==========================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


   Date of Report (Date of earliest event reported): March 11, 1998

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


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


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

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

                                       N/A
          (Former name or former address, if changed since last report)


   ==========================================================================

   
   Item 2.   Acquisition or Disposition of Assets.

   General

        On March 11, 1998, Regency Realty Corporation (the "Company")
   acquired, through a limited partnership (the "Partnership") of which the
   Company is the sole general partner, substantially all of the completed
   properties and third party management assets of Midland Development Group,
   Inc. and certain of its affiliates ("Midland") pursuant to a Contribution
   Agreement dated January 12, 1998.  For additional information, see the
   Company's current report on Form 8-K filed with the Commission on February
   4, 1998.


   Item 7.   Financial Statements and Exhibits.

        (a) and (b)    Financial Statements and Pro Forma Financial
   Information

        Audited statement of revenues and certain expenses for Midland for
   the year ended December 31, 1996 and unaudited pro forma consolidated
   balance sheet as of September 30, 1997 and unaudited pro forma
   consolidated statements of operations for the nine months ended September
   30, 1997 and the year ended December 31, 1996 were included in the
   Company's current report on Form 8-K filed with the Commission on February
   4, 1998.

        (c)  Exhibits

        (2)  Contribution Agreement dated as of January 12, 1998, by and among
   Regency Realty Corporation, Midland Development Group, Inc., the Midland
   Principals and certain Midland Affiliates.

       (10)  Material Contracts:

             (a)  Second Amended and Restated Agreement of Limited
                  Partnership of Regency Centers, L.P., dated as of March 5,
                  1998, by and among Regency Realty Corporation, as General
                  Partner, and the Limited Partners named therein.

             (b)  Registration Rights Agreement dated as of March 5, 1998, by
                  and among Regency Realty Corporation and the Investors
                  named therein.

             (c)  Amended and Restated Redemption Agreement dated as of March
                  5, 1998, by and among Regency Realty Corporation and the
                  Investors named therein.

             (d)  Non-Competition Agreement dated as of March 11, 1998, by
                  and among Regency Centers, L.P., Regency Realty Group,
                  Inc., Regency Realty Corporation and Lee S. Wielansky.

             (e)  Lock-up letter agreement of Lee S. Wielansky dated as of
                  March 1, 1998.

   
                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
   the registrant has duly caused this report to be signed on its behalf by
   the undersigned hereunto duly authorized.


                                      REGENCY REALTY CORPORATION
                                      (Registrant)


   March 19, 1998                     By:   /s/ J. Christian Leavitt
                                         ------------------------------------
                                           J. Christian Leavitt
                                           Vice President and Treasurer





                             CONTRIBUTION AGREEMENT



   
                                TABLE OF CONTENTS

   ARTICLE 1:  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .    3
        1.1   Definitions. . . . . . . . . . . . . . . . . . . . . . . .    3

   ARTICLE 2:  CONTRIBUTION TO PARTNERSHIP . . . . . . . . . . . . . . .   21
        2.1   Contribution Values. . . . . . . . . . . . . . . . . . . .   21
        2.2   Capitalization of the Partnership. . . . . . . . . . . . .   23
        2.3   OSTRS Consideration. . . . . . . . . . . . . . . . . . . .   25
        2.4   Assumptions. . . . . . . . . . . . . . . . . . . . . . . .   26
              2.4.1 Assumption of Liabilities  . . . . . . . . . . . . .   26
              2.4.2 Substitution of NewSubs in Joint Ventures  . . . . .   26
        2.5   Subsequent Closings. . . . . . . . . . . . . . . . . . . .   27
              2.5.1 In-Process Earn-Out  . . . . . . . . . . . . . . . .   27
              2.5.2 In-Place Earn-Out  . . . . . . . . . . . . . . . . .   28
              2.5.3 Midland Group Earn-Out . . . . . . . . . . . . . . .   29
              2.5.4 Worthington Outparcel Earn-Out . . . . . . . . . . .   32
              2.5.5 Evans Crossing Land Earn-Out . . . . . . . . . . . .   32
        2.6   Subsequent Closings for OSTRS Eastern Option Properties. .   33

   ARTICLE 3:   FORMATION OF SUBPARTNERSHIPS . . . . . . . . . . . . . .   33
        3.1   R&M Western Partnership. . . . . . . . . . . . . . . . . .   33
              3.1.1 Partnership Agreement of R&M Western Partnership . .   34
        3.2   OTR Joint Ventures . . . . . . . . . . . . . . . . . . . .   34
              3.2.1 Mechanics of Contribution  . . . . . . . . . . . . .   34

   ARTICLE 4:  ADDITIONAL CLOSING AND POST-CLOSING TRANSACTIONS  . . . .   34
        4.1   Purchase Option. . . . . . . . . . . . . . . . . . . . . .   34
        4.2   Right of First Refusal . . . . . . . . . . . . . . . . . .   35
        4.3   Transfer of Options. . . . . . . . . . . . . . . . . . . .   35
        4.4   Additional Outparcels. . . . . . . . . . . . . . . . . . .   36
        4.5   Management Contracts . . . . . . . . . . . . . . . . . . .   36

   ARTICLE 5:  COVENANTS . . . . . . . . . . . . . . . . . . . . . . . .   36
        5.1   Implementing Agreement . . . . . . . . . . . . . . . . . .   36
        5.2   Preservation of Business . . . . . . . . . . . . . . . . .   37
        5.3   Consents and Approvals . . . . . . . . . . . . . . . . . .   37
        5.4   Additional Acquisitions. . . . . . . . . . . . . . . . . .   37
        5.5   Continuation of Employees. . . . . . . . . . . . . . . . .   38
        5.6   Disclosur. . . . . . . . . . . . . . . . . . . . . . . . .   38
        5.7   Exclusivity. . . . . . . . . . . . . . . . . . . . . . . .   39
        5.8   New Contracts. . . . . . . . . . . . . . . . . . . . . . .   40
        5.9   Leasing Arrangements . . . . . . . . . . . . . . . . . . .   40
        5.10  Obligation to Supplement Information . . . . . . . . . . .   41
        5.11  Access to Information; Environmental Audits  . . . . . . .   41
        5.12  Monthly Updates of Rent Rolls and Operating
              Statements . . . . . . . . . . . . . . . . . . . . . . . .   42
        5.13  Tenant Estoppels . . . . . . . . . . . . . . . . . . . . .   42
        5.14  Service Contracts  . . . . . . . . . . . . . . . . . . . .   42
        5.15  Work Contracts . . . . . . . . . . . . . . . . . . . . . .   43
        5.16  Title Insurance; Survey  . . . . . . . . . . . . . . . . .   43
        5.17  Later Title Exceptions . . . . . . . . . . . . . . . . . .   43
        5.18  Damage . . . . . . . . . . . . . . . . . . . . . . . . . .   44
        5.19  Condemnation . . . . . . . . . . . . . . . . . . . . . . .   45
        5.20  Windmiller . . . . . . . . . . . . . . . . . . . . . . . .   45
        5.21  Future Joint Venture Agreements  . . . . . . . . . . . . .   46

   ARTICLE 6: REPRESENTATIONS, WARRANTIES AND FURTHER
             COVENANTS OF MIDLAND  . . . . . . . . . . . . . . . . . . .   46
        6.1   As to Property Entities, Joint Ventures, Midland Affiliates
              and Midland Principals . . . . . . . . . . . . . . . . . .   46
              6.1.1  Due Organization, etc.  . . . . . . . . . . . . . .   46
              6.1.2  Due Authorization; Consents; No Violations. . . . .   47
              6.1.3  Existing Mortgage Debt. . . . . . . . . . . . . . .   48
              6.1.4  Financial Statements. . . . . . . . . . . . . . . .   48
              6.1.5  No Adverse Change . . . . . . . . . . . . . . . . .   49
              6.1.6  No Litigation . . . . . . . . . . . . . . . . . . .   49
              6.1.7  Leased Real Property. . . . . . . . . . . . . . . .   49
              6.1.8  Leased Personal Property. . . . . . . . . . . . . .   50
              6.1.9  Intellectual Property . . . . . . . . . . . . . . .   50
              6.1.10 Contracts . . . . . . . . . . . . . . . . . . . . .   50
              6.1.11 Insurance . . . . . . . . . . . . . . . . . . . . .   51
              6.1.12 Tax Matters . . . . . . . . . . . . . . . . . . . .   52
        6.2   Representations of Midland Principals, the Property
              Entities and the Midland Affiliates. . . . . . . . . . . .   53
              6.2.1  Retained Properties . . . . . . . . . . . . . . . .   53
              6.2.2  Securities. . . . . . . . . . . . . . . . . . . . .   53
              6.2.3  Distributions and Payments. . . . . . . . . . . . .   54
              6.2.4  Tax Advice. . . . . . . . . . . . . . . . . . . . .   54
              6.2.5  Foreign Person. . . . . . . . . . . . . . . . . . .   55
              6.2.6  No Employees. . . . . . . . . . . . . . . . . . . .   55
              6.2.7  Brokers . . . . . . . . . . . . . . . . . . . . . .   55
              6.2.8  Insolvency. . . . . . . . . . . . . . . . . . . . .   55
        6.3   Additional Matters Relating to Joint Ventures. . . . . . .   55
              6.3.1  Tax Matters . . . . . . . . . . . . . . . . . . . .   55
              6.3.2  No Defaults . . . . . . . . . . . . . . . . . . . .   55
              6.3.3  Other . . . . . . . . . . . . . . . . . . . . . . .   56
        6.4   Additional Representations of Midland Development. . . . .   56
              6.4.1  No Defaults . . . . . . . . . . . . . . . . . . . .   56
              6.4.2  Management Contracts. . . . . . . . . . . . . . . .   56
              6.4.3  Permits . . . . . . . . . . . . . . . . . . . . . .   56
              6.4.4  Title To and Condition of Assets. . . . . . . . . .   57
              6.4.5  Employee Benefit Plans. . . . . . . . . . . . . . .   57
              6.4.6  Other Employee Matters. . . . . . . . . . . . . . .   58
        6.5   As to the Properties . . . . . . . . . . . . . . . . . . .   58
              6.5.1  Title; Purchase Commitments . . . . . . . . . . . .   58
              6.5.2  Physical Condition. . . . . . . . . . . . . . . . .   58
              6.5.3  Rentable Area and Parking Spaces. . . . . . . . . .   58
              6.5.4  Compliance with Laws. . . . . . . . . . . . . . . .   59
              6.5.5  Insurability. . . . . . . . . . . . . . . . . . . .   59
              6.5.6  Utilities; Permits. . . . . . . . . . . . . . . . .   59
              6.5.7  Contract Payments . . . . . . . . . . . . . . . . .   59
              6.5.8  Assessments . . . . . . . . . . . . . . . . . . . .   60
              6.5.9  Accuracy of Documents . . . . . . . . . . . . . . .   60
              6.5.10 Rent Roll and Leases  . . . . . . . . . . . . . . .   60
              6.5.11 Permits . . . . . . . . . . . . . . . . . . . . . .   61
              6.5.12 Service Contracts . . . . . . . . . . . . . . . . .   61
              6.5.13 Security Deposits . . . . . . . . . . . . . . . . .   61
              6.5.14 Condemnation  . . . . . . . . . . . . . . . . . . .   62
              6.5.15 Environmental Matters . . . . . . . . . . . . . . .   62
              6.5.16 Flood Hazard  . . . . . . . . . . . . . . . . . . .   64
              6.5.17 Zoning  . . . . . . . . . . . . . . . . . . . . . .   65
              6.5.18 Access  . . . . . . . . . . . . . . . . . . . . . .   65
              6.5.19 No Defects  . . . . . . . . . . . . . . . . . . . .   65
              6.5.20 Use of Property . . . . . . . . . . . . . . . . . .   65
              6.5.21 No Default  . . . . . . . . . . . . . . . . . . . .   65
              6.5.22 Development Properties  . . . . . . . . . . . . . .   65
              6.5.23 Acquisition Properties  . . . . . . . . . . . . . .   66
              6.5.24 Work Contracts  . . . . . . . . . . . . . . . . . .   66
              6.5.25 Budgets and Projections . . . . . . . . . . . . . .   66
        6.6   Limit on Representations . . . . . . . . . . . . . . . . .   67

   ARTICLE 7:  REPRESENTATIONS, WARRANTIES AND
               FURTHER COVENANTS OF REGENCY. . . . . . . . . . . . . . .   67
        7.1   Due Incorporation, etc.  . . . . . . . . . . . . . . . . .   67
        7.2   Due Authorization; Consents; No Violations . . . . . . . .   67
        7.3   Capitalization . . . . . . . . . . . . . . . . . . . . . .   68
        7.4   Valid Issuance of Shares . . . . . . . . . . . . . . . . .   69
        7.5   Regency Exchange Act Reports . . . . . . . . . . . . . . .   69
        7.6   Permits. . . . . . . . . . . . . . . . . . . . . . . . . .   70
        7.7   No Adverse Change. . . . . . . . . . . . . . . . . . . . .   70
        7.8   No Defaults or Violations. . . . . . . . . . . . . . . . .   70
        7.9   Litigation . . . . . . . . . . . . . . . . . . . . . . . .   71
        7.10  Title to Properties; Leasehold Interests . . . . . . . . .   71
        7.11  Environmental Matters  . . . . . . . . . . . . . . . . . .   71
        7.12  Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . .   72
        7.13  REIT Status  . . . . . . . . . . . . . . . . . . . . . . .   73
        7.14  Employees: ERISA . . . . . . . . . . . . . . . . . . . . .   73

   ARTICLE 8:  CONDITIONS PRECEDENT TO OBLIGATIONS OF REGENCY  . . . . .   73
        8.1.  Conditions for the First Closing as to the
              Transaction. . . . . . . . . . . . . . . . . . . . . . . .   73
              8.1.1 Aggregate Assets . . . . . . . . . . . . . . . . . .   73
              8.1.2 Representations and Warranties . . . . . . . . . . .   73
              8.1.3 Compliance with Covenants and Agreements . . . . . .   74
              8.1.4 No Material Adverse Change . . . . . . . . . . . . .   74
              8.1.5 No Injunction  . . . . . . . . . . . . . . . . . . .   74
              8.1.6 Delivery of Documents  . . . . . . . . . . . . . . .   74
              8.1.7 Consents . . . . . . . . . . . . . . . . . . . . . .   74
              8.1.8 No Notice of Material Claims . . . . . . . . . . . .   74
              8.1.9 Additional Indemnity . . . . . . . . . . . . . . . .   74
        8.2   Conditions for the First Closing as to a Property. . . . .   74
              8.2.1  Representations and Warranties. . . . . . . . . . .   75
              8.2.2  Compliance with Covenants and Agreements. . . . . .   75
              8.2.3  No Material Adverse Change. . . . . . . . . . . . .   76
              8.2.4  No Injunction . . . . . . . . . . . . . . . . . . .   76
              8.2.5  Title . . . . . . . . . . . . . . . . . . . . . . .   76
              8.2.6  Lender Estoppels. . . . . . . . . . . . . . . . . .   76
              8.2.7  Tenant Estoppels. . . . . . . . . . . . . . . . . .   76
              8.2.8  Work Contract Estoppels . . . . . . . . . . . . . .   76
              8.2.9  Delivery of Documents . . . . . . . . . . . . . . .   76
              8.2.10 Consents  . . . . . . . . . . . . . . . . . . . . .   76
              8.2.11 Romanelli and Hughes Properties . . . . . . . . . .   76
              8.2.12 Waiver of Rights of First Refusal . . . . . . . . .   77
              8.2.13 Lake Pine Road Construction . . . . . . . . . . . .   77

   ARTICLE 9:  CONDITIONS PRECEDENT TO OBLIGATIONS
               OF CONTRIBUTORS . . . . . . . . . . . . . . . . . . . . .   77
        9.1   Conditions for the First Closing . . . . . . . . . . . . .   77
              9.1.1  Representations and Warranties. . . . . . . . . . .   77
              9.1.2  Compliance with Covenants and Agreements. . . . . .   77
              9.1.3  No Material Adverse Change. . . . . . . . . . . . .   78
              9.1.4  No Injunction . . . . . . . . . . . . . . . . . . .   78
              9.1.5  Delivery of Documents . . . . . . . . . . . . . . .   78
              9.1.6  Midland Consents. . . . . . . . . . . . . . . . . .   78
              9.1.7  No Notice of Material Claims. . . . . . . . . . . .   78
              9.1.8  Minimum Asset Contribution. . . . . . . . . . . . .   78
              9.1.9  Regency Reorganization. . . . . . . . . . . . . . .   78
              9.1.10 Partnership Agreement . . . . . . . . . . . . . . .   78
              9.1.11 Joint Venture Debt  . . . . . . . . . . . . . . . .   78


   ARTICLE 10:  CLOSINGS . . . . . . . . . . . . . . . . . . . . . . . .   79
        10.1  Closing    . . . . . . . . . . . . . . . . . . . . . . . .  79
              10.1.1    Time and Place . . . . . . . . . . . . . . . . .   79
              10.1.2    Representations, Warranties and Covenants as to
                        Deferred Property Closings . . . . . . . . . . .   79
        10.2  Contribution to the Partnership  . . . . . . . . . . . . .   79
              10.2.1    Deliveries by Midland. . . . . . . . . . . . . .   79
              10.2.2    Deliveries by Regency. . . . . . . . . . . . . .   82
        10.3  Closing Statements/Escrow Fees . . . . . . . . . . . . . .   84

   ARTICLE 11:  PRORATIONS AND ADJUSTMENTS . . . . . . . . . . . . . . .   84
        11.1  Prorations . . . . . . . . . . . . . . . . . . . . . . . .   84
              11.1.1    Taxes and Assessments. . . . . . . . . . . . . .   84
              11.1.2    Collected Rent . . . . . . . . . . . . . . . . .   85
              11.1.3    Percentage Rents . . . . . . . . . . . . . . . .   85
              11.1.4    Operating Expense Pass-Throughs. . . . . . . . .   85
              11.1.5    Service Contracts. . . . . . . . . . . . . . . .   86
              11.1.6    Utilities. . . . . . . . . . . . . . . . . . . .   86
        11.2  Work Contracts . . . . . . . . . . . . . . . . . . . . . .   86
        11.3  Tenant Deposits  . . . . . . . . . . . . . . . . . . . . .   86
        11.4  Deposits   . . . . . . . . . . . . . . . . . . . . . . . .   86
        11.5  Wages  . . . . . . . . . . . . . . . . . . . . . . . . . .   87
              11.5.1    Determination of Midland Development Value
                        Adjustment . . . . . . . . . . . . . . . . . . .   87
              11.5.2    Midland Development Value Adjustment . . . . . .   89
              11.5.3    Payment of Midland Development Value Adjustment.   89
        11.6  Due Diligence Costs  . . . . . . . . . . . . . . . . . . .   89

   ARTICLE 12:  TERMINATION AND REMEDIES . . . . . . . . . . . . . . . .   90
        12.1  Termination  . . . . . . . . . . . . . . . . . . . . . . .   90
        12.2  Effect of Termination  . . . . . . . . . . . . . . . . . .   90
        12.3  Remedies   . . . . . . . . . . . . . . . . . . . . . . . .   90

   ARTICLE 13:  INDEMNIFICATION  . . . . . . . . . . . . . . . . . . . .   91
        13.1  By Midland Principals  . . . . . . . . . . . . . . . . . .   91
        13.2  By Contributors  . . . . . . . . . . . . . . . . . . . . .   92
        13.3  By the Partnership and Other Transferees . . . . . . . . .   92
        13.4  By Regency . . . . . . . . . . . . . . . . . . . . . . . .   93
        13.5  Remedies Upon Fraud  . . . . . . . . . . . . . . . . . . .   93
        13.6  Indemnification of Third-Party Claims  . . . . . . . . . .   93
        13.7  Payment  . . . . . . . . . . . . . . . . . . . . . . . . .   94
              13.7.1    General. . . . . . . . . . . . . . . . . . . . .   94
              13.7.2    Security Interest. . . . . . . . . . . . . . . .   95
        13.8  Jurisdiction . . . . . . . . . . . . . . . . . . . . . . .   96
        13.9  Threshold and Cap  . . . . . . . . . . . . . . . . . . . .   97
        13.10 No Waiver. . . . . . . . . . . . . . . . . . . . . . . . .   97
        13.11 Designated Representatives . . . . . . . . . . . . . . . .   97

   ARTICLE 14:  POST-CLOSING COVENANTS . . . . . . . . . . . . . . . . .   98
        14.1  Completion of 1997 Audit . . . . . . . . . . . . . . . . .   98
        14.2  Access to Books and Records  . . . . . . . . . . . . . . .   98
        14.3  Environmental Matters  . . . . . . . . . . . . . . . . . .   98
        14.4  Reports on Earn-Out Performance  . . . . . . . . . . . . .   98
        14.5  Midland Development 401(k) Plan  . . . . . . . . . . . . .   99

   ARTICLE 15:  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . .   99
        15.1  Headings and Interpretation  . . . . . . . . . . . . . . .   99
        15.2  Pronouns and Plurals . . . . . . . . . . . . . . . . . . .   99
        15.3  Time . . . . . . . . . . . . . . . . . . . . . . . . . . .   99
        15.4  Survival . . . . . . . . . . . . . . . . . . . . . . . . .   99
        15.5  Expenses . . . . . . . . . . . . . . . . . . . . . . . . .   99
        15.6  Costs of Litigation  . . . . . . . . . . . . . . . . . . .  100
        15.7  Mediation  . . . . . . . . . . . . . . . . . . . . . . . .  100
        15.8  Additional Actions and Documents . . . . . . . . . . . . .  101
        15.9  Remedies Cumulative  . . . . . . . . . . . . . . . . . . .  101
        15.10 Entire Agreement; Amendment and Modification . . . . . . .  101
        15.11 Notices. . . . . . . . . . . . . . . . . . . . . . . . . .  101
        15.12 Waivers  . . . . . . . . . . . . . . . . . . . . . . . . .  102
        15.13 Counterparts . . . . . . . . . . . . . . . . . . . . . . .  102
        15.14 Governing Law  . . . . . . . . . . . . . . . . . . . . . .  102
        15.15 Assignment; Parties in Interest  . . . . . . . . . . . . .  103
              15.15.1  Assignment. . . . . . . . . . . . . . . . . . . .  103
              15.15.2  Parties in Interest . . . . . . . . . . . . . . .  103
        15.16 No Third Party Beneficiaries . . . . . . . . . . . . . . .  103
        15.17 Severability . . . . . . . . . . . . . . . . . . . . . . .  103
        15.18 Limitation of Liability  . . . . . . . . . . . . . . . . .  103
        15.19 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . .  103

   
                             CONTRIBUTION AGREEMENT


        THIS CONTRIBUTION AGREEMENT (the "Agreement") is made as of the       
   day of January, 1998, by and among MIDLAND DEVELOPMENT GROUP, INC., a
   Missouri corporation ("Midland Development"), the Property Entities (as
   hereinafter defined) party hereto, the Midland Principals (as hereinafter
   defined), the Midland Affiliates (as hereinafter defined), and REGENCY
   REALTY CORPORATION, a Florida corporation ("Regency"), under the following
   circumstances:

        A.   Regency is in the business of investing in shopping centers.

        B.   Midland Development and its Affiliates are in the business of
   developing and investing in shopping centers.  The Midland Affiliates and
   Property Entities own directly or indirectly Properties, Acquisition
   Contracts, Management Contracts and certain other Assets (as such terms
   are hereinafter defined).  The Midland Affiliates and Property Entities
   collectively wish to contribute the Properties that are the subject of
   this Agreement to a transferee that will acquire all such Properties and
   are not willing to permit the transferee to pick and choose which of their
   Properties it wishes to acquire.

        C.   Regency has caused the prior formation of a Delaware limited
   partnership (the "Partnership"), and Regency wishes to amend and restate
   the partnership agreement in substantially the form of Exhibit 1.1.104
   (the "Partnership Agreement").  Regency Atlanta, Inc., the current sole
   general partner of the Partnership and a wholly-owned subsidiary of
   Regency, will merge into Regency, and Regency will be the sole general
   partner of the Partnership.  

        D.   Regency will make certain cash contributions to the Partnership,
   the Property Entities will contribute their respective Assets to the
   Partnership (in some cases for contribution in turn to other Transferees
   (as hereinafter defined)) in exchange for Units (as hereinafter defined)
   and, in some cases earn-out rights, and each Midland Affiliate owning an
   interest in a Joint Venture (as hereinafter defined) will assign its
   interest in such Joint Venture to the Partnership (in some cases for
   contribution in turn to another Transferee), in exchange for earn-out
   rights, all as provided for herein and in the Partnership Agreement. 

        E.   Each entity contributing Assets to the Partnership will
   distribute the Units it so receives to its respective equity owners.

        F.   Subject to the provisions of a redemption agreement in the form
   of Exhibit 1.1.118 (the "Redemption Agreement") and the OTR Redemption
   Agreement (as hereinafter defined), the Units may be redeemed for Shares
   (as hereinafter defined) or cash.

        G.   OTR, as nominee for OSTRS (as hereinafter defined), is a party
   with a Midland Affiliate to a joint venture known as OTR/Midland Realty
   Holdings, Ltd. ("OTR/Midland Ltd."), which joint venture is a Property
   Entity that owns 11 Properties to be contributed to the Partnership
   hereunder in exchange for Units.  OTR/Midland Ltd. has the right and
   obligation, directly or through a sub-partnership, to acquire two
   additional Development Properties (as hereinafter defined) located in Ohio
   and North Carolina and two additional Development Properties located in
   Texas.  OTR/Midland Ltd. also has the right to acquire certain properties
   being developed by Midland Affiliates through Joint Ventures, or to be
   developed in the future (subject to OSTRS Option Rights) by Affiliates of
   Midland Development through joint ventures, with Affiliates of The Kroger
   Company.  

        H.   OTR will release its rights to participate, through OTR/Midland
   Ltd., in the acquisition and ownership of the OSTRS Committed Eastern
   Properties being developed by Joint Ventures and the OSTRS Eastern Option
   Properties (as those terms are hereinafter defined),  which rights will be
   released in exchange for Units.

        I.   OTR wishes to continue participating (on the same terms that it
   has invested in Properties through OTR/Midland Ltd.) in investments in the
   Properties referred to elsewhere herein as the OSTRS Committed Western
   Properties.  OTR also wishes to have the right to participate in
   investments in (all of which are subject to OSTRS Option Rights (as
   hereinafter defined)): (i) the Properties being developed by Joint
   Ventures and referred to elsewhere herein as the OSTRS Western Option
   Properties and (ii) certain properties that may be developed directly or
   indirectly by the Partnership during a specified time period through joint
   ventures with Affiliates of The Kroger Company.  Accordingly, the
   Partnership will cause the formation of joint ventures (the "OTR Joint
   Ventures") between OTR and a new partnership, R&M Western Partnership (as
   defined below), for the purpose of making such investments, the governing
   documents of which will be identical in substance to those of OTR/Midland
   Ltd..  

        J.   In consideration of, among other things, the interests in the
   OSTRS Committed Western Properties and the Joint Ventures for OSTRS
   Western Option Properties being contributed by certain Midland Affiliates
   to the Partnership, such Midland Affiliates (through an entity to be
   formed by them) will be admitted to a limited partnership ("R&M Western
   Partnership") to be formed by or on behalf of the Partnership to serve as
   the joint venture partner of OSTRS in the OTR Joint Ventures.  Through R&M
   Western Partnership, such Midland Affiliates will participate in the
   Partnership's indirect investment (through the OTR Joint Ventures) in the
   OSTRS Committed Western Properties and the OSTRS Western Option Properties
   identified as such at the First Closing Date, but not in any other
   investments of the OTR Joint Ventures.  R&M Western Partnership also will
   serve as the vehicle for (i) certain Midland Affiliates developing two
   Development Properties in Colorado to continue to participate in the
   ownership of such Properties after they contribute their existing
   ownership interests therein to the Partnership and (ii) continued
   participation by Midland Affiliates in the ownership of any OSTRS Western
   Option Properties they are developing as of the First Closing Date as to
   which OSTRS elects not to exercise OSTRS Option Rights.

        NOW THEREFORE, in consideration of the mutual covenants and
   agreements contained in this Agreement and for other good and valuable
   consideration, the receipt and sufficiency of which are hereby
   acknowledged, the parties hereto agree as follows:


                             ARTICLE 1:  DEFINITIONS

        1.1  Definitions.  In addition to the terms defined in this
   Agreement, the following terms shall have the meanings set forth herein:

             1.1.1     "Abated Rent" means base rent for which tenants have
   received abatement credit, but only to the extent that such abatement
   credit is consistent with the criteria set forth on Schedule 1.1.1.

             1.1.2     "Acquisition Contracts" means the Contracts to acquire
   certain real property and, if applicable, leases, personal property and
   intangible property relating to such real property, to which certain
   Property Entities are a party, all as more particularly described on
   Schedule 1.1.2 (as it may be amended at the First Closing pursuant to
   Section 5.4), including the rights of OTR/Midland Ltd. and OTR/Midland
   Texas Limited Partnership to acquire (i) certain Development Properties
   pursuant to the OTR/Midland Transfer and Contribution Agreement and (ii)
   additional OSTRS Option Properties which shall be subject to the OSTRS
   Option Rights in the future.

             1.1.3     "Acquisition Properties" means the real property and
   other assets that are the subject of the Acquisition Contracts.

             1.1.4     [Intentionally omitted]

             1.1.5     "Additional Units" means the Units to be issued at any
   Subsequent Closings pursuant to Section 2.5 or 2.6.

             1.1.6     "Affiliate" means, with respect to any Person, any
   Person directly or indirectly controlling, controlled by or under common
   control with such Person, with control meaning the possession, direct or
   indirect, of the power to direct or cause the direction of the management
   and policies of such Person, whether through the ownership of voting
   securities, by contract or otherwise.

             1.1.7     "Allocation Chart" means the description of the
   allocation of Units and Additional Units attached hereto as Schedule
   1.1.7, which sets forth (a) the name of each Unit Recipient; and (b) shows
   separately as to each Property Entity, the respective percentage
   allocation of Units issuable to each Unit Recipient and the respective
   percentage allocation of Additional Units, if any, to be issued to certain
   Unit Recipients at a Subsequent Closing with respect to the various earn-
   outs described in Section 2.5 and the Property Closings described in
   Section 2.6.

             1.1.8     "Annualized NOI" means the projected annualized net
   operating income of a property determined as of the applicable Calculation
   Date on an accrual basis by calculating the excess of:

                   (a) for executed leases for occupied space in effect as of
                       the end of the calendar month (the "Measurement
                       Month") ending on the Calculation Date that meet the
                       Leasing Criteria (including any leases that expire
                       during the following twelve months), the sum of each
                       of the following accrued during the Measurement Month,
                       times twelve (as if all such leases were in effect at
                       the beginning of the month):  all rents (including
                       Abated Rent, but excluding other free or reduced rent
                       that does not meet the criteria set forth on Schedule
                       1.1.1) at the rates in effect on the last day of the
                       Measurement Month, charges, reimbursements, revenues,
                       percentage rent, expense recoveries and common area
                       maintenance, and all other amounts payable in each
                       case pursuant to such leases, assuming a vacancy rate
                       for GLA leased to Non-Credit Tenants equal to the
                       greater of the actual vacancy rate of all such space
                       or 7.5%, over 

                   (b) the following accrued during the Measurement Month,
                       times twelve:  the operating expenses for such
                       property (such as ad valorem Taxes, insurance, and
                       maintenance and repair costs), assuming a management
                       fee equal to $1,000 per month for each tenant which is
                       Kroger or King Soopers and equal to 4% of monthly base
                       rentals for all other tenants, but excluding (A)
                       capital replacements and improvements (including
                       tenant improvements), (B) leasing commissions, (C)
                       depreciation, and (D) debt service; and

                   (c) subtracting a structural reserve of $0.15 per square
                       foot of GLA except as set forth on Schedule 1.1.8.

             1.1.9     "Articles of Incorporation" means the Amended and
   Restated Articles of Incorporation of Regency, as filed with the Florida
   Department of State, as further amended or restated from time to time.

             1.1.10    "Assets" means (i) the Properties, (ii) the
   Acquisition Contracts (and any assets acquired by the Property Entities or
   the Joint Ventures thereunder prior to the First Closing), (iii) the
   Development Contracts, (iv) the interests of any Midland Affiliate in the
   Kroger Joint Ventures and the Dillon Joint Ventures and (v) the Other
   Assets, but excludes the Excluded Assets.

             1.1.11    "Assumed Liabilities" means the matters set forth on
   Schedule 1.1.11.  

             1.1.12    "Assumed Obligations" means the matters set forth on
   Schedule 1.1.12.

             1.1.13    "Business Day" means any day of the year other than
   Saturday, Sunday or any other day on which banks located in New York, New
   York generally are closed for business.

             1.1.14    "Calculation Date" means any one of the First
   Calculation Date, the Second Calculation Date or the Third Calculation
   Date.

             1.1.15    "Capital Expenditure Budget and Schedule" means,
   collectively, the capital expenditure budget and schedule for each
   Property, copies of which are attached as Schedule 1.1.15 (as it may be
   amended pursuant to Section 5.10), which describes the capital
   expenditures that the respective Property Entities have budgeted for each
   Property for the year ending December 31, 1998.

             1.1.16    "Capitalized Annualized NOI" means the quotient of (a)
   Annualized NOI divided by (b) 9.95% (9.25% in the case of the Property
   known as Garner).

             1.1.17    "Claim" means all actions, causes of action, suits,
   debts, dues, accounts, reckonings, bonds, bills, covenants, contracts,
   controversies, promises, trespasses, damages, judgments, executions,
   penalties, fines, claims, liabilities and demands whatsoever, in law or
   equity.

             1.1.18    "Closing" means generally the execution and delivery
   of those documents, securities and/or funds necessary to effect the
   transactions contemplated by this Agreement.

             1.1.19    "Closing Date" means, (i) with respect to the First
   Closing, five Business Days after the date on which the conditions set
   forth herein with respect thereto shall be satisfied or duly waived, or if
   the Midland Representatives and Regency mutually agree on a different
   date, the date upon which they have mutually agreed, and (ii) with respect
   to any Subsequent Closing, the date specified therefor in Section 2.5 or
   Section 2.6 or elsewhere in this Agreement.

             1.1.20    "Code" means the Internal Revenue Code of 1986, as
   amended, and any successor legislation thereto, including all of the rules
   and regulations promulgated thereunder.

             1.1.21    "Common Stock" means the voting Common Stock, $0.01
   par value, of Regency.

             1.1.22    "Collateral" means the collateral pledged pursuant to
   Section 13.7.2.

             1.1.23    "Contracts" means the Acquisition Contracts, the
   Development Contracts, the Management Contracts, the Repair Contracts, the
   Service Contracts, the TI Contracts and any other contract, direct
   property management agreement, asset management agreement, development
   agreement, partnership agreement, lease commitment, purchase order, or
   other legally binding indenture, mortgage, note, license, deed of trust,
   commitment, understanding, restriction or other agreement or instrument,
   other than the Leases, to which any Property Entity is a party or by which
   any of its assets are bound.

             1.1.24    "Contribution Value" has the meaning set forth in
   Section 2.1.

             1.1.25    "Contributors" means the Property Entities, each
   Midland Affiliate that owns an interest in a Joint Venture and each Joint
   Venture that transfers, directly or indirectly, a Property, Development
   Property or Acquisition Contract to a Transferee at the First Closing.

             1.1.26    "Development Budget and Schedule" has the meaning set
   forth in Section 6.5.22.

             1.1.27    "Development Contracts" means all contracts listed on
   Schedule 1.1.27 for the development or redevelopment of the Development
   Properties or the Acquisition Properties.

             1.1.28    "Development Cost" means the costs and expenses
   incurred in acquiring, constructing and developing or redeveloping a
   property, including any Contribution Value assigned to the property or
   amounts reimbursed to a Property Entity at the First Closing for such
   costs, all out-of-pocket hard and soft costs, any development fee paid or
   credited to a Regency Entity, and all allocable personnel and overhead
   costs (but not to exceed $1.50 per square foot for space leased by Kroger
   and $4.00 per square foot for other leased space in combination with any
   development fees and leasing commissions) capitalized as part of the
   acquisition, construction or development cost thereof, less the Net
   Proceeds from the sale of outparcels and expansion land that originally
   were part of or adjacent to the property and included as part of its
   acquisition cost. Development Cost for Phase 2 of Creekside shall be
   reduced by the fair market value of the expansion land and outparcels for
   Phase 3 of Creekside as of the applicable Earn-Out Calculation Date.
    
             1.1.29    "Development Earn-Out" has the meaning set forth in
   Section 2.5.3.2.

             1.1.30    "Development Properties" means the Properties listed
   on Schedule 1.1.30 each of which consists of Real Property which is in the
   process of being developed or redeveloped; provided, however, upon the
   acquisition of any Acquisition Property by any Property Entity prior to
   the First Closing which is to be developed, renovated or redeveloped, as
   further described on Schedule 1.1.30, such Acquisition Property also shall
   be deemed a Development Property.

             1.1.31    "Dillon" means Dillon Real Estate Co., Inc., a Kansas
   corporation.

             1.1.32    "Earn-Out Closing Date" means any one of the First
   Earn-Out Closing Date, Second Earn-Out Closing Date or Third Earn-Out
   Closing Date (collectively, the "Earn-Out Closing Dates").

             1.1.33    "Eligibility Criteria" means each of the following,
   determined as of the date of the First Closing, except as otherwise
   provided below:

                   (a) the property is the site of a development which has
                       been approved by the Kroger/Dillon capital committee
                       (or such other group or individuals authorized to
                       provide a similar function with respect to the
                       determination of store locations for Kroger or Dillon)
                       or, if the property is not the site of a Kroger or
                       King Soopers Joint Venture development, then the
                       property must be subject to a fully executed anchor
                       lease consistent with a first class neighborhood
                       shopping center;

                   (b) in the case of an Acquisition Property, the property
                       must be subject to a binding purchase contract; and

                   (c) zoning and all land use approvals, construction
                       permits and any other consents or approvals of any
                       Government Entity required under any Law relating to
                       the property and the development plans related thereto
                       have been obtained as of the 120th day after the date
                       of the First Closing;

   provided, however, that in the case of the Frisco and Woodman & Rangewood
   Properties, the Eligibility Criteria means that the Property is owned as
   of the First Closing Date by joint venture between Affiliates of Midland
   Development and Affiliates of Kroger, notwithstanding anything to the
   contrary provided above.

             1.1.34    "Eligible Property" means any Development Property or
   Acquisition Property described in Schedule 1.1.34 (or on any amendment to
   Schedule 1.1.34 which may be delivered at the First Closing or promptly
   after the 120th day after the First Closing) which satisfies the
   Eligibility Criteria (collectively, the "Eligible Properties").  Schedule
   1.1.34 also lists those Properties that the parties presently expect will
   qualify as Eligible Properties; however, a Property must satisfy the
   Eligibility Criteria in order to actually qualify as an Eligible Property.

             1.1.35    "Endorsements" means endorsements to the Title
   Insurance, to the extent available under applicable law, including,
   without limitation, Comprehensive, Access, Survey, Separate Lot, Legal
   Lot, Non-Imputation, Fairways, Contiguity, Zoning 3.1, and any other
   endorsement owned by a Property Entity or typically obtained by customary
   practice in the area of the respective Property for transactions of the
   type contemplated by this Agreement.

             1.1.36    "ERISA"  mean the Employee Retirement Income Security
   Act of 1974, as amended, and any successor legislation thereto.

             1.1.37    "Estimated Closing Balance Sheet" has the meaning set
   forth in Section 11.5.1(a).

             1.1.38    "Exchange Act" means the Securities Exchange Act of
   1934, as amended.

             1.1.39    "Excluded Assets" means the assets listed on Schedule
   1.1.39.

             1.1.40    "Existing Mortgage Debt" means collectively the loans
   of each Property Entity described on Schedule 1.1.40 and the loans
   obtained with Regency's consent or in compliance with Section 5.2 in
   connection with the purchase and/or development of the Acquisition
   Properties or the development of the Development Properties.

             1.1.41    "Final Closing Balance Sheet" has the meaning set
   forth in Section 11.5.1(b).

             1.1.42    "First Calculation Date" means the month end
   immediately following the first anniversary date of the First Closing
   Date.

             1.1.43    "First Closing" means the Closing at which, among
   other things, the Assets will be contributed to the Partnership.

             1.1.44    "First Closing Date" means the date on which the First
   Closing is effective.

             1.1.45    "First Earn-Out Closing Date" means the first Business
   Day thirty (30) days after the First Calculation Date.

             1.1.46    "First Midland NOI Cap" means $1,600,000 if, during
   the twelve calendar months immediately preceding the First Calculation
   Date, any Regency Entity commences development or redevelopment of and/or
   acquires shopping center developments in the Territory which are approved
   by Regency's investment committee and have budgeted Development Costs (as
   of the First Calculation Date) and/or purchase price (including the
   principal amount of any mortgage debt assumed) in the aggregate equal to
   or greater than $10,000,000.  If such Development Costs and/or purchase
   price in the aggregate are less than $10,000,000, then the First Midland
   NOI Cap shall be an amount equal to (i) $1,600,000, multiplied by (ii) the
   quotient of such aggregate Development Costs and/or purchase price divided
   by $10,000,000.  

             1.1.47    "First Midland NOI Threshold" has the meaning set
   forth in Schedule 1.1.47.

             1.1.48    "Franklin Earn-Out Deficiency" has the meaning set
   forth in Section 2.5.3(a).

             1.1.49    "GAAP" means generally accepted accounting principles.

             1.1.50    "GLA" means gross leasable area.

             1.1.51    "Government Entity" means any court, arbitrator,
   department, commission, board, bureau, agency, authority, instrumentality
   or other governmental body, whether federal, state, municipal, foreign or
   other.

             1.1.52    "Gross Asset Value" with respect to an Asset means the
   sum of its aggregate Contribution Value as of the applicable calculation
   date plus the aggregate principal amount of debt encumbering such Asset as
   of such date.

             1.1.53    "Hold Period" means the period necessary in order for
   the sale of a Property or Option Property eligible for capital gains
   treatment for Federal income tax purposes to be eligible for treatment at
   the long-term rate of 20%.

             1.1.54    "In-Place Earn-Out" has the meaning set forth in
   Section 2.5.2.

             1.1.55    "In-Process Earn-Out Value" has the meaning set forth
   in Section 2.5.1(a).

             1.1.56    "Intangible Property" means all intangible property
   now or on the First Closing Date owned by any Property Entity or Joint
   Venture and used in connection with the Real Property, the Personal
   Property, Midland Headquarters or the Third Party Management Business,
   including, without limitation, all of their right, title and interest in
   and to all:  licenses, approvals, applications and permits issued or
   approved by any Government Entity and relating to the use, operation,
   ownership, occupancy and/or maintenance of the Real Property, the Personal
   Property, Midland Headquarters or the Third Party Management Business; the
   various Contracts to be assigned to the Transferees hereunder, including,
   without limitation, Management Contracts, Work Contracts and Service
   Contracts; utility arrangements; claims against third parties; plans;
   drawings; specifications; surveys; maps; engineering reports and other
   technical descriptions; books and records; insurance proceeds and
   condemnation awards; and all other intangible rights used in connection
   with or relating to the Real Property, the Personal Property, Midland
   Headquarters or the Third Party Management Business, including rights, if
   any, to current and past names of the Real Property.

             1.1.57    "IRS" means the Internal Revenue Service.

             1.1.58    "Joint Venture" means a Kroger Joint Venture or a King
   Soopers Joint Venture (collectively, the "Joint Ventures").

             1.1.59    "King Soopers" means a King Soopers Supermarket owned
   by Dillon or any of its Affiliates.

             1.1.60    "King Soopers Joint Venture" means each of the
   entities set forth on Schedule 1.1.60, which owns the Development Property
   or the Acquisition Contracts set forth opposite the name of such King
   Soopers Joint Venture on Schedule 1.1.60 and the joint ventures to be
   formed to assume the Acquisition Contracts held by Midland Acquisitions,
   Inc., as described on Schedule 1.1.60 (collectively, the "King Soopers
   Joint Ventures").

             1.1.61    "Kroger" means a Kroger supermarket owned by The
   Kroger Co. or any of its Affiliates.

             1.1.62    "Kroger Joint Venture" means (i) each of the entities
   set forth on Schedule 1.1.62, which own the Development Property set forth
   opposite the name of such Kroger Joint Venture on Schedule 1.1.62, (ii)
   the entity shown on Schedule 1.1.62 that owns the Evans Crossing Outparcel
   (as defined in Section 2.5.5) and (iii) the joint ventures to be formed to
   assume the Acquisition Contracts held by Midland Acquisitions, Inc., as
   described on Schedule 1.1.62 (collectively, the "Kroger Joint Ventures").

             1.1.63    "Law" means any statute, law, ordinance, rule,
   regulation or judicial decision of any Government Entity.

             1.1.64    "Leases" means, as to each Property, all ground leases
   and all leases within the Improvements (whether oral or written),
   including leases which may be made by  a Property Entity or Joint Venture
   after the date hereof and before the First Closing as permitted by this
   Agreement.

             1.1.65    "Leasing Criteria" means the criteria listed on
   Schedule 1.1.65.

             1.1.66    "Liability" means any direct or indirect indebtedness,
   guaranty, endorsement, claim, loss, damage, deficiency, cost, expense,
   obligation or responsibility, fixed or unfixed, known or unknown, asserted
   or unasserted, liquidated or unliquidated, secured or unsecured.

             1.1.67    "Lien" means a lien (statutory or otherwise), security
   interest, deed of trust, deed to secure debt, claim, charge, pledge,
   license, equity, option, conditional sales contract, easement, assessment,
   levy, covenant, condition, right of way, reservation, restriction,
   exception, limitation, charge or encumbrance of any nature whatsoever.

             1.1.68    "Litigation" means any action, suit, proceeding,
   arbitration, investigation or inquiry, whether civil, criminal or
   investigative, by or before any Government Entity.

             1.1.69    "Loss and Expenses" means any and all damages, Claims,
   losses, expenses, costs, interest, obligations, and Liabilities,
   including, without limitation, all reasonable attorneys' fees and expenses
   in collecting a Claim, enforcing a right to indemnification hereunder and
   enforcing rights in Collateral (as defined in Section 13.7.2(a)).

             1.1.70    "Management Contracts" means all property management
   agreements, asset management agreements and leasing agreements listed on
   Schedule 1.1.70 pursuant to which Midland Development currently provides
   leasing and/or management services with respect to a real property owned
   by one or more third parties.

             1.1.71    "Material Adverse Effect" means (i) with respect to
   any Property Entity or Joint Venture, a material adverse effect on the
   Assets or the financial condition, results of operations, business or
   prospects of such entity taken as a whole, (ii) with respect to a Property
   or Option Property, a material adverse effect on the financial condition,
   results of operations, business or prospects of such Property or Option
   Property, and (iii) with respect to Regency, a material adverse effect on
   Regency's assets or the financial condition, results of operations,
   business or prospects of Regency taken as a whole (including its
   subsidiaries).

             1.1.72    "Midland Affiliates" means the managing general
   partner or managing member of each Property Entity or, in the case of
   Kroger Joint Ventures or King Soopers Joint Ventures, the administrative
   member of such Joint Venture, as described on Schedule 1.1.72.

             1.1.73    "Midland Development" means Midland Development Group,
   Inc., a Missouri corporation.

             1.1.74    "Midland Development Value Adjustment" means either a
   Positive Midland Development Value Adjustment or a Negative Midland
   Development Value Adjustment.

             1.1.75    "Midland Financial Statements" means (i) the unaudited
   balance sheets of each Property Entity and Joint Venture (to the extent
   then in existence) as of December 31, 1995 and 1996, and the related
   statements of income and cash flows for the years ended December 31, 1994,
   1995 and 1996 (including the notes and schedules contained therein or
   annexed thereto), and (ii) the unaudited statements of income and cash
   flows of each Property Entity and Joint Venture as of the ten months ended
   October 31, 1997 (including the notes and schedules contained therein or
   annexed thereto), all as previously delivered to Regency.

             1.1.76    "Midland Group Earn-Out" has the meaning set forth in
   Section 2.5.3.

             1.1.77    "Midland Headquarters" means the principal offices
   occupied by Midland Development, Westpark I, Suite 200, 12655 Olive
   Boulevard, St. Louis, Missouri 63141.

             1.1.78    "Midland NOI" means the sum of (i) the Annualized NOI
   of the Properties contributed to the Partnership by the Property Entities,
   excluding the Western Properties, as of the applicable Calculation Date,
   and (ii) the Annualized NOI as of the applicable Calculation Date of
   shopping centers (including but not limited to the Acquisition Properties)
   developed, redeveloped or acquired by any Regency Entity, with the
   approval of Regency's investment committee, in the Territory and following
   the First Closing; provided, however, that, in either case, (x) if any
   such properties are held on the applicable Calculation Date by an entity
   (other than the Partnership) in which Regency and its Affiliates do not
   own collectively 100% of the interests, the Annualized NOI attributable to
   such property shall be included in the calculation of Midland NOI only to
   the extent of such interests in such entity, and (y) there shall be
   excluded the Annualized NOI from any development property until it has
   attained the Minimum Leasing Criteria.

             1.1.79    "Midland Principals" means Lee S. Wielansky, Stephen
   M. Notestine, Joseph H. Apter, Rodney K. Jones and Ned M. Brickman.

             1.1.80    "Midland Representatives" has the meaning set forth in
   Section 13.11.

             1.1.81    "Midland Western Partnership" has the meaning set
   forth in Section 3.1.

             1.1.82    "Minimum Leasing Criteria" has the meaning set forth
   in the OTR/Midland Transfer and Contribution Agreement.

             1.1.83    "Negative Midland Development Value Adjustment" has
   the meaning set forth in Section 11.5.2.

             1.1.84    "Net Proceeds" means the net proceeds from the sale of
   a property (including the aggregate principal balance of any debt to which
   the property is subject when it is transferred), after the payment of all
   closing and other transaction costs relating to the disposition thereof
   (but before repaying any indebtedness encumbering the property), including
   brokerage commissions, title insurance costs, environmental reports, loan
   assumption fees, loan prepayment penalties, transfer taxes and deed
   stamps.  

             1.1.85    "NewSub" means any new subsidiary (including R&M
   Western Partnership or any other partnership) organized by or on behalf of
   the Partnership to become a substitute member or partner of any Joint
   Venture at the First Closing in place of the existing Midland Affiliate
   that is a member or partner thereof.

             1.1.86    "Non-Credit Tenant" means any tenant other than a
   tenant (i) whose senior unsecured debt is rated "BBB-" or better by
   Standard & Poors Corporation and "Baa(3)" or better by Moody's Investor
   Service (where a Moody's rating is available) or (ii) in respect of
   tenants where Standard & Poors and Moody's ratings are not available,
   tenants having a National Association of Insurance Commissioners
   designation of "NAIC-2" or better.

             1.1.87    "Option Property" means each real property described
   or referred on Schedule 4.1, together with all rights privileges,
   hereditaments and interests appurtenant thereto including, without
   limitation, any water and mineral rights, development rights, air rights,
   easements, and any and all rights of the optionor in and to any streets,
   alleys, passages and other rights of way; and all buildings, structures
   and other improvements located on or affixed to such real property and all
   replacements and additions thereto (collectively, the "Option
   Properties").  Any outparcel sold prior to the First Closing pursuant to
   Section 5.2 (Preservation of Business) or Section 5.7 (Exclusivity) shall
   be excluded from the definition of an Option Property.

             1.1.88    "Order" means any order, writ, injunction, judgment,
   plan or decree of any Government Entity.

             1.1.89    "OSTRS" means the State Teachers Retirement System of
   Ohio.

             1.1.90    "OSTRS Committed Eastern Properties" means the
   Properties and Development Properties listed on Schedule 1.1.90, which
   have been transferred to OTR/Midland Ltd. or are subject to the
   OTR/Midland Transfer and Contribution Agreement.

             1.1.91    "OSTRS Committed Western Properties" means the
   Properties and Development Properties listed on Schedule 1.1.91, which are
   subject to the OTR/Midland Transfer and Contribution Agreement.

             1.1.92    "OSTRS Eastern Option Properties" means the Properties
   and Development Properties listed on Schedule 1.1.92, which are subject to
   OSTRS Option Rights, and those additional properties that are not located
   west of the state of Missouri which subsequently become subject to OSTRS
   Option Rights.

             1.1.93    "OSTRS Option Properties" means all properties
   currently identified and to be identified in the future which are subject
   to OSTRS Option Rights.  

             1.1.94    "OSTRS Option Rights" means the rights of OTR/Midland
   Ltd. pursuant to the Option and Right of First Offer Agreement dated May
   14, 1997 to acquire, on the terms and conditions set forth in the
   OTR/Midland Transfer and Contribution Agreement, certain properties
   acquired or developed prior to May 14, 1999 by Affiliates of Topvalco and
   Midland Development, including the OSTRS Eastern Option Properties and,
   through the OTR/Midland Texas Limited Partnership, the OSTRS Western
   Option Properties located in Texas.

             1.1.95    "OSTRS Western Option Properties" means the Properties
   and Acquisition Properties listed on Schedule 1.1.95, which are subject to
   OSTRS Option Rights, and those additional properties located west of the
   state of Missouri which subsequently become subject to OSTRS Option
   Rights.

             1.1.96    "Other Assets" means the Third Party Management Assets
   currently operated by Midland Development, all utility deposits (to the
   extent transferable), all tenant deposits under the Leases, and all other
   assets of any Property Entity or Joint Venture (whether owned or leased),
   including, without limitation, ground leases, under which a Property

   Entity or Joint Venture is lessee, and all deposits under the Contracts
   which relate to the Acquisition Properties, but excluding the Excluded
   Assets.

             1.1.97    "OTR" means OTR, an Ohio general partnership acting as
   nominee for OSTRS.

             1.1.98    "OTR Joint Ventures" means the limited partnerships
   referred to in Section 3.2.

             1.1.99    "OTR/Midland Ltd." means OTR/Midland Realty Holdings,
   Ltd., a Property Entity that has the right to acquire the OSTRS Committed
   Eastern Properties, the OSTRS Eastern Option Properties and other OSTRS
   Option Properties located in states other than Texas.

             1.1.100  "OTR/Midland Texas Limited Partnership" means
   OTR/Midland Realty Holdings, L.P., an Ohio limited partnership which has
   the right to acquire the OSTRS Western Option Properties located in Texas
   and other OSTRS Option Properties located in Texas.

             1.1.101  "OTR/Midland Transfer and Contribution Agreement" means
   the Transfer and Contribution Agreement dated as of May 14, 1997 to which
   Topvalco and OTR, among others, are parties.

             1.1.102  "OTR Redemption Agreement" means the Redemption
   Agreement applicable to OSTRS in substantially the form attached hereto as
   Exhibit 1.1.102.

             1.1.103  "Partnership" means Regency Retail Partnership, L.P.
   (to be renamed Regency Centers, L.P. prior to the First Closing), a
   limited partnership formed under Delaware law.

             1.1.104  "Partnership Agreement" means the Amended and Restated
   Agreement of Limited Partnership of the Partnership in substantially the
   form attached as Exhibit 1.1.104.

             1.1.105  "Permitted Exceptions" means:

                   (a) Liens for Taxes or other assessments or charges of
   Government Entities (other than Liens imposed under ERISA or any
   environmental Law or in connection with any environmental Claim) that are
   not yet delinquent;

                   (b) as disclosed on the Rent Roll, rights of tenants, as
   tenants only, under the Leases;

                   (c) those existing title matters affecting the Properties,
   Option Properties and the Acquisition Properties (i) disclosed in the
   Title Insurance Commitments and not timely specified in Regency's written
   objection to the applicable Property Entity or Joint Venture pursuant to
   Section 5.16 (Title Insurance; Survey) or (ii) otherwise described on
   Schedule 1.1.105(c);

                   (d) those matters shown on the existing surveys of the
   Properties and Option Properties (but not the surveys of the Acquisition
   Properties) and any changes since the date of such existing surveys
   reflected on the updated Survey which in either case are not objected to
   by Regency in accordance with Section 5.16 or for which Regency elects to
   close notwithstanding such matters in accordance with Section 5.16;

                   (e) easements, rights-of-way, covenants and restrictions
   which are customary and typical for properties similar to the Properties
   or Option Properties and which do not (i) interfere with the ordinary
   conduct of any Property or Option Property or the business of any Property
   Entity or Joint Venture as a whole or (ii) detract from the value or
   usefulness of the Properties or Option Properties to which they apply;

                   (f) liens, mortgages, deeds of trust and other
   encumbrances securing the Existing Mortgage Debt; and

                   (g) any other matters not objected to by Regency in
   accordance with Section 5.16 or for which Regency elects to close
   notwithstanding such matters in accordance with Section 5.16.

             1.1.106  "Person" means an individual or a corporation,
   partnership, limited liability company, joint venture, trust,
   unincorporated organization, association, other form of business or legal
   entity or Government Entity.

             1.1.107  "Personal Property" means all tangible property owned
   or leased by any Property Entity or Joint Venture now or on the First
   Closing Date and used in conjunction with the operation, maintenance,
   ownership and/or occupancy or development of the Real Property, Midland
   Headquarters or the Third Party Management Business, including without
   limitation:  furniture; furnishings; art work; sculptures; paintings;
   office equipment and supplies; landscaping; plants; lawn equipment; and
   whether stored on or off the Real Property, tools and supplies,
   maintenance equipment, materials and supplies, shelving and partitions,
   and any construction and finish materials and supplies not incorporated
   into the Improvements and held for repairs and replacements thereto or
   development thereof, wherever located.

             1.1.108  "Positive Midland Development Value Adjustment" has the
   meaning set forth in Section 11.5.2.

             1.1.109  "Property" means, for each property described on
   Schedule 1.1.115, and any Acquisition Property acquired by a Property
   Entity or a Joint Venture pursuant to Section 5.4 hereof prior to the
   First Closing, the Real Property, Leases, Personal Property and Intangible
   Property related to it, and the "Properties" means all of the Properties.

             1.1.110  "Property Entity" means Midland Development and each
   entity as set forth on Schedule 1.1.110, which own the Real Property or
   Acquisition Contracts set forth opposite the name of such entity on
   Schedule 1.1.110 (collectively, the "Property Entities").  

             1.1.111  "Property Owners" means the Property Entities (except
   that Midland Development shall be excluded for purposes of Section 6.5)
   and the Joint Ventures.

             1.1.112  "Proration Items" has the meaning assigned thereto in
   Section 2.1.

             1.1.113  "Qualified Development" means development or
   redevelopment of a property that is not included in the calculation of the
   In-Process Earn-Out (as defined in Section 2.5.1) and for which
   construction has commenced by any Regency Entity, or by a joint venture
   between a Regency Entity and any Affiliate of Dillon or Topvalco, in the
   twelve calendar months immediately preceding the applicable Calculation
   Date for a shopping center which has been approved by Regency's investment
   committee. 

             1.1.114  "REIT" means a real estate investment trust within the
   meaning of Section 856 of the Code.

             1.1.115  "Real Property" means, as to each Property, the real
   property described or referred to on Schedule 1.1.115, together with all
   rights, privileges, hereditaments and interests appurtenant thereto
   including, without limitation:  any water and mineral rights, development
   rights, air rights, easements, and any and all rights of any Property
   Entity or Joint Venture in and to any streets, alleys, passages and other
   rights of way; and all buildings, structures and other improvements
   located on or affixed to such real property and all replacements and
   additions thereto (collectively, the "Improvements").

             1.1.116  "Recent Balance Sheet Date" means October 31, 1997.

             1.1.117  "Record Date Adjustment Amount" means, with respect to
   the Units or Additional Units issuable to a Contributor (but for the
   Record Date Adjustment Amount), the quotient arrived at by (i) dividing
   the Unit Value (or the then Value in the case of Additional Units that
   this Agreement requires to be issued based on the then Value) into (ii)
   the total number of such Units or Additional Units multiplied times an
   amount equal to that portion of the per Share quarterly dividend on the
   Common Stock (assuming a quarterly dividend per Share equal to the most
   recent quarterly dividend declared by Regency at the time of the Closing)
   which is attributable (assuming that quarterly dividends are prorated
   evenly by day) to the period prior to the Closing but will be paid after
   the Closing (the amount in this clause (ii) is referred to as the
   "Windfall Distribution Amount").  In the event that Units or Additional
   Units are issued on a record date for the payment by Regency of a cash
   dividend on the Common Stock, the Windfall Distribution Amount shall be
   based on the entire per Share quarterly dividend payable with respect to
   such record date.  The Record Date Adjustment Amount shall be zero in the
   event that Units or Additional Units are issued on a date that is the
   first day following a record date for the payment by Regency of a cash
   dividend on the Common Stock.  

             1.1.118  "Redemption Agreement" means the Redemption Agreement
   in substantially the form attached as Exhibit 1.1.118.

             1.1.119  "Redemption Rights" means the right to redeem Units for
   Shares pursuant to the Redemption Agreement.

             1.1.120  "Regency Entity" means any one of the Partnership,
   Regency, R&M Western Partnership or any of their Affiliates but excludes
   (i) Security Capital or any of its Affiliates other than Regency or any of
   its subsidiaries and (ii) Midland Western Partnership.

             1.1.121  "Regency Exchange Act Reports" means the following
   documents filed by Regency with the SEC since December 31, 1996 and prior
   to the First Closing:  (i) Regency's Form 10-K annual report, (ii) all
   quarterly reports on Form 10-Q and periodic reports on Form 8-K, (iii) all
   definitive proxy statements, (iv) all other reports required to be filed
   by Regency under the Securities Exchange Act of 1934, and (v) all
   amendments or supplements to any of the foregoing.

             1.1.122  "R&M Western Partnership" means a limited partnership
   formed under Delaware law pursuant to Section 3.1.

             1.1.123  "Registration Rights Agreement" means the Registration
   Rights Agreement in substantially the form attached as Exhibit 1.1.123.

             1.1.124  "Rent Roll" means collectively the rent roll and
   summaries of Leases (including all amendments to Leases) attached as
   Schedule 1.1.124, identifying with particularity the space leased by each
   tenant, the term (including extensions and termination rights), square
   footage and applicable rent, common area maintenance, Tax and other
   reimbursements, security deposits, exclusivity or expansion rights, and
   options to purchase or rights of first refusal.

             1.1.125  "Repair Contracts" means all contracts listed on
   Schedule 1.1.125 for repairs, restoration, renovations or improvements
   (other than tenant improvements) being performed on the Properties but
   does not include any such contracts that are terminable without penalty on
   thirty (30) days or less notice or requiring less than $10,000 in
   aggregate payments under the remaining term of the contract.

             1.1.126  "Return on Regency Equity" means the amount by which a
   10% per annum return on equity invested directly or indirectly (e.g.,
   through R&M Western Partnership) by Regency in a property, while so
   invested, would exceed actual cash distributions allocable to Regency from
   the property.  Such equity shall include equity attributable to any
   Contribution Value of a property except that such equity shall be deemed
   to be zero while a property is held by a joint venture with Dillon or
   Topvalco and thereafter shall be deemed not to exceed 70% of the
   Development Cost of the Property even if actual equity of Regency in the
   Property exceeds such amount.  For purposes of computing the Return on
   Regency Equity, cash distributions to Regency that exceed a 10% per annum
   return on such equity shall be deemed to reduce Regency's equity.

             1.1.127  "SEC" means the Securities and Exchange Commission.

             1.1.128  "Second Calculation Date" means the month end
   immediately following the second anniversary date of the First Closing
   Date.

             1.1.129  "Second Earn-Out Closing Date" means the first Business
   Day thirty (30) days after the Second Calculation Date.

             1.1.130  "Second Midland NOI Cap" means $3,200,000 if, from the
   First Closing Date to the Second Calculation Date, any Regency Entity
   commences development or redevelopment of and/or acquires shopping center
   developments in the Territory which are approved by Regency's investment
   committee and have budgeted Development Costs and/or purchase price
   (including the principal amount of any mortgage debt assumed) in the
   aggregate equal to or greater than $20,000,000.  If such Development Costs
   and/or purchase price in the aggregate are less than $20,000,000, then the
   Second Midland NOI Cap shall be an amount equal to (i) $3,200,000,
   multiplied by (ii) the quotient of such aggregate Development Costs and/or
   purchase price divided by $20,000,000.  In the event that the Second
   Midland NOI Cap was less than $3,200,000 on the Second Calculation Date,
   the Second Midland NOI Cap for purposes of the Third Calculation Date
   shall be equal to (i) $3,200,000 multiplied by (ii) the lesser of (x) one
   (1) or (y) the quotient of such aggregate Development Costs and/or
   purchase price from the First Closing Date to the Third Closing Date
   divided by $20,000,000.

             1.1.131  "Second Midland NOI Threshold" has the meaning set
   forth in Schedule 1.1.131.  

             1.1.132  "Securities Act" means the Securities Act of 1933, as
   amended.

             1.1.133  "Security Capital" means, collectively, Security
   Capital Holdings, S.A., a Luxembourg corporation, and Security Capital
   U.S. Realty, a Luxembourg corporation.

             1.1.134  "Service Contracts" means, as to each Property, all
   management, service, maintenance, utility, supply, equipment rental, and
   other contracts listed on Schedule 1.1.134 related to the operation of
   each Real Property or the related Personal Property, but does not include
   any such contracts which are terminable without penalty on thirty (30)
   days or less notice or requiring less than $10,000 in aggregate payments
   over the remaining term of the contract.

             1.1.135  "Shares" means shares of Common Stock.

             1.1.136  "Subsequent Closing" means any Closing after the First
   Closing.

             1.1.137  "Survey" means, collectively, a map of a stake survey
   of each Property which shall comply with Minimum Standard Detail
   Requirements for ALTA/ACSM Land Title Surveys, jointly established and
   adopted by ALTA and ACSM in 1992, and includes items 1, 2, 3, 4, 5, 6, 7,
   8, 9, 10 and 11 of Table "A" thereof, which meets the accuracy standards
   (as adopted by ALTA and ACSM and in effect on the date of the Survey) of
   an urban survey, which is dated not earlier than 90 days prior to the
   First Closing, and which is certified to the Partnership and any other
   applicable Transferee, the Property Entity or Joint Venture owning such
   Property, Regency, lenders under the Existing Mortgage Debt and the Title
   Company providing the Title Insurance, and dated as of the date the Survey
   was made.  Notwithstanding the foregoing, the Survey shall, at a minimum,
   show the following:

                   (a) the metes and bounds legal description of the
   Property;

                   (b) a certificate by the surveyor certifying to the
   Partnership, Regency, the Property Entity or Joint Venture owning such
   Property, lenders under the Existing Mortgage Debt and the Title Company,
   in such form as may be reasonably acceptable to the Partnership, dated as
   of a date not earlier than the date of execution of this Agreement (and
   subsequently updated to within 90 days of the First Closing, if
   necessary);

                   (c) all physical matters on the ground, which may
   adversely affect the Property or title thereof and the number of parking
   spaces located on the Property;

                   (d) whether the Property is located in a "Special Flood
   Hazard Area" as determined by review of a stated, identified, Flood Hazard
   Boundary Map or Flood Hazard Rate Map published by the Federal Insurance
   Administration of the United States Department of Housing and Urban
   Development;

                   (e) all easements of record affecting the Property with
   proper notation of the book and page of each easement as recorded in the
   public records;

                   (f) the lines of the public streets abutting the Property
   and the widths and center lines of all such streets;

                   (g) all encroachments and the extent thereof, if any, in
   feet and inches on the Property or any portion thereof; and

                   (h) the number of square feet (to the nearest 1/100 of a
   square foot) contained within the Property.

             1.1.138  "Tax" means any federal, state, local, or foreign
   income, gross receipts, license, payroll, employment, excise, severance,
   stamp, occupation, premium, windfall profits, environmental (including
   taxes under Code Section 59A), customs duties, capital stock, franchise,
   profits, withholding, social security (or similar), unemployment,
   disability, real property, personal property, sales, use, transfer,
   registration, value added, alternative or add-on minimum, estimated, or
   other tax of any kind whatsoever, including any interest, 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 liable as a successor or pursuant to contract.

             1.1.139  "Tenant Estoppels" has the meaning set forth in Section
   5.13.

             1.1.140  "Territory" means the states of Colorado, Illinois,
   Indiana, Michigan, Missouri, North Carolina, Ohio, Tennessee, Texas,
   Virginia and Wyoming.

             1.1.141  "Third Calculation Date" means the month end
   immediately following the third anniversary of the First Closing Date.

             1.1.142  "Third Earn-Out Closing Date" means the first Business
   Day thirty (30) days after the Third Calculation Date.

             1.1.143  "Third Party Management Assets" means the furniture,
   fixtures and equipment of Midland Development (an itemized list of which
   shall be provided to Regency prior to the First Closing) and the other
   assets, including all cash, deposits (to the extent assignable),
   receivables and the Management Contracts, used by Midland Development in
   its business of (i) managing and/or leasing properties owned by third
   parties, (ii) developing properties for third parties, (iii) acting as
   real estate broker for third parties, and (iv) consulting and business
   services performed for third parties, including without limitation, tenant
   representation, asset management, construction management and other
   consulting services.  Notwithstanding the foregoing, Third Party
   Management Assets shall not include rights relating to pending
   transactions which have been substantially agreed to and are in the
   process of being documented and which are set forth on Schedule 1.1.143
   (or on any amendment to Schedule 1.1.143 which may be delivered at or
   prior to the First Closing).

             1.1.144  "Third Party Management Company" means Regency Realty
   Group, Inc., a Florida corporation, or, at the election of Regency,
   Regency Realty Group II, Inc., a Florida corporation.

             1.1.145  "TI Budget and Schedule" means, collectively, the
   tenant improvement budget and schedule for each Property or Acquisition
   Property, copies of which are attached as Schedule 1.1.145 (as it may be
   amended pursuant to Section 5.10), which describes the tenant improvements
   that each Property Entity or Joint Venture respectively budgeted therefor
   the periods shown therein.

             1.1.146  "TI Contracts" means all contracts listed on Schedule
   1.1.146 (as it may be amended pursuant to Section 5.10) for tenant
   improvements under the Leases.

             1.1.147  "Title Company" means Lawyers Title Insurance
   Corporation.

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

             1.1.149  "Title Insurance" means an ALTA Form B Owner's Policy
   of Title Insurance (Revised 10-17-70 and 10-17-84), with extended coverage
   (i.e., with ALTA General Exceptions 1 through 5 deleted), for such amount
   as Regency reasonably determines, insuring the applicable Transferee as
   owner of good, marketable and indefeasible fee simple title to the
   Properties, subject only to the Permitted Exceptions, issued by the Title
   Company or another title insurer acceptable to Regency.

             1.1.150  "Title Insurance Commitment" means a binder whereby the
   Title Company agrees to issue the Title Insurance to the applicable
   Transferee.

             1.1.151  "Topvalco" means Topvalco, Inc., an Ohio corporation
   and a wholly owned subsidiary of The Kroger Co.

             1.1.152  "Transaction Documents" means the Partnership
   Agreement, the Redemption Agreement, the OTR Redemption Agreement, the
   Registration Rights Agreement and the various other agreements and
   documents executed and delivered in connection with the transactions
   contemplated hereby.

             1.1.153  "Transferee" means the Partnership, R&M Western
   Partnership, any OTR Joint Venture or any NewSub (collectively,
   "Transferees").

             1.1.154  "Unit Recipient" means each equity owner of a
   Contributor who receives Units at the First Closing, as set forth on the
   Allocation Chart (collectively, the "Unit Recipients").

             1.1.155  "Unit Value" means a value per Unit of $26.5813.

             1.1.156  "Units" means units of partnership interests in the
   Partnership to be held by the Unit Recipients as more fully described in
   the Partnership Agreement.

             1.1.157  "Value" has the meaning set forth in the Redemption
   Agreement.  Whenever the value is being determining for Units pledged
   pursuant to Article 13, the Value of a Unit shall be determined by
   multiplying the Value of a Share by the Unit Adjustment Factor (as defined
   in the Redemption Agreement).

             1.1.158  "Western Properties" means the OSTRS Committed Western
   Properties, the OSTRS Western Option Properties, the Development
   Properties known as Cheyenne and Lloyd King, and any properties located in
   Colorado, Texas or Wyoming which become subject to this Agreement prior to
   the First Closing pursuant to Section 5.4.

             1.1.159  "Windfall Distribution Amount" has the meaning set
   forth in Section 1.1.117.

             1.1.160  "Work Contracts" means the TI Contracts, the Repair
   Contracts and the Development Contracts.


                     ARTICLE 2:  CONTRIBUTION TO PARTNERSHIP

        2.1  Contribution Values.  The aggregate Contribution Value (after
   giving effect to the reserves for capital expenditures set forth on
   Schedule 2.1) of all the Assets (and the individual Contribution Value of
   each Property or other Asset) to be contributed hereunder by the Property
   Entities, and the aggregate and individual Gross Asset Value of each such
   Asset as of November 30, 1997, is as set forth on Schedule 2.1.  

             (a)   The Contribution Value of each Property being contributed
   at the First Closing shall be adjusted (i) based upon the Annualized NOI
   of such Property as of the end of the month immediately preceding the
   First Closing, calculated in the same manner and utilizing the same
   capitalization percentage rates as described on Schedule 2.1 for such
   Property and (ii) based upon the Existing Mortgage Debt for such Property
   as of the First Closing.  Any closing prorations and adjustments credited
   to the Transferees (but excluding any cash reimbursements of items such as
   earnest money deposits) or charged against Property Entities pursuant to
   Sections 5.16 (Title Insurance; Survey), 5.18 (Damage), or 5.19
   (Condemnation) or Article 11 (Prorations and Adjustments) (collectively,
   the "Proration Items") shall increase or reduce the Contribution Value of
   the applicable Property, and the amount of out-of-pocket acquisition and
   development costs funded after the date hereof and prior to the First
   Closing in accordance with Section 5.2 (Preservation of Business) (other
   than costs funded through the incurrence of debt or costs reimbursed in
   cash at the First Closing) shall increase the Contribution Value of the
   applicable Asset.  In the event that a Closing of a Property is deferred
   until after the First Closing (a "Deferred Property") and the Deferred
   Property is expected to have a negative Contribution Value, an appropriate
   reserve shall be deducted from the Contribution Value of the other Assets
   contributed at the First Closing by the Contributor(s) who own the
   Deferred Properties so that, after taking such reserve into account, the
   Partnership will not reasonably be expected to have issued too many Units
   taking into consideration the Contribution Value of (i) the Assets
   contributed by such Contributors at the First Closing and (ii) all the
   Deferred Properties.  

             (b)   The Contribution Value of the Third Party Management
   Assets and the Other Assets being contributed by Midland Development
   (i) shall be increased as of the First Closing by the estimated amount by
   which Midland Development's Assets constituting current assets (cash,
   deposits and accounts receivable) exceed the sum of Midland Development's
   current liabilities and the outstanding balance under its line of credit
   (to the extent included in the Assumed Liabilities), or (ii) shall be
   decreased by the estimated amount by which such current liabilities and
   outstanding line of credit balance (to the extent included in the Assumed
   Liabilities) exceed such current assets, as applicable, in either case, on
   the First Closing Date, as reflected on the Estimated Closing Balance
   Sheet).

             (c)   Any Additional Units issued to a Unit Recipient at a
   Subsequent Closing shall increase the Contribution Value of the applicable
   Assets to which the Additional Units relate by an amount equal to the Unit
   Value (or the then Value in the case of Additional Units that this
   Agreement requires to be issued based on the then Value) times the number
   of such Additional Units, less the Record Date Adjustment Amount
   attributable to such Units, and such increase in Contribution Value shall
   be allocated among such Assets as provided in the Partnership Agreement.

        2.2  Capitalization of the Partnership.  

             (a)   At the First Closing, (i) Regency shall contribute cash in
   return for an additional interest as general partner, in accordance with
   the Partnership Agreement, in the amount described in Section 10.2.2(h)
   hereof, which contribution shall be applied immediately following the
   First Closing to pay that portion of the Existing Mortgage Debt set forth
   on Schedule 2.2(a) and to pay the closing costs described in Section 15.5,
   and (ii) each Contributor shall contribute its Assets to the Partnership,
   subject to the Assumed Liabilities and Assumed Obligations, free and clear
   of all Liens, other than Permitted Exceptions, in exchange for Units
   representing its respective limited partner's interest.  The number of
   Units to which a Contributor is entitled (i) shall be determined by
   dividing (x) the Contribution Value of the Assets as of the First Closing
   contributed by such Contributor by (y) the Unit Value, and subtracting the
   Record Date Adjustment Amount and (ii) shall be rounded to the nearest
   whole Unit.  At Regency's election, OTR/Midland Ltd. shall contribute its
   Properties and other Assets to the Partnership by merging into the
   Partnership at the First Closing, with the Partnership being the surviving
   entity in the merger.

