Plans
         Schedule 3.13(g)  Termination and Retirement Benefits
         Schedule 3.14     Collective Bargaining; Labor Union Agreements
         Schedule 3.15     Affiliate Transactions
         Schedule 4.9      Tenants
         Schedule 6.5(a)   Property Management Activities and Reorgani-
                           zational Matters







                                      -vii-
<PAGE>







                                     EXHIBITS

         Exhibit A         Voting Agreement
         Exhibit B         Registration Rights Agreement
         Exhibit C         Stockholders Agreement
         Exhibit D         Employment Agreement
         Exhibit E         Amended Company Charter














































                                      -viii-
<PAGE>







                   THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dat-
         ed as of June 11, 1996, is made by and among Regency Realty
         Corporation, a Florida corporation (the "Company"), Security
         Capital U.S. Realty, a Luxembourg corporation (the "Advancing
         Party"), and Security Capital Holdings S.A., a Luxembourg cor-
         poration and a wholly owned subsidiary of the Advancing Party
         ("Buyer").


                                    RECITALS:

                   WHEREAS, Buyer wishes to purchase from the Company,
         and the Company wishes to sell to Buyer, up to an aggregate of
         7,499,400 shares (as such number may be adjusted as set forth
         below) of the Company's common stock, par value $0.01 per share
         (the "Company Common Stock") at a price of $17.625 per share;
         and

                   WHEREAS, Buyer and the Company are entering into this
         Agreement to provide for such purchase and sale and to estab-
         lish various rights and obligations in connection therewith;
         and

                   WHEREAS, in consideration for the rights to be grant-
         ed to it in the Stockholders Agreement (as defined below), the
         Advancing Party has agreed to advance to Buyer all funds for
         any and all purchases of Company Common Stock pursuant hereto
         and otherwise guarantee Buyer's obligations hereunder; and

                   WHEREAS, the Company and Buyer believe that the com-
         bination in a strategic partnership of the leadership, exper-
         tise and experience in the retail shopping center industry of
         the Company and the unique market knowledge, operating experi-
         ence, research capabilities and access to capital of Buyer and
         its affiliates will significantly enhance the Company's ability
         to pursue its growth and operating strategies; and

                   WHEREAS, by separate agreement (the "Voting Agree-
         ments"), certain shareholders of the Company have agreed to
         support and vote in favor of this Agreement; 

                   NOW, THEREFORE, in consideration of the premises and
         the representations, warranties, covenants and agreements con-
         tained herein, and for other good and valuable consideration,
         the receipt and sufficiency of which are hereby acknowledged,
         and intending to be legally bound hereby, the parties hereto
         hereby agree as follows:






                                       -1-
<PAGE>







                                    ARTICLE 1

                                   Definitions

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

                   Section  1.1  "Action" shall mean any action, suit,
         arbitration, inquiry, proceeding or investigation by or before
         any Government Authority.

                   Section  1.2  "ADA" shall have the meaning set forth
         in Section 1.3.11(e).

                   Section  1.3  "Advancing Party" shall have the
         meaning set forth in the first paragraph hereof.

                   Section  1.4  "Affiliate" shall have the meaning as-
         cribed thereto in Rule 12b-2 promulgated under the Exchange
         Act, and as in effect on the date hereof.

                   Section  1.5  "Agreement" shall have the meaning set
         forth in the first paragraph hereof.

                   Section  1.6  "Amended Company Charter" shall have
         the meaning set forth in Section 7.2(c).

                   Section  1.7  "Army Corps of Engineers" shall have
         the meaning set forth in Section 3.11(d).

                   Section  1.8  "Articles of Amendment" shall mean the
         Articles of Amendment to Articles of Incorporation of the Com-
         pany, filed on December 20, 1995 with respect to the Class B
         Common Stock.

                   Section  1.9  "Benefit Arrangements" shall have the
         meaning set forth in Section 3.13(h).

                   Section 1.10  "Blue Sky Laws" shall have the meaning
         set forth in Section 3.4(e).

                   Section 1.11  "Breaching Matters" shall have the
         meaning set forth in Section 2.8(a).

                   Section 1.12  "Breakup Fee" shall have the meaning
         set forth in Section 9.3(c).

                   Section 1.13  "Business Day" shall mean any day other
         than a Saturday, a Sunday or a bank holiday in New York, N.Y.





                                       -2-
<PAGE>







                   Section 1.14  "Buyer" shall have the meaning set
         forth in the first paragraph hereof.

                   Section 1.15  "Capital Expenditure Budget and Sched-
         ule" shall have the meaning set forth in Section 3.11(i).

                   Section 1.16  "CERCLA" shall have the meaning set
         forth in Section 3.12(e).

                   Section 1.17  "Claim" shall have the meaning set
         forth in Section 3.12(g)(i).

                   Section 1.18  "Class B Common Stock" shall have the
         meaning set forth in Section 3.3(a).

                   Section 1.19  "Closing" shall mean the consummation
         of any Stock Purchase.

                   Section 1.20  "Closing Date" shall mean, with respect
         to the consummation of any Stock Purchase, three Business Days
         after the date on which the conditions set forth herein with
         respect thereto shall be satisfied or duly waived, or if the
         Company and Buyer mutually agree on a different date, the date
         upon which they have mutually agreed.

                   Section 1.21  "Code" shall mean the Internal Revenue
         Code of 1986, as amended, and any successor thereto, including
         all of the rules and regulations promulgated thereunder.

                   Section 1.22  "Commitment" shall have the meaning set
         forth in Section 3.7.

                   Section 1.23  "Company" shall have the meaning set
         forth in the first paragraph hereof.

                   Section 1.24  "Company Charter" shall mean the Ar-
         ticles of Amendment to the Charter of the Company, as in effect
         on the date hereof.

                   Section 1.25  "Company Common Stock" shall have the
         meaning set forth in the second paragraph hereof.

                   Section 1.26  "Company Environmental Reports" shall
         have the meaning set forth in Section 3.12(f).

                   Section 1.27  "Company Leases" shall have the meaning
         set forth in Section 3.11(f).

                   Section 1.28  "Company Plans" shall have the meaning
         set forth in Section 3.13(b).





                                       -3-
<PAGE>







                   Section 1.29  "Company Preferred Stock" shall have
         the meaning set forth in Section 3.3(a).

                   Section 1.30  "Company Properties" shall have the
         meaning set forth in Section 3.11(a).

                   Section 1.31  "Company Registration Statement" shall
         have the meaning set forth in Section 3.5(a).

                   Section 1.32  "Company Reports" shall have the mean-
         ing set forth in Section 3.5(a).

                   Section 1.33  "Company Stock" shall mean, collec-
         tively, the Company Common Stock and any other shares of capi-
         tal stock of the Company.

                   Section 1.34  "Competing Transaction" shall mean (i)
         any acquisition in any manner, directly or indirectly (includ-
         ing through any option, right to acquire or other beneficial
         ownership), of more than 15% of the equity securities, on a
         fully diluted basis, of the Company, or assets representing a
         material portion of the assets of the Company, other than any
         of the transactions contemplated by this Agreement, (ii) any
         merger, consolidation, sale of assets, share exchange, recapi-
         talization, other business combination, liquidation, or other
         action out of the ordinary course of business of the Company,
         other than any of the transactions contemplated by this Agree-
         ment, or (iii) any public announcement of a proposal, plan or
         intention to do any of the foregoing or any agreement to engage
         in any of the foregoing.

                   Section 1.35  "Controlled Group Liability" shall have
         the meaning set forth in Section 3.13(h).

                   Section 1.36  "Cure Notice" shall have the meaning
         set forth in Section 2.8(b).

                   Section 1.37  "Debt Instruments" shall mean all
         notes, loan agreements, mortgages, deeds of trust or similar
         instruments which evidence or secure any indebtedness owing by
         the Company or any of its Subsidiaries.

                   Section 1.38  "Development Budget and Schedule" shall
         have the  meaning set forth in Section 3.11(j).

                   Section 1.39  "Development Properties" shall have the
         meaning set forth in Section 3.11(j).

                   Section 1.40  "Employee Benefit Plans" shall have the
         meaning set forth in Section 3.13(h).





                                       -4-
<PAGE>







                   Section 1.41  "Employees" shall have the meaning set
         forth in Section 3.13(h).

                   Section 1.42  "Employment Agreements" shall have the
         meaning set forth in Section 3.7.

                   Section 1.43  "Environmental Claim" shall have the
         meaning set forth in Section 3.12(g)(ii).

                   Section 1.44  "Environmental Laws" shall have the
         meaning set forth in Section 3.12(g)(iii).

                   Section 1.45  "Environmental Permits" shall have the
         meaning set forth in Section 3.12(a).

                   Section 1.46  "ERISA" shall mean the Employee Retire-
         ment Income Security Act of 1974, as amended, and any successor
         thereto.

                   Section 1.47  "ERISA Affiliates" shall mean, with
         respect to any entity, trade or business, any other entity,
         trade or business that is a member of a group described in
         Section 1.4414(b), (c), (m) or (o) of the Code or Section
         1.44001(b)(1) of ERISA that includes the first entity, trade or
         business, or that is a member of the same "controlled group" as
         the first entity, trade or business pursuant to Section
         1.44001(a)(14) of ERISA.

                   Section 1.48  "Exchange Act" shall have the meaning
         set forth in Section 3.4(e).

                   Section 1.49  "Executive Summaries of the Company
         Environmental Reports" shall have the meaning set forth in
         Section 3.12(f).

                   Section 1.50  "GAAP" shall have the meaning set forth
         in Section 3.5(b).

                   Section 1.51  "Government Authority" shall mean any
         government or state (or any subdivision thereof) of or in the
         United States, or any agency, authority, bureau, commission,
         department or similar body or instrumentality thereof, or any
         governmental court or tribunal.

                   Section 1.52  "HSR Act" shall have the meaning set
         forth in Section 3.4(e).

                   Section 1.53  "Indemnified Party" shall mean Buyer or
         the Company, as the context may require. 





                                       -5-
<PAGE>







                   Section 1.54  "Initial Closing" shall mean the first
         Closing.

                   Section 1.55  "Initial Number of Shares" shall mean
         934,400 shares of Company Common Stock.

                   Section 1.56  "Initial Purchase Price" shall mean
         $16,468,800.

                   Section 1.57  "Insurance Policies" shall have the
         meaning set forth in Section 3.16.

                   Section 1.58  "IRS" shall mean the Internal Revenue
         Service.

                   Section 1.59  "Lease Summaries" shall have the mean-
         ing set forth in Section 3.11(f).

                   Section 1.60  "Liabilities" shall mean, as to any
         person, all debts, adverse claims, liabilities and obligations,
         direct, indirect, absolute or contingent of such person, wheth-
         er known or unknown, accrued, vested or otherwise, whether in
         contract, tort, strict liability or otherwise and whether or
         not actually reflected, or required by GAAP to be reflected, in
         such person's or entity's balance sheets or other books and
         records, including (i) obligations arising from non-compliance
         with any law, rule or regulation of any Government Authority or
         imposed by any court or any arbitrator of any kind, (ii) all
         indebtedness or liability of such person for borrowed money, or
         for the purchase price of property or services (including trade
         obligations), (iii) all obligations of such person as lessee
         under leases, capital or other, (iv) liabilities of such person
         in respect of plans covered by Title IV of ERISA, or otherwise
         arising in respect of plans for Employees or former Employees
         or their respective families or beneficiaries, (v) reimburse-
         ment obligations of such person in respect of letters of cred-
         it, (vi) all obligations of such person arising under accep-
         tance facilities, (vii) all liabilities of other persons or
         entities, directly or indirectly, guaranteed, endorsed (other
         than for collection or deposit in the ordinary course of busi-
         ness) or discounted with recourse by such person or with re-
         spect to which the person in question is otherwise directly or
         indirectly liable, (viii) all obligations secured by any Lien
         on property of such person, whether or not the obligations have
         been assumed, and (ix) all other items which have been, or in
         accordance with GAAP would be, included in determining total
         liabilities on the liability side of the balance sheet.





                                       -6-
<PAGE>







                   Section 1.61  "Liens" shall mean all liens, mort-
         gages, deeds of trust, deeds to secure debt, security inter-
         ests, pledges, claims, charges, easements and other encum-
         brances of any nature whatsoever.

                   Section 1.62  "Loss and Expenses" shall have the
         meaning set forth in Section 8.2(a).

                   Section 1.63  "Material Adverse Effect" shall mean a
         material adverse effect on the financial condition, results of
         operations or business of the Company and its Subsidiaries (to
         the extent of the Company's interests therein) taken as a
         whole.

                   Section 1.64  "Material Company Leases" shall have
         the meaning set forth in Section 3.11(f).

                   Section 1.65  "Materials of Environmental Concern"
         shall have the meaning set forth in Section 3.12(g)(iv).

                   Section 1.66  "Next Dividend" shall mean, with re-
         spect to each Closing, the first dividend paid by the Company
         after such Closing.

                   Section 1.67  "1997 and 1998 Preliminary Capital Ex-
         penditure Budgets and Schedules" shall have the meaning set
         forth in Section 3.11(i).

                   Section 1.68  "Other Filings" shall have the meaning
         set forth in Section 5.1(b).

                   Section 1.69  "Pension Plans" shall have the meaning
         set forth in Section 3.13(h).

                   Section 1.70  "Per Share Purchase Price" shall mean
         the price of $17.625 per share for the Company Common Stock.

                   Section 1.71  "Per Share Additional Purchase Price"
         shall mean, with respect to each share of Company Common Stock
         purchased by Buyer at any Closing, an amount equal to 85% of
         the product of (i) the per share amount of the Next Dividend
         multiplied by (ii) a fraction, the numerator of which is the
         number of days during the period commencing the day after the
         dividend payment date for the last dividend paid by the Company
         prior to the date of such Closing (the "Prior Dividend") and
         running through the day immediately prior to the date of such
         Closing (inclusive), and the denominator of which is the number
         of days during the period commencing the day after the dividend
         payment date for the Prior Dividend and running through the
         dividend payment date for the Next Dividend (inclusive).





                                       -7-
<PAGE>







                   Section 1.72  "Permitted Liens" shall mean (i) Liens
         (other than Liens imposed under ERISA or any Environmental Law
         or in connection with any Environmental Claim) for taxes or
         other assessments or charges of Governmental Authorities that
         are not yet delinquent or that are being contested in good
         faith by appropriate proceedings, in each case, with respect to
         which adequate reserves are being maintained by the Company or
         its Subsidiaries to the extent required by GAAP, (ii) statutory
         Liens of landlords, carriers, warehousemen, mechanics, mate-
         rialmen and other Liens (other than Liens imposed under ERISA
         or any Environmental Law or in connection with any Environmen-
         tal Claim) imposed by law and created in the ordinary course of
         business for amounts not yet overdue or which are being con-
         tested in good faith by appropriate proceedings, in each case,
         with respect to which adequate reserves or other appropriate
         provisions are being maintained by the Company or its Subsid-
         iaries to the extent required by GAAP and which, to the extent
         same do not relate to work or materials provided for in the
         Capital Expenditure Budget and Schedule, the 1997 and 1998 Pre-
         liminary Capital Expenditure Budgets and Schedules or the De-
         velopment Budget and Schedule, do not exceed $200,000 in the
         aggregate (excluding from such calculation, any amounts dis-
         closed in writing by the Company to Buyer which (a) are fully
         covered by insurance held by the Company under which the Com-
         pany reasonably expects full recovery of such amounts, or (b)
         for which an adequate escrow has been established and is, at
         the relevant time, maintained), (iii) the Company Leases, (v)
         easements, rights-of-way, covenants and restrictions which are
         customary and typical for properties similar to the Company
         Properties and which do not (x) interfere materially with the
         ordinary conduct of any Company Property or the business of the
         Company and its Subsidiaries as a whole or (y) detract mate-
         rially from the value or usefulness of the Company Properties
         to which they apply, (iv) the Liens which were granted by the
         Company or any of its Subsidiaries to lenders pursuant to
         credit agreements in existence on the date hereof which are
         described in Schedule 3.9(c), (v) the other Liens, if any,
         described in Schedule 1.70, and (vii) such imperfections of
         title and encumbrances, if any, as would not, individually or
         in the aggregate, reasonably be expected to result in a Mate-
         rial Adverse Effect. 

                   Section 1.73  "person" shall mean any individual,
         corporation, partnership, limited liability company, joint ven-
         ture, trust, unincorporated organization, other form of busi-
         ness or legal entity or Government Authority.

                   Section 1.74  "Prior Dividend" shall have the meaning
         set forth in Section 1.65.





                                       -8-
<PAGE>







                   Section 1.75  "Projects" shall have the meaning set
         forth in Section 3.11(j).

                   Section 1.76  "Property Restrictions" shall have the
         meaning set forth in Section 3.11(a).

                   Section 1.77  "Proxy Statement" shall have the mean-
         ing set forth in Section 5.1(b).

                   Section 1.78  "Purchase Price" shall mean the Per
         Share Purchase Price multiplied by the number of shares of Com-
         pany Common Stock to be purchased and sold at a particular
         Closing.

                   Section 1.79  "Purchased Shares" shall have the mean-
         ing set forth in Section 2.1.

                   Section 1.80  "Registration Rights Agreement" shall
         have the meaning set forth in Section 2.5(a).

                   Section 1.81  "Regulatory Filings" shall have the
         meaning set forth in Section 3.4(e).

                   Section 1.82  "REIT" shall have the meaning set forth
         in Section 3.8(b).

                   Section 1.83  "Release" shall have the meaning set
         forth in Section 3.12(g)(v).

                   Section 1.84  "Remaining Equity Commitment" shall
         mean, on any given date after the Initial Closing, the Total
         Equity Commitment minus the sum of the Initial Purchase Price
         and, if any Subsequent Purchases shall have occurred, minus the
         Subsequent Purchase Prices.  The Remaining Equity Commitment
         shall be deemed to be zero on the earlier of (i) the date that
         the Remaining Equity Commitment equals zero pursuant to the
         previous sentence, or (ii) the later of (A) June 30, 1997 (un-
         less otherwise extended by Buyer and the Company in their sole
         discretion) or (B) if Buyer timely notifies the Company that it
         is, pursuant to Section 2.4(b) or 2.4(c), exercising its right
         to make the Second Purchase and/or part or all of any remaining
         Subsequent Purchase, then, the date as soon thereafter as (x)
         all conditions to Buyer's obligations to effect such
         purchase(s) shall have been satisfied or waived, and (y) such
         purchase(s) shall have been effected. 

                   Section 1.85  "Rent Roll" shall have the meaning set
         forth in Section 3.11(f).





                                       -9-
<PAGE>







                   Section 1.86  "SEC" shall have the meaning set forth
         in Section 3.5(a).  

                   Section 1.87  "Second Closing" shall mean the Closing
         of the Second Purchase pursuant to Section 2.4(a) or (b) after
         the Initial Purchase.

                   Section 1.88  "Second Purchase" shall have the mean-
         ing set forth in Section 2.4(a).

                   Section 1.89  "Securities Act" shall have the meaning
         set forth in Section 3.4(e).

                   Section 1.90  "Securities Laws" shall have the mean-
         ing set forth in Section 3.5(a).

                   Section 1.91  "Stock Purchase" shall have the meaning
         set forth in Section 2.1.

                   Section 1.92  "Stockholders Agreement" shall have the
         meaning set forth in Section 2.5(a).

                   Section 1.93  "Subsequent Purchase Price" shall mean
         the Per Share Purchase Price multiplied by the number of Pur-
         chased Shares purchased by Buyer in a Subsequent Purchase. 

                   Section 1.94  "Subsequent Purchases" shall have the
         meaning set forth in Section 2.4(a).  

                   Section 1.95  "Subsidiaries" shall mean with respect
         to any person, any corporation, partnership, joint venture,
         business trust or other entity, of which such person, directly
         or indirectly, owns or controls at least 50% of the securities
         or other interests entitled to vote in the election of direc-
         tors or others performing similar functions with respect to
         such corporation or other organization, or to otherwise control
         such corporation, partnership, joint venture, business trust or
         other entity.  Without limiting the generality of the forego-
         ing, the Company's Subsidiaries include each of the entities
         set forth on Schedule 3.1(d).

                   Section 1.96  "Tax" means any federal, state, local,
         or foreign income, gross receipts, license, payroll, employ-
         ment, excise, severance, stamp, occupation, premium, windfall
         profits, environmental (including taxes under Code Section
         1.959A), customs duties, capital stock, franchise, profits,
         withholding, social security (or similar), unemployment, dis-
         ability, real property, personal property, sales, use, trans-
         fer, 



                                       -10-
<PAGE>







         registration, value added, alternative or add-on minimum, esti-
         mated, or other tax of any kind whatsoever, including any in-
         terest, penalty, or addition thereto, whether disputed or not.
         The term "Tax" also includes any amounts payable pursuant to
         any tax sharing agreement to which any relevant entity is li-
         able as a successor or pursuant to contract.

                   Section 1.97  "Tax Return" means any return, declara-
         tion, report, claim for refund, or information return or state-
         ment relating to Taxes, including any schedule or attachment
         thereto, and including any amendment thereof.

                   Section 1.98  "Tenancy Leases" shall have the meaning
         set forth in Section 3.11(l).

                   Section 1.99  "Total Equity Commitment" shall mean
         the amount of $132,176,925.00 or, if the total number of Pur-
         chased Shares shall have been reduced pursuant to Section 2.1
         of this Agreement, the number of Purchased Shares, as so re-
         duced, multiplied by the Per Share Purchase Price.

                   Section 1.100  "Voting Agreements" shall have the
         meaning set forth in the fifth paragraph hereof, and shall be
         in the form set forth in Exhibit A.

                   Section 1.101  "Welfare Plans" shall have the meaning
         set forth in Section 3.13(h).


                                    ARTICLE 2

                       Purchase and Sale of Shares; Closing

                   Section 2.1  Purchase and Sale.  Subject to the terms
         and conditions hereof, from time to time after the date hereof,
         at each Closing, the Company will sell, convey, assign, trans-
         fer, and deliver, and Buyer will purchase and acquire from the
         Company, an aggregate of up to 7,499,400 shares of Company Com-
         mon Stock (the "Purchased Shares"); provided, however, that if
         at any Closing following such time as Buyer shall have pur-
         chased 6,845,000 Purchased Shares or at which Buyer shall ac-
         quire in the aggregate (at such Closing together with all prior
         Closings) in excess of 6,845,000 Purchased Shares the purchase
         by Buyer of Purchased Shares in excess of 6,845,000 Purchased
         Shares would result in any holder of Class B Common Stock hav-
         ing the right to convert shares of Class B Common Stock into
         more than 9.8% of the Voting Securities (as defined in the
         Stockholders Agreement), then, unless any such conversion right
         has been waived, the number of Purchased Shares shall be re-
         duced to 6,845,000 or such greater number as would not result 



                                       -11-
<PAGE>







         in such conversion right (and the number of Purchased Shares to
         be purchased at such Closing and any Subsequent Closing shall
         be reduced accordingly). Each Closing at which Buyer purchases
         any Purchased Shares is herein referred to as a "Stock Pur-
         chase."

                   Section 2.2  Consideration.  Subject to the terms and
         conditions hereof, at each Closing, Buyer shall deliver to the
         Company the relevant Purchase Price with respect to the number
         of shares of Company Common Stock to be purchased and sold at
         such Closing by wire transfer of immediately available funds in
         U.S. dollars to the account or accounts specified by the Com-
         pany.

                   Section 2.3  Initial Closing.  Subject to the terms
         and conditions hereof, at a mutually agreeable time promptly
         following the date on which the applicable conditions set forth
         in Sections 7.1, 7.3 and 7.4 shall have been satisfied or duly
         waived (but, in any event, no sooner than 20 days after the
         date hereof), Buyer will purchase and acquire (and the Advanc-
         ing Party shall advance sufficient funds for such purchase)
         from the Company, and the Company will sell, convey, assign,
         transfer and deliver to Buyer, the Initial Number of Shares of
         Company Common Stock, and Buyer will pay to the Company the
         Initial Purchase Price for such shares of Company Common Stock.

                   Section 2.4  Subsequent Purchases and Sales.  (a)
         Subject to the terms and conditions hereof, following the Ini-
         tial Closing, the Company shall have the right to require, sub-
         ject to satisfaction or waiver of the applicable conditions set
         forth in Sections 7.2 and 7.3, Buyer to purchase (and to re-
         quire the Advancing Party to advance sufficient funds for such
         purchase) from the Company (i) at the Second Closing, 2,717,400
         Purchased Shares (the "Second Purchase"), and (ii) from time to
         time at one or more Subseqent Closings, up to an aggregate of
         3,847,600 (as such number may be reduced pursuant to Section
         2.1) Purchased Shares; provided that the Subsequent Purchase
         Price at each Subseqent Closing shall be not less than $30 mil-
         lion (or a minimum of 1,702,128 Purchased Shares) (each, and
         individually and the Second Purchase referred to as a "Sub-
         sequent Purchase" and, together, the "Subsequent Purchases").
         Subject to the terms and conditions hereof, the Closing of any
         Subsequent Purchase shall occur as soon as possible following
         the date on which the applicable conditions set forth in Sec-
         tions 7.2, 7.3 and 7.4 shall have been satisfied or duly
         waived. 

                   (b)  If the Second Purchase shall not have occurred
         on or before December 1, 1996, then Buyer shall have the right, 



                                       -12-
<PAGE>







         subject to the satisfaction or waiver of the applicable condi-
         tions set forth in Sections 7.2, 7.3 and 7.4, to make the Sec-
         ond Purchase from the Company on or before December 31, 1996,
         or as soon thereafter as all conditions to Buyer's obligation
         to effect the Second Purchase hereunder shall have been satis-
         fied or waived.

                   (c)  If less than 3,847,600 (as such number may be
         reduced pursuant to Section 2.1) Purchased Shares shall have
         been issued and sold at any and all Subsequent Purchases other
         than at the Second Purchase on or before June 1, 1997, then
         Buyer shall have the right, subject to the satisfaction or
         waiver of the applicable conditions set forth in Sections 7.2,
         7.3 and 7.4, to make a Subsequent Purchase from the Company on
         or before June 30, 1997, or as soon thereafter as all condi-
         tions to Buyer's obligation to effect the Subsequent Purchase
         hereunder shall have been satisfied or waived.

                   (d)  If the condition set forth in Section 7.3(f) is
         not satisfied (which determination shall be made by Buyer, in
         its sole discretion) or waived at any time when a Closing would
         otherwise occur, the relevant Closing will be effected as to
         the number of Purchased Shares, if any, as will not result in
         such condition failing to be satisfied, and Buyer shall acquire
         any remaining Purchased Shares as soon thereafter as such con-
         dition to Buyer's obligation to effect the Subsequent Purchase
         shall have been, as determined in Buyer's sole discretion, sat-
         isfied or waived. 

                   Section 2.5  Additional Agreements and Closing Deliv-
         eries.  (a)  At the Initial Closing, and as a condition to the
         parties' obligations hereunder to effect the transactions con-
         templated hereby at the Initial Closing, the Company and Buyer
         shall enter into a registration rights agreement substantially
         in the form attached as Exhibit B (the "Registration Rights
         Agreement"), and the Company, Buyer and the Advancing Party
         shall enter into a shareholders agreement substantially in the
         form attached as Exhibit C (the "Stockholders Agreement"). 

                   (b)  In addition to the other things required to be
         done hereby, at each Closing, the Company shall deliver, or
         cause to be delivered, to Buyer the following:  (i) certifi-
         cates representing the number of shares of Company Common Stock
         to be issued and delivered at such Closing, free and clear of
         all Liens (unless created by Buyer or any of its Affiliates),
         with all necessary share transfer and other documentary stamps
         attached, (ii) a certificate, dated the relevant Closing Date
         and validly executed on behalf of the Company, as contemplated
         by Section 7.1(a), as to the Initial Closing only, by Section
         7.2(a), as to each Subsequent Closing, and by Section 7.3(a) as 



                                       -13-
<PAGE>







         to all Closings, (iii) evidence or copies of any consents, ap-
         provals, orders, qualifications or waivers required pursuant to
         Section 7.1, as to the Initial Closing only, pursuant to Sec-
         tion 7.2, as to each Subsequent Closing, and pursuant to Sec-
         tion 7.3, as to all Closings, (iv) all certificates and other
         instruments and documents required by this Agreement to be de-
         livered by the Company to Buyer at or prior to each Closing,
         and (v) such other instruments reasonably requested by Buyer,
         as may be necessary or appropriate to confirm or carry out the
         provisions of this Agreement.  

                   (c)  In addition to the delivery of the Purchase
         Price and the other things required to be done hereby, at each
         Closing, Buyer shall deliver, or cause to be delivered, to the
         Company the following:  (i) a certificate, dated the relevant
         Closing Date and validly executed by Buyer, as contemplated by
         Section 7.4(a), (ii) if not previously delivered to the Com-
         pany, all other certificates, documents, instruments and writ-
         ings required pursuant hereto to be delivered by or on behalf
         of Buyer at or before each Closing, and (iii) such other in-
         struments reasonably requested by the Company, as may be neces-
         sary or appropriate to confirm or carry out the provisions of
         this Agreement.  

                   Section 2.6  Time and Place of Closings.  Each Clos-
         ing shall take place on the relevant Closing Date at such place
         and time as the Company and Buyer shall mutually agree.

                   Section 2.7  Right to Assign.  Buyer may assign its
         rights and delegate its obligations created hereby to purchase
         Company Common Stock in accordance with the provisions of Sec-
         tion 10.5.

                   Section 2.8  Company's Right to Cure.  (a)  From the
         date hereof until the date that is four weeks from the date
         hereof, Buyer may conduct such investigation as it deems ap-
         propriate to confirm the accuracy of the representations and
         warranties of the Company contained herein.  No later than the
         second Business Day after the last day of such four-week pe-
         riod, Buyer shall deliver to the Company a written notice set-
         ting forth in reasonable detail any matters as to which Buyer
         has knowledge (if any) and that render any of the Company's
         representations and warranties contained herein untrue or in-
         correct in such a way as would, individually or in the aggre-
         gate, reasonably be expected to result in a Material Adverse
         Effect (the "Breaching Matters").  

                   (b)  If Buyer shall have set forth one or more
         Breaching Matters in any notice delivered pursuant to Section
         2.8(a), within 30 Business Days after receipt of such notice 



                                       -14-
<PAGE>







         the Company shall attempt, to the extent commercially reason-
         able and practicable, to cause the Breaching Matters identified
         by Buyer in such notice to be true or correct so as would not,
         individually or in the aggregate, reasonably be expected to
         result in a Material Adverse Effect and, if so, shall deliver
         to Buyer written notice (the "Cure Notice") stating that all
         Breaching Matters identified by Buyer in Buyer's notice have
         been cured to the extent required and describing the manner in
         which such Breaching Matters were so cured.  If the Company
         fails to deliver the Cure Notice within 30 Business Days after
         its receipt of Buyer's notice, Buyer shall have 10 Business
         Days to terminate this Agreement without liability to any par-
         ty.  If Buyer does not timely terminate this Agreement pursuant
         to the preceding sentence, Buyer shall be deemed to have waived
         the relevant Breaching Matters as conditions to any Closing or
         as a basis for indemnification hereunder.  If Buyer obtains
         actual knowledge of any Breaching Matter during the four-week
         period from the date hereof, but fails to include such Breach-
         ing Matter in its notice pursuant to Section 2.8(a), Buyer
         shall also be deemed to have waived such Breaching Matter. 

                   Section 2.9  Additional Purchase Price.  As ad-
         ditional consideration from Buyer to the Company for the shares
         of Company Common Stock purchased at each Closing, Buyer agrees
         that, simultaneously with its receipt of the Next Dividend pay-
         able with respect to each such share of Company Common Stock
         purchased at such Closing, Buyer shall pay to the Company the
         amount of the Per Share Additional Purchase Price applicable to
         each such share of Company Common Stock.


                                    ARTICLE 3

                  Representations and Warranties of the Company

                   The Company hereby represents and warrants to Buyer
         as follows:

                   Section 3.1  Organization and Qualification; Subsid-
         iaries.  (a)  The Company is a corporation duly incorporated,
         validly existing and in good standing under the laws of the
         State of Florida.  The Company has all requisite corporate
         power and authority to own, operate, lease and encumber its
         properties and carry on its business as now conducted, and to
         enter into this Agreement, the Registration Rights Agreement,
         and the Stockholders Agreement and to perform its obligations
         hereunder and thereunder.





                                       -15-
<PAGE>







                   (b)  Each of the Subsidiaries of the Company is a
         corporation, partnership or limited liability company duly or-
         ganized, validly existing and in good standing under the laws
         of the jurisdiction of its incorporation or organization, and
         has the corporate or partnership power and authority to own its
         properties and to carry on its business as it is now being con-
         ducted.  

                   (c)  Each of the Company and its Subsidiaries is duly
         qualified to do business and in good standing in each jurisdic-
         tion in which the ownership of its property or the conduct of
         its business requires such qualification, except for any fail-
         ures to be so qualified or to be in good standing as would not,
         individually or in the aggregate, reasonably be expected to
         result in a Material Adverse Effect.  

                   (d)  Schedule 3.1(d) sets forth the name of each Sub-
         sidiary of the Company (whether owned, directly or indirectly,
         through one or more intermediaries).  All of the outstanding
         shares of capital stock of, or other equity interest in, each
         of the Subsidiaries owned by the Company are duly authorized,
         validly issued, fully paid and nonassessable, and are owned,
         directly or indirectly, by the Company free and clear of all
         Liens, except as set forth in Schedule 3.1(d).  The following
         information for each Subsidiary is set forth in Schedule
         3.1(d), if applicable:  (i) its name and jurisdiction of incor-
         poration or organization, (ii) the type of and percentage in-
         terest held by the Company in the Subsidiary and the names of
         and percentage interest held by the other interest holders, if
         any, in the Subsidiary, and (iii) any loans from the Company
         to, or priority payments due to the Company from, the Subsid-
         iary, and the rate of return thereon.  Except as contemplated
         hereby, there are no existing options, warrants, calls, sub-
         scriptions, convertible securities or other rights, agreements
         or commitments which obligate the Company or any of the Subsid-
         iaries to issue, transfer or sell any shares of capital stock
         or equity interests in any of the Subsidiaries except as would
         not, individually or in the aggregate, reasonably be expected
         to result in a Material Adverse Effect.  

                   Section 3.2  Authority Relative to Agreements; Board
         Approval.  (a)  The execution, delivery and performance of this
         Agreement, the Registration Rights Agreement and the Stockhold-
         ers Agreement have been duly and validly authorized by all nec-
         essary corporate action on the part of the Company, subject
         only to the approval of the issuance of Company Common Stock
         pursuant to this Agreement and of the Amended Company Charter
         by the Company's shareholders.  This Agreement has been duly
         executed and delivered by the Company for itself and consti-
         tutes the valid and legally binding obligation of the Company, 



                                       -16-
<PAGE>







         enforceable against the Company in accordance with its terms,
         subject to applicable bankruptcy, insolvency, moratorium or
         other similar laws relating to creditors' rights or general
         principles of equity.

                   (b)  The Board of Directors of the Company has, as of
         the date hereof, approved this Agreement, the Registration
         Rights Agreement, the Stockholders Agreement and the transac-
         tions contemplated hereby and thereby, and determined to recom-
         mend that the shareholders of the Company vote in favor of and
         approve the issuance of Company Common Stock pursuant to this
         Agreement.  

                   (c)  The shares of Company Common Stock to be ac-
         quired pursuant to this Agreement have been duly authorized for
         issuance, and upon issuance will be duly and validly issued,
         fully paid and nonassessable.

                   (d)  The issue and sale of the shares of Company Com-
         mon Stock hereunder will not give any shareholder of the Com-
         pany the right to demand payment for its shares under Florida
         law or give rise to any preemptive or similar rights.  Neither
         the entry into or announcement of this Agreement nor the con-
         summation of the transactions contemplated hereby will result
         in any holder of Class B Common Stock having the right to con-
         vert any shares of Class B Common Stock into shares of Company
         Common Stock pursuant to Section 4(a) of the Articles of Amend-
         ment.  

                   (e)  The Board of Directors of the Company has
         adopted a resolution authorizing the placement of the Investor
         Nominees (as defined in the Stockholders Agreement) on the
         Board of Directors of the Company in accordance with the terms
         of the Stockholders Agreement, and approving any necessary ex-
         pansion of the number of directors constituting the Board of
         Directors, all in accordance with the requirements of the Com-
         pany Charter. 

                   Section 3.3  Capital Stock.  (a)  The authorized
         capital stock of the Company as of the date hereof consists of
         25,000,000 shares of Company Common Stock, par value $0.01 per
         share, 10,000,000 shares of Special Common Stock, par value
         $0.01 per share, and 10,000,000 shares of Preferred Stock, par
         value $0.01 per share.  As of May 31, 1996, there are 6,848,699
         shares of Company Common Stock issued and outstanding, 1,916
         shares of Series A 8% Cumulative Preferred Stock, par value
         $.01 per share ("Company Preferred Stock"), issued and out-
         standing and 2,500,000 shares of Class B Non-voting Common
         Stock, par value $0.01 per share ("Class B Common Stock"), is-
         sued and outstanding.  All such issued and outstanding shares 



                                       -17-
<PAGE>







         of Company Common Stock are duly authorized, validly issued,
         fully paid, nonassessable and free of preemptive rights.  The
         Company has no outstanding bonds, debentures, notes or other
         obligations the holders of which have the right to vote (or
         which are convertible into or exercisable for securities the
         holders of which have the right to vote) with the shareholders
         of the Company on any matter.  As of the date hereof, except as
         set forth in Schedule 3.3(a) to this Agreement, there are no
         existing options, warrants, calls, subscriptions, convertible
         securities, or other rights, agreements or commitments which
         obligate the Company to issue, transfer or sell any shares of
         capital stock or other equity interests of the Company.

                   (b)  Except for interests in the Subsidiaries of the
         Company and except as set forth in Schedule 3.3(b), none of the
         Company or any of its Subsidiaries owns directly or indirectly
         any interest or investment (whether equity or debt) in any cor-
         poration, partnership, joint venture, business, trust or entity
         (other than investments in short-term investment securities). 

                   Section 3.4  No Conflicts; No Defaults; Required Fil-
         ings and Consents.  Except as contemplated hereby, neither the
         execution and delivery by the Company hereof nor the consumma-
         tion by the Company of the transactions contemplated hereby in
         accordance with the terms hereof, will:

                   (a)  conflict with or result in a breach of any pro-
              visions of the Company Charter or by-laws of the Company;

                   (b)  result in a breach or violation of, a default
              under, or the triggering of any payment or other obliga-
              tions pursuant to, or, except as set forth in Schedule
              3.9(g), accelerate vesting under, any of the Regency Re-
              alty Corporation 1993 Long Term Omnibus Plan or similar
              compensation plan or any grant or award made under any of
              the foregoing;

                   (c)  violate or conflict with any statute, regula-
              tion, judgment, order, writ, decree or injunction appli-
              cable to the Company or its Subsidiaries, except as would
              not, individually or in the aggregate, reasonably be ex-
              pected to result in a Material Adverse Effect;

                   (d)  subject to the Company obtaining the third party
              consents set forth in Schedule 3.4(d)-A (with respect to
              the Initial Closing), Schedule 3.4(d)-B (with respect to
              the Second Closing), and Schedule 3.4(d)-C (with respect
              to each other Subsequent Closing), violate or conflict
              with or result in a breach of any provision of, or con-
              stitute a default (or any event which, with notice or 



                                       -18-
<PAGE>







              lapse of time or both, would constitute a default) under,
              or result in the termination or in a right of termination
              or cancellation of, or accelerate the performance required
              by, or result in the creation of any Lien upon any of the
              properties of the Company or its Subsidiaries under, or
              result in being declared void, voidable or without further
              binding effect, any of the terms, conditions or provisions
              of any note, bond, mortgage, indenture, deed of trust or
              any license, franchise, permit, lease, contract, agreement
              or other instrument, commitment or obligation to which the
              Company or its Subsidiaries is a party, or by which the
              Company or its Subsidiaries or any of their properties is
              bound or affected, except for any of the foregoing matters
              which would not reasonably be expected to, individually or
              in the aggregate, result in a Material Adverse Effect; or

                   (e)  require any consent, approval or authorization
              of, or declaration, filing or registration with, any Gov-
              ernment Authority, other than any filings required under
              the Securities Act of 1933, as amended (the "Securities
              Act"), the Securities Exchange Act of 1934, as amended
              (the "Exchange Act"), the Hart-Scott-Rodino Antitrust Im-
              provements Act of 1976, as amended (the "HSR Act"), state
              securities laws ("Blue Sky Laws") (collectively, the
              "Regulatory Filings"), and any filings required to be made
              with the Secretary of State of Florida or any national
              securities exchange on which the Company Common Stock is
              listed, except as would not, individually or in the ag-
              gregate, reasonably be expected to result in a Material
              Adverse Effect.

                   Section 3.5  SEC and Other Documents; Financial
         Statements; Undisclosed Liabilities.  (a)  The Company has de-
         livered or made available to Buyer the registration statement
         of the Company filed with the Securities and Exchange Commis-
         sion ("SEC") in connection with the Company's initial public
         offering of Company Common Stock, and all exhibits, amendments
         and supplements thereto (collectively, the "Company Registra-
         tion Statement"), and each registration statement, report,
         proxy statement or information statement and all exhibits
         thereto prepared by it or relating to its properties since the
         effective date of the Company Registration Statement, which are
         set forth in Schedule 3.5(a), each in the form (including ex-
         hibits and any amendments thereto) filed with the SEC (col-
         lectively, the "Company Reports").  The Company Reports were
         filed with the SEC in a timely manner and constitute all forms,
         reports and documents required to be filed by the Company under
         the Securities Act, the Exchange Act and the rules and regula-
         tions promulgated thereunder (the "Securities Laws").  As of
         their respective dates, the Company Reports (i) complied as to 



                                       -19-
<PAGE>







         form in all material respects with the applicable requirements
         of the Securities Laws and (ii) did not contain any untrue
         statement of a material fact or omit to state a material fact
         required to be stated therein or necessary to make the state-
         ments made therein, in the light of the circumstances under
         which they were made, not misleading.  There is no unresolved
         violation asserted by any Government Authority with respect to
         any of the Company Reports.

                   (b)  Each of the balance sheets included in or incor-
         porated by reference into the Company Reports (including the
         related notes and schedules) fairly presented the financial po-
         sition of the entity or entities to which it relates as of its
         date and each of the statements of operations, shareholders'
         equity (deficit) and cash flows included in or incorporated by
         reference into the Company Reports (including any related notes
         and schedules) fairly presented the results of operations, re-
         tained earnings or cash flows, as the case may be, of the en-
         tity or entities to which it relates for the periods set forth
         therein, in each case in accordance with United States gen-
         erally accepted accounting principles ("GAAP") consistently
         applied during the periods involved, except as may be noted
         therein and except, in the case of the unaudited statements,
         normal recurring year-end adjustments which would not, indi-
         vidually or in the aggregate, reasonably be expected to result
         in a Material Adverse Effect.  The projections set forth in the
         Regency Realty Corporation 1996 Consolidated Operating Re-
         project dated May 30, 1996 which has previously been delivered
         by the Company to Buyer represent the Company's good faith ex-
         pectations and estimates with respect to the matters set forth
         therein.

                   (c)  Except as and to the extent set forth in the
         Company Reports or any Schedule hereto, to the Company's knowl-
         edge, none of the Company or any of its Subsidiaries has any
         Liabilities (nor do there exist any circumstances) that would,
         individually or in the aggregate, reasonably be expected to
         result in a Material Adverse Effect.

                   Section 3.6  Litigation; Compliance With Law.  (a)
         There are no Actions pending or, to the Company's knowledge,
         threatened against the Company or any of its Subsidiaries that
         would, individually or in the aggregate, reasonably be expected
         to result in a Material Adverse Effect, or which question the
         validity hereof or any action taken or to be taken in connec-
         tion herewith.  Except as disclosed in Schedule 3.6(a), there
         are no continuing orders, injunctions or decrees of any Govern-
         ment Authority to which the Company or any of its Subsidiaries
         is a party or by which any of its properties or assets are
         bound.  





                                       -20-
<PAGE>







                   (b)  None of the Company or its Subsidiaries is in
         violation of any statute, rule, regulation, order, writ, decree
         or injunction of any Government Authority or any body having
         jurisdiction over them or any of their respective properties
         which, if enforced, would, individually or in the aggregate,
         reasonably be expected to result in a Material Adverse Effect.

                   Section 3.7  Absence of Certain Changes or Events.
         Except as disclosed in the Company Reports filed with the SEC
         prior to the date hereof or in Schedule 3.7 and except for the
         entering into employment agreements in the form attached as
         Exhibit D (the "Employment Agreements") with the employees
         listed on Schedule 3.7, since December 31, 1994, the Company
         and each of its Subsidiaries has conducted its business only in
         the ordinary course and has acquired real estate and entered
         into financing arrangements in connection therewith only in the
         ordinary course of such business, and there has not been  any
         change, circumstance or event that would reasonably be expected
         to result in a Material Adverse Effect,  any declaration,
         setting aside or payment of any dividend or other distribution
         with respect to the Company Common Stock, except in accordance
         with Section 5.5, (c) any commitment, contractual obligation,
         borrowing, capital expenditure or transaction (each, a "Commit-
         ment") entered into by the Company or any of its Subsidiaries,
         other than Commitments which would not, individually or in the
         aggregate, reasonably be expected to result in a Material Ad-
         verse Effect, or (d) any change in the Company's accounting
         principles, practices or methods which would, individually or
         in the aggregate, reasonably be expected to result in a Mate-
         rial Adverse Effect.

                   Section 3.8  Tax Matters; REIT and Partnership Sta-
         tus.  (a)  The Company and each of its Subsidiaries has timely
         filed with the appropriate taxing authority all Tax Returns re-
         quired to be filed by it or has timely requested extensions and
         any such request has been granted and has not expired.  Each
         such Tax Return is complete and accurate in all respects.  All
         Taxes shown as owed by the Company or any of its Subsidiaries
         on any Tax Return have been paid or accrued, except for Taxes
         being contested in good faith and for which adequate reserves
         have been taken.  The Company and each of its Subsidiaries has
         properly accrued all Taxes for such periods subsequent to the
         periods covered by such Tax Returns as required by GAAP.  None
         of the Company or any of its Subsidiaries has executed or filed
         with the IRS or any other taxing authority any agreement now in
         effect extending the period for assessment or collection of any
         Tax.  Except as set forth in Schedule 3.8(a), none of the Com-
         pany or any of its Subsidiaries is being audited or examined by
         any taxing authority with respect to any Tax or is a party to
         any pending action or proceedings by any taxing authority for 



                                       -21-
<PAGE>







         assessment or collection of any Tax, and no claim for assess-
         ment or collection of any Tax has been asserted against it.
         True and complete copies of all federal, state and local income
         or franchise Tax Returns filed by the Company and each of its
         Subsidiaries for 1993, 1994 and 1995 and all communications
         relating thereto have been delivered to Buyer or made available
         to representatives of Buyer prior to the date hereof.  No claim
         has been made in writing or, to the Company's knowledge, other-
         wise by an authority in a jurisdiction where the Company or any
         of its Subsidiaries does not file Tax Returns that it is or may
         be subject to taxation by that jurisdiction.  Except as set
         forth in Schedule 3.8(a), there is no dispute or claim con-
         cerning any Tax liability of the Company or any of its Subsid-
         iaries, (i) claimed or raised by any taxing authority in writ-
         ing or (ii) as to which the Company or any of its Subsidiaries
         has knowledge.  To the Company's knowledge, as of the date
         hereof, (i) the Company is a "domestically-controlled" REIT
         within the meaning of Code Section 897(h)(4)(B), and (ii) all
         non-domestic beneficial owners (whether direct or indirect) of
         Company Common Stock are set forth in Schedule 3.8(a).  To the
         Company's knowledge, except as set forth in Schedule 3.8(a), no
         person or entity which would be treated as an "individual" for
         purposes of Section 542(a)(2) of the Code (as modified by Sec-
         tion 856(h) of the Code) owns or would be considered to own
         (taking into account the ownership attribution rules under Sec-
         tion 544 of the Code, as modified by Section 856(h) of the
         Code) in excess of 9.8% of the value of the outstanding equity
         interest in the Company.  Except as contemplated by this Agree-
         ment or as set forth in Schedule 3.8(a), the Board of Directors
         has not exempted any Person from the Ownership Limit, the Re-
         lated Tenant Limit or the Existing Holder Limit or otherwise
         waived any of the provisions of Article 5 of the Company Char-
         ter (as all capitalized terms used in this sentence are defined
         in the Company Charter).  The Exiting Holder Limit and the Own-
         ership Limit (as such terms are defined in the Company Charter)
         have not been modified pursuant to Section 5.8 or 5.9 of the
         Company Charter or otherwise.  Each ownership interest that the
         Company and each of its Subsidiaries has in an entity formed as
         a partnership (or which files federal income tax returns as a
         partnership) qualified, and since the date of its formation
         qualified, to be treated as a partnership for federal income
         tax purposes or as a "qualified REIT subsidiary" within the
         meaning of Section 856(i)(2) of the Code.

                   (b)  The Company (i) intends in its federal income
         tax return for the tax year ended December 31, 1995 and for the
         tax year that will end on December 31, 1996 to be taxed as a
         real estate investment trust within the meaning of Section 856
         of the Code ("REIT") and has complied (or will comply) with all
         applicable provisions of the Code relating to a REIT, for 1995 



                                       -22-
<PAGE>







         and 1996, (ii) has operated, and intends to continue to oper-
         ate, in such a manner as to qualify as a REIT for 1995 and
         1996, (iii) has not taken or omitted to take any action which
         would reasonably be expected to result in a challenge to its
         status as a REIT, and, to the Company's knowledge, no such
         challenge is pending or threatened, and (iv) to the Company's
         knowledge, and assuming the accuracy of Buyer's representation
         in Section 4.7, will not be rendered unable to qualify as a
         REIT for federal income tax purposes as a consequence of the
         transactions contemplated hereby.

                   (c)  Any amount or other entitlement that could be
         received (whether in cash or property or the vesting of prop-
         erty) as a result of any of the transactions contemplated here-
         by by any Employee, officer, or director of the Company or any
         of their Affiliates who is a "disqualified individual" (as such
         term is defined in proposed Treasury Regulation Section 1.280G-
         1) under any employment, severance or termination agreement,
         other compensation arrangement or plan currently in effect
         would not be characterized as an "excess parachute payment" (as
         such term is defined in Section 280G(b)(1) of the Code).

                   (d)  The disallowance of a deduction under Section
         162(m) of the Code for employee remuneration will not apply to
         any amount paid or payable by the Company or any of its Subsid-
         iaries under any contract, stock plan, program, arrangement or
         understanding currently in effect.

                   (e)  The Company was eligible to and did validly
         elect to be taxed as a REIT for federal income tax purposes for
         calendar year 1993 and all subsequent taxable periods.  Each
         Subsidiary of the Company organized as a partnership (and any
         other Subsidiary that files Tax Returns as a partnership for
         federal income tax purposes) was and continues to be classified
         as a partnership for federal income tax purposes or as a
         "qualified REIT subsidiary" within the meaning of Section
         856(i)(2) of the Code.

                   (f)  For purposes of this Section 3.8, no representa-
         tion set forth in Section 3.8 shall be deemed to be untrue or
         incorrect unless such untruths or inaccuracies would, individu-
         ally or in the aggregate, be reasonably expected to result in a
         Material Adverse Effect.

                   Section 3.9  Compliance with Agreements; Material
         Agreements.  (a)  Neither the Company nor any of its Subsidiar-
         ies is in default under or in violation of any provision of the
         Company Charter or the By-laws of the Company (or equivalent
         documents), except for such defaults or violations which would 



                                       -23-
<PAGE>







         not, individually or in the aggregate, reasonably be expected
         to result in a Material Adverse Effect.

                   (b)  The Company and each of its Subsidiaries have
         filed all material reports, registrations and statements, to-
         gether with any amendments required to be made with respect
         thereto, that they were required to file with any Government
         Authority and all other material reports and statements re-
         quired to be filed by them, including any report or statement
         required to be filed pursuant to the laws, rules or regulations
         of the United States, and have paid all fees or assessments due
         and payable in connection therewith, except for such failures
         to file or pay which would not, individually or in the aggre-
         gate, reasonably be expected to result in a Material Adverse
         Effect.  There is no unresolved violation asserted by any regu-
         latory agency of which the Company has received written notice
         with respect to any report or statement relating to an examina-
         tion of the Company or any of its Subsidiaries which, if re-
         solved in a manner unfavorable to the Company or such Subsid-
         iary, would, individually or in the aggregate, reasonably be
         expected to result in a Material Adverse Effect.

                   (c)  The Company Reports or Schedule 3.9(c) set forth
         (i) a description of all material indebtedness of the Company
         and each of its Subsidiaries, whether unsecured, or secured or
         collateralized by mortgages, deeds of trust or other security
         interests in the Company Properties or any other assets of the
         Company and each of its Subsidiaries, or otherwise and (ii)
         each Commitment entered into by the Company or any of its Sub-
         sidiaries (including any guarantees of any third party's debt
         or any obligations in respect of letters of credit issued for
         the Company's or any Subsidiary's account) which may result in
         total payments or liability in excess of $200,000, excluding
         Commitments made in the ordinary course of business with a ma-
         turity of less than one year or that are terminable on 30 days
         or less notice, and excluding Commitments the breach of which
         would not, individually or in the aggregate, reasonably be ex-
         pected to result in a Material Adverse Effect.  True and com-
         plete copies of the documents relating to the foregoing have
         been delivered or made available to Buyer prior to the date
         hereof.  Neither the Company nor any of its Subsidiaries is in
         default, and, to the Company's knowledge, no event has occurred
         which, with the giving of notice or the lapse of time or both,
         would constitute a default, under any of the documents de-
         scribed in clause (i) or (ii) of this paragraph or in respect 



                                       -24-
<PAGE>







         of any payment obligations thereunder except as would not, in-
         dividually or in the aggregate, reasonably be expected to re-
         sult in a Material Adverse Effect.  All joint venture and part-
         nership agreements to which the Company or any of its Subsid-
         iaries is a party as of the date hereof are set forth in Sched-
         ule 3.9(c), all of which are in full force and effect as
         against the Company or such Subsidiary and, to the Company's
         knowledge, as against the other parties thereto, and none of
         the Company or any of its Subsidiaries is in default, and, to
         the Company's knowledge, no event has occurred which, with the
         giving of notice or the lapse of time or both, would constitute
         a default, with respect to any obligations thereunder, except
         as would not, individually or in the aggregate, reasonably be
         expected to result in a Material Adverse Effect.  To the Com-
         pany's knowledge, the other parties to such agreements are not
         in breach of any of their respective obligations thereunder,
         except as would not, individually or in the aggregate, reason-
         ably be expected to result in a Material Adverse Effect.  To
         the Company's knowledge, there is no condition with respect to
         the Company's Subsidiaries (including with respect to the part-
         nership agreements for the Company's Subsidiaries that are
         partnerships) that would, individually or in the aggregate,
         reasonably be expected to result in a Material Adverse Effect.

                   (d)  Except as disclosed in the Company Reports or
         any other Schedule hereto, Schedule 3.9(d) sets forth a com-
         plete and accurate list of all material agreements entered into
         by the Company or any of its Subsidiaries as of the date hereof
         relating to the development or construction of, additions or
         expansions to, or management or leasing services for retail
         shopping centers and suburban office properties or other real
         properties which are currently in effect and under which the
         Company or any of its Subsidiaries currently has, or expects to
         incur, any material obligation.  True and complete copies of
         such agreements have been delivered or made available to Buyer
         prior to the date hereof.

                   (e)  Except as disclosed in the Company Reports and
         except for (i) agreements made in the ordinary course of busi-
         ness with a maturity of less than one year or that are termi-
         nable on 30 days or less notice, and (ii) agreements the breach
         or non-fulfillment of which would not, individually or in the
         aggregate, reasonably be expected to result in a Material Ad-
         verse Effect, Schedule 3.9(e) sets forth a complete and ac-
         curate list of all material agreements entered into by the Com-
         pany as of the date hereof which are not listed in any other
         Schedule hereto, including the material Debt Instruments.  Each
         agreement set forth in Schedule 3.9(e) is in full force and
         effect as against the Company and, to the Company's knowledge, 



                                       -25-
<PAGE>







         as against the other parties thereto, no payments, if any, the-
         reunder are delinquent, the Company is not in default thereun-
         der, and no notice of default thereunder has been sent or re-
         ceived by the Company or any of its Subsidiaries, except where
         the same would not, individually or in the aggregate, reason-
         ably be expected to result in a Material Adverse Effect.   To
         the Company's knowledge, no event has occurred which, with no-
         tice or lapse of time or both, would constitute a default by
         the Company under any agreement set forth in Schedule 3.9(e),
         except as would not, individually or in the aggregate, reason-
         ably be expected to result in a Material Adverse Effect.  To
         the Company's knowledge, the other parties to such agreements
         are not in breach of their respective obligations thereunder,
         except as would not, individually or in the aggregate, reason-
         ably be expected to result in a Material Adverse Effect. True
         and complete copies of each such agreement have been delivered
         or made available to Buyer prior to the date hereof.  The rep-
         resentations and warranties of the Company and its Affiliates
         set forth in the agreements listed under Items 6 and 7 of
         Schedule 3.9(e) have not been breached.

                   (f)  Schedule 3.9(f) sets forth a complete and ac-
         curate list of all agreements and policies of the Company in
         effect on the date hereof relating to transactions with affili-
         ates and potential conflicts of interest.  Each agreement or
         policy set forth in Schedule 3.9(f) is in full force and ef-
         fect, and the Company, each of its Subsidiaries, and, to the
         Company's knowledge, the other parties thereto are in compli-
         ance with such agreements and policies, or such compliance has
         been waived by the Company's Board of Directors as set forth in
         Schedule 3.9(f).  True and complete copies of each such agree-
         ment or policy have been delivered to Buyer.

                   (g)  Except as set forth on Schedule 3.9(g), there
         are no change of control or similar provisions in any employ-
         ment, severance, stock option, stock incentive, or similar
         agreement or arrangement which would be triggered by the trans-
         actions contemplated by this Agreement.  Schedule 3.9(g) iden-
         tifies the obligations (including any payment or other obliga-
         tion, forgiveness of debt, other release from obligations, or
         acceleration of vesting) which are created, accelerated or
         triggered by the execution, delivery or performance of this
         Agreement or the consummation of the transactions contemplated
         hereby.

                   Section 3.10  Financial Records; Company Charter and
         By-laws; Corporate Records.  (a)  The books of account and oth-
         er financial records of the Company and each of its Subsidiar-
         ies are in all respects true and complete, have been maintained
         in accordance with good business practices, and are accurately 



                                       -26-
<PAGE>







         reflected in all respects in the financial statements included
         in the Company Reports, except, in each case, as would not,
         individually or in the aggregate, reasonably be expected to
         result in a Material Adverse Effect.

                   (b)  The Company has previously delivered or made
         available to Buyer true and complete copies of the Company
         Charter and the By-laws of the Company, as amended to date, and
         the charter, by-laws, organization documents, partnership
         agreements and joint venture agreements of its Subsidiaries,
         and all amendments thereto.  All such documents are listed in
         Schedule 3.10(b).

                   (c)  The minute books and other records of corporate
         or partnership proceedings of the Company and each of its Sub-
         sidiaries have been made available to Buyer, contain in all
         material respects accurate records of all meetings and accu-
         rately reflect in all material respects all other corporate ac-
         tion of the shareholders and directors and any committees of
         the Board of Directors of the Company and their Subsidiaries
         which are corporations and all actions of the partners of the
         Subsidiaries which are partnerships, except for documentation
         of discussions relating to or in connection with the transac-
         tions contemplated hereby or matters related hereto, and except
         as would not, individually or in the aggregate, reasonably be
         expected to result in a Material Adverse Effect.

                   Section 3.11  Properties.  (a)  Schedule 3.11(a) sets
         forth a complete and accurate list and the address of all real
         property owned or leased by the Company or any of its Subsid-
         iaries or otherwise used by the Company or its Subsidiaries in
         the conduct of their business or operations (collectively, and
         together with the land at each address referenced in Schedule
         3.11(a) and all buildings, structures and other improvements
         and fixtures located on or under such land and all easements,
         rights and other appurtenances to such land, the "Company Prop-
         erties"). The Company, or in the case of Company Properties
         owned by Subsidiaries that are not wholly owned Subsidiaries of
         the Company, to the Company's knowledge, such Subsidiaries,
         owns or own, as the case may be, good and marketable fee simple
         title (or, if so indicated in Schedule 3.11(a), leasehold
         title) to each of the Company Properties, in each case free and
         clear of any Liens, title defects, contractual restrictions or
         covenants, laws, ordinances or regulations affecting use or oc-
         cupancy (including zoning regulations and building codes) or
         reservations of interests in title (collectively, "Property
         Restrictions"), except for (i) Permitted Liens and (ii) Prop-
         erty Restrictions imposed or promulgated by law or by any Gov-
         ernment Authority which are customary and typical for similar
         properties.  To the Company's knowledge, none of the matters 



                                       -27-
<PAGE>







         described in clauses (i) and (ii) of the immediately preceding
         sentence materially interferes with, impairs, or is violated
         by, the existence of any building or other structure or im-
         provement which constitutes a part of, or the present use, oc-
         cupancy or operation (or, if applicable, development) of, the
         Company Properties taken as a whole, and such matters do not,
         individually or in the aggregate, have a Material Adverse Ef-
         fect.  American Land Title Association policies of title in-
         surance (or marked title insurance commitments having the same
         force and effect as title insurance policies) have been issued
         by national title insurance companies insuring the fee simple
         or leasehold, as applicable, title of the Company or its Sub-
         sidiaries, as applicable, to each of the Company Properties in
         amounts at least equal to the original cost thereof, subject
         only to Permitted Liens, and, to the Company's knowledge, such
         policies are valid and in full force and effect and no claim
         has been made under any such policy.  The Company has delivered
         or made available to Buyer true and complete copies of all such
         policies and of the most recent surveys of the Company Proper-
         ties, and true and complete copies of all material exceptions
         referenced in such policies and the most recent title reports
         for and surveys (to the extent not previously delivered or made
         available to Buyer) of each of the Company Properties available
         to the Company or any of its Subsidiaries will be provided or
         made available by the Company for inspection by Buyer or its
         representatives within five Business Days of Buyer's request
         therefor.

