United States
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                    FORM 10-Q

                                   (Mark One)

                [X] For the quarterly period ended March 31, 1998

                                      -or-

                  [ ]Transition Report Pursuant to Section 13 or 15(d) of the
                              Securities Exchange Act of 1934

               For the transition period from ________ to ________

                         Commission File Number 1-12298

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

                            Florida                              59-3191743
             (State or other jurisdiction of                   (IRS Employer
              incorporation or organization)               Identification No.)

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

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

                                    Unchanged
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No[ ]

                   (Applicable only to Corporate Registrants)

As of May 15, 1998, there were 24,986,050 shares outstanding of the Registrant's
common stock.






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

1998 1997 ---- ---- (unaudited) Assets Real estate investments, at cost: Land $ 207,624,732 177,245,784 Buildings and improvements 742,424,931 622,555,583 Construction in progress - development for investment 18,988,365 13,427,370 Construction in progress - development for sale 21,776,546 20,173,039 ----------- ----------- 990,814,574 833,401,776 Less: accumulated depreciation 40,833,487 40,795,801 ----------- ----------- 949,981,087 792,605,975 Investments in real estate partnerships 992,122 999,730 ----------- ----------- Net real estate investments 950,973,209 793,605,705 Cash and cash equivalents 16,707,167 16,586,094 Tenant receivables, net of allowance for uncollectible accounts of $1,357,948 and $1,162,570 at March 31, 1998 and December 31, 1997, respectively 9,788,251 9,546,584 Deferred costs, less accumulated amortization of $3,777,414 and $3,842,914 at March 31, 1998 and December 31, 1997, respectively 4,532,484 4,252,991 Other assets 3,981,427 2,857,217 ----------- ----------- $ 985,982,538 826,848,591 =========== =========== Liabilities and Stockholders' Equity Liabilities: Mortgage loans payable 305,531,371 229,919,242 Acquisition and development line of credit 90,231,185 48,131,185 Accounts payable and other liabilities 11,911,470 11,597,232 Tenants' security and escrow deposits 2,561,475 2,319,941 ----------- ----------- Total liabilities 410,235,501 291,967,600 ----------- ----------- Redeemable operating partnership units 28,106,058 13,777,156 Limited partners' interest in consolidated partnerships 7,413,889 7,477,182 ----------- ----------- 35,519,947 21,254,338 ----------- ----------- Stockholders' equity Common stock $.01 par value per share: 150,000,000 shares authorized; 24,864,465 and 23,992,037 shares issued and outstanding at March 31, 1998 and December 31, 1997, respectively 248,644 239,920 Special common stock - 10,000,000 shares authorized: Class B $.01 par value per share, 2,500,000 shares issued and outstanding 25,000 25,000 Additional paid in capital 560,594,651 535,498,878 Distributions in excess of net income (12,960,037) (20,494,893) Stock loans (7,681,168) (1,642,252) ----------- ----------- Total stockholders' equity 540,227,090 513,626,653 ----------- ----------- Commitments and contingencies $ 985,982,538 826,848,591 =========== ===========
See accompanying notes to consolidated financial statements. REGENCY REALTY CORPORATION Consolidated Statements of Operations For the Three Months ended March 31, 1998 and 1997 (unaudited)
1998 1997 ---- ---- Revenues: Minimum rent $ 22,255,149 12,499,572 Percentage rent 1,103,347 470,598 Recoveries from tenants 4,820,730 3,095,200 Management, leasing and brokerage fees 2,504,106 1,641,191 Equity in income of investments in real estate partnerships 985 26,791 ---------- ---------- Total revenues 30,684,317 17,733,352 ---------- ---------- Operating expenses: Depreciation and amortization 5,456,304 2,843,500 Operating and maintenance 4,116,402 2,482,781 General and administrative 3,433,108 2,221,006 Real estate taxes 2,788,751 1,820.089 --------- ---------- Total operating expenses 15,794,565 9,367,376 ---------- ---------- Interest expense (income): Interest expense 5,214,799 3,737,031 Interest income (335,204) (172,267) ---------- ---------- Net interest expense 4,879,595 3,564,764 ---------- ---------- Income before minority interests and sale of real estate investments 10,010,157 4,801,212 ---------- ---------- Minority interest of redeemable partnership units (594,324) (633,705) Minority interest of limited partners (97,149) (130,735) Gain on sale of real estate investments 10,237,419 - ---------- ---------- Net income for common stockholders $ 19,556,103 4,036,772 ========== ========== Net income per share: Basic $ .74 .25 ========= ========== Diluted $ .69 .25 ========= ==========
See accompanying notes to consolidated financial statements. REGENCY REALTY CORPORATION Consolidated Statements of Cash Flows For the Three Months Ended March 31, 1998 and 1997 (unaudited)
1998 1997 ---- ---- Cash flows from operating activities: Net income $ 19,556,103 4,036,772 Adjustments to reconcile net income to net Cash provided by operating activities: Depreciation and amortization 5,456,304 2,843,500 Deferred financing cost amortization 253,320 211,390 Minority interest of redeemable partnership units 594,324 633,705 Minority interest of limited partners 97,149 130,735 Equity in income of investments in real estate partnerships (985) (26,791) Gain on sale of real estate investments (10,237,419) - Changes in assets and liabilities: (Increase) decrease in tenant receivables (241,667) 3,265,886 Increase in deferred leasing commissions (371,043) (71,706) (Increase) decrease in other assets (1,404,247) 341,255 Increase in tenants' security deposits 241,534 88,424 Increase in accounts payable and other liabilities 2,180,955 2,743,668 ----------- ----------- Net cash provided by operating activities 16,124,328 14,196,838 ----------- ----------- Cash flows from investing activities: Acquisition and development of real estate (64,610,069) (53,460,147) Investment in real estate partnership Capital improvements (1,120,832) (332,362) Construction in progress (7,164,502) (1,920,183) Proceeds from sale of real estate investments 26,734,955 - Distributions received from real estate partnership investments 8,593 - ----------- ----------- Net cash used in investing activities (46,151,855) (55,712,692) ------------ ----------- Cash flows from financing activities: Net proceeds from common stock issuance 6,769 26,000,012 Distributions to redeemable partnership unit holders (315,102) - Distributions to limited partners in consolidated partnerships (160,442) (12,116) Dividends paid to stockholders (12,021,247) (5,775,359) Proceeds from acquisition and development line of credit, net 42,100,000 31,150,000 Proceeds from mortgage loans payable 1,774,207 - Repayments of mortgage loans payable (643,963) (3,159,341) Deferred financing costs (591,622) (351,416) ----------- ----------- Net cash provided by financing activities 30,148,600 47,851,780 ----------- ----------- Net increase in cash and cash equivalents 121,073 6,335,926 ----------- ----------- Cash and cash equivalents at beginning of period 16,586,094 8,293,229 ----------- ----------- Cash and cash equivalents at end of period $ 16,707,167 14,629,155 =========== ===========
REGENCY REALTY CORPORATION Consolidated Statements of Cash Flows For the Three Months Ended March 31, 1998 and 1997 (unaudited) -continued-
1998 1997 ---- ---- Supplemental disclosure of non cash transactions: Mortgage loans assumed from sellers of real estate $ 74,481,885 105,302,169 ========== =========== Redeemable operating partnership units and common stock issued to sellers of real estate $ 31,241,774 94,769,706 ========== ===========
See accompanying notes to consolidated financial statements. REGENCY REALTY CORPORATION Notes to Consolidated Financial Statements March 31, 1998 1. Summary of Significant Accounting Policies (a) Organization and Principles of Consolidation Regency Realty Corporation (the Company) was formed for the purpose of managing, leasing, brokering, acquiring, and developing shopping centers. The Company also provides management, leasing, brokerage and development services for real estate not owned by the Company. The accompanying interim unaudited financial statements (the "Financial Statements") include the accounts of the Company, its wholly owned qualified REIT subsidiaries, and its majority owned subsidiaries and partnerships. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. The Company owns approximately 95% of the outstanding units of Regency Centers, L.P., ("RCLP", formerly known as Regency Retail Partnership, L.P.) and partnership interests ranging from 51% to 93% in four majority owned real estate partnerships (the "Majority Partnerships"). The equity interests of third parties held in RCLP and the Majority Partnerships are included in the consolidated financial statements as redeemable operating partnership units, and limited partners' interests in consolidated partnerships, respectively. The Company is a qualified real estate investment trust ("REIT") which began operations in 1993. The Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are of a normal recurring nature, and in the opinion of management, are necessary to properly state the results of operations and financial position. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 1997 Form 10-K filed with the Securities and Exchange Commission. (b) Statement of Financial Accounting Standards No. 130 The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("FAS 130"), which is effective for fiscal years beginning after December 15, 1997. FAS 130 establishes standards for reporting total comprehensive income in financial statements, and requires that Companies explain the differences between total comprehensive income and net income. Management has adopted this statement in 1998. No differences between total comprehensive income and net income existed in the interim financial statements reported at March 31, 1998 and 1997. REGENCY REALTY CORPORATION Notes to Consolidated Financial Statements March 31, 1998 1. Summary of Significant Accounting Policies (continued) (c) Statement of Financial Accounting Standards No. 131 The FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("FAS 131"), which is effective for fiscal years beginning after December 15, 1997. FAS 131 establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. Management does not believe that FAS 131 will effect its current disclosures. (d) Emerging Issues Task Force Issue 97-11 Effective March 19, 1998, the Emerging Issues Task Force (EITF) ruled in Issue 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions", that only internal costs of identifying and acquiring non-operating properties that are directly identifiable with the acquired properties should be capitalized, and that all internal costs associated with identifying and acquiring operating properties should be expensed as incurred. The Company had previously capitalized direct costs associated with the acquistion of operating properties as a cost of the real estate. The Company has adopted EITF 97-11 effective March 19, 1998. During 1997, the Company capitalized approximately $1.5 million of internal costs related to acquiring operating properties. Through the effective date of EITF 97-11, the Company has capitalized $474,000 of internal acquisition costs. For the remainder of 1998, the Company expects to incur $1.1 million of internal costs related to acquiring operating properties which will be expensed. (e) Reclassifications Certain reclassifications have been made to the 1997 amounts to conform to classifications adopted in 1998. REGENCY REALTY CORPORATION Notes to Consolidated Financial Statements March 31, 1998 2. Acquisitions of Shopping Centers In February, 1998, the Company entered into an agreement to acquire the shopping centers from various entities comprising the Midland Group ("Midland") consisting of 21 shopping centers plus a development pipeline of 11 shopping centers. Of the 32 centers to be acquired or developed, 31 are anchored by Kroger, or its affiliate. Eight of the shopping centers included in the development pipeline will be owned through a joint venture in which the Company will own less than a 50% interest upon completion of construction. The Company acquired 13 of the Midland shopping centers during March, 1998 containing 1.3 million SF for approximately $111 million. During the second quarter, the Company will acquire the remaining shopping centers and the development pipeline. During 1998, 1999 and 2000, the Company may pay approximately $236 million, including contingent consideration of $23 million, for the properties through the issuance of units of RCLP, the payment of cash and the assumption of debt. During the first quarter of 1998, the Company acquired a total of 15 shopping centers for approximately $142.7 million (the "1998 Acquisitions"), which includes the 13 properties acquired from Midland. In March, 1997, the Company acquired 26 shopping centers from Branch Properties ("Branch") for $232.4 million. Additional Units and shares of common stock may be issued after the first, second and third anniversaries of the closing with Branch (each an "Earn-Out Closing"), based on the performance of the properties acquired. The formula for the earn-out provides for calculating any increases in value on a property-by-property basis, based on any increases in net income for the properties acquired, as of February 15 of the year of calculation. The earn-out is limited to 722,997 Units at the first Earn-Out Closing and 1,020,061 Units for all Earn-Out Closings (including the first Earn-Out Closing). During March, 1998, the Company issued 722,997 Units and shares valued at $18.2 million to the partners of Branch. 3. Mortgage Loans Payable and Unsecured Line of Credit The Company's outstanding debt at March 31, 1998 and December 31, 1997 consists of the following: 1998 1997 ---- ---- Mortgage Loans Payable: Fixed rate secured loans $ 267,064,528 199,078,264 Variable rate secured loans 38,466,843 30,840,978 Unsecured line of credit 90,231,185 48,131,185 ------------ ----------- Total $ 395,762,556 278,050,427 ============ =========== During March, 1998, the Company modified the terms of its unsecured line of credit (the "Line") by increasing the commitment to $300 million, reducing the interest rate, and incorporating a competitive bid facility of up to $150 million of the commitment amount. Maximum availability under the Line is subject to a pool of unencumbered assets which cannot have an aggregate value less than 175% of the amount of the Company's outstanding unsecured liabilities. The Line matures in May 2000, but may be extended annually for one year periods. Borrowings under the Line bear interest at a variable rate based on LIBOR plus a specified spread, (.875% currently), which is dependent on the Company's investment grade rating. The Company's ratings are currently Baa2 from Moody's Investor Service, BBB from Duff and Phelps, and BBB- from Standard and Poors. The Company is required to comply with certain financial covenants consistent with this type of unsecured financing. The Line is used primarily to finance the acquisition and development of real estate, but is available for general working capital purposes. REGENCY REALTY CORPORATION Notes to Consolidated Financial Statements March 31, 1998 3. Mortgage Loans Payable and Unsecured Line of Credit (continued) Mortgage loans are secured by certain real estate properties, but generally may be prepaid subject to a prepayment of a yield-maintenance premium. Unconsolidated partnerships and joint ventures had mortgage loans payable of $9,850,128 at March 31, 1998, and the Company's share of these loans was $1,714,101. Mortgage loans are generally due in monthly installments of interest and principal and mature over various terms through 2017. Variable interest rates on mortgage loans are currently based on LIBOR plus a spread in a range of 125 basis points to 150 basis points. Fixed interest rates on mortgage loans range from 7.04% to 9.8%. During the first quarter of 1998, the Company assumed mortgage loans with a face value of $70,200,574 related to the acquisition of shopping centers. The Company has recorded the loans at fair value which created debt premiums of $4,281,311 related to assumed debt based upon the above market interest rates of the debt instruments. Debt premiums are being amortized over the terms of the related debt instruments. As of March 31, 1998, scheduled principal repayments on mortgage loans payable and the unsecured line of credit were as follows: 1998 $ 23,533,027 1999 22,779,732 2000 156,414,630 2001 47,019,657 2002 37,494,951 Thereafter 104,239,238 ----------- Subtotal 391,481,245 Net unamortized debt premiums 4,281,311 ----------- Total $ 395,762,556 =========== REGENCY REALTY CORPORATION Notes to Consolidated Financial Statements March 31, 1998 4. Earnings Per Share The following summarizes the calculation of basic and diluted earnings per share for the three months ended, March 31, 1998 and 1997 (in thousands except per share data):
1998 1997 ---- ---- Basic Earnings Per Share (EPS) Calculation: Weighted average common shares outstanding 24,727 11,182 ====== ====== Net income for common stockholders $ 19,556 4,037 Less: dividends paid on Class B common stock 1,344 1,285 ------ ------ Net income for Basic EPS $ 18,212 2,752 ====== ====== Basic EPS $ .74 .25 ====== ====== Diluted Earnings Per Share (EPS) Calculation: Weighted average shares outstanding for Basic EPS 24,727 11,182 Redeemable operating partnership units 972 939 Class B common stock equivalents, if dilutive (a) 2,975 - Incremental shares to be issued under common stock options using the Treasury method 54 100 Contingent units or shares for the acquisition of real estate 334 310 ------ ------ Total diluted shares 29,063 12,530 ====== ====== Net income for Basic EPS $ 18,212 2,752 Add: dividends paid on Class B common stock 1,344 - Add: minority interest of redeemable partnership units 594 634 ------ ------ Net income for Diluted EPS $ 20,150 3,386 ====== ====== Diluted EPS $ .69 .25 ====== ======
(a) Class B common stock is not included in the 1997 calculation of diluted earning per share because it is anti-dilutive. PART II Item 1. Legal Proceedings None Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands). The following discussion should be read in conjunction with the accompanying Consolidated Financial Statements and Notes thereto of Regency Realty Corporation (the "Company") appearing elsewhere in this Form 10-Q, and with the Company's Form 10-K dated December 31, 1997. Certain statements made in the following discussion may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve unknown risks and uncertainties of business and economic conditions pertaining to the operation, acquisition, or development of shopping centers including the retail business sector, and may cause actual results of the Company in the future to significantly differ from any future results that may be implied by such forward-looking statements. Organization The Company is a qualified real estate investment trust ("REIT") which began operations in 1993. The Company invests in real estate primarily through its general partnership interest in Regency Centers, L.P., ("RCLP") an operating partnership in which the Company currently owns approximately 95% of the outstanding partnership units ("Units"). Of the 121 properties included in the Company's portfolio at March 31, 1998, 99 properties were owned either fee simple or through partnerships interests by RCLP. At March 31, 1998, the Company had an investment in real estate of approximately $992 million of which $779 million or 79% was owned by RCLP. Shopping Center Business The Company's principal business is owning, operating and developing grocery anchored neighborhood infill shopping centers. Infill refers to shopping centers within a targeted investment market offering sustainable competitive advantages such as barriers to entry resulting from zoning restrictions, growth management laws, or limited new competition from development or expansions. The Company's properties summarized by state including their gross leasable areas (GLA) follows:
Location March 31, 1998 December 31, 1997 -------- -------------- ----------------- # Properties GLA % Leased # Properties GLA % Leased ------------- ----------- -------- ----------- ---------- -------- Florida 44 5,310,720 91.9% 45 5,267,894 91.5% Georgia 27 2,717,511 93.2% 25 2,539,507 92.4% North Carolina 12 1,239,667 96.8% 6 554,332 99.0% Ohio 11 1,575,530 93.9% 2 629,920 89.1% Alabama 5 516,080 99.9% 5 516,080 99.9% Texas 5 464,552 86.1% - - - Colorado 5 441,049 82.8% - - - Tennessee 4 295,257 90.2% 3 208,386 98.5% Kentucky 1 205,060 93.1% - - - South Carolina 1 79,743 88.7% 1 79,743 84.3% Virginia 2 197,324 98.1% - - - Michigan 1 85,478 99.0% - - - Missouri 1 82,498 99.8% - - - Mississippi 2 185,061 97.8% 2 185,061 96.9% ---------- ---------- ------- ----------- --------- ------- Total 121 13,395,530 92.9% 89 9,980,923 92.8% ========== ========== ======= =========== ========== ========
The Company is focused on building a platform of grocery anchored neighborhood shopping centers because grocery stores provide convenience shopping of daily necessities, foot traffic for adjacent local tenants, and should withstand adverse economic conditions. The Company's current investment markets have continued to offer strong stable economies, and accordingly, the Company expects to realize growth in net income as a result of increasing occupancy in the portfolio, increasing rental rates, development and acquisition of shopping centers in targeted markets, and redevelopment of existing shopping centers. The following table summarizes the four largest tenants occupying the Company's shopping centers: Average Number of % of % of Annual Remaining Lease Grocery Anchor Stores Total GLA Base Rent Term ------------- --------- --------- ----------- --------------- Kroger (*) 37 16.2% 16.5% 20 yrs Publix 29 9.3% 7.1% 12 yrs Winn Dixie 15 5.1% 4.3% 11 yrs Harris Teeter 4 1.4% 2.0% 16 yrs (*) includes properties under development scheduled for opening in 1998 and 1999. Excluding development properties, Kroger would represent 11% of GLA and 10.7% of annual base rent. Acquisition and Development of Shopping Centers During the first quarter of 1998, the Company acquired 15 shopping centers for approximately $142.7 million (the "1998 Acquisitions"). In February, 1998, the Company entered into an agreement to acquire the shopping centers from various entities comprising the Midland Group ("Midland") consisting of 21 shopping centers plus a development pipeline of 11 shopping centers. Of the 32 centers to be acquired or developed, 31 are anchored by Kroger, or its affiliate. Eight of the shopping centers included in the development pipeline will be owned through a joint venture in which the Company will own less than a 50% interest upon completion of construction. The Company acquired 13 of the Midland shopping centers during March, 1998 containing 1.3 million SF for approximately $111 million. During the second quarter, the Company will acquire the remaining shopping centers and the development pipeline. During 1998, 1999 and 2000, the Company may pay approximately $236 million, including contingent consideration of $23 million, for the properties through the issuance of units of RCLP, the payment of cash and the assumption of debt. The property and grocery anchor information provided above includes the remaining properties acquired from Midland during the second quarter of 1998. The Company acquired 35 shopping centers during 1997 (the "1997 Acquisitions") for approximately $395.7 million. The 1997 Acquisitions include the acquisition of 26 shopping centers from Branch Properties ("Branch") for $232.4 million in March, 1997. The real estate acquired from Branch included 100% fee simple interests in 20 shopping centers, and also partnership interests (ranging from 50% to 93%) in four partnerships with outside investors that owned six shopping centers. The Company was also assigned the third party property management contracts of Branch on approximately 3 million SF of shopping center GLA that generate management fees and leasing commission revenues. Additional Units and shares of common stock may be issued after the first, second and third anniversaries of the closing with Branch (each an "Earn-Out Closing"), based on the performance of the properties acquired. The formula for the earn-out provides for calculating any increases in value on a property-by-property basis, based on any increases in net income for the properties acquired, as of February 15 of the year of calculation. The earn-out is limited to 722,997 Units at the first Earn-Out Closing and 1,020,061 Units for all Earn-Out Closings (including the first Earn-Out Closing). During March, 1998, the Company issued 722,997 Units and shares valued at $18.2 million to the partners of Branch. Liquidity and Capital Resources Net cash provided by operating activities was $16.1 million and $14.2 million for the three months ended March 31, 1998 and 1997, respectively, and is the primary source of funds to pay dividends and distributions on outstanding common stock and Units, maintain and operate the shopping centers, and pay interest and scheduled principal reductions on outstanding debt. Changes in net cash provided by operating activities is further discussed below under results from operations. Net cash used in investing activities was $46.1 million and $ 55.7 million, during 1998 and 1997, respectively, as discussed above in Acquisitions and Development of Shopping Centers. Net cash provided by financing activities was $30.1 million and $47.8 million during 1998 and 1997, respectively. The Company paid dividends and distributions of $12.3 million and $5.8 million, during 1998 and 1997, respectively (see Funds from Operations below for further discussion on payment of dividends). In 1998, the Company increased its quarterly common dividend and distribution per Unit to $.44 per share vs. $.42 per share in 1997, had more outstanding common shares and Units in 1998 vs. 1997; and accordingly, expects dividends and distributions paid during 1998 to increase substantially over 1997. The Company's total indebtedness at March 31, 1998 and 1997 was approximately $395.8 million and $304.9 million, respectively, of which $267.1 million and $171.7 million had fixed interest rates averaging 7.5% and 7.7%, respectively. The weighted average interest rate on total debt at March 31, 1998 and 1997 was 7.3% and 7.6%, respectively. During 1998, the Company, as part of its acquisition activities, assumed debt with a fair value of $74.5 million. The cash portion of the purchase price for the 1998 and 1997 Acquisitions was financed from the Company's line of credit (the "Line"). At March 31, 1998 and 1997, the balance of the Line was $90.2 million and $104.9 million, respectively. The Line has a variable rate of interest currently equal to the London Inter-bank Offered Rate ("LIBOR") plus 87.5 basis points. In March, 1998, RCLP entered into an agreement with the banks that provide the Line to increase the unsecured commitment amount to $300 million, provide for a $150 million competitive bid facility, and reduce the interest rate on the line based upon achieving an investment grade rating. During the first quarter of 1998, RCLP received investment grade ratings from Moody's of Baa2, Duff and Phelps of BBB, and S&P of BBB-. The Company qualifies and intends to continue to qualify as a REIT under the Internal Revenue Code. As a REIT, the Company is allowed to reduce taxable income by all or a portion of its distributions to stockholders. As distributions have exceeded taxable income, no provision for federal income taxes has been made. While the Company intends to continue to pay dividends to its stockholders, the Company will reserve such amounts of cash flow as it considers necessary for the proper maintenance and improvement of its real estate, while still maintaining its qualification as a REIT. The Company's real estate portfolio has grown substantially during 1998 as a result of the acquisitions discussed above. The Company intends to continue to acquire and develop shopping centers during 1998, and expects to meet the related capital requirements from borrowings on the Line, and from additional public equity and debt offerings. Because such acquisition and development activities are discretionary in nature, they are not expected to burden the Company's capital resources currently available for liquidity requirements. The Company expects that cash provided by operating activities, unused amounts available under the Line, and cash reserves are adequate to meet liquidity requirements. Results from Operations Comparison of March 31, 1998 to 1997 Revenues increased $12.9 million or 73% to $30.7 million in 1998. The increase was due primarily to the 1998 Acquisitions and 1997 Acquisitions providing increases in revenues of $11.8 million during 1998. At March 31, 1998, the real estate portfolio contained approximately 13.4 million SF, was 92.9% leased and had average rents of $9.36 per SF. Minimum rent increased $9.8 million or 78%, and recoveries from tenants increased $1.7 million or 56%. On a same property basis (excluding the 1998 and 1997 Acquisitions) revenues increased $294,000 or 2%, primarily due to higher percentage rents. Revenues from property management, leasing, brokerage, and development services provided on properties not owned by the Company were $2.5 million in 1998 compared to $1.6 million in 1997, the increase due primarily to fees earned from third party property management and leasing contracts acquired as part of the acquisition of Branch. During the first quarter of 1998, the Company sold three office buildings and a parcel of land for $26.7 million, and recognized a gain on the sale of $10.2 million. The Company expects to sell its one remaining office building during 1998 resulting in the Company's real estate portfolio being comprised entirely of neighborhood shopping centers. The proceeds from the sale were applied toward the purchase price of the 1998 acquisitions. Operating expenses increased $6.4 million or 69% to $15.8 million in 1998. Combined operating and maintenance, and real estate taxes increased $2.6 million or 60% during 1998 to $6.9 million. The increases are due to the 1998 and 1997 Acquisitions generating operating and maintenance expenses and real estate tax increases of $2.5 million during 1998. On a same property basis, operating and maintenance expenses and real estate taxes increased $169,000, or 2%. General and administrative expenses increased 55% during 1998 to $3.4 million due to the hiring of new employees and related office expenses necessary to manage the shopping centers acquired during 1998 and 1997, as well as, the shopping centers that the Company began managing for third parties during 1997. Depreciation and amortization increased $2.6 million during 1998 or 92% primarily due to the 1998 and 1997 Acquisitions generating $2.6 million in depreciation and amortization. Interest expense increased to $5.2 million in 1998 from $3.7 million in 1997 or 40% due to increased average outstanding loan balances related to the financing of the 1998 and 1997 Acquisitions on the Line and the assumption of debt. Net income for common stockholders was $19.6 million in 1998 vs. $4.0 million in 1997, a $15.5 million or 384% increase for the reasons previously described. Diluted earnings per share in 1998 was $0.69 vs. $0.25 in 1997 due to the increase in net income combined with the dilutive impact from the increase in weighted average common shares and equivalents of 13.6 million primarily due to the acquisition of Branch, the issuance of shares to SC-USREALTY during 1997, and the public offering completed in July, 1997. Funds from Operations The Company considers funds from operations ("FFO"), as defined by the National Association of Real Estate Investment Trusts as net income (computed in accordance with generally accepted accounting principles) excluding gains (or losses) from debt restructuring and sales of income producing property held for investment, plus depreciation and amortization of real estate, and after adjustments for unconsolidated investments in real estate partnerships and joint ventures, to be the industry standard for reporting the operations of real estate investment trusts ("REITs"). Adjustments for investments in real estate partnerships are calculated to reflect FFO on the same basis. While management believes that FFO is the most relevant and widely used measure of the Company's performance, such amount does not represent cash flow from operations as defined by generally accepted accounting principles, should not be considered an alternative to net income as an indicator of the Company's operating performance, and is not indicative of cash available to fund all cash flow needs. Additionally, the Company's calculation of FFO, as provided below, may not be comparable to similarly titled measures of other REITs. FFO increased by 116% from 1997 to 1998 as a result of the acquisition activity discussed above under "Results of Operations". FFO for the three months ended March 31, 1998 and 1997 are summarized in the following table: 1998 1997 ---- ---- Net income for common stockholders $ 19,556 4,037 Add (subtract): Real estate depreciation and amortization, net 5,209 2,756 Gain on sale of operating property (9,336) - Minority interests in net income of redeemable partnership units 594 634 ------ ----- Funds from operations $ 16,024 7,426 ====== ===== Cash flow provided by (used by): Operating activities $ 16,124 14,197 Investing activities (46,152) (55,713) Financing activities 30,149 47,852 New Accounting Standards and Accounting Changes The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("FAS 130"), which is effective for fiscal years beginning after December 15, 1997. FAS 130 establishes standards for reporting total comprehensive income in financial statements, and requires that Companies explain the differences between total comprehensive income and net income. Management has adopted this statement in 1998. No differences between total comprehensive income and net income existed in the interim financial statements reported at March 31, 1998 and 1997. The FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("FAS 131"), which is effective for fiscal years beginning after December 15, 1997. FAS 131 establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. Management does not believe that FAS 131 will effect its current disclosures. Effective March 19, 1998, the Emerging Issues Task Force (EITF) ruled in Issue 97-11, "Accounting for Internal Costs Relating to Real Estate Property Acquisitions", that only internal costs of identifying and acquiring non-operating properties that are directly identifiable with the acquired properties should be capitalized, and that all internal costs associated with identifying and acquiring operating properties should be expensed as incurred. The Company had previously capitalized direct costs associated with the acquisition of operating properties as a cost of the real estate. The Company has adopted EITF 97-11 effective March 19, 1998. During 1997, the Company capitalized approximately $1.5 million of internal costs related to acquiring operating properties. Through the effective date of EITF 97-11, the Company has capitalized $474,000 of internal acquisition costs. For the remainder of 1998, the Company expects to incur $1.1 million internal costs related to acquiring operating properties which will be expensed. Environmental Matters The Company like others in the commercial real estate industry, is subject to numerous environmental laws and regulations and the operation of dry cleaning plants at the Company's shopping centers is the principal environmental concern. The Company believes that the dry cleaners are operating in accordance with current laws and regulations and has established procedures to monitor their operations. Based on information presently available, no additional environmental accruals were made and management believes that the ultimate disposition of currently known matters will not have a material effect on the financial position, liquidity, or operations of the Company. Inflation Inflation has remained relatively low during 1998 and 1997 and has had a minimal impact on the operating performance of the shopping centers, however, substantially all of the Company's long-term leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive percentage rentals based on tenants' gross sales, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses are often related to increases in the consumer price index or similar inflation indices. In addition, many of the Company's leases are for terms of less than ten years, which permits the Company to seek increased rents upon re-rental at market rates. Most of the Company's leases require the tenants to pay their share of operating expenses, including common area maintenance, real estate taxes, insurance and utilities, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. Year 2000 System Compliance The Company has conducted a comprehensive review of its computer systems to identify the systems that could be affected by the "Year 2000" problem and is in process of resolving the issue. During 1997, the Company converted its operating system, and its general accounting and lease administration software systems to versions containing modifications that corrected for the Year 2000 problem. The Company will continue to assess its other internal systems and reprogram or upgrade as necessary, however, the cost to convert remaining systems is not expected to have a material affect on the Company's financial position. The Company is also reviewing the Year 2000 system conversions of other companies of which it does business in order to determine their compliance. Item 6. Exhibits and Reports on Form 8-K A. Exhibits 10. Material Contracts: (a) Contribution Agreement, dated November 3, 1997 between Cobb-Powers Ferry/Southside Associates, L.P., a Georgia limited partnership, as Seller, and RRC Acquisitions, Inc., a Florida corporation and wholly-owned subsidiary of the Company, as Buyer relating to the acquisition of Delk Spectrum Shopping Center. (b) Purchase and Sale Agreement, dated October 7, 1997 between Bloomingdale Associates, Ltd., a Florida limited partnership, as Seller, and RRC Acquisitions, Inc., a Florida corporation and wholly-owned subsidiary of the Company, as Buyer relating to the acquisition of Bloomingdale Square. (c) Credit Agreement dated March 27, 1998 by and among Regency Centers, L.P., a Delaware limited partnership (the "Borrower")., Regency Realty Corporation, a Florida corporation (the "Parent"), each of the financial institutions initially a signatory hereto together with their assignees under Section 12.8 (the "Lenders", First Union National Bank, as co-agent, Nationsbank, NA, as co-agent, Wachovia Bank, NA, as co-agent and Wells Fargo Bank, National Association, as contractual representative of the Lenders to the extent and in the manner provided in Article XI. (d) Exhibit to Credit Agreement dated March 27, 1998 - Form of Assignment and Acceptance Agreement. Reports on Form 8-K: A report on Form 8-K was filed on February 4, 1998 reporting under Item 5. Pending Acquisition of the Midland Group to include audited financial statements as of December 31, 1996 and pro forma condensed consolidated financial statements of operations for the nine months ended September 30, 1997. A report on Form 8-K/A was filed on March 19, 1998 reporting under Item 2. Acquisition or Disposition of Assets for the Midland Group acquisition. 27. Financial Data Schedule March 31, 1998 Restated March 31, 1997 Restated December 31, 1996 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 15, 1998 REGENCY REALTY CORPORATION By: /s/ J. Christian Leavitt Vice President, Treasurer and Secretary
                                              CONTRIBUTION AGREEMENT


         THIS  AGREEMENT  is made as of the 3rd day of November,  1997,  between
COBB-POWERS  FERRY/SOUTHSIDE  ASSOCIATES,  L.P., a Georgia  limited  partnership
("Seller"),  and RRC ACQUISITIONS,  INC., a Florida corporation,  its designees,
successors and assigns ("Buyer").

                                                    Background

         Seller owns a shopping center in Marietta,  Cobb County, Georgia, known
as "Delk Spectrum Shopping Center".  The Shopping Center contains  approximately
_________  square feet of leasable store area on  approximately  ______ acres of
land. Buyer intends to acquire or to form a limited  partnership (the "Acquiring
Partnership")  to  acquire  the  Shopping  Center,  and  Seller  is  willing  to
contribute the Shopping Center to the Acquiring Partnership in exchange for cash
and partnership units in the Acquiring Partnership, as hereinafter provided.

         NOW,  THEREFORE,  in consideration of the mutual agreements herein, and
other  good  and  valuable  consideration,   the  receipt  of  which  is  hereby
acknowledged,  Seller  agrees  to  contribute  the  Property  to  the  Acquiring
Partnership  and Buyer agrees to cause the Acquiring  Partnership to acquire the
Property, on and subject to the following terms and conditions:

                                                  1.  DEFINITIONS

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

         1.1 Agreement means this agreement as it may be amended in writing from
time to time.

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

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

         1.4 Buyer means RRC Acquisitions,  Inc., its designees,  successors and
assigns, including without limitation Acquiring Partnership.

         1.5  Closing  means  generally  the  execution  and  delivery  of those
documents  and funds  necessary  to effect the sale or exchange of the  Shopping
Center.

         1.6 Closing Date means the date which is the eleventh  (11th)  business
day following the end of the Inspection Period.







         1.7 Contracts means all service  contracts and agreements  affecting or
pursuant to which persons furnish services to or for the benefit of the Property
or enumerated on Exhibit attached hereto.

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

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

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

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


                                                        -2-





     1.12     Escrow Agent means Chicago Title Insurance Company, whose address
is 5775-C Peachtree-Dunwoody Road, Suite 200, Atlanta, Georgia 30342 (Attn: Ms.
Linda Andreozzi) (Fax 404/303-6307), or any successor Escrow Agent.

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

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

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

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

         1.17  Inspection  Period  means the  period of time  which  expires  at
midnight on the  forty-fifth  (45th) day following the full execution  hereof by
Seller and Buyer and delivery of an executed counterpart to Escrow Agent.

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

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

         1.20     Nationwide means Nationwide Life Insurance Company.

         1.21  Partnership  Agreement  means  generally the form of Agreement of
Limited Partnership for the Acquiring  Partnership  attached hereto as Exhibit ,
the specific  terms of which are to be negotiated by Seller and Buyer during the
Inspection Period.

         1.22 Partnership  Units means units  representing  limited  partnership
interests in the Acquiring Partnership.


                                                        -3-





         1.23 Permitted Exceptions,  when referring to the Property,  means only
the following interests, liens and encumbrances:

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

                  (b) Deed to Secure  Debt  dated  April 9, 1992 from  Seller to
Nationwide,  securing  a note of even  date  therewith  in the  face  amount  of
$9,000,000.00, (the "Surviving Mortgage"), recorded in Deed Book 6582, Page 0001
of the Cobb County, Georgia, Records.

                  (c)      Rights of tenants under Leases; and

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

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

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

         1.26 Purchase Price means the consideration  agreed to be paid by Buyer
for the  acquisition  of the  Shopping  Center,  either  in the  form of cash or
partnership units in the Acquiring Partnership, as set forth in Section .

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

         1.28  Redemption  Agreement  means  generally  the  form of  Redemption
Agreement for the  Partnership  Units attached  hereto as Exhibit , the specific
terms of which are to be  negotiated  by Seller and Buyer during the  Inspection
Period.

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


                                                        -4-





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

         1.31 Seller  means  Cobb-Powers  Ferry/Southside  Associates,  L.P.,  a
Georgia limited partnership.

         1.32 Seller  Financial  Statements means the profit and loss statements
of Seller  concerning the Property as of and for the two (2) calendar years next
preceding  the date of this  Agreement  and all  monthly  reports  of income and
expense for the  Property,  audited if audits  have been made,  and in any event
consistent  with the  accounting  principles  utilized  by Seller in its regular
annual  financial  reporting,  for each month beginning after the latest of such
calendar years, and ending prior to Closing.

         1.33  Shopping  Center  means  Delk  Spectrum  Shopping  Center  in its
entirety, as identified on the initial page hereof.

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

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

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

         1.37  Title  Insurance  means  an ALTA  Form B Owners  Policy  of Title
Insurance in the amount of the Purchase Price,  insuring marketable title to the
Property in Buyer or Acquiring  Partnership,  as the case may be, in fee simple,
as of the Closing  Date,  subject only to the  Permitted  Exceptions,  issued by
Chicago Title Insurance Company.

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


                                                        -5-





                                          2.  PURCHASE PRICE AND PAYMENT

         2.1      Purchase Price; Payment.

                  (a)  Purchase  Price and  Terms.  The  Purchase  Price for the
Property is $13,415,139,  less the principal balance of the Surviving  Mortgage,
payable  by  exchanging  for the  Property  Partnership  Units in the  Acquiring
Partnership  having an aggregate value equal to the Purchase Price,  adjusted by
the allocations and adjustments provided herein. The number of Partnership Units
to be issued to Seller shall be established  by dividing such adjusted  Purchase
Price by the  average  closing  price of a share of the common  stock of Regency
Realty Corporation,  a Florida corporation ("Regency"),  over the twenty trading
days  immediately  preceding  Closing  on the New York  Stock  Exchange  (or the
exchange or quotation system on which the common stock of Regency is then listed
for trading).