             (b)   At the First Closing, each Contributor shall distribute to
   its respective Unit Recipients, in the respective percentages set forth on
   the Allocation Chart (which are included at the Contributor's
   instructions), the Units that such entity receives in exchange for its
   capital contributions to the Partnership, with fractional Units paid in
   cash by the Partnership based on the Unit Value.  At the First Closing, in
   lieu of issuing Units to each Contributor and then reissuing them to such
   entity's Unit Recipients pursuant to the steps outlined above, at the
   direction of each respective Contributor, the Partnership shall issue such
   consideration directly to such Unit Recipients pro rata in accordance with
   their respective percentages shown on the Allocation Chart.

             (c)   At the First Closing, prior to the exercise of any
   Redemption Right by the Unit Recipients, the Partnership shall sell the
   Third Party Management Assets, at a price equal to their Contribution
   Value, to Regency Realty Group, Inc., pursuant to a separate purchase and
   sale agreement.

             (d)   Pursuant to the Redemption Agreement, in addition to the
   other redemption rights granted thereunder, each Unit Recipient shall be
   entitled to elect to immediately cause Regency to redeem all or any
   portion of the Units issued to such Unit Recipient for cash in an amount
   equal to the Unit Value, payable at the First Closing; provided, however,
   that in the event the closing price per Share on the New York Stock
   Exchange is less than $24 per Share on the Business Day immediately
   preceding the First Closing, then notwithstanding the failure to elect to
   immediately redeem Units for cash, each Unit Recipient may so elect at the
   First Closing, and the redemption price shall be payable following the
   First Closing, all as provided in the Redemption Agreement.  Any Unit
   Recipient who does not elect to retain his Units or does not execute any
   election form or investment representation form submitted with the
   Disclosure Documents referred to in Section 5.6 shall be deemed to have
   elected to redeem all of the Units issued to such Unit Recipient for cash. 
   Notwithstanding the foregoing, the Midland Principals may only immediately
   redeem their Units for cash to the extent that the Midland Principals
   collectively hold at least 67% of the aggregate consideration which they
   receive at the First Closing (other than the amounts placed in escrow
   pursuant to Section 2.2(e)) in the form of Units which are not so redeemed
   (the "Minimum Unit Requirement").  In the event that the elections of the
   Midland Principals to immediately redeem Units for cash at the First
   Closing do not in the aggregate satisfy the Minimum Unit Requirement, each
   Midland Principal will be deemed to elect to retain a pro rata number of
   Units based on the percentage allocations set forth on Schedule 2.2(c)
   sufficient in the aggregate to satisfy the Minimum Unit Requirement.  OTR
   shall be entitled to certain additional redemption and other rights
   pursuant to the OTR Redemption Agreement.

             (e)   Notwithstanding the above provisions of this Section 2.2,
   Units representing $400,000 of the Contribution Value with respect to the
   St. Ann Property and Units representing $400,000 of the Contribution Value
   (which shall be allocable only to the Midland Affiliate owning an interest
   in such Property (the "Hamilton Escrow Entity")) with respect to the
   Hamilton Meadows Property shall be redeemed by Regency for cash and the
   cash redemption price shall be placed in separate escrow accounts (each,
   an "Escrow") with Foley & Lardner pursuant to escrow agreements to be
   executed at the First Closing, providing for interest to be distributed
   annually (i) to the Property Entity that contributes the St. Ann Property
   and (ii) to the Hamilton Escrow Entity, respectively (collectively, the
   "Escrow Entities").  Upon the election of either Regency or the Midland
   Representatives, Regency shall use reasonable commercial efforts to
   dispose of such Properties and shall use reasonable commercial efforts to
   effect such dispositions as "like-kind" tax deferred exchanges pursuant to
   Section 1031 of the Code provided that such Properties are eligible for
   such treatment thereunder. With respect to each of the St. Ann Property
   and the Hamilton Meadows Property:

                   (i) In the event that the Net Proceeds from the sale of
                       such Property are greater than its Gross Asset Value
                       as of the First Closing (determined after any
                       Proration Items), Units with a value equal to 50% of
                       the amount of such excess together with the funds held
                       in the respective Escrow for such Property will be
                       distributed to the applicable Escrow Entity.

                  (ii) In the event that the Net Proceeds from the sale
                       of such Property are less than its respective
                       Gross Asset Value as of the First Closing
                       (determined after any Proration Items), funds
                       equal to 50% of the excess of such Gross Asset
                       Value over the Net Proceeds will be distributed
                       from the respective Escrow for such Property to
                       the Partnership, and any funds thereafter
                       remaining in such Escrow shall be distributed to
                       the applicable Escrow Entity.

                 (iii) In no event shall an Escrow Entity be responsible
                       or liable for any deficiency in the Net Proceeds
                       for its respective Property beyond the amount
                       held in the respective Escrow for such Property. 
                       For purposes of this Section 2.2(e), there shall
                       not be deducted from Net Proceeds any brokerage
                       commissions payable to any Affiliate of Regency
                       in connection with the sale of the Property.

                  (iv) The number of any new Units issuable under this
                       Section 2.2(e) shall be (x) based on the Unit
                       Value and (y) reduced by the Record Date
                       Adjustment Amount.

             (f)   Any Unit Recipient who does not elect to exercise a
   Redemption Right at the First Closing may affirmatively elect, on forms
   provided as part of the Disclosure Documents referred to in Section 5.6,
   to purchase Units from the Partnership, at a price per Unit equal to the
   Unit Value, to be issued simultaneously with the other Units issued to
   such Unit Recipient at the First Closing (the "Asset Units"), in an amount
   (the "Adjustment Units") equal to the Record Date Adjustment Amount
   applicable to the Asset Units.  The purchase price for such Adjustment
   Units shall be equal to the Windfall Distribution Amount applicable to the
   Asset Units and shall be payable in cash to the Partnership on the tenth
   Business Day after the payment date for the first cash dividend paid by
   Regency on the Common Stock after the First Closing Date.  The Partnership
   shall hold a first priority security interest in the Adjustment Units to
   secure the payment of the purchase price thereof.  Certificates for the
   Adjustment Units, together with related stock powers or other powers of
   attorney otherwise reasonably acceptable to the Partnership, shall be held
   by the Partnership until the release of the security interest therein
   pursuant to this Section 2.2(f).  Until such time as the full purchase
   price is paid, the Unit Recipient pledging the Adjustment Units shall (i)
   keep such Units free of all security interests, voting trust agreements,
   shareholder agreements, or other interests and encumbrances, except for
   the security interest granted herein, and (ii) not assign, deliver, sell,
   transfer, lease or otherwise dispose of (including dispositions by
   operation of law) any portion of the Adjustment Units or any interest
   therein without the prior written consent of the Partnership.  The
   Partnership shall have the right to cancel the Adjustment Units in the
   event that the Partnership does not receive the full purchase price of
   such Units by the fifteenth Business Day after the due date thereof, and
   in addition, shall have all rights and remedies of a secured party under
   the Uniform Commercial Code.  A Unit Recipient who purchases Adjustment
   Units hereunder shall also be deemed to have elected to purchase
   Adjustment Units on the same terms and conditions with respect to any
   Additional Units issued to such Unit Recipient at a Subsequent Closing
   except Units representing the Evans Crossing Land Earn-Out.

        2.3  OSTRS Consideration.  Notwithstanding the provisions of Section
   2.2 hereof, the consideration to be received by the equity owners of
   OTR/Midland Ltd. at the First Closing with respect to the OSTRS Committed
   Eastern Properties transferred by OTR/Midland Ltd. to the Partnership at
   the First Closing shall be governed by this Section 2.3.  Upon the
   transfer of such Properties to the Partnership at the First Closing as
   provided hereunder, OTR/Midland Ltd. shall be entitled to receive, for
   distribution to its equity owners, in accordance with the respective
   percentages set forth on the Allocation Chart (which are included at
   OTR/Midland Ltd.'s instructions), the Units which OTR/Midland Ltd. would
   receive pursuant to Section 2.2, plus an additional amount of Units with a
   Unit Value equal to the OSTRS Capitalization Premium.  As used herein, the
   "OSTRS Capitalization Premium" (which shall be allocated 100% to OSTRS)
   means 65% of the difference between (i) the Contribution Value of the
   Properties owned by OTR/Midland Ltd. determined in accordance with Section
   2.1(a), but using the respective capitalization rates set forth on the
   Allocation Chart (which is a weighted average capitalization rate of
   9.486%) and (ii) the Contribution Value of such Properties determined in
   accordance with Section 2.1(a).  

        2.4  Assumptions.

             2.4.1     Assumption of Liabilities.  At the First Closing, each
   Transferee shall assume the applicable Assumed Liabilities and Assumed
   Obligations (but in the case of Assumed Liabilities that are non-recourse,
   only to the extent of the carve-outs from the non-recourse provisions)
   that relate to the Assets transferred to it, and the applicable Property
   Entity shall assign such Assumed Liabilities and Assumed Obligations to
   the applicable Transferee.  The amount of such Assumed Liabilities that
   encumber Option Properties, as further described on Schedule 2.4.1, shall
   be deducted from the Contribution Value as of the First Closing for the
   adjacent Property described on Schedule 2.4.1.  Except for the Assumed
   Liabilities and Assumed Obligations, the Transferees shall not assume or
   become subject at any Closing to any Liabilities of any Property Entity or
   Midland Affiliate unless to the extent a Transferee expressly accepts the
   benefits of a Contract that a Contributor neglected to transfer to the
   Transferee, in which case such Transferee shall be deemed to have assumed
   the Contributor's obligations thereunder.

             2.4.2     Substitution of NewSubs in Joint Ventures.  

                   (a) At the First Closing, each Midland Affiliate that is a
   member or a partner in a Joint Venture shall transfer and assign its
   interest in such Joint Venture to the Partnership (which may contribute
   all or a portion thereof in turn to one or more NewSubs), such
   Transferee(s) shall become the substitute members or partners of such
   Joint Venture and, at Regency's election, Third Party Management Company
   may be admitted as a one percent (1%) member or partner so long as the
   aggregate interests of the Regency Entities therein do not exceed fifty
   percent (50%).  

                   (b) The ultimate Transferee of the Partnership shall have
   the right to direct that the Transaction Documents convey the interests in
   the Joint Ventures directly to such ultimate Transferee rather than to the
   Partnership and then to the ultimate Transferee.  

                   (c) Each Joint Venture will be obligated to transfer its
   Development Property to either the Partnership, R&M Western Partnership or
   an OTR Joint Venture (pursuant to obligations under the OTR/Midland
   Transfer and Contribution Agreement and the OSTRS Option Rights
   transferred to the Partnership and then transferred, with certain
   exceptions, to such other Transferees), when such Property attains the
   Minimum Leasing Criteria.  Notwithstanding the foregoing, at Regency's
   election, (i) the Joint Ventures that are developing the Properties known
   as Cheyenne and Lloyd King, and (ii) any Joint Ventures developing
   Properties in Colorado, Texas or Wyoming as to which OSTRS does not
   exercise OSTRS Option Rights, may retain their Properties in the event
   that Midland Western Partnership (as defined in Section 3.1) is admitted
   to such Joint Ventures.

        2.5  Subsequent Closings.  As described in this Section 2.5,
   Additional Units may be issued at Subsequent Closings to Contributors that
   have contributed their Assets to the Partnership at the First Closing,
   provided that certain performance criteria are satisfied.  The number of
   any Additional Units issuable to a Contributor pursuant to this Section
   2.5 shall be based on the Unit Value, shall be reduced by the Record Date
   Adjustment Amount and shall be rounded to the nearest whole Unit.  At the
   direction of the Contributor, in lieu of issuing such Additional Units to
   the Contributor for distribution by the Contributor to its equity owners,
   the Partnership shall issue the Additional Units directly to such equity
   owners, in accordance with the Contributor's instructions, which are
   included as part of the Allocation Chart.  Any fractional Unit resulting
   from such instructions shall be paid in cash, based on the Unit Value.

             2.5.1     In-Process Earn-Out.  Contributors who contribute
   Eligible Properties shall have the right to receive Additional Units in
   the event that the performance criteria set forth below are satisfied (the
   "In-Process Earn-Out").  Such Additional Units issued on account of the
   In-Process Earn-Out shall be allocated to the Contributors who contributed
   the Eligible Properties and, in accordance with their instructions, shall
   be allocated among their Unit Recipients in the respective percentages set
   forth on the Allocation Chart.

                   (a) "In-Process Earn-Out Value" means as of the applicable
   Calculation Date, the excess of (x) the aggregate Capitalized Annualized
   NOI as of the Calculation Date for the Eligible Properties that have first
   attained the Minimum Leasing Criteria during the twelve months ending on
   such Calculation Date over (y) the sum of (A) the aggregate Development
   Costs for such Eligible Properties, plus (B) an amount equal to the Return
   on Regency Equity with respect to such Eligible Properties as of the
   applicable Calculation Date, plus (C) all rent concessions, including
   aggregate Abated Rent, for such Eligible Properties for the period after
   the applicable Calculation Date, plus (D) Regency's reasonable estimate of
   aggregate unrealized losses based on the value (computed using Capitalized
   Annualized NOI less Development Costs) of Eligible Properties deferred by
   the Midland Representatives pursuant to paragraph (c) below ("Loss
   Estimation").  If Topvalco or Dillon retains an interest in an Eligible
   Property on the Calculation Date, the In-Process Earn-Out Value shall be
   reduced to the extent of such interest.  Notwithstanding the above, the
   In-Process Earn-Out Value with respect to the Garner Property shall be
   determined at anytime after the First Closing and prior to the First or
   Second Calculation Date, as may be designated by the Midland
   Representatives (referred to herein as the "Garner Calculation Date").  In
   the event that no such designation is made by the Midland Representatives,
   the In-Process Earn-Out for Garner will be determined on the applicable
   Calculation Date.

                   (b) If the In-Process Earn-Out Value is a positive number
   on the First Calculation Date (or on the Garner Calculation Date with
   respect to the Garner Property, if applicable), on the First Earn-Out
   Closing Date (or on the 30th day following the Garner Calculation Date, if
   applicable), Additional Units shall be issued in an aggregate amount equal
   to the quotient obtained by dividing (i) the In-Process Earn-Out Value as
   of the First Calculation Date (or in the In-Process Earn-Out Value of the
   Garner Property as of the Garner Calculation Date) by (ii) the Unit Value,
   and then subtracting the Record Date Adjustment Amount.

                   (c) Notwithstanding the foregoing, the Midland
   Representatives shall have the right to defer the calculation of the In-
   Process Earn-Out Value with respect to an Eligible Property ("Deferred
   Eligible Properties") until the Second Calculation Date.  If Regency makes
   a Loss Estimation with respect to a Deferred Eligible Property on the
   First Calculation Date, and as of the Second Calculation Date (i) such
   Eligible Property has Capitalized Annualized NOI that does not result in
   an unrealized loss in value or (ii) the amount of such Capitalized
   Annualized NOI results in an unrealized loss in value which is less than
   the Loss Estimation, an amount equal to such Loss Estimation or the amount
   by which the Loss Estimation exceeded the actual unrealized loss in value
   (which amount in either case shall be a positive amount) shall be credited
   to the aggregate Capitalized Annualized NOI of the Deferred Eligible
   Properties on the Second Calculation Date.  If the In-Process Earn-Out
   Value with respect to the Deferred Eligible Properties as of the Second
   Calculation Date is a positive number, on the Second Earn-Out Closing
   Date, Additional Units shall be issued in an aggregate amount equal to the
   quotient obtained by dividing (i) such In-Process Earn-Out Value as of the
   Second Calculation Date by (ii) the Unit Value, and then subtracting the
   Record Date Adjustment Amount.  For purposes of computing the In-Process
   Earn-Out as of the Second Calculation Date, all base rent shall be
   computed using the initial base rent in effect as of the end of the
   calendar month immediately prior to the First Calculation Date or, with
   respect to leases which are not in effect on that date, as of the
   beginning of the lease term.

             2.5.2     In-Place Earn-Out.  The Contributors who contribute
   the Properties known as Maxtown, Cherry Grove and Franklin Square shall
   respectively have the right to receive Additional Units as provided herein
   in the event that the performance criteria set forth below are satisfied
   (the "In-Place Earn-Out").

                   (a) "The In-Place Earn-Out Base" shall mean the extent, if
   any, to which (A) the Gross Asset Value of such Property calculated as of
   the First Calculation Date determined on the same basis as contained in
   Schedule 2.1 and based on the Annualized NOI calculated as of the First
   Calculation Date exceeds (B) 103% of the Gross Asset Value of such
   Property determined as of the First Closing (after any Proration Items)
   pursuant to Section 2.1.

                   (b) If the In-Place Earn-Out Base is a positive number
   with respect to the Property known as Maxtown, the "In-Place Earn-Out
   Value" shall be equal to that percentage of the In-Place Earn-Out Base
   with respect to such Property that equals the aggregate percentage of
   ownership held by Vincent Romanelli, David Hughes and their Affiliates in
   the Contributor of such Property, who shall be entitled to 100% of such
   In-Place Earn-Out Value, pro rata in accordance with their relative
   individual percentage interests in such Contributor.

                   (c) If the In-Place Earn-Out Base is a positive number
   with respect to the Property known as Cherry Grove, the "In-Place Earn-Out
   Value" shall be equal to that percentage of the In-Place Earn-Out Base
   with respect to such Property that equals the aggregate percentage of
   ownership held by Bartlett Real Estate Limited Partnership Fund VI in the
   Contributor of such Property, which shall be entitled to 100% of such In-
   Place Earn-Out Value.

                   (d) If the In-Place Earn-Out Base is a positive number
   with respect to the Property known as Franklin Square, "In-Place Earn-Out
   Value" shall be equal to 100% of the In-Place Earn-Out Base with respect
   to such Property.

                   (e) If a Property named in this Section 2.5.2 produces In-
   Place Earn-Out Value, on the First Earn-Out Closing Date, Additional Units
   shall be issued to the Property Entity contributing such Property to the
   Partnership at the First Closing, in the amount equal to the In-Place
   Earn-Out Value divided by the Unit Value, less the Record Date Adjustment
   Amount.  At the direction of the Contributor, such Additional Units shall
   be issued directly to the Unit Recipients entitled thereto, who are
   identified on Schedule 2.5.2, in accordance with the allocation procedures
   set forth therein (which are included at the Contributor's instructions).

             2.5.3     Midland Group Earn-Out.  Midland Development shall
   have the right to receive Additional Units in the event that the
   performance criteria set forth below are satisfied (the "Midland Group
   Earn-Out").  The Midland Group Earn-Out shall consist of two components: 
   the Midland NOI Earn-Out and the Midland Development Earn-Out.

                   2.5.3.1  The Midland NOI Earn-Out.

                   (a) The Midland NOI shall be determined as of the First
   Calculation Date.  An amount equal to 100% of the excess, if any, of the
   Midland NOI as of the First Calculation Date over the First Midland NOI
   Threshold shall be the "First Midland NOI Earn-Out Value"; provided,
   however, the First Midland NOI Earn-Out Value (including any Property Sale
   Participation, as defined below) shall not exceed (a) the First Midland
   NOI Cap, plus (b) the amount by which the In-Place Earn-Out with respect
   to Franklin Square, as determined pursuant to Section 2.5.2(d), is less
   than $1,310,000 (the "Franklin Earn-Out Deficiency") (the sum of clauses
   (a) and (b) is referred to as the "Maximum First Midland NOI Earn-Out"). 
   If the First Midland NOI Earn-Out Value is a positive number, on the First
   Earn-Out Closing Date, Additional Units shall be issued to Midland
   Development in an amount equal to the quotient obtained by dividing (i)
   the First Midland NOI Earn-Out Value by (ii) the Unit Value, and then
   subtracting the Record Date Adjustment Amount.

                   (b) The Midland NOI shall be determined as of the Second
   Calculation Date.  An amount equal to 100% of the excess, if any, of the
   Midland NOI as of the Second Calculation Date over the Second Midland NOI
   Threshold shall be the "Second Midland NOI Earn-Out Value"; provided,
   however, that the sum of the First Midland NOI Earn-Out Value plus the
   Second Midland NOI Earn-Out Value (including in either case any Property
   Sale Participation) shall not exceed (a) the Second Midland NOI Cap, plus
   (b) an amount equal to the Franklin Earn-Out Deficiency (the sum of
   clauses (a) and (b) is referred to as the "Maximum Possible Midland NOI
   Earn-Out").  If the Second Midland NOI Earn-Out Value is a positive
   number, on the Second Earn-Out Closing Date, Additional Units shall be
   issued to Midland Development equal to the quotient obtained by dividing
   (i) the Second Midland NOI Earn-Out Value by (ii) the Unit Value, and then
   subtracting the Record Date Adjustment Amount.

                   (c) In the event that the Maximum Possible Midland NOI
   Earn-Out would not otherwise be paid on the Second Earn-Out Closing Date,
   and on the First Calculation Date there was Midland NOI remaining after
   reaching the Maximum First Midland Group Earn-Out, (i) the amount of such
   excess shall be carried forward to the Second Calculation Date, (ii) the
   Second Midland NOI Earn-Out Value shall be recomputed on that basis and
   (iii) Additional Units, at the Unit Value, less the Record Date Adjustment
   Amount, shall be issued to Midland Development for the amount by which the
   Second Midland NOI Earn-Out Value computed in accordance with this Section
   2.5.3.1(c) exceeds the Second Midland NOI Earn-Out Value computed without
   regard to this Section 2.5.3.1(c), provided, however, that the sum of the
   First Midland NOI Earn-Out Value plus the Second Midland NOI Earn-Out
   Value as so recomputed (including in either case any Property Sale
   Participation) shall not exceed the Maximum Possible Midland NOI Earn-Out.

                   (d) In the event that the sum of the First Midland NOI
   Earn-Out Value and the Second Midland NOI Earn-Out Value is less than the
   Maximum Possible Midland NOI Earn-Out, the Midland NOI shall be determined
   as of the Third Calculation Date.  An amount equal to 100% of the excess,
   if any, of the Midland NOI as of the Third Calculation Date over the
   Second Midland NOI Threshold shall be the "Third Midland Group Earn-Out
   Value"; provided, however, that the sum of the First Midland NOI Earn-Out
   Value plus the Second Midland NOI Earn-Out Value plus the Third Midland
   Group Earn-Out Value (including in each case any Property Sale
   Participation) shall not exceed the Maximum Possible Midland NOI Earn-Out. 
   If the Third Midland Group Earn-Out Value is a positive number, on the
   Third Earn-Out Closing Date, Additional Units shall be issued to Midland
   Development equal to the quotient obtained by dividing (i) the Third
   Midland Group Earn-Out Value by (ii) the Unit Value, and then subtracting
   the Record Date Adjustment Amount.  

                   (e) If the maximum possible Midland NOI Earn-Out Value
   (without regard to the Property Participation) would not be paid on the
   related Earn-Out Closing Date, the deficiency may be made up in the event
   that a Property contributed by a Property Entity to the Partnership
   pursuant to Article 2 hereof (other than the Western Properties) is sold
   by the Partnership in the twelve calendar months immediately preceding the
   applicable Calculation Date.  The amount of such deficiency is referred to
   herein as the "Earn-Out Gap."  "Property Sale Participation" means an
   amount, but not more than the Earn-Out Gap, equal to 75% of the Net
   Proceeds (with no deduction for any commissions payable to a Regency
   Entity) from the sale of the applicable Property after deducting (A) the
   Gross Asset Value of the Property at the time of its acquisition by the
   Partnership, or (B) in the case of a Property that was a Development
   Property at or after the First Closing, if greater, the Development Costs
   thereof, plus, in either case, an amount equal to the Return on Regency
   Equity.  On the applicable Earn-Out Closing Date, Additional Units shall
   be issued to Midland Development equal to the quotient obtained by
   dividing (i) the Property Sale Participation by (ii) the Unit Value, and
   then subtracting the Record Date Adjustment Amount.  

                   2.5.3.2  Development Earn-Out.  Midland Development shall
   have the right to receive Additional Units in the event that the
   performance criteria set forth below are satisfied (the "Development Earn-
   Out").  

                   (a) The Development Earn-Out shall be determined as of the
   First and Second Calculation Dates, respectively.  If the budgeted
   Development Cost of Qualified Development is equal to at least $25,000,000
   as of either Calculation Date, then the Development Earn-Out for such
   Calculation Date shall be equal to $3,000,000.  If the budgeted
   Development Cost of Qualified Development as of such Calculation Date is
   less than $25,000,000, then the Development Earn-Out as to such
   Calculation Date shall be arrived at by multiplying (i) $3,000,000 times
   (ii) the quotient of such Development Cost of Qualified Development
   divided by $25,000,000.  A Development Cost must be approved by Regency's
   investment committee (and Regency agrees that the decisions of such
   investment committee, and the timing of such decisions, shall be made on a
   reasonable basis and in good faith and not for the purpose of defeating or
   minimizing the Development Earn-Out) as part of the applicable development
   budget in order to qualify as a budgeted Development Cost.  If any Person
   other than the Partnership is expected to own an interest in a Qualified
   Development following its completion and attainment of the Minimum Leasing
   Criteria, the budgeted Development Cost with respect to such Qualified
   Development shall be included in the calculation of the Development Earn-
   Out only to the extent of the interest of Regency and its Affiliates in
   the Qualified Development.  Without limiting the foregoing, if a Qualified
   Development is subject to OSTRS Option Rights, the Budgeted Development
   Cost for such Qualified Development shall be included in the calculation
   of the Development Earn-Out only to the extent of the then percentage
   interest of R&M Western Partnership in "Net Sale Proceeds" of the OTR
   Joint Venture (as defined in its partnership agreement) that has the right
   to acquire such Qualified Development.  If the budgeted Development Cost
   of Qualified Development as of either Calculation Date exceeds $25,000,000
   (the "Excess Qualified Development"), then Midland Development shall be
   entitled to reallocate the Excess Qualified Development to the other
   applicable Calculation Date and may calculate the Development Earn-Out as
   of such prior or subsequent Calculation Date, as applicable, including
   such Excess Qualified Development; provided, however, that (a) the sum of
   the Development Earn-Out for the First and Second Earn-Out Closing Dates
   shall not exceed $6,000,000 and (b) Midland Development shall not be
   entitled to any Development Earn-Out as of a Calculation Date to the
   extent that the budgeted Development Cost of Qualified Development for the
   immediately preceding twelve calendar months does not exceed $10,000,000,
   excluding any reallocation of Excess Qualified Development.

                   (b) If applicable, on the First Earn-Out Closing Date,
   Additional Units shall be issued to Midland Development equal to the
   quotient obtained by dividing (i) the Development Earn-Out as of the First
   Calculation Date by (ii) the Unit Value, and then subtracting the Record
   Date Adjustment Amount.

                   (c) If applicable, on the Second Earn-Out Closing Date,
   Additional Units shall be issued to Midland Development equal to the
   quotient obtained by dividing (i) the Development Earn-Out as of the
   Second Calculation Date by (ii) the Unit Value, and then subtracting the
   Record Date Adjustment Amount.

                   (d) In the event that (i) a Qualified Development is
   transferred to an OTR Joint Venture and is sold at any time prior to the
   Third Earn-Out Calculation Date, (ii) the maximum possible cumulative
   Development Earn-Out has not been paid as of the date of the next Earn-Out
   Calculation Date, and (iii) as a result of such sale the interest of R&M
   Partnership in "Net Sales Proceeds" of the OTR Joint Venture (as defined
   in its partnership agreement) increases because OSTRS has received the
   preferential return to which it is entitled, the Development Earn-Out
   shall be recalculated based on the increased percentage interest of R&M
   Western Partnership in the Qualified Development, and Additional Units
   shall be issued at the Unit Value, less the Record Date Adjustment Amount,
   on the next Calculation Date, for the amount by which the Development
   Earn-Out computed in accordance with this Section 2.5.3.2 exceeds the
   Development Earn-Out computed without regard to this Section 2.5.3.2, but
   only to the extent that the maximum possible cumulative Development Earn-
   Out has not previously been paid.

             2.5.4     Worthington Outparcel Earn-Out.  Subject to the
   satisfaction of the conditions precedent set forth in Section 8.2.11 with
   respect to the Property known as Worthington Park Centre, the Unit
   Recipients having an equity interest in the outparcel Properties
   identified on Schedule 2.5.4 (the "Worthington Outparcels") shall have the
   right to receive Additional Units in the event the conditions set forth
   below are satisfied (the "Worthington Outparcel Earn-Out").

                   (a)  "Worthington Outparcel Earn-Out Value" means the
   excess of (x) the Annualized NOI of a Worthington Outparcel calculated as
   of the month end of the month in which such Worthington Outparcel has
   attained the Minimum Leasing Criteria (the "Stabilization Date"), divided
   by a capitalization rate of 11.0%, over (y) the Development Cost of such
   Worthington Outparcel, plus the Return on Regency Equity invested in
   developing such Worthington Outparcel through the date of issuance of the
   Additional Units plus rent concessions and Abated Rent for the period
   after the Stabilization Date.

                   (b)  In the event that the Partnership develops a
   Worthington Outparcel, the Outparcel Earn-Out Value shall be calculated as
   to such Worthington Outparcel as of the Stabilization Date.  If the
   Worthington Outparcel Earn-Out Value is a positive number, the Unit
   Recipients owning an equity interest in such Worthington Outparcel shall
   be entitled to receive their respective percentage allocations, as shown
   on the Allocation Chart, of that number of Additional Units arrived at by
   dividing (i) the Worthington Outparcel Earn-Out Value by (ii) the Unit
   Value, after subtracting the Record Date Adjustment Amount.

             2.5.5     Evans Crossing Land Earn-Out.  The Midland Affiliate
   contributing its equity interest in the Joint Venture owning the outparcel
   Property identified on Schedule 2.5.5 (the "Evans Crossing Outparcel")
   shall have the right to receive Additional Units in the event the
   conditions set forth below are satisfied (the "Evans Crossing Land Earn-
   Out").  The Partnership shall have the right to deliver such Additional
   Units to an agent named by such Midland Affiliate, for delivery in turn to
   the Person(s) entitled to receive the same, in the event that such Midland
   Affiliate dissolves, and if the Midland Affiliate fails to name such an
   agent, the Partnership shall have no responsibility for locating such
   Person(s).

                   (a) "Evans Crossing Land Earn-Out Value" means the excess
   of (x) the Annualized NOI of the Evans Crossing Outparcel calculated as of
   the month end of the month in which the Evans Crossing Outparcel has
   attained the Minimum Leasing Criteria (the "Stabilization Date"), divided
   by a capitalization rate of 11.0%, over (y) the sum of the Development
   Cost of the Evans Crossing Outparcel, plus the Return on Regency Equity
   invested in the Evans Crossing Outparcel through the date of issuance of
   the Additional Units plus all rent concessions and Abated Rent for the
   Evans Crossing Outparcel for the period after the Stabilization Date.

                   (b) In the event that the Partnership develops the Evans
   Crossing Outparcel prior to the later of (i) the R&M Redemption Date or
   (ii) the tenth anniversary of the First Closing Date, the Evans Crossing
   Land Earn-Out Value shall be calculated as of the Stabilization Date. 
   "R&M Redemption Date" means the date on which Midland Western Partnership
   no longer holds any interest in R&M Western Partnership.  If the Evans
   Crossing Land Earn-Out Value is a positive number, the Midland Affiliate
   owning an equity interest in such Evans Crossing Outparcel shall be
   entitled to receive that number of Additional Units arrived at by dividing
   (i) 50% of the Evans Crossing Land Earn-Out Value, by (ii) the Unit Value,
   and then subtracting the Record Date Adjustment Amount.  

        2.6  Subsequent Closings for OSTRS Eastern Option Properties.  At
   Subsequent Closings to take place within 105 days after OSTRS receives
   notice that the OSTRS Option Rights with respect to an OSTRS Eastern
   Option Property have become exercisable, OSTRS shall be entitled to
   receive additional consideration as provided herein for the release of its
   investment rights with respect to such Property hereunder (the "OSTRS
   Release Price").  The OSTRS Release Price shall be equal to 65% of the
   excess of (a) OSTRS Capitalized Annual NOI over (b) Capitalized NOI for
   such Property, assuming a Calculation Date as of forty-five (45) days
   after such Property achieves Minimum Leasing Criteria.  "OSTRS Capitalized
   Annual NOI" means the quotient of (a) Annualized NOI divided by (b)
   9.486%.  At a Closing for the payment of the OSTRS Release Price,
   Additional Units, rounded to the nearest whole Additional Unit, shall be
   issued to OSTRS equal to the quotient obtained by (i) dividing the amount
   of the OSTRS Release Price by the Unit Value and (ii) then subtracting the
   Record Date Adjustment Amount.  

                    ARTICLE 3:   FORMATION OF SUBPARTNERSHIPS

        3.1  R&M Western Partnership.  No later than the First Closing,
   Regency shall cause the formation of R&M Western Partnership, the general
   partner of which shall be Third Party Management Company.  At the First
   Closing, an entity to be formed by the Midland Affiliates owning interests
   in the Joint Ventures for the applicable Western Properties ("Midland
   Western Partnership") and the Partnership shall be admitted as limited
   partners in R&M Western Partnership.  At the First Closing, OTR/Midland
   Ltd. shall assign to the Partnership, for contribution in turn to R&M
   Western Partnership, for contribution in turn to the applicable OTR Joint
   Ventures formed pursuant to Section 3.2, OTR/Midland Ltd.'s rights to
   acquire properties, including the OSTRS Western Option Properties,
   pursuant to (i) the OSTRS Option Rights and (ii) the OTR/Midland Transfer
   and Contribution Agreement. R&M Western Partnership shall retain the
   rights to acquire the Properties in Texas and Colorado as to which OSTRS
   does not exercise OSTRS Option Rights and those Properties which are not
   subject to OSTRS Option Rights.  At the First Closing, the Partnership
   also shall contribute the Creekside and Village Center Properties
   (immediately following their contribution to the Partnership) to R&M
   Western Partnership, for contribution in turn to the applicable OTR Joint
   Venture.

             3.1.1     Partnership Agreement of R&M Western Partnership.  The
   Partnership Agreement of R&M Western Partnership shall contain the
   provisions regarding such entity's purpose, the disposition of its assets
   and the allocation of distributions in substantially the form attached
   hereto as Exhibit 3.1.1.

        3.2  OTR Joint Ventures.  No later than the First Closing, Regency
   shall cause the formation of the OTR Joint Ventures, the general partner
   of which shall be R&M Western Partnership.  A separate OTR Joint Venture
   shall be formed for the properties in Texas as to which OSTRS exercises
   OSTRS Option Rights, and a separate OTR Joint Venture shall be formed to
   acquire all the properties in states other than Texas as to which OSTRS
   exercises OSTRS Option Rights.  The limited partnership agreement of each
   OTR Joint Venture shall be identical in substance to the operating
   agreement of OTR/Midland Ltd., except that it shall exclude the OSTRS
   Committed Eastern Properties and the OSTRS Eastern Option Properties.  At
   the First Closing, OTR shall be admitted to the OTR Joint Ventures.  At
   Regency's election, in lieu of creating a new limited partnership to serve
   as an OTR Joint Venture, Regency may cause OTR/Midland Texas Limited
   Partnership to be reorganized to serve as an OTR Joint Venture in Texas,
   with R&M Western Partnership as general partner and OTR as limited
   partner.  

             3.2.1     Mechanics of Contribution.  The ultimate Transferee of
   Assets to be transferred pursuant to this Article 3 shall have the right
   to direct that the Transaction Documents convey such Assets directly to
   such ultimate Transferee rather than to the Partnership and then to any
   intervening Transferee and then to the ultimate Transferee.


          ARTICLE 4:  ADDITIONAL CLOSING AND POST-CLOSING TRANSACTIONS

        4.1  Purchase Option.  Each Property Entity owning an Option
   Property, as set forth on Schedule 4.1, shall grant, and the Midland
   Principals shall use reasonable commercial efforts to cause each joint
   venture owning an Option Property to grant, to the Partnership at the
   First Closing an option to purchase the Option Property for cash (the
   "Purchase Option"), which shall be exercisable separately for each Option
   Property.  The Purchase Option as to each Option Property shall have a
   term ending at the later of:  (a) one year from the date of the First
   Closing or (b) the end of the Hold Period applicable to such Option
   Property (the "Option Expiration Date") and shall have an exercise price
   as set forth on Schedule 4.1 plus reimbursement of the actual cost of any
   capital expenditures and ad valorem Taxes and special assessments paid by
   the optionor after the First Closing Date and prior to the date of the
   closing of the exercise of the Purchase Option.  Each Purchase Option
   shall be evidenced by a written agreement in substantially the form
   attached hereto as Exhibit 4.1, subject to revisions required by the Law
   of the jurisdiction in which the Option Property is located ("Option
   Agreement") and by a Memorandum of Option in the form attached hereto as
   part of Exhibit 4.1 (the "Memorandum of Option").  The Memorandum of
   Option shall be recorded in the appropriate public records for the
   jurisdiction in which the Option Property is located, together with
   restrictive covenants regarding the use and operation of the Option
   Property to supplement existing restrictive covenants to the extent that
   such existing restrictive covenants do not cover all the types of
   restrictions that Regency customarily requires, all as further described
   on Schedule 4.1. The closing of the exercise of the Purchase Option shall
   take place no later than sixty (60) days following the notice of exercise.
    
        4.2  Right of First Refusal.  At the First Closing, the Property
   Entity owning an Option Property shall grant, and the Midland Principals
   shall use reasonable commercial efforts to cause each joint venture owning
   an Option Property to grant, to the Partnership a right of first refusal
   to purchase the Option Property for cash, to the extent such Option
   Property is not purchased pursuant to a Purchase Option (the "Right of
   First Refusal").  The Right of First Refusal as to each Option Property
   shall have a term of four years beginning on the Option Expiration Date. 
   The Partnership shall have the right to purchase an Option Property
   pursuant to a Right of First Refusal upon any notice from the optionor
   that it intends to accept a bona fide written offer to purchase such
   Option Property (a "Third Party Offer").  The Right of First Refusal may
   be exercised at a purchase price equal to 90% of the purchase price
   pursuant to the Third Party Offer.  The Partnership shall have 15 days
   from the date of the optionor's notice to elect to exercise its Right of
   First Refusal, by executing a form of purchase agreement containing the
   same terms as the Third Party Offer.  Each Right of First Refusal shall be
   evidenced by the Memorandum of Option relating to the applicable Option
   Property.  In the event the Partnership does not exercise its Right of
   First Refusal, the optionor shall have 180 days after the deadline for the
   Partnership's notice of exercise of its Right of First Refusal in which to
   sell the Option Property on substantially the same terms as set forth in
   the Third Party Offer, and if such Property Entity does not do so within
   such period, the Option Property shall again be subject to the Right of
   First Refusal as if such Third Party Offer had never occurred.  

        4.3  Transfer of Options.  In the event that a Purchase Option or
   Right of First Refusal is for an outparcel or expansion land for a
   Property or Acquisition Property (a "Related Property") that is
   transferred to a Transferee hereunder other than the Partnership, the
   Partnership may transfer the Purchase Option and Right of First Refusal
   for such Option Property to the Transferee that takes title to the Related
   Property, and such Transferee may transfer the Purchase Option and Right
   of First Refusal to any Person to which such Transferee may transfer the
   Related Property.  However, except as provided in the preceding sentence,
   the Purchase Options and Rights of First Refusal are not transferable.

        4.4  Additional Outparcels.  In the event that after the date hereof
   any Midland Principal becomes aware that he owns a 20% or greater equity
   interest in any outparcel, expansion land or other property to be
   developed which is contiguous or adjacent to Properties but which is not
   an Asset or Option Property under this Agreement or properties set forth
   on Schedule 4.4, such Midland Principal shall give Regency written notice
   within 30 days of becoming aware of such property and shall use reasonable
   commercial efforts to cause the Person owning such property to execute a
   Memorandum of Option granting an Option and Right of First Refusal with
   respect thereto within 90 days after delivering such notice to Regency.

        4.5  Management Contracts.  With respect to each real property
   constituting an Excluded Asset and each real property identified on
   Schedule 6.2.1, including real property subject to Acquisition Rights and
   Development Rights (as those terms are defined in Section 6.2.1), which
   are grocery-anchored shopping centers which are or will be subject to
   contracts for property leasing and/or management services, each Midland
   Principal directly or indirectly owning an interest in such real property
   shall use reasonable commercial efforts to cause the record owner of such
   real property to enter into agreements for such services with Third Party
   Management Company or its Affiliates based on customary fees and terms.


                              ARTICLE 5:  COVENANTS

        Each Property Entity, as to itself, each Midland Affiliate, as to
   itself and as to any Property Entity or Joint Venture in which it owns an
   interest, and each Midland Principal, as to himself, hereby covenants as
   provided in this Article 5, as applicable.  A covenant herein of a Joint
   Venture or Property Entity that is not a party to this Agreement shall be
   the covenant of the Midland Affiliate and each Midland Principal owning an
   equity interest therein to use reasonable commercial efforts to cause such
   Joint Venture or Property Entity to fulfill such covenant.  For purposes
   of this Article 5, each Property Entity and Joint Venture is referred to
   as a "Property Owner."  In all events that Regency's approval is requested
   under this Article 5, if Regency does not grant approval or give notice
   that it has withheld its consent within 10 Business Days after such
   request is made, such consent shall be deemed to have been granted.

        5.1  Implementing Agreement.  Subject to the terms and conditions
   hereof, each party hereto shall use reasonable commercial efforts to take
   all action required of it to fulfill its obligations under the terms of
   this Agreement, to cause the conditions to Closing to be satisfied and to
   facilitate the consummation of the transactions contemplated hereby and
   thereby.  Without limiting the foregoing, each Midland Principal shall use
   reasonable commercial efforts to cause each Contributor and Joint Venture
   in which such Person owns an equity interest to fulfill its obligations
   hereunder. 

        5.2  Preservation of Business.  From the date of this Agreement to
   the First Closing, each Property Owner shall cause its Properties or Third
   Party Management Assets, as applicable, to be operated only in the
   ordinary and usual course of business and consistent with past practice,
   shall not sell or list for sale any of its Properties (other than Excluded
   Assets) or (except as provided below) Option Properties until such time as
   the Purchase Options granted in Section 4.1 have expired, shall use its
   reasonable commercial efforts to preserve its good will and advantageous
   relationships with tenants, customers, suppliers, independent contractors,
   employees and other Persons material to the operation of its Properties or
   Third Party Management Assets, as applicable, shall perform its material
   obligations under the Leases and other material agreements affecting its
   Properties and Option Properties, shall perform its material obligations
   under the Management Contracts, as applicable, shall use reasonable
   commercial efforts to develop its Development Properties substantially in
   accordance with their respective Development Budget and Schedules, and
   shall not take or permit any action or omission which would cause any of
   its representations or warranties contained herein to become inaccurate in
   any material respect or any of the covenants made by it to be breached in
   any material respect.  Without limiting the foregoing, no Property Owner
   will cause or permit any default to occur under the Existing Mortgage Debt
   or cause or permit any increase in the outstanding aggregate principal
   balance thereof from the date hereof until the First Closing, except to
   fund expenditures made in substantial conformity with the Development
   Budget and Schedule, Capital Expenditure Budget and Schedule and the TI
   Budget and Schedule.  The Property Owners shall not agree to any material
   change orders or additions to tenant improvements or changes in the scope
   of work or specifications with respect to any Work Contract without
   Regency's prior written approval, which shall not be unreasonably withheld
   or delayed.  Each Property Owner shall continue to maintain all insurance
   policies referred to in Section 6.1.11 in full force and effect up to and
   including the First Closing Date.  Notwithstanding the foregoing, the
   Property Owners shall be entitled to sell the outparcels constituting
   Option Properties listed on Schedule 5.2 provided that the Net Proceeds
   from any such sale are applied to pay down the Existing Mortgage Debt
   encumbering the Property to which such outparcel relates.  

        5.3  Consents and Approvals.  Each party shall use its reasonable
   commercial efforts to obtain all consents, approvals, certificates and
   other documents required in connection with the performance by it of this
   Agreement and the consummation of the transactions contemplated hereby and
   thereby, including the consents listed on Schedules 6.1.2(b) and 7.2(b),
   and shall make all filings, applications, statements and reports to all
   Government Entities and other Persons which are required to be made prior
   to the First Closing Date by or on behalf of such party or any of their
   Affiliates pursuant to any applicable Law or contract in connection with
   this Agreement and the transactions contemplated hereby.

        5.4  Additional Acquisitions.  The parties shall cooperate in
   pursuing any acquisition opportunities in the ordinary course of business
   agreed on by both parties, and if prior to the First Closing a Property
   Owner enters into a binding contract for an acquisition, with Regency's
   consent, which shall not be unreasonably withheld or delayed, the parties
   shall enter into mutually agreed amendments to this Agreement (including
   applicable Schedules) and to the applicable Transaction Documents taking
   into appropriate account the additional Assets to be so acquired pursuant
   to this Agreement.

        5.5  Continuation of Employees.  Midland Development agrees to use
   reasonable commercial efforts to persuade those of its employees
   designated by Regency in writing to Midland Development to accept
   employment with the Partnership immediately following the First Closing,
   and Regency agrees to cause the Partnership to hire such employees
   immediately following the First Closing provided that any such employee
   does not engage in malfeasance prior to the First Closing.  Regency agrees
   that any "stay bonuses" for such employees shall be an expense of the
   Partnership.  Regency shall pay severance compensation for employees whose
   employment is terminated by Midland Development prior to the First Closing
   or by the Partnership after the First Closing, in either case because
   their services will not be required by the Partnership following the First
   Closing; provided, however, that all such severance compensation shall not
   exceed $50,000.  Midland Development shall be responsible for any
   severance compensation that exceeds such amount, and if any such excess
   severance compensation is paid by the Partnership after the First Closing,
   the Partnership shall be entitled to deduct such excess amount from the
   Midland Group Earn-Out at the First Earn-Out Closing.  Regency shall make
   capital contributions to the Partnership for the purpose of funding
   severance compensation or stay bonuses expressly assumed by Regency
   hereunder.   Nothing herein is intended to make any employee hired by the
   Partnership other than an employee at will, and nothing herein is intended
   to obligate Regency with respect to independent contractor brokers who
   perform services for Midland Development.  

        5.6  Disclosure.  

             5.6.1     The parties hereto agree to cooperate in preparing and
   distributing as promptly as practicable following the execution of this
   Agreement, (i) a disclosure document for use by the Unit Recipients whose
   consent is required under Section 6.1.2(b) in determining whether to
   consent to the transactions contemplated by this Agreement, and (ii) a
   disclosure document delivered to each other Unit Recipient notifying them
   of this Agreement and the transactions contemplated hereby including (a)
   the contribution of the Assets to the Partnership, (b) the distribution of
   the proceeds therefrom to the Unit Recipients, (c) provisions in this
   Agreement and the other Transaction Documents regarding other transactions
   between the Regency Entities and Midland Development and the Midland
   Principals, and (d) provisions in this Agreement and the other Transaction
   Documents regarding other transactions involving OSTRS (collectively, the
   "Disclosure Documents").  In either case, the Disclosure Documents shall
   provide information to each Unit Recipient with respect to (i) Regency and
   the Partnership, (ii) the Units to be issued at the First Closing and any
   Subsequent Closing, (iii) the right of Unit Recipients to elect to redeem
   Units for cash immediately following the First Closing and certain
   consequences thereof, and (iv) the Redemption Rights applicable to Unit
   Recipients in the event that such an election is not made, including in
   certain circumstances the right to receive Shares pursuant to such
   Redemption Rights.  In addition to the applicable Disclosure Document,
   each Unit Recipient shall receive a form of election relating to the right
   to elect to redeem Units for cash immediately following the First Closing,
   and, in the event such election is not made with respect to all Units
   distributable to such Unit Recipient, (i) an investor questionnaire and
   agreement between such Unit Recipient and the Partnership, (ii) a
   Redemption Rights Agreement between such Unit Recipient and the
   Partnership and (iii) a Registration Rights Agreement between such Unit
   Recipient and the Partnership.

             5.6.2     The Midland Principals, the Midland Affiliates and
   each Property Owner agree to supply information for the Disclosure
   Documents concerning such Property Owner, the Assets owned by it, the
   solicitation of any required consents for the transactions contemplated by
   this Agreement and the allocation among the equity owners of each
   Contributor of the consideration to be received in exchange for the Assets
   contributed by it.

             5.6.3     Regency agrees to supply information concerning
   Regency and the securities being offered by Regency or the Partnership to
   the Unit Recipients pursuant to the transactions contemplated by this
   Agreement.  

             5.6.4     The information provided by the Midland Principals,
   Midland Affiliates and Property Owners for inclusion in the Disclosure
   Documents is referred to hereinafter as the "Midland Information" and the
   information provided by Regency for inclusion in the Disclosure Documents
   is referred to hereinafter as the "Regency Information; provided, however,
   that information concerning any Property Owner as adjusted in the pro
   forma combined financial information relating to Regency or the
   Partnership or which relates to the expected operation of the Assets as
   part of Regency or the Partnership shall be deemed "Regency Information." 


             5.6.5     The Midland Principals and Regency each shall advise
   the other if such party becomes aware of any additional information that
   should be included in the Midland Information or the Regency Information,
   respectively, for inclusion in the Disclosure Documents or a supplement
   thereto.  

             5.6.6     Each Property Owner and Midland Affiliate covenants
   that its Midland Information and each Midland Principal covenants that all
   the Midland Information shall not, and Regency covenants that the Regency
   Information shall not, contain any untrue statement of material fact or
   omit to state any material fact required to be stated therein or necessary
   to make such Midland Information or the Regency Information, respectively,
   that is included in the Disclosure Documents, in light of the
   circumstances under which it was made, not misleading.

             5.6.7     The Midland Principals, Property Owners and Midland
   Affiliates acknowledge that nothing herein is intended to impose on
   Regency, or relieve any Midland Principal, Property Owner or Midland
   Affiliate of, the fiduciary duties such Person may have in connection with
   consummating the transactions contemplated by this Agreement.

        5.7  Exclusivity.   Unless and until this Agreement is terminated
   pursuant to its terms, no Midland Principal, Midland Affiliate or Property
   Owner shall, directly or indirectly, through any Affiliate, officer,
   director, partner, agent or otherwise, 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 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 officers, directors, partners or employees of such party
   or any of its Affiliates or any investment banker, financial advisor,
   attorney, accountant or other representative retained by such party or any
   of such party's Affiliates to take any such action, and any Midland
   Principal, Midland Affiliate, Property Owner or Affiliate of such Property
   Owner shall notify Regency 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 a Midland Principal, Midland Affiliate,
   Property Owner or Affiliate of such Property Owner or any such officer,
   director, employee, partner, investment banker, financial advisor,
   attorney, accountant or other representative may receive relating to any
   of such matters.  A "Competing Transaction" means, whether in a single
   transaction or a series of transactions, the sale by any Midland Principal
   or Midland Affiliate of any equity interest in a Midland Affiliate or
   Property Owner, or the sale or other transfer by any Contributor or Joint
   Venture of its assets or business other than an Excluded Asset, in whole
   or in part, whether through direct sale, merger, consolidation, asset
   sale, exchange, recapitalization, other business combination, liquidation,
   or other action out of the ordinary course of business but shall exclude
   (a) any transaction that results from the exercise by any equity owner of
   a Property Owner (other than a Midland Principal or Midland Affiliate) of
   a right of first refusal, option or buy-sell right the exercise of which
   is triggered by the transactions contemplated by this Agreement, (b) any
   sale of excess land or outparcels which do not constitute Option
   Properties, or (c) any transfer of an equity interest in a Midland
   Affiliate so long as the Midland Principals collectively own at least a
   majority of the voting securities of each Midland Affiliate.  Unless and
   until this Agreement is terminated pursuant to its terms, Regency shall
   not, directly or indirectly, through any officer, director, agent or
   otherwise, negotiate, undertake or consummate a business combination,
   whether through a direct purchase, merger, consolidation, asset purchase,
   exchange, recapitalization, other business combination, or other action
   out of the ordinary course of business, which would prevent or hinder
   Regency from consummating the transactions contemplated by this Agreement
   or which have a Material Adverse Effect on Regency.

        5.8  New Contracts.  Without Regency's prior written consent in each
   instance (which shall not be unreasonably withheld or delayed), no
   Property Owner will enter into, or grant concessions regarding, any
   Contract that will be an obligation affecting the Properties or Option
   Properties or binding on any Transferee or Joint Venture after the Closing
   except Contracts entered into in the ordinary course of business that
   either involve payments which total less than $10,000 in the aggregate or
   are terminable without cause or any termination fee on 30 days' or less
   notice, and each Property Owner agrees to terminate such Contracts by the
   First Closing if Regency gives such Property Owner notice at least 60 days
   prior to the First Closing.  

        5.9  Leasing Arrangements.  As to any Lease in excess of 5,000 square
   feet of usable space in any Property or Option Property, no Property Owner
   will amend, terminate, grant concessions regarding, or enter into any
   Lease unless Regency has given its written consent, which consent shall
   not be unreasonably withheld or delayed.  As to Leases for 5,000 square
   feet or less of usable space, no Property Owner will amend, terminate,
   grant concessions regarding, or enter into any new Lease without the prior
   written consent of Regency (which will not be unreasonably withheld or
   delayed) if such action would require approval by any owner of the
   Property Owner, Topvalco, Dillon or OSTRS.  A new Lease shall be deemed
   reasonable if in compliance (i) with the financial criteria contained in
   the 1998 budget and/or (if applicable) the Development Budget and Schedule
   as to such Property and (ii) with the Leasing Criteria.  The respective
   Property Owner shall provide Regency with all material information related
   to each request for consent, including without limitation, lease form,
   lease terms, leasing commissions, tenant improvement obligations and other
   lease procurement costs, description of tenant's business, and tenant's
   financial statements or a Dunn & Bradstreet credit report (to the extent
   available).  The respective Property Owner shall provide such information
   concerning all other new Leases promptly after the execution of each new
   Lease.  

        5.10 Obligation to Supplement Information.  From time to time prior
   to the First Closing, the Midland Principals, the Property Owners and
   Midland Affiliates, on the one hand, and Regency, on the other hand, will
   promptly disclose in writing to the other party any matter hereafter
   arising or discovered which, if existing, occurring or known at the date
   of this Agreement would have been required to be disclosed by any party or
   which would render inaccurate any representation or warranty by any party. 
   Additionally, the Midland Principals, Property Owners and Midland
   Affiliates agree to provide Regency with prompt written notice of any
   matter hereafter arising or discovered with respect to a Property or
   Option Property which could have a Material Adverse Effect on the
   condition, operations or prospects of such Property or Option Property. 
   No information provided to a party pursuant to this Section 5.10 shall be
   deemed to cure any breach of any representation, warranty or covenant made
   in this Agreement.  Notwithstanding the foregoing, the parties contemplate
   that certain Schedules to this Agreement will be updated periodically and
   any such update shall not be deemed a breach of any representation,
   warranty or covenant made with respect to the Schedule being updated if
   the additional information contained in such update is not likely to cause
   any damage or loss to the parties or parties who are the beneficiaries of
   a corresponding representation, warranty or covenant or such update is
   made in conformity with the following requirements.  The Capital
   Expenditure Budget and Schedule, the Development Budget and Schedule, the
   TI Budget and Schedule and the list of TI Contracts (Schedule 1.1.146) may
   be updated by the Contributors from time to time in the ordinary course of
   business, with the prior written consent of Regency (which will not be
   unreasonably withheld or delayed).  A proposed change to a Development
   Budget and Schedule shall be deemed reasonable if it would not reasonably
   be expected to cause the Development Property to be developed at a loss.

        5.11 Access to Information; Environmental Audits.  At all times
   before the First Closing, during customary business hours and other
   mutually convenient times, the Property Owners and Midland Affiliates
   shall provide Regency and its Affiliates, their respective agents,
   employees, consultants, and representatives, with continuing and
   reasonable access to all files, books, records and other materials in
   their possession or control relating to their respective Properties and
   Assets, the Third Party Management Assets and the business and operations
   of the Property Owners and the right to examine, inspect and make copies
   of such materials as appropriate (including for the purpose of reviewing
   or preparing audited financial statements required to be filed by Regency
   with the SEC).  During such period, Regency and its Affiliates shall have
   reasonable physical access to the Properties, which may be in the presence
   of Midland Development personnel, for the purpose of conducting surveys,
   architectural, engineering, geotechnical and environmental inspections and
   tests (including sampling and invasive testing performed in connection
   with Phase I and Phase II environmental audits), feasibility studies and
   any other inspections, studies or tests reasonably required by them.  With
   reasonable advance notice to the respective Property Owners, Regency may
   conduct a "walk-through" of tenant spaces upon appropriate notice to
   tenants and subject to the rights of tenants, which "walk-throughs" shall,
   at the option of Midland Development, be in the presence of and
   accompanied by Midland Development personnel.  In the course of its
   investigations, Regency may make inquiries to third parties, including,
   without limitation, contractors, property managers, parties to Work
   Contracts, lenders, tenants and Government Entities.  Regency shall keep
   the Properties free of any liens claimed by Regency's contractors or
   consultants in connection with such entry, shall indemnify, defend and
   hold the respective Property Owners harmless from all Claims and
   Liabilities caused by Regency, its contractors or consultants that are
   asserted against or incurred by the respective Property Owners as a result
   of such entry and investigation and shall maintain insurance customary in
   the industry with respect to such Claims and Liabilities.  Any liability
   or loss related to a condition of any Property discovered or disclosed by
   Regency or any consultant or contractor of Regency in connection with such
   investigation is not a liability that is covered by this indemnity.  At
   all times before the First Closing, Regency shall provide the Property
   Owners and their respective agents, employees, consultants, and
   representatives, with continuing and reasonable access to all files,
   books, records and other materials in Regency's possession or control
   relating to the business and operations of Regency and the right to
   examine, inspect and make copies of such materials as appropriate.  No
   investigation made by a party shall limit, qualify or modify any
   representations, warranties, covenants or indemnities made by another
   party hereunder, irrespective of the knowledge and information obtained as
   a result of any such investigation, but if a party discovers as a result
   of any investigation made by it prior to the First Closing that any
   representation or warranty made herein by the other party is materially
   inaccurate, it shall promptly notify and advise the other party. 

        5.12 Monthly Updates of Rent Rolls and Operating Statements.  Each
   Property Owner will promptly provide Regency with monthly updates of the
   Rent Roll and operating statements for its Properties.

        5.13 Tenant Estoppels.  Each Property Owner shall endeavor to secure
   and deliver to Regency estoppel certificates in the form of Exhibit 5.13
   from all tenants under all Leases (collectively, the "Tenant Estoppels"),
   dated no earlier than 30 days before the First Closing Date.  Regency and
   the Property Owners will consult and cooperate with each other as to the
   timing of solicitation of Tenant Estoppels with the goal of obtaining the
   Tenant Estoppels at least three days before the First Closing Date.

        5.14 Service Contracts.  The applicable Transferee will assume the
   obligations arising from and after the First Closing Date under those
   Service Contracts that are not in default as of the First Closing Date and
   which the applicable Property Owner and Regency have agreed will not be
   terminated and which are not terminable as a result of such assumption
   under its terms.  Each Property Owner shall terminate at the First Closing
   all Service Contracts that such Property Owner has agreed will not be so
   assumed to the extent such Service Contracts are terminable upon notice
   and at no cost to the terminating entity.   

        5.15 Work Contracts.  Ten days before the First Closing, each
   Property Owner shall notify Regency in a written progress report as to
   those Work Contracts that will not be completed by the First Closing.

        5.16 Title Insurance; Survey.  Regency shall order the Title
   Insurance Commitments from the Title Company and each Survey from a
   reputable surveyor familiar with the Property (the Property Owners
   agreeing to furnish to Regency copies of any existing surveys and title
   information in its possession promptly after execution of this Agreement)
   and shall use reasonable commercial efforts to obtain such items as
   promptly as practicable following the execution of this Agreement. 
   Regency will have the later of (i) ten (10) days from (x) the date of this
   Agreement or (y) 30 days prior to the applicable Subsequent Closing with
   respect to any Property to be conveyed by a Property Owner in which
   Regency does not then own an equity interest, or (ii) twenty (20) days
   from receipt of the later to be received of the Title Insurance Commitment
   (including legible copies of all recorded exceptions noted therein) and
   Survey to notify the Property Owner owning such Property in writing of any
   Title Defects, encroachments or other matters not acceptable to Regency
   which are not Permitted Exceptions by this Agreement.  Any Title Defect or
   other objection disclosed by the Title Insurance Commitment or the Survey
   which is not timely specified in Regency's written notice to the
   respective Property Owner owning the Property in question shall be deemed
   a Permitted Exception.  The respective Property Owner shall notify Regency
   in writing within ten (10) days of Regency's notice if such Property Owner
   intends to cure any Title Defect or other objection.  If such Property
   Entity elects to cure, it shall use diligent efforts to cure the Title
   Defects and/or objections by the First Closing Date (as it may be
   extended), which may include insuring over or bonding off such Title
   Defects and/or objections at such Property Owner's expense.  If such
   Property Owner elects not to cure or if such Title Defects and/or
   objections are not cured and if such Title Defects and/or objections are
   likely to have a Material Adverse Effect upon the Property ("Material
   Uncured Title Defect"), Regency shall have the right, in its sole
   discretion, subject to the satisfaction or waiver by Regency of the
   condition to the First Closing set forth in Section 8.1.1 (aggregate
   assets), to either (i) extend the time for the date of the Closing with
   respect to such Property thirty (30) days to afford additional time for
   the respective Property Owner to cure (after which Regency may proceed
   under (ii) or (iii) if not cured); (ii) waive such Title Defects and/or
   objections and close the purchase of the Property hereunder, subject to
   Regency receiving a credit for the amount necessary to pay or bond off
   such Title Defects; or (iii) elect not to acquire any or all Property
   subject to such Material Uncured Title Defects and receive a credit for
   the Contribution Value of such Property as set forth in Schedule 2.1
   against the consideration required to be delivered by Regency at the First
   Closing.  In the case of a Title Defect that is not a Material Uncured
   Title Defect, Regency's remedy shall be limited to receiving a credit
   pursuant to clause (ii) in the preceding sentence.  Any Property which
   Regency elects not to acquire pursuant to clause (iii) above shall be an
   Excluded Asset and shall no longer be subject to this Agreement.

        5.17 Later Title Exceptions.  In the event that a Property Owner
   becomes aware that an exception to title has been filed of record
   subsequent to the date of the Title Commitment and prior to the Closing (a
   "Later Exception"), such Property Owner shall send written notice of such
   Later Exception to Regency.  Regency shall have the right to postpone the
   Closing for a period up to thirty (30) days in order to give the
   respective Property Owner owning the Property in question sufficient time
   to satisfy, release, cure or remove such lien or exception.  Upon such
   Property Owner's cure, removal, insurance over or bonding off of any such
   Later Exception, at such Property Owner's expense, the Closing shall be
   scheduled upon ten (10) days prior written notice to the respective
   Property Owner as to the Property in question but in no event earlier than
   the First Closing Date notwithstanding such Later Exception.  If such
   Property Owner is unable, within said thirty-day period, or elects not to
   cure, remove, bond off or otherwise dispose of any Later Exception, and if
   such Later Exception is likely to have a Material Adverse Effect upon the
   Property ("Material Later Exception"), Regency may in its sole discretion,
   subject to the satisfaction or waiver by Regency of the condition to the
   First Closing set forth in Section 8.1.1 (aggregate assets), either (i)
   waive such objection to the Later Exception and proceed with the Closing,
   receiving a credit for the amount necessary to pay or bond off such Later
   Exception; (ii) postpone the date of the Closing with respect to such
   Property for a reasonable time to allow the respective Property Owner
   additional time to remedy said Later Exception, and if thereafter such
   Property Owner is unable to remedy said Later Exception, at that time
   Regency may elect either (i) or (iii); or (iii) elect not to acquire any
   or all Property subject to such Later Exception and receive a credit for
   the Contribution Value of such Property as set forth in Schedule 2.1
   against the consideration required to be delivered by Regency at the
   Closing.  In the case of a Later Exception that is not a Material Later
   Exception, Regency's remedy shall be limited to receiving a credit
   pursuant to clause (i) in the preceding sentence.  At the First Closing,
   the Title Company will issue the Title Insurance.  Any Property which
   Regency elects not to acquire (pursuant to clause (iii) above) shall be an
   Excluded Asset and shall no longer be subject to this Agreement.

        5.18 Damage.  The Property Owners shall promptly give Regency written
   notice of any damage to their respective Properties, describing such
   damage whether such damage is covered by insurance and the estimated cost
   of repairing such damage.  If such damage would not have a Material
   Adverse Effect on the damaged Property, (i) the respective Property Owner
   owning the Property in question shall, to the extent possible, begin
   repairs prior to the First Closing, (ii) at the First Closing the
   Partnership shall receive all insurance proceeds not applied to cure the
   damage with respect to such Property prior to the First Closing (including
   rent loss insurance applicable to any period from and after the First
   Closing) due to a Property Entity for the damage, together with an
   assignment of any unsettled insurance claim, and in the case of a Property
   owned by a Joint Venture, such Joint Venture shall not assign, transfer or
   encumber any such unapplied proceeds and unsettled insurance claim, (iii)
   any uninsured damage, coinsurance or deductible and any rent abatement not
   covered by rent loss insurance proceeds delivered to a Property Owner, as
   reasonably estimated by Regency, shall be credited to the Partnership at
   the First Closing, and (iv) and, in the case of a Property owned by a
   Property Entity, the Partnership shall assume the responsibility for the
   repair after the First Closing.  The Partnership shall be entitled to any
   excess of the proceeds of the respective Property Entity's insurance over
   and above the actual cost of repair and restoration.  If such damage is
   likely to have a Material Adverse Effect on the damaged Property which
   cannot be substantially remedied by applying insurance proceeds to cure
   the Material Adverse Effect ("Unremedied Material Damage"), Regency may
   elect, subject to the satisfaction or waiver by Regency of the condition
   to the First Closing set forth in Section 8.1.1 (aggregate assets), by
   notice to the respective Property Owner as to the Property in question
   given within 20 Business Days after Regency is notified of such damage
   (and the Closing as to such Property shall be extended, if necessary, to
   give Regency such 20 Business Day period to respond to such notice) to
   (i) proceed in the same manner as in the case of damage that is not
   material, receiving a credit at the Closing equal to the amount by which
   the Contribution Value of such Property as set forth on Schedule 2.1 is
   reduced by such damage, or (ii) elect not to acquire the Property in
   question and receive a credit for the Contribution Value of such Property
   as set forth in Schedule 2.1 against consideration required to be
   delivered by Regency at the Closing. In the case of damage that does not
   constitute an Unremedied Material Damage, Regency's remedy shall be
   limited to receiving a credit pursuant to clause (i) in the preceding
   sentence.  Any Property which Regency so elects not to acquire pursuant to
   clause (ii) above shall be an Excluded Asset and shall no longer be
   subject to this Agreement.

        5.19 Condemnation.  Each Property Owner will give Regency prompt
   written notice of the institution or threat of any exercise of the power
   of eminent domain on any of the Properties.  If the proceedings in eminent
   domain would have a Material Adverse Effect on the Property subject to
   such proceedings ("Material Eminent Domain Proceedings"), by notice to the
   respective Property Owner as to the Property in question given within 20
   Business Days after Regency receives notice of proceedings in eminent
   domain that are contemplated, threatened or instituted by any Government
   Entity having the power of eminent domain with respect to the Properties,
   Regency may, subject to the satisfaction or waiver by Regency of the
   condition to the First Closing set forth in Section 8.1.1 (aggregate
   assets), (i) elect not to purchase the Property subject to such
   proceedings and receive a credit for the Contribution Value of such
   Property as set forth in Schedule 2.1 against the consideration required
   to be delivered by Regency at the Closing, or (ii) proceed under this
   Agreement.  If Regency elects to proceed under this Agreement, the
   respective Property Entity owning the Property in question shall assign to
   the Partnership at the Closing its entire right, title and interest in and
   to any condemnation award or, if the Property in question is owned by a
   Joint Venture, such Joint Venture shall not assign any right, title or
   interest in such condemnation award, and the Partnership shall have the
   sole right during the pendency of this Agreement to negotiate and
   otherwise deal with the condemning authority in respect of such matter. 
   If necessary, the Closing as to such Property shall be extended to give
   Regency the full 20 Business Day period to make such election.  Any
   Property which Regency elects not to acquire shall be an Excluded Asset
   and shall no longer be subject to this Agreement.

        5.20 Windmiller.  Regency, the Midland Principals, OTR/Midland Ltd.
   and the Midland Affiliates that own equity interests in OTR/Midland Ltd.
   agree to use reasonable commercial efforts to enter into an agreement
   together with Topvalco and the Property Entity that owns the Property
   known as Windmiller substantially in the form attached hereto as Exhibit
   5.20.  In the event that the parties are unable to reach an agreement with
   respect to such matters, Windmiller shall be deeded to the Partnership at
   a Deferred Closing (as defined in Section 10.1.2) after it has been
   platted; provided, however, that such Deferred Closing shall not be
   required to take place within thirty (30) days of the First Closing.

        5.21 Future Joint Venture Agreements.  The Midland Principals shall
   promptly provide to Regency true and complete copies of the governing
   documents of each of the Kroger Joint Ventures and King Soopers Joint
   Ventures to be formed with respect to the Acquisition Properties upon
   formation of such Joint Ventures.  Such governing documents shall be
   substantially similar to the governing documents of each other Kroger
   Joint Venture and King Soopers Joint Venture, respectively.


               ARTICLE 6: REPRESENTATIONS, WARRANTIES AND FURTHER
                              COVENANTS OF MIDLAND

        The representations and warranties contained in this Article 6 are
   made as of the date of this Agreement.  Except as specifically provided,
   all representations and warranties contained in this Article 6 are several
   and not joint and several; provided, however, that the representations of
   Midland Development shall also be made jointly and severally by the
   Midland Principals.  The survival of and liability for the representations
   and warranties contained in this Article 6 after the First Closing Date
   shall be governed solely by Article 13 (Indemnification) hereof and the
   remedies set forth in Article 13 shall be the sole remedies after the
   First Closing Date for any breach of such representations and warranties. 
   All representations that are made "to the knowledge of the Midland
   Principals" means to the actual knowledge of such individuals after
   reasonable inquiry.  All representations that are made "to the knowledge
   of Midland Development" means to the actual knowledge of the individuals
   listed on Schedule 6 after reasonable inquiry.  All representations that
   are made "to the knowledge of the Property Entity" means to the actual
   knowledge of individuals for such Property Entity listed in Schedule 6
   after reasonable inquiry.  All representations that are made "to knowledge
   of the Midland Affiliate" means to the knowledge of the individuals for
   such Midland Affiliate listed on Schedule 6 after reasonable inquiry.  All
   representations that are made "to the knowledge of the Property Owner"
   means to the actual knowledge of the individuals for such Property Owners
   listed on Schedule 6 after reasonable inquiry.  The Midland Principals,
   each Midland Affiliate (as to the individuals shown on Schedule 6 with
   respect to such Midland Affiliate) and each Property Entity (as to the
   individuals shown on Schedule 6 with respect to such Property Entity)
   represent that such individuals are the appropriate individuals who, in
   the course of their duties, would normally be aware of material issues and
   facts affecting the Properties, the Option Properties, the Midland
   Affiliates, the Property Entities and the Joint Ventures and that such
   individuals have made reasonable inquiry to have a reasonable basis for
   the matters represented.

        6.1  As to Property Entities, Joint Ventures, Midland Affiliates and
   Midland Principals.  Each Property Entity (including Midland Development),
   as to itself, and each Midland Affiliate, as to itself and as to any
   Property Entity or Joint Venture in which it owns an interest, and each
   Midland Principal, as to himself, represents and warrants as follows:

             6.1.1     Due Organization, etc.  Such Property Entity, Joint
   Venture and Midland Affiliate is duly organized, validly existing and in
   good standing under the Laws of its respective jurisdiction of
   organization, with all requisite power and authority to own, lease,
   operate and sell its assets and to carry on its businesses as they are now
   being conducted.  Such Property Entity, Joint Venture and Midland
   Affiliate is in good standing as a foreign entity authorized to do
   business in each jurisdiction where it engages in business.  

             6.1.2     Due Authorization; Consents; No Violations.

                   (a) Such Property Entity, Joint Venture and Midland
   Affiliate has made available to Regency true and complete copies of its
   respective partnership agreement or other governing document, as
   applicable, including each amendment thereto, of which a complete list is
   set forth on Schedule 6.1.2(a).  Such Property Entity and Midland
   Affiliate has full power and authority to enter into this Agreement and
   the Transaction Documents, and to consummate the transactions contemplated
   hereby and thereby, and the Persons executing this Agreement and
   applicable Transaction Documents on behalf of such Property Entity or
   Midland Affiliate have been duly authorized to do so on behalf of such
   Property Entity or Midland Affiliate.  Subject to the last sentence of
   this paragraph, the execution, delivery and performance by such Property
   Entity or Midland Affiliate of this Agreement have been, and the
   Transaction Documents to be executed and delivered by it pursuant to this
   Agreement shall be, duly and validly approved by such Property Entity or
   Midland Affiliate and by all necessary partnership, corporate or other
   applicable action, and no other action or proceeding on the part of any
   Midland Principal, Property Entity or Midland Affiliate or any other
   Person is necessary to authorize this Agreement and the Transaction
   Documents to be executed and delivered by such Midland Principal, Property
   Entity or Midland Affiliate pursuant hereto and the transactions
   contemplated hereby and thereby, other than obtaining the consents set
   forth on Schedule 6.1.2(b).  Subject to the last sentence of this
   paragraph, this Agreement has been duly and validly executed and delivered
   by such Midland Principal, Property Entity and Midland Affiliate and,
   assuming due authorization, execution and delivery of this Agreement by
   the other parties hereto, this Agreement constitutes, and the Transaction
   Documents to be executed and delivered by such Midland Principal, Property
   Entity or Midland Affiliate pursuant to this Agreement when executed will
   constitute, valid and binding obligations of each such Midland Principal,
   Property Entity or Midland Affiliate enforceable in accordance with their
   respective terms, except as such enforceability may be limited by
   applicable bankruptcy, insolvency, moratorium, reorganization, or similar
   laws or court decisions from time to time in effect that affect creditors'
   rights generally and by legal and equitable limitations on the
   availability of specific remedies.  The representations and warranties
   contained in this paragraph are subject to obtaining the required consents
   under the applicable partnership agreement or operating agreement or other
   governing document with respect to such Property Entity or Midland
   Affiliate, which consents are listed in Schedule 6.1.2(b).

                   (b) Except for obtaining the consents set forth on
   Schedule 6.1.2(b), no consents, waivers, exemptions or approvals of,
   notices to, or filings or registrations by such Midland Principal,
   Property Entity, Joint Venture or Midland Affiliate with, any Government
   Entity or any other Person not a party to this Agreement are necessary in
   connection with the execution, delivery and performance by such Midland
   Principal, Property Entity or Midland Affiliate of this Agreement or the
   Transaction Documents to which he or it is a party or to be delivered by
   Midland Principals, Property Entities and Midland Affiliates pursuant to
   this Agreement or the consummation of the transactions contemplated hereby
   and thereby which involve responsibilities by such Property Entity or
   Midland Affiliate, including but not limited to notices to any employees
   thereof.

                   (c) Upon obtaining those consents set forth on Schedule
   6.1.2(b) (and assuming receipt of such consents), the execution, delivery
   and performance by such Midland Principal, Property Entity and Midland
   Affiliate of this Agreement and the Transaction Documents to be executed,
   delivered and performed by such Midland Principal, Property Entity and
   Midland Affiliate pursuant hereto, and the consummation of the
   transactions contemplated hereby and thereby, do not and will not (i)
   violate any Law or Order; (ii) violate or conflict with, result in a
   breach of, constitute a default (or an event which with the passage of
   time or the giving of notice, or both, would constitute a default) under,
   or will result in the termination of, or accelerate the performance
   require by, or permit cancellation of, or result in the creation of any
   Lien upon any of his or its Assets under any Contract to which such
   Midland Principal, Property Entity, Joint Venture or Midland Affiliate is
   a party or by which such Midland Principal, Property Entity, Joint Venture
   or Midland Affiliate or any of his or its Assets are bound or by which
   such Midland Principal, Property Entity, Joint Venture or Midland
   Affiliate or any of his or its Assets may be affected; (iv) permit the
   acceleration of the maturity of any indebtedness of such Midland
   Principal, Property Entity, Joint Venture or Midland Affiliate or any
   indebtedness secured by his or its Assets; or (v) violate or conflict with
   any provision of the partnership agreement or governing document of such
   Property Entity, Joint Venture or Midland Affiliate.

                   (d) Except as set forth in the Allocation Chart, no Person
   holds any options, warrants, securities or other rights with respect to
   such Property Entity, Joint Venture or Midland Affiliate entitling, or
   which if exercised would entitle, them to receive Units or Additional
   Units to be delivered pursuant to this Agreement.