                   (b)  Except as set forth in Schedule 3.11(b), and
         except for matters which would not, individually or in the ag-
         gregate, reasonably be expected to have a Material Adverse Ef-
         fect or to materially and adversely affect the use or occupancy
         (or, if applicable, development) of the Company Properties
         taken as a whole, the Company has no knowledge (i) that any
         currently required certificate, permit or license (including
         building permits and certificates of occupancy for tenant
         spaces) from any Government Authority having jurisdiction over
         any Company Property or any agreement, easement or other right
         which is necessary to permit the lawful use, occupancy or op-
         eration of the existing buildings, structures or other improve-
         ments which constitute a part of any of the Company Properties
         or which are necessary to permit the lawful use and operation
         of utility service to any Company Property or of any existing
         driveways, roads or other means of egress and ingress to and
         from any of the Company Properties has not been obtained or is
         not in full force and effect, or of any pending threat of modi-
         fication or cancellation of any of same, or (ii) of any viola-
         tion by any Company Property of any federal, state or municipal
         law, ordinance, order, regulation or requirement, including any
         applicable zoning law or building code, as a result of the use 



                                       -28-
<PAGE>







         or occupancy of such Company Property or otherwise.  Except as
         set forth in Schedule 3.11(b), the Company has no knowledge of
         uninsured physical damage to any Company Property in excess of
         $200,000 in the aggregate.  To the Company's knowledge, except
         for repairs identified in the Capital Expenditure Budget and
         Schedule, each Company Property, (i) is in good operating con-
         dition and repair and is structurally sound and free of de-
         fects, with no material alterations or repairs being required
         thereto under applicable law or insurance company requirements,
         and (ii) consists of sufficient land, parking areas, driveways
         and other improvements and lawful means of access and utility
         service and capacity to permit the use thereof in the manner
         and for the purposes to which it is presently devoted (or, in
         the case of the Development Property, for the development and
         operation thereon of the applicable Project), except, in each
         such case, to the extent that failure to meet such standards
         would not, individually or in the aggregate, reasonably be ex-
         pected to have a Material Adverse Effect or to materially and
         adversely affect the use or occupancy of the Company Properties
         taken as a whole (or, in the case of the Development Property,
         the development and operation thereon of the applicable
         Project).  The Company has delivered or made available to Buyer
         true and complete copies of all engineering reports, inspection
         reports, maintenance plans and other documents relating to the
         condition of any Company Property prepared for the Company or
         otherwise in the Company's or any Subsidiary's possession.

                   (c)  The Company has no knowledge (i) that any con-
         demnation, eminent domain or rezoning proceedings are pending
         or threatened with respect to any of the Company Properties,
         (ii) that any road widening or change of grade of any road ad-
         jacent to any Company Property is underway or has been pro-
         posed, (iii) of any proposed change in the assessed valuation
         of any Company Property other than customarily scheduled re-
         valuations, (iv) of any special assessment made or threatened
         against any Company Property, or (v) that any of the Company
         Properties is subject to any so-called "impact fee" or to any
         agreement with any Government Authority to pay for sewer exten-
         sion, oversizing utilities, lighting or like expenses or charg-
         es for work or services by such Government Authority, except,
         in the case of each of the foregoing, to the extent that same
         would not, individually or in the aggregate, reasonably be ex-
         pected to have a Material Adverse Effect or to materially and
         adversely affect the use or occupancy (or, if applicable, de-
         velopment) of the Company Properties taken as a whole.

                   (d)  To the Company's knowledge, each of the Company
         Properties is an independent unit which does not rely on any
         facilities located on any property not included in such Company
         Property to fulfill any municipal or governmental requirement 



                                       -29-
<PAGE>







         or for the furnishing to such Company Property of any essential
         building systems or utilities, other than facilities the ben-
         efit of which inures to the Company Properties pursuant to one
         or more valid easements.  Each of the Company Properties is
         served by public water and sanitary systems and all other util-
         ities, and, to the Company's knowledge, each of the Company
         Properties has lawful access to public roads, in all cases suf-
         ficient for the current use and occupancy of each Company Prop-
         erty (or, in the case of the Development Property, for the de-
         velopment and operation thereon of the applicable Project).  To
         the Company's knowledge, all parcels of land included in each
         Company Property that purport to be contiguous are contiguous
         and are not separated by strips or gores.  Except as set forth
         in Schedule 3.11(d), to the Company's knowledge, no portion of
         any Company Property lies in any flood plain area (as defined,
         as of the date hereof, by the U.S. Army Corps of Engineers (the
         "Army Corps of Engineers") or otherwise) or includes any wet-
         lands or vegetation or species protected by any applicable
         laws.  Except as set forth on Schedule 3.11(d), none of the
         Company Properties lies in any 100-year flood plain area, as
         established by the Army Corps of Engineers.  Schedule 3.11(d)
         accurately describes the Army Corps of Engineers' flood-plain
         designation for each flood plain area in which any Company
         Property listed in such Schedule 3.11(d) is located.  The im-
         provements on each Company Property which lies in a flood plain
         area comply with applicable building codes and other relevant
         laws and regulations, and the Company or its Subsidiaries carry
         and presently maintain in full force and effect flood insurance
         in connection with such Company Properties as required by ap-
         plicable law and as accurately described in Schedule 3.11(d).
         To the Company's knowledge, no improvements constituting a part
         of any Company Property encroach on real property not consti-
         tuting a part of such Company Property.  No representation set
         forth in this subsection (d) shall be deemed to be untrue un-
         less such untruths are, individually or in the aggregate, rea-
         sonably expected to have a Material Adverse Effect or to mate-
         rially and adversely affect the use or occupancy (or, if ap-
         plicable, development) of the Company Properties taken as a
         whole.

                   (e)  Schedule 3.11(e) contains a complete and ac-
         curate list of each survey, study or report prepared by or for
         the Company or any Subsidiary in connection with any Company
         Property's compliance or non-compliance with the requirements
         of the Americans with Disabilities Act (the "ADA"), other than
         routine correspondence or memoranda.  Except for matters ad-
         dressed in the Capital Expenditure Budget and Schedule, to the
         knowledge of the Company, no Company Property fails to comply
         with the requirements of the ADA except for such non-compliance 



                                       -30-
<PAGE>







         as the Company believes will not, individually or in the ag-
         gregate, have a material adverse effect on the financial condi-
         tion, results of operations or business of the Company and its
         Subsidiaries (to the extent of the Company's interest therein)
         taken as a whole.

                   (f)  The Company has provided to Buyer an accurate
         rent roll for each Company Property as of May 31, 1996 (the
         "Rent Roll"), which identifies and accurately describes each
         lease of space in each Company Property (collectively, the
         "Company Leases").  The Company has delivered to Buyer a sum-
         mary of each Company Lease (the "Lease Summaries") which ac-
         curately describes the material terms thereof.  The Company has
         delivered or will make available to Buyer a true and complete
         copy of each Company Lease, including all amendments and modi-
         fications thereto.  With respect to each Company Lease for pre-
         mises larger than 10,000 square feet of rentable space (col-
         lectively, the "Material Company Leases"), except as set forth
         in Schedule 3.11(f) and except for matters which are not, indi-
         vidually or in the aggregate, reasonably expected to have a
         Material Adverse Effect, (i) each of the Material Company
         Leases is valid and subsisting and in full force and effect as
         against the Company or the Subsidiary, as applicable, and, to
         the Company's knowledge, as against the tenant, and has not
         been amended, modified or supplemented, (ii) the tenant under
         each of the Material Company Leases is in actual possession of
         the premises leased thereunder, (iii) no tenant under any Mate-
         rial Company Lease is more than 30 days in arrears in the pay-
         ment of rent, (iv) none of the Company or any of its Subsidiar-
         ies has received any written notice from any tenant under any
         Material Company Lease of its intention to vacate, (v) none of
         the Company or any of its Subsidiaries has collected payment of
         rent under any Material Company Lease (other than security de-
         posits) accruing for a period which is more than one month in
         advance, (vi) no notice of default has been sent or received by
         the landlord under any Material Company Lease which remains
         uncured as of the date hereof, no default has occurred under
         any Material Company Lease and, to the Company's knowledge, no
         event has occurred and is continuing which, with notice or
         lapse of time or both, would constitute a default under any
         Material Company Lease, (vii) no tenant under any of the Mate-
         rial Company Leases has any purchase options or kick-out rights
         or is entitled to any concessions, allowances, abatements, set-
         offs, rebates or refunds, (viii) none of the Material Company
         Leases and none of the rents or other amounts payable thereun-
         der has been mortgaged, assigned, pledged or encumbered by any
         party thereto or otherwise, except in connection with financing
         secured by the applicable Company Property which is described
         in Schedule 3.9(c), (ix) (A) as of the date hereof, except as 



                                       -31-
<PAGE>







         set forth in Schedule 3.11(f), no brokerage or leasing commis-
         sion or other compensation is due or payable to any person with
         respect to or on account of any of the Material Company Leases
         or any extensions or renewals thereof incurred after the date
         hereof, and (B) any brokerage or leasing commission or other
         compensation due or payable to any person with respect to or on
         account of any of the Material Company Leases or any extensions
         or renewals thereof have been incurred in the ordinary course
         of business of the Company consistent with past practice and
         market terms, (x) except as set forth in the Lease Summaries,
         no space of a material size in any Company Property is occupied
         by a tenant rent-free, (xi) no tenant under any of the Material
         Company Leases has asserted any claim which is likely to affect
         the collection of rent from such tenant, (xii) no tenant under
         any of the Material Company Leases has any right to remove ma-
         terial improvements or fixtures that have at any time been af-
         fixed to the premises leased thereunder, (xiii) each tenant
         under the Material Company Leases is required thereunder to
         maintain, at its cost and expenses, public liability and prop-
         erty damage insurance with liability limits which reasonably
         relate to the value of the contingent liabilities being insured
         thereby, and (xiv) the landlord under each Material Company
         Lease has fulfilled all of its obligations thereunder in re-
         spect of tenant improvements and capital expenditures.  Other
         than the tenants identified in the Rent Roll and Lease Sum-
         maries and parties to easement agreements which constitute Per-
         mitted Liens, no third party has any right to occupy or use any
         portion of any Company Property.  The Rent Roll or Lease Sum-
         maries include a budget for all material tenant improvement and
         similar material work required to be made by the lessor under
         each of the Material Company Leases.  None of the matters dis-
         closed in Schedule 3.11(f) has or could have, individually or
         in the aggregate, a Material Adverse Effect.

                   (g)  Schedule 3.11(g) sets forth a complete and ac-
         curate list of all material commitments, letters of intent or
         similar written understandings made or entered into by the Com-
         pany or any of its Subsidiaries as of the date hereof (x) to
         lease any space larger than 10,000 rentable square feet at any
         of the Company Properties, (y) to sell, mortgage, pledge or hy-
         pothecate any Company Property or Properties, which, individu-
         ally or in the aggregate, are material, or to otherwise enter
         into a material transaction in respect of the ownership or fi-
         nancing of any Company Property, or (z) to purchase or to ac-
         quire an option, right of first refusal or similar right in
         respect of any real property, which, individually or in the
         aggregate, are material, which, in any such case, has not yet
         been reduced to a written lease or contract, and sets forth
         with respect to each such commitment, letter of intent or other
         understanding the principal terms thereof.  The Company has 



                                       -32-
<PAGE>







         previously delivered or made available to Buyer a true and com-
         plete copy of each such commitment, letter of intent or other
         understanding.  Schedule 3.11(g) also sets forth a complete and
         accurate list of all agreements to purchase real property to
         which the Company or any Subsidiary is a party.

                   (h)  Except as set forth in Schedule 3.11(h), none of
         the Company or any of its Subsidiaries has granted any out-
         standing options or has entered into any outstanding contracts
         with others for the sale, mortgage, pledge, hypothecation, as-
         signment, sublease, lease or other transfer of all or any part
         of any Company Property, and no person has any right or option
         to acquire, or right of first refusal with respect to, the
         Company's or any of its Subsidiaries' interest in any Company
         Property or any part thereof.  Except as set forth in Schedule
         3.11(h) or 3.11(g), none of the Company or any of its Subsid-
         iaries has any outstanding options or rights of first refusal
         or has entered into any outstanding contracts with others for
         the purchase of any real property.

                   (i)  Schedule 3.11(i) contains a complete and ac-
         curate description of any non-compliance by any Company Prop-
         erty, to the Company's knowledge, with any law, ordinance,
         code, health and safety regulation or insurance requirement
         (except for the ADA, which is addressed in this respect in Sec-
         tion 3.11(e) above), other than such non-compliance as would
         not, individually or in the aggregate, reasonably be expected
         to have a Material Adverse Effect.  Schedule 3.11(i) also sets
         forth the Company's or any Subsidiary's capital expenditure
         budget and schedule for each Company Property, which describes
         the capital expenditures which the Company or any Subsidiary
         has budgeted for such Company Property for the period running
         through December 31, 1996 (the "Capital Expenditure Budget and
         Schedule"), and the Company's or any Subsidiary's preliminary
         capital expenditure budget and schedule for each Company Prop-
         erty, which describes the capital expenditures which the Com-
         pany or any Subsidiary has budgeted for such Company Property
         for the period commencing January 1, 1997 and running through
         December 31, 1998 (the "1997 and 1998 Preliminary Capital Ex-
         penditure Budgets and Schedules").  Each of the Capital Expen-
         diture Budget and the 1997 and 1998 Preliminary Capital Expen-
         diture Budgets and Schedules also describes other capital ex-
         penditures as are necessary, to the Company's knowledge, in
         order to bring such Company Property into compliance with ap-
         plicable laws, ordinances, codes, health and safety regulations
         and insurance requirements (including in respect of fire sprin-
         klers, compliance with the ADA (except to the extent that (x) a
         tenant under any Company Lease is contractually responsible and
         liable for such ADA compliance under its Company Lease or (y)
         with respect to shopping center properties, any work required 



                                       -33-
<PAGE>







         to cause such compliance is not material and the related expen-
         ditures are, in the aggregate with all other such expenditures,
         less than $200,000) and asbestos containing material) or which
         the Company otherwise plans or expects to make in order to cure
         or remedy any construction, electrical, mechanical or other
         defects, to renovate, rehabilitate or modernize such Company
         Property, or otherwise, excluding, however, any tenant improve-
         ments required to be made under any Company Lease.  To the
         Company's knowledge, the costs and time schedules for 1996 set
         forth in the Capital Expenditure Budget and Schedule are rea-
         sonable estimates and projections.  To the Company's knowledge,
         the costs and time schedules for 1997 and 1998 set forth in the
         1997 and 1998 Preliminary Capital Expenditure Budgets and
         Schedules are reasonable estimates and projections based upon
         information available to the Company at the time that the 1997
         and 1998 Preliminary Capital Expenditure Budgets and Schedules
         were prepared, and, nothing has come to the attention of the
         Company since such time which would indicate that the 1997 and
         1998 Preliminary Capital Expenditure Budgets and Schedules are
         inaccurate or misleading in any material respect.  Except as
         set forth in Schedule 3.11(i), there are no outstanding or, to
         the Company's knowledge, threatened requirements by any insur-
         ance company which has issued an insurance policy covering any
         Company Property, or by any board of fire underwriters or other
         body exercising similar functions, requiring any repairs or
         alterations to be made to any Company Property that would, in-
         dividually or in the aggregate, reasonably be expected to re-
         sult in a Material Adverse Effect.  

                   (j)  Schedule 3.11(j) contains a list of each Company
         Property which consists of or includes undeveloped land or
         which is in the process of being developed or rehabilitated
         (collectively, the "Development Properties") and a brief de-
         scription of the development or rehabilitation intended by the
         Company or any Subsidiary to be carried out or completed
         thereon (collectively, the "Projects"), including any budget
         and development or rehabilitation schedule therefor prepared by
         or for the Company or any Subsidiary (collectively, the "De-
         velopment Budget and Schedule").  Except as disclosed in Sched-
         ule 3.11(j), each Development Property is zoned for the lawful
         development thereon of the applicable Project, and the Company
         or its Subsidiaries have obtained all permits, licenses, con-
         sents and authorizations required for the lawful development or
         rehabilitation thereon of such Project, except only for such
         failure to meet the foregoing standards as would not, individu-
         ally or in the aggregate, be reasonably expected to have a Ma-
         terial Adverse Effect.  Except as set forth in Schedule
         3.11(j), to the Company's knowledge, there are no material im-
         pediments to or constraints on the development or rehabilita-
         tion of any Project in all material respects within the time 



                                       -34-
<PAGE>







         frame and for the cost set forth in the Development Budget and
         Schedule applicable thereto.  In the case of each Project the
         development of which has commenced, to the Company's knowledge,
         the costs and expenses incurred in connection with such Project
         and the progress thereof are, except as set forth in Schedule
         3.11(j), consistent and in compliance in all material respects
         with all aspects of the Development Budget and Schedule ap-
         plicable thereto.  The Company has delivered to Buyer all fea-
         sibility studies, soil tests, due diligence reports and other
         studies, tests or reports performed by or for the Company, or
         otherwise in the possession of the Company, which relate to the
         Development Properties or the Projects.

                   (k)  The Company has disclosed to Buyer all adverse
         matters known to the Company with respect to or in connection
         with the Company Properties (including the Company Leases and
         the Tenancy Leases), which would, individually or in the ag-
         gregate, reasonably be expected to have a Material Adverse Ef-
         fect.

                   (l)  The ground leases underlying the leased Company
         Properties referenced in Schedule 3.11(a) (collectively, the
         "Tenancy Leases") are accurately described in Schedule 3.11(l).
         Each of the Tenancy Leases is valid, binding and in full force
         and effect as against the Subsidiary and, to the Company's
         knowledge, as against the other party thereto.  Except as indi-
         cated in Schedule 3.11(l), none of the Tenancy Leases is sub-
         ject to any mortgage, pledge, Lien, sublease, assignment, li-
         cense or other agreement granting to any third party any inter-
         est therein, collateral or otherwise, or any right to the use
         or occupancy of any premises leased thereunder.  True and com-
         plete copies of the Tenancy Leases (including all amendments,
         modifications and supplements thereto) have been delivered to
         Buyer prior to the date hereof.  To the Company's knowledge,
         except as set forth in Schedule 3.11(l), there is no pending or
         threatened proceeding which is reasonably likely to interfere
         with the  quiet enjoyment of the tenant under any of the Ten-
         ancy Leases.  Except as set forth in Schedule 3.11(l), as of
         the last day of the month preceding the date hereof and as of
         the last day of the month preceding the date of the Initial
         Closing, no payments under any Tenancy Lease are delinquent and
         no notice of default thereunder has been sent or received by
         the Company or any of its Subsidiaries, and, as of the date of
         each Subsequent Closing, there will be no material deteriora-
         tion with respect to such matters from the Company's perspec-
         tive.   There does not exist under any of the Tenancy Leases
         any default, and, to the Company's knowledge, no event has oc-
         curred which, with notice or lapse of time or both, would con-
         stitute such a default, except as would not, individually or in 



                                       -35-
<PAGE>







         the aggregate, be reasonably expected to result in a Material
         Adverse Effect.  

                   (m)  The Company and each of its Subsidiaries have
         good and sufficient title to all the personal and non-real
         properties and assets reflected in their books and records as
         being owned by them (including those reflected in the balance
         sheets of the Company and its Subsidiaries as of March 31,
         1996, except as since sold or otherwise disposed of in the or-
         dinary course of business), free and clear of all Liens, except
         for Permitted Liens which are not, individually or in the ag-
         gregate, reasonably expected to have a Material Adverse Effect.

                   Section 3.12  Environmental Matters.  (a)  To the
         Company's knowledge, each of the Company and its Subsidiaries
         has obtained, and now maintains as currently valid and effec-
         tive, all permits, certificates of financial responsibility and
         other governmental authorizations required under the Environ-
         mental Laws (the "Environmental Permits") in connection with
         the operation of its businesses and properties, all of which
         are listed in Schedule 3.12(a).  To the Company's knowledge,
         except as disclosed in the Executive Summaries of the Company
         Environmental Reports, each of the Company and its Subsidiar-
         ies, and each Company Property is and has been in compliance
         with all terms and conditions of the Environmental Permits and
         all Environmental Laws, except only to an extent which would
         not, individually or in the aggregate, reasonably be expected
         to result in a Material Adverse Effect.  The Company has no
         knowledge of any circumstances or conditions that may prevent
         or interfere with such compliance in the future.  

                   (b)  Each of the Company and its Subsidiaries has
         provided to Buyer all formal communications, oral or written
         (whether from a Government Authority, citizens' group, employee
         or other person), which the Company has received regarding (x)
         alleged or suspected noncompliance of any of the Company Prop-
         erties with any Environmental Laws or Environmental Permits or
         (y) alleged or suspected Liability of the Company or its Sub-
         sidiaries under any Environmental Law, which noncompliance or
         Liability would, individually or in the aggregate, reasonably
         be expected to result in a Material Adverse Effect.

                   (c)  There are no liens or encumbrances on any of the
         Company Properties which arose pursuant to or in connection
         with any Environmental Law or Environmental Claim and, to the
         Company's knowledge, no government actions have been taken or
         threatened to be taken or are in process which are reasonably
         likely to subject any Company Property to such liens or other
         encumbrances.





                                       -36-
<PAGE>







                   (d)  No Environmental Claim with respect to the op-
         erations or the businesses of the Company or its Subsidiaries,
         or with respect to the Company Properties, has been asserted
         or, to the Company's knowledge, threatened, and, to the Com-
         pany's knowledge, no circumstances, past or present actions,
         conditions, events or incidents which exist with respect to the
         Company or its Subsidiaries or the Company Properties that
         would reasonably be expected to result in any Environmental
         Claim being asserted, in any such case, against (i) the Company
         or its Subsidiaries, or (ii) to the Company's knowledge, any
         person whose liability for any Environmental Claims the Company
         or its Subsidiaries has or may have retained or assumed either
         contractually or by operation of law.  

                   (e)  Except as disclosed in Schedule 3.12(e) (none of
         which matters would, individually or in the aggregate, reason-
         ably be expected to have a Material Adverse Effect), or set
         forth in the Executive Summaries of the Company Environmental
         Reports, (i) none of the Company or its Subsidiaries has been
         notified or anticipates being notified of potential responsi-
         bility in connection with any site that has been placed on, or
         proposed to be placed on, the National Priorities List or its
         state or foreign equivalents pursuant to the Comprehensive En-
         vironmental Response, Compensation and Liability Act ("CER-
         CLA"), 42 U.S.C. Section 9601 et seq., or analogous state or
         foreign laws, (ii) to the Company's knowledge, no Materials of
         Environmental Concern are present on, in or under any Company
         Property in a manner or condition that is reasonably likely to
         give rise to an Environmental Claim which would reasonably be
         expected to result in a Material Adverse Effect, (iii) to the
         Company's knowledge, none of the Company or its Subsidiaries
         has Released or arranged for the Release of any Materials of
         Environmental Concern at any location to an extent or in a
         manner which would reasonably be expected to result in a
         Material Adverse Effect, (iv) to the Company's knowledge, no
         underground storage tanks, surface impoundments, disposal ar-
         eas, pits, ponds, lagoons, open trenches or disused industrial
         equipment is present at any Company Property in a manner or
         condition that is reasonably likely to give rise to an
         Environmental Claim which would reasonably be expected to
         result in a Material Adverse Effect, (v) to the Company's
         knowledge, no transformers, capacitors or other equipment
         containing fluid with more than 50 parts per million poly-
         chlorinated biphenyls are present at any Company Property in a
         manner or condition that is reasonably likely to give rise to
         an Environmental Claim which would reasonably be expected to
         result in a Material Adverse Effect, except for any such trans-
         formers, capacitors or other equipment owned by any utility
         company, and (vi) to the Company's knowledge, no asbestos or
         asbestos-containing material is present at any Company Property 



                                       -37-
<PAGE>







         other than floor tiles that do not contain any friable asbestos
         and no Employee, agent, contractor or subcontractor of the Com-
         pany or its Subsidiaries or any other person is now or has in
         the past been exposed to friable asbestos or asbestos-
         containing material at any Company Property, except, in the
         case of each of the matters set forth in this subpart (vi), for
         such matters as would not, individually or in the aggregate,
         reasonably be expected to have a Material Adverse Effect. 

                   (f)  Schedule 3.12(f) contains a list of each envi-
         ronmental report prepared for the Company or its Subsidiaries
         or otherwise in the possession of any of them with respect to
         the environmental condition of any Company Property (collec-
         tively, the "Company Environmental Reports").  The Company has
         previously delivered or made available to Buyer true and com-
         plete copies of (i) the executive summary or conclusion in-
         cluded in each Company Environmental Report (collectively, the
         "Executive Summaries of the Company Environmental Reports") and
         (ii) each Company Environmental Report which constitutes a
         "Phase II" (or higher) environmental report or which is other-
         wise more detailed or in-depth than a typical "Phase I" envi-
         ronmental report.  The Executive Summaries of the Company Envi-
         ronmental Reports disclose all materially adverse matters known
         to the Company in respect of the environmental condition (in-
         cluding violations of Environmental Laws, Environmental Claims
         and the presence or Release of any Materials of Environmental
         Concern) of the Company Properties (it being understood, how-
         ever, that reference in the Executive Summaries of the Company
         Environmental Reports to other environmental reports, investi-
         gations, assessments or other documents shall not constitute
         disclosure of the contents thereof except to the extent such
         contents are fully discussed in the Executive Summaries of the
         Company Environmental Reports).  To the Company's knowledge,
         none of the matters disclosed by the Executive Summaries of the
         Company Environmental Reports would, individually or in the
         aggregate, be reasonably likely to have a Material Adverse Ef-
         fect.  The Company has no knowledge of any facts or circum-
         stances relating to the environmental condition of any property
         owned, leased or otherwise held by the Company that is not a
         Company Property that are reasonably likely to result in a Ma-
         terial Adverse Effect.

                   (g)  For purposes hereof, the terms listed below
         shall have the following meanings: 

                        (i)  "Claim" shall mean all actions, causes of
                   action, suits, debts, dues, accounts, reckonings,
                   bonds, bills, covenants, contracts, controversies,
                   promises, trespasses, damages, judgments, executions, 



                                       -38-
<PAGE>







                   claims, liabilities and demands whatsoever, in law or
                   equity.

                       (ii)  "Environmental Claim" shall mean any Claim
                   investigation or notice (written or oral) by any per-
                   son alleging potential liability (including potential
                   liability for investigatory costs, cleanup costs,
                   governmental response costs, natural resources dam-
                   ages, property damages, personal injuries or fatali-
                   ties, or penalties) arising out of, based on or re-
                   sulting from (A) the presence, generation, transpor-
                   tation, treatment, use, storage, disposal or Release
                   of Materials of Environmental Concern or the threat-
                   ened Release of Materials of Environmental Concern at
                   any location, or (B) activities or conditions forming
                   the basis of any violation, or alleged violation of,
                   or liability or alleged liability under, any Environ-
                   mental Law.

                      (iii)  "Environmental Laws" shall mean federal,
                   state, local, provincial, municipal and foreign laws,
                   ordinances, principles of common law, rules, by-laws,
                   orders, governmental policies, statutes, regulations,
                   agreements, treaties, customary law, and interna-
                   tional principles relating to the pollution or pro-
                   tection of the environment or of flora or fauna or
                   their habitat or of human health and safety, or to
                   the cleanup or restoration of the environment, in-
                   cluding, but not limited to, any laws or regulations
                   relating to (A) generation, treatment, storage, dis-
                   posal or transportation of Materials of Environmental
                   Concern, emissions or discharges or protection of the
                   environment from the same, (B) exposure of persons
                   to, or Release or threat of Release of, Materials of
                   Environmental Concern, and (C) noise.

                       (iv)  "Materials of Environmental Concern" shall
                   mean all chemicals, pollutants, contaminants, wastes,
                   toxic substances, petroleum or any fraction thereof,
                   petroleum products and hazardous substances (as de-
                   fined in Section 101(14) of CERCLA, 42 U.S.C.
                   Section 6601(14)), or solid or hazardous wastes as
                   now defined and regulated under any Environmental
                   Laws.

                        (v)  "Release" shall mean any release, spill,
                   emission, leaking, pumping, injection, deposit, dis-
                   posal, discharge, dispersal, leaching or migration





                                       -39-
<PAGE>







                   Section 3.13  Employees and Employee Benefit Plans.
         (a)  Schedule 3.13(a) sets forth a complete and accurate list
         of all employment agreements with employees of the Company or
         any of its Subsidiaries.  Except for the employees who are par-
         ties to such employment agreements, all of the employees of the
         Company and each of its Subsidiaries are employed on an at-will
         basis (except for restrictions or limitations on the at-will
         basis of such employees imposed by general principles of law or
         equity).

                   (b)  The Company Reports or Schedule 3.13(b) sets
         forth a complete and accurate list of all Employee Benefit
         Plans and all material Benefit Arrangements which affect Em-
         ployees of the Company or any of its Subsidiaries (the "Company
         Plans").  With respect to each Company Plan, the Company has
         delivered or made available to Buyer true and complete copies
         of:  (i) the plans and related trust documents and amendments
         thereto, (ii) the most recent summary plan descriptions, if
         any, and the most recent annual report, if any, and (iii) the
         most recent actuarial valuation (to the extent applicable).

                   (c)  With respect to each Company Plan, (i) the Com-
         pany and each of its Subsidiaries is in compliance in all mate-
         rial respects with the terms of each Company Plan and with the
         requirements prescribed by all applicable statutes, orders or
         governmental rules or regulations, (ii) the Company and each of
         its Subsidiaries has contributed to each Pension Plan included
         in the Company Plans not less than the amounts accrued for such
         plan for all plan periods for which payment is due, and (iii)
         none of the Company or any of its Subsidiaries has any funding
         commitment or other liabilities except as reserved for in the
         financial statements in or incorporated by reference into the
         Company Reports, and, in the case of clause (i) through (iii),
         except for such matters as would not, individually or in the
         aggregate, reasonably be expected to result in a Material Ad-
         verse Effect.

                   (d)  None of the Company or any of its Subsidiaries
         has made any commitment to establish any new Employee Benefit
         Plan, to modify any Employee Benefit Plan, or to increase ben-
         efits or compensation of Employees of the Company or any of its
         Subsidiaries (except for normal increases in compensation con-
         sistent with past practices), and to the Company's knowledge,
         no intention to do so has been communicated to Employees of the
         Company or any of its Subsidiaries.

                   (e)  There are no pending or, to the Company's knowl-
         edge, anticipated claims against or otherwise involving any of
         the Company Plans or any fiduciaries thereof with respect to 



                                       -40-
<PAGE>







         their duties to the Plans and no suit, action or other litiga-
         tion (excluding claims for benefits incurred in the ordinary
         course of Company Plan activities) has been brought against or
         with respect to any such Company Plans.

                   (f)  Neither the Company or any entity under "common
         control" with the Company within the meaning of Section 4001 of
         ERISA has contributed to, or been required to contribute to,
         any "multiemployer plan" (as defined in Sections 3(37) and
         4001(a)(3) of ERISA).

                   (g)  Except as set forth on Schedule 3.13(g), the
         Company and its Subsidiaries do not maintain or contribute to
         any plan or arrangement which provides or has any liability to
         provide life insurance, medical or other employee welfare ben-
         efits to any Employee or former Employee upon his retirement or
         termination of employment and, to the Company's knowledge, the
         Company and its Subsidiaries have never represented, promised
         or contracted (whether in oral or written form) to any Employee
         or former Employee that such benefits would be provided.

                   (h)  For purposes hereof, "Employee Benefit Plans"
         means each and all "employee benefit plans" as defined in Sec-
         tion 3(3) of ERISA maintained or contributed to by a party
         hereto or in which a party hereto participates or participated
         and which provides benefits to Employees, including (i) any
         such plan that are "employee welfare benefit plans" as defined
         in Section 3(1) of ERISA, including retiree medical and life
         insurance plans ("Welfare Plans"), and (ii) any such plans that
         constitute "employee pension benefit plans" as defined in Sec-
         tion 3(2) of ERISA ("Pension Plans").  "Benefit Arrangements"
         means life and health insurance, hospitalization, savings, bo-
         nus, deferred compensation, incentive compensation, holiday,
         vacation, severance pay, sick pay, sick leave, disability, tu-
         ition refund, service award, company car, scholarship, reloca-
         tion, patent award, fringe benefit, individual employment, con-
         sultancy or severance contracts and other polices or practices
         of a party hereto providing employee or executive compensation
         or benefits to Employees, other than Employee Benefit Plans.
         "Employees" mean all current employees, former employees and
         retired employees of a party hereto or any of its Subsidiaries,
         including employees on disability, layoff or leave status.
         "Controlled Group Liability" means any and all liabilities un-
         der (i) Title IV of ERISA, (ii) Section 302 of ERISA, (iii)
         Sections 412 and 4971 of the Code, (iv) the continuation cover-
         age requirements of Section 601 et seq. of ERISA and Section
         4980B of the Code, and (v) corresponding or similar provisions
         of foreign laws or regulations, other than such liabilities
         that arise solely out of, or relate solely to, the Plans.  





                                       -41-
<PAGE>







                   (i)  To the Company's knowledge, with respect to each
         plan that is subject to Title IV or Section 302 of ERISA or
         Section 412 or 4971 of the Code:  (i) there does not exist any
         accumulated funding deficiency within the meaning of Section
         412 of the Code or Section 302 of ERISA, whether or not waived,
         (ii) the fair market value of the assets of such plan equals or
         exceeds the actuarial present value of all accrued benefits
         under plan (whether or not vested), on a termination basis,
         (iii) no reportable event within the meaning of Section 4043(c)
         of ERISA has occurred, and the consummation of the transactions
         contemplated by this agreement will not result in the occur-
         rence of any such reportable event, and (iv) all premiums to
         the Pension Benefit Guaranty Corporation have been timely paid
         in full.  

                   (j)  There does not now exist, nor do any circum-
         stances exist that could result in, any Controlled Group Li-
         ability that would be a liability of the Company following the
         Closing.  Without limiting the generality of the foregoing,
         neither the Company nor any ERISA Affiliate has engaged in any
         transaction described in Section 4069 or Section 4204 of ERISA.

                   (k)  Neither the execution and delivery of this
         Agreement nor the consummation of the transactions contemplated
         hereby will (either alone or in conjunction with any other
         event) result in, cause the accelerated vesting (except as set
         forth in Schedule 3.9(g)) or delivery of, or increase the
         amount or value of, any payment or benefit to any employee of
         the Company.

                   Section 3.14  Labor Matters.  Except as set forth in
         Schedule 3.14, none of the Company or any of its Subsidiaries
         is a party to, or bound by, any collective bargaining agree-
         ment, contract or other agreement or understanding with a labor
         union or labor union organization.  Except for the matters set
         forth in Schedule 3.14 (none of which matters would, individu-
         ally or in the aggregate, reasonably be expected to have a Ma-
         terial Adverse Effect), there is no unfair labor practice or
         labor arbitration proceeding pending or, to the knowledge of
         the Company, threatened against the Company or any of its Sub-
         sidiaries.  To the knowledge of the Company, there are no orga-
         nizational efforts with respect to the formation of a collec-
         tive bargaining unit presently being made or threatened in-
         volving employees of the Company or any of its Subsidiaries.

                   Section 3.15  Affiliate Transactions.  Schedule 3.15
         sets forth a complete and accurate list of all transactions,
         series of related transactions or currently proposed transac-
         tions or series of related transactions entered into by the
         Company or any of its Subsidiaries since January 1, 1996 which 



                                       -42-
<PAGE>







         are of the type required to be disclosed by the Company pursu-
         ant to Item 404 of Regulation S-K of the Securities Laws.  A
         true and complete copy of all agreements or contracts relating
         to any such transaction has been delivered or made available to
         Buyer prior to the date hereof.

                   Section 3.16  Insurance.  The Company maintains in-
         surance policies, including liability policies, covering the
         assets, business, equipment, properties, operations, employees,
         officers and directors of the Company and each of its Subsid-
         iaries (collectively, the "Insurance Policies"), which are of a
         type and in amounts customarily carried by persons conducting
         businesses similar to those of the Company.  There is no mate-
         rial claim by the Company or any of its Subsidiaries pending
         under any of the material Insurance Policies as to which cover-
         age has been questioned, denied or disputed by the underwriters
         of such policies.

                   Section 3.17  Proxy Statement.  The Proxy Statement
         and all of the information included or incorporated by refer-
         ence therein (other than any information supplied or to be sup-
         plied by Buyer for inclusion or incorporation by reference
         therein) will not, as of the date such Proxy Statement is first
         mailed to the shareholders of the Company and as of the time of
         the meeting of the shareholders of the Company in connection
         with the transactions contemplated hereby, contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary in order to make the
         statements therein, in light of the circumstances under which
         they are made, not misleading.  The Proxy Statement will comply
         as to form in all material respects with the provisions of the
         Exchange Act and the rules and regulations promulgated by the
         SEC thereunder.

                   Section 3.18  Florida Takeover Law.  The terms of
         Sections 607.0901 and 607.0902 of the Florida 1989 Business
         Corporation Act will not apply to Buyer, any Stock Purchase or
         any other transaction contemplated hereby.

                   Section 3.19  Vote Required.  The affirmative vote of
         the holders of a majority of the outstanding shares of Company
         Common Stock and Company Preferred Stock voting together as a
         single class and entitled to vote hereon and duly present in
         person or by proxy at a meeting duly called to vote hereon (and
         with each share of Company Common Stock entitled to one vote
         per share and each share of Company Preferred Stock being en-
         titled to 50 votes per share) is the only vote of the holders
         of any class or series of Company Stock necessary to approve
         this Agreement, the Registration Rights Agreement, the Stock-
         holders Agreement and the transactions contemplated hereby and 



                                       -43-
<PAGE>







         thereby, except that adoption of the Amended Company Charter
         requires only that the vote of the outstanding shares of the
         combined class of Company Common Stock and Company Preferred
         Stock entitled to vote thereon (and with each share of Company
         Common Stock entitled to one vote per share and each share of
         Company Preferred Stock being entitled to 50 votes per share)
         which vote for such adoption is greater than the number of such
         outstanding shares who vote against such adoption.

                   Section 3.20  Brokers or Finders.  No agent, broker,
         investment banker or other firm or person, including any of the
         foregoing that is an Affiliate of the Company, is or will be
         entitled to any broker's or finder's fee or any other commis-
         sion or similar fee from the Company in connection with this
         Agreement or any of the transactions contemplated hereby for
         which Buyer or any of its Affiliates will be responsible.

                   Section 3.21  Stockholders Agreement.  If the Stock-
         holders Agreement were in effect as of the date hereof, the
         Company would be in compliance with each of the covenants set
         forth in Section 6.1 thereof (subject to the consummation of
         the reorganization described in Schedule 6.5(a)). 

                   Section 3.22  Knowledge Defined.  As used herein, the
         phrase "to the Company's knowledge" (or words of similar im-
         port) means the actual knowledge of any of Martin E. Stein,
         Jr., Bruce M. Johnson, Richard E. Cook, Robert C. Gillander,
         Jr., James D. Thompson, J. Christian Leavitt or Robert L.
         Miller, Jr. and includes any facts, matters or circumstances
         set forth in any written notice from any Government Authority
         or any other material written notice received by the Company or
         any of its Subsidiaries, and also including any matter of which
         Buyer informs the Company in writing.


                                    ARTICLE 4

         Representations and Warranties of Buyer and the Advancing Party

                   Buyer and the Advancing Party hereby jointly and sev-
         erally represent and warrant to the Company as follows:

                   Section 4.1  Organization.  (a)  Buyer is a corpora-
         tion duly incorporated, validly existing and in good standing
         under the laws of Luxembourg.  Buyer has all requisite corpor-
         ate power and authority to own, operate, lease and encumber its
         properties and to carry on its business as now conducted, and
         to enter into this Agreement, the Registration Rights Agreement
         and the Stockholders Agreement and to perform its obligations
         hereunder and thereunder.  





                                       -44-
<PAGE>







                   (b)  The Advancing Party is a corporation duly in-
         corporated, validly existing and in good standing under the
         laws of Luxembourg.  The Advancing Party has all requisite cor-
         porate power and authority to own, operate, lease and encumber
         its properties and to carry on its business as now conducted,
         and to enter into this Agreement, the Registration Rights
         Agreement and the Stockholders Agreement and to perform its
         obligations hereunder and thereunder.

                   Section 4.2  Due Authorization.  The execution, de-
         livery and performance of this Agreement, the Registration
         Rights Agreement, and the Stockholders Agreement have been duly
         and validly authorized by all necessary corporate action on the
         part of Buyer and the Advancing Party.  This Agreement has been
         duly executed and delivered by each of Buyer and the Advancing
         Party for itself and constitutes the valid and legally binding
         obligations of Buyer and the Advancing Party, enforceable
         against Buyer or the Advancing Party, as the case may be, in
         accordance with its terms, subject to applicable bankruptcy,
         insolvency, moratorium or other similar laws relating to credi-
         tors' rights or general principles of equity.

                   Section 4.3  Conflicting Agreements and Other Mat-
         ters.  Neither the execution and delivery of this Agreement nor
         the performance by Buyer or the Advancing Party, as the case
         may be, of its obligations hereunder will conflict with, result
         in a breach of the terms, conditions or provisions of, consti-
         tute a default under, result in the creation of any mortgage,
         security interest, encumbrance, lien or charge of any kind upon
         any of the properties or assets of Buyer or the Advancing
         Party, as the case may be, pursuant to, or require any consent,
         approval or other action by or any notice to or filing with any
         Government Authority pursuant to, the organizational documents
         or agreements of Buyer or the Advancing Party, as the case may
         be, or any agreement, instrument, order, judgment, decree, sta-
         tute, law, rule or regulation by which Buyer or the Advancing
         Party, as the case may be, is bound, except for filings after
         any Closing under Section 13(d) or Section 16 of the Exchange
         Act.

                   Section 4.4  Acquisition for Investment; Sophistica-
         tion; Source of Funds.  (a)  Buyer is acquiring the Company
         Common Stock being purchased by it for its own account for the
         purpose of investment and not with a view to or for sale in
         connection with any distribution thereof, and Buyer has no
         present intention or plan to effect any distribution of shares
         of Company Common Stock, provided that the disposition of Com-
         pany Common Stock owned by Buyer shall at all times be and re-
         main within its control, subject to the provisions of this
         Agreement and the Registration Rights Agreement.  Buyer is able 



                                       -45-
<PAGE>







         to bear the economic risk of the acquisition of Company Common
         Stock pursuant hereto and can afford to sustain a total loss on
         such investment, and has such knowledge and experience in fi-
         nancial and business matters that it is capable of evaluating
         the merits and risks of the proposed investment, and therefore
         has the capacity to protect its own interests in connection
         with the acquisition of Company Common Stock pursuant hereto.  

                   (b)  At the Initial Closing and at each subsequent
         Closing, the Advancing Party shall have available and shall
         advance to Buyer all of the funds necessary to satisfy Buyer's
         obligations hereunder and to pay any related fees and expenses
         in connection with the foregoing.  The Advancing Party has, and
         at each Closing will have either cash, written, enforceable
         subscriptions from its investors or line of credit commitments
         sufficient, in any such case, to advance the necessary funds to
         Buyer as will enable Buyer to purchase the requisite Purchased
         Shares at each Closing, in accordance with this Agreement.  The
         Advancing Party has provided to the Company a true and correct
         copy of the form of the subscription agreement executed by the
         Advancing Party's investors.

                   (c)  The Advancing Party has previously delivered to
         the Company (i) an audited balance sheet for the Advancing
         Party as of December 31, 1995, and (ii) an unaudited balance
         sheet for the Advancing Party as of April 30, 1996, each bal-
         ance sheet which was certified by an officer of the Advancing
         Party and which fairly presented the financial position of the
         Advancing Party as of its date in accordance with GAAP.  Each
         such balance sheet discloses either on its face or by footnote,
         all material liabilities of the Advancing Party required to be
         disclosed under GAAP.

                   Section 4.5  Proxy Statement.  None of the informa-
         tion supplied or to be supplied by Buyer for inclusion or in-
         corporation by reference in the Proxy Statement will, as of the
         date the Proxy Statement is first mailed to the shareholders of
         the Company and as of the time of the meeting of the sharehold-
         ers of the Company in connection with the transactions contem-
         plated hereby, contain any untrue statement of a material fact
         or omit to state any material fact required to be stated there-
         in or necessary in order to make the statements therein, in
         light of the circumstances under which they are made, not mis-
         leading.  

                   Section 4.6  Brokers or Finders.  No agent, broker,
         investment banker or other firm or person, including any of the
         foregoing that is an Affiliate of Buyer or the Advancing Party,
         is or will be entitled to any broker's or finder's fee or any
         other commission or similar fee from Buyer or the Advancing 



                                       -46-
<PAGE>







         Party in connection with this Agreement or any of the transac-
         tions contemplated hereby for which the Company or any of its
         Affiliates will be responsible.

                   Section 4.7  REIT Qualification Matters.  To Buyer's
         knowledge, no person which would be treated as an "individual"
         for purposes of Section 542(a)(2) of the Code (as modified by
         Section 856(h) of the Code) owns or would be considered to own
         (taking into account the ownership attribution rules under Sec-
         tion 544 of the Code, as modified by Section 856(h) of the
         Code) in excess of 9.8% of the value of the outstanding equity
         interest in Buyer or the Advancing Party.   

                   Section 4.8  Investment Company Matters.  Neither the
         Advancing Party nor Buyer is, and after giving effect to the
         purchase of Company Common Stock contemplated hereby neither
         will be, an "investment company" or an entity "controlled" by
         an "investment company", as such terms are defined in the In-
         vestment Company Act of 1940, as amended.

                   Section 4.9  Ownership of Tenants.  Buyer does not
         own, directly or indirectly, an interest in a Tenant listed on
         Schedule 4.9, which interest is equal to or greater than (i)
         10% of the combined voting power of all classes of stock of
         such Tenant, (ii) 10% of the total number of shares in all
         classes of stock of such Tenant, or (iii) if such Tenant is not
         a corporation, 10% of the assets or net profits of such Tenant.
         For purposes of this Section, the rules prescribed by Section
         318(a) of the Code, for determining the ownership of stock, as
         modified by Section 856(d)(5) of the Code, shall apply in de-
         termining direct and indirect ownership of stock, assets, or
         net profits.  Capitalized terms used but not defined in this
         Section 4.9 shall have the meaning assigned to them in the Com-
         pany Charter.  The Company shall advise Buyer within a reason-
         able period of time before the Closing of any material changes
         to Schedule 4.9.


                                    ARTICLE 5

                          Covenants Relating to Closings

                   Section 5.1  Taking of Necessary Action.  (a)  Each
         party hereto agrees to use its commercially reasonable best
         efforts promptly to take or cause to be taken all action and
         promptly to do or cause to be done all things necessary, proper
         or advisable under applicable laws and regulations to consum-
         mate and make effective the transactions contemplated by this
         Agreement, the Registration Rights Agreement and the Stockhold-
         ers Agreement, subject to the terms and conditions hereof and 



                                       -47-
<PAGE>







         thereof, including all actions and things necessary to cause
         all conditions precedent set forth in Article 7 to be satis-
         fied.

                   (b)  As promptly as practicable after the date
         hereof, the Company shall prepare and file with the SEC a pre-
         liminary proxy statement (the "Proxy Statement") by which the
         Company's shareholders will be asked to approve the Amended
         Company Charter and the issuance of shares of Company Common
         Stock contemplated hereby.  The Proxy Statement as initially
         filed with the SEC, as it may be amended and refiled with the
         SEC and as it may be mailed to the Company's shareholders,
         shall be in form and substance reasonably satisfactory to Buy-
         er.  The Company shall use its reasonable efforts to respond to
         any comments of the SEC, and to cause the Proxy Statement to be
         mailed to the Company's shareholders at the earliest practi-
         cable time.  As promptly as practicable after the date hereof,
         the Company shall prepare and file any other filings required
         of the Company or its Subsidiaries under the Exchange Act, the
         Securities Act or any other federal, state or local laws relat-
         ing to this Agreement and the transactions contemplated hereby,
         including under the HSR Act and state takeover laws (the "Other
         Filings"), and Buyer shall prepare and file any filings re-
         quired of Buyer by the HSR Act.  The Company and Buyer will
         notify each other promptly of the receipt of any comments from
         the SEC or its staff and of any request by the SEC or its staff
         or any other government officials for amendments or supplements
         to the Proxy Statement or any Other Filing or for additional
         information and will supply each other with copies of all cor-
         respondence between each of them or any of their respective
         representatives, on the one hand, and the SEC, or its staff or
         any other government officials, on the other hand, with respect
         to the Proxy Statement or any Other Filing.  The Proxy State-
         ment and any Other Filing shall comply in all material respects
         with all applicable requirements of law.  Buyer shall provide
         the Company all information about Buyer required to be included
         or incorporated by reference in the Proxy Statement or any
         Other Filing and shall otherwise cooperate with the Company in
         taking the actions described in this paragraph.  Whenever any
         event occurs which is required to be set forth in an amendment
         or supplement to the Proxy Statement or any Other Filing, the
         Company or Buyer, as the case may be, shall promptly inform the
         other party of such occurrence and cooperate in filing with the
         SEC or its staff or any other government officials, and/or
         mailing to shareholders of the Company, such amendment or sup-
         plement.  Subject to the provisions of Section 5.6, the Proxy
         Statement shall include the recommendation of the Board of Di-
         rectors of the Company that the shareholders of the Company
         vote in favor of and approve the Amended Company Charter and 



                                       -48-
<PAGE>







         the issuance of Company Common Stock pursuant to this Agree-
         ment.

                   (c)  The Company shall call a meeting of its share-
         holders to be held as promptly as practicable for the purpose
         of voting upon the transactions (including the issuance of Com-
         pany Common Stock and the amendments to the Company Charter)
         contemplated hereby; provided that should a quorum not be ob-
         tained at such meeting of the shareholders, or if fewer shares
         of Company Common Stock than the number required therefor are
         voted in favor of approval and adoption of the transactions
         (including the issuance of Company Common Stock and the amend-
         ments to the Company Charter) contemplated hereby, the meeting
         of the shareholders shall be postponed or adjourned in order to
         permit additional time for soliciting and obtaining additional
         proxies or votes.  In no event shall the record date for deter-
         mining shareholders entitled to notice of and to vote at such
         shareholders' meeting to be held in accordance with the terms
         hereof be earlier than the date following the date of the Ini-
         tial Closing.   

                   (d)  The Company shall use its commercially reason-
         able best efforts to obtain the consents set forth in each of
         Schedules 3.4(d)-A, 3.4(d)-B and 3.4(d)-C.

                   (e)  From and after the date hereof, (i) no grant or
         award of options or other similar equity-related or incentive
         compensation shall be made pursuant to or by amendment to the
         agreements listed on Schedule 3.9(g), and (ii) any employment,
         stock option or other agreement entered into and which contains
         a change-of-control or similar provision shall contain only a
         change-of-control provision in the form included in the form of
         employment agreement attached hereto as Exhibit D. 

                   Section 5.2  Registration Rights Agreement.  At the
         Initial Closing, the Company, Buyer and the Advancing Party
         shall enter into the Registration Rights Agreement.  

                   Section 5.3  Stockholders Agreement.  At the Initial
         Closing, the Company, the Advancing Party and Buyer shall enter
         into the Stockholders Agreement.

                   Section 5.4  Public Announcements; Confidentiality.
         (a)  Subject to each party's disclosure obligations imposed by
         law and any stock exchange or similar rules and the confidenti-
         ality provisions contained in Section 5.4(b), the Company and
         Buyer (or Buyer's U.S. representatives) will cooperate with
         each other in the development and distribution of all news re-
         leases and other public information disclosures with respect to 



                                       -49-
<PAGE>







         this Agreement, the Registration Rights Agreement the Stock-
         holders Agreement and any of the transactions contemplated
         hereby or thereby.

                   (b)  Buyer agrees that all information provided to
         Buyer or any of its representatives pursuant to this Agreement
         shall be kept confidential, and Buyer shall not (x) disclose
         such information to any persons other than the directors, of-
         ficers, employees, financial advisors, legal advisors, ac-
         countants, consultants and affiliates of Buyer who reasonably
         need to have access to the confidential information and who are
         advised of the confidential nature of such information or (y)
         use such information in a manner which would be detrimental to
         the Company; provided, however, the foregoing obligation of
         Buyer shall not (i) relate to any information that (1) is or
         becomes generally available other than as a result of unautho-
         rized disclosure by Buyer or by persons to whom Buyer has made
         such information available, (2) is or becomes available to
         Buyer on a non-confidential basis from a third party that is
         not, to Buyer's knowledge, bound by any other confidentiality
         agreement with the Company, or (ii) prohibit disclosure of any
         information if required by law, rule, regulation, court order
         or other legal or governmental process.

                   Section 5.5  Conduct of the Business.  Except for
         transactions contemplated hereby, during the period from the
         date hereof (and with respect to transactions or conduct relat-
         ing to the number of shares of Company Stock outstanding, from
         May 31, 1996) to the sooner to occur of (A) the date on which
         the Remaining Equity Commitment shall be zero, and (B) if ap-
         proval for the issuance of the Company Common Stock required to
         effect a Subsequent Purchase shall, in accordance with the
         terms hereof, have been sought from the shareholders of the
         Company but the requisite approval of the Company's sharehold-
         ers shall not have been obtained, the date of the shareholder
         meeting at which such shareholder approval shall not have been
         obtained, the Company, except as otherwise consented to or ap-
         proved by Buyer in writing or as permitted or required hereby
         (x) has conducted or will conduct the business of the Company
         and its Subsidiaries and has engaged or will engage in transac-
         tions only in the ordinary course, and (y) will not:

                        (i)  change any provision of the Amended Com-
              pany Charter or the By-laws of the Company in a manner
              that would be adverse to Buyer; 

                       (ii)  except for (A) issuances of shares of
              Company Common Stock in consideration for the acquisi-
              tion of assets by the Company in bona fide arm's length
              transactions and subject to the limitations set forth in 



                                      -50-
<PAGE>







              the Company Charter (and which issuances in any event
              shall not exceed 10% of the shares of Company Common
              Stock outstanding, on a pro forma basis, assuming the
              consummation of each of the Subsequent Closings contem-
              plated by this Agreement), (B) grants of options or the
              issuance of shares of Company Common Stock pursuant to
              the agreements listed and up to the amounts set forth in
              Schedule 3.3(a), change the number of shares of the au-
              thorized or issued capital stock of the Company or issue
              or grant any option, warrant, call, commitment, sub-
              scription, right to purchase or agreement of any charac-
              ter relating to the authorized or issued capital stock
              of the Company, or any securities convertible into
              shares of such stock (including Company Preferred Stock
              or Class B Common Stock), or split, combine or reclas-
              sify any shares of the capital stock of the Company or
              declare, set aside or pay any extraordinary dividend
              (except as may be required to comply with the require-
              ments of Section 6.3), other distribution (whether in
              cash, stock or property or any combination thereof) in
              respect of the capital stock of the Company, or redeem
              or otherwise acquire any shares of such capital stock
              (provided, however, that in connection with any transac-
              tion described in clauses (A) and (B), Buyer shall be
              entitled, to the extent so provided in Section 4.2 of
              the Stockholders Agreement, to a participation right on
              the terms set forth in Section 4.2 of the Stockholders
              Agreement as if all of the Purchased Shares were issued
              and owned by Buyer at the time of such transaction, with
              any additional shares of capital stock (as such term is
              used in Section 4.2 of the Stockholders Agreement) which
              Buyer shall have the right to purchase by virtue of such
              participation right to be issued and purchased only at
              the time of the Subsequent Closing, and subject to the
              satisfaction or waiver of the conditions applicable to
              the purchase of Purchased Shares thereat); 

                      (iii)  take any action or permit any of its Sub-
              sidiaries to take any action which would violate any of
              the Corporate Action Covenants under (and as defined in)
              the Stockholders Agreement if the Stockholders Agreement
              were then in effect;

                       (iv)  purchase or enter into a binding agree-
              ment to purchase any real property without Investor's
              prior written consent, including the purchase of any of
              the properties which are the subject of the purchase
              agreements, letters of intent or other arrangements de-
              scribed in Schedule 3.11(g) or the other Schedules
              hereto; or





                                      -51-
<PAGE>







                        (v)  enter into any employment agreement, or
              permit any of its Subsidiaries to enter into any em-
              ployment agreement with any officer or other employee
              except for entry into the Employment Agreements pursuant
              to Section 3.7 of this Agreement.

                   Section 5.6  No Solicitation of Transactions.  Unless
         and until this Agreement is terminated in accordance with its
         terms, none of the Company or its Subsidiaries shall, directly
         or indirectly, through any officer, director, agent or other-
         wise, initiate, solicit or knowingly encourage (including by
         way of furnishing non-public information or assistance), or
         take any other action to facilitate knowingly, any inquiries or
         the making of any proposal that constitutes, or may reasonably
         be expected to lead to, any Competing Transaction, or enter
         into or maintain or continue discussions or negotiate with any
         person or entity in furtherance of such inquiries or to obtain
         a Competing Transaction, or agree to or endorse any Competing
         Transaction, or authorize or knowingly permit any of the offic-
         ers, directors or employees of such party or any of its sub-
         sidiaries or any investment banker, financial advisor, attor-
         ney, accountant or other representative retained by such party
         or any of such party's subsidiaries to take any such action,
         and the Company shall notify Buyer orally (within one Business
         Day) and in writing (as promptly as practicable) of all of the
         relevant details relating to all inquiries and proposals which
         it or any of its Subsidiaries or any such officer, director,
         employee, investment banker, financial advisor, attorney, ac-
         countant or other representative may receive relating to any of
         such matters and if such inquiry or proposal is in writing, the
         Company shall deliver to Buyer a copy of such inquiry or pro-
         posal; provided, however, that nothing contained in this Sec-
         tion shall prohibit the Board of Directors of the Company from
         complying with Rule 14e-2 promulgated under the Exchange Act
         with regard to a tender or exchange offer or prohibit the Board
         from taking such other actions as may be required to comply
         with the fiduciary obligations of the Board of Directors of the
         Company, as determined in good faith by the Board of Directors
         of the Company based on the written advice of outside counsel.  

                   Section 5.7  Information and Access.  From the date
         hereof until the date on which the Remaining Equity Commitment
         shall be zero, (i) the Company and its Subsidiaries shall af-
         ford to Buyer and Buyer's accountants, counsel and other rep-
         resentatives full and reasonable access during normal business
         hours (and at such other times as the parties may mutually
         agree) to its properties, books, contracts, commitments,
         records and personnel and, during such period, shall furnish
         promptly to Buyer (1) a copy of each report, schedule and other
         document filed or received by it pursuant to the requirements 



                                       -52-
<PAGE>







         of the Securities Laws, and (2) all other information concern-
         ing their businesses, personnel and the Company Properties as
         Buyer may reasonably request, and (ii) without limiting the
         generality of the foregoing, Buyer shall have the right to con-
         duct or cause to be conducted an environmental, physical,
         structural, electrical, mechanical and other inspection and
         review of any Company Properties or request that the Company
         update, at Buyer's expense, any existing reports, reviews or
         inspections thereof, in which case the Company shall promptly
         so update its reports, reviews and inspections and cause them
         to be certified to Buyer by the firm or person who prepared
         such report or conducted such review or inspection.  Buyer and
         its accountants, counsel and other representatives shall, in
         the exercise of the rights described in this Section, not un-
         duly interfere with the operation of the businesses of the Com-
         pany or its Subsidiaries.  

                   Section 5.8  Notification of Certain Matters.  Each
         of Buyer and the Company shall use its good faith efforts to
         notify the other party in writing of its discovery of any mat-
         ter that would render any of such party's or the other party's
         representations and warranties contained herein untrue or in-
         correct in any material respect, but the failure of either par-
         ty to so notify the other party shall not be deemed a breach of
         this Agreement.

                   Section 5.9  Issuance Pursuant to Shelf Registration.
         The Company shall cause the Purchased Shares to be issued pur-
         suant to and registered under the Company's shelf registration
         statement which is in effect as of the date hereof (or another
         shelf registration statement in effect as of the date of the
         relevant Closing) and, in connection with each such issuance
         and registration, will prepare and cause to be filed a prospec-
         tus supplement to such shelf registration statement.


                                    ARTICLE 6

                           Certain Additional Covenants

                   Section 6.1  Resale.  Buyer acknowledges and agrees
         that even though the Company Common Stock that Buyer will ac-
         quire in any Stock Purchase will be, as of the relevant Closing
         thereof, registered under the Securities Act, it may, to the
         extent Buyer is an affiliate of the Company for purposes of the
         Securities Act, only be sold or otherwise disposed of in one or
         more transactions registered under the Securities Act and,
         where applicable, relevant state securities laws or as to which
         an exemption from the registration requirements of the Securi-
         ties Act and, where applicable, such state securities laws is 



                                       -53-
<PAGE>







         available, and Buyer agrees that the certificates representing
         such Common Stock may bear a legend as to its possible affili-
         ate status to that effect.

                   Section 6.2  Use of Funds.  The Company shall use the
         funds received from Stock Purchases for the repayment of debt
         of the Company and/or the acquisition or development of assets
         by the Company.

                   Section 6.3  REIT Status.  From and after the date
         hereof and so long as Buyer owns 10% or more of the outstanding
         Company Common Stock, the Company will elect to be taxed as a
         REIT in its federal income tax returns, will comply with all
         applicable laws, rules and regulations of the Code relating to
         a REIT, and will not take any action or fail to take any action
         which would reasonably be expected to, alone or in conjunction
         with any other factors, result in the loss of its status as a
         REIT for federal income tax purposes.

                   Section 6.4  Guarantee.  The Advancing Party hereby
         unconditionally and irrevocably guarantees and agrees to be
         responsible for the payment and performance of all of Buyer's
         obligations hereunder. 

                   Section 6.5  Property Management Activities and Reor-
         ganizational Matters.  (a)  The Company will cause at or prior
         to the Second Closing, (i) the transfer of employees as set
         forth in Schedule 6.5(a), and (ii) the restructuring and con-
         solidation of certain Subsidiaries, the terms and conditions of
         which are set forth in Schedule 6.5(a), and in form and sub-
         stance reasonably satisfactory to the Company and Buyer.  

                   (b)  The Company shall request all consents listed in
         Schedule 3.4(d)-B which are required in connection with the
         matters contemplated in this Section 6.5(b) within one Business
         Day after the date hereof, and shall use its best efforts to
         obtain such consents prior to the Initial Closing. 

                   (c)  The Company will use all reasonable efforts to
         phase out and terminate the administrative services arrangement
         described in Paragraph D of Schedule 3.9(f) within one year of
         the date hereof or as soon as possible thereafter, and, prior
         to such termination, will not expand or increase, or permit to
         be expanded or increased, the scope, type or quantity of ser-
         vices provided or the amount of office space leased pursuant
         thereto or otherwise with the parties thereto. 