                  (b)  Closing  Allocations.  There  shall be prorated as of the
Allocation  Date,  all cash  receipts and  expenditures  of the Property for the
month in which the  Closing  occurs,  interest  on the  Surviving  Mortgage,  ad
valorem real and personal  property  taxes and other items of income and expense
which would customarily be prorated,  all as of midnight on the Allocation Date.
Any  escrow  deposits  held by the  holder of the  Surviving  Mortgage  shall be
credited to Seller and transferred to Buyer at Closing.

                  (c) Post-Closing Receipts and Expenses. Seller shall reimburse
Buyer for expenses of the Property which are billed or discovered  after Closing
and paid by Buyer,  but which cover periods ending on or prior to the Allocation
Date,  and Buyer  shall  pay to Seller  any  rents,  percentage  rents or tenant
reimbursements paid to Seller after the Allocation Date but which are applicable
to periods on or prior to the  Allocation  Date  within  thirty  (30) days after
receipt  or  billing  by Buyer.  Seller  shall  have no  obligation  to  collect
delinquencies,  but should it collect any  delinquent  rents or other sums which
cover periods prior to the Allocation Date and to which Seller shall be entitled
but for which it shall have  received no  distribution  or other  credit,  Buyer
shall remit same to Seller within thirty (30) days after receipt, less any costs
of  collection.  Buyer  shall  retain  any  rents,  percentage  rents or  tenant
reimbursements   received  after  Closing  which  are  attributable  to  periods
occurring after the Allocation  Date.  Undesignated  receipts after Closing from
tenants in the Shopping  Center shall be applied first to then current rents and
reimbursements  for such tenant(s),  then to delinquent rents and reimbursements
attributable to post-Allocation  Date periods,  and then to pre-Allocation  Date
periods.

                  (d) Partnership Agreement of Acquiring Partnership. During the
Inspection  Period Buyer and Seller shall agree upon the final provisions of the
Partnership  Agreement and the Redemption  Agreement.  It is intended that Buyer
(or its  affiliate)  shall be the general  partner and that Seller  shall be the
sole limited  partner of the  Acquiring  Partnership.  Buyer (or its  affiliate)
shall have full, exclusive and

                                                        -6-





complete  authority  and  discretion  to manage  and  control  the  business  of
Acquiring  Partnership  and shall make all  decisions  affecting the business of
such Acquiring Partnership.  Under the terms of the Redemption Agreement Seller,
as the limited  partner of  Acquiring  Partnership,  shall have the right at any
time beginning on the first  anniversary of the Closing to require the Acquiring
Partnership to acquire all of its Partnership Units in the Acquiring Partnership
in exchange  for common  stock of Regency on the basis of one Regency  share for
each unit exchanged (the "Put Price"), provided that such shares shall have such
restrictions  as are agreed upon in the Redemption  Agreement.  If such exercise
results in a fractional share, the Acquiring  Partnership shall pay cash in lieu
thereof in an amount equal to such fraction multiplied times the average closing
price of the shares during the twenty (20)  business days  preceding the date of
Seller's  notice.  The Acquiring  Partnership  may elect to pay the Put Price in
cash  instead of shares  with  respect to all or any  portion of the units to be
exchanged.  The Redemption  Agreement  will also contain  provisions (i) dealing
with the general  partner's  obligation to retain for a period not less than ten
(10) years after Closing,  secured debt  encumbering the Property  initially not
less  than  the  outstanding  balance  of  the  Surviving  Mortgage,  amortizing
thereafter  at the same  rate as the  Surviving  Mortgage  (as if there  were no
balloon),  and (ii) restricting the Acquiring  Partnership from disposing of the
Property (other than by a "section 1031 exchange" or similar  transaction) for a
period  not less than ten (10)  years  after  Closing,  provided  in the case of
either  (i) or (ii)  Seller  retains  no less than  fifty  percent  (50%) in the
aggregate  of the  Partnership  Units in the  Acquiring  Partnership  which  are
originally issued to Seller at Closing.

                  (e) Compliance with Surviving Mortgage.  Seller shall keep the
Surviving  Mortgage in good standing,  without  default,  during the pendency of
this Agreement.

         2.2 Earnest  Money  Deposit.  An Earnest Money Deposit in the amount of
$10,000  shall be delivered to Escrow Agent within three (3) business days after
full execution of this  Agreement by the parties.  The Escrow Agent shall invest
the Earnest Money Deposit in an interest bearing account at First Union National
Bank. This Agreement may be terminated by Seller if the Earnest Money Deposit is
not received by Escrow Agent by such  deadline.  The Earnest Money Deposit shall
be  returned  to Buyer at  Closing or in the case of a cash  purchase,  credited
against the Purchase Price and delivered to Seller.

         2.3      Closing Costs.

                  (a)      Seller shall pay:

             (1)      Transfer taxes imposed upon the transactions contemplated
hereby, if any;


                                                        -7-





              (2)      Costs, if any, of curing title defects and recording any
curative title documents;

           (3)      That portion of the transfer fee, if any, and out of pocket
costs and  expenses  of  Nationwide,  such as  attorneys  fees,  charged  to the
borrower by Nationwide in connection with this  transaction not paid by Buyer as
provided below; and

                           (4) Costs and fees of their respective counsel.

                  (b)      Buyer shall pay:

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

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

                           (3)      Cost of a Survey of the Property;

            (4)      Cost of title insurance and the cost of recording the deed
and the partnership certificate of the Acquiring Partnership;

                           (5)      Cost of creating the Acquiring Partnership;

          (6)      $45,000 of the aggregate of the transfer fee, if any, and out
of pocket costs, such as attorneys fees, charged to the borrower by Nationwide
in connection with this transaction;

                     (7)      Brokerage commissions to Ben Carter Associates in
connection with this transaction, up to a maximum of one and one-half percent
(1.5%)of the Purchase Price; and

                           (8)      Buyer's attorneys' fees.

         2.4 Lease to Seller.  At Closing  Seller and Buyer will execute a lease
on Buyer's  standard  form lease  pursuant  to which  Buyer will lease to Seller
certain storage space at the rear of the Shopping Center currently being used by
Seller.  The  term of such  lease  will be five  (5)  years,  subject  to  early
termination (i) by Seller on thirty (30) days prior written notice;  and (ii) by
Buyer (A) if Buyer  determines  in good faith that it needs the leased  premises
for  expansion  space in the Shopping  Center for an existing or new tenant into
space  contiguous  to the leased  premises,  upon ninety (90) days prior written
notice  (Buyer  agreeing to give Seller  prompt  notice of the  commencement  of
substantive negotiations concerning such expansion); or (B) after the completion
of the second  lease year,  upon one (1) year(s)  prior  written  notice with or
without cause. While there will be no rent or passthroughs payable by the Seller
as tenant under the

                                                        -8-





lease,  the other  usual  provisions  of Buyer's  form lease will  apply,  to be
negotiated during the Inspection Period.

                                         3.  INSPECTION PERIOD AND CLOSING

         3.1      Inspection Period.

                  (a) Buyer  agrees that it will have the  Inspection  Period to
physically  inspect the  Property,  review the  economic  data,  underwrite  the
tenants and review  their  Leases,  and to otherwise  conduct its due  diligence
review of the  Property and all books,  records and  accounts of Seller  related
thereto.  Buyer hereby  agrees to indemnify  and hold Seller  harmless  from any
damages,  liabilities or claims for property  damage or personal  injury arising
out of such inspection and  investigation  by Buyer or its agents or independent
contractors. Within the Inspection Period, Buyer may, in its sole discretion and
for any reason or no reason, elect to go forward with this Agreement to Closing,
which  election  shall be made by notice to Seller given  within the  Inspection
Period.  If such  notice is not timely  given,  this  Agreement  and all rights,
duties and obligations of Buyer and Seller hereunder, except any which expressly
survive termination,  shall terminate and Escrow Agent shall forthwith return to
Buyer the Earnest Money Deposit. If Buyer so elects to go forward,  Buyer shall,
prior to the close of business on the first (1st)  business  day  following  the
expiration of the  Inspection  Period,  increase the Earnest Money Deposit by an
additional $140,000,  which shall become a part of the Earnest Money Deposit for
all purposes,  none of which shall be refundable except upon the terms otherwise
set forth herein.

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

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


                                                        -9-





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

         3.3 Time and Place of Closing.  Unless otherwise agreed by the parties,
the Closing  shall take place on the Closing Date at the offices of Escrow Agent
at 10:00 A.M.

                       4.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER

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

         4.1  Organization;  Authority.  Seller is duly  organized  as a Georgia
limited  partnership and is validly existing and in good standing under the laws
of the state of Georgia. Seller is not a "foreign person" under Sections 1445 or
897 of  the  Internal  Revenue  Code  nor is  this  transaction  subject  to any
withholding under any state or federal law.

         4.2 Authorization; Validity. The execution, delivery and performance of
this  Agreement  have been duly and validly  authorized by the directors  and/or
partners  of Seller.  This  Agreement  has been duly and  validly  executed  and
delivered  by Seller and  (assuming  the valid  execution  and  delivery of this
Agreement by Buyer)  constitutes a legal,  valid and binding agreement of Seller
enforceable against it in accordance with its terms.

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

         4.4 Sale  Agreements.  The  Property is not subject to any  outstanding
agreement(s) of sale,  option(s),  or other right(s) of third parties to acquire
any interest therein.

         4.5 Litigation. There is no litigation or proceeding pending, or to the
best of Seller's  knowledge,  threatened against Seller or the Property,  except
that which is in Seller's  ordinary course of business and relates to tenants or
insured liability claims.

         4.6  Leases.  There  are no  Leases  affecting  the  Property,  oral or
written,  except as listed on the Rent  Roll,  and any  Leases or  modifications
which may be entered  into  between the date of this  Agreement  and the Closing
Date with the consent

                                                       -10-





of Buyer, not to be unreasonably withheld, conditioned or delayed. Copies of the
Leases, which have been delivered to Buyer or shall be delivered to Buyer within
three (3) days from the date hereof,  are,  true,  correct and  complete  copies
thereof,  subject  to  the  matters  set  forth  on the  Rent  Roll.  Except  as
contemplated  by Section  above,  between the date hereof and the Closing  Date,
Seller will not terminate or modify existing Leases or enter into any new Leases
without the consent of Buyer,  not to be unreasonably  withheld,  conditioned or
delayed.  All of the  Property's  tenant  leases  are in  good  standing  and no
defaults  exist  thereunder  except  as  noted  on the  Rent  Roll.  No  rent or
reimbursement  has been paid more than one (1) month in advance  and no security
deposit has been paid,  except as stated on the Rent Roll.  No tenants under the
Leases are  entitled to interest on any security  deposits.  No tenant under any
Lease has or will be promised any  inducement,  concession or  consideration  by
Seller or by any person acting on behalf of Seller (to the knowledge of Seller),
other than as expressly stated in such Lease, and except as stated therein there
are and will be no side agreements between Seller and any tenant.

         4.7  Financial  Statements.  Each of the  Seller  Financial  Statements
delivered or to be delivered to Buyer  hereunder  has or will have been prepared
in  accordance  with the books and records of Seller and presents  fairly in all
material respects the financial condition,  results of operations and cash flows
for the Property as of and for the periods to which they relate.  There has been
no material  adverse  change in the  operations of the Property or its prospects
since the date of the most recent Seller Financial Statements.  Seller covenants
to furnish promptly to Buyer copies of the Seller Financial  Statements together
with unaudited  updated  monthly  reports for interim  periods  beginning  after
December 31, 1996.  Buyer and its  independent  certified  accountants  shall be
given  access to Seller's  pre-Closing  books and  records  until six (6) months
following  Closing in order that they may verify the  financial  statements.  If
deemed  necessary  by Buyer,  Seller  agrees to execute and deliver to Buyer the
Audit Representation  Letter should Buyer's accountants audit the records of the
Shopping Center.

         4.8  Contracts.  Except for Leases and  Permitted  Exceptions,  and the
Contracts listed in Exhibit attached hereto,  there are no management,  service,
maintenance,  utility or other  contracts or agreements  affecting the Property,
oral or written.  All Contracts are in full force and effect in accordance  with
their  respective  terms,  and all  obligations  of Seller  under the  Contracts
required to be performed to date have been  performed in all material  respects;
no party to any Contract  has  asserted  any claim of default or offset  against
Seller with respect thereto and no event has occurred or failed to occur,  which
would in any way affect the validity or enforceability of any such Contract; and
the copies of the  Contracts  delivered  to Buyer  prior to the date  hereof are
true,  correct  and  complete  copies  thereof.  Between the date hereof and the
Closing,  Seller will fulfill all of its  obligations  under all Contracts,  and
will  not  terminate  or  modify  any  such  Contracts  or  enter  into  any new
contractual  obligations  relating to the Property without the consent of Buyer,
not to be unreasonably withheld, conditioned or delayed.

                                                       -11-






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

         4.10 Surviving  Mortgage.  The outstanding  principal balance under the
Surviving Mortgage is $____________ as of the date hereof, and no default exists
thereunder. Interest has been paid through September 30, 1997. Seller shall keep
the Surviving  Mortgage current and in good standing  throughout the pendency of
this  Agreement  and if necessary  shall obtain the consent of Nationwide to the
transaction  contemplated  hereby prior to the end of the Inspection Period. The
transfer  required by the Surviving  Mortgage does not exceed one percent (1.0%)
of the outstanding principal balance secured by the Surviving Mortgage.

         4.11  Permits and Zoning.  There are no material  permits and  licenses
(collectively  referred to as  "Permits")  required to be issued to Seller or to
any managing agent of the Shopping Center by any  governmental  body,  agency or
department  having  jurisdiction  over the Property which materially  affect the
ownership or the use thereof which have not been issued.  The Shopping Center is
properly  zoned for its  present  uses.  There are no  outstanding  assessments,
impact fees or similar charges related to the Property.

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

         4.13  Condemnation.  Neither the whole nor any portion of the Property,
including access thereto or any easement benefitting the Property, is subject to
temporary  requisition  of  use  by  any  governmental  authority  or  has  been
condemned, or taken in any proceeding similar to a condemnation proceeding,  nor
is there now pending any  condemnation,  expropriation,  requisition  or similar
proceeding  against the Property or any portion thereof.  Seller has received no
notice nor has any knowledge that any such proceeding is contemplated.

         4.14 Governmental Matters.  Seller has not entered into any commitments
or  agreements  with any  governmental  authorities  or agencies  affecting  the
Property that have not been  disclosed in writing to Buyer.  Seller has received
no notices from any

                                                       -12-





such governmental  authorities or agencies of uncured violations at the Property
of  building,  fire,  air  pollution  or  zoning  codes,  rules,  ordinances  or
regulations,  environmental  and  hazardous  substances  laws,  or other  rules,
ordinances or  regulations  relating to the Property.  All sales tax for periods
occurring  prior to the  Allocation  Date  shall be  remitted  by  Seller or the
managing  agent  of  the  Shopping  Center  directly  to the  appropriate  state
department of revenue.

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

         4.16     Environmental Matters.

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

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

          (2)      To the best of Seller's knowledge, (i) the Property does not
now contain and to the best of Seller's  knowledge  has not  contained  any: (a)
underground storage tank, (b) material amounts of  asbestos-containing  building
material,  (c) landfills or dumps, (d) drycleaning plant or other facility using
drycleaning  solvents,  except as reflected on the Rent Roll;  or (e)  hazardous
waste management  facility as defined pursuant to the Resource  Conservation and
Recovery Act ("RCRA") or any comparable  state law, and (ii) the Property is not
a site on or nominated for the National  Priority List  promulgated  pursuant to
Comprehensive Environmental Response,  Compensation and Liability Act ("CERCLA")
or any state remedial  priority list  promulgated  or published  pursuant to any
comparable state law; and

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

                  (b) Seller shall indemnify,  hold harmless,  and hereby waives
any claim for  contribution  against  Buyer for any  damages to the extent  they
arise from the inaccuracy or breach of any  representation or warranty by Seller
in this Section of this  Agreement.  This indemnity  shall survive Closing for a
180 day period and shall be in addition to any other  indemnities  contained  in
this Agreement.

         4.17 Consents and  Approvals;  No Violation.  Neither the execution and
delivery  of this  Agreement  by Seller  nor the  consummation  by Seller of the
transactions  contemplated  hereby will (a)  require  Seller to file or register
with, notify, or obtain any permit, authorization,  consent, or approval of, any
governmental or regulatory authority;

                                                       -13-





(b) conflict  with or breach any  provision of the  organizational  documents of
Seller;  (c) violate or breach any  provision of, or constitute a default (or an
event which,  with notice or lapse of time or both,  would constitute a default)
under, any note, bond, mortgage,  indenture, deed of trust, license,  franchise,
permit, lease, contract, agreement or other instrument, commitment or obligation
to which  Seller is a party,  or by which  Seller or the  Property  may be bound
(including without limitation the Surviving  Mortgage,  provided that the holder
of the Surviving Mortgage consents to the transaction  contemplated  hereby); or
(d) violate any order,  writ,  injunction,  decree,  judgment,  statute,  law or
ruling  of any  court or  governmental  authority  applicable  to  Seller or the
Property.

         4.18  Commissions.  Seller has not dealt with nor has any  knowledge of
any broker or other party who has or may have any claim  against Buyer or Seller
for a brokerage  commission or finder's fee or like payment arising out of or in
connection with the transactions  provided herein except Ben Carter  Associates,
whose commission  shall be paid by Buyer.  Seller agrees to indemnify Buyer from
any other such claim arising by, through or under Seller.

                         5.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF BUYER

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

         5.1  Organization;  Authority.  Buyer is a corporation  duly organized,
validly  existing and in good standing  under laws of Florida and has full power
and authority to enter into and perform this  Agreement in  accordance  with its
terms,  and the persons  executing  this  Agreement on behalf of Buyer have been
duly  authorized to do so. Buyer is a wholly owned  subsidiary of Regency Realty
Corporation,  a Florida corporation ("Regency"),  whose common shares are traded
on the New York Stock Exchange. The authorized capital stock of Regency consists
of (i) 150,000,000  shares of Common Stock,  (ii)  10,000,000  shares of special
Common Stock,  $0.01 par value, and (iii) 10,000,000  shares of preferred stock,
$0.01 par value. As of October 23, 1997, there were 23,256,433  shares of Common
Stock issued and  outstanding,  and 2,500,000  shares of Special Common Stock in
the  form of Class B  Non-voting  Common  Stock,  par  value  $0.01  issued  and
outstanding.  The  Class B  Common  Stock is held by a  single  investor  and is
convertible  in stages  beginning in December,  1998,  into a total of 2,975,468
shares of Common Stock.

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


                                                       -14-





         5.3 Consents and  Approvals;  No  Violation.  Neither the execution and
delivery  of this  Agreement  by  Buyer  nor the  consummation  by  Buyer of the
transactions  contemplated  hereby  will (a)  require  Buyer to file or register
with, notify, or obtain any permit, authorization,  consent, or approval of, any
governmental  or regulatory  authority other than the New York Stock Exchange if
the transaction  closes as an exchange for units in Acquiring  Partnership;  (b)
conflict with or breach any provision of the organizational  documents of Buyer;
(c) violate or breach any  provision  of, or  constitute  a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
any note, bond, mortgage,  indenture, deed of trust, license, franchise, permit,
lease,  contract,  agreement or other  instrument,  commitment  or obligation to
which  Buyer is a party,  or by which  Buyer may be bound;  or (d)  violate  any
order, writ, injunction,  decree, judgment,  statute, law or ruling of any court
or governmental authority applicable to Buyer.

         5.4  Commissions.  Buyer has not dealt with nor has Buyer any knowledge
of any  broker or other  party who has or may have any  claim  against  Buyer or
Seller for a brokerage commission or finder's fee or like payment arising out of
or in  connection  with the  transactions  provided  herein  except  Ben  Carter
Associates,  whose commission shall be paid by Buyer.  Buyer agrees to indemnify
Seller from any other such claim arising by, through or under Buyer.

                                                 6.  RISK OF LOSS

         All risk of loss to the  Property  shall  remain upon Seller  until the
conclusion  of the  Closing.  If,  before  Closing any  material  portion of the
Property  is damaged by fire or other  casualty  to the extent  that the cost to
repair such damage would  exceed  $100,000 and cannot be restored by the Closing
Date, or if any material  portion of the Property is taken by eminent  domain or
there is a material  obstruction  of access to the  Improvements  by virtue of a
taking by eminent domain,  or if any casualty or taking would permit a tenant to
modify  or  terminate  its  obligations  under  its  lease  (including   without
limitation rent abatement or reduction), then Seller shall, within ten (10) days
of such damage or taking,  notify Buyer  thereof and Buyer shall have the option
to:

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

                  (b) proceed with the  purchase,  in which event Buyer shall be
entitled to all  amounts due or  collected  under the  insurance  policies or as
condemnation awards. In such event, the insurance deductibles,  if any, shall be
paid to Buyer at Closing.

Should a  casualty  occur  prior to  Closing,  the cost to  repair  for which is
$100,000 or less,  and if such casualty would not permit any tenant to modify or
terminate its lease

                                                       -15-





as  aforesaid,  the  transaction  shall  proceed to  Closing,  the  proceeds  of
insurance  shall be paid to Buyer and the Purchase Price shall be reduced by any
deductible in effect.

                                                 7.  TITLE MATTERS

         7.1      Title.

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

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

                                             8.  CONDITIONS PRECEDENT

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


                                                       -16-





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

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

                  (c) There  shall have been no material  adverse  change in the
Property,  its operations or the Leases.  A&P, Thrift Drug, Outback  Steakhouse,
Blockbuster Video, and no less than eighty percent (80%) of the other tenants by
number in the Property  shall be open for  business at the  Shopping  Center and
paying rent on a current basis.

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

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

                  (f) If applicable,  Seller shall have executed the partnership
agreement of the Acquiring Partnership.

                  (g)  Seller  shall  have   delivered  to  Buyer  or  Acquiring
Partnership the following in form reasonably satisfactory to Buyer:

                (1)   A limited warranty deed and bill of sale to the Property;

                         (2)  An  assignment  of  the  Leases   containing   the
customary
reciprocal indemnities;

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

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

                         (5) All Tenant  Estoppel  Letters  obtained  by Seller,
which must
include A&P, Thrift Drug,  Outback  Steakhouse,  Blockbuster  Video, and no less
than eighty  percent (80%) of the other tenants by number who have signed leases
for any portion of the Property, without any material exceptions,  covenants, or
changes to the form approved by Buyer and  distributed to the tenants by Seller,
the substance of

                                                       -17-





which Tenant  Estoppel  Letters  must be  acceptable  to Buyer in all  respects,
provided that Buyer shall not unreasonably withhold such acceptance(s);

                         (6) The consent of Nationwide to this  transaction  and
an estoppel
letter from Nationwide to Buyer confirming the principal balance and outstanding
accrued but unpaid  interest under the Surviving  Mortgage and any deposits held
by Nationwide thereunder, and further confirming the non-default status and good
standing of the Surviving Mortgage;

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

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

                         (9)   Appropriate   authorizing   affidavits  or  other
certifications of Seller
and/or its partners authorizing the transactions described herein;

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

                        (11)   Materials; and

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

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

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

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


                                                       -18-





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

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

                           (1) The Purchase Price, in accordance with Section ;

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

                  (d)  Nationwide  shall  have  delivered  its  consent  to this
transaction, as contemplated above.

                  (e) If  applicable,  Buyer or its designee shall have executed
the partnership agreement of the Acquiring Partnership.

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

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

                                         9.  PRE-CLOSING BREACH; REMEDIES

         9.1 Breach by Seller. In the event of a breach of Seller's covenants or
warranties  herein  and  failure by Seller to cure such  breach  within the time
provided  for  Closing,  Buyer  may,  at Buyer's  election  (i)  terminate  this
Agreement  and receive a return of the Earnest  Money  Deposit,  and the parties
shall have no further  rights or  obligations  under this  Agreement  (except as
survive  termination);   (ii)  enforce  this  Agreement  by  suit  for  specific
performance  brought  within  ninety  (90) days after the  originally  scheduled
Closing  Date;  or (iii) waive such breach and close the  purchase  contemplated
hereby, notwithstanding such breach.

         9.2 Breach by Buyer.  In the event of a breach of Buyer's  covenants or
warranties  herein  and  failure  of Buyer to cure such  breach  within the time
provided for Closing,  Seller's sole remedy shall be to terminate this Agreement
and retain Buyer's Earnest Money Deposit as agreed  liquidated  damages for such
breach, and upon

                                                       -19-





payment in full to Seller of such  amounts,  the  parties  shall have no further
rights,  claims,  liabilities  or obligations  under this  Agreement  (except as
survive termination).

                                                10.  MISCELLANEOUS

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

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

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

                  As to Seller:     Cobb-Powers Ferry/Southside Associates, L.P.
                                            Attention:  Henry Hirsch
                                            2700 Delk Road, Suite 100
                                            Marietta, Georgia  30067
                                            Facsimile: 770/952-5922

                  With a copy to:           Fine and Block
                                            Attention:  A.J. Block, Jr., Esq.
                                         2060 Mount Paran Road, N.W., Suite 106
                                            Atlanta, Georgia  30327
                                            Facsimile: 404/261-6960

                  As to Buyer:      RRC Acquisitions, Inc.
                                            Attention:  Robert L. Miller
                                            Suite 200, 121 W. Forsyth St.
                                            Jacksonville, Florida 32202
                                            Facsimile: 904/634-3428

                  With a copy to:      Rogers, Towers, Bailey, Jones & Gay, P.A.
                                            Attention:  William E. Scheu, Esq.
                                         1301 Riverplace Boulevard, Suite 1501
                                            Jacksonville, Florida 32207
                                            Facsimile: 904/396-0663


                                                       -20-





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

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

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

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

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

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

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

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

         10.11 Gender; Plural; Singular; Terms. A reference in this Agreement to
any gender,  masculine,  feminine or neuter,  shall be deemed a reference to the
other,  and the  singular  shall be deemed to include the plural and vice versa,
unless the context

                                                       -21-





otherwise requires.  The terms "herein," "hereof,"  "hereunder," and other words
of a similar  nature mean and refer to this  Agreement as a whole and not merely
to the specified  section or clause in which the respective  word appears unless
expressly so stated.

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

         10.13 Survival.  The representations and warranties of Seller and Buyer
shall survive the Closing for one hundred  eighty (180) days.  The  post-Closing
obligations of Seller and Buyer intended to be performed after the Closing shall
survive the Closing and shall be performed as required by this Agreement.

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

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

Witnesses:


                                                     RRC ACQUISITIONS, INC.,
[ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ]             a Florida corporation
Name (Please Print)
Unofficial Witness
                                                     By:
                                                         Its:
[ - - - - - - - - - - - - - - ]
Name (Please Print)                                  Date:    November 3, 1997
Official Witness
                                              Tax Identification No. 59-3210155

                                                              "BUYER"

                                                       -22-







                                            COBB-POWERS FERRY/SOUTHSIDE
                                            ASSOCIATES, L.P., a Georgia limited
                                                     partnership

                                                     By Its General Partner:


[ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ]             a
Name (Please Print)
Unofficial Witness
                                                     By:
                                                         Its:
[ - - - - - - - - - - - - - - ]
Name (Please Print)                       Date:    ______________________, 1997
Official Witness
                                                     Tax Identification No.

                                                              "SELLER"




                                              JOINDER OF ESCROW AGENT


         1. Duties.  Escrow  Agent agrees to receive and hold the Earnest  Money
Deposit in trust, as provided in the foregoing Agreement, in an interest bearing
account at a national  bank  acceptable  to the  parties,  to be  disposed of in
accordance  with the  provisions  of this  joinder and Section of the  foregoing
Agreement.

         2.  Indemnity.  Escrow Agent shall not be liable to either party except
for claims resulting from the gross  negligence or willful  misconduct of Escrow
Agent. If the escrow is involved in any  controversy or litigation,  the parties
hereto  shall  jointly and  severally  indemnify  and hold Escrow Agent free and
harmless from and against any and all loss, cost, damage,  liability or expense,
including  costs of reasonable  attorneys' fees to which Escrow Agent may be put
or which  may  incur by reason of or in  connection  with  such  controversy  or
litigation,  except to the extent it is finally determined that such controversy
or  litigation   resulted  from  Escrow  Agent's  gross  negligence  or  willful
misconduct.  If the indemnity amounts payable hereunder result from the fault of
Buyer or Seller (or their respective agents),  the party at fault shall pay, and
hold the other party harmless against, such amounts.


                                                       -23-





         3.  Conflicting  Demands.  If conflicting  demands are made upon Escrow
Agent with respect to the escrow, the parties hereto expressly agree that Escrow
Agent shall have the absolute right to do either or both of the  following:  (i)
withhold  and stop all  proceedings  in  performance  of this  escrow  and await
settlement  of  the  controversy  by  final  appropriate  legal  proceedings  or
otherwise as it may require;  or (ii) file suit for  declaratory  relief  and/or
interpleader  and  obtain  an order  from the court  requiring  the  parties  to
interplead  and litigate in such court their several  claims and rights  between
themselves.  Upon the filing of any such declaratory relief or interpleader suit
and  tender of the  Earnest  Money  Deposit  to the court,  Escrow  Agent  shall
thereupon  be fully  released and  discharged  from any and all  obligations  to
further  perform the duties or  obligations  imposed  upon it.  Buyer and Seller
agree to  respond  promptly  in  writing  to any  request  by  Escrow  Agent for
clarification,  consent  or  instructions.  Any action  proposed  to be taken by
Escrow  Agent for which  approval of Buyer and/or  Seller is requested  shall be
considered  approved  if  Escrow  Agent  does  not  receive  written  notice  of
disapproval  within  fourteen (14) days after a written  request for approval is
received by the party whose approval is being requested.  Escrow Agent shall not
be required to take any action for which  approval  of Buyer  and/or  Seller has
been sought unless such approval has been received.  No  disbursements  shall be
made, other than as provided in Sections and of the foregoing Agreement, or to a
court in an  interpleader  action,  unless Escrow Agent shall have given written
notice of the proposed  disbursement  to Buyer and Seller and neither  Buyer nor
Seller shall have delivered any written objection to the disbursement  within 14
days after  receipt of Escrow  Agent's  notice.  No notice by Buyer or Seller to
Escrow  Agent of  disapproval  of a proposed  action  shall  affect the right of
Escrow Agent to take any action as to which such approval is not required.

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

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

                                                CHICAGO TITLE INSURANCE COMPANY


                                                     By:
                                                         Its Authorized Agent

                                                 Date:    ______________, 1997


                                                             "ESCROW AGENT"

                                                       -24-





                                                     EXHIBIT

                                            Audit Representation Letter


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



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

Dear Sirs:

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

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

         2. There are no known undisclosed:

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

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

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

         3. There are no known undisclosed:

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







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

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

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

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

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

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

                                                     Very truly yours,

                                                     "Seller/Manager"


                                                     Name
                                                     Title






                                                     EXHIBIT

                                         Service Contracts and Agreements


                                    (To be furnished during Inspection Period)






                                                     EXHIBIT

                                     Form of Agreement of Limited Partnership






                                                     EXHIBIT

                                        Legal Description of Real Property






                                                     EXHIBIT

                            Form of Redemption Agreement for Partnership Units






                                                     EXHIBIT

                                                     Rent Roll






                                                     EXHIBIT

                                              Form of Estoppel Letter

                                            _____________________, 199_


         RE:      ___________________________ (Name of Shopping Center)

Ladies and Gentlemen:

         The undersigned  (Tenant) has been advised that Regency Centers,  Inc.,
or an affiliate, may acquire the above Shopping Center, and we hereby confirm to
you that:

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

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

         3.       As of _________________, monthly minimum rental is $__________
                  a month.

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

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

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






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

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

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

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

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

                                                     Very truly yours,
                                   -------------------------------------------
                                   ____________________________________(Tenant)

Mailing Address:
__________________                  By:________________________________________
                                       Its:_________________________________
- ----------------------------



wes\reg\delkspec\psa.new






                                 PURCHASE AND SALE AGREEMENT


         THIS  AGREEMENT  is made as of the ____ day of October,  1997,  between
BLOOMINGDALE ASSOCIATES, LTD., a Florida limited partnership ("Seller"), and RRC
ACQUISITIONS, INC., a Florida corporation, its designees, successors and assigns
("Buyer").

                                                    Background

         Buyer  wishes to  purchase  a shopping  center in the City of  Brandon,
County of Hillsborough State of Florida,  owned by Seller, known as Bloomingdale
Square (the "Shopping Center");

         Seller wishes to sell the Shopping Center, together with certain 
associated property, to Buyer;

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

                                                  1.  DEFINITIONS

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

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

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

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

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

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

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







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

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

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

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

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


                                                       - 2 -





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

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

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

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

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

         1.17  Inspection  Period means the period of time which  expires at the
end of business on the forty-fifth (45th) day after the date of execution by the
last of Buyer or Seller to execute  this  Agreement  and  transmit a copy of the
fully executed  Agreement to the other.  If such expiration date is a weekend or
national  holiday,  the Inspection Period shall expire at the end of business on
the next immediately succeeding business day.

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

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

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

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

                                                       - 3 -






                  (b)      Rights of tenants under Leases; and

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

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

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

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

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

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

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

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

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


                                                       - 4 -





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

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

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

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

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

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

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

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


                                                       - 5 -





                                          2.  PURCHASE PRICE AND PAYMENT

         2.1      Purchase Price; Payment.

                  (a) Purchase Price and Terms. The total Purchase Price for the
Property  (subject to adjustment as provided  herein) shall be  $17,997,000,  of
which $17,697,000 shall be allocated to the main shopping center and $300,000 to
the outlot.
The Purchase Price shall be payable in cash at Closing.

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

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

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

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

                  (4)      Any rents, percentage rents or tenant reimbursements
payable by tenants  after the  Allocation  Date but  applicable to periods on or
prior to the Allocation  Date shall be remitted to Seller by Buyer within thirty
(30)  days  after  receipt,  less  any  expenses  of the  Property  found  to be
attributable  to  pre-Allocation  Date  periods  but  discovered  by Buyer after
Closing. Buyer shall have no obligation to

                                                       - 6 -





collect  delinquencies,  but should Buyer collect any delinquent  rents or other
sums which cover periods prior to the  Allocation  Date and for which Seller has
received no proration or credit,  Buyer shall remit same to Seller within thirty
(30) days after receipt. Buyer will not interfere in Seller's efforts to collect
sums due it prior to the  Closing.  Seller  will remit to Buyer  promptly  after
receipt any rents,  percentage rents or tenant reimbursements received by Seller
after Closing which are  attributable to periods  occurring after the Allocation
Date.  Receipts  after Closing of either Buyer or Seller from tenants who do not
designate  the period to which they are to be applied  shall be applied first to
then current rents and  reimbursements  for such  tenant(s),  then to delinquent
rents and reimbursements  attributable to post-Allocation Date periods, and then
to pre-Allocation Date periods.

         2.2 Earnest  Money  Deposit.  An Earnest Money Deposit in the amount of
$12,500  shall be delivered to Escrow Agent within three (3) days after the date
of  execution  by the last of Buyer or Seller to execute and  transmit a copy of
this  Agreement to the other.  This Agreement may be terminated by Seller if the
Earnest  Money  Deposit is not  received by Escrow Agent by such  deadline.  The
Earnest  Money  Deposit  paid by Buyer shall be  deposited by Escrow Agent in an
interest  bearing  account at First Union  National  Bank, and shall be held and
disbursed  by Escrow  Agent as  specifically  provided  in this  Agreement.  The
Earnest Money Deposit shall be applied to the Purchase Price at the Closing.

         2.3      Closing Costs.

                  (a)      Seller shall pay:

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

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

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

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

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

                  (b)      Buyer shall pay:

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

                                                       - 7 -






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

                           (3)      Cost of the Survey;

                           (4)      Cost of recording the deed; and

                           (5)      Buyer's attorneys' fees.

                                         3.  INSPECTION PERIOD AND CLOSING

         3.1      Inspection Period.

                  (a) Buyer  agrees that it will have the  Inspection  Period to
physically  inspect the  Property,  review the  economic  data,  underwrite  the
tenants and review  their  Leases,  and to otherwise  conduct its due  diligence
review of the  Property and all books,  records and  accounts of Seller  related
thereto.  Buyer hereby  agrees to indemnify  and hold Seller  harmless  from any
damages,  liabilities or claims for property  damage or personal  injury arising
out of such inspection and  investigation  by Buyer or its agents or independent
contractors, such indemnification obligations to survive the termination, breach
or Closing of this Agreement,  as the case may be. Within the Inspection Period,
Buyer may, in its sole  discretion and for any reason or no reason,  elect to go
forward with this  Agreement to closing,  which election shall be made by notice
to Seller  given  within the  Inspection  Period.  If such  notice is not timely
given, this Agreement and all rights, duties and obligations of Buyer and Seller
hereunder,  except any which expressly survive termination,  shall terminate and
Escrow Agent shall forthwith return to Buyer the Earnest Money Deposit. If Buyer
so elects to go forward,  the Earnest  Money  Deposit  shall be  increased by an
additional  deposit of $87,500 (to be deposited  with Escrow Agent no later than
three (3) business days following the end of the Inspection  Period),  and shall
not be refundable except upon the terms otherwise set forth herein.

                  (b) Seller will  promptly  furnish or make  available to Buyer
the  documents  enumerated  on Exhibit 3.1 attached  hereto,  to the extent such
documents exist and are within Seller's  possession or that of Seller's property
manager.  Subject  to  subparagraph  (d) below,  Buyer,  through  its  officers,
employees  and  other  authorized  representatives,  shall  have  the  right  to
reasonable  access to the  Property and all records of Seller  related  thereto,
including  without  limitation all Leases and Seller  Financial  Statements,  at
reasonable times during the Inspection  Period for the purpose of inspecting the
Property,  taking soil and ground water samples,  conducting Hazardous Materials
inspections,  reviewing the books and records of Seller  concerning the Property
and otherwise conducting its due diligence review of the Property.  Seller shall
cooperate with and assist Buyer in making such inspections and reviews. Seller

                                                       - 8 -





shall give Buyer any  authorizations  which may be required by Buyer in order to
gain access to records or other  information  pertaining  to the Property or the
use thereof  maintained by any governmental or  quasi-governmental  authority or
organization.  Buyer,  for itself and its  agents,  agrees not to enter into any
contract with  existing  tenants  without the written  consent of Seller if such
contract  would be binding upon Seller  should this  transaction  fail to close.
Buyer  shall  have  the  right  to  have  due  diligence  interviews  and  other
discussions  or  negotiations  with tenants,  provided  Buyer  furnishes  Seller
reasonable  notice of the time and place of any such interview or discussion and
affords Seller an opportunity to be present.