             6.1.3     Existing Mortgage Debt.  Except as set forth on
   Schedule 6.1.3, there are no defaults (and no Property Entity, Joint
   Venture or Midland Affiliate has received any notice of a default asserted
   by any lender) under the Existing Mortgage Debt of such Property Entity,
   Joint Venture or Midland Affiliate, or facts or circumstances which
   through the passage of time or the giving of notice, or both, would result
   in such a default, nor will such Property Entity or Midland Affiliate
   cause or permit any default to occur thereunder or cause or permit any
   increase in the outstanding aggregate principal balance thereof from the
   date hereof until the First Closing, except to fund expenditures made
   substantially in conformity with the Development Budget and Schedule and
   the TI Budget and Schedule.  The documents described on Schedule 1.1.40
   are all of the loan documents executed in connection with such Existing
   Mortgage Debt of such Property Entity, Joint Venture or Midland Affiliate,
   and such documents have not been modified or amended except as noted
   thereon.  The aggregate principal balance outstanding to each lender under
   such Existing Mortgage Debt as of the Recent Balance Sheet Date is set
   forth on Schedule 1.1.40.

             6.1.4     Financial Statements.  To the knowledge of such
   Property Entity or Midland Affiliate, the financial statements of such
   Property Entity or Joint Venture reflected in the Midland Financial
   Statements fairly present the financial condition, results of operations
   and cash flows of such Property Owner for the periods indicated therein,
   do not reflect any transactions which are not bona fide transactions of
   such entity, have been prepared in accordance with the books and records
   of such entity and make full and adequate disclosure of, and provision
   for, all Liabilities of such entity required to be reflected in accordance
   with GAAP as of the dates thereof.  Regency and its independent certified
   accountants shall be given access to the books of such entity at any time
   prior to the First Closing upon reasonable advance notice in order that
   they may prepare audited financial statements described in Section 14.1.  

             6.1.5     No Adverse Change.  To the knowledge of such Midland
   Affiliate or Property Entity, since the Recent Balance Sheet Date, there
   has not been (i) any event, circumstance or change in such Property
   Entity, Joint Venture or Midland Affiliate, its respective business or
   prospects which would cause or reasonably be expected to result in a
   Material Adverse Effect on any such entity or its Assets, or (ii) any
   material loss, damage or destruction to any of its Assets (whether or not
   covered by insurance) or any other event or condition which has had or is
   likely to have a Material Adverse Effect on such entity or its Assets. 
   Since the Recent Balance Sheet Date, there has not been any sale, lease or
   other transfer or disposition of the Assets of such Property Entity, Joint
   Venture or Midland Affiliate, or any cancellation of any debts or claim of
   any such entity, except in the ordinary course of its business.  Since the
   Recent Balance Sheet Date, such Property Entity's, Joint Venture's or
   Midland Affiliate's business has been conducted in all material respects
   only in the ordinary course and with respect to any of its Properties,
   consistent with its contemplated use.

             6.1.6     No Litigation.  Except as set forth on Schedule 6.1.6,
   there is no Litigation pending or, to the knowledge of such Midland
   Principal, Midland Affiliate or Property Entity, threatened (a) against
   such Property Entity, Joint Venture, Midland Affiliate or the Assets of
   such Property Entity, Joint Venture or Midland Affiliate, the Option
   Properties of such Property Entity or Joint Venture or its respective
   business or directors or officers or Persons performing comparable
   functions (in such capacity), or (b) which challenges or impairs such
   Midland Principal's, Property Entity's or Midland Affiliate's ability to
   execute, delivery or perform its obligations under this Agreement and the
   Transaction Documents to be executed and delivered by such Midland
   Principal, Property Entity or Midland Affiliate pursuant to this
   Agreement, nor does such Midland Principal, Property Entity or Midland
   Affiliate know of any facts which are reasonably likely to be the basis
   for any such Litigation.  Except as set forth on Schedule 6.1.6, neither
   such Midland Principal, Property Entity or Midland Affiliate nor any of
   the Assets or Option Properties of such Midland Principal, Property
   Entity, Joint Venture or Midland Affiliate is subject to any Order.  

            6.1.7 Leased Real Property.  Schedule 6.1.7 lists all leases
   pursuant to which such Property Entity, Joint Venture or Midland Affiliate
   holds any real property used in connection with its respective business. 
   True and complete copies of all such leases have been delivered to
   Regency, together with copies of all reports of any engineers,
   environmental consultants or other consultants which relate to any
   property subject to such a lease, if any.

            6.1.8 Leased Personal Property.  Schedule 6.1.8 lists all leases
   pursuant to which such Property Entity or Joint Venture holds equipment,
   vehicles, furniture or any other item of personal property used in
   connection with its respective business, other than leases terminable
   without penalty on less than thirty (30) days or less notice or requiring
   less than $10,000 in aggregate payments over the remaining term of the
   lease.  All of the personal property leased by such Property Entity or
   Joint Venture under such leases is presently utilized by such Property
   Entity or Joint Venture in the ordinary course of its business.  True and
   complete copies of all such leases have been made available to Regency.

            6.1.9 Intellectual Property.  Except for the "Midland" name and
   the name of each individual Property, there are no trade names,
   trademarks, service marks or copyrights (or any registrations with any
   Government Entity of, or applications for registration pending with
   respect to, any of the foregoing) owned or licensed by such Midland
   Principal, Property Entity or Joint Venture that are material to the
   conduct of the business of such Property Entity or Joint Venture.

            6.1.10     Contracts.  Except as set forth on Schedule 6.1.10,
   and except for the partnership agreements, operating agreements or other
   governing documents of the Joint Ventures listed on Schedule 6.1.2(a), and
   those other contracts disclosed elsewhere in the Schedules to this
   Agreement, including but not limited to the Leases described on the Rent
   Roll, Schedules 1.1.2 (Acquisition Contracts), 1.1.27 (Development
   Contracts), 1.1.40 (Existing Mortgage Debt), 1.1.70 (Management
   Contracts), 1.1.125 (Repair Contracts), 1.1.134 (Service Contracts),
   1.1.146 (TI Contracts), 6.1.7 (Leased Real Property), 6.1.8 (Leased
   Personal Property), 6.1.11 (Insurance Policies) and 6.2.7 (Brokers),
   include all of the Contracts of the following types (i) to which such
   Joint Venture is a party or is bound, (ii) to which such Property Entity
   is a party or is bound and which its respective Transferee is assuming, or
   (iii) to which any of the Assets or Option Properties of such Property
   Entity or Joint Venture are subject or are bound:

                  (a)  all property management agreements, asset management
   agreements, and development agreements;

                  (b)  all partnership agreements or other governing
   documents;

                  (c)  any Contract of any kind with any equity owner of the
   Property Entity or Joint Venture or any Affiliate of such equity owner;

                  (d)  any Contract with a dealer, broker, leasing agency,
   advertising agency or other Person engaged in sales, or promotional
   activities (other than Contracts terminable without penalty on thirty (30)
   days or less notice or requiring less than $10,000 in aggregate payments
   under the remaining term of the contract);

                  (e)  any Contract of any nature which involves an
   unperformed commitment in excess of, or services having a value in excess
   of, $10,000;

                  (f)  any Contract pursuant to which the Property Entity or
   Joint Venture has made or will make loans or advances, or has or will have
   incurred debts or become a guarantor, indemnitor or surety or pledged its
   credit on or otherwise become contingently or secondarily liable with
   respect to any undertaking or obligation of any other Person (except for
   the negotiation or collection of negotiable instruments in transactions in
   the ordinary course of business);

                  (g)  any indentures, credit agreements, loan agreements,
   notes, letters of credit, mortgages, security agreements, leases of real
   property or personal property, deeds of trust or other agreements for
   financing;

                  (h)  any Contract involving a partnership, joint venture or
   other cooperative undertaking;

                  (i)  any Contract involving any restrictions relating to
   the Property Entity or Joint Venture with respect to the geographical area
   of operations or scope or type of business of the Property Entity or Joint
   Venture;

                  (j)  any power of attorney or agency agreement or
   arrangement with any Person pursuant to which such Person is granted the
   authority to act for or on behalf of the Midland Principal, Property
   Entity, Joint Venture or Midland Affiliate;

                  (k)  any Contract under which the requirements for
   performance extend beyond thirty (30) days from the date of this Agreement

   (other than Contracts requiring less than $10,000 in aggregate payments
   over the term of the contract); and

                  (l)  all other Contracts relating to the business of the
   Property Entity or Joint Venture not made in the ordinary course of
   business which are to be performed at or after the date of this Agreement
   (other than Contracts terminable without penalty on thirty (30) days or
   less notice or requiring less than $10,000 in aggregate payments over the
   term of the contract).

   Such Property Entity, Joint Venture or Midland Affiliate has made
   available to Regency each Contract listed on Schedules 1.1.2 (Acquisition
   Contracts), 1.1.27 (Development Contracts), 1.1.40 (Existing Mortgage
   Debt), 1.1.70 (Management Contracts), 1.1.125 (Repair Contracts), 1.1.134
   (Service Contracts), 1.1.146 (TI Contracts), 6.1.7 (Leased Real Property),
   6.1.8 (Leased Personal Property), 6.1.11 (Insurance Policies) and 6.2.7
   (Brokers) with respect to its business or Assets, and a written
   description of each oral arrangement so listed.  All such Contracts are
   duly authorized and enforceable in accordance with their terms by such
   Property Entity or Joint Venture, except as such enforceability may be
   limited by applicable bankruptcy, insolvency, moratorium, reorganization,
   similar laws or court decisions from time to time in effect that affect
   creditors' rights generally and by legal and equitable limitations on the
   availability of specific remedies. 

            6.1.11     Insurance.  The Property Entity or Joint Venture has
   in full force and effect policies of insurance of the types and amounts
   customarily maintained by organizations similarly situated sufficient to
   insure it against loss of its respective Assets and Option Properties and
   will continue to maintain all such insurance in full force and effect up
   to and including the First Closing Date.  Schedule 6.1.11 is a list of all
   casualty, liability, business interruption and other insurance policies
   insuring against loss of its Assets and Option Properties.  True and
   complete copies of such policies shall be delivered to Regency as promptly
   as practicable following the date of this Agreement.  The parties shall
   use reasonable commercial efforts to (i) determine whether there will be
   any gaps in insurance for the Property Entities and Joint Ventures, on the
   one hand, and the Transferees, on the other hand, in their respective
   insurance coverages before and after the First Closing, and (ii) name each
   other, where appropriate, at no additional cost as additional named
   insureds on each other's policies.

            6.1.12     Tax Matters.  

                  (a)  No Midland Tax is Payable by Transferees.  Except as
   provided on Schedule 6.1.12, and except to the extent reflected in the
   Proration Items, there are no unpaid Taxes arising from the operation of
   the business of the Property Entity or Joint Venture (or as a result of
   the Property Entity or Joint Venture succeeding to the Liabilities of any
   other Person by operation of law pursuant to a purchase of assets or
   stock, merger, consolidation or similar transaction) during any period
   prior to the First Closing Date for which the Joint Venture or any
   Transferee will become liable or which will become a Lien against any of
   the Assets or Option Properties of such Property Entity or Joint Venture
   following the First Closing, including but not limited to payroll,
   withholding and social security Taxes for any employee or person deemed to
   be an employee of such entity.  

                  (b)  Tax Audits.  Except as provided on Schedule 6.1.12,
   such Property Entity or Joint Venture has not received from the IRS or
   from the Tax authorities of any state, county, local or other jurisdiction
   (i) any notice of underpayment of Taxes or other deficiency which has not
   been paid, (ii) any objection to any Tax return or report filed by such
   Property Entity or Joint Venture, nor (iii) any notice of audit with
   respect to any Tax, nor is such Property Entity or Joint Venture currently
   the subject of any such audit.  There are no outstanding agreements or
   waivers extending the statutory period of limitations applicable to any
   Tax return or report filed by such Property Entity or Joint Venture.

                  (c)  Leases.  All of the services provided by the Property
   Entity or Joint Venture (or any other Person acting as lessor or landlord
   for any of its Assets or Option Properties) to the tenants of its
   Properties (including the Development Properties) or Acquisition
   Properties under its respective leases are customary in that geographic
   area for first class shopping centers and are primarily for the
   convenience of the tenant as described in Section 856(d) of the Code.  No
   formula for determining percentage rents under any lease with a tenant of
   the Property Entity or Joint Venture (including the Development
   Properties) or any of its Acquisition Properties has the effect of basing
   such rent on the income (as opposed to revenues) or profits of any
   Persons.  Any rent payable by tenants of its Properties (including the
   Development Properties) or its Acquisition Properties attributable to
   personal property does not exceed 15% of the total rent under the relevant
   Lease attributable to both real and personal property (determined in
   accordance with Section 856(d)(1)(C) of the Code).  Schedule 1.1.134 lists
   any Service Contract (including those which are terminable without penalty
   on thirty (30) days or less notice or requiring less than $10,000 in
   aggregate payments over the remaining term of the contract) for the
   provision of services to any Property as to which the Property Entity or
   Joint Venture receives a mark-up.

        6.2       Representations of Midland Principals, the Property
   Entities and the Midland Affiliates.  The following representations are
   made jointly and severally by the Midland Principals as to each matter set
   forth herein (except as to Section 6.2.1 and 6.2.2 for which each Midland
   Principal represents severally as to himself and in the case of Section
   6.2.2, jointly and severally as to each entity named therein in which such
   Midland Principal owns an equity interest), by each Property Entity, as to
   itself, and by each Midland Affiliate, as to itself, and as to each
   Property Entity in which it owns an equity interest:

            6.2.1 Retained Properties.  Other than the real property
   constituting Excluded Assets and the real property identified on Schedule
   6.2.1, such Midland Principal does not, directly or indirectly, (a) own
   more than a 20% interest in real property which is either presently or is
   contemplated to be a grocery store anchored shopping center ("Grocery
   Related Real Estate") and which is not an Asset or an Option Property
   hereunder, (b) possess the right to acquire any interest in Grocery
   Related Real Estate ("Acquisition Rights") which is not an Acquisition
   Contract, or (c) possess the right, directly or indirectly, to develop or
   redevelop Grocery Related Real Estate ("Development Rights") other than
   the Development Contracts.  For purposes of this Section 6.2.1, a Midland
   Principal's passive investment in securities of a publicly traded
   enterprise which, together with any of such Midland Principal's
   Affiliates, does not exceed 5% of the outstanding shares of the publicly-
   traded stock of such enterprise shall not constitute the foregoing
   indirect ownership or possession.

            6.2.2 Securities.  

                  (a)  Such Property Entity will acquire the Units for its
   own account and not with a view to or for sale in connection with any
   public distribution thereof within the meaning of the Securities Act,
   except that the Units may be distributed to the Unit Recipients pursuant
   to the transactions contemplated by this Agreement, and such Midland
   Principal receiving Units in such distribution will acquire such Units for
   his own account and not with a view to or for sale in connection with any
   public distribution.

                  (b)  Such Midland Principal, Property Entity and Midland
   Affiliate has sufficient knowledge and experience in financial and
   business matters to enable him or it to evaluate the merits and risks of
   investment in the Units and the Common Stock issuable upon exercise of the
   Redemption Rights (collectively, the "Regency Securities"), and has the
   ability to bear the economic risk of acquiring the Regency Securities.

                  (c)  Such Midland Principal, Property Entity and Midland
   Affiliate has been furnished with a copy of the Regency Exchange Act
   Reports and all other materials which he or it has requested from Regency,
   and such Midland Principal, Property Entity and Midland Affiliate has had
   a full opportunity to ask questions of and receive answers from Regency or
   Persons acting on behalf of Regency concerning Regency and the terms and
   conditions of the acquisition of the Regency Securities.

                  (d)  Such Midland Principal, Property Entity and Midland
   Affiliate hereby acknowledges that the Regency Securities are not
   registered under the Securities Act or any state securities Laws and
   cannot be resold without registration thereunder or exemption therefrom. 
   Such Midland Principal, Property Entity and Midland Affiliate agrees that
   he or it will not transfer all or any portion of the Regency Securities
   except as contemplated hereby unless such transfer has been registered or
   is exempt from registration under the Securities Act and any applicable
   state securities Laws, and he or it shall require the Unit Recipients to
   be bound by the same agreement as a condition of the distribution to them
   of the Units.  The Regency Securities shall, unless otherwise registered,
   contain a prominent legend with respect to the restrictions on transfer
   under the Securities Act and other applicable state securities Laws.

                  (e)  To the knowledge of the Midland Principals, no more
   than 35 Unit Recipients do not qualify as an "accredited investor," as
   such term is defined in Regulation D promulgated under the Securities Act. 
   Each such Midland Principal is such an "accredited investor."

                  (f)  Schedule 6.2.2(f) lists the jurisdiction of residence
   of each Unit Recipient.

            6.2.3 Distributions and Payments.  Upon obtaining the consents
   set forth in Schedule 6.1.2(b) applicable to such Property Entity and upon
   the execution of the other documents contemplated by this Agreement,
   Midland Affiliate or Joint Venture, the allocation of the consideration,
   including Units and Additional Units, to be received in exchange for the
   Assets among all of the equity owners of the respective Contributor as
   described in Article 2 of this Agreement (including the Allocation Chart)
   or set forth elsewhere in the Transaction Documents will not violate (or
   when such Transaction Document is executed will not violate) any of the
   partnership agreements or other governing documents applicable to such
   Property Entity, Joint Venture or Midland Affiliate, and neither the
   Partnership nor Regency shall have any Liability as to any such matters. 
   The Midland Principals represent and warrant that such allocation among
   all the Contributors of the consideration, including Units and Additional
   Units, to be received in exchange for the Assets will not violate any
   governing documents, agreements or duties applicable to any Property
   Entity, Joint Venture or Midland Affiliate, and neither the Partnership
   nor Regency shall have any Liability as to any such matters.

            6.2.4 Tax Advice.  The Midland Principals, Property Entities,
   Joint Ventures and Midland Affiliates have relied on their accountants,
   attorneys and other advisors for advice in connection with structuring the
   transactions contemplated by this Agreement and are not relying on Regency
   or Regency's accountants, attorneys or other advisors with regard to the
   structure of such transactions.

            6.2.5 Foreign Person.  No Unit Recipient, Property Entity or
   Midland Affiliate is a "foreign person" within the meaning of Section
   1445(f)(3) of the Code, and each Unit Recipient, Property Entity and
   Midland Affiliate will furnish to the Partnership, if requested by the
   Partnership, an affidavit in form satisfactory to the Partnership
   confirming the same.

            6.2.6 No Employees.  Except as set forth on Schedule 6.2.6, no
   Property Entity or Joint Venture has ever had any employees.

            6.2.7 Brokers.  Except as disclosed on Schedule 6.2.7, neither
   Regency, the Partnership nor any Affiliate of either has or shall have any
   Liability or otherwise suffer or incur any loss as a result of or in
   connection with any brokerage or finder's fee or other commission of any
   Person retained by any Midland Principal, Property Entity, Joint Venture
   or Midland Affiliate in connection with the transactions contemplated by
   this Agreement.

            6.2.8 Insolvency.  There is not pending (nor to the knowledge of
   such Property Entity or such Midland Affiliate threatened) against any
   Property Entity, Joint Venture or Midland Affiliate a petition in
   bankruptcy or any other insolvency proceeding, whether voluntary or
   otherwise, any petition seeking reorganization or arrangement or
   appointment of a receiver or trustee, or any other action brought under
   the bankruptcy laws of the United States or any state, nor has any
   Property Entity, Joint Venture or Midland Affiliate made an assignment for
   the benefit of creditors, nor entered into an arrangement with creditors,
   nor admitted in writing its inability to pay debts as they become due.

        6.3       Additional Matters Relating to Joint Ventures.  Each
   Midland Affiliate that owns an interest in a Joint Venture and each
   Midland Principal owning an interest in such Midland Affiliate hereby
   represents and warrants as follows with respect to such Joint Venture:

            6.3.1 Tax Matters.  The Joint Venture is qualified, and since the
   date of its formation has been qualified to be treated as a partnership
   for federal income tax purposes.  The Joint Venture has never applied for
   any Tax ruling or entered into a closing agreement with any Taxing
   authority.  

            6.3.2 No Defaults.  Except to the extent any default or non-
   compliance is not likely to cause a Material Adverse Effect as to such
   Joint Venture, the Joint Venture has not:  (a) breached any provision of,
   nor is it in default under the terms of, any Contract to which it is a
   party or under which it has any rights or by which it is bound or which
   relates to its businesses, Assets or Option Properties and to the
   knowledge of the Midland Affiliate, no other party to any such Contract
   has breached such Contract or is in default thereunder (nor has the Joint
   Venture waived any such default), and to the knowledge of the Midland
   Affiliate, no event has occurred and no condition or state of facts exists
   which with the passage of time or the giving of notice, or both, would
   constitute such a default or breach by the Joint Venture or by any such
   other party, or give right to an automatic termination or the right of
   discretionary termination thereof; (b) each of the Joint Venture and the
   Midland Affiliate owning an interest therein has complied with its
   obligations, and has not breached any of its duties, under the respective
   partnership agreement or other documents governing such entity; (c) each
   of its Assets and Option Properties is in compliance with, and no
   violation exists under, any Law or Order applicable in any way to the
   Joint Venture, any of its Assets or Option Properties; and (d) no notice
   from any Government Entity has been received by or on behalf of the Joint
   Venture claiming any violation of any Law (including any building, zoning
   or other ordinance) or Order, or requiring any work, construction or
   expenditure.

            6.3.3 Other.  Except as disclosed on Schedule 6.3.3, the Joint
   Venture has not succeeded to the Liabilities of any other Person by
   operation of Law pursuant to a purchase of stock, merger, consolidation or
   similar transaction.  

        6.4       Additional Representations of Midland Development.  The
   following representations are made by Midland Development and by each
   Midland Principal, jointly and severally:

            6.4.1 No Defaults.  Except to the extent any default or non-
   compliance is not likely to cause a Material Adverse Effect as to Midland
   Development or the Third Party Management Assets, Midland Development has
   not:  (a) breached any provision of, nor is it in default under the terms
   of, any Contract to which it is a party or under which it has any rights
   or by which it is bound or which relates to its business and Assets and to
   the knowledge of the Midland Principals, no other party to any such
   Contract has breached such Contract or is in default thereunder (nor has
   Midland Development waived any such default), and no event has occurred
   and no condition or state of facts exists which with the passage of time
   or the giving of notice, or both, would constitute such a default or
   breach by Midland Development or by any such other party, or give right to
   an automatic termination or the right of discretionary termination
   thereof; (b) Midland Development has complied with its obligations, and
   has not breached any of its duties, under the documents governing such
   entity; (c) its Assets are in compliance with, and no violation exists
   under, any Law or Order applicable in any way to Midland Development or
   its Assets; and (d) no notice from any Government Entity has been received
   by or on behalf of Midland Development claiming any violation of any Law
   (including any building, zoning or other ordinance) or Order, or requiring
   any work, construction or expenditure.

            6.4.2 Management Contracts.  Except as disclosed on Schedule
   6.4.2 and except as would not be likely to cause a Material Adverse Effect
   as to Midland Development or the Third Party Management Assets, no other
   party to a Management Contract has rights of set-off or counterclaim
   against Midland Development under such Management Contract.  Except as set
   forth on Schedule 6.4.2, neither Midland Development nor any Midland
   Principal has received notice of termination of any Management Contract
   from any other party thereto, nor is Midland Development or any Midland
   Principal aware that any other party presently intends to terminate, or
   contemplates terminating a Management Contract.

            6.4.3 Permits.  To the knowledge of Midland Development and each
   Midland Principal, except as provided on Schedule 6.4.3, the Third Party
   Management Business possesses all of the permits, certificates,
   franchises, rights, variances, interim permits, approvals, authorizations
   or consents, whether federal, state, local or foreign, currently necessary
   for the lawful operation of such business, the absence of which would have
   a Material Adverse Effect.

            6.4.4 Title To and Condition of Assets.  Midland Development has
   good and marketable title to its Assets, free and clear of all Liens other
   than the Permitted Exceptions.  To the knowledge of the Midland Principals
   and Midland Development, the tangible assets constituting the Assets owned
   by Midland Development are free from defects that would have a Material
   Adverse Effect on Midland Development or the Third Party Management
   Business.

            6.4.5 Employee Benefit Plans.

                  (a)  Disclosure.  Schedule 6.4.5 identifies each employee
   benefit plan, fund, program, contract, policy or arrangement covering or
   benefitting employees of Midland Development, including, but not limited
   to, all "employee benefit plans," as defined in Section 3(3) of ERISA, and
   specifically including each retirement, pension, profit sharing, stock
   bonus, savings, thrift, bonus, medical, health, hospitalization, welfare,
   life insurance, disability, accident insurance, group insurance, sick pay,
   holiday and vacation programs, executive or deferred compensation plans or
   contracts, stock purchase, stock option or stock appreciation rights,
   plans or arrangements, employment and consulting contracts, and severance
   agreements or plans (collectively, the "Employee Benefit Plans").  With
   respect to each of the Employee Benefit Plans:

                       (1)  No such plan has been terminated so as to
   subject, directly or indirectly, the Transferees, the Assets, or the
   Option Properties to any Liability or the imposition of any Lien;

                       (2)  If any such plan were terminated, neither the
   Transferees, the Assets nor the Option Properties would be subject,
   directly or indirectly, to any Liability or the imposition of any Lien;

                       (3)  No condition or event has occurred, currently
   exists or currently is expected to occur, including violations of any
   Laws, that could subject, directly or indirectly, the Transferees, the
   Assets or the Option Properties to any Liability or the imposition of any
   Lien;

                       (4)  No such plan is a "multiemployer plan" or
   "defined benefit plan" (as defined in Section 4001 of ERISA), and neither
   Midland Development nor any member of its controlled group (as defined in
   Section 4001(a)(14) of ERISA) has ever contributed or been obligated to
   contribute to any such plan; and

                       (5)  There have been no "prohibited transactions"
   within the meaning of Section 406 or 407 of ERISA or Section 4975 of the
   Code for which a statutory or administrative exemption does not exist, and
   the consummation of the transactions contemplated by this Agreement will
   not result in any prohibited transaction.

                  (b)  Successor Liability.  No condition or event could
   subject, directly or indirectly, the Transferees, the Assets or the Option
   Properties to any Liability or the imposition of any Lien under ERISA as a
   result of Midland Development having succeeded to the Liabilities of any
   other Person by operation of law pursuant to a purchase of assets or
   stock, merger, consolidation or similar transaction prior to the First
   Closing Date.

            6.4.6 Other Employee Matters.  Midland Development has and
   currently is conducting its business in full compliance with all Laws
   relating to employment and employment practices, terms and conditions of
   employment, wages and hours and nondiscrimination in employment, the
   violation of which would have a Material Adverse Effect on any Property
   Entity, Joint Venture, the Third Party Management Assets or the
   transactions contemplated by this Agreement.

        6.5       As to the Properties.  Each Property Entity (other than
   Midland Development), as to itself, each Midland Affiliate, as to itself
   and as to any Property Entity or Joint Venture in which it owns an
   interest, and each Midland Principal, as to himself and to each of the
   foregoing in which he owns an equity interest, makes the representations
   and warranties set forth in this Section 6.5.  For purposes of this
   Section 6.5, each Property Entity (other than Midland Development) and
   Joint Venture is referred to as a "Property Owner."  

            6.5.1 Title; Purchase Commitments.  Except for that portion of
   the Worthington Shopping Center which is a ground leasehold interest held
   by the Property Owner as a tenant, the Property Owner is the sole owner
   of, and has had good and indefeasible title to an undivided fee simple
   interest in its Properties and Option Properties, subject only to the
   Permitted Exceptions.  The Property Owner shall cause the encumbrances
   listed on Schedule 6.5.1 to be fully paid and discharged of record on or
   prior to the First Closing Date.  The Property Owner has not entered into
   any agreement to lease, sell, mortgage or otherwise encumber or dispose of
   its interest in its Properties and Option Properties or any part thereof,
   except with respect to the Existing Mortgage Debt, the Permitted
   Exceptions, and this Agreement.

            6.5.2 Physical Condition.  All buildings and improvements on the
   Properties of the Property Owner and all Personal Property constituting a
   part thereof, including, without limitation, all heating and air
   conditioning equipment, plumbing and electrical systems and paving are in
   as good condition and repair as was the case on the date of Regency's (or
   its representatives') on-site inspection of such Properties (as set forth
   in Schedule 6.5.2), except items calling for repair due to normal wear and
   tear.  Without limiting the generality of the foregoing, except for the
   Properties set forth on Schedule 6.5.2 or as disclosed in the Capital
   Expenditure Budget and Schedule, to the knowledge of such Property Owner,
   Midland Affiliate and Midland Principal, the roofs, walls and foundations

   of the buildings are free from leaks and seepage of moisture except as
   disclosed in the engineering reports prepared on behalf of Regency or the
   applicable Transferee in respect of such Properties or in Schedule 6.5.2.

            6.5.3 Rentable Area and Parking Spaces.  With the exception of
   the Development Properties and Acquisition Properties, each Property of
   the Property Owner, on the First Closing Date, will contain the number of
   square feet of rentable area and number of parking spaces specified in
   Schedule 6.5.3.  Each Development Property and Acquisition Property is
   projected to contain the number of square feet of rentable area and number
   of parking spaces specified in Schedule 6.5.3.

            6.5.4 Compliance with Laws.  To the knowledge of such Property
   Owner, Midland Affiliate and Midland Principal (without inquiry of any
   tenants of the Properties or Option Properties), other than non-compliance
   or violations which are not likely to have a Material Adverse Effect, each
   Property or Option Property of such Property Owner and the operation
   thereof conform with all applicable Laws of all applicable public
   authorities and private restrictions except for non-conformity or
   violations which are disclosed on Schedule 6.5.4, and each such Property
   (or in the case of Development Properties and Acquisition Properties, upon
   completion) may be operated in its present manner as a shopping center and
   with all accessory uses which now exist for such Property without
   violating any federal, state, local or other governmental building,
   zoning, health, safety (including, without limitation, fire and life
   safety), disability-related, platting or subdivision Laws, or any
   applicable private restrictions, and no such use is a preexisting,
   nonconforming use.  Except as contained in Schedule 6.5.4, no notices or
   citations of any applicable private restriction or of the violation of any
   zoning regulation or directive of any governmental authority or
   authorities having jurisdiction relating to any such Property or Option
   Property or any parts thereof have been received by the Property Owner,
   Midland Affiliate or Midland Principal other than restrictions or
   violations not likely to have a Material Adverse Effect.

            6.5.5 Insurability.  Neither the Property Owner, the Midland
   Affiliate nor the Midland Principal, nor to the knowledge of such Property
   Owner, Midland Affiliate or Midland Principal, any tenant of any Property
   or Option Property of such Property Owner, has received any notices from
   any insurance company of any defects or inadequacies in such Property or
   Option Property or any part thereof which would affect adversely the
   insurability of such Property or Option Property, and, to the knowledge of
   the Property Owner, Midland Affiliate or Midland Principal, each such
   Property or Option Property complies with the requirements of all
   insurance carriers providing insurance therefor.

            6.5.6 Utilities; Permits.  Except for the Properties set forth on
   Schedule 6.5.6, all water, sewer, gas (if any) , electric, telephone and
   drainage facilities and any other utilities required by law for the normal
   operation of each Property of the Property Owner are installed to the
   property line thereof and are connected with valid permits, and are
   sufficient to permit full compliance with all requirements of Law and of
   the Leases applicable thereto.  Except for the Properties set forth on
   Schedule 6.5.6, all permits and connection fees with respect to such
   Properties are fully paid and any action necessary on the part of the
   Property Entity to transfer such permits will be accomplished as of the
   First Closing.

            6.5.7 Contract Payments.  Except for the Development Properties,
   the applicable Property Owner will have paid for all work, labor and
   material furnished to each Property on or prior to the First Closing Date
   except as disclosed on Schedule 6.5.7 in respect of the punch list items
   for which there is retainage, and there will be no Liens or the
   possibility thereof in connection therewith relating to any work or labor
   done or materials furnished prior to the First Closing Date, except as
   disclosed on Schedule 6.5.7.

            6.5.8 Assessments.  Each Property of the Property Owner is
   assessed for full value as a completed unit for real estate tax purposes,
   except as set forth on Schedule 6.5.8.  Except as set forth on Schedule
   6.5.8, neither the Property Owner, the Midland Affiliate nor the Midland
   Principal has received any notice or order from any governmental authority
   in respect of any proposed change in the valuation of such Property or
   Option Property for personal property or real estate tax purposes from
   that assessed for the current assessment period, nor do such Property
   Owner, Midland Affiliate or Midland Principal know of any action or
   proceeding designed to levy any special assessments against such Property
   or Option Property.  Neither the Property Owner, the Midland Affiliate nor
   the Midland Principal have been notified of possible future improvements
   by any public authority, any part of the cost of which would or might be
   assessed against such Property or Option Property or of any contemplated
   future assessments of any kind, except as set forth on Schedule 6.5.8.

            6.5.9 Accuracy of Documents.  The Contracts, Leases and other
   documents pertaining to each Property or Option Property of the Property
   Owner which have been or will be delivered by the Property Owner to the
   applicable Transferee hereunder will be true, accurate and complete and
   constitute all Leases and Contracts with respect to such Property or
   Option Property as of the First Closing Date.

            6.5.10     Rent Roll and Leases.  The Rent Rolls attached hereto
   as Schedule 1.1.124 are complete and accurate as to each Property and
   Option Property of the Property Owner; each Lease with respect to such
   Property or Option Property is in full force and effect; no tenant or any
   other person has any option to renew or extend its Lease except to the
   extent indicated on Schedule 6.5.10 and no tenant or any other person has
   any other right to possess or acquire any interest in any part of such
   Property or Option Property; to the knowledge of the Property Owner, the
   Midland Affiliate or the Midland Principal, no tenant under the Leases
   with respect to such Property or Option Property is in default thereunder
   except to the extent indicated on Schedule 6.5.10; the landlord under each
   of such Leases has neither committed nor suffered any act or omission
   which with the giving of notice or the lapse of time, or both, would
   constitute a default on its part, or would entitle the respective tenants
   thereunder to damages under the terms of any of such Leases or a right of
   set-off or a right to terminate the Lease; none of the tenants has
   notified any Property Owner, Midland Affiliate or Midland Principal in
   respect of any materially defective condition of such Property or Option
   Property or of any material alleged default on the part of any such
   Property Owner, Midland Affiliate or Midland Principal except to the
   extent indicated on Schedule 6.5.10; no tenant under any of such Leases
   has paid any rental more than thirty (30) days in advance (other than as
   required by its Lease) or is in arrears in rent payments for more than
   thirty (30) days, except to the extent listed on Schedule 6.5.10; except
   as provided in Schedule 6.5.10 as of the date hereof in respect of such
   Property or Option Property, all tenants have accepted and are occupying
   the leased premises; except as set forth in such Leases or in Schedule
   6.5.10, no tenant is entitled to receive any concession, rental or
   otherwise, or other similar compensation in connection with renting the
   space it occupies or by reason of any reduction in service; except as
   provided in Schedule 6.5.10, the Property Owner has eliminated or
   satisfied all of the landlord's obligations under such Leases which are
   conditions to the obligations of the respective tenants thereunder to pay
   rent.  Neither the Property Owner, the Midland Affiliate or the Midland
   Principal have any obligation continuing after the First Closing Date to
   do any maintenance or make any improvements in respect of any leased
   premises except as set forth in Schedule 6.5.10 and no commissions to any
   broker or leasing agent are due or will become due on account of any of
   such Leases or upon extension or renewal of the term thereof or upon the
   leasing of additional space in such Property or Option Property, whether
   or not pursuant to an option or other right contained in any such Lease,
   except as set forth in Schedule 6.5.10 or except to the extent reflected
   in the "Proration Items."  

            6.5.11     Permits.  To the knowledge of such Property Owner,
   Midland Affiliate and Midland Principal, the copies of the licenses and
   permits delivered by the Property Owner to the applicable Transferee prior
   to the First Closing Date constitute all licenses and permits (and with
   the exception of the Development Properties, including, without
   limitation, occupancy permits) which are required from all governmental
   authorities having jurisdiction over each Property or Option Property of
   such Property Owner which are necessary for the operation thereof in the
   manner operated by the Property Owner at the time of the First Closing or
   to insure vehicular and pedestrian ingress to and egress from such
   Property or Option Property and neither the Property Owner, the Midland
   Affiliate or the Midland Principal have received any notice regarding, nor
   do such Property Owner, Midland Affiliate or Midland Principal have any
   knowledge of, any default or violation under any of such licenses or
   permits or any other licenses or permits applicable to such Property or
   Option Property.

            6.5.12     Service Contracts.  No Property Owner, Midland
   Affiliate or Midland Principal has any written or, to the knowledge of
   such Property Owner, Midland Affiliate or Midland Principal, oral contract
   for services, equipment, supplies or the like relating to the ownership,
   operation or management of any Property or Option Property of such
   Property Owner, including, but not limited to, management, rubbish
   removal, equipment leasing, furnishing of supplies, cleaning or employment
   contracts other than those listed on Schedule 1.1.134 and other than those
   which are terminable without penalty on thirty (30) days or less notice or
   requiring less than $10,000 in aggregate payments over the remaining terms
   of the contract.  Each of such Contracts is in full force and effect, no
   default or any event which with notice or lapse of time or both would
   constitute a default exists under any such Contract and all payments are
   current thereunder.  

            6.5.13     Security Deposits.  All security deposits to be paid
   by tenants pursuant to the Leases on the Property or Option Property of
   such Property Owner which require security deposits have been paid and the
   amount of security deposits (and interest thereon, if required to be paid
   by law) that will be transferred to the applicable Transferee (as set
   forth in Schedule 6.5.13) will be equal to the total amount of the
   security deposits made by tenants (plus interest thereon to the extent
   applicable) pursuant to such Leases that are in effect on the First
   Closing Date.

            6.5.14     Condemnation.  Except as set forth on Schedule 6.5.14,
   there are no condemnation, environmental, zoning or other land use
   regulations or proceedings pending of which the Property Owner has
   received written notice or, to the knowledge of the Property Owner,
   Midland Affiliate or Midland Principal, contemplated which would affect
   all or any part of any Property or Option Property of such Property Owner. 
   No portion of any such Property or Option Property has been affected by
   fire or other casualty, except for such portions which have been fully
   repaired or restored to their condition prior to such fire or other
   casualty.

            6.5.15     Environmental Matters.  For purposes of this
   subparagraph 6.5.15, the following definitions apply:

                  (a)  "Environmental Conditions" means circumstances in
        respect of soil, surface waters, groundwaters, stream sediment, air
        and similar environmental media, both on-site and off-site a Property
        or Option Property, that could require remedial action and/or that
        may result in claims and/or demands by and/or liabilities to third
        parties, including, but not limited to governmental entities. 
        Environmental Conditions shall include those discovered after the
        First Closing Date that do not directly result from the applicable
        Transferee's (or their assignees') operation of the Properties or
        Option Properties after the applicable Closing Date.

                  (b)  "Environmental Assessment Reports" means all
        environmental studies, reports, surveys and assessments made by
        environmental consultants on behalf of any of the Property Owner,
        Midland Affiliate or Midland Principal or Regency or the applicable
        Transferee.

                  (c)  "Existing Environmental Compliance Liability" means
        any or all claims and/or demands by and/or liabilities to third
        parties including, but not limited to, governmental entities arising
        from any and all Laws applicable to any Property or Option Property
        as of or prior to the First Closing Date for such Property or Option
        Property, including, without limitation, compliance with all Permits.

                  (d)  "Hazardous Materials" means any petroleum, petroleum
        products, fuel oil, explosives, reactive materials, ignitable
        materials, corrosive materials, hazardous chemicals, hazardous
        wastes, hazardous substances, extremely hazardous substances, toxic
        substances, toxic chemicals, radioactive materials, infectious
        materials and any other element, compound, mixture, solution or
        substance which may pose a present or potential hazard to human
        health or the environment.

                  (e)  "Laws" shall mean all applicable laws, ordinances or
        regulations existing on or before the Closing Date for such Property
        or Option Property relating to the environment, including, without
        limitation, those pertaining to air and water quality, solid waste,
        Hazardous Materials, worker and community right-to-know hazardous
        materials communication, toxic substance control, radioactive
        material management and waste disposal.

                  (f)  "Notice" shall mean any written communication in
        respect of such Property or Option Property from the United States
        Environmental Protection Agency ("USEPA"), Department of
        Environmental Protection of the state where each Property or Option
        Property is located, or any other federal, state or local agency or
        authority, or any other entity or any individual, concerning any
        intentional or unintentional act or omission which has resulted in or
        which may result in the Release of any Hazardous Material into the
        environment including, the surface water, groundwater, soil, air or
        other environmental media, or other violation or alleged violation of
        environmental laws and shall expressly include the imposition of any
        lien pursuant to any Laws.

                  (g)  "Permits" shall mean permits, consents, licenses,
        certificates, approvals, registrations or authorizations in
        connection with environmental matters as required by the Laws.

                  (h)  "Release" means releasing, spilling, leaking, pumping,
        pouring, emitting, emptying, discharging, ejecting, escaping,
        leaching, disposing, seeping, infiltrating, draining or dumping in
        violation of any Laws.   This term shall be interpreted to include
        both the present and past tense, as appropriate.

   Except as disclosed in the Environmental Assessment Reports described in
   Schedule 6.5.15:

        To the knowledge of such Property Owner, Midland Affiliate or Midland
        Principal, there are no Permits which are required by the Laws.  To
        the knowledge of such Property Owner, Midland Affiliate or Midland
        Principal, each of the Property Owner, Midland Affiliate and Midland
        Principal has been and is in compliance with and has no liability or
        obligation arising under applicable Laws in respect of the Properties
        or Option Properties of such Property Owner.  Neither the Property
        Owner, Midland Affiliate nor Midland Principal has received any
        Notice from any applicable governmental agency seeking any
        information or alleging any violation of such Laws in connection with
        such Properties or Option Properties.  Neither the Property Owner,
        Midland Affiliate nor Midland Principal has caused or permitted any
        such Property or Option Property to be used to generate, manufacture,
        refine, transport, treat, store, handle, dispose, transfer, produce
        or process any Hazardous Materials or solid waste, except in
        compliance with all applicable laws and has not caused or permitted
        and the Property Owner, Midland Affiliate and Midland Principal have
        no knowledge of the Release of any such Hazardous Materials on-site
        of such Properties or Option Properties.  To the knowledge of such
        Property Owner, Midland Affiliate or Midland Principal, no buildings
        or other improvements on any such Property or Option Property
        contains any asbestos or other Hazardous Materials, and no such
        materials are located on, in or under any such Property or Option
        Property, except to the extent they comply with applicable Laws. 
        There is not located at any such Property or Option Property any
        underground or above-ground tanks; to the knowledge of such Property
        Owner, Midland Affiliate or Midland Principal, the removal of any
        tank previously removed from such Properties or Option Properties has
        been carried out in compliance with all applicable Laws.  To the
        knowledge of such Property Owner, Midland Affiliate or Midland
        Principal, no condition, circumstance or set of facts exists in
        respect of such Properties or Option Properties that constitutes a
        significant hazard to health, safety, property or the environment for
        which any of the Property Owner, Midland Affiliate and Midland
        Principal is or may be liable under the Laws.  No representation,
        warranty or statement of such Property Owner, Midland Affiliate or
        Midland Principal contained in this Agreement or contained in any
        exhibit, certificate, schedule or other document furnished by the
        Property Owner, Midland Affiliate and Midland Principal to Regency or
        the applicable Transferee, pursuant to this Section 6.5.15 or in
        connection with a transaction contemplated in this Section 6.5.15,
        contains any untrue statement of a material fact or omits disclosing
        a material fact with regard to environmental matters.  The applicable
        Transferee and such Property Owner, Midland Affiliate or Midland
        Principal recognize that present, past or future Environmental
        Conditions may exist which could require remedial action and/or may
        result in claims and/or demands by and/or liabilities to third
        parties, including, but not limited to, governmental entities. 
        Subject to the limitations set forth in Schedule 6.5.15, it is the
        obligation of the Property Owner, Midland Affiliate and Midland
        Principal to comply or ensure compliance with all matters arising out
        of all Laws, agreements with governmental entities, and court and
        administrative orders in respect of on-site and off-site
        Environmental Conditions which may exist at each such Property on the
        First Closing Date, or Option Property on the applicable closing
        date, and which do not become Environmental Conditions as a result of
        a change in the Laws after the First Closing Date or applicable
        closing date.  Such obligation, and any liability that such Property
        Owner, Midland Affiliate or Midland Principal may have for any breach
        thereof, shall survive the First Closing for the period of time set
        forth in Section 13.1, below (the "Survival Period") and shall
        include Environmental Conditions discovered after the First Closing
        Date but within the Survival Period.  In the event that the
        applicable Transferee is notified by a third party or governmental
        entity or discovers the existence of any Environmental Condition
        prior to the expiration of the Survival Period, the result of which
        may require remedial action or form the basis for the assertion of a
        claim by any third party, including claims of governmental entities,
        such Transferee shall notify such Property Owner, Midland Affiliate
        and Midland Principal prior to the expiration of the Survival Period
        thereof, and subject to the limitations set forth in Article 13
        below, the Property Owner, Midland Affiliate and Midland Principal
        shall proceed with due diligence to take the appropriate action and
        respond thereto.  In the event that the Property Owner, Midland
        Affiliate and Midland Principal fail to proceed with due diligence,
        such Transferee, at its option, may proceed to take the appropriate
        action and shall continue to have all rights to indemnity as set
        forth in this Agreement.

            6.5.16     Flood Hazard.  To the knowledge of such Property
   Owner, Midland Affiliate or Midland Principal, no buildings now existing
   or to be constructed prior to the First Closing Date on any Property or
   Option Property of the Property Owner are or will be located in an area
   designated by any governmental entity as a flood hazard zone, except as
   disclosed on the Surveys performed in respect of such Property or Option
   Property.

            6.5.17     Zoning.  Each Property or Option Property of the
   Property Owner is zoned to permit the continued existence on the Real
   Property comprising a portion of such Property or Option Property of the
   buildings and other improvements now located thereon without relying on
   any variance or other waiver of the requirements of the applicable zoning
   laws except as disclosed on Schedule 6.5.17; no application for variance
   or change in zoning is pending; and each such Property or Option Property
   comprises a real estate tax lot or lots taxed separately from any other
   property, except as disclosed on Schedule 6.5.17.

            6.5.18     Access.  Except for those Properties or Option
   Properties set forth on Schedule 6.5.18, each Property or Option Property
   of the Property Owner has direct access to all streets and roadways
   abutting such Property or Option Property, as shown on the Survey
   performed in respect of such Property or Option Property, and all such
   streets and roadways are dedicated streets and roadways which have been
   accepted by the appropriate governmental authority.

            6.5.19     No Defects.  Neither the Property Owner, Midland
   Affiliate nor Midland Principal has any knowledge of any defective
   condition (latent or otherwise) in respect of the Properties or Option
   Properties of such Property Owner or any condition which is likely to have
   a Material Adverse Effect on the ownership, operation or maintenance of
   any such Property or Option Property.

            6.5.20     Use of Property.  Neither such Property Owner, Midland
   Affiliate nor Midland Principal knows of any facts or has misrepresented
   or failed to disclose any material fact which would prevent the applicable
   Transferee from using and operating any Property or Option Property of
   such Property Owner after the First Closing Date as a shopping center
   except as set forth on Schedule 6.5.20.

            6.5.21     No Default.  The execution, delivery or performance of
   this Agreement will not constitute a default under any agreement, Lease,
   Contract, Permitted Exception, indenture, order or other instrument or
   document by which the Property Owner or any Property or Option Property of
   such Property Owner may be bound, subject to any consents required to be
   obtained by the Property Owner (which consents are identified on Schedule
   6.1.2(b)) or which are a condition for Closing pursuant to Section 8.2 of
   this Agreement.  Such Property Owner, Midland Affiliate and Midland
   Principal agree to use their best efforts to obtain all such consents
   prior to the First Closing Date.

            6.5.22     Development Properties.  A true and correct copy has
   previously been furnished to Regency of the budget and development or
   redevelopment schedule therefor prepared by or for the Property Owner as
   applicable, for each of the Development Properties of such Property Owner
   and to the extent they have been prepared for any Acquisition Property of
   such Property Owner, each dated as of the date set forth on Schedule
   6.5.22 (collectively, as they may be amended pursuant to Section 5.10, the
   "Development Budget and Schedule").  Except as set forth on Schedule
   6.5.22, each such Development Property is zoned for the lawful development
   and/or redevelopment thereon, and the Property Owner has obtained all
   permits, licenses, consents and authorizations required for the current
   stage of development or redevelopment thereon.  To the knowledge of the
   Property Owner, Midland Affiliate and Midland Principal, except as set
   forth on Schedule 6.5.22, there are no material impediments to or
   constraints on the development or redevelopment of any such Development
   Property, substantially within the time frame and not substantially in
   excess of the cost set forth in the Development Budget and Schedule
   applicable thereto.  To the knowledge of the Property Owner, Midland
   Affiliate and Midland Principal, in the case of each such Development
   Property, the development or redevelopment of which has commenced, the
   costs and expenses incurred in connection with such Development Property
   and the progress thereof are consistent and substantially in compliance
   with all aspects of the Development Budget and Schedule applicable
   thereto, except as disclosed in Schedule 6.5.22.  The Property Owner,
   Midland Affiliate and Midland Principal have made available to Regency all
   feasibility studies, soil tests, due diligence reports and other studies,
   tests or reports performed by or for the Property Owner, Midland Affiliate
   and Midland Principal, or otherwise in their possession, which relate to
   the Development Properties. 

            6.5.23     Acquisition Properties.  Each Acquisition Contract of
   the Property Owner is enforceable by such Property Owner and neither such
   Property Owner, nor to such Property Owner's knowledge, any other party
   thereto, is in default under any such Acquisition Contract.  Without
   limiting the foregoing, the contract seller is not in breach of any
   representations and warranties made by it in any such Acquisition
   Contract.  

            6.5.24     Work Contracts.  The Work Contracts relating to
   Properties of the Property Owner are in full force and effect, no party is
   in material default thereunder or under any construction loans applicable
   thereto, nor are there any facts or circumstances which with the passage
   of time or the giving of notice, or both, would result in any such
   material default, except as disclosed in Schedule 6.5.24.  To the
   knowledge of such Property Owner, Midland Affiliate or Midland Principal,
   except as disclosed in Schedule 6.5.24, the progress and remaining
   expenditures under such Work Contracts are substantially consistent with
   the Development Budget and Schedule, the TI Budget and Schedule and the
   Capital Expenditures Budget and Schedule.  To the knowledge of such
   Property Owner, Midland Affiliate or Midland Principal, except as
   disclosed in Schedule 6.5.24, any remaining work under such Work Contracts
   to be performed after the First Closing will not exceed substantially the
   amounts budgeted therefor on the foregoing schedules.  To the knowledge of
   such Property Owner, Midland Affiliate or Midland Principal, except as
   disclosed in Schedule 6.5.24, the work remaining under such Work Contracts
   will be sufficient to complete the respective projects to which they
   relate, without material change orders, so as to comply with existing
   development obligations of such Property Owner (including, without
   limitation, obligations under any letters of intent to lease), obligations
   for tenant improvements under Leases with respect to such Properties or
   for repairs or other necessary work.

            6.5.25     Budgets and Projections.  To the knowledge of such
   Property Owner, except as set forth on Schedule 6.5.25, all budgets and
   projections, including without limitation, the Capital Expenditure Budget
   and Schedule and the TI Budget and Schedule for each Property and
   Acquisition Property of such Property Owner represent such Property
   Owner's best estimate of capital expenditures anticipated to be made in
   each year covered by such budget.

        6.6       Limit on Representations.  Except for the express
   representations and warranties set forth in this Agreement, the
   Partnership and Regency acknowledge and agree that the Assets are being
   contributed to the Partnership "as is, where is, and with all faults"
   without any other representation or warranty by the Midland Principals,
   Property Entities, Joint Ventures, Midland Affiliates or any other
   individual or entity, and no such Person nor any other individual or
   entity has made any other express or implied representation or warranty
   with respect to the Assets whatsoever, and except for the representations
   and warranties expressly set forth in this Agreement, the Partnership and
   Regency acknowledge that the Partnership accepts the Assets without
   relying upon any such other representation or warranty whatsoever by such
   Persons or any other Person or entity, and based solely upon the
   Partnership's own inspections, investigations and analysis of the Assets.


                   ARTICLE 7:  REPRESENTATIONS, WARRANTIES AND
                          FURTHER COVENANTS OF REGENCY

        Regency hereby represents, warrants and covenants to the Property
   Entities as of the date of this Agreement as follows.  All representations
   that are made "to Regency's knowledge" means to the actual knowledge of
   the individuals listed on Schedule 7 attached hereto after reasonable
   inquiry.  Regency represents that such individuals are the appropriate
   individuals who, in the course of their duties, would normally be aware of
   material issues and facts affecting Regency.

        7.1       Due Incorporation, etc.

                  (a)  Regency is duly organized, validly existing and in
   good standing under the Laws of the State of Florida, with all requisite
   power and authority to own, lease, operate and sell its assets and to
   carry on its business as it is now being conducted.  Regency is in good
   standing as a foreign entity authorized to do business in each
   jurisdiction where it engages in business, except to the extent such
   violation or failure does not cause or is not reasonably expected to cause
   a Material Adverse Effect.

                  (b)  Regency owns all of the outstanding capital stock of
   its subsidiaries listed on Exhibit 21 of Regency's Form 10-K annual report
   filed with the SEC for the fiscal year ended December 31, 1996, except
   that Regency owns 100% of the outstanding preferred stock and 5% of the
   outstanding common stock of Regency Realty Group, Inc. and of Regency
   Realty Group II, Inc.  Except as set forth on Schedule 7.1(b) and except
   for its interests in its subsidiaries, Regency does not hold any interest
   in any security issued by any other Person.

        7.2       Due Authorization; Consents; No Violations.

                  (a)  Regency has full power and authority to enter into
   this Agreement and to consummate the transactions contemplated hereby. 
   The execution, delivery and performance by Regency of this Agreement have
   been, and the Transaction Documents to be executed and delivered by it
   pursuant to this Agreement shall be, duly and validly approved by Regency,
   and no other proceeding on the part of Regency is necessary to authorize
   this Agreement and the transactions contemplated hereby (other than
   obtaining the consents set forth on Schedule 7.2(b)).  This Agreement has
   been duly and validly executed and delivered by Regency and, assuming due
   authorization (including the consummation of the matters described in the
   foregoing sentence), execution and delivery of this Agreement by the other
   parties hereto, this Agreement constitutes, and the Transaction Documents
   to be executed and delivered by Regency pursuant to this Agreement when
   executed will constitute, valid and binding obligations of Regency
   enforceable in accordance with their respective terms, except as such
   enforceability may be limited by applicable bankruptcy, insolvency,
   moratorium, reorganization, similar laws or court decisions from time to
   time in effect that affect creditors' rights generally and by legal and
   equitable limitations on the availability of specific remedies.  

                  (b)  Except as set forth on Schedule 7.2(b) and except for
   an application to list the Shares issuable pursuant to the transactions
   contemplated by this Agreement on the New York Stock Exchange, no
   consents, waivers, exemptions or approvals of, notices to or filings or
   registrations by Regency with, any Government Entity or any other Person
   not a party to this Agreement are necessary in connection with the
   execution, delivery and performance by Regency of this Agreement or the
   consummation of the transactions contemplated hereby, except to the extent
   the failure to obtain the same does not cause or is not expected to cause
   a Material Adverse Effect on Regency or the transactions contemplated by
   this Agreement.

                  (c)  Upon obtaining those consents set forth on Schedule
   7.2(b) (and assuming receipt of such consents) except to the extent same
   does not cause or is not reasonably expected to cause a Material Adverse
   Effect, the execution, delivery and performance by Regency of this
   Agreement and the Transaction Documents to be executed, delivered and
   performed by Regency pursuant hereto, and the consummation of the
   transactions contemplated hereby and thereby, do not and will not (i)
   violate any Order applicable to or binding on Regency or its assets; (ii)
   violate any Law; (iii) violate or conflict with, result in a breach of,
   constitute a default (or an event which with the passage of time or the
   giving of notice, or both, would constitute a default) under, permit
   cancellation of, accelerate the performance required by, or result in the
   creation of any Lien upon any of Regency's assets under, any contract or
   other arrangement of any kind or character to which Regency is a party or
   by which Regency or any of its assets are bound; (iv) permit the
   acceleration of the maturity of any indebtedness of Regency, or any
   indebtedness secured by any of Regency's assets; or (v) violate or
   conflict with any provision of the Articles of Incorporation or Regency's
   bylaws.

        7.3       Capitalization.  

            7.3.1 The authorized capital stock of Regency consists of (i)
   25,000,000 shares of Common Stock, (ii) 10,000,000 shares of Special
   Common Stock, $0.01 par value, and (iii) 10,000,000 shares of preferred
   stock, $0.01 par value.  As of December 16, 1997, there were 23,991,277
   shares of Common Stock issued and outstanding, and 2,500,000 shares of
   Class B Non-voting Common Stock, par value $0.01, issued and outstanding.

            7.3.2 No shares of Regency's stock are entitled to preemptive
   rights.  Except as disclosed in the Regency Exchange Act Reports, in the
   Articles of Incorporation relating to the Class B Non-voting Common Stock,
   in this Agreement, in the Partnership Agreement or on Schedule 7.3.2,
   there are no outstanding options, warrants, scrip, rights to subscribe to,
   calls or commitments of any character whatsoever relating to, or
   securities or rights convertible into, any shares of capital stock of
   Regency or any of its subsidiaries, or contracts or other arrangements by
   which Regency or any of its subsidiaries is or may become bound to issue
   additional shares of capital stock of Regency or any of its subsidiaries. 
   Regency has furnished to the Property Entities true and correct copies of
   the Articles of Incorporation and Regency's bylaws, as in effect on the
   date hereof.

            7.3.3 Except as set forth on Schedule 7.3.3, Regency has no
   obligation (contingent or otherwise) to purchase, redeem or otherwise
   acquire any of its capital stock or any interest therein or to pay any
   dividend or make any other distribution in respect thereof.

            7.3.4 Except for the agreements listed on Schedule 7.3.4, Regency
   has no knowledge of any voting agreements, voting trusts, stockholders'
   agreement, proxies or other agreements or understandings that are
   currently in effect or that are currently contemplated with respect to the
   voting of any capital stock of Regency.

            7.3.5 All of the outstanding securities of the Company were
   issued in compliance with all applicable federal and state securities
   laws.

        7.4       Valid Issuance of Shares.  The Shares issuable upon the
   exercise of the Redemption Rights will be duly and validly reserved for
   such issuance and will be duly and validly issued, fully paid and
   nonassessable, assuming that such exercise will not result in the value of
   Regency's outstanding equity securities being owned directly or indirectly
   by Persons who are Non-U.S. Persons (as defined in the Articles of
   Incorporation).

        7.5       Regency Exchange Act Reports.

            7.5.1 Since November 5, 1993, Regency has timely filed all
   Regency Exchange Act Reports.  As of their respective dates, (i) the
   Regency Exchange Act Reports complied in all material respects with the
   requirements of the Exchange Act and the rules and regulations of the SEC
   promulgated thereunder applicable to the Regency Exchange Act Reports, and
   (ii) no Regency Exchange Act Report contained, and no documents
   subsequently filed by Regency with the SEC pursuant to the Exchange Act
   will contain, any untrue statement of material fact or omitted a material
   fact necessary to make the statements contained therein, in light of the
   circumstances under which they were made, not misleading.

            7.5.2 The financial statements of Regency included in the Regency
   Exchange Act Reports comply as to form in all material respects with
   applicable accounting requirements and the published rules and regulations
   of the SEC with respect thereto.  Such financial statements have been
   prepared in accordance with GAAP applied on a consistent basis during the
   periods involved (except (i) as may be otherwise indicated in such
   financial statements or the notes thereto or (ii) in the case of unaudited
   interim statements, to the extent they may not include footnotes or may be
   condensed or summary statements) and on that basis present fairly in all
   material respects the consolidated financial position and assets and
   Liabilities of the entities included therein as going concerns, and the
   results of the operations of such entities and changes in their financial
   position for the periods covered thereby and as of the dates thereof. 
   Such financial statements are in accordance with the books and records of
   the entities included therein, do not reflect any transactions which are
   not bona fide transactions and do not contain any untrue statements of a
   material fact or omit to state any material fact necessary to make the
   statements contained therein, in light of the circumstances in which they
   were made, not misleading.  Such financial statements make full and
   adequate disclosure of, and provision for all material Liabilities of the
   entities included therein (including Regency's subsidiaries) as of the
   dates thereof.  Except as set forth in the balance sheets included in the
   Regency Exchange Act Reports, there are no Liabilities (including "off-
   balance sheet" Liabilities), whether due or to become due, which have had
   or are reasonably likely to have a Material Adverse Effect.

        7.6       Permits.  Regency holds all licenses, certificates,
   permits, franchises, rights, variances, interim permits, approvals,
   authorizations or consents, whether federal, state, local or foreign,
   which are currently necessary for the lawful operation of Regency's
   business, except for those the absence of which would not cause and would
   not be reasonably expected to cause a Material Adverse Effect on Regency.

        7.7       No Adverse Change.  Since the Recent Balance Sheet Date,
   there has not been (i) any event or circumstance or change in Regency, its
   business or prospects which would cause or reasonably be expected to
   result in a Material Adverse Effect on Regency, (ii) any material loss,
   damage or destruction to any of Regency's assets (whether or not covered
   by insurance) or any other event or condition which has had or could
   reasonably be expected to have a Material Adverse Effect on Regency, (iii)
   any contract or other transaction entered into by Regency relating to, or
   otherwise affecting in any way, its business or the operation thereof,
   other than in the ordinary course of business, (iv) any sale, lease or
   other transfer or disposition of any of Regency's assets, or any
   cancellation of any debts or claim of Regency, except in the ordinary
   course of business, and (v) any changes in the accounting systems,
   policies or practices of Regency.  Since the Recent Balance Sheet Date,
   Regency's business has been conducted in all material respects only in the
   ordinary course and consistent with past practices.

        7.8       No Defaults or Violations.  Except to the extent any
   default or non-compliance does not cause or is not reasonably expected to
   cause a Material Adverse Effect as to Regency: (a) Regency has not
   materially breached any provision of, nor is it in material default under
   the terms of, any lease, contract or commitment to which it is a party or
   under which it has any rights or by which it is bound or which relates to
   its business or its assets and, to Regency's knowledge, no other party to
   any such lease, contract, or other commitment has breached such lease,
   contract or commitment or is in default thereunder (nor has Regency waived
   any such default) in any material respect, and no event has occurred and
   no condition or state of facts exists which with the passage of time or
   the giving of notice, or both, would constitute such a default or breach
   by Regency, or to Regency's knowledge, by any such other party, or give
   right to an automatic termination or the right of discretionary
   termination thereof; (b) Regency is in material compliance with, and no
   Liability or material violation exists under, any Law or Order applicable
   in any way to Regency; and (c) no notice from any Government Entity has
   been received by Regency claiming any violation of any Law (including any
   building, zone or other ordinance) or Order, or requiring any work,
   construction or expenditure.

        7.9       Litigation.  Except for certain matters which, to Regency's
   knowledge, do not have a Material Adverse Effect on Regency or the
   transactions contemplated by this Agreement, there is no Litigation
   pending or, to Regency's knowledge, threatened against any of the
   properties or businesses of Regency or relating to its assets or the
   transactions contemplated by this Agreement.  Except as disclosed on
   Schedule 7.9, neither Regency nor any of its assets are subject to any
   Order which has had or could have a Material Adverse Effect on Regency.

        7.10      Title to Properties; Leasehold Interests.  Regency has good
   and marketable title to each of the properties and assets owned by it. 
   Certain real and personal property used by Regency in the conduct of its
   business is held under lease, and, to Regency's knowledge, there is no
   pending or threatened Claim by any lessor of any such property to
   terminate any such lease.  None of the properties owned or leased by
   Regency is subject to any Liens which could reasonably be expected to
   materially and adversely affect the assets, properties, liabilities,
   business, affairs, results of operations, condition (financial or
   otherwise) or prospects of Regency.  Each lease or agreement to which
   Regency is a party under which it is the lessee of any property, real or
   personal, is a valid and subsisting agreement without any material default
   of Regency thereunder and, to the best of Regency's knowledge, without any
   material default thereunder of any other party thereto.  No event has
   occurred and is continuing which, with due notice or lapse of time or
   both, would constitute a default or event of default by Regency under any
   such lease or agreement or, to the best of Regency's knowledge, by any
   party thereto, except for such defaults that would not individually or in
   the aggregate have a Material Adverse Effect on Regency.  Regency's
   possession of such property has not been disturbed and, to the best of
   Regency's knowledge, no claim has been asserted against it adverse to its
   rights in such leasehold interests.

        7.11      Environmental Matters.  For purposes of this Section 7.11,
   the term "Regency" means Regency and its Affiliates, and the term "Regency
   Property" means a property owned or leased by Regency or its Affiliates
   and any property in which Regency or its Affiliates has an interest.  The
   parties acknowledge that Regency does not possess any expertise with
   regard to Materials of Environmental Concern and, accordingly, the
   following representations and warranties are based exclusively on reports
   prepared by environmental consultants to Regency.

            (a)   Regency is and each Regency Property is  not presently in
   violation of any applicable Environmental Law;

            (b)   Regency has not stored or used any Materials of Environ-
   mental Concern at any Regency Property;

            (c)   Regency has not received any notice, complaint, warning
   letter or notice of violation from any Government Authority or any other
   person that Regency is in violation of any Environmental Law or
   environmental permit or that it is responsible (or potentially
   responsible) for the assessment or remediation of any release of any
   Material of Environmental Concern at, on or beneath any Property;

            (d)   Regency is not the subject of any actual or, to Regency's
   knowledge, threatened federal, state, local or private litigation
   involving a claim of liability or a demand for damages arising out of
   violation of any Environmental Law or from the release or threatened
   release of any Material of Environmental Concern;

            (e)   Except for those matters described in Schedule 7.11,
   Regency has timely filed all reports required by any applicable
   Environmental Law and has generated and maintained all data,
   documentation, and records required under any Environmental Law;

            (f)   Except for those matters described in Schedule 7.11, which,
   to Regency's knowledge, do not have a Material Adverse Effect on Regency,
   Regency is not aware of any release or threatened release of a Material of
   Environmental Concern, the presence of any current or former drycleaning
   facility, the presence of any current or former storage tanks, the
   presence of any asbestos containing material, or the presence of any
   condition or circumstance which could subject the owner or operator of any
   Regency Property to liability or claims under the Environmental Laws or
   any private cause of action arising out of an environmental condition;

            (g)   No Regency Property is subject to, and Regency has no
   knowledge of any imminent restriction on the ownership, occupancy, use, or
   transferability of any Regency Property; or

            (h)   To Regency's knowledge, there are no conditions or
   circumstances at any Regency Property which pose a risk to the environment
   or the health or safety of any Person.

        7.12      Taxes.  Regency has filed all federal, state, local and
   other Tax returns and reports (except for foreign returns and reports the
   failure to file which has not and is not reasonably expected to cause a
   Material Adverse Effect), and any other material returns and reports with
   any Government Entity, required to be filed by it.  Regency has paid or
   caused to be paid all Taxes that are due and payable, except those which
   are being contested by it in good faith by appropriate proceedings and in
   respect of which adequate reserves are being maintained on its books in
   accordance with GAAP consistently applied.  Regency does not have any
   material Liabilities for Taxes other than those incurred in the ordinary
   course of business and in respect of which adequate reserves are being
   maintained by it in accordance with GAAP consistently applied.  Federal
   and state income Tax returns for Regency have not been audited by the IRS
   or any state authority.  No deficiency assessment with respect to or
   proposed adjustment of Regency's federal, state, local or other Tax
   returns is pending or, to the best of Regency's knowledge, threatened. 
   There is no Tax Lien, whether imposed by any federal, state, local or
   other tax authority, outstanding against the assets, properties or
   business of Regency.  There are no applicable Taxes, fees or other
   governmental charges payable by Regency in connection with the execution
   and delivery of this Agreement.

        7.13      REIT Status.  Regency qualifies as a REIT under the Code. 
   Regency Atlanta, Inc. is a "qualified REIT subsidiary" within the meaning
   of Code Section 856(i).

        7.14      Employees: ERISA.  Regency has good relationships with its
   employees and has not had and does not expect any substantial labor
   problems.  Regency does not have any knowledge as to any intentions of any
   key employee or any group of employees to leave the employ of Regency. 
   Other than as disclosed in the Regency Exchange Act Reports and materials
   provided to the Midland Principals, Property Entities and Midland
   Affiliates, Regency has not established, sponsored, maintained, made any
   contributions to or been obligated by law to establish, maintain, sponsor
   or make any contributions to any "employee pension benefit plan" or
   "employee welfare benefit plan" (as such terms are defined in ERISA),
   including, without limitation, any "multi-employer plan."  Regency has
   complied in all material respects with all applicable Laws relating to the
   employment of labor, including provisions relating to wages, hours, equal
   opportunity, collective bargaining and the payment of Social Security and
   other Taxes, and with ERISA.


           ARTICLE 8:  CONDITIONS PRECEDENT TO OBLIGATIONS OF REGENCY

        8.1.      Conditions for the First Closing as to the Transaction. 
   The obligation of Regency to consummate the First Closing is subject to
   the fulfillment, at or prior to the First Closing, of each of the
   following conditions precedent, and, as described herein, the failure to
   satisfy any such condition precedent, after written notice of such failure
   followed by a thirty (30) day period in which to cure such failure, shall
   excuse and discharge all obligations of Regency to carry out the
   provisions of this Agreement unless such failure is waived in writing by
   Regency.  

            8.1.1 Aggregate Assets.  The exclusion of Assets from the
   transactions contemplated by this Agreement by Regency pursuant to the
   provisions of Section 8.2, together with the exclusion of Assets from the
   transactions contemplated by this Agreement on account of any Material
   Uncured Title Defect or other objection pursuant to Section 5.16, any
   Material Later Exception pursuant to Section 5.17, any Unremedied Material
   Damage as described in Section 5.18 and any Material Eminent Domain
   Proceedings pursuant to Section 5.19, shall not result in the Assets to be
   contributed to the Partnership hereunder having a Gross Asset Value as of
   the date of the First Closing of less than 80% of the aggregate Gross
   Asset Value as shown on Schedule 2.1 of all the Assets.

            8.1.2 Representations and Warranties.  The representations and
   warranties made in Article 6 other than those described in Section 8.2.1,
   and the statements and information contained in any certificate,
   instrument, schedule, document or exhibit delivered by or on behalf of any
   Property Entity, Joint Venture, Midland Affiliate or Midland Principal in
   connection with the First Closing pursuant to this Agreement, shall be
   true, correct and complete on and as of the date hereof, and shall be
   true, correct and complete on and as of the First Closing Date with the
   same effect as though such representations and warranties were made on and
   as of the First Closing Date, other than a breach of a representation or
   warranty which is not likely to have a Material Adverse Effect on the
   transactions contemplated by this Agreement taken as a whole; provided,
   however, that if any representation and warranty is already qualified in
   any respect by materiality or as to Material Adverse Effect, the
   materiality qualification immediately before this proviso shall not apply. 
   Each Midland Principal, Midland Affiliate and Property Entity shall have
   delivered to Regency at the First Closing certificates in form and
   substance reasonably satisfactory to Regency dated as of the First Closing
   Date to such effect.

            8.1.3 Compliance with Covenants and Agreements.  The covenants,
   obligations and agreements of the Property Entity, Joint Venture, Midland
   Affiliate or Midland Principals other than those described in Section
   8.2.2 to be performed and complied with on or before the First Closing
   Date shall have been duly performed and complied with other than non-
   performance or non-compliance which is not likely to have a Material
   Adverse Effect on the transactions contemplated by this Agreement taken as
   a whole.

            8.1.4 No Material Adverse Change.  Since the date of execution of
   this Agreement, there shall not have been any change, circumstance or
   event which has had or would reasonably be expected to have a Material
   Adverse Effect on the transactions contemplated by this Agreement taken as
   a whole.

            8.1.5 No Injunction.  There shall not be in effect any Order
   which enjoins or prohibits consummation of the transactions contemplated
   hereby.

            8.1.6 Delivery of Documents.  All of the documents and agreements
   required to be delivered and performed pursuant to Section 10.2.1 which do
   not relate to a specific Asset have been so delivered and performed.

            8.1.7 Consents.  Regency shall have obtained the consents set
   forth on Schedule 7.2(b) and Midland Development and the Midland
   Affiliates shall have obtained the consents set forth on Schedule 8.1.7.

            8.1.8 No Notice of Material Claims.  Regency shall not have
   received notice of a failure to satisfy Section 9.1.1 which failure could
   result in a claim or liability having a Material Adverse Affect on
   Regency.

            8.1.9 Additional Indemnity.  Regency and the Transferees shall
   have obtained indemnification (a) from OSTRS with respect to the
   Properties in which it owns an equity interest and (b) from such other
   Unit Recipients with respect to Properties in which OSTRS does not own an
   equity interest in substantially the form attached as Exhibit 8.1.9.

        8.2       Conditions for the First Closing as to a Property.  The
   obligation of Regency to consummate the First Closing as to a Property or
   the Third Party Management Assets is subject to the fulfillment, at or
   prior to the First Closing, of each of the following conditions precedent,
   and, as described herein, the failure to satisfy any such condition
   precedent, after written notice of such failure followed by a thirty (30)
   day period in which to cure such failure, shall excuse and discharge all
   obligations of Regency to carry out the provisions of this Agreement as to
   such Property or the Third Party Management Assets, as applicable, unless
   such failure is waived in writing by Regency.  Subject to the satisfaction
   or waiver by Regency of the condition to the First Closing set forth in
   Section 8.1.1 (aggregate assets), Regency shall consummate the First
   Closing with respect to those Properties as to which the conditions to
   closing set forth in this Section 8.2 have been satisfied or waived, the
   time and date for the Closing shall be extended thirty (30) days with
   respect to the remaining Property or Properties to afford additional time
   for the respective Property Owner(s) to cure the failure(s) of condition. 
   In the event that such failure of a condition for Closing with respect to
   a Property has not been cured or waived within such thirty (30) day
   period, Regency, at its election, may determine not to consummate the
   Closing with respect to such Property.

            8.2.1 Representations and Warranties.  The representations and
   warranties made in Article 6, and the statements and information contained
   in any certificate, instrument, schedule, document or exhibit delivered by
   or on behalf of any Property Entity, Joint Venture, Midland Affiliate or
   Midland Principal with respect to the Property or the Third Party
   Management Assets in connection with the First Closing pursuant to this
   Agreement, shall be true, correct and complete on and as of the date
   hereof, and shall be true, correct and complete on and as of the First
   Closing Date with the same effect as though such representations and
   warranties were made on and as of the First Closing Date, other than a
   breach of a representation or warranty which is not likely to have a
   Material Adverse Effect on the applicable Property or Assets to be
   transferred by the applicable Contributor hereunder, provided, however,
   that if any representation and warranty is already qualified in any
   respect by materiality or as to Material Adverse Effect, the materiality
   qualification immediately before this proviso shall not apply, and
   provided, further, that an appropriate reduction agreed on by the
   Contributor and Regency shall be made as of the First Closing Date to the
   Contribution Value for the Asset to take account of any breach discovered
   before the First Closing which is not likely to have such a Material
   Adverse Effect (and if the parties are not able to so agree, Regency's
   remedies with such breach shall be governed by Article 13).  Each Midland
   Principal, Midland Affiliate and Property Entity shall have delivered to
   Regency at the First Closing certificates in form and substance reasonably
   satisfactory to Regency dated as of the First Closing Date to such effect.

            8.2.2 Compliance with Covenants and Agreements.  The covenants,
   obligations and agreements of the Property Entity, Joint Venture, Midland
   Affiliate or Midland Principals to be performed and complied with on or
   before the First Closing Date with respect to the Property or the Third
   Party Management Assets shall have been duly performed and complied with
   other than non-performance or non-compliance which is not likely to have a
   Material Adverse Effect on the Assets of such Property Entity, Joint
   Venture, Midland Affiliate or Midland Principal; provided, however, that
   if any such covenant, obligation or agreement is already qualified in any
   respect by materiality or as to Material Adverse Effect, the materiality
   qualification immediately before this proviso shall not apply.

            8.2.3 No Material Adverse Change.  Since the date of execution of
   this Agreement, there shall not have been any change, circumstance or
   event in the Assets, Option Properties, business or prospects of such
   Property Entity or Joint Venture which has had or would reasonably be
   expected to have a Material Adverse Effect on such Property Entity or
   Joint Venture or the Assets or Option Properties owned by such Property
   Entity or Joint Venture (except such as may have arisen by reason of any
   matter approved by Regency pursuant to Sections 5.4 (Additional
   Acquisitions), 5.8 (New Contracts), 5.9 (Leasing Arrangements) or 5.10
   (Obligation to Supplement Information)).

            8.2.4 No Injunction.  There shall not be in effect any Order
   which enjoins or prohibits consummation of the transactions contemplated
   hereby with respect to the Assets of such Property Entity, Midland
   Affiliate or Joint Venture.

            8.2.5 Title.  The Title Company shall have delivered to the
   Partnership and any other applicable Transferee the Title Insurance
   Commitment marked down to constitute the effective Title Insurance and the
   Endorsements (with such coinsurance or reinsurance as Regency may
   reasonably require) as of the date and time of the First Closing with
   respect to such Property.