                                       -54-
<PAGE>







                                    ARTICLE 7

                              Conditions to Closings

                   Section 7.1  Conditions of Purchase at Initial Clos-
         ing.  The obligation of Buyer to purchase and pay for the Pur-
         chased Shares at the Initial Closing is subject to satisfaction
         or waiver of each of the following conditions precedent:

                   (a)  Representations and Warranties; Covenants.  The
         representations and warranties of the Company contained herein
         shall have been true and correct in all respects on and as of
         the date hereof, and shall be true and correct in all respects
         on and as of the date of such Initial Closing, with the same
         effect as though such representations and warranties had been
         made on and as of the date of such Initial Closing (except for
         representations and warranties that speak as of a specific date
         or time other than the date of the Initial Closing (which need
         only be true and correct in all respects as of such date or
         time)), other than, in all such cases, such failures to be true
         and/or correct as would not in the aggregate reasonably be ex-
         pected to have a Material Adverse Effect; provided, however,
         that if any of the representations and warranties is already
         qualified in any respect by materiality or as to Material Ad-
         verse Effect for purposes of this Section 7.1(a) such materi-
         ality or Material Adverse Effect qualification will be in all
         respects ignored (but subject to the overall standard as to Ma-
         terial Adverse Effect set forth immediately prior to this pro-
         viso).  The covenants and agreements of the Company to be per-
         formed on or before the date of the Initial Closing in accor-
         dance with this Agreement shall have been duly performed in all
         respects, other than (except for the Company's obligation to
         deliver the relevant shares of Company Common Stock at the Ini-
         tial Closing, and for the covenants set forth in Sections
         5.1(e), 5.2 and 5.3, as to which the proviso set forth in this
         other-than clause shall not apply) for such failures to have
         been performed as would not in the aggregate reasonably be ex-
         pected to have a Material Adverse Effect (provided, however,
         that if any such covenant or agreement is already qualified in
         any respect by materiality or as to Material Adverse Effect for
         purposes of determining whether this condition has been satis-
         fied, such materiality or Material Adverse Effect qualification
         will be in all respects ignored and such covenant or agreement
         shall have been performed in all respects without regard to
         such qualification (but subject to the overall exception as to
         Material Adverse Effect set forth immediately prior to this
         proviso)).  The Company shall have delivered to Buyer at the
         Initial Closing a certificate of an appropriate officer in form
         and substance reasonably satisfactory to Buyer dated the date
         of the Initial Closing to such effect.





                                       -55-
<PAGE>







                   For purposes of the foregoing condition, any Breach-
         ing Matters waived by Buyer or cured by the Company in accor-
         dance with the provisions of Section 2.8(b) shall not be taken
         into account.

                   In making any determination as to Material Adverse
         Effect under this Section 7.1(a) or under Section 7.2(a) or
         7.3(a), the matters set forth in each such Section shall be
         aggregated and considered together. 

                   (b)  No Material Adverse Change.  Since March 31,
         1996 there shall not have been any change, circumstance or
         event which has had or would reasonably be expected to have a
         Material Adverse Effect. 

                   (c)  HSR Act.  Any waiting period applicable to the
         consummation of the transactions contemplated hereby under the
         HSR Act shall have expired or been terminated, and no action
         shall have been instituted by the United States Department of
         Justice or the United States Federal Trade Commission challeng-
         ing or seeking to enjoin the consummation of the transactions
         contemplated hereby, which action shall not have been withdrawn
         or terminated, or the Company and Buyer shall have mutually
         concluded that no filing under the HSR Act is required with
         respect to the transactions contemplated hereby.

                   (d)  Consents.  The Company shall have obtained the
         consents set forth in Schedule 3.4(d)-A.

                   (e)  Ownership Limit Waiver.  Buyer's ownership of up
         to the Initial Number of Shares plus the 119,000 shares of Com-
         pany Common Stock owned by Buyer or its Affiliates as of the
         date hereof shall have been irrevocably exempted from the own-
         ership limit provisions of Article 5 of the Company Charter and
         the Board of Directors of the Company shall have taken such
         other action provided for under Article 5 of the Company Char-
         ter as Buyer shall have requested to irrevocably waive the ap-
         plication of said Article 5 to Buyer's acquisition and holding
         of up to the Initial Number of Shares and to establish an "Own-
         ership Limit" as defined in said Article 5 in respect of Buyer
         which permits Buyer's ownership of the Initial Number of Shares
         plus the 119,000 shares of Company Common Stock owned by Buyer
         or its Affiliates as of the date hereof.  For purposes of this
         paragraph (e), references to Buyer, shall also be deemed to be
         references to any Person who would be an Investor within the
         meaning of the Stockholders Agreement. 

                   (f)  Related Tenant Limit Waiver.  The Board of Di-
         rectors of the Company shall have granted a waiver of the Re-
         lated Tenant Limit (as such term in defined in the Company 



                                       -56-
<PAGE>







         Charter) to Buyer (or other exemption with the same effect) in
         form and substance reasonably satisfactory to Buyer.  

                   Section 7.2  Conditions to Purchase at Subsequent
         Closings.  The obligations of Buyer to purchase and pay for the
         Purchased Shares at any Subsequent Closing are subject to sat-
         isfaction or waiver of each of the following conditions pre-
         cedent:

                   (a)  Representations and Warranties; Covenants.  The
         representations and warranties of the Company contained herein
         shall have been true and correct in all respects on and as of
         the date hereof, and shall be true and correct in all respects
         on and as of the date of the Subsequent Closing, with the same
         effect as though such representations and warranties had been
         made on and as of the date of the Subsequent Closing (except
         for representations and warranties that speak as of a specific
         date or time other than the date of the Subsequent Closing
         (which need only be true and correct in all respects as of such
         date or time)), other than, in all such cases, such failures to
         be true and/or correct as would not in the aggregate reasonably
         be expected to have a Material Adverse Effect; provided, how-
         ever, that if any of the representations and warranties is al-
         ready qualified in any respect by materiality or as to Material
         Adverse Effect for purposes of this Section 7.2(a) such materi-
         ality or Material Adverse Effect qualification will be in all
         respects ignored (but subject to the overall standard as to
         Material Adverse Effect set forth immediately prior to this
         proviso).  The covenants and agreements of the Company to be
         performed on or before the date of the Subsequent Closing in
         accordance with this Agreement shall have been duly performed
         in all respects, other than (except for the Company's obliga-
         tion to deliver the relevant shares of Company Common Stock at
         the Subsequent Closing, and, with respect to the Second Clos-
         ing, for the covenants set forth in Section 6.5(a), as to which
         the proviso set forth in this other-than clause shall not ap-
         ply) for such failures to have been performed as would not in
         the aggregate reasonably be expected to have a Material Adverse
         Effect (provided, however, that if any such covenant or agree-
         ment is already qualified in any respect by materiality or as
         to Material Adverse Effect for purposes of determining whether
         this condition has been satisfied, such materiality or Material
         Adverse Effect qualification will be in all respects ignored
         and such covenant or agreement shall have been performed in all
         respects without regard to such qualification (but subject to
         the overall exception as to Material Adverse Effect set forth
         immediately prior to this proviso)).  The Company shall have
         delivered to Buyer at the Subsequent Closing a certificate of 



                                       -57-
<PAGE>







         an appropriate officer in form and substance reasonably satis-
         factory to Buyer dated the date of the Subsequent Closing to
         such effect.

                   (b)  Shareholder Approval.  The issuance of Company
         Common Stock pursuant to this Agreement shall have been ap-
         proved by the requisite vote of the Company's shareholders.

                   (c)  Amended Company Charter; Modification of Owner-
         ship Limit.  With respect to the Second Closing, the amendment
         to the Company Charter in the form attached as Exhibit E (the
         "Amended Company Charter") shall have been approved by the req-
         uisite vote of holders of Company Common Stock, all as required
         by and in accordance with the Company Charter, and duly filed
         with the Secretary of State of Florida and shall be in full
         force and effect, and a resolution related to the Amended Com-
         pany Charter, which shall have been approved by Buyer, shall
         have been adopted by the Board of Directors of the Company.

                   (d)  Consents.  The Company shall have obtained the
         consents set forth in Schedule 3.4(d)-B with respect to the
         Second Closing and in Schedule 3.4(d)-C with respect to each
         other Subsequent Closing.

                   (e)  Certain Conditions Still True.  The conditions
         precedent set forth in Sections 7.1(b), (c), (d) and (f) shall
         continue to be satisfied or waived in all respects on and as of
         the date of the Subsequent Closing.

                   Section 7.3  Conditions of Purchase at All Closings.
         The obligations of Buyer to purchase and pay for the Purchased
         Shares at each Closing (including the Initial Closing and any
         Subsequent Closing, except where otherwise indicated) are sub-
         ject to satisfaction or waiver of each of the following condi-
         tions precedent:

                   (a)  Representations and Warranties; Covenants.  The
         representations and warranties of the Company contained in Sec-
         tions 3.1(a), 3.1(b), 3.1(c), 3.1(d), 3.2, the second and third
         sentences of 3.3(a), 3.4, 3.5, 3.8(b), 3.8(e), 3.18, 3.19, and
         3.20 shall have been true and correct in all respects on and as
         of the date hereof, and shall be true and correct in all re-
         spects on and as of the relevant Closing Date with the same ef-
         fect as though such representations and warranties had been
         made on and as of the Closing Date (except for representations
         and warranties that speak as of a specific date or time other
         than such Closing Date (which need only be true and correct in
         all respects as of such date or time)), other than, in all such
         cases, such failures to be true and/or correct as would not in
         the aggregate reasonably be expected to have a Material Adverse 



                                       -58-
<PAGE>







         Effect; provided, however, that if any of the representations
         and warranties is already qualified in any respect by materi-
         ality or as to Material Adverse Effect for purposes of this
         Section 7.3(a) such materiality or Material Adverse Effect
         qualification will be in all respects ignored (but subject to
         the overall standard as to Material Adverse Effect set forth
         immediately prior to this proviso).  The covenants and agree-
         ments of the Company to be performed on or before the relevant
         Closing Date in accordance with this Agreement shall have been
         duly performed in all respects, other than (except for the Com-
         pany's obligation to deliver the relevant shares of Company
         Common Stock at the relevant Closing, as to which the proviso
         set forth in this other-than clause shall not apply) for such
         failures to have been performed as would not in the aggregate
         reasonably be expected to have a Material Adverse Effect (pro-
         vided, however, that if any such covenant or agreement is al-
         ready qualified in any respect by materiality or as to Material
         Adverse Effect for purposes of determining whether this condi-
         tion has been satisfied, such materiality or Material Adverse
         Effect or qualification will be in all respects ignored and
         such covenant or agreement shall have been performed in all re-
         spects without regard to such qualification (but subject to the
         overall exception as to Material Adverse Effect set forth im-
         mediately prior to this proviso)).  As to each Closing other
         than the Initial Closing, no condition to the obligations of
         Buyer to purchase and pay for the Purchased Shares at the Ini-
         tial Closing, and that was not duly waived by Buyer, shall have
         failed to be satisfied as of the Initial Closing.  The Company
         shall have delivered to Buyer at the relevant Closing a cer-
         tificate of an appropriate officer in form and substance rea-
         sonably satisfactory to Buyer dated the relevant Closing Date
         to such effect.

                   For purposes of the foregoing condition, any Breach-
         ing Matters waived in accordance with the provisions of Section
         2.8(b) shall not be taken into account.

                   (b)  No Injunction.  There shall not be in effect any
         order, decree or injunction of a court or agency of competent
         jurisdiction which enjoins or prohibits consummation of the
         transactions contemplated hereby and there shall be no pending
         Actions which would reasonably be expected to have a material
         adverse effect on the ability of the Company to consummate the
         transactions contemplated hereby or to issue the Purchased
         Shares.

                   (c)  Proceedings.  All corporate and other proceed-
         ings to be taken by the Company in connection with the trans-
         actions contemplated hereby and all documents incident thereto
         shall be reasonably satisfactory in form and substance to Buyer 



                                       -59-
<PAGE>







         and Buyer shall have received all such counterpart originals or
         certified or other copies of such documents as they may reason-
         ably request.

                   (d)  REIT Status.  The Company shall have elected to
         be taxed as a REIT in its most recent federal income tax re-
         turn, and shall be in compliance with all applicable laws,
         rules and regulations, including the Code, necessary to permit
         it to be taxed as a REIT.  The Company shall not have taken any
         action or have failed to take any action which would reasonably
         be expected to, alone or in conjunction with any other factors,
         result in the loss of its status as a REIT for federal income
         tax purposes.

                   (e)  Opinion of Counsel.  Buyer shall have received
         an opinion from Foley & Lardner in form and substance reason-
         ably satisfactory to Buyer.

                   (f)  Domestically-Controlled REIT.  The Company is,
         and after giving effect to the relevant Closing will be, a
         "domestically-controlled" REIT within the meaning of Code Sec-
         tion 897(h)(4)(B).

                   Section 7.4  Conditions of Sale.  The obligation of
         the Company to issue and sell any Purchased Shares at any Clos-
         ing (including the Initial Closing and each Subsequent Closing,
         except where otherwise indicated below) is subject to satisfac-
         tion or waiver of each of the following conditions precedent:

                   (a)  Representations and Warranties; Covenants.  The
         representations and warranties of Buyer and the Advancing Party
         contained herein shall have been true and correct in all re-
         spects on and as of the date hereof, and shall be true and cor-
         rect in all respects on and as of the relevant Closing Date
         with the same effect as though such representations and warran-
         ties had been made on and as of the relevant Closing Date (ex-
         cept for representations and warranties that speak as of a spe-
         cific date or time other than such Closing Date (which need
         only be true and correct in all respects as of such date or
         time)), other than, in all such cases, such failures to be true
         and/or correct as would not in the aggregate reasonably be ex-
         pected to have a Material Adverse Effect on the Company or
         Buyer's ability to consummate the transactions contemplated
         hereby; provided, however, that if any of the representations
         and warranties is already qualified in any respect by materi-
         ality or as to Material Adverse Effect for purposes of this
         Section 7.4(a) such materiality or Material Adverse Effect
         qualification will be in all respects ignored (but subject to
         the overall standard as to Material Adverse Effect set forth 



                                       -60-
<PAGE>







         immediately prior to this proviso).  The covenants and agree-
         ments of Buyer to be performed on or before the relevant Clos-
         ing Date in accordance with this Agreement shall have been duly
         performed in all respects, other than (except for Buyer's obli-
         gation to pay the relevant Purchase Price at the relevant Clos-
         ing, and, as to the Initial Closing, except for Buyer's cov-
         enants set forth in Sections 5.2 and 5.3, as to which the pro-
         viso set forth in this other-than clause shall not apply) for
         such failures to have been performed as would not in the ag-
         gregate reasonably be expected to have a Material Adverse Ef-
         fect on the Company or Buyer's ability to consummate the trans-
         actions contemplated hereby (provided, however, that if any
         such covenant or agreement is already qualified in any respect
         by materiality or as to Material Adverse Effect for purposes of
         determining whether this condition has been satisfied, such
         materiality or Material Adverse Effect qualification will be in
         all respects ignored and such covenant or agreement shall have
         been performed in all respects without regard to such qualifi-
         cation (but subject to the overall exception as to Material
         Adverse Effect set forth immediately prior to this proviso)).
         Buyer shall have delivered to the Company at the relevant Clos-
         ing a certificate of an appropriate officer in form and sub-
         stance reasonably satisfactory to the Company dated the rel-
         evant Closing Date to such effect.

                   (b)  HSR Act.  Any waiting period applicable to the
         consummation of the transactions contemplated hereby under the
         HSR Act shall have expired or been terminated, and no action
         shall have been instituted by the United States Department of
         Justice or the United States Federal Trade Commission challeng-
         ing or seeking to enjoin the consummation of the transactions
         contemplated hereby, which action shall not have been withdrawn
         or terminated, or the Company and Buyer shall have mutually
         concluded that no filing under the HSR Act is required with
         respect to the transactions contemplated hereby.

                   (c)  Shareholder Approval.  Except in the case of the
         Initial Closing, the issuance of the Company Common Stock pur-
         suant to this Agreement shall have been approved by the requi-
         site vote of the Company's shareholders.

                   (d)  No Injunction.  There shall not be in effect any
         order, decree or injunction of a court or agency of competent
         jurisdiction which enjoins or prohibits consummation of the
         transactions contemplated hereby and there shall be no pending
         Actions which would reasonably be expected to have a material
         adverse effect on the ability of Buyer to consummate the trans-
         actions contemplated hereby or to acquire the Purchased Shares.





                                       -61-
<PAGE>







                   (e)  Consents.  The Company shall have obtained the
         consents set forth in Schedule 3.4(d)-A in the case of the Ini-
         tial Closing, in Schedule 3.4(d)-B in the case of the Second
         Closing, and in Schedule 3.4(d)-C in the case of each other
         Subsequent Closing.

                   (f)  Proceedings.  All corporate and other proceed-
         ings to be taken by Buyer in connection with the transactions
         contemplated hereby and all documents incident thereto shall be
         reasonably satisfactory in form and substance to the Company
         and the Company shall have received all such counterpart origi-
         nals or certified or other copies of such documents as it may
         reasonably request.

                   (g)  Opinion of Counsel.  The Company shall have re-
         ceived an opinion from counsel to Buyer reasonably acceptable
         to the Company in form and substance reasonably satisfactory to
         the Company.


                                    ARTICLE 8

                            Survival; Indemnification

                   Section 8.1  Survival.  All representations, warran-
         ties and (except as provided by the last sentence of this Sec-
         tion 8.1) covenants and agreements of the parties contained
         herein, including indemnity or indemnification agreements con-
         tained herein, or in any Schedule or Exhibit hereto, or any
         certificate, document or other instrument delivered in connec-
         tion herewith shall survive the Initial Closing and any Subse-
         quent Closing until the first anniversary of the latest of the
         Initial Closing and any Subsequent Closing.  No Action or pro-
         ceeding may be brought with respect to any of the representa-
         tions and warranties, or any of the covenants or agreements
         which survive until such first anniversary, unless written no-
         tice thereof, setting forth in reasonable detail the claimed
         misrepresentation or breach of warranty or breach of covenant
         or agreement, shall have been delivered to the party alleged to
         have breached such representation or warranty or such covenant
         or agreement prior to such first anniversary; provided, how-
         ever, that, if Buyer shall have complied with this Section 8.1,
         the damages for breach by the Company of any of the representa-
         tions and warranties, or any of the covenants or agreements
         which survive until such first anniversary, shall be measured
         with respect to all of Buyer's purchases of Company Common
         Stock hereunder and not with respect only to Buyer's purchases
         hereunder made prior to such first anniversary, but such mea-
         surement shall not in any event include any shares of Company 



                                       -62-
<PAGE>







         Stock that Buyer may have purchased other than from the Com-
         pany.  Those covenants or agreements that contemplate or may
         involve actions to be taken or obligations in effect after the
         Initial Closing shall survive in accordance with their terms.

                   Section 8.2  Indemnification by Buyer or the Company.
         (a)  Subject to Section 8.1, from and after any Closing Date,
         Buyer shall indemnify and hold harmless the Company, its suc-
         cessors and assigns, from and against any and all damages,
         claims, losses, expenses, costs, obligations, and liabilities,
         including liabilities for all reasonable attorneys' fees and
         expenses (including attorney and expert fees and expenses in-
         curred to enforce the terms of this Agreement) (collectively,
         "Loss and Expenses") suffered, directly or indirectly, by the
         Company by reason of, or arising out of, (i) any breach as of
         the date made or deemed made or required to be true of any rep-
         resentation or warranty made by Buyer in or pursuant to this
         Agreement, or (ii) any failure by Buyer or the Advancing Party
         to perform or fulfill any of its covenants or agreements set
         forth herein.  Notwithstanding any other provision of this
         Agreement to the contrary, in no event shall Loss and Expenses
         include a party's incidental or consequential damages.

                   (b)  Subject to Section 8.1, from and after any Clos-
         ing Date, the Company shall indemnify and hold harmless Buyer,
         its successors and assigns, from and against any and all Loss
         and Expenses, suffered, directly or indirectly, by Buyer by
         reason of, or arising out of, (i) any breach as of the date
         made or deemed made or required to be true of any represen-
         tation or warranty made by the Company in or pursuant to this
         Agreement and any statements made in any certificate delivered
         pursuant to this Agreement, or (ii) any failure by the Company
         to perform or fulfill any of its covenants or agreements set
         forth herein.  Notwithstanding any other provision of this
         Agreement to the contrary, in no event shall Loss and Expenses
         include a party's incidental or consequential damages.

                   (c)  Notwithstanding the foregoing, (i) neither Buyer
         nor the Company shall be responsible for any Loss and Expenses
         as provided by paragraphs (a) and (b), respectively, of this
         Section 8.2, until the cumulative aggregate amount of such Loss
         and Expenses suffered by Buyer or the Company, as the case may
         be, exceeds $250,000, in which case Buyer or the Company, as
         the case may be, shall then be liable for all such Loss and Ex-
         penses, and (ii) the cumulative aggregate indemnity obligation
         of each of Buyer and the Company under this Section 8.2 shall
         in no event exceed the actual aggregate amount paid by Buyer
         for the shares of Company Common Stock purchased by it from the
         Company pursuant to this Agreement.  Except with respect to
         third-party claims being defended in good faith or claims for 



                                       -63-
<PAGE>







         indemnification with respect to which there exists a good faith
         dispute, the indemnifying party shall satisfy its obligations
         hereunder within 30 days of receipt of a notice of claim under
         this Article 8.

                   Section 8.3  Third-Party Claims.  If a claim by a
         third party is made against an Indemnified Party and if such
         Indemnified Party intends to seek indemnity with respect there-
         to under this Article, such Indemnified Party shall promptly
         notify the indemnifying party in writing of such claims setting
         forth such claims in reasonable detail; provided, however, the
         foregoing notwithstanding, the failure of any Indemnified Party
         to give any notice required to be given hereunder shall not
         affect such Indemnified Party's right to indemnification here-
         under except to the extent the indemnifying party from whom
         such indemnity is sought shall have been prejudiced in its
         ability to defend the claim or action for which such indemni-
         fication is sought by reason of such failure.  The indemnifying
         party shall have 20 days after receipt of such notice to under-
         take, through counsel of its own choosing and at its own ex-
         pense, the settlement or defense thereof, and the Indemnified
         Party shall cooperate with it in connection therewith; pro-
         vided, however, that the Indemnified Party may participate in
         such settlement or defense through counsel chosen by such In-
         demnified Party, provided that the fees and expenses of such
         counsel shall be borne by such Indemnified Party.  The Indemni-
         fied Party shall not pay or settle any claim which the indemni-
         fying party is contesting.  Notwithstanding the foregoing, the
         Indemnified Party shall have the right to pay or settle any
         such claim, provided that in such event it shall waive any
         right to indemnity therefor by the indemnifying party.  If the
         indemnifying party does not notify the Indemnified Party within
         20 days after the receipt of the Indemnified Party's notice of
         a claim of indemnity hereunder that it elects to undertake the
         defense thereof, the Indemnified Party shall have the right to
         contest, settle or compromise the claim but shall not thereby
         waive any right to indemnity therefor pursuant to this Agree-
         ment. 


                                    ARTICLE 9

                                   Termination

                   Section 9.1  Termination.   This Agreement may be
         terminated at any time prior to the Initial Closing by:

                   (i)  the mutual consent of the Company and Buyer;





                                       -64-
<PAGE>







                   (ii)  Buyer (if it is not in breach of any of its ma-
         terial obligations hereunder) in the event of a breach or fail-
         ure by the Company that is material in the context of the
         transactions contemplated hereby of any representation, war-
         ranty, covenant or agreement by the Company contained herein
         which has not been, or cannot be, cured within 30 Business Days
         after written notice of such breach is given to the Company;

                   (iii)  the Company (if it is not in breach of any of
         its material obligations hereunder) in the event of a breach or
         failure by Buyer that is material in the context of the trans-
         actions contemplated hereby of any representation, warranty,
         covenant or agreement by Buyer contained herein which has not
         been, or cannot be, cured within 30 Business Days after written
         notice of such breach is given to Buyer; or

                   (iv)  either the Company or Buyer, if the Initial
         Closing shall not have occurred on or prior to October 31,
         1996, unless the failure of such occurrence shall be due to the
         failure of the party seeking to terminate this Agreement to
         perform or observe any material covenant or agreement set forth
         herein required to be performed or observed by such party on or
         before the date of the Initial Closing.

                   (b)  This Agreement may be terminated at any time by:

                   (i)  Buyer, in the event that the shareholders of the
         Company vote upon and fail to approve either (1) the issuance
         of Company Common Stock contemplated hereby, or (2) the Amended
         Company Charter (it being understood that the Initial Closing
         shall have occurred prior to the date of the meeting of holders
         of shares of Company Stock to so approve); or

                   (ii)  Buyer, (1) if the Board of Directors of the
         Company shall have withdrawn, modified or failed to make or re-
         frained from making its recommendation that the shareholders of
         the Company approve the issuance of Company Common Stock pursu-
         ant to this Agreement as provided for in Section 3.2(b) and
         Section 5.1(b), or (2) if the Board of Directors of the Company
         at any time refuses to reaffirm, at Buyer's request, such rec-
         ommendation and its determination to make such recommendation
         to the shareholders of the Company, except, in each case, as
         permitted by Section 5.6, or (3) if no meeting at which the
         shareholders of the Company are asked to vote upon the transac-
         tions contemplated by this Agreement shall have duly occurred
         on or prior to the six-month anniversary of the date of the
         Stockholders Agreement.

                   Section 9.2  Procedure and Effect of Termination.  In
         the event of termination of this Agreement by either or both of 



                                       -65-
<PAGE>







         the Company and Buyer pursuant to Section 9.1, written notice
         thereof shall forthwith be given by the terminating party to
         the other party hereto, and this Agreement shall thereupon ter-
         minate and become void and have no effect, and the transactions
         contemplated hereby shall be abandoned without further action
         by the parties hereto, except that the provisions of Sections
         5.4 (Public Announcements; Confidentiality), 9.3 (Expenses),
         10.2 (Governing Law), and 10.4 (Notices), and, in the event of
         any termination following any Closing hereunder, the provisions
         of Article 8 (Survival; Indemnification), and any related defi-
         nitional, interpretive or other provisions necessary for the
         logical interpretation of such provisions, shall survive the
         termination of this Agreement; provided, however, that such
         termination shall not relieve any party hereto of any liability
         for any breach of this Agreement.

                   Section 9.3  Expenses.  (a)  Except as set forth in
         this Agreement, whether or not any Stock Purchase is consum-
         mated, all legal and other costs and expenses incurred in con-
         nection with this Agreement and the transactions contemplated
         hereby shall be paid by the party incurring such costs and ex-
         penses (which in the case of the Company, shall include share-
         holder solicitation costs), except that Buyer and the Company
         shall share equally the filing fees for the filing under the
         HSR Act which is to be made in connection with the transactions
         contemplated hereby.

                   (b)  In the event that the Company's shareholders
         shall have failed for any reason (other than as a result of
         Buyer's breach of any of its material obligations hereunder) to
         approve this Agreement and the transactions contemplated hereby
         by the requisite vote at the Company's shareholders' meeting
         held in accordance with the terms hereof, or the Company shall
         have failed to duly convene such shareholders' meeting on or
         prior to October 31, 1996 provided that Buyer is not in mate-
         rial default under this Agreement, that Buyer has not breached
         any of its representations and warranties in any material re-
         spect, and that Buyer has satisfied in all material respects
         its covenants relating to the Second Closing and contemplated
         by the terms hereof to be performed at or prior to the time of
         the Company's shareholders' meeting, the Company shall im-
         mediately make payment to Buyer (by wire transfer) of the
         amount of $1.0 million, as reimbursement and compensation for
         Buyer's costs and expenses (including opportunity costs) in-
         curred in connection with this Agreement and the transactions
         contemplated hereby.

                   (c)  In the event that (i) this Agreement and the
         transactions contemplated hereby shall have been submitted to a
         vote of the Company's shareholders (or in the event the Company 



                                       -66-
<PAGE>







         shall fail to submit such matters to a vote of its shareholders
         in violation of its obligations hereunder), (ii) a Competing
         Transaction shall have been proposed prior to such submission
         to a vote of the Company's shareholders (or such time as such
         submission would have occurred had the Company not so failed to
         so submit such matters), and (iii) the shareholders shall not,
         for any reason (other than as a result of Buyer's breach of any
         of its material obligations hereunder), have approved this
         Agreement and the transactions contemplated hereby by the req-
         uisite vote, then, provided that Buyer is not in material de-
         fault under this Agreement, that Buyer has not breached any of
         its representations and warranties in any material respect, and
         that Buyer has satisfied in all material respects its covenants
         relating to the Initial Closing and contemplated by the terms
         hereof to be performed at or prior to the time of the Company's
         shareholders' meeting, the Company shall immediately make pay-
         ment to Buyer (by wire transfer) of a fee in the amount of $5.0
         million (the "Breakup Fee"); provided, however, that if the
         Competing Transaction was not solicited, initiated or encour-
         aged directly or indirectly by the Company or any of its Sub-
         sidiaries through any officer, director, agent or otherwise,
         the Company shall not be required to pay the Breakup Fee unless
         a Competing Transaction has been consummated or agreed to
         within six months after the occurrence of the events described
         in clauses (i), (ii) and (iii) above.  Upon payment to the
         Buyer of the Breakup Fee, the Company shall have no further
         liability to Buyer arising out of any Competing Transaction.


                                    ARTICLE 10

                                  Miscellaneous

                   Section 10.1  Counterparts.  This Agreement may be
         executed in one or more counterparts, all of which shall be
         considered one and the same agreement, and shall become effec-
         tive when one or more counterparts have been signed by each
         party hereto and delivered to the other party.  Copies of exe-
         cuted counterparts transmitted by telecopy, telefax or other
         electronic transmission service shall be considered original
         executed counterparts for purposes of this Section, provided
         receipt of copies of such counterparts is confirmed.

                   Section 10.2  Governing Law.  THIS AGREEMENT SHALL BE
         GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF FLORIDA WITHOUT REFERENCE TO THE CHOICE OF LAW PRIN-
         CIPLES THEREOF.

                   Section 10.3  Entire Agreement.  This Agreement (in-
         cluding agreements incorporated herein) and the Schedules and 



                                       -67-
<PAGE>







         Exhibits hereto contain the entire agreement between the par-
         ties with respect to the subject matter hereof and there are no
         agreements, understandings, representations or warranties be-
         tween the parties other than those set forth or referred to
         herein.  This Agreement is not intended to confer upon any per-
         son not a party hereto (and their successors and assigns) any
         rights or remedies hereunder.

                   Section 10.4  Notices.  All notices and other com-
         munications hereunder shall be sufficiently given for all pur-
         poses hereunder if in writing and delivered personally, sent by
         documented overnight delivery service or, to the extent receipt
         is confirmed, telecopy, telefax or other electronic transmis-
         sion service to the appropriate address or number as set forth
         below.  Notices to the Company shall be addressed to:

                   Regency Realty Corporation
                   121 W. Forsyth Street, Suite 200
                   Jacksonville, Florida  32202
                   Attention:  Martin E. Stein, Jr. 
                   Telecopy Number:  (904) 634-3428 

                   with a copy to:

                   Foley & Lardner
                   Greenleaf Building
                   200 Laura Street
                   Jacksonville, Florida  32202
                   Attention:  Charles E. Commander III, Esq.
                   Telecopy Number:  (904) 359-8700

         or at such other address and to the attention of such other
         person as the Company may designate by written notice to Buyer.
         Notices to Buyer shall be addressed to:

                   Security Capital Holdings S.A.
                   69, route d'Esch
                   L-2953 Luxembourg
                   Attention:  Paul E. Szurek
                   Telecopy Number:  (352) 4590-3331

                   with a copy to:

                   Wachtell, Lipton, Rosen & Katz
                   51 West 52nd Street
                   New York, New York  10019
                   Attention:  Adam O. Emmerich, Esq.
                   Telecopy Number:  (212) 403-2000





                                       -68-
<PAGE>







                   Section 10.5  Successors and Assigns.  This Agreement
         shall be binding upon and inure to the benefit of the parties
         hereto and their respective successors.  Except as specifically
         provided hereby, Buyer shall not be permitted to assign any of
         its rights hereunder to any third party, other than to one or
         more Affiliates of Buyer or the Advancing Party of which Buyer
         and the Advancing Party collectively, directly or indirectly,
         Beneficially Own (as that term is defined in the Stockholders
         Agreement) 98% or more of the voting power and the economic
         interests, provided that such Affiliates agree to be bound
         hereby and by the Stockholders Agreement, and provided that
         Buyer and the Advancing Party shall remain liable hereunder,
         and provided that any bona fide financial institution to which
         any Buyer, the Advancing Party or any permitted transferee has
         Transferred (as that term is used in the Stockholders Agree-
         ment) (including upon foreclosure of a pledge) shares of Com-
         pany Stock for the purpose of securing bona fide indebtedness
         of any Buyer and which has agreed to be bound by this Agreement
         and the Stockholders Agreement shall also be entitled to en-
         force the rights of Buyer and the Advancing Party hereunder.

                   Section 10.6  Headings.  The Section, Article and
         other headings contained in this Agreement are inserted for
         convenience of reference only and will not affect the meaning
         or interpretation of this Agreement.  All references to Sec-
         tions or Articles contained herein mean Sections or Articles of
         this Agreement unless otherwise stated.

                   Section 10.7  Amendments and Waivers.  This Agreement
         may not be modified or amended except by an instrument or in-
         struments in writing signed by the party against whom enforce-
         ment of any such modification or amendment is sought.  Either
         party hereto may, only by an instrument in writing, waive com-
         pliance by the other party hereto with any term or provision
         hereof on the part of such other party hereto to be performed
         or complied with.  The waiver by any party hereto of a breach
         of any term or provision hereof shall not be construed as a
         waiver of any subsequent breach.

                   Section 10.8  Interpretation; Absence of Presumption.
         (a)  For the purposes hereof, (i) words in the singular shall
         be held to include the plural and vice versa and words of one
         gender shall be held to include the other gender as the context
         requires, (ii) the terms "hereof", "herein", and "herewith" and
         words of similar import shall, unless otherwise stated, be con-
         strued to refer to this Agreement as a whole (including all of
         the Schedules and Exhibits hereto) and not to any particular
         provision of this Agreement, and Article, Section, paragraph,
         Exhibit and Schedule references are to the Articles, Sections,
         paragraphs, Exhibits and Schedules to this Agreement unless 



                                       -69-
<PAGE>







         otherwise specified, (iii) the word "including" and words of
         similar import when used in this Agreement shall mean "includ-
         ing, without limitation," unless the context otherwise requires
         or unless otherwise specified, (iv) the word "or" shall not be
         exclusive, and (v) provisions shall apply, when appropriate, to
         successive events and transactions.

                   (b)  This Agreement shall be construed without regard
         to any presumption or rule requiring construction or interpre-
         tation against the party drafting or causing any instrument to
         be drafted.

                   Section 10.9  Severability.  Any provision hereof
         which is invalid or unenforceable shall be ineffective to the
         extent of such invalidity or unenforceability, without affect-
         ing in any way the remaining provisions hereof.

                   Section 10.10  Further Assurances.  The Company and
         Buyer agree that, from time to time, whether before, at or af-
         ter any Closing Date, each of them will execute and deliver
         such further instruments of conveyance and transfer and take
         such other action as may be necessary to carry out the purposes
         and intents hereof.

                   Section 10.11  Specific Performance.  Buyer and the
         Company each acknowledge that, in view of the uniqueness of the
         parties hereto, the parties hereto would not have an adequate
         remedy at law for money damages in the event that this Agree-
         ment were not performed in accordance with its terms, and
         therefore agree that the parties hereto shall be entitled to
         specific enforcement of the terms hereof in addition to any
         other remedy to which the parties hereto may be entitled at law
         or in equity.

                   Section 10.12  Joint and Several Liability.  The ob-
         ligations and liabilities of Buyer and the Advancing Party un-
         der or in connection with this Agreement are joint and several.

                   Section 10.13  Interpretation of Schedules.  Any mat-
         ter set forth on any Schedule shall be deemed to be referred to
         on all other Schedules to which such matter logically relates
         and where such reference would be appropriate and can reason-
         ably be inferred from the matters disclosed on the first Sched-
         ule as if set forth on such other Schedules.






                                       -70-
<PAGE>







                   IN WITNESS WHEREOF, this Agreement has been signed by
         or on behalf of each of the parties hereto as of the day first
         above written.

                                       REGENCY REALTY CORPORATION



                                       By: /s/ Martin E. Stein, Jr.     
                                          Name:  Martin E. Stein, Jr.
                                          Title:   President



                                       SECURITY CAPITAL HOLDINGS S.A.



                                       By: /s/ Paul E. Szurek           
                                          Name:  Paul E. Szurek
                                          Title:   Managing Director



                                       SECURITY CAPITAL U.S. REALTY



                                       By: /s/ Paul E. Szuek            
                                          Name:  Paul E. Szurek
                                          Title:   Managing Director






















                                       -71-
<PAGE>







                                                          EXHIBIT B






             _______________________________________________________







                          REGISTRATION RIGHTS AGREEMENT

                                   by and among

                            REGENCY REALTY CORPORATION

                          SECURITY CAPITAL HOLDINGS S.A.

                                       and

                           SECURITY CAPITAL U.S. REALTY

                                   dated as of

                                 _______ __, 1996







             _______________________________________________________
<PAGE>








                                TABLE OF CONTENTS


                                                                   Page


         Section 1.    Definitions...............................     1

                       (a)  "Agreement"..........................     1
                       (b)  "Buyer"..............................     1
                       (c)  "Commencement Date"..................     1
                       (d)  "Company"............................     1
                       (e)  "Company Registration Expenses"......     1
                       (f)  "Commission".........................     2
                       (g)  "Exchange Act".......................     2
                       (h)  "Exercise Notice"....................     2
                       (i)  "Extraordinary Transaction"..........     2
                       (j)  "Extraordinary Transaction Shares"...     2
                       (k)  "Holdings"...........................     2
                       (l)  "NASD"...............................     2
                       (m)  "Registrable Securities".............     2
                       (n)  "Registration Expenses"..............     2
                       (o)  "Registration Suspension Period".....     3
                       (p)  "Securities Act".....................     3
                       (q)  "Shelf Registration".................     3
                       (r)  "Stockholders Agreement".............     3
                       (s)  "Stock Purchase Agreement"...........     3
                       (t)  "Suspension Notice"..................     3
                       (u)  "Tag-Along Notice"...................     3
                       (v)  "Tag-Along Shares"...................     3
                       (w)  "Third Party"........................     3
                       (x)  "Underwritten/Placed Offering".......     3
                       (y)  "USREALTY"...........................     3

         Section 2.    Shelf Registration........................     3

                       (a)  Obligation to File and Maintain......     3
                       (b)  Black-Out Periods of Buyer...........     4
                       (c)  Black-Out Periods of the Company.....     4
                       (d)  Number of Shelf Registrations........     5
                       (e)  Size of Shelf Registration...........     6
                       (f)  Notice...............................     6
                       (g)  Expenses.............................     6
                       (h)  Selection of Underwriters............     6

         Section 3.    Incidental Registrations..................     6

                       (a)  Notification and Inclusion...........     6



                                       -i-
<PAGE>







                       (b)  Cut-back Provisions..................     7
                       (c)  Expenses.............................     7
                       (d)  Duration of Effectiveness............     7

         Section 4.    Registration Procedures...................     7

         Section 5.    Requested Underwritten Offerings..........    10

         Section 6.    Preparation; Reasonable Investigation.....    10

         Section 7.    Tag-Along Rights..........................    11

                       (a)  Rights and Notice....................    11
                       (b)  Number of Shares to be Included......    11
                       (c)  Abandonment of Sale..................    11
                       (d)  Terms of Sale........................    12
                       (e)  Timing of Sale.......................    12

         Section 8.    Indemnification...........................    12

                       (a)  Indemnification by the Company.......    12
                       (b)  Indemnification by Buyer.............    13
                       (c)  Notices of Claims, etc...............    13
                       (d)  Other Indemnification................    14
                       (e)  Indemnification Payments.............    14
                       (f)  Contribution.........................    14

         Section 9.    Covenants Relating to Rule 144............    14

         Section 10.   Miscellaneous.............................    15

                       (a)  Counterparts.........................    15
                       (b)  Governing Law........................    15
                       (c)  Entire Agreement.....................    15
                       (d)  Notices..............................    15
                       (e)  Successors and Assigns...............    16
                       (f)  Headings.............................    16
                       (g)  Amendments and Waivers...............    16
                       (h)  Interpretation; Absence of
                               Presumption.......................    16
                       (i)  Severability.........................    17











                                       -ii-
<PAGE>







                   REGISTRATION RIGHTS AGREEMENT (the "Agreement"),
         dated as of ________ __, 1996, by and among Regency Realty
         Corporation, a Florida corporation (the "Company"), Security
         Capital U.S. Realty, a Luxembourg corporation ("USREALTY"),
         and Security Capital Holdings S.A., a Luxembourg corporation
         ("Holdings") and a wholly owned subsidiary of USREALTY.  Cap-
         italized terms not otherwise defined herein have the meaning
         ascribed to them in the Stock Purchase Agreement (as herein-
         after defined).

                   WHEREAS, the Company, Holdings and USREALTY have
         entered into a Stock Purchase Agreement, dated as of June 11,
         1996 (the "Stock Purchase Agreement"), that provides for the
         purchase by Holdings and sale by the Company to Holdings of
         shares of Company Common Stock; and

                   WHEREAS, in order to induce Buyer to enter into the
         Stock Purchase Agreement, the Company has agreed to provide
         the registration rights set forth herein;

                   NOW, THEREFORE, in consideration of the premises
         and the covenants and agreements contained herein, and for
         other good and valuable consideration, the receipt and suf-
         ficiency of which are hereby acknowledged, and intending to
         be legally bound hereby, the parties hereto hereby agree as
         follows:

                   Section 1.  Definitions.  As used herein, the fol-
         lowing terms shall have the following meanings:

                   (a)  "Agreement" shall have the meaning set forth
         in the first paragraph hereof.

                   (b)  "Buyer" shall mean, collectively, as the con-
         text may require, USREALTY and Holdings, and shall also in-
         clude any Affiliate of USREALTY or Holdings of which USREALTY
         and/or Holdings collectively, directly or indirectly, Benefi-
         cially Own 98% or more of the voting power and of the eco-
         nomic interests, or any bona fide financial institution to
         which any Buyer has Transferred (including upon foreclosure
         of a pledge) shares of Company Stock for the purpose of se-
         curing bona fide indebtedness of any Buyer.  (Capitalized
         terms used in this definition and not defined herein shall
         have the meanings ascribed to them in the Stockholders Agree-
         ment.) 

                   (c)  "Commencement Date" shall mean the first an-
         niversary of the date of this Agreement, except that, in the
         case of any Buyer which is a bona fide financial institution
<PAGE>







         to which any other Buyer has Transferred (including upon
         foreclosure of a pledge) shares of Company Stock for the pur-
         pose of securing bona fide indebtedness, the Commencement
         Date shall be the date of this Agreement. 

                   (d)  "Company" shall have the meaning set forth in
         the first paragraph hereof.

                   (e)  "Company Registration Expenses" shall mean the
         fees and disbursements of counsel and independent public ac-
         countants for the Company incurred in connection with the
         Company's performance of or compliance with this Agreement,
         including the expenses of any special audits or "cold com-
         fort" letters required by or incident to such performance and
         compliance, and any premiums and other costs of policies of
         insurance obtained by the Company against liabilities arising
         out of the sale of any securities.

                   (f)  "Commission" shall mean the Securities and Ex-
         change Commission, and any successor thereto.

                   (g)  "Exchange Act" shall mean the Securities Ex-
         change Act of 1934, as amended, and any successor thereto,
         and the rules and regulations thereunder.

                   (h)  "Exercise Notice" shall have the meaning set
         forth in Section 7(a).

                   (i)  "Extraordinary Transaction" shall mean (i) any
         merger, consolidation, sale or acquisition of assets, recapi-
         talization, other business combination, liquidation, or other
         action out of the ordinary course of business of the Company,
         or (ii) any sale, issuance or other disposition of capital
         stock of the Company representing, in the aggregate, at least
         30% of the then outstanding capital stock of the Company.

                   (j)  "Extraordinary Transaction Shares" shall have
         the meaning set forth in Section 7(a).

                   (k)  "Holdings" shall have the meaning set forth in
         the first paragraph hereof.

                   (l)  "NASD" shall mean the National Association of
         Securities Dealers, Inc.

                   (m)  "Registrable Securities" shall mean (i) any
         and all shares of Company Stock acquired by Buyer pursuant to
         the Stock Purchase Agreement, (ii) any and all securities ac-
         quired by Buyer pursuant to Section 4.2 of the Stockholders
         Agreement, and (iii) any securities issued or issuable with 



                                      -2-
<PAGE>







         respect to any Company Stock or other securities referred to
         in clause (i) or (ii) by way of conversion, exchange, stock
         dividend or stock split or in connection with a combination
         of shares, recapitalization, merger, consolidation or other
         reorganization or otherwise.  As to any particular Registra-
         ble Securities, once issued such securities shall cease to be
         Registrable Securities when (A) a registration statement with
         respect to the sale of such securities shall have become ef-
         fective under the Securities Act and such securities shall
         have been disposed of in accordance with such registration
         statement, or (B) such securities shall have been sold in ac-
         cordance with Rule 144 (or any successor provision) under the
         Securities Act.

                   (n)  "Registration Expenses" shall mean all regis-
         tration, filing and stock exchange or NASD fees, all fees and
         expenses of complying with securities or blue sky laws, all
         printing expenses, messenger and delivery expenses, any fees
         and disbursements of any separate counsel retained by Buyer,
         any fees and disbursements of underwriters customarily paid
         by sellers of securities who are not the issuers of such se-
         curities and all underwriting discounts and commissions and
         transfer taxes, if any, and any premiums and other costs of
         policies of insurance obtained by Buyer against liabilities
         arising out of the public offering of securities.

                   (o)  "Registration Suspension Period" shall have
         the meaning set forth in Section 2(b).

                   (p)  "Securities Act" shall mean the Securities Act
         of 1933, as amended, and any successor thereto, and the rules
         and regulations thereunder.

                   (q)  "Shelf Registration" shall have the meaning
         set forth in Section 2(a).

                   (r)  "Stockholders Agreement" shall have the mean-
         ing set forth in Section 2(c).

                   (s)  "Stock Purchase Agreement" shall have the
         meaning set forth in the second paragraph hereof.

                   (t)  "Suspension Notice" shall have the meaning set
         forth in Section 2(b).

                   (u)  "Tag-Along Notice" shall have the meaning set
         forth in Section 7(a).

                   (v)  "Tag-Along Shares" shall have the meaning set
         forth in Section 7(a).



                                      -3-
<PAGE>







                   (w)  "Third Party" shall have the meaning set forth
         in Section 7(a).

                   (x)  "Underwritten/Placed Offering" shall mean a
         sale of securities of the Company to an underwriter or under-
         writers for reoffering to the public or on behalf of a person
         other than the Company through an agent for sale to the pub-
         lic.

                   (y)  "USREALTY" shall have the meaning set forth in
         the first paragraph hereof.

                   Section 2.  Shelf Registration.  (a)  Obligation to
         File and Maintain.  At any time following the Commencement
         Date, promptly upon the written request of Buyer, the Company
         will use its reasonable best efforts to file with the Com-
         mission a registration statement under the Securities Act for
         the offering on a continuous or delayed basis in the future
         of all of the Registrable Securities (the "Shelf Registra-
         tion").  The Shelf Registration shall be on an appropriate
         form and the Shelf Registration and any form of prospectus
         included therein or prospectus supplement relating thereto
         shall reflect such plan of distribution or method of sale as
         Buyer may from time to time notify the Company, including the
         sale of some or all of the Registrable Securities in a public
         offering or, if requested by Buyer, subject to receipt by the
         Company of such information (including information relating
         to purchasers) as the Company reasonably may require, (i) in
         a transaction constituting an offering outside the United
         States which is exempt from the registration requirements of
         the Securities Act in which the seller undertakes to effect
         registration after the completion of such offering in order
         to permit such shares to be freely tradeable in the United
         States, (ii) in a transaction constituting a private place-
         ment under Section 4(2) of the Securities Act in connection
         with which the seller undertakes to effect a registration af-
         ter the conclusion of such placement to permit such shares to
         be freely tradeable by the purchasers thereof, or (iii) in a
         transaction under Rule 144A of the Securities Act in connec-
         tion with which the seller undertakes to effect a registra-
         tion after the conclusion of such transaction to permit such
         shares to be freely tradeable by the purchasers thereof.  The
         Company shall use its reasonable best efforts to keep the
         Shelf Registration continuously effective for the period be-
         ginning on the date on which the Shelf Registration is de-
         clared effective and ending on the first date that there are
         no Registrable Securities.  During the period during which
         the Shelf Registration is effective, the Company shall
         supplement or make amendments to the Shelf Registration, if
         required by the Securities Act or if reasonably requested by 



                                      -4-
<PAGE>







         Buyer or an underwriter of Registrable Securities, including
         to reflect any specific plan of distribution or method of
         sale, and shall use its reasonable best efforts to have such
         supplements and amendments declared effective, if required,
         as soon as practicable after filing.

                   (b)  Black-Out Periods of Buyer.  Notwithstanding
         anything herein to the contrary, (i) the Company shall have
         the right from time to time to require Buyer not to sell un-
         der the Shelf Registration or to suspend the effectiveness
         thereof during the period starting with the date 30 days pri-
         or to the Company's good faith estimate, as certified in
         writing by an executive officer of the Company to Buyer, of
         the proposed date of filing of a registration statement or a
         preliminary prospectus supplement relating to an existing
         shelf registration statement, in either case, pertaining to
         an underwritten public offering of equity securities of the
         Company for the account of the Company, and ending on the
         date 90 days following the effective date of such registra-
         tion statement or the date of filing of such prospectus sup-
         plement, and (ii) the Company shall be entitled to require
         Buyer not to sell under the Shelf Registration or to suspend
         the effectiveness thereof (but not for a period exceeding 90
         days) if the Company determines, in its good faith judgment,
         that such offering or continued effectiveness would interfere
         with any material financing, acquisition, disposition, corpo-
         rate reorganization or other material transaction involving
         the Company or any of its subsidiaries or public disclosure
         thereof would be required prior to the time such disclosure
         might otherwise be required, or when the Company is in pos-
         session of material information that it deems advisable not
         to disclose in a registration statement.  

                   Once any registration statement filed pursuant to
         this Section 2 or in which Registrable Securities are includ-
         ed pursuant to Section 3 has been declared effective, any pe-
         riod during which the Company fails to keep such registration
         statement effective and usable for resale of Registrable Se-
         curities for the period required by Section 4(b) shall be re-
         ferred to as a "Registration Suspension Period".  A Registra-
         tion Suspension Period shall commence on and include the date
         that the Company gives written notice to Buyer of its deter-
         mination that such registration statement is no longer effec-
         tive or usable for resale of Registrable Securities (the
         "Suspension Notice") to and including the date when the Com-
         pany notifies Buyer that the use of the prospectus included
         in such registration statement may be resumed for the dispo-
         sition of Registrable Securities.  





                                      -5-
<PAGE>







                   (c)  Black-Out Periods of the Company.  Subject to
         the conditions of this Section 2(c), Buyer shall have the
         right, exercisable on not more than two occasions, to require
         the Company not to sell, and to use its good faith efforts to
         cause any other holder of common equity securities or secu-
         rities convertible into common equity securities of the Com-
         pany not to sell, any common equity securities of the Company
         or any securities convertible into common equity securities
         of the Company under any registration statement or prospectus
         supplement relating to an existing shelf registration state-
         ment (other than sales of shares of Common Stock upon the re-
         demption of limited partnership units of any Subsidiary of
         the Company and sales of equity securities issued or granted
         pursuant to any employee benefit or similar plan or any divi-
         dend reinvestment plan), or to suspend the effectiveness
         thereof, during the period starting with the date 15 days
         prior to Buyer's good faith estimate, as certified in writing
         by an executive officer of Buyer to the Company, of the pro-
         posed date of filing of a preliminary prospectus supplement
         relating to a Shelf Registration filed pursuant to Section
         2(a), pertaining to an underwritten public offering of Regis-
         trable Securities, and ending on the date 60 days following
         the date of filing of the final prospectus supplement, but in
         no event on a date later than 75 days following the date of
         filing of the preliminary prospectus supplement.  The
         Company's obligations under this Section 2(c) are subject to
         the continuing satisfaction of the following conditions: (a)
         the Registrable Securities to be offered by Buyer in such un-
         derwritten public offering shall represent (i) in the case of
         Buyer's first exercise of its rights under this Section 2(c),
         the greater of (A) at least 20% of the then outstanding
         shares of Company Common Stock and (B) at least that number
         of shares of Registrable Securities having a market value,
         based on the most recent closing price, of $50 million, in
         each case determined at the time Buyer exercises its rights
         under this Section 2(c); and (ii) in the case of Buyer's sec-
         ond exercise of its rights under this Section 2(c), the
         greater of (A) at least 40% of the total number of shares of
         Registrable Securities then Beneficially Owned by Buyer and
         its Affiliates and (B) at least that number of shares of Reg-
         istrable Securities having a market value, based on the most
         recent closing price, of $60 million, in each case determined
         at the time Buyer exercises its rights under this Section
         2(c); (b) no black-out period pursuant to Section 2(b)(i)
         shall be in effect at the time of Buyer's exercise of its
         rights under this Section 2(c); (c) the Company shall not
         have suspended sales of Registrable Securities pursuant to
         Section 2(b)(ii); (d) the Company shall not have delivered to
         Buyer a written notice to the effect that the Board of Direc-
         tors has determined in good faith that compliance with this 



                                      -6-
<PAGE>







         Section 2(c) would reasonably be expected to have a Material
         Adverse Effect on the Company; and (e) Buyer shall not be in
         default of any of its material obligations under the Stock
         Purchase Agreement, the Stockholders Agreement, dated as of
         the date hereof, by and among the Company, Holdings and USRE-
         ALTY (the "Stockholders Agreement"), or this Agreement.  In
         no event may the Company include in any preliminary prospec-
         tus supplement under which Buyer is offering Registrable Se-
         curities covered by this Section 2(c) any equity securities
         of the Company or any securities convertible into equity se-
         curities of the Company.  

                   (d)  Number of Shelf Registrations.  The Company
         shall be obligated to effect, under this Section 2, a minimum
         of one Shelf Registration, plus an additional Shelf Registra-
         tion for each $50,000,000 of shares of Company Stock pur-
         chased by Buyer from the Company subsequent to the Initial
         Closing.  A Shelf Registration shall not be deemed to have
         been effected, nor shall it be sufficient to reduce the num-
         ber of Shelf Registrations available to Buyer under this Sec-
         tion 2, unless such registration becomes effective pursuant
         to the Securities Act and is kept continuously effective for
         a period of at least two years (other than any periods during
         such period of effectiveness which are Registration Suspen-
         sion Periods, and provided that no such Registration Suspen-
         sion Periods shall count towards such two-year period); pro-
         vided, however, that no Shelf Registration shall be deemed to
         have been effected, nor shall it reduce the number of Shelf
         Registrations available under this Section 2, if such regis-
         tration cannot be used by Buyer for more than 60 days as a
         result of any stop order, injunction or other order of the
         Commission or other Government Authority for any reason other
         than an act or omission of Buyer. 

                   (e)  Size of Shelf Registration.  The Company shall
         not be required to effect a Shelf Registration of fewer than
         1,000,000 shares or other units of Registrable Securities (as
         adjusted for any stock splits, reverse stock splits or simi-
         lar events which occur after the date hereof), except that if
         there are less than 1,000,000 (as adjusted for any stock
         splits, reverse stock splits or similar events which occur
         after the date hereof) shares of Registrable Securities out-
         standing, then the Company shall be required to effect a
         Shelf Registration of all of the remaining shares or other
         units of Registrable Securities outstanding. 

                   (f)  Notice.  The Company shall give Buyer prompt
         notice in the event that the Company has suspended sales of
         Registrable Securities under Section 2(b).




                                      -7-
<PAGE>







                   (g)  Expenses.  All Registration Expenses incurred
         in connection with any Shelf Registration which may be re-
         quested under this Section 2 shall be borne by Buyer, and all
         Company Registration Expenses incurred in connection with any
         such Shelf Registration shall be borne by the Company; pro-
         vided that Buyer shall reimburse the Company for the first
         $25,000 of fees and disbursements of counsel and independent
         public accountants for the Company included in Company Regis-
         tration Expenses and relating to each such Shelf Registra-
         tion.  

                   (h)  Selection of Underwriters.  Any and all under-
         writers or other agents involved in any sale of Registrable
         Securities pursuant to a registration statement contemplated
         by this Section 2 shall include such underwriter(s) or other
         agent(s) as selected by Buyer and approved of by the Company,
         which approval shall not be unreasonably withheld; provided
         that Security Capital Markets Group Incorporated or any other
         Affiliate of Buyer shall in all events be approved by the
         Company. 

                   Section 3.   Incidental Registrations.  (a)  Noti-
         fication and Inclusion.  If the Company proposes to register
         for its own account any common equity securities of the Com-
         pany or any securities convertible into common equity securi-
         ties of the Company under the Securities Act (other than a
         registration relating solely to the sale of securities to
         participants in a dividend reinvestment plan, a registration
         on Form S-4 relating to a business combination or similar
         transaction permitted to be registered on such Form S-4, a
         registration on Form S-8 relating solely to the sale of secu-
         rities to participants in a stock or employee benefit plan, a
         registration permitted under Rule 462 under the Securities
         Act registering additional securities of the same class as
         were included in an earlier registration statement for the
         same offering, and declared effective), the Company shall, at
         each such time after the Commencement Date, promptly give
         written notice of such registration to Buyer.  Upon the writ-
         ten request of Buyer given within 10 days after receipt of
         such notice by Buyer, the Company shall seek to include in
         such proposed registration such Registrable Securities as
         Buyer shall request be so included and shall use its reason-
         able best efforts to cause a registration statement covering
         all of the Registrable Securities that Buyer has requested to
         be registered to become effective under the Securities Act.
         The Company shall be under no obligation to complete any of-
         fering of securities it proposes to make under this Section 3
         and shall incur no liability to Buyer for its failure to do
         so.  If, at any time after giving written notice of its in-
         tention to register any securities and prior to the effective 



                                      -8-
<PAGE>







         date of the registration statement filed in connection with
         such registration, the Company shall determine for any reason
         not to register or to delay registration of such securities,
         the Company may, at its election, give written notice of such
         determination to Buyer and, thereupon, (i) in the case of a
         determination not to register, the Company shall be relieved
         of its obligation to register any Registrable Securities in
         connection with such registration (but not from its obliga-
         tion to pay the Registration Expenses incurred in connection
         therewith) and (ii) in the case of a determination to delay
         registering, the Company shall be permitted to delay regis-
         tering any Registrable Securities for the same period as the
         delay in registering such other securities.  

                   (b)  Cut-back Provisions.  If a registration pursu-
         ant to this Section 3 involves an Underwritten/Placed Offer-
         ing of the securities so being registered, whether or not
         solely for sale for the account of the Company, which securi-
         ties are to be distributed by or through one or more under-
         writers of recognized standing under underwriting terms cus-
         tomary for such transaction, and the underwriter or the man-
         aging underwriter, as the case may be, of such Underwritten/
         Placed Offering shall inform the Company of its belief that
         the amount of securities requested to be included in such
         registration or offering exceeds the amount which can be sold
         in (or during the time of) such offering without delaying or
         jeopardizing the success of the offering (including the price
         per share of the securities to be sold), then the Company
         will include in such registration (i) first, all the securi-
         ties of the Company which the Company proposes to sell for
         its own account or the account of others (other than Buyer)
         requesting inclusion in such registration pursuant to rights
         to registration on request, and (b) second, to the extent of
         the amount which the Company is so advised can be sold in (or
         during the time of) such offering, Registrable Securities and
         other securities requested to be included in such registra-
         tion, pro rata among Buyer and others exercising incidental
         registration rights, on the basis of the shares of Company
         Stock requested to be included by all such persons.

                   (c)  Expenses.  The Company shall bear and pay all
         Company Registration Expenses incurred in connection with any
         registration of Registrable Securities pursuant to this Sec-
         tion 3 for Buyer, and all Registration Expenses incurred in
         connection with any registration of any other securities re-
         ferred to in the first sentence of Section 3(a), and Buyer
         shall bear and pay all Registration Expenses incurred in con-
         nection with any registration of Registrable Securities pur-
         suant to this Section 3 for Buyer.




                                      -9-
<PAGE>







                   (d)  Duration of Effectiveness.  At the request of
         Buyer, the Company shall, subject to Section 2(b), use its
         reasonable best efforts to keep any registration statement
         for which Registrable Securities are included under this Sec-
         tion 3 effective and usable for up to 90 days (subject to ex-
         tension for the length of any Registration Suspension Pe-
         riod), unless the distribution of securities registered
         thereunder has been earlier completed; provided, however,
         that in no event will the Company be required to prepare or
         file audited financial statements with respect to any fiscal
         year by a date prior to the date on which the Company would
         be so required to prepare and file such audited financial
         statements if such registration statement were no longer ef-
         fective and usable. 