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

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

                  (e)  Buyer  agrees  that  all  information  pertaining  to the
Property that Buyer obtains from Seller or in connection with the performance of
its rights under this Agreement shall be held in confidence and not disclosed to
any persons  other than Buyer's  agents,  attorneys and  representatives.  Buyer
further  agrees that,  until the Closing,  neither the Buyer nor its agents will
disclose the contents of such  information or the terms of this Agreement except
to financial  institutions who may provide  financing to Buyer for the Property.
If this Agreement is terminated for any reason,

                                                       - 9 -





Buyer shall  promptly  return to Seller all materials in Buyer's or any agent of
Buyer's  possession  furnished by Seller, or resulting from testing performed by
Buyer,  relating to the Property and all such  information and the terms of this
Agreement  shall continue to be held in confidence by Buyer and its agents.  The
provisions of this paragraph shall survive the termination of this Agreement.

         3.2 Hazardous Material.  Seller will promptly furnish or make available
to Buyer the  environmental  assessments of the Property in its  possession.  In
addition, Buyer may order additional environmental  assessments of the Property,
provided,  however, that Buyer shall not have the right, without first obtaining
Seller's prior consent,  to perform or have performed any so-called  "Phase Two"
environmental investigation of the Property. A copy of any assessment report, if
made, shall be furnished by Buyer to Seller promptly upon its completion.  If an
assessment report discloses the existence of any Hazardous Material or any other
matters concerning the environmental  condition of the Property or its environs,
Buyer may notify Seller in writing,  within ten (10) business days after receipt
of the assessment  report but not later than the end of the  Inspection  Period,
that it elects to terminate  this  Agreement,  whereupon  this  Agreement  shall
terminate and Escrow Agent shall return to Buyer its Earnest Money Deposit.

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

                      4.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER

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

         4.1  Organization;  Authority.  Seller is duly  organized  and  validly
existing as a limited  partnership,  duly authorized to transact business in the
state of its organization and the state in which the Shopping Center is located,
and has full power and  authority  to enter into and perform  this  Agreement in
accordance  with its terms,  and the persons  executing this Agreement and other
Transaction  Documents  have been duly  authorized to do so on behalf of Seller.
Seller is not a "foreign  person"  under  Sections  1445 or 897 of the  Internal
Revenue Code nor is this transaction  subject to any withholding under any state
or federal law.

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

                                                      - 10 -






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

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

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

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

         4.7  Leases.  There  are no  Leases  affecting  the  Property,  oral or
written,  except as listed on the Rent  Roll,  and any  Leases or  modifications
entered  into between the date of this  Agreement  and the Closing Date with the
consent of Buyer.  Copies of the Leases,  which have been  delivered to Buyer or
shall be delivered  to Buyer within five (5) days from the date hereof,  are, to
the best knowledge of Seller, true, correct and complete copies thereof, subject
to the matters set forth on the Rent Roll. Between the date hereof and the close
of  business  on the date which is the  fortieth  (40th)  day of the  Inspection
Period,  Seller may terminate or modify existing Leases or enter into new Leases
without  the consent of Buyer,  provided  Seller  furnishes  Buyer a copy of any
proposed  modification,  termination  or  new  Lease  and  consults  with  Buyer
concerning same. Thereafter, Seller will not terminate or modify existing Leases
or enter into any new Leases without the consent of Buyer. All of the Property's
tenant  leases are in good  standing  and to the best of Seller's  knowledge  no
defaults  exist  thereunder  except  as  noted  on the  Rent  Roll.  No  rent or
reimbursement  has been paid more than one (1) month in advance  and no security
deposit has been paid,  except as stated on the Rent Roll.  No tenants under the
Leases are  entitled to interest on any security  deposits.  No tenant under any
Lease has or will be promised any  inducement,  concession or  consideration  by
Seller  other  than as  expressly  stated in such  Lease,  and  except as stated
therein there are and will be no side agreements between Seller and any tenant.

                                                      - 11 -






         4.8  Financial  Statements.  Each of the  Seller  Financial  Statements
delivered or to be delivered to Buyer  hereunder  has or will have been prepared
in  accordance  with the books and records of Seller and presents  fairly in all
material respects the financial condition,  results of operations and cash flows
for the  Property  as of and for the  periods to which they  relate.  All are in
conformity with generally accepted accounting principles applied on a consistent
basis.  There  has been no  material  adverse  change in the  operations  of the
Property or its  prospects  since the date of the most recent  Seller  Financial
Statements.  Seller  covenants to furnish promptly to Buyer copies of the Seller
Financial  Statements  together with unaudited  updated  monthly reports of cash
flow for interim  periods  beginning  after  December  31,  1996.  Buyer and its
independent  certified  accountants  shall be given access to Seller's books and
records  at any time  prior to and for six (6)  months  following  Closing  upon
reasonable advance notice in order that they may verify the financial statements
prior to Closing.  Seller agrees to execute and deliver or to cause its property
manager  to  execute  and  deliver  to  Buyer  or  its   accountants  the  Audit
Representation  Letter  should  Buyer's  accountants  audit the  records  of the
Shopping Center.

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

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

                                                      - 12 -





Property.  Seller covenants to maintain such casualty and liability insurance 
on the Property as it is presently being maintained.

         4.11 Permits and Zoning. To the best knowledge of Seller,  the Property
is properly zoned for its present use, and there are no outstanding assessments,
impact fees or other charges related to the Property.

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

         4.13  Condemnation.  Neither the whole nor any portion of the Property,
including access thereto or any easement benefitting the Property, is subject to
temporary  requisition  of  use  by  any  governmental  authority  or  has  been
condemned, or taken in any proceeding similar to a condemnation proceeding,  nor
is there now pending any  condemnation,  expropriation,  requisition  or similar
proceeding  against the Property or any portion thereof.  Seller has received no
notice nor has any knowledge that any such proceeding is contemplated.

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

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

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

         4.17  Environmental  Matters.  Seller represents and warrants as of the
date hereof and as of the Closing that Seller has not, and to Seller's knowledge
and subject to the  matters  reflected  in that  certain  Phase I  Environmental
Report dated December, 1987, conducted by Environmental Science and Engineering,
Inc., the Phase II Environmental Site Assessment dated June, 1994,  conducted by
Fugro Environmental,

                                                      - 13 -





and the September 26 1996, Phase II Soil and Groundwater  Sampling  conducted by
Malcolm-Pirnie,  copies of each of which shall be promptly furnished to Buyer by
Seller, no other person has, caused any Release, threatened Release, or disposal
of any Hazardous Material at the Property in any material quantity.

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

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

         BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT
AND THE EXHIBITS  ATTACHED HERETO AND IN THE CLOSING  DOCUMENTS,  NEITHER SELLER
NOR ANY OF ITS AGENTS  HAVE MADE,  AND  SPECIFICALLY  NEGATE AND  DISCLAIM,  ANY
REPRESENTATIONS,  WARRANTIES,  PROMISES, COVENANTS,  AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER  WHATSOEVER,  WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
OF, AS TO,  CONCERNING,  OR WITH RESPECT TO, (i) THE VALUE,  NATURE,  QUALITY OR
CONDITION OF THE PROPERTY,  INCLUDING,  WITHOUT LIMITATION,  THE WATER, SOIL AND
GEOLOGY,  (ii) THE  SUITABILITY  OF THE PROPERTY FOR ANY AND ALL  ACTIVITIES AND
USES THAT MAY BE CONDUCTED  THEREON,  (iii) THE COMPLIANCE OF OR BY THE PROPERTY
WITH ANY LAWS, RULES,  ORDINANCES OR REGULATIONS OF ANY APPLICABLE  GOVERNMENTAL
AUTHORITY, (iv) THE HABITABILITY, MERCHANTABILITY,  MARKETABILITY, PROFITABILITY
OR FITNESS FOR A  PARTICULAR  PURPOSE OF THE  PROPERTY,  OR (v) ANY OTHER MATTER
WITH RESPECT TO THE PROPERTY,  AND SPECIFICALLY,  THAT NEITHER SELLER NOR ANY OF
ITS AGENTS HAVE MADE, AND, EXCEPT AS STATED IN THIS AGREEMENT AND IN THE CLOSING
DOCUMENTS,  SPECIFICALLY NEGATE AND DISCLAIM,  ANY REPRESENTATIONS OR WARRANTIES
REGARDING  COMPLIANCE  OF  THE  PROPERTY  WITH  ANY  ENVIRONMENTAL   PROTECTION,
POLLUTION  OR  LAND  USE  LAWS,  RULES,  REGULATIONS,  ORDERS  OR  REQUIREMENTS,
INCLUDING WITHOUT LIMITATION, THOSE PERTAINING TO SOLID

                                                      - 14 -





WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL  PROTECTION AGENCY REGULATIONS AT 40
C.F.R.  PART 261, OR THE DISPOSAL OR EXISTENCE,  IN OR ON THE  PROPERTY,  OF ANY
HAZARDOUS  SUBSTANCES,  AS DEFINED BY THE COMPREHENSIVE  ENVIRONMENTAL  RESPONSE
COMPENSATION  AND  LIABILITY  ACT OF  1980,  AS  AMENDED,  AND  THE  REGULATIONS
PROMULGATED THEREUNDER.  BUYER SHALL RELY SOLELY ON ITS OWN INVESTIGATION OF THE
PROPERTY AND NOT ON ANY STATEMENTS,  REPRESENTATIONS,  WARRANTIES OR INFORMATION
MADE OR PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS OR CONTRACTORS EXCEPT
IN THIS AGREEMENT AND/OR IN THE CLOSING DOCUMENTS.

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

                        5.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF BUYER

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

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

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

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

                                                      - 15 -






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

                                           6.  POSSESSION; RISK OF LOSS

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

         6.2 Risk of Loss.  All risk of loss to the  Property  shall remain upon
Seller until the  conclusion of the Closing.  If,  before the  possession of the
Property has been  transferred to Buyer, any material portion of the Property is
damaged by fire or other  casualty  and will not be restored by the Closing Date
or if any material  portion of the Property is taken by eminent  domain or there
is a material obstruction of access to the Improvements by virtue of a taking by
eminent  domain,  Seller  shall,  within ten (10) days of such damage or taking,
notify Buyer thereof and Buyer shall have the option to:

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

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

                                                 7.  TITLE MATTERS

         7.1      Title.

                  (a)  Title  Insurance  and  Survey.   Concurrently   with  the
execution  of this  Agreement,  Seller has  provided or caused to be provided to
Buyer the Title  Insurance  Commitment  and a copy of the existing  Survey,  and
Buyer  hereby  acknowledges  receipt of the same.  Buyer may order an update and
recertification  of the  Survey  as it may deem  appropriate.  Buyer  will  have
through the last day of the Inspection Period to notify Seller in writing of any
Title Defects,  encroachments or other matters not acceptable to Buyer which are
not permitted by this Agreement.  Any Title Defect or other objection  disclosed
by the Title Insurance Commitment (other than liens

                                                      - 16 -





removable  by the  payment of money) or the updated  Survey  which is not timely
specified in Buyer's written notice to Seller of Title Defects shall be deemed a
Permitted  Exception.  Seller shall notify Buyer in writing within five (5) days
of Buyer's notice if Seller intends to cure any Title Defect or other objection.
If Seller  elects to cure,  Seller shall use diligent  efforts to cure the Title
Defects and/or objections by the Closing Date (as it may be extended). If Seller
elects not to cure or if such Title  Defects  and/or  objections  are not cured,
Buyer  shall have the right,  in lieu of any other  remedies,  to: (i) refuse to
purchase the  Property,  terminate  this  Agreement  and receive a return of the
Earnest Money Deposit;  or (ii) waive such Title Defects  and/or  objections and
close the purchase of the Property subject to them.

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

                                             8.  CONDITIONS PRECEDENT

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

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

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

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

                           Wal-Mart                           Blockbuster
                           Publix                    KayBee Toys
                           Eckerd


                                                      - 17 -





For purposes of this Agreement, the term "Bankrupt Tenant" shall mean any tenant
(a) that (i) makes a general assignment for the benefit of creditors; (ii) files
a  voluntary  bankruptcy  petition;  (iii)  becomes  the subject of an order for
relief or is declared insolvent in any federal or state bankruptcy or insolvency
proceedings;  (iv)  files  a  petition  or  answer  seeking  for  the  tenant  a
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any law; (v) files an answer or other pleading admitting
or failing to contest the material  allegations  of a petition filed against the
tenant in a proceeding of the type  described in subclauses  (i) through (iv) of
this clause (a); or (vi) seeks,  consents to or acquiesces in the appointment of
a trustee,  receiver,  or liquidator of the tenant or of all or any  substantial
part of the  tenant's  properties;  or (b) against  which a  proceeding  seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar  relief under any law has been commenced and one hundred twenty (120)
days have expired without  dismissal  thereof or with respect to which,  without
the tenant's consent or acquiescence,  a trustee,  receiver or liquidator of the
tenant or of all or any  substantial  part of the tenant's  properties  has been
appointed and ninety (90) days have expired without the appointment  having been
vacated or stayed, or ninety (90) days have expired after the date of expiration
of a stay, if the appointment has not previously been vacated.

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

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

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

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

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

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

                                                      - 18 -






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

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

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

                         (7) All Tenant  Estoppel  Letters  obtained  by Seller,
which must
include  Wal-Mart,  Blockbuster,  Publix,  KayBee  Toys and  Eckerd,  and eighty
percent (80%) of the other tenants who have signed leases for any portion of the
Property,  without any material  exceptions,  covenants,  or changes to the form
approved by Buyer and  distributed  to the tenants by Seller,  the  substance of
which Tenant Estoppel Letters must confirm the Rent Roll;

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

                         (9)  A  mechanics   lien  and   possessory   affidavit,
non-foreign affidavit,
non-tax  withholding  certificates and such other documents as may reasonably be
required by Buyer or its counsel in order to effectuate  the  provisions of this
Agreement and the transactions contemplated herein;

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

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

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

                        (13)   Materials; and

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

                  In the  event  that all of the  foregoing  provisions  of this
Section  are not  satisfied  and  Buyer  elects in  writing  to  terminate  this
Agreement, then the Earnest

                                                      - 19 -





Money Deposit shall be promptly delivered to Buyer by Escrow Agent and, upon the
making of such delivery,  neither party shall have any further claim against the
other by reasons of this Agreement, except as provided in Article .

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

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

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

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

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

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

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

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

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

                                         9.  PRE-CLOSING BREACH; REMEDIES

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

                                                      - 20 -





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

         9.2 Breach by Buyer.  In the event of a breach of Buyer's  covenants or
warranties  herein  and  failure  of Buyer to cure such  breach  within the time
provided for Closing,  Seller's sole remedy shall be to terminate this Agreement
and retain Buyer's Earnest Money Deposit as agreed  liquidated  damages for such
breach,  and upon payment in full to Seller of such  amounts,  the parties shall
have no further rights, claims,  liabilities or obligations under this Agreement
(except as survive  termination).  The limitation on Seller's remedies contained
in this  Section  does not apply to (i) defaults or breaches by Buyer in respect
of any  obligation or agreement  contained  herein (or in any other  document or
agreement  executed in connection  with the Closing) that survives  Closing,  or
(ii) any action  taken by Buyer to  interfere  with the  delivery of the Earnest
Money  Deposit to Seller if Seller is  entitled  to the  delivery of the Earnest
Money Deposit under this Agreement.

                                            10.  INTENTIONALLY OMITTED

                                                11.  MISCELLANEOUS

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

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

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

         11.4 Notices.  All written notices and demands of any kind which either
party may be required or may desire to serve upon the other party in  connection
with this Agreement shall be served by personal delivery, certified or overnight
mail, reputable

                                                      - 21 -





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

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

                                            Bloomingdale Associates, Ltd.
                                            c/o R. A. Beard Co.
                                            Attention:  Richard A. Beard, III
                                            100 North Tampa Street, Suite 3175
                                            Tampa, Florida  33602
                                            Facsimile:

                                            Bloomingdale Associates, Ltd.
                                            c/o Mr. William R. Cooper
                                            7557 Rambler Road, Suite 1200
                                            Dallas, Texas  75231
                                   Facsimile:

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

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

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


                                                      - 22 -





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

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

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

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

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

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

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

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

                                                      - 23 -





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

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

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

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

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

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

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

Witnesses:

                                                     RRC ACQUISITIONS, INC.,
                                                     a Florida corporation
Name:

                                                     By:
                                                         Its:
Name:
                                                     Date:  October ______, 1997

                                              Tax Identification No. 59-3210155

                                                              "BUYER"


                                                      - 24 -





Witnesses:
                                                 BLOOMINGDALE ASSOCIATES, LTD.,
                                                 a Florida limited partnership

                                                     By Its General Partner:

                                          Brandon Bloomingdale Company, Ltd.,
                                               a Florida limited partnership

                                                       By Its General Partners:

                                                 RAB Holdings, Inc., a Florida
Name:                                                         corporation


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


                                                                       and


                                                    WRC Holdings, Inc., a Texas
Name:                                                       corporation


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


                                                     Tax Identification No:

                                                              "SELLER"






                                                      - 25 -





                                              JOINDER OF ESCROW AGENT


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

         2.  Indemnity.  Escrow Agent shall not be liable to either party except
for claims resulting from the gross  negligence or willful  misconduct of Escrow
Agent. If the escrow is involved in any  controversy or litigation,  the parties
hereto  shall  jointly and  severally  indemnify  and hold Escrow Agent free and
harmless from and against any and all loss, cost, damage,  liability or expense,
including  costs of reasonable  attorneys' fees to which Escrow Agent may be put
or which  may  incur by reason of or in  connection  with  such  controversy  or
litigation,  except to the extent it is finally determined that such controversy
or  litigation   resulted  from  Escrow  Agent's  gross  negligence  or  willful
misconduct.  If the indemnity amounts payable hereunder result from the fault of
Buyer or Seller (or their respective agents),  the party at fault shall pay, and
hold the other party harmless against, such amounts.

         3.  Conflicting  Demands.  If conflicting  demands are made upon Escrow
Agent or Escrow  Agent is  uncertain  with  respect to the  escrow,  the parties
hereto  expressly  agree that Escrow Agent shall have the  absolute  right to do
either  or both of the  following:  (i)  withhold  and stop all  proceedings  in
performance  of this escrow and await  settlement  of the  controversy  by final
appropriate legal proceedings or otherwise as it may require;  or (ii) file suit
for declaratory  relief and/or  interpleader  and obtain an order from the court
requiring  the parties to  interplead  and litigate in such court their  several
claims and rights between  themselves.  Upon the filing of any such  declaratory
relief or  interpleader  suit and  tender of the  Earnest  Money  Deposit to the
court,  Escrow Agent shall  thereupon be fully released and discharged  from any
and all  obligations to further  perform the duties or obligations  imposed upon
it.  Buyer and Seller  agree to respond  promptly  in writing to any  request by
Escrow Agent for clarification,  consent or instructions. Any action proposed to
be taken by Escrow Agent for which  approval of Buyer and/or Seller is requested
shall be considered  approved if Escrow Agent does not receive written notice of
disapproval  within  fourteen (14) days after a written  request for approval is
received by the party whose approval is being requested.  Escrow Agent shall not
be required to take any action for which  approval  of Buyer  and/or  Seller has
been sought unless such approval has been received.  No  disbursements  shall be
made, other than as provided in Sections and of the foregoing Agreement, or to a
court in an  interpleader  action,  unless Escrow Agent shall have given written
notice of the proposed disbursement to Buyer and Seller and

                                                      - 26 -





neither  Buyer nor Seller  shall have  delivered  any written  objection  to the
disbursement within 14 days after receipt of Escrow Agent's notice. No notice by
Buyer or Seller to Escrow Agent of disapproval of a proposed action shall affect
the right of Escrow  Agent to take any action as to which such  approval  is not
required.

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

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

                                         ROGERS, TOWERS, BAILEY, JONES & GAY


                                                     By:
                                                         Its Authorized Agent

                                              Date:                      , 199_

                                                              "ESCROW AGENT"


                                                      - 27 -





                                                     EXHIBIT

                                            Audit Representation Letter


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



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

Dear Sirs:

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

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

         2. There have been no undisclosed:

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

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

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

         3. There are no undisclosed:

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







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

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

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

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

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

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

                                                     Very truly yours,

                                                     "Seller/Manager"


                                                     Name
                                                     Title






                                                     EXHIBIT

                                        Legal Description of Real Property



A parcel of land lying in the East 1/2 of Section 11,  Township 30 South,  Range
20 East,  Hillsborough  County,  Florida,  said parcel  being more  particularly
described as follows:

From the Northeast  corner of said Section 11, run thence S.89o 51'40"W.,  30.00
feet along the North boundary of said Section 11; thence S.00o  00'04"E.,  35.00
feet to the point of intersection of the South right-of-way of Bloomingdale Road
and the West  right-of-way of Bell Shoals Road to Point of Beginning "A"; thence
along the aforesaid West  right-of-way line of Bell Shoals Road, S.00o 00'04"E.,
423.71  feet to  Point  of  Beginning  "B";  thence  continue  along  said  West
right-of-way  line,  S.00o  00'04"E.,  731.29  feet;  thence  leaving  said West
right-of-way line, S.89o 59'56"W.,  1285.52 feet; thence N.00o 11'06"W., 1151.90
feet to the aforesaid South right-of-way line of Bloomingdale Road; thence along
said South  right-of-way  line, N.89o 51'40"E.,  830.51 feet; leaving said South
right-of-way  line, S.00o 00'04"E.,  205.00 feet; thence N.89o 51'40"E.,  250.00
feet;  thence S.00o 00'04"E.,  18.71 feet;  thence N.89o  51'40"E.,  11.29 feet;
thence S.00o 00'04"E., 200 feet; thence N.89o 51'40"E.,  220.00 feet to Point of
Beginning "B".

Containing 30.831 acres, more or less.

ALSO from Point of Beginning "A", along the aforesaid South right-of-way line of
Bell  Shoals  Road  S.00o  00'04"E.,  15.00  feet;  thence  leaving  said  South
right-of-way  line, S.89o 51'40"W.,  208.71 feet;  thence N.00o 00'04"W.,  15.00
feet to the South  right-of-way  line of  Bloomingdale  Road;  thence along said
South right-of-way line, N.89o 51'40"E., 208.71 feet to Point of Beginning "A".

Containing 0.072 acres, more or less.

Having a combined acreage of 30.903 acres, more or less.







                                                     EXHIBIT

                                                     Rent Roll






                                                     EXHIBIT
                                              Form of Estoppel Letter

                                            _____________________, 199_

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

         RE:      ___________________________ (Name of Shopping Center)

Ladies and Gentlemen:

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

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

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

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

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

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







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

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

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

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

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

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


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







                                                    EXHIBIT 3.1
                                               DOCUMENT REQUEST LIST

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

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


wes\reg\blooming\psa.new





[Footnote Continued From Previous Page]


 [Footnote Continued On Next Page]
                                                      - 73 -

CREDIT.DOC
                                CREDIT AGREEMENT


         THIS CREDIT AGREEMENT (this  "Agreement") dated as of March 27, 1998 by
and  among  REGENCY  CENTERS,   L.P.,  a  Delaware   limited   partnership  (the
"Borrower"),  REGENCY REALTY CORPORATION,  a Florida corporation (the "Parent"),
each of the financial  institutions  initially a signatory  hereto together with
their assignees under Section 12.8. (the "Lenders"),  FIRST UNION NATIONAL BANK,
as Co-Agent,  NATIONSBANK,  N.A., as Co-Agent,  WACHOVIA BANK, N.A., as Co-Agent
and WELLS FARGO BANK, NATIONAL ASSOCIATION, as contractual representative of the
Lenders to the extent and in the manner  provided in Article XI.  below (in such
capacity, the "Agent").

         WHEREAS,   the  Lenders  are  willing  to  extend  to  the  Borrower  a
$300,000,000 revolving credit facility,  which includes a $20,000,000 swing line
facility, subject to the terms hereof;

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

                             ARTICLE I. DEFINITIONS

         SECTION 1.1.  Definitions.

         The following terms, as used herein, have the following meanings:

      "Absolute Rate" has the meaning given that term in Section 2.2.(c)(ii)(C).

         "Absolute Rate Auction" means a solicitation of Bid Rate Quotes setting
forth Absolute Rates pursuant to Section 2.2.

         "Absolute  Rate Loan" means a Bid Rate Loan the interest  rate on which
is  determined  on the basis of an Absolute  Rate  pursuant to an Absolute  Rate
Auction.

         "Acquisition"   means  any  transaction,   or  any  series  of  related
transactions,  by which a Person  directly or indirectly  acquires any assets of
another Person, whether through purchase of assets, merger or otherwise.

         "Additional Costs" has the meaning given that term in Section 5.1.

         "Adjusted  Base Rents" means the total  rentals  from a given  Property
which are  denominated as base rent or minimum rent under the applicable  leases
which shall in any event  exclude all  percentage  rent and  reimbursements  for
operating  expenses,  taxes or  insurance,  and shall be based on  actual  rents
presently being paid without any rent leveling adjustments.

         "Affiliate" means any Person (other than the Agent or any Lender):  (a)
directly or indirectly controlling, controlled by, or under common control with,
the Borrower;  (b) directly or indirectly owning or holding ten percent (10%) or
more of any equity interest in the Borrower; or (c) ten percent (10%) or more of
whose voting stock or other equity  interest is directly or indirectly  owned or
held by the Borrower. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by" and "under common
control  with")  means the  possession  directly or  indirectly  of the power to
direct  or cause the  direction  of the  management  and  policies  of a Person,
whether through the ownership of voting securities or by contract or otherwise.

         "Agreement Date" means March 27, 1998.


         "Applicable  Facility Fee" means the  percentage set forth in the table
below  corresponding to the Level at which the "Applicable Margin" is determined
in accordance with the definition thereof:

- --------------- -------------------------------
    Level                Facility Fee
- --------------- -------------------------------
      1                     0.15%
- --------------- -------------------------------
- --------------- -------------------------------
      2                     0.20%
- --------------- -------------------------------
- --------------- -------------------------------
      3                     0.20%
- --------------- -------------------------------
- --------------- -------------------------------
      4                     0.25%
- --------------- -------------------------------

         "Applicable  Law"  means all  applicable  provisions  of local,  state,
federal and foreign constitutions,  statutes,  rules,  regulations,  ordinances,
decrees,  permits,  concessions  and orders of all  governmental  bodies and all
orders and decrees of all courts, tribunals and arbitrators.

         "Applicable  Margin" shall mean, as of any date of  determination,  the
respective  percentage  rates set forth below  corresponding  to the  Borrower's
Credit Rating as assigned by the Rating Agencies:

   ---------------------------------- --------------------- -------------------
   Level     Borrower's Credit Rating     Applicable Margin    Applicable Margin
             (S&P/Moody's or equivalent)   for LIBOR Loans            for
                                                                Base Rate Loans

   ---------------------------------- --------------------- -------------------
      1        A-/A3 or equivalent or higher      0.65%                0.00%
   --------------------------------- --------------------- -------------------
   -------------------------------- --------------------- -------------------
      2        BBB+/Baa1 or equivalent            0.70%                0.00%
   --------------------------------- --------------------- -------------------
   -------------------------------- --------------------- -------------------
      3        BBB/Baa2 or equivalent             0.80%                0.00%
   ------------------------------- --------------------- -------------------
   -------------------------------- --------------------- -------------------
      4        BBB-/Baa3 or equivalent            0.95%                0.00%
   -------------------------------- --------------------- -------------------

The Agent shall determine the Applicable  Margin from time to time in accordance
with the above  table and the  provisions  of this  definition  and  notify  the
Borrower and the Lenders of such  determination.  If the Rating  Agencies assign
Credit Ratings which correspond to different Levels in the above table resulting
in different  Applicable  Margin  determinations,  the Applicable Margin will be
determined  based on the  Level  corresponding  to the  lower of the two  Credit
Ratings.  During  any period  that the  Borrower  receives  more than two Credit
Ratings and such Credit Ratings are not equivalent,  the Applicable Margin shall
equal the average of the Applicable Margins as determined in accordance with the
two lowest of such Credit Ratings;  provided that one of such Credit Ratings has
been  issued by either S&P or Moody's and such  Credit  Rating is an  Investment
Grade Rating.  Each change in the Applicable Margin resulting from a change in a
Credit Rating of the Borrower shall take effect on the first calendar day of the
month  following the month in which such Credit Rating is publicly  announced by
the relevant  Rating Agency.  Until  determined in accordance with the foregoing
definition and at any time the Borrower does not have an Investment Grade Rating
from both S&P and  Moody's,  the  Applicable  Margin for LIBOR Loans shall equal
1.375% and for Base Rate Loans shall equal 0.25%.

         "Assignee" has the meaning given that term in Section 12.8.(c).

         "Assignment   and  Acceptance   Agreement"   means  an  Assignment  and
Acceptance Agreement among a Lender, an Assignee and the Agent, substantially in
the form of Exhibit A.

         "Base Rate"  means the  greater of (a) the rate of  interest  per annum
established  from time to time by Wells Fargo,  San  Francisco,  California  and
designated  as its prime rate (which rate of interest may not be the lowest rate
charged by such bank,  the Agent or any of the Lenders on similar loans) and (b)
the Federal Funds Rate plus one-half of one percent  (0.5%).  Each change in the
Base Rate shall  become  effective  without  prior notice to the Borrower or the
Lenders  automatically  as of the opening of business on the date of such change
in the Base Rate.

         "Base Rate Loan" means any Revolving  Loan or Term Loan  hereunder with
respect to which the interest rate is calculated by reference to the Base Rate.

        "Bid Rate Borrowing" has the meaning given that term in Section 2.2.(b).

         "Bid Rate Loan" means a loan made by a Lender under Section 2.2.(b).

         "Bid Rate Note" has the meaning given that term in Section 2.12.

         "Bid Rate Quote" means an offer in accordance with Section 2.2.(c) by a
Lender to make a Bid Rate Loan with one single specified interest rate.

    "Bid Rate Quote Request" has the meaning given that term in Section 2.2.(b).

         "Business Day" means (a) any day other than  Saturday,  Sunday or other
day on which commercial banks in Atlanta,  Georgia or San Francisco,  California
are authorized or required to close and (b) with  reference to LIBOR Loans,  any
such day on which  dealings  in Dollar  deposits  are  carried out in the London
interbank market.

         "Capitalized  EBITDA" means, with respect to a Person and as of a given
date, (a) such Person's  EBITDA for the fiscal quarter most recently ended times
(b) 4 and divided by (c) 9.25%.  In  determining  Capitalized  EBITDA (i) EBITDA
attributable  to real estate  properties  either acquired or disposed of by such
Person during such fiscal quarter shall be disregarded,  (ii) Fee Income for the
applicable period shall be excluded from EBITDA, (iii) any amounts deducted from
the net earnings of Properties  owned by  Consolidated  Subsidiaries  in which a
third party owns a minority  equity  interest  shall be included in EBITDA;  and
(iv)  distributions  of cash received by such Person during such period from any
of its Unconsolidated Affiliates shall be excluded from EBITDA.

         "Capitalized  Fee Income"  means,  with respect to a Person and as of a
given date,  (a) such  Person's Fee Income for the fiscal  quarter most recently
ended times (b) 4 and divided by (c) 20.0%.

         "Capitalized  Lease  Obligation"  means  Indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting  purposes in accordance with GAAP, and the amount of such Indebtedness
shall be the  capitalized  amount of such  obligations  determined in accordance
with such principles.

         "Commitment" means, as to each Lender, such Lender's obligation to make
Revolving  Loans pursuant to Section 2.1. in an amount up to, but not exceeding,
the  amount  set forth  for such  Lender on its  signature  page  hereto as such
Lender's  "Commitment  Amount",  as the same may be  reduced  from  time to time
pursuant to Section 2.9.

    "Compliance Certificate" means the certificate described in Section 8.1.(c).

         "Consolidated  Subsidiary" means, with respect to a Person at any date,
any Subsidiary or other entity the accounts of which would be consolidated  with
those of such Person in its consolidated financial statements in accordance with
GAAP, if such statements  were prepared as of such date. The term  "Consolidated
Subsidiary" shall also include any preferred stock  subsidiaries of such Person,
the economic  interest in which preferred stock  subsidiary owned by such Person
is at least 95% of the aggregate economic interest thereof.

         "Construction  Budget"  means  the  budget  for  the  construction  and
development of a given Development Property,  such budget to include an adequate
operating deficiency reserve.


         "Construction in Process" means construction in process as determined
 in accordance with GAAP.

         "Contingent   Obligation"   means,  for  any  Person,  any  commitment,
undertaking,  Guarantee or other obligation  constituting a contingent liability
that must be accrued under GAAP.

         "Continue",   "Continuation"   and  "Continued"   each  refers  to  the
continuation  of a LIBOR  Loan from one  Interest  Period  to the next  Interest
Period pursuant to Section 2.5.

         "Convert",  "Conversion"  and "Converted" each refers to the conversion
of a Revolving  Loan of one Type into a Revolving  Loan of another Type pursuant
to Section 2.6.

         "Credit  Rating" means the lowest rating assigned by a Rating Agency to
each series of rated senior  unsecured long term  indebtedness  of the Borrower.
Until the Borrower  issues its first series of rated senior  unsecured long term
indebtedness,  the  Borrower's  Credit Rating shall be (i) the lowest  corporate
credit  rating  assigned  to the  Borrower  by a  Rating  Agency  or  (ii) if no
corporate  credit  rating is assigned to the  Borrower by a Rating  Agency,  the
lowest  prospective  rating assigned to the shelf registration of the Borrower's
senior unsecured long term indebtedness.

         "Credit  Tenant" means any Person which has entered into, and continues
to be subject  to, a lease of any  portion of a Property  and has a rating of at
least BBB- assigned to its senior  long-term  debt  obligations  by Standard and
Poor's  Ratings  Services,  a Division of the  McGraw-Hill  Companies,  Inc. For
purposes of this Agreement,  Publix Super Markets, Inc. shall be deemed a Credit
Tenant.

         "Debt  Service"  means,  with respect to any Person and for any period,
the sum of (a)  Interest  Expense  of such  Person  for  such  period  plus  (b)
regularly  scheduled  principal  payments on  Indebtedness of such Person during
such period, other than any balloon, bullet or similar principal payment payable
on any Indebtedness of such Person which repays such Indebtedness in full.

         "Default"  means any condition or event which  constitutes  an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

         "Defaulting Lender" has the meaning given that term in Section 3.5.

         "Designated  Lender" means a special  purpose  corporation  which is an
affiliate of, or sponsored by, a Lender,  that is engaged in making,  purchasing
or  otherwise  investing  in  commercial  loans in the  ordinary  course  of its
business and that issues (or the parent of which issues)  commercial paper rated
at least  P-1 (or the then  equivalent  grade)  by  Moody's  or A-1 (or the then
equivalent  grade) by S&P that, in either case, (a) is organized  under the laws
of the United  States of America or any state  thereof,  (b) shall have become a
party to this Agreement  pursuant to Section 12.8.(d) and (c) is not otherwise a
Lender.

         "Designated  Lender  Note"  means  a Bid  Rate  Note  of  the  Borrower
evidencing  the  obligation  of the  Borrower  to repay Bid Rate Loans made by a
Designated Lender.

       "Designating Lender" has the meaning given that term in Section 12.8.(d).

         "Designation  Agreement" means a Designation Agreement between a Lender
and a Designated Lender and accepted by the Agent,  substantially in the form of
Exhibit B or such other form as may be agreed to by such Lender, such Designated
Lender and the Agent.

         "Development Property" means either a real estate project acquired by a
Loan Party as unimproved real estate to be developed as a Property or a Property
acquired by a Loan Party on which such Loan Party is to increase  materially the
rentable  square  footage  of such  Property,  in each  case  for  which  an 85%
Occupancy  Rate has not been  achieved;  provided,  however,  that  "Development
Property" shall not include any  build-to-suit  Property which is 100% preleased
by a single  tenant  having an  investment  grade rating  assigned to its senior
long-term  unsecured  debt  obligations  by a nationally  recognized  securities
rating agency.

    "Dollars" or "$" means the lawful currency of the United States of America.


         "EBITDA"  means,  with respect to any Person for any period and without
duplication,  net  earnings  (loss) of such  Person for such  period  (excluding
equity in net earnings or net loss of Unconsolidated Affiliates) plus the sum of
the  following  amounts  (but only to the extent  included  in  determining  net
earnings (loss) for such period):  (a) depreciation and amortization expense and
other non-cash  charges of such Person for such period plus (b) interest expense
of such  Person for such  period  plus (c) income tax  expense of such Person in
respect of such period  minus (d)  extraordinary  gains of such Person and gains
from  sales of assets of such  Person  for such  period  plus (e)  extraordinary
losses of such  Person,  losses  from sales of assets of such  Person and losses
resulting from  forgiveness by such Person of Indebtedness  for such period plus
(f) distributions of cash received by such Person during such period from any of
its Unconsolidated Affiliates.

         "Effective  Date" means the date this  Agreement  becomes  effective in
accordance with Section 6.1.

         "Eligible  Property"  means  a  Property  which  satisfies  all  of the
following requirements as determined by the Agent: (a) such Property is owned in
fee simple by only the Borrower or a Wholly Owned  Subsidiary  of the  Borrower;
(b) neither such Property, nor any interest of the Borrower or such Wholly Owned
Subsidiary  therein, is subject to any Lien other than Permitted Liens or to any
agreement  (other than this Agreement or any other Loan Document) that prohibits
the  creation of any Lien  thereon as  security  for  Indebtedness;  (c) if such
Property is owned by a Wholly Owned Subsidiary, none of the Borrower's direct or
indirect  ownership  interest in such Wholly Owned  Subsidiary is subject to any
Lien other than Permitted  Liens or to any agreement  (other than this Agreement
or any other Loan  Document)  that prohibits the creation of any Lien thereon as
security for Indebtedness;  (d) such Property is not a Development  Property and
has an Occupancy Rate which has remained  stabilized;  (e) such Property is free
of all  structural  defects,  title defects,  environmental  conditions or other
adverse  matters  except for  defects,  conditions  or matters  individually  or
collectively which are not material to the profitable operation of such Property
and (f) such  Property is improved  with a shopping  center.  Prior to April 30,
1999,  the  requirements  contained  in the  immediately  preceding  clauses (a)
through (c), and solely with respect to the Regency Office Property  referred to
as the  "Paragon  Cable"  office  building,  the  requirement  contained  in the
immediately  preceding  clause (f),  shall be  disregarded  with respect to each
Regency Office Property so long as (1) such Regency Office Property is otherwise
an Eligible Property; (2) such Regency Office Property is owned in fee simple by
Regency Office;  (3) Regency Office is a Wholly Owned  Subsidiary of the Parent;

(4) such Regency  Office  Property is not, nor is any interest of Regency Office
therein,  subject  to any Lien other than  Permitted  Liens or to any  agreement
(other  than this  Agreement  or any other Loan  Document)  that  prohibits  the
creation of any Lien thereon as security for  Indebtedness;  and (5) none of the
Parent's direct or indirect  ownership  interest in Regency Office is subject to
any Lien  other  than  Permitted  Liens or to any  agreement  (other  than  this
Agreement or any other Loan  Document)  that  prohibits the creation of any Lien
thereon as security for Indebtedness. For purposes of this definition only, when
determining  the Occupancy Rate for a given Property which is a retail  shopping
center,  an anchor tenant who has vacated its space shall  nonetheless be deemed
to occupy such space if such  tenant is  continuing  to pay all rental  payments
when due under its lease and either of the following two  conditions  apply,  as
the case may be: (i) if such  Property  has two or more  anchor  tenants and the
other anchor tenants still actually occupy their respective  spaces or (ii) such
space is  undergoing  construction  to meet the  specific  needs of a new anchor
tenant who has either  subleased  the space from the  existing  tenant or who is
obligated to lease such space upon substantial completion of such construction.