            8.2.6 Lender Estoppels.  Estoppel letters shall have been
   received from each lender under the Existing Mortgage Debt encumbering
   such Property in form and substance reasonably acceptable to Regency.

            8.2.7 Tenant Estoppels.  Tenant Estoppels relating to such
   Property shall have been received from each of the tenants identified on
   Schedule 8.2.7 and 80% of all other tenants, without any material
   exceptions, covenants or changes to the forms accepted by Regency pursuant
   to Section 5.13.

            8.2.8 Work Contract Estoppels.  Estoppel letters in form and
   substance reasonably acceptable to Regency shall have been received from
   each contractor, engineer and architect contracted with pursuant to the
   Work Contracts for all contracts relating to such Property which have an
   amount due and owing of greater than $10,000.

            8.2.9 Delivery of Documents.  All of the documents and agreements
   required to be delivered and performed pursuant to Section 10.2.1 relating
   to such Property or Third Party Management Assets have been so delivered
   and performed, except documents required pursuant to Section 10.2.1(g) for
   the transfer of Assets which Regency has elected not to acquire hereunder.

            8.2.10     Consents.  The Property Entity shall have obtained its
   applicable consents set forth on Schedule 6.1.2(b).

            8.2.11     Romanelli and Hughes Properties.  As to the Properties
   known as the Worthington Park Centre, East Point Shopping Center and
   Maxtown Road Shopping Center, Regency shall have received documentation in
   form and substance satisfactory to it as to the transfer, option or
   restriction, as applicable, of certain outparcels and expansion lands
   relating to such Property, as described in the letter from Regency dated
   December 4, 1997, attached hereto as Exhibit 8.2.11.

            8.2.12     Waiver of Rights of First Refusal.  The tenants listed
   on Schedule 8.2.12 who have rights of first refusal to acquire the
   Properties listed on Schedule 8.2.12 shall have waived such rights in
   writing. 

            8.2.13     Lake Pine Road Construction.  As to the Property known
   as Lake Pine, Regency and T & M Lake Pine Development Co. LLC (the "Lake
   Pine Entity") shall have entered into an agreement in form and substance
   satisfactory to Regency pursuant to which the Lake Pine Entity agrees to
   fulfill its obligations under that certain Shepards Vineyard Drive
   Agreement dated as of November 25, 1997 by and between the Lake Pine
   Entity and Faith Baptist Church.


                 ARTICLE 9:  CONDITIONS PRECEDENT TO OBLIGATIONS
                                 OF CONTRIBUTORS

        9.1       Conditions for the First Closing.  The obligation of each
   Contributor to consummate the First Closing as to the Assets owned by such
   Contributor is subject to the fulfillment, at or prior to the First
   Closing, of each of the following conditions precedent, and the failure to
   satisfy any such condition precedent, after written notice of such failure
   followed by a thirty (30) day period in which to cure such failure, shall
   excuse and discharge all obligations of such Contributor to carry out the
   provisions of this Agreement as to the Assets owned by such Contributor
   unless such failure is waived in writing by such Contributor.

            9.1.1 Representations and Warranties.  The representations and
   warranties made by Regency in Article 7 and the statements and information
   contained in any certificate, instrument, schedule, document or exhibit
   delivered by or on behalf of Regency in connection with the First Closing
   pursuant to this Agreement, shall be true, correct and complete on and as
   of the date hereof, and shall be true, correct and complete as of the
   First Closing Date with the same effect as though such representations and
   warranties were made on and as of the First Closing Date other than a
   breach of a representation or warranty which is not likely to have a
   Material Adverse Effect on Regency; provided, however, that if any
   representation and warranty is already qualified in any respect by
   materiality or as to Material Adverse Effect, the materiality
   qualification immediately before this proviso shall not apply.  Regency
   shall have delivered to the Property Entities at the First Closing
   certificates in form and substance reasonably satisfactory to the Property
   Entities dated as of the First Closing Date to such effect.

            9.1.2 Compliance with Covenants and Agreements.  The covenants,
   obligations and agreements of Regency to be performed and complied with on
   or before the First Closing Date shall have been duly performed and
   complied with other than non-performance or non-compliance which is not
   likely to have a Material Adverse Effect on Regency or on such
   Contributor's transactions contemplated by this Agreement, taken as a
   whole.

            9.1.3 No Material Adverse Change.  Since the date of this
   Agreement, there shall not have been any change, circumstance or event in
   the business or prospects of Regency which would reasonably be expected to
   have a Material Adverse Effect on Regency or a Material Adverse Effect on
   such Contributor's transactions contemplated by this Agreement.

            9.1.4 No Injunction.  There shall not be in effect any Order
   which enjoins or prohibits consummation of such Contributor's contribution
   of Assets contemplated hereby.

            9.1.5 Delivery of Documents.  All of the documents and agreements
   required to be delivered and performed pursuant to Section 10.2.2 that are
   relevant to the Contributor have been so delivered and performed.

            9.1.6 Midland Consents.  Such Contributor shall have obtained its
   applicable consents set forth on Schedule 6.1.2(b) and Midland Development
   and the Midland Affiliates shall have obtained the consents set forth on
   Schedule 8.1.7, and Regency shall have obtained the consents set forth on
   Schedule 7.2(b); provided, however, the consent of any lender to the
   Property Entities shall not be required if Regency elects, in its sole
   discretion, and causes a Transferee to pay off the loan from such lender
   at the First Closing.

            9.1.7 No Notice of Material Claims.  Such Contributor shall not
   have received notice of a failure to satisfy Section 8.1.2, which failure
   could result in a claim or liability having a Material Adverse Affect on
   such Contributor.  

            9.1.8 Minimum Asset Contribution.  Assets of Contributors
   representing not less than 80% of the aggregate Gross Asset Value of the
   Assets as set forth on Schedule 2.1 shall be acquired by the Transferees
   at the First Closing.

            9.1.9 Regency Reorganization.  The assets of Regency Centers,
   Inc. shall have been transferred to the Partnership, whether by deed,
   operation of law or otherwise.

            9.1.10     Partnership Agreement.  The Partnership Agreement
   shall not have been substantially revised in a manner materially adverse
   to the Unit Recipients as a result of negotiations between Regency and the
   existing limited partners of the Partnership.  Making the interests of all
   or any portion of the existing limited partners senior to the Units shall
   not be deemed adverse to the Unit Recipients as long as the condition in
   Section 9.1.9 (Regency reorganization) is satisfied.

            9.1.11     Joint Venture Debt.  The applicable Midland Principals
   and Midland Affiliates shall be released effective at the First Closing
   from their guarantees of construction debt incurred by the Joint Ventures
   or shall be indemnified by Regency with respect to such guaranties.

                              ARTICLE 10:  CLOSINGS

        10.1      Closing.

            10.1.1     Time and Place.  The First Closing shall take place at
   a time and place mutually agreed upon by the parties as soon as
   practicable following the satisfaction or waiver of all conditions
   precedent to the First Closing, but the parties will use all reasonable
   efforts to close on or before January 30, 1998.  A pre-closing conference
   shall commence at least five Business Days before the First Closing Date,
   during which all deliveries (other than any delivery of cash) shall be
   made into an escrow with the Title Company, or, at the option of the
   parties, such deliveries may be made in such other manner as the parties
   may determine.  All deliveries made during the pre-closing period shall be
   deemed deliveries made at the First Closing.  Upon completion of the
   deliveries hereunder and satisfaction of the other conditions to the First
   Closing herein set forth, the parties shall direct the Title Company to
   make such deliveries and disbursements according to the terms of this
   Agreement and under a joint escrow instruction letter reasonably
   acceptable to the Midland Representatives and Regency and their respective
   counsel.  Funds shall be delivered through the Title Company's closing
   escrow account at a bank satisfactory to Regency and the Property
   Entities.  All Subsequent Closings shall take place on the dates specified
   in Sections 2.5, 2.6, 5.16, 5.17, 5.18, 5.19 and 8.2 at such time and
   location as the parties mutually agree.

            10.1.2     Representations, Warranties and Covenants as to
   Deferred Property Closings.  Section 2.6 and Section 8.2, among others,
   provide for Closings on certain Properties to take place (each a "Deferred
   Closing") after the First Closing takes place with respect to the other
   Properties.  Anything in this Agreement to the contrary notwithstanding,
   all representations and warranties with respect to a Property that is the
   subject of a Deferred Closing and that is owned by a Property Owner in
   which Regency does not then own an equity interest which representations
   and warranties are required to be made as of the First Closing Date herein
   shall be deemed to be made as of the date of the Deferred Closing and all
   covenants with respect to such Property that are required to be performed
   as of the date of the First Closing shall be required to be performed as
   of the date of the Deferred Closing.

        10.2      Contribution to the Partnership.

            10.2.1     Deliveries by Midland.  At the First Closing, in
   addition to any other documents or agreements required under any other
   provision of this Agreement, each Property Entity and, unless otherwise
   indicated, each Midland Affiliate and Midland Principal shall make the
   following deliveries and performance:

                  (a)  Certificates.  The certificates required pursuant to
   Section 8.1.2 and Section 8.2.1.

                  (b)  Partnership Agreement.  The Partnership Agreement,
   executed by or on behalf of the Property Entities;

                  (c)  OTR Joint Venture Agreements.  The joint venture
   agreements  described in Section 3.2, executed by OTR;

                  (d)  R&M Western Partnership Agreement. The Agreement of
   Limited Partnership of R&M Western Partnership described in Section 3.1,
   executed by Midland Western Partnership;

                  (e)  Redemption Agreement.  The Redemption Agreement,
   executed by or on behalf of the Property Entities, for the benefit of the
   Unit Recipients;

                  (f)  OTR Redemption Agreement.  The OTR Redemption
   Agreement, executed by OTR;

                  (g)  Transfer Documents.  The deeds, assignments and other
   transfer documents which are listed on Schedule 10.2.1(g) transferring
   title to its respective Assets free of any claims, except for the
   Permitted Exceptions, including assignment of the interests of the Midland
   Affiliates in the Joint Ventures to the applicable Transferee;

                  (h)  Memorandum of Option.  The Memoranda of Option
   described in Section 4.1;

                  (i)  Registration Rights Agreements.  The Registration
   Rights Agreement, executed by the Property Entities, for the benefit of
   the Unit Recipients;

                  (j)  Non-Compete Agreements.  Non-Compete Agreements, in
   the form attached as Exhibit 10.2.1(j), executed by each Midland Principal
   and the officers of Midland Development identified on Schedule 10.2.1(j);

                  (k)  Lock-Up Agreements.  Lock-Up Agreements in the form
   attached as Exhibit 10.2.1(k) executed by each Midland Principal;

                  (l)  Escrow Agreements.  The Escrow Agreements described in
   Section 2.2(e), executed by the Escrow Entities described therein;

                  (m)  Legal Opinion.  An opinion of Greensfelder, Hemker &
   Gale, P.C., with respect to each Property Entity, Midland Affiliate and
   Joint Venture, as to due organization, due authorization, consents, waiver
   or expiration of all options, rights of first refusal and buy-sells of
   which such firm has knowledge triggered by the transactions contemplated
   by this Agreement, violations (to such firm's knowledge), litigation (to
   such firm's knowledge), the absence of statutory or contractual appraisal
   rights of any equity owner thereof, enforceability and such other matters
   as counsel to Regency may reasonably request prior to the First Closing,
   which opinion may rely on the opinion of The Stolar Partnership, and The
   Stolar Partnership may rely on the opinion of local counsel acceptable to
   Regency, if The Stolar Partnership opines that such reliance is
   reasonable; 

                  (n)  Existing Mortgage Documents.  The documents evidencing
   the assumption of the Existing Mortgage Debt executed by the respective
   Property Entities and all deliveries of such Property Entities required
   thereunder;

                  (o)  Notice to Tenants.  A notice of conveyance to each
   tenant in form satisfactory to the parties hereto;

                  (p)  State Law Disclosures.  Such disclosures and reports
   as are required by applicable state and local Law in connection with the
   conveyance of real property;

                  (q)  Affidavits.  Owner's affidavits to the extent
   reasonably and customarily required by the Title Company to issue the
   Title Policy to the Partnership and the other Transferees and to close
   this transaction in accordance with the terms hereof, and any other
   documents which are reasonably and customarily required by the Title
   Company to provide the Endorsements and to issue the Title Policy subject
   only to the Permitted Exceptions;

                  (r)  Permits and Approvals.  Evidence reasonably
   satisfactory to Regency to the effect that the Property Entities possess
   the material licenses, permits, approvals, zoning exceptions and
   approvals, consents and Orders of Government Entities relating to the
   ownership, operation and use of the Properties, including, without
   limitation, certificates of occupancy for the Properties, and assignments
   thereof to the Partnership or the applicable Transferee, to the extent
   they are assignable;

                  (s)  Terminations.  Terminations, effective no later than
   the First Closing, of those Service Agreements which Regency and the
   Property Entities have agreed that the Partnership shall not assume;

                  (t)  Lien Waivers.  Affidavits or other evidence reasonably
   satisfactory to Regency that no Person has a right now or in the future to
   file any liens against the Properties for brokerage commissions or fees in
   connection with the Leases or the transactions set forth herein;

                  (u)  Authority.  Evidence of the existence, organization
   and authority of each Property Entity, Midland Affiliate and Joint Venture
   and of the authority of the Persons executing documents on behalf of each
   Property Entity or Midland Affiliate reasonably satisfactory to the Title
   Company and Regency;

                  (v)  Possession.  Possession of the Assets, subject only to
   the applicable Permitted Exceptions;

                  (w)  Books and Records.  Delivery to the offices of the
   Partnership of the original Leases and Contracts (or copies if the
   originals cannot be located) and to the extent now or subsequently coming
   into the possession or control of any Midland Principal, Property Entity
   or Midland Affiliate:  copies or originals (including information stored
   electronically) of all books and records of account; contracts; copies of
   correspondence with tenants and suppliers; receipts for deposits; unpaid
   bills and other papers or documents which pertain to the Properties or the
   Third Party Management Assets; all advertising materials, booklets, keys
   and other items, if any, used in the operation of the Properties or the
   Third Party Management Assets; and, if in the possession or control of any
   Midland Principal, Property Entity and Midland Affiliate, the original
   "as-built" plans and specifications and all other available plans and
   specifications.  The Property Entities shall cooperate with the
   Transferees after the First Closing to provide to the Partnership any such
   information stored electronically and to answer questions of the
   Transferees from time to time regarding pre-Closing matters (e.g., in
   connection with the preparation of Tax returns or financial statements);

                  (x)  Additional Documents.  Any additional documents that
   Regency may reasonably require for the proper consummation of the
   transactions contemplated by this Agreement.

            10.2.2     Deliveries by Regency.  At the First Closing, Regency
   shall make the following deliveries and performance:

                  (a)  Certificates.  The certificates required by Section
   9.1.1;

                  (b)  Partnership Agreement.  The Partnership Agreement,
   executed by Regency, together with any filings with any Government Entity
   required to be made by or on behalf of the Partnership;

                  (c)  OTR Joint Venture Agreements.  The joint venture
   agreements  described in Section 3.2, executed by R&M Western Partnership;

                  (d)  R&M Western Partnership Agreement.  The Agreement of
   Limited Partnership of R&M Western Partnership described in Section 3.1,
   executed by the Partnership and Third Party Management Company;

                  (e)  Redemption Agreement.  The Redemption Agreement,
   executed by the Partnership and Regency;

                  (f)  OTR Redemption Agreement.  The OTR Redemption
   Agreement, executed by the Partnership and Regency;

                  (g)  Transferee Ratification.  The written ratification of
   this Agreement by the Transferees and their agreement to perform the
   obligations of the Transferees that are to be performed after the First
   Closing;

                  (h)  Initial Capital Contribution.  A cash capital
   contribution to the Partnership sufficient to pay:  (1) that portion of
   the Existing Mortgage Debt which may be prepaid without incurring
   penalties or "make whole" payments; and (2) the closing costs and
   adjustments payable by the Partnership for the Properties at the First
   Closing; and (3) other Partnership obligations related to the Closing (the
   sum of (1) through (3) being the "Regency Capital Contribution") (provided
   that the Regency Capital Contribution plus amounts paid by Regency to
   redeem Units at the First Closing shall not exceed $80 million).  Regency
   shall not be obligated to deposit the Regency Capital Contribution into
   the escrow until the closing statements have been executed and all
   deliveries by or on behalf of all Midland Principals, Property Entities,
   and Midland Affiliates have been made into escrow;

                  (i)  Units.  Issuance by the Partnership to the
   Contributors of that number of Units specified in Section 2.2(a);

                  (j)  Redemption.  Redemption by Regency of all Units in
   exchange for cash which are required to be redeemed at the First Closing
   pursuant to the terms of the Redemption Agreement;

                  (k)  Application of Capital Contribution.  Application by
   the Partnership of the Regency Capital Contribution in accordance with
   this Agreement;

                  (l)  Assumption Agreements.  Execution by the applicable
   Transferee of the transfer documents listed on Schedule 10.2.1(g) and any
   other documents as the Property Entities may reasonably require to
   evidence the assumption of the Assumed Liabilities and Assumed Obligations
   by the applicable Transferee;

                  (m)  Registration Rights Agreement.  The Registration
   Rights Agreement, executed by Regency;

                  (n)  Authority.  Evidence of existence, organization and
   authority of Regency and the Transferees and the authority of the Person
   executing documents on behalf of each of Regency and the Transferees
   reasonably satisfactory to the Property Entities;

                  (o)  Legal Opinion.  An opinion of Foley & Lardner, counsel
   for Regency, as to due organization; due authorization, enforceability of
   Redemption Rights (as described in the Redemption Agreement) and the valid
   issuance of Shares upon exercise of Redemption Rights, subject to the
   assumptions in Section 7.4; enforceability of the Redemption Agreement and
   Registration Rights Agreement; due organization and existence of the
   Transferees; violations (to such firm's knowledge); litigation (to such
   firm's knowledge), enforceability; the qualification of Regency as a REIT
   under the Code; and such other matters as counsel to the Property Entities
   may reasonably request prior to the First Closing;

                  (p)  Existing Mortgage Debt.  The documents evidencing the
   assumption of the Existing Mortgage Debt, executed by the applicable
   Transferee, and all deliveries of the applicable Transferee required
   thereunder;

                  (q)  State Law Disclosures.  Such disclosures and reports
   as are required by applicable state and local Law in connection with the
   conveyance of real property;

                  (r)  Election to Board.  Certified Board resolutions
   creating an additional seat on Regency's Board of Directors and electing
   Lee S. Wielansky to fill the vacancy, effective immediately following the
   First Closing, and an Indemnity Agreement executed by Regency, in the
   standard form entered into between Regency and its directors; and

                  (s)  Additional Documents.  Any additional documents that
   the Property Entities or the holders of the Existing Mortgage Debt may
   reasonably require for the proper consummation of the transactions
   contemplated by this Agreement.

        10.3      Closing Statements/Escrow Fees.  The Property Entities and
   Regency shall deposit with the Title Company executed closing statements
   consistent with this Agreement.

                     ARTICLE 11:  PRORATIONS AND ADJUSTMENTS

        11.1      Prorations.  Before the First Closing, the Property
   Entities shall provide such information and verification reasonably
   necessary to support the prorations and adjustments under this Article 11. 
   All prorations set forth below in this Section 11.1 shall be as of the
   First Closing Date (the "Cutoff Date"), with the Cutoff Date being a day
   of income and expense to the Property Entities.  All income and expense
   with respect to the Assets and all items customarily prorated in real
   estate closings shall be prorated as of the Cutoff Date between the
   Transferee and the Property Entity with respect to the Assets contributed
   by such Property Entity, except as otherwise provided herein.  No
   prorations shall be made with Midland Development for the Third Party
   Management Assets, and no prorations shall be made with respect to the
   Joint Ventures.  

            11.1.1     Taxes and Assessments.  The Transferee shall receive a
   credit for any real estate and tangible personal property Taxes (and any
   assessments imposed by private covenant), whether or not then due or
   payable, imposed in respect of a Property and applicable for the portion
   of the current year or other applicable Tax period which has elapsed by
   the Cutoff Date (and to the extent unpaid, for prior years or Tax
   periods).  If the amount of any such Taxes have not been determined as of
   the First Closing, such credit shall be based on a reasonable estimate of
   the parties as to the full assessed value of the Properties (based on
   their Gross Asset Value as of the First Closing Date where the parties
   anticipate that Taxes for the current year will be based on such amount)
   and the assessment ratios and Tax rates anticipated to be in effect for
   the current year (and if the parties are not able to agree on such rate,
   the most recent ascertainable rate shall be used).  The Transferee shall
   receive a credit for the total amount of any special assessments or
   similar charges which are levied or charged against a Property before the
   First Closing, whether or not due and payable on the Cutoff Date.  Any
   such proration for Taxes and assessments shall be offset by the estimated
   portions of such taxes which are recoverable from tenants of the
   Transferees based on Leases in effect as of the applicable Cutoff Date.

            11.1.2     Collected Rent.  The Transferee shall receive a credit
   for any rent and other income under Leases (and any applicable or local
   Tax on rent) collected by the applicable Property Entity before the First
   Closing and applicable to any period of time after the Cutoff Date.  The
   Property Entity shall receive a credit for receivables from tenants (less
   any agreed on discount for uncollectibility) for rent and other income
   under Leases (and any applicable or local Tax or rent) applicable to any
   period of time prior to the Cutoff Date, except to the extent that the
   Property Entity and Regency agree that such receivables are unlikely to be
   collectible ("Doubtful Receivables").  All collections of accounts
   receivable other than Doubtful Receivables after the First Closing shall
   be retained by the Transferee.  After the First Closing, the Partnership
   shall apply all rent and income collected by the Transferees from a
   tenant, unless the tenant properly identifies the payment as being for a
   specific item, first to such tenant's monthly rental for the month in
   which First Closing occurred to the extent not already paid and then to
   arrearages in the reverse order in which they were due, remitting to the
   Property Entity, after deducting collection costs, any rent properly
   allocable to receivables constituting Doubtful Receivables for the period
   ending on the Cutoff Date.  The Transferees shall bill and attempt to
   collect such rent arrearages constituting Doubtful Receivables in the
   ordinary course of business, but shall not be obligated to engage a
   collection agency to collect any such rent arrearages except at the
   Contributor's expense, or to take legal action to collect any such rent
   arrearages.  After the First Closing, the Property Entities shall not have
   the right to seek collection of any rents or other income applicable to
   any period before the Cutoff Date.  Any rent or other income received by
   any Property Entity after the First Closing which are owed to the
   Transferees shall be held in trust and remitted to the Transferees
   promptly after receipt, and any rent collected by the Transferee which is
   owed to the Property Entity shall be held in trust and remitted to the
   Property Entity promptly after receipt.

            11.1.3     Percentage Rents.  Estimated percentage rents accrued
   from any tenant under any Lease for any lease year in which the First
   Closing occurs (with any such percentage rents to be deemed to have been
   earned and received on an equal per diem basis spread throughout such
   lease year) shall be prorated between the Property Entity and the
   Transferees as of the Cutoff Date.

            11.1.4     Operating Expense Pass-Throughs.  The Property
   Entities, as landlords under the Leases, are currently collecting from
   tenants under the Leases additional rent to cover Taxes, insurance,
   utilities, maintenance and other operating costs and expenses
   (collectively, "Operating Expense Pass-Throughs") incurred by them in
   connection with the ownership, operation, maintenance and management of
   the Properties.  If a Property Entity collected estimated prepayments of
   Operating Expense Pass-Throughs in excess of any tenant's share of such
   expenses, then if the excess can be determined by the First Closing, the
   applicable Transferee shall receive a credit for the excess or, if the
   excess cannot be determined at the First Closing, the Transferees shall
   receive a credit based upon an estimate.  The applicable Transferee shall
   be responsible for crediting or repaying those amounts to the appropriate
   tenants.  At the First Closing, the Property Entities shall pay or provide
   for all Operating Expense Pass-Throughs for the period through the Cutoff
   Date except to the extent reflected in the Proration Items.

            11.1.5     Service Contracts.  Each Property Entity shall receive
   a credit for regular charges under Service Contracts assumed by its
   Transferees pursuant to this Agreement paid and applicable to the period
   after the Cutoff Date and the Transferee shall receive a credit for such
   charges payable and applicable to the period ending on the Cutoff Date.

            11.1.6     Utilities.  The Property Entities shall cause the
   meters, if any, for utilities to be read on the Cutoff Date and to pay the
   bills rendered on the basis of such readings, except for utilities paid
   directly by tenants.  If any such meter reading for any utility is not
   available, then adjustment therefor shall be made on the basis of the most
   recently issued bills therefor which are based on meter readings no
   earlier than 30 days before the Cutoff Date.

        11.2      Work Contracts.  At the First Closing, the Property
   Entities and Regency shall prorate the cost of all work under the Work
   Contracts, other than the Development Contracts, that has been performed
   through the Cutoff Date.  Regency shall receive a credit against the
   purchase price for the Property Entities' pro rata share of the work
   performed under the Work Contracts, other than the Development Contracts,
   through the Cutoff Date.  At the First Closing, the Transferees shall
   assume the obligation to complete the Work Contracts.  TI Contracts,
   Repair Contracts and Development Contracts shall be included in the
   warranties described as Intangible Property related to the applicable
   Properties.  At the First Closing, the Property Entities shall provide for
   Work Contracts under which all the work described therein has been
   substantially completed, lien waivers, payment affidavits, certificates of
   completion, and Tenant Estoppels.  For Work Contracts which are not
   substantially completed at the Cutoff Date, the Property Entities shall
   provide contractor progress reports and estoppels and other evidence
   reasonably necessary to confirm the Property Entities' compliance with its
   obligations pursuant to the Work Contracts and this Section 11.2. 
   Notwithstanding the foregoing, lien waivers and payment affidavits will
   not be required for Work Contracts under which all the work described
   therein has been substantially completed but payment for contractual
   retention has not been made pending completion of punch list items.  At
   the First Closing, the Property Entities shall also provide such indemnity
   or other assurance to enable the Title Company to issue the Title Policy
   without exception for mechanics' and materialmens' liens related to work
   performed by the Property Entities under the Work Contracts.

        11.3      Tenant Deposits.  All tenant security deposits (and
   interest thereon if required by Law or contract to be earned thereon)
   shall be transferred to the Transferees at the First Closing without
   adjustment to any party.  As of the First Closing, the applicable
   Transferee shall assume each Property Entity's obligations related to
   tenant security deposits, but only to the extent they are properly
   transferred or credited to the Transferee.

        11.4      Deposits.  The Partnership shall reimburse each Contributor
   (other than a Midland Affiliate contributing an interest in a Joint
   Venture) in cash at the First Closing for utility deposits, earnest money
   deposits held by the seller under Acquisition Contracts, and escrows for
   taxes and insurance and for similar types of deposits and escrows (but
   excluding escrows for capital expenditures), to the extent that such items
   are assigned to the Transferees at Closing.  To the extent that any such
   deposits are not transferable, promptly after the First Closing, the
   Partnership shall make its own deposits and request a refund to the
   Contributors of their own deposits.

        11.5      Wages.  The Partnership shall not be liable for any wages,
   fringe benefits, payroll Taxes, unemployment insurance contributions,
   accrued vacation pay, accrued pay for unused sick leave, accrued severance
   pay and other compensation accruing prior to the First Closing for
   employees of the Property Entities except to the extent reflected on the
   Final Closing Balance Sheet.

            11.5.1   Determination of Midland Development Value Adjustment.

                  (a)   Estimated Closing Balance Sheet.  For purposes of
   determining any adjustment pursuant to Section 2.1(b), not less than five
   (5) Business Days prior to the First Closing Date, Midland Development
   shall, in consultation with Regency, prepare and deliver to Regency an
   estimated balance sheet of Midland Development as of the close of business
   on the Cutoff Date which shall represent Midland Development's reasonable
   estimate of the Final Closing Balance Sheet; such balance sheet to be in
   form and detail identical to, and in its accounting principles and
   policies consistent in every respect with, the Midland Financial
   Statements relating to Midland Development and accompanied by schedules
   setting forth in reasonable detail all current assets (other than accounts
   receivable for (i) brokerage transactions that are evidenced on the First
   Closing Date by a signed agreement, (ii) any other transactions listed in
   Schedule 1.1.143 (Third Party Management Assets), or (iii) advances to
   brokers, all of which shall be retained by Midland Development
   (collectively, the "Retained Items") and current liabilities (including
   the outstanding balance of the line of credit) included therein.  Such
   balance sheet or the accompanying schedules shall contain sufficient
   detail of such current assets and liabilities for the determination of any
   adjustment pursuant to Section 2.1(b).  In the event Regency shall object
   to any of the information set forth on the balance sheet or accompanying
   schedules as presented by Midland Development, the parties shall negotiate
   in good faith and agree on appropriate adjustments to the end that such
   balance sheet and accompanying schedules reflect a reasonable estimate of
   the Final Closing Balance Sheet (the estimated balance sheet as finally
   determined by the parties pursuant to this subsection is herein referred
   to as the "Estimated Closing Balance Sheet"), except that the current
   liabilities on the Estimated Closing Balance Sheet, but not on the Final
   Closing Balance Sheet, shall be increased by $50,000 as a reserve for
   payables that are not exactly determinable as of the First Closing Date. 
   In connection with the determination of the Estimated Closing Balance
   Sheet, Midland Development shall provide to Regency such information and
   detail as Regency shall reasonably request.

                  (b)  Final Closing Balance Sheet.  The balance sheet of
   Midland Development prepared as of the Cutoff Date shall be prepared as
   follows:

                       (i)  Within thirty (30) days after the First Closing
                  Date, Regency shall deliver to Midland Development an
                  unaudited balance sheet of Midland Development as of the
                  Cutoff Date, prepared in accordance with GAAP (except for
                  the exclusion of the Retained Items) from the books and
                  records of Midland Development, on a basis consistent with
                  GAAP theretofore followed by Midland Development in the
                  preparation of the Midland Financial Statements relating to
                  Midland Development and in accordance with this Section
                  11.5.1(b), and fairly presenting the financial position of
                  Midland Development as of the Cutoff Date.  The balance
                  sheet shall be accompanied by detailed schedules of the
                  current assets and current liabilities (including the
                  outstanding balance of its line of credit) of Midland
                  Development.

                       (ii) Within sixty (60) days following the delivery of
                  the balance sheet referred to in (i) above, Midland
                  Development or its independent accountants ("Midland
                  Development's Accountants") may object to any of the
                  information contained in said balance sheet or accompanying
                  schedules which could affect the necessity or amount of any
                  Midland Development Value Adjustment.  Any such objection
                  shall be made in writing and shall state Midland
                  Development's determination of the amount of the Midland
                  Development Value Adjustment.  Any dispute regarding the
                  determination of the Final Closing Balance Sheet shall be
                  resolved by a "Big 6" accounting firm other than a firm
                  that provides services to Midland Development or Regency
                  (which shall be selected by lot or such other procedure as
                  the parties may agree) whose decision shall be binding on
                  the parties.  As used in this Agreement, the term "Final
                  Closing Balance Sheet" shall mean the balance sheet of
                  Midland Development as of the Cutoff Date as finally
                  determined or agreed to for purposes of this Section
                  11.5.1(b).

                       (iii)     Regency agrees to permit Midland Development
                  and its respective representatives, during normal business
                  hours, to have reasonable access (at a location in St.
                  Louis, Missouri) to, and to examine and make copies of, all
                  books and records of Midland Development, including but not
                  limited to the books, records, schedules and work papers of
                  Regency, which documents and access are necessary to review
                  the balance sheet delivered by Regency in accordance with
                  Section 11.5.1(b)(i).  Midland Development similarly agrees
                  to permit Regency and its representatives, during normal
                  business hours, to have reasonable access to any books and
                  records of Midland Development which do not constitute
                  Assets contributed hereunder, in order to enable them to
                  prepare such balance sheet.

                       (iv) Notwithstanding any provision contained herein
                  requiring that the Final Closing Balance Sheet be prepared
                  in a manner consistent with Midland Development's past
                  practices or in accordance with GAAP, the Final Closing
                  Balance Sheet shall be prepared excluding the Retained
                  Items and stating accounts receivable and notes receivable
                  net of an appropriate reserve for doubtful accounts and
                  anticipated collection expenses.

            11.5.2     Midland Development Value Adjustment.  The Midland
   Development Value Adjustment shall be determined by comparing any
   adjustment made to the Contribution Value of the Third Party Management
   Assets pursuant to Section 2.1(b) based on the Estimated Closing Balance
   Sheet and the adjustment that should have been made had the Final Closing
   Balance Sheet been available at the First Closing.  The adjustment that
   needs to be made, after taking into account any adjustment made at the
   First Closing, shall be a Positive Midland Development Value Adjustment if
   the Contribution Value with respect to such Assets should be increased
   based on the Final Closing Balance Sheet and shall be a Negative Midland
   Development Value Adjustment if such Contribution Value should be
   decreased based on the Final Closing Balance Sheet.

            11.5.3     Payment of Midland Development Value Adjustment.  On
   or before the fifth Business Day following the final determination of the
   Final Closing Balance Sheet (such date being hereinafter referred to as
   the "Settlement Date"), either (i) Midland Development shall pay to
   Regency in cash the amount, if any, of a Negative Midland Development
   Value Adjustment, as reflected on the Final Closing Balance Sheet; or (ii)
   Regency shall deliver to Midland Development that number of Additional
   Units arrived at by dividing the Unit Value into the amount, if any, of a
   Positive Midland Development Value Adjustment, as reflected on the Final
   Closing Balance Sheet, and then subtracting the Record Date Adjustment
   Amount.  In the event that Midland Development fails to pay the Negative
   Midland Development Adjustment Amount, the Partnership shall have the
   right to offset such amount against the Midland Group Earn-Out payable at
   the First Earn-Out Closing.

        11.6      Due Diligence Costs.  The Partnership shall reimburse the
   applicable Contributors with respect to all reasonable costs of due
   diligence applicable to an Acquisition Contract contributed to a Regency
   Entity or owned by a Joint Venture an interest in which is contributed to
   a Regency Entity and to the extent that such amounts are not reimbursable
   to the applicable Contributor by Topvalco or Dillon.  In addition, the
   Partnership shall assume all payables with respect to such items, and
   shall acquire as an Asset all receivables from Topvalco or Dillon with
   respect to such items.  Such due diligence costs shall include without
   limitation all reasonable costs of environmental investigation, legal
   fees, survey costs, title costs, construction inspections, site
   investigations, architectural plans and all other expenses applicable with
   respect to the investigation of the applicable property as a site suitable
   for building and development.

                      ARTICLE 12:  TERMINATION AND REMEDIES

        12.1      Termination.  This Agreement may be terminated:

            12.1.1  At any time prior to the First Closing Date, with the
   written consent of Regency and Midland Development;

            12.1.2  At any time prior to the First Closing Date, by Regency
   (provided it has not caused a failure of a condition to Closing by reason
   of its breach of any of its material obligations hereunder), if there
   shall have been a failure of any condition to Regency's obligation to
   close, and such failure shall not have been remedied within the applicable
   period to cure after notice has been provided pursuant to Article 5 or 8
   (and the First Closing Date shall be extended to provide for such cure
   period);

            12.1.3  At any time prior to the First Closing Date, by Midland
   Development (provided no Midland Principal, Property Entity or Midland
   Affiliate has caused a failure of a condition to Closing by reason of its
   breach of any of its material obligations hereunder), if there shall have
   been a failure of any condition of the Contributors' obligation to close,
   and such failure shall not have been remedied within the applicable period
   to cure after notice has been provided pursuant to Article 9 (and the
   First Closing Date shall be extended to provide for such cure period); or

            12.1.4  If the First Closing has not taken place by March 31,
   1998, at any time thereafter, by Midland Development or Regency, upon
   delivery of written notice of termination to the other so long as the
   cause for delay is not attributable to a default of this Agreement by the
   terminating party.

        12.2      Effect of Termination.  If this Agreement is terminated
   pursuant to Section 12.1, all obligations of the parties hereunder shall
   terminate, except for the obligations that expressly survive the
   termination of this Agreement.  No such termination shall relieve any
   party from liability pursuant to Section 12.3 below. 

        12.3      Remedies.  

            12.3.1     All rights and remedies of any party hereunder are
   cumulative and in addition to any rights and remedies which such party may
   have under applicable law.  The exercise of any one right or remedy
   against one party hereto will not deprive the exercising party of any
   right or remedy against that party or any other parties hereto.  No right,
   power or remedy conferred upon or reserved to a party under this Agreement
   or any other of the Transaction Documents is exclusive of any other right,
   power or remedy in any of the Transaction Documents, but each and every
   such right, power and remedy shall be cumulative and concurrent and shall
   be in addition to any other right, power and remedy given hereunder or
   under any other Transaction Documents, or now or hereafter existing at
   law, in equity or by statute.

            12.3.2     If (i) any Contributor receives prior to the First
   Closing an offer for a Competing Transaction (as defined in Section 5.7),
   and (ii) such Contributor fails to obtain its applicable consents shown on
   Schedule 6.1.2(b) for any reason, and (iii) Contributors agree to or
   consummate Competing Transactions on or before December 31, 1998 involving
   more than 25% of the aggregate Gross Asset Value of the Assets as shown on
   Schedule 2.1, and (iv) Regency is not in material breach of any covenant,
   representation or warranty made by it in this Agreement and has performed
   all material obligations required to be performed by it at or before the
   First Closing, each Contributor (jointly and severally with each Midland
   Principal who directly or indirectly owns an equity interest in such
   Contributor) whose Assets are subject to such Competing Transactions shall
   immediately pay to Regency upon the closing of such Competing Transactions
   (by wire transfer) a break-up fee in an amount equal to 2% of the Gross
   Asset Value of such Assets disposed of by such Contributor in the
   Competing Transaction as shown on Schedule 2.1, whereupon such Contributor
   shall have no further liability to Regency whatsoever arising out of any
   Competing Transaction.  


                          ARTICLE 13:  INDEMNIFICATION

        13.1      By Midland Principals.  For a period of one year from the
   First Closing Date (except for (i) Claims related to a breach of the
   representations and warranties set forth in Sections 6.1.1 (Due
   Organization), 6.1.2 (Due Authorization; Consents; No Violations), 6.2.2
   (Securities) and 6.3 (Joint Ventures), for which the survival period shall
   be two years, and (ii) Claims related to a breach of the representations
   and warranties set forth in Section 6.2.6 (No Employees), Section 6.4.5
   (Employee Benefit Plans), Section 5.6 (Disclosure) and Section 6.2.3
   (Distributions and Payments), and related to any Tax, for which the
   survival period shall be the applicable statute of limitation related to
   such Claim), the Midland Principals hereby agree to indemnify, defend and
   hold harmless Regency, each Transferee and their respective directors,
   officers, employees and other Affiliates, from and against all Claims
   asserted against, resulting to, imposed upon, or incurred, directly or
   indirectly, by any such Person or the Assets transferred to such
   Transferee pursuant to this Agreement by reason of, arising out of or
   resulting from (i) the inaccuracy or breach of any representation or
   warranty of (x) such Midland Principal, or (y) any Property Entity
   (including Midland Development) or (z) Midland Affiliate in which he owns
   an equity interest contained in or made pursuant to this Agreement,
   including closing certificates (regardless of whether such breach is
   deemed "material"); (ii) the breach of any covenant of (x) such Midland
   Principal or (y) any Property Entity (including Midland Development) or
   Midland Affiliate in which he owns an equity interest contained in this
   Agreement (regardless of whether such breach is deemed "material"); or
   (iii) any Claim accruing prior to the First Closing Date not constituting
   an Assumed Liability or Assumed Obligation.  Notwithstanding the
   foregoing, with respect to an Indemnified Claim which results from (i) the
   inaccuracy or breach of any representation or warranty of a Property
   Entity (other than Midland Development) or Midland Affiliate, (ii) the
   breach of a covenant of a Property Entity (other than Midland Development)
   or Midland Affiliate or (iii) any Claim against a Property Entity (other
   than Midland Development) or Midland Affiliate accruing prior to the First
   Closing Date which is not an Assumed Liability or Assumed Obligation, each
   Midland Principal shall only be liable to the extent of (i) the sum of the
   Contribution Value and the Debt Amount of the Asset to which such
   inaccuracy, breach or Claim relates, multiplied by (ii) his percentage
   interest in such Property Entity (other than Midland Development) or
   Midland Affiliate transferring such Asset. The "Debt Amount" with respect
   to an Asset means the total outstanding amount of recourse construction
   debt encumbering the Asset as of the First Closing and guaranteed by the
   Midland Principal (but only so long as such construction debt remains
   outstanding), and in the case of a violation prior to the First Closing of
   carve-outs from the non-recourse provisions of Existing Mortgage Debt, the
   Debt Amount also includes the amount of such Existing Mortgage Debt
   outstanding on the First Closing Date which becomes recourse as a result
   of such violation (but only to the extent of the loss caused to the lender
   by such violation).  With respect to an Indemnified Claim which results
   from (i) the inaccuracy or breach of any representation or warranty of
   Midland Development, (ii) the breach of a covenant of Midland Development
   or (iii) any Claim against Midland Development accruing prior to the First
   Closing Date which is not an Assumed Liability or Assumed Obligation, each
   Midland Principal shall be jointly and severally liable with each other
   Midland Principal.  A Midland Principal owning an interest in a Midland
   Affiliate is deemed to own an equity interest in any Property Entity owned
   by such Midland Affiliate equal to his pro rata interest in such Midland
   Affiliate multiplied times such Midland Affiliate's interest in the
   Property Entity.  As used in this Article 13, the term "Indemnified Claim"
   shall include all Loss and Expenses.

        13.2      By Contributors.  For a period of one year from the First
   Coast Closing Date (except for (i) Claims related to a breach of the
   representations and warranties set forth in Sections 6.1.1 (Due
   Organization), 6.1.2 (Due Authorization; Consents; No Violations), 6.2.2
   (Securities) and 6.3 (Joint Ventures), for which the survival period shall
   be two years, and (ii) Claims related to a breach of the representations
   and warranties set forth in Sections 6.2.6 (No Employees), 6.4.5 (Employee
   Benefit Plans), 5.6 (Disclosure) and 6.2.3 (Distributions and Payments),
   and related to any Tax, for which the survival period shall be the
   applicable statute of limitation related to such Claim), each Contributor
   hereby agrees to indemnify, defend and hold harmless Regency, each
   Transferee and their respective directors, officers, employees and other
   Affiliates, from and against all Claims asserted against, resulting to,
   imposed upon, or incurred, directly or indirectly, by any such Person or
   the Assets transferred to such Transferee pursuant to this Agreement by
   reason of, arising out of, or resulting from (i) the inaccuracy or breach
   of any representation or warranty of such Contributor contained in or made
   pursuant to this Agreement, including closing certificates (regardless of
   whether such breach is deemed "material"); (ii) the breach of any covenant
   of such Contributor contained in this Agreement (regardless of whether
   such breach is deemed "material"); or (iii) any Claim accruing prior to
   the First Closing Date not constituting an Assumed Liability or Assumed
   Obligation.  A Property Entity shall only be responsible for Claims made
   with respect to its individual representations, warranties, covenants and
   Claims, and not those of any other Property Entity (except as otherwise
   specifically provided for with respect to Midland Development).

        13.3      By the Partnership and Other Transferees.  For the periods
   indicated herein and subject to the terms and conditions of this Article
   13, each Transferee and the Partnership hereby agrees to indemnify, defend
   and hold harmless the Property Entities and their respective directors,
   officers, employees, partners and other Affiliates from and against all
   Claims asserted against, resulting to, imposed upon or incurred by any
   such Person, directly or indirectly, by reason of, arising out of or
   resulting from (i) any breach by such Transferee of any obligation of such
   Transferee related to the Assets which by this Agreement, or any Closing
   delivery, specifically become the obligation of such Transferee, for a
   period equal to the applicable statute of limitations relating to such
   Claims; or (ii) all Claims against the Property Entities or Midland
   Affiliates constituting, relating to or arising out of any Assumed
   Liabilities or Assumed Obligations or any Claim accruing after the date at
   which the Asset relating to such Claim has been transferred to the
   Partnership or other Transferee, for a period equal to the applicable
   statute of limitations relating to such Claims.  

        13.4      By Regency.  For a period of two years from the First
   Closing Date (except with respect to the inaccuracy of any form or report
   filed with the Securities and Exchange Commission in which case the
   survival period shall be the applicable statute of limitations) and
   subject to the terms and conditions of this Article 13, Regency hereby
   agrees to indemnify, defend and hold harmless the Unit Recipients from and
   against all Claims asserted against, resulting to, imposed upon or
   incurred by any such Person, directly or indirectly, by reason of, arising
   out of or resulting from (i) the inaccuracy or breach of any
   representation or warranty of Regency contained in or made pursuant to
   Article 7 of this Agreement (regardless of whether such breach is deemed
   "material") or (ii) the breach of any covenant of Regency contained in
   this Agreement (regardless of whether such breach is deemed "material").

        13.5      Remedies Upon Fraud.  Nothing in this Agreement or in any
   Transaction Document shall be deemed to limit any right or remedy of any
   party at law or in equity for criminal activity or acts constituting
   fraud, notwithstanding anything contained herein to the contrary.

        13.6      Indemnification of Third-Party Claims.  The obligations and
   liabilities of any party to indemnify any other under this Article 13 with
   respect to Claims relating to third parties shall be subject to the
   following terms and conditions:

            13.6.1     Notice and Defense.  The party or parties to be
   indemnified (whether one or more, the "Indemnified Party") shall give the
   party from whom indemnification is sought (the "Indemnifying Party")
   written notice of any such Claim prior to the expiration of the survival
   period to which the Claim relates, and the Indemnifying Party shall
   undertake the defense thereof by representatives chosen by it.  Failure to
   give such notice shall not affect the Indemnifying Party's duty or
   obligations under this Article 13, except to the extent the Indemnifying
   Party is prejudiced thereby.  So long as the Indemnifying Party is
   defending any such Claim actively and in good faith, the Indemnifying
   Party shall have the right to settle such Claim in its sole discretion,
   provided that the Indemnifying Party shall not, without the written
   consent of the Indemnified Party, settle or compromise any Claim or
   consent to the entry of any judgment which does not include as an
   unconditional term thereof the giving by the claimant or the plaintiff to
   the Indemnified Party of a release from all Liability in respect of such
   Claim.  If there is a reasonable probability that a Claim may materially
   and adversely affect the Indemnified Party other than as a result of money
   damages or other money payments, the Indemnified Party shall have the
   right to retain its own counsel to defend against the portion of the Claim
   not involving monetary relief, and the cost of such counsel shall be an
   Expense of the Indemnifying Party.  The Indemnified Party shall make
   available to the Indemnifying Party or its representatives all records and
   other materials required by them and in the possession or under the
   control of the Indemnified Party, for the use of the Indemnifying Party
   and its representatives in defending any such Claim, and shall in other
   respects give reasonable cooperation in such defense.  An Indemnified
   Party includes any Unit Recipient who has received Units pursuant to the
   transactions contemplated by this Agreement, and any such Person shall be
   entitled to enforce a Claim for indemnification hereunder in such Person's
   own right.

            13.6.2     Failure to Defend.  If the Indemnifying Party, within
   a reasonable time after notice of any such Claim, fails to defend such
   Claim actively and in good faith, the Indemnified Party will (upon further
   notice and the failure of the Indemnifying Party to commence the defense
   of such Claim within thirty (30) days after such further notice) have the
   right to undertake the defense, compromise or settlement of such Claim or
   consent to the entry of a judgment with respect to such Claim, on behalf
   of and for the account and risk of the Indemnifying Party, and the
   Indemnifying Party shall thereafter have no right to challenge the
   Indemnified Party's defense, compromise, settlement or consent to
   judgment. 

        13.7      Payment.  

            13.7.1     General.  The Indemnifying Party shall promptly pay
   the Indemnified Party any amount due under this Article 13.  Upon
   judgment, determination, settlement or compromise of any Indemnified Claim
   pursuant to the provisions hereof, the Indemnifying Party shall pay
   promptly on behalf of the Indemnified Party, and/or to the Indemnified
   Party in reimbursement of any amount theretofore required to be paid by
   it, the amount so determined by judgment, determination, settlement or
   compromise pursuant to the provisions hereof, and all other Loss and
   Expenses of the Indemnified Party with respect thereto, unless in the case
   of a judgment an appeal is made from the judgment.  If the Indemnifying
   Party desires to appeal from an adverse judgment, then the Indemnifying
   Party shall post and pay the cost of the security or bond to stay
   execution of the judgment pending appeal.  Upon the payment in full by the
   Indemnifying Party of such amounts, the Indemnifying Party shall succeed
   to the rights of such Indemnified Party, to the extent not waived in
   settlement, against the third party who made such Indemnified Claim
   (collectively, together with the Shares issued and/or cash paid (and
   interest income earned on such cash) upon the exercise of the Redemption
   Rights with respect to such Additional Units, the "Collateral").  The
   security interests granted pursuant to this Section 13.7.1 shall not
   impair any Midland Principal's Redemption Rights; provided, however, that
   any Shares issued and/or cash paid (and interest income earned on such
   cash) upon the exercise of such Redemption Rights must also be pledged
   hereunder and shall be part of the Collateral.

            13.7.2     Security Interest.

                  (a)  Grant.  In the event that either Regency or the
   Partnership notifies a Midland Principal of a Claim, pursuant to Section
   13.1, on or before the date of any Subsequent Closing, each Midland
   Principal, as a condition to receiving such Person's respective percentage
   (as set forth on the Allocation Chart) of Additional Units to be issued at
   a Subsequent Closing, shall, in addition to being bound by the other
   provisions set forth in this Section 13.7.2, secure such Midland
   Principal's liability to pay an Indemnified Claim by pledging and granting
   to Regency and the Transferees under the Uniform Commercial Code a first
   priority security interest in such Additional Units having a Value as of
   such date equal to 125% of such Midland Principal's pro rata portion of
   such Claim (the "Collateral").  

                  (b)  Evidence and Perfection of Security Interest. 
   Certificates for the Collateral, together with related stock powers or
   other powers of attorney otherwise reasonably acceptable to Regency, shall
   be held by Regency until the release of the security interests therein
   pursuant to this Article 13.  In addition, each Midland Principal shall
   deliver to Regency and/or the Transferees, as the case may be, such
   financing statements, continuation statements, and similar documents as
   Regency and/or the Transferees shall deem appropriate to perfect and to
   continue perfection of their respective security interests in the
   Collateral.  

                  (c)  No Encumbrance, Sale, Etc.  Until such time as Regency
   and the Transferees release their respective security interests in the
   Collateral, each Midland Principal granting the security interest
   described above shall (i) keep the Collateral free of all security
   interests, voting trust agreements, shareholder agreements, or other
   interests and encumbrances, except for the security interest granted
   herein, and (ii) not assign, deliver, sell, transfer, lease or otherwise
   dispose of (including dispositions by operation of law) any portion of the
   Collateral or any interest therein without the prior written consent of
   Regency and the Transferees.

                  (d)  Disputed Claim.  Notwithstanding anything herein to
   the contrary, in the event that either Regency or a Transferee notifies a
   Midland Principal of a Claim on or before the date of a Subsequent Closing
   and such Midland Principal disputes such Claim, the Collateral shall be
   pledged, and neither Regency nor any Transferee may exercise its rights
   with respect to such security interests until the amount of such Claim has
   either (i) been decided by a court of competent jurisdiction and such
   decision is not subject to appeal, or (ii) agreed to by the Indemnifying
   Parties with respect to such Claim.  Once the amount of such Claim has
   been decided or agreed upon, the Collateral may be used to satisfy the
   Indemnified Claim, based on its then Value.  

                  (e)  Adjustment.  In the event that the parties are not
   able to agree on the amount of the pending Indemnified Claims, the Midland
   Representatives shall have the right to request binding arbitration of the
   maximum possible amount of such Claims (but not the merits of such
   Claims), by delivery of written notice to Regency and the Partnership. 
   Arbitration proceedings shall be administered by and conducted pursuant to
   the Commercial Arbitration Rules of the American Arbitration Association. 
   The arbitration proceedings shall be held in St. Louis, Missouri.  Three
   independent arbitrators shall be selected:  one shall be a practicing
   attorney, one shall be a certified public accountant, and the third shall
   be a real estate professional, each of whom shall be knowledgeable about
   the subject matter giving rise to the Claims in dispute.  The arbitration
   proceedings shall be completed within  30 days after the selection of the
   arbitrators, who shall render their decision in writing, by majority vote,
   within 30 days after the conclusion of the proceeding, stating the factual
   basis for their decision.  The arbitrators shall have authority to include
   in their decision an award in favor of a party of all or any portion of
   its attorneys' fees and expenses incurred in connection with the
   arbitration, together with the cost of the arbitration.  Within two
   business days after the date of the arbitration decision, if the amount of
   Collateral of a Midland Principal times the then Value equals at least
   125% of his allocable share of the amount determined by the arbitrators to
   be the maximum possible exposure of the pending Indemnified Claims,
   Regency shall release the excess Collateral.

                  (f)  Substitution of Collateral.  Any Midland Principal
   holding Collateral may substitute a letter of credit issued by a
   responsible financial institution located in the United States in favor of
   Regency and the Transferees, provided that the letter of credit (i) is for
   an amount equal to or greater than 125% of the then Value of the
   Collateral which such letter of credit is replacing and (ii) is
   irrevocable until the security interest is released in the remaining
   Collateral.

                  (g)  Remedies.  In the event that Regency or any Transferee
   has the right to use the Collateral to satisfy the liability of a Midland
   Principal, if any, to pay an Indemnified Claim, without waiving any other
   right under this Agreement, Regency and such Transferee, as the case may
   be, shall have all rights and remedies of a secured party under the
   Uniform Commercial Code in addition to the rights and remedies as may be
   available hereunder, subject to the limitations on their rights to
   foreclose set forth in Section 13.7.2(d).  

                  (h)  Distributions in Respect of Collateral.  Until such
   time as Regency and the Transferees release their respective security
   interests in the Collateral, each Midland Principal shall assign to and
   authorize Regency and the Transferees to receive any and all non-cash
   dividends or non-cash distributions of whatever nature now or hereafter
   made in respect of the Collateral, including those made in connection with
   the dissolution, liquidation, sale of assets, merger, consolidation or
   other reorganization of Regency or any Transferee, or any stock dividend,
   stock split, recapitalization, reclassification or otherwise, to surrender
   such Collateral or any part thereof in exchange therefor, and to hold any
   such dividend or distribution as part of the Collateral.  Notwithstanding
   Regency's and the Transferees' respective security interests in the
   Collateral, each Midland Principal shall be entitled to receive all cash
   distributions relating to Additional Units constituting Collateral without
   any security interest attaching thereto.

        13.8      Jurisdiction.  Any suit, action or proceeding against any
   Midland Principal with respect to this Article 13 may be brought in the
   courts of the State of Missouri or in the U.S. District Court for the
   Eastern District of Missouri as Regency or the applicable Transferee, as
   the case may be, in its sole discretion may elect, and each Midland
   Principal, by acceptance of any Additional Units, shall be deemed to
   accept the nonexclusive jurisdiction of those courts for the purpose of
   any suit, action or proceeding.  In addition, each Midland Principal shall
   be deemed to irrevocably waive, to the fullest extent permitted by law,
   any objection which such Person may have to the laying of venue of any
   suit, action or proceeding arising out of or relating to this Section 13.8
   or any judgment entered by any court in respect to any part thereof
   brought in the State of Missouri and to further irrevocably waive any
   claim that any suit, action or proceeding brought in the State of Missouri
   has been brought in an inconvenient forum.

        13.9      Threshold and Cap.  Notwithstanding anything herein to the
   contrary, no party required to indemnify any other under this Article 13
   shall be responsible for any Indemnified Claim under the terms of this
   Article 13 until the cumulative aggregate amount of such Indemnified
   Claims suffered by the applicable Property Owner, on the one hand, or the
   Transferees or Regency on the other hand, as the case may be, exceeds
   $500,000, with respect to OTR/Midland Realty Holdings, Ltd. or $50,000
   with respect to each other Property Owner, in which case the Contributor
   and the Midland Principals, on the one hand, or the Transferees or Regency
   on the other hand, as the case may be, shall then be liable for all such
   Indemnified Claims as to such Property Owner, but (a) in the case of a
   Midland Principal's liability for a breach of a representation, warranty
   or covenant by a Property Entity, a Midland Affiliate or a Midland
   Principal that is not willful or intentional, only to the extent that the
   aggregate Loss and Expenses do not exceed the combined value of the
   Collateral on the date that the Claim is satisfied, and (b) in the case of
   a breach of a representation, warranty or covenant by Regency or any
   Transferee that is not willful or intentional (other than a Claim relating
   to an Assumed Liability), only to the extent that the aggregate Loss and
   Expenses do not exceed the aggregate Contribution Value of the Assets.

        13.10  No Waiver.  The closing of the transactions contemplated by
   this Agreement shall not constitute a waiver by any party of its rights to
   indemnification hereunder, regardless of whether the party seeking
   indemnification otherwise has knowledge of the breach, violation or
   failure of condition constituting the basis of the Claim at or before the
   First Closing, and regardless of whether such breach, violation or failure
   is deemed to be "material," subject to the provisions of Sections 5.10 and
   5.11 (requiring notice to the other party).

        13.11  Designated Representatives.  Lee Wielansky and Stephen
   Notestine are hereby designated to represent the Midland Principals and
   each Property Entity and Midland Affiliate in connection with any consent,
   approval, agreement, settlement, or other action to be taken after the
   First Closing under this Article 13 (the "Midland Representatives"), and
   the decision of the Midland Representatives shall be binding on the
   Midland Principals and each Property Entity and Midland Affiliate. 
   Further, the Midland Representatives shall have the right to engage
   attorneys to represent the interest of the Midland Principals and each
   Property Entity and Midland Affiliate and incur reasonable costs and
   expenses in connection with any action to be taken or issues arising under
   this Article 13, and the Midland Principals, by acceptance of Additional
   Units at any Subsequent Closing, shall be deemed to have agreed to fund
   such costs and expenses, which liability shall be joint and several.


                       ARTICLE 14:  POST-CLOSING COVENANTS

        14.1      Completion of 1997 Audit.  Each Midland Principal agrees to
   cause, and to cooperate in facilitating the completion as promptly as
   practicable after the First Closing of, the preparation of audited
   financial statements for each Property Owner, in accordance with GAAP and
   reported on by KPMG Peat Marwick, and complying in all material respects
   with the requirements of the Exchange Act and the rules and regulations of
   the SEC promulgated thereunder for filing by Regency with the SEC in a
   Form 8-K.  Without limiting the foregoing, each Midland Principal agrees
   to give Regency and Regency's independent certified public accountants
   access to the work papers for such Property Owner's financial statements. 
   Regency shall pay the cost of each Property Owner's audit.

        14.2      Access to Books and Records.  For a period of seven years
   following the First Closing, Regency shall cause the Partnership and the
   other Transferees to preserve and to give the Property Entities access,
   upon reasonable advance notice and during normal business hours, to all
   books and records delivered by the Property Entities to such Transferees
   to enable the Property Entities to prepare Tax returns or respond to any
   request of any Tax authority or Governmental Entity regarding matters
   prior to the First Closing.

        14.3      Environmental Matters.  

            14.3.1     Each Property Entity, Midland Principal and Midland
   Affiliate hereby waives any claim for contribution against the Transferees
   for any damages to the extent they arise from any pre-closing conditions
   related to:

                       (1)  any Release of, threatened Release of, or
   disposal of any Hazardous Materials at any Property or Option Property;

                       (2)  the operation or violation of any environmental
   Law at any Property or Option Property; or

                       (3)  any environmental Claim pursuant to any
   environmental Law in connection with any Property or Option Property.

            14.3.2     The waiver contained in this Section 14.3 shall be
   binding upon the successors and assigns of the Midland Principals,
   Property Entities and Midland Affiliates to the benefit of the Transferees
   and their directors, officers, employees and agents, and their successors
   and assigns.  

        14.4      Reports on Earn-Out Performance.  From the First Closing
   Date until the last Earn-Out Closing Date, the Transferees shall provide
   the Midland Representatives with quarterly reports in a form reasonably
   acceptable to such parties relating to the various factors that form the
   basis for the computation of the various earn-outs described in Section
   2.5, e.g., the performance of the Eligible Properties with respect to the
   In-Process Earn-Out.  The Transferees agree to cause to be preserved and
   made available for inspection, during normal business hours and upon
   reasonable prior notice, by a representative appointed by the Midland
   Representatives, all books and records relating to amounts due on any
   Earn-Out Closing Date.  The Midland Representatives shall have the right
   to conduct up to three audits of such books and records for the purpose of
   confirming the amount due on any Earn-Out Closing Date, and if any such
   audit discloses that any earn-out has been understated for any calendar
   year preceding an Earn-Out Closing Date by more than 5%, Regency shall
   reimburse the Midland Representatives for the cost of such audit.  

        14.5      Midland Development 401(k) Plan.  Promptly after the First
   Closing, Midland Development shall undertake the actions necessary to
   inform participants in its 401(k) Plan of their right to a distribution,
   including the right to make an eligible rollover distribution to Regency's
   Plan.  In addition, Midland Development shall maintain its 401(k) Plan for
   as long as required by Treasury Regulation Section 401(k)-1(d)(4). 
   Participants in the Midland 401(k) Plan may receive a distribution
   pursuant to this Section until the last day of the calendar year following
   the year of the First Closing.  Midland Development shall be solely
   responsible for any costs associated with the responsibilities/duties
   contained in this Section.  Regency agrees to cause the Partnership to
   provide access to records and to provide employee and management time in
   assisting Midland Development in meeting its obligations hereunder with
   respect to its 401(k) Plan.


                           ARTICLE 15:  MISCELLANEOUS

        15.1      Headings and Interpretation.  The headings contained in
   this Agreement are for reference purposes only and are in no way intended
   to describe, interpret, define or limit the scope, extent or intent of
   this Agreement or any provision hereof.  The parties acknowledge that this
   Agreement and all other Transaction Documents have been negotiated at
   arms' length, with the assistance of their respective counsel, and
   accordingly, this Agreement and the other Transaction Documents shall not
   be construed against or in favor of any party over any other party,
   regardless of which party was responsible for drafting the same.

        15.2      Pronouns and Plurals.  Whenever required by the context,
   any pronoun used in this Agreement shall include the corresponding
   masculine, feminine or neuter forms, and the singular form of nouns,
   pronouns and verbs shall include the plural and vice versa.

        15.3      Time.  Time is of the essence for this Agreement.

        15.4      Survival.  The representations and warranties contained in
   this Agreement and the provisions of this Agreement that contemplate
   performance after the Closing shall survive the Closing and shall not be
   deemed to be merged into or waived by the instruments of such Closing.

        15.5      Expenses.  At each Closing, Regency shall make a capital
   contribution to the Partnership to enable the Partnership to pay expenses
   incident to this Agreement and the transactions contemplated hereunder,
   including (i) environmental audits, Survey, UCC Searches, the Title
   Insurance premium, state and local transfer Taxes, recording costs, loan
   assumption fees in connection with the assumption by the Partnership of
   the Existing Mortgage Debt, and any prepayment penalties; (ii) the cost of
   disseminating the disclosure document referred to in Section 5.6 and the
   travel and related expenses incurred in connection with meetings with
   Midland Principal partners; and (iii) the reasonable, itemized fees and
   expenses of attorneys and accountants for the Property Entities.  Except
   as otherwise provided in Section 12.3, in the event that this Agreement is
   terminated before the First Closing, each party hereto shall pay its own
   expenses incident to this Agreement and the transactions contemplated
   hereunder, including all legal and accounting fees and disbursements.  

        15.6      Costs of Litigation.  The parties agree that the prevailing
   party in any action brought with respect to or to enforce any right or
   remedy under this Agreement shall be entitled to recover from the other
   party or parties all reasonable costs and expenses of any nature
   whatsoever incurred by the prevailing party in connection with such
   action, including, without limitation, attorneys' fees and prejudgment
   interest.

        15.7      Mediation.  Except as otherwise provided in Section 13.7.2,
   in the Partnership Agreement and in the partnership agreement of R&M
   Western Partnership, disputes arising under this Agreement shall be
   resolved as follows:

                  (a)  No party to this Agreement shall bring a civil action
   seeking enforcement or any other remedy founded on this Agreement without
   first complying in good faith with the provisions of this Section 15.7.  
   Any party may seek injunctive relief to preserve the status quo pending
   the completion of mediation under this Agreement.

                  (b)  Disputes arising under this Agreement shall be
   submitted to mediation.  The Midland Representatives, on the one hand, and
   Regency, on the other hand, shall flip a coin to determine whether the
   mediation shall be held in St. Louis, Missouri or Jacksonville, Florida,
   and shall select a mutually acceptable mediator in such location.  In the
   event such parties are unable to agree on a mutually acceptable mediator,
   then the dispute shall be submitted to the office of JAMS/ENDISPUTE
   nearest to the determined location for mediation.  If the parties cannot
   agree on or have no particular choice of mediator from the list of
   neutrals at JAMS/ENDISPUTE, then a list and resumes of available
   mediators, numbering one more than there are parties, will be sent to the
   parties, each of whom may strike one name.  The remaining name shall be
   the mediator; provided, however, if more than one name remains, the
   mediator shall be selected by the Arbitration Administrator of
   JAMS/Endispute from the remaining names.  The mediation process shall
   continue until the case is resolved or the mediator makes a finding that
   there is no possibility of settlement through mediation.

                  (c)  In the event that a dispute is submitted to mediation,
   the Midland Representatives shall represent the Midland Principals and any
   Contributor or other Property Entity or Midland Affiliate involved in the
   dispute.

        15.8      Additional Actions and Documents.  Each party hereto hereby
   agrees to take or cause to be taken such further actions, to execute,
   deliver and file or cause to be executed, delivered and filed such further
   documents, and to obtain such consents, as may be necessary or as may be
   reasonably requested on or after the Closing Date in order to fully
   effectuate the purposes, terms and conditions of this Agreement,
   including, without limitation, the transfer and assignment to the
   Transferees of, and the vesting in the Transferees title to, the Assets.

        15.9      Remedies Cumulative.  Except as otherwise expressly
   provided in Section 12.3 and subject to the limitations set forth in
   Article 13, the remedies provided in this Agreement shall be cumulative
   and shall not preclude the assertion or exercise of any other rights or
   remedies available by Law, in equity or otherwise.

        15.10  Entire Agreement; Amendment and Modification.  This Agreement,
   including the schedules, exhibits and other documents referred to herein
   or furnished pursuant hereto, together with the letter agreement regarding
   confidentiality between Midland Development and Regency dated February 10,
   1997 (the terms of which are incorporated herein) constitutes the entire
   understanding and agreement among the parties hereto with respect to the
   transactions contemplated herein, and supersedes all prior oral or written
   agreements, commitments or understandings with respect to the matters
   provided for herein.  No amendment, modification or discharge of, or
   supplement to, this Agreement shall be valid or binding unless set forth
   in writing and duly executed and delivered by the party against whom
   enforcement of the amendment, modification, or discharge is sought.  

        15.11  Notices.  All notices, demands, requests, and other
   communications which may be or are required to be given, served, or sent
   by any party to any other party pursuant to this Agreement shall be in
   writing and shall be hand delivered, sent by overnight courier or mailed
   by first-class, registered or certified U.S. mail, return receipt
   requested and postage prepaid, or transmitted by facsimile, telegram,
   telecopy or telex, addressed as follows:

      (i)  If to Contributors:         (ii)    If to Regency or
                                               Transferees:

           Suite 200, Westpark I               121 W. Forsyth St., Suite 200
           12655 Olive Blvd.                   Jacksonville, Florida  32202
           St.Louis, Missouri 63141            Telephone:  (904) 356-7000
           Telephone:  (314) 576-1900          Facsimile:  (904) 634-3428
           Facsimile:  (314) 576-7005          Attention:  Martin E. Stein, 
           Attention:  Lee S. Wielansky                     Jr., President
                                                           Bruce M. Johnson,
                                                            Managing Director 
                                                            and CFO

           copy to:                            copy to:

           Joseph D. Lehrer, Esq.              Charles E. Commander, Esq.
           Greensfelder, Hemker & Gale, P.C.   Foley & Lardner
           2000 Equitable Building             Green Leaf Building
           101 South Broadway                  200 Laura Street
           St. Louis, Missouri 63102-1774      Jacksonville, Florida  32202
           Telephone:  (314) 241-9090          Telephone:  (904) 359-2000
           Facsimile:  (314) 241-8624          Facsimile:  (904) 359-8700

        If personally delivered, such communication shall be deemed delivered
   upon actual receipt; if electronically transmitted pursuant to this
   Section 15.11, such communication shall be deemed delivered the next
   business day after transmission (and sender shall bear the burden of proof
   of delivery); if sent by overnight courier pursuant to this Section 15.11,
   such communication shall be deemed delivered upon receipt; and if sent by
   U.S. mail pursuant to this Section 15.11, such communication shall be
   deemed delivered as of the date of delivery indicated on the receipt
   issued by the relevant postal service, or, if the addressee fails or
   refuses to accept delivery, as of the date of such failure or refusal. 
   Any party to this Agreement may change its address for the purposes of
   this Agreement by giving notice thereof in accordance with this Section
   15.11.

        15.12     Waivers.  No delay or failure on the part of any party
   hereto in exercising any right, power or privilege under this Agreement or
   under any other documents furnished in connection with or pursuant to this
   Agreement shall impair any such right, power or privilege to be construed
   as a waiver of any default or any acquiescence therein.  No single or
   partial exercise of any such right, power or privilege shall preclude the
   further exercise of such right, power or privilege, or the exercise of any
   other right, power or privilege.  No waiver shall be valid against any
   party hereto unless made in writing and signed by the party against whom
   enforcement of such waiver is sought and then only to the extent expressly
   specified therein.

        15.13     Counterparts.  This Agreement may be executed in one or
   more counterparts, each of which shall be deemed an original, but all of
   which together shall constitute one and the same instrument.

        15.14     Governing Law.  This Agreement, the rights and obligations
   of the parties hereto, and any claim or disputes relating thereto, shall
   be governed by and construed and enforced in accordance with the Laws and
   judicial decisions of the State of Florida, without regard to conflict of
   Law principles (excluding the choice of Law rules thereof), except for
   actions affecting title to real property, in which case the Laws of the
   State in which the real property is located shall apply. 

        15.15     Assignment; Parties in Interest.  

             15.15.1  Assignment.  No party hereto shall assign its rights
   and/or obligations under this Agreement, in whole or in part, whether by
   operation of Law or otherwise, without the prior written consent of the
   other parties hereto; provided, that Regency, without the consent of any
   other party hereto, may assign its rights and/or obligations under this
   Agreement, in whole or in part, to any Affiliate.  For the purposes of
   this paragraph, "Affiliate" means (a) an entity that directly or
   indirectly controls, is controlled by or is under common control with
   Regency or (b) an entity at least a majority of whose economic interest is
   owned by Regency; and the term "control" means the power to direct the
   management of such entity through voting rights, ownership or contractual
   obligations.  

             15.15.2  Parties in Interest.  This Agreement shall be binding
   upon, inure to the benefit of, and be enforceable by the respective
   administrators, successors, legal representatives and permitted assigns of
   the parties hereto.  Nothing contained herein shall be deemed to confer
   upon any other Person any right or remedy under or by reason of this
   Agreement.

        15.16     No Third Party Beneficiaries.  This Agreement is solely for
   the benefit of the parties hereto, and no provision of this Agreement
   shall be deemed to confer any third party benefit.

        15.17     Severability.  Every provision of this Agreement is
   intended to be severable.  If any provision or term of this Agreement, or
   the application of a provision or term to any Person or circumstance,
   shall be held invalid, illegal or unenforceable, the validity, legality or
   enforceability of the other provisions and terms hereof, or the
   application of such provision or term to Persons or circumstances other
   than those to which it is held invalid, illegal or enforceable, shall not
   be affected thereby, and there shall be deemed substituted for the
   provision or term at issue a valid, legal and enforceable provision as
   similar as possible to the provision or term at issue.

        15.18     Limitation of Liability.  Any obligation or liability
   whatsoever of Regency which may arise at any time under this Agreement or
   any obligation or liability which may be incurred by it pursuant to any
   other instrument, transaction or undertaking contemplated hereby shall be
   satisfied, if at all, out of Regency's assets only.  No such obligation or
   liability shall be personally binding upon, nor shall resort for the
   enforcement thereof be had to, the property of any of its shareholders,
   trustees, officers, employees or agents, regardless of whether such
   obligation or liability is in the nature of contract, tort or otherwise.

        15.19     Waiver of Jury Trial.  TO THE EXTENT PERMITTED BY
   APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO
   TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
   AGREEMENT, THE TRANSACTION DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED
   HEREBY OR THEREBY.  THE PROVISIONS OF THIS SECTION 15.19 SHALL SURVIVE ANY
   TERMINATION OF THIS AGREEMENT.

   
        IN WITNESS WHEREOF, the parties hereto have caused this Contribution
   Agreement to be duly executed on their behalf as of the date first above
   written.

   THE MIDLAND PRINCIPALS:              REGENCY REALTY CORPORATION

     /s/ Lee S. Wielansky               By:  /s/ Bruce M. Johnson         
   Lee S. Wielansky                          Bruce M. Johnson
                                             Managing Director and CFO

     /s/ Stephen M. Notestine       
   Stephen M. Notestine


     /s/ Joseph H. Apter            
   Joseph H. Apter


     /s/ Rodney K. Jones         
   Rodney K. Jones


     /s/ Ned M. Brickman         
   Ned M. Brickman

   
                              THE PROPERTY ENTITIES

   

                                 MIDLAND DEVELOPMENT GROUP, INC.,
                                 a Missouri Corporation


                                 By:  /s/ Lee S. Wielansky                   
                                      Lee S. Wielansky, President

   
   OTR Eastern Properties
     Bent Tree Plaza (North Carolina)
     Westchester Plaza (Ohio)
     Hamilton Meadows (Ohio)
     Brookville Plaza (Virginia)
     Lakeshore (Michigan)
     Evans Crossing (Georgia)
     Statler Square (Virginia)
     Kernersville Marketplace (North Carolina)
     Maynard Crossing (North Carolina)
     Shoppes at Mason (Ohio)
     Lake Pine Plaza (North Carolina)


                                 OTR/MIDLAND REALTY HOLDINGS, LTD.,
                                 an Ohio Limited Liability Company

                                 By:  Midland Realty Holdings L.L.C.,
                                      a Missouri Limited Liability Company,
                                      Managing Member


                                      By:  /s/ Lee S. Wielansky                
                                           Lee S. Wielansky, Managing Member




   
   Beckett Commons Shopping Center
   No. 1712




                                 BECKETT PARTNERS LIMITED PARTNER-
                                 SHIP, an Ohio Limited Partnership

                                 By:  Midland-Beckett Limited Partnership,
                                      a Missouri Limited Partnership, General
                                      Partner

                                      By:  Beckett Equities, Inc., a Missouri
                                           Corporation, General Partner


                                        By:  /s/ Lee S. Wielansky          
                                             Lee S. Wielansky, President


   
   East Pointe Shopping Center
   No. 1709



                                 REYNOLDSBURG PARTNERS,
                                 an Ohio General Partnership

                                 By:  Midland Reynoldsburg Development
                                      Company Limited Partnership, a
                                      Missouri Limited Partnership, Managing
                                      General Partner

                                      By:  Reynoldsburg Equities, Inc., a
                                           Missouri Corporation, General 
                                           Partner


                                           By:  /s/ Lee S. Wielansky          
                                                Lee S. Wielansky
                                                Managing Member





   
   Franklin Square
   No. 1705



                                 MIDLAND FRANKFORT DEVELOPMENT CO.
                                 L.L.C., a Kentucky Limited Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Manager


                                 By:  /s/ Ned M. Brickman                  
                                      Ned M. Brickman, Manager


                                 By:  /s/ Stephen M. Notestine             
                                      Stephen M. Notestine, Manager

   
   Maxtown Road Shopping Center
   No. 1710




                                 MAXTOWN PARTNERS, LTD.,
                                 an Ohio Limited Liability Company

                                 By:  Maxtown Development Company L.L.C.,
                                      a Missouri Limited Liability Company,
                                      Voting Member


                                      By:   /s/ Lee S. Wielansky             
                                            Lee S. Wielansky, Managing Member


                                      By:   /s/ Ned M. Brickman              
                                            Ned M. Brickman, Managing Member




   
   St. Ann Square
   No. 1706



                                 K & M DEVELOPMENT COMPANY,
                                 a Missouri General Partnership


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Managing Partner





   
   Worthington Park Centre
   No. 1711




                                 WORTHINGTON DEVELOPMENT COMPANY,
                                 an Ohio General Partnership


                                 By:  /s/ Ned M. Brickman                  
                                      Ned M. Brickman, Managing General
                                      Partner



   
   Acquisition Contracts


                                 MIDLAND ACQUISITIONS, INC.