                   Section 4.  Registration Procedures.  In connection
         with the filing of any registration statement as provided in
         Section 2 or 3, the Company shall use its reasonable best ef-
         forts to, as expeditiously as reasonably practicable:

                   (a)  prepare and file with the Commission the
              requisite registration statement (including a pro-
              spectus therein) to effect such registration and
              use its reasonable best efforts to cause such reg-
              istration statement to become effective, provided
              that before filing such registration statement or
              any amendments or supplements thereto, the Company
              will furnish to the counsel selected by Buyer cop-
              ies of all such documents proposed to be filed,
              which documents will be subject to the review of
              such counsel before any such filing is made, and
              the Company will comply with any reasonable request
              made by such counsel to make changes in any infor-
              mation contained in such documents relating to
              Buyer; 

                   (b)  prepare and file with the Commission such
              amendments and supplements to such registration
              statement and the prospectus used in connection
              therewith as may be necessary to maintain the ef-
              fectiveness of such registration and to comply with
              the provisions of the Securities Act with respect
              to the disposition of all securities covered by
              such registration statement until, in the case of
              Section 2, the termination of the period during
              which the Shelf Registration is required to be kept
              effective, or, in the case of Section 3, the ear-
              lier of such time as all of such securities have 





                                   -10-
<PAGE>







              been disposed of and the date which is 90 days af-
              ter the date of initial effectiveness of such reg-
              istration statement;

                   (c)  furnish to Buyer such number of conformed
              copies of such registration statement and of each
              such amendment and supplement thereto (in each case
              including all exhibits), such number of copies of
              the prospectus contained in such registration
              statements (including each complete prospectus and
              any summary prospectus) and any other prospectus
              filed under Rule 424 under the Securities Act, in
              conformity with the requirements of the Securities
              Act, and such other documents, including documents
              incorporated by reference, as Buyer may reasonably
              request;

                   (d)  register or qualify all Registrable Secu-
              rities under such other securities or blue sky laws
              of such jurisdictions as Buyer shall reasonably re-
              quest, to keep such registration or qualification
              in effect for so long as such registration state-
              ment remains in effect, and take any other action
              which may be reasonably necessary or advisable to
              enable Buyer to consummate the disposition in such
              jurisdictions of the securities owned by Buyer, ex-
              cept that the Company shall not for any such pur-
              pose be required to qualify generally to do busi-
              ness as a foreign corporation in any jurisdiction
              wherein it would not but for the requirements of
              this paragraph be obligated to be so qualified, or
              to consent to general service of process in any
              such jurisdiction, or to subject the Company to any
              material tax in any such jurisdiction where it is
              not then so subject;

                   (e)  cause all Registrable Securities covered
              by such registration statement to be registered
              with or approved by such other Government Authority
              as may be reasonably necessary to enable Buyer to
              consummate the disposition of such Registrable Se-
              curities;

                   (f)  furnish to Buyer a signed counterpart,
              addressed to Buyer (and the underwriters, if any),
              of

                        (i)  an opinion of counsel for the Com-
                   pany, dated the effective date of such reg-
                   istration statement (and, if such registration 



                                   -11-
<PAGE>







                   includes an underwritten public offering, dat-
                   ed the date of the closing under the under-
                   writing agreement), reasonably satisfactory in
                   form and substance to Buyer, and

                       (ii)  to the extent permitted by then ap-
                   plicable rules of professional conduct, a
                   "comfort" letter, dated the effective date of
                   such registration statement (and, if such reg-
                   istration includes an underwritten public of-
                   fering, dated the date of the closing under
                   the underwriting agreement), signed by the in-
                   dependent public accountants who have certi-
                   fied the Company's financial statements in-
                   cluded in such registration statement,

              covering substantially the same matters with re-
              spect to such registration statement (and the pro-
              spectus included therein) and, in the case of the
              accountants' letter, with respect to events subse-
              quent to the date of such financial statements, all
              as are customarily covered in opinions of issuer's
              counsel and in accountants' letters delivered to
              the underwriters in underwritten public offerings
              of securities;

                   (g)  immediately notify Buyer at any time when
              the Company becomes aware that a prospectus relat-
              ing thereto is required to be delivered under the
              Securities Act, of the happening of any event as a
              result of which the prospectus included in such
              registration statement, as then in effect, includes
              an untrue statement of a material fact or omits to
              state any material fact required to be stated
              therein or necessary to make the statements therein
              not misleading in the light of the circumstances
              under which they were made, and at the request of
              Buyer promptly prepare and furnish to Buyer a rea-
              sonable number of copies of a supplement to or an
              amendment of such prospectus as may be necessary so
              that, as thereafter delivered to the purchasers of
              such securities, such prospectus shall not include
              an untrue statement of a material fact or omit to
              state a material fact required to be stated therein
              or necessary to make the statements therein not
              misleading in the light of the circumstances under
              which they were made;






                                   -12-
<PAGE>







                   (h)  comply or continue to comply in all mate-
              rial respects with the Securities Act and the Ex-
              change Act and with all applicable rules and regu-
              lations of the Commission, and make available to
              its security holders, as soon as reasonably practi-
              cable, an earnings statement covering the period of
              at least 12 months, but not more than 18 months,
              beginning with the first full calendar month after
              the effective date of such registration statement,
              which earnings statement shall satisfy the provi-
              sions of Section 11(a) of the Securities Act, and
              not file any amendment or supplement to such regis-
              tration statement or prospectus to which Buyer
              shall have reasonably objected on the grounds that
              such amendment or supplement does not comply in all
              material respects with the requirements of the
              Securities Act, having been furnished with a copy
              thereof at least five Business Days prior to the
              filing thereof;

                   (i)  provide a transfer agent and registrar
              for all Registrable Securities covered by such reg-
              istration statement not later than the effective
              date of such registration statement; and

                   (j)  list all Company Stock covered by such
              registration statement on any securities exchange
              on which any of the Company Stock is then listed.

         Buyer shall furnish in writing to the Company such informa-
         tion regarding Buyer (and any of its affiliates), the Regis-
         trable Securities to be sold, the intended method of distri-
         bution of such Registrable Securities, and such other infor-
         mation requested by the Company as is necessary for inclusion
         in the registration statement relating to such offering pur-
         suant to the Securities Act and the rules of the Commission
         thereunder.  Such writing shall expressly state that it is
         being furnished to the Company for use in the preparation of
         a registration statement, preliminary prospectus, supplemen-
         tary prospectus, final prospectus or amendment or supplement
         thereto, as the case may be.

                   Buyer agrees by acquisition of the Registrable
         Securities that upon receipt of any notice from the Company
         of the happening of any event of the kind described in para-
         graph (g) of this Section 4, Buyer will forthwith discontinue
         its disposition of Registrable Securities pursuant to the
         registration statement relating to such Registrable Securi-
         ties until Buyer's receipt of the copies of the supplemented 




                                      -13-
<PAGE>







         or amended prospectus contemplated by paragraph (g) of this
         Section 4.  

                   Section 5.  Requested Underwritten Offerings.  If
         requested by the underwriters for any underwritten offerings
         by Buyer, under a registration requested pursuant to Section
         2(a), the Company will enter into a customary underwriting
         agreement with such underwriters for such offering, to con-
         tain such representations and warranties by the Company and
         such other terms as are customarily contained in agreements
         of this type, including indemnities to the effect and to the
         extent provided in Section 6.  Buyer shall be a party to such
         underwriting agreement and may, at its option, require that
         any or all of the conditions precedent to the obligations of
         such underwriters under such underwriting agreement be condi-
         tions precedent to the obligations of Buyer.  Buyer shall not
         be required to make any representations or warranties to or
         agreement with the Company or the underwriters other than
         representations, warranties or agreements regarding Buyer and
         Buyer's intended method of distribution and any other repre-
         sentation or warranty required by law.

                   Section 6.  Preparation; Reasonable Investigation.
         In connection with the preparation and filing of the regis-
         tration statement under the Securities Act, the Company will
         give Buyer, its underwriters, if any, and their respective
         counsel, the opportunity to participate in the preparation of
         such registration statement, each prospectus included therein
         or filed with the Commission, and each amendment thereof or
         supplement thereto, and will give each of them such access to
         its books and records and such opportunities to discuss the
         business of the Company with its officers, its counsel and
         the independent public accountants who have certified its fi-
         nancial statements as shall be necessary, in the opinion of
         Buyer's and such underwriters' respective counsel, to conduct
         a reasonable investigation within the meaning of the Securi-
         ties Act.

                   Section 7.  Tag-Along Rights.  From and after the
         date hereof until the earlier of (i) the date on which Buyer
         shall own shares of Company Common Stock representing less
         than 9.8% of the then outstanding shares of Company Common
         Stock on a fully diluted basis, or (ii) the date on which
         Buyer shall no longer be subject to the standstill restric-
         tions set forth in Section 5.2(a) of the Stockholders Agree-
         ment (unless Buyer is not subject to such restrictions as a
         result of an Early Termination Event (as that term is defined
         in the Stockholders Agreement)), Buyer shall be entitled to
         the rights set forth in this Section 7.




                                      -14-
<PAGE>







                   (a)  Rights and Notice.  The Company shall not di-
         rectly or indirectly sell or otherwise dispose of shares of
         Company Stock to any person (a "Third Party") in connection
         with an Extraordinary Transaction in which the consideration
         for some or all of the shares of Company Stock is cash or
         cash equivalents (as determined under GAAP), unless the terms
         and conditions of such sale or other disposition shall in-
         clude an offer to Buyer to include, at the option of Buyer,
         in such sale or other disposition the Registrable Securities
         owned by Buyer at the time of such sale or other disposition
         determined in accordance with Section 7(b) (the "Tag-Along
         Shares").  The Company shall send a written notice (the "Tag-
         Along Notice") to Buyer setting forth the number of shares of
         Company Stock proposed to be sold or otherwise disposed of in
         the Extraordinary Transaction (the "Extraordinary Transaction
         Shares"), and the price at which such shares are proposed to
         be sold (or the method by which such price is proposed to be
         determined).  At any time within 15 days after its receipt of
         the Tag-Along Notice, Buyer may exercise its option to sell
         the Tag-Along Shares by furnishing written notice of such ex-
         ercise (the "Exercise Notice") to the Company.

                   (b)  Number of Shares to be Included.  If the pro-
         posed sale or other disposition by the Company in connection
         with an Extraordinary Transaction is consummated, Buyer shall
         have the right to sell to the Third Party as part of such
         proposed sale or other disposition such number of Registrable
         Securities owned by Buyer equal to the product of (i) the ra-
         tio (which in no event shall exceed 20% for purposes of this
         Section 7) of the total number of Registrable Securities
         owned by Buyer at the time that Buyer receives the Tag-Along
         Notice to the total number of outstanding shares of Company
         Stock, on a fully diluted basis, at the time that Buyer re-
         ceives the Tag-Along Notice, and (ii) the number of Extraor-
         dinary Transaction Shares; provided, however, that if the
         number of Tag-Along Shares is greater than the number of Reg-
         istrable Securities owned by Buyer at the time that Buyer re-
         ceives the Tag-Along Notice, then Buyer shall have the right
         to sell to the Third Party as part of the proposed sale or
         other disposition to the Third Party by the Company in con-
         nection with an Extraordinary Transaction the total number of
         Registrable Securities owned by Buyer at the time that Buyer
         receives the Tag-Along Notice.  All calculations pursuant to
         this paragraph shall exclude and ignore any unissued shares
         of Company Stock issuable pursuant to stock options, warrants
         and other rights to acquire shares of Company Stock and pur-
         suant to convertible or exchangeable securities.

                   (c)  Abandonment of Sale.  Each of the Company and
         the Third Party shall have the right, in its sole discretion, 



                                      -15-
<PAGE>







         at all times prior to consummation of the proposed sale or
         other disposition giving rise to the tag-along right granted
         by this Section 7 to abandon, rescind, annul, withdraw or
         otherwise terminate such sale or other disposition, whereupon
         all tag-along rights in respect of such sale or other dispo-
         sition pursuant to this Section 7 shall become null and void,
         and neither the Company nor the Third Party shall have any
         liability or obligation to Buyer with respect thereto by vir-
         tue of such abandonment, rescission, annulment, withdrawal or
         termination.

                   (d)  Terms of Sale.  The purchase from Buyer pur-
         suant to this Section 7 shall be on the same terms and condi-
         tions, including the per share price and the date of sale or
         other disposition, as are applicable to the Company, and
         which shall be consistent with the relevant Tag-Along Notice.

                   (e)  Timing of Sale.  If, with respect to any Tag-
         Along Notice, Buyer fails to deliver an Exercise Notice with-
         in the requisite time period, the Company shall have 120 days
         after the expiration of the time in which the Exercise Notice
         is required to be delivered in which to sell or otherwise
         dispose of not more than the number of shares of Company
         Stock described in the Tag-Along Notice on terms not more fa-
         vorable to the Company than were set forth in the Tag-Along
         Notice.  If, at the end of 120 days following the receipt of
         the Tag-Along Notice, the Company has not completed the sale
         or other disposition of Company Stock in accordance with the
         terms described in the Tag-Along Notice, the Company shall
         again be obligated to comply with the provisions of this Sec-
         tion 7 with respect to, and provide Buyer with the opportun-
         ity to participate in, any proposed sale or other disposition
         of shares of Company Stock in connection with an Extraordi-
         nary Transaction.

                   Section 8.  Indemnification.  (a)  Indemnification
         by the Company.  In the event of any registration of any Reg-
         istrable Securities of the Company under the Securities Act,
         the Company will, and hereby does, indemnify and hold harm-
         less Buyer, each other person who participates as an under-
         writer in the offering or sale of such securities and each
         other person who controls any such underwriter within the
         meaning of the Securities Act, against any losses, claims,
         damages or liabilities, joint or several, to which Buyer or
         any such underwriter or controlling person may become subject
         under the Securities Act or otherwise, insofar as such loss-
         es, claims, damages or liabilities (or actions or proceed-
         ings, whether commenced or threatened, in respect thereof)
         arise out of or are based upon any untrue statement or al-
         leged untrue statement of any material fact contained in the 



                                      -16-
<PAGE>







         registration statement under which such Registrable Securi-
         ties were registered under the Securities Act, any prelimi-
         nary prospectus, final prospectus or summary prospectus con-
         tained therein, or any amendment or supplement thereto, or
         any omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which
         they were made, not misleading, and the Company will reim-
         burse Buyer and each such underwriter and controlling person
         for any reasonable legal or any other expenses reasonably in-
         curred by them in connection with investigating or defending
         any such loss, claim, liability, action or proceedings; pro-
         vided, however, that the Company shall not be liable in any
         such case to the extent that any such loss, claim, damage,
         liability (or action or proceeding in respect thereof) or ex-
         pense arises out of or is based upon an untrue statement or
         alleged untrue statement or omission or alleged omission made
         in such registration statement, any such preliminary prospec-
         tus, final prospectus, summary prospectus, amendment or sup-
         plement in reliance upon and in conformity with written in-
         formation furnished to the Company by Buyer or any other per-
         son who participates as an underwriter in the offering or
         sale of such securities, in either case, specifically stating
         that it is for use in the preparation thereof, and provided,
         further, that the Company shall not be liable to any person
         who participates as an underwriter in the offering or sale of
         Registrable Securities or any other person, if any, who con-
         trols such underwriter within the meaning of the Securities
         Act in any such case to the extent that any such loss, claim,
         damage, liability (or action or proceeding in respect there-
         of) or expense arises out of such person's failure to send or
         give a copy of the final prospectus or supplement to the per-
         sons asserting an untrue statement or alleged untrue state-
         ment or omission or alleged omission at or prior to the writ-
         ten confirmation of the sale of Registrable Securities to
         such person if such statement or omission was corrected in
         such final prospectus or supplement.  Such indemnity shall
         remain in full force and effect regardless of any investiga-
         tion made by or on behalf of Buyer or any such underwriter or
         controlling person and shall survive the transfer of such se-
         curities by Buyer.

                   (b)  Indemnification by Buyer.  The Company may re-
         quire, as a condition to including any Registrable Securities
         in any registration statement pursuant to Section 2 or Sec-
         tion 3, that the Company shall have received an undertaking
         satisfactory to it from Buyer to indemnify and hold harmless
         (in the same manner and to the same extent as set forth in
         paragraph (a) of this Section 8) the Company, each director
         of the Company, each officer of the Company and each other 



                                      -17-
<PAGE>







         person, if any, who controls the Company within the meaning
         of the Securities Act, and each other person who participates
         as an underwriter in the offering or sale of such securities
         and each other person who controls any such underwriter with-
         in the meaning of the Securities Act, with respect to any un-
         true statement or alleged untrue statement of a material fact
         in or omission or alleged omission to state a material fact
         from such registration statement, any preliminary prospectus,
         final prospectus or summary prospectus contained therein, or
         any amendment or supplement thereto, if such untrue statement
         or alleged untrue statement or omission or alleged omission
         was made in reliance upon and in conformity with written in-
         formation furnished to the Company by Buyer specifically
         stating that it is for use in the preparation of such regis-
         tration statement, preliminary prospectus, final prospectus,
         summary prospectus, amendment or supplement.  Such indemnity
         shall remain in full force and effect regardless of any in-
         vestigation made by or on behalf of the Company or any such
         director, officer, or controlling person and shall survive
         the transfer of such securities by Buyer.

                   (c)  Notices of Claims, etc.  Promptly after re-
         ceipt by an indemnified party of notice of the commencement
         of any action or proceeding involving a claim referred to in
         the preceding paragraphs of this Section 8, such indemnified
         party will, if a claim in respect thereof is to be made
         against an indemnifying party, give written notice to the
         latter of the commencement of such action; provided, however,
         that the failure of any indemnified party to give notice as
         provided herein shall not relieve the indemnifying party of
         its obligations under the preceding paragraphs of this Sec-
         tion 8, except to the extent that the indemnifying party is
         actually prejudiced by such failure to give notice.  In case
         any such action is brought against an indemnified party, un-
         less in such indemnified party's reasonable judgment a con-
         flict of interest between such indemnified and indemnifying
         parties may exist in respect of such claim, the indemnifying
         party shall be entitled to participate in and to assume the
         defense thereof, jointly with any other indemnifying party
         similarly notified to the extent that it may wish, with coun-
         sel reasonably satisfactory to such indemnified party, and
         after notice from the indemnifying party to such indemnified
         party of its election so to assume the defense thereof, the
         indemnifying party shall not be liable to the indemnified
         party for any legal or other expenses subsequently incurred
         by the latter in connection with the defense thereof other
         than reasonable costs of investigation.  

                   (d)  Other Indemnification.  Indemnification simi-
         lar to that specified in the preceding paragraphs of this 



                                      -18-
<PAGE>







         Section 8 (with appropriate modifications) shall be given by
         the Company and Buyer with respect to any required registra-
         tion or other qualification of securities under any federal
         or state law or regulation of Governmental Authority other
         than the Securities Act.

                   (e)  Indemnification Payments.  The indemnification
         required by this Section 8 shall be made by periodic payments
         of the amount thereof during the course of the investigation
         or defense, as and when bills are received or expense, loss,
         damage or liability is incurred.

                   (f)  Contribution.  If, for any reason, the forego-
         ing indemnity is unavailable, or is insufficient to hold
         harmless an indemnified party, then the indemnifying party
         shall contribute to the amount paid or payable by the indem-
         nified party as a result of the expense, loss, damage or li-
         ability, (i) in such proportion as is appropriate to reflect
         the relative fault of the indemnifying party on the one hand
         and the indemnified party on the other (determined by refer-
         ence to, among other things, whether the untrue or alleged
         untrue statement of a material fact or omission relates to
         information supplied by the indemnifying party or the indem-
         nified party and the parties' relative intent, knowledge, ac-
         cess to information and opportunity to correct or prevent
         such untrue statement or omission), or (ii) if the allocation
         provided by clause (i) above is not permitted by applicable
         law or provides a lesser sum to the indemnified party than
         the amount hereinafter calculated, in the proportion as is
         appropriate to reflect not only the relative fault of the in-
         demnifying party and the indemnified party, but also the rel-
         ative benefits received by the indemnifying party on the one
         hand and the indemnified party on the other, as well as any
         other relevant equitable considerations.  No indemnified par-
         ty guilty of fraudulent misrepresentation (within the meaning
         of Section 11(f) of the Securities Act) shall be entitled to
         contribution from any indemnifying party who was not guilty
         of such fraudulent misrepresentation.

                   Section 9.  Covenants Relating to Rule 144.  The
         Company will file in a timely manner (taking into account any
         extensions granted by the Commission), information, documents
         and reports in compliance with the Exchange Act and will, at
         its expense, forthwith upon the request of Buyer, deliver to
         Buyer a certificate, signed by the Company's principal finan-
         cial officer, stating (a) the Company's name, address and
         telephone number (including area code), (b) the Company's
         Internal Revenue Service identification number, (c) the Com-
         pany's Commission file number, (d) the number of shares of 




                                      -19-
<PAGE>







         Company Common Stock and the number of shares of Company Pre-
         ferred Stock outstanding as shown by the most recent report
         or statement published by the Company, and (e) whether the
         Company has filed the reports required to be filed under the
         Exchange Act for a period of at least 90 days prior to the
         date of such certificate and in addition has filed the most
         recent annual report required to be filed thereunder.  If at
         any time the Company is not required to file reports in com-
         pliance with either Section 13 or Section 15(d) of the Ex-
         change Act, the Company will, at its expense, forthwith upon
         the written request of Buyer, make available adequate current
         public information with respect to the Company within the
         meaning of paragraph (c)(2) of Rule 144 of the General Rules
         and Regulations promulgated under the Securities Act.

                   Section 10.  Miscellaneous.  (a)  Counterparts.
         This Agreement may be executed in one or more counterparts,
         all of which shall be considered one and the same agreement,
         and shall become effective when one or more counterparts have
         been signed by each of the parties and delivered to the other
         party.  Copies of executed counterparts transmitted by tele-
         copy, telefax or other electronic transmission service shall
         be considered original executed counterparts for purposes of
         this Section 10, provided receipt of copies of such counter-
         parts is confirmed.

                   (b)  Governing Law.  THIS AGREEMENT SHALL BE GOV-
         ERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF FLORIDA WITHOUT REFERENCE TO THE CHOICE OF LAW PRIN-
         CIPLES THEREOF.

                   (c)  Entire Agreement.  This Agreement (including
         agreements incorporated herein) contains the entire agreement
         between the parties with respect to the subject matter hereof
         and there are no agreements or understandings between the
         parties other than those set forth or referred to herein.
         This Agreement is not intended to confer upon any person not
         a party hereto (and their successors and assigns) any rights
         or remedies hereunder.

                   (d)  Notices.  All notices and other communications
         hereunder shall be sufficiently given for all purposes here-
         under if in writing and delivered personally, sent by docu-
         mented overnight delivery service or, to the extent receipt
         is confirmed, telecopy, telefax or other electronic transmis-
         sion service to the appropriate address or number as set
         forth below.  Notices to the Company shall be addressed to:






                                      -20-
<PAGE>







                        Regency Realty Corporation
                        121 W. Forsyth Street, Suite 200
                        Jacksonville, Florida  32202
                        Attention:  Martin E. Stein, Jr. 
                        Telecopy Number:  (904) 634-3428 

                   with a copy to:  

                        Foley & Lardner
                        Greenleaf Building
                        200 Laura Street
                        Jacksonville, Florida  32202
                        Attention:  Charles E. Commander III, Esq.
                        Telecopy Number:  (904) 359-8700

         or at such other address and to the attention of such other
         person as the Company may designate by written notice to Buy-
         er.  Notices to Buyer shall be addressed to:

                        Security Capital Holdings S.A.
                        69, route d'Esch
                        L-2953 Luxembourg
                        Attention: Paul E. Szurek
                        Telecopy Number: (352) 4590-3331

                   with a copy to:

                        Wachtell, Lipton, Rosen & Katz
                        51 West 52nd Street
                        New York, New York  10019
                        Attention:  Adam O. Emmerich, Esq.
                        Telecopy Number:  (212) 403-2000

                   (e)  Successors and Assigns.  This Agreement shall
         be binding upon and inure to the benefit of the parties here-
         to and their respective successors.  Neither party shall be
         permitted to assign any of its rights hereunder to any third
         party, except that if (i) Buyer transfers or pledges any or
         all Registrable Securities to a bona fide financial institu-
         tion as security for any bona fide indebtedness of any Buyer
         and such financial institution agrees to be bound by the
         Stockholders Agreement, the pledgee of the Registrable Secu-
         rities shall be considered an intended beneficiary hereof and
         may exercise all rights of Buyer hereunder, and (ii) any per-
         son included within the definition of the term Buyer shall be
         permitted to assign its rights hereunder to any other person
         included within such definition.






                                      -21-
<PAGE>







                   (f)  Headings.  The Section and other headings con-
         tained in this Agreement are inserted for convenience of ref-
         erence only and will not affect the meaning or interpretation
         of this Agreement.  All references to Sections or other head-
         ings contained herein mean Sections or other headings of this
         Agreement unless otherwise stated.

                   (g)  Amendments and Waivers.  This Agreement may
         not be modified or amended except by an instrument or instru-
         ments in writing signed by the party against whom enforcement
         of any such modification or amendment is sought.  Either par-
         ty hereto may, only by an instrument in writing, waive com-
         pliance by the other party hereto with any term or provision
         hereof on the part of such other party hereto to be performed
         or complied with.  The waiver by any party hereto of a breach
         of any term or provision hereof shall not be construed as a
         waiver of any subsequent breach.

                   (h)  Interpretation; Absence of Presumption.  For
         the purposes hereof, (i) words in the singular shall be held
         to include the plural and vice versa and words of one gender
         shall be held to include the other gender as the context re-
         quires, (ii) the terms "hereof", "herein", and "herewith" and
         words of similar import shall, unless otherwise stated, be
         construed to refer to this Agreement as a whole and not to
         any particular provision of this Agreement, and Section,
         paragraph or other references are to the Sections, para-
         graphs, or other references to this Agreement unless other-
         wise specified, (iii) the word "including" and words of simi-
         lar import when used in this Agreement shall mean "including,
         without limitation," unless the context otherwise requires or
         unless otherwise specified, (iv) the word "or" shall not be
         exclusive, and (v) provisions shall apply, when appropriate,
         to successive events and transactions.

                   This Agreement shall be construed without regard to
         any presumption or rule requiring construction or interpre-
         tation against the party drafting or causing any instrument
         to be drafted.

                   (i)  Severability.  Any provision hereof which is
         invalid or unenforceable shall be ineffective to the extent
         of such invalidity or unenforceability, without affecting in
         any way the remaining provisions hereof.









                                      -22-
<PAGE>







                   IN WITNESS WHEREOF, this Agreement has been signed
         by or on behalf of each of the parties hereto as of the day
         first above written.

                                       REGENCY REALTY CORPORATION



                                       By:                                     
                                          Name:  Martin E. Stein, Jr.
                                          Title:   President


                                       SECURITY CAPITAL U.S. REALTY



                                       By:                                     
                                          Name:  Paul E. Szurek
                                          Title:   Managing Director


                                       SECURITY CAPITAL HOLDINGS S.A.



                                       By:                                     
                                          Name:  Paul E. Szurek
                                          Title:   Managing Director
<PAGE>







                                                          EXHIBIT C   








                                                                        







                              STOCKHOLDERS AGREEMENT

                                   by and among

                            REGENCY REALTY CORPORATION

                          SECURITY CAPITAL HOLDINGS S.A.

                           SECURITY CAPITAL U.S. REALTY

                                       and

                             THE REGENCY GROUP, INC.


                                   dated as of

                                _________ __, 1996







                                                                      
<PAGE>








                                  TABLE OF CONTENTS


                                                                     Page


                                    ARTICLE 1

                                   Definitions

         Section 1.1   "Affiliate"...............................     1
         Section 1.2   "Affiliate Arrangements"..................     2
         Section 1.3   "Agreement"...............................     2
         Section 1.4   "Beneficially Own"........................     2
         Section 1.5   "Board"...................................     2
         Section 1.6   "Buyer"...................................     2
         Section 1.7   "Code"....................................     2
         Section 1.8   "Company".................................     2
         Section 1.9   "Company Common Stock"....................     2
         Section 1.10  "Conflict of Interest Policies"...........     2
         Section 1.11  "Corporate Action Covenants"..............     2
         Section 1.12  "Covered Transaction".....................     2
         Section 1.13  "Director"................................     2
         Section 1.14  "Early Termination Event".................     2
         Section 1.15  "Excess Shares"...........................     2
         Section 1.16  "Exercise Notice".........................     2
         Section 1.17  "Extraordinary Transaction"...............     2
         Section 1.18  "15% Termination Date"....................     3
         Section 1.19  "fully diluted"...........................     3
         Section 1.20  "Geographic Region".......................     3
         Section 1.21  "Government Authority"....................     3
         Section 1.22  "Group"...................................     3
         Section 1.23  "Investor"................................     4
         Section 1.24  "Investor Nominees".......................     4
         Section 1.25  "Investor Restricted Person"..............     4
         Section 1.26  "Key Committees"..........................     4
         Section 1.27  "1933 Act"................................     4
         Section 1.28  "1934 Act"................................     4
         Section 1.29  "Participation Notice"....................     4
         Section 1.30  "person"..................................     4
         Section 1.31  "SCGI"....................................     4
         Section 1.32  "SCGI Restricted Person"..................     4
         Section 1.33  "Securities Filings"......................     4
         Section 1.34  "Shareholder Approval"....................     4
         Section 1.35  "Shareholder Approval Date"...............     4
         Section 1.36  "Shopping Center Company".................     5
         Section 1.37  "Shopping Center Property"................     5
         Section 1.38  "Standstill Extension Term"...............     5
         Section 1.39  "Standstill Period".......................     5
<PAGE>







         Section 1.40  "Stock Purchase Agreement"................     5
         Section 1.41  "13D Group"...............................     5
         Section 1.42  "Transfer"................................     5
         Section 1.43  "TRG".....................................     5
         Section 1.44  "TRG Restricted Person"...................     5
         Section 1.45  "20% Termination Date"....................     5
         Section 1.46  "USREALTY"................................     6
         Section 1.47  "Voting Securities".......................     6


                                    ARTICLE 2

                                Board of Directors

         Section 2.1   Investor Nominees.........................     6
         Section 2.2   Committee Representation; 
                         Subsidiary Boards.......................     7
         Section 2.3   Vacancies.................................     8


                                    ARTICLE 3

                                Information Rights

         Section 3.1  Strategic Advice; Operating 
                         Statements; Public Company Status.......     8
         Section 3.2  Advice of Actions..........................     9


                                    ARTICLE 4

                         Voting and Participation Rights

         Section 4.1  Voting Rights.............................    10
         Section 4.2  Participation Rights......................    11


                                    ARTICLE 5

                              Standstill Provisions

         Section 5.1  Standstill Periods........................    14
         Section 5.2  Restrictions During Standstill
                         Period and Standstill Extension
                         Term....................................   16
         Section 5.3  Investments in Shopping Center 
                         Properties and Purchases of 
                         Interests in Shopping Center
                         Companies...............................    17
         Section 5.4  Notice to Company. ........................    19
<PAGE>







         Section 5.5   Compliance with Insider Trading Policy....    20
         Section 5.6   Compliance with Section 5.2 of the
                         Company Charter.........................    20
         Section 5.7   Investment Company Matters................    20
         Section 5.8   Waiver of Restrictions and Limits.........    20
         Section 5.9   REIT Qualification........................    21


                                    ARTICLE 6

                      Limitations on Corporate Actions, Etc.

         Section 6.1   Limitations on Corporate Actions..........    21
         Section 6.2   Provision of Information..................    23
         Section 6.3   Compliance with Conflicts of Interest 
                         Policy..................................    23
         Section 6.4   Maintenance of Affiliate and 
                         Joint Venture Arrangements..............    24
         Section 6.5   Sales of Assets...........................    24
         Section 6.6   Investments in Shopping Center 
                         Properties and Purchases of 
                         Interests in Shopping Center
                         Companies...............................    24


                                    ARTICLE 7

                                  Miscellaneous

         Section 7.1   Counterparts..............................    26
         Section 7.2   Governing Law.............................    26
         Section 7.3   Entire Agreement..........................    26
         Section 7.4   Expenses..................................    26
         Section 7.5   Notices...................................    26
         Section 7.6   Successors and Assigns....................    27
         Section 7.7   Headings..................................    27
         Section 7.8   Amendments and Waivers....................    27
         Section 7.9   Interpretation; Absence of Presumption....    28
         Section 7.10  Severability..............................    28
         Section 7.11  Further Assurances........................    28
         Section 7.12  Specific Performance......................    28
         Section 7.13  Investor Breach...........................    28
         Section 7.14  Confidentiality...........................    28
         Section 7.15  Public Releases and Announcements.........    29
<PAGE>







                   THIS STOCKHOLDERS AGREEMENT (the "Agreement"), dated
         as of ________ __, 1996, is made by and among Regency Realty
         Corporation, a Florida corporation (the "Company"), Security
         Capital U.S. Realty, a Luxembourg corporation ("USREALTY"),
         Security Capital Holdings S.A., a Luxembourg corporation and a
         wholly owned subsidiary of USREALTY ("Buyer"), and The Regency
         Group, Inc., a Florida corporation ("TRG").  Capitalized terms
         not otherwise defined herein have the meaning ascribed to them
         in the Stock Purchase Agreement (as hereinafter defined).


                                    RECITALS:


                   WHEREAS, the Company, USREALTY and Buyer have entered
         into a Stock Purchase Agreement, dated as of June 11, 1996 (the
         "Stock Purchase Agreement"), pursuant to which the Company is
         selling, conveying, assigning and transferring, and Buyer is
         purchasing, certain shares of the common stock, par value $.01
         per share, of the Company (the "Company Common Stock") on the
         date hereof, and pursuant to which the Company has agreed to
         sell, and Buyer has agreed to purchase, certain additional
         shares of Company Common Stock, upon the terms and subject to
         the conditions set forth therein; and

                   WHEREAS, it is a condition to the transactions con-
         templated by the Stock Purchase Agreement and the parties be-
         lieve it to be in their best interests that they enter into
         this Agreement and provide for certain rights and restrictions
         with respect to the investment by Investor (as hereinafter de-
         fined) in the Company and the corporate governance of the Com-
         pany; and

                   WHEREAS, the Company and Buyer believe that the com-
         bination in a strategic partnership of the leadership, exper-
         tise and experience in the retail shopping center industry of
         the Company and the unique market knowledge, operating experi-
         ence, research capabilities and access to capital of Buyer and
         its Affiliates will significantly enhance the Company's ability
         to pursue its growth and operating strategies; 

                   NOW, THEREFORE, in consideration of the premises and
         the covenants and agreements contained herein and for good and
         valuable consideration, the receipt and sufficiency of which
         are hereby acknowledged, and intending to be legally bound
         hereby, the parties hereto hereby agree as follows:
<PAGE>







                                    ARTICLE 1

                                   Definitions

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

                   Section 1.1  "Affiliate" shall have the meaning as-
         cribed thereto in Rule 12b-2 promulgated under the 1934 Act,
         and as in effect on the date hereof.

                   Section 1.2  "Affiliate Arrangements" shall mean the
         agreements and arrangements described in Schedule 3.9(f) of the
         Stock Purchase Agreement or which are disclosed in public fil-
         ings of the Company.

                   Section 1.3  "Agreement" shall have the meaning set
         forth in the first paragraph hereof.

                   Section 1.4  "Beneficially Own" shall mean, with re-
         spect to any security, having direct or indirect (including
         through any Subsidiary or Affiliate) "beneficial ownership" of
         such security, as determined pursuant to Rule 13d-3 under the
         1934 Act, including pursuant to any agreement, arrangement or
         understanding, whether or not in writing.

                   Section 1.5  "Board" shall mean the board of direc-
         tors of the Company.

                   Section 1.6  "Buyer" shall have the meaning set
         forth in the first paragraph hereof.

                   Section 1.7  "Code" shall mean the Internal Revenue
         Code of 1986, as amended, and any successor thereto, including
         all of the rules and regulations promulgated thereunder.

                   Section 1.8  "Company" shall have the meaning set
         forth in the first paragraph hereof.

                   Section 1.9  "Company Common Stock" shall have the
         meaning set forth in the second paragraph hereof.

                   Section 1.10  "Conflict of Interest Policies" shall
         have the meaning set forth in Section 6.3.

                   Section 1.11  "Corporate Action Covenants" shall have
         the meaning set forth in Section 6.1.

                   Section 1.12  "Covered Transaction" shall have the
         meaning set forth in Section 5.1(a)(iv).
<PAGE>







                   Section 1.13  "Director" shall mean a member of the
         Board.

                   Section 1.14  "Early Termination Event" shall have
         the meaning set forth in Section 5.1(a).

                   Section 1.15  "Excess Shares" shall have the meaning
         set forth in Section 5.1(a)(ii).

                   Section 1.16  "Exercise Notice" shall have the mean-
         ing set forth in Section 4.2(b).

                   Section 1.17  "Extraordinary Transaction" shall mean
         (a) any merger, consolidation, sale of a material portion of
         the Company's assets, recapitalization, other business combina-
         tion, liquidation, or other similar action out of the ordinary
         course of business of the Company, or (b) any issuance of secu-
         rities to any person or Group requiring shareholder approval in
         accordance with the guidelines of the New York Stock Exchange
         as to such matters, as in effect as of the date of the Stock
         Purchase Agreement. 

                   Section 1.18  "15% Termination Date" shall mean the
         first date, if any, following the date on which the Remaining
         Equity Commitment shall have been reduced to zero on which In-
         vestor's ownership of Company Common Stock, on a fully diluted
         basis, shall have been below 15% of the outstanding shares of
         Company Common Stock for a continuous period of 180 days; pro-
         vided, that, if Investor's ownership of Company Common Stock
         shall, following the date on which the Remaining Equity Commit-
         ment shall have been reduced to zero, have fallen below 15% by
         number of the outstanding shares of Company Stock, on a fully
         diluted basis, as a result of the redemption of limited part-
         nership or other interests in partnerships or other entities
         for shares of Company Common Stock, then the 15% Termination
         Date shall mean the first date, if any, following the date on
         which Investor's ownership of Company Common Stock shall have
         been below 15% by number of the outstanding shares of Company
         Stock, on a fully diluted basis, for a continuous period of 450
         days; provided, however, that if Investor's ownership of Com-
         pany Common Stock shall, following the date on which the Re-
         maining Equity Commitment shall have been reduced to zero, have
         fallen below 15% of the outstanding shares of Company Common
         Stock as a result of a Transfer by Investor of Company Common
         Stock or a failure of Investor to exercise its rights under
         Section 4.2 during the 60 days immediately prior to the expira-
         tion of such 180-day period, if any such rights are exercisable
         during such period, to the extent necessary to (and provided
         that it shall be possible by such exercise to) raise its owner-
         ship of the outstanding Company Common Stock above such 15%
<PAGE>







         threshold, then the 15% Termination Date shall occur immedi-
         ately upon such Transfer or failure to exercise its rights un-
         der Section 4.2, as the case may be.  

                   Section 1.19  "fully diluted" shall mean, with re-
         spect to the Company Stock, the total number of outstanding
         shares of Company Stock (for such purposes, treating as Company
         Stock all shares of Company Preferred Stock and Class B Common
         Stock and all options or warrants to purchase and securities
         convertible into (or exchangeable or redeemable for) Company
         Common Stock, in each case outstanding as of the date of the
         Stock Purchase Agreement and that remain outstanding as of the
         relevant measurement date, assuming conversion of all such
         shares of Company Preferred Stock and Class B Common Stock and
         assuming exercise, conversion, exchange or redemption of such
         other securities).

                   Section 1.20   "Geographic Region" shall mean the
         states of Florida, Alabama, Mississippi, Georgia, North Caro-
         lina, South Carolina, Tennessee, Kentucky, Virginia, West Vir-
         ginia, Maryland and the District of Columbia, and the southern
         regions of the states of Indiana and Ohio (including the cities
         of Indianapolis and Columbus, respectively).

                   Section 1.21   "Government Authority" shall mean any
         government or state (or any subdivision thereof) of or in the
         United States, or any agency, authority, bureau, commission,
         department or similar body or instrumentality thereof, or any
         governmental court or tribunal.

                   Section 1.22   "Group" shall mean a "group" as such
         term is used in Section 13(d)(3) of the 1934 Act.

                   Section 1.23   "Investor" shall mean, collectively,
         as the context may require, USREALTY and Buyer, and shall also
         include any Affiliate of USREALTY or Buyer of which USREALTY
         and/or Buyer collectively, directly or indirectly, Beneficially
         Own 98% or more of the voting power and economic interests, or,
         for purposes only of (i) Section 5.8 with regard to ownership
         of shares of Company Common Stock by such Person and (ii) the
         provisions of the Registration Rights Agreement, any bona fide
         financial institution to which any Investor has Transferred
         (including upon foreclosure of a pledge) shares of Company
         Stock for the purpose of securing bona fide indebtedness of any
         Investor and which has agreed to be bound by this Agreement.

                   Section 1.24   "Investor Nominees" shall have the
         meaning set forth in Section 2.1(a).
<PAGE>







                   Section 1.25   "Investor Restricted Person" shall
         have the meaning set forth in Section 5.3(a).

                   Section 1.26   "Key Committees" shall have the
         meaning set forth in Section 2.2(a).

                   Section 1.27   "1933 Act" shall mean the Securities
         Act of 1933, as amended.

                   Section 1.28   "1934 Act" shall mean the Securities
         Exchange Act of 1934, as amended.

                   Section 1.29   "Participation Notice" shall have the
         meaning set forth in Section 4.2(b).

                   Section 1.30   "person" shall mean any individual,
         corporation, partnership, limited liability company, joint ven-
         ture, trust, unincorporated organization, other form of busi-
         ness or legal entity or Government Authority.

                   Section 1.31   "SCGI" shall have the meaning set
         forth in Section 5.3(a).

                   Section 1.32   "SCGI Restricted Person" shall have
         the meaning set forth in Section 5.3(a).

                   Section 1.33   "Securities Filings" shall have the
         meaning set forth in Section 3.1(b)(iii).

                   Section 1.34   "Shareholder Approval" shall have the
         meaning set forth in Section 5.3(d).

                   Section 1.35   "Shareholder Approval Date" shall mean
         the date on which a duly called and held meeting of sharehold-
         ers of the Company is held at which meeting (i) a quorum is
         present and (ii) the transactions (including the issuance of
         the Company Common Stock and the amendments to the Company
         Charter) contemplated by the Stock Purchase Agreement are ap-
         proved by the affirmative vote of the holders of the requisite
         number of shares of Company Stock.

                   Section 1.36   "Shopping Center Company" shall have
         the meaning set forth in Section 5.3(b).

                   Section 1.37   "Shopping Center Property" shall have
         the meaning set forth in Section 5.3(a).

                   Section 1.38   "Standstill Extension Term" shall have
         the meaning set forth in Section 5.1(b).
<PAGE>







                   Section 1.39   "Standstill Period" shall have the
         meaning set forth in Section 5.1(a).

                   Section 1.40   "Stock Purchase Agreement" shall have
         the meaning set forth in the second paragraph hereof.

                   Section 1.41   "13D Group" shall mean any group of
         persons acquiring, holding, voting or disposing of Voting Secu-
         rities which would be required under Section 13(d) of the 1934
         Act and the rules and regulations thereunder (as in effect, and
         based on legal interpretations thereof existing, on the date
         hereof) to file a statement on Schedule 13D with the Securities
         and Exchange Commission as a "person" within the meaning of
         Section 13(d)(3) of the 1934 Act if such group beneficially
         owned Voting Securities representing more than 5% of any class
         of Voting Securities then outstanding.

                   Section 1.42   "Transfer" shall have the meaning set
         forth in Section 5.2(a)(ii).

                   Section 1.43   "TRG" shall have the meaning set forth
         in the first paragraph hereof.

                   Section 1.44   "TRG Restricted Person" shall have the
         meaning set forth in Section 6.6.

                   Section 1.45   "20% Termination Date" shall mean the
         first date, if any, following the date on which the Remaining
         Equity Commitment shall have been reduced to zero on which In-
         vestor's ownership of Company Common Stock, on a fully diluted
         basis, shall have been below 20% of the outstanding shares of
         Company Common Stock for a continuous period of 180 days; pro-
         vided, that, if Investor's ownership of Company Common Stock
         shall, following the date on which the Remaining Equity Commit-
         ment shall have been reduced to zero, have fallen below 20% by
         number of the outstanding shares of Company Stock, on a fully
         diluted basis, as a result of the redemption of limited part-
         nership or other interests in partnerships or other entities
         for shares of Company Common Stock, then the 20% Termination
         Date shall mean the first date, if any, following the date on
         which Investor's ownership of Company Common Stock shall have
         been below 20% by number of the outstanding shares of Company
         Stock, on a fully diluted basis, for a continuous period of 450
         days; provided, however, that if Investor's ownership of Com-
         pany Common Stock shall, following the date on which the Re-
         maining Equity Commitment shall have been reduced to zero, have
         fallen below 20% of the outstanding shares of Company Common
         Stock as a result of a Transfer by Investor of Company Common
         Stock or a failure of Investor to exercise its rights under
<PAGE>







         Section 4.2 during the 60 days immediately prior to the expira-
         tion of such 180-day period, if any such rights are exercisable
         during such period, to the extent necessary to (and provided
         that it shall be possible by such exercise to) raise its owner-
         ship of the outstanding Company Common Stock above such 20%
         threshold, then the 20% Termination Date shall occur immedi-
         ately upon such Transfer or failure to exercise its rights un-
         der Section 4.2, as the case may be.  

                   Section 1.46   "USREALTY" shall have the meaning set
         forth in the first paragraph hereof.

                   Section 1.47   "Voting Securities" shall mean at any
         time shares of any class of capital stock of the Company which
         are then entitled to vote generally in the election of Direc-
         tors.


                                    ARTICLE 2

                                Board of Directors

                   Section 2.1   Investor Nominees.  (a)  From and
         after the Shareholder Approval Date, if any, and until the next
         annual or special meeting of shareholders of the Company at, or
         the next taking of action by written consent of shareholders of
         the Company with respect to, which any Directors are to be
         elected, the Investor shall have the right (but not the obliga-
         tion) to have on the Board two Directors (such Directors, the
         "Investor Nominees"), and the Company shall cause such Investor
         Nominees to become members of the Board.  If necessary to ef-
         fectuate the placement of such Investor Nominees on the Board,
         the Company shall, at its sole option, (i) expand the size of
         the Board or (ii) solicit the resignations of the appropriate
         number of Directors, in either case, to the extent necessary to
         permit the Investor Nominees to serve.  Thereafter and until
         the earlier of the 20% Termination Date, if any, and the expi-
         ration of the Standstill Period or any Standstill Extension
         Term (other, in either case, as a result of an Early Termina-
         tion Event), at each annual or special meeting of shareholders
         of the Company at, or the taking of action by written consent
         of shareholders of the Company with respect to, which any Di-
         rectors are to be elected, Investor shall have the right (but
         not the obligation) pursuant to this Agreement (i) to nominate
         for election to the Board that number of Directors which, when
         added to the number of Directors (such Directors also, "Inves-
         tor Nominees") who are then Investor Nominees and who will con-
         tinue to serve as Directors without regard to the outcome of
         the election at such meeting or by such consent, represent the
         greater of (x) two and (y) the same proportion of the total
<PAGE>







         number of Directors as is represented by the number of shares
         of Company Common Stock which Investor then owns relative to
         the outstanding Company Common Stock (but in no event more than
         49% of the Board), and (ii) to be entitled to the benefits of
         the agreements of the Company contained in Subsection 2.1(c)
         with respect to the Investor Nominees described in clause (i)
         of this sentence.  Following the expiration of the Standstill
         Period or any Standstill Extension Term (other, in either case,
         as a result of an Early Termination Event), if such expiration
         of the Standstill Period or any Standstill Extension Term shall
         be prior to the 20% Termination Date, and until the 20% Ter-
         mination Date, at each annual or special meeting of sharehold-
         ers of the Company at, or the taking of action by written con-
         sent of shareholders of the Company with respect to, which any
         Directors are to be elected, Investor shall have the right (but
         not the obligation) pursuant to this Agreement (i) to nominate
         for election to the Board that number of Directors which, when
         added to the number of Directors who are then Investor Nominees
         and who will continue to serve as Directors without regard to
         the outcome of the election at such meeting or by such consent,
         represent the lesser of (x) two and (y) the same proportion of
         the total number of Directors as is represented by the number
         of shares of Company Common Stock which Investor then owns
         relative to the outstanding Company Common Stock (such Direc-
         tors also, "Investor Nominees") and (ii) to be entitled to the
         benefits of the agreements of the Company contained in Subsec-
         tion 2.1(c) with respect to the Investor Nominees described in
         clause (i) of this sentence.  In computing the number of In-
         vestor Nominees, any fraction is to be rounded down to the
         nearest whole number.  At the time of the expiration of the
         Standstill Period or any Standstill Extension Term, if the Com-
         pany shall so request, Investor shall use its reasonable ef-
         forts to cause one or more then-serving Investor Nominees to
         resign from the Board such that there shall be no more Investor
         Nominees on the Board than the lesser of (x) two and (y) the
         same proportion of the total number of Directors as is repre-
         sented by the number of shares of Company Common Stock which
         Investor then owns relative to the outstanding Company Common
         Stock.

                   (b)  Investor will not name any person as an Investor
         Nominee if (i) such person is not reasonably experienced in
         business, financial or real estate matters, (ii) such person
         has been convicted of, or has pled nolo contendere to, a fel-
         ony, (iii) the election of such person would violate any law,
         or (iv) any event required to be disclosed pursuant to Item
<PAGE>







         401(f) of Regulation S-K of the 1934 Act has occurred with re-
         spect to such person.  Investor shall use its reasonable ef-
         forts to afford the independent directors of the Company a rea-
         sonable opportunity to meet any individual that Investor is
         considering naming as an Investor Nominee.

                   (c)  The Company will support the nomination of, and
         the Company's nominating committee (or any other committee ex-
         ercising a similar function) shall recommend to the Board, the
         election of each Investor Nominee to the Board, and the Company
         will exercise all authority under applicable law to cause each
         Investor Nominee to be elected to the Board.  Without limiting
         the generality of the foregoing, with respect to each meeting
         of shareholders of the Company at which Directors are to be
         elected, the Company shall use its reasonable efforts to so-
         licit from the shareholders of the Company eligible to vote in
         the election of Directors proxies in favor of any Investor Nom-
         inees.  

                   (d)  From and after the Shareholder Approval Date, if
         any, until the earlier of the 20% Termination Date, if any, and
         the expiration of the Standstill Period or any Standstill Ex-
         tension Term (other, in either case, as a result of an Early
         Termination Event), the total number of members of the Board
         shall not be less than eleven without the prior written consent
         of Investor, in its sole discretion. 

                   Section 2.2   Committee Representation; Subsidiary
         Boards.  (a)  During such time as Investor is entitled pursuant
         to Section 2.1(a) to have at least one Investor Nominee on the
         Board, unless Investor chooses not to exercise its rights under
         this Section 2.2(a), at least one Director who is an Investor
         Nominee shall serve on each of the audit committee, the nomi-
         nating committee, the compensation committee, the executive
         committee, any special committee(s) of the Board, and any other
         committees which shall be charged with exercising substantial
         authority on behalf of the Board (the foregoing, the "Key Com-
         mittees").  Notwithstanding the foregoing, if none of the Di-
         rectors who are Investor Nominees would be considered "inde-
         pendent" of the Company or "disinterested" (i) for purposes of
         any applicable rule of the New York Stock Exchange or any other
         securities exchange or other self-regulating organization (such
         as the National Association of Securities Dealers) requiring
         that members of the audit committee of the Board be independent
         of the Company, (ii) for purposes of any law or regulation that
         requires, in order to obtain or maintain favorable tax, securi-
         ties, corporate law or other material legal benefits with re-
         spect to any plan or arrangement for employee compensation or
         benefits, that the members of the committee of the Board
         charged with responsibility for such plan or arrangement be
<PAGE>







         "independent" of the Company or "disinterested", or (iii) for
         purposes of any special committee formed in connection with any
         transaction or potential transaction involving the Company and
         any of Investor, its Affiliates or any Group of which Investor
         is a member or such other transaction or potential transaction
         which would involve an actual or potential conflict of interest
         on the part of the Directors who are Investor Nominees, then a
         Director who is an Investor Nominee shall not be required to be
         appointed to any such committee; provided, however, that the
         committees of the Board shall be organized such that, to the
         extent practicable, the only items to be considered by a Key
         Committee on which no Director who is an Investor Nominee may
         serve will be those items which prevent the Director who is an
         Investor Nominee from serving on such Key Committee.  Any mem-
         bers of any Key Committee who are Investor Nominees shall, in
         the event of any vacancy in such membership, be replaced by a
         Director who is an Investor Nominee elected by a majority of
         the Directors who are Investor Nominees. 

                   (b)  During such time as Investor is entitled pursu-
         ant to Section 2.1(a) to have at least one Investor Nominee on
         the Board, unless Investor chooses not to exercise its rights
         under this Section 2.2(b), one individual designated by Inves-
         tor shall serve as a member of the board of directors or com-
         parable governing body of each Subsidiary of the Company, if
         any, that is a corporation or other person with a board of di-
         rectors or board of trustees.

                   Section 2.3   Vacancies.  In the event that any
         Investor Nominee shall cease to serve as a Director for any
         reason other than the fact that Investor no longer has a right
         to nominate a Director, as provided in Section 2.1(a), the
         vacancy resulting thereby shall be filled by an Investor
         Nominee designated by Investor; provided, however, that any
         Investor Nominee so designated shall satisfy the qualification
         requirements set forth in Section 2.1(b).  


                                    ARTICLE 3

                                Information Rights

                   Section 3.1  Strategic Advice; Operating
         Statements; Public Company Status.  (a)  From and after the
         Shareholder Approval Date, if any, until the 20% Termination
         Date, Buyer will from time to time, as reasonably requested by
         the Company, use reasonable efforts to make reasonably
         available to the Company the benefit of Buyer's market exper-
         tise, operating experience and research capabilities and will
         from time to time, as
<PAGE>







         reasonably requested by the Company, consult with and advise
         the Company on matters concerning:

                        (i)  business and operating strategy;

                       (ii)  financing and capital formation (including
                   advice regarding capital markets and structure,
                   method and timing of capital-rasing efforts);

                      (iii)  property acquisition strategy and acquisi-
                   tion opportunities with respect to Shopping Center
                   Properties in the Geographic Region of which Buyer
                   becomes aware; and

                       (iv)  investor relations; 

         provided, however, that nothing herein shall require Buyer to
         provide the Company with any information that may be subject to
         any obligation of confidentiality on Buyer's part.  Upon the
         reasonable request of the Company, Buyer further will provide
         to the Company any relevant market or economic research in its
         possession which is not readily available from third parties
         and which is not subject to any obligation of confidentiality
         on Buyer's part.  Buyer will be entitled to receive customary
         fees and expense reimbursement for its undertaking of any ac-
         tions contemplated by this Section 3.1(a), which fees and ex-
         penses will be agreed upon by Buyer and the Company in each
         instance.

                   (b)  From and after the Shareholder Approval Date, if
         any, until the 20% Termination Date, if any, the Company will:

                        (i)  deliver to Investor, as soon as practicable
                   after the end of each month or other reporting pe-
                   riod, any operating and financial statements and man-
                   agement reports (x) of the Company, and (y) of each
                   Subsidiary not consolidated with the Company, which
                   are regularly provided to the senior management of
                   the Company, each as, at and for the end of such
                   month or other reporting period, and such other
                   statements or reports as are reasonably requested by
                   Investor, all in such form as are prepared by the
                   Company for internal use by management (including, as
                   applicable, by e-mail); 

                       (ii)  deliver to Investor copies of all other
                   information distributed by the Company to the Board;
<PAGE>







                      (iii)  deliver to Investor, as promptly as practi-
                   cable following filing, a copy of each report, sched-
                   ule or other document filed by the Company pursuant
                   to the requirements of any federal or state securi-
                   ties laws (collectively, the "Securities Filings");
                   and

                       (iv)  continue to comply in all material respects
                   with the reporting requirements of Section 13 or
                   15(d) of the 1934 Act. 

                   (c)  The Company and Investor will afford one another
         a reasonable opportunity to review any Securities Filing, any
         other filing with a Government Authority and any press release
         or similar public announcement which refers to, describes or
         mentions such other party or any Affiliate of such other party
         prior to the time that such filing is filed with or sent to the
         applicable Government Authority or such announcement is dis-
         seminated.

                   Section 3.2  Advice of Actions.  From and after the
         Shareholder Approval Date, if any, until the 20% Termination
         Date, if any, without first having consulted with the represen-
         tative of Investor designated by Investor pursuant to this Sec-
         tion 3.2, the Company will not seek approval by the Board of
         any proposal, or enter into any definitive agreement, relating
         to:

                   (a)  the acquisition in a single transaction or group
              of related transactions, whether by merger, consolidation,
              purchase of stock or assets or other business combination,
              of any business or assets having a value in excess of
              $10,000,000;

                   (b)  the sale or disposal in a single transaction or
              group of related transactions of any assets, whether by
              merger, consolidation, sale of stock or assets or other
              business combination having a value in excess of
              $20,000,000;

                   (c)  the incurrence or issuance of indebtedness in a
              single transaction or group of related transactions, the
              entering into a guaranty, or the engagement in any other
              financing arrangement in excess of $20,000,000;

                   (d)  the annual operating budget for the Company;

                   (e)  a material change in the executive management of
              the Company;
<PAGE>







                   (f)  any new material agreements or arrangements with
              any members of the executive management of the Company; or

                   (g)  the issuance by the Company of capital stock of
              the Company or of options, rights or warrants or other
              commitments to purchase or securities convertible into (or
              exchangeable or redeemable for) shares of capital stock of
              the Company, or the issuance by a Subsidiary of any equity
              interests, other than, (i) to the Company or a wholly
              owned Subsidiary thereof, and (ii) to directors or employ-
              ees of the Company or a Subsidiary in connection with any
              employee benefit plan approved by the shareholders of the
              Company.  

         Notwithstanding the foregoing, the Company shall have no obli-
         gation to accept or comply with any advice offered by Investor
         or its designated representative in any consultation referred
         to in this Section 3.2.  The designated representative of In-
         vestor, for purposes of this Section 3.2, initially shall be
         Paul E. Szurek.  Investor shall provide the company with ten
         days prior written notice of any replacement of the designated
         representative.


                                    ARTICLE 4

                         Voting and Participation Rights

                   Section 4.1  Voting Rights.  Subject to the provi-
         sions of this Section 4.1, Investor may vote the shares of Com-
         pany Stock which it owns in its sole and absolute discretion.
         During the Standstill Period, if any, and any Standstill Exten-
         sion Term, Investor will vote all shares of Company Common
         Stock which it owns in one of the following two manners, at its
         option: (a) in accordance with the recommendation of the Board
         or (b) proportionally, in accordance with the votes of the
         other holders of Company Common Stock; provided, however, that
         Investor may vote all of the shares of Company Common Stock
         that it owns, in its sole and absolute discretion, with regard
         to (x) the election of the Investor Nominee(s) to the Board,
         (y) any amendment to the Company Charter or the By-laws of the
         Company which would reasonably be expected to materially ad-
         versely affect Investor, and (z) any Extraordinary Transaction
         submitted to a vote of the shareholders of the Company.  With
         regard to (i) any amendment to the Company Charter or the By-
         laws of the Company which would reasonably be expected to mate-
         rially adversely affect Investor, and (ii) any Extraordinary
         Transaction submitted to a vote of the stockholders of the Com-
         pany, Investor will vote all shares of Company Common Stock
         owned by it that represent ownership of in excess of 40% of the
<PAGE>







         outstanding shares of Company Common Stock, in one of the fol-
         lowing two manners, at its option: (x) in accordance with the
         recommendation of the Board, or (y) proportionally in ac-
         cordance with the votes of the other holders of Company Common
         Stock.  With regard to any Extraordinary Transaction submitted
         to a vote of the stockholders of the Company which requires the
         affirmative vote of holders of two-thirds of the shares of Com-
         pany Common Stock, Investor will vote all shares of Company
         Common Stock owned by it that represent ownership of in excess
         of 28% of the outstanding shares of Company Common Stock, in
         one of the following two manners, at its option: (x) in ac-
         cordance with the recommendation of the Board, or (y) propor-
         tionally in accordance with the votes of the other holders of
         Company Common Stock.

                   Section 4.2  Participation Rights.  (a)  Right to
         Participate.  From and after the date hereof until the 15% Ter-
         mination Date, if any, Investor shall be entitled to a par-
         ticipation right to purchase or subscribe for up to that number
         of additional shares of capital stock (including as "capital
         stock" for purposes of this Section 4.2, any security, option,
         warrant, call, commitment, subscription, right to purchase or
         other agreement of any character that is convertible into or
         exchangeable or redeemable for shares of capital stock of the
         Company or any Subsidiary (and all references in this Section
         4.2 to capital stock shall, as appropriate, be deemed to be
         references to any such securities), and also including addi-
         tional shares of capital stock to be issued pursuant to the
         conversion, exchange or redemption of any security, option,
         warrant, call, commitment, subscription, right to purchase or
         other agreement of any character that is convertible into or
         exchangeable or redeemable for shares of capital stock, as if
         the price at which such additional shares of capital stock is
         issued pursuant to any such conversion, exchange or redemption
         were the market price on the date of such issuance) to be is-
         sued or sold by the Company which represents the same propor-
         tion of the total number of shares of capital stock to be is-
         sued or sold by the Company (including the shares of capital
         stock to be issued to Investor upon exercise of its participa-
         tion rights hereunder; it being understood and agreed that the
         Company will accordingly be required to either increase the
         number of shares of capital stock to be issued or sold so that
         Investor may purchase additional shares to maintain its propor-
         tionate interest, or to reduce the number of shares of capital
         stock to be issued or sold to Persons other than Investor) as
         is represented by the number of shares of Company Common Stock
         owned by Investor prior to such sale or issuance (and including
         for this purpose any shares of Company Common Stock to be ac-
         quired pursuant to the Stock Purchase Agreement, but not yet
         issued) relative to the number of shares of Company Common
<PAGE>







         Stock outstanding prior to such sale or issuance (and including
         for this purpose any shares of Company Common Stock to be ac-
         quired pursuant to the Stock Purchase Agreement, but not yet
         issued) (but in no event, (i) more than 42.5% of the total num-
         ber of shares of capital stock to be issued or sold by the Com-
         pany at the first offering of shares of capital stock by the
         Company following the date on which the Remaining Equity Com-
         mitment (as such term is defined in the Stock Purchase Agree-
         ment) shall be zero, or, (ii) more than 37.5% of the total num-
         ber of shares of capital stock to be issued or sold by the Com-
         pany at all subsequent offerings); provided, however, that the
         provisions of this Section 4.2 shall not apply to (i) the issu-
         ance or sale by the Company of any of its capital stock issued
         to the Company or any of its Subsidiaries or pursuant to op-
         tions, rights or warrants or other commitments or securities in
         effect or outstanding on the date of the Stock Purchase Agree-
         ment, or (ii) the issuance of capital stock pursuant to the
         conversion, exchange or redemption of any other capital stock,
         and with respect to the original issuance of which other capi-
         tal stock Investor had and fully exercised participation rights
         pursuant to this Section 4.2, but shall, without limitation,
         apply to the issuance by the Company of any of its capital
         stock pursuant to benefit, option, stock purchase, or other
         similar plans or arrangements, including pursuant to or upon
         the exercise of options, rights, warrants, or other securities
         or agreements (including those issued pursuant to the Company's
         benefit plans), as if the price at which such capital stock is
         issued were the market price on the date of such issuance.

                   (b)  Notice.  In the event the Company proposes to
         issue or sell any shares of capital stock in a transaction giv-
         ing rise to the participation rights provided for in this Sec-
         tion, the Company shall send a written notice (the "Participa-
         tion Notice") to Investor setting forth the number of shares of
         such capital stock of the Company that the Company proposes to
         sell or issue, the price (before any commission or discount) at
         which such shares are proposed to be issued (or, in the case of
         an underwritten or privately placed offering in which the price
         is not known at the time the Participation Notice is given, the
         method of determining such price and an estimate thereof), and
         all other relevant information as to such proposed transaction
         as may be necessary for Investor to determine whether or not to
         exercise the rights granted in this Section.  At any time with-
         in 20 days after its receipt of the Participation Notice, In-
         vestor may exercise its participation rights to purchase or
         subscribe for shares of such shares of capital stock, as pro-
         vided for in this Section, by so informing the Company in writ-
         ing (an "Exercise Notice").  Each Exercise Notice shall state
<PAGE>







         the percentage of the proposed sale or issuance that the Inves-
         tor elects to purchase.  Each Exercise Notice shall be irre-
         vocable, subject to the conditions to the closing of the trans-
         action giving rise to the participation right provided for in
         this Section.