         "Environmental Laws" means any Applicable Law relating to environmental
protection  or the  manufacture,  storage,  disposal or  clean-up  of  Hazardous
Materials including, without limitation, the following: Clean Air Act, 42 U.S.C.
ss. 7401 et seq.;  Federal Water  Pollution  Control Act, 33 U.S.C.  ss. 1251 et
seq.;  Solid  Waste  Disposal  Act, 42 U.S.C.  ss.  6901 et seq.;  Comprehensive
Environmental  Response,  Compensation  and Liability Act, 42 U.S.C. ss. 9601 et
seq.; National Environmental Policy Act, 42 U.S.C. ss. 4321 et seq.; regulations
of the Environmental Protection Agency and any applicable rule of common law and
any judicial  interpretation  thereof  relating  primarily to the environment or
Hazardous Materials.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, or any successor statute.

         "ERISA Group" means all members of a controlled  group of  corporations
and all trades or businesses  (whether or not incorporated) under common control
that are treated as a single employer under Section 414 of the Internal  Revenue
Code.

         "ERISA  Plan" means any  employee  benefit  plan  subject to Title I of
ERISA.


         "Event of Default" means the occurrence of any of the events  specified
in Section  10.1.,  whatever  the reason for such event and  whether it shall be
voluntary or  involuntary  or be effected by operation of law or pursuant to any
judgment  or  order  of any  court  or any  order,  rule  or  regulation  of any
governmental or nongovernmental  body;  provided that any requirement for notice
or lapse of time or any other condition has been satisfied.

         "Extension Request" has the meaning given that term in Section 2.10.

         "Federal  Funds Rate" means,  on any day,  the rate per annum  (rounded
upward,  if  necessary,  to the  nearest  1/100th  of 1%) equal to the  weighted
average of the rates on overnight Federal funds transactions with members of the
Federal  Reserve  System  arranged  by Federal  funds  brokers  on such day,  as
published  by the  Federal  Reserve  Bank of New York on the  Business  Day next
succeeding  such day,  provided  that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such  transactions  on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is published on such next  succeeding  Business Day, the
Federal Funds Rate for such day shall be the average rate quoted to the Agent on
such day on such transactions as reasonably determined by the Agent.

         "Fee Income"  means,  with respect to a Person and for a given  period,
the amount of net income  accrued by such  Person  during such period from fees,
commissions  and other  compensation  derived from (a) managing  and/or  leasing
properties owned by third parties; (b) developing  properties for third parties;
(c)  arranging  for  property  acquisitions  by  third  parties;  (d)  arranging
financing for third parties and (e) consulting and business  services  performed
for third parties.

         "Funds From Operations" means, with respect to a Person and for a given
period,  net earnings (loss) of such Person for such period (excluding equity in
net  earnings  or net  loss of  Unconsolidated  Affiliates)  plus the sum of the
following  amounts (but only to the extent  included in  determining  net income
(loss) for such period):  (a) depreciation  and  amortization  expense and other
non-cash  charges of such Person with respect to its real estate assets for such
period plus (b) losses from sales of assets of such Person and losses  resulting
from restructuring of Indebtedness of such Person, all for such period minus (c)
gains from sales of assets of such Person and gains resulting from restructuring
of Indebtedness  of such Person,  all for such period plus (d) such Person's pro
rata share of Funds From Operations of such Person's  Unconsolidated  Affiliates
plus (e) adjustments for straight-line rent leveling for such period.

         "GAAP" shall mean generally accepted accounting principles set forth in
the  opinions  and  pronouncements  of the  Accounting  Principles  Board of the
American   Institute  of  Certified   Public   Accountants  and  statements  and
pronouncements  of the  Financial  Accounting  Standards  Board or in such other
statements by such other entity as may be approved by a  significant  segment of
the accounting  profession,  which are applicable to the circumstances as of the
date of determination.

         "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of,  registrations and filings with, and reports to, all
Governmental Authorities.

         "Governmental  Authority" means any national, state or local government
(whether domestic or foreign),  any political  subdivision  thereof or any other
governmental, quasi-governmental, judicial, public or statutory instrumentality,
authority,  body, agency, bureau or entity (including,  without limitation,  the
Federal Deposit  Insurance  Corporation,  the Comptroller of the Currency or the
Federal  Reserve  Board,  any central bank or any  comparable  authority) or any
arbitrator with authority to bind a party at law.


         "Gross  Asset  Value"  means,  at a  given  time,  the  sum of (a)  the
Capitalized EBITDA of the Parent and its Consolidated Subsidiaries at such time,
plus  (b)  the  Capitalized  Fee  Income  of the  Parent  and  its  Consolidated
Subsidiaries at such time, plus (c) the purchase price paid by the Parent or any
Consolidated   Subsidiary   (less  any  amounts  paid  to  the  Parent  or  such
Consolidated Subsidiary as a purchase price adjustment, held in escrow, retained
as a contingency  reserve, or other similar  arrangements) for any real property
acquired for  development  by the Parent or such  Consolidated  Subsidiary  as a
Property during the Parent's fiscal quarter most recently ended, plus (d) all of
Parent's and its Consolidated  Subsidiaries' cash and cash equivalents as of the
end of such fiscal quarter, plus (e) the lesser of (i) $30,000,000 and (ii) with
respect to each of the Parent's Unconsolidated  Affiliates,  (1) with respect to
any of  such  Unconsolidated  Affiliate's  Properties  under  construction,  the
Parent's  pro rata share of the book value of  Construction  in Process for such
Property  as of the end of such fiscal  quarter  and (2) with  respect to any of
such  Unconsolidated  Affiliate's  Properties  which  have been  completed,  the
Parent's pro rata share of Capitalized EBITDA of such  Unconsolidated  Affiliate
attributable to such Properties,  plus (f) the book value of all Construction in
Process  for real  property  acquired  for  development  by any Loan  Party as a
Property as such book value is set forth on the  Parent's  consolidated  balance
sheet most recently  delivered to the Lenders under Section  8.1.(a) or (b) plus
(g)  the   contractual   purchase  price  of  properties   subject  to  purchase
obligations,  repurchase  obligations and forward  commitments to the extent the
obligations are included in the Parent's or any Consolidated  Subsidiary's Total
Liabilities .

         "Guarantee"  by  any  Person  means  any   obligation,   contingent  or
otherwise,  of such Person directly or indirectly  guaranteeing any Indebtedness
or other  obligation of any other Person and, without limiting the generality of
the foregoing, any obligation,  direct or indirect,  contingent or otherwise, of
such Person (a) to purchase or pay (or advance or supply  funds for the purchase
or payment of) such Indebtedness or other obligation  (whether arising by virtue
of  partnership  arrangements,  by agreement to keep-well,  to purchase  assets,
goods,  securities  or  services,  to  take-or-pay,  or  to  maintain  financial
statement  conditions  or  otherwise)  or (b)  entered  into for the  purpose of
assuring  in any  other  manner  the  obligee  of  such  Indebtedness  or  other
obligation  of the payment  thereof or to protect such  obligee  against loss in
respect  thereof (in whole or in part),  provided that the term Guarantee  shall
not include  endorsements  for  collection or deposit in the ordinary  course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

         "Guarantor"  means (a) the Parent and (b) any Subsidiary other than RRC
FL SPC,  Inc., RRC GA SPC, Inc., RRC AL SPC, Inc., RRC MS SPC, Inc., RRC General
SPC Inc.,  RRC Limited  SPC,  Inc.,  Treasure  Coast  Investors,  Ltd.,  Regency
Rosewood Temple Terrace, Ltd., Landcom Regency Mandarin, Ltd., RSP IV Criterion,
Ltd.,  Equiport  Associates,   L.P.,  Branch/HOP  Associates,   L.P.,  Old  Fort
Associates,  L.P.,  Fieldstone  Associates,  L.P., RRC Operating  Partnership of
Georgia, L.P. and Regency Ocean East Partnership Limited.

         "Guaranty" means a Guaranty executed and delivered by a Guarantor
 substantially in the form of Exhibit O.

         "Hazardous Materials" means all or any of the following: (a) substances
that are  defined  or listed  in,  or  otherwise  classified  pursuant  to,  any
applicable Environmental Laws as "hazardous substances",  "hazardous materials",
"hazardous  wastes",  "toxic  substances" or any other  formulation  intended to
define, list or classify substances by reason of deleterious  properties such as
ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity or
"TLCP"  toxicity,  "EP  toxicity";  (b)  oil,  petroleum  or  petroleum  derived
substances,  natural  gas,  natural gas liquids or  synthetic  gas and  drilling
fluids,  produced  waters  and other  wastes  associated  with the  exploration,
development or production of crude oil, natural gas or geothermal resources; (c)
any flammable  substances or explosives or any  radioactive  materials;  and (d)
asbestos  in any form or (e)  electrical  equipment  which  contains  any oil or
dielectric fluid  containing  levels of  polychlorinated  biphenyls in excess of
fifty parts per million.


         "Indebtedness"  means,  with  respect  to a  Person,  at  the  time  of
computation thereof, all of the following (without duplication and determined on
a  consolidated  basis):  (a)  obligations  of such  Person in  respect of money
borrowed;  (b) obligations of such Person (other than trade debt incurred in the
ordinary course of business),  whether or not for money borrowed (i) represented
by notes payable,  or drafts accepted,  in each case representing  extensions of
credit, (ii) evidenced by bonds,  debentures,  notes or similar instruments,  or
(iii)  constituting  purchase money  indebtedness,  conditional sales contracts,
title  retention  debt  instruments  or other  similar  instruments,  upon which
interest  charges are customarily  paid or that are issued or assumed as full or
partial payment for property;  (c) Capitalized Lease Obligations of such Person;
(d) all reimbursement  obligations of such Person under any letters of credit or
acceptances  (whether or not the same have been presented for payment);  and (e)
all  Indebtedness of other Persons which (i) such Person has Guaranteed or which
is  otherwise  recourse  to such  Person  or (ii) are  secured  by a Lien on any
property of such Person.

         "Interest  Expense" means, with respect to a Person and for any period,
(a) the total  consolidated  interest expense  (including,  without  limitation,
capitalized  interest expense and interest  expense  attributable to Capitalized
Lease  Obligations)  of such Person and in any event shall  include all interest
expense  with  respect to any  Indebtedness  in respect of which such  Person is
wholly or partially  liable whether  pursuant to any repayment,  interest carry,
performance Guarantee or otherwise,  plus (b) such Person's  proportionate share
of all paid or  accrued  interest  expense  for such  period  of  Unconsolidated
Affiliates of such Person.

         "Interest Period" means,
         (a) with respect to any LIBOR Loan, each period  commencing on the date
such LIBOR Loan is made or the last day of the next  preceding  Interest  Period
for such Loan and  ending on the  numerically  corresponding  day in the  first,
second, third or sixth calendar month thereafter,  as the Borrower may select in
a Notice of Borrowing,  Notice of Continuation  or Notice of Conversion,  as the
case may be,  except  that  each  Interest  Period  that  commences  on the last
Business  Day  of a  calendar  month  (or on  any  day  for  which  there  is no
numerically  corresponding  day in the  appropriate  subsequent  calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month;

         (b) with respect to any Absolute  Rate Loan,  the period  commencing on
the  date  such  Absolute  Rate  Loan  is made  and  ending  on the  numerically
corresponding day in the first,  second, or third calendar month thereafter,  as
the  Borrower  may select as  provided  in  Section  2.2.(b),  except  that each
Interest  Period that commences on the last Business Day of a calendar month (or
on  any  day  for  which  there  is no  numerically  corresponding  day  in  the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month; and

         (c) with respect to any LIBOR Margin Loan,  each period  commencing  on
the  date  such  LIBOR  Margin  Loan  is  made  and  ending  on the  numerically
corresponding day in the first,  second or third calendar month  thereafter,  as
the  Borrower  may select as  provided  in  Section  2.2.(b),  except  that each
Interest  Period that commences on the last Business Day of a calendar month (or
on  any  day  for  which  there  is no  numerically  corresponding  day  in  the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month.

Notwithstanding  the foregoing:  (i) if any Interest Period for a Revolving Loan
or a Bid Rate Loan would  otherwise end after the Revolving  Credit  Termination
Date, such Interest Period shall end on the Revolving Credit  Termination  Date;
(ii) if any Interest Period would otherwise end after the Termination Date, such
Interest  Period shall end on the Termination  Date;  (iii) each Interest Period
that would  otherwise  end on a day which is not a Business Day shall end on the
next succeeding  Business Day (or, if such next succeeding Business Day falls in
the next succeeding  calendar  month,  on the next preceding  Business Day); and
(iv) notwithstanding  either of the immediately  preceding clauses (i) and (ii),
no  Interest  Period for any LIBOR  Loan shall have a duration  of less than one
month and,  if the  Interest  Period for any LIBOR  Loan  would  otherwise  be a
shorter period, such Loan shall not be available hereunder for such period.

         "Interest  Rate  Agreement"  means any  interest  rate swap  agreement,
interest rate cap  agreement,  interest  rate collar  agreement or other similar
contractual  agreement  or  arrangement  entered  into  by  the  Parent  with  a
nationally  recognized then rated investment grade financial institution for the
purpose of protecting the Parent against fluctuations in interest rates.

         "Internal  Revenue  Code" means the Internal  Revenue Code of 1986,  as
amended, or any successor statute.

         "Investment"  means, with respect to any Person and whether or not such
investment  constitutes a controlling  interest in such Person: (a) the purchase
or other  acquisition  of any share of capital  stock or other equity  interest,
evidence of Indebtedness  or other security issued by any other Person;  (b) any
loan,  advance or extension of credit to, or contribution to the capital of, any
other Person;  (c) any Guaranty of the Indebtedness of any other Person; (d) the
subordination  of any  claim  against  a Person  to other  Indebtedness  of such
Person; and (e) any other investment in any other Person.

         "Investment  Grade  Rating"  means a Credit Rating of BBB- or higher by
S&P or Baa3 or higher by Moody's.

         "Lender"  means  each  financial  institution  from time to time  party
hereto as a "Lender" or a  "Designated  Lender,"  together  with its  respective
successors and assigns; provided,  however, that the term "Lender" shall exclude
each Designated  Lender when used in reference to any Loan other than a Bid Rate
Loan,  the  Commitments or terms relating to any Loan other than a Bid Rate Loan
and the Commitments  and shall further  exclude each  Designated  Lender for all
other purposes  hereunder  except that any  Designated  Lender which funds a Bid
Rate Loan shall,  subject to Section  12.8.(d),  have the rights  (including the
rights given to a Lender  contained in Sections 12.3. and 12.5.) and obligations
of a Lender associated with holding such Bid Rate Loan.

         "Lending  Office" means, for each Lender and for each Type of Loan, the
office of such Lender specified as such on its signature page hereto,  or in any
applicable  Assignment  or  Acceptance  Agreement  or such other  office of such
Lender as such Lender may notify the Agent from time to time.

         "LIBO Rate" means, with respect to each Interest Period,  for any LIBOR
Loan or LIBOR  Margin  Loan,  the average  rate of interest  per annum  (rounded
upwards,  if necessary,  to the next highest  1/16th of 1%) at which deposits in
immediately available funds in Dollars are offered to Wells Fargo Bank, National
Association  (at  approximately  9:00 a.m., two Business Days prior to the first
day of such Interest  Period) by first class banks in the  interbank  Eurodollar
market,  for delivery on the first day of such  Interest  Period,  such deposits
being for a period of time equal or comparable to such Interest Period and in an
amount equal to or comparable to the principal amount of the LIBOR Loan to which
such Interest Period relates.  Each  determination of the LIBO Rate by the Agent
shall, in absence of demonstrable error, be conclusive and binding.

         "LIBOR  Auction" means a solicitation  of Bid Rate Quotes setting forth
LIBOR Margins based on the LIBO Rate pursuant to Section 2.2.

         "LIBOR  Loan"  means any  Revolving  Loan or Term Loan  hereunder  with
respect to which the interest  rate is  calculated by reference to the LIBO Rate
for a particular Interest Period.

         "LIBOR Margin" shall have the meaning assigned to such term in 
Section 2.2.(c)(ii)(D).

         "LIBOR Margin Loan" means a Bid Rate Loan the interest rate on which is
determined on the basis of the LIBO Rate pursuant to a LIBOR Auction.

         "Lien"  as  applied  to the  property  of any  Person  means:  (a)  any
mortgage,  deed to secure debt,  deed of trust,  pledge,  lien,  charge or lease
constituting a Capitalized  Lease  Obligation,  conditional  sale or other title
retention agreement,  or other security interest,  security title or encumbrance
of any kind in respect of any  property  of such  Person,  or upon the income or
profits  therefrom;  (b) any  arrangement,  express or implied,  under which any
property of such Person is transferred,  sequestered or otherwise identified for
the purpose of subjecting the same to the payment of Indebtedness or performance
of any other  obligation  in priority to the payment of the  general,  unsecured
creditors of such Person;  and (c) the filing of, or any agreement to give,  any
financing  statement under the Uniform  Commercial Code or its equivalent in any
jurisdiction.
         "Loan" means a Revolving Loan, a Bid Rate Loan, a Swingline Loan or a
 Term Loan.

         "Loan Document" means this  Agreement,  each of the Notes,  each of the
Guaranties, any agreement evidencing the fees referred to in Section 3.1.(e) and
each other document or instrument  executed and delivered by the Borrower or any
other Loan Party in connection with this Agreement or any of the other foregoing
documents.

         "Loan Party" means each of the Borrower and each Guarantor.

         "Majority Lenders" means, as of any date, (a) all Lenders, if there are
fewer than three  Lenders  party  hereto at such time and (b) the Lenders  whose
combined  Pro Rata Shares  equal or exceed  66-2/3%,  if there are three or more
Lenders party hereto at such time.

         "Material Contract" means any agreement, lease, Mortgage, indenture, or
other contract or other arrangement (other than Loan Documents), whether written
or oral, to which the Borrower, any Guarantor or any other Subsidiary is a party
as to which the breach, nonperformance,  cancellation or failure to renew by any
party thereto could have a Materially Adverse Effect.

         "Materially  Adverse  Effect" means a materially  adverse effect on (a)
the business, assets, liabilities, financial condition, results of operations or
business  prospects  of the Borrower and  Consolidated  Subsidiaries  taken as a
whole,  (b) the  ability of the  Borrower or any other Loan Party to perform its
obligations  under any Loan Document to which it is a party, (c) the validity or
enforceability of any of such Loan Documents, (d) the rights and remedies of the
Lenders and the Agent under any of such Loan Documents or (e) the timely payment
of the  principal  of or  interest  on the  Loans or other  amounts  payable  in
connection therewith. Except with respect to representations made or deemed made
by the  Borrower  under  Article  VII. or in any of the other Loan  Documents to
which it is a party,  all  determinations  of  materiality  shall be made by the
Agent in its reasonable judgment unless expressly provided otherwise.

         "Maximum Loan  Availability"  means,  at any time, the lesser of (a) an
amount equal to the positive  difference,  if any, of (i) the Unencumbered  Pool
Value  divided by 1.75,  minus (ii) all  Unsecured  Liabilities  (other than the
Loans),  of the Parent and its Subsidiaries  determined on a consolidated  basis
and (b) the aggregate amount of the Commitments at such time.

         "Moody's" means Moody's Investors Services, Inc.

         "Mortgage"  means a  mortgage,  deed of trust,  deed to secure  debt or
similar security instrument made or to be made by a Person owning an interest in
real estate  granting a Lien on such interest in real estate as security for the
payment of Indebtedness.

         "Multiemployer  Plan"  means a  multiemployer  plan  defined as such in
Section 3(37) of ERISA to which  contributions have been made by the Borrower or
any ERISA Affiliate and which is covered by Title IV of ERISA.

         "Net Operating  Income" means, for any Property and for a given period,
the sum of the following  (without  duplication):  (a) rents and other  revenues
received in the ordinary course from such Property  (including  proceeds of rent
loss insurance but excluding  pre-paid rents and revenues and security  deposits
except to the extent applied in satisfaction  of tenants'  obligations for rent)
minus (b) all expenses paid or accrued  related to the  ownership,  operation or
maintenance  of such property,  including but not limited to taxes,  assessments
and the like,  insurance,  utilities,  payroll  costs,  maintenance,  repair and
landscaping  expenses,   marketing  expenses,  and  general  and  administrative
expenses   (including  an   appropriate   allocation   for  legal,   accounting,
advertising,  marketing  and other  expenses  incurred in  connection  with such
property,  but specifically  excluding general overhead expenses of Borrower and
any property  management  fees) minus (c) the Reserve for  Replacements for such
Property  as of the end of such  period  minus (d) the greater of (i) the actual
property  management fee paid during such period and (ii) an imputed  management
fee in the amount of four percent (4.0%) of the gross revenues for such Property
for such period.

         "Net Worth" means, for any Person and as of a given date, such Person's
total consolidated  stockholder's equity plus, in the case of the Parent and its
Consolidated  Subsidiaries,  increases in accumulated depreciation accrued after
the Agreement Date minus (to the extent  reflected in determining  stockholders'
equity of such Person):  (a) the amount of any write-up in the book value of any
assets contained in any balance sheet resulting from revaluation  thereof or any
write-up in excess of the cost of such assets acquired, and (b) the aggregate of
all  amounts  appearing  on the  assets  side  of any  such  balance  sheet  for
franchises,   licenses,  permits,  patents,  patent  applications,   copyrights,
trademarks,   trade   names,   goodwill,   treasury   stock,   experimental   or
organizational  expenses  and other like  assets  which would be  classified  as
intangible assets under GAAP, all determined on a consolidated basis.


         "Non-ERISA Plan" means any Plan subject to Section 4975 of the Internal
Revenue Code.
         "Note" means a Revolving Note, a Bid Rate Note or a Swingline Note.
         "Notice of Borrowing" means a notice in the form of Exhibit F to be 
delivered to the Agent pursuant to Section 2.1. evidencing the Borrower's 
request for a borrowing of Revolving Loans.

         "Notice of Continuation" means a notice in the form of Exhibit G to be
 delivered to the Agent pursuant to Section 2.5. evidencing the Borrower's 
request for the Continuation of a borrowing of Revolving Loans.
         "Notice of Conversion" means a notice in the form of Exhibit H to be
 delivered to the Agent pursuant to Section 2.6. evidencing the Borrower's
 request for the Conversion of a borrowing of Revolving Loans.

         "Notice of Swingline Borrowing" means a notice in the form of Exhibit L
to be delivered to the Swingline  Lender pursuant to Section 2.3.(b)  evidencing
the Borrower's request for a Swingline Loan.

         "Obligations" means,  individually and collectively:  (a) the aggregate
principal balance of, and all accrued and unpaid interest on, all Loans; (b) any
and all  renewals  and  extensions  of any of the  foregoing  and (c) all  other
indebtedness,  liabilities,  obligations,  covenants  and duties of the Borrower
owing to the Agent and/or the Lenders and/or the Swingline Lender of every kind,
nature and  description,  under or in respect  of this  Agreement  or any of the
other Loan Documents, whether direct or indirect, absolute or contingent, due or
not due, contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any promissory note.

         "Occupancy  Rate" means,  with  respect to a Property at any time,  the
ratio, expressed as a percentage, of (a) the net rentable square footage of such
Property  actually occupied by tenants paying rent pursuant to binding leases as
to which no monetary default has occurred and is continuing to (b) the aggregate
net rentable square footage of such Property.

         "Parent" means Regency Retail Corporation, a Florida corporation.

         "Parent Credit  Agreement"  means the Credit  Agreement dated as of May
17,  1996,  as  amended,  by  and  among  the  Parent,  each  of  the  financial
institutions  initially a signatory  thereto together with their assignees under
Section 12.8 thereof, and Wells Fargo Bank, National Association, as Agent.

         "Participant" has the meaning given that term in Section 12.8.

         "PBGC" means the Pension  Benefit  Guaranty  Corporation  or any entity
succeeding to any or all of its functions under ERISA.

         "Permitted  Liens" means (a) pledges or deposits made to secure payment
of worker's  compensation  (or to  participate  in any fund in  connection  with
worker's compensation  insurance),  unemployment  insurance,  pensions or social
security  programs;   (b)  encumbrances   consisting  of  zoning   restrictions,
easements, or other restrictions on the use of real property, provided that such
items  do not  materially  impair  the use of  such  property  for the  purposes
intended  and none of which is violated in any  material  respect by existing or
proposed  structures  or land use;  (c) the  following to the extent no Lien has
been filed in any jurisdiction or agreed to: (i) Liens for taxes not yet due and
payable; or (ii) Liens imposed by mandatory provisions of Applicable Law such as
for  materialmen's,  mechanic's,  warehousemen's and other like Liens arising in
the ordinary course of business, securing payment of Indebtedness the payment of
which is not yet due; (d) Liens for taxes,  assessments and governmental charges
or assessments that are being contested in good faith by appropriate proceedings
diligently  conducted,  and in which reserves  acceptable to the Agent have been
provided;  (e) Liens expressly  permitted under the terms of the Loan Documents;
and (f) any  extension,  renewal or  replacement  of the foregoing to the extent
such Lien as so  extended,  renewed or replaced  would  otherwise  be  permitted
hereunder.

         "Person" means an individual, a corporation,  a partnership,  a limited
liability company, an association,  a trust or any other entity or organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

         "Plan"  means at any time an  employee  pension  benefit  plan which is
covered by Title IV of ERISA or subject to the minimum  funding  standards under
Section 412 of the Internal Revenue Code.
         "Principal  Office"  means the  office of the Agent  located at 2120 E.
Park Place, Suite 100, El Segundo, California 90245, or such other office of the
Agent as the Agent may designate from time to time.

         "Pro Rata Share"  means,  with  respect to any Lender,  the  percentage
obtained  by  dividing  (a) the amount of such  Lender's  Commitment  by (b) the
aggregate amount of Commitments of all the Lenders, or, if the Commitments shall
have been  terminated,  the  percentage  obtained by dividing (i) the  aggregate
unpaid  principal  amount of Loans  owing to such  Lender by (ii) the  aggregate
unpaid principal amount of all Loans.
         "Property"  means real  property  improved  with one or more  operating
retail  shopping   centers  or  office  buildings  that  is  owned  directly  or
indirectly, in whole or in part, by the Borrower.
         "Rating Agencies" means any two nationally recognized securities rating
agencies  designated by the Borrower and  acceptable  to the Agent.  One of such
ratings  agencies  must be  either  (a)  Moody's  or (b) S&P,  but if both  such
corporations  cease to act as a  securities  rating  agency or cease to  provide
ratings with respect to the senior  long-term  unsecured debt obligations of the
Borrower,  the  Borrower  may  designate  as a  replacement  Rating  Agency  any
nationally recognized securities rating agency acceptable to the Agent.
         "Regency Office" means Regency Office Partnership, L.P.

         "Regency Office Properties" means the three Properties owned by Regency
Office and  referred  to as (a) the  "Cherry  Grove"  shopping  center,  (b) the
"Bloomingdale"  shopping  center and (c) either (i) the "Paragon  Cable"  office
building  or (ii)  another  shopping  center  Property  acquired  pursuant  to a
"like-kind"  exchange  under  Section 1031 of the  Internal  Revenue Code of the
"Paragon Cable" office building for such shopping center.
         "Regulations  G, U and X" means  Regulations G, U and X of the Board of
Governors of the Federal Reserve System, as in effect from time to time.
         "Regulatory  Change"  means,  with  respect to any  Lender,  any change
effective  after  the  Agreement  Date  in  Applicable  Law  (including  without
limitation,  Regulation  D of the  Board of  Governors  of the  Federal  Reserve
System)  or the  adoption  or  making  after  such  date of any  interpretation,
directive or request applying to a class of banks,  including such Lender, of or
under any  Applicable Law (whether or not having the force of law and whether or
not failure to comply therewith would be unlawful) by any Governmental Authority
or monetary authority charged with the interpretation or administration  thereof
or  compliance  by any Lender with any request or  directive  regarding  capital
adequacy.
         "REIT"  means a  Person  qualifying  for  treatment  as a "real  estate
investment trust" under the Internal Revenue Code.
         "Reportable  Event" has the  meaning  set forth in  Section  4043(b) of
ERISA, but shall not include a Reportable Event as to which the provision for 30
days' notice to the PBGC is waived under applicable regulations.

         "Reserve for  Replacements"  means,  for any period and with respect to
any  Property,  an  amount  equal to (a) the  aggregate  square  footage  of all
completed space of such Property times (b) $0.15 times (c) the number of days in
such period divided by (d) 365.

         "Restricted  Payment" means, with respect to a Person: (a) any dividend
or other distribution, direct or indirect, on account of any shares of any class
of stock of such Person now or hereafter outstanding,  except a dividend payable
solely in shares of that class of stock to the  holders of that  class;  (b) any
redemption,  conversion,  exchange, retirement, sinking fund or similar payment,
purchase or other  acquisition for value,  direct or indirect,  of any shares of
any class of stock of such  Person  now or  hereafter  outstanding;  and (c) any
payment made to retire, or to obtain the surrender of, any outstanding warrants,
options or other  rights to acquire  shares of any class of stock of such Person
now or hereafter outstanding.

         "Revolving  Credit  Termination Date" means the earlier to occur of (a)
May 17,  2000,  or such  later  date to  which  such  date  may be  extended  in
accordance  with Section 2.10 or (b) the date on which the  Revolving  Loans are
converted into the Term Loan pursuant to Section 2.11.

         "Revolving Loan" means a loan made by a Lender under Section 2.1.

         "Revolving Note" has the meaning given that term in Section 2.12.

         "Revolving  Period" means the period  commencing on the Effective  Date
and ending on the earlier of (a) the Revolving  Credit  Termination  Date or (b)
the date on which the Revolving  Loans are converted into the Term Loan pursuant
to Section 2.11.

         "Secured   Indebtedness"   means,  with  respect  to  any  Person,  any
Indebtedness  of such  Person  that is  secured in any manner by any Lien on any
real  property  and shall  include  such  Person's pro rata share of the Secured
Indebtedness of any of such Person's Unconsolidated Affiliates.

         "Securities Act" means the Securities Act of 1933, as amended,  and all
rules and regulations issued pursuant thereto.
         "Solvent"  means,  when used with  respect to any Person,  that (a) the
fair value and the fair salable value of its assets  (excluding any Indebtedness
due from any Affiliate of such Person) are each in excess of the fair  valuation
of its total liabilities  (including all contingent  liabilities);  and (b) such
Person is able to pay its debts or other  obligations in the ordinary  course as
they mature and (c) that the Person has capital not unreasonably  small to carry
on its business and all business in which it proposes to be engaged.
         "S&P"  means  Standard  &  Poor's  Rating   Services,   a  division  of
McGraw-Hill Companies, Inc.

"Stein Parties" means (a) Joan Stein,  Richard Stein, Robert Stein and Martin E.
Stein,  Jr. and (b) The Regency  Group,  Inc.,  The Regency  Group II, Ltd.  and
Regency Square II but only so long as the foregoing individuals own, directly or
indirectly, all of the capital stock of any such entity.
         
"Subsidiary"  means, for any Person,  any  corporation,  partnership or
other entity of which at least a majority of the  securities or other  ownership
interests  having by the terms thereof ordinary voting power to elect a majority
of the board of directors or other persons  performing similar functions of such
corporation,  partnership or other entity  (without  regard to the occurrence of
any  contingency)  is at the time directly or indirectly  owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more  Subsidiaries of such Person.  "Wholly Owned  Subsidiary" means any such
corporation,  partnership or other entity of which all of the equity  securities
or  other  ownership  interests  (other  than,  in the  case  of a  corporation,
directors' qualifying shares) are so owned or controlled.

         "Swingline  Commitment" means the Swingline Lender's obligation to make
Swingline  Loans pursuant to Section 2.3. in an amount up to, but not exceeding,
$20,000,000,  as such amount may be reduced from time to time in accordance with
the terms hereof.

         "Swingline  Lender"  means  Wells  Fargo  Bank,  National  Association,
together with its respective successors and assigns.

         "Swingline  Loan"  means a loan  made by the  Swingline  Lender  to the
Borrower pursuant to Section 2.3.(a).

         "Swingline  Note" means the promissory note of the Borrower  payable to
the order of the Swingline  Lender in a principal  amount equal to the amount of
the Swingline  Commitment as originally in effect and otherwise duly  completed,
substantially in the form of Exhibit E.

         "Taxes" has the meaning given that term in Section 3.11.

         "Term Loan" has the meaning given that term in Section 2.11.

         "Termination  Date" means the date two years after the Revolving Credit
Termination Date.

         "Termination  Event" means (a) a Reportable  Event; (b) the filing of a
notice of intent to terminate a Plan or the  treatment of a Plan  amendment as a
termination under Section 4041 of ERISA or (c) the institution of proceedings to
terminate a Plan by the PBGC under Section 4042 of ERISA,  or the appointment of
a trustee to administer any Plan.

         "Total  Liabilities"  means,  as to any Person as of a given date,  all
liabilities  which would, in conformity  with GAAP, be properly  classified as a
liability on the consolidated  balance sheet of such Person as at such date, and
in any event shall include (without  duplication):  (a) all Indebtedness of such
Person; (b) all accounts payable of such Person; (c) all purchase and repurchase
obligations  and  forward  commitments  of  such  Person  (to  the  extent  such
obligations or commitments are evidenced by a binding purchase  agreement);  (d)
all unfunded  obligations  of such  Person;  (e) all lease  obligations  of such
person (including ground leases); (f) all Contingent  Obligations of such Person
including,  without  limitation,  all Guarantees of Indebtedness by such Person;
(g) such Person's  proportionate  share of  Indebtedness  of any  Unconsolidated
Affiliate  of such  Person,  which  Indebtedness  such Person is  obligated on a
non-recourse  basis;  (h) all  Indebtedness  of any other  Person of which  such
Person is a general partner;  and (i) all liabilities of any such Unconsolidated
Affiliate,  which  liabilities  such  Person  has  Guaranteed  or  is  otherwise
obligated on a recourse basis.

         "Type"  with  respect to any  Revolving  Loan or Term  Loan,  refers to
whether  such Loan is a LIBOR Loan or a Base Rate Loan,  or in the case of a Bid
Rate Loan only, an Absolute Rate Loan or a LIBOR Margin Loan.


         "Unconsolidated  Affiliate" shall mean, with respect to any Person, any
other  Person in whom such  Person  holds an  Investment,  which  Investment  is
accounted for in the  financial  statements of such Person on an equity basis of
accounting and whose financial results would not be consolidated under GAAP with
the financial results of such Person on the consolidated financial statements of
such Person.

         "Unencumbered Pool Certificate" means a report,  certified by the chief
financial  officer  of the  Borrower  in the manner  provided  for in Exhibit P,
setting forth the calculations required to establish the Unencumbered Pool Value
as of a specified date, all in form and detail satisfactory to the Agent.

         "Unencumbered Pool Properties" means those Eligible Properties that
 have been approved pursuant to Article IV. for inclusion when calculating the
 Maximum Loan Availability.

         "Unencumbered  Pool Value" means, at any time, the sum of the following
amounts as determined for each Unencumbered Pool Property: (a) the Net Operating
Income of such  Unencumbered  Pool Property for the fiscal quarter most recently
ended times (b) 4 and divided by (c) 10.0%, in the case of an Unencumbered  Pool
Property, if any, consisting of office building property, and 9.25%, in the case
of an Unencumbered Pool Property consisting of a retail shopping center.

         "Unencumbered  NOI" means, for any period,  the aggregate Net Operating
Income for such period of  Unencumbered  Pool  Properties and any other Property
which satisfies the requirements set forth in clauses (a) through (c) and (e) of
the definition of Eligible Property.

         "Unprotected  Floating  Rate Debt" means all  Indebtedness  of a Person
(including,  without  limitation,  Indebtedness of Unconsolidated  Affiliates of
such Person which  Indebtedness is recourse to such Person) which bears interest
at  a  variable  rate  that  fluctuates   during  the  scheduled  life  of  such
Indebtedness and for which such Person has not obtained Interest Rate Agreements
which effectively cause such variable rates to be equivalent to fixed rates less
than or equal to 9% per annum.

         "Unsecured   Indebtedness"   means,  with  respect  to  a  Person,  all
Indebtedness of such Person that is not Secured Indebtedness.

         "Unsecured Liabilities" means, as to any Person as of a given date, (a)
all liabilities which would, in conformity with GAAP, be properly  classified as
a liability  on the  consolidated  balance  sheet of such Person as at such date
plus (b) all  Indebtedness  of such  Person (to the extent not  included  in the
preceding  clause (a)) minus (c) all Secured  Indebtedness of such Person.  When
determining the Unsecured  Liabilities of the Parent and its  Subsidiaries:  (i)
the following shall be excluded: (A) any amounts related to contributions by the
Borrower paid in the Borrower's  capital stock to the 401(k) plan  maintained by
the  Borrower  and (B)  contributions  paid by the  Borrower  to the  Borrower's
Long-term  Omnibus Plan;  (ii) accounts  payable and accrued  dividends  payable
shall be included only to the extent the aggregate  amount  thereof  exceeds the
aggregate amount of unrestricted cash then reportable on a consolidated  balance
sheet of the  Borrower  and (iii)  accrued  property  taxes in  respect  of real
property  shall be  included  only to the extent the  aggregate  amount  thereof
exceeds the aggregate  amount of cash held by the Borrower and its  Subsidiaries
in escrow for the payment of such taxes at such time.