                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, President


   
   Acquisition Contracts


                                 MIDLAND RALEIGH ACQUISITIONS, LLC,
                                 a North Carolina Limited Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Manager



   
   Acquisition Contracts


                                 MIDLAND DALLAS ACQUISITIONS, INC.


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, President


   
   Acquisition Contracts



                                 MIDLAND MICHIGAN ACQUISITIONS, INC.


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, President


   
                             THE MIDLAND AFFILIATES


   
   OTR Portfolio




                                 MIDLAND REALTY HOLDINGS, L.L.C.,
                                 a Missouri Limited Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Managing Member





   
   Beckett Commons Shopping Center
   No. 1712




                                 MIDLAND-BECKETT LIMITED PARTNERSHIP,
                                 a Missouri Limited Partnership, General
                                 Partner


                                 By:  Beckett Equities, Inc., a Missouri
                                      Corporation, General Partner


                                      By:   /s/ Lee S. Wielansky             
                                            Lee S. Wielansky, President



   
   East Pointe Shopping Center
   No. 1709




                                 MIDLAND REYNOLDSBURG DEVELOPMENT
                                 COMPANY LIMITED PARTNERSHIP, a
                                 Missouri Limited Partnership, Managing
                                 General Partner

                                 By:  Reynoldsburg Equities, Inc., a
                                      Missouri Corporation, General Partner


                                      By:   /s/ Lee S. Wielansky             
                                            Lee S. Wielansky, President





   
   Garner Festival Center
   No. 1725




                                 MIDLAND GARNER DEVELOPMENT
                                 COMPANY, L.L.C., a North Carolina Limited
                                 Liability Company, Administrative Member


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Administrative Member



   
   Maxtown Road Shopping Center
   No. 1710




                                 MAXTOWN DEVELOPMENT COMPANY
                                 L.L.C., a Missouri Limited Liability
                                 Company, Voting Member


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Managing Member


                                 By:  /s/ Ned M. Brickman                  
                                      Ned M. Brickman, Managing Member



   
   Creekside Shopping Center
   No. 1723



                                 MIDLAND ARLINGTON DEVELOPMENT
                                 COMPANY, L.P., a Texas Limited Partnership


                                 By:  Arlington Creekside Equities, Inc.,
                                      a Texas Corporation, General Partner


                                      By:   /s/ Lee S. Wielansky             
                                            Lee S. Wielansky, President



   
   Frisco Shopping Center
   No. 1735



                                 MIDLAND FRISCO DEVELOPMENT
                                 COMPANY, L.P., a Texas Limited Partnership


                                 By:   Frisco Equities, Inc.,
                                       a Texas Corporation, General Partner


                                       By:  /s/ Lee S. Wielansky 
                                            Lee S. Wielansky, President



   
   Southpoint Crossing
   No. 1727



                                 MIDLAND DURHAM DEVELOPMENT
                                 COMPANY L.L.C., a North Carolina
                                 Limited Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Manager


   
   Lloyd King Center
   No. 1737




                                 MIDLAND ARVADA DEVELOPMENT
                                 LLC, a Colorado Limited Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Manager


   
   Nashboro Village
   No. 1726




                                 MIDLAND NASHBORO DEVELOPMENT
                                 COMPANY L.L.C., a Tennessee Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Administrative Member
                                          (Chief Manager)


   
   Shiloh Springs Shopping Center
   No. 1734




                                 MIDLAND SHILOH DEVELOPMENT
                                 COMPANY L.P., a Texas Limited Partnership

                                 By:  Shiloh Equities, Inc.,
                                      a Texas Corporation, General Partner


                                      By:   /s/ Lee S. Wielansky             
                                            Lee S. Wielansky, President


   
   Village Center
   No. 1733




                                 MIDLAND SOUTHLAKE DEVELOPMENT
                                 COMPANY, L.P., a Texas Limited Partnership

                                 By:  Southlake Equities, Inc., a Texas
                                      Corporation, General Partner


                                      By:   /s/ Lee S. Wielansky             
                                            Lee S. Wielansky, President



   
   Cheyenne Meadows




                                 MIDLAND CHEYENNE MEADOWS
                                 DEVELOPMENT, LLC,
                                 a Colorado Limited Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Manager


   
   Bethany Lake




                                 MIDLAND ALLEN DEVELOPMENT, L.P.,
                                 a Texas Limited Partnership

                                 By:  Bethany Equities, Inc.,
                                      a Texas Corporation, General Partner


                                      By:  /s/ Lee S. Wielansky                 
                                           Lee S. Wielansky, President


   
   Windmiller
   No. 1724


                                 MIDLAND PICKERINGTON DEVELOPMENT
                                 LIMITED LIABILITY COMPANY,
                                 an Ohio Limited Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Administrative Member



   
   Evans Crossing Expansion Land



                                 MIDLAND REALTY NO. 1 LLC,
                                 a Georgia Limited Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Manager



   
   NWC Woodmen



                                 MIDLAND WOODMEN DEVELOPMENT LLC,
                                 a Colorado Limited Liability Company


                                 By:  /s/ Lee S. Wielansky                 
                                      Lee S. Wielansky, Manager


   
                   LIST OF SCHEDULES TO CONTRIBUTION AGREEMENT


   Schedule 1.1.1           Abated Rent Criteria
   Schedule 1.1.2           Acquisition Contracts
   Schedule 1.1.7           Allocation Chart
   Schedule 1.1.8           Structural Reserve Allowances
   Schedule 1.1.11          Assumed Liabilities
   Schedule 1.1.12          Assumed Obligations
   Schedule 1.1.15          Capital Expenditure Budget and Schedule
   Schedule 1.1.27          Development Contracts
   Schedule 1.1.30          Development Properties
   Schedule 1.1.34          Eligible Properties
   Schedule 1.1.39          Excluded Assets
   Schedule 1.1.40          Existing Mortgage Debt
   Schedule 1.1.45          TI Contracts
   Schedule 1.1.47          First Midland NOI Threshold
   Schedule 1.1.60          King Soopers Joint Ventures
   Schedule 1.1.62          Kroger Joint Ventures
   Schedule 1.1.65          Leasing Criteria
   Schedule 1.1.70          Management Contracts
   Schedule 1.1.72          Midland Affiliates
   Schedule 1.1.90          OSTRS Committed Eastern Properties 
   Schedule 1.1.91          OSTRS Committed Western Properties 
   Schedule 1.1.92          OSTRS Eastern Option Properties
   Schedule 1.1.95          OSTRS Western Option Properties
   Schedule 1.1.105(c)      Permitted Exceptions
   Schedule 1.1.110         Property Entities
   Schedule 1.1.115         Real Property
   Schedule 1.1.124         Rent Roll and Lease Summaries
   Schedule 1.1.125         Repair Contracts
   Schedule 1.1.131         Second Midland NOI Threshold
   Schedule 1.1.134         Service Contracts
   Schedule 1.1.143         In Process Real Estate Brokerage and Other Third
                            Party Transactions Being Retained by Midland
                            Development
   Schedule 1.1.145         TI Budget and Schedule
   Schedule 1.1.146         TI Contracts
   Schedule 2.1             Contribution Values of Assets as of November 30,
                            1997
   Schedule 2.2(a)          Existing Mortgage Debt to be Paid at First Closing
   Schedule 2.2(c)          Midland Principals' Relative Share of Units Which
                            Cannot be Redeemed
   Schedule 2.4.1           Assumed Liabilities Encumbering Option Properties
   Schedule 2.5.2           Unit Recipients for In-Place Earn-Out
   Schedule 2.5.4           Worthington Outparcel Earn-Out
   Schedule 2.5.5           Evans Crossing Land Earn-Out
   Schedule 4.1             Option Properties, Owners and Option Exercise
                            Prices; Additional Restrictive Covenants
   Schedule 4.4             Land Owned by Midland Principals Which Will Not
                            Be Optioned
   Schedule 5.2             Outparcels that May be Sold Prior to Closing
   Schedule 5.20            Legal Description of Windmiller Property to be
                            transferred after Platting
   Schedule 6               Persons Whose Knowledge is Attributed to Midland
   Schedule 6.1.2(a)        Governing Documents of each Property Entity,
                            Midland Affiliate and Joint Venture
   Schedule 6.1.2(b)        Midland Consents
   Schedule 6.1.3           Defaults Under Existing Mortgage Debt
   Schedule 6.1.6           Pending or Threatened Litigation
   Schedule 6.1.7           Leased Real Property
   Schedule 6.1.8           Leased Personal Property
   Schedule 6.1.10          Contracts
   Schedule 6.1.11          Insurance Policies
   Schedule 6.1.12          Tax Matters
   Schedule 6.2.1           Retained Properties
   Schedule 6.2.2(f)        Unit Recipients' Jurisdictions of Residence
   Schedule 6.2.6           Employees of Property Entities and Joint Ventures
   Schedule 6.2.7           Brokers
   Schedule 6.3.3           Joint Venture as Successor to Liabilities
   Schedule 6.4.2           Termination of Management Contracts
   Schedule 6.4.3           Absence of Midland Development Permits
   Schedule 6.4.5           Employee Benefit Plan Disclosure
   Schedule 6.5.1           Encumbrances to Be Discharged 
   Schedule 6.5.2           Physical Condition
   Schedule 6.5.3           Rentable Area and Parking Spaces
   Schedule 6.5.4           Non-Compliance with Laws
   Schedule 6.5.6           Absence of Utilities; Permits
   Schedule 6.5.7           Contract Payments
   Schedule 6.5.8           Assessments
   Schedule 6.5.10          Matters Relating to Leases
   Schedule 6.5.12          Service Contracts
   Schedule 6.5.13          Security Deposits
   Schedule 6.5.14          Condemnation
   Schedule 6.5.15          Environmental Matters
   Schedule 6.5.17          Zoning Variances
   Schedule 6.5.18          Lack of Access
   Schedule 6.5.20          Use of Property
   Schedule 6.5.22          Development Properties
   Schedule 6.5.24          Work Contracts
   Schedule 6.5.25          Budgets and Projections
   Schedule 7               Persons Whose Knowledge is Attributed to Regency
   Schedule 7.1(b)          Regency Non-100% Entities
   Schedule 7.2(b)          Regency Consents
   Schedule 7.3.2           Commitments to Issue Regency Stock
   Schedule 7.3.3           Regency's Redemption Obligations
   Schedule 7.3.4           Regency Voting Agreements
   Schedule 7.9             Regency Litigation
   Schedule 7.11            Regency Environmental Matters
   Schedule 8.1.7           Mandatory Midland Consents
   Schedule 8.2.7           Mandatory Tenant Estoppels
   Schedule 8.2.12          Waiver of Tenant Rights of First Refusal
   Schedule 10.2.1(g)       List of Transfer Documents
   Schedule 10.2.1(j)       Officers to Sign Non-Compete Agreements


   
                   LIST OF EXHIBITS TO CONTRIBUTION AGREEMENT


   Exhibit 1.1.102          OTR Redemption Agreement
   Exhibit 1.1.104          Partnership Agreement
   Exhibit 1.1.118          Redemption Agreement
   Exhibit 1.1.123          Registration Rights Agreement
   Exhibit 3.1.1            R&M Western Partnership Allocation Provisions
   Exhibit 4.1              Memorandum of Option and Form of Purchase
                            Agreement
   Exhibit 5.13             Tenant Estoppel Certificates
   Exhibit 5.20             Windmiller Agreement
   Exhibit 8.1.9            Additional Indemnity
   Exhibit 8.2.11           Regency Letter dated December 4, 1997
   Exhibit 10.2.1(j)        Non-Compete Agreement
   Exhibit 10.2.1(k)        Lock-Up Agreement

   
   Schedules and Exhibits omitted pursuant to Section 601(b)(2) of Regulation
   S-K.

   

                                                                EXHIBIT 10(a)





                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                              REGENCY CENTERS, L.P.
              (formerly known as Regency Retail Partnership, L.P.)



   
                                TABLE OF CONTENTS

                                    ARTICLE 1
                                  DEFINED TERMS



                                    ARTICLE 2
                             ORGANIZATIONAL MATTERS

        Section 2.1    Organization; Application of Act  . . . . . . . .   14
        Section 2.2    Name  . . . . . . . . . . . . . . . . . . . . . .   14
        Section 2.3    Registered Office and Agent; Principal Office . .   15
        Section 2.4    Term  . . . . . . . . . . . . . . . . . . . . . .   15

                                    ARTICLE 3
                                     PURPOSE

        Section 3.1    Purpose and Business  . . . . . . . . . . . . . .   15
        Section 3.2    Powers  . . . . . . . . . . . . . . . . . . . . .   15

                                    ARTICLE 4
                    CAPITAL CONTRIBUTIONS; ISSUANCE OF UNITS;
                                CAPITAL ACCOUNTS

        Section 4.1    Capital Contributions of the Partners . . . . . .   16
        Section 4.2    Issuances of Additional Partnership Interests . .   17
        Section 4.3    No Preemptive Rights  . . . . . . . . . . . . . .   18
        Section 4.4    Capital Accounts of the Partners  . . . . . . . .   18

                                    ARTICLE 5
                                  DISTRIBUTIONS

        Section 5.1    Requirement and Characterization of
                       Distributions . . . . . . . . . . . . . . . . . .   20
        Section 5.2    Amounts Withheld  . . . . . . . . . . . . . . . .   21
        Section 5.3    Withholding . . . . . . . . . . . . . . . . . . .   22
        Section 5.4    Distributions Upon Liquidation  . . . . . . . . .   23

                                    ARTICLE 6
                                   ALLOCATIONS

        Section 6.1    Allocations of Net Income and Net Loss  . . . . .   23
        Section 6.2    Special Allocation Rules  . . . . . . . . . . . .   27
        Section 6.3    Allocations for Tax Purposes  . . . . . . . . . .   28

                                    ARTICLE 7
                      MANAGEMENT AND OPERATIONS OF BUSINESS

        Section 7.1    Management  . . . . . . . . . . . . . . . . . . .   30
        Section 7.2    Certificate of Limited Partnership  . . . . . . .   35
        Section 7.3    Restriction on General Partner's Authority  . . .   36
        Section 7.4    Responsibility for Expenses . . . . . . . . . . .   36
        Section 7.5    Outside Activities of the General Partner . . . .   37
        Section 7.6    Contracts with Affiliates . . . . . . . . . . . .   37
        Section 7.7    Indemnification . . . . . . . . . . . . . . . . .   38
        Section 7.8    Liability of the General Partner  . . . . . . . .   39
        Section 7.9    Other Matters Concerning the General Partner  . .   40
        Section 7.10   Title to Partnership Assets . . . . . . . . . . .   41
        Section 7.11   Reliance by Third Parties . . . . . . . . . . . .   41

                                    ARTICLE 8
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

        Section 8.1    Limitation of Liability . . . . . . . . . . . . .   42
        Section 8.2    Management of Business  . . . . . . . . . . . . .   42
        Section 8.3    Outside Activities of Limited Partners  . . . . .   42
        Section 8.4    Priority Among Partners . . . . . . . . . . . . .   43
        Section 8.5    Rights of Limited Partners Relating to the
                       Partnership . . . . . . . . . . . . . . . . . . .   43
        Section 8.6    Redemption of Units . . . . . . . . . . . . . . .   44
        Section 8.7    Regency's Assumption of Right . . . . . . . . . .   49

                                    ARTICLE 9
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

        Section 9.1    Records and Accounting  . . . . . . . . . . . . .   49
        Section 9.2    Fiscal Year . . . . . . . . . . . . . . . . . . .   49
        Section 9.3    Reports . . . . . . . . . . . . . . . . . . . . .   49

                                   ARTICLE 10
                                   TAX MATTERS

        Section 10.1   Preparation of Tax Returns  . . . . . . . . . . .   50
        Section 10.2   Tax Elections . . . . . . . . . . . . . . . . . .   50
        Section 10.3   Tax Matters Partner . . . . . . . . . . . . . . .   50
        Section 10.4   Organizational Expenses . . . . . . . . . . . . .   52

                                   ARTICLE 11
                            TRANSFERS AND WITHDRAWALS

        Section 11.1   Transfer  . . . . . . . . . . . . . . . . . . . .   52
        Section 11.2   Transfer of General Partner's Partnership
                       Interests . . . . . . . . . . . . . . . . . . . .   52
        Section 11.3   Limited Partners' Rights to Transfer  . . . . . .   54
        Section 11.4   Substituted Limited Partners  . . . . . . . . . .   56
        Section 11.5   Assignees . . . . . . . . . . . . . . . . . . . .   56
        Section 11.6   General Provisions  . . . . . . . . . . . . . . .   57

                                   ARTICLE 12
                              ADMISSION OF PARTNERS

        Section 12.1   Admission of Successor General Partner  . . . . .   58
        Section 12.2   Admission of Additional Limited Partners  . . . .   58
        Section 12.3   Amendment of Agreement and Certificate  . . . . .   58
        Section 12.4   Representations and Warranties of Additional
                       Limited Partners  . . . . . . . . . . . . . . . .   59

                                   ARTICLE 13
                           DISSOLUTION AND LIQUIDATION

        Section 13.1   Dissolution . . . . . . . . . . . . . . . . . . .   59
        Section 13.2   Winding Up  . . . . . . . . . . . . . . . . . . .   60
        Section 13.3   Compliance with Timing Requirements of
                       Regulations; Allowance for Contingent or 
                       Unforeseen Liabilities or Obligations . . . . . .   63
        Section 13.4   Deficit Capital Account Restoration . . . . . . .   64
        Section 13.5   Deemed Distribution and Recontribution  . . . . .   65
        Section 13.6   Rights of Limited Partners  . . . . . . . . . . .   65
        Section 13.7   Notice of Dissolution . . . . . . . . . . . . . .   65
        Section 13.8   Cancellation of Certificate of Limited
                       Partnership . . . . . . . . . . . . . . . . . . .   65
        Section 13.9   Reasonable Time for Winding-Up  . . . . . . . . .   65

                                   ARTICLE 14
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

        Section 14.1   Amendments  . . . . . . . . . . . . . . . . . . .   66
        Section 14.2   Meetings of Limited Partners  . . . . . . . . . .   68

                                   ARTICLE 15
                               GENERAL PROVISIONS

        Section 15.1   Addresses and Notice  . . . . . . . . . . . . . .   69
        Section 15.2   Titles and Captions . . . . . . . . . . . . . . .   69
        Section 15.3   Pronouns and Plurals  . . . . . . . . . . . . . .   69
        Section 15.4   Further Action  . . . . . . . . . . . . . . . . .   69
        Section 15.5   Binding Effect  . . . . . . . . . . . . . . . . .   69
        Section 15.6   Waiver of Partition . . . . . . . . . . . . . . .   69
        Section 15.7   Entire Agreement  . . . . . . . . . . . . . . . .   69
        Section 15.8   Remedies Not Exclusive  . . . . . . . . . . . . .   70
        Section 15.9   Time  . . . . . . . . . . . . . . . . . . . . . .   70
        Section 15.10  Creditors . . . . . . . . . . . . . . . . . . . .   70
        Section 15.11  Waiver  . . . . . . . . . . . . . . . . . . . . .   70
        Section 15.12  Execution Counterparts  . . . . . . . . . . . . .   70
        Section 15.13  Applicable Law  . . . . . . . . . . . . . . . . .   70
        Section 15.14  Invalidity of Provisions  . . . . . . . . . . . .   70

                                   ARTICLE 16
                                POWER OF ATTORNEY

        Section 16.1   Power of Attorney . . . . . . . . . . . . . . . .   70


                                    SCHEDULES

   Schedule 7.8(b)     Regency's PFIC Obligations

   Schedule 8.6(a)     Transfer Restrictions in Regency's Articles of
                       Incorporation

   Schedule 13.4(a)    Electing Partners with Deficit Capital Account 
                       Make-up Requirement


                                    EXHIBITS


   Exhibit A      Partners, Contributions and Partnership Interests
                  (addresses)

   Exhibit B      Notice of Redemption

   Exhibit C      Security Capital Waiver and Consent Agreement

   
          SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                              REGENCY CENTERS, L.P.


             THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
   PARTNERSHIP is dated as of March 5, 1998, by and among Regency Realty
   Corporation, a Florida corporation, as general partner (the "General
   Partner"), and those additional persons who from time to time agree to be
   bound by this Agreement as limited partners (the "Limited Partners"), and
   amends and restates the Amended and Restated Agreement of Limited
   Partnership of the Partnership dated as of March 7, 1997 (the "Initial
   Agreement").


                                   Background

        Limited Partners (the "Original Limited Partners") who formerly were
   partners of Branch Properties, L.P. or its affiliates were admitted to the
   Partnership on March 7, 1997, and certain partners in partnerships
   affiliated with Branch Properties, L.P. were admitted to the Partnership
   in May and June, 1997) as holders of Class A Units (as defined below).

        In connection with the first admission of Class A Unit holders,
   Regency Atlanta, Inc., which was then the general partner of the
   Partnership, and Security Capital (as defined below) entered into
   Amendment No. 1 to the Initial Agreement to permit the holders of Class A
   Units to redeem their Units prior to the first Subsequent Closing (as
   defined below) with the consent of the General Partner and Security
   Capital.

        Regency Realty Corporation ("Regency") has merged with Regency
   Atlanta, Inc., formerly the General Partner of the Partnership, with
   Regency being the surviving corporation in the merger, and Regency has
   caused the merger into the Partnership of its subsidiary, Regency Centers,
   Inc., which owned at least 35 shopping center properties immediately prior
   to the merger.  Accordingly, Regency is now the General Partner of the
   Partnership.  In addition, the name of the Partnership has been changed to
   Regency Centers, L.P.  Regency intends for the Partnership to be the
   primary vehicle through which Regency acquires properties from time to
   time in the future.

        The General Partner wishes to amend and restate the Initial
   Agreement, as amended, pursuant to authority granted to the General
   Partner in Section 14.1(b) (i) to provide for admitting Additional Limited
   Partners (as defined below) to the Partnership from time to time, (ii) to
   make certain changes of an inconsequential nature to the form of the
   provisions governing the maintenance of Capital Accounts, and (iii) to
   delete matters of historical interest that are no longer relevant. 
   Pursuant to Section 4.2, the Limited Partnership Interests (as defined
   below) of the Additional Limited Partners shall be subordinate to the
   Limited Partnership Interests of the Original Limited Partners and the
   holders of the Class A Units.

        NOW, THEREFORE, the General Partner amends and restates the Initial
   Agreement as follows (matters in italics are agreements with the Original
   Limited Partners only).

                                    ARTICLE 1
                                  DEFINED TERMS

        The following definitions shall be for all purposes, unless otherwise
   clearly indicated to the contrary, applied to the terms used in this
   Agreement.

        "Act" means the Delaware Revised Uniform Limited Partnership Act, as
   it may be amended from time to time, and any successor to such statute.

        "Additional Limited Partner" means a Person admitted to the
   Partnership as a Limited Partner pursuant to Section 4.2 hereof and who is
   shown as such on the books and records of the Partnership.

        "Additional Unit" means a Unit issued to an Original Limited Partner
   (but not to any holder of a Class A Unit) at a Subsequent Closing pursuant
   to the Contribution Agreement. 

        "Adjusted Capital Account" means the Capital Account maintained for
   each Partner as of the end of each Partnership Year (i) increased by any
   amounts which such Partner is obligated to restore pursuant to any
   provision of this Agreement or is deemed to be obligated to restore
   pursuant to the penultimate sentences of Regulations Sections 1.704-
   2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in
   Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and
   1.704-1(b)(2)(ii)(d)(6).  The foregoing definition of Adjusted Capital
   Account is intended to comply with the provisions of Regulations Section
   1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

        "Adjusted Capital Account Deficit" means, with respect to any
   Partner, the deficit balance, if any, in such Partner's Adjusted Capital
   Account as of the end of the relevant Partnership Year.

        "Affiliate" means, with respect to any Person, any Person directly or
   indirectly controlling, controlled by or under common control with such
   Person.

        "Agreement" means this Agreement of Limited Partnership, as it may be
   amended, supplemented or restated from time to time.

        "Articles of Incorporation" means the Amended and Restated Articles
   of Incorporation of Regency, as filed with the Florida Department of
   State, as further amended or restated from time to time.

        "Assignee" means a Person to whom one or more Partnership Units have
   been transferred in a manner permitted under this Agreement, but who has
   not become a Substituted Limited Partner, and who has the rights set forth
   in Section 11.5.

        "Available Cash" means with respect to any period for which such
   calculation is being made,

             (a)  all cash revenues and funds received by the Partnership
        from whatever source (excluding the proceeds of any Capital
        Contribution other than a Capital Contribution made by the General
        Partner for the purpose of funding distributions to Limited Partners
        and excluding Capital Transaction Proceeds) plus the amount of any
        reduction (including, without limitation, a reduction resulting
        because the General Partner determines such amounts are no longer
        necessary) in reserves of the Partnership, which reserves are
        referred to in clause (b)(iv) below;

             (b)  less the sum of the following (except to the extent made
        with the proceeds of any Capital Contribution and except to the
        extent taken into account in determining Capital Transaction
        Proceeds), all of which shall be paid subject to Section 7.1(h):

                  (i)  all interest, principal and other debt payments made
             during such period by the Partnership,

                  (ii) all other cash expenditures (including capital
             expenditures) made by the Partnership during such period,

                  (iii)     investments in any entity (including loans made
             thereto) to the extent that such investments are not otherwise
             described in clauses (b)(i) or (ii), and

                  (iv) the amount of any increase in reserves established
             during such period which the General Partner determines is
             necessary or appropriate in its sole and absolute discretion.

   Notwithstanding the foregoing, Available Cash shall not include any cash
   received or reductions in reserves, or take into account any disbursements
   made or reserves established, after commencement of the dissolution and
   liquidation of the Partnership.

        "Business Day" means any day except a Saturday, Sunday or other day
   on which commercial banks in New York City, New York are authorized or
   required by law to close.

        "Capital Account" means the Capital Account maintained for a Partner
   pursuant to Section 4.4 hereof.

        "Capital Contribution" means, with respect to any Partner, any cash,
   cash equivalents or the value (as set forth by separate agreement) of
   property which such Partner contributes or is deemed to contribute to the
   Partnership pursuant to Section 4.1 or 4.2 hereof and which shall be
   treated as a contribution to the Partnership pursuant to Section 721(a) of
   the Code.

        "Capital Transaction" means a sale, exchange or other disposition
   (other than in liquidation of the Partnership) or a financing or
   refinancing by the Partnership (which shall not include any loan or
   financing to the General Partner as permitted by Section 7.1(a)(iii)) of a
   Partnership asset or any portion thereof.

        "Capital Transaction Proceeds" means the net cash proceeds of a
   Capital Transaction, after deducting all expenses incurred in connection
   therewith and after application of any proceeds, at the sole discretion of
   the General Partner, toward the payment of any indebtedness of the
   Partnership secured by the property that is the subject of that Capital
   Transaction, the purchase, improvement or expansion of Partnership
   property, or the establishment of any reserves deemed reasonably necessary
   by the General Partner; provided, however, that if the Partnership obtains
   financing for Partnership properties for which no permanent financing has
   previously been obtained, the proceeds of such financing shall not be
   deemed to be Capital Transaction Proceeds if and to the extent that the
   General Partner determines to reinvest such proceeds in additional and
   existing real property investments of the Partnership.

        "Cash Amount" means an amount of cash arrived at by multiplying (i)
   the number of Partnership Units that are the subject of a Notice of
   Redemption times (ii) the Unit Adjustment Factor times (iii) the Value on
   the Valuation Date of a Share.

        "Certificate" means the Certificate of Limited Partnership relating
   to the Partnership filed in the office of the Secretary of State of the
   State of Delaware, as amended from time to time in accordance with the
   terms hereof and the Act. 

        "Class A Units" means the Partnership Interest in the Partnership
   issued pursuant to Section 4.2 hereof which has the same rights as the
   Original Limited Partnership Units (including the right to vote together
   with the Original Limited Partners as a class, to receive distributions
   pursuant to Article 5 and to receive allocations pursuant to Article 6),
   except (i) the holder of such a Class  A Unit shall not have the right to
   receive Additional Units hereunder and (ii) the Redemption Rights with
   respect to Class A Units shall be subordinate as set forth in Sections
   8.6(a), 8.6(c)(i) and 8.6(c)(ii) hereof.

        "Class B Units" means the Partnership Interest in the Partnership
   owned by a Partner (including the General Partner or any Affiliate of
   Regency other than a Property Affiliate), other than an Original Limited
   Partner, an Additional Limited Partner and the holders of Class A Units. 
   As provided in Sections 5.1(a) and 5.1(b), the distribution rights for the
   Class B Units are subordinate to the distribution rights for the Original
   Limited Partnership Units, Class A Units and Class 2 Units.

        "Class 2 Units" means the Partnership Interest in the Partnership
   issued pursuant to Section 4.2 hereof to a Limited Partner other than an
   Original Limited Partner or the holders of the Class A Units.  As provided
   in Section 5.2, the distribution rights of the Class 2 Units are
   subordinate to the distribution rights of the Original Limited Partnership
   Units and the Class A Units but senior to distribution rights of the Class
   B Units.

        "Closing Date" has the meaning set forth in the Contribution
   Agreement.

        "Code" means the Internal Revenue Code of 1986, as amended.  Any
   reference herein to a specific section or sections of the Code shall be
   deemed to include a reference to any corresponding provision of future
   law.

        "Common Stock" means the voting Common Stock, $0.01 par value, of
   Regency.

        "Consent" means with respect to Limited Partners holding any class of
   Units, the written consent of those Limited Partners holding a majority of
   such Units at the time in question.  Consent of the Original Limited
   Partners means  the written consent of Original Limited Partners holding a
   majority of the Original Limited Partnership Units outstanding at the time
   in question.  Consent of the Limited Partners means the written consent of
   the Original Limited Partners and the Additional Limited Partners holding
   a majority of the Units outstanding at the time in question.

        "Contribution Agreement" means that certain Contribution Agreement
   and Plan of Reorganization, dated as of February 10, 1997, by and among
   Branch Properties, L.P., Branch Realty Inc. and Regency.

        "Cumulative Unpaid Accrued Return Account" means, with respect to any
   Original or Additional Limited Partner, an amount equal to (i) the
   interest that would accrue at the Prime Rate plus two percent (2%) on such
   Partner's Cumulative Unpaid Priority Distribution Account outstanding from
   time to time, less (ii) the cumulative amount of Available Cash and the
   cumulative amount of any Capital Transaction Proceeds distributed with
   respect to the Limited Partnership Units of such Partner in reduction of
   such Cumulative Unpaid Accrued Return Account pursuant to Sections
   5.1(a)(ii), 5.1(a)(v), 5.1(b)(i) and 5.1(b)(iii).

        "Cumulative Unpaid Priority Distribution Account" means, with respect
   to any Original or Additional Limited Partner an amount equal to (i) the
   aggregate of all Priority Distribution Amounts for Limited Partnership
   Units held by such Partner, less (ii) the cumulative amount of Available
   Cash and the cumulative amount of any Capital Transaction Proceeds
   distributed with respect to such Limited Partnership Units of such Partner
   in reduction of such Cumulative Unpaid Priority Distribution Account
   pursuant to Sections 5.1(a)(i), 5.1(a)(iii), 5.1(a)(iv), 5.1(a)(vi),
   5.1(b)(ii) and 5.1(b)(iv). 

        "Depreciation" means for each Partnership Year or other period, an
   amount equal to the federal income tax depreciation, amortization, or
   other cost recovery deduction allowable with respect to an asset for such
   year or other period, except that if the Gross Asset Value of an asset
   differs from its adjusted basis for federal income tax purposes at the
   beginning of such year or other period, Depreciation shall be an amount
   which bears the same ratio to such beginning Gross Asset Value as the
   federal income tax depreciation, amortization, or other cost recovery
   deduction for such year bears to such beginning adjusted tax basis;
   provided, however, that if the federal income tax depreciation,
   amortization, or other cost recovery deduction for such year is zero,
   Depreciation shall be determined with reference to such beginning Gross
   Asset Value using any reasonable method selected by the General Partner,
   except that in the case of a zero basis property contributed by an
   Original Limited Partner, such property shall be depreciated for book
   purposes over a period of not more than ten years.

        "Event of Dissolution" has the meaning set forth in Section 13.1.

        "First Closing" has the meaning set forth in the Contribution
   Agreement.

        "General Partner" means Regency Realty Corporation or its permitted
   successors as a general partner of the Partnership.

        "General Partnership Interest" means a Partnership Interest held by a
   General Partner that is a general partnership interest.  A General
   Partnership Interest may be expressed as a number of Class B Units.

        "Gross Asset Value" means with respect to any asset, the asset's
   adjusted basis for federal income tax purposes, except as follows:

             (a)  The initial Gross Asset Value of any asset contributed by a
        Partner to the Partnership shall be the fair market value (exclusive
        of liabilities) of such asset, as determined by the General Partner,
        unless required to be determined in some other manner herein;

             (b)  The Gross Asset Values of all Partnership assets shall be
        adjusted to equal their respective fair market values (exclusive of
        liabilities), as determined by the General Partner, as of the
        following times:  (i) the acquisition of an additional interest in
        the Partnership by any new or existing Partner in exchange for more
        than a de minimis capital contribution; (ii) the distribution by the
        Partnership to a Partner of more than a de minimis amount of property
        as consideration for an interest in the Partnership; and (iii) the
        liquidation of the Partnership within the meaning of Regulations
        Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments
        pursuant to clauses (i) and (ii) above shall be made only if the
        General Partner reasonably determines that such adjustments are
        necessary or appropriate to reflect the relative economic interests
        of the Partners in the Partnership;

             (c)  The Gross Asset Value of any Partnership asset distributed
        to any Partner shall be adjusted to equal the fair market value
        (exclusive of liabilities) of such asset on the date of distribution
        as determined by the General Partner; and

             (d)  The Gross Asset Values of Partnership assets shall be
        increased (or decreased) to reflect any adjustments to the adjusted
        basis of such assets pursuant to Code Section 734(b) or Code Section
        743(b), but only to the extent that such adjustments are taken into
        account in determining Capital Accounts pursuant to Regulations
        Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset
        Values shall not be adjusted pursuant to this paragraph (d) to the
        extent the General Partner determines that an adjustment pursuant to
        paragraph (b) above is necessary or appropriate in connection with a
        transaction that would otherwise result in an adjustment pursuant to
        this paragraph (d).

   If the Gross Asset Value of an asset has been determined or adjusted
   pursuant to paragraphs (a), (b), or (d) above, such Gross Asset Value
   shall thereafter be adjusted by the Depreciation taken into account with
   respect to such asset for purposes of computing profits and losses.

        "Immediate Family" means, with respect to any natural Person, such
   natural Person's spouse, parents, descendants, nephews, nieces, brothers
   and sisters and trusts for the benefit of any of the foregoing.

        "Incapacity" or "Incapacitated" means, (i) as to any individual
   Partner, death, total physical disability or entry by a court of competent
   jurisdiction adjudicating him incompetent to manage his Person or his
   estate; (ii) as to any corporation which is a Partner, the filing of a
   certificate of dissolution, or its equivalent, for the corporation or the
   revocation of its charter; (iii) as to any partnership which is a Partner,
   the dissolution and commencement of winding up of the partnership; (iv) as
   to any estate which is a Partner, the distribution by the fiduciary of the
   estate's entire interest in the Partnership; (v) as to any trustee of a
   trust which is a Partner, the termination of the trust (but not the
   substitution of a new trustee); or (vi) as to any Partner, the bankruptcy
   of such Partner.  For purposes of this definition, bankruptcy of a Partner
   shall be deemed to have occurred when the Partner (a) makes an assignment
   for the benefit of creditors, (b) files a voluntary petition in
   bankruptcy, (c) is adjudged a bankrupt or insolvent, or has entered
   against him an order of relief in any bankruptcy or insolvency proceeding,
   (d) files a petition or answer seeking for himself any reorganization,
   arrangement, composition, readjustment, liquidation, dissolution or
   similar relief under any statute, law or regulation, (e) files an answer
   or other pleading admitting or failing to contest the material allegations
   of a petition filed against him in any proceeding of this nature, (f)
   seeks, consents to or acquiesces in the appointment of a trustee, receiver
   or liquidator of the Partner or of all or any substantial part of his
   properties, (g) is the debtor in any proceeding seeking reorganization,
   arrangement, composition, readjustment, liquidation, dissolution or
   similar relief under any statute, law or regulation, which has not been
   dismissed within 120 days after the commencement thereof, or (h) is the
   subject of a proceeding whereby a trustee, receiver or liquidator is
   appointed for the Partner or all or any substantial part of its properties
   without the Partner's consent or acquiescence of a trustee, receiver or
   liquidator, and such appointment has not been vacated or stayed within 90
   days after the appointment or such appointment is not vacated within 90
   days after the expiration of any such stay.

        "Indemnitee" means (i) any Person made a party to a proceeding by
   reason of his status as (a) the General Partner, (b) a Limited Partner or
   (c) a director or officer of the Partnership or a Partner, and (ii) such
   other Persons (including Affiliates of the General Partner or the
   Partnership) acting in good faith on behalf of the Partnership as
   determined by the General Partner in its good faith judgment other than
   for any action by such Person involving fraud, willful misconduct or gross
   negligence.

        "IRS" means the Internal Revenue Service, which administers the
   internal revenue laws of the United States.

        "Limited Partner" means any Person named as a Limited Partner in
   Exhibit A attached hereto, as such Exhibit may be amended from time to
   time in accordance with the terms of this Agreement, or any Substituted
   Limited Partner or Additional Limited Partner, in such Person's capacity
   as a Limited Partner in the Partnership.

        "Limited Partnership Interest" means a Partnership Interest of a
   Limited Partner in the Partnership representing a fractional part of the
   Partnership Interests of all Limited Partners and includes any and all
   benefits to which the holder of such a Partnership Interest may be
   entitled as provided in this Agreement, together with all obligations of
   such Person to comply with the terms and provisions of this Agreement.  A
   Limited Partnership Interest may be expressed as a number of Original
   Limited Partnership Units, Class A Units, Class 2 Units or Class B Units
   as provided herein.

        "Liquidating Transaction" means any sale or other disposition of all
   or substantially all of the assets of the Partnership following the
   adoption by the General Partner of a plan of liquidation for the
   Partnership.

        "Liquidator" has the meaning set forth in Section 13.2.

        "Management Business" has the meaning set forth in Section 7.1(g).

        "Net Income" and "Net Loss" means for any taxable period, an amount
   equal to the Partnership's taxable income or loss for such taxable period
   determined in accordance with Section 703(a) of the Code (for this purpose
   all items of income, gain, loss or deduction required to be stated
   separately pursuant to Section 703(a)(1) of the Code shall be included in
   taxable income or loss), with the following adjustments:

             (a)  Except as otherwise provided in Regulations Section 1.704-
        1(b)(2)(iv)(m), the computation of all items of income, gain, loss
        and deduction shall be made without regard to any election under
        Section 754 of the Code which may be made by the Partnership;
        provided, that the amounts of any adjustments to the adjusted bases
        of the assets of the Partnership made pursuant to Section 734 of the
        Code as a result of the distribution of property by the Partnership
        to a Partner (to the extent that such adjustments have not previously
        been reflected in the Partners' Capital Accounts) shall be reflected
        in the Capital Accounts of the Partners in the manner and subject to
        the limitations prescribed in Regulations Section 1.704-
        1(b)(2)(iv)(m).

             (b)  Any income of the Partnership that is exempt from federal
        income tax and not otherwise taken into account in computing Net
        Income or Net Loss pursuant to this definition shall be added to such
        Net Income or Net Loss.

             (c)  The computation of all items of income, gain, loss and
        deduction shall be made without regard to the fact that items
        described in Sections 705(a)(1)(B) or 705(a)(2)(B) of the Code are
        not includable in gross income or are neither currently deductible
        nor capitalized for federal income tax purposes.

             (d)  Any income, gain or loss attributable to the taxable
        disposition of any Partnership property shall be determined as if the
        adjusted basis of such property as of such date of disposition were
        equal in amount to the Partnership's Gross Asset Value with respect
        to such property as of such date.

             (e)  In lieu of the depreciation, amortization, and other cost
        recovery deductions taken into account in computing such taxable
        income or loss, there shall be taken into account Depreciation for
        such fiscal year.

             (f)  In the event the Gross Asset Value of any Partnership asset
        is adjusted pursuant to clause (b) or (c) of the definition thereof,
        the amount of any such adjustment shall be taken into account as gain
        or loss from the disposition of such asset and shall be allocated
        pursuant to Section 6.2(g).

             (g)  Any items specially allocated under Sections 6.2 and 6.3
        hereof shall not be taken into account.

        "Non-U.S. Person" means with respect to the acquisition, ownership or
   transfer of any Partnership Interest or Shares, the direct or indirect
   acquisition or ownership thereof by or a transfer that results in the
   direct or indirect ownership thereof by any Person who is not (i) a
   citizen or resident of the United States, (ii) a partnership or
   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 (iii) a foreign estate or trust within the meaning of
   Section 7701(a)(31) of the Code.

        "Nonrecourse Deductions" has the meaning set forth in Regulations
   Section 1.704-2(b)(1), and the amount of Nonrecourse Deductions for a
   Partnership Year shall be determined in accordance with the rules of
   Regulations Section 1.704-2(c).

        "Nonrecourse Liability" has the meaning set forth in Regulations
   Section 1.752-1(a)(2).

        "Notice of Redemption" means the Notice of Redemption, Security
   Agreement and Investor Questionnaire substantially in the form of Exhibit
   B to this Agreement, as it may be amended from time to time by the General
   Partner effective upon written notice to the Limited Partners.

        "Option Date" means the four hundred twentieth (420th) day after the
   date of the First Closing.

        "Original Limited Partner" means the Partners who received Original
   Limited Partnership Units distributed by Branch Properties, L.P. to its
   respective partners pursuant to the Contribution Agreement.  The Original
   Limited Partners are listed on Exhibit A attached hereto.  The term
   "Original Limited Partner" shall also include any permitted transferee of
   an Original Limited Partner pursuant to Section 11.3 other than the
   General Partner or any Affiliate of the General Partner other than a
   Property Affiliate.

        "Original Limited Partnership Unit" means a Partnership Unit
   (including any Additional Units) issued to an Original Limited Partner. 
   The term "Original Limited Partnership Unit" does not include or refer to
   any Class A Units, Class 2 Units or Class B Units.
    
        "Partner" means a General Partner or a Limited Partner, and
   "Partners" means the General Partner and the Limited Partners.

        "Partner Minimum Gain" means an amount, with respect to each Partner
   Nonrecourse Debt, equal to the Partnership Minimum Gain that would result
   if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
   determined in accordance with Regulations Section 1.704-2(i)(3).

        "Partner Nonrecourse Debt" has the meaning set forth in Regulations
   Section 1.704-2(b)(4).

        "Partner Nonrecourse Deductions" has the meaning set forth in
   Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse
   Deductions with respect to a Partner Nonrecourse Debt for a Partnership
   Year shall be determined in accordance with the rules of Regulations
   Section 1.704-2(i)(2).

        "Partnership" means the limited partnership formed under the Act and
   pursuant to this Agreement, and any successor thereto.

        "Partnership Interest" means an ownership interest in the Partnership
   representing a Capital Contribution and includes any and all benefits to
   which the holder of such a Partnership Interest may be entitled as
   provided in this Agreement, together with all obligations of such Person
   to comply with the terms and provisions of this Agreement.  A Partnership
   Interest may be expressed as a number of Original Limited Partnership
   Units, Class A Units, Class 2 Units or Class B Units.

        "Partnership Minimum Gain" has the meaning set forth in Regulations
   Section 1.704-2(b)(2), and the amount of Partnership Minimum Gain, as well
   as any net increase or decrease in Partnership Minimum Gain, for a
   Partnership Year shall be determined in accordance with the rules of
   Regulations Section 1.704-2(d).

        "Partnership Record Date" means the record date established by the
   General Partner for the distribution of Available Cash pursuant to Section
   5.1 hereof, which record date shall be the same as the record date
   established by Regency for a dividend to the holders of Common Stock.

        "Partnership Unit" or "Unit" means the Partnership Interest in the
   Partnership to be issued to and held by the Limited Partners pursuant to
   Sections 4.1 and 4.2.  The ownership of Units may be evidenced by such
   form of certificate as the General Partner may determine, in its
   discretion, and the transfer of the Units evidenced by such certificates
   shall be governed by  Article 11.

        "Partnership Year" means the fiscal year of the Partnership, which
   shall be the calendar year.

        "Percentage Interest" means, as to a Partner, its interest in the
   Partnership as determined by dividing (i) the Original Limited Partnership
   Units, Class A Units, Class 2 Units and Class B Units owned by such
   Partner by (ii) the total number of Original Limited Partnership Units,
   Class A Units, Class 2 Units and Class B Units then outstanding and as
   specified in Exhibit A attached hereto, as such Exhibit may be amended
   from time to time in accordance with the terms of this Agreement.

        "Person" means an individual or a corporation, limited liability
   company, partnership, trust, unincorporated organization, association or
   other entity.

        "Pledged Units" has the meaning set forth in Section 8.6(f) with
   respect to Original Limited Partnership Units and means any other Units
   pledged by an Additional Limited Partner to the Partnership or the General
   Partner, whether pursuant to this Agreement or by separate agreement.

        "Property Affiliate" means a Person, other than any Subsidiary of
   Regency, who contributed property in exchange for a Limited Partnership
   Interest and who may be deemed an Affiliate of the General Partner, e.g.,
   because such person is a director of Regency or owns a significant number
   of Units or shares of Regency stock.

        "Prime Rate" means, on any date, a fluctuating rate of interest per
   annum equal to the rate of interest most recently established by Wachovia
   Bank of Georgia, N.A. at its Atlanta, Georgia office (or, at the General
   Partner's election, another major lender to the Partnership, at the office
   with which the Partnership deals), as its prime rate of interest for loans
   in United States dollars.

        "Priority Distribution Amount" means with respect to an Original
   Limited Partnership Unit or a Class 2 Unit outstanding on a Partnership
   Record Date (i) the cash dividend per share of Common Stock (including any
   dividend designated by Regency as capital gain pursuant to Section
   857(b)(3)(C) of the Code) declared by Regency on the Partnership Record

   Date, multiplied by (ii) the Unit Adjustment Factor in effect on such
   Partnership Record Date except that on the first Partnership Record Date
   that occurs with respect to a Class 2 Unit, the General Partner may
   require that the Priority Distribution Amount be prorated to the extent
   that the Unit has not been outstanding each day since the immediately
   preceding Partnership Record Date.

        "Recapture Income" means any gain recognized by the Partnership
   (computed without regard to any adjustment required by Section 734 or
   Section 743 of the Code) upon the disposition of any property or asset of
   the Partnership, which gain is characterized as ordinary income because it
   represents the recapture of deductions previously taken with respect to
   such property or asset.

        "Recourse Liabilities" has the meaning set forth in Regulations
   Section 1.752-1(a)(1).

        "Redeeming Partner" means a Limited Partner who duly exercised a
   Redemption Right.

        "Redemption Amount" means the Share Amount or, as determined by the
   General Partner in its sole and absolute discretion after the Option Date,
   the Cash Amount or any combination of the Share Amount and the Cash
   Amount. As provided in Section 8.6(b), in the event a Specified Redemption
   Date occurs on or before the Option Date, then the General Partner shall
   be required to cause the Partnership to issue the Share Amount (and not
   the Cash Amount) in satisfaction of the Redemption Amount, except as
   otherwise provided in Section 8.6(c).

        "Redemption Right" with respect to the Original Limited Partners and
   the holders of Class A Units has the meaning set forth in Section 8.6(a)
   hereof and with respect to Additional Limited Partners means any right
   granted to such Partners by separate agreement of the Partnership to
   redeem such Partners' Limited Partnership Interests.

        "Regency" means Regency Realty Corporation, a Florida corporation.

        "Regulations" means the Income Tax Regulations, including the
   Temporary Regulations, promulgated under the Code, as such regulations may
   be amended from time to time (including corresponding provisions of
   succeeding regulations).

        "REIT" means a real estate investment trust under Section 856 of the
   Code.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Security Capital" means Security Capital U.S. Realty, a Luxembourg
   corporation, Security Capital Holdings, S.A., a Luxembourg corporation,
   and their Affiliates.

        "Share Amount" means a number of Shares arrived at by multiplying (i)
   the number of Partnership Units that are the subject of a Notice of
   Redemption times (ii) the Unit Adjustment Factor.

        "Shares" means (i) the Common Stock of Regency, and (ii) any
   securities issuable with respect to Shares as a result of the application
   of Section 11.2(b).

        "Specified Redemption Date" means the later of (i) 5:00 p.m. Eastern
   time, on the date specified by the Redeeming Partner in such Partner's
   Notice of Redemption, or (ii) the close of business, Eastern time, on the
   first Business Day after the date in clause (i) if such date is not a
   Business Day, or (iii) 5:00 p.m. Eastern time, on the tenth Business Day
   after receipt by the General Partner of a Notice of Redemption.  

        "Subsequent Closing" has the meaning set forth in the Contribution
   Agreement.

        "Subsidiary" means, with respect to any Person, any corporation or
   other entity of which a majority of (i) the voting power of the voting
   equity securities or (ii) the outstanding equity interests is owned,
   directly or indirectly, by such Person.

        "Substituted Limited Partner" means a Person who is admitted as a
   Limited Partner to the Partnership pursuant to Section 11.4.

        "Transaction" has the meaning set forth in Section 11.2(b).

        "Unit Adjustment Factor" means initially 1.0; provided that, in order
   to prevent dilution of the Redemption Right, in the event that Regency (i)
   declares or pays a dividend on its outstanding Common Stock in Common
   Stock or makes a distribution to all holders of its outstanding Common
   Stock in Common Stock, (ii) subdivides its outstanding Common Stock, or
   (iii) combines its outstanding Common Stock into a smaller number of
   shares, the Unit Adjustment Factor shall be adjusted by multiplying the
   Unit Adjustment Factor by a fraction, the numerator of which shall be the
   number of Shares issued and outstanding on the record date (assuming for
   such purposes that such dividend, distribution, subdivision or combination
   has occurred as of such time), and the denominator of which shall be the
   actual number of Shares (determined without the above assumption) issued
   and outstanding on the record date for such dividend, distribution,
   subdivision or combination.  Any adjustment to the Unit Adjustment Factor
   shall become effective immediately after the effective date of such event
   retroactive to the record date, if any, for such event. 

        "Valuation Date" means the date of receipt by the General Partner of
   a Notice of Redemption or, if such date is not a Business Day, the first
   Business Day thereafter.

        "Value" means, with respect to a Share, the average of the daily
   market price of the Common Stock for the ten (10) consecutive trading days
   immediately preceding the Valuation Date.  The market price for each such
   trading day shall be: (i) if the Common Stock is listed or admitted to
   trading on any securities exchange or the Nasdaq-National Market, the
   closing price, regular way, on such day, or if no such sale takes place on
   such day, the average of the closing bid and asked prices on such day,
   (ii) if the Common Stock is not listed or admitted to trading on any
   securities exchange or the Nasdaq-National Market, the last reported sale
   price on such day or, if no sale takes place on such day, the average of
   the closing bid and asked prices on such day, as reported by a reliable
   quotation source designated by the General Partner, or (iii) if the Common
   Stock is not listed or admitted to trading on any securities exchange or
   the Nasdaq-National Market and no such last reported sale price or closing
   bid and asked prices are available, the average of the reported high bid
   and low asked prices on such day, as reported by a reliable quotation
   source designated by the General Partner, or if there shall be no bid and
   asked prices on such day, the average of the high bid and low asked
   prices, as so reported, on the most recent day (not more than 10 days
   prior to the date in question) for which prices have been so reported;
   provided, that if there are no bid and asked prices reported during the 10
   days prior to the date in question, the Value of the Common Stock shall be
   determined by Regency's board of directors acting in good faith on the
   basis of such quotations and other information as it considers, in its
   reasonable judgment, appropriate.

                                    ARTICLE 2
                             ORGANIZATIONAL MATTERS

        Section 2.1    Organization; Application of Act.

             (a)  Organization and Formation of Partnership.  The Partnership
        has been formed as a limited partnership under the Act, the initial
        general and limited partners have withdrawn from the Partnership and
        the General Partner and the Limited Partners do hereby amend and
        restate this Agreement to provide for the continuation of the
        Partnership according to all of the terms and provisions of this
        Agreement and otherwise in accordance with the Act.  The General
        Partner is the sole general partner and the Limited Partners are the
        sole limited partners of the Partnership.

             (b)  Application of Act.  The Partnership is a limited
        partnership pursuant to the provisions of the Act and upon the terms
        and conditions set forth in this Agreement.  Except as expressly
        provided herein to the contrary, the rights and obligations of the
        Partners and the administration and termination of the Partnership
        shall be governed by the Act.  No Partner has any interest in any
        Partnership property, and the Partnership Interest of each Partner
        shall be personal property for all purposes.

        Section 2.2    Name.  The name of the Partnership is Regency Centers,
   L.P.  The Partnership's business may be conducted under any other name or
   names deemed advisable by the General Partner, including the name of the
   General Partner or any Affiliate thereof.  The words "Limited
   Partnership," "L.P.," "Ltd." or similar words or letters shall be included
   in the Partnership's name where necessary for the purposes of complying
   with the laws of any jurisdiction that so requires.  The General Partner
   in its sole and absolute discretion may change the name of the Partnership
   at any time and from time to time and shall promptly notify the Limited
   Partners of such change; provided, that the name of the Partnership may
   not be changed to include the name, or any variant thereof, of any Limited
   Partner without the written consent of that Limited Partner.

        Section 2.3    Registered Office and Agent; Principal Office.  The
   address of the registered office of the Partnership in the State of
   Delaware is located at 1013 Centre Road, City of Wilmington, County of New
   Castle, Delaware 19801, and the registered agent for service of process on
   the Partnership in the State of Delaware at such registered office is
   Corporation Service Company.  The principal office of the Partnership is
   121 W. Forsyth Street, Suite 200, Jacksonville, Florida 32202, or such
   other place as the General Partner may from time to time designate by
   notice to the Limited Partners.  The Partnership may maintain offices at
   such other place or places within or outside the State of Florida as the
   General Partner deems advisable.

        Section 2.4    Term.  The term of the Partnership shall commence on
   the date hereof and shall continue until December 31, 2097, unless it is
   dissolved sooner pursuant to the provisions of Article 13 or as otherwise
   provided by law.

                                    ARTICLE 3
                                     PURPOSE

        Section 3.1    Purpose and Business.  The purpose and nature of the
   business to be conducted by the Partnership is (i) to conduct any business
   that may be lawfully conducted by a limited partnership organized pursuant
   to the Act and in connection therewith to sell or otherwise dispose of
   Partnership assets, (ii) to enter into any partnership, joint venture or
   other similar arrangement to engage in any of the foregoing or the
   ownership of interests in any entity engaged in any of the foregoing and
   (iii) to do anything necessary or incidental to the foregoing which, in
   each case, is not in breach of this Agreement; provided, however, that
   each of the foregoing clauses (i), (ii), and (iii) shall be limited and
   conducted in such a manner as to permit Regency at all times to be
   classified as a REIT, unless Regency provides notice to the Partnership
   that it intends to cease or has ceased to qualify as a REIT.

        Section 3.2    Powers.  The Partnership is empowered to do any and
   all acts and things necessary, appropriate, proper, advisable, incidental
   to or convenient for the furtherance and accomplishment of the purposes
   and business described herein and for the protection and benefit of the
   Partnership; provided, however, that the Partnership shall not take, or
   refrain from taking, any action which, in the judgment of the General
   Partner, (i) could adversely affect the ability of Regency to continue to
   qualify as a REIT, unless Regency provides notice to the Partnership that
   it intends to cease or has ceased to qualify as a REIT, (ii) could subject
   Regency to any additional taxes under Section 857 or Section 4981 of the
   Code or (iii) could violate any law or regulation of any governmental body
   or agency having jurisdiction over the General Partner, Regency or their
   securities, unless such action (or inaction) shall have been specifically
   consented to by the General Partner in writing.

                                    ARTICLE 4
                    CAPITAL CONTRIBUTIONS; ISSUANCE OF UNITS;
                                CAPITAL ACCOUNTS

        Section 4.1    Capital Contributions of the Partners.

             (a)  Initial Capital Contributions of Original Limited Partners. 
        Branch Properties, L.P. has contributed property to the Partnership
        which shall be deemed to have been contributed by its respective
        partners as Original Limited Partners.  The Original Limited Partners
        who have not exercised a Redemption Right with respect to all their
        Units are set forth on Exhibit A, together with the respective
        amounts of the Capital Contributions deemed to have been made by them
        and their respective Percentage Interests.  The holders of Class A
        Units who have not exercised a Redemption Right with respect to all
        their Class A Units are set forth on Exhibit A, together with the
        respective amounts of the Capital Contributions deemed to have been
        made by them and their respective Percentage Interests.  Percentage
        Interests of the Original Limited Partners and the holders of the
        Class A Units shall be adjusted in Exhibit A from time to time by the
        General Partner to the extent permitted by this Agreement to reflect
        accurately redemptions, Capital Contributions, the issuance of
        Additional Units, Class 2 Units or Class B Units, or similar events
        having an effect on a Partner's Percentage Interest.  The number of
        Units (but not the number of Class A Units) shall be increased and
        the Percentage Interests adjusted in the event that and each time
        that a Subsequent Closing occurs.  Any Partnership Interests held by
        the General Partner or any Affiliate other than a Property Affiliate
        (including Partnership Interests acquired under Sections 4.2, 8.6 and
        8.7) shall be Class B Units.  

             (b)  Initial Capital Contributions of Class 2 Unit Holders. 
        Pursuant to authority granted by Section 4.2, the General Partner may
        issue Class 2 Units from time to time to Additional Limited Partners
        who contribute property to the Partnership.  The distribution rights
        for the Class 2 Units shall be subordinate to the distribution rights
        of the Original Limited Partnership Units and the Class A Units but
        senior to the distribution rights of the Class B Units.  Exhibit A
        shall be amended from time to time to reflect the admission of such
        Additional Limited Partners to the Partnership, the number of Class 2
        Units issued to each such Additional Limited Partner and the
        respective Capital Contributions and Percentage Interests of each.

             (c)  Capital Contributions by General Partner.  The General
        Partner has contributed cash to the Partnership in the amount set
        forth on Exhibit A in exchange for the number of Class B Units set
        forth thereon.  The General Partner also owns the number of Class B
        Units set forth on Exhibit A which were acquired by Regency upon the
        exchange by Regency of Shares pursuant to the exercise by former
        Limited Partners of Redemption Rights.

             (d)  Additional Capital Contributions or Assessments.  No
        Partner shall be assessed or be required to contribute additional
        funds or other property to the Partnership, except for any such
        amounts which a Limited Partner may be obligated to repay under
        Section 5.3 or Section 13.4 and such amounts which the General
        Partner may be obligated to contribute as provided under Section
        7.1(a)(iii).  Any additional funds required by the Partnership, as
        determined by the General Partner in its reasonable business
        judgment, may, at the option of the General Partner and without an
        obligation to do so, be contributed by the General Partner as
        additional Capital Contributions.  If and as the General Partner or
        any other Partner makes additional Capital Contributions to the
        Partnership, each such Partner shall receive Class 2 Units, Class B
        Units or other Partnership Interests, subject to the provisions of
        Section 4.2, and such Partner's Capital Account shall be adjusted as
        provided in Section 4.4.  

             (e)  Return of Capital Contributions.  Except as otherwise
        expressly provided herein, the Capital Contribution of each Partner
        will be returned to that Partner only in the manner and to the extent
        provided in Article 5 and Article 13 hereof, and no Partner may
        withdraw from the Partnership or otherwise have any right to demand
        or receive the return of its Capital Contribution to the Partnership
        (as such), except as specifically provided herein.  Under
        circumstances requiring a return of any Capital Contribution, no
        Partner shall have the right to receive property other than cash,
        except as specifically provided herein.  No Partner shall be entitled
        to interest on any Capital Contribution or Capital Account
        notwithstanding any disproportion therein as between the Partners. 
        Except as specifically provided herein, the General Partner shall not
        be liable for the return of any portion of the Capital Contribution
        of any Limited Partner, and the return of such Capital Contributions
        shall be made solely from Partnership assets.  The General Partner
        may, but shall not be obligated to, make Capital Contributions for
        the purpose of enabling the Partnership to make distributions of
        Available Cash to Limited Partners.

             (f)  Liability of Limited Partners.  No Limited Partner shall
        have any further personal liability to contribute money to, or in
        respect of, the liabilities or the obligations of the Partnership,
        nor shall any Limited Partner be personally liable for any
        obligations of the Partnership, except as otherwise provided in
        Section 4.1(d) or in the Act.  No Limited Partner shall be required
        to make any contributions to the capital of the Partnership other
        than its Capital Contribution.

        Section 4.2    Issuances of Additional Partnership Interests.  The
   Contribution Agreement sets forth the provisions upon which Additional
   Units shall be issued to the Original Limited Partners, and separate
   agreements relating to the admission of Additional Limited Partners set
   forth the provisions, if any, upon which any additional Class 2 Units
   shall be issued to Additional Limited Partners in the form of earn-out or
   as consideration for additional assets to be contributed by such
   Additional Limited Partners to the Partnership.  The General Partner and
   Regency (i) shall cause the Additional Units to be issued to the Original
   Limited Partners as set forth in the Contribution Agreement, (ii) shall
   cause the additional Class 2 Units to be issued to the Additional Limited
   Partners entitled to receive the same, and (iii) shall cause the amendment
   of this Agreement to reflect the issuance of any such Additional Units and
   additional Class 2 Units.  Subject to the restrictions set forth below,
   the General Partner is hereby authorized to cause the Partnership at any
   time or from time to time to issue to the Partners or to other Persons
   such additional Class B Units or other Partnership Interests in one or
   more classes, or one or more series of any such classes, with such
   designations, preferences and relative, participating, optional or other
   special rights, powers and duties, and for such consideration as shall be
   determined by the General Partner in its sole and absolute discretion,
   subject to Delaware law, including, without limitation, (i) the
   allocations of items of Partnership income, gain, loss, deduction and
   credit to each such class or series of Partnership Interests, (ii) the
   right of each such class or series of Partnership Interests to share in
   Partnership distributions, and (iii) the rights of each such class or
   series of Partnership Interests upon dissolution and liquidation of the
   Partnership; provided, however, that so long as there shall be any
   Original Limited Partnership Units outstanding, without the Consent of the
   Original Limited Partners, (a) any Partnership Interests issued shall be
   subordinate to the Original Limited Partnership Units and will not affect
   the priority of distributions with respect to the Original Limited
   Partnership Units as set forth in Section 5.1 hereof, (b) no Partnership
   Interests other than Class B Units shall be issued to the General Partner
   or any Affiliate of the General Partner other than a Property Affiliate,
   and (c) no Partnership Interests on a parity with the Original Limited
   Partnership Units shall be issued to any Person, and provided, further,
   that without the Consent of the Additional Limited Partners holding Class
   2 Units, (a) no Partnership Interests other than Class B Units shall be
   issued to the General Partner or any Affiliate of the General Partner
   other than a Property Affiliate, and (b) except as provided in Section
   6.2(g), no Partnership Interests senior to the Class 2 Units shall be
   issued to any Person other than Additional Units issued to an Original
   Limited Partner at a Subsequent Closing.

        Section 4.3    No Preemptive Rights.  No Person shall have any
   preemptive, preferential or other similar right with respect to (i)
   additional Capital Contributions or loans to the Partnership or (ii)
   issuance or sale of any Partnership Interests.

        Section 4.4    Capital Accounts of the Partners.

             (a)  General.  The Partnership shall maintain for each Partner a
        separate Capital Account in accordance with the rules of Regulations
        Section 1.704-1(b)(2)(iv).  Such Capital Account shall be increased
        by (i) the amount of all Capital Contributions made by such Partner
        to the Partnership pursuant to this Agreement, (ii) all items of
        Partnership income and gain (including income and gain exempt from
        tax) allocated to such Partner pursuant to Sections 6.1 and 6.2 of
        this Agreement, and (iii) the amount of any Partnership liabilities
        assumed by such Partner or which are secured by any property
        distributed to such Partner, and decreased by (x) the amount of cash
        or Gross Asset Value of all actual and deemed distributions of cash
        or property made to such Partner pursuant to this Agreement, (y) all
        items of Partnership deduction and loss allocated to such Partner
        pursuant to Sections 6.1 and 6.2 of this Agreement, and (z) the
        amount of any liabilities of such Partner assumed by the Partnership
        or which are secured by any property contributed by such Partner to
        the Partnership.  Upon the issuance of any Additional Units to an
        Original Limited Partner, the aggregate value of the property
        contributed by such Partner to the Partnership shall be increased by
        the value of such Additional Units (which is agreed to be $22-1/8 per
        Additional Unit), and such increase shall be allocated among the
        items of property contributed by such Partner in proportion to their
        then book values.  The increase in the value of such property shall
        be credited to such Partner's Capital Account under this Section
        4.4(a).  Additional Capital Contributions shall be deemed to be made
        by reason of the issuance, and the Additional Limited Partner's
        Capital Account shall be adjusted by an amount equal to the agreed
        value (as set forth by separate agreement), of additional Partnership
        Interests issued to an Additional Limited Partner pursuant to any
        earn-out provisions in the agreement governing such Additional
        Limited Partner's admission to the Partnership.  Any such additional
        Capital Contributions shall be allocated to the items of contributed
        property contributed by each such Additional Limited Partner in
        proportion to their book values at the time of issuance of the
        additional Partnership Interests.

             (b)  Transfers of Partnership Units.  A transferee of an
        Original Limited Partnership Unit, Class A Unit, Class 2 Unit, Class
        B Unit or other Partnership Interest shall succeed to a pro rata
        portion of the Capital Account of the transferor; provided, however,
        that, if the transfer causes a termination of the Partnership under
        Section 708(b)(1)(B) of the Code, the Partnership's properties shall
        be deemed to have been transferred in accordance with Regulations
        Section 1.708-1 and appropriate adjustments resulting from such
        deemed transfers shall be made hereunder.

             (c)  Modification by General Partner.  The provisions of this
        Agreement relating to the maintenance of Capital Accounts are
        intended to comply with Regulations Section 1.704-1(b), and shall be
        interpreted and applied in a manner consistent with such Regulations. 
        In the event the General Partner shall determine that it is prudent
        to modify the manner in which the Capital Accounts, or any debits or
        credits thereto (including, without limitation, debits or credits
        relating to liabilities which are secured by contributed or
        distributed property or which are assumed by the Partnership, the
        General Partner, or any Limited Partners), are computed in order to
        comply with such Regulations, the General Partner may make such
        modification without regard to Article 14 of this Agreement.  The
        General Partner also shall (i) make any adjustments that are
        necessary or appropriate to maintain equality between the Capital
        Accounts of the Partners and the amount of Partnership capital
        reflected on the Partnership's balance sheet, as computed for book
        purposes, in accordance with Regulations Section 1.704-
        1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the
        event unanticipated events might otherwise cause this Agreement not
        to comply with Regulations Section 1.704-1(b).

                                    ARTICLE 5
                                  DISTRIBUTIONS

        Section 5.1    Requirement and Characterization of Distributions.

             (a)  The General Partner shall distribute quarterly an amount
        equal to 100% of Available Cash generated by the Partnership during
        such quarter to the Partners who are Partners on the Partnership
        Record Date with respect to such quarter as follows (and for this
        purpose, the holders of Class A Units shall be treated as if they
        were Original Limited Partners): 

                  (i)  First, one hundred percent (100%) to the Original
             Limited Partners, pro rata based on the number of Original
             Limited Partnership Units held by each such Partner on the
             applicable Partnership Record Date, until each has received an
             amount equal to the Priority Distribution Amount for the quarter
             for each such Unit;

                 (ii)  Next, if any Original Limited Partners have a positive
             Cumulative Unpaid Accrued Return Account, one hundred percent
             (100%) to such Original Limited Partners, pro rata based on the
             relative amounts of their Cumulative Unpaid Accrued Return
             Accounts, until each such Cumulative Unpaid Accrued Return
             Account reaches zero;

                (iii)  Next, if any Original Limited Partners have a
             positive Cumulative Unpaid Priority  Distribution Account, one
             hundred percent (100%) to such Original Limited Partners, pro
             rata based on the relative amounts of their Cumulative Unpaid
             Priority Distribution Accounts, until each such Cumulative
             Unpaid Priority Distribution Account reaches zero; 

                 (iv)  Next, one hundred percent (100%) to the Additional
             Limited Partners, pro rata based on the relative amounts of
             their Priority Distribution Amounts, until each has received an
             amount equal to the Priority Distribution Amount for the quarter
             for each Unit held by such Additional Limited Partner on the
             applicable Partnership Record Date;

                  (v)  Next, if any Additional Limited Partners have a
             positive Cumulative Unpaid Accrued Return Account, one hundred
             percent (100%) to such Limited Partners, pro rata based on the
             relative amounts of their Cumulative Unpaid Accrued Return
             Accounts, until each such Cumulative Unpaid Accrued Return
             Account reaches zero;

                 (vi)  Next, if any Additional Limited Partners have a
             positive Cumulative Unpaid Priority Distribution Account, one
             hundred percent (100%) to such Additional Limited Partners, pro
             rata based on the relative amounts of their Cumulative Unpaid
             Priority Distribution Accounts, until each such Cumulative
             Unpaid Priority Distribution Account reaches zero; and

                (vii)  Thereafter, to the General Partner and any other
             holders of Class B Units, pro rata in accordance with the
             relative number of Class B Units held by each.

             (b)  The General Partner shall distribute Capital Transaction
        Proceeds received by the Partnership within 30 days after the date of
        such Capital Transaction, provided that the General Partner has given
        the Limited Partners 20 days' prior written notice of the date for
        any such distribution (the "Capital Transaction Record Date"), as
        follows (and for this purpose, the holders of Class A Units shall be
        treated as if they were Original Limited Partners):

                  (i)  First, if any Original Limited Partners have a
             positive Cumulative Unpaid Accrued Return Account, one hundred
             percent (100%) to such Original Limited Partners, pro rata based
             on the relative amounts of their Cumulative Unpaid Accrued
             Return Accounts, until each such Cumulative Unpaid Accrued
             Return Account reaches zero; 

                 (ii)  Next, if any Original Limited Partners have a positive
             Cumulative Unpaid Priority  Distribution Account, one hundred
             percent (100%) to such Original Limited Partners, pro rata based
             on the relative amounts of their Cumulative Unpaid Priority
             Distribution Accounts, until each such Cumulative Unpaid
             Priority Distribution Account reaches zero; 

                (iii)  Next, if any Additional Limited Partners have a
             positive Cumulative Unpaid Accrued Return Account, one hundred
             percent (100%) to such Additional Limited Partners, pro rata
             based on the relative amounts of their Cumulative Unpaid Accrued
             Return Accounts, until each such Cumulative Unpaid Accrued
             Return Account reaches zero; 

                 (iv)  Next, if any Additional Limited Partners have a
             positive Cumulative Unpaid Priority Distribution Account, one
             hundred percent (100%) to such Additional Limited Partners, pro
             rata based on the relative amounts of their Cumulative Unpaid
             Priority Distribution Accounts, until each such Cumulative
             Unpaid Priority Distribution Account reaches zero; and

                  (v)  Thereafter, to the General Partner and any other
             holders of Class B Units, pro rata in accordance with the
             relative number of Class B Units held by each.

        Section 5.2    Amounts Withheld.  All amounts withheld pursuant to
   the Code or any provisions of any state or local tax law and Section 5.3
   hereof with respect to any allocation, payment or distribution to the
   General Partner, or any Limited Partners or Assignees shall be promptly
   paid, solely out of funds of the Partnership (except as otherwise provided
   in Section 5.3 in connection with the exercise by a Limited Partner of a
   Redemption Right), by the General Partner to the appropriate taxing
   authority and treated as amounts distributed to the General Partner or
   such Limited Partners or Assignees pursuant to Section 5.1 for all
   purposes under this Agreement.

        Section 5.3    Withholding.  Each Limited Partner hereby authorizes
   the Partnership to withhold from or pay on behalf of or with respect to
   such Limited Partner any amount of federal, state, local, or foreign taxes
   that the General Partner determines that the Partnership is required to
   withhold or pay with respect to any amount distributable or allocable to
   such Limited Partner pursuant to this Agreement or with respect to the
   exercise by such Limited Partner of the Redemption Rights set forth in
   Section 8.6 or in any separate agreement, including, without limitation,
   any taxes required to be withheld or paid by the Partnership pursuant to
   Section 1441, 1442, 1445, or 1446 of the Code and Section 48-7-129 of the
   Official Code of Georgia Annotated.  Any amount paid on behalf of or with
   respect to a Limited Partner shall constitute a loan by the Partnership to
   such Limited Partner, which loan shall be repaid by such Limited Partner
   within 15 days after notice from the General Partner that such payment
   must be made unless (i) the Partnership withholds such payment from a
   distribution which would otherwise be made to the Limited Partner or (ii)
   the General Partner determines, in its sole and absolute discretion, that
   such payment may be satisfied out of the available funds of the
   Partnership which would, but for such payment, be distributed to the
   Limited Partner.  Any amounts withheld pursuant to the foregoing clauses
   (i) or (ii) shall be treated as having been distributed to such Limited
   Partner and shall be promptly paid, solely out of funds of the
   Partnership, by the General Partner to the appropriate taxing authority. 
   Each Limited Partner hereby unconditionally and irrevocably grants to the
   Partnership a security interest in such Limited Partner's Partnership
   Interest as to secure such Limited Partner's obligation to pay to the
   Partnership any amounts required to be paid pursuant to this Section 5.3
   (together with attorney's fees and other costs in enforcing the
   Partnership's rights against the collateral).  In the event that a Limited
   Partner or Redeeming Partner fails to pay any amounts owed to the
   Partnership pursuant to this Section 5.3 when due, the General Partner
   may, in its sole and absolute discretion, elect to make the payment on
   behalf of such defaulting Partner, and in such event shall be deemed to
   have loaned such amount to such defaulting Partner and shall succeed to
   all rights and remedies of the Partnership as against such defaulting
   Partner (including, without limitation, in the case of a default by other
   than a Redeeming Partner the right to receive distributions from the
   Partnership).  Any amounts payable by a Limited Partner or a Redeeming
   Partner hereunder shall bear interest at the Prime Rate, plus two
   percentage points (but not higher than the maximum lawful rate) from the
   date such amount is due (i.e., 15 days after demand) until such amount is
   paid in full.  In the event that the Partnership or the General Partner is
   required to withhold tax with respect to the exercise by a Limited Partner
   of a Redemption Right, the Limited Partner exercising the Redemption Right
   shall make arrangements with the Partnership or the General Partner, as
   the case may be, to provide the funds to the Partnership necessary to
   effect the required withholding.  In the event that, pursuant to
   applicable laws and regulations, the General Partner may withhold a
   reduced amount pending a determination by applicable taxing authorities as
   to whether any additional withholding tax must subsequently be deposited,
   the General Partner shall have the right to require the Redeeming Partner
   to pledge a first priority security interest in a portion of the
   Redemption Amount as collateral for the Redeeming Partner's obligation to
   provide the funds necessary to effect any subsequent required holding
   (together with attorney's fees and other costs in enforcing the
   Partnership's rights against the collateral), in an amount in the case of
   a Share Amount equal to Shares having a Value on the date of the pledge
   equal to 125% of the maximum possible subsequent required withholding (or
   100% of the maximum possible subsequent required withholding if the
   Redemption Amount is paid in the form of the Cash Amount) (the
   "Withholding Collateral").  The General Partner shall be entitled to
   retain possession of the Withholding Collateral until either the Redeeming
   Partner provides funds to the General Partner sufficient to make any
   subsequent required withholding deposit or the General Partner receives a
   determination from the applicable authorities that no subsequent
   withholding is required.  All dividends, distributions, interest or other
   income on the Withholding Collateral while subject to the pledge hereunder
   shall be paid to the Redeeming Partner pledging the Withholding
   Collateral.  If the applicable authorities advise that subsequent
   withholding is required and the Redeeming Partner does not deliver the
   necessary funds to the General Partner within 20 days after receipt of the
   General Partner's request therefor, the General Partner shall be entitled
   to exercise all rights and remedies of a secured party under the Uniform
   Commercial Code with respect to the Withholding Collateral.  Each Limited
   Partner and each Redeeming Partner shall take such actions as the
   Partnership or the General Partner shall request in order to perfect or
   enforce the security interest created hereunder. 

        Section 5.4    Distributions Upon Liquidation.  Notwithstanding
   anything contained in Section 5.1 to the contrary, proceeds from a
   Liquidating Transaction shall be distributed to the Partners in accordance
   with Section 13.2.

                                    ARTICLE 6
                                   ALLOCATIONS

        Section 6.1    Allocations of Net Income and Net Loss.  For purposes
   of maintaining the Capital Accounts and in determining the rights of the
   Partners among themselves, the Partnership's Net Income and Net Loss shall
   be allocated among the Partners for each taxable year (or portion thereof)
   as provided herein below.