                   (c)  Abandonment of Sale or Issuance.  The Company
         shall have the right, in its sole discretion, at all times
         prior to consummation of any proposed sale or issuance giving
         rise to the participation right granted by this Section, to
         abandon, rescind, annul, withdraw or otherwise terminate such
         sale or issuance, whereupon all participation rights in respect
         of such proposed sale or issuance pursuant to this Section
         shall become null and void, and the Company shall have no li-
         ability or obligation to Investor or any Affiliate thereof who
         has acquired shares of Company Stock pursuant to the Stock Pur-
         chase Agreement or from Investor with respect thereto by virtue
         of such abandonment, rescission, annulment, withdrawal or ter-
         mination.

                   (d)  Terms of Sale.  The purchase or subscription by
         Investor or an Affiliate thereof, as the case may be, pursuant
         to this Section shall be on the same price and other terms and
         conditions, including the date of sale or issuance, as are ap-
         plicable to the purchasers or subscribers of the additional
         shares of capital stock of the Company whose purchases or sub-
         scriptions give rise to the participation rights, which price
         and other terms and conditions shall be substantially as stated
         in the relevant Participation Notice (which standard shall be
         satisfied if the price, in the case of a negotiated transac-
         tion, is not greater than 110% of the estimated price set forth
         in the relevant Participation Notice or, in the case of an un-
         derwritten or privately placed offering, is not greater than
         the greater of (i) 110% of the estimated price set forth in the
         relevant Participation Notice, and (ii) the most recent closing
         price on or prior to the date of the pricing of the offering);
         provided, however, that in the event the consideration to be
         received by the Company in connection with the issuance of
         shares of capital stock giving rise to participation rights
         hereunder is other than cash or cash equivalents, the price per
         share at which the participation rights may be exercised shall
         be the price per share set forth in the Participation Notice or
         determined in the manner set forth in the Participation Notice
         (which shall in either event be the price as set forth in the
         agreement pursuant to which such shares are to be issued, pro-
         vided that the consideration to be received therefor is valued
         based upon the fair market value thereof, as determined in good
         faith by the Company's independent directors, after consulta-
         tion with appropriate financial and legal advisors, or the
<PAGE>







         price determined in accordance with paragraph (a) of this Sec-
         tion 4.2); provided, further, however, that in the event the
         consideration to be received by the Company in connection with
         the issuance of shares of capital stock giving rise to partici-
         pation rights hereunder is other than cash or cash equivalents,
         and the fair market value of the consideration to be received
         is not determinable, the price per share at which the partici-
         pation rights may be exercised shall, (i) in the event that
         shares of capital stock with an established trading market are
         being issued or sold, be the average ten-day trailing market
         price of such shares as of the date of receipt of the Partici-
         pation Notice, and (ii) in the event any other shares of cap-
         ital stock are being issued or sold, be determined by reference
         to the amount set forth above, adjusted as may be appropriate
         to reflect the relationship between those shares of capital
         stock with an established trading market and those shares of
         capital stock to be issued in the relevant transaction; pro-
         vided, however, that if the consideration otherwise covered by
         the second proviso of this Section 4.2(d) is received in con-
         nection with a merger or consolidation by the Company, the
         price per share at which the participation rights may be exer-
         cised shall be the market value per share of Company Common
         Stock issued in respect of such merger or consolidation as of
         the date of the merger or consolidation agreement; and pro-
         vided, finally, that in the event the purchases or subscrip-
         tions giving rise to the participation rights are effected by
         an offering of securities registered under the 1933 Act and in
         which offering it is not legally permissible for the securities
         to be purchased by Investor to be included, such securities to
         be purchased by Investor will be purchased in a concurrent pri-
         vate placement. 

                   (e)  Timing of Sale.  If, with respect to any Par-
         ticipation Notice, Investor fails to deliver an Exercise Notice
         within the requisite time period, the Company shall have 120
         days after the expiration of the time in which the Exercise
         Notice is required to be delivered in which to sell not more
         than 110% of the number of shares of capital stock of the Com-
         pany described in the Participation Notice (plus, in the event
         such shares are to be sold in an underwritten public offering,
         an additional number of shares of capital stock of the Company,
         not in excess of 15% of 110% of the number of shares of capital
         stock of the Company described in the Participation Notice, in
         respect of any underwriters overallotment option) and not less
         than 90% of the number of shares of capital stock of the Com-
         pany described in the Participation Notice on terms not more
         favorable to the purchaser than were set forth in the Partici-
         pation Notice.  If, at the end of 120 days following the expi-
         ration of the time in which the Exercise Notice is required to
<PAGE>







         be delivered, the Company has not completed the sale or is-
         suance of capital stock of the Company in accordance with the
         terms described in the Participation Notice (or at a price
         which is at least 90% of the estimated price set forth in the
         Participation Notice), or in the event of any contemplated sale
         or issuance within such 120-day period but outside such price
         parameters, the Company shall again be obligated to comply with
         the provisions of this Section with respect to, and provide the
         opportunity to participate in, any proposed sale or issuance of
         shares of capital stock of the Company; provided, however, that
         notwithstanding the foregoing, if the price at which such capi-
         tal stock is to be sold in an underwritten offering (or a pri-
         vately placed offering in which the price is not less than 97%
         of the most recent closing price at the time of the pricing of
         the offering) is not at least 90% of the estimated price set
         forth in the Participation Notice, the Company may inform In-
         vestor of such fact and Investor shall be entitled to elect, by
         written notice delivered within two Business Days following
         such notice from the Company, to participate in such offering
         in accordance with the provisions of this Section 4.2.


                                    ARTICLE 5

                              Standstill Provisions

                   Section 5.1  Standstill Periods.  (a)  Subject to
         the provisions of the following sentence, the "Standstill
         Period" shall be the period commencing on the Shareholder
         Approval Date, if any, and ending on the earlier of (x) the
         fifth anniversary of the date thereof, and (y) the earliest of:

                   (i)  the occurrence of any event of default on the
              part of the Company or any Subsidiary under any debt
              agreements, instruments, or arrangements which event of
              default would reasonably be expected to result in a Mate-
              rial Adverse Effect and, in the case of a non-monetary
              event of default, which event of default cannot be, or is
              not, cured by the Company within the applicable cure pe-
              riod under such debt agreement, instrument or arrangement;

                  (ii)  the acquisition by any person or Group other
              than Investor or any Affiliate thereof or any person or
              Group acting in concert with or at the direction or re-
              quest of the Investor or any Affiliate thereof of Benefi-
              cial Ownership of more than 9.8% of the voting power of
              the outstanding shares of Voting Securities (any such
              shares acquired in excess of such 9.8%, the "Excess
<PAGE>







              Shares"), unless (x) the Excess Shares are at or im-
              mediately following their acquisition deprived of all vot-
              ing rights pursuant to limitations on ownership of shares
              contained in the Company Charter, as in effect at the rel-
              evant time, or in any other legal, valid and enforceable
              agreement, plan or other right in effect as such time, or
              (y) provided the Excess Shares represent no more than 5.2%
              of the voting power of the outstanding Voting Securities,
              the Company, no later than the earlier of (aa) sixty days
              after the date of such acquisition, and (bb) the record
              date for the first meeting of shareholders after such
              record date, has caused such person or Group to cease, or
              such person or Group otherwise ceases, having Beneficial
              Ownership of the Excess Shares;

                 (iii)  any person or Group having a number of Directors
              on the Board, or having the right or power to elect a num-
              ber of Directors on the Board, equal to or greater than
              the number of Directors to which Investor is entitled;

                  (iv)  the authorization by the Company or the Board or
              any committee thereof (with all Investor Nominees abstain-
              ing or voting against) of the solicitation of offers or
              proposals or indications of interest with respect to any
              merger, consolidation, other business combination, liqui-
              dation, sale of the Company or all or substantially all of
              the assets of the Company or any other change of control
              of the Company or similar extraordinary transaction, but
              excluding any merger, consolidation or other business com-
              bination in which the Company is the surviving and acquir-
              ing corporation and in which the businesses or assets so
              acquired do not, or would not reasonably be expected to,
              have a value greater than 50% of the assets of the Company
              prior to such merger, consolidation or other business com-
              bination (any of the foregoing, a "Covered Transaction");

                   (v)  the written submission by any person or Group
              other than Investor or any Affiliate thereof of a proposal
              to the Company (including to the Board or any agent, rep-
              resentative or Affiliate of the Company) with respect to,
              or otherwise expressing an interest in pursuing, a Covered
              Transaction; provided, however, that the Standstill Period
              shall not terminate pursuant to this Section 5.1(a)(v) if,
              as soon as practicable after receipt of any such proposal,
              the Board determines that such proposal is not in the best
              interest of the Company and its shareholders and for so
              long as the Board continues to reject such proposal as a
              result of such determination;
<PAGE>







                  (vi)  in connection with any actual or proposed Cov-
              ered Transaction, the removal of any rights plan, provi-
              sions of the Company Charter relating to staggered terms
              of office for directors, provisions of the Company Charter
              or the By-laws of the Company relating to supermajority
              voting of the Company's shareholders, "excess share" pro-
              visions of the Company Charter or the By-laws of the Com-
              pany, or any other similar arrangements, agreements, com-
              mitments or provisions in the Company Charter or the By-
              laws of the Company which would reasonably be expected to
              impede the consummation of such actual or proposed Covered
              Transaction by action of any Government Authority, the
              Board, the shareholders of the Company or otherwise, or,
              whether or not in connection with any actual or proposed
              Covered Transaction, any modification, amendment, waiver
              or repeal of the ownership restrictions in Article 5 of
              the Company Charter (except as may be necessary to allow
              any acquisition of Company Stock that would not constitute
              an Early Termination Event under Section 5.1(a)(ii));

                 (vii)  any breach by the Company of the Stock Purchase
              Agreement which is neither cured nor desisted from within
              30 days of receipt of written notice of such breach and
              which would reasonably be expected to materially adversely
              affect Investor or cause a Material Adverse Effect; 

                (viii)  any breach of this Agreement by the Company
              which is neither cured nor desisted from within 30 days of
              receipt of written notice of such breach and which would
              reasonably be expected to materially adversely affect In-
              vestor or cause a Material Adverse Effect; 

                  (ix)  any violation of any Corporate Action Covenant;
              or  

                   (x)  any exercise of a conversion right with respect
              to shares of Class B Common Stock effected at a time or in
              circumstances in which the Percentage Limit (as such term
              is defined in the Articles of Amendment to Articles of
              Incorporation of the Company, filed on December 20, 1995)
              is for any reason not applicable, ineffective or waived.

                   Any event set forth in subsection (i), (ii), (iii),
         (iv), (v), (vi), (vii), (viii), (ix) or (x) of this Section
         5.1(a) shall be an "Early Termination Event."

                   (b)  If the Standstill Period shall not have been
         terminated prior to the fifth anniversary of the date hereof,
         the Standstill Period and any Standstill Extension Term shall
         automatically be extended for successive one-year periods (each
<PAGE>







         such period, a "Standstill Extension Term"), unless, in the
         case of each Standstill Extension Term, Investor provides to
         the Company written notice at least 270 days prior to the com-
         mencement of such Standstill Extension Term, that such Stand-
         still Extension Term and all further Standstill Extension Terms
         are cancelled.  Any Standstill Extension Term will be termi-
         nated upon the earlier of (i) the first anniversary thereof,
         and (ii) the occurrence of an Early Termination Event.

                   Section 5.2  Restrictions During Standstill Period
         and Standstill Extension Term.  (a)  During the Standstill Pe-
         riod, if any, and any Standstill Extension Term (and, with re-
         spect only to the provisions of subsection (ii) hereof, also at
         any other time when Investor owns more than 15% of the then
         outstanding shares of Company Common Stock, on a fully diluted
         basis), Investor will not, will cause each of its controlled
         Affiliates not to, and will use its reasonable best efforts to
         cause each of its other Affiliates not to, directly or indi-
         rectly:

                   (i)  act in concert with any other person or Group by
              becoming a member of a 13D Group, other than any 13D Group
              comprised exclusively of Investor and one or more of its
              Affiliates;

                  (ii)  sell, transfer, pledge or otherwise dispose of
              (collectively, "Transfer") any shares of Company Common
              Stock except for:  (v) Transfers made in compliance with
              the requirements of Rule 144 of the 1933 Act, (w) Trans-
              fers pursuant to negotiated transactions with third par-
              ties, provided, however, that no such Transfer which would
              result in the applicable transferee having beneficial own-
              ership of more than 9.8% of the Company Stock shall occur
              unless (A) the Company, in its sole discretion, approves
              such Transfer, and (B) the transferee acknowledges that it
              is subject to the provisions of Article 5 of this Agree-
              ment to which Investor is subject, (x) Transfers pursuant
              to or in accordance with the Registration Rights Agreement
              or otherwise in a public offering, (y) Transfers to one or
              more Affiliates of Investor who agree to be bound by the
              terms and conditions of this Agreement and who satisfy the
              ownership criteria in the definition of "Investor", and
              (z) Transfers to a bona fide financial institution for the
              purpose of securing bona fide indebtedness of any Inves-
              tor; provided, that no such Transfer shall result in the
              bona fide financial institution having beneficial owner-
              ship of more than 9.8% of the Company Stock unless such
              bona fide financial institution acknowledges that it is
              subject to the provisions of Article 5 of this Agreement
              to which Investor is subject;
<PAGE>







                 (iii)  purchase or otherwise acquire shares of Company
              Common Stock (or options, rights or warrants or other com-
              mitments to purchase and securities convertible into (or
              exchangeable or redeemable for) shares of Company Common
              Stock) as a result of which, after giving effect to such
              purchase or acquisition, Investor and its Affiliates will
              Beneficially Own more than 45% of the outstanding shares
              of Company Common Stock, on a fully diluted basis;

                  (iv)  solicit, encourage or propose to effect or nego-
              tiate any Covered Transaction other than pursuant to the
              Stock Purchase Agreement;

                   (v)  solicit, initiate, encourage or participate in
              any "solicitation" of "proxies" or become a "participant"
              in any "election contest" (as such terms are defined or
              used in Regulation 14A under the 1934 Act, disregarding
              clause (iv) of Rule 14a-1(l)(2) and including an exempt
              solicitation pursuant to Rule 14a-2(b)(1)); call, or in
              any way encourage or participate in a call for, any spe-
              cial meeting of shareholders of the Company (or take any
              action with respect to acting by written consent of the
              shareholders of the Company); request, or take any action
              to obtain or retain any list of holders of any securities
              of the Company; or initiate or propose any shareholder
              proposal or participate in or encourage the making of, or
              solicit shareholders of the Company for the approval of,
              one or more shareholder proposals; provided, however, that
              Investor shall not be prohibited from communicating with a
              securityholder who is engaged in any "solicitation" of
              "proxies" or who is a "participant" in any "election con-
              test";

                  (vi)  seek representation on the Board or a change in
              the composition or size of the Board other than as permit-
              ted by Article 2;

                 (vii)  Transfer any capital stock of Buyer or any capi-
              tal stock of any Affiliate of Buyer that owns Company Com-
              mon Stock, or cause Buyer or any such Affiliate thereof to
              Transfer any options, warrants, convertible securities or
              other similar rights to acquire any capital stock of Buyer
              or any such Affiliate thereof; provided, however, that no
              such Transfer shall be prohibited if after giving effect
              thereto the Beneficial Owner of such shares of Company
              Common Stock satisfies the ownership criteria in the defi-
              nition of "Investor"; and provided, further, that no
              Transfers to a bona fide financial institution for the
              purpose of securing bona fide indebtedness of any Investor
              shall be prohibited hereby; 
<PAGE>







                (viii)  request the Company or any of its directors,
              officers, employees or agents to amend or waive any provi-
              sions of this Section 5.2 or Section 5.2 of the Company
              Charter or seek to challenge the legality or effect
              thereof; or

                  (ix)  assist, advise, encourage or act in concert with
              any person with respect to, or seek to do, any of the
              foregoing.

                   (b)  At such time as the restrictions on the activi-
         ties of Investor contained in Section 5.2(a), 5.2(b) or 5.4
         take effect, such restrictions shall supercede any restrictions
         on the activities of Investor contained in the Confidentiality
         Agreement, dated May 10, 1995, by and between Investor and the
         Company whereupon all such restrictions set forth in said Con-
         fidentiality Agreement shall cease to apply.

                   Section 5.3  Investments in Shopping Center Proper-
         ties and Purchases of Interests in Shopping Center Companies.
         (a)  Subject to the provisions of the following sentence, and
         excluding transactions which are the subject of paragraph (b)
         of this Section, from and after the date hereof until the ear-
         lier of (i) the date, if any, on which shareholders of the Com-
         pany vote upon and fail to approve the transactions contem-
         plated by the Stock Purchase Agreement, (ii) the six-month an-
         niversary of the date hereof if a meeting at which the share-
         holders of the Company are asked to vote upon the transactions
         contemplated by the Stock Purchase Agreement shall not have oc-
         curred on or prior to such six-month anniversary date, and
         (iii) the 20% Termination Date, if any, Investor and any other
         person of which Investor is the direct or indirect general
         partner or as to which Investor has the direct or indirect
         right or power to elect a majority of the board of directors or
         other governing body or otherwise controls (but subject, in the
         case of any person other than Investor, to the fiduciary duties
         of such person or its general partner, board of directors or
         other governing body) (any such person, an "Investor Restricted
         Person") shall not, and Investor shall use its reasonable best
         efforts to cause Security Capital Group Incorporated ("SCGI")
         and any person of which SCGI is the direct or indirect general
         partner or as to which SCGI has the direct or indirect right or
         power to elect a majority of the board of directors or other
         governing body or otherwise controls (but subject, in the case
         of any person other than Investor, to the fiduciary duties of
         such person or its general partner, board of directors or other
         governing body) (SCGI and any such person, an "SCGI Restricted
         Person") not to, directly or indirectly, own, purchase, develop
         or otherwise acquire, directly or indirectly, any grocery-
         store, drugstore, or general merchandise discount-store (such
<PAGE>







         as Wal-Mart, K-Mart, Target, TJ Maxx, Steinmart or similar
         store) anchored shopping center under 250,000 square feet of
         leasable area located in the Geographic Region (a "Shopping
         Center Property", and not including within the meaning of such
         defined term any enclosed regional or urban mall or other simi-
         lar shopping facility).  Notwithstanding the foregoing, Inves-
         tor, any Investor Restricted Person or any SCGI Restricted Per-
         son may own, purchase, or otherwise acquire, directly or indi-
         rectly, any Shopping Center Properties if the investment in the
         Shopping Center Properties is incidental to an investment made
         by Investor, such Investor Restricted Person or such SCGI Re-
         stricted Person which investment is not primarily related to
         Shopping Center Properties; it being understood and agreed that
         any acquisition of real estate properties in which Shopping
         Center Properties constitute 30% or less of the purchase price
         of all of the real estate properties acquired shall be consid-
         ered an investment in which the Shopping Center Properties ac-
         quired are incidental to an investment which is not primarily
         related to Shopping Center Properties; provided, however, that
         if Investor, any Investor Restricted Person or any SCGI Re-
         stricted Person determines to make such a permitted investment,
         Investor, such Investor Restricted Person or such SCGI Re-
         stricted Person shall afford the Company a period of 20 day
         after receipt of written notice from Investor describing the
         material terms of the proposed investment, in which to provide
         Investor, such Investor Restricted Person or such SCGI Re-
         stricted Person, as applicable, written notice that it elects
         to purchase the Shopping Center Properties constituting a part
         of such investment (subject to customary due diligence and
         other closing conditions); in the event Investor, such Investor
         Restricted Person or such SCGI Restricted Person thereafter
         makes such investment and the price and other terms are not
         less favorable to the Company than those set forth in the no-
         tice of material terms delivered to the Company, the Company
         shall promptly acquire the Shopping Center Properties included
         therein, at the price allocated to such Shopping Center Proper-
         ties in the purchase agreement entered into by Investor, the
         Investor Restricted Person or the SCGI Restricted Person, as
         the case may be, in respect of such acquisition and otherwise
         on terms substantially similar to the terms of Investor's, the
         Investor Restricted Person's or SCGI Restricted Person's acqui-
         sition of such properties; provided, further, that if Investor,
         an Investor Restricted Person or an SCGI Restricted Person
         shall have made such a purchase, including the Shopping Center
         Properties therein, and if Investor, an Investor Restricted or
         an SCGI Restricted Person should thereafter, but prior to the
         20% Termination Date, determine to sell any Shopping Center
         Properties so purchased, Investor, such Investor Restricted
         Person or such SCGI Restricted Person shall inform the Company
         of such fact, and the Company shall have 20 days in which to
<PAGE>







         give Investor, such Investor Restricted Person or such SCGI Re-
         stricted Person written notice that it desires to purchase such
         Shopping Center Properties; such notice shall set forth the
         terms on which the Company is prepared to effect such purchase;
         Investor, such Investor Restricted Person or such SCGI Re-
         stricted Person shall be free to accept such offer, or to oth-
         erwise dispose of such Shopping Center Properties, but shall in
         no event dispose of such Shopping Center Properties on terms
         materially less favorable to Investor, such Investor Restricted
         Person or such SCGI Restricted Person without first again af-
         fording the Company the opportunity to purchase such Shopping
         Center Properties. 

                   (b)  From and after the date hereof until the earlier
         of (i) the date, if any, on which shareholders of the Company
         vote upon and fail to approve the transactions contemplated by
         the Stock Purchase Agreement, (ii) the six-month anniversary of
         the date hereof if a meeting at which the shareholders of the
         Company are asked to vote upon the transactions contemplated by
         the Stock Purchase Agreement shall not have occurred on or
         prior to such six-month anniversary date, and (iii) the 20%
         Termination Date, if any, Investor and any Investor Restricted
         Person shall not, and Investor shall use its reasonable best
         efforts to cause all SCGI Restricted Persons not to, purchase
         or otherwise acquire equity securities, or options, warrants,
         calls, purchase rights, subscription rights, conversion rights,
         exchange rights or similar rights to purchase or otherwise ac-
         quire equity securities, representing 9% or more of the equity
         interest of any person, other than the Company, if (i) such
         person's principal business activity is the acquisition, devel-
         opment or ownership for rental purposes of Shopping Center
         Properties, (ii) more than 25% of such person's assets are
         Shopping Center Properties (but not including as Shopping Cen-
         ter Property assets for such purpose any indebtedness secured
         directly or indirectly by Shopping Center Properties), or (iii)
         more than 25% of such person's revenues are derived from the
         purchase, development or ownership of Shopping Center Proper-
         ties (any such person, a "Shopping Center Company"); provided,
         however, that Investor, any Investor Restricted Person or any
         SCGI Restricted Person shall be entitled to purchase or other-
         wise acquire less than 9% of the equity interest of a Shopping
         Center Company only if no Investor, Investor Restricted Person
         or SCGI Restricted Person shall be represented on (or have the
         right to nominate representatives to) the board of directors or
         similar governing body or shall participate in the management,
         of such Shopping Center Company.

                   (c)  The provisions of this Section 5.3 shall not
         restrict Investor, any Investor Restricted Person or any SCGI
         Restricted Person from, directly or indirectly, (w) providing
<PAGE>







         debt financing for Shopping Center Properties or investing in,
         owning or acquiring a mortgage REIT or other person substan-
         tially all of whose business consists of making mortgage loans
         on Shopping Center Properties and other real estate assets, (x)
         in connection with the activities described in clause (w), ac-
         quiring or owning any Shopping Center Properties through fore-
         closure on mortgages or similar instruments or other realiza-
         tion on security, or (y) the ownership of any REIT convertible
         debt which is passively held and unaccompanied by representa-
         tion on the board of directors or participation in management
         and which is held by a person of which none of Investor, any
         Investor Restricted Person or any SCGI Restricted Person di-
         rectly or indirectly Beneficially Owns 20% or more of the out-
         standing economic or voting interest.

                   (d)  Notwithstanding any contrary provision herein,
         the provisions of this Section 5.3 shall not go into effect
         unless and until the transactions contemplated by the Stock
         Purchase Agreement shall have been approved by the holders of
         the requisite number of shares of Company Stock at a duly
         called and held meeting of shareholders of the Company at which
         meeting a quorum is present (such approval, the "Shareholder
         Approval").

                   Section 5.4  Notice to Company.  From and after the
         Shareholder Approval Date, if any, until the expiration of the
         Standstill Period or any Standstill Extension Period, if Inves-
         tor wishes to sell pursuant to subsection 5.2(a)(ii)(v), (w) or
         (x) any shares of Company Common Stock, Investor shall give the
         Company 15 days' prior written notice of such proposed sale,
         setting forth the number of shares of Company Common Stock that
         Investor proposes to sell, the expected timing of the proposed
         sale, and the expected selling price of such sale, in order to
         enable the Company to make an offer to purchase such shares.
         During the period described in the preceding sentence, Investor
         shall also notify the Company if Investor reaches a formal
         board-level decision to sell shares of Company Common Stock
         representing more than 2% of the then outstanding shares of
         Company Common Stock.

                   Section 5.5  Compliance with Insider Trading
         Policy.  For as long as Investor Beneficially Owns any shares
         of Company Common Stock, Investor will, and will use its com-
         mercially reasonable efforts to cause its directors, officers,
         employees, agents, and representatives to, comply with the
         written policy of the Company reasonably designed to prevent
         violations of insider trading and similar laws.  It is
         understood and agreed that no such policy existed as of the
         date of the Stock Purchase Agreement, and that prior to the
         adoption or amendment of any such policy to which Investor will
         be subject (including
<PAGE>







         any such policy proposed to be adopted following the date of
         the Stock Purchase Agreement and prior to the date hereof, and
         to which Investor would become subject by virtue hereof), the
         Company will consult with Investor, and will not adopt or amend
         any such policy, nor will Investor be subject to any such
         policy, without the written consent of Investor, which consent
         will not be unreasonably withheld. 

                   Section 5.6  Compliance with Section 5.2 of the
         Company Charter.  For as long as Investor Beneficially Owns any
         shares of Company Common Stock (unless the Standstill Period or
         any Standstill Extension Term is terminated by any of the ac-
         tions set forth in Section 5.1(a)(iv), (v) or (vi) (or unless
         any such action occurs following the termination of the Stand-
         still Period or any Standstill Extension Term) or by any other
         willful action by the Company which constitutes an Early Termi-
         nation Event (or would constitute an Early Termination Event
         during the Standstill Period or any Standstill Extension
         Term)), Investor and each Investor Restricted Person will, and
         Investor will use its reasonable best efforts to cause the SCGI
         Restricted Persons to, comply with Section 5.2 of the Company
         Charter and will not seek to challenge the legality or effect
         thereof.

                   Section 5.7  Investment Company Matters.  From and
         after the Shareholder Approval Date, if any, until the 20% Ter-
         mination Date, if any, Investor shall use its reasonable best
         efforts to not be or become an "investment company" or an en-
         tity "controlled" by an "investment company", as such terms are
         defined in the Investment Company Act of 1940, as amended.  

                   Section 5.8  Waiver of Restrictions and Limits.
         Provided that Shareholder Approval is obtained, subject to the
         provisions of the third sentence of this Section 5.8, the Com-
         pany shall take all actions, including by providing any nec-
         essary exemptions from or amendments to (A) any restrictions or
         limits contained in Article 5 of the Company Charter or (B) any
         agreement or instrument which governs ownership of shares of
         Company Stock by any person, necessary to permit Investor to
         Beneficially Own up to and including the greater of (i) 45% of
         the outstanding shares of Company Common Stock and (ii) the
         percentage which represents the number of shares of Company
         Common Stock purchased pursuant to the Stock Purchase Agreement
         relative to the outstanding shares of Company Common Stock.  If
         any third party shall be given the right to Beneficially Own
         more than 45% of the outstanding shares of Company Common
         Stock, the Company shall take all actions (including by provid-
         ing the foregoing exemptions and amendments) to waive any and
         all restrictions or limits on Investor provided that such
         waiver does not result in the disqualification of the Company
<PAGE>







         as a REIT.  From and after the 15% Termination Date, if any,
         the Company shall take all actions, including by providing any
         necessary exemptions from or amendments to (A) any restrictions
         or limits contained in Article 5 of the Company Charter or (B)
         any agreement or instrument which governs ownership of shares
         of Company Stock by any person, necessary to permit Investor to
         Beneficially Own up to and including 15% of the outstanding
         shares of Company Common Stock, but shall not be required to
         take any action to permit Investor to Beneficially Own more
         than 15% of the outstanding shares of Company Common Stock.
         From and after the first date on which Investor does not own at
         least 9.8% of the outstanding shares of Company Common Stock,
         if any, the Company shall take all actions, including by pro-
         viding any necessary exemptions from or amendments to (A) the
         ownership limits contained in Article 5 of the Company Charter
         or (B) any agreement or instrument which governs ownership of
         shares of Company Stock by any person, necessary to permit In-
         vestor to Beneficially Own up to and including 9.8% of the out-
         standing shares of Company Common Stock, but shall not be re-
         quired to take any action to permit Investor to Beneficially
         Own more than 9.8% of the outstanding shares of Company Common
         Stock.  Notwithstanding the foregoing, Investor or the Company
         may at any time acquire Beneficial Ownership of the securities
         of such other party or its Affiliates to the extent permitted
         by applicable law and the provisions of the organizational
         documents of such party or its Affiliates, as applicable, and
         other agreements from time to time governing the ownership of
         such securities.

                   Section 5.9  REIT Qualification.  From and after
         the Shareholder Approval Date until the 15% Termination Date,
         Investor shall annually inform the Company whether Investor be-
         lieves, and shall otherwise from time to time, as reasonably
         requested by the Company, reasonably cooperate (including by
         providing such information and documentation as may be reason-
         ably requested by the Company) with the Company to enable the
         Company to determine whether, any person which would be treated
         as an "individual" for purposes of Section 542(a)(2) of the
         Code (as modified by Section 856(h) of the Code) owns or would
         be considered to own (taking into account the ownership at-
         tribution rules under Section 544 of the Code, as modified by
         Section 856(h) of the Code) in excess of 9.8% of the value of
         the outstanding equity interest in Investor. 
<PAGE>







                                    ARTICLE 6

                      Limitations on Corporate Actions, Etc.

                   Section 6.1  Limitations on Corporate Actions.  (a)
         The Company agrees that from and after the Shareholder Approval
         Date, until the earlier of (i) the termination of the Stand-
         still Period or any Standstill Extension Term or (ii) the 20%
         Termination Date, if any, it will not, and will not permit any
         of its Subsidiaries to:

                        (A)  incur total consolidated indebtedness
                   for money borrowed (including for this purpose
                   any indebtedness evidenced by notes, debentures,
                   bonds or other similar instruments, or secured
                   by any lien on any property or asset, all obli-
                   gations issued or assumed as the deferred pur-
                   chase price of property, conditional sale obli-
                   gations, obligations under any title retention
                   agreement (but excluding trade accounts payable
                   and other accrued current liabilities arising in
                   the ordinary course of business), obligations
                   under letters of credit, or similar credit
                   transactions, and obligations which are required
                   to be accounted for as capital leases) in an
                   amount in excess of 60% of the gross book value
                   of the consolidated book assets of the Company
                   (excluding any minority interests not convert-
                   ible into interests in the Company) before de-
                   preciation and amortization, unless the viola-
                   tion of such ratio is cured within 30 days of
                   its occurrence;

                        (B)  cause or permit the sum of (w) stocks,
                   securities, partnership interests or any similar
                   investments or instruments of or in any other
                   Person, (x) assets held other than directly by
                   the Company, (y) loans made by the Company to a
                   Subsidiary, or loans made by a Subsidiary to the
                   Company, and (z) assets managed by Persons other
                   than employees of the Company (excluding reten-
                   tion of a third party manager that is desisted
                   prior to the fifth day immediately preceding the
                   end of the calendar quarter in which it arises
                   and provided that any asset managed by a third
                   party shall be considered a passive asset to be
                   included in the calculations pursuant to Section
                   6.1(b)), to, at any time constitute more than
                   30%, at cost, of the consolidated assets owned
                   by the Company;
<PAGE>







                        (C)  have at any time prior to June 1,
                   1997, more than 15%, and at all other times,
                   more than 10%, at cost, of its consolidated as-
                   sets in property types other than Shopping Cen-
                   ter Properties or land suitable and intended for
                   development of Shopping Center Properties; pro-
                   vided, however, that for purposes of this sub-
                   section (C) of Section 6.1(a), Shopping Center
                   Properties shall include any grocery-, drug- or
                   general merchandise discount-store anchored
                   shopping center under 350,000 square feet of
                   leasable area located in the Geographic Region; 

                        (D)  in the case of the Company, (1) termi-
                   nate its eligibility for treatment as a real
                   estate investment trust, as defined in the Code,
                   or (2) take any action or fail to take any ac-
                   tion which would reasonably be expected to,
                   alone or in conjunction with any other factors,
                   result in the loss of such eligibility, unless
                   in the case of a failure to take action, such
                   action is taken within thirty days; or 

                        (E)  except as permitted or required by any
                   agreements or commitments existing as of the
                   date of the Stock Purchase Agreement and dis-
                   closed to Investor pursuant thereto, own any
                   interest in any partnership unless the Company
                   is the sole managing general partner of such
                   partnership.

                   (b)  from and after Shareholder Approval Date, until
         the first date, if any, following the date on which the Remain-
         ing Equity Commitment shall have been reduced to zero on which
         Investor's ownership of Company Common Stock shall have been
         below 20% by value of the actually outstanding shares of Com-
         pany Common Stock for a continuous period of 180 days (or if
         Investor's ownership of Company Common Stock shall, following
         the date on which the Remaining Equity Commitment shall have
         been reduced to zero, have fallen below 20% by value of the
         actually outstanding shares of Company Common Stock as a result
         of a Transfer by Investor of Company Common Stock or a failure
         of Investor to exercise its rights under Section 4.2 during the
         60 days immediately prior to the expiration of such 180-day
         period, if any such rights are exercisable during such period,
         to the extent necessary to (and provided that it shall be pos-
         sible by such exercise to) raise its ownership of the actually
         outstanding Company Common Stock above such 20% threshold, then
         until such Transfer or failure to exercise its rights under
         Section 4.2, as the case may be), the Company 
<PAGE>







                   (i)  will not, without the prior written consent of
              Investor, either take any action that would cause, or fail
              to take any action which failure would cause, (A) the per-
              centage of the Company's consolidated gross income that is
              considered "passive income" (within the meaning of Section
              1296(a)(1) of the Code, and computed using the assumptions
              and conventions set forth in Schedule 6.1(c) hereto, to-
              gether with such modifications thereto as Investor shall
              advise the Company in writing are necessary as a result of
              the promulgation of regulations, rulings, or other formal
              or informal administrative guidance clarifying existing
              law or a change in existing law or interpretations there-
              of) to exceed 30%, or (B) the average percentage of the
              Company's assets (by value, computed as of the end of ev-
              ery calendar quarter) held during any taxable year which
              produce passive income or which are held for the produc-
              tion of passive income (as such terms are used in Section
              1296(a)(2) of the Code and computed using the assumptions
              and conventions set forth in Schedule 6.1(c) hereto, to-
              gether with such modifications thereto as Investor shall
              advise the Company in writing are necessary as a result of
              the promulgation of regulations, rulings, or other formal
              or informal administrative guidance clarifying existing
              law or a change in existing law or interpretations there-
              of) to exceed 30%; and 

                  (ii)  will otherwise consider in good faith sugges-
              tions made by Investor as to the structure of the opera-
              tions of the Company and its Subsidiaries in order to per-
              mit Investor or any shareholder of Investor to avoid being
              classified as a "passive foreign investment company" under
              the Code.

         The agreements of the Company set forth in subsections (a) and
         (b) of this Section 6.1, and Sections 6.3, 6.4 and 6.6 shall be
         the "Corporate Action Covenants."

                   Section 6.2  Provision of Information.  For as long
         as Investor Beneficially Owns any shares of Company Stock, the
         Company will provide to Investor all information and documenta-
         tion requested by Investor, and will cooperate with Investor as
         requested, as may be necessary for Investor to perform the cal-
         culations to be made in connection with and to meet the docu-
         mentation requirements pursuant to Sections 1291 through 1297
         of the Code, as may be amended from time to time, and any suc-
         cessor provisions thereto, and as may otherwise be reasonably
         necessary in connection with any other record keeping or re-
         porting laws, rules or regulations (including all such informa-
         tion, documentation and cooperation as is necessary to enable
         Investor to (1) file any Tax Returns it is required to file and
<PAGE>







         (2) to determine and document its status, income, asset mix and
         other relevant items with respect to the Passive Foreign In-
         vestment Company provisions of the Code).  

                   Section 6.3  Compliance with Conflicts of Interest
         Policy.  Promptly following the date hereof, the Company shall,
         subject to the reasonable consent and approval of Investor,
         adopt policies typical of publicly traded companies relating to
         transactions with affiliates and potential conflicts of in-
         terest (such policies, together with the Affiliate Arrange-
         ments, as modified or amended from time to time with the con-
         sent of Investor, collectively, the "Conflict of Interest Poli-
         cies").  From and after the date of adoption of such Conflict
         of Interest Policies until the 20% Termination Date, (x) the
         Company will, and will cause its Subsidiaries to, comply with
         and enforce such Conflict of Interest Policies, and (y) Inves-
         tor will comply with the Conflict of Interest Policies; pro-
         vided, however, that the provisions of this Agreement, the
         Stock Purchase Agreement and the Registration Rights Agreement
         and the transactions contemplated hereby and thereby shall not
         be limited, amended or modified in any way by, and shall govern
         in the event of a conflict with, the Conflict of Interest Poli-
         cies; provided further that no Conflict of Interest Policy
         shall in any way discriminate or differentiate among any Af-
         filiates of the Company. 

                   Section 6.4  Maintenance of Affiliate and Joint
         Venture Arrangements.  From and after the date hereof until the
         20% Termination Date, if any, (x) the Company will, and will
         cause its Subsidiaries to, comply with, enforce and keep in
         effect each of the Affiliate Arrangements, and (y) the Company
         will not, and will cause its Subsidiaries not to, (A) modify,
         amend or waive any provision contained in any Affiliate Ar-
         rangement without the prior written consent of Investor, in its
         sole discretion, or (B) materially expand or increase, or per-
         mit to be materially expanded or increased, the scope, type or
         quantity of activities performed, or transactions entered into,
         by Village Common Shopping Center, a Florida limited partner-
         ship, Regency Ocean East Partnership, Ltd., a Florida limited
         partnership, or RRC Operating Partnership of Georgia, L.P., a
         Georgia limited partnership, or (C) enter into new joint ven-
         ture, partnership or similar arrangements with third parties,
         or (D) directly or indirectly, own, purchase, develop,  or oth-
         erwise acquire or finance any Shopping Center Property in con-
         junction with any Affiliate which is not a wholly owned Subsid-
         iary of the Company or otherwise in a joint venture with any
         such party, in each case, without the prior written consent of
         Investor, in its sole discretion, provided that in the case of
         the proposed joint venture arrangement with WLD Enterprises,
<PAGE>







         Ltd. regarding the Deerfield Beach shopping center, Investor
         shall not unreasonably withhold its consent.

                   Section 6.5  Sales of Assets.  From and after the
         date hereof until the 15% Termination Date, if any, the Company
         will, and will cause its Subsidiaries to, use its reasonable
         efforts, consistent with prudent management of the Company's
         properties and assets in the interest of the Company's share-
         holders, to dispose of properties or assets through tax de-
         ferred exchanges which exchanges will defer any capital gains
         distributions to shareholders of the Company.  In the event it
         is expected that any capital gains distributions are to be
         made, the Company will endeavor to provide Investor with such
         advance notice thereof as may be practicable.

                   Section 6.6  Investments in Shopping Center Proper-
         ties and Purchases of Interests in Shopping Center Companies.
         (a)  Subject to the provisions of the following sentence, and
         excluding transactions which are the subject of paragraph (b)
         of this Section, from and after the date hereof until the ear-
         lier of (i) the date, if any, on which shareholders of the Com-
         pany vote upon and fail to approve the transactions contem-
         plated by the Stock Purchase Agreement, and (ii) the 20% Termi-
         nation Date, if any, TRG and any other person of which TRG is
         the direct or indirect general partner or as to which TRG has
         the direct or indirect right or power to elect a majority of
         the board of directors or other governing body or otherwise
         controls (any such person, a "TRG Restricted Person") shall
         not, directly or indirectly, own, purchase, develop or oth-
         erwise acquire, directly or indirectly, any Shopping Center
         Property.  Notwithstanding the foregoing, TRG or any TRG Re-
         stricted Person may own, purchase, or otherwise acquire, di-
         rectly or indirectly, any Shopping Center Properties if the in-
         vestment in the Shopping Center Properties is incidental to an
         investment made by TRG or such TRG Restricted Person which in-
         vestment is not primarily related to Shopping Center Proper-
         ties; it being understood and agreed that any acquisition of
         real estate properties in which Shopping Center Properties con-
         stitute 30% or less of the purchase price of all of the real
         estate properties acquired shall be considered an investment in
         which the Shopping Center Properties acquired are incidental to
         an investment which is not primarily related to Shopping Center
         Properties; provided, however, that if TRG or any TRG Re-
         stricted Person determines to make such a permitted investment,
         TRG or such TRG Restricted Person shall afford the Company a
         period of 20 day after receipt of written notice from TRG de-
         scribing the material terms of the proposed investment, in
         which to provide TRG or such TRG Restricted Person, as applica-
         ble, written notice that it elects to purchase the Shopping
<PAGE>







         Center Properties constituting a part of such investment (sub-
         ject to customary due diligence and other closing conditions);
         in the event TRG or such TRG Restricted Person thereafter makes
         such investment and the price and other terms are not less fa-
         vorable to the Company than those set forth in the notice of
         material terms delivered to the Company, the Company shall
         promptly acquire the Shopping Center Properties included
         therein, at the price allocated to such Shopping Center Proper-
         ties in the purchase agreement entered into by TRG or the TRG
         Restricted Person, as the case may be, in respect of such ac-
         quisition and otherwise on terms substantially similar to the
         terms of TRG's or the TRG Restricted Person's acquisition of
         such properties; provided, further, that if TRG or a TRG Re-
         stricted Person shall have made such a purchase, including the
         Shopping Center Properties therein, and if TRG or a TRG Re-
         stricted Person should thereafter, but prior to the 20% Ter-
         mination Date, determine to sell any Shopping Center Properties
         so purchased, TRG or such TRG Restricted Person shall inform
         the Company of such fact, and the Company shall have 20 days in
         which to give TRG or such TRG Restricted Person written notice
         that it desires to purchase such Shopping Center Properties;
         such notice shall set forth the terms on which the Company is
         prepared to effect such purchase; TRG or such TRG Restricted
         Person shall be free to accept such offer, or to otherwise dis-
         pose of such Shopping Center Properties, but shall in no event
         dispose of such Shopping Center Properties on terms materially
         less favorable to TRG or such TRG Restricted Person without
         first again affording the Company the opportunity to purchase
         such Shopping Center Properties. 

                   (b) From and after the date hereof until the earlier
         of (i) the date, if any, on which shareholders of the Company
         vote upon and fail to approve the transactions contemplated by
         the Stock Purchase Agreement, and (ii) the 20% Termination
         Date, if any, TRG and any TRG Restricted Person shall not pur-
         chase or otherwise acquire equity securities, or options, war-
         rants, calls, purchase rights, subscription rights, conversion
         rights, exchange rights or similar rights to purchase or other-
         wise acquire equity securities, representing 9% or more of the
         equity interest of any person, other than the Company, if such
         person is a Shopping Center Company; provided, however, that
         TRG or any TRG Restricted Person shall be entitled to purchase
         or otherwise acquire less than 9% of the equity interest of a
         Shopping Center Company only if no TRG or TRG Restricted Person
         shall be represented on (or have the right to nominate repre-
         sentatives to) the board of directors or similar governing body
         or shall participate in the management, of such Shopping Center
         Company.
<PAGE>







                   (c)  The provisions of this Section 6.6 shall not
         restrict TRG or any TRG Restricted Person from, directly or
         indirectly, (w) providing debt financing for Shopping Center
         Properties or investing in, owning or acquiring a mortgage REIT
         or other person substantially all of whose business consists of
         making mortgage loans on Shopping Center Properties and other
         real estate assets, (x) in connection with the activities de-
         scribed in clause (w), acquiring or owning any Shopping Center
         Properties through foreclosure on mortgages or similar instru-
         ments or other realization on security, or (y) the ownership of
         any REIT convertible debt which is passively held and unac-
         companied by representation on the board of directors or par-
         ticipation in management and which is held by a person of which
         none of TRG or any TRG Restricted Person directly or indirectly
         Beneficially Owns 20% or more of the outstanding economic or
         voting interest.

                   (d)  Each of the Company and Investor shall be en-
         titled to the benefits of the provisions contained in this Sec-
         tion 6.6. 


                                    ARTICLE 7

                                  Miscellaneous

                   Section 7.1  Counterparts.  This Agreement may be
         executed in one or more counterparts, all of which shall be
         considered one and the same agreement, and shall become effec-
         tive when one or more counterparts have been signed by each of
         the parties and delivered to the other party.  Copies of exe-
         cuted counterparts transmitted by telecopy, telefax or other
         electronic transmission service shall be considered original
         executed counterparts for purposes of this Section, provided
         receipt of copies of such counterparts is confirmed.

                   Section 7.2  Governing Law.  THIS AGREEMENT SHALL
         BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
         STATE OF FLORIDA WITHOUT REFERENCE TO THE CHOICE OF LAW PRIN-
         CIPLES THEREOF.

                   Section 7.3  Entire Agreement.  This Agreement (in-
         cluding agreements incorporated herein) and the Schedules and
         Exhibits hereto contain the entire agreement between the par-
         ties with respect to the subject matter hereof and there are no
         agreements, understandings, representations or warranties be-
         tween the parties other than those set forth or referred to
         herein.  This Agreement is not intended to confer upon any per-
         son not a party hereto (and their successors and assigns) any
         rights or remedies hereunder.
<PAGE>







                   Section 7.4  Expenses.  Except as set forth in the
         Stock Purchase Agreement, all legal and other costs and ex-
         penses incurred in connection with this Agreement and the tran-
         sactions contemplated hereby shall be paid by the party incur-
         ring such costs and expenses.  Without limiting the foregoing,
         the Company shall pay all costs and expenses incurred in con-
         nection with the solicitation of votes of shareholders of the
         Company to approve the transactions contemplated by the Stock
         Purchase Agreement.

                   Section 7.5  Notices.  All notices and other com-
         munications hereunder shall be sufficiently given for all pur-
         poses hereunder if in writing and delivered personally, sent by
         documented overnight delivery service or, to the extent receipt
         is confirmed, telecopy, telefax or other electronic transmis-
         sion service to the appropriate address or number as set forth
         below.  Notices to the Company shall be addressed to:

                        Regency Realty Corporation
                        121 West Forsyth Street, Suite 200
                        Jacksonville, Florida  32202
                        Attention:  Martin E. Stein, Jr. 
                        Telecopy Number:  (904) 634-3428 

                   with a copy to:

                        Foley & Lardner
                        Greenleaf Building
                        200 Laura Street
                        Jacksonville, Florida  32202
                        Attention:  Charles E. Commander III, Esq.
                        Telecopy Number:  (904) 359-8700

         or at such other address and to the attention of such other
         person as the Company may designate by written notice to Inves-
         tor.  Notices to Investor shall be addressed to:

                        Security Capital Holdings S.A.
                        69, route d'Esch
                        L-2953 Luxembourg
                        Attention:  Paul E. Szurek
                        Telecopy Number:  (352) 4590-3331
<PAGE>







                   with a copy to:

                        Wachtell, Lipton, Rosen & Katz
                        51 West 52nd Street
                        New York, New York  10019
                        Attention:  Adam O. Emmerich, Esq.
                        Telecopy Number:  (212) 403-2000

                   Section 7.6  Successors and Assigns.  This
         Agreement shall be binding upon and inure to the benefit of the
         parties hereto and their respective successors.  Neither party
         shall be permitted to assign any of its rights hereunder to any
         third party, except that any Investor shall be permitted to
         assign its rights hereunder to any other person who would
         satisfy the criteria in the definition of "Investor" which
         agrees to be bound by this Agreement. 

                   Section 7.7  Headings.  The Section, Article and
         other headings contained in this Agreement are inserted for
         convenience of reference only and will not affect the meaning
         or interpretation of this Agreement.  All references to Sec-
         tions or Articles contained herein mean Sections or Articles of
         this Agreement unless otherwise stated.

                   Section 7.8  Amendments and Waivers.  This Agree-
         ment may not be modified or amended except by an instrument or
         instruments in writing signed by the party against whom en-
         forcement of any such modification or amendment is sought.  Any
         party hereto may, only by an instrument in writing, waive com-
         pliance by another party hereto with any term or provision
         hereof on the part of such other party hereto to be performed
         or complied with.  The waiver by any party hereto of a breach
         of any term or provision hereof shall not be construed as a
         waiver of any subsequent breach.

                   Section 7.9  Interpretation; Absence of Presump-
         tion.  (a)  For the purposes hereof, (i) words in the singular
         shall be held to include the plural and vice versa and words of
         one gender shall be held to include the other gender as the
         context requires, (ii) the terms "hereof", "herein", and "here-
         with" and words of similar import shall, unless otherwise
         stated, be construed to refer to this Agreement as a whole (in-
         cluding all of the Schedules and Exhibits hereto) and not to
         any particular provision of this Agreement, and Article, Sec-
         tion, paragraph, Schedule and Exhibit references are to the
         Articles, Sections, paragraphs, Schedules and Exhibits to this
         Agreement unless otherwise specified, (iii) the word "includ-
         ing" and words of similar import when used in this Agreement
         shall mean "including, without limitation," unless the context
         otherwise requires or unless otherwise specified, (iv) the word
         "or" shall not be
<PAGE>







         exclusive, and (v) provisions shall apply, when appropriate, to
         successive events and transactions.

                   (b)  This Agreement shall be construed without regard
         to any presumption or rule requiring construction or interpre-
         tation against the party drafting or causing any instrument to
         be drafted.

                   Section 7.10  Severability.  Any provision hereof
         which is invalid or unenforceable shall be ineffective to the
         extent of such invalidity or unenforceability, without affect-
         ing in any way the remaining provisions hereof.

                   Section 7.11  Further Assurances.  The Company and
         Investor agree that, from time to time, each of them will, and
         will cause their respective Affiliates to, execute and deliver
         such further instruments and take such other action as may be
         necessary to carry out the purposes and intents hereof.

                   Section 7.12  Specific Performance.  The Company and
         Investor each acknowledge that, in view of the uniqueness of
         arrangements contemplated by this Agreement, the parties hereto
         would not have an adequate remedy at law for money damages in
         the event that this Agreement were not performed in accordance
         with its terms, and therefore agree that the parties hereto
         shall be entitled to specific enforcement of the terms hereof
         in addition to any other remedy to which the parties hereto may
         be entitled at law or in equity.

                   Section 7.13  Investor Breach.  In the event
         Investor shall have breached (i) its obligation to effect a
         purchase of Company Common Stock pursuant to the Stock Purchase
         Agreement which breach is neither cured nor desisted from
         within 30 days of receipt of written notice of such breach, or
         (ii) any of its obligations under this Agreement which breach
         is neither cured nor desisted from within 30 days of receipt of
         written notice of such breach and which would reasonably be
         expected to materially adversely affect the Company, the
         Company shall no longer be required to perform any of its
         obligations hereunder.  

                   Section 7.14  Confidentiality.  Investor agrees that
         all information provided to Investor or any of its representa-
         tives pursuant to this Agreement shall be kept confidential,
         and Investor shall not (x) disclose such information to any
         persons other than the directors, officers, employees, finan-
         cial advisors, legal advisors, accountants, consultants and
         affiliates of Investor who reasonably need to have access to
         the confidential information and who are advised of the confi-
         dential nature of such information or (y) use such information
<PAGE>







         in a manner which would be detrimental to the Company; pro-
         vided, however, the foregoing obligation of Investor shall not
         (a) relate to any information that (i) is or becomes generally
         available other than as a result of unauthorized disclosure by
         Investor or by persons to whom Investor has made such informa-
         tion available, (ii) is or becomes available to Investor on a
         non-confidential basis from a third party that is not, to
         Investor's knowledge, bound by any other confidentiality agree-
         ment with the Company, or (b) prohibit disclosure of any infor-
         mation if required by law, rule, regulation, court order or
         other legal or governmental process.

                   Section 7.15  Public Releases and Announcements.
         The Company agrees that until the 20% Termination Date, it
         shall endeavor to provide to Investor advance copies of, or, in
         the case of oral announcements, advance notice of, any public
         release or announcement concerning the Company to be issued,
         released or made by the Company or any of its Affiliates, in
         each case, if possible, at least one Business Day prior to such
         release or announcement. 

                   IN WITNESS WHEREOF, this Agreement has been signed by
         or on behalf of each of the parties hereto as of the day first
         above written.

                                       REGENCY REALTY CORPORATION 



                                       By:                              
                                          Name:  Martin E. Stein, Jr.           
                                          Title:   President



                                       SECURITY CAPITAL HOLDINGS S.A.



                                       By:                              
                                          Name:  Paul E. Szurek
                                          Title:   Managing Director



                                       SECURITY CAPITAL U.S. REALTY 



                                       By:                              
                                          Name:  Paul E. Szurek
                                          Title:   Managing Director



                                       THE REGENCY GROUP, INC.  



                                       By:                              
                                          Name:  Martin E. Stein, Jr.
                                          Title:   
<PAGE>







                                                          EXHIBIT E

                      PROPOSED AMENDMENT TO COMPANY CHARTER


                   The Amended and Restated Articles of Incorporation of
         the Company are hereby amended by deleting Article 5 thereof in
         its entirety, and inserting in lieu thereof the following: 


                                    "ARTICLE 5

                                 REIT PROVISIONS

              Section 5.1  Definitions.  For the purposes of this Ar-
         ticle 5, the following terms shall have the following meanings:

                   (a)  "Acquire" shall mean the acquisition of Benefi-
              cial Ownership of shares of Capital Stock by any means
              including, without limitation, acquisition pursuant to the
              exercise of any option, warrant, pledge or other security
              interest or similar right to acquire shares, but shall not
              include the acquisition of any such rights, unless, as a
              result, the acquirer would be considered a Beneficial
              Owner as defined below.  The term "Acquisition" shall have
              the correlative meaning.

                   (b)  "Actual Owner" shall mean, with respect to any
              Capital Stock, that Person who is required to include in
              its gross income any dividends paid with respect to such
              Capital Stock.

                   (c)  "Beneficial Ownership" shall mean ownership of
              Capital Stock by a Person who would be treated as an owner
              of such shares of Capital Stock, either directly or
              indirectly, under Section 542(a)(2) of the Code, taking
              into account for this purpose (i) constructive ownership
              determined under Section 544 of the Code, as modified by
              Section 856(h)(1)(B) of the Code (except where expressly
              provided otherwise); and (ii) any future amendment to the
              Code which has the effect of modifying the ownership rules
              under Section 542(a)(2) of the Code.  The terms "Benefi-
              cial Owner," "Beneficially Owns" and "Beneficially Owned"
              shall have the correlative meanings.

                   (d)  "Code" shall mean the Internal Revenue Code of
              1986, as amended.  In the event of any future amendments
              to the Code involving the renumbering of Code sections,
              the Board of Directors may, in its sole discretion, deter-
              mine that any reference to a Code section herein shall
              mean the successor Code section pursuant to such amend-
              ment.
<PAGE>







                   (e)  "Constructive Ownership" shall mean ownership of
              Capital Stock by a Person who would be treated as an owner
              of such Capital Stock, either directly or constructively,
              through the application of Section 318 of the Code, as
              modified by Section 856(d)(5) of the Code.  The terms
              "Constructive Owner', "Constructively Owns" and "Construc-
              tively Owned" shall have the correlative meanings.

                   (f)  "Existing Holder" shall mean any of The Regency
              Group, Inc., MEP, Ltd., and The Regency Group II, Ltd.
              (and any Person who is a Beneficial Owner of Capital Stock
              as a result of attribution of the Beneficial Ownership
              from any of the Persons previously identified) who at the
              opening of business on the date after the Initial Public
              Offering was the Beneficial Owner of Capital Stock in ex-
              cess of the Ownership Limit; and any Person who Acquires
              Beneficial Ownership from another Existing Holder, except
              by Acquisition on the open market, so long as, but only so
              long as, such Person Beneficially Owns Capital Stock in
              excess of the Ownership Limit.

                   (g)  "Existing Holder Limit" for an Existing Holder
              shall mean, initially, the percentage by value of the out-
              standing Capital Stock Beneficially Owned by such Existing
              Holder at the opening of business on the date after the
              Initial Public Offering, and after any adjustment pursuant
              to Section 5.8 hereof, shall mean such percentage of the
              outstanding Capital Stock as so adjusted; provided, how-
              ever, that the Existing Holder Limit shall not be a per-
              centage which is less than the Ownership Limit or in
              excess of 9.8%.  Beginning with the date after the Initial
              Public Offering, the Secretary of the Corporation shall
              maintain and, upon request, make available to each
              Existing Holder, a schedule which sets forth the then
              current Existing Holder Limits for each Existing Holder.

                   (h)  "Initial Public Offering" means the closing of
              the sale of shares of Common Stock pursuant to the
              Corporation's first effective registration statement for
              such Common Stock filed under the Securities Act of 1933,
              as amended.

                   (i)  "Non-U.S. Person" shall mean any Person who is
              not (i) a citizen or resident of the United States, (ii) a
              partnership created or organized in the United States or
              under the laws of the United States or any state therein
              (including the District of Columbia), (iii) a corporation
              created or organized in the United States or under the
              laws of the United States or any state therein (including
              the District of Columbia), or (iv) any estate or trust
<PAGE>







              (other than a foreign estate or foreign trust, within the
              meaning of Section 7701(a)(31) of the Code).  

                   (j)  "Ownership Limit" shall initially mean 7% by
              value of the outstanding Capital Stock of the Corporation,
              and after any adjustment as set forth in Section 5.9,
              shall mean such greater percentage (but not greater than
              9.8%) by value of the outstanding Capital Stock as so ad-
              justed.

                   (k)  "Person" shall mean an individual, corporation,
              partnership, estate, trust (including a trust qualified
              under Section 401(a) or 501(c)(17) of the Code), a portion
              of a trust permanently set aside for or to be used exclu-
              sively for the purposes described in Section 642(c) of the
              Code, association, private foundation within the meaning
              of Section 509(a) of the Code, joint stock company or
              other entity, and also includes a group as that term is
              used for purposes of Section 13(d)(3) of the Securities
              Exchange Act of 1934, as amended; but does not include an
              underwriter retained by the Company which participates in
              a public offering of the Capital Stock for a period of 90
              days following the purchase by such underwriter of the
              Capital Stock, provided that ownership of Capital Stock by
              such underwriter would not result in the Corporation being
              "closely held" within the meaning of Section 856(h) of the
              Code and would not otherwise result in the Corporation
              failing to quality as a REIT.

                   (l)  "REIT" shall mean a real estate investment trust
              under Section 856 of the Code.

                   (m)  "Redemption Price" shall mean the lower of (i)
              the price paid by the transferee from whom shares are be-
              ing redeemed and (ii) the average of the last reported
              sales price, regular way, on the New York Stock Exchange
              of the relevant class of Capital Stock on the ten trading
              days immediately preceding the date fixed for redemption
              by the Board of Directors, or if the relevant class of
              Capital Stock is not then traded on the New York Stock
              Exchange, the average of the last reported sales prices,
              regular way, of such class of Capital Stock (or, if sales
              prices, regular way, are not reported, the average of the
              closing bid and asked prices) on the ten trading days im-
              mediately preceding the relevant date as reported on any
              exchange or quotation system over which the Capital Stock
              may be traded, or if such class of Capital Stock is not
              then traded over any exchange or quotation system, then
<PAGE>







              the price determined in good faith by the Board of Direc-
              tors of the Corporation as the fair market value of such
              class of Capital Stock on the relevant date.  

                   (n)  "Related Tenant Owner" shall mean any Construc-
              tive Owner who also owns, directly or indirectly, an in-
              terest in a Tenant, which interest is equal to or greater
              than (i) 10% of the combined voting power of all classes
              of stock of such Tenant, (ii) 10% of the total number of
              shares of all classes of stock of such Tenant, or (iii) if
              such Tenant is not a corporation, 10% of the assets or net
              profits of such Tenant.

                   (o)  "Related Tenant Limit" shall mean 9.8% by value
              of the outstanding Capital Stock of the Corporation.

                   (p)  "Restriction Termination Date" shall mean the
              first day after the date of the Initial Public Offering on
              which the Corporation determines pursuant to Section 5.13
              that it is no longer in the best interest of the Corpora-
              tion to attempt to, or continue to, qualify as a REIT.

                   (q)  "Special Shareholder" shall mean any of (i)
              Security Capital U.S. Realty, Security Capital Holdings
              S.A. and any Affiliate (as such term is defined in the
              Stockholders Agreement) of Security Capital U.S. Realty or
              Security Capital Holdings S.A., (ii) any Investor (as such
              term is defined in Section 5.2 of the Stockholders
              Agreement), (iii) any bona fide financial institution to
              whom Capital Stock is Transferred in connection with any
              bona fide indebtedness of any Investor or any Person
              previously identified, (iv) any Person who is considered a
              Beneficial Owner of Capital Stock as a result of the
              attribution of Beneficial Ownership from any of the
              Persons previously identified and (v) any one or more
              Persons who Acquire Beneficial Ownership from a Special
              Shareholder, except by Acquisition on the open market.