         "Unsecured  Interest Expense" means, with respect to a Person and for a
given period,  all Interest  Expense for such period  attributable the Unsecured
Indebtedness of such Person.


         "U.S. Realty" means Security Capital U.S. Realty, a Luxembourg
 societe d'investment a capital variable.

         "Wells Fargo" means Wells Fargo Bank, National Association.

         SECTION 1.2.  General; References to Time.

         Unless  otherwise   indicated,   all  accounting   terms,   ratios  and
measurements  shall be  interpreted  or determined in accordance  with,  and all
financial  statements  required to be delivered under any Loan Document shall be
prepared in accordance  with,  GAAP.  With respect to any Property which has not
been owned by a Loan Party for a full fiscal  quarter,  financial  amounts  with
respect to such  Property  shall be adjusted  appropriately  to account for such
lesser  period of  ownership  unless  specifically  provided  otherwise  herein.
References  in  this  Agreement  to  "Sections",   "Articles",   "Exhibits"  and
"Schedules" are to sections,  articles, exhibits and schedules herein and hereto
unless  otherwise  indicated.  References  in this  Agreement  to any  document,
instrument  or agreement  (a) shall  include all  exhibits,  schedules and other
attachments thereto, (b) shall include all documents,  instruments or agreements
issued or executed in  replacement  thereof,  and (c) shall mean such  document,
instrument or agreement,  or  replacement or  predecessor  thereto,  as amended,
supplemented,  restated or otherwise modified from time to time and in effect at
any given  time.  Wherever  from the context it appears  appropriate,  each term
stated in either the singular or plural  shall  include the singular and plural,
and pronouns  stated in the  masculine,  feminine or neuter gender shall include
the masculine,  the feminine and the neuter.  Unless explicitly set forth to the
contrary,  a reference to  "Subsidiary"  means a  Subsidiary  of the Parent or a
Subsidiary  of  such  Subsidiary  and a  reference  to an  "Affiliate"  means  a
reference to an Affiliate  of the  Borrower.  Unless  otherwise  indicated,  all
references to time are references to San Francisco, California time.

                           ARTICLE II. CREDIT FACILITY

         SECTION 2.1.  Revolving Loans.

         (a) Making of Revolving Loans.  Subject to the terms and conditions set
forth in this Agreement and the  limitations  set forth in Section  2.13.,  each
Lender  severally and not jointly agrees to make Revolving Loans to the Borrower
during the period from and  including  the  Effective  Date to but excluding the
Revolving Credit  Termination Date, in an aggregate  principal amount at any one
time  outstanding  up to, but not exceeding  such Lender's Pro Rata Share of the
Maximum Loan Availability.  Each borrowing of Revolving Loans hereunder shall be
in an  aggregate  principal  amount of  $1,000,000  and  integral  multiples  of
$100,000 in excess of that amount (except that any such Revolving Loan may be in
the aggregate amount of the unused  Commitments,  which Revolving Loans, if less
than  $1,000,000,  must be Base Rate  Loans).  Within the  foregoing  limits and
subject to the other terms of this Agreement, the Borrower may borrow, repay and
reborrow Revolving Loans.

         (b) Requests for Revolving Loans. Not later than 9:00 a.m. at least two
Business  Days prior to a  borrowing  of Base Rate Loans and not later than 9:00
a.m.  at least three  Business  Days prior to a borrowing  of LIBOR  Loans,  the
Borrower  shall  deliver  to the Agent a Notice  of  Borrowing.  Each  Notice of
Borrowing  shall  specify  the  principal  amount  of the  Revolving  Loan to be
borrowed,  the date  such  Revolving  Loan is to be  borrowed  (which  must be a
Business Day),  the use of the proceeds of such Revolving  Loan, the Type of the
requested  Revolving  Loan and if such Revolving Loan is to be a LIBOR Loan, the
initial  Interest Period for such Revolving Loan. Each Notice of Borrowing shall
be  irrevocable  once given and binding on the  Borrower.  Prior to delivering a
Notice of Borrowing,  the Borrower may (without  specifying  whether a Revolving
Loan will be a Base Rate Loan or a LIBOR Loan)  request  that the Agent  provide
the Borrower  with the most recent LIBO Rate  available to the Agent.  The Agent
shall provide such quoted rate to the Borrower and to the Lenders on the date of
such request or as soon as possible thereafter.


         (c) Funding of Revolving  Loans.  Promptly after receipt of a Notice of
Borrowing under Section 2.1.(b),  the Agent shall notify each Lender by telex or
telecopy, or other similar form of transmission of the proposed borrowing.  Each
Lender shall deposit an amount equal to its Pro Rata Share of the Revolving Loan
requested  by the  Borrower  with the Agent at the Agent's  Lending  Office,  in
immediately  available  funds  not  later  than  9:00  a.m.  on the date of such
proposed Revolving Loan. Upon fulfillment of all applicable conditions set forth
herein,  the Agent shall make  available to the Borrower at the Agent's  Lending
Office,  not later than 12:00 noon on the date of the requested  Revolving Loan,
the proceeds of such amounts received by the Agent. The failure of any Lender to
deposit  the amount  described  above with the Agent shall not relieve any other
Lender of its  obligations  hereunder  to make its Pro Rata Share of a Revolving
Loan.

         (d) Unless the Agent  shall have been  notified by any Lender that such
Lender will not make  available  to the Agent such  Lender's Pro Rata Share of a
proposed Revolving Loan, the Agent may in its discretion assume that such Lender
has made such Pro Rata Share of such  Revolving  Loan  available to the Agent in
accordance with this Section and the Agent may, if it chooses,  in reliance upon
such  assumption,  make such Pro Rata Share of such  Revolving Loan available to
the Borrower.

         SECTION 2.2.  Bid Rate Loans.

         (a) Bid Rate Loans.  In addition to borrowings of Revolving  Loans,  at
any  time  during  the  period  from the  Effective  Date to but  excluding  the
Revolving Credit Termination Date, and so long as the Borrower has been assigned
and continues to maintain an Investment  Grade Rating from both S&P and Moody's,
the  Borrower  may,  as set forth in this  Section,  request the Lenders to make
offers to make Bid Rate Loans to the  Borrower in Dollars.  The Lenders may, but
shall have no  obligation  to, make such offers and the Borrower  may, but shall
have no  obligation  to,  accept any such offers in the manner set forth in this
Section.

         (b)  Requests for Bid Rate Loans.  When the Borrower  wishes to request
from the Lenders  offers to make Bid Rate Loans,  it shall give the Agent notice
(a "Bid Rate Quote Request") so as to be received no later than 9:00 a.m. on (x)
the Business Day immediately  preceding the date of borrowing  proposed therein,
in the case of an Absolute  Rate Auction and (y) on the date four  Business Days
prior to the proposed date of  borrowing,  in the case of a LIBOR  Auction.  The
Agent  shall  deliver  to each  Lender  a copy of each Bid  Rate  Quote  Request
promptly upon receipt  thereof by the Agent.  The Borrower may request offers to
make Bid Rate  Loans for up to 3  different  Interest  Periods  in each Bid Rate
Quote Request (for which purpose Interest Periods in different  lettered clauses
of the definition of the term "Interest  Period" shall be deemed to be different
Interest  Periods even if they are  coterminous);  provided that the request for
each  separate  Interest  Period shall be deemed to be a separate Bid Rate Quote
Request for a separate  borrowing (a "Bid Rate Borrowing").  Each Bid Rate Quote
Request shall be  substantially in the form of Exhibit I and shall specify as to
each Bid Rate Borrowing:

   (i)      the proposed date of such borrowing, which shall be a Business Day;

                  (ii) the  aggregate  amount of such Bid Rate  Borrowing  which
         shall be in a minimum amount of $15,000,000  and integral  multiples of
         $1,000,000  in excess  thereof  which shall not cause any of the limits
         specified in Section 2.13. to be violated;

                  (iii)    whether the Bid Rate Quote Request is for LIBOR
 Margin Loans or Absolute Rate Loans;    and

                  (iv) the duration of the Interest Period applicable thereto.

         The Borrower  shall  deliver no more than one Bid Rate Quote Request in
any calendar month and no Bid Rate Quote Request shall be delivered  within five
Business Days of the giving of any other Bid Rate Quote Request.

         (c)      Bid Rate Quotes.

                  (i) Each Lender may submit one or more Bid Rate  Quotes,  each
         containing an offer to make a Bid Rate Loan in response to any Bid Rate
         Quote Request;  provided that, if the Borrower's  request under Section
         2.2.(b) specified more than one Interest Period, such Lender may make a
         single  submission  containing  only one Bid Rate  Quote  for each such
         Interest Period. Each Bid Rate Quote must be submitted to the Agent not
         later than 7:30 a.m. (x) on the proposed date of borrowing, in the case
         of an Absolute  Rate  Auction and (y) on the date three  Business  Days
         prior  to the  proposed  date  of  borrowing,  in the  case  of a LIBOR
         Auction,  and in either  case the Agent  shall  disregard  any Bid Rate
         Quote received after such time; provided that the Lender then acting as
         Agent may submit a Bid Rate Quote only if it notifies  the  Borrower of
         the terms of the offer  contained  therein  not later  than 30  minutes
         prior to the latest  time by which the Lenders  must submit  applicable
         Bid Rate Quotes.  Subject to Articles VI. and X., any Bid Rate Quote so
         made  shall be  irrevocable.  Such Bid Rate  Loans  may be  funded by a
         Lender's  Designated  Lender (if any) as provided in Section  12.8.(d),
         however  such  Lender  shall not be required to specify in its Bid Rate
         Quote  whether  such Bid Rate Loan  will be  funded by such  Designated
         Lender.


                  (ii) Each Bid Rate Quote shall be substantially in the form of
Exhibit J and shall specify:

             the proposed date of borrowing and the Interest Period therefor;

                           (B) the  principal  amount  of the Bid Rate  Loan for
                  which  each  such  offer  is  being  made;  provided  that the
                  aggregate  principal  amount of all Bid Rate Loans for which a
                  Lender submits Bid Rate Quotes (x) may be greater or less than
                  the  Commitment  of such  Lender  but (y) shall not exceed the
                  principal  amount of the Bid Rate  Borrowing  for a particular
                  Interest Period for which offers were requested;

                           (C) in the case of an Absolute Rate Auction, the rate
                  of interest per annum (rounded upwards,  if necessary,  to the
                  nearest  1/1,000th of 1%) offered for each such  Absolute Rate
                  Loan (the "Absolute Rate");

                           (D) in the case of a LIBOR Auction,  the margin above
                  or below  applicable  LIBOR (the "LIBOR  Margin")  offered for
                  each  such  LIBOR  Margin  Loan,  expressed  as  a  percentage
                  (rounded  upwards,  if necessary,  to the nearest 1/1,000th of
                  1%) to be added to (or subtracted from) the applicable LIBOR;

                           (E)      the identity of the quoting Lender; and

                           (F) any Bid Rate Quote  shall be in a minimum  amount
                  of $5,000,000  and integral  multiples of $1,000,000 in excess
                  thereof.

                  No Bid Rate Quote shall  contain  qualifying,  conditional  or
         similar  language  or propose  terms other than or in addition to those
         set forth in the  applicable Bid Rate Quote Request and, in particular,
         no Bid Rate Quote may be conditioned upon acceptance by the Borrower of
         all (or some specified minimum) of the principal amount of the Bid Rate
         Loan for which such Bid Rate Quote is being made.

         (d)  Notification by Agent. The Agent shall, as promptly as practicable
after the Bid Rate  Quotes are  submitted  (but in any event not later than 8:30
a.m.  (x) on the proposed  date of  borrowing,  in the case of an Absolute  Rate
Margin and (y) on the date three  Business  Days prior to the  proposed  date of
borrowing, in the case of a LIBOR Auction), notify the Borrower of the terms (i)
of any Bid Rate Quote  submitted by a Lender that is in accordance  with Section
2.2.(c) and (ii) of any Bid Rate Quote that  amends,  modifies  or is  otherwise
inconsistent  with a  previous  Bid Rate Quote  submitted  by such  Lender  with
respect to the same Bid Rate Quote Request.  Any such  subsequent Bid Rate Quote
shall be  disregarded  by the Agent  unless  such  subsequent  Bid Rate Quote is
submitted  solely to correct a manifest error in such former Bid Rate Quote. The
Agent's notice to the Borrower shall specify (A) the aggregate  principal amount
of the Bid Rate  Borrowing  for  which  offers  have been  received  and (B) the
principal amounts and Absolute Rates or LIBOR Margins, as applicable, so offered
by each Lender.


         (e)      Acceptance by Borrower.

                  (i) Not  later  than  9:30 a.m.  (x) on the  proposed  date of
         borrowing,  in the case of an Absolute  Rate Margin and (y) on the date
         three  Business Days prior to the proposed  date of  borrowing,  in the
         case of LIBOR  Auction,  the  Borrower  shall  notify  the Agent of its
         acceptance or nonacceptance of the offers so notified to it pursuant to
         Section  2.2.(d) which notice shall be in the form of Exhibit K. In the
         case of acceptance,  such notice shall specify the aggregate  principal
         amount  of offers  for each  Interest  Period  that are  accepted.  The
         failure  of the  Borrower  to  give  such  notice  by such  time  shall
         constitute nonacceptance. The Borrower may accept any Bid Rate Quote in
         whole or in part; provided that:



                           (A) the aggregate  principal  amount of each Bid Rate
                  Borrowing  may not exceed the  applicable  amount set forth in
                  the related Bid Rate Quote Request;

                           (B) the aggregate  principal  amount of each Bid Rate
                  Borrowing   shall  comply  with  the   provisions  of  Section
                  2.2.(b)(ii)  but  shall  not cause  the  limits  specified  in
                  Section 2.13. to be violated;

                           (C)   acceptance  of  offers  may  be  made  only  in
                  ascending  order  of  Absolute  Rates  or  LIBOR  Margins,  as
                  applicable,  in each case  beginning  with the lowest  rate so
                  offered;

                           (D) any  acceptance in part by the Borrower  shall be
                  in a minimum  amount of $5,000,000  and integral  multiples of
                  $1,000,000 in excess thereof; and

                           (E) the  Borrower may not accept any offer that fails
                  to comply with Section  2.2.(c) or  otherwise  fails to comply
                  with the requirements of this Agreement.

                  (ii) If offers are made by two or more  Lenders  with the same
         Absolute Rates or LIBOR Margins, as applicable, for a greater aggregate
         principal  amount  than the  amount  in  respect  of which  offers  are
         accepted for the related Interest  Period,  the principal amount of Bid
         Rate  Loans in  respect of which  such  offers  are  accepted  shall be
         allocated  by  the  Agent  among  such  Lenders  in  proportion  to the
         aggregate principal amount of such offers.  Determinations by the Agent
         of the amounts of Bid Rate Loans shall be  conclusive in the absence of
         manifest error.

         (f) Obligation to Make Bid Rate Loans. The Agent shall promptly (and in
any event not later than (x) 10:00 a.m. on the  proposed  date of  borrowing  of
Absolute  Rate  Loans  and (y) on the  date  three  Business  Days  prior to the
proposed  date of  borrowing  of LIBOR  Margin  Loans)  notify  each Lender that
submitted a Bid Rate Quote as to whose Bid Rate Quote has been  accepted and the
amount and rate  thereof.  A Lender who is notified that it has been selected to
make a Bid Rate Loan may designate its  Designated  Lender (if any) to fund such
Bid Rate Loan on its behalf, as described in Section 12.8. Any Designated Lender
which funds a Bid Rate Loan shall on and after the time of such  funding  become
the obligee under such Bid Rate Loan and be entitled to receive  payment thereof
when due. No Lender shall be relieved of its obligation to fund a Bid Rate Loan,
and no  Designated  Lender shall assume such  obligation,  prior to the time the
applicable Bid Rate Loan is funded.  Any Lender whose offer to make any Bid Rate
Loan has been accepted  shall,  not later than 11:00 a.m. on the date  specified
for the making of such Loan, make the amount of such Loan available to the Agent
at its Principal  Office in immediately  available funds, for the account of the
Borrower.  The amount so received by the Agent  shall,  subject to the terms and
conditions of this  Agreement,  be made available to the Borrower not later than
12:00 noon on such date by depositing the same, in immediately  available funds,
in an account of the Borrower designated by the Borrower.

         (g) No Effect on  Commitment.  Except for the purpose and to the extent
expressly  stated in Section  2.9.,  the amount of any Bid Rate Loan made by any
Lender shall not constitute a utilization of such Lender's Commitment.

         SECTION 2.3.  Swingline Loans.

         (a)  Swingline  Loans.  Subject  to the  terms and  conditions  hereof,
including,  without  limitation  Section 2.13.,  if necessary to meet Borrower's
funding  deadline,  the Swingline  Lender agrees to make Swingline  Loans to the
Borrower,  during  the  period  from the  Effective  Date to but  excluding  the
Revolving Credit  Termination Date, in an aggregate  principal amount at any one
time  outstanding  up to,  but  not  exceeding,  the  amount  of  the  Swingline
Commitment. If at any time the aggregate principal amount of the Swingline Loans
outstanding  at such time  exceeds the  Swingline  Commitment  in effect at such
time,  the  Borrower  shall  immediately  pay the Agent for the  account  of the
Swingline Lender the amount of such excess.  Subject to the terms and conditions
of this Agreement,  the Borrower may borrow,  repay and reborrow Swingline Loans
hereunder.  Except as otherwise  provided in Section  2.9.,  the  borrowing of a
Swingline Loan shall not constitute usage of any Lender's Commitment.


         (b) Procedure for Borrowing  Swingline  Loans.  The Borrower shall give
the Agent and the  Swingline  Lender  notice  pursuant to a Notice of  Swingline
Borrowing  delivered  to the  Swingline  Lender no later  than 9:00 a.m.  on the
proposed date of such borrowing.  Any such  telephonic  notice shall include all
information  to be specified in a written  Notice of  Swingline  Borrowing.  Not
later than 11:00 a.m. on the date of the requested Swingline Loan and subject to
satisfaction  of the  applicable  conditions  set forth in Article  VI. for such
borrowing,  the Swingline  Lender will make the proceeds of such  Swingline Loan
available to the Borrower in Dollars,  in immediately  available  funds,  at the
account specified by the Borrower in the Notice of Swingline Borrowing.

         (c) Interest.  Swingline  Loans shall bear interest at a per annum rate
equal to (i) the Base Rate as in effect from time to time minus (ii) 1.65% or at
such other rate or rates as the Borrower and the Swingline Lender may agree from
time to time in writing.  Interest  payable on Swingline Loans is solely for the
account of the Swingline  Lender.  All accrued and unpaid  interest on Swingline
Loans shall be payable on the dates and in the manner  provided in Section  2.8.
with respect to interest on Base Rate Loans (except as the Swingline  Lender and
the Borrower may otherwise  agree in writing in connection  with any  particular
Swingline Loan).

         (d) Swingline  Loan Amounts,  Etc. Each  Swingline Loan shall be in the
minimum  amount of  $1,000,000  and  integral  multiples  of  $100,000 in excess
thereof, or such other minimum amounts agreed to by the Swingline Lender and the
Borrower.  Any  voluntary  prepayment  of a  Swingline  Loan must be in integral
multiples  of  $100,000 or the  aggregate  principal  amount of all  outstanding
Swingline Loans (or such other minimum  amounts upon which the Swingline  Lender
and the  Borrower may agree) and in  connection  with any such  prepayment,  the
Borrower must give the Swingline  Lender prior written  notice  thereof no later
than 10:00 a.m. on the day prior to the date of such  prepayment.  The Swingline
Loans shall, in addition to this Agreement, be evidenced by the Swingline Note.

         (e)  Repayment  and  Participations  of Swingline  Loans.  The Borrower
agrees to repay each Swingline  Loan within one Business Day of demand  therefor
by the Swingline Lender and in any event,  within 5 Business Days after the date
such Swingline Loan was made.  Notwithstanding the foregoing, the Borrower shall
repay the entire  outstanding  principal  amount of, and all  accrued but unpaid
interest on, the Swingline Loans on the Revolving  Credit  Termination  Date (or
such  earlier  date as the  Swingline  Lender  and the  Borrower  may  agree  in
writing).  In lieu of demanding repayment of any outstanding Swingline Loan from
the Borrower,  the Swingline Lender may, on behalf of the Borrower (which hereby
irrevocably  directs  the  Swingline  Lender  to act on its  behalf),  request a
borrowing  of Base  Rate  Loans  from  the  Lenders  in an  amount  equal to the
principal  balance of such Swingline  Loan. The  limitations of Section  2.1.(a)
shall not  apply to any  borrowing  of Base Rate  Loans  made  pursuant  to this
subsection.  The  Swingline  Lender  shall give  notice to the Agent of any such
borrowing  of Base Rate Loans not later than 9:00 a.m. at least one Business Day
prior to the proposed date of such borrowing. Each Lender will make available to
the Agent at the  Principal  Office for the  account  of  Swingline  Lender,  in
immediately  available  funds,  the proceeds of the Base Rate Loan to be made by
such  Lender.  The Agent  shall pay the  proceeds of such Base Rate Loans to the
Swingline Lender,  which shall apply such proceeds to repay such Swingline Loan.
If the Lenders are  prohibited  from making Loans required to be made under this
subsection  for  any  reason  whatsoever,   including  without  limitation,  the
occurrence  of any of the  Defaults or Events of Default  described  in Sections
10.1.(g) or 10.1.(h),  each Lender shall  purchase  from the  Swingline  Lender,
without  recourse or warranty,  an undivided  interest and  participation to the
extent of such  Lender's  Pro Rata Share of such  Swingline  Loan,  by  directly
purchasing a participation  in such Swingline Loan in such amount and paying the
proceeds thereof to the Agent for the account of the Swingline Lender in Dollars
and in immediately  available  funds.  A Lender's  obligation to purchase such a
participation in a Swingline Loan shall be absolute and  unconditional and shall
not be affected by any circumstance  whatsoever,  including without  limitation,
(i) any claim of setoff, counterclaim,  recoupment, defense or other right which
such  Lender  or any other  Person  may have or claim  against  the  Agent,  the
Swingline  Lender  or any  other  Person  whatsoever,  (ii)  the  occurrence  or
continuation of a Default or Event of Default (including without limitation, any
of the Defaults or Events of Default described in Sections 10.1.(g) or 10.1.(h))
or the termination of any Lender's  Commitment,  (iii) the existence (or alleged
existence)  of an event of  condition  which  has had or could  have a  Material
Adverse Effect, (iv) any breach of any Loan Document by the Agent, any Lender or
the  Borrower  or (v) any other  circumstance,  happening  or event  whatsoever,
whether or not  similar to any of the  foregoing.  If such amount is not in fact
made available to the Swingline Lender by any Lender, the Swingline Lender shall
be entitled to recover  such amount on demand from such  Lender,  together  with
accrued  interest  thereon for each day from the date of demand thereof,  at the
Federal Funds Rate. If such Lender does not pay such amount  forthwith  upon the
Swingline Lender's demand therefor, and until such time as such Lender makes the
required  payment,  the  Swingline  Lender  shall be deemed to  continue to have
outstanding   Swingline  Loans  in  the  amount  of  such  unpaid  participation
obligation for all purposes of the Loan Documents  (other than those  provisions
requiring the other Lenders to purchase a participation therein).  Further, such
Lender shall be deemed to have  assigned any and all payments  made of principal
and interest on its Loans,  and any other  amounts due to it  hereunder,  to the
Swingline  Lender to fund Swingline Loans in the amount of the  participation in
Swingline  Loans that such Lender  failed to purchase  pursuant to this  Section
until  such  amount  has been  purchased  (as a  result  of such  assignment  or
otherwise).

         SECTION 2.4.  Number of Interest Periods.

         Anything herein to the contrary  notwithstanding,  there may be no more
than 6 different Interest Periods outstanding at the same time.


         SECTION 2.5.  Continuation.

         So long as no Default or Event of Default  shall have  occurred  and be
continuing,  the  Borrower may on any  Business  Day,  with respect to any LIBOR
Loan,  elect to maintain such LIBOR Loan or any portion  thereof as a LIBOR Loan
by selecting a new Interest Period for such LIBOR Loan. Each new Interest Period
selected  under this Section shall  commence on the last day of the  immediately
preceding Interest Period. Each selection of a new Interest Period shall be made
by the Borrower's giving of a Notice of Continuation not later than 9:00 a.m. on
the  third  Business  Day  prior  to the date of any  such  Continuation  by the
Borrower to the Agent.  Promptly after receipt of a Notice of Continuation,  the
Agent shall  notify each Lender by telex or telecopy,  or other  similar form of
transmission  of the  proposed  Continuation.  Such notice by the  Borrower of a
Continuation shall be by telephone or telecopy, confirmed immediately in writing
if by telephone,  in the form of a Notice of  Continuation,  specifying  (a) the
date of such  Continuation,  (b) the LIBOR Loan and portion  thereof  subject to
such Continuation and (c) the duration of the selected  Interest Period,  all of
which  shall be  specified  in such  manner as is  necessary  to comply with all
limitations on Loans outstanding hereunder. Each Notice of Continuation shall be
irrevocable  by and binding on the Borrower  once given.  If the Borrower  shall
fail to select in a timely  manner a new  Interest  Period for any LIBOR Loan in
accordance with this Section,  such Loan will automatically,  on the last day of
the  current  Interest  Period   therefore,   Convert  into  a  Base  Rate  Loan
notwithstanding failure of the Borrower to comply with Section 2.6.

         SECTION 2.6.  Conversion.

         So long as no Default or Event of Default  shall have  occurred  and be
continuing,  the Borrower may on any Business Day, upon the Borrower's giving of
a Notice of  Conversion  to the Agent,  Convert  the  entire  amount of all or a
portion of a Revolving  Loan of one Type into a Revolving  Loan of another Type.
Promptly  after receipt of a Notice of  Conversion,  the Agent shall notify each
Lender  by telex or  telecopy,  or other  similar  form of  transmission  of the
proposed Conversion.  Any Conversion of a LIBOR Loan into a Base Rate Loan shall
be made on, and only on, the last day of an Interest Period for such LIBOR Loan.
Each such  Notice of  Conversion  shall be given not later than 9:00 a.m. on the
Business Day prior to the date of any proposed  Conversion  into Base Rate Loans
and on the third Business Day prior to the date of any proposed  Conversion into
LIBOR  Loans.  Subject  to the  restrictions  specified  above,  each  Notice of
Conversion shall be by telephone or telecopy confirmed immediately in writing if
by telephone in the form of a Notice of Conversion  specifying (a) the requested
date of such Conversion, (b) the Type of Revolving Loan to be Converted, (c) the
portion  of  such  Type  of  Revolving  Loan to be  Converted,  (d) the  Type of
Revolving  Loan  such  Revolving  Loan is to be  Converted  into and (e) if such
Conversion is into a LIBOR Loan, the requested  duration of the Interest  Period
of such Revolving  Loan.  Each Notice of Conversion  shall be irrevocable by and
binding on the Borrower once given.  Each  Conversion from a Base Rate Loan to a
LIBOR Loan shall be in an aggregate  amount for the  Revolving  Loans of all the
Lenders of not less than $1,000,000 or integral  multiples of $100,000 in excess
of that amount.

         SECTION 2.7.  Interest Rate.

         (a) All Loans.  The unpaid  principal of each Base Rate Loan shall bear
interest  from the date of the making of such Loan to but not including the date
of  repayment  thereof at a rate per annum equal to the Base Rate in effect from
day to day plus the Applicable  Margin.  The unpaid principal of each LIBOR Loan
shall  bear  interest  from  the  date of the  making  of  such  Loan to but not
including  the date of  repayment  thereof at a rate per annum equal to the LIBO
Rate for such Loan for the Interest Period therefor plus the Applicable  Margin.
The unpaid  principal  of each  Absolute  Rate Loan shall bear  interest  at the
Absolute  Rate for such  Loan for the  Interest  Period  therefor  quoted by the
Lender making such Loan in accordance with Section 2.2. The unpaid  principal of
each LIBOR  Margin  Loan shall bear  interest at the LIBO Rate for such Loan for
the Interest  Period  therefor plus the LIBOR Margin quoted by the Lender making
such Loan in accordance with Section 2.2.

         (b)  Default  Rate.  All  past-due  principal  of,  and to  the  extent
permitted by Applicable  Law,  interest on, the Loans shall bear interest  until
paid at the Base Rate from time to time in effect plus four percent (4%).

         SECTION 2.8.  Repayment of Loans.

         (a) Payment of Interest.  All accrued and unpaid interest on the unpaid
principal  amount of each Loan shall be  payable  (i) in the case of a Base Rate
Loan or a LIBOR  Loan,  monthly  in  arrears  on the  first  day of each  month,
commencing  with the first full  calendar  month  occurring  after the Effective
Date,  (ii) in the case of a Bid  Rate  Loan,  on the last day of each  Interest
Period therefor and, if such Interest Period is longer than a month,  monthly in
arrears  following  the first  day of such  Interest  Period,  and (iii) for all
Loans, (A) on the Revolving Credit Termination Date, (B) on the Termination Date
and (C) on any date on  which  the  principal  balance  of such  Loan is due and
payable in full.

         (b) Payment of Principal of Revolving Loans.  Subject to Section 2.11.,
the Borrower  shall repay the  aggregate  outstanding  principal  balance of all
Revolving Loans in full on the Revolving Credit Termination Date.

         (c) Bid Rate Loans.  The  Borrower  shall repay the entire  outstanding
principal amount of each Bid Rate Loan on the last day of the Interest Period of
such Bid Rate Loan.

         (d) Payment of  Principal of Term Loans.  The Borrower  shall repay the
aggregate  principal  balance  of the  Term  Loans in  seven  equal  consecutive
quarterly  installments  due on the first day of August first following the date
of conversion of the Revolving Loans into the Term Loans and on the first day of
each subsequent November, February, May and August until the Term Loans are paid
in full.  Each  installment  shall be in an amount equal to  one-seventh  of the
initial  aggregate  principal  balance of the Term  Loans.  Notwithstanding  the
foregoing,  the entire outstanding  principal balance of each Term Loan shall be
due and payable in full on the Termination Date.

         (e) Optional Prepayments.  The Borrower may, upon at least one Business
Day's prior notice to the Agent, prepay any Revolving Loan or Term Loan in whole
at any  time,  or from time to time in part in an amount  equal to  $500,000  or
integral multiples of $100,000 in excess of that amount, by paying the principal
amount to be prepaid.  If the Borrower  shall prepay the  principal of any LIBOR
Loan on any date  other  than the last  day of the  Interest  Period  applicable
thereto,  the Borrower shall pay the amounts, if any, due under Section 5.4. Bid
Rate Loans may not be prepaid at the option of the Borrower.


         (f) Mandatory  Prepayments.  If at any time the  aggregate  outstanding
principal  balance of Loans  exceeds the  Maximum  Loan  Availability,  then the
Borrower shall, within 15 days of the Borrower obtaining actual knowledge of the
occurrence  of such excess,  deliver to the Agent and each Lender a written plan
acceptable to the Lenders to eliminate such excess,  whether by the  designation
of  additional  Properties  as  Unencumbered  Pool  Properties,  by the Borrower
repaying an  appropriate  amount of Loans,  or otherwise.  If such excess is not
eliminated  within 45 days of the  Borrower  obtaining  actual  knowledge of the
occurrence thereof,  then the entire outstanding principal balance of all Loans,
together with all accrued interest thereon, shall be immediately due and payable
in full. If at any time either the aggregate principal amount of all outstanding
Bid Rate Loans exceeds 50% of the aggregate  amount of the Commitments in effect
at such  time,  then the  Borrower  shall  immediately  pay to the Agent for the
accounts of the applicable Lenders the amount of such excess. Such payment shall
be applied as provided in Section 3.3.(f).

         (g) General  Provisions as to Payments.  Except to the extent otherwise
provided  herein,  all payments of  principal,  interest and other amounts to be
made by the Borrower under this Agreement,  the Notes or any other Loan Document
shall be made in  Dollars,  in  immediately  available  funds,  without  setoff,
deduction or  counterclaim,  to the Agent at its Lending Office,  not later than
11:00 a.m. on the date on which such payment shall become due (each such payment
made after such time on such due date to be deemed to have been made on the next
succeeding  Business Day). Each payment received by the Agent for the account of
a Lender under this Agreement or any Note shall be paid promptly to such Lender,
by wire transfer of immediately  available  funds in accordance  with the wiring
instructions  provided  by such  Lender to the Agent from time to time,  for the
account of such Lender at the applicable  Lending Office of such Lender.  In the
event the Agent fails to pay such amounts to such Lender within one Business Day
of receipt by the Agent,  the Agent shall pay  interest on such amount at a rate
per annum  equal to the Federal  Funds rate from time to time in effect.  If the
due date of any payment under this  Agreement or any other Loan  Document  would
otherwise  fall on a day which is not a Business Day such date shall be extended
to the next succeeding Business Day and interest shall be payable for the period
of such extension.

         SECTION 2.9.  Voluntary Reductions of the Commitments.

         The Borrower may terminate or reduce the amount of the Commitments (for
which  purpose use of the  Commitments  shall be deemed to include the aggregate
principal  amount of all outstanding Bid Rate Loans and Swingline  Loans) at any
time and from time to time  without  penalty or premium  upon not less than five
Business Days prior notice to the Agent of each such  termination  or reduction,
which notice shall specify the effective date thereof and the amount of any such
reduction (which in the case of any partial  reduction of the Commitments  shall
not be less than  $1,000,000  and integral  multiples of $1,000,000 in excess of
that amount in the aggregate) and shall be irrevocable  once given and effective
only upon receipt by the Agent. The  Commitments,  once reduced pursuant to this
Section,  may not be increased.  The Borrower shall pay all interest and fees on
the Revolving  Loans accrued to the date of such reduction or termination of the
Commitments  to the Agent for the account of the Lenders.  Any  reduction in the
aggregate  amount of the Commitments  shall result in a proportionate  reduction
(rounded to the next lowest  integral  multiple of multiple of  $100,000) in the
Swingline Commitment.

         SECTION 2.10.  Extension of Revolving Credit Termination Date.

         The  Borrower  may request  that the Agent and the  Lenders  extend the
current Revolving Credit  Termination Date by successive  one-year  intervals by
executing and  delivering to the Agent at least 60 days but no more than 90 days
prior to the date one year prior to the  current  Revolving  Credit  Termination
Date, a written request in the form of Exhibit M (an "Extension  Request").  The
Agent shall forward to each Lender a copy of each Extension Request delivered to
the Agent  promptly  upon  receipt  thereof.  If all of the  Lenders  shall have
notified  the Agent on or prior to the date  which is 30 days  prior to the date
one year prior to the current Revolving Credit Termination Date that they accept
such Extension Request,  the Revolving Credit Termination Date shall be extended
for one year. If any Lender shall not have notified the Agent on or prior to the
date which is 30 days prior to the date one year prior to the  Revolving  Credit
Termination  Date that it accepts such Extension  Request,  the Revolving Credit
Termination  Date shall not be  extended.  The Agent shall  promptly  notify the
Borrower  whether the  Extension  Request has been  accepted  or  rejected.  The
Borrower  understands  that this Section has been included in this Agreement for
the Borrower's convenience in requesting an extension and acknowledges that none
of the Lenders nor the Agent has promised (either  expressly or impliedly),  nor
has any  obligation or  commitment  whatsoever,  to extend the Revolving  Credit
Termination Date at any time.

         SECTION 2.11.  Term Loan Conversion.

         Subject to the terms and conditions of this Agreement, if any Extension
Request of the Borrower shall be denied,  the Borrower may then elect to convert
the  aggregate  principal  amount of  Revolving  Loans  owing to each Lender and
outstanding  on the  date  one  year  prior  to  the  current  Revolving  Credit
Termination  Date into a term loan  owing to such  Lender  (each a "Term  Loan")
provided  (a) the  Borrower  has  given the  Agent 15 days  prior  notice of the
Borrower's  intention to so convert the Revolving  Loans and (b) the  conditions
set forth in Section 6.3.  have been  satisfied as of the date one year prior to
the current  Revolving Credit  Termination  Date. Upon the  effectiveness of the
conversion of the  outstanding  principal  balance of Revolving  Loans into Term
Loans as  contemplated  by this  Section,  the  Borrower  shall have no right to
borrow, and no Lender shall have any obligation to make, any Revolving Loans.

         SECTION 2.12.  Notes.

         The  Revolving  Loans and the Term Loan made by each Lender  shall,  in
addition  to this  Agreement,  also be  evidenced  by a  promissory  note of the
Borrower  substantially  in the form of  Exhibit  C (each a  "Revolving  Note"),
payable to the order of such Lender in a principal amount equal to the amount of
its  Commitment as originally in effect and otherwise  duly  completed.  The Bid
Rate Loans made by any Lender  shall,  in  addition to this  Agreement,  also be
evidenced by a single promissory note of the Borrower  substantially in the form
of Exhibit D (each a "Bid Rate  Note"),  dated the date  hereof,  payable to the
order of such Lender and otherwise duly completed.

         SECTION 2.13.  Amount Limitations.

         Notwithstanding  any other  term of this  Agreement  or any other  Loan
Document,  at no time may (a) the aggregate  principal amount of all outstanding
Revolving Loans, together with the aggregate principal amount of all outstanding
Swingline  Loans and the  aggregate  amount of all  outstanding  Bid Rate Loans,
exceed the Maximum Loan Availability at such time or (b) the aggregate principal
amount of all outstanding  Bid Rate Loans exceed 50% of the aggregate  amount of
the Commitments at such time.

                      ARTICLE III. GENERAL LOAN PROVISIONS

         SECTION 3.1.  Fees.

         (a) Facility Fees.  During the period  commencing on the Agreement Date
to but excluding the Revolving Credit  Termination  Date, the Borrower agrees to
pay the Agent for the account of the Lenders the following fees:

                  (i) Unused Fee: During any period that  immediately  following
         clause  (ii)  does not  apply,  an  unused  facility  fee  equal to (A)
         one-eighth  of one  percent  (0.125%)  per annum of the  average  daily
         unused portion of the Lenders'  Commitments if such amount is less than
         or equal to  $150,000,000 or (B) one-quarter of one percent (0.25%) per
         annum of the average daily unused  portion of the Lenders'  Commitments
         otherwise.

                  (ii)  Facility  Fee.  During any period for which the Borrower
         has received and continues to maintain an Investment  Grade Rating from
         both  Moody's  and S&P,  a  facility  fee equal to the daily  aggregate
         amount of the  Commitments  (whether or not utilized)  times a rate per
         annum equal to the Applicable Facility Fee.