             (a)  Net Income.  After giving effect to the special allocations
        set forth in Section 6.2 below, Net Income shall be allocated as
        follows (and for this purpose, the holders of Class A Units shall be
        treated as if they were Original Limited Partners): 

                  (i)  First, one hundred percent (100%) to the General
             Partner in an amount equal to the excess, if any, of (A) the
             cumulative Net Losses allocated to the General Partner pursuant
             to Section 6.1(b)(viii) and the last sentence of Section 6.1(b)
             for all prior fiscal years, over (B) the cumulative Net Income
             allocated pursuant to this Section 6.1(a)(i) for all prior
             fiscal years;

                 (ii)  Second, one hundred percent (100%) to the Original
             Limited Partners in an amount equal to the excess, if any, of
             (A) the cumulative Net Losses allocated to such Partners
             pursuant to Section 6.1(b)(iv) for all prior fiscal years, over
             (B) the cumulative Net Income allocated pursuant to this
             Section 6.1(a)(ii) for all prior fiscal years, which amount
             shall be allocated among the Partners in the same proportions
             and in the reverse order as the Net Losses were allocated
             pursuant to Section 6.1(b)(iv);

                (iii)  Third, one hundred percent (100%) to the Original
             Limited Partners in an amount equal to the excess, if any, of
             (A) the cumulative Net Losses allocated to such Partners
             pursuant to Section 6.1(b)(iii) for all prior fiscal years, over
             (B) the cumulative Net Income allocated pursuant to this Section
             6.1(a)(iii) for all prior fiscal years, which amount shall be
             allocated among such Partners in the same proportions and in the
             reverse order as the Net Losses were allocated pursuant to
             Section 6.1(b)(iii);

                 (iv)  Fourth, one hundred percent (100%) to the Original
             Limited Partners until the cumulative allocations of Net Income
             to each Original Limited Partner under this Section 6.1(a)(iv)
             for the current and all prior fiscal years equal the cumulative
             distributions paid to the Original Limited Partner pursuant to
             Section 5.1(a)(i) and Section 13.2(a)(iii);

                  (v)  Fifth, one hundred percent (100%) to the Original
             Limited Partners until the cumulative allocations of Net Income
             to each Original Limited Partner under this Section 6.1(a)(v)
             for the current and all prior fiscal years equal the sum of the
             cumulative amounts credited to such Partner's Cumulative Unpaid
             Priority Distribution Account and Cumulative Unpaid Accrued
             Return Account for the current and all prior fiscal years; 

                 (vi)  Sixth, one hundred percent (100%) to the Additional
             Limited Partners in an amount equal to the excess, if any, of
             (A) the cumulative Net Losses allocated to the Additional
             Limited Partners pursuant to Section 6.1(b)(vii) for all prior
             fiscal years, over (B) the cumulative Net Income allocated
             pursuant to this Section 6.1(a)(vi) for all prior fiscal years,
             which amount shall be allocated among the Additional Limited
             Partners in the same proportions and in the reverse order as the
             Net Losses were allocated pursuant to Section 6.1(b)(vii);

                (vii)  Seventh, one hundred percent (100%) to the
             Additional Limited Partners in an amount equal to the excess, if
             any, of (A) the cumulative Net Losses allocated to the
             Additional Limited Partners pursuant to Section 6.1(b)(vi) for
             all prior fiscal years, over (B) the cumulative Net Income
             allocated pursuant to this Section 6.1(a)(vii) for all prior
             fiscal years, which amount shall be allocated among such
             Partners in the same proportions and in the reverse order as the
             Net Losses were allocated pursuant to Section 6.1(b)(vi);

               (viii)  Eighth, one hundred percent (100%) to the
             Additional Limited Partners until the cumulative allocations of
             Net Income to each Additional Limited Partner under this Section
             6.1(a)(viii) for the current and all prior fiscal years equal
             the cumulative distributions paid to the Additional Limited
             Partners pursuant to Section 5.1(a)(iv) and Section 13.2(a)(iv);

                 (ix)  Ninth, one hundred percent (100%) to the Additional
             Limited Partners until the cumulative allocations of Net Income
             to each Additional Limited Partner under this Section 6.1(a)(ix)
             for the current and all prior fiscal years equal the sum of the
             cumulative amounts credited to such Partner's Cumulative Unpaid
             Priority Distribution Account and Cumulative Unpaid Accrued
             Return Account for the current and all prior fiscal years; and

                  (x)  Thereafter, to the General Partner and any other
             holders of Class B Units, pro rata in accordance with the
             relative number of Class B Units held by each.

             (b)  Net Losses.  After giving effect to the special allocations
        set forth in Section 6.2 below, Net Losses shall be allocated as
        follows (and for this purpose, the holders of Class A Units shall be
        treated as if they were Original Limited Partners):

                  (i)  First, one hundred percent (100%) to the General
             Partner and the Class B Unit holders in an amount equal to the
             excess, if any, of (A) the cumulative Net Income allocated
             pursuant to Section 6.1(a)(x) hereof for all prior fiscal years,
             over (B) the cumulative Net Losses allocated pursuant to this
             Section 6.1(b)(i) for all prior fiscal years;

                 (ii)  Second, to the Original Limited Partners until the
             cumulative allocations of Net Losses under this Section
             6.1(b)(ii) equal the excess, if any, of the cumulative
             allocations of Net Income under Section 6.1(a)(v) to such
             Partners for all prior fiscal years over the cumulative
             distributions to such Partners under Section 5.1(a)(ii) and
             (iii) and Section 5.1(b)(i) and (ii) for the current and all
             prior fiscal years (such allocation being made in proportion to
             such Partners' respective excess amounts);

                (iii)  Third, to the Original Limited Partners with
             positive Adjusted Capital Account balances (determined, solely
             for purposes of this Section 6.1(b)(iii), without regard to any
             obligation of a Partner to restore a negative Capital Account
             under Section 13.4), in proportion to such balances, until such
             balances are reduced to zero;

                 (iv)  Fourth, to the Original Limited Partners in proportion
             to their relative Percentage Interests; provided, however, that
             to the extent that an allocation under this Section 6.1(b)(iv)
             would cause or increase an Adjusted Capital Account Deficit for
             such Partner, such Net Loss shall be allocated to those Original
             Limited Partners (in proportion to their relative Percentage
             Interests) for whom such allocation would not cause or increase
             an Adjusted Capital Account Deficit; and

                  (v)  Fifth, to the Additional Limited Partners until the
             cumulative allocations of Net Losses under this Section
             6.1(b)(v) equal the excess, if any, of the cumulative
             allocations of Net Income under Section 6.1(a)(ix) to such
             Partners for all prior fiscal years over the cumulative
             distributions to such Partners under Section 5.1(a)(v) and (vi)
             and Section 5.1(b)(iii) and (iv) for the current and all prior
             fiscal years (such allocation being made in proportion to such
             Partners' respective excess amounts);

                 (vi)  Sixth, to the Additional Limited Partners with
             positive Adjusted Capital Accounts balances (determined, solely
             for purposes of this Section 6.1(b)(vi), without regard to any
             obligation of a Partner to restore a negative Capital Account
             under Section 13.4), in proportion to such balances, until such
             balances are reduced to zero;

                (vii)  Seventh, to the Additional Limited Partners in
             proportion to their relative Percentage Interests; provided,
             however, that to the extent that an allocation under this
             Section 6.1(b)(vii) would cause or increase an Adjusted Capital
             Account Deficit for such Partner, such Net Loss shall be
             allocated to those Additional Limited Partners (in proportion to
             their relative Percentage Interests) for whom such allocation
             would not cause or increase an Adjusted Capital Account Deficit;
             and 

               (viii)  Any remaining Net Loss shall be allocated solely
             to the General Partner.

   Notwithstanding the foregoing, Net Losses shall not be allocated to any
   Limited Partner pursuant to this Section 6.1(b) to the extent that such
   allocation would cause such Limited Partner to have an Adjusted Capital
   Account Deficit at the end of such taxable year (or increase any existing
   Adjusted Capital Account Deficit).  All Net Losses in excess of the
   limitations set forth in the preceding sentence of this Section 6.1(b)
   shall be allocated to the General Partner.

             (c)  Nonrecourse Liabilities.  The Partners agree that excess
        Nonrecourse Liabilities of the Partnership (within the meaning of
        Section 1.752-3(a)(3) of the Regulations) will be allocated among the
        partners for purposes of Section 752 of the Code in accordance with
        their respective Percentage Interests.

             (d)  Gains.  Any gain allocated to the Partners upon the sale or
        other taxable disposition of any Partnership asset shall to the
        extent possible, after taking into account other required allocations
        of gain pursuant to Section 6.2 below, be characterized as Recapture
        Income in the same proportions and to the same extent as such
        Partners have been allocated any deductions directly or indirectly
        giving rise to the treatment of such gains as Recapture Income.

        Section 6.2    Special Allocation Rules.  Notwithstanding any other
   provision of the Agreement, the following special allocations shall be
   made in the following order:

             (a)  Minimum Gain Chargeback.  Notwithstanding any other
        provisions of Article 6, if there is a net decrease in Partnership
        Minimum Gain during any Partnership Year, each Partner shall be
        specially allocated items of Partnership income and gain for such
        year (and, if necessary, subsequent years) in an amount equal to such
        Partner's share of the net decrease in Partnership Minimum Gain, as
        determined under Regulations Section 1.704-2(g).  Allocations
        pursuant to the previous sentence shall be made in proportion to the
        respective amounts required to be allocated to each Partner pursuant
        thereto.  The items to be so allocated shall be determined in
        accordance with Regulations Section 1.704-2(f)(6).  This Section
        6.2(a) is intended to comply with the minimum gain chargeback
        requirements in Regulations Section 1.704-2(f) and for purposes of
        this Section 6.2(a) only, each Partner's Adjusted Capital Account
        Deficit shall be determined prior to any other allocations pursuant
        to Section 6.1 of the Agreement with respect to such fiscal year and
        without regard to any decrease in Partner Minimum Gain during such
        Partnership Year.

             (b)  Partner Minimum Gain Chargeback.  Notwithstanding any other
        provision of Article 6 (except Section 6.2(a) hereof), if there is a
        net decrease in Partner Minimum Gain attributable to a Partner
        Nonrecourse Debt during any Partnership Year, each Partner who has a
        share of the Partner Minimum Gain attributable to such Partner
        Nonrecourse Debt, determined in accordance with Regulations Section
        1.704-2(i)(5), shall be specially allocated items of Partnership
        income and gain for such year (and, if necessary, subsequent years)
        in an amount equal to such Partner's share of the net decrease in
        Partner Minimum Gain attributable to such Partner Nonrecourse Debt,
        determined in accordance with Regulations Section 1.704-2(i)(5). 
        Allocations pursuant to the previous sentence shall be made in
        proportion to the respective amounts required to be allocated to each
        Partner pursuant thereto.  The items to be so allocated shall be
        determined in accordance with Regulations Section 1.704-2(i)(4). 
        This Section 6.2(b) is intended to comply with the minimum gain
        chargeback requirement in such Section of the Regulations and shall
        be interpreted consistently therewith. Solely for purposes of this
        Section 6.2(b), each Partner's Adjusted Capital Account Deficit shall
        be determined prior to any other allocations pursuant to Article 6 of
        this Agreement with respect to such Partnership Year, other than
        allocations pursuant to Section 6.2(a) hereof.

             (c)  Qualified Income Offset.  In the event any Partner
        unexpectedly receives any adjustments, allocations or distributions
        described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-
        1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), and after giving
        effect to the allocations required under Sections 6.2(a) and 6.2(b)
        hereof, such Partner has an Adjusted Capital Account Deficit, items
        of Partnership income and gain shall be specially allocated to such
        Partner in an amount and manner sufficient to eliminate, to the
        extent required by the Regulations, its Adjusted Capital Account
        Deficit created by such adjustments, allocations or distributions as
        quickly as possible.

             (d)  Nonrecourse Deductions.  Nonrecourse Deductions for any
        taxable period shall be allocated to the Partners in accordance with
        their respective Percentage Interests.

             (e)  Partner Nonrecourse Deductions.  Any Partner Nonrecourse
        Deductions for any Partnership Year shall be specially allocated to
        the Partner who bears the economic risk of loss with respect to the
        Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions
        are attributable in accordance with Regulations Section 1.704-
        2(i)(2).

             (f)  Code Section 754 Adjustments.  To the extent an adjustment
        to the adjusted tax basis of any Partnership asset pursuant to
        Section 734(b) or 743(b) of the Code is required, pursuant to
        Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in
        determining Capital Accounts, the amount of such adjustment to the
        Capital Accounts shall be treated as an item of gain (if the
        adjustment increases the basis of the asset) or loss (if the
        adjustment decreases such basis), and such item of gain or loss shall
        be specially allocated to the Partners in a manner consistent with
        the manner in which their Capital Accounts are required to be
        adjusted pursuant to such Section of the Regulations.

             (g)  Capital Account Adjustments.  Notwithstanding anything
        herein to the contrary, any gain or loss arising from an adjustment
        to the Gross Asset Value of any Partnership asset pursuant to clause
        (b) or (c) of the definition thereof shall be allocated one hundred
        percent (100%) to the General Partner and the Additional Limited
        Partners pro-rata in accordance with the relative number of Units
        held by each; provided, however, that for this purpose, the General
        Partner shall be treated as owning all of the outstanding Class A
        Units and all of the outstanding Original Limited Partnership Units
        in addition to the actual number of Units which the General Partner
        holds.  An Additional Limited Partner, at the time of admission to
        the Partnership, may elect with the consent of the General Partner to
        not receive special allocations of any gain or loss resulting from
        such adjustments.

        Section 6.3    Allocations for Tax Purposes.

             (a)  General.  Except as otherwise provided in this Section 6.3,
        for federal income tax purposes, each item of income, gain, loss and
        deduction shall be allocated among the Partners in the same manner as
        its correlative item of "book" income, gain, loss or deduction is
        allocated pursuant to Sections 6.1 and 6.2 of this Agreement.

             (b)  Other Allocation Rules.

                  (i)  For purposes of determining Net Income, Net Losses, or
             other items allocable to any period, Net Income, Net Losses, and
             any such other items shall be determined on a daily, monthly, or
             other basis, as determined by the General Partner using any
             permissible method under Section 706 of the Code and the
             Regulations thereunder.

                 (ii)  In accordance with Code Section 704(c) and the
             Regulations thereunder, income, gain, loss and deduction with
             respect to any property contributed to the capital of the
             Partnership shall, solely for tax purposes, be allocated among
             the Partners so as to take account of any variation between the
             adjusted basis of such property to the Partnership for federal
             income tax purposes and its initial Gross Asset Value.

                (iii)  To the extent that the fair market value of a
             property contributed to the Partnership by Branch Properties,
             L.P. differed from its adjusted tax basis at the time it was
             originally contributed to Branch Properties, L.P. (the "Original
             Book-Tax Disparity"), the allocation of tax items with respect
             to such contributed property shall take into account any
             remaining Original Book-Tax Disparity at the time such property
             is contributed to the Partnership in a manner consistent with
             the principles of Section 704(c) of the Code, using the
             "traditional method" under Section 1.704-3(b) of the
             Regulations, so that the Limited Partners who originally
             contributed such property to Branch Properties, L.P. (or their
             successors-in-interest) bear the tax burden (or benefit, if
             applicable) of the remaining Original Book-Tax Disparity.  

                 (iv)  In the event the Gross Asset Value of any Partnership
             asset is adjusted, subsequent allocations of income, gain, loss,
             and deductions with respect to such asset shall take account of
             any variation between the adjusted basis of such asset for
             federal income tax purposes and its Gross Asset Value in the
             same manner as under Code Section 704(c) and the Regulations
             thereunder.  Any elections or other decisions relating to Code
             Section 704(c) allocations shall be made by the General Partner;
             provided, however, that the "traditional method" of making
             Section 704(c) allocations without curative allocations
             described in Section 1.704-3(b) of the Regulations shall be
             used.  Allocations pursuant to Sections 6.3(b)(ii), (iii) and
             (iv) hereof are solely for purposes of federal, state, and local
             taxes and shall not affect, or in any way be taken into account
             in computing, any Partner's Capital Account or share of Net
             Income, Net Losses, other items, or distributions pursuant to
             any provision of this Agreement.

                                    ARTICLE 7
                      MANAGEMENT AND OPERATIONS OF BUSINESS

        Section 7.1    Management.

             (a)  Powers of General Partner.  Except as otherwise expressly
        provided in this Agreement, all management powers over the business
        and affairs of the Partnership are exclusively vested in the General
        Partner, and no Limited Partner shall have any right to participate
        in or exercise control or management power over the business and
        affairs of the Partnership.  Notwithstanding anything to the contrary
        in this Agreement, the General Partner may not be removed by the
        Limited Partners with or without cause.  In addition to the powers
        now or hereafter granted a general partner of a limited partnership
        under applicable law or which are granted to the General Partner
        under any other provision of this Agreement, the General Partner
        shall have full power and authority to do all things deemed necessary
        or desirable by it to conduct the business of the Partnership, to
        exercise all powers set forth in Section 3.2 hereof and to effectuate
        the purposes set forth in Section 3.1 hereof, including, without
        limitation:

                  (i)  the making of any expenditures, the lending or
             borrowing of money (including, without limitation, borrowing
             money to permit the Partnership to make distributions to its
             Partners in such amounts as will permit Regency (so long as
             Regency desires to qualify as a REIT) to avoid the payment of
             any federal income tax (including, for this purpose, any excise
             tax pursuant to Section 4981 of the Code) and to make
             distributions to its shareholders sufficient to permit Regency
             to maintain REIT status), the assumption or guarantee of, or
             other contracting for, indebtedness and other liabilities, the
             issuance of evidences of indebtedness (including the securing of
             same by mortgage, deed of trust or other lien or encumbrance on
             the Partnership's assets), the incurring of any obligations it
             deems necessary for the conduct of the activities of the
             Partnership, and the repayment (including prepayment) of such
             indebtedness, liabilities and obligations;

                 (ii)  the making of tax, regulatory and other filings, or
             rendering of periodic or other reports to governmental or other
             agencies having jurisdiction over the business or assets of the
             Partnership;

                (iii)  the acquisition, disposition, conveyance,
             mortgage, pledge, encumbrance, hypothecation or exchange of all
             or any assets of the Partnership or the merger or other
             combination of the Partnership with or into another entity
             (provided that such merger or other combination does not result
             in the Partnership recognizing taxable gain or loss for federal
             income tax purposes) on such terms as the General Partner deems
             proper (subject to Section 7.6 in the case of transactions
             between the Partnership and the General Partner or any
             Affiliate), and no approval of the Limited Partners shall be
             required for the exercise of such powers, which powers shall
             include, without limitation, the power to pledge any or all of
             the assets of the Partnership to secure a loan or other
             financing to the General Partner (the proceeds of which are not
             required to be contributed or loaned to the Partnership),
             provided, however, that to the extent that any payment of debt
             service or closing costs on any such mortgage, pledge,
             encumbrance or hypothecation shall result in the Partnership
             being unable to pay the maximum amount payable with respect to
             any distributions to the Limited Partners pursuant to Section
             5.1, then Regency shall cause the General Partner to make such
             additional Capital Contributions as are necessary to enable the
             Partnership to pay the maximum amount payable with respect to
             any distributions to the Limited Partners pursuant to Section
             5.1 (provided that the General Partner shall have no obligation
             to make such additional Capital Contributions in an amount
             exceeding the amount of debt service and closing costs paid),
             and provided, further, that the General Partner shall use
             reasonable efforts to effect all dispositions of the
             Partnership's assets that were contributed by the Limited
             Partners in accordance with Section 1031 of the Code although,
             except as provided in Section 7.1(c) hereof, it shall not be
             required to do so;

                 (iv)  subject to the provisions of Section 7.1(h) hereof,
             the use of the assets of the Partnership (including, without
             limitation, cash on hand) for any purpose consistent with the
             terms of this Agreement and on any terms it sees fit, including,
             without limitation, the financing of the conduct of the
             operations of the General Partner, the Partnership or any of the
             Partnership's Subsidiaries, the lending of funds to other
             Persons (including Regency or any of the Partnership's
             Subsidiaries) and the repayment of obligations of the
             Partnership and its Subsidiaries and any other Person in which
             it has an equity investment and the making of capital
             contributions to its Subsidiaries, the holding of any real,
             personal and mixed property of the Partnership in the name of
             the Partnership or in the name of a nominee or trustee (subject
             to Section 7.10), the creation, by grant or otherwise, of
             easements or servitudes, and the performance of any and all acts
             necessary or appropriate to the operation of the Partnership
             assets including, but not limited to, applications for rezoning,
             objections to rezoning, constructing, altering, improving,
             repairing, renovating, rehabilitating, razing, demolishing or
             condemning any improvements or property of the Partnership;

                  (v)  the negotiation, execution, and performance of any
             contracts, conveyances or other instruments (including with
             Affiliates of the Partnership to the extent provided in Section
             7.6) that the General Partner considers useful or necessary to
             the conduct of the Partnership's operations or the
             implementation of the General Partner's powers under this
             Agreement, including, without limitation, the execution and
             delivery of a REIT management agreement on behalf of or in the
             name of the Partnership providing for the day-to-day management
             and operation of the Partnership and including, without
             limitation, the execution and delivery of leases on behalf of or
             in the name of the Partnership (including the lease of
             Partnership property for any purpose and without limit as to the
             term thereof, whether or not such term (including renewal terms)
             shall extend beyond the date of termination of the Partnership
             and whether or not the portion so leased is to be occupied by
             the lessee or, in turn, subleased in whole or in part to
             others);

                 (vi)  the opening and closing of bank accounts, the
             investment of Partnership funds in securities, certificates of
             deposit and other instruments, and the distribution of
             Partnership cash or other Partnership assets in accordance with
             this Agreement;

                (vii)  the selection and dismissal of employees of the
             Partnership or the General Partner (including, without
             limitation, employees having titles such as "president," "vice
             president," "secretary" and "treasurer"), and the engagement and
             dismissal of agents, outside attorneys, accountants, engineers,
             appraisers, consultants, contractors and other professionals on
             behalf of the General Partner or the Partnership and the
             determination of their compensation and other terms of
             employment or hiring;

               (viii)  the maintenance of such insurance for the benefit
             of the Partnership and the Partners as it deems necessary or
             appropriate;

                 (ix)  subject to the provisions of Sections 4.2 and 7.1(h)
             hereof, the formation of, or acquisition of an interest in, and
             the contribution of property to any further limited or general
             partnerships, joint ventures or other relationships that it
             deems desirable (including, without limitation, the acquisition
             of interests in, and the contribution of property to, its
             Subsidiaries and any other Person in which it has an equity
             investment from time to time) (provided that such transaction
             does not result in the Partnership recognizing taxable gain or
             loss for federal income tax purposes);

                  (x)  the control of any matters affecting the rights and
             obligations of the Partnership, including the conduct of
             litigation and the incurring of legal expense and the settlement
             of claims and litigation, the submission of any matter to
             arbitration, and the indemnification of any Person against
             liabilities and contingencies to the extent permitted by law;

                 (xi)  subject to the provisions of Section 7.1(h) hereof,
             the undertaking of any action in connection with the
             Partnership's direct or indirect investment in its Subsidiaries
             or any other Person (including, without limitation, the
             contribution or loan of funds by the Partnership to such
             Persons) (provided that such action does not result in the
             Partnership recognizing taxable gain or loss for federal income
             tax purposes);

                (xii)  the distribution in kind of the Briarcliff
             Village property pursuant to Section 13.2(c);

               (xiii)  the determination of the fair market value of any
             Partnership property distributed in kind using such reasonable
             method of valuation as it may adopt; and

                (xiv)  the execution, acknowledgment and delivery of any
             and all documents and instruments to effectuate any or all of
             the foregoing. 

             (b)  No Approval Required for Above Powers.  Subject to any
        other restriction set forth in this Agreement, each of the Limited
        Partners agrees that the General Partner is authorized to execute,
        deliver and perform the above-mentioned agreements and transactions
        on behalf of the Partnership without any further act, approval or
        vote of the Partners, notwithstanding any other provision of this
        Agreement (except where Limited Partner Consent or Original Limited
        Partner Consent is expressly required herein), the Act or any
        applicable law, rule or regulation.  The execution, delivery or
        performance by the General Partner or the Partnership of any
        agreement authorized or permitted under this Agreement shall not
        constitute a breach by the General Partner of any duty that the
        General Partner may owe the Partnership or the Limited Partners or
        any other Persons under this Agreement or of any duty stated or
        implied by law or equity.

             (c)  Approval of Sale of Briarcliff Village.  Except pursuant to
        the dissolution and liquidation of the Partnership in accordance with
        Article 13 hereof, the property commonly known as Briarcliff Village
        (the "Briarcliff Village Property") shall not be sold by the
        Partnership or the General Partner on or before December 19, 2005
        (other than in a transaction in which the Partnership recognizes no
        taxable gain or loss for federal income purposes) without the
        approval of a Majority-in-Interest of the Original Briarcliff
        Partners (as defined below) who continue, as of such time, to hold
        Original Limited Partnership Units attributable to the contribution
        of the Briarcliff Village Property to Branch Properties, L.P. and
        Branch Properties, L.P.'s subsequent contribution of the Briarcliff
        Village Property to the Partnership (the "Original Briarcliff
        Partners").  Such approval right of the Original Briarcliff Partners
        is personal to the Original Briarcliff Partners and shall terminate
        upon the death of an Original Briarcliff Partner or a sale,
        assignment, conveyance, or other transfer by an Original Briarcliff
        Partner, with respect to that Partner's Original Limited Partnership
        Units, and shall not be exercisable by any successor, transferee or
        assignee of an Original Briarcliff Partner.  In the event of a like-
        kind exchange involving the Briarcliff Village Property by the
        Partnership, then such approval right for the benefit of the Original
        Briarcliff Partners will continue to be enforceable after such like-
        kind exchange, but shall relate to the property (whether real,
        personal or mixed, tangible or intangible) acquired by the
        Partnership in such like-kind exchange.   Nothing herein shall be
        deemed to require that the Partnership or the General Partner take
        any action to avoid or prevent an involuntary disposition of all or
        part of said Briarcliff Village pursuant to a condemnation proceeding
        or other taking.  For purposes of this Section 7.1(c), Majority-In-
        Interest of the Original Briarcliff Partners shall mean the Original
        Briarcliff Partners who hold, in the aggregate, more than fifty
        percent (50%) of the Percentage Interests then allocable to and held
        by all of the Original Briarcliff Partners with respect to the
        Original Limited Partnership Units received by the Original
        Briarcliff Partners as a result of the contribution of the Briarcliff
        Village Property to Branch Properties, L.P. and Branch Properties,
        L.P.'s subsequent contribution of the Briarcliff Village Property to
        the Partnership.  The Partnership shall not engage in any merger,
        consolidation or other business combination with or into another
        Person unless the Partnership has entered into an agreement with such
        Person in which such Person expressly agrees to be bound by the
        provisions of this Section 7.1(c).

             (d)  Insurance.  At all times from and after the date hereof,
        the General Partner may cause the Partnership to obtain and maintain
        casualty, liability and other insurance on the properties of the
        Partnership and liability insurance for the Indemnitees hereunder.

             (e)  Working Capital Reserves.  At all times from and after the
        date hereof, the General Partner may cause the Partnership to
        establish and maintain working capital reserves in such amounts as
        the General Partner, in its sole and absolute discretion, deems
        appropriate and reasonable from time to time subject to the
        provisions of Section 7.1(h) hereof.

             (f)  No Obligation to Consider Tax Consequences to Limited
        Partners.  Except as provided in Sections 7.1(c) and 13.2(c) with
        respect to Briarcliff Village, except as provided in Section 7.1(g)
        with respect to the sale of the Management Business, and except for
        the obligation of the General Partner set forth in Section
        7.1(a)(iii) to use reasonable efforts to effect all dispositions of
        the Partnership's assets that were contributed by the Limited
        Partners in accordance with Section 1031 of the Code, (i) in
        exercising its authority under this Agreement, the General Partner
        may, but shall be under no obligation to, take into account the tax
        consequences to any Partner of any action taken by it, and (ii) the
        General Partner and the Partnership shall not have liability to a
        Limited Partner under any circumstances as a result of an income tax
        liability incurred by such Limited Partner as a result of an action
        (or inaction) by the General Partner pursuant to its authority under
        this Agreement.

             (g)  Approval of Sale of Management Business.  Notwithstanding
        anything contained herein to the contrary, the Third Party Management
        Business (as defined in the Contribution Agreement) contributed by
        Branch Properties, L.P. to the Partnership as part of its initial
        Capital Contribution (the "Management Business") shall not be sold by
        the Partnership on or before the tenth (10th) anniversary of the
        First Closing (other than in a transaction in which the Partnership
        recognizes no taxable gain or loss for federal income tax purposes);
        provided, however, that the Partnership shall be permitted to
        undertake the following transactions: (i) contribution of the
        Management Business to a corporation (the "New Management Company")
        in which the Partnership owns five percent (5%) of the issued and
        outstanding voting common stock and 100% of the issued and
        outstanding non-voting preferred stock and in which The Regency
        Group, Inc., a Florida corporation, owns ninety-five percent (95%) of
        the issued and outstanding voting common stock and in which no other
        shares of stock are issued and outstanding following the
        contribution; (ii) a distribution by the Partnership of part or all
        of the stock of the New Management Company to the General Partner on
        or after the fifth (5th) anniversary of the First Closing; or (iii) a
        sale of part or all of the stock of the New Management Company if no
        Original Limited Partners hold Units which they received on the date
        of this Agreement or any Additional Units received by them subsequent
        to the date of this Agreement, or with the unanimous written consent
        of the Original Limited Partners then holding such Units (but
        excluding the holders of any Class A Units).

             (h)  Distributions.  Notwithstanding anything contained in this
        Agreement to the contrary, the General Partner, acting as a
        fiduciary, shall use its reasonable best efforts and act in good
        faith to operate the Partnership's assets and manage the
        Partnership's business, including its indebtedness, so as to produce
        sufficient Available Cash and Capital Transaction Proceeds to fund to
        the Limited Partners the Priority Distribution Amount on a current
        basis and any balance in the Cumulative Unpaid Accrued Return
        Accounts and Cumulative Unpaid Priority Distribution Accounts of the
        Limited Partners pursuant to Section 5.1 hereof.

             (i)  Designated Properties. Notwithstanding anything contained
        in this Agreement to the contrary, the General Partner, acting as a
        fiduciary, shall use its reasonable best efforts and act in good
        faith to acquire, develop, lease and operate the Designated
        Properties (as defined in the Contribution Agreement) in a manner to
        maximize the Annualized NOI (as defined in the Contribution
        Agreement) for the Designated Properties.

   Nothing in Sections 7.1(h) or 7.1(i) shall require the General Partner to
   contribute additional capital to the Partnership.

        Section 7.2    Certificate of Limited Partnership.  To the extent
   that such action is determined by the General Partner to be reasonable and
   necessary or appropriate, the General Partner shall file amendments to and
   restatements of the Certificate and do all the things to maintain the
   Partnership as a limited partnership (or a partnership in which the
   limited partners have limited liability) under the laws of the State of
   Delaware and each other jurisdiction in which the Partnership may elect to
   do business or own property.  Subject to the terms of Section
   8.5(a)(iv)hereof, the General Partner shall not be required, before or
   after filing, to deliver or mail a copy of the Certificate or any
   amendment thereto to any Limited Partner.  The General Partner shall use
   all reasonable efforts to cause to be filed such other certificates or
   documents as may be reasonable and necessary or appropriate for the
   formation, continuation, qualification and operation of a limited
   partnership (or a partnership in which the Limited Partners have limited
   liability) in the State of Delaware and any other jurisdiction in which
   the Partnership may elect to do business or own property.

        Section 7.3    Restriction on General Partner's Authority.  Without
   the consent of all the Limited Partners, the General Partner may not:

             (a)  Take any action that would make it impossible to carry on
        the ordinary business of the Partnership, except as otherwise
        provided in this Agreement;

             (b)  Possess Partnership property for other than a Partnership
        purpose;

             (c)  Admit a Person as a Partner, except as otherwise provided
        in this Agreement; or

             (d)  perform any act that would subject a Limited Partner to
        liability as a general partner.

        Section 7.4    Responsibility for Expenses.

             (a)  No Compensation.  Except as provided in this Section 7.4
        and elsewhere in this Agreement (including the provisions of Articles
        5 and 6 regarding distributions, payments, and allocations to which
        it may be entitled), the General Partner shall not be compensated for
        its services as general partner of the Partnership.

             (b)  Responsibility for Ownership and Operation Expenses.  The
        Partnership shall be responsible for and shall pay all expenses
        relating to the Partnership's ownership of its assets, and the
        operation of, or for the benefit of, the Partnership, and the General
        Partner shall be reimbursed on a monthly basis, or such other basis
        as the General Partner may determine in its sole and absolute
        discretion, for all expenses it incurs relating to the Partnership's
        ownership of its assets and the operation of, or for the benefit of,
        the Partnership; provided, that the amount of any such reimbursement
        shall be reduced by any interest earned by the General Partner with
        respect to bank accounts or other instruments held by it as permitted
        in Section 7.10.  Such reimbursements shall be in addition to any
        reimbursement to the General Partner pursuant to Section 10.3(c) and
        as a result of indemnification pursuant to Section 7.7.  The General
        Partner shall determine in good faith the amount of expenses incurred
        by it relating to the operation of, or that inure to the benefit of,
        the Partnership.  In the event that certain expenses are incurred for
        the benefit of the Partnership and other Persons (including the
        General Partner), such expenses will be allocated to the Partnership
        and such other Persons in such a manner as the General partner deems
        fair and reasonable, subject to the provisions of Section 7.1(h)
        hereof.

             (c)  Responsibility for Organizational Expenses.  The
        Partnership shall be responsible for and shall pay all expenses
        incurred relating to the organization of the Partnership.

             (d)  Partnership Interest Issuance Expenses.  The General
        Partner shall be reimbursed for all expenses either incurs relating
        to any issuance of additional Partnership Interests pursuant to
        Section 4.2 hereof.

        Section 7.5    Outside Activities of the General Partner.  Nothing
   contained in this Agreement shall prevent or prohibit the General Partner
   or any employee, officer, director, agent, shareholder or Affiliate of the
   General Partner from entering into, engaging in or conducting any other
   activity or performing for a fee any service including (without limiting
   the generality of the foregoing) engaging in any business dealing with
   real property of any type or location, including, without limitation,
   property of a type similar to those properties owned by the Partnership,
   its Subsidiaries or any other Person in which the Partnership has an
   equity investment; acting as a director, officer or employee of any
   corporation, as a trustee of any trust, as a general partner of any
   partnership, or as an administrative official of any other business
   entity; or receiving compensation for services to, or participating in
   profits derived from, the investments of any such corporation, trust,
   partnership or other entity, regardless of whether such activities are
   competitive, directly or indirectly, with the Partnership.  Nothing herein
   shall require the General Partner or any employee, agent, shareholder or
   Affiliate thereof to offer any interest in such activities or any
   particular opportunity to the Partnership or any Partner, and neither the
   Partnership nor any Partner shall have any right by virtue of this
   Agreement or the partnership relationship established hereby in or to such
   other activities or to the income or proceeds derived therefrom.  The
   pursuit of such activities, even if competitive with the business of the
   Partnership (including, without limitation, causing tenants to transfer
   from one of the Partnership's properties to other properties in which the
   General Partner has an interest, directly or indirectly, without
   compensation to the Partnership, or taking other actions for the benefit
   of the General Partner or Affiliates of the General Partner that are
   detrimental to the Partnership), shall not be deemed wrongful or improper.

        Section 7.6    Contracts with Affiliates.  

             (a)  General.  The General Partner or any of its Affiliates may
        enter into transactions or agreements with the Partnership, including
        transactions and agreements (i) to sell, transfer or convey any
        property to, or purchase any property from, the Partnership, directly
        or indirectly, or (ii) for the provision of services to the
        Partnership, provided that such transactions or agreements, including
        transactions and agreements with Security Capital Investment
        Research, Inc. or any of its Affiliates, are on terms that are fair
        and reasonable and no less favorable to the Partnership than would be
        obtained from an unaffiliated third party in connection therewith. 
        In entering into such transactions with Affiliates the General
        Partner shall not allocate expenses and similar items
        disproportionately between the General Partner and the Partnership.

             (b)  Employee Benefit Plans.  The General Partner may propose
        and adopt on behalf of the Partnership employee benefit plans funded
        by the Partnership for the benefit of employees of the General
        Partner, the Partnership, Subsidiaries of the Partnership or any
        Affiliate of any of them in respect of services performed, directly
        or indirectly, for the benefit of the Partnership, the General
        Partner, or any of the Partnership's Subsidiaries, subject to the
        provisions of Section 7.1(h) hereof.

             (c)  Conflict Avoidance Agreements.  The General Partner is
        expressly authorized to enter into, in the name and on behalf of the
        Partnership, a right of first opportunity arrangement and other
        conflict avoidance agreements with various Affiliates of the
        Partnership and the General Partner, on such terms as the General
        Partner believes are advisable, subject to the provisions of Sections
        7.6(a) and 7.1(h) hereof.

        Section 7.7    Indemnification.

             (a)  General.  The Partnership shall indemnify an Indemnitee
        from and against any and all losses, claims, damages, liabilities,
        joint or several, expenses (including legal fees and expenses),
        judgments, fines, settlements, and other amounts arising from any and
        all claims, demands, actions, suits or proceedings, civil, criminal,
        administrative or investigative, that relate to the operations of the
        Partnership as set forth in this Agreement in which any Indemnitee
        may be involved, or is threatened to be involved, as a party or
        otherwise, unless it is established that:  (i) the act or omission of
        the Indemnitee was material to the matter giving rise to the
        proceeding and constituted willful misconduct or fraud; (ii) the
        Indemnitee actually received an improper personal benefit in money,
        property or services; or (iii) in the case of any criminal
        proceeding, the Indemnitee had reasonable cause to believe that the
        act or omission was unlawful.  The termination of any proceeding by
        judgment, order or settlement does not create a presumption that the
        Indemnitee did not meet the requisite standard of conduct set forth
        in this Section 7.7(a). The termination of any proceeding by
        conviction or upon a plea of nolo contendere or its equivalent, or an
        entry of an order of probation prior to judgment, creates a
        rebuttable presumption that the Indemnitee acted in a manner contrary
        to that specified in this Section 7.7(a).  Any indemnification
        pursuant to this Section 7.7 shall be made only out of the assets of
        the Partnership.

             (b)  Advancement of Expenses.  Reasonable expenses incurred by
        an Indemnitee who is, or is threatened to be made, a party to a
        proceeding may be paid or reimbursed by the Partnership in advance of
        the final disposition of the proceeding upon receipt by the
        Partnership of (i) a written affirmation by the Indemnitee of the
        Indemnitee's good faith belief that the standard of conduct necessary
        for indemnification by the Partnership as authorized in this Section
        7.7 has been met and (ii) a written undertaking by or on behalf of
        the Indemnitee to repay the amount if it shall ultimately be
        determined that the standard of conduct has not been met.

             (c)  No Limitation of Rights.  The indemnification provided by
        this Section 7.7 shall be in addition to any other rights to which an
        Indemnitee or any other Person may be entitled under any agreement,
        pursuant to any vote of the Partners, as a matter of law or
        otherwise, and shall continue as to an Indemnitee who has ceased to
        serve in such capacity.

             (d)  Insurance.  The Partnership may purchase and maintain
        insurance, on behalf of the Indemnitees and such other Persons as the
        General Partner shall determine, against any liability that may be
        asserted against or expenses that may be incurred by such Person in
        connection with the Partnership's activities, regardless of whether
        the Partnership would have the power to indemnify such Person against
        such liability under the provisions of this Agreement.

             (e)  No Personal Liability for Partners.  In no event may an
        Indemnitee subject any Partner to personal liability by reason of the
        indemnification provisions set forth in this Agreement.

             (f)  Interested Transactions.  An Indemnitee shall not be denied
        indemnification in whole or in part under this Section 7.7 because
        the Indemnitee had an interest in the transaction with respect to
        which the indemnification applies if the transaction was otherwise
        permitted by the terms of this Agreement.

             (g)  Benefit.  The provisions of this Section 7.7 are for the
        benefit of the Indemnitees, their heirs, successors, assigns and
        administrators and shall not be deemed to create any rights for the
        benefit of any other Persons.

        Section 7.8    Liability of the General Partner.

             (a)  General.  Notwithstanding anything to the contrary set
        forth in this Agreement, the General Partner shall not be liable for
        monetary damages to the Partnership, any Partners or any Assignees
        for losses sustained or liabilities incurred as a result of errors in
        judgment or of any act or omission if the General Partner acted in
        good faith.

             (b)  No Obligation to Consider Interests of Limited Partners. 
        The Limited Partners expressly acknowledge that the General Partner
        is acting on behalf of the Partnership, the General Partner and
        Regency's shareholders collectively, that except as provided in
        Section 7.1(e) with respect to the establishment and maintenance of
        working capital reserves, except as provided in Section 7.1(f) with
        respect to tax consequences, except as provided in Section 7.1(h)
        with respect to the generation of funds for distributions and except
        as expressly provided otherwise in Sections 7.1(a)(iv), 7.1(a)(ix)
        and 7.1(a)(xi) with respect to the powers of the General Partner, the
        General Partner is under no obligation to consider the separate
        interests of the Limited Partners (including, without limitation, the
        tax consequences to Limited Partners or Assignees except as expressly
        provided otherwise in Sections 7.1(f) and 7.1(h)) in deciding whether
        to cause the Partnership to take (or decline to take) any actions
        which the General Partner has undertaken in good faith on behalf of
        the Partnership, and that the General Partner shall not be liable for
        monetary damages for losses sustained, liabilities incurred, or
        benefits not derived by Limited Partners in connection with such
        decisions, provided that the General Partner has acted in good faith
        and in accordance with the provisions of this Agreement.  For
        purposes hereof, a Person acting in a manner which furthers
        compliance by Regency with the REIT requirements of the Code, shall
        be deemed to satisfy the standards of conduct hereunder.  The Limited
        Partners further expressly acknowledge that Regency is obligated to
        cause the Partnership to take (or decline to take) certain actions in
        order to assist Security Capital and its Affiliates in avoiding
        classification as a passive foreign investment company within the
        meaning of Section 1296 of the Code.  Such obligation is set forth on
        Schedule 7.8(b). 

             (c)  Acts of Agents.  Subject to its obligations and duties as
        General Partner set forth in Section 7.1(a) hereof, the General
        Partner may exercise any of the powers granted to it by this
        Agreement and perform any of the duties imposed upon it hereunder
        either directly or by or through its agents.  The General Partner
        shall not be responsible for any misconduct or negligence on the part
        of any such agent appointed by it in good faith.

             (d)  Effect of Amendment.  Any amendment, modification or repeal
        of this Section 7.8 or any provision hereof shall be prospective only
        and shall not in any way affect the limitations on the General
        Partner's liability to the Partnership and the Limited Partners under
        this Section 7.8 as in effect immediately prior to such amendment,
        modification or repeal with respect to claims arising from or
        relating to matters occurring, in whole or in part, prior to such
        amendment, modification or repeal, regardless of when such claims may
        arise or be asserted.

        Section 7.9    Other Matters Concerning the General Partner.

             (a)  Reliance on Documents.  The General Partner may rely and
        shall be protected in acting or refraining from acting upon any
        resolution, certificate, statement, instrument, opinion, report,
        notice, request, consent, order, bond, debenture, or other paper or
        document believed by it to be genuine and to have been signed or
        presented by the proper party or parties.

             (b)  Reliance on Consultants and Advisers.  The General Partner
        may consult with legal counsel, accountants, appraisers, management
        consultants, investment bankers and other consultants and advisers
        selected by it, and any act taken or omitted to be taken in reliance
        upon and in accordance with the opinion of such Persons as to matters
        which such General Partner reasonably believes to be within such
        Person's professional or expert competence shall be conclusively
        presumed to have been done or omitted in good faith and in accordance
        with such opinion.

             (c)  Action Through Officers and Attorneys.  The General Partner
        shall have the right, in respect of any of its powers or obligations
        hereunder, to act through any of its duly authorized officers and a
        duly appointed attorney or attorneys-in-fact.  Each such attorney
        shall, to the extent provided by the General Partner in the power of
        attorney, have full power and authority to do and perform all and
        every act and duty which is permitted or required to be done by the
        General Partner hereunder.

             (d)  Actions to Maintain REIT Status or Avoid Taxation of the
        General Partner.  Notwithstanding any other provisions of this
        Agreement or the Act, any action of the General Partner on behalf of
        the Partnership or any decision of the General Partner to refrain
        from acting on behalf of the Partnership, undertaken in the good
        faith belief that such action or omission is necessary or advisable
        in order (i) to protect the ability of Regency to continue to qualify
        as a REIT or (ii) to avoid Regency incurring any taxes under Section
        857 or Section 4981 of the Code, is expressly authorized under this
        Agreement and is deemed approved by all of the Limited Partners.

             (e)  Sales of Assets.  In the event that Regency or any of its
        Affiliates in which it owns, directly or indirectly, an interest
        disposes of properties or assets (other than those properties or
        assets owned by the Partnership) in transactions or exchanges which
        Regency reasonably believes create capital gains to Regency and a
        resulting distribution or dividend to Regency's shareholders, the
        General Partner shall provide the Original Limited Partners with at
        least 20 days prior written notice of the record date for any
        distribution of the proceeds thereof, together with relevant
        information concerning such dividend, including the amount, to enable
        the Original Limited Partners to exercise the Redemption Right prior
        to said record date.  

        Section 7.10   Title to Partnership Assets.  Title to Partnership
   assets, whether real, personal or mixed and whether tangible or
   intangible, shall be deemed to be owned by the Partnership as an entity,
   and no Partner, individually or collectively, shall have any ownership
   interest in such Partnership assets or any portion thereof.  Title to any
   or all of the Partnership assets may be held in the name of the
   Partnership, the General Partner or one or more nominees, as the General
   Partner may determine, including Affiliates of the General Partner.  The
   General Partner hereby declares and warrants that any Partnership assets
   for which legal title is held in the name of the General Partner or any
   nominee or Affiliate of the General Partner shall be held by the General
   Partner for the use and benefit of the Partnership in accordance with the
   provisions of this Agreement; provided, however, that the General Partner
   shall use its best efforts to cause beneficial and record title to such
   assets to be vested in the Partnership as soon as reasonably practicable. 
   All Partnership assets shall be recorded as the property of the
   Partnership in its books and records, irrespective of the name in which
   legal title to such Partnership assets is held.

        Section 7.11   Reliance by Third Parties.  Notwithstanding anything
   to the contrary in this Agreement, any Person dealing with the Partnership
   shall be entitled to assume that the General Partner has full power and
   authority to encumber, sell or otherwise use in any manner any and all
   assets of the Partnership (including, without limitation, in connection
   with any pledge of Partnership assets to secure a loan or other financing
   to the General Partner as provided by Section 7.1(a)(iii)) and to enter
   into any contracts on behalf of the Partnership, and such Person shall be
   entitled to deal with the General Partner as if it were the Partnership's
   sole party in interest, both legally and beneficially.  Each Limited
   Partner hereby waives any and all defenses or other remedies which may be
   available against such Person to contest, negate or disaffirm any action
   of the General Partner in connection with any such dealing.  In no event
   shall any Person dealing with the General Partner or its representatives
   be obligated to ascertain that the terms of this Agreement have been
   complied with or to inquire into the necessity or expedience of any act or
   action of the General Partner or its representatives. Each and every
   certificate, document or other instrument executed on behalf of the
   Partnership by the General Partner or its representatives shall be
   conclusive evidence in favor of any and every Person relying thereon or
   claiming thereunder that (i) at the time of the execution and delivery of
   such certificate, document or instrument, this Agreement was in full force
   and effect, (ii) the Person executing and delivering such certificate,
   document or instrument was duly authorized and empowered to do so for and
   on behalf of the Partnership and (iii) such certificate, document or
   instrument was duly executed and delivered in accordance with the terms
   and provisions of this Agreement and is binding upon the Partnership.

                                    ARTICLE 8
                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

        Section 8.1    Limitation of Liability.  The Limited Partners shall
   have no liability under this Agreement except as expressly provided in
   Section 5.3 hereof, or under the Act.

        Section 8.2    Management of Business.  No Limited Partner or
   Assignee (other than the General Partner, any of its Affiliates or any
   officer, director, employee, partner, agent or trustee of the General
   Partner, the Partnership or any of their Affiliates, in their capacity as
   such) shall take part in the operation, management or control (within the
   meaning of the Act) of the Partnership's business, transact any business
   in the Partnership's name or have the power to sign documents for or
   otherwise bind the Partnership.  The transaction of any such business by
   the General Partner, any of its Affiliates or any officer, director,
   employee, partner, agent or trustee of the General Partner, the
   Partnership or any of their Affiliates, in their capacity as such, shall
   not affect, impair or eliminate the limitations on the liability of the
   Limited Partners or Assignees under this Agreement.

        Section 8.3    Outside Activities of Limited Partners.  Subject to
   any agreements entered into by a Limited Partner or its Affiliates with
   the General Partner, the Partnership or a Subsidiary or an Affiliate of
   any of them, the following rights shall govern outside activities of
   Limited Partners:  (i) any Limited Partner and any officer, director,
   employee, agent, trustee, Affiliate, partner, beneficiary or shareholder
   of any such Limited Partner shall be entitled to and may have business
   interests and engage in business activities in addition to those relating
   to the Partnership, including business interests and activities in direct
   competition with the Partnership, the General Partner or their Affiliates;
   (ii) neither the Partnership nor any Partners shall have any rights by
   virtue of this Agreement in any business ventures of any Partner or
   Assignee; (iii) none of the Partners nor any other Person shall have any
   rights by virtue of this Agreement or the partnership relationship
   established hereby in any business ventures of any other Person, and such
   Person shall have no obligation pursuant to this Agreement to offer any
   interest in any such business ventures to the Partnership, any Partner or
   any such other Person, even if such opportunity is of a character which,
   if presented to the Partnership, any Partner or such other Person, could
   be taken by such Person; (iv) the fact that a Partner may encounter
   opportunities to purchase, otherwise acquire, lease, sell or otherwise
   dispose of real or personal property and may take advantage of such
   opportunities himself or introduce such opportunities to entities in which
   it has or has not any interest, shall not subject such Partner to
   liability to the Partnership or any of the other Partners on account of
   the lost opportunity; and (v) except as otherwise specifically provided
   herein, nothing contained in this Agreement shall be deemed to prohibit a
   Partner or any Affiliate of a Partner from dealing, or otherwise engaging
   in business, with Persons transacting business with the Partnership or
   from providing services relating to the purchase, sale, rental, management
   or operation of real or personal property (including real estate brokerage
   services) and receiving compensation therefor, from any Persons who have
   transacted business with the Partnership or other third parties.

        Section 8.4    Priority Among Partners.  Except to the extent
   provided by Sections 4.2, 5.1(a), 5.1(b), 6.1, 6.2 or 6.3 hereof (with
   respect to the priority of the Original Limited Partnership Units), or
   otherwise expressly provided in this Agreement, no Partner (Limited or
   General) or Assignee shall have priority over any other Partner (Limited
   or General) or Assignee either as to the return of Capital Contributions
   or as to profits, losses or distributions.

        Section 8.5    Rights of Limited Partners Relating to the
                       Partnership.

             (a)  Copies of Business Records.  In addition to other rights
        provided by this Agreement or by the Act, and except as limited by
        Section 8.5(c) hereof, each Limited Partner shall be provided the
        following without demand, except as otherwise provided below, at the
        Partnership's expense:

                  (i)  promptly after becoming available, a copy of the most
             recent annual, quarterly and current reports and proxy
             statements filed with the Securities and Exchange Commission by
             Regency pursuant to the Securities Exchange Act of 1934, if any;

                 (ii)  promptly after becoming available, a copy of the
             Partnership's federal, state and local income tax returns for
             each Partnership Year;

                (iii)  upon written demand and for a purpose reasonably
             related to such Limited Partner's interest as a Limited Partner
             in the Partnership, a current list of the name and last known
             business, residence or mailing address of each Partner;

                 (iv)  a copy of this Agreement and the Certificate and all
             amendments hereto and thereto, together with executed copies of
             all powers of attorney pursuant to which this Agreement, the
             Certificate and all amendments hereto and thereto have been
             executed; and

                  (v)  upon written demand, true and full information
             regarding the amount of cash and a description and statement of
             any other property or services contributed by each Partner and
             which each Partner has agreed to contribute in the future, and
             the date on which each became a Partner.

             (b)  Notification of Changes in Unit Adjustment Factor.  The
        General Partner shall notify each Limited Partner in writing of any
        change made to the Unit Adjustment Factor within 10 Business Days of
        the date such change becomes effective.

             (c)  Confidential Information.  Notwithstanding any other
        provision of this Section 8.5, the General Partner may keep
        confidential from the Limited Partners, for such period of time as
        the General Partner determines in its discretion to be reasonable,
        any information (i) relating to the General Partner or any of its
        Affiliates or the conduct of their business that the General Partner
        believes, in its good faith judgment, the disclosure of which
        information would adversely affect a material financing, acquisition,
        disposition of assets or securities or other comparable transaction
        to which the General Partner or any of its Affiliates is a party,
        (ii) that the General Partner believes to be in the nature of trade
        secrets of Regency or its Affiliates or (iii) that the Partnership,
        Regency or any of their Affiliates is required by law or by
        agreements with unaffiliated third parties to keep confidential. 
        Nothing contained in this Section 8.5(c) shall permit the General
        Partner to keep confidential from the Limited Partners any
        information relating to the Partnership or its business.

        Section 8.6    Redemption of Units.  The Redemption Rights of the
   Original Limited Partners (including the holders of Class A Units) are set
   forth in this Section 8.6.  Any Redemption Rights granted to Additional
   Limited Partners shall be set forth in amendments to this Agreement or in
   separate redemption agreements and shall be subordinate, to the extent set
   forth therein, to the Redemption Rights of the Original Limited Partners
   set forth in this Section 8.6.

             (a)  Exercise.  Subject to the provisions of this Section
        8.6, the Original Limited Partners shall have the right (the
        "Redemption Right") to require the Partnership to redeem any Unit
        held by such Original Limited Partner in exchange for the Redemption
        Amount to be paid by the Partnership.  A Redemption Right shall be
        exercised pursuant to a Notice of Redemption delivered to the General
        Partner by the Original Limited Partner who is exercising the
        Redemption Right (the "Redeeming Partner"), which shall be
        irrevocable except as set forth in this Section 8.6(a).  The
        redemption shall occur on the Specified Redemption Date; provided,
        however, a Specified Redemption Date shall not occur until such later
        date as may be specified pursuant to any agreement with an Original
        Limited Partner; and provided further that a holder of Class A Units
        shall not exercise a Redemption Right until as of the first
        Subsequent Closing without the prior written consent of the General
        Partner and Security Capital.  An Original Limited Partner may
        exercise a Redemption Right any time and any number of times;
        provided, however, that a holder of Class A Units shall not exercise
        a Redemption Right until as of the first Subsequent Closing without
        the prior written consent of the General Partner and Security
        Capital.  A Redeeming Partner may not exercise the Redemption Right
        for less than 1,000 Units or, if such Redeeming Partner holds less
        than 1,000 Units, all of the Units held by such Redeeming Partner. 
        If (i) an Original Limited Partner acquires any Units after the First
        Closing from another Original Limited Partner or holds or acquires
        any Shares otherwise than pursuant to the exercise of a Redemption
        Right hereunder and (ii) the issuance of a Share Amount pursuant to
        the exercise of a Redemption Right would violate the provisions of
        Section 5.2 of the Articles of Incorporation as a result of the
        ownership of such additional Units or Shares so acquired by such
        Original Limited Partner (the number of Shares in excess of the
        number of Shares permitted pursuant to said Section 5.2 is herein
        referred to as the "Excess Shares") and (iii) such Original Limited
        Partner does not revoke or amend the exercise of such Redemption
        Right to comply with the provisions of said Section 5.2 of the
        Articles of Incorporation within five days after receipt of written
        notice from the General Partner that the redemption would be in
        violation thereof, then the Partnership shall pay to such Redeeming
        Partner, in lieu of the Share Amount or the Cash Amount attributable
        to the Excess Shares, the amount which would be payable to such
        Redeeming Partner pursuant to Section 5.3 of the Articles of
        Incorporation if such Excess Shares were issued in violation of
        Section 5.2 of the Articles of Incorporation and Regency exercised
        the remedies pursuant to said Section 5.3 of the Articles of
        Incorporation.  The relevant provisions of the Articles of
        Incorporation as presently in effect are attached hereto as Schedule
        8.6(a).  This Section 8.6(a) shall in no way or manner be construed
        as limiting the application of the Articles of Incorporation or
        constitute any form of waiver or exemption thereunder.

             (b)  Payment.  The General Partner shall have the right to
        elect to fund the Redemption Amount through the issuance of (i) the
        Share Amount or (ii) the Cash Amount; provided, however, in the event
        a Specified Redemption Date occurs on or before the Option Date, then
        the General Partner shall be required to cause the Partnership to
        issue the Share Amount (and not the Cash Amount) in satisfaction of
        the Redemption Amount, except as otherwise provided in Section 8.6(c)
        below.  The Redeeming Partner shall have no right, with respect to
        any Unit so redeemed, to receive any distributions paid by the
        Partnership after the Specified Redemption Date.  

             (c)  Exceptions for Payment.  Notwithstanding anything contained
        in this Section 8.6 to the contrary, the following provisions shall
        apply with respect to the payment of a Redemption Amount:

                  (i)  If the funding of the Share Amount with respect to the
             exercise of a Redemption Right would cause the issuance of the
             Shares in connection therewith to violate Article 5.14 of the
             Articles of Incorporation of Regency, then the Redeeming Partner
             shall not have the right to receive the Share Amount with
             respect to the issuance of any Shares resulting in such a
             violation, and the balance of any Redemption Amount relating to
             the exercise of such Redemption Right shall be paid by a Cash
             Amount.  A Non-U.S. Person who (i) has signed a Waiver and
             Consent Agreement in the form of Exhibit C attached hereto for
             the benefit of Regency and Security Capital (the "Security
             Capital Waiver and Consent") and (ii) is exercising a Redemption
             Right (and will receive a Share Amount) in compliance with the
             Security Capital Waiver and Consent, will not be in violation of
             the provisions of Article 5.14 of the Articles of Incorporation
             if (x) the aggregate number of Shares to be issued on such
             Specified Redemption Date to all Redeeming Partners who are Non-
             U.S. Persons is equal to or less than (y) the aggregate number
             of Shares to be issued on such Specified Redemption Date to all
             Redeeming Partners who are other than Non-U.S. Persons (the
             maximum number of Shares which may be issued to Redeeming
             Partners on a Specified Redemption Date who are Non-U.S. Persons
             in order to satisfy the foregoing requirement is herein referred
             to as the "Matching Share Amount").  If more than one Redeeming
             Partner who is a Non-U.S. Person exercises a Redemption Right
             for the same Specified Redemption Date and if the aggregate
             Share Amount payable to all such Redeeming Partners would cause
             the issuance of Shares to such Non-U.S. Persons to exceed the
             Matching Share Amount on such Specified Redemption Date, then
             the Matching Share Amount shall be allocated among such
             Redeeming Partners who are Non-U.S. Persons pro rata in
             proportion to the respective Share Amounts otherwise payable to
             such Redeeming Partners, and any balance of a Redemption Amount
             payable to any such Redeeming Partner on such Specified
             Redemption Date shall be paid by a Cash Amount.  If the holders
             of any Class A Units who are Non-U.S. Persons are exercising
             Redemption Rights on a Specified Redemption Date and the
             aggregate Share Amount issuable to all Non-U.S. Persons on such
             Specified Redemption Date exceeds the Matching Share Amount,
             then the Shares otherwise issuable to the holders of Class A 
             Units shall be reduced first, pro rata by those holders whose
             Class A Units were issued in exchange for interests in Roswell
             Village, and next, pro rata by those holders whose Class A Units
             were issued in exchange for cash and interests in Peartree
             Village until such aggregate Share Amount equals the Matching
             Share Amount, and the holders of such Class A Units shall
             receive the Cash Amount for any balance of the Redemption Amount
             due such holders of the Class A Units.

                 (ii)  If the issuance of Shares for a Share Amount to a
             Redeeming Partner would be in violation of the Securities Act
             and applicable state securities laws then such Redeeming Partner
             shall not have the right to receive the Share Amount, and the
             Redemption Amount shall be paid by the Cash Amount; provided,
             however, the issuance of Shares for a Share Amount shall not
             violate the registration requirements of the Securities Act as
             in effect on the date hereof if such Shares are issued to an
             "accredited investor" as defined in the Securities Act.

             (d)  Additional Units.  Each Original Limited Partner has the
        right to receive certain Additional Units pursuant to the provisions
        of the Contribution Agreement.  If a Redeeming Partner exercises a
        Redemption Right on one or more occasions with respect to Units
        issued at the First Closing ("Initial Redeemed Units"), then such
        Redeeming Partner shall be deemed to have exercised a Redemption
        Right with respect to the corresponding percentage of Additional
        Units issuable with respect to such Initial Redeemed Units, based on
        the number of Initial Redeemed Units being redeemed as a percentage
        of the total number of Units issued to the Redeeming Partner at the
        First Closing (the "Redemption Percentage"), all as provided in the
        Contribution Agreement.  In such event, Regency shall assume the
        obligation to pay the Redemption Amount with respect to any such
        Additional Units issued with respect to the Initial Redeemed Units,
        and if a Share Amount has been funded to a Redeeming Partner with
        respect to the Initial Redeemed Units, then Regency shall be required
        to pay the Share Amount for a number of Additional Units equal to the
        corresponding Redemption Percentage multiplied by the Additional
        Units issuable to such Original Limited Partner, subject, however, to
        the restrictions set forth in Section 8.6(a) and 8.6(c) above. 

             (e)  Conditions.  As a condition to exercising a Redemption
        Right, each Redeeming Partner shall execute a Notice of Redemption in
        the form attached as Exhibit B and, if a Non-U.S. Person, the
        Security Capital Waiver and Consent in the form attached as Exhibit
        C; and execute such other documents and take such other actions as
        the General Partner may reasonably require, including a Foreign
        Investment and Real Property Tax Act ("FIRPTA") or similar state
        and/or local affidavit (or make appropriate arrangements for deposit
        with the General Partner for payment to the Internal Revenue Service
        or any state or local governmental authority of the amount required
        for the General Partner to comply with the withholding provisions of
        such federal, state and local laws, and if applicable, providing a
        withholding certificate evidencing the Redeeming Partner's right to a
        reduced rate of FIRPTA withholding).  As a further condition to
        exercising a Redemption Right, the Units to be redeemed shall be
        delivered to the Partnership or Regency, as the case may be, free and
        clear of all liens, security interests, deeds of trust, pledges and
        other encumbrances of any nature whatsoever (collectively the
        "Liens"), subject to the provisions of Sections 5.3 and 8.6(f)
        hereof.   In the event any Lien exists on the Specified Redemption
        Date with respect to the Units to be redeemed, neither the
        Partnership nor Regency (if Regency assumes the Redemption Right
        pursuant to Section 8.6(d) or Section 8.7) shall have any obligation
        to redeem such Units, unless, in connection therewith, the General
        Partner has elected to pay a portion of the Redemption Amount in cash
        and such cash is sufficient to discharge such Lien, subject to the
        provisions of Sections 5.3 and 8.6(f) hereof.  Each Redeeming Partner
        hereby expressly authorizes the General Partner to apply such portion
        of such cash as may be necessary to discharge such Lien in full.  

             (f)  Security Interest.  Additional Units issued on the First
        Earn-Out Closing Date (as defined in the Contribution Agreement)
        pursuant to Section 2.3.2 of the Contribution Agreement may be
        required to be pledged to Regency and the Partnership pursuant to
        Article 15 of the Contribution Agreement (the "Pledged Units").  In
        the event a Redeeming Partner exercises a Redemption Right with
        respect to Pledged Units, or in the event a Redeeming Partner has
        previously exercised a Redemption Right with respect to Units and the
        corresponding Additional Units to be redeemed are Pledged Units, as
        described in Section 8.6(d) above, then such Redeeming Partner, as a
        condition to the receipt of the Redemption Amount with respect to
        such Pledged Units, shall be required to pledge and grant to Regency
        and the Partnership a first priority security interest in any and all
        Shares and/or cash delivered in payment of the Redemption Amount with
        respect to such Pledged Units and shall be required to consent to
        Regency holding such Shares and/or cash as "Collateral" under Article
        15 of the Contribution Agreement; provided, however, if a Cash Amount
        is to be paid to the Redeeming Partner with respect to such Pledged
        Units, then such Redeeming Partner shall have the right to substitute
        a letter of credit for such Cash Amount as provided in Section
        15.7.2(e) of the Contribution Agreement.

            (g)   Regency Agreement.  Regency agrees (i) to perform Regency's
        obligations described in this Section 8.6, (ii) to cause the General
        Partner to perform the General Partner's obligations described in
        this Section 8.6 and (iii) to cause the General Partner to cause the
        Partnership to perform the Partnership's obligations described in
        this Section 8.6.

             (h)  Additional Rights.  In case Regency shall issue rights,
        options or warrants to all holders of its Shares entitling them to
        subscribe for or purchase Shares or other securities convertible into
        Shares at a price per share less than the current per share market
        price as of the day before the "ex date" with respect to the issuance
        or distribution requiring such computation, each Original Limited
        Partner holding Redemption Rights shall be entitled to receive such
        number of such rights, options or warrants, as the case may be, as he
        would have been entitled to receive had he exercised all of his then
        existing Redemption Rights immediately prior to the record date for
        such issuance by Regency.  The term "ex date" shall mean the first
        date on which Shares trade regularly without the right to receive
        such issuance or distribution. In case the Shares shall be changed
        into the same or a different number of shares of any class or classes
        of stock, whether by capital reorganization, reclassification, or
        otherwise (other than subdivision or combination of Shares or a stock
        dividend described in this definition), then and in each such event
        the Original Limited Partners holding Redemption Rights shall have
        the right thereafter to exercise their Redemption Rights for the kind
        and amount of shares and other securities and property that would
        have been received upon such reorganization, reclassification or
        other change by holders of the number of Shares with respect to which
        such Redemption Rights could have been exercised immediately prior to
        such reorganization, reclassification or change.

             (i)  Distributions.  A Redeeming Partner exercising a Redemption
        Right with a Specified Redemption Date after a Partnership Record
        Date and prior to the payment of the distribution of Available Cash
        relating to such Partnership Record Date shall retain the right to
        receive such distribution with respect to such Units redeemed on such
        Specified Redemption Date.

        Section 8.7    Regency's Assumption of Right.  Notwithstanding the
   provisions of Section 8.6, Regency may, in its sole and absolute
   discretion, assume directly and satisfy a Redemption Right by paying to
   the Redeeming Partner the Share Amount on the Specified Redemption Date,
   whereupon Regency shall acquire the Units offered for redemption by the
   Redeeming Partner and shall be treated for all purposes of this Agreement
   as the owner of such Units, which shall become Class B Units.  In the
   event Regency shall exercise its right to satisfy the Redemption Right in
   the manner described in the preceding sentence, the Partnership shall have
   no obligation to pay any amount to the Redeeming Partner with respect to
   such Redeeming Partner's exercise of the Redemption Right, and each of the
   Redeeming Partner, the Partnership, the General Partner and Regency shall
   treat the transaction between Regency and the Redeeming Partner as a sale
   of the Redeeming Partner's Units to Regency for federal income tax
   purposes.  Regency agrees that it shall assume the General Partner's
   obligation to pay the Redemption Amount by  the payment of the Share
   Amount through the Option Date, and Regency further agrees that if the
   General Partner elects to pay the Redemption Amount through the payment of
   the Share Amount, Regency shall guarantee the General Partner's payment
   thereof.

                                    ARTICLE 9
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

        Section 9.1    Records and Accounting.  The General Partner shall
   keep or cause to be kept at the principal office of the Partnership
   appropriate books and records with respect to the Partnership's business,
   including, without limitation, all books and records necessary to provide
   to the Limited Partners any information, lists and copies of documents
   required to be provided pursuant to Sections 8.5 or 9.3 hereof. Any
   records maintained by or on behalf of the Partnership in the regular
   course of its business may be kept on, or be in the form of, magnetic
   tape, photographs, micrographics or any other information storage device;
   provided, that the records so maintained are convertible into clearly
   legible written form within a reasonable period of time.  The books of the
   Partnership shall be maintained for financial purposes on an accrual basis
   in accordance with generally accepted accounting principles and for tax
   reporting purposes on the accrual basis.

        Section 9.2    Fiscal Year.  The fiscal year of the Partnership shall
   be the calendar year.

        Section 9.3    Reports.

             (a)  Annual Reports.  As soon as practicable, but in no event
        later than the date when mailed to Regency's shareholders, the
        General Partner shall cause to be mailed to each Limited Partner as
        of the close of the Partnership Year, an annual report containing
        financial statements of the Partnership, or of Regency if such
        statements are prepared solely on a consolidated basis with Regency
        for such Partnership Year, presented in accordance with generally
        accepted accounting principles, such statements to be audited by a
        nationally recognized firm of independent public accountants selected
        by the General Partner.

             (b)  Quarterly Reports.  As soon as practicable, but in no event
        later than the date when mailed to Regency's shareholders, the
        General Partner shall cause to be mailed to each Limited Partner as
        of the last day of the calendar quarter (except the last calendar
        quarter of each year) who has asked to be placed on the mailing list
        for the same, a report containing unaudited financial statements of
        the Partnership, or of Regency if such statements are prepared solely
        on a consolidated basis with Regency, and such other information as
        may be required by applicable law or regulation, or as the General
        Partner determines to be appropriate.

             (c)  Other.  During the pendency of the Redemption Rights,
        Limited Partners holding Redemption Rights shall receive in a timely
        manner all other communications transmitted from time to time by
        Regency to its shareholders.

                                   ARTICLE 10
                                   TAX MATTERS

        Section 10.1   Preparation of Tax Returns.  The General Partner shall
   arrange for the preparation and timely filing of all returns of
   Partnership income, gains, deductions, losses and other items required of
   the Partnership for federal and state income tax purposes and shall use
   all reasonable efforts to furnish, within 90 days of the close of each
   taxable year, the tax information reasonably required by Limited Partners
   for federal and state income tax reporting purposes.

        Section 10.2   Tax Elections.  Except as otherwise provided herein,
   the General Partner shall, in its sole and absolute discretion, determine
   whether to make any available election pursuant to the Code; provided,
   however, that the General Partner shall make the election under Section
   754 of the Code in accordance with applicable Regulations thereunder.  The
   General Partner shall have the right to seek to revoke any such election
   (including, without limitation, the election under Section 754 of the
   Code) upon the General Partner's determination in its sole and absolute
   discretion that such revocation is in the best interests of the Partners.

        Section 10.3   Tax Matters Partner.

             (a)  General.  The General Partner shall be the "tax matters
        partner" of the Partnership for federal income tax purposes. 
        Pursuant to Section 6223(c) of the Code, upon receipt of notice from
        the IRS of the beginning of an administrative proceeding with respect
        to the Partnership, the tax matters partner shall furnish the IRS
        with the name, address and profit interest of each of the Limited
        Partners; provided, however, that such information is provided to the
        Partnership by the Limited Partners.

             (b)  Powers.  The tax matters partner is authorized, but not
        required:

                  (i)  to enter into any settlement with the IRS with respect
             to any administrative or judicial proceedings for the adjustment
             of Partnership items required to be taken into account by a
             Partner for income tax purposes (such administrative proceedings
             being referred to as a "tax audit" and such judicial proceedings
             being referred to as "judicial review"), and in the settlement
             agreement the tax matters partner may expressly state that such
             agreement shall bind all Partners, except that such settlement
             agreement shall not bind any Partner (1) who (within the time
             prescribed pursuant to the Code and Regulations) files a
             statement with the IRS providing that the tax matters partner
             shall not have the authority to enter into a settlement
             agreement on behalf of such Partner or (2) who is a "notice
             partner" (as defined in Section 6231 of the Code) or a member of
             a "notice group" (as defined in Section 6223(b)(2) of the Code),
             and, to the extent provided by law, the General Partner shall
             cause each Limited Partner to be designated a notice partner;

                 (ii)  in the event that a notice of a final administrative
             adjustment at the Partnership level of any item required to be
             taken into account by a Partner for tax purposes (a "final
             adjustment") is mailed or otherwise given to the tax matters
             partner, to seek judicial review of such final adjustment,
             including the filing of a petition for readjustment with the Tax
             Court or the United States Claims Court, or the filing of a
             complaint for refund with the District Court of the United
             States for the district in which the Partnership's principal
             place of business is located;

                (iii)  to intervene in any action brought by any other
             Partner for judicial review of a final adjustment;

                 (iv)  to file a request for an administrative adjustment
             with the IRS at any time and, if any part of such request is not
             allowed by the IRS, to file an appropriate pleading (petition,
             complaint or other document) for judicial review with respect to
             such request;

                  (v)  to enter into an agreement with the IRS to extend the
             period for assessing any tax which is attributable to any item
             required to be taken into account by a Partner for tax purposes,
             or an item affected by such item; and

                 (vi)  to take any other action on behalf of the Partners of
             the Partnership in connection with any tax audit or judicial
             review proceeding to the extent permitted by applicable law or
             regulations.

             The taking of any action and the incurring of any expense by the
        tax matters partner in connection with any such proceeding, except to
        the extent required by law, is a matter in the sole and absolute
        discretion of the tax matters partner, and the provisions relating to
        indemnification of the General Partner set forth in Section 7.7 of
        this Agreement shall be fully applicable to the tax matters partner
        in its capacity as such.

             (c)  Reimbursement.  The tax matters partner shall receive no
        compensation for its services.  All third-party costs and expenses
        incurred by the tax matters partner in performing its duties as such
        (including legal and accounting fees) shall be borne by the
        Partnership.  Nothing herein shall be construed to restrict the
        Partnership from engaging an accounting firm and a law firm to assist
        the tax matters partner in discharging his duties hereunder, so long
        as the compensation paid by the Partnership for such services is
        reasonable.

        Section 10.4   Organizational Expenses.  The Partnership shall elect
   to deduct expenses, if any, incurred by it in organizing the Partnership
   ratably over a 60 month period as provided in Section 709 of the Code.


                                   ARTICLE 11
                            TRANSFERS AND WITHDRAWALS

        Section 11.1   Transfer.

             (a)  Definition.  The term "transfer," when used in this Article
        11 with respect to a Partnership Unit, shall be deemed to refer to a
        transaction by which the General Partner purports to assign its
        General Partnership Interest to another Person or by which a Limited
        Partner purports to assign its Limited Partnership Interest to
        another Person, and includes a sale, assignment, gift, pledge,
        encumbrance, hypothecation, mortgage, exchange or any other
        disposition by law or otherwise.  The term "transfer" when used in
        this Article 11 does not include any redemption of Partnership Units
        by a Limited Partner.

             (b)  Requirements.  No Partnership Interest shall be
        transferred, in whole or in part, except in accordance with the terms
        and conditions set forth in this Article 11.  Any transfer or
        purported transfer of a Partnership Interest not made in accordance
        with this Article 11 shall be null and void.

        Section 11.2   Transfer of General Partner's Partnership Interests.  

             (a)  General Partnership Interest.  The General Partner may not
        transfer any of its General Partnership Interest (other than any
        transfer to an Affiliate of the General Partner) or withdraw as
        General Partner (other than pursuant to a permitted transfer), other
        than in connection with a transaction described in Section 11.2(b). 
        Any transfer or purported transfer of the General Partner's
        Partnership Interest not made in accordance with this Section 11.2
        shall be null and void.  Notwithstanding any permitted transfer of
        its General Partnership Interest or withdrawal as General Partner
        hereunder (other than in connection with a transaction described in
        Section 11.2(b)), Regency shall remain subject to Sections
        7.1(a)(iii), 7.9(e), 8.6 and 8.7 of this Agreement unless such
        transferee General Partner provides substantially similar rights to
        the Limited Partners and Limited Partner Consent is obtained. 
        Nothing contained in this Section 11.2(a) shall entitle the General
        Partner to withdraw as General Partner unless a successor General
        Partner has been appointed and approved by the Original Limited
        Partners and the Additional Limited Partners.  Any General Partner
        other than Regency admitted to the Partnership by reason of being an
        Affiliate of Regency shall be a subsidiary of Regency so long as it
        is the General Partner, unless (i) the Consent of the Original
        Limited Partners and (ii) the Consent of the Additional Limited
        Partners is obtained.