                   (r)  "Special Shareholder Limit" for a Special Share-
              holder shall mean, initially, 45% in the aggregate by
              value of the outstanding shares of Capital Stock of the
              Corporation and after any adjustment pursuant to Section
              5.8 shall mean the percentage of the outstanding Capital
              Stock as so adjusted; provided, however, that if any
              Person and its Affiliates (taken as a whole), other than
              the Special Shareholder, shall directly or indirectly own
              in the aggregate more than 45% by value of the outstanding
              shares of Capital Stock of the Corporation, the definition
              of "Special Shareholder Limit" shall be revised in
              accordance with Section 5.8 of the Stockholders Agreement.
<PAGE>







              Notwithstanding the foregoing provisions of this
              definition, if, as the result of any Special Shareholder's
              ownership (taking into account for this purpose construc-
              tive ownership under Section 544 of the Code, as modified
              by Section 856(h)(1)(B) of the Code) of shares of Capital
              Stock, any Person who is an individual within the meaning
              of Section 542(a)(2) of the Code (taking into account the
              ownership attribution rules under Section 544 of the Code,
              as modified by Section 856(h) of the Code) and who is the
              Beneficial Owner of any interest in a Special Shareholder
              would be considered to Beneficially Own more than 9.8% of
              the outstanding shares of Capital Stock, then unless such
              individual reduces his or her interest in the Special
              Shareholder so that such Person no longer Beneficially
              Owns more than 9.8% of the outstanding shares of Capital
              Stock, the Special Shareholder Limit shall be reduced to
              such percentage as would result in such Person not being
              considered to Beneficially Own more than 9.8% of the
              outstanding Shares of Capital Stock.  Notwithstanding any-
              thing contained herein to the contrary, in no event shall
              the Special Shareholder Limit be reduced below the Owner-
              ship Limit.  At the request of the Special Shareholders,
              the Secretary of the Corporation shall maintain and, upon
              request, make available to each Special Shareholder a
              schedule which sets forth the then current Special
              Shareholder Limits for each Special Shareholder.

                   (s)  "Stock Purchase Agreement" shall mean that Stock
              Purchase Agreement dated as of June __, 1996, by and among
              the Corporation, Security Capital Holdings S.A., and Secu-
              rity Capital U.S. Realty, as the same may be amended from
              time to time.

                   (t)  "Stockholders Agreement" shall mean that Stock-
              holders Agreement dated as of           , 1996, by and
              among the Corporation, Security Capital Holdings S.A., and
              Security Capital U.S. Realty, as the same may be amended
              from time to time.

                   (u)  "Tenant" shall mean any tenant of (i) the Corpo-
              ration, (ii) a subsidiary of the Corporation which is
              deemed to be a "qualified REIT subsidiary" under Section
              856(i)(2) of the Code, or (iii) a partnership in which the
              Corporation or one or more of its qualified REIT subsid-
              iaries is a partner.

                   (v)  "Transfer" shall mean any sale, transfer, gift,
              assignment, devise, or other disposition of Capital Stock
              or the right to vote or receive dividends on Capital Stock
              (including (i) the granting of any option or entering into
<PAGE>







              any agreement for the sale, transfer or other disposition
              of Capital Stock or the right to vote or receive dividends
              on the Capital Stock or (ii) the sale, transfer, assign-
              ment or other disposition or grant of any securities or
              rights convertible or exchangeable for Capital Stock),
              whether voluntarily or involuntarily, whether of record or
              Beneficially, and whether by operation of law or other-
              wise; provided, however, that any bona fide pledge of
              Capital Stock shall not be deemed a Transfer until such
              time as the pledgee effects an actual change in ownership
              of the pledged shares of Capital Stock.

              Section 5.2.  Restrictions on Transfer.  Except as pro-
         vided in Section 5.11 and Section 5.16, during the period com-
         mencing at the Initial Public Offering:

                   (a)  No Person (other than an Existing Holder or a
              Special Shareholder) shall Beneficially Own Capital Stock
              in excess of the Ownership Limit, no Existing Holder shall
              Beneficially Own Capital Stock in excess of the Existing
              Holder Limit for such Existing Holder and no Special
              Shareholder shall Beneficially Own Capital Stock in excess
              of the Special Shareholder Limit.

                   (b)  No Person shall Constructively Own Capital Stock
              in excess of the Related Tenant Limit for more than thirty
              (30) days following the date such Person becomes a Related
              Tenant Owner.  

                   (c)  Any Transfer that, if effective, would result in
              any Person (other than an Existing Holder or a Special
              Shareholder) Beneficially Owning Capital Stock in excess
              of the Ownership Limit shall be void ab initio as to the
              Transfer of such Capital Stock which would be otherwise
              Beneficially Owned by such Person in excess of the Owner-
              ship Limit, and the intended transferee shall Acquire no
              rights in such Capital Stock.

                   (d)  Any Transfer that, if effective, would result in
              any Existing Holder Beneficially Owning Capital Stock in
              excess of the applicable Existing Holder Limit shall be
              void ab initio as to the Transfer of such Capital Stock
              which would be otherwise Beneficially Owned by such Exist-
              ing Holder in excess of the applicable Existing Holder
              Limit, and such Existing Holder shall Acquire no rights in
              such Capital Stock.

                   (e)  Any Transfer that, if effective, would result in
              any Special Shareholder Beneficially Owning Capital Stock
              in excess of the applicable Special Shareholder Limit
<PAGE>







              shall be void ab initio as to the Transfer of such Capital
              Stock which would be otherwise Beneficially Owned by such
              Special Shareholder in excess of the applicable Special
              Shareholder Limit, and such Special Shareholder shall Ac-
              quire no rights in such Capital Stock.

                   (f)  Any Transfer that, if effective, would result in
              any Related Tenant Owner Constructively Owning Capital
              Stock in excess of the Related Tenant Limit shall be void
              ab initio as to the Transfer of such Capital Stock which
              would be otherwise Constructively Owned by such Related
              Tenant Owner in excess of the Related Tenant Limit, and
              the intended transferee shall Acquire no rights in such
              Capital Stock.

                   (g)  Any Transfer that, if effective, would result in
              the Capital Stock being beneficially owned by less than
              100 Persons (within the meaning of Section 856(a)(5) of
              the Code) shall be void ab initio as to the Transfer of
              such Capital Stock which would be otherwise beneficially
              owned by the transferee, and the intended transferee shall
              Acquire no rights in such Capital Stock.

                   (h)  Any Transfer that, if effective, would result in
              the Corporation being "closely held" within the meaning of
              Section 856(h) of the Code shall be void ab initio as to
              the portion of any Transfer of the Capital Stock which
              would cause the Corporation to be "closely held" within
              the meaning of Section 856(h) of the Code, and the in-
              tended transferee shall Acquire no rights in such Capital
              Stock.

                   (i)  Any other Transfer that, if effective, would
              result in the disqualification of the Corporation as a
              REIT by virtue of actual, Beneficial or Constructive Own-
              ership of Capital Stock shall be void ab initio as to such
              portion of the Transfer resulting in the disqualification,
              and the intended transferee shall Acquire no rights in
              such Capital Stock.

              Section 5.3.  Remedies for Breach.

                   (a)  If the Board of Directors or a committee thereof
         shall at any time determine in good faith that a Transfer has
         taken place that falls within the scope of Section 5.2 or that
         a Person intends to Acquire Beneficial Ownership of any shares
         of the Corporation that would result in a violation of Section
         5.2 (whether or not such violation is intended), the Board of
         Directors or a committee thereof shall take such action as it
<PAGE>







         or they deem advisable to refuse to give effect to or to pre-
         vent such Transfer, including, but not limited to, refusing to
         give effect to such Transfer on the books of the Corporation or
         instituting proceedings to enjoin such Transfer, subject, how-
         ever, in all cases to the provisions of Section 5.16.

                   (b)  Without limitation to Sections 5.2 and 5.3(a),
         any purported transferee of shares Acquired in violation of
         Section 5.2 and any Person retaining shares in violation of
         Section 5.2(b) shall be deemed to have acted as agent on behalf
         of the Corporation in holding those shares Acquired or retained
         in violation of Section 5.2 and shall be deemed to hold such
         shares in trust on behalf of and for the benefit of the Corpo-
         ration.  Such shares shall be deemed a separate class of stock
         until such time as the shares are sold or redeemed as provided
         in Section 5.3(c).  The holder shall have no right to receive
         dividends or other distributions with respect to such shares,
         and shall have no right to vote such shares.  Such holder shall
         have no claim, cause of action or any other recourse whatsoever
         against any transferor of shares Acquired in violation of Sec-
         tion 5.2.  The holder's sole right with respect to such shares
         shall be to receive, at the Corporation's sole and absolute
         discretion, either (i) consideration for such shares upon the
         resale of the shares as directed by the Corporation pursuant to
         Section 5.3(c) or (ii) the Redemption Price pursuant to Section
         5.3(c).  Any distribution by the Corporation in respect of such
         shares Acquired or retained in violation of Section 5.2 shall
         be repaid to the Corporation upon demand.

                   (c)  The Board of Directors shall, within six months
         after receiving notice of a Transfer or Acquisition that
         violates Section 5.2 or a retention of shares in violation of
         Section 5.2(b), either (in its sole and absolute discretion,
         subject to the requirements of Florida law applicable to
         redemption) (i) direct the holder of such shares to sell all
         shares held in trust for the Corporation pursuant to Section
         5.3(b) for cash in such manner as the Board of Directors
         directs or (ii) redeem such shares for the Redemption Price in
         cash on such date within such six month period as the Board of
         Directors may determine.  If the Board of Directors directs the
         holder to sell the shares, the holder shall receive such
         proceeds as the trustee for the Corporation and pay the
         Corporation out of the proceeds of such sale (i) all expenses
         incurred by the Corporation in connection with such sale, plus
         (ii) any remaining amount of such proceeds that exceeds the
         amount paid by the holder for the shares, and the holder shall
         be entitled to retain only the amount of such proceeds in
         excess of the amount required to be paid to the Corporation.
<PAGE>







              Section 5.4.  Notice of Restricted Transfer.  Any Person
         who Acquires, attempts or intends to Acquire, or retains shares
         in violation of Section 5.2 shall immediately give written no-
         tice to the Corporation of such event and shall provide to the
         Corporation such other information as the Corporation may re-
         quest in order to determine the effect, if any, of such Trans-
         fer, attempted or intended Transfer, or retention, on the
         Corporation's status as a REIT.

              Section 5.5.  Owners Required to Provide Information.
         From the date of the Initial Public Offering and prior to the
         Restriction Termination Date:

                   (a)  Every shareholder of record of more than 5% by
              value (or such lower percentage as required by the Code or
              the regulations promulgated thereunder) of the outstanding
              Capital Stock of the Corporation shall, within 30 days
              after December 31 of each year, give written notice to the
              Corporation stating the name and address of such record
              shareholder, the number and class of shares of Capital
              Stock Beneficially Owned by it, and a description of how
              such shares are held; provided that a shareholder of
              record who holds outstanding Capital Stock of the Corpora-
              tion as nominee for another Person, which Person is re-
              quired to include in its gross income the dividends re-
              ceived on such Capital Stock (an "Actual Owner"), shall
              give written notice to the Corporation stating the name
              and address of such Actual Owner and the number and class
              of shares of such Actual Owner with respect to which the
              shareholder of record is nominee.  Each such shareholder
              of record shall provide to the Corporation such additional
              information as the Corporation may request in order to
              determine the effect, if any, of such Beneficial Ownership
              on the Corporation's status as a REIT.

                   (b)  Every Actual Owner of more than 5% by value (or
              such lower percentage as required by the Code or Regula-
              tions promulgated thereunder) of the outstanding Capital
              Stock of the Corporation who is not a shareholder of
              record of the Corporation, shall within 30 days after De-
              cember 31 of each year, give written notice to the Corpo-
              ration stating the name and address of such Actual Owner,
              the number and class of shares Beneficially Owned, and a
              description of how such shares are held.

                   (c)  Each Person who is a Beneficial Owner of Capital
              Stock and each Person (including the shareholder of
              record) who is holding Capital Stock for a Beneficial
              Owner shall provide to the Corporation such information as
<PAGE>







              the Corporation may request, in good faith, in order to
              determine the Corporation's status as a REIT.

                   (d)  Nothing in this Section 5.5 or any request pur-
              suant hereto shall be deemed to waive any limitation in
              Section 5.2.

              Section 5.6.  Remedies Not Limited.  Except as provided in
         Section 5.15, nothing contained in this Article shall limit the
         authority of the Board of Directors to take such other action
         as it deems necessary or advisable to protect the Corporation
         and the interests of its shareholders in preserving the
         Corporation's status as a REIT.

              Section 5.7.  Ambiguity.  In the case of an ambiguity in
         the application of any of the provisions of this Article 5,
         including without limitation any definition contained in Sec-
         tion 5.1 and any determination of Beneficial Ownership, the
         Board of Directors in its sole discretion shall have the power
         to determine the application of the provisions of this Article
         5 with respect to any situation based on the facts known to it.

              Section 5.8.  Modification of Existing Holder Limits and
         Special Shareholder Limits.  Subject to the provisions of Sec-
         tion 5.10, the Existing Holder Limits may or shall, as provided
         below, be modified as follows:

                   (a)  Any Existing Holder or Special Shareholder may
              Transfer Capital Stock to another Person, and, so long as
              such Transfer is not on the open market, any such Transfer
              will decrease the Existing Holder Limit or Special Share-
              holder Limit, as applicable, for such transferor (but not
              below the Ownership Limit) and increase the Existing
              Holder Limit or Special Shareholder Limit, as applicable,
              for such transferee by the percentage of the outstanding
              Capital Stock so transferred.  The transferor Existing
              Holder or Special Shareholder, as applicable, shall give
              the Board of Directors of the Corporation prompt written
              notice of any such transfer.  Any Transfer by an Existing
              Holder or Special Shareholder on the open market shall
              neither reduce its Existing Holder Limit or Special
              Shareholder Limit, as applicable, nor increase the
              Ownership Limit, Existing Holder Limit or Special Share-
              holder Limit of the transferee.

                   (b)  Any grant of Capital Stock or a stock option
              pursuant to any benefit plan for directors or employees
              shall increase the Existing Holder Limit or Special
<PAGE>







              Shareholder Limit for the affected Existing Holder or Spe-
              cial Shareholder, as the case may be, to the maximum ex-
              tent possible under Section 5.10 to permit the Beneficial
              Ownership of the Capital Stock granted or issuable under
              such employee benefit plan.

                   (c)  The Board of Directors may reduce the Existing
              Holder Limit of any Existing Holder, with the written con-
              sent of such Existing Holder, after any Transfer permitted
              in this Article 5 by such Existing Holder on the open mar-
              ket.   

                   (d)  Any Capital Stock issued to an Existing Holder
              or Special Shareholder pursuant to a dividend reinvestment
              plan adopted by the Corporation shall increase the Exist-
              ing Holder Limit or Special Shareholder Limit, as the case
              may be, for the Existing Holder or Special Shareholder to
              the maximum extent possible under Section 5.10 to permit
              the Beneficial Ownership of such Capital Stock.

                   (e)  Any Capital Stock issued to an Existing Holder
              or Special Shareholder in exchange for the contribution or
              sale to the Corporation of real property, including Capi-
              tal Stock issued pursuant to an "earn-out" provision in
              connection with any such sale, shall increase the Existing
              Holder Limit or Special Shareholder Limit, as the case may
              be, for the Existing Holder or Special Shareholder to the
              maximum extent possible under Section 5.10 to permit the
              Beneficial Ownership of such Capital Stock.

                   (f)  The Special Shareholder Limit shall be in-
              creased, from time to time, whenever there is an increase
              in Special Shareholders' percentage ownership (taking into
              account for this purpose constructive ownership under
              Section 544 of the Code, as modified by Section
              856(h)(1)(B) of the Code) of the Capital Stock (or any
              other capital stock) of the Corporation due to any event
              other than the purchase of Capital Stock (or any other
              capital stock) of the Corporation by a Special Share-
              holder, by an amount equal to such percentage increase
              multiplied by the Special Shareholder Limit.

                   (g)  The Board of Directors may reduce the Special
              Shareholder Limit for any Special Shareholder and the Ex-
              isting Holder Limit for any Existing Holder, as ap-
              plicable, after the lapse (without exercise) of an option
              described in Clause (b) of this Section 5.8 by the per-
              centage of Capital Stock that the option, if exercised,
              would have represented, but in either case no Existing
<PAGE>







              Holder Limit or Special Shareholder Limit shall be reduced
              to a percentage which is less than the Ownership Limit.

              Section 5.9.  Modification of Ownership Limit.  Subject to
         the limitations provided in Section 5.10, the Board of Direc-
         tors may from time to time increase or decrease the Ownership
         Limit; provided, however, that any decrease may only be made
         prospectively as to subsequent holders (other than a decrease
         as a result of a retroactive change in existing law that would
         require a decrease to retain REIT status, in which case such
         decrease shall be effective immediately).

              Section 5.10.  Limitations on Modifications.  Notwith-
         standing any other provision of this Article 5:

                   (a)  Neither the Ownership Limit, the Special Share-
              holder Limit nor any Existing Holder Limit may be in-
              creased if, after giving effect to such increase, five
              Persons who are considered individuals pursuant to Section
              542(a)(2) of the Code (taking into account all of the then
              Existing Holders and Special Shareholders) could
              Beneficially Own, in the aggregate, more than 49.5% by
              value of the outstanding Capital Stock.

                   (b)  Prior to the modification of any Existing Holder
              Limit or Ownership Limit pursuant to Section 5.8 or 5.9,
              the Board of Directors of the Corporation may require such
              opinions of counsel, affidavits, undertakings or agree-
              ments as it may deem necessary or advisable in order to
              determine or insure the Corporation's status as a REIT.

                   (c)  No Existing Holder Limit or Special Shareholder
              Limit may be a percentage which is less than the Ownership
              Limit.

                   (d)  The Ownership Limit may not be increased to a
              percentage which is greater than 9.8%.

              Section 5.11.  Exceptions.  The Board of Directors may,
         upon receipt of either a certified copy of a ruling of the In-
         ternal Revenue Service, an opinion of counsel satisfactory to
         the Board of Directors or such other evidence as the Board of
         Directors deems appropriate, but shall in no case be required
         to, exempt a Person (the "Exempted Holder") from the Ownership
         Limit, the Special Shareholder Limit, the Existing Holder Limit
         or the Related Tenant Limit, as the case may be, if the ruling
         or opinion concludes or the other evidence shows (A) that no
         Person who is an individual as defined in Section 542(a)(2) of
         the Code will, as the result of the ownership of the shares by
         the Exempted Holder, be considered to have Beneficial Ownership
<PAGE>







         of an amount of Capital Stock that will violate the Ownership
         Limit, the Special Shareholder Limit or the applicable Existing
         Holder Limit, as the case may be, or (B) in the case of an
         exception of a Person from the Related Tenant Limit that the
         exemption from the Related Tenant Limit would not cause the
         Corporation to fail to qualify as a REIT.  The Board of
         Directors may condition its granting of a waiver on the
         Exempted Holder's agreeing to such terms and conditions as the
         Board of Directors determines to be appropriate in the
         circumstances.  

              Section 5.12.  Legend.  All certificates representing
         shares of Capital Stock of the Corporation shall bear a legend
         referencing the restrictions on ownership and transfer as set
         forth in these Articles.  The form and content of such legend
         shall be determined by the Board of Directors.

              Section 5.13.  Termination of REIT Status.  The Board of
         Directors may revoke the Corporation's election of REIT status
         as provided in Section 856(g)(2) of the Code if, in its discre-
         tion, the qualification of the Corporation as a REIT is no
         longer in the best interests of the Corporation.  Notwithstand-
         ing any such revocation or other termination of REIT status,
         the provisions of this Article 5 shall remain in effect unless
         amended pursuant to the provisions of Article 10.

              Section 5.14.  Certain Transfers to Non-U.S. Persons Void.
         Any Transfer of shares of Capital Stock of the Corporation to
         any Person (other than a Special Shareholder) that results in
         the fair market value of the shares of Capital Stock of the
         Corporation owned directly and indirectly by Non-U.S. Persons
         to comprise 50% or more of the fair market value of the issued
         and outstanding shares of Capital Stock of the Corporation (de-
         termined, until the 15% Termination Date (as defined in the
         Stockholders Agreement), if any, by assuming that the Special
         Shareholders are Non-U.S. Persons, and own a percentage of the
         outstanding shares of Capital Stock of the Corporation (by
         value) equal to 45%), shall be void ab initio to the fullest
         extent permitted under applicable law and the intended trans-
         feree shall be deemed never to have had an interest therein.
         If the foregoing provision is determined to be void or invalid
         by virtue of any legal decision, statute, rule or regulation,
         then the shares held or purported to be held by the transferee
         shall, automatically and without the necessity of any action by
         the Board of Directors or otherwise, (i) be prohibited from
         being voted at any time such securities result in the fair mar-
         ket value of the shares of Capital Stock of the Corporation
         owned directly and indirectly by Non-U.S. Persons to comprise
         50% or more of the fair market value of the issued and
<PAGE>







         outstanding shares of Capital Stock of the Corporation (de-
         termined, until the 15% Termination Date, if any, assuming that
         the Special Shareholders are Non-U.S. Persons, and own a
         percentage of the outstanding shares of capital stock of the
         Corporation (by value) equal to 45%), (ii) not be entitled to
         dividends with respect thereto, (iii) be considered held in
         trust by the transferee for the benefit of the Corporation and
         shall be subject to the provisions of Section 5.3(c) as if such
         shares of Capital Stock were the subject of a Transfer that
         violates Section 5.2, and (iv) not be considered outstanding
         for the purpose of determining a quorum at any meeting of
         shareholders.

              Section 5.15.  Severability.  If any provision of this
         Article or any application of any such provision is determined
         to be invalid by any federal or state court having jurisdiction
         over the issues, the validity of the remaining provisions shall
         not be affected and the application of such provisions shall be
         affected only to the extent necessary to comply with the deter-
         mination of such court.

              Section 5.16.  New York Stock Exchange Transactions.
         Nothing in this Article 5 shall preclude the settlement of any
         transaction entered into through the facilities of the New York
         Stock Exchange."






                                                                EXHIBIT 3

                              JOINT FILING AGREEMENT


              In accordance with Rule 13d-1(f) of Regulation 13D-G of the
         Securities Exchange Act of 1934, the persons or entities below
         agree to the joint filing on behalf of each of them of this
         Statement on Schedule 13D (including any and all amendments
         thereto) with respect to the Common Stock of Regency Realty Cor-
         poration, and further agree that this Joint Filing Agreement be
         included as an Exhibit to such joint filings.  In evidence
         thereof the undersigned, being duly authorized, hereby execute
         this Agreement this 21st day of June, 1996.



                                            SECURITY CAPITAL U.S. REALTY



                                            By: /s/ Paul E. Szurek     
                                               Name: Paul E. Szurek
                                               Title: Managing Director



                                            SECURITY CAPITAL HOLDINGS S.A.



                                            By: /s/ Paul E. Szurek     
                                               Name: Paul E. Szurek
                                               Title: Managing Director








                                                          EXHIBIT 4 



                                FACILITY AGREEMENT

                               DATED JUNE 12, 1996 


                                U.S.$ 200,000,000

                            REVOLVING CREDIT FACILITY

                                       FOR 

                          SECURITY CAPITAL HOLDINGS S.A.
                                   AS BORROWER

                                       AND

                           SECURITY CAPITAL U.S. REALTY
                                   AS GUARANTOR

                                       AND

                          COMMERZBANK AKTIENGESELLSCHAFT
                                   AS ARRANGER

                                       AND

                          COMMERZBANK INTERNATIONAL S.A.
                             AS ADMINISTRATIVE AGENT

                                       AND

                          COMMERZBANK AKTIENGESELLSCHAFT
                               AS COLLATERAL AGENT




                                  ALLEN & OVERY

                                     NEW YORK
<PAGE>



         This FACILITY AGREEMENT is dated June 12, 1996 and made BETWEEN:

         (1)  SECURITY CAPITAL HOLDINGS S.A., a company incorporated in
              Luxembourg with a registered office located at 69, route d'
              Esch, L-1470 Luxembourg (the "BORROWER");

         (2)  SECURITY CAPITAL U.S. REALTY, a company incorporated in Lux-
              embourg with a registered office located at 69, route d'
              Esch, L-1470 Luxembourg (the "GUARANTOR");

         (3)  COMMERZBANK AKTIENGESELLSCHAFT New York branch, as arranger
              (in this capacity the "ARRANGER");

         (4)  THE FINANCIAL INSTITUTIONS listed in Schedule 1 (the "LEND-
              ERS"); 

         (5)  COMMERZBANK INTERNATIONAL S.A. as administrative agent (in
              this capacity the "ADMINISTRATIVE AGENT"); and

         (6)  COMMERZBANK AKTIENGESELLSCHAFT New York branch, as col-
              lateral agent (in this capacity the "COLLATERAL AGENT").

         1.   INTERPRETATION

         1.1  TERMS DEFINED

              In this Agreement:

              "ADVANCE"

              means an advance made or to be made
 by a Lender under the
              Facility and includes the Term Advances.

              "AFFILIATE"

              in relation to a person, means any Subsidiary or holding
              company of that person, and any other Subsidiary of that
              holding company.

              "AFFILIATED LENDER"

              in relation to a Lender, means any other Lender which is an
              Affiliate of the Lender.

              "AGENT" 

              means the Administrative Agent or the Collateral Agent.

              "ANNIVERSARY"

              means, in any year, the anniversary of the Signing Date be-
              ing June           .
<PAGE>



                                         2


              "APPROVED JURISDICTION"

              means any State of the United States and such other juris-
              dictions as the Borrower and the Administrative Agent may
              agree in writing.

              "BASE RATE"

              means, as of any date, the rate determined by the Adminis-
              trative Agent to be the higher of (a) the Prime Rate and (b)
              the aggregate of the Federal Funds Rate on that date plus
              0.50 per cent. per annum.

              "BASE RATE ADVANCE"

              means an Advance in respect of which the Borrower has
              elected interest be calculated by reference to the Base
              Rate.

              "BORROWING BASE"

              means, at any time, the amount determined by the Adminis-
              trative Agent on the basis of the most recent Compliance
              Certificate and/or the most recent Borrowing Base Certifi-
              cate to be 35 per cent. of the aggregate of the Market Value
              of all Qualifying Collateral which is included in the Col-
              lateral at that time and which has been provided as Col-
              lateral in accordance with Section 4 of the Master Col-
              lateral Agreement and in respect of which the relevant Col-
              lateral Perfection Procedures have been completed PROVIDED
              THAT Qualifying Collateral comprising SCG Securities and any
              other Qualifying Security issued by any company in which SCG
              is directly or indirectly the principal shareholder shall be
              deemed not to exceed 10 per cent. of such aggregate Market
              Value and the Borrowing Base shall be computed accordingly.

              "BORROWING BASE CERTIFICATE" 

              means a certificate substantially in the form set out in
              Schedule 2 duly executed by a Managing Director or Financial
              Director of each of the Borrower and the Guarantor.

              "BORROWER SUBORDINATION AGREEMENT"

              means an agreement between the Borrower and the Guarantor
              substantially in the form of Exhibit D to the Master Col-
              lateral Agreement.

              "BUSINESS DAY"

              means a day (other than a Saturday or a Sunday) on which
              banks are open for business in each of London and New York
              City and Luxembourg.
<PAGE>



                                         3

              "CASH EQUIVALENT INVESTMENT"

              means at any time cash and any evidence of indebtedness is-
              sued or guaranteed by the Government of the United States of
              America.

              "CODE"

              means the Internal Revenue Code of 1986, as amended, and any
              successor statute of similar import, together with the regu-
              lations thereunder, in each case as in effect from time to
              time.  Reference to sections of the Code shall be construed
              to also refer to any successor sections.

              "COLLATERAL"

              has the meaning given to it in the Master Collateral Agree-
              ment.

              "COLLATERAL PERFECTION PROCEDURES"

              means the procedures set out in Section 4 of the Master Col-
              lateral Agreement and includes:

              (a)  in relation to any item of Collateral, all other ac-
                   tions and things as are necessary or desirable in the
                   reasonable opinion of the Collateral Agent as the Col-
                   lateral Agent from time to time notifies to the Bor-
                   rower to ensure that the Security Interests contem-
                   plated by the Finance Documents have been created and
                   perfected in relation to that Collateral; and

              (b)  such amended or additional procedures as the Collateral
                   Agent and the Borrower may from time to time agree in
                   writing in relation to any Security Document or which,
                   in the reasonable opinion of the Collateral Agent, are
                   necessary to create, perfect and maintain the Security
                   Interests intended to be created under that Security
                   Document in respect of any Collateral to be provided by
                   the Borrower or which otherwise becomes, or is intended
                   to become, Collateral thereafter and which are notified
                   to the Borrower by the Collateral Agent in writing.

              "COLLATERAL SHORTFALL"

              has the meaning ascribed to it in Clause 8.3.

              "COMMITMENT"

              in relation to a Lender, means 

              (a)  in the case of a Lender which is a Lender on the date
                   of this Agreement, the amount in Dollars set opposite
                   its name in Schedule 1, to the extent not cancelled or
                   reduced under this Agreement; and
<PAGE>



                                         4


              (b)  in the case of a Lender which becomes a Lender after
                   the date of this Agreement, the amount of any other
                   Lender's Commitment acquired by it under Clause 24 (Al-
                   terations to the Contracting Parties) to the extent not
                   cancelled or reduced under this Agreement.

              "COMMITMENT PERIOD"

              means, subject to Clause 2.4 (Extension of Final Maturity
              Date), the period commencing on the Signing Date and ex-
              piring on the Final Maturity Date.

              "COMPLIANCE CERTIFICATE"

              means a compliance certificate, including all Attachments
              annexed thereto, substantially in the form of Schedule 3
              duly executed by a Managing Director or Financial Director
              of each of the Borrower and the Guarantor together with such
              changes therein as the Administrative Agent may from time to
              time reasonably request. 

              "CONFIDENTIAL INFORMATION MEMORANDUM"

              means the confidential information memorandum dated April
              1996 prepared or to be prepared in connection with the Syn-
              dication.

              "CONTRACTING PARTY"

              means any of the Financial Institutions, the Borrower and
              the Guarantor.

              "DEBT"

              of any Person means all indebtedness of such Person (ex-
              cluding, for the avoidance of doubt, obligations for the
              purchase price of stock under stock purchase agreements) for
              or in respect of (i) borrowed money; (ii) acceptances under
              any acceptance credit facility; (iii) amounts raised under
              any note purchase facility or the issue of bonds, notes,
              debentures or similar instruments; (iv) amounts raised pur-
              suant to any issue of shares which are expressed to be re-
              deemable at the option of the holder; (v) the amount of any
              liability in respect of leases which would be treated in the
              audited financial statements of such Person as finance
              leases; (vi) the amount of any liability in respect of any
              purchase price for assets or service the payment of which is
              deferred for a period in excess of one hundred and eighty
              days; (vii) the amount of any liability in respect of cur-
              rency or interest rate swap, cap or collar arrangements or
              any similar derivative instrument Provided that if such cur-
              rency, interest rate swap, cap or collar arrangement or any
              similar derivative instrument has been entered into in order
<PAGE>



              to hedge the currency or interest rate exposure of such Per-
              son in respect of Debt, the amount of any liability in re-
              spect of such arrangement or instrument shall not be taken
              into account; (viii) amounts raised under any other transac-
              tion (including, without limitation, any forward sale or
              purchase agreement) having the commercial effect of a bor-
              rowing; and (ix) any guarantee or other assumption of li-
              ability for the obligations of any third party in respect of
              any of the foregoing.
<PAGE>



                                         5


              "DEBT SERVICE COVERAGE RATIO"

              means, with respect to any Person, the ratio of Operating
              Income to Principal and Interest Expense.

              "DEBT TO NET WORTH RATIO"

              means, with respect to any Person, the ratio of Debt to Net
              Worth calculated in accordance with generally accepted ac-
              counting principles.

              "DEFAULT"

              means any Event of Default and any event or condition which,
              with the giving of notice to the Borrower, lapse of time or
              fulfillment of any other applicable condition (or any combi-
              nation of the foregoing), would constitute an Event of De-
              fault.

              "DOLLARS" or "$"

              means the lawful currency for the time being of the USA.

              "EBITDA"

              means, in relation to any Person at any time, net income
              before any adjustments for or on account of interest, taxes,
              depreciation, amortization and minority interests, calcu-
              lated in accordance with generally accepted accounting prin-
              ciples.

              "ERISA"

              means the Employee Retirement Income Security Act of 1974,
              as amended, and any successor statute of similar import,
              together with the regulations thereunder, in each case as in
              effect from time to time.

              "ERISA AFFILIATE"

              means any corporation, trade or business that is a member of
              a controlled group of corporations or a controlled group of
              trades or businesses, as described in sections 414(b) and
              414(c), respectively, of the Code or section 4001 of ERISA.

              "EVENT OF DEFAULT"

              means any of the events specified in Clause 16.1 (Events of
              Default).

              "FACILITY"

              means the facilities referred to in Clause 2.1 (Facilities).
<PAGE>



                                         6


              "FACILITY OFFICE"

              in relation to a Lender, means:

              (a)  the office(s) of the Lender notified to the Adminis-
                   trative Agent prior to the Signing Date; or

              (b)  in the case of a Lender which becomes a Contracting
                   Party after the Signing Date, the office(s) of the
                   Lender notified by the Lender to the Administrative
                   Agent before or upon becoming a Lender; or

              (c)  any other office(s) notified by the Lender to the Ad-
                   ministrative Agent in accordance with Clause 24.7
                   (Change of Facility Office),

              in each case as the office(s) through which the Lender will
              perform all or any of its obligations under the Finance
              Documents.

              "FEDERAL FUNDS RATE"

              means, on any day, the rate per annum (rounded upward if
              necessary to the nearest one/one-hundredth of one per cent.)
              equal to the weighted average of the rate on overnight Fed-
              eral funds transactions with members of the Federal Reserve
              System arranged by the 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 succeed-
              ing 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 Admin-
              istrative Agent on such day on such transactions as reason-
              ably determined by the Administrative Agent.  Each change in
              the interest rate on a Base Rate Advance which results from
              a change in the Federal Funds Rate shall become effective on
              the day on which the change in the Federal Funds Rate be-
              comes effective.

              "FEE LETTER" 

              means the letter dated February 21, 1996 from the Arranger
              to the Borrower detailing certain fees to be paid by the
              Borrower in connection with the Facility.

              "FINAL MATURITY DATE"

              means, subject to Clause 2.4, June 12, 1999.
<PAGE>



              "FINAL REPAYMENT DATE"

              means, subject to Clause 2.5 (Term-out Option), the date
              falling two years after the Final Maturity Date.
<PAGE>



                                         7


              "FINANCE DOCUMENT"

              means any of this Agreement, the Security Documents, the Fee
              Letter, the Substitution Certificates, the Syndication
              Agreement and any other document designated as such by the
              Administrative Agent and the Borrower.

              "FINANCIAL INSTITUTION"

              means the Arranger, either Agent or a Lender.

              "FISCAL YEAR"

              means a fiscal year of the Borrower and the Guarantor.

              "GROUP"

              means the Guarantor and its Subsidiaries for the time being
              and from time to time.

              "GUARANTEE" OR" GUARANTEE"

              of any person means any agreement or undertaking pursuant to
              which such person guarantees, assumes or otherwise becomes
              secondarily, contingently or otherwise liable for any obli-
              gation of any other person (other than by virtue of endorse-
              ment of instruments in the ordinary course of deposit or
              collection and obligations of such person to purchase stock
              under stock purchase agreements).

              "GUARANTOR SUBORDINATION AGREEMENT"

              means an agreement between the Guarantor and the relevant
              creditors substantially in the form of Exhibit E to the Mas-
              ter Collateral Agreement.

              "INTEREST COVERAGE RATIO"

              means the ratio of Operating Income to Interest Expense.

              "INTEREST EXPENSE"

              means, in respect of any Person, the aggregate of its paid
              or accrued interest expense on such Person's Debt excluding
              interest properly capitalized under generally accepted ac-
              counting principles being interest attributable to construc-
              tion projects.

              "INTEREST PERIOD"

              means, in respect of a Term Advance which is a LIBOR ad-
              vance, each period of interest selected by the Borrower in
              accordance with Clause 7.6 (Interest Periods for Term Ad-
              vance).
<PAGE>



                                         8


              "INTERNAL REVENUE CODE"

              means the Internal Revenue Code of 1986 of the USA.

              "INVESTMENT ADVISER"

              means Security Capital (EU) Management S.A. or such other
              entity providing investment advice to the Group as may be
              approved by the Administrative Agent (such approval not to
              be unreasonably withheld and such decision not to be un-
              reasonably delayed).

              "LENDER"

              means a bank or financial institution whose name appears in
              Schedule 1 in its capacity as a participant in the Facility.

              "LIEN"

              means any mortgage, pledge, hypothecation, assignment, de-
              posit arrangement, encumbrance, lien (statutory or other) or
              preference, priority or other security agreement or prefer-
              ential arrangement of any kind or nature whatsoever (includ-
              ing, without limitation, any conditional sale or other title
              retention agreement, any financing lease having substan-
              tially the same economic effect as any of the foregoing, and
              the filing of any financing statement under the Uniform Com-
              mercial Code or comparable law of any jurisdiction) having
              the effect of security.

              "LIBOR"

              means in relation to a LIBOR Advance:

              (a)  the rate per annum appearing on the Telerate page 3750
                   (the "TELERATE SCREEN") at or about 11.00 a.m. on the
                   applicable Rate Fixing Day for the offering of deposits
                   in Dollars for a period comparable to its Term; or

              (b)  if:

                   (i)  no relevant rate appears on the Telerate Screen
                        for the purposes of paragraph (a) above; or

                  (ii)  the Administrative Agent determines that no rate
                        for a period of comparable duration to that Term
                        appears on the Telerate Screen at the relevant
                        time:

                   the arithmetic mean (rounded upwards, if necessary,
                   to two decimal places) of the respective rates, as
                   supplied to the Administrative Agent at its request,
                   quoted by the Reference Lenders to leading banks in
                   the London Interbank Market at or about 11.00 a.m. on
                   the Rate Fixing Day for the offering of deposits in
<PAGE>



                   Dollars in an amount comparable to its Term.  If any
                   of the Reference Lenders is unable or otherwise fails
                   to supply an offered rate by 11.30 a.m. on the Rate
                   Fixing Day, LIBOR shall, subject to 
<PAGE>



                                        9


                   Clause 9(a)(i) (Market Disruption), be determined on
                   the basis of the quotations of the remaining Refer-
                   ence Lenders.

              "LIBOR ADVANCE"

              means an Advance in respect of which the Borrower has re-
              quested interest be calculated by reference to LIBOR.

              "LIBOR MARGIN"

              means, subject to Clause 7.5 (Reduction in Margin), 1.75
              per cent. per annum.

              "MAJORITY LENDERS"

              means, at any time, Lenders whose Commitments:

              (a)  then aggregate more than 66 2/3 per cent. of the To-
                   tal Commitments; or 

              (b)  if the Total Commitments have been reduced to zero,
                   aggregated more than 66 2/3 per cent. of the Total
                   Commitments immediately before the reduction.

              "MARGIN STOCK"

              has the meaning ascribed to such term in Regulation U of
              the Board of Governors of the Federal Reserve System or
              any regulations substituted therefor, as from time to time
              in effect.

              "MARKET VALUE"

              has the meaning set out in Schedule 4

              "MASTER COLLATERAL AGREEMENT"

              means the Master Collateral Agreement to be entered into
              between (1) the Borrower, (2) the Guarantor, (3) the Ad-
              ministrative Agent and (4) the Collateral Agent substan-
              tially to the effect set out in Exhibit A.

              "MATURITY DATE"

              means, in relation to a LIBOR Advance, the last day of its
              Term and in relation to a Base Rate Advance the Final Ma-
              turity Date.

              "NET WORTH"  

              means, with respect to any person at any time:
<PAGE>



                                        10


              (a)  (in relation to a company whose equity securities are
                   quoted by the Pricing Service at that time) the num-
                   ber of securities issued (together with the number of
                   shares into which all partnership units held or is-
                   sued by such company may be converted) multiplied by
                   the closing sale price quoted (or in the absence of a
                   sale, the closing bid price) by the Pricing Service
                   in respect of all such equity securities for the pre-
                   vious Business Day plus the book value of all non-
                   public equity securities;

              (b)  (in relation to a company whose equity securities are
                   not quoted by the Pricing Service at that time or if
                   no closing sale or bid price is available) the value
                   of its assets calculated in accordance with paragraph
                   b(ii) of the definition of Market Value as set forth
                   in Schedule 4 minus its total liabilities; and

              (c)  in relation to the Guarantor if its equity securities
                   are not quoted by a Pricing Service, total consoli-
                   dated net assets (shareholders' equity) based on fair
                   value as set out in the consolidated financial state-
                   ments of the Guarantor or the statement of net assets
                   of the Guarantor.

              "NON-RECOURSE DEBT"

              means Debt of any Person in respect of which the creditor
              thereof has rights of recourse solely to specific assets
              of such Person and no other right of recourse against such
              Person.

              "OPERATING INCOME" 

              means net operating income of a Person being the differ-
              ence between the revenues of such Person and its expenses
              excluding income derived from extraordinary activities and
              before deduction of interest expense, taxes, charges to
              contingency reserves, depreciation, amortisation, extraor-
              dinary items, minority interests and other material and
              non-recurrent items and shall otherwise be computed in
              accordance with generally accepted accounting principles
              and in relation to the Borrower shall be deemed to include
              dividends received, accrued interest receivable and real-
              ized gains from sales of special opportunity investments.

              "PRICING SERVICE"

              means Dow-Jones & Company Inc. and in the case of the
              definition of "Net Worth" of the Guarantor, Reuters.

              "PRIME RATE" 

              means, on any day, the rate of interest from time to time
              publicly announced by the Administrative Agent as its
<PAGE>



              "base" or "prime" rate for loans denominated in Dollars
              made in New York, which rate may not be the lowest rate
              charged to its borrowers.  Each change in the interest
              rate on an Advance which results from a change in the
              Prime Rate shall become effective on the day on which the
              change in the Prime Rate becomes effective. 
<PAGE>



                                        11


              "PRINCIPAL AND INTEREST EXPENSE"

              means in respect of any Person, the aggregate of (a) all
              amounts of regularly scheduled principal paid in respect
              of Debt of such person (including, without limitation con-
              vertible debt) but excluding bullet repayments on maturity
              of a loan, principal paid in respect of revolving credits
              and principal paid in respect of revolving credits that
              convert into term loans and (b) Interest Expense provided
              that for the purposes of the calculation of the
              Guarantor's Debt Service Coverage Ratio in Clause
              15.11(c)(iii)(C) (Financial Condition), Principal and In-
              terest Expense  shall exclude all repayments of principal
              under the Finance Documents (including payments of princi-
              pal on any Repayment Instalment).

              "QUALIFYING COLLATERAL"

              means each of the following, for so long as the Lenders
              have a fully perfected first priority security interest
              over the same under the Master Collateral Agreement:

                   (i)  cash, 

                  (ii)  any SCG Security providing (a) no Event of De-
                        fault specified in Clause 16.6 (Insolvency),
                        16.7 (Insolvency Proceedings) or 16.8 (Appoint-
                        ment of receivers and managers) shall have oc-
                        curred in relation to SCG, such Events of De-
                        fault to be construed as if references in such
                        Clauses to the Borrower and the Guarantor were
                        references to SCG; and (b) there is no event of
                        default (howsoever described) or event which
                        with the sending of notice, passage of time
                        (other than any applicable grace period granted
                        for curable defaults) or fulfillment of any
                        other condition could become an event of default
                        under any agreement constituting or evidencing
                        Debt (not being Non-Recourse Debt) of SCG in an
                        aggregate amount in excess of US$10,000,000 or
                        its equivalent in any other currencies; and 

                 (iii)  any Qualifying Security which the Borrower has
                        designated as Collateral under Section 1(b) of
                        the Master Collateral Agreement PROVIDED HOWEVER
                        that a Qualifying Security shall not be included
                        as Qualifying Collateral if any one or more of
                        the following shall apply:

                   (a)  there are any restrictions on the payment of
                        dividends on such Qualifying Security (other
                        than any such restrictions which are, in the
                        reasonable opinion of the Administrative Agent
<PAGE>



                        (after consultation with the Borrower), custom-
                        ary for REITs which have lines of credit or any
                        Debt outstanding);

                   (b)  in the case of a Qualifying Security of a REIT,
                        distributions by the REIT are less than or equal
                        to the minimum amounts required in order for the
                        REIT not to be taxed at the corporate or entity
                        level or for it otherwise to maintain its status
                        as a REIT;

                   (c)  there is an event of default (howsoever de-
                        scribed) or event which with the sending of no-
                        tice, passage of time (other than any applicable
                        grace period granted for curable defaults) or
                        fulfillment of any other condition could become
                        an event of default under any agreement consti-
                        tuting or evidencing Debt (not being Non- 
<PAGE>



                                        12


                        Recourse Debt) of such Qualifying Issuer in an
                        aggregate amount in excess of the lower of (x)
                        US$10,000,000 or its equivalent in any other
                        currencies and (y) 25 per cent. of the Net Worth
                        of such Qualifying Issuer;

                   (d)  an Event of Default specified in Clause 16.6
                        (Insolvency), 16.7 (Insolvency Proceedings) or
                        16.8 (Appointment of receivers and managers)
                        occurs in relation to such Qualifying Issuer,
                        other than the appointment of a receiver in re-
                        spect of specific assets subject to Non-Recourse
                        Debt, such Events of Default to be construed as
                        if references in such Clauses to the Borrower
                        and the Guarantor were references to such Quali-
                        fying Issuer; 

              and PROVIDED FURTHER that there shall be excluded from
              Qualifying Collateral a Qualifying Security which if it
              were included would result in the weighted average of the
              consolidated Debt to Net Worth ratio of all Qualifying
              Issuers forming part of the Qualifying Collateral exceed-
              ing 1:1 (weighted according to the proportion which the
              Market Value of the Qualifying Security of a particular
              class bears to the aggregate of the Market Value of all
              Qualifying Securities which the Borrower has designated as
              forming part of the Collateral).

              "QUALIFYING ISSUER"

              means any Real Estate Operating Company and any REIT which
              at any time has on a consolidated basis:

              (a)  a Debt to Net Worth ratio of no greater than 1.5:1.0;

              (b)  a ratio of EBITDA to average Debt of not less than 14
                   per cent.;

              (c)  an Interest Coverage Ratio of not less than 1.9:1.0;
                   and

              (d)  a Debt Service Coverage Ratio of not less than
                   1.4:1.0,

              calculated in the case of paragraphs (b), (c) and (d) on a
              rolling basis for the four most recent quarters or, if
              less, since the date of active operations, save in the
              case of a company which has been operating for less than
              one year in which case for the purpose of paragraph (b)
              EBITDA shall be calculated on an annualized basis with
              Debt being calculated on the average of Debt outstanding
              during the relevant period; and

              For the purposes of calculating the ratios set out in
              paragraphs (b) (ratio of EBITDA to Debt), (c) Interest
<PAGE>



              Coverage Ratio) and (d) (Debt Service Coverage Ratio)
              above for the three year period commencing on the date the
              Guarantor or the Borrower acquired an interest in the
              Qualifying Issuer, the general and administrative expenses
              of such Qualifying Issuer shall be deemed to equal:

                   (i)  if they are equal to or less than 4.5 per cent.
                        of gross revenues of such Qualifying Issuer, the
                        amount of those expenses; 

                  (ii)  if they are greater than 4.5 per cent. but do
                        not exceed 7.5 per cent. of gross revenues, 4.5
                        per cent. of gross revenues of such Qualifying
                        Issuer; and
<PAGE>



                                        13


                 (iii)  if they exceed 7.5 per cent. of gross revenues,
                        the amount of those expenses of such Qualifying
                        Issuer which exceed 7.5 per cent. of gross rev-
                        enues, plus 4.5 per cent. of gross revenues,

              Provided that if the Borrower owns less than one per cent.
              of the securities of a particular class issued by a Real
              Estate Operating Company or REIT and the Administrative
              Agent consents thereto in each particular case such entity
              need only satisfy the Debt to Net Worth ratio set out in
              paragraph (a) above to be a Qualifying Issuer and not the
              ratios set out in paragraphs (b), (c) and (d).

              "QUALIFYING SECURITY"

              means the securities of a Qualifying Issuer provided that
              there are no transfer restrictions or pre-emption rights
              applicable thereto other than transfer restrictions im-
              posed to comply with applicable securities laws or other
              transfer restrictions which in either case have been ap-
              proved by the Majority Lenders (such approval not to be
              unreasonably withheld).

              "RATE FIXING DAY"

              means in relation to any Advance, the second Business Day
              before its Utilisation Date. 

              "RATING AGENCIES"

              means any of Moody's Investors Service, Inc, Standard &
              Poor's Ratings Group, Duff and Phelps and Fitch Investor
              Services, Inc.

              "REAL ESTATE OPERATING COMPANY"

              means a company the primary object and purpose of which is
              the acquisition, development, promotion, sale and lease of
              real estate or interests in real estate and which is in-
              corporated and doing business in an Approved Jurisdiction.

              "REIT"

              means a real estate investment trust in either corporate
              or trust form and established under the laws of any State
              of the USA and qualifying for treatment as a "real estate
              investment trust" under the Internal Revenue Code.

              "REFERENCE LENDERS"

              means, subject to Clause 24.5 (Reference Lenders), the
              principal London offices of Commerzbank Aktiengesell-
              schaft, and of two other Lenders (or Affiliates of Lend-
              ers) to be appointed by the Administrative Agent after the
<PAGE>



              Signing Date after consultation with the Borrower and the
              Guarantor.
<PAGE>



                                        14



              "REPAYMENT DATE"

              means each date for the payment of principal on the Term
              Advance in accordance with Clause 8.1 (Repayment of Ad-
              vances).

              "REPAYMENT INSTALMENT"

              means each instalment for repayment of the Term Advances
              referred to in Clause 8 (Repayment and Prepayment of Ad-
              vances).

              "REQUEST"

              means a request, substantially in the form of Schedule 5,
              made by the Borrower in accordance with Clause 5.2 (Form
              of Request). 

              "REQUESTED AMOUNT"

              in relation to a Request, means the amount of the Advance
              requested in the Request.

              "REQUIREMENT(S) OF LAW"

              shall mean as to any person, the certificate of incorpora-
              tion and by-laws or other organisational or governing
              documents of such person, and any law, treaty, rule or
              regulation, or determination of an arbitrator or a court
              or other governmental authority, in each case applicable
              to or binding upon such person or any of its property or
              to which such person or any of its property is subject.

              "SAME DAY FUNDS"

              means Dollar funds settled through the New York Clearing
              House Interbank Payments System or such other same day
              funds for payment in Dollars as the Administrative Agent
              may specify to the Borrower as being customary at the time
              for the settlement of international transactions in New
              York City of the type contemplated by this Agreement.

              "SCG" 

              means Security Capital Group Incorporated.

              "SCG SECURITY"

              means any security issued by SCG.

              "SECURITY DOCUMENTS"

              means each of:
<PAGE>



                                        15


              (a)  the Borrower Subordination Agreement, the Guarantor
                   Subordination Agreement and the Stock Pledge Agree-
                   ment;

              (c)  the Master Collateral Agreement;

              (d)  each document designated as a Security Document under
                   Section 6 of the Master Collateral Agreement; or

              (e)  any other document designated as such in writing by
                   the Collateral Agent and the Borrower.

              "SECURITY INSTRUMENT"

              means any mortgage, deed of trust, security agreement,
              amendment or supplement thereto, chattel mortgage, chattel
              mortgage note assignment, pledge agreement, or other
              agreement providing for, evidencing or perfecting any se-
              curity interest in real or personal property.

              "SECURITY INTEREST" 

              means any Lien, encumbrance or security interest of any
              kind whatsoever, whether arising under a Security Instru-
              ment or as a matter of law, judicial process or otherwise.

              "SIGNING DATE" 

              means the date of this Agreement.

              "STOCK PLEDGE AGREEMENT"

              means an agreement between the Guarantor and the Col-
              lateral Agent substantially in the form exhibited to the
              Master Collateral Agreement.

              "SUBORDINATED DEBT"

              means any unsecured indebtedness for borrowed money of any
              member of the Group which is subordinate to its obliga-
              tions under the Finance Documents.

              "SUBSIDIARY"

              means any person of which or in which any other person own
              directly or indirectly in excess of 50 per cent. of:

              (a)  the combined voting power of all classes of stock
                   having general voting power under ordinary circum-
                   stances to elect a majority of the board of directors
                   of such person, if it is a corporation; or 
<PAGE>



                                        16


                   (b)  the beneficial interest of such person, if it is
                        a trust, association or other unincorporated
                        organisation.

              Provided always that any REIT or Real Estate Company in
              which the Borrower or the Guarantor reasonably expects to
              have its ownership of the rights referred to in (a) or (b)
              above eventually diluted to less than 50 per cent. and
              which in accordance with generally accepted accounting
              principles is not or would not be consolidated in the fi-
              nancial statements of the Borrower or the Guarantor shall
              not constitute a Subsidiary.  

              "SUBSTITUTION CERTIFICATE"

              has the meaning given to it in Clause 24.4 (Substitution
              Certificates).

              "SYNDICATION"

              means the primary syndication by the Arranger of the Fa-
              cility.

              "SYNDICATION AGREEMENT"

              means an agreement substantially in the form of Schedule 7
              with such amendments as the Arranger and the Agents may
              approve or reasonably require and which the Borrower has
              approved, acting reasonably.

              "TAXES"

              includes all present and future income and other taxes,
              levies, imposts, deductions, charges, duties and withhold-
              ings and any charges of a similar nature, together with
              interest thereon and penalties with respect thereto, if
              any, and any payments made on or in respect thereof; "TAX-
              ATION" and "TAX" shall be construed accordingly.

              "TERM"

              in relation to an Advance, means the period for which it
              is to be borrowed, as selected by the Borrower in the rel-
              evant Request and in the case of the Term Advances, means
              the duration of each Interest Period.

              "TERM ADVANCE"

              means each term advance made or deemed made by the Lenders
              to the Borrower in accordance with Clause 2.5 (Term-out
              Option).
<PAGE>



              "TERM-OUT OPTION"

              means the option granted to the Borrower in Clause 2.5
              (Term-out Option).
<PAGE>



                                        17


              "TERM-OUT PERIOD"

              means the period commencing on the Final Maturity Date and
              ending on the Final Repayment Date.

              "TOTAL COMMITMENTS"

              means the aggregate for the time being of the Commitments,
              being $200,000,000 at the date of this Agreement.

              "TOTAL OUTSTANDINGS"

              means, on any day, the aggregate of all Advances outstand-
              ing on that day, together with all other amounts outstand-
              ing under or in connection with the Finance Documents,
              including, without limitation, accrued interest and fees.

              "USA"

              means the United States of America.

              "UTILISATION DATE"

              means, in relation to any Advance, the date for the making
              of the Advance as specified by the Borrower in the rel-
              evant Request.

         1.2  CONSTRUCTION

              In this Agreement, unless the context otherwise requires:

              (a)  a reference to "ASSETS" includes property and rights
                   of every kind, present, future and contingent (in-
                   cluding uncalled share capital), and every kind of
                   interest in an asset;

              (b)  a reference to a "PERSON" or "PERSON" means an indi-
                   vidual, a company, a corporation, a partnership, a
                   joint venture, a trust or unincorporated organisa-
                   tion, joint stock company or other similar organisa-
                   tion, a government or any political subdivision
                   thereof, a court, or any other legal entity, whether
                   acting in an individual, fiduciary or other capacity;

              (c)  a reference to the "WINDING UP" of a corporation
                   shall be construed so as to include any equivalent or
                   analogous proceedings under the law of any jurisdic-
                   tion in which the company is incorporated or any ju-
                   risdiction in which the company carries on business;

              (d)  a reference to a Contracting Party or a Reference
                   Lender is, where relevant and subject to Clauses 18
                   (The Agents and the Joint Arrangers) and 24 (Alter-
                   ations to the Contracting Parties), a reference to or
<PAGE>



                   to include, as appropriate, their respective succes-
                   sors or assigns;

              (e)  references to Clauses, Schedules and Attachments are
                   references to, respectively, clauses of and schedules
                   and attachments to this Agreement;
<PAGE>



                                        18


                   (f)  a reference to another agreement shall be con-
                        strued as a reference to that other agreement as
                        it may have been, from time to time, amended,
                        varied, supplemented or novated;

              (g)  references to "GENERALLY ACCEPTED ACCOUNTING PRIN-
                   CIPLES" shall mean:

                   (1)  as to a particular Person other than the Bor-
                        rower or the Guarantor, such accounting practice
                        as, in the opinion of the independent ac-
                        countants of recognized national standing regu-
                        larly retained by such Person and acceptable to
                        the Administrative Agent, those principles and
                        practices (i) which are recognized as such by
                        the Financial Accounting Standards Board of the
                        USA, (ii) which are applied for all periods af-
                        ter the date hereof in a manner consistent with
                        the manner in which such principles and prac-
                        tices were applied to the most recent audited
                        financial statements of the relevant Person fur-
                        nished to the Lenders or where a change therein
                        has been concurred in by such Person's indepen-
                        dent auditors, and (iii) which are consistently
                        applied for all periods after the date hereof so
                        as to reflect properly the financial condition,
                        and results of operations and changes in finan-
                        cial position, of such Person.  

                   (2)  with respect to the Borrower or the Guarantor,
                        the generally accepted accounting principles
                        adopted by the Guarantor and Borrower as set
                        forth in the financial statements delivered by
                        such Person to the Finance Parties in respect of
                        the fiscal year ending 31 December 1995.  If
                        there is a change in such accounting practice as
                        to the Borrower or the Guarantor that could af-
                        fect the Borrower's or the Guarantor's ability
                        to comply with the terms of any Finance Docu-
                        ment, the parties hereto agree to review and
                        discuss such changes in accounting practice and
                        the terms of this Agreement for a period of no
                        more than thirty (30) days with a view to amend-
                        ing this Agreement so that the financial mea-
                        sures of the Borrower's or the Guarantor's oper-
                        ating performance and financial condition are
                        substantially the same after such change as they
                        were immediately before such change.

              (h)  a reference to "CONSOLIDATED" means the consolidation
                   of accounts in accordance with generally accepted
                   accounting principles;

              (i)  a reference to a time of day is, unless otherwise
                   stated, a reference to London time;
<PAGE>



              (j)  a period of a month or months is the period commenc-
                   ing on the first day thereof and ending on the nu-
                   merically corresponding day in the relevant subse-
                   quent month or, if there is no such day, the last day
                   of the relevant subsequent month; and

              (k)  the index to and the headings in this Agreement are
                   for convenience only and shall be ignored in constru-
                   ing this Agreement.
<PAGE>



                                        19


         2.   FACILITIES

         2.1  FACILITIES

              Subject to the terms of this Agreement, the Lenders grant
              to the Borrower the following facilities:-

              (a)  a committed revolving advance facility whereby the
                   Lenders shall, when requested by the Borrower, make
                   revolving Advances to the Borrower; and

              (a)  a term advance facility whereby the Borrower may
                   elect to convert outstanding revolving Advances into
                   Term Advances in accordance with Clause 2.5 (Term-out
                   Option).

         2.2  FACILITY LIMITS

              The aggregate principal amount of all outstanding Advances
              at any one time shall not exceed the Total Commitments at
              that time.

         2.3  NATURE OF THE LENDERS' RIGHTS AND OBLIGATIONS UNDER THIS
              AGREEMENT

              (a)  No Lender is obliged to make an Advance if it would
                   cause the aggregate principal amount of any outstand-
                   ing Advances made by it and its Affiliated Lender(s)
                   to exceed its Commitment.

              (b)  The obligations of each Financial Institution owed
                   under the Finance Documents are several, and failure
                   of a Financial Institution to carry out those obliga-
                   tions shall not relieve any other party of its obli-
                   gations under the Finance Documents.  No Financial
                   Institution shall be responsible for the obligations
                   of any other Financial Institution under the Finance
                   Documents.

              (c)  The obligations of the Borrower and the Guarantor
                   towards each of the Financial Institutions under the
                   Finance Documents are given to each of them as sepa-
                   rate and independent rights, and each Financial In-
                   stitution may, except as otherwise stated in this
                   Agreement, separately enforce those rights.

         2.4  EXTENSION OF FINAL MATURITY DATES

              (a)  At least 60 days prior to the second Anniversary of
                   the Signing Date and each Anniversary thereafter
                   (which is one year prior to the applicable Final Ma-
                   turity Date), the Borrower may, by notice to the Ad-
                   ministrative Agent (which shall promptly notify the
                   Lenders) request each Lender to review whether or not
<PAGE>



                   it is willing to extend the Final Maturity Date for a
                   further year.

              (b)  Each Lender so requested will notify the Administra-
                   tive Agent in writing no later than 30 days prior to
                   the second Anniversary of the Signing Date or, as the
                   case may be, the relevant Anniversary thereafter
                   (which is one year prior to the applicable Final Ma-
                   turity Date) whether or not it wishes its Final Matu-
                   rity Date to be extended by a further year.
<PAGE>



                                        20


              (c)  If a Lender notifies the Administrative Agent that it
                   agrees to extend as requested and Lenders with Com-
                   mitments totalling not less than 80 per cent. of the
                   Total Commitments (including that of the first men-
                   tioned Lender) also so agree, the Final Maturity Date
                   applicable to that Lender's Commitment shall be ex-
                   tended for a further year from the then current Final
                   Maturity Date and the Agent shall so notify that
                   Lender and the Borrower thereof.

              (d)  upon receipt of notification by the Administrative
                   Agent that Lenders with Commitments totalling at
                   least 80 per cent. (but less than 100 per cent. of
                   Total Commitments) have agreed to extend as requested
                   the Borrower may, by notice to the Administrative
                   Agent:

                   (i)  request the other Lenders or any of them to in-
                        dicate whether or not they are prepared to in-
                        crease their Commitments (in place of the Lend-
                        ers which have not agreed to extend as re-
                        quested);

                  (ii)  introduce another financial institution reason-
                        ably acceptable to the Administrative Agent to
                        cover all or part of the shortfall; or

                 (iii)  allow the Total Commitments to reduce by an
                        amount equal to the Commitments of Lenders who
                        have refused to extend their Commitment,

                   (and any Lender who has not agreed to an extension
                   shall enter into such documentation as the Borrower
                   and the Administrative Agent may reasonably require
                   to transfer its Commitment to the existing Lender or
                   new financial institution).

              (e)  No request to extend the Final Maturity Date may be
                   made by the Borrower nor shall any agreement to ex-
                   tend become effective if there is a Default under the
                   Facility on the date of such request.

              (f)  No extension of the Final Maturity Date shall be ef-
                   fective until the Administrative Agent (on behalf of
                   those Lenders which have agreed to extend) has re-
                   ceived the applicable Extension Fee payable in ac-
                   cordance with Clause 19.6 (Extension Fee).

              (g)  No Lender is under any obligation to extend the Final
                   Maturity Date applicable to its Commitment or to in-
                   crease its Commitment under Clause 2.4(d) but upon
                   having so agreed, it shall be obliged to extend the
                   Final Maturity Date in accordance with Clause 2.4(c)
<PAGE>



                   or, subject to appropriate documentation being en-
                   tered into by the relevant parties, to increase its
                   Commitment in accordance with Clause 2.4(d).