         Such fees shall accrue  through the last day of each  calendar  quarter
and shall be  payable  in  arrears  on the fifth day  following  the end of such
calendar quarter. The Borrower  acknowledges that the fees payable hereunder are
bona fide  commitment  fees and are intended as reasonable  compensation  to the
Lenders for  committing  to make funds  available  to the  Borrower as described
herein and for no other purposes.
         (b) Extension  Fee. If,  pursuant to Section 2.10, the Lenders grant an
extension of the Revolving Credit  Termination  Date, the Borrower agrees to pay
to the Agent for the account of each Lender an extension  fee equal to one-tenth
of one percent  (0.10%) of the amount of such Lender's  Commitment at such time.
Such fee shall be payable on the date five days  following the date on which the
Agent notified the Borrower of such extension.

         (c) Term Loan  Conversion  Fee.  If,  pursuant  to Section  2.11.,  the
outstanding  balance  of  Revolving  Loans is  converted  into Term  Loans,  the
Borrower  agrees to pay to the Agent for the account of each Lender a conversion
fee equal to  one-quarter  of one percent  (0.25%) per annum of the  outstanding
principal  balance of such  Lender's Term Loan on the first  anniversary  of the
date of the conversion of the Revolving  Loans into the Term Loans,  such fee to
be payable on such anniversary date.



         (d) Bid Rate Loan Fees.  The  Borrower  agrees to pay to the Agent such
fees for services rendered by the Agent in connection with the Bid Rate Loans as
shall be separately agreed upon between the Borrower and the Agent.

         (e) Agent's Fees. The Borrower agrees to pay to the Agent such fees for
services  rendered by the Agent as shall be  separately  agreed upon between the
Borrower and the Agent.

         SECTION 3.2.  Computation of Interest and Fees.

         Unless set forth to the contrary herein,  accrued interest on the Loans
and all fees due hereunder  shall be computed on the basis of a year of 360 days
and paid for the  actual  number of days  elapsed  (including  the first day but
excluding the last day of a period).

         SECTION 3.3.  Pro Rata Treatment.

         Except to the extent otherwise provided herein: (a) each borrowing from
the Lenders  under  Section  2.1.(a) and Section  2.3.(e) shall be made from the
Lenders,  each payment of the fees under Sections  3.1.(a)  through (c) shall be
made for account of the Lenders, and each termination or reduction of the amount
of the  Commitments  under  Section  2.9.  shall be  applied  to the  respective
Commitments  of the  Lenders,  pro  rata  according  to  the  amounts  of  their
respective Commitments; (b) each payment or prepayment of principal of Revolving
Loans by the  Borrower  shall be made for  account  of the  Lenders  pro rata in
accordance with the respective  unpaid principal  amounts of the Revolving Loans
held by them,  provided that if  immediately  prior to giving effect to any such
payment in respect of any Revolving  Loans the outstanding  principal  amount of
the Revolving Loans shall not be held by the Lenders pro rata in accordance with
their  respective  Commitments in effect at the time such Loans were made,  then
such  payment  shall be applied to the  Revolving  Loans in such manner as shall
result, as nearly as is practicable,  in the outstanding principal amount of the
Revolving  Loans  being held by the Lenders  pro rata in  accordance  with their
respective  Commitments;  (c) each  payment or  prepayment  of principal of Term
Loans by the  Borrower  shall be made for  account  of the  Lenders  pro rata in
accordance with the respective  unpaid  principal  amounts of the Term Loan then
owing to each of them; (d) each payment of interest on Revolving  Loans and Term
Loans by the  Borrower  shall be made for  account  of the  Lenders  pro rata in
accordance  with the  amounts of  interest on such Loans then due and payable to
the respective Lenders; (e) the making, Conversion and Continuation of Revolving
Loans of a particular Type (other than Conversions provided for by Section 5.5.)
shall be made pro rata  among the  Lenders  according  to the  amounts  of their
respective  Commitments  (in the case of  making  of  Revolving  Loans) or their
respective  Loans (in the case of  Conversions  and  Continuations  of Revolving
Loans) and the then current  Interest  Period for each Lender's  portion of each
Revolving  Loan of such  Type  shall  be  coterminous;  (f) each  prepayment  of
principal of Bid Rate Loans by the Borrower pursuant to Section 2.8.(f) shall be
made for account of the Lenders then owed Bid Rate Loans pro rata in  accordance
with the respective  unpaid principal amounts of the Bid Rate Loan then owing to
each such Lender; and (g) the Lenders' participation in, and payment obligations
in  respect  of,  Swingline  Loans  under  Section  2.3.,  shall  be pro rata in
accordance  with  their  respective  Commitments.  All  payments  of  principal,
interest,  fees and other amounts in respect of the Swingline Loans shall be for
the account of the Swingline  Lender only (except to the extent any Lender shall
have acquired a  participating  interest in any such  Swingline Loan pursuant to
Section 2.3.(e)).

         SECTION 3.4.  Sharing of Payments, Etc.

         The Borrower  agrees that, in addition to (and without  limitation  of)
any right of set-off, bankers' lien or counterclaim a Lender may otherwise have,
each Lender shall be entitled, at its option, upon the occurrence and during the
continuance  of an Event of Default  but subject to the  Agent's  prior  written
consent, to offset balances held by it for the account of the Borrower at any of
such  Lender's  offices,  in  Dollars  or in any  other  currency,  against  any
principal  of, or interest on, any of such  Lender's  Loans  hereunder (or other
Obligations  owing  to  such  Lender  hereunder)  which  is not  paid  when  due
(regardless  of whether such  balances are then due to the  Borrower),  in which
case such Lender shall promptly  notify the Borrower,  all other Lenders and the
Agent  thereof;  provided,  however,  such Lender's  failure to give such notice
shall not affect the validity of such offset.  If a Lender shall obtain  payment
of any  principal  of, or interest on, any Loan under this  Agreement,  or shall
obtain payment on any other  Obligation  owing by the Borrower or any other Loan
Party  through  the  exercise  of  any  right  of  set-off,   banker's  lien  or
counterclaim  or similar  right or  otherwise or through  voluntary  prepayments
directly to a Lender or other  payments  made by the  Borrower or any other Loan
Party to a Lender not in  accordance  with the terms of this  Agreement and such
payment, pursuant to the immediately preceding Section, should be distributed to
the Lenders in accordance with their Pro Rata Shares, such Lender shall promptly
purchase  from the other  Lenders  participations  in (or,  if and to the extent
specified  by such  Lender,  direct  interests  in) the Loans  made by the other
Lenders or other  Obligations  owed to such other Lenders in such  amounts,  and
make such other adjustments from time to time as shall be equitable,  to the end
that all the  Lenders  shall  share  the  benefit  of such  payment  (net of any
expenses  which may be incurred by such Lender in obtaining or  preserving  such
benefit) in accordance with their  respective Pro Rata Shares.  To such end, all
the Lenders shall make appropriate  adjustments  among themselves (by the resale
of  participations  sold or  otherwise)  if such  payment is  rescinded  or must
otherwise  be  restored.  The  Borrower  agrees that any Lender so  purchasing a
participation  (or direct  interest) in the Loans or other  Obligations  owed to
such  other  Lenders  may  exercise  all  rights  of  set-off,   bankers'  lien,
counterclaim or similar rights with respect to such participation as fully as if
such Lender were a direct  holder of Loans in the amount of such  participation.
Nothing  contained herein shall require any Lender to exercise any such right or
shall  affect the right of any Lender to  exercise,  and retain the  benefits of
exercising,  any such right with respect to any other indebtedness or obligation
of the Borrower.

         SECTION 3.5.  Defaulting Lenders.

         If for any  reason  any Lender (a  "Defaulting  Lender")  shall fail or
refuse to  perform  its  obligations  under  this  Agreement  or any other  Loan
Document to which it is a party within the time period specified for performance
of such  obligation  or, if no time  period is  specified,  if such  failure  or
refusal  continues  for a period of 5 Business Days after notice from the Agent,
then,  in addition to the rights and remedies that may be available to the Agent
or the Borrower under this Agreement or Applicable Law, such Defaulting Lender's
right to participate in the  administration of the Loans, this Agreement and the
other Loan Documents, including without limitation, any right to vote in respect
of, to  consent to or to direct  any  action or  inaction  of the Agent or to be
taken into account in the  calculation of Majority  Lenders,  shall be suspended
during the pendency of such failure or refusal. If for any reason a Lender fails
to make  timely  payment to the Agent of any amount  required  to be paid to the
Agent  hereunder  (without  giving  effect to any  notice or cure  periods),  in
addition to other rights and  remedies  which the Agent or the Borrower may have
under the  immediately  preceding  provisions or  otherwise,  the Agent shall be
entitled (i) to collect interest from such Defaulting  Lender on such delinquent
payment for the period from the date on which the payment was due until the date
on which the  payment is made at the  Federal  Funds  Rate,  (ii) to withhold or
setoff and to apply in  satisfaction  of the  defaulted  payment and any related
interest,  any amounts  otherwise payable to such Lender under this Agreement or
any other Loan Document and (iii) to bring an action or suit against such Lender
in a court of competent  jurisdiction  to recover the  defaulted  amount and any
related  interest.  Any amounts received by the Agent in respect of a Defaulting



Lender's Pro Rata Share of the Loans shall not be paid to such Defaulting Lender
and shall be held by the  Agent and  either  (a)(i) if any  Swingline  Loans are
outstanding, first, to the Swingline Lender to fund the amount of the Defaulting
Lender's  participation  in the  outstanding  Swing  Line  Loans  or  (ii) if no
Swingline Loans are outstanding,  applied against the purchase price of such Pro
Rata Share of the Loans under Section 3.6. or (b) paid to such Defaulting Lender
upon the Defaulting Lender's curing of its default.

         SECTION 3.6.  Purchase of Defaulting Lender's Pro Rata Share.

         (a) Any Lender who is not a Defaulting Lender shall have the right, but
not the  obligation,  in its sole  discretion,  to acquire  all of a  Defaulting
Lender's  Pro Rata Share of the Loans.  If more than one Lender  exercises  such
right,  each such Lender shall have the right to acquire such proportion of such
Defaulting Lender's Pro Rata Share of the Loans as they may mutually agree. Upon
any such purchase of the Pro Rata Share of the Loans of a Defaulting Lender, the
Defaulting  Lender's interest in the Loans and its rights hereunder (but not its
liability in respect  thereof or under the Loan  Documents or this  Agreement to
the extent  the same  relate to the period  prior to the  effective  date of the
purchase)  shall  terminate on the date of purchase,  and the Defaulting  Lender
shall  promptly  execute all  documents  reasonably  requested to surrender  and
transfer  such  interest to the  purchaser  thereof,  including  an  appropriate
Assignment and Acceptance Agreement.

         (b) The  purchase  price  for the Pro  Rata  Share  of the  Loans  of a
Defaulting  Lender shall be equal to the amount of the principal  balance of the
Loans  outstanding and owed by the Borrower to the Defaulting  Lender.  Prior to
payment of such purchase price to the Defaulting  Lender,  the Agent shall apply
against  such  purchase  price any  amounts  payable in respect of such Pro Rata
Share of the Loans as  contemplated  by the last  sentence of Section  3.5.  The
Defaulting  Lender  shall  be  entitled  to  receive  amounts  owed to it by the
Borrower under the Loan Documents which accrued prior to the date of the default
by the Defaulting  Lender, to the extent the same are received by the Agent from
or on behalf of the Borrower.  There shall be no recourse  against any Lender or
the Agent for the  payment of such sums  except to the extent of the  receipt of
payments from any other party or in respect of the Loans.

         SECTION 3.7.  Usury.

         In no event  shall the amount of  interest  due or payable on the Loans
exceed the maximum rate of interest  allowed by Applicable Law and, in the event
any such  payment is paid by the  Borrower or received by any Lender,  then such
excess sum shall be credited as a payment of principal. It is the express intent
of the parties  hereto that the  Borrower  not pay and the Lenders not  receive,
directly or  indirectly,  in any manner  whatsoever,  interest in excess of that
which may be lawfully paid by the Borrower under Applicable Law.

         SECTION 3.8.  Agreement Regarding Interest and Charges.

         THE PARTIES  HERETO  HEREBY  AGREE AND  STIPULATE  THAT THE ONLY CHARGE
IMPOSED UPON THE BORROWER FOR THE USE OF MONEY IN CONNECTION WITH THIS AGREEMENT
IS AND SHALL BE THE  INTEREST  DESCRIBED  IN SECTION  2.7.  AND WITH  RESPECT TO
SWINGLINE  LOANS,  IN SECTION  2.3.(C).  THE PARTIES  HERETO  FURTHER  AGREE AND
STIPULATE  THAT ALL  OTHER  CHARGES  IMPOSED  BY  LENDERS  AND THE  AGENT ON THE
BORROWER  IN  CONNECTION  WITH  THIS  AGREEMENT,   INCLUDING  ALL  AGENCY  FEES,
COMMITMENT  FEES,   FACILITY  FEES,   UNUSED  FACILITY  FEES,   EXTENSION  FEES,
UNDERWRITING   FEES,  DEFAULT  CHARGES,   LATE  CHARGES,   ATTORNEYS'  FEES  AND
REIMBURSEMENT  FOR COSTS AND  EXPENSES  PAID BY THE AGENT OR ANY LENDER TO THIRD
PARTIES OR FOR DAMAGES INCURRED BY THE AGENT OR ANY LENDER,  ARE CHARGES MADE TO
COMPENSATE  THE AGENT OR ANY SUCH  LENDER  FOR  UNDERWRITING  OR  ADMINISTRATIVE
SERVICES  AND COSTS OR LOSSES  PERFORMED  OR  INCURRED,  AND TO BE  PERFORMED OR
INCURRED,  BY THE AGENT AND LENDERS IN  CONNECTION  WITH THIS  AGREEMENT AND THE
OTHER LOAN  DOCUMENTS AND SHALL UNDER NO  CIRCUMSTANCES  BE DEEMED TO BE CHARGES
FOR THE USE OF MONEY  PURSUANT TO  OFFICIAL  CODE OF GEORGIA  ANNOTATED  SECTION
7-4-2 OR 7-4-18.  ALL CHARGES  OTHER THAN  CHARGES FOR THE USE OF MONEY SHALL BE
FULLY EARNED AND NONREFUNDABLE WHEN DUE.

         SECTION 3.9.  Statements of Account.

         The Agent will  account to the  Borrower  monthly  with a statement  of
Loans,  charges and payments made pursuant to this  Agreement and the other Loan
Documents, and such account rendered by the Agent shall be deemed final, binding
and conclusive upon the Borrower absent  demonstrable  error. The failure of the
Agent or any Lender to maintain or deliver  such a statement  of accounts  shall
not relieve or discharge the Borrower from its obligations hereunder.



         SECTION 3.10.  Reliance.
         Neither  the Agent nor any  Lender  shall  incur any  liability  to the
Borrower for acting upon any telephonic  notice  permitted  under this Agreement
which the Agent or such  Lender  believes  reasonably  and in good faith to have
been given by an individual authorized to deliver a Notice of Borrowing,  Notice
of  Conversion,  Notice of  Continuation  or Extension  Request on behalf of the
Borrower.

         SECTION 3.11.  Taxes.

         (a) Taxes Generally.  All payments by the Borrower of principal of, and
interest on, the Loans and all other Obligations shall be made free and clear of
and without  deduction for any present or future  excise,  stamp or other taxes,
fees,  duties,  levies,  imposts,  charges,  deductions,  withholdings  or other
charges of any nature whatsoever imposed by any taxing authority,  but excluding
(without  duplication):   (i)  franchise  taxes,  (ii)  any  taxes  (other  than
withholding  taxes) that would not be imposed but for a  connection  between the
Agent or a  Lender  and the  jurisdiction  imposing  such  taxes  (other  than a
connection  arising  solely  by virtue  of the  activities  of the Agent or such
Lender  pursuant to or in respect of this Agreement or any other Loan Document),
(iii) any withholding taxes payable with respect to payments  hereunder or under
any other Loan Document under  Applicable  Law in effect on the Agreement  Date,
(iv) any taxes  imposed on or  measured  by any  Lender's  assets,  net  income,
receipts or branch  profits and (v) any taxes arising  after the Agreement  Date
solely  as a result  of or  attributable  to a Lender  changing  its  designated
Lending  Office  after  the  date  such  Lender  becomes  a party  hereto  (such
non-excluded  items being  collective  called  "Taxes").  If any  withholding or
deduction  from any payment to be made by the Borrower  hereunder is required in
respect of any Taxes pursuant to any Applicable Law, then the Borrower will:

                  (i)      pay directly to the relevant Governmental Authority
 the full amount required to be so withheld or deducted;

                  (ii)  promptly  forward  to the Agent an  official  receipt or
         other  documentation  satisfactory to the Agent evidencing such payment
         to such Governmental Authority; and

                  (iii) pay to the Agent for its  account or the  account of the
         applicable  Lender,  as the  case may be,  such  additional  amount  or
         amounts as is necessary to ensure that the net amount actually received
         by the Agent or such  Lender  will equal the full amount that the Agent
         or such Lender would have received had no such withholding or deduction
         been required.

         (b) Tax  Indemnification.  If the Borrower  fails to pay any Taxes when
due to the  appropriate  Governmental  Authority or fails to remit to the Agent,
for its account or the account of the respective Lender, as the case may be, the
required  receipts or other required  documentary  evidence,  the Borrower shall
indemnify  the Agent and the  Lenders  for any  incremental  Taxes,  interest or
penalties  that may become payable by the Agent or any Lender as a result of any
such failure.  For purposes of this  Section,  a  distribution  hereunder by the
Agent or any  Lender  to or for the  account  of any  Lender  shall be  deemed a
payment by the Borrower.

         (c) Tax Forms. Each Lender or Participant organized under the laws of a
jurisdiction  other than the United  States of America  agrees to deliver to the
Borrower  and the Agent  such  certificates,  documents  or other  evidence,  as
required by the Internal Revenue Code,  correctly completed and executed by such
Lender or  Participant  establishing  that such payment is not subject to United
States  federal  withholding  tax under the  Internal  Revenue Code because such
payment is either  effectively  connected  with the  conduct  by such  Lender or
Participant  of a trade or business in the United States or totally  exempt from
United  States  federal  withholding  tax by  reason of the  application  of the
provisions  of a treaty to which the United  States is a party or such Lender is
otherwise exempt.
         (d)  Refunds.  If the Agent or any Lender shall become aware that it is
entitled  to a refund in respect of Taxes for which it has been  indemnified  by
the Borrower  pursuant to this Section,  the Agent or such Lender shall promptly
notify the Borrower of the availability of such refund and shall, within 30 days
after receipt of a written request by the Borrower, apply for such refund at the
Borrower's  sole cost and  expense.  So long as no Event of  Default  shall have
occurred and be continuing, if the Agent or any Lender shall receive a refund in
respect of any such Taxes as to which it has been  indemnified  by the  Borrower
pursuant to this  Section,  the Agent or such Lender shall  promptly  notify the
Borrower  of such refund and shall,  within 30 days of receipt,  pay such refund
(to the extent of amounts that have been paid by the Borrower under this Section
with respect to such refund and not previously  reimbursed) to the Borrower, net
of all reasonable out-of-pocket expenses of such Lender or the Agent and without
interest (other than the interest, if any, included in such refund).




                    ARTICLE IV. UNENCUMBERED POOL PROPERTIES

         SECTION 4.1.  Acceptance of Unencumbered Pool Properties.

         (a)  Subject to  compliance  with the terms and  conditions  of Section
6.1., the Lenders have accepted the properties listed on Schedule 4.1. as of the
Agreement Date as Unencumbered Pool Properties. If the Borrower desires that the
Lenders accept an additional  Property as an  Unencumbered  Pool  Property,  the
Borrower  shall so notify  the Agent in  writing  and the Agent  shall  promptly
notify each of the Lenders.  No Property will be evaluated by the Lenders unless
such  Property  is an  Eligible  Property,  and  unless  and until the  Borrower
delivers to the Agent the following,  in form and substance  satisfactory to the
Agent:

                  (i) A  description  of  such  Property,  such  description  to
         include the age, location and current occupancy rate of such Property;

                  (ii)   Operating   statements   for  such   Property  for  the
         immediately  preceding  fiscal year and for current fiscal year through
         the  fiscal  quarter  most  recently  ending,  in each case  audited or
         certified by a representative of the Borrower as being true and correct
         in all material respects and prepared in accordance with GAAP, provided
         that,  with respect to any period such Property was not owned by a Loan
         Party,  such information  shall only be required to be delivered to the
         extent reasonably  available to the Borrower and such certification may
         be based upon the best of the Borrower's knowledge;

                  (iii) If  prepared  by the  Borrower,  a pro  forma  operating
statement for such Property;

                  (iv) A  current  rent  roll  and  occupancy  report  for  such
         Property,  certified by a representative  of the Borrower as being true
         and correct in all material respects,  and a two-year occupancy history
         of such Property,  certified by a representative  of the Borrower to be
         true and  correct,  provided  that,  with  respect to any  period  such
         Property was not owned by a Loan Party,  such information shall only be
         required to be  delivered  to the extent  reasonably  available  to the
         Borrower  and  such  certification  may be  based  upon the best of the
         Borrower's knowledge;

                  (v) An operating  budget for such Property with respect to the
         current fiscal year if available;

                  (vi)Copies of all Material Contracts affecting such Property;

                  (vii) Copies of all  engineering,  mechanical,  structural and
         maintenance studies performed with respect to such Property;

                  (viii) A "Phase I"  environmental  assessment of such Property
         not more than 12 months old  prepared by an  environmental  engineering
         firm acceptable to the Agent, and any additional  environmental studies
         or assessments available to the Borrower performed with respect to such
         Property;

                  (ix) With  respect to any  Property  being  acquired by a Loan
         Party, a copy of the materials  relating to such Property  submitted by
         the  Borrower  to its board of  directors  for their  approval  of such
         Property (but only to the extent such  materials  have not already been
         provided under any of the preceding subsections);

                  (x) An Unencumbered  Pool  Certificate  setting forth on a pro
         forma basis the Maximum Loan  Availability  assuming that such Property
         is accepted as an Unencumbered Pool Property; and

                  (xi) Such other  information the Agent may reasonably  request
         in order to evaluate the Property.

Following  receipt of the foregoing  documents and information,  the Agent shall
review  them  as   expeditiously   as  is  reasonably   practicable   under  the
circumstances.  If, following such review, the Agent is prepared to proceed with
acceptance of such property as an  Unencumbered  Pool  Property,  the Agent will
promptly (i) so notify the Borrower and (ii) submit the foregoing  documents and
information  to the Lenders,  for approval by the  Majority  Lenders.  Upon such
approval by the Majority Lenders,  and upon execution and delivery of all of the
following, such Property shall become an Unencumbered Pool Property:

         (1) A copy of the most recent ALTA  Owner's  Policy of Title  Insurance
(or  commitment  to issue such a policy to the Loan Party  owning or to own such
Property)  relating to such Property showing the identity of the fee titleholder
thereto and all matters of record;

         (2) If such  Property is owned (or is being  acquired)  by a Subsidiary
that is not yet a party to the Guaranty,  an accession  agreement in the form of
Annex I to the Guaranty executed by such Subsidiary; and

         (3)      Such other items or documents as may be appropriate under the
 circumstances as requested by the Agent.

         SECTION 4.2.  Termination of Designation as Unencumbered Pool Property.

         From time to time the Borrower may request,  upon not less than 30 days
prior written  notice to the Agent and the Lenders,  that an  Unencumbered  Pool
Property cease to be an Unencumbered  Pool Property.  The Agent shall grant such
request if all of the following conditions are satisfied:


         (a)  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing both at the time of such request and immediately  after giving effect
to such request; and

         (b) the Borrower shall have delivered to the Agent an Unencumbered Pool
Certificate  demonstrating  on a pro  forma  basis,  and the  Agent  shall  have
determined,  that the outstanding principal balance of the Loans will not exceed
the  Maximum  Loan  Availability  after  giving  effect to such  request and any
prepayment to be made and/or the  acceptance of any Property as an additional or
replacement  Unencumbered  Pool  Property  to be given  concurrently  with  such
request.

         SECTION 4.3.  Additional Requirements of Unencumbered Pool Properties.

         The ratio  (expressed as a percentage)  of (a) the net rentable  square
footage of all Unencumbered Pool Properties  actually occupied by tenants paying
rent pursuant to binding leases as to which no monetary default has occurred and
is  continuing  to  (b)  the  aggregate  net  rentable  square  footage  of  all
Unencumbered  Pool Properties shall at all times equal or exceed 90%. A Property
shall  cease to be an  Unencumbered  Pool  Property  if it shall  cease to be an
Eligible Property.

                        ARTICLE V. YIELD PROTECTION, ETC.

         SECTION 5.1.  Additional Costs; Capital Adequacy.

         (a) Additional  Costs. The Borrower shall promptly pay to the Agent for
the  account  of a Lender  from  time to time  such  amounts  as the  Agent  may
determine to be necessary to  compensate  such Lender for any costs  incurred by
such Lender that it determines are  attributable to its making or maintaining of
any  LIBOR  Loans or its  obligation  to make any  LIBOR  Loans  hereunder,  any
reduction in any amount receivable by such Lender under this Agreement or any of
the  other  Loan  Documents  in  respect  of any of  such  LIBOR  Loans  or such
obligation or the  maintenance by such Lender of capital in respect of its LIBOR
Loans or its  Commitment  (such  increases  in costs and  reductions  in amounts
receivable  being  herein  called  "Additional   Costs"),   resulting  from  any
Regulatory Change that: (i) changes the basis of taxation of any amounts payable
to such  Lender  under  this  Agreement  or any of the other Loan  Documents  in
respect of any of such LIBOR Loans or its Commitments  (other than taxes imposed
on or measured by the overall net income of such Lender or of its Lending Office
for any of such LIBOR  Loans by the  jurisdiction  in which such  Lender has its
principal  office or such  Lending  Office);  or (ii)  imposes or  modifies  any
reserve,  special deposit or similar requirements  relating to any extensions of
credit or other  assets of, or any  deposits  with or other  liabilities  of, or
other credit extended by, or any other  acquisition of funds by such Lender,  or
any commitment of such Lender (including,  without limitation, the Commitment of
such Lender  hereunder);  or (iii) has or would have the effect of reducing  the
rate of return on capital of such Lender to a level below that which such Lender
could have achieved but for such  Regulatory  Change (taking into  consideration
such Lender's policies with respect to capital adequacy).

         (b) Lender's Suspension of LIBOR Loans.  Without limiting the effect of
the provisions of the immediately  preceding subsection (a), if by reason of any
Regulatory  Change,  any Lender either (i) incurs  Additional  Costs based on or
measured by the excess  above a  specified  level of the amount of a category of
deposits or other liabilities of such Lender that includes deposits by reference
to which the  interest  rate on LIBOR  Loans is  determined  as provided in this
Agreement or a category of  extensions  of credit or other assets of such Lender
that includes LIBOR Loans or (ii) becomes  subject to restrictions on the amount
of such a category  of  liabilities  or assets that it may hold,  then,  if such
Lender  so elects by notice  to the  Borrower  (with a copy to the  Agent),  the
obligation  of such Lender to make or  Continue,  or to Convert  Base Rate Loans
into,  LIBOR Loans hereunder  shall be suspended  until such  Regulatory  Change
ceases to be in effect  (in which case the  provisions  of  Section  5.5.  shall
apply).

         (c) Notification and  Determination  of Additional  Costs.  Each of the
Agent and each Lender,  as the case may be, agrees to notify the Borrower of any
event  occurring  after the Agreement Date entitling the Agent or such Lender to
compensation under any of the preceding  subsections of this Section as promptly
as practicable;  provided,  however, that the failure of the Agent or any Lender
to give such notice shall not release the Borrower  from any of its  obligations
hereunder.  The Agent  agrees to furnish to the Borrower a  certificate  setting
forth the basis and amount of each request for compensation  under this Section.
Determinations  by the Agent of the  effect of any  Regulatory  Change  shall be
conclusive, provided that such determinations are made on a reasonable basis and
in good faith.

         SECTION 5.2.  Suspension of LIBOR Loans.

         Anything herein to the contrary notwithstanding, if, on or prior to the
determination of any LIBO Rate for any Interest Period:

                  (a) the Agent reasonably determines (which determination shall
         be  conclusive)  that  quotations  of interest  rates for the  relevant
         deposits  referred  to in the  definition  of LIBO  Rate are not  being
         provided in the  relevant  amounts or for the relevant  maturities  for
         purposes of  determining  rates of interest for LIBOR Loans as provided
         herein or is otherwise unable to determine the LIBO Rate, or




                  (b) any  Lender  reasonably  determines  (which  determination
         shall be conclusive) that the relevant rates of interest referred to in
         the  definition  of LIBO  Rate  upon the  basis  of  which  the rate of
         interest for LIBOR Loans for such  Interest  Period is to be determined
         are not likely adequately to cover the cost to such Lender of making or
         maintaining LIBOR Loans for such Interest Period; or

                  (c) any  Lender  that has  outstanding  a Bid Rate  Quote with
         respect  to  a  LIBOR   Margin  Loan   reasonably   determines   (which
         determination  shall  be  conclusive)  that  the  LIBO  Rate  will  not
         adequately  and  fairly  reflect  the cost to such  Lender of making or
         maintaining such LIBOR Margin Loan;

         then the Agent shall give the  Borrower and each Lender  prompt  notice
thereof  and, so long as such  condition  remains in effect,  (i) in the case of
clause (a) or (b) above,  the Lenders shall be under no obligation to, and shall
not, make  additional  LIBOR Loans,  Continue  LIBOR Loans or Convert Loans into
LIBOR Loans and the Borrower  shall,  on the last day of each  current  Interest
Period for each outstanding  LIBOR Loan, either prepay such Loan or Convert such
Loan into a Base Rate Loan and (ii) in the case of clause (c)  above,  no Lender
that has  outstanding a Bid Rate Quote with respect to a LIBOR Margin Loan shall
be under any obligation to make such Loan.

         SECTION 5.3.  Illegality.

         Notwithstanding  any other provision of this  Agreement,  if any Lender
shall determine (which determination shall be conclusive and binding) that it is
unlawful for such Lender to honor its obligation to make or maintain LIBOR Loans
hereunder,  then such Lender shall promptly notify the Borrower  thereof (with a
copy of such  notice  to the  Agent)  and such  Lender's  obligation  to make or
Continue,  or to Convert  Revolving  Loans of any other Type into,  LIBOR  Loans
shall be  suspended  until such time as such Lender may again make and  maintain
LIBOR Loans (in which case the provisions of Section 5.5. shall be applicable).

         SECTION 5.4.  Compensation.

         The Borrower  shall pay to the Agent for account of each  Lender,  upon
the request of such Lender through the Agent, such amount or amounts as shall be
sufficient  (in the reasonable  opinion of the Agent) to compensate  such Lender
for any loss, cost or expense that the Agent determines is attributable to:

                  (a) any payment or prepayment  (whether mandatory or optional)
         of a LIBOR Loan or Bid Rate Loan, or  Conversion of a LIBOR Loan,  made
         by  such  Lender  for  any  reason  (including,   without   limitation,
         acceleration)  on a date other than the last day of the Interest Period
         for such Loan; or

                  (b) any  failure by the  Borrower  for any reason  (including,
         without  limitation,  the failure of any of the  applicable  conditions
         precedent  specified in Article VI. to be  satisfied) to borrow a LIBOR
         Loan or Bid Rate Loan from such Lender on the date for such  borrowing,
         or to  Convert a Base Rate Loan into a LIBOR  Loan or  Continue a LIBOR
         Loan on the requested date of such Conversion or Continuation.

         Not in limitation of the foregoing,  such  compensation  shall include,
but shall not be limited to: (i) in the case of a LIBOR Loan, an amount equal to
the then present  value of (A) the amount of interest that would have accrued on
such LIBOR Loan for the remainder of the Interest  Period at the rate applicable
to such LIBOR  Loan,  less (B) the amount of interest  that would  accrue on the
same  LIBOR  Loan for the same  period  if the LIBO Rate were set on the date on
which such LIBOR Loan was repaid,  prepaid or Converted or the date on which the
Borrower  failed to borrow,  Convert or Continue such LIBOR Loan, as applicable,
calculating  present  value by using as a discount  rate the LIBO Rate quoted on
such date;  and (ii) in the case of a Bid Rate Loan,  the sum of such losses and
expenses  as the  Lender or  Designated  Lender  who made such Bid Rate Loan may
reasonably incur by reason of such prepayment,  including without limitation any
losses or expenses incurred in obtaining, liquidating or employing deposits from
third parties.

          Upon the Borrower's request, any Lender requesting  compensation under
this Section shall provide the Borrower with a statement setting forth the basis
for  requesting  such  compensation  and the method for  determining  the amount
thereof. Any such statement shall be conclusive absent manifest error.

         SECTION 5.5.  Treatment of Affected Loans.




         If the obligation of any Lender to make LIBOR Loans or to Continue,  or
to Convert  Base Rate Loans into,  LIBOR Loans  shall be  suspended  pursuant to
Section  5.1.(b),  Section 5.2. or Section 5.3.,  then such Lender's LIBOR Loans
shall be automatically  Converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for LIBOR Loans (or, in the case of a Conversion
required by Section  5.1.(b) or 5.3.,  on such  earlier  date as such Lender may
specify to the  Borrower  with a copy to the Agent)  and,  unless and until such
Lender  gives  notice as  provided  below that the  circumstances  specified  in
Section 5.1.,  Section 5.2. or 5.3. that gave rise to such  Conversion no longer
exist:

                  (a) to the extent that such Lender's  LIBOR Loans have been so
         Converted,  all  payments  and  prepayments  of  principal  that  would
         otherwise  be applied to such  Lender's  LIBOR  Loans  shall be applied
         instead to its Base Rate Loans; and

                  (b)  all  Revolving  Loans  that  would  otherwise  be made or
         Continued  by such  Lender as LIBOR  Loans  shall be made or  Continued
         instead as Base Rate Loans, and all Base Rate Loans of such Lender that
         would otherwise be Converted into LIBOR Loans shall remain as Base Rate
         Loans.

         If such Lender gives notice to the Borrower  (with a copy to the Agent)
that the  circumstances  specified in Section 5.1. or 5.3. that gave rise to the
Conversion of such Lender's LIBOR Loans pursuant to this Section no longer exist
(which such  Lender  agrees to do promptly  upon such  circumstances  ceasing to
exist) at a time when LIBOR Loans made by other  Lenders are  outstanding,  then
such Lender's  Base Rate Loans shall be  automatically  Converted,  on the first
day(s) of the next  succeeding  Interest  Period(s) for such  outstanding  LIBOR
Loans, to the extent necessary so that,  after giving effect thereto,  all Loans
held by the Lenders holding LIBOR Loans and by such Lender are held pro rata (as
to principal  amounts,  Types and  Interest  Periods) in  accordance  with their
respective Commitments.

         SECTION 5.6.  Change of Lending Office.

         Each Lender agrees that it will use reasonable  efforts to designate an
alternate  Lending  Office  with  respect  to any of its Loans  affected  by the
matters or circumstances described in Sections 3.11., 5.1. or 5.3. to reduce the
liability of the Borrower or avoid the results provided  thereunder,  so long as
such  designation  is not  disadvantageous  to such Lender as determined by such
Lender in its sole discretion,  except that such Lender shall have no obligation
to designate a Lending Office located in the United States of America.

                             ARTICLE VI. CONDITIONS

         SECTION 6.1.  Effectiveness.

         The  obligation of the Lenders to make any Loans,  and of the Swingline
Lender to make any Swingline Loans, to the Borrower in accordance with the terms
hereof are subject to the condition  precedent that the Borrower  deliver to the
Agent  each of the  following,  each of which  shall  be in form  and  substance
satisfactory to the Agent:

 a)      counterparts of this Agreement executed by each of the parties hereto;

         (b)  Revolving  Notes  and Bid Rate  Notes  executed  by the  Borrower,
payable to all Lenders and  complying  with the terms of Section  2.12.  and the
Swingline Note executed by the Borrower, payable to the Swingline Lender;

         (c)      the Guaranty executed by each Guarantor;

         (d) an  opinion of Foley & Lardner,  counsel  to the  Borrower  and the
Guarantors, and addressed to the Agent and the Lenders in substantially the form
of Exhibit N;

         (e) all of the documents and information required to be delivered under
Section 4.1.(a) with respect to each of the Properties listed on Schedule 4.1.;

         (f)      an Unencumbered Pool Certificate dated the Agreement Date;


         (g) the certificate of limited partnership of the Borrower certified as
of a recent date by the Secretary of State of the State of Delaware;

         (h) a Certificate  of Good  Standing  issued as of a recent date by the
Secretary of State of the State of Delaware and certificates of qualification to
transact business or other comparable  certificates  issued by each Secretary of
State (and any state  department of taxation,  as  applicable)  of each state in
which the Borrower is required to be so qualified;

         (i) a certificate  of  incumbency  signed by the Secretary or Assistant
Secretary  of the general  partner of the  Borrower  with respect to each of the
officers  of the  general  partner of the  Borrower  authorized  to execute  and
deliver the Loan Documents to which the Borrower is a party;

         (j) certified copies (certified by the Secretary or Assistant Secretary
of the general  partner of the  Borrower)  of the  partnership  agreement of the
Borrower  and of all  necessary  action  taken by the  Borrower  (and any of the
partners of the Borrower) to authorize the execution,  delivery and  performance
of the Loan Documents to which it is a party;

         (k)  the   articles  of   incorporation,   articles  of   organization,
certificate of limited partnership or other comparable organizational instrument
(if any) of each  Guarantor  certified  as of a recent date by the  Secretary of
State of the State of formation of such Guarantor;

         (l) a Certificate of Good Standing or  certificate  of similar  meaning
with respect to each  Guarantor  issued as of a recent date by the  Secretary of
State of the State of  formation  of each such  Guarantor  and  certificates  of
qualification to transact  business or other comparable  certificates  issued by
each Secretary of State (and any state department of taxation, as applicable) of
each state in which such Guarantor is required to be so qualified;

         (m) a certificate  of  incumbency  signed by the Secretary or Assistant
Secretary (or other individual  performing  similar functions) of each Guarantor
with respect to each of the officers of such Guarantor authorized to execute and
deliver the Loan Documents to which such Guarantor is a party;

         (n) copies  certified by the  Secretary or Assistant  Secretary of each
Guarantor (or other individual  performing similar functions) of (i) the by-laws
of such  Guarantor,  if a  corporation,  the operating  agreement,  if a limited
liability  company,  the  partnership   agreement,   if  a  limited  or  general
partnership, or other comparable document in the case of any other form of legal
entity and (ii) all corporate,  partnership,  member or other  necessary  action
taken by such Guarantor to authorize the execution,  delivery and performance of
the Loan Documents to which it is a party;

         (o)      the fees, if any, then due under Section 3.1.; and

         (p)      a Compliance Certificate dated as of December 31, 1997; and

         (q) such other  documents,  instruments  and agreements as the Agent or
any Lender may reasonably request.