             (b)  Transfer in Connection With Reclassification,
        Recapitalization, or Business Combination Involving General Partner. 
        Neither the General Partner nor Regency shall engage in any merger,
        consolidation or other business combination or transaction with or
        into another Person or sale of all or substantially all of its
        assets, or any reclassification, or recapitalization (other than a
        change in par value, or a change in the number of shares of Common
        Stock resulting from a subdivision or combination as described in the
        definition of Unit Adjustment Factor) ("Transaction"), unless as a
        result of the Transaction such other Person (i) agrees that each
        Limited Partner who holds a Redemption Right shall thereafter remain
        entitled to exchange each Partnership Unit owned by such Limited
        Partner (after application of the Unit Adjustment Factor) for an
        amount of cash, securities, or other property equal to the greatest
        amount of cash, securities or other property paid to a holder of one
        Share in consideration of one Share which a Limited Partner would
        have received at any time during the period from and after the date
        on which the Transaction is consummated, as if the Limited Partner
        had exercised its Redemption Right immediately prior to the
        Transaction and received the Share Amount, and (ii) agrees to assume
        the General Partner's obligations pursuant to Section 8.6 hereof,
        provided, that if, in connection with the Transaction, a purchase,
        tender or exchange offer shall have been made to and accepted by the
        holders of more than 50 percent of the outstanding shares of Common
        Stock, the holders of such Partnership Units shall receive the
        greatest amount of cash, securities, or other property which a
        Limited Partner would have received had it exercised the Redemption
        Right and received the Share Amount in redemption of its Partnership
        Units immediately prior to the expiration of such purchase, tender or
        exchange offer.  Prior to consummating any such Transaction, Regency
        shall cause appropriate amendments to be made to this Agreement
        pursuant to Section 14.1(b) (including the definitions of Shares,
        Unit Adjustment Factor and Value) to carry out the intent of the
        parties that the rights of the Limited Partners hereunder shall not
        be prejudiced as the result of any such Transaction.  Notwithstanding
        anything contained in this Section 11.2(b) to the contrary, the
        General Partner shall not engage in a Transaction that causes the
        Original Limited Partners to recognize gain or loss for federal
        income tax purposes.

             (c)  Limited Partnership Interests.  The General Partner may
        transfer all or any portion of its Limited Partnership Interests
        represented by Class B Units, or any of the rights associated with
        such Limited Partnership Interests, to any party without the consent
        of the Partnership or any Partner (regardless of whether such
        transfer triggers a termination of the Partnership for tax purposes
        under Section 708 of the Code).

             (d)  Admission of Additional General Partner.  Except as
        provided in Sections 11.2(a) and 11.2(b), the General Partner may not
        admit an additional general partner other than an Affiliate of the
        General Partner pursuant to Section 11.2(a).

        Section 11.3   Limited Partners' Rights to Transfer.

             (a)  General.  No transfer of a Limited Partnership Interest by
        a Limited Partner is permitted without the prior written consent of
        the General Partner, which it may withhold in its sole and absolute
        discretion; provided, that a Limited Partner may transfer Units
        without the consent of the General Partner: (i) to members of the
        Limited Partner's Immediate Family or one or more trusts for their
        benefit pursuant to applicable laws of descent and distribution, gift
        or otherwise; (ii) among its Affiliates; (iii) to a lender, provided
        that the Units are not Pledged Units, where such Units are pledged to
        secure a bona fide obligation of the Limited Partner and any transfer
        in accordance with the rights of such lender under the instruments
        evidencing such obligation (provided that the General Partner
        receives 10 days prior written notice of any transfer under this
        clause (a)); (iv) if the Limited Partner is a trust, to the
        beneficiaries of the Limited Partner or to another trust (1) that is
        either established by the same grantor as the Limited Partner or (2)
        whose beneficiaries consist of members of the Immediate Family of the
        grantor of the Limited Partner or (3) whose beneficiaries consist of
        beneficiaries of the transferor trust or members of their Immediate
        Family; (v) if the Limited Partner is an entity, to the direct or
        indirect equity holders of the Limited Partner; and (vi) to other
        Limited Partners.  In order to effect any transfer under this Section
        11.3, the Limited Partner must deliver to the General Partner a duly
        executed copy of the instrument making such transfer and such
        instrument must evidence the written acceptance by the assignee of
        all of the terms and conditions of this Agreement, including, where
        applicable, the security interest, described in Sections 5.3 and
        8.6(f), and represent that such assignment was made in accordance
        with all applicable laws and regulations.  For a period of one year
        following the First Closing, each Original Limited Partner agrees not
        (A) to request the General Partner to consent to any transfer of
        Units requiring the consent of the General Partner or (B) to transfer
        any economic or other interest, right or attribute therein except to
        a Person to whom such Partner may transfer Units without the consent
        of the General Partner.

             (b)  Incapacitated Limited Partners.  If a Limited Partner is
        subject to Incapacity, the executor, administrator, trustee,
        committee, guardian, conservator or receiver of such Limited
        Partner's estate shall have all the rights of a Limited Partner, but
        not more rights than those enjoyed by other Limited Partners for the
        purpose of settling or managing the estate and such power as the
        Incapacitated Limited Partner possessed to transfer all or any part
        of his or its interest in the Partnership.  The Incapacity of a
        Limited Partner, in and of itself, shall not dissolve or terminate
        the Partnership.

             (c)  No Transfers Violating Securities Laws.  The General
        Partner may prohibit any transfer by a Limited Partner of his
        Partnership Units if, in the opinion of legal counsel to the
        Partnership, such transfer would require filing of a registration
        statement under the Securities Act of 1933 or would otherwise violate
        any federal or state securities laws or regulations applicable to the
        Partnership or the Partnership Units.

             (d)  Transfers Resulting in Corporation Status.  Regardless of
        whether the General Partner is required to provide or has provided
        its consent under Section 11.3(a), no transfer by a Limited Partner
        of his Partnership Units (or any economic or other interest, right or
        attribute therein) may be made to any Person if legal counsel for the
        Partnership renders an opinion letter that it creates a substantial
        risk that the Partnership would be treated as an association taxable
        as a corporation.  

             (e)  Transfers Causing Termination.  Regardless of whether the
        General Partner is required to provide or has provided its consent
        under Section 11.3(a), no transfer of any Partnership Interests other
        than the exercise of Redemption Rights shall be effective if such
        transfer would, in the opinion of counsel for the Partnership, result
        in the termination of the Partnership for federal income tax
        purposes, in which event such transfer shall be made effective as of
        the first fiscal quarter in which such termination would not occur,
        if the Partner making such transfer continues to desire to effect the
        transfer.

             (f)  Transfer to Certain Lenders.  Notwithstanding anything
        contained herein to the contrary, no transfer of any Partnership
        Units may be made to a lender to the Partnership or any Person who is
        related (within the meaning of Section 1.752-4(b) of the Regulations)
        to any lender to the Partnership whose loan constitutes a Nonrecourse
        Liability, without the consent of the General Partner, which consent
        may be given or withheld by the General Partner in its sole and
        absolute discretion, provided, that as a condition to such consent
        the lender will be required to enter into an arrangement with the
        Partnership and the General Partner to redeem for the Redemption
        Amount any Partnership Units in which a security interest is held,
        simultaneously with the time at which such lender would be deemed to
        be a partner in the Partnership for purposes of allocating
        liabilities to such lender under Section 752 of the Code.

             (g)  Transfers by Additional Limited Partners Requiring 1934 Act
        Registration.  Regardless of whether the General Partner is required
        to provide or has provided its consent under Section 11.3(a), no
        transfer by an Additional Limited Partner of his Limited Partnership
        Interest (or any economic or other interest, right or attribute
        therein) may be made to any Person if such transfer would require the
        Partnership to register its equity securities under the Securities
        Exchange Act of 1934.

        Section 11.4   Substituted Limited Partners.

             (a)  Consent of General Partner Required.  The Limited Partner
        shall have the right to substitute a transferee as a Limited Partner
        in his place, but only if such transferee is a permitted transferee
        under Section 11.3, in which event such substitution shall occur if
        the Limited Partner so provides.  With respect to any other
        transfers, the General Partner shall have the right to consent to the
        admission of a transferee of the interest of a Limited Partner
        pursuant to this Section 11.4 as a Substituted Limited Partner, which
        consent may be given or withheld by the General Partner in its sole
        and absolute discretion.  The General Partner's failure or refusal to
        permit a transferee of any such interests to become a Substituted
        Limited Partner shall not give rise to any cause of action against
        the Partnership or any Partner.

             (b)  Rights and Duties of Substituted Limited Partners.  A
        transferee who has been admitted as a Substituted Limited Partner in
        accordance with this Article 11 shall have all the rights and powers
        and be subject to all the restrictions and liabilities of a Limited
        Partner under this Agreement.

             (c)  Amendment of Exhibit A.  Upon the admission of a
        Substituted Limited Partner, the General Partner shall amend Exhibit
        A to reflect the name, address, number of Partnership Units, and
        Percentage Interest of such Substituted Limited Partner and to
        eliminate or adjust, if necessary, the name, address and interest of
        the predecessor of such Substituted Limited Partner.

        Section 11.5   Assignees.  If a transferee is not admitted as a
   Substituted Limited Partner in accordance with Section 11.4(a), such
   transferee shall be considered an Assignee for purposes of this Agreement. 
   An Assignee shall be entitled to all the rights of an assignee of a
   limited partnership interest under the Act, including (if applicable) the
   right to redeem Units under Section 8.6 or any separate redemption
   agreement, and the right to receive distributions from the Partnership and
   the share of Net Income, Net Losses, gain, loss and Recapture Income
   attributable to the Partnership Units assigned to such transferee, but
   shall not be deemed to be a holder of Partnership Units for any other
   purpose under this Agreement, and shall not be entitled to vote such
   Partnership Units in any matter presented to the Limited Partners for a
   vote (such Partnership Units being deemed to have been voted on such
   matter in the same proportion as all Partnership Units held by Limited
   Partners are voted).  In the event any such transferee desires to make a
   further assignment of any such Partnership Units, such transferee shall be
   subject to all the provisions of this Article 11 to the same extent and in
   the same manner as any Limited Partner desiring to make an assignment of
   Partnership Units.

        Section 11.6   General Provisions.

             (a)  Withdrawal of Limited Partner.  No Limited Partner may
        withdraw from the Partnership other than as a result of a permitted
        transfer of all of such Limited Partner's Partnership Units in
        accordance with this Article 11 or pursuant to the redemption of all
        of his Partnership Units.

             (b)  Termination of Status as Limited Partner.  Any Limited
        Partner who shall transfer all of his Partnership Units in a transfer
        permitted pursuant to this Article 11 or pursuant to the redemption
        of all of his Partnership Units shall cease to be a Limited Partner.

             (c)  Timing of Transfers.  Transfers pursuant to this Article 11
        may only be made on the first day of a fiscal quarter, unless the
        General Partner otherwise agrees, or unless resulting by operation of
        law.

             (d)  Allocation When Transfer Occurs.  If any Partnership
        Interest is transferred during any quarterly segment of the
        Partnership's fiscal year in compliance with the provisions of this
        Article 11 or redeemed pursuant to Section 8.6, Net Income, Net
        Losses, each item thereof and all other items attributable to such
        interest for such fiscal year shall be divided and allocated between
        the transferor Partner and the transferee Partner by taking into
        account their varying interests during the fiscal year in accordance
        with Section 706(d) of the Code, using the interim closing of the
        books method (other than Net Income or Net Loss attributable to a
        Capital Transaction, which shall be allocated as of the Capital
        Transaction Record Date).  Solely for purposes of making such
        allocations, each of such items for the calendar month in which the
        transfer or redemption occurs shall be allocated to the Person who is
        a Partner as of midnight on the last day of said month.  All
        distributions of Available Cash with respect to which the Partnership
        Record Date is before the date of such transfer or redemption shall
        be made to the transferor Partner, and all distributions of Available
        Cash thereafter shall be made to the transferee Partner.

             (e)  Continued Obligations Following Redemption by Certain
        Additional Limited Partners.  Anything herein to the contrary
        notwithstanding, if an Additional Limited Partner is an Electing
        Partner (as defined in Section 13.4), and if such Additional Limited
        Partner exercises a Redemption Right with respect to such Additional
        Limited Partner's entire Limited Partnership Interest, and the
        General Partner determines in good faith that such Redeeming Partner
        has exercised a Redemption Right in order to avoid such Additional
        Limited Partner's deficit Capital Account restoration obligations in
        Section 13.4, the General Partner may require, upon delivery of
        written notice to the Redeeming Partner no later than thirty (30)
        days after the applicable Specified Redemption Date, that the
        Redeeming Partner remain liable to restore his "Hypothetical Negative
        Capital Account Balance" if the Partnership adopts a plan of
        liquidation within three hundred sixty five (365) days following such
        applicable Specified Redemption Date.  A Redeeming Partner's
        Hypothetical Negative Capital Account Balance is the hypothetical
        amount such Redeeming Partner would have had to pay to the
        Partnership pursuant to his obligations under Section 13.4 hereof if
        he had remained as an Additional Limited Partner until the
        liquidation of the Partnership.

                                   ARTICLE 12
                              ADMISSION OF PARTNERS

        Section 12.1   Admission of Successor General Partner.  A successor
   to all of the General Partner's General Partnership Interest pursuant to
   Section 11.2 hereof who is proposed and permitted to be admitted as a
   successor General Partner shall be admitted to the Partnership as the
   General Partner, effective upon such transfer.  Any such transferee shall
   assume all of the General Partner's obligations under this Agreement and
   shall carry on the business of the Partnership without dissolution.  In
   each case, the admission shall be subject to the successor General Partner
   executing and delivering to the Partnership an acceptance of all of the
   terms and conditions of this Agreement and such other documents or
   instruments as may be required to effect the admission.

        Section 12.2   Admission of Additional Limited Partners.

             (a)  General.  A Person who makes a Capital Contribution to the
        Partnership in accordance with Section 4.2 of this Agreement shall be
        admitted to the Partnership as an Additional Limited Partner upon
        furnishing to the General Partner (i) evidence of acceptance in form
        satisfactory to the General Partner of all of the terms and
        conditions of this Agreement, including, without limitation, the
        power of attorney granted in Article 16 hereof and (ii) such other
        documents or instruments as may be required in the sole and absolute
        discretion of the General Partner in order to effect such Person's
        admission as an Additional Limited Partner.

             (b)  Consent of General Partner Required.  Notwithstanding
        anything to the contrary in this Section 12.2, no Person shall be
        admitted as an Additional Limited Partner without the consent of the
        General Partner (other than a Person to whom a Limited Partner may
        transfer Units pursuant to Section 11.3(a) without the consent of the
        General Partner), which consent may be given or withheld in the
        General Partner's sole and absolute discretion.  The admission of any
        Person as an Additional Limited Partner shall become effective on the
        date upon which the name of such Person is recorded on the books and
        records of the Partnership, following the consent of the General
        Partner to such admission.

        Section 12.3   Amendment of Agreement and Certificate.  For the
   admission to the Partnership of any Partner, the General Partner shall,
   subject to the requirements of Section 4.2, take all steps necessary and
   appropriate under the Act to amend the records of the Partnership and, if
   necessary, to prepare as soon as practical an amendment of this Agreement
   (including an amendment of Exhibit A) and, if required by law, shall
   prepare and file an amendment to the Certificate and may for this purpose
   exercise the power of attorney granted pursuant to Article 16 hereof.

        Section 12.4   Representations and Warranties of Additional Limited
   Partners.  As inducement for their admission to the Partnership, each
   Additional Limited Partner hereby represents and warrants that such
   Limited Partner (a) has such knowledge and experience in financial and
   business matters that it is capable of evaluating the merits and risks of
   an investment in the Partnership; (b) has been given the opportunity to
   examine all documents and to ask questions of, and to receive answers
   from, the General Partner and its representatives concerning the terms and
   conditions of the acquisition by it of Units in the Partnership, and to
   obtain any additional information which it deems necessary to verify the
   accuracy of the information with respect thereto; and (c) understands that
   there will be no public market for the Units.  Such Additional Limited
   Partner has received and carefully reviewed copies of the reports filed by
   Regency for its two most recent fiscal years and the interim period to
   date under the Securities Exchange Act of 1934 and such additional
   information concerning Regency and the transactions contemplated by this
   Agreement, to the extent that Regency could acquire such information
   without unreasonable effort or expense, as such Limited Partner deems
   necessary for purposes of making an investment in the Partnership.  The
   Units in the Partnership acquired by such Additional Limited Partner are
   being acquired by such Limited Partner for its own account for investment
   and not with a view to, or for resale in connection with, the public
   distribution or other disposition thereof.  Such Additional Limited
   Partner agrees as a condition to the issuance of such Units in its name
   that any transfer, sale, assignment, hypothecation, offer or other
   disposition of such Units may not be effected except in accordance with
   the terms of this Agreement and pursuant to an effective registration
   statement under the Securities Act and the rules and regulations
   promulgated thereunder, or an exemption therefrom, and in compliance with
   all other applicable securities and "blue sky" laws.  Each Additional
   Limited Partner acknowledges that the Partnership is not required to
   register any of the Units under the Securities Act or any other applicable
   securities or "blue sky" laws.   Each such Additional Limited Partner
   represents and warrants that it has relied on its own advisors for advice
   in connection with structuring the transactions contemplated by this
   Agreement and is not relying on the General Partner or its accountants,
   attorneys or other advisors with regard to such matters.

                                   ARTICLE 13
                           DISSOLUTION AND LIQUIDATION

        Section 13.1   Dissolution.  The Partnership shall not be dissolved
   by the admission of Substituted Limited Partners or Additional Limited
   Partners or by the admission of a successor General Partner in accordance
   with the terms of this Agreement.  Upon the withdrawal of the General
   Partner, any successor General Partner shall continue the business of the
   Partnership.  Notwithstanding anything contained herein to the contrary,
   except as provided below in this Section 13.1, the General Partner and the
   Partnership shall not dissolve the Partnership, adopt a plan of
   liquidation for the Partnership or sell all or substantially all of the
   assets of the Partnership in a Liquidating Transaction or otherwise
   without (i) the Consent of the Original Limited Partners and (ii) the
   Consent of the Additional Limited Partners.  The Partnership shall
   dissolve, and its affairs shall be wound up, upon the first to occur of
   any of the following (each an "Event of Dissolution"):

             (a)  Expiration of Term-the expiration of its term as provided
        in Section 2.4 hereof;

             (b)  Withdrawal of General Partner-an event of withdrawal of the
        last remaining General Partner, as defined in the Act (other than an
        event of bankruptcy), unless, within 90 days after the withdrawal,
        all the remaining Original Limited Partners and Additional Limited
        Partners agree in writing to continue the business of the Partnership
        and to the appointment, effective as of the date of withdrawal, of a
        substitute General Partner;

             (c)  Judicial Dissolution Decree-entry of a decree of judicial
        dissolution of the Partnership pursuant to the provisions of the Act;
        or

             (d)  Bankruptcy or Insolvency of General Partner-the last
        remaining General Partner shall be Incapacitated by reason of its
        bankruptcy unless, within 90 days after the withdrawal, all the
        remaining Original Limited Partners and Additional Limited Partners
        agree in writing to continue the business of the Partnership and to
        the appointment, effective as of the date of withdrawal, of a
        substitute General Partner.

        Section 13.2   Winding Up.

             (a)  General.  The General Partner shall provide written notice
        to the Limited Partners of the occurrence of an Event of Dissolution,
        giving them at least 20 days in which to exercise any Redemption
        Right prior to the distribution of any proceeds from the liquidation
        of the Partnership pursuant to this Section 13.2(a).  Upon the
        occurrence of an Event of Dissolution, the Partnership shall continue
        solely for the purposes of winding up its affairs in an orderly
        manner, liquidating its assets, and satisfying the claims of its
        creditors and Partners.  No Partner shall take any action that is
        inconsistent with, or not necessary to or appropriate for, the
        winding up of the Partnership's business and affairs.  The General
        Partner (or, in the event there is no remaining General Partner, any
        Person elected by a majority in interest of the Limited Partners (the
        "Liquidator")) shall be responsible for overseeing the winding up and
        dissolution of the Partnership and shall take full account of the
        Partnership's liabilities and property and the Partnership property
        (subject to Sections 13.2(b) and 13.2(c)) shall be liquidated as
        promptly as is consistent with obtaining the fair value thereof, and
        the proceeds therefrom shall be applied and distributed in the
        following order:

                  (i)  First, to the payment and discharge of all of the
             Partnership's debts and liabilities to creditors other than the
             Partners;

                 (ii)  Second, to the payment and discharge of all of the
             Partnership's debts and liabilities to the Partners, pro rata in
             accordance with amounts owed to each such Partner;

                (iii)  Third, one hundred percent (100%) to the Original
             Limited Partners, pro rata based on the number of Original
             Limited Partnership Units held by such Partners, until each such
             Partner has received an amount equal to the aggregate Priority
             Distribution Amounts for each Partnership Record Date (if any)
             occurring subsequent to the Event of Dissolution; 

                 (iv)  Fourth, one hundred percent (100%) to the Additional
             Limited Partners, pro rata based on the number of Class 2 Units
             held by such Partners, until each such Partner has received an
             amount equal to the aggregate Priority Distribution Amounts for
             each Partnership Record Date (if any) occurring subsequent to
             the Event of Dissolution; and 

                  (v)  The balance, if any, to the General Partner and
             Limited Partners in accordance with their Capital Accounts,
             after giving effect to all contributions, distributions, and
             allocations for all periods.

        The General Partner shall not receive any additional compensation for
        any services performed pursuant to this Article 13.

             (b)  Deferred Liquidation.  Notwithstanding the provisions of
        Section 13.2(a) hereof which require liquidation of the assets of the
        Partnership, but subject to the order of priorities set forth
        therein, and further subject to Section 13.2(c) hereof and any
        separate agreement of the Partnership or the General Partner with
        respect to the distribution in kind to Additional Limited Partners of
        assets contributed by such Additional Limited Partners (or assets
        exchanged for such assets), if prior to or upon dissolution of the
        Partnership the Liquidator determines that an immediate sale of part
        or all of the Partnership's assets would be impractical or would
        cause undue loss to the Partners, the Liquidator may, in its sole and
        absolute discretion, defer for a reasonable time the liquidation of
        any assets except those necessary to satisfy liabilities of the
        Partnership (including to those Partners as creditors) and/or
        distribute to the Partners, in lieu of cash, as tenants in common and
        in accordance with the provisions of Section 13.2(a) and Section
        13.2(c) hereof and any such separate agreement, undivided interests
        in such Partnership assets as the Liquidator deems not suitable for
        liquidation.  Any such distributions in kind shall be made only if,
        in the good faith judgment of the Liquidator, such distributions in
        kind are in the best interest of the Partners, and shall be subject
        to such conditions relating to the disposition and management of such
        properties as the Liquidator deems reasonable and equitable and to
        any agreements governing the operation of such properties at such
        time.  The Liquidator shall determine the fair market value of any
        property distributed in kind using such reasonable method of
        valuation as it may adopt.

             (c)  Distribution of Briarcliff Village.

                  (i)  In the event that the Partnership is dissolved in
             accordance with this Article 13, the Briarcliff Village Property
             (as defined in Section 7.1(c)) will be distributed in-kind to
             the Original Briarcliff Partners (as defined in Section 7.1(c))
             who continue, as of such time, to hold Original Limited
             Partnership Units attributable to the contribution of the
             Briarcliff Village Property to Branch Properties, L.P. and
             Branch Properties, L.P.'s subsequent contribution of the
             Briarcliff Village Property to the Partnership, with such
             Partners to take title to the Briarcliff Village Property in any
             manner which they are able to agree among themselves.  In the
             event that such Partners are to receive the Briarcliff Village
             Property pursuant to this Section 13.2(c), then the Briarcliff
             Village Property shall have the net value agreed upon by the
             General Partner and the Partners receiving an interest in the
             Briarcliff Village Property, or, if they cannot agree, then the
             Briarcliff Village Property shall be valued in accordance with
             Section 13.2(d).

                 (ii)  If the net value of the Briarcliff Village Property
             determined pursuant to Section 13.2(c)(i) exceeds the amount to
             which the Partners receiving the Briarcliff Village Property are
             entitled pursuant to this Article 13, then such partners may
             contribute to the capital of the Partnership the amount of cash
             equal to such excess, pro rata in proportion to the relative
             number of Units of each such Partners attributable to the
             contribution of the Briarcliff Village Property to Branch
             Properties, L.P. and Branch Properties, L.P.'s subsequent
             contribution of the Briarcliff Village Property to the
             Partnership.  If such a contribution is not made in full, then
             Section 13.2(c)(i) shall not apply and the Liquidator shall be
             entitled to sell the Briarcliff Village Property in connection
             with the dissolution of the Partnership.

             (d)  Appraisal.  In the event that the Briarcliff Village
        Property is to be distributed to the Original Briarcliff Partners in
        liquidation of the Partnership pursuant to the provisions of this
        Section 13.2, then the amount of such distribution shall be
        determined as follows if the net value thereof has not been agreed on
        pursuant to Section 13.2(c)(i):

                  (i)  Within twenty (20) days after the determination that
             the Partnership shall distribute the Briarcliff Village Property
             to the Original Briarcliff Partners, the General Partner and a
             Majority-In-Interest of the Original Briarcliff Partners (as
             defined in Section 7.1(c)) shall each select an independent,
             regionally or nationally recognized appraiser or appraisal group
             which is experienced in valuing separate real estate property
             ("Appraiser"), and the two Appraisers selected by the parties
             shall jointly select a third Appraiser.  Each party shall pay
             the cost of their respective Appraiser and shall split the cost
             of the third Appraiser.

                 (ii)  Within sixty (60) days of selection of the third
             Appraiser, each of the three Appraisers shall determine the
             gross fair market value of the Briarcliff Village Property as of
             the date of the election to liquidate the Partnership,
             calculated based on the net fair market value of Briarcliff
             Village (net of the loans encumbering Briarcliff Village),
             taking into consideration the terms and relative value of the
             loans encumbering Briarcliff Village, the fact that Briarcliff
             Village is not being sold and the loans are not being repaid.

                (iii)  Upon receipt of the three appraisals determining
             the gross fair market value of the Briarcliff Village Property,
             the two closest gross fair market values shall be averaged, with
             such average to constitute the distribution value of the
             Briarcliff Village Property.

        Section 13.3   Compliance with Timing Requirements of Regulations;
   Allowance for Contingent or Unforeseen Liabilities or Obligations. 
   Notwithstanding anything to the contrary in this Agreement, in the event
   the Partnership is "liquidated" within the meaning of Regulations Section
   1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article
   13 to the General Partner and Limited Partners who have positive Capital
   Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2)
   (including any timing requirements therein).  Except as provided in
   Section 13.4, if any Limited Partner has a deficit balance in his Capital
   Account (after giving effect to all contributions, distributions and
   allocations for all taxable years, including the year during which such
   liquidation occurs), such Partner shall have no obligation to make any
   contribution to the capital of the Partnership with respect to such
   deficit, and such deficit shall not be considered a debt owed to the
   Partnership or to any other Person for any purpose whatsoever.  In the
   sole and absolute discretion of the General Partner, a pro rata portion of
   the distributions that would otherwise be made to the General Partner and
   Limited Partners pursuant to this Article 13 may be:  (i) distributed to a
   liquidating trust established for the benefit of the General Partner and
   Limited Partners for the purposes of liquidating Partnership assets,
   collecting amounts owed to the Partnership, and paying any contingent or
   unforeseen liabilities or obligations of the Partnership or of the General
   Partner arising out of or in connection with the Partnership (the assets
   of any such trust shall be distributed to the General Partner and Limited
   Partners from time to time, in the reasonable discretion of the General
   Partner, in the same proportions as the amount distributed to such trust
   by the Partnership would otherwise have been distributed to the General
   Partner and Limited Partners pursuant to this Agreement); or (ii) withheld
   to provide a reasonable reserve for Partnership liabilities (contingent or
   otherwise) and to reflect the unrealized portion of any installment
   obligations owed to the Partnership; provided, that such withheld amounts
   shall be distributed to the General Partner and Limited Partners as soon
   as practicable. 

        Section 13.4   Deficit Capital Account Restoration.  

             (a)  Subject to Section 13.4(b), if an Original Limited Partner
        listed on Schedule 13.4(a) (who constituted an "Electing Partner" of
        Branch and is referred to hereinafter as an "Electing Partner") and
        any Additional Limited Partner who elects to be added to such
        Schedule (also an "Electing Partner"), on the date of the
        "liquidation" of his respective interest in the Partnership (within
        the meaning of Regulations Section 1.704-1(b)(2)(ii)(g)), has a
        negative balance in his Capital Account, then such Electing Partner
        shall contribute in cash to the capital of the Partnership the lesser
        of (i) the maximum amount (if any such maximum amount is stated)
        listed beside such Electing Partner's name on Schedule 13.4(a) or
        (ii) the amount required to increase his Capital Account as of such
        date to zero.  Any such contribution required of a Partner hereunder
        shall be made on or before the later of (i) the end of the
        Partnership fiscal year in which the interest of such Partner is
        liquidated or (ii) the ninetieth (90th) day following the date of
        such liquidation.  Notwithstanding any provision hereof to the
        contrary, all amounts so contributed by a partner to the capital of
        the Partnership shall, upon the liquidation of the Partnership under
        this Article 13, be first paid to any then creditors of the
        Partnership, including Partners that are Partnership creditors (in
        the order provided in Section 13.2(a)), and any remaining amount
        shall be distributed to the other Partners then having positive
        balances in their respective Capital Accounts in proportion to such
        positive balances.

             (b)  After the death of an Electing Partner, the executor of the
        estate of such an Electing Partner may elect to reduce (or eliminate)
        the deficit Capital Account restoration obligation of such an
        Electing Partner pursuant to Section 13.4(a).  Such election may be
        made by such executor by delivering to the General Partner within two
        hundred seventy (270) days of the death of such an Electing Partner a
        written notice setting forth the maximum deficit balance in his
        Capital Account that such executor agrees to restore under Section
        13.4(a), if any.  If such executor does not make a timely election
        pursuant to this Section 13.4(b) (whether or not the balance in his
        Capital Account is negative at such time), then such Electing
        partner's estate (and the beneficiaries thereof who receive
        distribution of Partnership Units therefrom) shall be deemed to have
        a deficit Capital Account restoration obligation as set forth
        pursuant to the terms of Section 13.4(a).

             (c)  If the General Partner, on the date of "liquidation" of its
        interest in the Partnership, within the meaning of Section 1.704-
        1(b)(2)(ii)(g) of the Regulations, has a negative balance in its
        Capital Account, then the General Partner shall contribute in cash to
        the capital of the Partnership the amount needed to restore its
        Capital Account balance to zero.  Any such contribution required to
        be made by the General Partner shall be made by the General Partner
        on or before the later of (i) the end of the Partnership Year in
        which the General Partner's interest is liquidated, or (ii) the
        ninetieth (90th) calendar day following the date of such liquidation. 
        Notwithstanding any provision of this Agreement to the contrary, all
        amounts so contributed to the capital of the Partnership in
        accordance with this Section 13.4 shall be distributed in accordance
        with Section 13.2(a).  Regency unconditionally guarantees the
        obligation of the General Partner under this Section 13.4(c) for the
        benefit of the Partnership and the other Partners.

        Section 13.5   Deemed Distribution and Recontribution.  Notwith-
   standing any other provision of this Article 13 (but subject to
   Section 13.3), in the event the Partnership is liquidated within the
   meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Event of
   Dissolution has occurred, the Partnership's property shall not be
   liquidated, the Partnership's liabilities shall not be paid or discharged,
   and the Partnership's affairs shall not be wound up.  Instead, the
   Partnership shall be deemed to have distributed the Property in kind to
   the General Partner and Limited Partners, who shall be deemed to have
   assumed and taken such property subject to all Partnership liabilities,
   all in accordance with their respective Capital Accounts.  Immediately
   thereafter, the General Partner and Limited Partners shall be deemed to
   have recontributed the Partnership property in kind to the Partnership,
   which shall be deemed to have assumed and taken such property subject to
   all such liabilities.

        Section 13.6   Rights of Limited Partners.  Except as specifically
   provided in this Agreement, including Sections 7.1(a)(iii), 8.6, 8.7 and
   13.4, each Limited Partner shall look solely to the assets of the
   Partnership for the return of his Capital Contribution and shall have no
   right or power to demand or receive property other than cash from the
   Partnership.  Except as specifically provided in this Agreement, no
   Limited Partner shall have priority over any other Limited Partner as to
   the return of his Capital Contributions, distributions, or allocations.

        Section 13.7   Notice of Dissolution.  In the event an Event of
   Dissolution or an event occurs that would, but for the provisions of
   Section 13.1, result in a dissolution of the Partnership, the General
   Partner shall, within 30 days thereafter, provide written notice thereof
   to each of the Partners and to all other parties with whom the Partnership
   regularly conducts business (as determined in the sole and absolute
   discretion of the General Partner) and shall publish notice thereof in a
   newspaper of general circulation in each place in which the Partnership
   regularly conducts business (as determined in the sole and absolute
   discretion of the General Partner).

        Section 13.8   Cancellation of Certificate of Limited Partnership. 
   Upon the completion of the liquidation of the Partnership as provided in
   Section 13.2 hereof, the Partnership shall be terminated and the
   Certificate and all qualifications of the Partnership as a foreign limited
   partnership in jurisdictions other than the State of Delaware shall be
   canceled and such other actions as may be necessary to terminate the
   Partnership shall be taken.

        Section 13.9   Reasonable Time for Winding-Up.  A reasonable time
   shall be allowed for the orderly winding-up of the business and affairs of
   the Partnership and the liquidation of its assets pursuant to Section 13.2
   hereof, in order to minimize any losses otherwise attendant upon such
   winding-up, and the provisions of this Agreement shall remain in effect
   between the Partners during the period of liquidation.

                                   ARTICLE 14
                  AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

        Section 14.1   Amendments.

             (a)  General.  Amendments to this Agreement may be proposed only
        by the General Partner, who shall submit any proposed amendment
        (other than an amendment pursuant to Section 14.1(b)) to the Limited
        Partners.  The General Partner shall seek the written vote of the
        Partners on the proposed amendment or shall call a meeting to vote
        thereon and to transact any other business that it may deem
        appropriate.  Except as provided in Section 14.1(b), 14.1(c),
        14.1(d), 14.1(e) or 14.1(f), a proposed amendment shall be adopted
        and be effective as an amendment hereto if it is approved by the
        General Partner and it receives (i) the Consent of the Original
        Limited Partners and (ii) the Consent of the Additional Limited
        Partners.

             (b)  General Partner's Power to Amend.  Notwithstanding Section
        14.1(a), the General Partner shall have the power, without the
        consent of the Limited Partners, to amend this Agreement as may be
        required to facilitate or implement any of the following purposes:

                  (i)  to add to the obligations of the General Partner or
             surrender any right or power granted to the General Partner or
             any Affiliate of the General Partner for the benefit of the
             Limited Partners;

                 (ii)  to add to or change the name of the Partnership;

                (iii)  to reflect the admission, substitution,
             termination, or withdrawal of Partners in accordance with this
             Agreement;

                 (iv)  to set forth the rights, powers, duties and
             preferences of the holders of any additional Partnership
             Interests issued pursuant to Section 4.2;

                  (v)  to reflect a change that is of an inconsequential
             nature and does not adversely affect the Limited Partners in any
             material respect, or to cure any ambiguity, correct or
             supplement any provision in this Agreement not inconsistent with
             law or with other provisions, or make other changes with respect
             to matters arising under this Agreement that will not be
             inconsistent with law or with the provisions of this Agreement;
             and

                 (vi)  to satisfy any requirements, conditions, or guidelines
             contained in any order, directive, opinion, ruling or regulation
             of a federal or state agency or contained in federal or state.

        The General Partner will provide 10 days' prior written notice to the
        Limited Partners when any action under this Section 14.1(b) is taken.

             (c)  Consent of Adversely Affected Partner Required. 
        Notwithstanding Section 14.1(a) hereof, this Agreement shall not be
        amended without the consent of each Partner adversely affected if
        such amendment would (i) convert a Limited Partner's interest in the
        Partnership into a general partner's interest, (ii) modify the
        limited liability of a Limited Partner, (iii) alter rights of the
        Partner to receive distributions pursuant to Articles 5 or 13, or the
        allocations specified in Article 6 (except as permitted pursuant to
        Sections 4.2 or 4.4(c) hereof), (iv) alter or modify the Redemption
        Right or Redemption Amount as set forth in Section 8.6 and related
        definitions hereof, or (v) amend Sections 4.2 (issuances of
        additional Partnership Interests), 7.1(a)(iii) (Section 1031
        exchanges), 7.1(h) (distributions), 7.3 (restrictions on General
        Partner's authority), or (vi) amend this Section 14.1(c).  

             (d)  When Consent of Limited Partnership Interests Required. 
        Notwithstanding Section 14.1(a) hereof, the General Partner shall not
        amend Sections 4.2 (issuances of additional Partnership Interests),
        7.1(h) (distributions), 7.6 (contracts with Affiliates) or 11.2
        (transfer of General Partnership Interest) without the Consent of the
        Limited Partners and the General Partner shall not amend this Section
        14.1(d) without the unanimous consent of the Limited Partners.

             (e)  When Consent of Other Limited Partners Required.

                  (i)  Matters Relating to Briarcliff.  Notwithstanding
             Section 14.1(a) hereof, Section 7.1(c) (sale of Briarcliff
             Village), 13.2(c) (distribution of Briarcliff Village) and this
             Section 14.1(e)(i) may be amended only with the Consent of a
             Majority in Interest of the Original Briarcliff  Partners (as
             defined in Section 7.1(c).

                 (ii)  Matters Relating to Other Classes of Partners. 
             Notwithstanding Section 14.1(a) hereof, except as provided in
             Section 14.1(c), any amendment that would adversely affect only
             a class of Limited Partners other than the Original Limited
             Partners may be amended with the Consent of such class of
             Limited Partners.  

             (f)  Security Capital Consent.  So long as the Stockholders
        Agreement referred to in Schedule 7.8(b) remains in effect, this
        Agreement shall not be amended, modified or supplemented, in any such
        case, without the prior written consent of Security Capital.  Any
        amendment, modification or supplement adopted without Security
        Capital's consent shall be void.

        Section 14.2   Meetings of Limited Partners.

             (a)  General.  Meetings of the Limited Partners may be called
        only by the General Partner. Such meeting shall be held at the
        principal office of the Partnership, or at such other place as may be
        designated by the General Partner.  Notice of any such meeting shall
        be given to all Limited Partners not less than fifteen days nor more
        than sixty days prior to the date of such meeting.  The notice shall
        state the purpose or purposes of the meeting.  Limited Partners may
        vote in person or by proxy at such meeting.  Whenever the vote or
        consent of Limited Partners is permitted or required under this
        Agreement, such vote or consent may be given at a meeting of Limited
        Partners or may be given in accordance with the procedure prescribed
        in Section 14.1 hereof.  Except as otherwise expressly provided in
        this Agreement, the consent of holders of a majority of the
        Percentage Interests of the Limited Partners (other than Units held
        by the General Partner, Regency or any Affiliate of Regency other
        than a Property Affiliate) shall control.

             (b)  Actions Without a Meeting.  Any action required or
        permitted to be taken at a meeting of the Limited Partners may be
        taken without a meeting if a written consent setting forth the action
        so taken is signed by a majority of the Percentage Interests of the
        Limited Partners (other than Units held by the General Partner,
        Regency or any Affiliate of Regency other than a Property Affiliate)
        (or such other percentage as is expressly required by this
        Agreement).  Such consent may be in one instrument or in several
        instruments, and shall have the same force and effect as a vote of a
        majority of the Percentage Interests of the Original Limited Partners
        (other than Units held by the General Partner, Regency or any
        Affiliate of Regency other than a Property Affiliate)(or such other
        percentage as is expressly required by this Agreement).  Such consent
        shall be filed with the General Partner.  An action so taken shall be
        deemed to have been taken at a meeting held on the effective date so
        certified.

             (c)  Proxy.  Each Limited Partner may authorize any Person or
        Persons to act for him by proxy on all matters in which a Limited
        Partner is entitled to participate, including waiving notice of any
        meeting, or voting or participating at a meeting.  Every proxy must
        be signed by the Limited Partner or his attorney-in-fact.  No proxy
        shall be valid after the expiration of 11 months from the date
        thereof unless otherwise provided in the proxy.  Every proxy shall be
        revocable at the pleasure of the Limited Partner executing it.

             (d)  Conduct of Meeting.  Each meeting of Limited Partners shall
        be conducted by the General Partner or such other Person as the
        General Partner may appoint pursuant to such rules for the conduct of
        the meeting as the General Partner or such other Person deems
        appropriate.

                                   ARTICLE 15
                               GENERAL PROVISIONS

        Section 15.1   Addresses and Notice.  All notices and demands under
   this Agreement shall be in writing, and may be either delivered personally
   (which shall include deliveries by courier) by U.S. mail or a nationally
   recognized overnight courier, by telefax, telex or other wire transmission
   (with request for assurance of receipt in a manner appropriate with
   respect to communications of that type; provided, that a confirmation copy
   is concurrently sent by a nationally recognized express courier for
   overnight delivery) or mailed, postage prepaid, by certified or registered
   mail, return receipt requested, directed to the parties at their
   respective addresses set forth on Exhibit A attached hereto, as it may be
   amended from time to time, and, if to the Partnership, such notices and
   demands sent in the aforesaid manner must be delivered at its principal
   place of business set forth above.  Notices and demands shall be effective
   upon receipt.  Any party hereto may designate a different address to which
   notices and demands shall thereafter be directed by written notice given
   in the same manner and directed to the Partnership at its office
   hereinabove set forth.

        Section 15.2   Titles and Captions.  All article or section titles or
   captions in this Agreement are for convenience only.  They shall not be
   deemed part of this Agreement and in no way define, limit, extend or
   describe the scope or intent of any provisions hereof.  Except as
   specifically provided otherwise, references to "Articles" and "Sections"
   are to Articles and Sections of this Agreement.

        Section 15.3   Pronouns and Plurals.  Whenever the context may
   require, any pronoun used in this Agreement shall include the
   corresponding masculine, feminine or neuter forms, and the singular form
   of nouns, pronouns and verbs shall include the plural and vice versa.

        Section 15.4   Further Action.  The parties shall execute and deliver
   all documents, provide all information and take or refrain from taking
   action as may be necessary or appropriate to achieve the purposes of this
   Agreement.

        Section 15.5   Binding Effect.  This Agreement shall be binding upon
   and inure to the benefit of the parties hereto and their heirs, executors,
   administrators, successors, legal representatives and permitted assigns. 
   Section 14.1(f) shall inure to the benefit of Security Capital.

        Section 15.6   Waiver of Partition.  The Partners hereby agree that
   the Partnership properties are not and will not be suitable for partition. 
   Accordingly, each of the Partners hereby irrevocably waives any and all
   rights (if any) that it may have to maintain any action for partition of
   any of the Partnership properties.

        Section 15.7   Entire Agreement.  This Agreement supersedes any prior
   agreements or understandings among the parties with respect to the matters
   contained herein and it may not be modified or amended in any manner other
   than pursuant to Article 14.  Matters (including but not limited to
   Redemption Rights) affecting Additional Limited Partners who are admitted
   to the Partnership from time to time may be set forth from time to time in
   separate agreements, provided that such agreements would not require the
   consent of any other Limited Partners if included as part of this
   Agreement, and in the event of any inconsistency between this Agreement
   and any such separate agreement permitted hereunder, the provisions of the
   separate agreement shall control.

        Section 15.8   Remedies Not Exclusive.  Any remedies herein contained
   for breaches of obligations hereunder shall not be deemed to be exclusive
   and shall not impair the right of any party to exercise any other right or
   remedy, whether for damages, injunction or otherwise.

        Section 15.9   Time.  Time is of the essence of this Agreement.

        Section 15.10  Creditors.  None of the provisions of this Agreement
   shall be for the benefit of, or shall be enforceable by, any creditor of
   the Partnership.

        Section 15.11  Waiver.  No failure by any party to insist upon the
   strict performance of any covenant, duty, agreement or condition of this
   Agreement or to exercise any right or remedy consequent upon a breach
   thereof shall constitute waiver of any such breach or any other covenant,
   duty, agreement or condition.

        Section 15.12  Execution Counterparts.  This Agreement may be
   executed in counterparts, all of which together shall constitute one
   agreement binding on all the parties hereto, notwithstanding that all such
   parties are not signatories to the original or the same counterpart.

        Section 15.13  Applicable Law.  This Agreement shall be construed in
   accordance with and governed by the laws and judicial decisions of the
   State of Delaware, without regard to the principles of conflicts of law.

        Section 15.14  Invalidity of Provisions.  If any provision of this
   Agreement is or becomes invalid, illegal or unenforceable in any respect,
   the validity, legality and enforceability of the remaining provisions
   contained herein shall not be affected thereby.

                                   ARTICLE 16
                                POWER OF ATTORNEY

        Section 16.1   Power of Attorney.

             (a)  Scope.  Each Limited Partner and each Assignee hereby
        constitutes and appoints the General Partner, any Liquidator, and
        authorized officers and attorneys-in-fact of each, and each of those
        acting singly, in each case with full power of substitution and
        resubstitution, as its true and lawful agent and attorney-in-fact,
        with full power and authority in its name, place and stead to:

                  (i)  execute, swear to, acknowledge, deliver, file and
             record in the appropriate public offices (1) all certificates,
             documents and other instruments (including, without limitation,
             this Agreement and the Certificate and all amendments or
             restatements thereof) that the General Partner or the Liquidator
             deems appropriate or necessary to form, qualify or continue the
             existence or qualification of the Partnership as a limited
             partnership (or a partnership in which the limited partners have
             limited liability) in the State of Delaware and in all other
             jurisdictions in which the Partnership may conduct business or
             own property; (2) all instruments that the General Partner deems
             appropriate or necessary to reflect any amendment, change,
             modification or restatement of this Agreement in accordance with
             its terms; (3) all conveyances and other instruments or
             documents that the General Partner deems appropriate or
             necessary to reflect the dissolution and liquidation of the
             Partnership pursuant to the terms of this Agreement, including,
             without limitation, a certificate of cancellation; (4) all
             instruments or documents and all certificates and
             acknowledgments relating to any mortgage, pledge, or other form
             of encumbrance in connection with any loan or other financing to
             the General Partner as provided by Section 7.1(a)(iii); (5) all
             instruments relating to the admission, withdrawal, removal or
             substitution of any Partner pursuant to, or other events
             described in, Article 11, 12 or 13 hereof or the Capital
             Contribution of any Partner; (6) all certificates, documents and
             other instruments relating to the determination of the rights,
             preferences and privileges of Partnership Interests; and (7) all
             financing statements, continuation statements and similar
             documents which the General Partner deems appropriate to perfect
             and to continue perfection of the security interest referred to
             in Section 5.3; and

                 (ii)  execute, swear to, acknowledge and file all ballots,
             consents, approvals, waivers, certificates and other instruments
             appropriate or necessary, to evidence, confirm or ratify any
             vote, consent, approval, agreement or other action which is made
             or given by the Partners hereunder or is consistent with the
             terms of this Agreement or appropriate or necessary, to
             effectuate the terms or intent of this Agreement.

        Nothing contained herein shall be construed as authorizing the
        General Partner to amend this Agreement except in accordance with
        Article 14 hereof or as may be otherwise expressly provided for in
        this Agreement.

             (b)  Additional Power of Attorney of Limited Partners.  Each
        Original Limited Partner hereby grants to the General Partner and any
        Liquidator and authorizes officers and attorneys-in-fact of such
        Persons, and each of those acting singly, in each case with full
        power of substitution and resubstitution, as its true and lawful
        agent and attorney-in-fact, with full power and authority in its
        name, place and stead to execute and file in such Original Limited
        Partner's name any financing statements, continuation statements and
        similar documents and to perform all other acts which the General
        Partner deems appropriate to perfect and to continue perfection of
        the security interest in the Pledged Units referred to in Section
        8.6(f).  Each Additional Limited Partner hereby grants to the General
        Partner and any Liquidator and authorizes officers and attorneys-in-
        fact of such Persons, and each of those acting singly, in each case
        with full power of substitution and resubstitution, as its true and
        lawful agent and attorney-in-fact, with full power and authority in
        its name, place and stead to execute and file in such Additional
        Limited Partner's name any financing statements, continuation
        statements and similar documents and to perform all other acts which
        the General Partner deems appropriate to perfect and to continue
        perfection of the security interest in any Pledged Units owned by
        such Additional Limited Partner.

             (c)  Irrevocability.  The foregoing power of attorney is hereby
        declared to be irrevocable and a power coupled with an interest, in
        recognition of the fact that each of the Partners will be relying
        upon the power of the General Partner and any Liquidator to act as
        contemplated by this Agreement in any filing or other action by it on
        behalf of the Partnership, and it shall survive and not be affected
        by the subsequent Incapacity of any Limited Partner or Assignee and
        the transfer of all or any portion of such Limited Partner's or
        Assignee's Partnership Units and shall extend to such Limited
        Partner's or Assignee's heirs, successors, assigns and personal
        representatives.  Each such Limited Partner or Assignee hereby agrees
        to be bound by any representation made by the General Partner, acting
        in good faith pursuant to such power of attorney; and each such
        Limited Partner or Assignee hereby waives any and all defenses which
        may be available to contest, negate or disaffirm the action of the
        General Partner, taken in good faith under such power of attorney. 
        Each Limited Partner or Assignee shall execute and deliver to the
        General Partner or the Liquidator, within 15 days after receipt of
        the General Partner's request therefor, such further designations,
        powers of attorney and other instruments as the General Partner or
        the Liquidator, as the case may be, deems necessary to effectuate
        this Agreement and the purposes of the Partnership.

        IN WITNESS WHEREOF, the undersigned have executed this Agreement as
   of the date first written above.

                                 GENERAL PARTNER:

                                 REGENCY REALTY CORPORATION


                                 By:  /s/ Bruce M. Johnson
                                 Name:  Bruce M. Johnson
                                 Title: Managing Director



                                 SECURITY CAPITAL U.S. REALTY,
                                 a Luxembourg corporation


                                 By:    /s/ Gerald Morgan
                                 Name:   Gerald Morgan
                                 Title:  Senior Vice President



                                 SECURITY CAPITAL HOLDINGS, S.A.,
                                 a Luxembourg corporation


                                 By:     /s/ Gerald Morgan
                                 Name:   Gerald Morgan
                                 Title:  Senior Vice President


   
   Third Party Management Assets 



                                 MIDLAND DEVELOPMENT GROUP, INC.,
                                 a Missouri Corporation


                                 By:  /s/ Lee S. Wielansky
                                     Lee S. Wielansky, President


   
   OTR Eastern Properties
     Bent Tree Plaza (North Carolina)
     Westchester Plaza (Ohio)
     Hamilton Meadows (Ohio)
     Brookville Plaza (Virginia)
     Lakeshore (Michigan)
     Evans Crossing (Georgia)
     Statler Square (Virginia)
     Kernersville Marketplace (North Carolina)
     Maynard Crossing (North Carolina)
     Shoppes at Mason (Ohio)
     Lake Pine Plaza (North Carolina)


                                 OTR/MIDLAND REALTY HOLDINGS, LTD.,
                                 an Ohio Limited Liability Company

                                 By:  Midland Realty Holdings L.L.C.,
                                      a Missouri Limited Liability Company,
                                      Managing Member


                                      By:  /s/ Lee S. Wielansky
                                          Lee S. Wielansky, Managing Member



   
   Beckett Commons Shopping Center
   No. 1712




                                 BECKETT PARTNERS LIMITED PARTNER-
                                 SHIP, an Ohio Limited Partnership

                                 By:  Midland-Beckett Limited Partnership,
                                      a Missouri Limited Partnership, General
                                      Partner

                                      By:  Beckett Equities, Inc., a Missouri
                                           Corporation, General Partner


                                       By:  /s/ Lee S. Wielansky
                                           Lee S. Wielansky, President



   
   East Pointe Shopping Center
   No. 1709




                                 REYNOLDSBURG PARTNERS,
                                 an Ohio General Partnership


                                 By:  Midland Reynoldsburg Development
                                      Company Limited Partnership, a
                                      Missouri Limited Partnership, Managing
                                      General Partner

                                      By:  Reynoldsburg Equities, Inc., a
                                           Missouri Corporation, General 
                                           Partner


                                       By:  /s/ Lee S. Wielansky
                                           Lee S. Wielansky
                                           Managing Member


   
   Franklin Square
   No. 1705



                                 MIDLAND FRANKFORT DEVELOPMENT CO.
                                 L.L.C., a Kentucky Limited Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


                                 By:  /s/ Ned M. Brickman
                                      Ned M. Brickman, Manager


                                 By:  /s/ Stephen M. Notestine
                                      Stephen M. Notestine, Manager



   
   Maxtown Road Shopping Center
   No. 1710




                                 MAXTOWN PARTNERS, LTD.,
                                 an Ohio Limited Liability Company

                                 By:  Maxtown Development Company L.L.C.,
                                      a Missouri Limited Liability Company,
                                      Voting Member


                                      By:  /s/ Lee S. Wielansky
                                          Lee S. Wielansky, Managing Member


                                      By:  /s/ Ned M. Brickman
                                          Ned M. Brickman, Managing Member




   
   St. Ann Square
   No. 1706



                                 K & M DEVELOPMENT COMPANY,
                                 a Missouri General Partnership


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Managing Partner





   
   Worthington Park Centre
   No. 1711




                                 WORTHINGTON DEVELOPMENT COMPANY,
                                 an Ohio General Partnership


                                 By:  /s/ Ned M. Brickman
                                      Ned M. Brickman, Managing General
                                        Partner





   
   Acquisition Contracts


                                 MIDLAND ACQUISITIONS, INC.



                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, President




   
   Acquisition Contracts


                                 MIDLAND RALEIGH ACQUISITIONS, LLC,
                                 a North Carolina Limited Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager




   
   Acquisition Contracts


                                 MIDLAND DALLAS ACQUISITIONS, INC.


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, President



   
   Acquisition Contracts



                                 MIDLAND MICHIGAN ACQUISITIONS, INC.


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, President




   
   Monument




                                 MIDLAND MONUMENT DEVELOPMENT
                                 COMPANY, a Colorado Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager



   
   Cheyenne, WY




                                 MIDLAND CHEYENNE, WY DEVELOPMENT
                                 COMPANY, a Wyoming Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Charlottesville




                                 MIDLAND CHARLOTTESVILLE DEVELOP-
                                 MENT COMPANY, a Virginia Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager



   
   Waterford




                                 MIDLAND WATERFORD DEVELOPMENT
                                 COMPANY, a Michigan Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager




   
   Parker/Stroh




                                 MIDLAND PARKER DEVELOPMENT
                                 LLC, a Colorado Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager



   
   Creekside
   Village Center
   Garner
   Windmiller




                                 MIDLAND REALTY HOLDINGS, L.L.C.,
                                 a Missouri Limited Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Managing Member



   
                                    EXHIBIT A
                       PARTNERS, CONTRIBUTIONS, UNITS AND
                              PARTNERSHIP INTERESTS



                                [TO BE ATTACHED]

   
                                 SCHEDULE 7.8(b)

                           REGENCY'S PFIC OBLIGATIONS


   
                                 SCHEDULE 8.6(a)

                       TRANSFER RESTRICTIONS IN REGENCY'S
                            ARTICLES OF INCORPORATION


   
                                SCHEDULE 13.4(a)

                         ELECTING PARTNERS WITH DEFICIT
                       CAPITAL ACCOUNT MAKE-UP REQUIREMENT


                      [to be completed prior to execution]


                          REGISTRATION RIGHTS AGREEMENT


        THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement"), made as of the
   5th day of March, 1998, among REGENCY REALTY CORPORATION, a Florida
   corporation (the "Company"), and the investors listed on the signature
   pages hereto (referred to collectively as the "Investors" and individually
   as an "Investor");

                               W I T N E S S E T H

        WHEREAS, the Company, certain of the Investors and other persons are
   parties to that certain Contribution Agreement dated as of January 12,
   1998 (the "Contribution Agreement"), pursuant to the terms of which the
   Contributors (as defined in the Contribution Agreement) agreed to
   contribute certain properties and assets to the Partnership (as
   hereinafter defined) in exchange for Units (as hereinafter defined) of
   limited partnership interest in the Partnership which the Contributors are
   distributing to their equity owners; and

        WHEREAS, the Units held by Investors will be exchangeable for common
   stock of the Company in accordance with the Partnership Agreement; and

        WHEREAS, pursuant to the Contribution Agreement, the Company and
   Investors agreed to execute and deliver this Agreement at the First
   Closing (as defined in the Contribution Agreement).

        NOW, THEREFORE, in consideration of the premises, TEN DOLLARS
   ($10.00) in hand paid by Investors to the Company and other good and
   valuable consideration, the receipt, adequacy and sufficiency of which are
   hereby acknowledged by the parties, the parties intending to be legally
   bound, hereby agree as follows:

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

        "Affiliate" means, with regard to a Person, a Person that controls,
   is controlled by, or is under common control with, such Person.  For
   purposes of this definition, "control" when used with respect to any
   Person means the power to direct the management and policies of such
   Person, directly or indirectly, whether through the ownership of voting
   securities, by contract or otherwise; and the terms "affiliated,"
   "controlling" and "controlled" having meanings correlative to the
   foregoing.

        "Commission" means the Securities and Exchange Commission or any
   other applicable  federal agency at the time administering the Securities
   Act.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended,
   or any similar federal statute, and the rules and regulations of the
   Commission thereunder, all as the same shall be in effect at the time.

        "Investor" means the Persons who are listed on the signature pages
   hereto and their Permitted Transferees, including the Permitted
   Transferees listed on Exhibit 1, but shall not include any Investor who no
   longer holds Registrable Securities.

        "Partnership" means Regency Centers, L.P., a Delaware limited
   partnership.

        "Partnership Agreement" means the Amended and Restated Agreement of
   Limited Partnership of the Partnership, executed of even date herewith, as
   the same may be hereafter further amended.

        "Permitted Transferee" means any Affiliate or a member of the
   undersigned's Immediate Family, provided that such transferee agrees in
   writing to be bound by the provisions of the Partnership Agreement. 
   Immediate Family means the undersigned's spouse, parents, descendants,
   nephews, nieces, brothers and sisters and trusts for the benefit of any of
   the foregoing.

        "Person" means an individual, partnership, corporation, limited
   liability company, trust or unincorporated organization, or a government
   or agency or political subdivision thereof.

        "Registrable Security" means (i) any Shares issued to an Investor
   pursuant to the Contribution Agreement, and any Shares issuable to an
   Investor upon redemption of Units pursuant to the Redemption Agreement,
   (ii) any other securities issued by the Company in exchange for any such
   Shares and (iii) any securities issued by the Company as a dividend or
   distribution on account of Registrable Securities or resulting from a
   subdivision of the outstanding Registrable Securities into a greater
   number of Shares (by reclassification, stock split or otherwise).  As to
   any particular Registrable Securities, such securities will cease to be
   Registrable Securities when (a) they have been distributed to the public
   pursuant to an offering registered under the Securities Act or (b) they
   have been sold to the public through a broker, dealer or market-maker in
   compliance with Rule 144 under the Securities Act or (c) they have been
   transferred to any Person who is not a Permitted Transferee or (d) one
   year shall have passed after the date of death of an Investor who is a
   natural person, at which time the Registrable Securities held by such
   Investor at the date of his or her death shall cease to be Registrable
   Securities, (e) the Company has delivered a new certificate or other
   evidence of ownership not bearing the legend set forth on the Shares upon
   the initial issuance thereof, and, in the opinion of counsel to the
   Company, the subsequent disposition of such security shall not require the
   registration or qualification under the Securities Act, or (f) such
   security has ceased to be outstanding.

        "Redemption Agreement" means the Redemption Agreement of even date
   herewith, as the same may hereafter be amended, providing for the
   Partnership to redeem Units.

        "Resale Rules" means Rule 144 promulgated by the Commission or any
   successor to such rule or any other rule or regulation of the Commission
   that may at any time permit the Investor to sell its Shares to the public
   without registration.

        "Securities Act" means the Securities Act of 1933, as amended, or any
   similar federal statute, and the rules and regulations of the Commission
   thereunder, all as the same shall be in effect at the time.

        "Shares" mean the Company's shares of voting Common Stock, $0.01 par
   value per share.

        "Shelf Prospectus" shall mean the prospectus included in the Shelf
   Registration Statement, including any preliminary prospectus, and any
   amendment or supplement thereto, including any supplement relating to the
   terms of the offering of any portion of the Registrable Securities covered
   by the Shelf Registration Statement, and in each case including all
   material incorporated by reference therein.

        "Shelf Registration Statement" shall mean a registration statement of
   the Company (and any other entity required to be a registrant with respect
   to such registration statement pursuant to the requirements of the
   Securities Act) that covers all of the Registrable Securities to be
   offered on a delayed or continuous basis pursuant to Rule 415 under the
   Securities Act, or any similar rule that may be adopted by the Commission,
   and all amendments (including post-effective amendments) to such
   registration statement, and all exhibits thereto and materials
   incorporated by reference therein.

        "Unit" shall have the meaning given to such term in the Partnership
   Agreement and shall include any Additional Unit (as defined in the
   Contribution Agreement).

        2.   SHELF REGISTRATION RIGHTS.

        2.1  Shelf Registration.

             2.1.1     Request.  The Company shall cause to be filed on the
        later of (a) the first business day following the 15th day after the
        First Closing Date (as defined in the Contribution Agreement), or (b)
        May 1, 1998, or as soon as practicable thereafter, a Shelf
        Registration Statement providing for the sale by the Investors of all
        of the Registrable Securities in accordance with the terms hereof and
        will use its reasonable efforts to cause such Shelf Registration
        Statement to be declared effective by the Commission as soon as
        practicable thereafter.  The Company agrees to use its reasonable
        efforts to keep the Shelf Registration Statement with respect to the
        Registrable Securities continuously effective so long as any Investor
        holds Registrable Securities; provided, however, that at any time
        after the Shelf Registration Statement becomes effective the number
        of Registrable Securities outstanding is less than 12,500, then the
        Investors owning the remaining Registrable Securities shall be given
        notice that the Shelf Registration will be permitted to lapse in not
        less than 90 days, after which 90-day period, the Company's
        obligations under this Section 2.1.1 shall cease.  Subject to Section
        2.2.2 and Section 2.2.11, the Company further agrees to amend the
        Shelf Registration Statement if and as required by the rules,
        regulations or instructions applicable to the registration form used
        by the Company for such Shelf Registration Statement or by the
        Securities Act or any rules and regulations thereunder; provided,
        however, that the Company shall not be deemed to have used its
        reasonable efforts to keep the Shelf Registration Statement effective
        during the applicable period if it voluntarily takes any action that
        would result in the Investors not being able to sell Registrable
        Securities covered thereby during that period, unless such action is
        required under applicable law or the Company has filed a post-
        effective amendment to the Shelf Registration Statement and the
        Commission has not declared it effective or except as otherwise
        permitted by the last three sentences of Section 2.2.2.  In the event
        that all the Subsequent Closings (as defined in the Contribution
        Agreement) have not yet occurred at the time of the filing of a Shelf
        Registration Statement hereunder, such registration statement also
        shall include the maximum estimated number of Shares that Regency
        reasonably anticipates could constitute Registrable Securities as a
        result of the remaining Subsequent Closings, and if the number of
        Registrable Securities actually issued at all Subsequent Closings
        exceeds the number of shares covered by the registration statement,
        Regency shall file an amendment increasing the number of Shares
        covered by the Shelf Registration Statement, or shall file a new
        registration statement for the additional Shares.

        2.2  Registration Procedures.  In connection with the obligations of
   the Company with respect to the Shelf Registration Statement contemplated
   by this Article 2, the Company shall:

             2.2.1     prepare and file with the Commission a Shelf
        Registration Statement with respect to such securities, which Shelf
        Registration Statement (i) shall be available for the sale of the
        Registrable Securities in accordance with the intended method or
        methods of distribution by the Investors and (ii) shall comply as to
        form in all material respects with the requirements of the applicable
        form and include all financial statements required by the Commission
        to be filed therewith;

             2.2.2     subject to Section 2.2.11 hereof, (i) prepare and file
        with the Commission such amendments to such Registration Statement as
        may be necessary to keep such Registration Statement effective for
        the applicable period; (ii) cause the Shelf Prospectus to be amended
        or supplemented as required and to be filed as required by Rule 424
        or any similar rule that may be adopted under the Securities Act;
        (iii) respond as promptly as practicable to any comments received
        from the Commission with respect to the Shelf Registration Statement
        or any amendment thereto; and (iv) comply with the provisions of the
        Securities Act with respect to the disposition of all securities
        covered by such Shelf Registration Statement during the applicable
        period in accordance with the intended method or methods of
        distribution by the Investors.  Notwithstanding anything to the
        contrary contained herein, the Company shall not be required to take
        any of the actions described in clauses (i), (ii) or (iii) in this
        Section 2.2.2 or Section 2.2.11 with respect to the Registrable
        Securities (other than by means of filing its 1934 Act reports that
        are incorporated by reference in the registration statement) to the
        extent that the Company is in possession of material non-public
        information that it deems advisable not to disclose eg., it  is
        engaged in active negotiations or planning for a material merger or
        acquisition or disposition transaction, and it delivers written
        notice to the Investors to the effect that the Investors may not make
        offers or sales under the Shelf Registration Statement for a period
        not to exceed ninety (90) days from the date of such notice (and not
        to exceed 90 days during any twelve-month period);

             2.2.3     furnish to the Investors, without charge, such numbers
        of copies of the Shelf Registration Statement, the Shelf Prospectus
        and such other documents, as the Investors may reasonably request in
        order to facilitate the sale or other disposition of the Registrable
        Securities owned by the Investors; the Company consents to the use of
        the most recent Shelf Prospectus and any amendment or supplement
        thereto by the Investors of Registrable Securities in connection with
        the offering and sale of the Registrable Securities covered by the
        Shelf Prospectus or amendment or supplement thereto;

             2.2.4     otherwise use its reasonable efforts to comply with
        all applicable rules and regulations of the Commission, and make
        available to its security holders, as soon as reasonably practicable,
        an earning statement covering the period of at least twelve months,
        beginning with the first fiscal quarter beginning after the effective
        date of the Shelf Registration Statement, which earning statement
        shall satisfy the provisions of Section 11(a) of the Securities Act;

             2.2.5     use its reasonable efforts to list such securities on
        any securities exchange on which any Shares are then listed, if the
        listing of such securities is then permitted under the rules of such
        exchange;

             2.2.6     if the Investors intend to dispose of their securities
        through an underwritten public offering, enter into and perform its
        obligations under an underwriting agreement, in usual and customary
        form, with the managing underwriter or underwriters of such
        underwritten offering provided that such underwriter(s) are
        reasonably acceptable to the Company, including, without limitation,
        obtaining an opinion of counsel to the Company and a "comfort letter"
        from the independent public accountants to the Company in the usual
        and customary form for such underwritten offering; 

             2.2.7     notify the Investors promptly and, if requested by the
        Investors, confirm in writing, (i) when the Shelf Registration
        Statement and any post-effective amendments thereto have become
        effective, (ii) when any amendment or supplement to the Shelf
        Prospectus has been filed with the Commission, (iii) of the issuance
        by the Commission or any state securities authority of any stop order
        suspending the effectiveness of the Shelf Registration Statement or
        any part thereof or the initiation of any proceedings for that
        purpose, (iv) if the Company receives any notification with respect
        to the suspension of the qualification of the Registrable Securities
        for offer or sale in any jurisdiction or the initiation of any
        proceeding for such purpose, and (v) at any time when a Shelf
        Prospectus is required to be delivered under the Securities Act, of
        the happening of any event of which it has knowledge as a result of
        which the Shelf Registration Statement or the Shelf Prospectus, as
        then in effect, contains an untrue statement of a material fact or
        omits to state a material fact required to be stated therein or
        necessary to make the statements therein not misleading in light of
        the circumstances then existing;

             2.2.8     make every reasonable effort to obtain the withdrawal
        of any order suspending the effectiveness of the Shelf Registration
        Statement or any part thereof as promptly as possible;

             2.2.9     furnish to the Investors after they have delivered a
        Shelf Registration Notice to the Company, without charge, at least
        one conformed copy of the Shelf Registration Statement and any post-
        effective amendment thereto (without documents incorporated therein
        by reference or exhibits thereto, unless requested);

             2.2.10    cooperate with the Investors to facilitate the timely
        preparation and delivery of certificates representing Registrable
        Securities to be sold and not bearing any Securities Act legend; and
        enable certificates for such Registrable Securities to be issued for
        such numbers of shares as the Investors may reasonably request at
        least two business days prior to any sale of Registrable Securities;

             2.2.11    subject to the last three sentences of Section 2.2.2
        hereof, upon the occurrence of any event contemplated by clause (x)
        of Section 2.2.2 or clause (v) of Section 2.2.7 hereof, use its
        reasonable efforts promptly to prepare and file an amendment or a
        supplement to the Shelf Prospectus or any document incorporated
        therein by reference or prepare, file and obtain effectiveness of a
        post-effective amendment to the Shelf Registration Statement, or file
        any other required document, in any such case to the extent necessary
        so that, as thereafter delivered to the purchasers of the Registrable
        Securities, such Shelf Prospectus as then amended or supplemented
        will not contain any untrue statement of a material fact or omit to
        state any material fact necessary in order to make the statements
        therein, in light of the circumstances under which they are made, not
        misleading;

             2.2.12    make available for inspection by the Investors after
        they have provided a Shelf Registration Notice to the Company and any
        counsel, accountants or other representatives retained by the
        Investors during normal business hours and upon reasonable prior
        notice all financial and other records, pertinent corporate documents
        and properties of the Company and cause the officers, directors and
        employees of the Company to supply all such records, documents or
        information reasonably requested by the Investors, counsel,
        accountants or representatives in connection with the Shelf
        Registration Statement; provided, however, that such records,
        documents or information which the Company determines in good faith
        to be confidential and notifies the Investors, counsel, accountants
        or representatives in writing that such records, documents or
        information are confidential shall not be disclosed by the Investors,
        counsel, accountants or representatives unless (i) such disclosure is
        ordered pursuant to a subpoena or other order from a court of
        competent jurisdiction, or (ii) such records, documents or
        information become generally available to the public other than
        through a breach of this Agreement; and

             2.2.13    a reasonable time prior to the filing of any Shelf
        Registration Statement or any amendment thereto, or any Shelf
        Prospectus or any amendment or supplement thereto, provide copies of
        such document (not including any documents incorporated by reference
        therein unless requested) to the Investors after they have provided a
        Shelf Registration Notice to the Company.

        2.3  Expenses.

             2.3.1     Except as set forth in Section 2.3.2, all expense
        incurred in the registration of Registrable Securities in accordance
        with this Agreement shall be paid by the Company.  The expenses shall
        include, without limitation, printing and photocopying expenses, all
        registration and filing fees under federal and state securities laws,
        expenses of complying with the securities or blue sky laws of any
        jurisdictions, fees and expenses of Company counsel, and the fees and
        expenses of the Company's independent auditors in connection with any
        comfort letter required by any underwriters.

             2.3.2     The Investors shall be responsible for underwriting
        and brokerage discounts and commissions, stock transfer taxes and
        fees and disbursements of any counsel for the holders of Registrable
        Securities.

        2.4  Indemnification.  In the event any Registrable Securities are
   included in a Registration Statement under this Section 2:

             2.4.1     Indemnity by Company.  Without limitation of any other
        indemnity provided to any Investor, to the extent permitted by law,
        the Company will indemnify and hold harmless each Investor and, as
        applicable, its directors, officers, employees, agents and partners
        and each Person, if any, who controls such Investor (within the
        meaning of the Securities Act), against any losses, claims, damages,
        liabilities and expenses (joint or several) to which they may become
        subject under the Securities Act or other federal or state law,
        insofar as such losses, claims, damages, liabilities and expenses (or
        actions in respect thereof) arise out of or are based upon any of the
        following statements, omissions or violations (collectively a
        "Violation"):  (i) any untrue statement or alleged untrue statement
        of a material fact contained in any registration statement (including
        any preliminary prospectus or final prospectus contained therein or
        any amendments or supplements thereto), (ii) the 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, (iii) any
        violation or alleged violation by the Company of the Securities Act,
        any state securities law or any rule or regulation promulgated under
        the Securities Act or any state securities law, (iv) any and all
        loss, liability, claim, damage and expense whatsoever, as reasonably
        incurred, to the extent of the aggregate amount paid in settlement of
        any litigation, or investigation or proceeding by any governmental
        agency or body, commenced or threatened, or of any claim whatsoever
        based upon any such untrue statement or alleged untrue statement or
        any omission or alleged omission, if such settlement is effected with
        the written consent of the Company, or (v) subject to the limitations
        set forth in Section 2.4.3, any and all reasonable expense
        whatsoever, as incurred (including reasonable fees and disbursements
        of counsel), in investigating, preparing or defending against any
        litigation, or investigation or proceeding by any governmental agency
        or body, commenced or threatened, in each case whether or not a
        party, or any claim whatsoever based upon any such untrue statement
        or alleged untrue statement or omission or alleged omission, to the
        extent that any such expense is not paid under subparagraphs (i)
        through (v) above, and the Company will reimburse such Investor and
        its directors, officers, employees, agents and partners, and any
        controlling person thereof, for any reasonable legal or other
        expenses incurred by them in connection with investigating or
        defending any such loss, claim, damage, liability, expense or action;
        provided, however, that the Company shall not be liable in any such
        case for any such loss, claim, damage, liability, expense or action
        to the extent that it arises out of or is based upon a Violation that
        occurs in reliance upon and in conformity with written information
        furnished expressly for use in connection with such registration by
        any such Investor or controlling person thereof, and provided,
        further, that the Company shall not be liable to the extent that any
        such loss, claim, damage, liability, expense or action arises out of
        such person's failure to send or give a copy of the final prospectus
        or supplement to the persons asserting an untrue statement or alleged
        untrue statement or omission or alleged omission at or prior to the
        written confirmation of the sale of Registrable Securities to such
        person if such statement or omission was corrected in such final
        prospectus or supplement.  In connection with an underwritten
        offering, the Company will indemnify such underwriters and their
        directors, officers and each Person, if any, who controls such
        underwriters (within the meaning of the Securities Act) to the same
        extent as indemnification is provided to the Investors.

             2.4.2     Indemnity by Investors.  In connection with any
        registration statement in which an Investor is participating, each
        such Investor will furnish to the Company in writing such information
        and affidavits as the Company reasonably requests for use in
        connection with any such registration statement or prospectus and, to
        the extent permitted by law, will indemnify the Company, its
        trustees, officers, employees and agents and each Person who controls
        the Company (within the meaning of the Securities Act) against any
        losses, claims, damages, liabilities and expenses resulting from any
        Violation which occurs solely in reliance upon and in conformity with
        any information or affidavit so furnished in writing by such Investor
        expressly for use in connection with such registration; provided,
        that the obligation to indemnify will be several and not joint and
        several with any other Person and will be limited to the net amount
        received by such Investor from the sale of Registrable Securities
        pursuant to such registration statement.

             2.4.3     Notice; Right to Defend.  Promptly after receipt by an
        indemnified party under this Section 2.4 of notice of the
        commencement of any action (including any governmental action), such
        indemnified party will, if a claim in respect thereof is to be made
        against any indemnifying party under this Section 2.4, deliver to the
        indemnifying party a written notice of the commencement thereof and
        the indemnifying party shall have the right to participate in, and,
        if the indemnifying party agrees in writing that it will be
        responsible for any costs, expenses, judgments, damages and losses
        incurred by the indemnified party with respect to such claim, jointly
        with any other indemnifying party similarly noticed, to assume the
        defense thereof with counsel mutually satisfactory to the parties;
        provided, however, that an indemnified party shall have the right to
        retain its own counsel, with reasonable fees and expenses to be paid
        by the indemnifying party, if the indemnified party reasonably
        believes that representation of such indemnified party by the counsel
        retained by the indemnifying party would be inappropriate due to
        actual or potential differing interests between such indemnified
        party and any other party represented by such counsel in such
        proceeding.  The failure to deliver written notice to the
        indemnifying party within a reasonable time of the commencement of
        any such action shall relieve such indemnifying party of any
        liability to the indemnified party under this Section 2.4 only if and
        to the extent that such failure is prejudicial to its ability to
        defend such action, and the omission so to deliver written notice to
        the indemnifying party will not relieve it of any liability that it
        may have to any indemnified party other than under this Section 2.4. 
        If the indemnifying party does not assume the defense of any such
        action or proceeding, after having received the notice referred to in
        the first sentence of this paragraph, the indemnifying party will pay
        the reasonable fees and expenses of counsel (which shall be limited
        to a single law firm) for the indemnified party.  In such event,
        however, the indemnifying party will be liable for any settlement
        effected without the written consent of such indemnifying party.  If
        the indemnifying party assumes the defense of any such action or
        proceeding in accordance with this paragraph, such indemnifying party
        shall not be liable for any fees and expenses of counsel for the
        indemnified party incurred thereafter in connection with such action
        or proceeding, except as set forth in the proviso in the first
        sentence of this Section 2.4.3.