              (h)  If any Lender does not give any notice in accordance
                   with this Clause 2.4 following a request to extend
                   from the Borrower that Lender shall be deemed to have
                   refused to extend the Final Maturity Date.

              (i)  On each extension of the Final Maturity Date the Ad-
                   ministrative Agent shall as soon as practicable no-
                   tify the Borrower and each Lender which Lenders have
                   agreed to extend the Final Maturity Date and their
                   individual Commitments.
<PAGE>



                                        21


              (j)  Where the Final Maturity Date is extended under this
                   Clause 2.4 in respect of less than all the Lenders,
                   the Lenders in respect of which such extension takes
                   effect shall, on and from the Final Maturity Date for
                   the other Lenders, be deemed to be all the Lenders
                   for the purposes of the definitions of "Commitment",
                   and "Total Commitments", and the provisions of this
                   Agreement shall be construed accordingly.

         2.5  TERM-OUT OPTION

              (a)  At least 30 days prior to any Final Maturity Date,
                   the Borrower may, by notice in the form set out in
                   Part II of Schedule 5 to the Administrative Agent
                   (which shall promptly notify the Lenders) request
                   that all Advances outstanding on such Final Maturity
                   Date be converted automatically into one or more Term
                   Advances in accordance with this clause.

              (b)  In any request given under Clause 2.5(a), the Bor-
                   rower shall also specify:

                   (i)  the number of Term Advances (not exceeding four)
                        which shall be in minimum amounts of
                        $10,000,000;

                  (ii)  whether the Term Advances are to be LIBOR Ad-
                        vances or Base Rate Advances or a mixture of the
                        two; and

                 (iii)  if any Term Advance is to be a LIBOR Advance,
                        the duration of its first Interest Period se-
                        lected in accordance with Clause 7.6 (Interest
                        Periods for Term Advances).

              (c)  No such request may be made by the Borrower if there
                   is a Default.

              (d)  The Borrower agrees to pay to the Lenders a conver-
                   sion fee in connection with the Term-out Option.
                   Such fee will be calculated and payable in accordance
                   with Clause 19.7 (Conversion Fee).

              (e)  If the Borrower notifies the Administrative Agent in
                   accordance with Clause 2.5(a) above, all Advances
                   which are outstanding on such Final Maturity Date
                   shall be automatically converted to Term Advances
                   repayable on the Final Repayment Date in accordance
                   with Clause 8 (Repayment and Prepayment of Advances).

              (f)  The Borrower may not borrow any further Advances fol-
                   lowing the Final Maturity Date.

              (g)  Any notice given by the Borrower under this Clause
                   shall be irrevocable.
<PAGE>



         3.   PURPOSE OF THE FACILITY

              (a)  The proceeds of each Advance shall be applied by the
                   Borrower towards its general corporate purposes.
<PAGE>



                                        22


              (b)  Without prejudice to paragraph (a) above and the re-
                   maining provisions of this Agreement, none of the
                   Financial Institutions shall be bound to enquire as
                   to, nor shall any of them be responsible for, the
                   application by the Borrower of the proceeds of any
                   Advance.

         4.   CONDITIONS PRECEDENT

         4.1  DOCUMENTARY CONDITIONS PRECEDENT

              (a)  The obligations of each Agent and each Lender under
                   this Agreement are subject to the condition that the
                   Administrative Agent has received all of the follow-
                   ing in form and substance satisfactory to it:

                   (i)  a certificate of a Managing Director of the Bor-
                        rower and the Guarantor including:

                        (A)  certified copies of resolutions of the
                             Board of Directors of the Borrower and the
                             Guarantor authorising or ratifying the ex-
                             ecution, delivery and performance of the
                             Finance Documents to which it is or will be
                             a party;

                        (B)  certified copies of all documents evidenc-
                             ing any necessary corporate action, con-
                             sent, and governmental or regulatory ap-
                             proval (if any) with respect to the Finance
                             Documents to which the Borrower and the
                             Guarantor is or will be a party;

                        (C)  certification of the names of the officer
                             or officers of the Borrower and the Guaran-
                             tor authorised to sign the Finance Docu-
                             ments to which each is or will be a party,
                             together with a sample of the true signa-
                             ture of each such officer (it being under-
                             stood that each Financial Institution may
                             conclusively rely on such certificate until
                             formally advised by a like certificate of
                             any changes therein);

                  (ii)  certified copies of the constitutive documents
                        of the Borrower and the Guarantor;

                 (iii)  a certificate from a Managing Director of each
                        of the Borrower and the Guarantor confirming
                        that:

                        (A)  the representations and warranties in
                             Clause 14 (Representations and Warranties)
                             were correct on the Signing Date; and
<PAGE>



                        (B)  no Default had occurred and was continuing
                             on the Signing Date.

                  (iv)  the Master Collateral Agreement and the Borrower
                        Subordination Agreement duly executed by the
                        Borrower and the Guarantor together with all
                        conditions precedent required thereunder;

                   (v)  confirmation from State Street Bank and Trust
                        Company that it has taken all steps required
                        under the Master Collateral Agreement with re-
                        spect to all Collateral held by them as custo-
                        dian thereunder; 
<PAGE>




                                        23


                  (vi)  the Stock Pledge Agreement duly executed by the
                        Guarantor;

                 (vii)  a duly completed Federal Reserve Form U-1 ex-
                        ecuted by the Borrower;

                (viii)  the following legal opinions addressed to the
                        Administrative Agent (on behalf of the Lenders),
                        the Collateral Agent and to the Lenders:

                        (A)  from Allen & Overy, in relation to English
                             law;

                        (B)  from Clifford Chance, in relation to New
                             York law, the Master Collateral Agreement
                             and the obligations of the Borrower and the
                             Guarantor under the Finance Documents;

                        (C)  from Massachusetts counsel to the Borrower
                             and the Guarantor reasonably acceptable to
                             the Administrative Agent in relation to
                             Massachusetts law as to certain matters
                             concerning the Master Collateral Agreement;

                        (D)  from Arendt & Medernach, Luxembourg counsel
                             to the Borrower and the Guarantor;

                  (ix)  evidence of the acceptance by the process agent
                        of each of the Borrower and the Guarantor speci-
                        fied in Clause 29 Jurisdiction) of its appoint-
                        ment under that Clause and under Section 31 of
                        the Master Collateral Agreement;

                   (x)  confirmation from the Collateral Agent that it
                        holds Collateral with a Market Value in excess
                        of $350,000,000.

              (b)  Each of the documents specified in paragraph (a)
                   above shall be certified by a Managing Director of
                   the Borrower or the Guarantor (as the case may be) as
                   being correct, complete and in full force and effect
                   as at a date no earlier than the Signing Date.

              (c)  The Administrative Agent shall promptly notify the
                   Borrower and the Lenders whether or not the above
                   conditions precedent have been met or waived.

         4.2  CONDITIONS PRECEDENT TO EACH REQUEST AND EACH ADVANCE

              The obligations of each Agent and each Lender in respect
              of each Advance are subject to the further conditions pre-
              cedent that:
<PAGE>



              (a)  both on the date of the relevant Request and on the
                   relevant Utilisation Date:

                   (i)  the matters represented by the Borrower and the
                        Guarantor and set out in Clause 14 (Representa-
                        tions and Warranties) (other than Clause
                        14.1(k)) are correct in all material respects on
                        and as at each of those dates as if made on each
                        date;
<PAGE>



                                        24


                  (ii)  no Default has occurred and is continuing or
                        would result from the Advance;

                 (iii)  the Advance would not cause the Total Outstand-
                        ings to exceed the Borrowing Base or otherwise
                        cause Clause 2.2 (Facility limits) to be contra-
                        vened; 

                  (iv)  a Collateral Shortfall shall not have occurred
                        and be continuing;

                   (v)  the Collateral Agent holds Collateral with a
                        Market Value in excess of $350,000,000; and

                  (vi)  no Event of Default specified in Clause 16.6
                        (Insolvency), 16.7 (Insolvency Proceedings) or
                        16.8 (Appointment of Receivers and Managers)
                        shall have occurred in relation to the Invest-
                        ment Adviser, such Clauses to be construed as if
                        references therein to the Borrower and the Guar-
                        antor were references to the Investment Adviser.

                 (vii)  the Advance would not contravene Section 24(f)
                        (Margin Regulations) of the Master Collateral
                        Agreement.

                   PROVIDED THAT paragraphs (i) to (vii) shall not apply
                   in respect of an Advance to be applied solely in or
                   towards repayment of an outstanding Advance on the
                   relevant Utilisation Date.

              (b)  no more than two Advances may be made on the same day
                   and no more than 12 Advances may be outstanding at
                   any one time.

         4.3  CONFIRMATION OF COLLATERAL

              No Advance (other than an Advance to be applied solely in
              or towards repayment of an outstanding Advance) may be
              disbursed to the Borrower unless on the proposed Utilisa-
              tion Date the Administrative Agent and the Collateral
              Agent are satisfied that the Borrowing Base will be equal
              to or greater than the aggregate of the Total Outstandings
              after the disbursement to the Borrower of such Advance and
              all other Advances to be made on such Utilisation Date,
              taking into account any prepayments or repayments of Ad-
              vances which are to be made by the Borrower on such Utili-
              sation Date.
<PAGE>



         5.   UTILISATION OF THE FACILITY

         5.1  DELIVERY OF REQUESTS

              Subject to the terms of this Agreement, the Borrower may
              utilise the Facility by delivering a duly completed Re-
              quest to the Administrative Agent (copied to the Col-
              lateral Agent), not later than 12 noon three Business Days
              prior to the relevant Utilisation Date in relation to a
              LIBOR Advance and two Business Days prior to the relevant
              Utilisation Date in relation to a Base Rate Advance.
<PAGE>



                                        25


              5.2  FORM OF REQUEST

              Each Request shall specify:

              (a)  the proposed Utilisation Date, which shall be a Busi-
                   ness Day falling two days or more before the then
                   latest Final Maturity Date;

              (b)  the Requested Amount, which shall be a minimum of
                   $3,000,000 and integral multiples thereof of
                   $500,000;

              (c)  whether the Advances are to be LIBOR Advances or Base
                   Rate Advances;

              (d)  the Term of any requested LIBOR Advances, which shall
                   be a period of one, two, three or six months, or such
                   other period as may be agreed between the Borrower
                   and the Administrative Agent, in each case ending on
                   or before the then latest Final Maturity Date, Pro-
                   vided always that the term of the requested Advance
                   if it is to be a LIBOR Advance may be a period of
                   less than one month if, at the time of requesting
                   such Advance, the Borrower notifies the Administra-
                   tive Agent that such request is made in connection
                   with a public offering of shares by the Guarantor or
                   a major sale of assets of the Borrower; and

              (e)  the details of the bank and account to which the pro-
                   ceeds of the Advances are to be made available to the
                   Borrower in accordance with Clause 10.1 (Funds and
                   Place).

         6.   REDUCTION AND CANCELLATION OF THE TOTAL COMMITMENTS

         6.1  AUTOMATIC REDUCTION OF EACH LENDER'S COMMITMENT

              The amount of each Lender's Commitment shall (if not al-
              ready so reduced) be automatically reduced to zero at
              close of business on the Final Maturity Date for that
              Lender.

         6.2  VOLUNTARY CANCELLATION

              (a)  (i)  Subject to sub-paragraph (ii) below, the Bor-
                        rower may, on giving not less than five days'
                        prior written notice to the Administrative Agent
                        (which shall promptly give notice thereof to the
                        Lenders), cancel the Total Commitments in whole
                        or in part (but, if in part, in a minimum
                        amount, and integral multiples, of $10,000,000).

                  (ii)  Any cancellation may only take effect in respect
                        of the unutilized portion of the Facility.
<PAGE>



              (b)  Any cancellation in part under this Clause 6.2 shall
                   be applied against the Commitment of each Lender pro
                   rata.
<PAGE>



                                        26


              6.3  IRREVOCABLE

              (a)  Any notice by the Borrower under this Clause 6 of
                   cancellation of the whole or any part of the Total
                   Commitments shall be irrevocable and shall specify
                   the date upon which the cancellation is to become
                   effective and the amount of the Total Commitments to
                   be cancelled.

              (b)  No amount of the Total Commitments cancelled under
                   this Agreement may subsequently be reinstated unless
                   agreed by all the Lenders and the Administrative
                   Agent.

         7.   INTEREST

         7.1  RATE

              The rate of interest applicable to each Advance for its
              Term shall be the rate per annum determined by the Admin-
              istrative Agent to be the aggregate of:

              (a)  in the case of a LIBOR Advance, the LIBOR Margin and
                   LIBOR relative to that Advance; or

              (b)  in the case of a Base Rate Advance, the Base Rate
              relative to that Advance.

         7.2  DUE DATES

              Save as otherwise provided in this Agreement, 

              (a)  accrued interest on each LIBOR Advance is payable by
                   the Borrower on its Maturity Date or the last day of
                   its Interest Period and, if the Term of any LIBOR
                   Advance is longer than three months, at three monthly
                   intervals from the Utilisation Date of that Advance
                   or the first day of the relevant Interest Period as
                   the case may be;

              (b)  accrued interest on each Base Rate Advance is payable
                   by the Borrower in arrears in respect of the period
                   in which such Base Rate Advance is outstanding on
                   each March 31, June 30, September 30 and December 31
                   and the Final Maturity Date and the Final Repayment
                   Date.

         7.3  DEFAULT INTEREST

              (a)  If the Borrower or the Guarantor fails to pay any
                   amount payable by it under this Agreement on the due
                   date, it shall, on demand by the Administrative Agent
                   from time to time, pay interest on the overdue amount
                   from the due date up to the date of actual payment,
                   as well after as before judgment, at a rate, subject
<PAGE>



                   to paragraph (c) below, determined by the Administra-
                   tive Agent to be two per cent. (2%) per annum above
                   the higher of:

                   (i)  (in the case of an Advance which has become due
                        and payable prior to its Maturity Date or, if it
                        is a Term Advance, prior to the last day of the
                        relevant
<PAGE>



                                        27


                        Interest Period) the rate applicable to the
                        overdue amount under Clause 7.1(a) (Rate) im-
                        mediately before the due date (if of principal);
                        and

                  (ii)  (in all other cases) the rate which would have
                        been payable if the overdue amount had, during
                        the period of non-payment, constituted a LIBOR
                        Advance in the currency of the overdue amount
                        made under this Agreement for successive Terms
                        of up to three months, as the Administrative
                        Agent may determine from time to time (each a
                        "DESIGNATED TERM").

              (b)  The rate of interest shall be determined:

                   (i)  if calculated by reference to the Base Rate, on
                        each day; or

                  (ii)  if calculated by reference to LIBOR, two Busi-
                        ness Days before the first day of the relevant
                        Designated Term.

              (c)  If the Administrative Agent (after consultation with
                   the Reference Lenders) determines that deposits in
                   the currency of the overdue amount are not or were
                   not, as the case may be, being made available by the
                   Reference Lenders to leading banks in the London In-
                   terbank Market in the ordinary course of business,
                   the rate shall be determined by reference to the cost
                   of funds to the Reference Lenders from such other
                   sources as the Administrative Agent (after consulta-
                   tion with the Reference Lenders) may from time to
                   time reasonably determine.

              (d)  Interest shall be compounded monthly (if calculated
                   by reference to the Base Rate) or at the end of each
                   Designated Term (if calculated by reference to LI-
                   BOR).

         7.4  CALCULATION OF INTEREST

              Interest shall accrue from day to day, and be computed on
              the basis of:

              (a)  in the case of each LIBOR Advance and each Base Rate
                   Advance in respect of which interest thereon is de-
                   termined by reference to the Federal Funds Rate, 360
                   days and for the actual number of days elapsed;

              (b)  in the case of a Base Rate Advance in respect of
                   which interest thereon is determined by reference to
                   the Prime Rate, 365/366 days and for the actual num-
                   ber of days elapsed.
<PAGE>



         7.5  REDUCTION IN MARGIN

              The LIBOR Margin applicable to a LIBOR Advance shall be
              reduced to 1.50 per cent. per annum if and for so long as
              the Guarantor receives an investment grade rating for its
              senior unsecured long-term debt from two Rating Agencies,
              one of which shall be Moody's Investor Services, Inc. or
              Standard & Poor's Ratings Group.  Such reduction in LIBOR
              Margin shall apply on any Rate Fixing Day on which such
              investment grade rating is in effect.
<PAGE>



                                        28


              7.6  INTEREST PERIODS FOR TERM ADVANCES

              (a)  During the Term Period the Borrower may designate
                   Term Advances as LIBOR Advances or Base Rate Advances
                   provided that each Advance is in a minimum amount of
                   $10,000,000 and that there are not more than four
                   Term Advances outstanding at any time.  If the Bor-
                   rower requests a Term Advance which is a LIBOR Ad-
                   vance, the Borrower shall select interest periods for
                   the Term Advance.  Such selection will be made by the
                   Borrower in the Request given upon exercise of the
                   Term-out Option and during the Term Period, by a no-
                   tice received by the Administrative Agent not later
                   than 12 (noon) three Business Days before the com-
                   mencement of each Interest Period.

              (b)  During the Term Period, each Interest Period for the
                   Term Advance will commence on the Final Maturity Date
                   or the expiry of the immediately preceding Interest
                   Period.

              (c)  Each Interest Period will be of either one, two,
                   three or six months as so selected under
                   paragraph (a) above subject as provided below.

              (d)  If the Borrower fails to select an Interest Period
                   for the outstanding Term Advance during the Term Pe-
                   riod in accordance with paragraph (a) above, that
                   Interest Period will be  one month.

              (e)  The Borrower will ensure that Interest Periods in
                   respect of an Advance or Advances equal to a Repay-
                   ment Instalment shall be selected (and if necessary
                   shortened) so as to expire on a Repayment Date.

              (f)  An Interest Period which commences on the last Busi-
                   ness Day of a month shall end on the last Business
                   Day of the corresponding month.

              (g)  Subject to the foregoing, the Borrower may sub-divide
                   or consolidate Advances during the Term Period.

         7.7  NOTIFICATION

              Each determination of a rate of interest by the Adminis-
              trative Agent under this Agreement shall promptly be noti-
              fied to the relevant Contracting Parties.

         8.   REPAYMENT AND PREPAYMENT OF ADVANCES

         8.1  REPAYMENT OF ADVANCES

              (a)  The Borrower shall repay each Advance (other than a
                   Term Advance) made to it in full on its Maturity Date
<PAGE>



                   to the Administrative Agent for the account of the
                   Lenders.

              (b)  The Borrower shall repay the Term Advances (if made)
                   in full in four equal semi-annual instalments.  Each
                   instalment shall have a principal amount equal as
                   nearly as possible to 25 per cent. of the aggregate
                   principal amount of the Term Advances at the begin-
                   ning of the Term-Out Period.  The first repayment
                   instalment shall be paid on the Business Day 
<PAGE>



                                        29

                   falling six months after the Final Maturity Date.
                   The final repayment instalment shall be repaid on the
                   Final Repayment Date.

         8.2  PREPAYMENT OF ADVANCES

              (a)  The Borrower may, by giving not later than 12 noon on
                   the relevant day not less than three Business Days'
                   notice to the Administrative Agent (which shall be
                   irrevocable) and subject to Clause 26(a)(iii) (Indem-
                   nities), prepay any Advance made to it in a minimum
                   amount of US$1,000,000 and integral multiples of
                   $500,000 in excess thereof.

              (b)  The Borrower may not pre-pay any Advance except as
                   expressly provided in this Agreement.  Any Advance
                   prepaid prior to the Final Maturity Date may be re-
                   borrowed in accordance with the provisions of this
                   Agreement.

              (c)  Prepayments shall be made together with accrued in-
                   terest and all other amounts then due under this
                   Agreement.

              (d)  Any partial prepayment of the Term Advance shall be
                   applied against the repayment instalments in chrono-
                   logical order.

         8.3  MANDATORY PREPAYMENT/PROVISION OF COLLATERAL

              If at any time Total Outstandings exceed the Borrowing
              Base (a "COLLATERAL SHORTFALL"), the Borrower shall, be-
              fore close of business on the relevant date (as determined
              in accordance with Clause 8.4 below) prepay Advances and/
              or provide further Qualifying Collateral to the Collateral
              Agent in accordance with the Master Collateral Agreement
              so that the Total Outstandings after such prepayment and/
              or provision of Qualifying Collateral are equal to or less
              than the Borrowing Base.

         8.4  "BORROWING BASE VIOLATIONS"

              (a)  If a Compliance Certificate shows that the consoli-
                   dated Debt to Net Worth ratio of a Qualifying Issuer
                   exceeds 1.5:1 or the combined consolidated Debt to
                   Net Worth ratios of all Qualifying Issuers calculated
                   on a weighted average basis in accordance with the
                   definition of Qualifying Collateral exceeds 1:1 (the
                   "LEVERAGE EXCESS") and the Borrower has not provided
                   the Administrative Agent with evidence reasonably
                   satisfactory to the Administrative Agent that such
                   Leverage Excess has been rectified within 30 days
                   from the date of notification by the Administrative
                   Agent of such violation (the "LEVERAGE VIOLATION IN-
                   TERIM DATE") then the Borrower shall before close of
                   business on the date fifteen days after the Leverage
<PAGE>



                   Violation Interim Date, at its discretion, prepay
                   Advances and/or provide further Qualifying Collateral
                   to the Collateral Agent in accordance with the Master
                   Collateral Agreement so that Total Outstandings after
                   such prepayment and/or provision of Qualifying Col-
                   lateral are equal to or less than the Borrowing Base.

              (b)  If the ratio of consolidated EBITDA to consolidated
                   average Debt of a Qualifying Issuer is less than 14
                   per cent. or the consolidated Interest Coverage Ratio
                   of a Qualifying Issuer is less than 1.9:1 or the Debt
                   Service Coverage Ratio of a Qualifying Issuer is less
                   than 1.4:1 
<PAGE>



                                        30

                   for two consecutive quarters, as shown by reference
                   to the relevant Compliance Certificates then the Bor-
                   rower shall before close of business on the date fif-
                   teen days after notification by the Administrative
                   Agent of such violation for two consecutive quarters,
                   at its discretion, prepay Advances and/or provide
                   further Qualifying Collateral to the Collateral Agent
                   in accordance with the Master Collateral Agreement so
                   that Total Outstandings after such prepayment and/or
                   provision of Qualifying Collateral are equal to or
                   less than the Borrowing Base.

              (c)  If the Administrative Agent has notified the Borrower
                   that there is a violation of the Borrowing Base, as
                   shown by a Compliance Certificate (other than a vio-
                   lation referred to in paragraphs (a) or (b) above)
                   then the Borrower shall (i) before close of business
                   on the date (the "COMPLIANCE CERTIFICATE INTERIM
                   DATE") thirty days after the date on which the Admin-
                   istrative Agent has notified the Borrower of such
                   breach notify the Administrative Agent of its propos-
                   als to rectify such breach and (ii) before the close
                   of business on the date fifteen days after the Com-
                   pliance Certificate Interim Date, at its discretion,
                   prepay Advances and/or provide further Qualifying
                   Collateral to the Collateral Agent in accordance with
                   the Master Collateral Agreement so that Total Out-
                   standings after such prepayment and/or provision of
                   Qualifying Collateral are equal to or less than the
                   Borrowing Base.

              (d)  If the Administrative Agent has notified the Borrower
                   that there is a violation of the Borrowing Base, as
                   shown by a Borrowing Base Certificate (other than a
                   violation referred to in paragraphs (a) or (b)
                   above), then the Borrower shall (i) before close of
                   business on the date (the "BORROWING BASE CERTIFICATE
                   INTERIM DATE") fifteen days after the date on which
                   the Administrative Agent has notified the Borrower of
                   such breach notify the Administrative Agent of its
                   proposals to rectify such breach and (ii) before
                   close of business on the date thirty days after the
                   Borrowing Base Certificate Interim Date, at its dis-
                   cretion, prepay Advances and/or provide further
                   Qualifying Collateral to the Collateral Agent in ac-
                   cordance with the Master Collateral Agreement so that
                   Total Outstandings after such prepayment and/or pro-
                   vision of Qualifying Collateral are equal to or less
                   than the Borrowing Base.

         9.   MARKET DISRUPTION

              (a)  If, in relation to any proposed LIBOR Advance:
<PAGE>



                   (i)  where LIBOR is to be determined by reference to
                        the Reference Lenders and no, or only one, Ref-
                        erence Lender is able to supply a rate for the
                        purposes of determining LIBOR or the Administra-
                        tive Agent otherwise determines (which determi-
                        nation shall be conclusive and binding on all
                        the Contracting Parties) that adequate and fair
                        means do not exist for ascertaining LIBOR rela-
                        tive to the LIBOR Advance; or

                  (ii)  the Administrative Agent receives notification:

                        (A)  from Lenders participating in more than 50
                             per cent. by value of the proposed LIBOR
                             Advance that, in their opinion, Dollar de-
                             posits of equal duration to the Term re-
                             quested will not be available to them in
                             the London 
<PAGE>



                                        31

                             or Interbank Market in the ordinary course
                             of business in sufficient amounts to fund
                             their LIBOR Advance for that Term; or

                        (B)  from Lenders participating in more than 50
                             per cent. by value of the proposed LIBOR
                             Advance that, by reason of circumstances
                             affecting the London Interbank Market, the
                             cost to them of deposits obtained in the
                             London Interbank Market to fund their LIBOR
                             Advances would be in excess of the relevant
                             LIBOR,

               the Administrative Agent shall, promptly serve a notice
               (a "SUSPENSION NOTICE") on the Borrower and the relevant
               Lenders stating that the relevant event has occurred and
               that this Clause 9 is in operation.

              (b) After a Suspension Notice has been served:

                   (i)  notwithstanding any other provision of this
                        Agreement, the LIBOR Advance shall not be made;

                  (ii)  no further Requests for a LIBOR Advance or for
                        interest to be calculated on a LIBOR basis may
                        be delivered by the Borrower until the Adminis-
                        trative Agent notifies the Borrower that the
                        event specified in the Suspension Notice no
                        longer prevails, which the Administrative Agent
                        shall do as soon as practicable after so ascer-
                        taining;

                 (iii)  if the Borrower so requires, within five Busi-
                        ness Days of service of a Suspension Notice, the
                        Borrower and the Administrative Agent shall en-
                        ter into negotiations (which the Administrative
                        Agent shall not be obliged to continue for a
                        period of more than 30 days) in good faith with
                        a view to agreeing a substitute basis for deter-
                        mining the rate of interest and/or funding ap-
                        plicable to any future LIBOR Advances; and

                  (iv)  any substitute basis agreed under sub-
                        paragraph (iii) above shall, with the prior con-
                        sent of all the Lenders, take effect in ac-
                        cordance with its terms and be binding on all
                        the Contracting Parties.

         10.  PAYMENTS

         10.1 FUNDS AND PLACE

              (a)  Except as otherwise provided in this Agreement, all
                   payments to be made by the Borrower, the Guarantor or
                   any Lender under this Agreement shall be made to the
<PAGE>



                   Administrative Agent to the account of the Adminis-
                   trative Agent at Commerzbank Aktiengesellschaft New
                   York Branch, 2 World Financial Center, New York, NY
                   10281-1050, USA for value on the due date in Dollars
                   and in either immediately available Federal funds
                   (payment to be made no later than 12 noon (New York
                   time)) for credit to Account No. 150/1250406, Account
                   name, Commerzbank International S.A., Luxembourg or
                   Same Day Funds for credit to Account No 150/1250406,
                   Account name, Commerzbank International S.A., 
<PAGE>



                                        32


                   Luxembourg or at such other office or bank in New
                   York City as the Administrative Agent by not less
                   than five Business Days notice shall have previously
                   notified to the Borrower, Guarantor or Lender, as the
                   case may be.

              (b)  Subject to Clause 10.3 (Taxes), each payment received
                   by the Administrative Agent for the account of an-
                   other person under paragraph (a) above shall:

                   (i)  in the case of a payment received for the ac-
                        count of the Borrower, be made available by the
                        Administrative Agent to the Borrower by applica-
                        tion:

                        (A)  first, in or towards payment (on the date
                             of receipt) of any amount due from the Bor-
                             rower under this Agreement

                        (B)  secondly, in payment (on the date and in
                             the currency and funds of receipt) to the
                             account of the Borrower's custodial agent
                             with such office or bank in North Quincy,
                             Massachusetts as it shall have previously
                             notified to the Administrative Agent;

                             and

                  (ii)  in the case of any other payment, be made avail-
                        able by the Administrative Agent to the person
                        for whose account the payment was received (in
                        the case of a Lender for the account of its Fa-
                        cility Office) on the date of receipt for the
                        account of such person to such account of the
                        person with such office or bank in New York City
                        as it shall have previously notified to the Ad-
                        ministrative Agent;

              (c)  The Administrative Agent shall promptly distribute
                   payments received for the account of the Lenders
                   among the Lenders pro rata to their respective en-
                   titlements.

         10.2  RECOVERY OF PAYMENTS

              Unless the Administrative Agent has received notice from a
              Lender, the Borrower or the Guarantor not less than two
              Business Days before the date upon which the Lender, the
              Borrower or the Guarantor (the "PARTY LIABLE") is to pay
              an amount to the Administrative Agent for transfer to the
              Borrower or Lender respectively (the "PAYEE") that the
              party liable does not intend to make that amount available
              to the Administrative Agent, the Administrative Agent may
              assume that the party liable has paid the amount to it on
<PAGE>



              the due date in accordance with this Agreement.  In reli-
              ance upon that assumption, the Administrative Agent may
              (but shall not be obliged to) make available to the
              payee(s) a corresponding sum.  If the amount is not in
              fact made available to Administrative Agent and the party
              liable does not forthwith on demand pay the amount to the
              Administrative Agent together with interest on the amount
              until its payment at a rate determined by the Administra-
              tive Agent to reflect its cost of funds, the payee(s)
              shall forthwith on demand repay the amount to the Adminis-
              trative Agent together with interest on the amount calcu-
              lated as above.  The provisions of this Clause 10.2 are
              without prejudice to any rights which the Agent and the
              payee may have against the party liable.
<PAGE>



                                        33

              10.3  TAXES

              (a)  All payments to be made by the Borrower or the Guar-
                   antor under the Finance Documents shall be made:

                   (i)  without set-off or counterclaim; and

                  (ii)  free and clear of and without deduction for or
                        on account of all Taxes except to the extent
                        that the Borrower or the Guarantor is compelled
                        by law to make payment subject to any Taxes.

                   For the purposes of this Clause 10, "RELEVANT TAX"
                   means any Tax imposed by or in the USA or the juris-
                   diction of incorporation of the Borrower or the Guar-
                   antor or any other jurisdiction from or through which
                   a payment is made by the Borrower or the Guarantor
                   under any Finance Document (or any federation or or-
                   ganisation of which any of those jurisdictions is at
                   the relevant time a member) or any political sub-
                   division or taxing authority of any of the foregoing.

              (b)  All Taxes required to be deducted or withheld from
                   any amounts paid or payable under the Finance Docu-
                   ments shall be paid by the Borrower or the Guarantor
                   (as the case may be) promptly and in any event before
                   penalties attach thereto.  If any Relevant Taxes or
                   amounts in respect of Relevant Taxes must be deducted
                   from any amounts payable or paid by the Borrower or
                   the Guarantor under the Finance Documents (or payable
                   or paid by an Agent to a Financial Institution under
                   the Finance Documents), the Borrower or the Guarantor
                   (as the case may be) shall pay such additional
                   amounts as may be necessary to ensure that the rel-
                   evant Financial Institution receives a net amount
                   equal to the full amount which it would have received
                   had payment not been made subject to Relevant Tax.

              (c)  Within thirty days of each payment by the Borrower or
                   the Guarantor under sub-paragraph (b) above of Tax or
                   in respect of Taxes, it shall deliver to the Adminis-
                   trative Agent for the relevant Financial Institution
                   a certified copy of the original receipt, if one is
                   available, or other appropriate evidence issued by
                   the authority to whom the payment was made that the
                   Tax has been duly remitted to the appropriate author-
                   ity.

              (d)  (i)  Subject to sub-paragraph (ii) below, if Relevant
                        Taxes must be withheld or deducted from any
                        amounts payable or paid by the Borrower or the
                        Guarantor to a Lender under the Finance Docu-
                        ments the  Borrower or the Guarantor (as the
                        case may be) may by giving not less than ten
                        Business Days' notice to the Lender (through the
                        Administrative Agent):
<PAGE>



                        (A)  prepay in full any Advance made to it by
                             the Lender together with all other amounts
                             payable to the Lender under the Finance
                             Documents; and

                        (B)  cancel that Lender's Commitment;

                  (ii)  any notice by the Borrower or the Guarantor
                        shall be irrevocable and may only be given under
                        sub-paragraph (i) above whilst the duty to with-
                        hold or deduct 
<PAGE>



                                        34

                        continues and for so long as no Default has oc-
                        curred which is continuing; such Lender's Com-
                        mitment shall be cancelled on the giving of the
                        notice; and

                 (iii)  the Borrower shall be entitled to introduce a
                        new Lender acceptable to the Administrative
                        Agent or arrange for an existing Lender to as-
                        sume the Commitment and Advance of the Lender
                        where Commitment has been cancelled and Advance
                        prepaid in accordance with sub-paragraphs (i)
                        and (ii) above.

         10.4  NON-BUSINESS DAYS

              Whenever any payment under the Finance Documents becomes
              due on a day which is not a Business Day, then the due
              date shall instead be the next Business Day in that calen-
              dar month (if there is one) or the preceding Business Day
              (if there is not).  During any extension of the due date
              for payment of any principal under this Agreement interest
              shall be payable on the principal at the rate payable on
              the original due date.

         10.5  CERTIFICATIONS

              Any certification or determination of a rate or amount
              made by a Financial Institution shall be prima facie
              evidence of the matters certified or determined.

         10.6  APPROPRIATIONS

              In the case of a partial payment, the Administrative Agent
              may appropriate the payment towards the obligations of the
              Borrower or the Guarantor under the Finance Documents in
              the following order:

              (a)  FIRST, in or towards payment pro rata of any costs
                   and expenses of the Financial Institutions due but
                   unpaid under the Finance Documents;

              (b)  SECONDLY, in or towards payment pro rata of any ac-
                   crued interest due but unpaid under the Finance Docu-
                   ments;

              (c)  THIRDLY, in or towards payment pro rata of any prin-
                   cipal due but unpaid under the Finance Documents; and

              (d)  FOURTHLY, in or towards payment pro rata of any other
                   sum due but unpaid under the Finance Documents.

              Any appropriation as above shall override any appropria-
              tion made by the Borrower or the Guarantor.
<PAGE>



         10.7  MITIGATION

              If, in respect of any Lender, circumstances arise which
              would, or would on the giving of notice, result in:
<PAGE>



                                        35


              (a)  any additional amounts becoming payable under
                   Clause 10.3(b) (Taxes); or

              (b)  any amount becoming payable under Clause 11 (In-
                   creased Costs); or

              (c)  any prepayment or cancellation under Clause 12 (Il-
                   legality),

              then, without limiting the obligations of the Borrower and
              the Guarantor under this Agreement and without prejudice
              to the terms of Clauses 10 (Payments), 11 and 12, the
              Lender shall, in consultation with the Administrative
              Agent, the Borrower and the Guarantor, take such reason-
              able steps as may be open to it (including, without limi-
              tation, changing a Facility Office) to mitigate or remove
              such circumstance, including (without limitation) the
              transfer of its rights and obligations under this Agree-
              ment to another bank or financial institution acceptable
              to the Borrower and the Guarantor, unless to do so might
              (in the opinion of the Lender) in any way be materially
              prejudicial to it or would otherwise be contrary to its
              banking policy.

         11.  INCREASED COSTS

         11.1  INCREASED COSTS

              Subject to Clause 11.2 (Exceptions), if the result of the
              introduction of or any change in any law, regulation,
              treaty or official directive or request from any govern-
              mental or regulatory authority (whether or not having the
              force of law but if not having the force of law, being of
              a type with which the Lender is accustomed to comply) or
              any change in the interpretation or application thereof
              including, without limitation, those relating to Taxation,
              any reserve, special deposit, cash ratio, liquidity or
              capital adequacy requirement or any other form of banking
              or monetary controls, is that:

              (i)  a Financial Institution incurs an additional cost as
                   a result of having entered into, or performing, main-
                   taining or funding its obligations under, any Finance
                   Document; or

             (ii)  a Lender incurs an additional cost in making, funding
                   or maintaining all or any advances comprised in a
                   class of advances formed by or including the Advances
                   made or to be made by it under this Agreement; or

            (iii)  any amount payable to a Financial Institution or the
                   effective return to a Financial Institution under
                   this Agreement or on its capital is reduced; or
<PAGE>



             (iv)  a Financial Institution makes any payment or foregoes
                   any interest or other return on or calculated by ref-
                   erence to any amount received or receivable by it
                   from the Borrower, the  Guarantor or the Administra-
                   tive Agent under any Finance Document,

         then and in each such case:

                   (A)  the Financial Institution shall notify the Bor-
                        rower through the Administrative Agent of the
                        relevant event promptly upon becoming aware of
                        the event and of the amount of any claim under
                        this Clause 11.1 promptly upon ascertaining that
                        amount;  
<PAGE>



                                        36



                   (B)  within 14 days of any demand from time to time
                        by the Financial Institution through the Admin-
                        istrative Agent, the Borrower shall pay to the
                        Administrative Agent for the account of the Fi-
                        nancial Institution such amount as the Financial
                        Institution shall certify will compensate the
                        Financial Institution for the additional cost
                        (or, in the case of paragraph (ii) above, the
                        proportion of the additional cost as is at-
                        tributable to its making, funding or maintaining
                        Advance(s)), reduction, payment or forgone in-
                        terest or other return.

                   (C)  (a)  subject to sub-paragraph (b) below, the
                             Borrower may by giving not less than ten
                             Business Days' notice to the Lender
                             (through the Administrative Agent):

                             (i)  prepay in full any Advance made to it
                                  by the Lender together with all other
                                  amounts payable to the Lender under
                                  the Finance Documents; and

                             (ii) cancel that Lender's Commitment;

                        (b)  any notice by the Borrower shall be ir-
                             revocable and may only be given under sub-
                             paragraph (a) above whilst the circum-
                             stances giving rise to the notification
                             under paragraph (A) above continue and for
                             so long as no Event of Default has occurred
                             which is continuing; such Lender's
                             Commitment shall be cancelled on the giving
                             of the notice; and

                        (c)  the Borrower shall be entitled to introduce
                             a new Lender acceptable to the Administra-
                             tive Agent or arrange for an existing
                             Lender to assume the Commitment and Advance
                             of the Lender where Commitment has been
                             cancelled and Advance prepaid in accordance
                             with sub-paragraphs (c)(a)(i) and (ii)
                             above.

         11.2  EXCEPTIONS

              Clause 11.1 shall not apply to or in respect of:

              (a)  any change in the rate of Taxation on the overall net
                   income of a Lender (or the overall net income of a
                   division or branch of the Lender) imposed in the ju-
                   risdiction in which its principal office or Facility
                   Office for the time being is situate;
<PAGE>



              (b)  any circumstances referred to in Clause 10.3 (Taxes)
                   or to the extent otherwise provided in Clause 24.8
                   (Increased Costs/Withholding Taxes);

              (c)  any increased cost which is incurred in consequence
                   of the implementation of matters set out in the re-
                   port of the Basle Committee on Banking Regulations
                   and Supervisory Practices dated July, 1988 and en-
                   titled "International Convergence and Capital Mea-
                   surement and Capital Standards", unless it results
                   from a change in the interpretation, 
<PAGE>



                                        37

                   administration or application of such matters by any
                   relevant agency after the date of this Agreement; and

              (d)  any increased cost attributable to the negligence or
                   wilful misconduct of a Finance Party.

         12.  ILLEGALITY

              If the introduction of or any change in any law, regula-
              tion, treaty or official directive (whether or not having
              the force of law but, if not having the force of law, be-
              ing of a type with which the Lender is accustomed to com-
              ply) shall make it unlawful or contrary to an official
              directive ("SUPERVENING ILLEGALITY") in any jurisdiction
              for any Lender to make available or fund or maintain any
              Advance or to give effect to its obligations as contem-
              plated by this Agreement, the Lender may give notice
              thereof to the Borrower through the Administrative Agent,
              whereupon:

              (a)  the Borrower shall, within the time allowed by the
                   relevant law, regulation, treaty or official direc-
                   tive, prepay the Lender's Advances to it together
                   with all other amounts payable to the Lender under
                   the Finance Documents; and

              (b)  such Lender's Commitment shall forthwith be can-
                   celled,

              to the extent required to remove the Supervening Illegal-
              ity.

         13.  GUARANTEE

         13.1 GUARANTEE

              The Guarantor irrevocably and unconditionally:

              (a)  guarantees to the Financial Institutions, as princi-
                   pal obligor and not merely as surety, prompt perfor-
                   mance by the Borrower of all its obligations under
                   this Agreement and the other Finance Documents and
                   the payment of all sums payable now or in the future
                   to the Financial Institutions by the Borrower under
                   this Agreement when and as they become due; and

              (b)  undertakes with the Financial Institutions that if
                   and whenever the Borrower is in default in the pay-
                   ment of any amount under this Agreement the Guarantor
                   shall forthwith pay the amount as if the Guarantor
                   instead of the Borrower were expressed to be the
                   principal obligor, together with interest on the
                   amount at the rate per annum from time to time pay-
                   able by the Borrower on the amount from the date when
                   it becomes payable by the Borrower until payment of
                   it in full.
<PAGE>



         13.2  CONTINUING GUARANTEE

              This guarantee is a continuing guarantee and shall extend
              to the ultimate balance of all sums payable by the Bor-
              rower under the Finance Documents.
<PAGE>



                                        38


         13.3  REINSTATEMENT

              Where any discharge (whether in respect of the obligations
              of the Borrower or any security for those obligations or
              otherwise) is made in whole or in part or any arrangement
              is made on the faith of any payment, security or other
              disposition which is avoided or must be repaid on bank-
              ruptcy, liquidation or otherwise without limitation, the
              liability of the Guarantor under this guarantee shall con-
              tinue as if the discharge or arrangement, as the case may
              be, had not occurred.  Each of the Financial Institutions
              is entitled to concede or compromise any claim that any
              payment, security or other disposition is liable to avoid-
              ance or repayment.

         13.4  WAIVER OF DEFENCES

              The obligations of the Guarantor under this Clause 13
              shall not be affected by any act, omission, matter or
              thing which, but for this provision, might operate to re-
              lease or otherwise exonerate it from its obligations under
              this Clause 13 in whole or in part, including without
              limitation and whether or not known to it or any Financial
              Institution:

              (a)  any time or waiver granted to or composition with the
                   Borrower or any other person;

              (b)  the taking, variation, compromise, renewal or release
                   of, or refusal or neglect to perfect or enforce, any
                   rights, remedies or securities against the Borrower
                   or any other person;

              (c)  any legal limitation, disability, incapacity or other
                   circumstances relating to the Borrower or any other
                   person;

              (d)  any variation of a Finance Document or any other
                   document or security so that references to the Fi-
                   nance Document in this Clause 13 shall include each
                   variation (including without limitation any substi-
                   tute basis agreed under Clause 9 (Market Disrup-
                   tion)); or

              (e)  any unenforceability, invalidity or frustration of
                   any obligations of the Borrower or any other person
                   under any Finance Document or any other document or
                   security, to the intent that the Guarantor's obliga-
                   tions under this Clause 13 shall remain in full force
                   and its guarantee be construed accordingly, as if
                   there were no unenforceability, invalidity or frus-
                   tration.
<PAGE>



         13.5  IMMEDIATE RECOURSE

              The Guarantor waives any right it may have of first re-
              quiring any of the Financial Institutions to proceed
              against or enforce any other rights or security or claim
              payment from any other person before claiming from the
              Guarantor under this Clause 13.

         13.6  PRESERVATION OF RIGHTS

              Until all amounts which may be or become payable by the
              Borrower under or in connection with this Agreement  and
              the other Finance Documents have been irrevocably paid and
              discharged in full, each Financial Institution may:
<PAGE>



                                        39


                   (a)  refrain from applying or enforcing, as appropri-
                        ate, any other moneys, security or rights held
                        or received by that Financial Institution in
                        respect of those amounts, or apply and enforce
                        the same in such manner and order as it sees fit
                        (whether against those amounts or otherwise) and
                        the Borrower shall not be entitled to the ben-
                        efit of the same; and

              (b)  hold in an interest bearing suspense account any mon-
                   eys received from the Guarantor or on account of the
                   Borrower's liability under this Clause 13.

         13.7  NON-COMPETITION

              (a)  Until all amounts which may be or become payable by
                   the Borrower under this Agreement have been ir-
                   revocably paid in full, the Guarantor shall not:

                   (i)  be subrogated to any rights, security or moneys
                        held, received or receivable by any Financial
                        Institution or be entitled to any right of con-
                        tribution in respect of any payment made or mon-
                        eys received on account of the Guarantor's li-
                        ability under this Clause 13;

                  (ii)  be entitled and claim to rank as a creditor
                        against the estate or in the bankruptcy or liq-
                        uidation of the Borrower in competition with any
                        Financial Institution; or

                 (iii)  receive, claim or have the benefit of any pay-
                        ment, distribution or security from or on ac-
                        count of the Borrower, or exercise any right of
                        set-off as against the Borrower.

              (b)  The Guarantor shall forthwith pay to the Administra-
                   tive Agent for the account of the Financial Institu-
                   tions an amount equal to any set-off (as referred to
                   in (iii) above) in fact exercised by it and shall
                   hold in trust for and forthwith pay or transfer, as
                   the case may be, to the Administrative Agent for the
                   Financial Institutions any payment or distribution or
                   benefit of security in fact received by it.

         13.8  OTHER DOCUMENTS

              This guarantee shall be in addition to and shall not in
              any way be prejudiced by any other guarantee or any secu-
              rity now or hereafter held by any Financial Institution in
              respect of the obligations of the Borrower under this
              Agreement.
<PAGE>



         13.9 CERTIFICATE

              A certificate of the Administrative Agent as to any amount
              owing from the Borrower under this Agreement or any other
              Finance Document shall be prima facie evidence of that
              amount.
<PAGE>



                                        40

         14.  REPRESENTATIONS AND WARRANTIES

         14.1  REPRESENTATIONS AND WARRANTIES

              Each of the Borrower and the Guarantor (in respect of it-
              self and its Subsidiaries) represents and warrants to each
              of the Financial Institutions that:

              (a)  ORGANISATION, ETC.

                   (i)  Each member of the Group is a corporation val-
                        idly organised and existing and, if applicable,
                        in good standing under the laws of the State or
                        jurisdiction of its incorporation, is duly
                        qualified to do business and, if applicable, in
                        good standing as a foreign corporation in each
                        jurisdiction where the nature of its business
                        makes such qualification necessary and has full
                        power and authority to own its property and con-
                        duct its business substantially as presently
                        conducted and as presently proposed to be con-
                        ducted by it;

                  (ii)  it has full power and authority to enter into
                        and to perform its obligations under the Finance
                        Documents to which each is a party; and

                 (iii)  it is in compliance with all Requirements of
                        Law, except to the extent that the failure to
                        comply therewith could not, in the aggregate,
                        have a material adverse effect on the business,
                        operations, property or financial or other con-
                        dition of the Group taken as a whole, and could
                        not materially adversely affect the ability of
                        the Borrower or the Guarantor to perform its
                        obligations under any Finance Document.

              (b)  DUE AUTHORISATION

                   The execution and delivery by each of the Borrower
                   and the Guarantor of the Finance Documents executed
                   or to be executed by it, the performance by each of
                   the Borrower and the Guarantor of its respective ob-
                   ligations under the Finance Documents and the trans-
                   actions contemplated by the Finance Documents:

                   (i)  have been duly authorised by all necessary cor-
                        porate action;

                  (ii)  do not and will not require any approval or con-
                        sent of any governmental agency or authority;

                 (iii)  do not and will not conflict with, result in any
                        violation of, or constitute a default under any
                        provision of the constitutive documents of the
<PAGE>



                        Borrower, the Guarantor or any of their Subsid-
                        iaries or any agreement, instrument or document
                        binding upon or applicable to the Borrower or
                        the Guarantor or any of their Subsidiaries or
                        any present law or governmental regulation or
                        court or administrative decree or order ap-
                        plicable to the Borrower, the Guarantor or any
                        of their Subsidiaries;
<PAGE>



                                        41


                  (iv)  will not, save as provided by the Finance Docu-
                        ments, result in or require the creation or im-
                        position of any Security Interest on any prop-
                        erty of any member of the Group pursuant to the
                        provisions of any agreement, indenture or other
                        instrument or document binding upon or ap-
                        plicable to any member of the Group.

              (c)  VALIDITY OF THE FINANCE DOCUMENTS

                   Each Finance Document will on the due execution and
                   delivery thereof be the legal, valid and binding ob-
                   ligation of the Borrower or the Guarantor, as the
                   case may be, enforceable against the Borrower or the
                   Guarantor in accordance with its terms, subject only
                   to such qualifications as may be contained in the
                   legal opinions delivered under Clause 4.1(a) (Docu-
                   mentary Conditions Precedent).

              (d)  FINANCIAL INFORMATION

                   (i)  All balance sheets, statements of income and
                        shareholders' equity, changes in financial posi-
                        tion and other financial information which have
                        been or will be furnished by the Borrower or the
                        Guarantor to the Administrative Agent for any
                        Financial Institution for the purposes of or in
                        connection with this Agreement or any transac-
                        tion contemplated hereby have been or will be
                        prepared in accordance with generally accepted
                        accounting principles consistently applied
                        throughout the periods involved (except as dis-
                        closed therein) and, as far as the Borrower or
                        the Guarantor is aware, do or will give a true
                        and fair view of the consolidated or consolidat-
                        ing, as appropriate, financial condition of the
                        Group or financial condition of the Borrower, as
                        the case may be, as at the dates thereof and the
                        results of their operations for the periods then
                        ended, including, without limitation, the con-
                        solidated balance sheet at December 31, 1995,
                        the statement of net assets, the statement of
                        operations, the statement of changes in net as-
                        sets and the schedule of investments for the
                        Fiscal Year then ended, of the Group, certified
                        by Price Waterhouse S.A. together with the unau-
                        dited statement of funds from operations for the
                        period from July 7 to December 31, 1995; and

                  (ii)  Since December 31, 1995 there has been no mate-
                        rial adverse change in the consolidated finan-
                        cial condition of the Group taken as a whole
                        from that reflected in the consolidated balance
                        sheet as of December 31, 1995.
<PAGE>



              (e)  ABSENCE OF DEFAULT

                   No member of the Group is in default in the payment
                   of any Debt in an aggregate amount of more than
                   $10,000,000 (or its equivalent in any other currency)
                   or any other material obligation or under any law or
                   governmental regulation or court or administrative
                   decree or order materially affecting its property or
                   business, or aware of any facts or circumstances
                   which would give rise to any such default.
<PAGE>



                                        42


                   (f)  LITIGATION, ETC.

                   No litigation or arbitration or governmental investi-
                   gation or proceeding against any member of the Group
                   or to which any of the properties of any member
                   thereof is subject is pending or, to the knowledge of
                   the Borrower or the Guarantor threatened which, if
                   adversely determined, might materially adversely af-
                   fect the consolidated financial condition or opera-
                   tions of the Group or impair the ability of the Bor-
                   rower or the Guarantor to perform any of its obliga-
                   tions under any Finance Document.

              (g)  NO BURDENSOME AGREEMENT

                   No member of the Group is a party to any agreement or
                   other instrument or document, or subject to any char-
                   ter or other corporate restriction, materially ad-
                   versely affecting its business, properties, assets,
                   operations or condition (financial or otherwise).

              (h)  TAXES

                   Each member of the Group has filed all tax returns
                   and reports required by law to have been filed by
                   them and have paid all taxes and governmental charges
                   thereby shown to be owing, except for taxes being
                   contested in good faith by appropriate proceedings
                   and for which appropriate reserves have been estab-
                   lished in accordance with generally accepted account-
                   ing principles.

              (i)  ERISA

                   No member of the Group has a pension benefit plan
                   subject to Title IV of ERISA.  No unpaid or contin-
                   gent liability to the Pension Benefit Guaranty Corpo-
                   ration ("PBGC") has been or is expected to be in-
                   curred, directly or indirectly, by any member of the
                   Group (other than for payment of PBGC premiums in the
                   ordinary course).  No event has occurred and there
                   exists no condition or set of circumstances which
                   presents a material risk of the termination or par-
                   tial termination of any plan which could result, di-
                   rectly or indirectly, in a liability on the part of
                   any member of the Group to the PBGC.  The Group con-
                   stitutes a venture capital operating company for the
                   purposes of ERISA or is otherwise exempt from ERISA
                   requirements.

              (j)  PARI PASSU

                   The obligations of the Borrower and the Guarantor
                   under the Finance Documents are direct and uncondi-
                   tional obligations and rank in all respects at least
<PAGE>



                   pari passu with all other present and future unse-
                   cured and unsubordinated obligations of the Borrower
                   and the Guarantor except to the extent that such ob-
                   ligations are afforded priority under the Security
                   Documents.

              (k)  CONFIDENTIAL INFORMATION MEMORANDUM

                   The information contained in the Confidential Infor-
                   mation Memorandum (as supplemented prior to the date
                   of the Syndication Agreement) was and remains true
                   and accurate in all 
<PAGE>



                                        43

                   material respects as at its date, the date of this
                   Agreement and the date of the Syndication Agreement
                   and was not incomplete or misleading in any material
                   respect by reason of any omission.

              (l)  NOT AN INVESTMENT COMPANY

                   It is not an "investment company" within the meaning
                   of the Investment Company Act of 1940 of the USA.

         14.2  REPETITION

               The representations and warranties set out in Clause 14.1
               shall:

               (a)  be made on the Signing Date; and

               (b)  (unless expressed to be given as at or in respect of
                    a particular date) be deemed to be repeated on the
                    date of the Syndication Agreement and (other than
                    Clause 14.1(k)) on the date of delivery of each Re-
                    quest, on each Utilisation Date and on the first day
                    of each Interest Period, with reference to the facts
                    and circumstances then subsisting, as if made at
                    such time.

         15.   COVENANTS

               The covenants in this Clause 15 shall remain in force
               from the Signing Date for so long as the Commitment is in
               force or any amount is outstanding under the Finance
               Documents.

         15.1  FINANCIAL INFORMATION, ETC.

               Each of the Borrower and the Guarantor will furnish, or
               will cause to be furnished to the Administrative Agent
               for each Lender and to the Collateral Agent, copies of
               the following financial statements, reports and informa-
               tion (all of which shall be computed in Dollars):

               (a)  together with the financial statements delivered
                    pursuant to Clauses 15.1(b) and (c) hereof, a Com-
                    pliance Certificate and an updated and revised
                    schedule I to the Master Collateral Agreement;

               (b)  within 60 days after the close of each of the first
                    three quarters of each Fiscal Year, consolidated
                    balance sheets of the Borrower and of the Guarantor
                    at the close of such quarter, and the related con-
                    solidated and consolidating statements of income and
                    retained earnings, stockholders' equity and state-
                    ments of changes in financial position of the Bor-
                    rower and of the Guarantor for the period commencing
                    at the end of the previous Fiscal Year and ending
<PAGE>



                    with the close of such quarter, certified by a Man-
                    aging Director or Financial Director of each of the
                    Borrower and the Guarantor prepared in accordance
                    with generally accepted accounting principles;

               (c)  within 90 days after the close of each Fiscal Year
                    consolidated balance sheets at the close of such
                    Fiscal Year and the related consolidated statements
                    of income and retained 
<PAGE>



                                        44

               earnings, stockholders' equity and changes in financial
               position for such Fiscal Year, of the Borrower and of the
               Group, certified without qualification by Price Water-
               house S.A. or other independent public accountants of
               recognised standing selected by the Guarantor and accept-
               able to the Majority Lenders;

               (d)  promptly upon receipt thereof, copies of all de-
                    tailed financial and management reports submitted to
                    the Borrower or the Guarantor by independent public
                    accountants in connection with each annual or in-
                    terim audit made by such accountants of the books of
                    any member of the Group;

               (e)  promptly upon the mailing thereof to stockholders
                    generally, any annual report, proxy statement or
                    other communication;

               (f)  promptly upon any filing thereof by the Borrower or
                    the Guarantor with the Institute Monetaire Luxem-
                    bourgeoise or the Securities and Exchange Commis-
                    sion, any annual, periodic or special report or reg-
                    istration statement (exclusive of exhibits thereto)
                    or any prospectus generally available to the public;

               (g)  promptly from time to time at the reasonable request
                    of the Administrative Agent valuations (appraisals)
                    from the Guarantor's independent valuers approved by
                    the Administrative Agent (acting reasonably) of
                    land, properties under development and operating
                    properties held by the Borrower and the Qualifying
                    Issuers which are Subsidiaries and in the case of
                    other Qualifying Issuers if the Borrower or the
                    Guarantor or the Investment Adviser has such valua-
                    tions;

               (h)  if in the Administrative Agent's reasonable opinion
                    the aggregate Market Value of Qualifying Collateral
                    has been adversely affected in a material way for
                    whatever reason, a Borrowing Base Certificate dated
                    and delivered within ten days of a request by the
                    Administrative Agent which Borrowing Base Certifi-
                    cate shall demonstrate compliance with the Borrowing
                    Base based upon the Market Value as defined in
                    Clause 1.1 subject to the following modifications:

                    (1)  the closing sale or bid price, as the case may
                         be, of a Qualifying Security quoted by the
                         Pricing Service as of the Business Day im-
                         mediately preceeding the date of the Borrowing
                         Base Certificate shall apply;

                    (2)  in all other cases the values or amounts used
                         for the purposes of the most recent Compliance
                         Certificate delivered under Clause 15.1(a)
                         shall apply for those items forming part of the
<PAGE>



                         Qualifying Collateral at the date of the Bor-
                         rowing Base Certificate or if the relevant
                         Qualifying Security has been acquired since the
                         date of the most recent Compliance Certificate
                         the value basis set out in sub-paragraph (c) of
                         the definition of Market Value shall be used
                         for such items;

               (i)  promptly from time to time an updated and revised
                    schedule I to the Master Collateral Agreement as the
                    Administrative Agent may reasonably request from
                    time to time; and
<PAGE>



                                        45


               (j)  promptly from time to time such other information
                    with respect to the Collateral or the financial con-
                    dition and operations of the Group as any Lender
                    may, through the Administrative Agent, from time to
                    time reasonably request.

         15.2  MAINTENANCE OF CORPORATE EXISTENCE

               Except as permitted by Clause 15.13 (Consolidation,
               Merger, etc.), each of the Borrower and the Guarantor
               will cause to be done at all times all things necessary
               to maintain and preserve its corporate existence.

         15.3  PAYMENT OF TAXES, ETC.

               Each of the Borrower and the Guarantor will, and shall
               cause each of its Subsidiaries to, pay and discharge, as
               the same may become due and payable, all taxes, govern-
               mental assessments and other governmental charges or lev-
               ies on it or on any of its property, as well as claims of
               any kind which, if unpaid, might become a lien upon any
               of its properties, provided, however, that the foregoing
               shall not require any member of the Group to pay any such
               tax, assessment, charge, levy or lien so long as it shall
               contest the validity thereof in good faith by appropriate
               proceedings and shall set aside and maintain, in ac-
               cordance with generally accepted accounting principles,
               adequate reserves with respect thereto.

         15.4  INSURANCE

               Each of the Borrower and the Guarantor will, and will
               cause each other member of the Group to, maintain insur-
               ance coverage by financially sound and reputable insurers
               in such forms and amounts, with such deductibles and
               against such risks, as are customary for corporations en-
               gaged in the same or a similar business and owning and
               operating similar properties.

         15.5  NOTICE OF DEFAULT OR LITIGATION

               Each of the Borrower and the Guarantor will as soon as
               practicable after becoming aware of the same (and in any
               event within one Business Day of becoming aware of such
               occurrence) give notice to the Administrative Agent of:

               (a)  the occurrence of any Default;

               (b)  any litigation or arbitration or any governmental
                    investigation or proceeding previously not disclosed
                    by it to the Lenders which has been instituted or is
                    threatened against any member of the Group or to
                    which any of the properties of any thereof is or may
                    become subject which, if adversely determined, might
<PAGE>



                    materially adversely affect the consolidated finan-
                    cial condition or operations of the Group or impair
                    the ability of the Borrower or the Guarantor to per-
                    form its obligations under any Finance Document; and

               (c)  any material adverse development which shall occur
                    in any litigation, arbitration or governmental in-
                    vestigation or proceeding previously disclosed by
                    the Borrower to the Lenders. 
<PAGE>



                                        46


         15.6  CONDUCT OF BUSINESS

               Each of the Borrower and the Guarantor will, and will
               cause each Subsidiary to do or cause to be done all
               things reasonably necessary to preserve and keep in full
               force and effect its existence and all franchises, rights
               and privileges necessary for the proper conduct of its
               business.

         15.7  DIRECT OWNERSHIP OF REAL ESTATE 

               No member of the Group will own directly any real prop-
               erty or interest therein without giving prior notice to
               the Administrative Agent and agreeing with the Adminis-
               trative Agent prior to acquiring such property or inter-
               est a form of mortgage or security interest in respect of
               such property or interest in form and substance reason-
               ably satisfactory to the Administrative Agent and grant-
               ing to the Collateral Agent on behalf of the Lenders a
               first ranking priority security interest over such prop-
               erty or interest provided that this covenant shall not
               apply to a lease by the Borrower or the Guarantor of of-
               fice premises for its own use for which a full market
               rent with no premium is to be paid.

         15.8  BOOKS AND RECORDS

               Each of the Borrower and the Guarantor will, and will
               cause each other member of the Group to, keep all mate-
               rial books and records reflecting all of its business
               affairs and transactions in accordance with generally
               accepted accounting principles and permit any Lender or
               any of its representatives (provided that such person is
               accompanied by a representative of the Borrower or the
               Guarantor), at reasonable times and intervals, to visit
               all of its offices, discuss its financial matters with
               its officers and independent accountants (and hereby au-
               thorises such independent accountants to discuss its fi-
               nancial matters with the Administrative Agent or any
               Lender or its representatives) and examine any of its
               books and other corporate records.

         15.9  VALUE OF ASSETS 

               The Borrower and Guarantor will ensure that the value of
               consolidated gross assets of the Borrower comprise no
               less than 90 per cent. of the value of consolidated gross
               assets of the Guarantor computed in accordance with gen-
               erally accepted accounting principles.