         SECTION 6.2.  Conditions to All Loans.

         The obligation of the Lenders to make any Revolving  Loans,  and of the
Swingline  Lender to make any  Swingline  Loans,  is  subject  to the  condition
precedent  that the  following  conditions  be  satisfied in the judgment of the
Agent:

         (a) in the case of a Revolving  Loan,  timely receipt by the Agent of a
Notice of Borrowing,  or in the case of a Swingline Loan,  timely receipt by the
Swingline Lender of a Notice of Swingline Borrowing;

         (b) the  proposed  use of proceeds of such Loan set forth in the Notice
of Borrowing or Notice of Swingline Borrowing, as the case may be, is consistent
with the provisions of Section 8.14.;

         (c)  immediately  before and after the making of such Loan,  no Default
(including  without  limitation,  the  existence of the  condition  described in
Section 2.8.(f)) or Event of Default shall have occurred and be continuing; and

         (d)  the  representations  and  warranties  of  the  Borrower  and  the
Guarantors  contained  in the  Loan  Documents  shall  be true  in all  material
respects  on and as of  the  date  of  such  Loan  except  to  the  extent  such
representations  or  warranties  specifically  relate to an earlier date or such
representations  or  warranties  become untrue by reason of events or conditions
otherwise permitted hereunder and the other Loan Documents.

The delivery of each Notice of Borrowing and each Notice of Swingline  Borrowing
and the making of each Loan shall  constitute a certification by the Borrower to
the Agent and the  Lenders  that the  statements  in the  immediately  preceding
clauses (b) through (d) are true.


         SECTION 6.3.  Conditions to Conversion to Term Loans.

         The right of the  Borrower to convert  Revolving  Loans into Term Loans
under Section 2.11.  is subject to the  condition  precedent  that the following
conditions be satisfied in the judgment of the Agent:

 a)      timely receipt by the Agent of the notice required under such Section;

         (b) immediately before and after such conversion, no Default (including
without limitation, the existence of the condition described in Section 2.8.(f))
or Event of Default shall have occurred and be continuing;

         (c) the representations and warranties of the Borrower contained in the
Loan Documents to which it is a party shall be true in all material  respects on
and as of the date of such conversion except to the extent such  representations
or warranties  specifically relate to an earlier date or such representations or
warranties become untrue by reason of events or conditions  otherwise  permitted
hereunder and the other Loan Documents; and

         (d)      payment of the fee due under Section 3.1.(c).

The  delivery of the notice  required  under such  Section  shall  constitute  a
certification  by the Borrower to the Agent and the Lenders that the  statements
in the immediately preceding clauses (b) and (c) are true.

         SECTION 6.4.  Conditions as Covenants.

         If the  Lenders  make the initial  Revolving  Loans,  or the  Swingline
Lender  makes the  initial  Swingline  Loan,  prior to the  satisfaction  of all
conditions  precedent set forth in Section 6.1., the Borrower shall nevertheless
cause such  condition or  conditions  to be satisfied  within five Business Days
after the date of the making of such initial Revolving Loans or Swingline Loan.

                   ARTICLE VII. REPRESENTATIONS AND WARRANTIES

         The  Borrower  represents  and warrants to the Agent and each Lender as
follows:

         SECTION 7.1.  Existence and Power.

         Each of the Borrower,  each Guarantor and its other  Subsidiaries  is a
corporation, partnership or other legal entity, duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, and
has  all  requisite   power  and  authority  and  all   governmental   licenses,
authorizations,  consents and approvals required to carry on its business as now
conducted  and is duly  qualified  and is in  good  standing,  authorized  to do
business,  in each  jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization.

         SECTION 7.2.  Ownership Structure.

         Schedule 7.2. is a complete and correct list of all Subsidiaries of the
Parent (including all Subsidiaries of the Borrower), setting forth for each such
Subsidiary,  (a) the jurisdiction of organization of such  Subsidiary,  (b) each
Person holding ownership  interests in such Subsidiary and (c) the nature of the
ownership  interests held by each such Person and the percentage of ownership of
such Subsidiary represented by such ownership interests.  Except as disclosed in
such Schedule (i) each of the Parent and its  Subsidiaries  owns, free and clear
of all Liens, and has the unencumbered right to vote, all outstanding  ownership
interests  in each Person shown to be held by it on such  Schedule,  (ii) all of
the issued and  outstanding  capital  stock of each such Person  organized  as a
corporation is validly issued,  fully paid and nonassessable and (iii) there are
no outstanding subscriptions,  options, warrants, commitments, preemptive rights
or agreements of any kind (including,  without limitation,  any stockholders' or
voting trust agreements) for the issuance,  sale,  registration or voting of, or
outstanding  securities convertible into, any additional shares of capital stock
of any class,  or partnership or other  ownership  interests of any type in, any
such Person.
 SECTION 7.3.  Authorization of Agreement, Notes, Loan Documents and Borrowings.

         The Borrower and each Guarantor has the right and power,  and has taken
all necessary  action to authorize  it, to borrow  hereunder (in the case of the
Borrower) and to execute,  deliver and perform this Agreement, the Notes and the
other Loan Documents to which it is a party in accordance with their  respective
terms and to consummate the transactions  contemplated  hereby.  This Agreement,
the Notes and each of the  other  Loan  Documents  to which  the  Borrower  or a
Guarantor is a party have been duly  executed  and  delivered by such Loan Party
and each is a legal, valid and binding obligation of such Loan Party enforceable
against such Loan Party in accordance with its respective  terms,  except as the
same may be limited by bankruptcy,  insolvency, and other similar laws affecting
the rights of creditors generally and the availability of equitable remedies for
the  enforcement  of certain  obligations  (other than the payment of principal)
contained herein or therein may be limited by equitable principles generally.


         SECTION 7.4.  Compliance of Agreement, Notes, Loan Documents and
 Borrowing with Laws, etc.

         The execution,  delivery and performance of this  Agreement,  the Notes
and the other Loan  Documents to which the Borrower or any  Guarantor is a party
in accordance with their  respective  terms and the borrowing of Loans hereunder
do not and will not, by the passage of time,  the giving of notice or  otherwise
(a) require any Governmental  Approval or violate any Applicable Law relating to
the  Borrower  or any  Guarantor  the failure to possess or to comply with which
would have a Materially Adverse Effect; (b) conflict with, result in a breach of
or constitute a default under the articles of incorporation,  bylaws,  operating
agreement,   partnership   agreement  or  other  organizational  or  constituent
documents of the Borrower or any Guarantor, or any indenture, agreement or other
instrument  to which the Borrower or any  Guarantor is a party or by which it or
any of its  properties  may be bound and the  violation  of which  would  have a
Materially  Adverse  Effect;  or  (c)  result  in or  require  the  creation  or
imposition  of any  Lien  upon or with  respect  to any  property  now  owned or
hereafter acquired by the Borrower or any Guarantor other than Permitted Liens.

         SECTION 7.5.  Compliance with Law; Governmental Approvals.

         Each of the  Borrower and the  Guarantors  is in  compliance  with each
Governmental  Approval  applicable  to it  and  in  compliance  with  all  other
Applicable Law relating to it, except for noncompliances which, and Governmental
Approvals the failure to possess which,  would not,  singly or in the aggregate,
cause a Default or Event of Default or have a Materially  Adverse  Effect and in
respect of which (if the Borrower has actual knowledge of such Applicable Law or
Governmental  Approval)  adequate reserves have been established on the books of
such Loan Party.

         SECTION 7.6.  Existing Indebtedness.

         Other  than the  Indebtedness  hereunder  and as set forth on  Schedule
7.6., neither the Borrower,  any Guarantor nor any of its other Subsidiaries has
any  Indebtedness.   The  Borrower,   each  Guarantor  and  each  of  the  other
Subsidiaries  have performed and are in compliance with all of the terms of such
Indebtedness and all instruments and agreements relating thereto, and no default
or event of default,  or event or condition which with the giving of notice, the
lapse of time, a  determination  of materiality,  the  satisfaction of any other
condition or any combination of the foregoing,  would  constitute such a default
or event of default, exists with respect to any such Indebtedness.

         SECTION 7.7.  Title to Properties; Liens.

         Each of the Borrower,  each  Guarantor and its other  Subsidiaries  has
good,  marketable  and legal  title to, or a valid  leasehold  interest  in, its
respective assets. Each of the Unencumbered Pool Properties is free and clear of
all Liens except for Permitted Liens.

         SECTION 7.8.  Unencumbered Pool Properties.

    Each of the Unencumbered Pool Properties qualifies as an Eligible Property.

         SECTION 7.9.  Leases.

         Except as reflected  on the most  current  rent rolls  delivered to the
Agent, all tenant leases of any Unencumbered Pool Property are in full force and
effect and no default or event of  default  (or event or  occurrence  which upon
with the passage of time or the giving of notice,  or both,  will  constitute  a
default or event of default) exists or will exist  thereunder as a result of the
consummation of the transactions contemplated by the Loan Documents.

         SECTION 7.10.  Material Contracts.

         Schedule 7.10. is a true,  correct and complete listing of all Material
Contracts.  Each of the Borrower, each Guarantor and its other Subsidiaries that
are parties to any Material Contract has performed and is in compliance with all
of the terms of such Material Contract,  and no default or event of default,  or
event or  condition  which  with the  giving of  notice,  the  lapse of time,  a
determination  of  materiality,  the  satisfaction of any other condition or any
combination  of the  foregoing,  would  constitute  such a  default  or event of
default, exists with respect to any such Material Contract.

         SECTION 7.11.  Margin Stock.

         Neither the Borrower, any Guarantor nor any other Subsidiary is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose, whether immediate,  incidental or ultimate, of buying or
carrying  "margin  stock" within the meaning of  Regulations  G, U and X, and no
part of the proceeds of any extension of credit hereunder will be used to buy or
carry any such "margin stock."

         SECTION 7.12.  Transactions with Affiliates.

         Except  as set forth on  Schedule  7.12.,  neither  the  Borrower,  any
Guarantor  nor any  other  Subsidiary  is a party  to any  transaction  with any
Affiliate which is in violation of Section 8.20.

         SECTION 7.13.  Absence of Defaults.

         Neither the Borrower nor any Guarantor is in default under its articles
of incorporation,  bylaws,  operating agreement,  partnership agreement or other
organizational or constituent document, and no event has occurred, which has not
been  remedied,  cured or waived (a) which  constitutes a Default or an Event of
Default; or (b) which constitutes, or which with the passage of time, the giving
of notice or otherwise,  would constitute,  a default or event of default by the
Borrower,  any  Guarantor or any other  Subsidiary  under any Material  Contract
(other than this  Agreement or any other Loan  Document) or judgment,  decree or
order to which the Borrower, any Guarantor or any other Subsidiary is a party or
by which it or any of its properties may be bound.


         SECTION 7.14.  Financial Information.

         The  Borrower  has  furnished  to each  Lender  copies  of the  audited
consolidated balance sheet of the Parent and its consolidated Subsidiaries as at
December 31, 1995 and December 31, 1996,  and the audited  consolidated  related
statements of income,  retained  earnings and cash flow for the periods  covered
thereby,  and copies of the unaudited  consolidated  balance sheet of the Parent
and its  consolidated  Subsidiaries  as at  December  31,  1997 and the  related
unaudited consolidated statement of income,  retained earnings and cash flow for
the  nine-month  period then ending,  each  certified by the  President or Chief
Financial Officer of the Borrower to be, in his opinion,  in compliance with the
next  sentence.  Such  balance  sheets and  statements  (including  in each case
related  schedules  and notes) are complete and correct and present  fairly,  in
accordance with GAAP consistently  applied throughout the periods involved,  the
consolidated financial position of the Parent and its consolidated  Subsidiaries
as at their respective dates and the results of operations and the cash flow for
such periods (subject, in the case of quarterly financial statements,  to normal
year-end audit  adjustments and the absence of certain  footnotes).  Each of the
operating  statements  pertaining to each of the  Unencumbered  Pool  Properties
delivered to the Agent was prepared in accordance  with GAAP and fairly presents
the results of operations of such Unencumbered Pool Property for the period then
ended.  Each of the  projections,  financial plans and budgets  delivered to the
Agent  prior to the date hereof and the  projections  to be  delivered  to Agent
pursuant to Section 8.1.(n),  (a) has been, or will be, as applicable,  prepared
for  each  Unencumbered  Pool  Property  in  light  of  the  past  business  and
performance  of such  Unencumbered  Pool  Property  and (b)  represents  or will
represent,  as of the date  thereof,  the  reasonable  good faith  estimates  of
Borrower's financial  performance.  None of the Borrower,  the Parent nor any of
its consolidated  Subsidiaries has on the Agreement Date any material contingent
liabilities,   liabilities,   liabilities   for  taxes,   unusual  or  long-term
commitments  or unrealized or forward  anticipated  losses from any  unfavorable
commitments,  except  as  referred  to or  reflected  or  provided  for in  said
financial  statements.  Since  December  31,  1995,  there has been no  material
adverse change in the financial condition,  operations, business or prospects of
the Parent or any of its  Subsidiaries.  Each of the Parent and its Subsidiaries
is Solvent.

         SECTION 7.15.  Litigation.

         Except as set forth on Schedule 7.15.,  there are no actions,  suits or
proceedings  pending  against,  or to the  knowledge  of the  Parent  threatened
against  or  affecting,  the  Borrower,  any  Guarantor  or  any  of  its  other
Subsidiaries  before any court or arbitrator or any governmental body, agency or
official (a) which could  reasonably be expected to have a Materially  Adversely
Effect or (b) which in any manner  draws into  question the validity of any Loan
Document.

         SECTION 7.16.  ERISA.

         (a) Existing  Plans.  Except for Plans as set forth on Schedule  7.16.,
neither the Borrower nor any  Guarantor  maintains,  nor has the Borrower or any
Guarantor at any time  maintained,  any Plan subject to the provisions of ERISA.
Neither the Borrower nor any Guarantor is, nor has at any time been, a member of
any ERISA Group with any Person that has at any time maintained any such Plan.

         (b) ERISA and Internal  Revenue Code Compliance and Liability.  Each of
the Borrower and the Guarantors is in compliance with all applicable  provisions
of ERISA and the  regulations  and  published  interpretations  thereunder  with
respect  to all Plans  except  where  failure  to comply  would not  result in a
Materially  Adverse Effect and except for any required  amendments for which the
remedial  amendment  period as defined in Section 401(b) of the Code has not yet
expired.  Each Plan that is intended to be qualified under Section 401(a) of the
Internal  Revenue Code has been determined by the Internal Revenue Service to be
so  qualified,  and each trust  related to such plan has been  determined  to be
exempt under Section 501(a) of the Internal Revenue Code. No material  liability
has been incurred by the Borrower or any Guarantor which remains unsatisfied for
any taxes or penalties with respect to any Plan or any multiemployer plan.

         (c)  Funding.  No Plan has  been  terminated,  nor has any  accumulated
funding deficiency (as defined in Section 412 of the Internal Revenue Code) been
incurred (without regard to any waiver granted under Section 412 of the Internal
Revenue  Code),  nor has any  funding  waiver  from  the IRS  been  received  or
requested with respect to any Plan, nor has the Borrower or any Guarantor failed
to make any  contributions  or to pay any  amounts  due and owing as required by
Section 412 of the Internal  Revenue Code,  Section 302 of ERISA or the terms of
any Plan prior to the due dates of such  contributions  under Section 412 of the
Internal  Revenue  Code or  Section  302 of ERISA,  nor has there been any event
requiring  any  disclosure  under Section  4041(c)(3)(C),  4063(a) or 4068(f) of
ERISA with respect to any Plan.


         (d) Prohibited Transactions and Payments.  Neither the Borrower nor any
Guarantor has: (1) engaged in a nonexempt  prohibited  transaction  described in
Section 406 of ERISA or Section 4975 of the Internal  Revenue Code; (2) incurred
any  liability to the PBGC which remains  outstanding  other than the payment of
premiums and there are no  prepayments  which are due and unpaid;  (3) failed to
make a required  contribution or payment to a Multiemployer  Plan; or (4) failed
to make a required  installment or other  required  payment under Section 412 of
the Internal Revenue Code.

         (e) No ERISA Termination Event. No Termination Event has occurred or is
reasonably expected to occur.

         (f) ERISA Litigation.  No material  proceeding,  claim,  lawsuit and/or
investigation  is existing or, to the best  knowledge of the Borrower  after due
inquiry,  threatened  concerning or involving any (1) employee  welfare  benefit
plan (as defined in Section 3(1) of ERISA)  currently  maintained or contributed
to by the Borrower, (2) Pension Plan or (3) Multiemployer Plan.

         SECTION 7.17.  Environmental Matters.

         Each of the Borrower,  the  Guarantors and the other  Subsidiaries  has
obtained all Governmental  Approvals which are required under Environmental Laws
and is in compliance in all material  respects with all terms and  conditions of
such Governmental  Approvals and all such Environmental  Laws. The Parent is not
aware of, and has not received notice of, any past,  present,  or future events,
conditions,  circumstances,  activities, practices, incidents, actions, or plans
which,  with  respect  to the  Borrower,  the  Guarantors  or  any of the  other
Subsidiaries,  may interfere with or prevent compliance or continued  compliance
with Environmental  Laws, or may give rise to any common-law or legal liability,
or otherwise  form the basis of any claim,  action,  demand,  suit,  proceeding,
hearing,  study,  or  investigation,  based on or  related  to the  manufacture,
processing,  distribution,  use, treatment,  storage,  disposal,  transport,  or
handling or the  emission,  discharge,  release or  threatened  release into the
environment, of any pollutant,  contaminant,  chemical, or industrial, toxic, or
other Hazardous Material. There is no civil, criminal, or administrative action,
suit, demand,  claim,  hearing,  notice, or demand letter,  notice of violation,
investigation, or proceeding pending or, to the Parent's knowledge,  threatened,
against the Borrower,  any Guarantor or any other Subsidiary relating in any way
to Environmental Laws.

         SECTION 7.18.  Taxes.

         All  federal,  state  and  other  tax  returns  of  the  Borrower,  the
Guarantors  and the other  Subsidiaries  required by Applicable  Law to be filed
have been duly filed,  and all federal,  state and other taxes,  assessments and
other  governmental  charges or levies upon the  Borrower,  any Guarantor or any
other Subsidiary and their  respective  properties,  income,  profits and assets
which are due and payable have been paid, except any such nonpayment which is at
the time  permitted  under  Section 8.3.  None of the United  States  income tax
returns of the Borrower,  any Guarantor or any other Subsidiary are under audit.
No tax liens have been filed and no claims are being  asserted  with  respect to
any such taxes. All charges, accruals and reserves on the books of the Borrower,
each  Guarantor  and each  other  Subsidiary  in  respect  of any taxes or other
governmental charges are in accordance with GAAP.

         SECTION 7.19.  Investment Company; Public Utility Holding Company.

         Neither the Borrower,  any Guarantor nor any other Subsidiary is (i) an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment  Company Act of 1940, as amended,  (ii) a "holding
company" or a "subsidiary company" of a "holding company",  or an "affiliate" of
a "holding company" or of a "subsidiary company" of a "holding company",  within
the meaning of the Public Utility  Holding  Company Act of 1935, as amended,  or
(iii) subject to any other Applicable Law which purports to regulate or restrict
its ability to borrow money or to consummate the  transactions  contemplated  by
this Agreement or to perform its obligations under any Loan Document to which it
is a party.

         SECTION 7.20.  Full Disclosure.

         All written  information  furnished  by or on behalf of the Borrower or
any Guarantor to the Agent and the Lenders for purposes of or in connection with
this  Agreement  and the other Loan  Documents or any  transaction  contemplated
hereby is, and all such information  hereafter  furnished by or on behalf of the
Borrower or any  Guarantor  to the Agent or any of the Lenders  will be true and
accurate in all material  respects on the date as of which such  information  is
stated or certified and does not, and will not, fail to state any material facts
necessary to make the statements  contained  therein not misleading.  The Parent
has  disclosed  to the Agent in  writing  any and all facts  known to the Parent
which  materially  and adversely  affect or may affect (to the extent the Parent
can now reasonably foresee), the business,  operations or financial condition of
the Borrower, each Guarantor and each of the other Consolidated Subsidiaries, or
the ability of the Borrower or any  Guarantor to perform its  obligations  under
the Loan Documents to which it is a party.


         SECTION 7.21.  Not Plan Assets.

         Neither the assets of the Borrower nor any  Guarantor  constitute,  nor
will constitute,  plan assets, within the meaning of ERISA, the Internal Revenue
Code and the respective regulations promulgated thereunder, of any ERISA Plan or
Non-ERISA Plan. The execution,  delivery and performance of this Agreement,  and
the  borrowing  and  repayment  of  amounts  thereunder,  do not  and  will  not
constitute "prohibited transactions" under ERISA or the Internal Revenue Code.

         SECTION 7.22.  Business.

         The  Parent  and its  Consolidated  Subsidiaries,  are  engaged  in the
business of owning,  managing and developing community and neighborhood shopping
centers  (and  until  April 30,  1998  office  buildings)  and other  activities
incidental thereto.

         SECTION 7.23.  Title to Properties; Necessary Agreements, Licenses,
 Permits; Adverse Contracts.

         Each of the Borrower, the Guarantors and the other Subsidiaries (i) has
good and marketable  title to its assets and  properties  except as disclosed in
the consolidated  financial  statements of the Parent delivered to the Agent and
the Lenders,  (ii) is in compliance  with all real and personal  property leases
where the failure to so be in compliance would have a Materially Adverse Effect,
(iii) possess all necessary and  appropriate  agreements,  contracts,  franchise
arrangements,  patents,  trademarks,  licenses,  permits and other  intellectual
property  rights  free from  burdensome  or undue  restriction  and (iv) has not
infringed  upon or otherwise  violated any trademark,  patent,  license or other
intellectual  property agreement where such infringement would have a Materially
Adverse  Effect.  Neither  the  Borrower,  any  Guarantor  nor any of the  other
Subsidiaries  has assumed  liability  under or is a party to nor is it or any of
its  property  subject to or bound by any  forward  purchase  contract,  futures
contract, covenant not to compete,  unconditional purchase, take or pay or other
agreement  which  restricts  its  ability to conduct  its  business  or,  either
individually  or in the  aggregate,  has a  Materially  Adverse  Effect or could
reasonably be expected to have a Materially Adverse Effect.

                             ARTICLE VIII. COVENANTS

         The Borrower  agrees that, so long as the Lenders have any  Commitments
hereunder or any Obligation remains unpaid:

         SECTION 8.1.  Information.

         The Borrower and the Parent, as applicable will deliver to the Agent:

         (a) Within 100 days after the end of each  fiscal  year of the  Parent,
the audited  consolidated balance sheet of the Parent and its Subsidiaries as at
the end of such fiscal year and the related audited  consolidated  statements of
income,  retained earnings and cash flows of the Parent and its Subsidiaries for
such fiscal year, setting forth in comparative form the figures as at the end of
and for the previous  fiscal year,  all of which shall be certified by the chief
financial  officer of the Parent in his or her opinion,  to present  fairly,  in
accordance with GAAP, the financial position of the Parent and its Subsidiaries,
as  applicable  as at the date  thereof  and the result of  operations  for such
period and by independent  certified public  accountants of recognized  national
standing  acceptable  to the  Agent,  whose  certificate  shall be in scope  and
substance  satisfactory to the Agent and who shall have authorized the Parent to
deliver such financial statements and certification thereof to the Agent and the
Lenders pursuant to this Agreement;

         (b) As soon as  available  and in any event  within  45 days  after the
close of each of the first,  second and third fiscal quarters of the Parent, the
consolidated  balance sheet of the Parent and its  Subsidiaries as at the end of
such period and the related consolidated statements of income, retained earnings
and cash flows of the Parent and its Subsidiaries for such period, setting forth
in each case in comparative  form the figures for the  corresponding  periods of
the previous fiscal year, all of which shall be certified by the chief financial
officer of the Parent in his or her opinion,  to present  fairly,  in accordance
with  GAAP,  the  consolidated   financial   position  of  the  Parent  and  its
Subsidiaries  as at the date  thereof  and the  results of  operations  for such
period (subject to normal year-end audit adjustments);

         (c)  simultaneously   with  the  delivery  of  each  set  of  financial
statements  referred  to in the  immediately  preceding  clauses  (a) and (b), a
certificate of the chief financial  officer of the Parent  substantially  in the
form of  Exhibit Q (i)  setting  forth in  reasonable  detail  the  calculations
required to establish whether the Parent was in compliance with the requirements
of  Section  8.12.  and 8.23.  and  Article  IX.  on the date of such  financial
statements  and (ii) stating  whether any Default or Event of Default  exists on
the date of such  certificate  and,  if any  Default  or Event of  Default  then
exists,  setting  forth the details  thereof and the action which the Parent and
the Borrower are taking or proposes to take with respect thereto;

         (d) as soon as available  and in any event within 45 days after the end
of each fiscal quarter of the Borrower, an Unencumbered Pool Certificate setting
forth the information to be contained  therein as of the last day of such fiscal
quarter;
         (e)  simultaneously   with  the  delivery  of  each  set  of  financial
statements  referred to in the immediately  preceding clause (a), a statement of
the firm of independent  public  accountants  which reported on such  statements
whether  anything has come to their  attention to cause them to believe that any
Default or Event of Default existed on the date of such statements;
         (f) promptly upon receipt thereof,  copies of all reports  submitted to
the  Borrower or the Parent or either the  Borrower's  general  partner's or the
Parent's Board of Directors,  as applicable,  by the Borrower's or Parent's,  as
applicable,  independent public accountants,  including without limitation,  any
management report;
         (g) within five days after any executive officer of either the Borrower
or  the  Parent  obtains  knowledge  of any  Default  or  Event  of  Default,  a
certificate  of the  president  or chief  financial  officer of the  Borrower or
Parent,  as applicable,  setting forth the details  thereof and the action which
the Borrower or Parent is taking or proposes to take with respect thereto;

         (h) promptly upon the mailing thereof to the shareholders of the Parent
generally,  copies of all financial statements,  reports, offering memoranda and
proxy statements so mailed;

         (i) within 10 days of the filing  thereof,  copies of all  registration
statements  (other than the exhibits thereto and any registration  statements on
Form S-8 or its  equivalent),  reports  on Forms  10-K,  10-Q and 8-K (or  their
equivalents) and all other periodic reports which the Parent shall file with the
Securities and Exchange  Commission (or any Governmental  Authority  substituted
therefor) or any national securities exchange;

         (j) promptly upon the release thereof,  copies of all press releases of
the Borrower and the Parent and any of its Subsidiaries;

         (k)  promptly  upon  obtaining  knowledge  thereof,  a  description  in
reasonable  detail of any action,  suit or  proceeding  commenced or  threatened
against the Borrower,  any Guarantor,  any Subsidiary or any  Unencumbered  Pool
Property which is reasonably likely to have a Materially Adverse Effect;

         (l) promptly upon the occurrence  thereof,  any material  change in the
senior management of the Borrower or the Parent;

         (m) promptly upon the occurrence thereof, any amendment to the articles
of incorporation,  bylaws,  operating agreement,  partnership agreement or other
organizational  or  constituent  document  of the  Parent,  the  Borrower or any
Guarantor;

         (n) upon request by the Agent, all financial information  maintained on
the Parent, the Borrower,  any Guarantor and the individual real estate projects
owned by the Parent, the Borrower or any Guarantor,  including,  but not limited
to, property cash flow  projections,  property  budgets,  operating  statements,
leasing status reports (both actual occupancy and leased occupancy),  contingent
liability summary, note receivable summary, summary of cash and cash equivalents
and overhead and capital improvement budgets;

         (o) within 10 days of the filing thereof,  each federal or state income
tax  return  of  the  Parent,  the  Borrower,  each  Guarantor  and  each  other
Subsidiary;

         (p) written  notice not later than public  disclosure  of any  material
Investments,  material acquisitions,  dispositions,  disposals,  divestitures or
similar transactions involving Property, the raising of additional equity or the
incurring  or  repayment of material  Indebtedness,  by or with the Parent,  the
Borrower, any Guarantor or any other Subsidiary;

         (q) if, in connection with a request by the Borrower that a Property be
accepted as an  Unencumbered  Pool Property,  the Borrower was unable to provide
any  operating  statement or occupancy  report for the entire  period called for
under clause (ii) or (iv) of Section  4.1.(a)  because such  information was not
reasonably  available  to the Borrower  but such  information  does later become
available to the Borrower,  the Borrower  will promptly  provide such reports to
the Agent and the Lenders; and


         (r) from  time to time and  promptly  upon  each  request,  such  data,
certificates,  reports,  statements,  opinions of counsel,  documents or further
information regarding the business,  assets,  liabilities,  financial condition,
results of operations  or business  prospects of the Parent,  the Borrower,  any
Guarantor  or any other  Subsidiary  as the Agent or any Lender  may  reasonably
request.

         SECTION 8.2.  ERISA Reporting.

         The Borrower shall deliver to the Agent as soon as possible, and in any
event within 10 Business Days after the Borrower knows that any of the events or
conditions  specified below with respect to any Plan or  Multiemployer  Plan has
occurred or exists,  a statement  signed by the chief  financial  officer of the
Borrower  setting  forth  details  respecting  such event or  condition  and the
action,  if any, that the Borrower or its ERISA Affiliate  proposes to take with
respect thereto (and a copy of any report or notice required to be filed with or
given to PBGC by the Borrower or an ERISA  Affiliate  with respect to such event
or condition):

         (a) any reportable  event,  as defined in Section  4043(b) of ERISA and
the regulations issued thereunder,  with respect to a Plan, as to which PBGC has
not by regulation  waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event (provided that a failure
to meet the minimum funding standard of Section 412 of the Internal Revenue Code
or Section 302 of ERISA, including,  without limitation,  the failure to make on
or  before  its due date a  required  installment  under  Section  412(m) of the
Internal  Revenue Code or Section 302(e) of ERISA,  shall be a reportable  event
regardless of the issuance of any waivers in accordance  with Section  412(d) of
the Internal Revenue Code); and any request for a waiver under Section 412(d) of
the Internal Revenue Code for any Plan;

         (b) the distribution  under Section 4041 of ERISA of a notice of intent
to terminate any Plan or any action taken by the Borrower or an ERISA  Affiliate
to terminate any Plan;

         (c) the institution by PBGC of proceedings  under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Plan,
or the  receipt  by the  Borrower  or any  ERISA  Affiliate  of a notice  from a
Multiemployer  Plan that such action has been taken by PBGC with respect to such
Multiemployer Plan;

         (d) the complete or partial withdrawal from a Multiemployer Plan by the
Borrower or any ERISA  Affiliate that results in liability under Section 4201 or
4204 of ERISA  (including  the  obligation to satisfy  secondary  liability as a
result of a  purchaser  default)  or the  receipt by the  Borrower  or any ERISA
Affiliate of notice from a Multiemployer  Plan that it is in  reorganization  or
insolvency  pursuant  to  Section  4241 or 4245 of ERISA or that it  intends  to
terminate or has terminated under Section 4041A of ERISA;

         (e) the institution of a proceeding by a fiduciary of any Multiemployer
Plan  against the  Borrower  or any ERISA  Affiliate  to enforce  Section 515 of
ERISA, which proceeding is not dismissed within 30 days; and

         (f) the adoption of an amendment to any Plan that,  pursuant to Section
401 (a)(29) of the Internal  Revenue Code or Section 307 of ERISA,  would result
in the loss of  tax-exempt  status of the trust of which  such Plan is a part if
the Borrower or an ERISA Affiliate fails to timely provide  security to the Plan
in accordance with the provisions of said Sections.

         SECTION 8.3.  Payment of Obligations.

         The Borrower and the Parent will pay and discharge, and will cause each
Guarantor and each other  Subsidiary of the Parent to pay and  discharge,  at or
before  maturity,  all their  respective  material  obligations and liabilities,
including,  without  limitation,  tax liabilities,  except where the same may be
contested in good faith by appropriate  proceedings  unless the contest  thereof
would have a Materially Adverse Effect,  and will maintain,  and will cause each
Guarantor  and each other  Subsidiary  of the Parent to maintain,  in accordance
with GAAP, appropriate reserves for the accrual of any of the same.

         SECTION 8.4.  Preservation of Existence and Similar Matters.

         The Borrower and the Parent shall preserve and maintain, and cause each
Guarantor and each other Subsidiary of the Parent to preserve and maintain,  its
respective  existence,  rights,  franchises,  licenses  and  privileges  in  the
jurisdiction of its formation and qualify and remain qualified and authorized to
do business in each jurisdiction in which the character of its properties or the
nature of its business  requires such  qualification and authorization and where
the failure to be so authorized  and qualified  would have a Materially  Adverse
Effect.


         SECTION 8.5.  Maintenance of Property.

         The Borrower and the Parent shall, and shall cause each other Guarantor
and each other  Subsidiary of the Parent to, (a) protect and preserve all of its
material  properties,   including  without  limitation,  all  Unencumbered  Pool
Properties,  and  maintain  in good  repair,  working  order and  condition  all
tangible  properties,  and (b)  from  time to time  make or cause to be made all
needed and appropriate  repairs,  renewals,  replacements  and additions to such
properties.

         SECTION 8.6.  Conduct of Business.

         The Borrower and the Parent shall at all times carry on, and cause each
other  Guarantor  and each  other  Subsidiary  of the  Parent to carry  on,  its
respective businesses in the same fields as engaged in on the Agreement Date and
not enter,  and not permit any other  Guarantor or any other  Subsidiary  of the
Parent to enter,  into any line of  business  not  otherwise  engaged in by such
Person as of the Agreement Date.

         SECTION 8.7.  Insurance.

         The  Borrower  and the  Parent  shall  maintain,  and cause  each other
Guarantor and each other  Subsidiary of the Parent to maintain,  insurance  with
financially  sound and reputable  insurance  companies against such risks and in
such amounts as is  customarily  maintained  by similar  businesses or as may be
required by Applicable Law. Such insurance shall, in any event, include fire and
extended coverage, public liability,  property damage, workers' compensation and
flood insurance (if required under  Applicable Law). The Borrower and the Parent
shall from time to time  deliver to the Agent or any Lender  upon its  request a
detailed  list,  together with copies of all policies of the  insurance  then in
effect,  stating the names of the insurance companies,  the amounts and rates of
the insurance,  the dates of the expiration thereof and the properties and risks
covered thereby.

         SECTION 8.8.  Modifications to Material Contracts.

         The Borrower  and the Parent shall not enter into,  or permit any other
Guarantor or any other  Subsidiary of the Parent to enter into, any amendment or
modification  to any  Material  Contract  or default in the  performance  of any
obligations  of the  Parent,  the  Borrower,  any other  Guarantor  or any other
Subsidiary  of the  Parent  in any  Material  Contract  or permit  any  Material
Contract to be canceled or terminated prior to its stated maturity.

         SECTION 8.9.  Environmental Laws.

         The  Borrower  and  the  Parent  shall  comply,  and  cause  all  other
Guarantors and all other  Subsidiaries of the Parent to comply,  in all material
respects with all  Environmental  Laws. If the Parent,  the Borrower,  any other
Guarantor or any other Subsidiary shall (a) receive notice that any violation of
any  Environmental  Law may have been  committed  or is about to be committed by
such Person, (b) receive notice that any administrative or judicial complaint or
order has been filed or is about to be filed  against the Parent,  the Borrower,
any  other  Guarantor  or  any  other  Subsidiary  alleging  violations  of  any
Environmental Law or requiring the Parent, the Borrower,  any other Guarantor or
any other  Subsidiary  to take any  action in  connection  with the  release  of
Hazardous  Materials or (c) receive any notice from a Governmental  Authority or
private party alleging that the Parent, the Borrower, any other Guarantor or any
other  Subsidiary  may be liable or  responsible  for  costs  associated  with a
response to or cleanup of a release of Hazardous Materials or any damages caused
thereby,  the Parent shall promptly provide the Agent with a copy of such notice
and in any event  within 10 days after the receipt  thereof by the  Parent,  the
Borrower,  any other  Guarantor  or any other  Subsidiary.  The Borrower and the
Parent shall, and shall cause each other Guarantor and each other Subsidiary to,
promptly  take all actions  necessary to prevent the  imposition of any Liens on
any  of  their  respective   properties   arising  out  of  or  related  to  any
Environmental Laws.

         SECTION 8.10.  Compliance with Laws and Material Contracts.

         The Borrower and the Parent will comply, and cause each other Guarantor
and each other Subsidiary to comply,  with (a) all Applicable Laws, except where
the failure to so comply would not have a Materially  Adverse Effect and (b) all
terms and conditions of all Material Contracts to which it is a party.

         SECTION 8.11.  Inspection of Property, Books and Records.

         The  Borrower  and the  Parent  will  keep,  and will  cause each other
Guarantor  and each  other  Subsidiary  of the Parent to keep,  proper  books of
record and account in which full,  true and correct entries shall be made of all
dealings and  transactions in relation to its business and activities;  and will
permit,  and will cause each other  Guarantor  and each other  Subsidiary of the
Parent  to  permit,  representatives  of the  Agent or any  Lender  to visit and
inspect any of their respective  properties,  to examine and make abstracts from
any of their  respective  books and  records  and to  discuss  their  respective
affairs,  finances and accounts with their  respective  officers,  employees and
independent public  accountants in the Borrower's  presence prior to an Event of
Default,  all at such reasonable times during business hours and as often as may
reasonably be desired and with reasonable  notice so long as no Event of Default
shall have occurred and be continuing.

         SECTION 8.12.  Indebtedness.

         The  Borrower  and the Parent  will not,  and will not permit any other
Guarantor  or  any  Subsidiary  to,  incur,   assume  or  suffer  to  exist  any
Indebtedness other than:

         (a)      Indebtedness under this Agreement;

         (b)      Indebtedness set forth in Schedule 7.6.;

         (c)      Indebtedness represented by declared but unpaid dividends; and

         (d) Secured Indebtedness and other Unsecured  Indebtedness that is pari
passu with and is not  subordinate in right of payment or otherwise to the Loans
and the other  Obligations,  so long as (i) no Default or Event of Default shall
have  occurred  and be  continuing  and  (ii)  the  incurrence  of such  Secured
Indebtedness or other Unsecured Indebtedness would not cause the occurrence of a
Default or Event of Default, including without limitation, a Default or Event of
Default resulting from a violation of Section 9.2. or 9.3.