             2.4.4     Contribution.  If the indemnification provided for in
        this Section 2.4 is held by a court of competent jurisdiction to be
        unavailable to an indemnified party with respect to any loss,
        liability, claim, damage or expense referred to therein, then the
        indemnifying party, in lieu of indemnifying such indemnified party
        thereunder, shall contribute to the amount paid or payable by such
        indemnified party as a result of such loss, liability, claim, damage
        or expense in such proportion as is appropriate to reflect the
        relative fault of the indemnifying party on the one hand and of the
        indemnified party on the other hand in connection with the statements
        or omissions which resulted in such loss, liability, claim, damage or
        expense as well as any other relevant equitable considerations.  The
        relevant fault of the indemnifying party and the indemnified party
        shall be determined by reference to, among other things, whether the
        untrue or alleged untrue statement of a material fact or the omission
        to state a material fact relates to information supplied by the
        indemnifying party or by the indemnified party and the parties'
        relative intent, knowledge, access to information and opportunity to
        correct or prevent such statement or omission.  Notwithstanding the
        foregoing, the amount any Investor shall be obligated to contribute
        pursuant to this Section 2.4.4 shall be limited to an amount equal to
        the net proceeds to such Investor of the Registrable Securities sold
        pursuant to the registration statement which gives rise to such
        obligation to contribute (less the aggregate amount of any damages
        which the Investor has otherwise been required to pay in respect of
        such loss, claim, damage, liability or action or any substantially
        similar loss, claim, damage, liability or action arising from the
        sale of such Registrable Securities).  Notwithstanding the foregoing,
        no person guilty of fraudulent misrepresentation (within the meaning
        of Section 11(f) of the Securities Act) shall be entitled to
        contribution from any person who was not guilty of such fraudulent
        misrepresentation.  For purposes of this Section 2.4.4. each person,
        if any, who controls any Investor within the meaning of Section 15 of
        the Securities Act and partners, directors and officers of any
        Investor, as applicable, shall have the same rights to contribution
        as that Investor, and each director of the Company, each officer of
        the Company who signed the Shelf Registration Statement, and each
        person, if any, who controls the Company within the meaning of
        Section 15 of the Securities Act shall have the same rights to
        contribution as the Company.

             2.4.5     Survival of Indemnity.  The indemnification provided
        by this Section 2.4 shall be a continuing right to indemnification
        and shall survive the registration and sale of any securities by any
        Person entitled to indemnification hereunder and the expiration or
        termination of this Agreement.

        2.5  Rule 144.  In order to permit the Investors to sell the
   Registrable Securities they hold, if they so desire, from time to time
   pursuant to Rule 144 under the Securities Act, or any successor to such
   rule, the Company shall use reasonable efforts to (i) make available
   adequate current public information and (ii) file with the Commission in a
   timely manner all reports and other documents required of the Company
   under the Exchange Act.  In connection with any sale, transfer or other
   disposition by any Investor of Registrable Securities pursuant to Rule 144
   under the Securities Act, the Company shall cooperate with such Investor
   to facilitate the timely preparation and delivery of certificates
   representing Registrable Securities to be sold and not bearing any
   Securities Act legend, and enable certificates for such Registrable
   Securities to be sold for such number of shares and registered in such
   names as the selling Investors may reasonably request at least two
   business days prior to any sale of Registrable Securities, provided that
   such Investors provide counsel to the Company with seller's and broker's
   representation letters customary for Rule 144 sales.

        2.6  Limitations.  

             2.6.1     The Investors shall not, without prior written consent
   of the Company, effect any public sale or distribution of securities of
   the Company during any period commencing upon written notice of (but in no
   event sooner than 15 days prior to) the proposed filing date of a
   preliminary prospectus supplement for a shelf registration for an
   underwritten offering and ending 60 days following the date of filing of
   the final prospectus supplement (or 75 days following the date of filing
   of the preliminary prospectus, if sooner) filed by the Company for the
   benefit of Security Capital Holdings, S.A., its assigns or pledgees
   (collectively, "Security Capital"), provided, however, that the Investors'
   obligations under this Section 2.6.1 shall be limited to two occasions and
   provided, further, that such obligation shall apply only to the extent
   that the Company is prohibited from selling its securities during such
   period pursuant to Section 2(c) of its Registration Rights Agreement dated
   as of July 10, 1996, a copy of which is attached as Exhibit 2.6.1.  

             2.6.2     As a condition to the inclusion of such Investor's
   Registrable Securities in a registration statement hereunder, each
   Investor agrees to provide written notice to the Company within ten days
   after the end of any calendar quarter in which the Investor has made any
   transfers of Registrable Securities, stating the number transferred during
   such quarter and the date and type (e.g., open market sale) of each
   transfer.  

        3.   MISCELLANEOUS.

        3.1  Notices.

             3.1.1     All communications under this Agreement shall be in
        writing and shall be delivered by telefax (with appropriate request
        for assurance of receipt, and a confirmation copy sent concurrently
        by mail), reputable overnight courier or shall be mailed by
        registered or certified mail, postage prepaid,

                  (a)  if to the Company, at:

                       Regency Realty Corporation
                       121 W. Forsyth Street, Suite 200
                       Jacksonville, Florida  32202
                       Attention:  Mr. Martin E. Stein, Jr.

             or at such other address as it may have furnished in writing to
             the holders of Registrable Securities at the time outstanding,
             or

                  (b)  if to any Person who is the registered holder of
             Registrable Securities, to the address of such Investor as it
             appears in the stock ledger of the Company or in the records of
             the Partnership.

             3.1.2     Any notice so addressed shall be deemed given when
        received.

        3.2       Notices of Sale.  Investors shall, promptly upon the
   Company's written request from time to time advise the Company of the
   number of Registrable Securities they continue to hold.

        3.3  Successors and Assigns.  Except as otherwise expressly provided
   herein, this Agreement shall inure to the benefit of and be binding upon
   the successors and assigns of the Company and each of the Investors. 
   Without the prior written consent of the Company, the rights of the
   Investors may not be transferred other than to a Permitted Transferee.

        3.4  Amendment and Waiver.  This Agreement may be amended, and the
   observance of any term of this Agreement may be waived, but only with the
   written consent of the Company and the Investors holding a majority of the
   Registrable Securities; provided, however, that no such amendment or
   waiver shall take away any registration right of any Investor or reduce
   the amount of reimbursable costs to any Investor in connection with any
   registration hereunder without the consent of such Investor; further
   provided, however, that without the consent of any other Investor, any
   Investor may from time to time enter into one or more agreements amending,
   modifying or waiving the provisions of this Agreement if such action does
   not adversely affect the rights or interest of any other Investor.  No
   delay on the part of any party in the exercise of any right, power or
   remedy shall operate as a waiver thereof, nor shall any single or partial
   exercise by any party of any right, power or remedy preclude other or
   further exercise thereof, or the exercise of any other right, power or
   remedy.

        3.5  Counterparts.  One or more counterparts of this Agreement may be
   signed by the parties, each of which shall be an original but all of which
   together shall constitute one and the same instrument.

        3.6  Governing Law.  This Agreement shall be construed in accordance
   with and governed by the internal laws of the State of Florida, which
   shall prevail in all matters arising under or in connection with this
   Agreement.

        3.7  Invalidity of Provisions.  If any provision of this Agreement is
   or becomes invalid, illegal or unenforceable in any respect, the validity,
   legality and enforceability of the remaining provisions contained herein
   shall not be affected thereby.

        3.8  Headings.  The headings in this Agreement are for convenience of
   reference only and shall not be deemed to alter or affect the meaning or
   interpretation of any provisions hereof.

        3.9  Time of the Essence.  Time is of the essence to this Agreement.

        IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
   the date and year first above written.


   COMPANY:

   REGENCY REALTY CORPORATION


   By:  /s/ Bruce M. Johnson
        Bruce M. Johnson, Managing Director


   
   Third Party Management Assets



                                 MIDLAND DEVELOPMENT GROUP, INC.,
                                 a Missouri Corporation


                                 By:  /s/ Lee S. Wielansky
                                     Lee S. Wielansky, President


   
   OTR Eastern Properties
     Bent Tree Plaza (North Carolina)
     Westchester Plaza (Ohio)
     Hamilton Meadows (Ohio)
     Brookville Plaza (Virginia)
     Lakeshore (Michigan)
     Evans Crossing (Georgia)
     Statler Square (Virginia)
     Kernersville Marketplace (North Carolina)
     Maynard Crossing (North Carolina)
     Shoppes at Mason (Ohio)
     Lake Pine Plaza (North Carolina)


                                 OTR/MIDLAND REALTY HOLDINGS, LTD.,
                                 an Ohio Limited Liability Company

                                 By:  Midland Realty Holdings L.L.C.,
                                      a Missouri Limited Liability Company,
                                      Managing Member


                                      By:  /s/ Lee S. Wielansky
                                           Lee S. Wielansky, Managing Member


   
   Beckett Commons Shopping Center
   No. 1712




                                 BECKETT PARTNERS LIMITED PARTNER-
                                 SHIP, an Ohio Limited Partnership

                                 By:  Midland-Beckett Limited Partnership,
                                      a Missouri Limited Partnership, General
                                      Partner

                                      By:  Beckett Equities, Inc., a Missouri
                                           Corporation, General Partner


                                           By:  /s/ Lee S. Wielansky
                                                Lee S. Wielansky, President




   
   East Pointe Shopping Center
   No. 1709




                                 REYNOLDSBURG PARTNERS,
                                 an Ohio General Partnership


                                 By:  Midland Reynoldsburg Development
                                      Company Limited Partnership, a
                                      Missouri Limited Partnership, Managing
                                      General Partner

                                      By:  Reynoldsburg Equities, Inc., a
                                           Missouri Corporation, General
                                           Partner


                                           By:  /s/ Lee S. Wielansky
                                                Lee S. Wielansky
                                                Managing Member


   
   Franklin Square
   No. 1705



                                 MIDLAND FRANKFORT DEVELOPMENT CO.
                                 L.L.C., a Kentucky Limited Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


                                 By:  /s/ Ned M. Brickman
                                      Ned M. Brickman, Manager


                                 By:  /s/ Stephen M. Notestine
                                      Stephen M. Notestine, Manager


   
   Maxtown Road Shopping Center
   No. 1710




                                 MAXTOWN PARTNERS, LTD.,
                                 an Ohio Limited Liability Company

                                 By:  Maxtown Development Company L.L.C.,
                                      a Missouri Limited Liability Company,
                                      Voting Member


                                      By:  /s/ Lee S. Wielansky
                                           Lee S. Wielansky, Managing Member


                                      By:  /s/ Ned M. Brickman
                                           Ned M. Brickman, Managing Member


   
   St. Ann Square
   No. 1706



                                 K & M DEVELOPMENT COMPANY,
                                 a Missouri General Partnership


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Managing Partner


   
   Worthington Park Centre
   No. 1711




                                 WORTHINGTON DEVELOPMENT COMPANY,
                                 an Ohio General Partnership


                                 By:  /s/ Ned M. Brickman
                                      Ned M. Brickman, Managing General
                                        Partner


   
   Acquisition Contracts


                                 MIDLAND ACQUISITIONS, INC.



                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, President


   
   Acquisition Contracts


                                 MIDLAND RALEIGH ACQUISITIONS, LLC,
                                 a North Carolina Limited Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Acquisition Contracts


                                 MIDLAND DALLAS ACQUISITIONS, INC.


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, President



   
   Acquisition Contracts



                                 MIDLAND MICHIGAN ACQUISITIONS, INC.


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, President


   
   Monument




                                 MIDLAND MONUMENT DEVELOPMENT
                                 COMPANY, a Colorado Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Cheyenne, WY




                                 MIDLAND CHEYENNE, WY DEVELOPMENT
                                 COMPANY, a Wyoming Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Charlottesville




                                 MIDLAND CHARLOTTESVILLE DEVELOP-
                                 MENT COMPANY, a Virginia Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Waterford




                                 MIDLAND WATERFORD DEVELOPMENT
                                 COMPANY, a Michigan Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager



   
   Parker/Stroh




                                 MIDLAND PARKER DEVELOPMENT
                                 LLC, a Colorado Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Creekside
   Village Center
   Garner
   Windmiller




                                 MIDLAND REALTY HOLDINGS, L.L.C.,
                                 a Missouri Limited Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Managing Member


   
                                    EXHIBIT 1

                              PERMITTED TRANSFEREES

                                  EXHIBIT 2.6.1


                                                               EXHIBIT 10(c)

                    AMENDED AND RESTATED REDEMPTION AGREEMENT
                                    (Midland)


        THIS AMENDED AND RESTATED REDEMPTION AGREEMENT (the "Agreement"),
   executed as of the 5th day of March 1998, is made effective as of the 12th
   day of January, 1998, among REGENCY CENTERS, L.P., a Delaware limited
   partnership (the "Partnership"), REGENCY REALTY CORPORATION, a Florida
   corporation and the general partner of the Partnership ("Regency" or the
   "General Partner"), the persons listed on the signature pages hereto, and
   their permitted transferees.

                                   Background

        Pursuant to the terms of the Contribution Agreement (as defined
   below), certain properties and assets will be contributed to the
   Partnership in exchange for units of limited partnership interest in the
   Partnership (the "Units").  Regency has agreed, pursuant to the
   Contribution Agreement, that the Units issued to the Limited Partners will
   be redeemable for Common Stock of Regency.  

        The parties wish to amend and restate the Redemption Agreement that
   was signed on January 12, 1998 in order to (i) add additional Contributors
   (as defined herein) and (ii) to amend the notice provisions hereof to
   provide for notice under certain circumstances to the Limited Partners of
   a sale event that will trigger income tax liability.

        Accordingly, the parties agree as follows:

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

             Additional Units has the meaning given to such term in the
   Contribution Agreement.

             Affiliate means any person controlling, controlled by or under
   common control with the person in question.

             Business Day has the meaning given to that term in the
   Partnership Agreement.

             Cash Amount means an amount of cash arrived at by multiplying
   (i) the number of Units that are the subject of a Notice of Redemption
   times (ii) the Unit Adjustment Factor times (iii) the Value on the
   Valuation Date of a Share.

             Common Stock means the voting common stock, $0.01 par value, of
   Regency.

             Contribution Agreement means the Contribution Agreement of even
   date herewith to which Regency, Midland Development Group, Inc. and others
   are parties, as it may be amended from time to time.

             First Closing has the meaning given to such term in the
   Contribution Agreement.

             First Closing Cash Amount means an amount in cash for each Unit
   being redeemed equal to (i) $26.5813 times (ii) the Unit Adjustment
   Factor.

             First Closing Redemption means a redemption, effective at the
   First Closing, involving the redemption of Units issued at the First
   Closing immediately following such issuance, in exchange for the First
   Closing Cash Amount.

             Limited Partners means (i) the Contributors (as defined in the
   Contribution Agreement and also including the entities shown on the
   signature pages hereto as Intervening Contributors), and (ii) the Unit
   Recipients (as defined in the Contribution Agreement) to whom the
   Contributors will distribute Units, whose names are set forth on Schedule
   A to this Agreement, and their Permitted Transferees.  A Limited Partner
   shall cease to be a party to this Agreement if it no longer holds any
   Units and has no right to receive Additional Units.

             Mandatory Subsequent Closing Redemption means a mandatory
   redemption pursuant to Section 2.3 of Additional Units issued to a Limited
   Partner who has exercised a First Closing Redemption. 

             Notice of Redemption means the Notice of Redemption and Investor
   Questionnaire substantially in the form of Exhibit A to this Agreement, as
   it may be amended from time to time by the General Partner effective upon
   written notice to the Limited Partners.

             Partnership means Regency Centers, L.P., a Delaware limited
   partnership.

             Partnership Agreement means the Agreement of Limited Partnership
   of the Partnership, as it may be amended from time to time.

             Permitted Transferees means as to a Limited Partner (i) any
   Affiliate of the Limited Partner, (ii) in the case of a Limited Partner
   who is a natural person, such natural person's spouse, parents,
   descendants, nephews, nieces, brothers and sisters, and one or more trusts
   for the benefit of any of the foregoing, (iii) in the case of a Limited
   Partner that is a trust, any beneficiary of the trust, or if the Limited
   Partner is another form of entity, the direct or indirect equity owners of
   the Limited Partner, and (iv) in the case of Units that are not Pledged
   Units, a lender to which such Units are pledged to secure a bona fide
   obligation of the Limited Partner and any transferee who takes title in
   accordance with the rights of such lender under the instruments evidencing
   such obligation.

             Pledged Units has the meaning set forth in Section 2.6.

             Redeeming Partner means a Limited Partner who duly exercises a
   Redemption Right pursuant to this Agreement.

             Redemption Amount means the Share Amount or, as determined by
   the General Partner in its sole and absolute discretion, the Cash Amount. 

             Redemption Right has the meaning set forth in Section 2.1
   hereof.

             Regency means Regency Realty Corporation, a Florida corporation,
   together with any successor.

             Securities Act means the Securities Act of 1933, as amended.  

             Share Amount means a number of Shares arrived at by multiplying
   (i) the number of Units that are the subject of a Notice of Redemption
   times (ii) the Unit Adjustment Factor.

             Shares means (i) the Common Stock of Regency, and (ii) any
   securities issuable with respect to Shares as a result of the application
   of Section 4.

             Specified Redemption Date means the later of (i) the close of
   business, Eastern Time, on the date specified by the Redeeming Partner in
   such Partner's Notice of Redemption, or (ii) the close of business,
   Eastern Time, on the first Business Day after the date in clause (i) if
   such date is not a Business Day, or (iii) the close of business, Eastern

   Time, on the tenth Business Day after receipt by the General Partner of a
   Notice of Redemption.  

             Subsequent Closing has the meaning given to such term in the
   Contribution Agreement.

             Unit means a Class 2 unit of interest in the Partnership
   acquired by a Limited Partner pursuant to the Contribution Agreement, and
   includes any Additional Unit.

             Unit Adjustment Factor means initially 1.0; provided that, in
   order to prevent dilution or enlargement of distribution rights, in the
   event that Regency (i) declares or pays a dividend on its outstanding
   Common Stock in Common Stock or makes a distribution to all holders of its
   outstanding Common Stock in Common Stock, (ii) subdivides its outstanding
   Common Stock, or (iii) combines its outstanding Common Stock into a
   smaller number of shares, the Unit Adjustment Factor shall be adjusted by
   multiplying the Unit Adjustment Factor by a fraction, the numerator of
   which shall be the number of Shares issued and outstanding on the record
   date (assuming for such purposes that such dividend, distribution,
   subdivision or combination has occurred as of such time), and the
   denominator of which shall be the actual number of Shares (determined
   without the above assumption) issued and outstanding on the record date
   for such dividend, distribution, subdivision or combination.  Any
   adjustment to the Unit Adjustment Factor shall become effective
   immediately after the effective date of such event retroactive to the
   record date, if any, for such event.

             Value means, with respect to a Share, the average of the daily
   market price of the Common Stock for the ten (10) consecutive trading days
   immediately preceding the Valuation Date.  The market price for each such
   trading day shall be: (i) if the Common Stock is listed or admitted to
   trading on any securities exchange or the Nasdaq National Market, the
   closing price, regular way, on such day, or if no such sale takes place on
   such day, the average of the closing bid and asked prices on such day,
   (ii) if the Common Stock is not listed or admitted to trading on any
   securities exchange or the Nasdaq National Market, the last reported sale
   price on such day or, if no sale takes place on such day, the average of
   the closing bid and asked prices on such day, as reported by a reliable
   quotation source designated by Regency, or (iii) if the Common Stock is
   not listed or admitted to trading on any securities exchange or the Nasdaq
   National Market and no such last reported sale price or closing bid and
   asked prices are available, the average of the reported high bid and low
   asked prices on such day, as reported by a reliable quotation source
   designated by Regency, or if there shall be no bid and asked prices on
   such day, the average of the high bid and low asked prices, as so
   reported, on the most recent day (not more than 10 days prior to the date
   in question) for which prices have been so reported; provided, that if
   there are no bid and asked prices reported during the 10 days prior to the
   date in question, the Value of the Common Stock shall be determined by
   Regency's board of directors acting in good faith on the basis of such
   quotations and other information as it considers, in its reasonable
   judgment, appropriate.

             Valuation Date means, except as provided in Section 2.3 with
   respect to a Mandatory Subsequent Closing Redemption, the date of receipt
   by the General Partner of a Notice of Redemption or, if such date is not a
   Business Day, the first Business Day thereafter.

             Windfall Distribution Amount has the meaning given to such term
   in the Contribution Agreement.

        2.   Redemption of Units.

             2.1. Exercise; Subordination to Original Limited Partners. 
        Subject to the provisions of this Agreement and to the redemption
        rights set forth in the Partnership Agreement of the Original Limited
        Partners (including the holders of Class A Units) (as those terms are
        defined in the Partnership Agreement), each Limited Partner shall
        have the right (the "Redemption Right") to require the Partnership to
        redeem any Unit held by such Limited Partner (the "Redeeming
        Partner").  A Redeeming Partner may not exercise the Redemption Right
        for less than 1,000 Units or, if such Redeeming Partner holds less
        than 1,000 Units, all of the Units held by such Redeeming Partner. 
        If on any Specified Redemption Date it is impossible to satisfy the
        Redemption Rights of Limited Partners exercising Redemption Rights
        pursuant to this Agreement and the rights of the Original Limited
        Partners exercising redemption rights pursuant to the Partnership
        Agreement (e.g., because payment of the Cash Amount would violate
        applicable law and payment of the Share Amount would violate the REIT
        transfer restrictions in the Company's Articles of Incorporation), in
        such event the Original Limited Partnership or Class A Units
        submitted for redemption by the Original Limited Partners shall be
        redeemed first, before the Units submitted for redemption by the
        Limited Partners shall be redeemed.  Regency covenants that it will
        not amend its Articles of Incorporation in a manner that would
        adversely affect the Redemption Rights of the Limited Partners except
        where the amendment is for the purpose of preserving the Company's
        status as a REIT or a domestically controlled REIT.

                  2.1.1.    First Closing Redemption.  A Limited Partner who
        has elected to exercise the Redemption Right at the First Closing, by
        so electing at least seven (7) Business Days prior to the First
        Closing on election forms distributed by Midland Development Group,
        Inc., its Affiliates and Regency, shall be entitled to receive at the
        First Closing the First Closing Cash Amount for each Unit as to which
        such Redeeming Partner has elected to make a First Closing
        Redemption, plus the applicable portion of any Windfall Distribution
        Amount as provided in Section 2.2.3.  A Limited Partner who fails to
        submit such election forms or who fails to affirmatively specify on
        such election forms that he does not wish to exercise the Redemption
        Right as to all or any portion of his Units at the First Closing
        shall be deemed to have exercised the Redemption Right at the First
        Closing with respect to all his Units.  In addition, even though a
        Limited Partner has affirmatively elected not to exercise the
        Redemption Right at the First Closing, in the event that the closing
        price of the Common Stock on the New York Stock Exchange is less than
        $24 per Share on the Business Day immediately preceding the date of
        the First Closing, each such Limited Partner shall have the right, by
        telecopied written notice delivered to the General Partner (the
        receipt of which shall be confirmed by telephone) on the date of the
        First Closing, to elect to immediately redeem all or any Units issued
        to such Limited Partner at the First Closing for the First Closing
        Cash Amount, plus the applicable portion of any Windfall Distribution
        Amount as provided in Section 2.2.3, which shall be payable no later
        than seven (7) Business Days after the First Closing.  The
        Contribution Agreement contemplates that Units will be issued at the
        First Closing directly to the Unit Recipients (as defined in the
        Contribution Agreement) listed on Schedule A, rather than to the
        Contributors (as defined in the Contribution Agreement) who are
        parties hereto for distribution in turn to the Unit Recipients. 
        Accordingly, it is contemplated that such Unit Recipients, rather
        than the Contributors, will have the right to make the elections set
        forth in this section, and all references herein to the Limited
        Partners means the Unit Recipients rather than the Contributors.

                  2.1.2.    Other Redemptions.  A Redemption Right other than
        pursuant to a First Closing Redemption shall be exercised pursuant to
        a Notice of Redemption delivered to the General Partner by the
        Redeeming Partner.  Such redemption shall occur on the Specified
        Redemption Date.  A Redeeming Partner may exercise a Redemption Right
        any time and any number of times. 

             2.2. Payment.  

                  2.2.1.    First Closing Redemption.  If a Limited Partner
        has duly elected (or been deemed to have elected) to make a First
        Closing Redemption with respect to all or any portion of the Units
        issuable to the Limited Partner at the First Closing, Regency, and
        not the Partnership, shall be required to pay the First Closing Cash
        Amount at the First Closing for each Unit that is the subject of such
        First Closing Redemption, plus the applicable portion of any Windfall
        Distribution Amount as provided in Section 2.2.3 (or on the date
        specified in Section 2.1.1 in the event of a First Closing Redemption
        duly made on the date of the First Closing by reason of the closing
        price of the Common Stock being less than $24 per Share on the
        preceding Business Day).  Regency, and not the Partnership, shall be
        required to pay such redemption price.

                  2.2.2.    Other Redemptions.  Except with respect to a
        First Closing Redemption or a Mandatory Subsequent Closing Redemption
        and except as provided in Section 2.4, the General Partner shall have
        the right to elect to fund the Redemption Amount through the issuance
        of (i) the Share Amount or (ii) the Cash Amount.

                  2.2.3.    Additional Redemption Price.  Anything in this
        Agreement to the contrary notwithstanding, in the event that (i) a
        Specified Redemption Date occurs prior to the first Partnership
        Record Date (as defined in the Partnership Agreement) to occur after
        the Units being redeemed were issued, (ii) such Units were not issued
        on the day immediately following a Partnership Record Date (as
        defined in the Partnership Agreement), and (iii) such Units are being
        redeemed for the First Closing Cash Amount or the Cash Amount, the
        redemption price payable for the Units being redeemed shall be
        increased by that portion of the Windfall Distribution Amount
        allocable to the Units being redeemed.

             2.3. Mandatory Subsequent Closing Redemption.  Certain Limited
        Partners have the right to receive certain Additional Units pursuant
        to the provisions of the Contribution Agreement.  If a Redeeming
        Partner entitled to Additional Units exercises a Redemption Right on
        one or more occasions with respect to Units issued at the First
        Closing or is deemed to exercise a Redemption Right as to all the
        Units issued to such Limited Partner at the First Closing ("Initial
        Redeemed Units") and before Additional Units are issued, then such
        Redeeming Partner shall be deemed to have exercised a Mandatory
        Subsequent Closing Redemption with respect to the corresponding
        percentage of Additional Units thereafter issuable with respect to
        such Initial Redeemed Units, based on the number of Initial Redeemed
        Units redeemed as a percentage of the total number of Units issued to
        the Redeeming Partner at the First Closing.  Additionally, to the
        extent that subsequent to the First Closing a Limited Partner ceases
        to be a Limited Partner by reason of having redeemed all his or her
        Units, such person shall be deemed to have exercised a Mandatory
        Subsequent Closing Redemption with respect to all the Additional
        Units thereafter issuable to such person.  To the extent that (i) the
        Initial Redeemed Units were redeemed for the First Closing Cash
        Amount, with respect to the corresponding percentage of the
        Additional Units required to be redeemed hereunder, and (ii) to the
        extent that subsequent to the First Closing a Limited Partner ceases
        to be a Limited Partner by reason of having redeem all his or her
        Units, with respect to all the Additional Units issuable to the
        former Limited Partner,Regency, and not the General Partner, shall be
        required to pay the Redemption Amount in the form of the Cash Amount,
        plus the applicable portion of any Windfall Distribution Amount as
        provided in Section 2.2.3.  Regency, and not the General Partner,
        shall be required to pay such redemption price. For purposes of
        computing such Cash Amount, the Value shall be the value required by
        the Contribution Agreement to be used in calculating the number of
        Additional Units to be issued at the Subsequent Closing.  For
        example, if Additional Units are issued at a Subsequent Closing based
        on a valuation of $26.5813 per Unit, $26.5813 shall be deemed to be
        the Value for computing such Cash Amount rather than the Value as of
        the date of the Subsequent Closing.

             2.4. Redemption of Units Issued in Respect of Hamilton and St.
        Ann, the Midland Group Earn-Out and Evans Crossing Land Earn-Out. 
        Anything in this Agreement to the contrary notwithstanding (including
        but not limited to Sections 4 and 5), Regency shall have the right to
        require that (i) any Units issued to persons holding interests in the
        Hamilton Meadows and St. Ann Escrows (as defined in the Contribution
        Agreement), and (ii) any Additional Units issued with respect to the
        Midland Group Earn-Out or the Evans Crossing Land Earn-Out (as those
        terms are defined in the Contribution Agreement) be redeemed at the
        Closing at which such Units are issued, at a redemption price equal
        to the First Closing Cash Amount, plus the applicable portion of any
        Windfall Distribution Amount as provided in Section 2.2.3.  If
        Regency does not exercise such right by delivering written notice
        thereof at least seven (7) Business Days prior to the Closing, any
        Limited Partner entitled to receive such Units shall have the right
        to require Regency to redeem all or any portion of such Units at the
        Closing at which they are issued, for the redemption price set forth
        in the foregoing sentence, by delivering written notice of such
        exercise to Regency within seven (7) Business Days prior to the date
        of the Closing.

             2.5. Conditions.  As a condition to exercising a Redemption
        Right, each Redeeming Partner shall execute a Notice of Redemption in
        the form attached as Exhibit B and execute such other documents and
        take such other actions as the General Partner may reasonably
        require, including a Foreign Investment and Real Property Tax Act
        ("FIRPTA") or similar state and/or local affidavit (or make
        appropriate arrangements for deposit with the General Partner for
        payment to the Internal Revenue Service or any state or local
        governmental authority of the amount required for the General Partner
        to comply with the withholding provisions of such federal, state and
        local laws, and if applicable, providing a withholding certificate
        evidencing the Redeeming Partner's right to a reduced rate of FIRPTA
        withholding).  As a further condition to exercising a Redemption
        Right, the Units to be redeemed shall be delivered to the Partnership
        or Regency, as the case may be, free and clear of all liens, security
        interests, deeds of trust, pledges and other encumbrances of any
        nature whatsoever (collectively the "Liens"), subject to the
        provisions of Section 6.3 of the Partnership Agreement (withholding). 
        In the event any Lien exists with respect to the Units to be
        redeemed, neither the Partnership nor Regency (if Regency assumes the
        Redemption Right pursuant to Section 3) shall have any obligation to
        redeem such Units, unless, in connection therewith, the General
        Partner has elected or is required to pay a portion of the Redemption
        Amount in cash and such cash is sufficient to discharge such Lien. 
        Each Redeeming Partner hereby expressly authorizes the General
        Partner to apply such portion of such cash as may be necessary to
        discharge such Lien in full.  

             2.6. Security Interest.  Adjustment Units (as defined in the
        Contribution Agreement) issued in a private placement at the First
        Closing are required to be pledged to Regency, and additional Units
        issued pursuant to the Contribution Agreement may be required to be
        pledged by the Midland Principals (as defined in the Contribution
        Agreement) to Regency and the Partnership pursuant to Article 13 of
        the Contribution Agreement (collectively, the "Pledged Units").  A
        Limited Partner may not exercise a Redemption Right with respect to
        Pledged Units that constitute Adjustment Units unless and until such
        Units have been released from the Liens encumbering such Units.  In
        the event a Redeeming Partner exercises a Redemption Right with
        respect to Pledged Units other than Adjustment Units, or in the event
        a Redeeming Partner has previously exercised a Redemption Right with
        respect to Units and the corresponding Additional Units to be
        redeemed are Pledged Units, then such Redeeming Partner, as a
        condition to the receipt of the Redemption Amount with respect to
        such Pledged Units, shall be required to pledge and grant to Regency
        and the Partnership a first priority security interest in any and all
        Shares and/or cash delivered in payment of the redemption price with
        respect to such Pledged Units and shall be required to consent to
        Regency holding such Shares and/or cash as "Collateral" under Article
        13 of the Contribution Agreement; provided, however, if cash is to be
        paid to the Redeeming Partner with respect to such Pledged Units,
        then such Redeeming Partner shall have the right to substitute a
        letter of credit for such cash price as provided in Section 13.7.2(f)
        of the Contribution Agreement.

             2.7. Additional Rights.  In case Regency shall issue rights,
        options or warrants to all holders of its Shares entitling them to
        subscribe for or purchase Shares or other securities convertible into
        Shares at a price per share less than the current per share market
        price as of the day before the "ex date" with respect to the issuance
        or distribution requiring such computation, each Limited Partner
        holding Redemption Rights shall be entitled to receive such number of
        such rights, options or warrants, as the case may be, as he would
        have been entitled to receive had he exercised all of his then
        existing Redemption Rights immediately prior to the record date for
        such issuance by Regency.  The term "ex date" shall mean the first
        date on which Shares trade regularly without the right to receive
        such issuance or distribution.  In case the Shares shall be changed
        into the same or a different number of shares of any class or classes
        of stock, whether by capital reorganization, reclassification, or
        otherwise (other than subdivision or combination of Shares or a stock
        dividend described in the definition of Unit Adjustment Factor), then
        and in each such event the Limited Partners holding Redemption Rights
        shall have the right thereafter to exercise their Redemption Rights
        for the kind and amount of shares and other securities and property
        that would have been received upon such reorganization,
        reclassification or other change by holders of the number of Shares
        with respect to which such Redemption Rights could have been
        exercised immediately prior to such reorganization, reclassification
        or change.

             2.8. Distributions.  A Redeeming Partner exercising a Redemption
        Right with a Specified Redemption Date after a Partnership Record
        Date on which the Redeeming Partner held the Units being redeemed and
        prior to the payment of the distribution of Available Cash relating
        to such Partnership Record Date shall retain the right to receive
        such distribution with respect to such Units redeemed on such
        Specified Redemption Date.  Except as provided in the preceding
        sentence, anything in the Partnership Agreement to the contrary
        notwithstanding, the Redeeming Partner shall have no right, with
        respect to any Unit so redeemed, to receive any distributions paid by
        the Partnership after the Specified Redemption Date.  

             2.9. Limitation on Redemption Rights of Midland Principals. 
        Anything herein to the contrary notwithstanding, the Midland
        Principals (as defined in the Contribution Agreement) may redeem
        Units at a Closing for the First Closing Amount only to the extent
        that they collectively hold at least 67% of the aggregate
        consideration they receive at such Closing (other than Units they
        receive for their interests in the Hamilton Meadows and St. Ann
        Properties and other than Units representing the Midland Group Earn-
        Out (as defined in the Contribution Agreement)) in the form of Units
        not so redeemed (the "Minimum Unit Requirement").  In the event that
        the elections of the Midland Principals to immediately redeem Units
        for the First Closing Amount do not in the aggregate satisfy the
        Minimum Unit Requirement, each Midland Principal will be deemed to
        elect to retain a pro rata number of Units based on the percentage
        allocations set forth on Schedule 2.2(c) to the Contribution
        Agreement sufficient in the aggregate to satisfy the Minimum Unit
        Requirement.

        3.   Regency's Assumption of Right.  Notwithstanding the provisions
   of Section 2, Regency may, in its sole and absolute discretion, assume
   directly and satisfy a Redemption Right by paying to the Redeeming Partner
   the applicable redemption price on the Specified Redemption Date,
   whereupon Regency shall acquire the Units offered for redemption by the
   Redeeming Partner. In the event Regency shall exercise its right to
   satisfy the Redemption Right in the manner described in the preceding
   sentence, the Partnership shall have no obligation to pay any amount to
   the Redeeming Partner with respect to such Redeeming Partner's exercise of
   the Redemption Right, and each of the Redeeming Partner, the Partnership
   and Regency shall treat the transaction between Regency and the Redeeming
   Partner as a sale of the Redeeming Partner's Units to Regency for federal
   income tax purposes.  Regency agrees that whenever the Partnership elects
   to pay the Share Amount, Regency shall guarantee the Partnership's
   obligation to pay the Share Amount.

        4.   Business Combinations.  Regency shall not engage in any merger,
   consolidation or other business combination or transaction with or into
   another person or sale of all or substantially all of its assets, or any
   reclassification, or recapitalization (other than a change in par value,
   or a change in the number of shares of Common Stock resulting from a
   subdivision or combination as described in the definition of Unit
   Adjustment Factor) ("Transaction"), unless as a result of the Transaction
   such other person (i) agrees that each Limited Partner shall thereafter
   remain entitled to exchange each Unit owned by such Limited Partner (after
   application of the Unit Adjustment Factor) for an amount of cash,
   securities, or other property equal to the greatest amount of cash,
   securities or other property paid to a holder of one Share in
   consideration of one Share which a Limited Partner would have received at
   any time during the period from and after the date on which the
   Transaction is consummated, as if the Limited Partner had exercised its
   Redemption Right immediately prior to the Transaction and received the
   Share Amount, and (ii) agrees to assume the General Partner's obligations
   under this Agreement, provided, that if, in connection with the
   Transaction, a purchase, tender or exchange offer shall have been made to
   and accepted by the holders of more than 50 percent of the outstanding
   shares of Common Stock, the holders of Units shall receive the greatest
   amount of cash, securities, or other property which a Limited Partner
   would have received had it exercised the Redemption Right and received the
   Share Amount in redemption of its Units immediately prior to the
   expiration of such purchase, tender or exchange offer.  Prior to
   consummating any such Transaction, Regency shall cause appropriate
   amendments to be made to this Agreement pursuant to Article 4 (including
   the definitions of Shares, Unit Adjustment Factor and Value) to carry out
   the intent of the parties that the rights of the Limited Partners
   hereunder shall not be prejudiced as the result of any such Transaction.

        5.   Notices From Regency.

             5.1. Sales of Assets.  The General Partner agrees that (a) so
   long as there remain outstanding fifty percent (50%) of the total number
   of Units (i) which were issued at Closings theretofore held pursuant to
   the Contribution Agreement and (ii) which were not redeemed pursuant to a
   First Closing Redemption or a Mandatory Subsequent Closing Redemption
   (such Units are referred to hereinafter as the "Remaining Units"), or (b)
   until March 1, 2003, if later, the General Partner shall provide each
   holder of Remaining Units with notice of any sale or other taxable
   transfer of a Property deemed to be contributed by such holder (or such
   holder's predecessor in interest) to the Partnership pursuant to the
   Contribution Agreement, within 60 days after the closing of such sale or
   other transfer, in order to enable such holder to plan for the cash it
   will need to pay the income tax liability it will incur as a result of
   such transaction.  Such notice obligation shall not apply to any transfer
   of a Property in a tax-deferred exchange.

             5.2. Periodic Reports.  Regency shall promptly furnish to the
   Limited Partners all periodic reports and other communications that
   Regency sends to its own shareholders from time to time. 

             5.3. Changes in Unit Adjustment Factor.  The General Partner
   shall notify each Limited Partner in writing of any change made to the
   Unit Adjustment Factor within ten (10) business days of the date such
   change becomes effective.

             5.4. Partnership Dissolution.  Upon the occurrence of any event
   causing the termination and dissolution of the Partnership pursuant to
   Section 13.1 of the Partnership Agreement prior to the end of its stated
   term, the General Partner shall provide written notice to the Limited
   Partners, giving them at least 20 days in which to exercise their
   Redemption Right prior to the distribution of any proceeds from the
   liquidation of the Partnership.

        6.   Amendments.  This Agreement may be amended with the written
   consent of the Partnership, the General Partner and Limited Partners
   holding a majority of the Units then outstanding (exclusive of Units held
   by the General Partner, Regency or any of their Affiliates).  In addition,
   Regency may amend this Agreement without the consent of any other person
   to carry out the intent of Section 4.

        7.   Notices.  All notices hereunder shall be sent in the manner set
   forth in Section 15.1 of the Partnership Agreement.

        8.   Applicable Law.  This Agreement shall be construed in accordance
   with and governed by the laws and judicial decisions of the State of
   Delaware, without regard to the principles of conflicts of law.  

        9.   Miscellaneous.  All captions in this Agreement are for
   convenience only and shall in no way define, limit, extend or describe the
   scope or intent of any provisions hereof.  This Agreement constitutes the
   entire agreement among the parties with respect to the matters contained
   herein and may not be modified or amended in any matter other than
   pursuant to Section 4.  If any provision of this Agreement is or becomes
   invalid, illegal or unenforceable in any respect, the validity, legality
   and enforceability of the remaining provisions contained herein shall not
   be affected thereby.  This Agreement shall terminate simultaneously with
   any termination prior to the First Closing of the Contribution Agreement.

        10.  Binding Effect.  This Agreement shall be binding upon and inure
   to the benefit of the parties hereto and their heirs, executors,
   administrators, successors, legal representatives and permitted assigns.

   THE MIDLAND PRINCIPALS:            REGENCY REALTY CORPORATION


   /s/ Lee S. Wielansky               By:  /s/ Bruce M. Johnson
   Lee S. Wielansky                        Bruce M. Johnson
                                           Managing Director and CFO

   /s/ Stephen M. Notestine
   Stephen M. Notestine
                                      REGENCY CENTERS, L.P.

   /s/ Joseph H. Apter
   Joseph H. Apter                    By:  Regency Realty Corporation
                                           Its General Partner

   /s/ Rodney K. Jones
   Rodney K. Jones                         By:  /s/ Bruce M. Johnson
                                                Bruce M. Johnson
   /s/ Ned M. Brickman                          Managing Director and CFO
   Ned M. Brickman



   
   Third Party Management Assets



                                 MIDLAND DEVELOPMENT GROUP, INC.,
                                 a Missouri Corporation


                                 By:  /s/ Lee S. Wielansky
                                     Lee S. Wielansky, President


   
   OTR Eastern Properties
     Bent Tree Plaza (North Carolina)
     Westchester Plaza (Ohio)
     Hamilton Meadows (Ohio)
     Brookville Plaza (Virginia)
     Lakeshore (Michigan)
     Evans Crossing (Georgia)
     Statler Square (Virginia)
     Kernersville Marketplace (North Carolina)
     Maynard Crossing (North Carolina)
     Shoppes at Mason (Ohio)
     Lake Pine Plaza (North Carolina)


                                 OTR/MIDLAND REALTY HOLDINGS, LTD.,
                                 an Ohio Limited Liability Company

                                 By:  Midland Realty Holdings L.L.C.,
                                      a Missouri Limited Liability Company,
                                      Managing Member


                                      By:  /s/ Lee S. Wielansky
                                           Lee S. Wielansky, Managing Member



   
   Beckett Commons Shopping Center
   No. 1712




                                 BECKETT PARTNERS LIMITED PARTNER-
                                 SHIP, an Ohio Limited Partnership

                                 By:  Midland-Beckett Limited Partnership,
                                      a Missouri Limited Partnership, General
                                      Partner

                                      By:  Beckett Equities, Inc., a Missouri
                                           Corporation, General Partner


                                           By:  /s/ Lee S. Wielansky
                                                Lee S. Wielansky, President



   
   East Pointe Shopping Center
   No. 1709




                                 REYNOLDSBURG PARTNERS,
                                 an Ohio General Partnership


                                 By:  Midland Reynoldsburg Development
                                      Company Limited Partnership, a
                                      Missouri Limited Partnership, Managing
                                      General Partner

                                      By:  Reynoldsburg Equities, Inc., a
                                           Missouri Corporation, General
                                           Partner


                                           By:  /s/ Lee S. Wielansky
                                                Lee S. Wielansky
                                                Managing Member


   
   Franklin Square
   No. 1705



                                 MIDLAND FRANKFORT DEVELOPMENT CO.
                                 L.L.C., a Kentucky Limited Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


                                 By:  /s/ Ned M. Brickman
                                      Ned M. Brickman, Manager


                                 By:  /s/ Stephen M. Notestine
                                      Stephen M. Notestine, Manager


   
   Maxtown Road Shopping Center
   No. 1710




                                 MAXTOWN PARTNERS, LTD.,
                                 an Ohio Limited Liability Company

                                 By:  Maxtown Development Company L.L.C.,
                                      a Missouri Limited Liability Company,
                                      Voting Member


                                      By:  /s/ Lee S. Wielansky
                                           Lee S. Wielansky, Managing Member


                                      By:  /s/ Ned M. Brickman
                                           Ned M. Brickman, Managing Member


   
   St. Ann Square
   No. 1706



                                 K & M DEVELOPMENT COMPANY,
                                 a Missouri General Partnership


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Managing Partner


   
   Worthington Park Centre
   No. 1711




                                 WORTHINGTON DEVELOPMENT COMPANY,
                                 an Ohio General Partnership


                                 By:  /s/ Ned M. Brickman
                                      Ned M. Brickman, Managing General
                                        Partner


   
   Acquisition Contracts


                                 MIDLAND ACQUISITIONS, INC.



                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, President


   
   Acquisition Contracts


                                 MIDLAND RALEIGH ACQUISITIONS, LLC,
                                 a North Carolina Limited Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager

   
   Acquisition Contracts


                                 MIDLAND DALLAS ACQUISITIONS, INC.


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, President


   
   Acquisition Contracts



                                 MIDLAND MICHIGAN ACQUISITIONS, INC.


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, President



   
   Monument




                                 MIDLAND MONUMENT DEVELOPMENT
                                 COMPANY, a Colorado Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Cheyenne, WY




                                 MIDLAND CHEYENNE, WY DEVELOPMENT
                                 COMPANY, a Wyoming Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager



   
   Charlottesville




                                 MIDLAND CHARLOTTESVILLE DEVELOP-
                                 MENT COMPANY, a Virginia Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Waterford




                                 MIDLAND WATERFORD DEVELOPMENT
                                 COMPANY, a Michigan Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Parker/Stroh




                                 MIDLAND PARKER DEVELOPMENT
                                 LLC, a Colorado Limited
                                 Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Manager


   
   Creekside
   Village Center
   Garner
   Windmiller




                                 MIDLAND REALTY HOLDINGS, L.L.C.,
                                 a Missouri Limited Liability Company


                                 By:  /s/ Lee S. Wielansky
                                      Lee S. Wielansky, Managing Member


   
                                   SCHEDULE A

                                 Unit Recipients


   [to be added]
   
                                    EXHIBIT A

                 NOTICE OF REDEMPTION AND INVESTOR QUESTIONNAIRE


        All capitalized terms not otherwise defined herein shall have the
   meanings set forth in the Redemption Agreement to which the undersigned,
   Regency Centers, L.P. and Regency Realty Corporation are parties (the
   "Agreement").

        1.   Notice of Redemption.  The undersigned, being the record owner
   of Units (not giving effect to the application of the Unit Adjustment
   Factor) in the Partnership, in accordance with the terms of the Agreement,
   hereby irrevocably (a) exercises the option to redeem the number of Units
   set forth below for Shares (after giving effect to the application of the
   Unit Adjustment Factor) or into such other cash, securities or other
   property as shall be authorized under the terms of the Agreement, (b)
   surrenders such Units and all right, title and interest therein, subject
   to the provisions of the Agreement, and (c) directs that the Shares
   issuable or other consideration deliverable upon exercise of the
   Redemption Right be delivered to the undersigned at the address specified
   below, and, if applicable, that a new certificate representing ownership
   of Units not so redeemed be issued and delivered to the undersigned.  The
   undersigned directs that the Specified Redemption Date be the date set
   forth below (or 5:00 p.m., Eastern time, on the First Business Day after
   such date if such date is not a Business Day), or 5:00 p.m., Eastern Time,
   on the tenth Business Day after receipt by the General Partner of this
   Notice of Redemption, if later.  The undersigned hereby appoints the
   General Partner, with full power of substitution, as the undersigned's
   attorney-in- fact to coordinate the exact time of the redemption on behalf
   of the undersigned and any other Limited Partners exercising an option to
   redeem effective as of the same Specified Redemption Date as that of the
   undersigned.

        2.   Investor Questionnaire.  The undersigned has completed an
   Investor Questionnaire, the original of which is attached as Attachment A. 

        3.   Withholding Tax of Non-U.S. Persons.  If the undersigned is a
   Non-U.S. Person, the undersigned will comply with the provisions of
   Section 6.3 of the Partnership Agreement with respect to the withholding
   obligations described therein. 

        4.   Representation.  The undersigned represents and warrants that
   such Units being redeemed are free and clear of all liens, security

   interests, deeds of trust, pledges and other encumbrances, subject to the
   provisions of Section 6.3 of the Agreement.

   1.   Name and address of Redeeming Partner exercising the Redemption
        Right:

        _____________________________________________________________________
        _____________________________________________________________________
        _____________________________________________________________________
        _____________________________________________________________________
                                                                             
   2.   Signature of Redeeming Partner:

        _________________________________________  __________________________
                                                   Date

   3.   Date of Execution:

        ______________________________________________

   4.   Number of Units owned by the Redeeming Partner being redeemed
        pursuant to this Notice of Redemption (check one):

        [_]  All Units owned by the undersigned

        [_]  Other (specify number if less than all): __________________ Units

   5.   Specified Redemption Date (which is the effective date of the
        issuance of the Shares or payment of cash for this Notice of
        Redemption):

        _______________________________________

   6.   Shares issued or cash paid pursuant to the exercise of the Redemption
        Right hereby should be sent to the address set forth in Paragraph 1
        above, unless a different address is specified below.  (If a
        different address is requested, insert below.) 

                   __________________________________________________________
                   __________________________________________________________
                   __________________________________________________________
                   __________________________________________________________

   
                                   ATTACHMENT A

                              INVESTOR QUESTIONNAIRE


        This Investor Questionnaire is to be completed by partners of Regency
   Centers, L.P. (the "Partnership") redeeming limited partnership interests 
   in the Partnership into shares of voting common stock (collectively, 
   "Shares") of Regency Realty Corporation ("Regency").  The following 
   information is needed in order to ensure compliance with the requirements 
   of the private placement exemptions and applicable state exemptions, to
   determine whether the undersigned is an accredited investor and to 
   determine whether the acquisition of Shares by the undersigned, if
   applicable, will be in compliance with Article 5.2 of Regency's Articles
   of Incorporation.  The undersigned understands that Regency will rely upon 
   the information contained herein for purposes of such determination.

        The undersigned also understands and agrees that, although Regency
   will use its best efforts to keep the information provided in the answers 
   to this questionnaire strictly confidential, Regency may present this 
   questionnaire and the information provided in answers to it to such parties 
   as it deems advisable if called upon to establish the availability under 
   any federal or state securities laws of an exemption from registration of a
   private placement or if the contents hereof are relevant to any issue in 
   any investigation, action, suit, or proceeding to which Regency is a party
   or by which it is or may be bound.

        The undersigned further understands that this questionnaire does not 
   constitute an offer by Regency to sell any securities but merely is a 
   request for information.

        In accordance with the foregoing, the following representations and
   information are hereby made and furnished.

   I.   I have read the reports and other documents filed by Regency under
        Sections 13 and 14 of the Securities Exchange Act of 1934 during
        the most recent fiscal year of Regency and the current year to date.

   II.  Except as indicated below, ownership of any Shares will be solely
        for my own account, for investment, and not for the account of any 
        other person, or with a view to any resale, fractionalization, or
        distribution thereof.

        _____________________________________________________________________
        _____________________________________________________________________
        _____________________________________________________________________
                 
   III. I am an "Accredited Investor" as defined in Rule 501(a) of Regulation 
        D promulgated under the Securities Act of 1933, as amended (the 
        "Act"), by virtue of meeting the standard(s) which I have initialed
        below (please complete, if applicable):

        (Please initial, in the space provided, the statement(s) applicable to
        you.)

        ________  1.  I am a natural person and I have, or my spouse and I 
                      jointly have, a net worth (i.e., total assets in excess 
                      of total liabilities) in excess of $1,000,000.

                                            or
                                            --

        ________  2.  I am a natural person and have had an individual annual 
                      income (exclusive of my spouse's income, regardless of
                      whether this is a joint investment with my spouse) in
                      excess of $200,000, or joint annual income with my 
                      spouse in excess of $300,000, in each of the two most
                      recent years and reasonably expect to reach the same
                      income level in the current year.

                                            or
                                            --

        ________  3.  I am a corporation or a partnership with total assets in
                      excess of $5,000,000 not formed for the specific purpose 
                      of acquiring an interest in the Partnership or Regency.

                                             or
                                             --

        ________  4.  I am a trust with total assets in excess of $5,000,000 
                      not formed for the specific purpose of acquiring an 
                      interest in the Partnership or Regency and investment
                      decisions for the trust are and will be directed by a
                      sophisticated person as described in Rule 506(b)(2)(ii)
                      of Regulation D promulgated under the Act.

                                             or
                                             --

        ________  5.  I am a bank as defined in Section 3(a)(2) of the Act or 
                      a savings and loan association or other institution as
                      defined in Section 3(a)(5)(A) of the Act, either acting
                      in my individual capacity or in a fiduciary capacity.

                                             or
                                             --
 
        ________  6.  I am an insurance company as defined in Section 2(13)
                      of the Act.

                                             or
                                             --

        ________  7.  I am either an investment company registered under the
                      Investment Company Act of 1940 or a business development
                      company as defined in Section 2(a)(48) of the Investment
                      Company Act of 1940.

                                             or
                                             --

        ________  8.  I am a Small Business Investment Company licensed by
                      the U.S. Small Business Administration under Section
                      301(c) or 301(d) of the Small Business Investment Act
                      of 1958. 

                                             or
                                             --

        ________  9.  I am a plan established and maintained by a state, its 
                      political subdivisions, or any agency or instrumentality
                      of a state or its political subdivisions, for the 
                      benefit of its employees, and the plan's total assets
                      exceed $5,000,000.

                                             or
                                             --

        ________  10. I am an employee benefit plan within the meaning of the 
                      Employee Retirement Income Security Act of 1974, and the 
                      investment decision is made by a plan fiduciary, as
                      defined in Section 3(21) of such Act, which is either a 
                      bank, savings and loan association, insurance company, or
                      registered investment adviser, or the employee benefit 
                      plan has total assets in excess of $5,000,000, or, if a 
                      self-directed plan, the investment decisions are made 
                      solely by persons that are "Accredited Investors".

                                             or
                                             --

        ________  11. I am a private business development company as defined 
                      in Section 202(a)(22) of the Investment Advisers Act
                      of 1940.

                                             or
                                             --

        ________  12. I am a broker dealer registered pursuant to Section 15 
                      of the Securities Exchange Act of 1934.

                                             or
                                             --

        ______    13. I am an entity in which all of the equity owners qualify
                      as "Accredited Investors" under the standards set forth 
                      in paragraphs 1 through 12 above.(1)

   IV.  I hereby represent and warrant that following the redemption, if I am an
        individual, I will not Beneficially Own any shares of capital stock of
        Regency ("Capital Stock") in excess of the Ownership Limit, and if the 
        undersigned is a Person other than an individual, no ultimate 
        individual owner of the Person will Beneficially own any shares of 
        Capital Stock of Regency in excess of the Ownership Limit.  For 
        purposes of this representation, capitalized terms shall have the 
        following meanings:


   _________________________________

   (1)   IF  STATEMENT 13 ABOVE HAS BEEN INITIALED, EACH EQUITY OWNER OF THE
         ENTITY MUST COMPLETE AN INVESTOR QUESTIONNAIRE.


             (a)  "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 Sections
        856(h)(1)(B) and 856(h)(3) of the Code; 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 "Beneficial Owner,"
        "Beneficially Owns" and "Beneficially Owned" shall have the correlative
        meanings.

             (b)  "Code" shall mean the Internal Revenue Code of 1986, as 
        amended.

             (c)  "Ownership Limit" shall mean 7% by value of the outstanding
        Capital Stock of Regency.

             (d)  "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 exclusively 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.

   V.   Please Indicate Type of Ownership:

        ________  INDIVIDUAL (one signature requred)

        ________  PARTNERSHIP (an authorized general partner must sign)

        ________  CORPORATION (an authorized corporate officer must sign)

        ________  JOINT TENANTS WITH RIGHT OR SURVIVORSHIP (both or all 
                  parties must sign)

        ________  COMMUNITY PROPERTY (one signature required if Shares are
                  to be held in one name, i.e., managing spouses; two 
                  signatures required if Shares are to be held in both
                  names)

        ________  TENANTS IN COMMON (both or all parties must sign)

        ________  OTHER - Trust, etc.

   VI.  Please complete the following if an individual:

        Residence address:  __________________________________
                            __________________________________
                            __________________________________

        Citizenship (check one):    [_] USA        [_] Other

   VII. If the undersigned is not a natural person, please provide the
        following information with respect to the entity that will be a
        holder, directly or indirectly, of the Shares:

        1.   The name and relationship to the undersigned entity of the
             person who will make the investment decision on behalf of the
             entity:

             Name:___________________________________________________________
                       
             Relationship to Entity:_________________________________________
                       
        2.   Address of Principal
             Place of Business:______________________________________________

                             Number and Street (Post Office Box Unacceptable)
                      
             ________________________________________________________________
             City      State or Province       Country     Zip or Postal Code

        3.   Date of Formation:______________________________________________
                       
        4.   Jurisdiction of Organization:___________________________________
                       
        5.   I.R.S. Tax Identification Number:_______________________________
                       
        6.   Number of Shareholders, Partners or Beneficiaries:______________
                       
        7.   Are any direct or indirect shareholders, partners or 
             beneficiaries Non-U.S. Persons?

             _____ Yes    _____ No

   VIII.     I represent to Regency that (a) the information contained herein 
             is complete and accurate and may be relied upon by Regency and 
             (b) I will notify Regency immediately of any material change in
             any of such information prior to the redemption.

        IN WITNESS WHEREOF, I have executed this Investor Questionnaire this
   ___ day of __________________, 199__.



   _________________________________________
   Type or Print Name


   _________________________________________
   Signature 


   _________________________________________
   Type or Print Name of Spouse if interests
   are held as Joint Tenants, Tenants in
   Common, or Community Property
         

   _________________________________________
   Signature of Spouse if interests are
   held as Joint Tenants, Tenants in
   Common or Community Property


   _________________________________________
   If Applicable, Print Name of Entity


   _________________________________________
   Capacity of Individual Signing on Behalf
   of Entity



                            NON-COMPETITION AGREEMENT


        THIS NON-COMPETITION AGREEMENT (the "Agreement") is made as of the
   1st day of March, 1998 by and among REGENCY CENTERS, L.P., a Delaware
   limited partnership (the "Partnership"), REGENCY REALTY GROUP, INC., a
   Florida corporation (the "Third Party Management Company"), REGENCY REALTY
   CORPORATION, a Florida corporation ("Regency") and Lee S. Wielansky, an
   individual (the "Midland Principal"), under the following circumstances:  

        A.   Pursuant to the terms and conditions of that certain
   Contribution Agreement, dated as of January 12, 1998 (the "Contribution
   Agreement"), by and among Midland Development Group, Inc., a Missouri
   corporation ("Midland Development"), the Property Entities, the Midland
   Principals, the Midland Affiliates and Regency, the Contributors are
   contributing, as applicable, shopping center properties and other assets
   used in their real estate businesses, ownership interests in the Joint
   Ventures or the Third Party Management Assets to the Partnership or the
   applicable Transferee (collectively, the "Assets").

        B.   The Midland Principal is an equity owner in certain Contributors
   as well as an executive officer of Midland Development and is receiving
   limited partnership interests in the Partnership and/or cash which such
   Contributors (i) are receiving in exchange for the Assets and (ii) are
   distributing to their equity owners.

        C.   To induce Regency to enter into the Contribution Agreement and
   as a condition to closing the transfer of Assets and other transactions
   contemplated thereby, the Midland Principal has agreed to enter into this
   Agreement.

        D.   Capitalized terms used and not otherwise defined herein shall
   have the meaning assigned thereto in the Contribution Agreement.

        NOW, THEREFORE, in consideration of the mutual covenants and
   agreements contained in this Agreement and for other good and valuable
   consideration, the receipt and sufficiency of which are hereby
   acknowledged, the parties hereto agree as follows:


                             ARTICLE 1:  DEFINITIONS

        1.1  "Affiliate" means, with respect to any Person, any Person
   directly or indirectly controlling, controlled by or under common control
   with such Person.

        1.2  "Business" means the direct or indirect acquisition, ownership,
   operation, control or development of Grocery Properties.

        1.3  "Employee" means an individual who works at least an average of
   35 hours per week as an employee, or who performs substantially the same
   functions as such an employee, whether as a direct or indirect owner,
   partner, director, officer, agent, consultant, independent contractor or
   otherwise.

        1.4  "Grocery Property" means a grocery-anchored shopping center or a
   free-standing grocery store located in the Territory.

        1.5  "Immediate Family" means a Person's spouse, parents, lineal
   ascendants or descendants and their spouses, and trusts for the benefit of
   any of the foregoing.

        1.6  "In Conjunction with Another Midland Principal" means with (i)
   any other Midland Principal or (ii) an entity in which the Midland
   Principal or any other Midland Principal or Principals or any of his or
   their Affiliates owns an equity interest, or (iii) any combination of the
   foregoing.

        1.7  "Indirectly" means through (i) an entity in which the Midland
   Principal or any of his Affiliates has any material direct or indirect
   equity interest or (ii) any member of the Midland Principal's Immediate
   Family or an entity in which any member of the Midland Principal's
   Immediate Family has any material direct or indirect equity interest if
   the applicable action is taken or equity interest is owned by such member
   for the purpose of circumventing the restrictions of this Agreement.

        1.8  "Midland Principals" means Lee S. Wielansky, Stephen M.
   Notestine, Joseph H. Apter, Rodney K. Jones, and Ned M. Brickman.

        1.9  "NonCompete Period" means a period of three years from the date
   of this Agreement. 

        1.10 "Nonsolicitation Period" means a period of one year from the
   later of the date of this Agreement or the termination of the Midland
   Principal's status as an Employee of Regency, or any Affiliate of Regency,
   for any reason whatsoever, whether terminated voluntarily or
   involuntarily.

        1.11 "Person" means an individual or a corporation, partnership,
   limited liability company, joint venture, trust, unincorporated
   organization, association or other form of business or legal entity.

        1.12 "Territory" means Colorado, Georgia, Illinois, Indiana,
   Kentucky, Michigan, Missouri, North Carolina, Ohio, Tennessee, Texas,
   Virginia and Wyoming and any other state in which the Midland Principal
   engages in the Business on behalf of Regency or any Affiliate of Regency.

        1.13 "Third Party Business" means acting as leasing agent for and/or
   managing Grocery Properties that are owned by third parties.

                      ARTICLE 2:  COVENANTS NOT TO COMPETE
                               AND NOT TO SOLICIT

        2.1  Protection of Business Interest.  For purposes of this Article
   2, 2.6, the parties hereto agree that:

             (a)  The Midland Principal has substantial relationships with
   existing customers of the Property Entities and Joint Ventures, including
   the Kroger Co. and its Affiliates, and will continue to have such
   relationships with customers in the course of his employment with Regency
   or its Affiliates;

             (b)  Such relationships with customers will constitute a
   legitimate business interest of Regency and/or its Affiliates and are a
   critical inducement to entering the Contribution Agreement; and

             (c)  The restrictive covenants contained in this Article 2, 2.6
   support such legitimate business interest, are reasonable in time and
   place, are not overly broad, are reasonably necessary to protect such
   interest, do not impose an unreasonable restraint on the Midland Principal
   and are supported by adequate consideration.

        2.2  Agreement to Not Compete.  (a) At any time that the Midland
   Principal is an Employee of Regency or any Affiliate of Regency, the
   Midland Principal shall not directly or Indirectly engage in the Business
   or Third Party Business other than on behalf of Regency or any such
   Affiliate of Regency and (b) during the NonCompete Period, the Midland
   Principal shall not directly or Indirectly engage in the Business in the
   Territory In Conjunction With Another Midland Principal, other than in the
   course of their employment by Regency or any Affiliate of Regency on
   behalf of Regency or such Affiliate of Regency.  Notwithstanding the
   foregoing, if the Midland Principal is not an Employee of Regency or any
   Affiliate of Regency at the time, the Midland Principal may engage during
   the NonCompete Period in the Business in the Territory with respect to
   supercenters of mass merchandisers (including but not limited to Walmart,
   K-Mart and Target supercenters) In Conjunction With Another Midland
   Principal who is not an Employee of Regency or any Affiliate of Regency at
   the time.

        2.3  Limitations.  The obligations described in Section 2.2 shall not
   preclude the Midland Principal from (i) owning publicly-traded securities
   for investment purposes of any entity engaged in the Business or Third
   Party Business in the Territory, in an amount not exceeding five percent
   of the total number of outstanding securities of the same class, and (ii)
   owning, developing or operating any Excluded Property that is listed on
   Schedule 1.1.39 to the Contribution Agreement even though it constitutes a
   Grocery Property.

        2.4  No Solicitation.  At any time that the Midland Principal is an
   Employee of Regency or any Affiliate of Regency and during the
   Nonsolicitation Period, the Midland Principal shall not directly or
   Indirectly, on behalf of himself or any person, entity, corporation,
   partnership, association, joint venture or other organization, hire,
   solicit, attempt to solicit, induce, attempt to induce or assist others in
   attempting to solicit (i) any employee of Regency, the Partnership, the
   Third Party Management Company and/or any of their respective Affiliates
   (collectively, the "Regency Entities") for the purpose of persuading such
   employee to leave as an employee of any Regency Entity or (ii) The Kroger
   Co. and any of its Affiliates for the purpose of persuading such client to
   leave as a client of any Regency Entity or terminate any joint venture,
   management, development or other contract with any Regency Entity, or
   (iii) any Third Party Business client for which any Regency Entities
   perform management and/or leasing services for more than one property, for
   the purpose of inducing such client to terminate such services.

        2.5  Remedies.  The parties hereby declare and agree that any breach
   by the Midland Principal of this Article 2, 2.6 will cause Regency and/or
   the applicable Regency Entity irreparable injury and damage, and further
   agree that it would be difficult, if not impossible, to calculate the
   monetary damages that might accrue to Regency and/or the applicable
   Regency Entity as a result of such breach.  Accordingly, the Midland
   Principal agrees that in the event of any breach or anticipated breach of
   the terms or provisions of this Article 2, 2.6 Regency and/or the
   applicable Regency Entity shall be entitled to injunctive or similar
   equitable relief to prevent a breach of this Article, and the Midland
   Principal waives the claim or defense that Regency and/or the applicable
   Regency Entity have an adequate remedy at law.  Nothing herein shall be
   construed as prohibiting Regency and/or the applicable Regency Entity from
   pursuing any other remedies available for such breach, including the
   recovery of monetary damages to the extent calculable.

        2.6  Blue Pencil.  If any court of competent jurisdiction shall hold
   that any restriction contained in this Article is unreasonable in duration
   or geographic scope, such restriction shall be reduced to the extent
   necessary in the opinion of such court to make it reasonable, the
   intention of the parties being that Regency and the Regency Entities be
   given the broadest protection allowed by law or equity with respect to
   such provision in connection with their acquisition of the Assets.


                            ARTICLE 3:  MISCELLANEOUS

        3.1  Headings.  The headings contained in this Agreement are for
   reference purposes only and are in no way intended to describe, interpret,
   define or limit the scope, extent or intent of this Agreement or any
   provision hereof.

        3.2  Pronouns and Plurals.  Whenever required by the context, any
   pronoun used in this Agreement shall include the corresponding masculine,
   feminine or neuter forms, and the singular form of nouns, pronouns and
   verbs shall include the plural and vice versa.

        3.3  Costs of Litigation.  The parties agree that the prevailing
   party in any action brought with respect to or to enforce any right or
   remedy under this Agreement shall be entitled to recover from the other
   party or parties all reasonable costs and expenses of any nature
   whatsoever actually incurred by the prevailing party in connection with
   such action, including, without limitation, attorneys' fees (whether
   incurred before or at trial or on appeal) and prejudgment interest.

        3.4  Remedies Cumulative.  The remedies provided in this Agreement
   shall be cumulative and, except as otherwise expressly provided shall not
   preclude the assertion or exercise of any other rights or remedies
   available by law, in equity or otherwise.

        3.5  Amendment and Modification.  No amendment, modification or
   discharge of, or supplement to, this Agreement shall be valid or binding
   unless set forth in writing and duly executed and delivered by the party
   against whom enforcement of the amendment, modification, or discharge is
   sought.

        3.6  Notices.  All notices, demands, requests, and other
   communications which may be or are required to be given, served, or sent
   by any party to any other party pursuant to this Agreement shall be in
   writing and shall be hand delivered, sent by overnight courier or mailed
   by first-class, registered or certified U.S. mail, return receipt
   requested and postage prepaid, or transmitted by facsimile, telegram,
   telecopy or telex, addressed as follows:

        (i)  If to the Partnership:             (ii) If to the Midland
                                                     Principal:

             c/o Regency Realty Corporation          Lee S. Wielansky
             121 W. Forsyth Street, Suite 200        13462 Maple Ridge Ct.
             Jacksonville, FL 32202                  Creve Coeur, MO  63141
             Attn:  Bruce M. Johnson                 Telephone:  314/469-3663
             Telephone: (904) 356-7000
             Facsimile: (904) 634-3428

   or to such other person or address as a party shall furnish to the other
   parties in writing.

        If personally delivered, such communication shall be deemed delivered
   upon actual receipt; if electronically transmitted, such communication
   shall be deemed delivered the next business day after transmission (and
   sender shall bear the burden of proof of delivery); if sent by overnight
   courier, such communication shall be deemed delivered upon receipt; and if
   sent by U.S. mail, such communication shall be deemed delivered as of the
   date of delivery indicated on the receipt issued by the relevant postal
   service, or, if the addressee fails or refuses to accept delivery, as of
   the date of such failure or refusal.  Any party to this Agreement may
   change its address for the purposes of this Agreement by giving notice
   thereof in accordance with this Section 3.6.

        3.7  Waivers.  No delay or failure on the part of any party hereto in
   exercising any right, power or privilege under this Agreement or under any
   other documents furnished in connection with or pursuant to this Agreement
   shall impair any such right, power or privilege or be construed as a
   waiver of any default or any acquiescence therein.  No single or partial
   exercise of any such right, power or privilege shall preclude the further
   exercise of such right, power or privilege, or the exercise of any other
   right, power or privilege.  No waiver shall be valid against any party
   hereto unless made in writing and signed by the party against whom
   enforcement of such waiver is sought and then only to the extent expressly
   specified therein.

        3.8  Counterparts.  This Agreement may be executed in one or more
   counterparts, each of which shall be deemed an original, but all of which
   together shall constitute one and the same instrument.

        3.9  Governing Law.  This Agreement, the rights and obligations of
   the parties hereto, and any claim or disputes relating thereto, shall be
   governed by and construed and enforced in accordance with the laws and
   judicial decisions of the State of Missouri, without regard to conflict of
   law principles and excluding the choice of law rules thereof.

        3.10 Jurisdiction.  The parties agree that any action hereunder shall
   be taken in a state court of competent jurisdiction in St. Louis,
   Missouri.  The parties agree that should any action in enforcement of this
   Agreement be undertaken in any federal court or in any other court outside
   of St. Louis, Missouri, this Agreement shall serve as the filing party's
   unconditional agreement to transfer said action, or dismiss it without
   prejudice for refiling, to a proper state court in St. Louis, Missouri.

        3.11 Assignment; Parties in Interest.  

             3.11.1    No party hereto shall assign its rights and/or
        obligations under this Agreement, in whole or in part, whether by
        operation of law or otherwise, without the prior written consent of
        the other parties hereto; provided, that any of Regency, the
        Partnership, or the Third Party Management Company, without the
        consent of the Midland Principal, may assign its rights and/or
        obligations under this Agreement, in whole or in part, to any of
        their respective Affiliates.

             3.11.2  Parties in Interest.  This Agreement shall be binding
        upon, inure to the benefit of, and be enforceable by the respective
        heirs, executors, administrators, successors, legal representatives
        and permitted assigns of the parties hereto.  Nothing contained
        herein shall be deemed to confer upon any other person any right or
        remedy under or by reason of this Agreement.

        3.12 Severability.  Every provision of this Agreement is intended to
   be severable.  If any provision or term of this Agreement, or the
   application of a provision or term to any person or circumstance, shall be
   held invalid, illegal or unenforceable, the validity, legality or
   enforceability of the other provisions and terms hereof, or the
   application of such provision of such provision or term to persons or
   circumstances other than those to which it is held invalid, illegal or
   enforceable, shall not be affected thereby, and there shall be deemed
   substituted for the provision or term at issue a valid, legal and
   enforceable provision as similar as possible to the provision or term at
   issue.

        3.13 Waiver of Jury Trial.  TO THE EXTENT PERMITTED BY APPLICABLE
   LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY
   JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. 
   THE PROVISIONS OF THIS SECTION 3.13 SHALL SURVIVE ANY TERMINATION OF THIS
   AGREEMENT.

        3.14 Entire Agreement.  This Agreement, including the exhibits and
   other documents referred to herein or furnished pursuant hereto,
   constitutes the entire understanding and agreement among the parties
   hereto with respect to the transactions contemplated herein, and
   supersedes all prior oral or written agreements, commitments or
   understandings with respect to the matters provided for herein.

        IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
   hereby, have executed this Agreement on the date first written above.


          REGENCY CENTERS, L.P.              REGENCY REALTY GROUP, INC.


          By:  Regency Realty                By:  /s/ Bruce M. Johnson
               Corporation,                       Bruce M. Johnson 
               Its General Partner                Executive Vice President


               /s/ Bruce M. Johnson
               Bruce M. Johnson
               Managing Director,
                Executive Vice 
                President and CFO


          REGENCY REALTY CORPORATION


          By:  /s/ Bruce M. Johnson
               Bruce M. Johnson
               Managing Director,
                Executive Vice 
                President and CFO



   MIDLAND PRINCIPAL


   By:  /s/ Lee S. Wielansky
        Lee S. Wielansky

                                                         EXHIBIT 10(e)




                                  March 1, 1998



   Regency Realty Corporation
   121 West Forsyth Street, Suite 200
   Jacksonville, Florida  32202

        Re:  Partnership Units and Shares of Common Stock

   Ladies and Gentlemen:

        The undersigned, Midland Development Group, Inc. and Regency Realty
   Corporation, a Florida corporation ("Regency"), among others, have entered
   into a Contribution Agreement, dated January 12, 1998 (the "Contribution
   Agreement"), regarding the contribution to Regency Centers, L.P., a
   Delaware limited partnership (the "Partnership"), of (a) cash by Regency,
   and (b) shopping center properties and other assets by the Contributors. 
   All capitalized terms not otherwise defined herein shall have the meanings
   ascribed to them in the Contribution Agreement or the Redemption
   Agreement.  Pursuant to the terms of the Contribution Agreement, the
   undersigned is receiving Units (including Additional Units) which may be
   redeemed for Shares of Common Stock pursuant to the terms of the
   Partnership Agreement.  

        In consideration of the foregoing, the undersigned hereby agrees that
   for a period of one year from the First Closing Date, he will not, without
   the express written consent of Regency or except as provided below,
   (i) offer for sale, sell, transfer, give, pledge (except as contemplated
   by the Contribution Agreement), assign, irrevocably hypothecate or
   otherwise dispose of, directly or indirectly, any of the Units, or enter
   into any contract, option or other agreement or understanding regarding
   the same, other than a pledge pursuant to a bona fide hedging transaction
   (collectively, a "Transfer"), or (ii) exercise a Redemption Right with
   respect to any Units issued at the First Closing or any Subsequent Closing
   other than Units as to which the undersigned elects a First Closing
   Redemption in accordance with the Contribution Agreement or is required to
   redeem pursuant to the Redemption Agreement (the "Retained Units").  In
   addition, the undersigned agrees that during any three-month period during
   the two years ending on the third anniversary date of the First Closing,
   without the express written consent of Regency or except as provided
   below, he will neither Transfer nor exercise a Redemption Right with
   respect to such number of Units, which together in the aggregate are
   greater than the number arrived at by multiplying 12.5% times the Base
   Amount.  "Base Amount" equals the sum of the number of Retained Units and
   the number of Units ("Retained Additional Units") issued to the
   undersigned at any Subsequent Closing other than Units which are subject
   to a Mandatory Subsequent Closing Redemption.

        Nothing herein shall prevent the undersigned from making a Transfer
   (a "Permitted Transfer") to an Affiliate, a member of the undersigned's
   Immediate Family or a charitable trust, provided that such transferee
   agrees in writing to be bound by the provisions of this Agreement. 
   Immediate Family means the undersigned's spouse, parents, descendants,
   nephews, nieces, brothers and sisters and trusts for the benefit of any of
   the foregoing.  In order to effect any Permitted Transfer, the undersigned
   must deliver to Regency a duly executed copy of the instrument making such
   Permitted Transfer within 10 days after such Permitted Transfer and such
   instrument must evidence the written acceptance by the assignee of all of
   the terms and conditions of this Agreement and represent that such
   assignment was made in accordance with all applicable laws and
   regulations.

        In addition, the foregoing restrictions shall not prohibit the
   undersigned from exercising Redemption Rights with respect to Units at any
   time prior to the third anniversary of the First Closing to the extent
   that (i) the Partnership disposes of a Property, (ii) the undersigned is
   required to pay tax prior to such anniversary date as a result of such
   sale, and (iii) the net proceeds (after brokerage commissions) from the
   sale of Shares issued upon such exercise pursuant to this paragraph do not
   exceed the sum of (i) such tax liability plus (ii) the tax liability
   incurred with respect to the sale of such Shares.

        The foregoing agreements shall be binding on the undersigned and the
   undersigned's respective heirs, personal representatives, successors and
   permitted assigns.  The foregoing agreements shall apply to Units
   beneficially owned by the undersigned over which the undersigned has
   investment power as well as to Units owned by the undersigned in the
   undersigned's own name.


                                      Very truly yours,


                                      /s/ Lee S. Wielansky
                                                                             
                                      Lee S. Wielansky