         15.10 SECURITY INTERESTS

               The Borrower and the Guarantor will not, and will not
               permit any Subsidiary to, create, incur, assume or suffer
               to exist any Security Interest upon any of its property
<PAGE>



               or assets or revenues, whether now owned or hereafter ac-
               quired, except:

               (a)  liens for taxes, assessments or other governmental
                    charges or levies, and liens securing claims or de-
                    mands incurred in the ordinary course of business,
                    provided in each case that:

                    (i)  payment thereof is not at the time required by
                         Clause 15.3 (Payment of Taxes); and
<PAGE>



                                        47


                   (ii)  if required by generally accepted accounting
                         principles, the applicable member of the Group
                         shall have set aside and maintained adequate
                         reserves with respect thereto;

               (b)  liens incurred in the ordinary course of business in
                    connection with workmen's compensation, unemployment
                    insurance or other forms of governmental insurance
                    or benefits, or to secure performance of tenders,
                    statutory obligations, leases and contracts (other
                    than for borrowed money) entered into in the ordi-
                    nary course of business or to secure obligations on
                    surety or appeal bonds;

               (c)  Security Interests for the benefit of the Lenders
                    under the Security Documents;

               (d)  Security Interests over real property or interests
                    therein in existence at the date of acquisition of
                    such property or interest by a Subsidiary which is a
                    US person (and not created in contemplation of such
                    acquisition) and which secures a principal amount no
                    greater than that outstanding at the date of acqui-
                    sition together with any items capitalized in ac-
                    cordance with generally accepted accounting prin-
                    ciples; and

               (e)  any other Security Interest to which the Majority
                    Lenders have granted their prior written consent. 

         15.11 FINANCIAL CONDITION

               (a)  The Borrower will not incur any liabilities other
                    than:

                    (i)  indebtedness under the Finance Documents;

                    (ii) indebtedness owed to the Guarantor which is
                         fully subordinated to the Borrower's indebted-
                         ness under the Finance Documents in form and
                         substance reasonably satisfactory to the Major-
                         ity Lenders; and

                    (iii)    other liabilities arising in respect of
                             short-term (meaning 90 days or less) ac-
                             counts payable not to exceed $15,000,000 or
                             its equivalent in aggregate at any time.

               (b)  The Borrower will ensure that at all times an ag-
                    gregate amount of $10,000,000 will: 

                    (i)  remain undrawn under this Agreement but avail-
                         able for borrowing hereunder;
<PAGE>



                   (ii)  be held by the Collateral Agent as Collateral
                         in freely marketable securities; or

                  (iii)  be held by the Borrower in the form of Cash
                         Equivalent Investments.

               (c)  The Guarantor will:

                    (i)  (other than obligations under the Finance Docu-
                         ments and any liabilities arising under the in-
                         demnity, referred to at Section 30(b) of the
                         Master Collateral Agreement, given by the Guar-
                         antor in favour of Banque Internationale a 
<PAGE>



                                        48

                         Luxembourg) not incur any indebtedness for bor-
                         rowed money or prepay any principal of or make
                         any payment of interest on or guarantee or in-
                         demnify any person in respect of, any such in-
                         debtedness unless the obligations in respect of
                         such indebtedness, guarantee or indemnity is
                         fully subordinated to the Guarantor's obliga-
                         tions under the Finance Documents in form and
                         substance reasonably satisfactory to the Major-
                         ity Lenders;

                   (ii)  ensure that its Net Worth, calculated on a con-
                         solidated basis, exceeds $250,000,000 at all
                         times;

                  (iii)  procure that all relevant times, calculated on
                         a consolidated basis:

                         (A) its Debt to Net Worth Ratio is not less
                             than 1:1

                         (B) its Interest Coverage Ratio is not less
                             than 2:1

                         (C) its Debt Service Coverage Ratio is not less
                             than 1.4:1.

         15.12 DIVIDENDS, STOCK PURCHASES

               (a) The Borrower will not declare or pay any dividends or
                   make any other distribution, either in cash or prop-
                   erty, on any shares of its capital stock of any class
                   which exceed 50 per cent. of its consolidated net
                   income plus depreciation but after deduction of taxes
                   for each Fiscal Year all as computed in accordance
                   with generally accepted accounting principles;

               (b) Neither the Borrower nor the Guarantor will: 

                   (i)  directly or indirectly, or through any Subsid-
                        iary, purchase, redeem or retire any shares of
                        its capital stock of any class or any warrants,
                        rights or options to purchase or acquire any
                        shares of its capital stock; or

                  (ii)  pay any dividend or make any other payment or
                        distribution, either directly or indirectly or
                        through any Subsidiary, in respect of its capi-
                        tal stock or otherwise, other than in respect of
                        normal operating expenses (including advisory
                        fees),

                    at any time when a Default or a Collateral Shortfall
                    has occurred and is continuing or would result
                    therefrom.
<PAGE>



         15.13 CONSOLIDATION, MERGER, ETC.

               Neither the Borrower nor the Guarantor nor any of their
               respective Subsidiaries or Affiliates will consolidate
               with or merge into or with any other corporation or sell,
               transfer, lease or otherwise dispose of all or any sub-
               stantial part of its assets to any person, except the
               merger, consolidation or liquidation of any Subsidiary
               into or with any other member of the Group.
<PAGE>



                                        49


         15.14 PLANS

               No Borrower will, and the Borrower will not permit any
               ERISA Affiliate to, establish, or incur or suffer to ex-
               ist any obligations with respect to, any employee pension
               benefit plan maintained for the employees of the Borrower
               or any ERISA Affiliate and covered by Title IV of ERISA.

         15.15 INCONSISTENT AGREEMENTS

               Neither the Borrower nor the Guarantor will, and will not
               permit any other member of the Group to, enter into any
               agreement containing any provision which would be vio-
               lated or breached by any borrowing by the Borrower made
               under this Agreement or by the performance by the Bor-
               rower or the Guarantor of its obligations under the Fi-
               nance Documents.

         15.16 ERISA AND COMPLIANCE WITH REQUIREMENTS OF LAW

               The Borrower and the Guarantor will, and will cause each
               Subsidiary to, comply in all respects with all Require-
               ments of Law, the non-compliance with which could have a
               material adverse effect on the business operations, fi-
               nancial condition or properties of the Borrower, the
               Guarantor or any Subsidiary or on the ability of the Bor-
               rower to perform its obligations under this Agreement.
               Neither the Borrower nor the Guarantor will permit any of
               their 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.

         16.   DEFAULT

         16.1  Events of Default

               Each of the events set out in Clauses 16.2 (Non-Payment)
               to 16.16 (Investment Adviser) (inclusive) is an Event of
               Default (whether or not caused by any reason whatsoever
               outside the control of the Borrower, the Guarantor or any
               other person).

         16.2  NON-PAYMENT

               The Borrower or the Guarantor does not pay:- 

               (a)  any principal amount payable by it under the Finance
                    Documents within two days of the due date therefor;

               (b)  interest or any fee or any other amount payable by
                    it under the Finance Documents within five days of
                    the due date therefor,
<PAGE>



               at the place at which, and in the currency in which, it
               is expressed to be payable.

         16.3  BREACH OF OTHER OBLIGATIONS

               The Borrower or the Guarantor, as the case may be, does
               not comply with:
<PAGE>



                                        50


               (a)  Clause 8.3 (Mandatory Prepayment/Provision of Col-
                    lateral), Clause 8.4 (Borrowing Base Violations),
                    Clause 15.5(a) (Notification of a Default) or Clause
                    15.10 (Security Interests);

               (b)  any provision of Clause 15.1(a) (Compliance Certifi-
                    cates) or (h) (Borrowing Base Certificates) or
                    Clause 15.1(i) (other financial information) within
                    10 days of the Administrative Agent providing writ-
                    ten notice to the Borrower and the Guarantor (as
                    appropriate) of the failure;

               (c)  any provision of Clause 15.1(b) to (g) (financial
                    statements and appraisals) or Clause 15.3 (Payment
                    of Taxes etc.) within 60 days of the Administrative
                    Agent providing written notice to the Borrower and
                    the Guarantor (as appropriate) of the failure;

               (d)  any other provision of the Finance Documents and the
                    failure to comply (if it is capable of remedy) is
                    not remedied within 30 days of the Administrative
                    Agent providing written notice to the Borrower or
                    the Guarantor (as appropriate) of the failure.

         16.4  MISREPRESENTATION

               A representation, warranty or statement made or repeated
               in or in connection with any Finance Document or in any
               document delivered by or on behalf of the Borrower or the
               Guarantor under or in connection with any Finance Docu-
               ment is incorrect in any material respect when made or
               deemed to be made or repeated.

         16.5  CROSS-DEFAULT

               (a)  Any Debt of the Guarantor, the Borrower or any of
                    their respective Subsidiaries in an aggregate amount
                    of at least $10,000,000 or its equivalent in any
                    other currencies is not paid when due or within any
                    applicable grace period; or

               (b)  any Debt of the Guarantor, the Borrower or any of
                    their respective Subsidiaries in an aggregate amount
                    of at least $10,000,000 or its equivalent in any
                    other currencies becomes, or becomes capable of be-
                    ing declared, prematurely due and payable, in each
                    case as a result of an event of default (howsoever
                    described) under the document relating to that in-
                    debtedness.

         16.6  INSOLVENCY

               (a)  The Borrower or the Guarantor or any of their re-
                    spective Subsidiaries is, or is deemed for the pur-
                    poses of any law to be, unable to pay its debts as
<PAGE>



                    they fall due or is, or is deemed to be, insolvent,
                    or admits inability to pay its debts as they fall
                    due; or

               (b)  the Borrower or the Guarantor or any of their re-
                    spective Subsidiaries suspends making payments on
                    all or any class of its debts or announces an inten-
                    tion to do so, or a moratorium is declared in re-
                    spect of any of its indebtedness.
<PAGE>



                                        51


         16.7  INSOLVENCY PROCEEDINGS

               Otherwise than in connection with a voluntary amalgam-
               ation or reconstruction on a solvent basis permitted un-
               der Clause 15.13 (Consolidation, Merger, etc.):-

               (a)  any step (including petition, proposal or convening
                    a meeting) is taken by the Borrower or the Guarantor
                    or any of their respective Subsidiaries in any rel-
                    evant jurisdiction with a view to a composition,
                    assignment or arrangement with its creditors gener-
                    ally (or any class of them); or

               (b)  a members' or board meeting of the Borrower or the
                    Guarantor or any of their respective Subsidiaries is
                    convened for the purpose of considering any resolu-
                    tion for (or to petition for) its winding-up or its
                    administration or any such resolution is passed; or

               (c)  any person presents a petition for the winding-up or
                    for the administration of the Borrower or the Guar-
                    antor or of their respective Subsidiaries in any
                    relevant jurisdiction and the relevant petition or
                    action is not dismissed, withdrawn or otherwise dis-
                    continued within 30 days; or

               (d)  any order for the winding-up or administration of
                    the Borrower or the Guarantor or any of their re-
                    spective Subsidiaries is made in any relevant juris-
                    diction;

               (e)  any other step (including petition, proposal or con-
                    vening a meeting) is taken in any relevant jurisdic-
                    tion with a view to the rehabilitation, administra-
                    tion, custodianship, liquidation, winding-up or dis-
                    solution of the Borrower or the Guarantor or any of
                    their respective Subsidiaries or any other insol-
                    vency proceedings involving the Borrower or the
                    Guarantor or any of their respective Subsidiaries
                    and the relevant petition, action or procedure is
                    not dismissed, withdrawn or otherwise discontinued
                    within 60 days; or

               (f)  the Borrower or the Guarantor or any of their re-
                    spective Subsidiaries shall commence a voluntary
                    case concerning itself under Title 11 of the U.S.
                    Code entitled "Bankruptcy", as now or hereafter in
                    effect, or any successor thereto (the "BANKRUPTCY
                    CODE") or, in the case of a Subsidiary, under any
                    equivalent bankruptcy law; 

               (g)  an involuntary case is commenced against the Bor-
                    rower or the Guarantor or any of their respective
                    Subsidiaries or any of its respective Subsidiaries,
                    and the petition is not controverted within 20 days,
<PAGE>



                    or is not dismissed within 30 days, after commence-
                    ment of the case;

               (h)  a custodian (as defined in the Bankruptcy Code) is
                    appointed for, or takes charge of, all or substan-
                    tially all of the assets of the Borrower or the
                    Guarantor or any of their respective Subsidiaries,
                    or the Borrower, the Guarantor or any of their re-
                    spective Subsidiaries commences any other proceeding
                    under any reorganisation, arrangement, adjustment of
                    debt, relief of debtors, dissolution, insolvency or
                    liquidation or similar law of any jurisdiction
                    whether now or hereafter in effect relating to the
                    Borrower, the Guarantor or any of their respective
                    Subsidiaries, or there is commenced against the Bor-
                    rower, the Guarantor or any of their respective Sub-
                    sidiaries any such proceeding which remains 
<PAGE>



                                        52

               unstayed or undismissed for a period of 30 days, or the
               Borrower, the Guarantor or any of their respective Sub-
               sidiaries is adjudicated insolvent or bankrupt;

               (i)  any order of relief or other order approving any
                    such case or proceeding is entered; 

               (j)  the Borrower, the Guarantor or any of their respec-
                    tive Subsidiaries suffers any appointment of any
                    custodian or the like for it or any substantial part
                    of its property to continue undischarged or unstayed
                    for a period of 30 days;

               (k)  the Borrower, the Guarantor or any of their respec-
                    tive Subsidiaries makes a general assignment for the
                    benefit of creditors; or

               (l)  any corporate action is taken by the Borrower, the
                    Guarantor or any of their respective Subsidiaries
                    for the purpose of effecting any of the foregoing.

         16.8  APPOINTMENT OF RECEIVERS AND MANAGERS

               (a)  Any liquidator, trustee in bankruptcy, judicial cus-
                    todian, compulsory manager, receiver, administrative
                    receiver, administrator or the like is appointed in
                    any place in respect of the Borrower or the Guaran-
                    tor or any of their respective Subsidiaries or any
                    material part of the respective assets of any of the
                    foregoing; or

               (b)  the directors of the Borrower or the Guarantor or
                    any of their respective Subsidiaries request the
                    appointment of a liquidator, trustee in bankruptcy,
                    judicial custodian, compulsory manager, receiver,
                    administrative receiver, administrator or the like
                    in respect of the Borrower, the Guarantor or any of
                    their respective Subsidiaries or any substantial
                    part of its or their assets; or

               (c)  any person enforces any Security Interest over any
                    of the Collateral or any other material part of the
                    assets of the Borrower or the Guarantor or any of
                    their respective Subsidiaries and (except in rela-
                    tion to the Collateral) the relevant proceedings are
                    not dismissed, withdrawn or otherwise discontinued
                    within 60 days.

         16.9  LEGAL PROCESS

               (a)  Any judgment or order is made against any member of
                    the Group (not paid or fully covered by insurance)
                    of US$10,000,000 or more which is not stayed or dis-
                    charged or bonded pending appeal within 30 days or
                    (where payment may be lawfully withheld pending the
                    outcome of such proceedings) is not being contested
<PAGE>



                    in good faith by the relevant party by appropriate
                    proceedings within 30 days; or

               (b)  any attachment, sequestration, distress or execution
                    or lien in favour of any governmental or regulatory
                    authority affects any material asset of the Guaran-
                    tor, the Borrower or any of their respective Subsid-
                    iaries and is not discharged within 30 days.
<PAGE>



                                        53

         16.10 UNLAWFULNESS

               It is or it becomes unlawful for the Guarantor or the
               Borrower to perform any of its obligations under the Fi-
               nance Documents.

         16.11 GUARANTEE

               The guarantee by the Guarantor hereunder is not effective
               or enforceable or is alleged by the Guarantor to be inef-
               fective or unenforceable for any reason.

         16.12 SECURITY

               (a)  Any Security Document is not effective or enforce-
                    able in whole or in part or is alleged by the Bor-
                    rower or the Guarantor to be ineffective or unen-
                    forceable in whole or in part for any reason; or

               (b)  proceedings are brought by any person alleging any
                    Security Document to be ineffective or unenforceable
                    in whole or in part for any reason and:

                    (i)      such proceedings are not discontinued, dis-
                             missed or withdrawn within 30 days; or

                    (ii)     the Borrower or the Guarantor does not
                             within 30 days demonstrate to the satisfac-
                             tion of the Collateral Agent (acting on the
                             instructions of the Majority Lenders) that
                             such proceedings are frivolous or vexatious
                             or have no reasonable prospect of success
                             and in any such case are being contested by
                             the Borrower or the Guarantor in good faith
                             by appropriate proceedings.

         16.13 LOSS OF AUTHORISATIONS

               Any authorisation material to the business of the Bor-
               rower or the Guarantor is suspended, revoked or lapses
               and is not renewed.

         16.14 CHANGE OF CONTROL

               (a)  The Investment Adviser ceases to be directly or in-
                    directly a Subsidiary of SCG;

               (b)  SCG fails to own beneficially directly or indirectly
                    at least 20 per cent. of the voting share capital of
                    the Guarantor;

               (c)  the Guarantor fails to own beneficially directly or
                    indirectly at least 95 per cent. of the voting share
                    capital of the Borrower;
<PAGE>



               (d)  any person or persons acting in concert (other than
                    SCG) owns more than 10 per cent. of shares of the
                    Guarantor and continues to do so for more than 30
                    days after notice thereof has been given by the Ad-
                    ministrative Agent to the Guarantor or such longer
                    period as may be reasonably necessary for the Guar-
                    antor to exercise promptly and in good faith its
                    rights with respect to any excess shares under the
                    Guarantor's Articles of Incorporation.
<PAGE>



                                        54


         16.15 PARI PASSU

               The obligations of the Borrower and the Guarantor under
               the Finance Documents shall not constitute direct and un-
               conditional obligations or shall not rank in all respects
               at least pari passu with all other present and future un-
               secured and unsubordinated obligations of the Borrower or
               the Guarantor as the case may be.

         16.16 INVESTMENT ADVISER

               Any Event of Default specified in Clause 16.6 (Insol-
               vency), 16.7 (Insolvency Proceedings) or 16.8 (Appoint-
               ment of Receivers and Managers) shall occur in relation
               to the Investment Adviser and there shall not be ap-
               pointed within 15 days following such Event of Default a
               substitute Investment Adviser reasonably acceptable to
               the Majority Lenders.

         16.17 ACCELERATION

               On and at any time after the occurrence of an Event of
               Default and whilst such Event of Default is continuing
               the Administrative Agent may, and shall if so directed by
               the Majority Lenders, by notice to the Borrower or the
               Collateral Agent (as the case may require):-

               (a)  cancel the Total Commitments; and/or

               (b)  demand that all the Advances, together with accrued
                    interest and all other amounts accrued under this
                    Agreement be immediately due and payable, whereupon
                    they shall become immediately due and payable;

               (c)  demand that all the Advances, together with accrued
                    interest and all other amounts accrued under this
                    Agreement, be payable on demand, whereupon they
                    shall immediately become payable on demand by the
                    Administrative Agent; and/or

               (d)  request and direct the Collateral Agent to take all
                    steps necessary or advisable to protect and enforce
                    Security Interests pursuant to the Master Collateral
                    Agreement, and the Collateral Agent shall act ac-
                    cordingly.

         17.   ACCOUNTS AS EVIDENCE

               Accounts maintained by a Lender in connection with this
               Agreement shall constitute prima facie evidence of sums
               owing to the Lender.
<PAGE>



         18.   THE AGENTS AND THE ARRANGER

         18.1  APPOINTMENT AND DUTIES OF THE AGENTS

               (a)  Each Financial Institution (other than the Adminis-
                    trative Agent) irrevocably appoints the Administra-
                    tive Agent to act as its agent under and in connec-
                    tion with the Finance Documents.
<PAGE>



                                        55


               (b)  Each Financial Institution (other than the Col-
                    lateral Agent) irrevocably appoints the Collateral
                    Agent to act as its agent in connection with the
                    Finance Documents.

               (c)  Each Contracting Party appointing an Agent ir-
                    revocably authorises that Agent on its behalf to
                    perform the duties and to exercise the rights, pow-
                    ers and discretions that are specifically delegated
                    to it under or in connection with the Finance Docu-
                    ments, together with any other incidental rights,
                    powers and discretions.  Each Financial Institution
                    irrevocably appoints each Agent to enter into the
                    Finance Documents on its behalf.

               (d)  An Agent shall have only those duties which are ex-
                    pressly specified in the relevant Finance Documents.
                    Those duties are solely of a mechanical and adminis-
                    trative nature.

         18.2  ROLE OF THE ARRANGER

               Except as otherwise provided in this Agreement, the Ar-
               ranger has no obligations of any kind to any other Con-
               tracting Party under or in connection with any Finance
               Document.

         18.3  RELATIONSHIP

               The relationship between an Agent and the Contracting
               Parties which have appointed it as Agent is that of agent
               and principal only.  Except in relation to the Security
               Documents, nothing in this Agreement constitutes an Agent
               as trustee or fiduciary for any other Contracting Party
               or any other person and as between the Agents and the
               other Financial Institutions no Agent need hold in trust
               any moneys paid to it for a Contracting Party or be li-
               able to account for interest on those moneys.

         18.4  MAJORITY LENDERS' DIRECTIONS

               As against the Financial Institutions, each Agent will be
               fully protected if it acts in accordance with the in-
               structions of the Majority Lenders in connection with the
               exercise of any right, power or discretion or any matter
               not expressly provided for in the Finance Documents.  Any
               such instructions given by the Majority Lenders will be
               binding on all the Lenders.  In the absence of such in-
               structions, an Agent may, as between itself and the other
               Financial Institutions, act as it considers to be in the
               best interests of all the Lenders.
<PAGE>



         18.5  DELEGATION

               Each Agent may act under the Finance Documents through
               its personnel and agents and except as specifically pro-
               vided in the Finance Documents, it is not responsible for
               the acts and omissions of such agents (other than employ-
               ees) who are selected by it with reasonable care.  The
               Collateral Agent may appoint State Street Bank and Trust
               Company to act as custodian in respect of the Collateral
               and neither it nor the Administrative Agent shall be re-
               sponsible for the acts and omissions of such custodian.

         18.6  RESPONSIBILITY FOR DOCUMENTATION

               Neither of the Agents or the Arranger is responsible to
               any other Contracting Party for:-
<PAGE>



                                        56


               (a)  the execution, genuineness, validity, enforceability
                    or sufficiency of any Finance Document or any other
                    document;

               (b)  the sufficiency of the Security Interests created
                    under the Security Documents in respect of any Col-
                    lateral;

               (c)  any error or omission in any legal opinion;

               (d)  the collectability of amounts payable under any Fi-
                    nance Document; or

               (e)  the accuracy of any statements (whether written or
                    oral) made in or in connection with any Finance
                    Document.

         18.7  DEFAULT

               (a)  Neither Agent is obliged to monitor or enquire as to
                    whether or not a Default has occurred.  Neither
                    Agent will be deemed to have knowledge of the occur-
                    rence of a Default.  However, if an Agent receives
                    notice from a Contracting Party referring to this
                    Agreement, describing the Default and stating that
                    the event is a Default, or otherwise has actual
                    knowledge of an Event of Default, it shall promptly
                    notify the Lenders and the Borrower.

               (b)  An Agent may require the receipt of security satis-
                    factory to it whether by way of payment in advance
                    or otherwise, against any liability or loss which it
                    will or may incur in taking any proceedings or ac-
                    tion arising out of or in connection with any Fi-
                    nance Document on behalf of the Financial Institu-
                    tions before it commences those proceedings or takes
                    that action.

         18.8  EXONERATION

               (a)  Without limiting paragraph (b) below, neither Agent
                    will be liable to any other Contracting Party for
                    any action taken or not taken by it under or in con-
                    nection with any Finance Document, unless directly
                    caused by that Agent's gross negligence or wilful
                    misconduct.

               (b)  No Contracting Party may take any proceedings
                    against any officer, employee or agent of an Agent
                    in respect of any claim it might have against that
                    Agent or in respect of any act or omission of any
                    kind (including gross negligence or wilful miscon-
                    duct) by that officer, employee or agent in relation
                    to any Finance Document.
<PAGE>



         18.9  RELIANCE

               Each Agent may:-

               (a)  rely on any notice or document reasonably believed
                    by it to be genuine and correct and to have been
                    signed by, or with the authority of, the proper per-
                    son;
<PAGE>



                                        57


               (b)  rely on any statement made by a director or employee
                    of any person regarding any matters which may rea-
                    sonably be assumed to be within his knowledge or
                    within his power to verify; and

               (c)  engage and rely on legal or other professional ad-
                    visers selected by it (including those in the
                    Agent's employment and those representing a Con-
                    tracting Party other than that Agent).

         18.10 CREDIT APPROVAL AND APPRAISAL

               Without affecting the responsibility of the Borrower and
               the Guarantor for information supplied by it or on its
               behalf in connection with any Finance Document, each
               Lender confirms that it:-

               (a)  has made its own independent investigation and as-
                    sessment of the financial condition and affairs of
                    the Borrower, the Guarantor and their related enti-
                    ties in connection with its participation in this
                    Agreement and has not relied on any information pro-
                    vided to it by any Agent or Joint Arranger in con-
                    nection with any Finance Document; and

               (b)  will continue to make its own independent appraisal
                    of the creditworthiness of the Borrower, the Guaran-
                    tor and their related entities while any amount is
                    or may be outstanding under the Finance Documents or
                    any Commitment is in force.

         18.11 INFORMATION

               (a)  Each Agent shall promptly forward to the person con-
                    cerned the original or a copy of any document which
                    is delivered to that Agent by a Contracting Party
                    for that person.

               (b)  The Administrative Agent shall promptly supply a
                    Lender with a copy of each document received by the
                    Administrative Agent under Clause 4 (Conditions Pre-
                    cedent) upon the request and at the expense of that
                    Lender.

               (c)  Except where this Agreement specifically provides
                    otherwise, neither Agent is obliged to review or
                    check the accuracy or completeness of any document
                    it forwards to another Contracting Party.

               (d)  Except as provided above, neither Agent has any
                    duty:-

                   (i)  either initially or on a continuing basis to
                        provide any Lender with any credit or other in-
                        formation concerning the financial condition or
<PAGE>



                        affairs of the Borrower, the Guarantor or any
                        related entity of the Borrower or the Guarantor
                        whether coming into the possession of that Agent
                        or that of any of its related entities before,
                        on or after the date of this Agreement; or

                  (ii)  unless specifically requested to do so by a
                        Lender in accordance with this Agreement, to
                        request any certificates or other documents from
                        the Borrower or the Guarantor.

         18.12 THE AGENTS AND THE ARRANGER INDIVIDUALLY 
<PAGE>



                                        58


               (a)  If it is also a Lender, each of the Agents and the
                    Arranger has the same rights and powers under this
                    Agreement as any other Lender and may exercise those
                    rights and powers as though it were not an Agent or
                    an Arranger.

               (b)  Each of the Agents and the Arranger may:-

                   (i)  carry on any business with the Borrower, the
                        Guarantor or their related entities;

                  (ii)  act as agent or trustee for, or in relation to
                        any financing involving, the Borrower, the Guar-
                        antor or their related entities; and

                 (iii)  retain any profits or remuneration in connection
                        with its activities under the Finance Documents
                        or in relation to any of the foregoing.

               (c)  In acting as an Agent, the agency division of each
                    Agent will be treated as a separate entity from its
                    other divisions and departments.  Any information
                    acquired by an Agent otherwise than in its capacity
                    as an Agent may be treated as confidential by that
                    Agent and will not be deemed to be information pos-
                    sessed by that Agent in its capacity as such.

         18.13 INDEMNITIES

               (a)  Without limiting the liability of the Borrower and
                    the Guarantor under the Finance Documents, each
                    Lender shall forthwith on demand indemnify each
                    Agent, for that Lender's pro rata share of any li-
                    ability or loss incurred by such Agent in any way
                    relating to or arising out of its acting as the Ad-
                    ministrative Agent or the Collateral Agent (as the
                    case may be), except to the extent that the li-
                    ability or loss arises directly from the relevant
                    Agent's negligence or wilful misconduct.

               (b)  The Borrower shall forthwith on demand reimburse
                    each Lender for any payment made by it under para-
                    graph (a) above.

         18.14 COMPLIANCE

               (a)  An Agent may refrain from doing anything which
                    might, in its opinion, constitute a breach of any
                    law or regulation or be otherwise actionable at the
                    suit of any person, and may do anything which, in
                    its opinion, is necessary or desirable to comply
                    with any law or regulation of any jurisdiction.
<PAGE>



               (b)  Without limiting paragraph (a) above, neither Agent
                    need disclose any information relating to the Bor-
                    rower, the Guarantor or any of their related enti-
                    ties if the disclosure might, in the opinion of that
                    Agent, constitute a breach of any law or regulation
                    or any duty of secrecy or confidentiality or be oth-
                    erwise actionable at the suit of any person.

         18.15 RESIGNATION OF AGENTS

               (a)  Notwithstanding its irrevocable appointment, both
                    Agents (but not one Agent only) may resign by giving
                    not less than 60 days' notice to the Lenders and the
                    Borrower,
<PAGE>



                                        59

               in which case each Agent concerned may forthwith appoint
               one of its Affiliates as successor Agent or, failing
               that, the Majority Lenders may identify a proposed suc-
               cessor Agent and notify the Borrower of the identity of
               such person.  Such person shall, with the consent of the
               Borrower, be appointed as the successor Agent.  If the
               Borrower withholds its consent to the appointment of any
               successor Agent it shall, within 30 days of receiving
               notice of the identity of the proposed appointee of the
               Majority Lenders, identify one or more other persons who
               are willing to act as the relevant Agent and whom the
               Majority Lenders shall (subject to paragraph (ii) below)
               thereafter appoint as the relevant Agent, provided that:

                   (i)  if the Borrower does not during such 30 day pe-
                        riod identify any such persons, the person iden-
                        tified by the Majority Lenders shall at the end
                        of such period be appointed as the successor
                        Agent; and

                  (ii)  if the Majority Lenders do not consent to the
                        person (or any of the persons) identified by the
                        Borrower (such consent not to be unreasonably
                        withheld) the person initially identified by the
                        Majority Lenders shall be appointed as the rel-
                        evant Agent.

               (b)  If the appointment of a successor Agent is to be
                    made by the Majority Lenders but they have not,
                    within 45 days after notice of resignation, ap-
                    pointed a successor Agent which accepts the appoint-
                    ment, the retiring Agent may appoint a successor
                    Agent.

               (c)  The resignation of the retiring Agent and the ap-
                    pointment of any successor Agent will both become
                    effective only upon the successor Agent notifying
                    all the Parties that it accepts the appointment and
                    (in the case of a successor Collateral Agent) the
                    transfer of the benefit of the Security Documents to
                    the new Collateral Agent as agent and trustee for
                    the Financial Institutions.  On giving the notifica-
                    tion, the successor Agent will succeed to the posi-
                    tion of the retiring Agent and the term "ADMINISTRA-
                    TIVE AGENT" or "COLLATERAL AGENT", as appropriate,
                    will mean the successor Agent.

               (d)  A retiring Agent shall, at its own cost, make avail-
                    able to the successor Agent such documents and
                    records and provide such assistance as the successor
                    Agent may reasonably request for the purposes of
                    performing its functions as the relevant Agent under
                    this Agreement.
<PAGE>



               (e)  Upon its resignation becoming effective, this
                    Clause 18 (The Agents and the Arranger) shall con-
                    tinue to benefit the retiring Agent in respect of
                    any action taken or not taken by it under or in con-
                    nection with the Finance Documents while it was an
                    Agent, and, subject to paragraph (d) above, it shall
                    have no further obligation in its capacity as such
                    Agent under any Finance Document.

               (f)  The resignation of an Agent is subject to the suc-
                    cessor Agent becoming a party to the Master Col-
                    lateral Agreement and the other Security Documents
                    to which the retiring Agent is a party as a Finan-
                    cial Institution.

         18.16 LENDERS
<PAGE>



                                        60

               Each Agent may treat each Lender as a Lender, entitled to
               payments under this Agreement and as acting through its
               Facility Office(s), until it has received notice from the
               Lender to the effect that it is no longer entitled to
               payments and/or is no longer acting through its specified
               Facility Office not less than 5 Business Days prior to
               the relevant payment.

         18.17 INFORMATION BETWEEN AGENTS

               (a)  Each Agent shall promptly notify the other Agent of
                    receipt by it of any Request or repayment of any Ad-
                    vance.

               (b)  Each Agent shall notify the other Agent, promptly on
                    request, of any relevant information concerning a
                    Utilisation which that Agent requires in order to
                    enable it to perform its obligations under this
                    Agreement.

         18.18 THE AGENTS AS TRUSTEE

               (a)  Each of the Agents in its capacity as trustee or
                    otherwise in respect of the Collateral and the Secu-
                    rity Documents is not liable for any failure, omis-
                    sion or defect in perfecting the security consti-
                    tuted by any Security Document, including failure to
                    (i) register the same in accordance with the provi-
                    sions of any of the documents of title of the Bor-
                    rower to any of the property thereby charged, (ii)
                    effect or procure registration of or otherwise pro-
                    tect or perfect any Security Document or any Secu-
                    rity Interest created by a Security Document under
                    any registration laws or requirements in any juris-
                    diction or (iii) take any other steps to perfect the
                    Security Interests intended to be created under the
                    Security Documents in respect of any of the Col-
                    lateral, except (in each case) as specifically pro-
                    vided otherwise in the Security Documents.

               (b)  Each of the Agents in its capacity as trustee or
                    otherwise in respect of the Security Documents and
                    the Collateral may accept without enquiry such title
                    as the Borrower may have to the Collateral.

               (c)  As between itself and the other Financial Institu-
                    tions, each of the Agents in its capacity as trustee
                    or otherwise in respect of the Security Documents is
                    not under any obligations to hold any title deed,
                    Security Document or any other document in connec-
                    tion with the Collateral in its own possession or to
                    take any steps to protect or preserve the same.  The
                    Collateral Agent will use all reasonable care to
                    ensure the safe custody of all such title documents,
                    Security Documents and other documents which are in
                    its possession but will not, as between itself and
<PAGE>



                    the other Financial Institutions, be liable for the
                    damage or destruction of any such documents save
                    where caused by the gross negligence of the Col-
                    lateral Agent or any of its employees, servants or
                    agents.

               (d)  Save as otherwise provided in the Security Docu-
                    ments, all moneys which under the trusts therein
                    contained are received by either Agent in its capac-
                    ity as trustee or otherwise may be invested in the
                    name of or under the control of such Agent in any
                    investment for the time being authorised by English
                    or New York law for the investment by trustees of
                    trust money or in any other investments which may be
                    selected by such Agent.  Additionally, save as oth-
                    erwise provided in the Security Documents, the same
                    may be placed on deposit 
<PAGE>



                                        61



                    in the name of or under the control of such Agent at
                    such bank or institution (including such Agent or
                    one of its Affiliates) and upon such terms as such
                    Agent may think fit.

         19.   FEES

         19.1  COMMITMENT FEE

               (a)  The Borrower shall pay to the Administrative Agent
                    for the account of each Lender a commitment fee in
                    Dollars on the undrawn, uncancelled amount of that
                    Lender's Commitment during the period from the Sign-
                    ing Date up to and including the Final Maturity Date
                    for that Lender.  Such fee shall be computed at the
                    rate of 0.25 per cent. per annum where the aggregate
                    undrawn, uncancelled Commitments of all of the Lend-
                    ers (taken as a whole) is equal to or less than
                    $100,000,000 and at the rate of 0.375 per cent for
                    any amount in excess of $100,000,000.

               (b)  Accrued commitment fee shall be payable quarterly in
                    arrears from the Signing Date and on the Final Matu-
                    rity Date and shall be calculated to and including
                    the last day of the immediately preceding month.
                    Accrued commitment fee shall also be payable to the
                    Administrative Agent for the account of the relevant
                    Lender(s) on the cancelled amount of any Commitment
                    at the time the cancellation comes into effect.

         19.2  ACCRUAL

               The commitment fee referred to in Clause 19.1 (Commitment
               fee) shall accrue from day to day and be calculated on
               the basis of a year of 360 days and for the actual number
               of days elapsed.

         19.3  ARRANGEMENT FEE

               The Borrower shall pay to the Administrative Agent for
               the account of the Arranger on the Signing Date an ar-
               rangement fee and an underwriting fee in the amounts
               agreed between the Administrative Agent and the Borrower
               in a letter dated the Signing Date.  The underwriting fee
               shall be distributed to the Lenders in the proportions
               agreed between the Arranger and the Lenders prior to the
               Signing Date.

         19.4  ADMINISTRATIVE AGENT'S FEE

               The Borrower shall pay to the Administrative Agent for
               its own account an annual agency fee of the amount agreed
               between the Administrative Agent and the Borrower in the
               letter referred to in Clause 19.3.  The Administrative
<PAGE>



               Agent's fee shall be payable quarterly in arrears for so
               long as any amount is or may be outstanding under the Fi-
               nance Documents or any Commitment is in force.
<PAGE>



                                        62



         19.5  COLLATERAL AGENT'S FEE

               The Borrower shall pay to the Collateral Agent for its
               own account an annual agency fee of the amount agreed
               between the Collateral Agent and the Borrower.  The Col-
               lateral Agent's fee shall be payable quarterly in arrears
               for so long as any amount is or may be outstanding under
               the Finance Documents or any Commitment is in force.

         19.6  EXTENSION FEE

               If the Borrower requests and Lenders holding at least 80
               per cent. of Total Outstandings agree to extend the Final
               Maturity Date of the Facility in accordance with Clause
               2.4 (Extension of Final Maturity Dates), the Borrower
               shall in respect of such extension pay to the Administra-
               tive Agent for the account of each such Lender an exten-
               sion fee in Dollars computed at the rate of 0.15 per
               cent. of the amount of its Commitment as will be in ef-
               fect immediately following the then latest Final Maturity
               Date.  Such extension fee shall be payable within ten
               Business Days of the date of notification by the Adminis-
               trative Agent that the Final Maturity Date is extended
               and no extension of the Final Maturity Date shall be ef-
               fective until such extension fee has been paid by the
               Borrower.

         19.7  CONVERSION FEE

               If the Borrower exercises the Term-out Option in ac-
               cordance with Clause 2.5 (Term-out Option) the Borrower
               shall pay to the Administrative Agent for the account of
               the Lenders a conversion fee in Dollars computed at the
               rate of 0.20 per cent. of Total Outstandings on the first
               day of the Term-out Period payable on such day and 0.10
               per cent. of Total Outstandings on the first anniversary
               thereof payable on such day.

         19.8  VAT

               Any fee referred to in this Clause 19 (Fees) is exclusive
               of any value added tax or any similar tax chargeable in
               connection with that fee.  If any value added tax or
               similar tax is so chargeable, it shall be paid by the
               Borrower at the same time as it pays the relevant fee.

         20.   EXPENSES

         20.1  FACILITY EXPENSES

               The Borrower shall reimburse the Administrative Agent or
               the Joint Arrangers, as appropriate on demand for the
               reasonable charges and expenses (together with value
<PAGE>



               added tax or any similar tax thereon and including, with-
               out limitation, the reasonable fees and expenses of legal
               advisers) incurred by the Administrative Agent or the
               Joint Arrangers, as the case may be, in connection with:

               (a)  the Syndication;

               (b)  the negotiation, preparation, printing and execution
                    of this Agreement and any other documents referred
                    to in this Facility Agreement;
<PAGE>



                                        63



               (c)  any other Finance Document; and 

               (d)  all supplements, waivers and variations in relation
                    to the Finance Documents and any other documents re-
                    ferred to therein.

         20.2  ENFORCEMENT EXPENSES

               The Borrower shall reimburse each of the Agents on demand
               for the charges and expenses (together with value added
               tax or any similar tax thereon and including, without
               limitation, the fees and expenses of legal advisers)
               properly incurred by either of them in connection with
               the enforcement of, or the preservation of any rights
               under, any of the Finance Documents.

         21.   STAMP DUTIES

               The Borrower shall pay, and on demand indemnify, each of
               the Agents against any and all stamp, registration and
               similar Taxes which may be payable in connection with the
               entry into or performance of any of the Finance Documents
               including the Syndication Agreement (other than any Sub-
               stitution Certificate or any other document transferring
               an interest pursuant to Clause 24.3) or the enforcement
               of any of the Finance Documents.

         22.   AMENDMENTS, WAIVERS, REMEDIES CUMULATIVE

         22.1  AMENDMENTS

               (a)  Subject to paragraph (b) below, if authorised by the
                    Majority Lenders, the Administrative Agent or the
                    Collateral Agent, as the case may be, may, on behalf
                    of the Lenders, grant waivers or consents or (with
                    the prior consent of the Borrower) vary the terms of
                    the provisions of any Finance Document, unless the
                    express provisions of the relevant Finance Document
                    provide that the same can only be granted or ef-
                    fected by another authority. 

               (b)  Nothing in paragraph (a) above shall authorise ex-
                    cept with the prior consent of all the Lenders:

                    (A)  subject to Clause 2.4 (Extension of the Final
                         Maturity Date), the extension of any Commitment
                         Period or Final Maturity Date; or

                    (B)  any variation of the definition of "BORROWING
                         BASE", "MAJORITY LENDERS" or "QUALIFYING IS-
                         SUER" in Clause 1.1 (Terms defined); or

                    (C)  any change in any rate at which interest is
                         payable under any of the Finance Documents; or
<PAGE>



                    (D)  any extension of the date for, or alteration in
                         the amount or currency of, any payment of prin-
                         cipal, interest, fee, commission or any other
                         amount payable under any of the Finance Docu-
                         ments; or
<PAGE>



                                        64



                    (E)  any increase in any Lender's Commitment; or

                    (F)  any variation of Clause 27 (Pro Rata Sharing)
                         or this Clause 22.1; or

                    (G)  any variation or amendment to any provision of
                         the Finance Documents requiring the unanimous
                         consent of the Lenders which would result in
                         the removal of such requirement; or

                    (H)  any release of the guarantee contained in
                         Clause 13 (Guarantee); or

                    (I)  any variation of Clause 15.11(c) (Financial
                         Condition); or 

                    (J)  save as otherwise provided in any Finance Docu-
                         ment, any release of Collateral.

         22.2  WAIVERS

               No failure to exercise and no delay in exercising, on the
               part of any Contracting Party, any right, power or privi-
               lege under any Finance Document shall operate as a waiver
               thereof, nor shall any single or partial exercise of any
               right, power or privilege preclude any other or further
               exercise thereof, or the exercise of any other right,
               power or privilege.  No waiver by any Contracting Party
               shall be effective unless it is in writing and signed by
               the waiving party.

         22.3  REMEDIES CUMULATIVE

               The rights and remedies of each Contracting Party pro-
               vided in the Finance Documents are cumulative and not
               exclusive of any rights or remedies provided by law.

         23.   NOTICES

         23.1  ADDRESS

               (a)  Except as otherwise stated in this Agreement, all
                    notices or other communications under this Agreement
                    to any Contracting Party shall be made by letter or
                    facsimile and shall be deemed to be duly given or
                    made when delivered (in the case of a letter or when
                    received (in the case of facsimile) to or by the
                    Contracting Party addressed to it at its address,
                    telex number or facsimile number:

                    (i)  notified to the Administrative Agent prior to
                         the Signing Date; or
<PAGE>



                   (ii)  in the case of a Contracting Party which be-
                         comes a Contracting Party after the Signing
                         Date, notified to the Administrative Agent be-
                         fore or at the time it becomes a Contracting
                         Party;

                  (iii)  in the case of the Administrative Agent, at its
                         address, telex number of facsimile number set
                         out in paragraph (b) below; or
<PAGE>



                                        65



                   (iv)  in the case of the Collateral Agent, at its ad-
                         dress, telex number or facsimile number set out
                         in paragraph (c) below; or

                    (v)  in the case of the Borrower, at the Borrower's
                         address, telex number or facsimile number set
                         out in paragraph (d) below; or

                   (vi)  in the case of the Guarantor, at the
                         Guarantor's address, telex number or facsimile
                         number set out in paragraph (e) below; or

                  (vii)  as the Contracting Party may, after the Signing
                         Date, specify to the Administrative Agent for
                         such purpose by not less than five Business
                         Days' notice; or

                 (viii)  in the case of the Administrative Agent or the
                         Collateral Agent, as the Administrative Agent
                         or the Collateral Agent may specify to the
                         other Contracting Parties, for such purpose by
                         not less than five Business Days' notice.

               (b)  The Administrative Agent's address, telex number and
                    facsimile number for notices as at the Signing Date
                    is:

                    Commerzbank International S.A.
                    11, rue Notre Dame
                    2240 Luxembourg
                    Grand Duchy of Luxembourg

                    For the attention of the Loan Department

                    Telephone No.:  477911-1
                    Telex No.:      1293 cbklu lu
                    Fax No.:        477911-419

                    with a copy to
<PAGE>



                    Commerzbank Aktiengesellschaft
                    New York Branch
                    2 World Financial Center
                    New York, N.Y. 10281-1050
                    USA

                    For the attention of the Real Estate Department

                    Fax No.:  212 266-7530

               (c)  The Collateral Agent's address, telex number and
                    facsimile number for notices as at the Signing Date
                    is:

                    Commerzbank Aktiengesellschaft
                    New York Branch
<PAGE>



                                        66



                    2 World Financial Center
                    New York, N.Y. 10281-1050
                    USA

                    For the attention of the Real Estate Department

                    Fax No.:  212 266-7530

               (d)  The Borrower's address, telex number and facsimile
                    number for notices as at the Signing Date is:

                    69, Route D'Esch
                    L-1470 Luxembourg
                    Telex:  3636BIL
                    Fax:  352 7590 335

                    For the attention of Paul Szurek

                    with a copy to

                    Security Capital UK Management Limited
                    162 Queen Victoria Street
                    London EC4V 4DB

                    Fax No.: 0171 332 2915


               (e)  The Guarantor's address, telex number and facsimile
                    number for notices as at the Signing Date is:

                    69, Route D'Esch
                    L-1470 Luxembourg
                    Telex:  3636BIL
                    Fax:    352 7590 335

                    For the attention of Paul Szurek

         23.2  NON-WORKING DAYS

               A notice or other communication received on a non-working
               day or after business hours in the place of receipt shall
               be deemed to be served on the next following working day
               in that place.

         24.   ALTERATIONS TO THE CONTRACTING PARTIES

         24.1  SUCCESSORS
<PAGE>



                                        67



               This Agreement shall be binding upon and inure to the
               benefit of each of the Contracting Parties and their re-
               spective successors and permitted assigns.

         24.2  ASSIGNMENTS AND TRANSFERS BY BORROWER OR GUARANTOR

               Neither the Borrower nor the Guarantor may assign or oth-
               erwise transfer all or any part of its rights or obliga-
               tions under the Finance Documents without the prior con-
               sent of all the Lenders.

         24.3  ASSIGNMENTS AND TRANSFERS BY LENDERS

               (a)  Subject to paragraphs (b) and (c) below, any Lender
                    (the "ASSIGNOR") may at any time assign or otherwise
                    transfer all or any part of its rights or obliga-
                    tions under this Agreement (subject in the case of
                    an assignment or transfer of part only of its rights
                    or obligations, to a minimum amount of US
                    $10,000,000 being assigned or transferred and to the
                    Assignor retaining a minimum Commitment of US
                    $10,000,000) to another bank or financial institu-
                    tion (the "ASSIGNEE") with, subject as provided be-
                    low, the prior consent of the Administrative Agent
                    and the Borrower (not to be unreasonably withheld).
                    The minimum Commitment of US $10,000,000 applicable
                    to partial assignments or transfers shall be reduced
                    proportionately in accordance with the cancellation
                    or reduction of the Total Commitments.

               (b)  A transfer of obligations shall only be effective if
                    it is made pursuant to the Syndication Agreement or
                    if the Assignee has confirmed to the Administrative
                    Agent, Collateral Agent, the Borrower and the Guar-
                    antor prior to the transfer taking effect, that it
                    undertakes to be bound by the terms of this Agree-
                    ment as a Lender in form and substance satisfactory
                    to the Administrative Agent, the Collateral Agent,
                    the Borrower and the Guarantor; on any such transfer
                    becoming effective and the Assignee becoming bound,
                    the Assignor shall be relieved of its obligations to
                    the extent that they are transferred to the Assign-
                    ee.

               (c)  Nothing in this Agreement restricts the ability of a
                    Lender:

                    (i)  to sub-contract an obligation if that Lender
                         remains liable under this Agreement for that
                         obligation; or

                   (ii)  to sub-participate its rights.  However in the
                         case of any such sub-contract or sub-participa-
                         tion, the Lender must retain sole management
<PAGE>



                         and voting powers under this Agreement in rela-
                         tion to the obligations and rights concerned;
                         or

                  (iii)  to assign or otherwise transfer its rights or
                         obligations to any Affiliate of such Lender; or

                   (iv)  to assign or otherwise transfer its rights or
                         obligations under the Finance Documents by way
                         of security to a Federal Reserve Bank; or

                    (v)  to assign or otherwise transfer its rights or
                         obligations if an Event of Default has occurred
                         and is continuing; or
<PAGE>



                                        68



                   (vi)  to assign or otherwise transfer its rights or
                         obligations by virtue of the Syndication Agree-
                         ment provided there is prior consultation with
                         the Borrower about the New Lenders.

               (d)  On each occasion (other than under the Syndication
                    Agreement) an Assignor assigns, transfers or novates
                    its Commitment rights and/or obligations under this
                    Agreement, the Assignee shall on the date of the as-
                    signment, transfer and/or novation, pay to the Ad-
                    ministrative Agent for its own account a fee of
                    $2,500.

         24.4  SUBSTITUTION CERTIFICATES

               (a)  If any Lender (the "EXISTING LENDER") wishes to
                    transfer all or any of its rights and/or obligations
                    under this Agreement to another bank or financial
                    institution (the "NEW LENDER") as contemplated in
                    Clause 24.3 (Assignment and Transfers by Lenders),
                    then, as an alternative to Clause 24.3 and subject
                    to paragraph (b) below, such transfer may be ef-
                    fected by way of a novation by the delivery to, and
                    the execution by, the Administrative Agent of a duly
                    completed certificate, substantially in the form of
                    Schedule 6 (a "SUBSTITUTION CERTIFICATE").

               (b)  On the date specified in the Substitution Certifi-
                    cate:

                    (i)  to the extent that in the Substitution Certifi-
                         cate the Existing Lender seeks to transfer its
                         rights and/or obligations under this Agreement,
                         the Borrower, the Guarantor and the Existing
                         Lender shall each be released from further ob-
                         ligations to each other under this Agreement
                         and their respective rights against each other
                         shall be cancelled (such rights and obligations
                         being referred to in this Clause 24.4 as "DIS-
                         CHARGED RIGHTS AND OBLIGATIONS");

                   (ii)  the Borrower, the Guarantor and the New Lender
                         shall each assume obligations towards each
                         other and/or acquire rights against each other
                         which differ from the Discharged Rights and
                         Obligations only insofar as the Borrower, the
                         Guarantor and the New Lender have assumed and/
                         or acquired them in place of the Borrower, the
                         Guarantor and the Existing Lender; and

                  (iii)  the New Lender and the other Contracting Par-
                         ties shall acquire the same rights and assume
                         the same obligations between themselves as they
                         would have acquired and assumed had the New
<PAGE>



                         Lender been a Contracting Party as a Lender
                         with the rights and/or the obligations acquired
                         or assumed by it as a result of the transfer,
                         and, on the date upon which the transfer takes
                         effect, the New Lender named therein shall pay
                         to the Administrative Agent for its own account
                         a transfer fee of $2,500.

               (d)  (i)  Subject to sub-paragraph (ii) below, each of
                         the Contracting Parties authorises the Adminis-
                         trative Agent to execute any duly completed
                         Substitution Certificate on its behalf.
<PAGE>



                                        69



                   (ii)  The authorisation contained in sub-
                         paragraph (i) above does not extend to the ex-
                         ecution of a Substitution Certificate on behalf
                         of either the Existing Lender or the New Lender
                         named therein.

               (e)  The Administrative Agent shall promptly notify the
                    other Contracting Parties of the receipt and execu-
                    tion on their behalf by it of any Substitution Cer-
                    tificate.

         24.5  REFERENCE LENDERS

               If a Reference Lender (or, if a Reference Lender is not a
               Lender, the Lender of which it is an Affiliate) ceases to
               be one of the Lenders, the Administrative Agent will, in
               consultation with the Borrower and the Guarantor appoint
               another Lender or an Affiliate of a Lender as a Reference
               Lender.

         24.6  DISCLOSURE

               Each Lender may disclose to a proposed assignee or trans-
               feree or a New Lender or any sub-participant, risk par-
               ticipant or other participant proposing to enter or hav-
               ing entered into a contract with the Lender regarding any
               Finance Document any information in the possession of the
               Lender received under this Agreement relating to the Bor-
               rower, the Guarantor or any of its related entities as it
               sees fit provided always that information which is confi-
               dential may only be disclosed to a person with whom such
               Lender is proposing to enter, or has entered into, a
               transfer, participation or other agreement in relation to
               this Agreement if the person has provided a written un-
               dertaking to keep the information confidential and only
               to use it for the purposes of this Agreement.

         24.7  CHANGE OF FACILITY OFFICE

               Each Lender shall participate in this Agreement through
               its Facility Office(s), but may change any Facility Of-
               fice from time to time by five Business Days' prior no-
               tice to the Administrative Agent.

         24.8  INCREASED COSTS/WITHHOLDING TAXES

               If:

               (a)  any assignment or transfer of all or any part of the
                    rights or obligations of a Lender pursuant to Clause
                    24.3 (Assignment and Transfers by Lenders) or 24.4
                    (Substitution Certificates); or

               (b)  any change in a Lender's Facility Office,
<PAGE>



               results at the time of any assignment, transfer or change
               in amounts becoming due under Clause 10.3(b) (Taxes) or
               11.1 (Increased Costs), then the assignee, transferee,
               New Lender or Lender, as the case may be, shall be en-
               titled to receive those amounts only to the extent that
               the assignor, transferor, Existing Lender or Lender, as
               the case may be, would have been so entitled had there
               been no assignment, transfer, substitution or change in
               Facility Office.
<PAGE>



                                        70



         25.   SET-OFF

               Each Financial Institution may (but shall not be obliged
               to) at any time after a Default has occurred and is con-
               tinuing set off against any obligation of the Borrower or
               the Guarantor due and payable but not paid under any Fi-
               nance Document any moneys held by the Lender for the ac-
               count of the Borrower or the Guarantor as the case may be
               at any office of the Financial Institution anywhere and
               in any currency.  The Financial Institution may effect
               any appropriate currency exchanges to implement such set-
               off and shall thereafter notify the Borrower.

         26.   INDEMNITIES

               (a)  Each of the Borrower and the Guarantor shall indem-
                    nify each Financial Institution against any loss or
                    expense which that Financial Institution may reason-
                    ably sustain or incur as a consequence of:

                    (i)  the occurrence of any Default; or

                   (ii)  the operation of Clause 16.2 (Non-Payment); or

                  (iii)  any repayment or prepayment of a LIBOR Advance
                         or payment of an overdue amount being made oth-
                         erwise than on a Maturity Date relative thereto
                         and, for the purpose of this Clause 26
                         (a)(iii), a Maturity Date relative to an over-
                         due amount shall be the last day of any Desig-
                         nated Term (as defined in Clause
                         7.3(a)(ii)(Default Interest)); or

                   (iv)  (other than by reason of gross negligence or
                         default by any Lender or any Agent) any Advance
                         not being made after a Request has been served
                         in respect thereof; or

                    (v)  any prepayment not being made following notice
                         thereof by the Borrower.

               (b)  The Borrower's and the Guarantor's liability under
                    paragraph (a) above shall include, without limita-
                    tion, any loss (but not loss of margin) or expense
                    on account of funds borrowed, contracted for or uti-
                    lised to fund any amount payable under any Finance
                    Document, any amount repaid or prepaid or any Ad-
                    vance.
<PAGE>



         27.   PRO RATA SHARING

         27.1  REDISTRIBUTION

               (a)  Subject to Clause 27.2 (Notification), if at any
                    time the proportion which any Lender (the "RECEIVING
                    LENDER") has received or recovered (whether by set-
                    off or otherwise) in respect of its portion of any
                    sum due and owing from a Borrower under any Finance
                    Document is greater (the amount of excess being re-
                    ferred to in this Clause 27.1 as the "EXCESS
                    AMOUNT") than the proportion received or recovered
                    by the Lender receiving or recovering the smallest
                    proportion (which shall include a nil receipt),
                    then:

                    (i)  the receiving Lender shall promptly notify the
                         Administrative Agent;
<PAGE>



                                        71



                   (ii)  the receiving Lender shall promptly and in any
                         event within ten days of receipt or recovery of
                         the excess amount pay to the Administrative
                         Agent an amount equal to the excess amount;

                  (iii)  the Administrative Agent shall treat the pay-
                         ment as if it were a payment by the Borrower on
                         account of a sum owed to the Lenders and shall
                         pay the same to the Lenders (including the re-
                         ceiving Lender) pro rata to their respective
                         entitlements; and

                   (iv)  as between the Borrower and the receiving
                         Lender the excess amount shall be treated as
                         not having been paid, while as between the Bor-
                         rower and each Lender (including the receiving
                         Lender), it shall be treated as having been
                         paid to the extent receivable by the Lender.

               (b)  If a receiving Lender is subsequently required to
                    repay to a Borrower any amount received or recovered
                    by it and dealt with under paragraph (a) above, each
                    Lender shall promptly repay to the Administrative
                    Agent for the account of the receiving Lender the
                    portion of the amount distributed to it, together
                    with interest thereon at a rate sufficient to reim-
                    burse the receiving Lender for any interest which it
                    has been required to pay to the Borrower in respect
                    of the portion of such amount.

         27.2  NOTIFICATION

               (a)  Each Lender shall promptly give notice to the Admin-
                    istrative Agent of the receipt or recovery by the
                    Lender of any amount received or recovered by it in
                    respect of this Agreement otherwise than through the
                    Administrative Agent.

               (b)  Each Lender shall give notice to the Administrative
                    Agent before instituting any legal action or pro-
                    ceedings under or in connection with this Agreement.

               (c)  Upon receipt of any notice under paragraph (a) or
                    (b) above, the Administrative Agent will as soon as
                    practicable notify all the other Lenders.

         28.   GOVERNING LAW

               This Agreement is governed by English law.
<PAGE>



         29.   JURISDICTION

               (a)  Each of the Borrower and the Guarantor irrevocably
                    agrees for the benefit of each of the Financial In-
                    stitutions that the Courts of England shall have ju-
                    risdiction to hear and determine any suit, action or
                    proceeding and to settle any disputes, which may
                    arise out of or in connection with the Finance Docu-
                    ments, and for such purposes irrevocably submits to
                    the jurisdiction of such Courts.
<PAGE>



                                        72



               (b)  Without prejudice to paragraph (a) above, each of
                    the Borrower and the Guarantor irrevocably agrees
                    that the State Courts or the Federal District Courts
                    sitting in New York City shall have jurisdiction to
                    hear and determine any suit, action or proceeding,
                    and to settle any disputes, which may arise out of
                    or in connection with the Finance Documents, and for
                    such purposes irrevocably submits to the jurisdic-
                    tion of such Courts.

               (c)  Each of the Borrower and the Guarantor irrevocably
                    waives any objection which it may have now or here-
                    after to such Courts as are referred to in paragraph
                    (a) or (b) above being nominated as the forum to
                    hear and determine any suit, action or proceeding,
                    and to settle any disputes, which may arise out of
                    or in connection with the Finance Documents and any
                    claim that any such Court is not a convenient or
                    appropriate forum.

               (d)  Each of the Borrower and the Guarantor agrees that
                    the process by which any suit, action or proceeding
                    in England is begun may be served on the Borrower
                    and/or the Guarantor by being delivered to Legibus
                    Secretaries Limited, 200 Aldersgate Street, London
                    EC1A 4JJ and that the process by which any suit ac-
                    tion or proceeding in New York is begun may be
                    served on the Borrower and/or the Guarantor by being
                    delivered to CT Corporation System, 1633 Broadway
                    New York, New York, 10019.

               (e)  The submission to the said jurisdictions shall not
                    (and shall not be construed so as to) limit the
                    right of any of the Contracting Parties to take pro-
                    ceedings against any other Contracting Party in any
                    other court of competent jurisdiction, nor shall the
                    taking of proceedings in any one or more jurisdic-
                    tions preclude the taking of proceedings in any
                    other jurisdiction, whether concurrently or not. 

               (f)  Each of the Borrower and the Guarantor further ir-
                    revocably consents to the service of process out of
                    the aforesaid Courts in any such action or proceed-
                    ings by the mailing of copies thereof by registered
                    or certified airmail, postage prepaid to the Bor-
                    rower and/or the Guarantor at its address applying
                    for the time being under Clause 23.1 (Notices).

               (g)  Nothing herein shall affect the right to serve pro-
                    cess in any other manner permitted by law.


              .........................        ........................
            SECURITY CAPITAL HOLDINGS S.A.   SECURITY CAPITAL U.S. REALTY
<PAGE>



         30.  SEVERABILITY

              If any provision of this Agreement is prohibited or unen-
              forceable in any jurisdiction, the prohibition or unen-
              forceability shall not invalidate the remaining provisions
              of this Agreement or affect the validity or enforceability
              of the provision in any other jurisdiction.

         31.  COUNTERPARTS

              This Agreement may be executed in any number of counter-
              parts and all of the counterparts taken together shall be
              deemed to constitute one and the same instrument.
<PAGE>



                                        73



         32.  LANGUAGE

              Each document referred to herein or to be delivered here-
              under shall be in the English language or accompanied by
              an English translation thereof certified as accurate by an
              officer of the Borrower or the Guarantor.  In the case of
              conflict and unless the Administrative Agent otherwise
              specifies, the English language version of any such docu-
              ment shall prevail.

         IN WITNESS  whereof the parties hereto have caused this Agree-
         ment to be duly executed on the date first written above.
<PAGE>



                                        74



                                   SIGNATORIES


         BORROWER

         SECURITY CAPITAL HOLDINGS S.A.

         By: /s/ Paul E. Szurek

         GUARANTOR

         SECURITY CAPITAL U.S. REALTY

         By: /s/ Paul E. Szurek

         ARRANGER

         COMMERZBANK A.G. NEW YORK BRANCH

         By: /s/ Marianne I. Medora    /s/ Sean H. Harrigan
                 Vice President            Senior Vice President


         LENDER

         COMMERZBANK A.G. LOS ANGELES BRANCH

         By: /s/ Marianne I. Medora    /s/ Sean H. Harrigan
                 Vice President            Senior Vice President


         ADMINISTRATIVE AGENT

         COMMERZBANK INTERNATIONAL S.A.

         By:  /s/ Ellen Farns

         COLLATERAL AGENT

         COMMERZBANK A.G. NEW YORK BRANCH

         By: /s/ Marianne I. Medora    /s/ Sean H. Harrigan
                 Vice President            Senior Vice President