         SECTION 8.13.  Consolidations, Mergers and Sales of Assets.
         The  Borrower  and the Parent shall not, and shall not permit any other
Guarantor  or any  other  Subsidiary  of the  Parent  to,  (a)  enter  into  any
transaction  of merger or  consolidation;  (b)  liquidate,  wind-up or  dissolve
itself (or suffer any liquidation or dissolution)  or (c) convey,  sell,  lease,
sublease,  transfer or otherwise dispose of, in one or a series of transactions,
any  Unencumbered  Pool  Property  or  any  interest  therein,  or  all  or  any
substantial  part of its  business or assets,  or the capital  stock of or other
equity  interests in any  Subsidiary,  except that (i) a Subsidiary may merge or
consolidate  with the Borrower or a Wholly Owned  Subsidiary of the Borrower and
(ii) a Subsidiary may sell, transfer or dispose of its assets to the Borrower or
a Wholly Owned Subsidiary.  Further,  the Borrower and the Parent shall not, and
shall not permit any Guarantor nor any other  Subsidiary of the Parent to, enter
into any  sale-leaseback  transactions or other transaction by which the Parent,
the Borrower, any other Guarantor or any other Subsidiary shall remain liable as
lessee (or the  economic  equivalent  thereof) of any real or personal  property
that it has sold or leased to another Person.

         SECTION 8.14.  Use of Proceeds.
         The   Borrower   will   only  use  the   proceeds   of  the  Loans  for
pre-development costs,  development costs,  acquisitions,  capital expenditures,
working capital and general corporate purposes, equity investments, repayment of
Indebtedness  or scheduled  amortization  payments on  Indebtedness,  and for no
other  purposes.  The  Borrower  will not use any  proceeds of the Loans for the
purpose of  purchasing  or  carrying  any "margin  stock"  within the meaning of
Regulations  G, U and X. The  Borrower  shall use the  proceeds  of the  initial
Revolving Loans hereunder to repay in full all outstanding  obligations owing by
the Parent under the Parent Credit Agreement.

         SECTION 8.15. Tenant Concentration.
         Neither the Borrower  nor the Parent  shall  permit the  Adjusted  Base
Rents from any single tenant (together with all Affiliates of such tenant) other
than Credit Tenants, to exceed 10% of Adjusted Base Rents from all Properties of
the Parent and its Subsidiaries.

         SECTION 8.16. Acquisitions.
         The  Borrower  and the  Parent  shall  not,  and shall not  permit  any
Subsidiary to, make any Acquisition in which the consideration  paid (whether by
way of payment of cash,  issuance of capital stock,  assumption of Indebtedness,
or otherwise) by the Borrower,  the Parent or such Subsidiary  equals or exceeds
35% of the  sum of  (a)  total  consolidated  assets  of  the  Parent  plus  (b)
consolidated  accumulated  depreciation  of the Parent  unless (i) no Default or
Event of Default  shall have occurred and be  continuing,  (ii) the Parent shall
have given the Agent and the  Lenders at least 30 days prior  written  notice of
such  Acquisition and (iii) the Parent shall have delivered to the Agent and the
Lenders a Compliance  Certificate,  calculated on a pro forma basis,  evidencing
the Borrower's and Parent's  continued  compliance with the terms and conditions
of this Agreement and the other Loan Documents,  including  without  limitation,
the financial  covenants  contained in Article IX.,  after giving effect to such
Acquisition.

         SECTION 8.17.  Exchange Listing.
         The Parent  shall  cause its common  stock to be listed for  trading on
either the New York Stock Exchange or the American Stock Exchange.

         SECTION 8.18.  REIT Status.
         Parent will at all times maintain its status as a REIT.

         SECTION 8.19.  Negative Pledge; Restriction on Distribution Rights.
         The  Borrower  and  Parent  shall  not,  and shall not permit any other
Guarantor or other  Subsidiary of the Parent,  to (a) create,  assume,  incur or
permit or suffer to exist any Lien upon any of the Unencumbered  Pool Properties
or any direct or indirect  ownership  interest of the Borrower in any  Guarantor
owning any  Unencumbered  Pool Property,  other than Permitted  Liens; (b) enter
into or assume any agreement  (other than the Loan  Documents)  prohibiting  the
creation or  assumption of any Lien upon its  properties or assets,  whether now
owned or hereafter acquired; or (c) create or otherwise cause or suffer to exist
or become effective any consensual encumbrance or restriction of any kind on the
ability of any Subsidiary  to: (i) pay dividends or make any other  distribution
on any of such Subsidiary's  capital stock or other equity interest owned by the
Parent or any other Subsidiary;  (ii) pay any Indebtedness owed to the Parent or
any other  Subsidiary;  (iii) make loans or  advances to the Parent or any other
Subsidiary;  or (iv) transfer any of its property or assets to the Parent or any
other Subsidiary.


         SECTION 8.20.  Agreements with Affiliates.

         The  Borrower  and the Parent shall not, and shall not permit any other
Guarantor or any other  Subsidiary of the Parent to, enter into any  transaction
requiring such Person to pay any amounts to or otherwise  transfer  property to,
or pay any  management or other fees to, any  Affiliate  other than on terms and
conditions  substantially as favorable to the Parent,  the Borrower,  such other
Guarantor  or such  other  Subsidiary  as would be  obtainable  at the time in a
comparable arm's-length transaction with a Person not an Affiliate.

         SECTION 8.21.  ERISA Exemptions.

         The  Borrower  and the Parent shall not, and shall not permit any other
Guarantor or any other  Subsidiary  to, permit any of its  respective  assets to
become  or be  deemed to be "plan  assets"  within  the  meaning  of ERISA,  the
Internal Revenue Code and the respective regulations promulgated thereunder,  of
any ERISA Plan or any Non-ERISA Plan.

         SECTION 8.22.  Compliance with and Amendment of Charter or Bylaws.

         The Borrower and the Parent will,  and will cause each other  Guarantor
to (a) comply with the terms of its articles of incorporation, bylaws, operating
agreement, partnership agreement or other organizational or constituent document
and (b) not amend,  supplement,  restate or  otherwise  modify its  articles  of
incorporation,  by-laws,  operating  agreement,  partnership  agreement or other
organizational  or  constituent   document  except  as  is  required  (i)  under
Applicable Laws or (ii) in order to maintain compliance with Section 8.18.

         SECTION 8.23.  Distributions.

         If no Event of  Default  shall have  occurred  and be  continuing,  the
Parent shall not directly or indirectly  declare or make, or incur any liability
to make, any Restricted Payments other than distributions to its shareholders in
an  amount  not to exceed  95% of Funds  From  Operations  as of the end of each
fiscal quarter for the four fiscal  quarter  period then ending.  If an Event of
Default under Section 10.1.(a) shall have occurred and be continuing as a result
of the  Borrower's  failure to pay any  principal  of or  interest on any of the
Obligations,  none of the Parent,  the  Borrower or any  Subsidiary  (other than
Wholly-Owned  Subsidiaries)  shall  directly or  indirectly  declare or make, or
incur any  liability to make,  any  Restricted  Payments.  If any other Event of
Default shall have occurred and be continuing,  none of the Parent, the Borrower
or any  Subsidiary  (other than  Wholly-Owned  Subsidiaries)  shall  directly or
indirectly  declare or make,  or incur any  liability  to make,  any  Restricted
Payments except that the Parent may make  distributions  to its  shareholders in
the minimum amount necessary to maintain compliance with Section 8.18.

         SECTION 8.24.  New Subsidiaries.

         Upon the  acquisition,  incorporation or other creation of a Subsidiary
after the date hereof, Parent shall cause such Subsidiary to execute and deliver
to  Agent  within  10 days of such  acquisition,  incorporation  or  creation  a
Guaranty executed and delivered by such Subsidiary,  together with the following
items:

         (a)  the   articles  of   incorporation,   articles  of   organization,
certificate of limited partnership or other comparable organizational instrument
(if any) of such  Subsidiary  certified as of a recent date by the  Secretary of
State of the State of formation of such Subsidiary;

         (b) a Certificate of Good Standing or  certificate  of similar  meaning
with respect to such  Subsidiary  issued as of a recent date by the Secretary of
State  of the  State  of  formation  of  such  Subsidiary  and  certificates  of
qualification to transact  business or other comparable  certificates  issued by
each Secretary of State (and any state department of taxation, as applicable) of
each state in which such Subsidiary is required to be so qualified;

         (c) a certificate  of  incumbency  signed by the Secretary or Assistant
Secretary (or other individual  performing similar functions) of such Subsidiary
with respect to each of the officers of such  Subsidiary  authorized  to execute
and deliver the Loan Documents to which such Subsidiary is a party;

         (d) copies  certified by the  Secretary or Assistant  Secretary of such
Subsidiary (or other individual performing similar functions) of (i) the by-laws
of such  Subsidiary,  if a corporation,  the operating  agreement,  if a limited
liability  company,  the  partnership   agreement,   if  a  limited  or  general
partnership, or other comparable document in the case of any other form of legal
entity and (ii) all corporate,  partnership,  member or other  necessary  action
taken by such Subsidiary to authorize the execution, delivery and performance of
the Loan Documents to which it is a party;

         (e) an opinion of Foley & Lardner,  counsel to  Borrower,  addressed to
Agent and Lenders,  and  regarding,  among other  things,  the authority of such
Subsidiary to execute,  deliver and perform the Guaranty, and such other matters
as Agent or its counsel may request; and

         (f) such  other  documents  and  instruments  as Agent  may  reasonably
request.


         SECTION 8.25.  Acquisitions or Developments of Properties.

         Neither the Parent nor any of its Subsidiaries  other than the Borrower
and its Subsidiaries shall acquire or develop any Property other than Properties
acquired or developed by the Parent and such  Subsidiaries on or before December
31, 1997; provided,  however, that (i) Delk Spectrum,  L.P., a Subsidiary of the
Parent may acquire and develop Properties after December 31, 1997 so long as the
aggregate value of such Properties is equal to or less than $14,000,000 and (ii)
Regency Office may acquire the Regency Office Properties.

         SECTION 8.26.  Transfer of Properties to Borrower.

         The Parent shall cause each of RRC General SPC,  Inc., RRC Limited SPC,
Inc., RSP IV Criterion,  Ltd., Regency Rosewood Temple Terrace,  Ltd.,  Treasure
Coast Investors,  Ltd., Landcom Regency Mandarin, Ltd., RRC FL SPC, Inc., RRC AL
SPC, Inc., RRC MS SPC, Inc. to transfer all Properties owned by such entities to
the  Borrower  upon the earlier of the  prepayment  or the maturity of the those
certain Mortgage Pass-Through Certificates (Series 1993-1) issued by RRC Lender,
Inc. in the  aggregate  principal  amount  $51,000,000  pursuant to that certain
Trust  Agreement  dated as of November 5, 1993,  between  RRC Lender,  Inc.,  as
depositor and Banker's  Trust  Company,  as Trustee (the  foregoing  transaction
referred to herein as the "Banker's Trust Securitized  Loan"). The maturity date
of the Banker's Trust  Securitized Loan shall not be extended beyond its current
maturity of November 5, 2000.

         SECTION  8.27.  Payment of accrued and unpaid  interest  and fees under
Parent Credit Agreement.

         The Parent shall, on or before March 31,1998,  pay to the Agent and the
Lenders (as  defined in the Parent  Credit  Agreement)  which are a party to the
Parent Credit  Agreement all accrued and unpaid  interest and fees owing to such
Agent and Lenders under the Parent Credit  Agreement  through the Agreement Date
in accordance with the terms and provisions of the Parent Credit Agreement.

                         ARTICLE IX. FINANCIAL COVENANTS

         SECTION 9.1.  Minimum Net Worth.

         The Parent shall not at any time permit its Net Worth  determined  on a
consolidated  basis  to be less  than  $464,978,000  plus 90% of the  amount  of
proceeds  (net of  transaction  costs)  received  by the Parent from the sale or
issuance of shares, options, warrants or other equity securities of any class or
character of the Parent after September 30, 1997.

         SECTION 9.2.  Ratio of Total Liabilities to Gross Asset Value.

         The Parent shall not at any time permit the ratio of Total  Liabilities
of the Parent and its Subsidiaries  determined on a consolidated  basis to Gross
Asset  Value of the Parent and its  Subsidiaries  determined  on a  consolidated
basis to exceed 0.50 to 1.00 at any time.

         SECTION 9.3.  Ratio of Secured Indebtedness to Gross Asset Value.

         The  Parent  shall  not  at  any  time  permit  the  ratio  of  Secured
Indebtedness  of the Parent and its  Subsidiaries  determined on a  consolidated
basis to Gross Asset Value of the Parent and its  Subsidiaries  determined  on a
consolidated basis to exceed 0.35 to 1.00 at any time.

         SECTION 9.4.  Ratio of EBITDA to Interest Expense.

         The  Parent  shall not permit the ratio of EBITDA of the Parent and its
Subsidiaries  determined  on a  consolidated  basis to  Interest  Expense of the
Parent and its  Subsidiaries  determined on a consolidated  basis for any fiscal
quarter to be less than 2.0 to 1.0 at the end of such fiscal quarter.

         SECTION  9.5.   Ratio  of  EBITDA  to  Debt  Service  and  Reserve  for
Replacements.

         The  Parent  shall not permit the ratio of EBITDA of the Parent and its
Subsidiaries  determined on a  consolidated  basis to the sum of Debt Service of
the Parent and its Subsidiaries  determined on a consolidated basis plus Reserve
for  Replacements  for all of the Properties of the Parent and its  Consolidated
Subsidiaries for any fiscal quarter to be less than 1.75 to 1.00 for such fiscal
quarter.


         SECTION 9.6.  Unsecured Interest Expense Coverage.

         The Parent shall not permit the ratio of  Unencumbered  NOI to Interest
Expense on Unsecured Indebtedness of the Parent and its Subsidiaries  determined
on a consolidated  basis for any fiscal quarter to be less than 1.75 to 1.00 for
such fiscal quarter.

         SECTION 9.7.  Permitted Investments.

         (a) The Parent shall not make any  Investment in or otherwise  own, and
shall not permit the Borrower,  any other  Guarantor or any other  Subsidiary to
make an  Investment in or otherwise  own, the following  items which would cause
the aggregate  value of such holdings of the Parent,  the Borrower and the other
Subsidiaries  to exceed the following  percentages  of the Parent's  Gross Asset
Value:

                  (i) unimproved real estate, such that the aggregate book value
         of all such  unimproved  real estate  exceeds 10% of the Parent's Gross
         Asset Value;

                  (ii) Common stock,  preferred  stock,  other capital stock and
         other  equity   interests  in   Unconsolidated   Affiliates   that  are
         corporations,   such  that  the  aggregate   value  of  such  interests
         calculated  on the basis of the lower of cost or market,  exceeds 5% of
         the Parent's Gross Asset Value;

                  (iii)  Mortgages  in favor of the Parent,  the Borrower or any
         other  Subsidiary,  such that the aggregate book value of  Indebtedness
         secured by such Mortgages exceeds 5% of the Parent's Gross Asset Value;

                  (iv)  Investments  in  partnerships,  joint ventures and other
         non-corporate  Persons  accounted for on an equity basis (determined in
         accordance   with  GAAP),   such  that  the  aggregate  value  of  such
         Investments exceeds 15% of the Parent's Gross Asset Value. For purposes
         of this  clause  (iv),  the  "value" of any such  Investment  in such a
         non-corporate  Person  shall  equal  (1)  with  respect  to any of such
         Person's Properties under construction,  the Parent's pro rata share of
         the book value of  Construction  in Process for such Property as of the
         date of  determination  and (2) with  respect  to any of such  Person's
         Properties  which have been  completed,  the Parent's pro rata share of
         Capitalized EBITDA of such Person attributable to such Properties; and

         In addition to the foregoing  limitations,  the aggregate  value of the
Investments subject to the limitations in the preceding clauses (i) through (iv)
shall not exceed 25% of the Parent's Gross Asset Value.

         Additionally,  the  aggregate  amount of the  Construction  Budgets for
Development  Properties  in which the  Parent  either  has a direct or  indirect
ownership  interest shall not exceed 20% of the Parent's Gross Asset Value. If a
Development Property is owned by an Unconsolidated  Affiliate of the Parent, the
Borrower or any Consolidated Subsidiary,  then the greater of (1) the product of
(A) the Parent's,  the Borrower's or such  Consolidated  Subsidiary's  ownership
interest in such Unconsolidated Affiliate and (B) the amount of the Construction
Budget for such  Development  Property or (2) the  recourse  obligations  of the
Parent,   the  Borrower  or  such  Consolidated   Subsidiary   relating  to  the
Indebtedness of such Unconsolidated Affiliate, shall be used in calculating such
investment limitation.

         SECTION 9.8.  Floating Rate Debt.

         The  Parent  will not and will not permit  any of its  Subsidiaries  to
incur,  assume  or suffer to exist  any  Unprotected  Floating  Rate Debt of the
Parent and its Subsidiaries  determined on a consolidated  basis in an aggregate
outstanding principal amount in excess of 25% of Gross Asset Value of the Parent
and its Subsidiaries determined on a consolidated basis at any time.

                               ARTICLE X. DEFAULTS

         SECTION 10.1.  Events of Default.

         If one or more of the  following  events  shall  have  occurred  and be
continuing:

         (a)  Default  in  Payment.  The  Borrower  shall  fail to pay  within 5
Business  Days of the due date  thereof any  principal of or any interest on any
Obligation, or any fees or other Obligations;

         (b) Default in  Performance.  The Parent or the Borrower  shall fail to
observe or perform any covenant or agreement contained in Section 8.12., Section
8.13. or Section 8.19. on its part to be performed;

         (c) Default in Performance-Cure.  The Parent or the Borrower shall fail
to observe or perform any  covenant or  agreement  contained  in this  Agreement
(other than those covered by the immediately  preceding  subsections (a) or (b))
for a period of 30 days  after  written  notice  thereof  has been  given to the
Borrower or the Parent by the Agent;

         (d) Other Loan  Documents.  An Event of Default under and as defined in
any Loan  Document  shall occur and be  continuing or the Parent or the Borrower
shall fail to observe or perform any covenant or  agreement  contained in any of
the Loan Documents to which it is a party and such failure shall continue beyond
any applicable period of grace;

         (e)  Misrepresentations.   Any  written  statement,  representation  or
warranty made or deemed made by or on behalf of the Parent,  the Borrower or any
other  Guarantor  under this Agreement or under any other Loan Document,  or any
amendment  hereto or thereto,  or in any other  writing or statement at any time
furnished or made or deemed made by or on behalf of the Parent,  the Borrower or
any other Guarantor to the Agent or any Lender,  shall at any time prove to have
been incorrect or misleading in any material respect when furnished or made.

         (f)      Indebtedness Cross-Default.

                  (i) The Parent, the Borrower, any other Guarantor or any other
         Subsidiary  shall fail to pay when due and payable the principal of, or
         interest on, any Indebtedness  (other than the Loans) or any Contingent
         Obligations,  which  Indebtedness  or  Contingent  Obligations  have an
         aggregate outstanding principal amount of $5,000,000 or more;

                  (ii) Any such  Indebtedness  or Contingent  Obligations  shall
         have (x) been  accelerated  in  accordance  with the  provisions of any
         indenture,  contract  or  instrument  evidencing,   providing  for  the
         creation  of or  otherwise  concerning  such  Indebtedness  or (y) been
         required to be prepaid prior to the stated maturity thereof; or


                  (iii) Any other event shall have  occurred  and be  continuing
         which,  with or without  the passage of time,  the giving of notice,  a
         determination of materiality,  the satisfaction of any condition or any
         combination  of the  foregoing,  would  permit any holder or holders of
         such  Indebtedness  or  Contingent  Obligations,  any  trustee or agent
         acting on behalf of such  holder or  holders  or any other  Person,  to
         accelerate  the  maturity  of  any  such   Indebtedness  or  Contingent
         Obligations or require any such Indebtedness or Contingent  Obligations
         to be prepaid prior to its stated maturity.

         (g) Voluntary  Bankruptcy  Proceeding.  The Parent,  the Borrower,  any
other  Guarantor or any other  Affiliates  shall:  (i) commence a voluntary case
under the Bankruptcy  Code of 1978, as amended or other federal  bankruptcy laws
(as now or hereafter in effect);  (ii) file a petition seeking to take advantage
of any other  Applicable  Laws,  domestic  or foreign,  relating to  bankruptcy,
insolvency,  reorganization,  winding-up, or composition or adjustment of debts;
(iii)  consent to, or fail to contest in a timely and  appropriate  manner,  any
petition filed against it in an involuntary  case under such  bankruptcy laws or
other  Applicable  Laws or consent to any proceeding or action  described in the
immediately  following  subsection;  (iv)  apply for or  consent  to, or fail to
contest in a timely and appropriate manner, the appointment of, or the taking of
possession by, a receiver,  custodian,  trustee, or liquidator of itself or of a
substantial part of its property,  domestic or foreign; (v) admit in writing its
inability  to pay its debts as they become due;  (vi) make a general  assignment
for the benefit of creditors; (vii) make a conveyance fraudulent as to creditors
under any Applicable Law; or (viii) take any corporate or partnership action for
the purpose of effecting any of the foregoing.
         (h) Involuntary Bankruptcy Proceeding. A case or other proceeding shall
be commenced against the Parent, the Borrower,  any other Guarantor or any other
Affiliates, in any court of competent jurisdiction seeking: (i) relief under the
Bankruptcy Code of 1978, as amended or other federal  bankruptcy laws (as now or
hereafter in effect) or under any other  Applicable  Laws,  domestic or foreign,
relating to bankruptcy, insolvency,  reorganization,  winding-up, or composition
or  adjustment  of  debts;  or (ii)  the  appointment  of a  trustee,  receiver,
custodian,  liquidator or the like of such Person,  or of all or any substantial
part of the  assets,  domestic  or  foreign,  of such  Person,  and such case or
proceeding shall continue undismissed or unstayed for a period of 60 consecutive
calendar  days,  or an order  granting  the  relief  requested  in such  case or
proceeding  against the Parent,  the Borrower,  such Guarantor or such Affiliate
(including,  but not limited to, an order for relief under such  Bankruptcy Code
or such other federal bankruptcy laws) shall be entered.

         (i)      Change of Control/Change in Management.

                  (w)  (A) If any  Person  (or  two or more  Persons  acting  in
         concert)  (other  than the Stein  Parties or US Realty)  shall  acquire
         "beneficial  ownership"  within  the  meaning  of  Rule  13d-3  of  the
         Securities  and Exchange Act of 1934, as amended,  of the capital stock
         or securities of the Parent  representing  20% or more of the aggregate
         voting  power of all  classes of capital  stock and  securities  of the
         Parent entitled to vote for the election of directors or (B) during any
         twelve-month  period  (commencing  both before and after the  Agreement
         Date),  individuals  who at the beginning of such period were directors
         of the Parent shall cease for any reason (other than death or mental or
         physical disability) to constitute a majority of the board of directors
         of the Parent;

                  (x) If the Persons comprising the Stein Parties shall cease to
         own,  in the  aggregate,  at least  570,000  shares of the  outstanding
         common stock of the Parent (without regard to any dilution thereof);

                  (y)      If US Realty shall cease to own at least 25% of the
 total outstanding common stock of    the Parent; or

    (z)      the general partner of the Borrower shall cease to be the Parent;

         (j)  ERISA.  The  assets  of the  Parent,  the  Borrower  or any  other
Guarantor  at any time  constitute  assets,  within the  meaning  of ERISA,  the
Internal Revenue Code and the respective regulations promulgated thereunder,  of
any ERISA Plan or Non-ERISA Plan;

         (k) Litigation.  The Parent,  the Borrower or any other Guarantor shall
disavow,  revoke or terminate  any Loan Document to which it is a party or shall
otherwise challenge or contest in any action, suit or proceeding in any court or
before  any  Governmental  Authority  the  validity  or  enforceability  of this
Agreement, any Note or any other Loan Document.


         (l)  Judgment.  A  judgment  or order  for the  payment  of money  (not
adequately   covered  by  insurance  as  to  which  the  insurance  company  has
acknowledged  coverage in  writing)  shall be entered  against  the Parent,  the
Borrower  or any  Subsidiary  by any  court or  other  tribunal  which  exceeds,
individually or together with all other such judgments or orders entered against
the Parent,  the  Borrower or such  Subsidiary,  $5,000,000  in amount (or which
could  otherwise  have a Materially  Adverse  Effect) and such judgment or order
shall continue for a period of 30 days without being stayed or dismissed through
appropriate appellate proceedings.

         (m)  Attachment.  A warrant,  writ of attachment,  execution or similar
process shall be issued against any property of the Parent,  the Borrower or any
Subsidiary which exceeds, individually or together with all other such warrants,
writs,  executions and processes,  $5,000,000 in amount and such warrant,  writ,
execution or process shall not be  discharged,  vacated,  stayed or bonded for a
period of 30 days.

         (n) Damage; Strike; Casualty. Any material damage to, or loss, theft or
destruction of, any Property,  whether or not insured,  or any strike,  lockout,
labor  dispute,  embargo,  condemnation,  act of God or public  enemy,  or other
casualty  which causes,  for more than 30  consecutive  days beyond the coverage
period of any  applicable  business  interruption  insurance,  the  cessation or
substantial  curtailment  of revenue  producing  activities  of the Parent,  the
Borrower,  any other  Guarantor  or any other  Subsidiary  if any such  event or
circumstance could reasonably be expected to have a Materially Adverse Effect.

         (o)  Guaranties.  Any  Guarantor  shall  fail to comply  with any term,
covenant,  condition  or agreement  contained  in its Guaranty or any  Guarantor
shall  disavow,  revoke or terminate or attempt to do any of the foregoing  with
respect to its Guaranty.

         SECTION 10.2.  Remedies.

         Upon the  occurrence  of an Event of Default,  and in every such event,
the Agent shall,  upon the direction of the Majority  Lenders,  (i) by notice to
the Borrower  terminate the Commitments,  which shall thereupon  terminate,  and
(ii) by notice to the Borrower  declare the Loans and all other  Obligations  to
be, and the Loans and all other Obligations shall thereupon become,  immediately
due and payable without presentment,  demand,  protest or notice of intention to
accelerate,  all of which are hereby  waived by the  Borrower.  If the Agent has
exercised any of the rights provided under the preceding sentence, the Swingline
Lender  shall:  (I)  declare the  principal  of, and  accrued  interest  on, the
Swingline Loans and the Swingline Note at the time  outstanding,  and all of the
other  Obligations  owing  to the  Swingline  Lender,  to be  forthwith  due and
payable,  whereupon the same shall  immediately  become due and payable  without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
expressly waived by the Borrower and (II) terminate the Swingline Commitment and
the obligation of the Swingline Lender to make Swingline Loans.  Notwithstanding
the foregoing,  upon the occurrence of any of the Events of Default specified in
Section  10.1.(g) or (h) above,  without any notice to the Borrower or any other
act by the Agent,  the Commitments and the Swingline  Commitment shall thereupon
immediately and automatically  terminate and the Loans and all other Obligations
shall become immediately due and payable without presentment,  demand,  protest,
notice of intention to accelerate or notice of acceleration,  or other notice of
any kind,  all of which are hereby waived by the Borrower.  Upon the  occurrence
and  during the  continuance  of a Default  under  Section  10.1.(h)  or Section
10.1.(i)(y),  the right of the Borrower to request Revolving Loans and Swingline
Loans shall be suspended.

         SECTION 10.3.  Allocation of Proceeds.

         If an Event of Default shall have  occurred and be  continuing  and the
maturity of the Notes has been  accelerated,  all payments received by the Agent
under any of the Loan  Documents,  in respect of any principal of or interest on
the  Obligations  or any other  amounts  payable by the  Borrower  hereunder  or
thereunder, shall be applied by the Agent in the following order and priority:

                  (a)      amounts due to the Agent and the Lenders in respect
 of fees and expenses due under  Section 12.3.;

                  (b)      payments of interest on Swingline Loans;

                  (c)      payments of interest on all other Loans, to be 
applied for the ratable benefit of the Lenders;


                  (d)      payments of principal of Swingline Loans;

                  (e)      payments of principal of Loans, to be applied for
 the ratable benefit of the Lenders;

                  (f)      amounts due to the Agent and the Lenders pursuant
 to Sections 11.7. and 12.5.;

                  (g)  payments  of all other  amounts due under any of the Loan
         Documents,  if any,  to be  applied  for  the  ratable  benefit  of the
         Lenders; and

                  (h) any amount remaining after  application as provided above,
         shall be paid to the Borrower or whomever else may be legally  entitled
         thereto.

         SECTION 10.4.  Rights Cumulative.

         The  rights  and  remedies  of the Agent  and the  Lenders  under  this
Agreement  and each of the other  Loan  Documents  shall be  cumulative  and not
exclusive of any rights or remedies  which any of them may otherwise  have under
Applicable Law. In exercising their respective rights and remedies the Agent and
the Lenders may be selective  and no failure or delay by the Agent or any of the
Lenders in  exercising  any right shall operate as a waiver of it, nor shall any
single or partial  exercise of any power or right  preclude its other or further
exercise or the exercise of any other power or right.

         SECTION 10.5.  Recision of Acceleration by Majority Lenders.

         If at any time after  acceleration of the maturity of the Loans and the
other  Obligations,  the  Borrower  shall pay all  arrears of  interest  and all
payments on account of principal of the Obligations  which shall have become due
otherwise  than by  acceleration  (with interest on principal and, to the extent
permitted by Applicable Law, on overdue interest, at the rates specified in this
Agreement)  and all Events of Default and  Defaults  (other than  nonpayment  of
principal of and accrued  interest on the  Obligations due and payable solely by
virtue of  acceleration)  shall be remedied or waived to the satisfaction of the
Majority Lenders,  then by written notice to the Borrower,  the Majority Lenders
may elect, in the sole discretion of such Majority Lenders, to rescind and annul
the acceleration and its consequences.  The provisions of the preceding sentence
are intended  merely to bind all of the Lenders to a decision  which may be made
at the  election of the  Majority  Lenders,  and are not intended to benefit the
Borrower  and do not give the  Borrower  the right to  require  the  Lenders  to
rescind or annul any  acceleration  hereunder,  even if the conditions set forth
herein are satisfied.

                              ARTICLE XI. THE AGENT

         SECTION 11.1.  Appointment and Authorization.

         Each Lender irrevocably  appoints and authorizes the Agent to take such
action as the Agent on its behalf and to  exercise  such  powers  under the Loan
Documents as are delegated to the Agent by the terms thereof,  together with all
such powers as are reasonably incidental thereto. The Borrower shall be entitled
to rely conclusively upon a written notice or written response from the Agent as
being made  pursuant  to the  requisite  concurrence  or consent of the  Lenders
necessary to take such action without  investigation or otherwise contacting the
Lenders  hereunder.  The  power  of  attorney  set  forth  hereinabove  shall be
irrevocable and coupled with an interest. The relationship between the Agent and
the Lenders  shall be that of  principal  and the Agent only and nothing  herein
shall be  construed  to deem the Agent a trustee for any Lender nor to impose on
the Agent duties or obligations other than those expressly  provided for herein.
Not in  limitation  of the  foregoing,  each  Lender  agrees  the  Agent  has no
fiduciary  obligations  to such  Lender  under  this  Agreement,  any other Loan
Document or  otherwise.  At the request of a Lender,  the Agent will  forward to
each Lender copies or, where appropriate,  originals of the documents  delivered
to the Agent pursuant to Section 6.1. The Agent will also furnish to any Lender,
upon the request of such Lender,  a copy of any certificate or notice  furnished
to the Agent by the  Borrower  pursuant  to this  Agreement  or any  other  Loan
Document  not already  delivered  to such  Lender  pursuant to the terms of this
Agreement  or any such other Loan  Document.  As to any  matters  not  expressly
provided for by the Loan Documents (including,  without limitation,  enforcement
or  collection  of the Notes),  the Agent shall not be required to exercise  any
discretion  or take any action,  but shall be required to act or to refrain from
acting (and shall be fully  protected  in so acting or  refraining  from acting)
upon the instructions of the Majority Lenders,  and such  instructions  shall be
binding upon all the Lenders and all holders of Notes;  provided,  however, that
the Agent shall not be required  to take any action  which  exposes the Agent to
personal  liability  or which is  contrary to this  Agreement  or any other Loan
Document or Applicable Law. Not in limitation of the foregoing,  the Agent shall
not  exercise  any  right or remedy it or the  Lenders  may have  under any Loan
Document  upon the  occurrence  of a Default or an Event of  Default  unless the
Majority  Lenders have so directed  the Agent to exercise  such right or remedy.
The Agent shall not be deemed to have knowledge or notice of the occurrence of a
Default  or Event of  Default  unless  the Agent has  actual  knowledge  of such
Default or Event of Default. In the event that the Agent has actual knowledge of
the  occurrence  of a Default or Event of  Default,  the Agent shall give prompt
notice thereof to the Lenders.


         SECTION 11.2.  The Agent and Affiliates.

         Wells Fargo,  as a Lender,  shall have the same rights and powers under
this  Agreement and any other Loan Document as any other Lender and may exercise
the same as though it were not the  Agent;  and the term  "the  Lender"  or "the
Lenders" shall,  unless otherwise  expressly  indicated,  include Wells Fargo in
each case in its  individual  capacity.  Wells Fargo and its  affiliates and the
other Lenders and their  respective  affiliates  may each accept  deposits from,
maintain  deposits  or credit  balances  for,  invest in,  lend money to, act as
trustee under  indentures of, and generally  engage in any kind of business with
the Borrower and any  Affiliate of the Borrower as if Wells Fargo or such Lender
were any  other  bank and  without  any duty to  account  therefor  to the other
Lenders.

         SECTION 11.3.  Collateral Matters.

         Each  Lender  authorizes  and  directs the Agent to enter into the Loan
Documents for the benefit of the Lenders. Each Lender hereby agrees that, except
as otherwise  set forth  herein,  any action  taken by the  Majority  Lenders in
accordance with the provisions of this Agreement or the Loan Documents,  and the
exercise  by the  Majority  Lenders of the powers set forth  herein or  therein,
together with such other powers as are reasonably  incidental thereto,  shall be
authorized and binding upon all of the Lenders.

         SECTION 11.4.  Approvals of the Lenders.

         All  communications  from  the  Agent  to any  Lender  requesting  such
Lender's determination,  consent,  approval or disapproval (a) shall be given in
the form of a written  notice to such  Lender,  (b)  shall be  accompanied  by a
description  of the  matter or thing as to which such  determination,  approval,
consent or  disapproval  is  requested,  or shall  advise such Lender where such
matter or thing may be  inspected,  or shall  otherwise  describe  the matter or
issue to be resolved,  (c) shall include, if reasonably requested by such Lender
and to the extent not previously provided to such Lender,  written materials and
a summary  of all oral  information  provided  to the Agent by the  Borrower  in
respect of the matter or issue to be resolved, and (d) shall include the Agent's
recommended  course of action or  determination  in  respect  thereof.  Unless a
Lender  shall  give  written  notice  to  the  Agent  that  it  objects  to  the
recommendation   or   determination  of  the  Agent  (together  with  a  written
explanation  of the reasons behind such  objection)  within 10 Business Days (or
such lesser period as may be required  under the Loan Documents for the Agent to
respond),  such  Lender  shall be deemed  to have  conclusively  approved  of or
consented to such recommendation or determination.

         SECTION 11.5.  Consultation with Experts.

         The Agent may consult  with legal  counsel  (who may be counsel for the
Borrower),  independent  public accountants and other experts selected by it and
shall not be liable  for any  action  taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

         SECTION 11.6.  Liability of the Agent.

         Neither the Agent nor any of its affiliates nor any of their respective
directors,  officers,  the  Agents or  employees  shall be liable for any action
taken or not taken by the Agent in connection  with any of the Loan Documents in
the absence of its own gross negligence or willful misconduct. Neither the Agent
nor any of its affiliates nor any of their respective directors,  officers,  the
Agents or  employees  shall be  responsible  for or have any duty to  ascertain,
inquire into or verify (a) any  statement,  warranty or  representation  made in
connection with any of the Loan Documents,  or any borrowing hereunder,  (b) the
performance or observance of any of the covenants or agreements of the Borrower,
(c) the  satisfaction  of any  condition  specified  in Article  VI., or (d) the
validity, effectiveness or genuineness of any of the Loan Documents or any other
instrument or writing furnished in connection  herewith or therewith.  The Agent
shall not incur any  liability by acting in reliance  upon any notice,  consent,
certificate,  statement,  or other writing  (which may be a bank wire,  telex or
similar  writing)  believed  by it to be  genuine  or to be signed by the proper
party or parties.

         SECTION 11.7.  Indemnification of the Agent.

         The Lenders agree to indemnify the Agent (to the extent not  reimbursed
by the Borrower and without limiting the obligation of the Borrower to do so) in
accordance  with the Lenders'  respective Pro Rata Shares,  from and against any
and  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits,  costs,  expenses  or  disbursements  of any  kind or  nature
whatsoever which may at any time be imposed on, incurred by, or asserted against
the Agent in any way  relating  to or arising out of the Loan  Documents  or any
action  taken or  omitted  by the  Agent  under  the Loan  Documents;  provided,
however,  that no Lender  shall be liable for any  portion of such  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  to  the  extent  arising  from  the  Agent's  gross
negligence  or  willful  misconduct.  Without  limiting  the  generality  of the
foregoing,  each Lender agrees to reimburse  the Agent  promptly upon demand for
its  ratable  share  of any  out-of-pocket  expenses  (including  counsel  fees)
incurred  by  the  Agent  in  connection   with  the   preparation,   execution,
administration, or enforcement of, or legal advice with respect to the rights or
responsibilities  of the parties under,  the Loan Documents,  to the extent that
the Agent is not reimbursed for such expenses by the Borrower. The agreements in
this  Section  shall  survive  the  payment  of the Loans and all other  amounts
payable  hereunder or under the other Loan Documents and the termination of this
Agreement.


         SECTION 11.8.  Credit Decision.

         Each Lender  expressly  acknowledges  that neither the Agent nor any of
its  officers,  directors,  employees,  the Agents,  attorneys-in-fact  or other
affiliates has made any representations or warranties to such Lender and that no
act by the Agent hereinafter  taken,  including any review of the affairs of the
Borrower,  shall be deemed to constitute any  representation  or warranty by the
Agent to any Lender.  Each Lender  acknowledges  that it has,  independently and
without  reliance upon the Agent,  any other Lender or counsel to the Agent, and
based on the financial statements of the Borrower and its affiliates, its review
of the Loan  Documents,  the  legal  opinions  required  to be  delivered  to it
hereunder,  the  advice  of  its  own  counsel  and  such  other  documents  and
information as it has deemed appropriate, made its own credit and legal analysis
and  decision  to enter into this  Agreement  and the  transaction  contemplated
hereby.  Each Lender also acknowledges  that it will,  independently and without
reliance upon the Agent,  any other Lender or counsel to the Agent, and based on
such review,  advice,  documents and information as it shall deem appropriate at
the time,  continue  to make its own  decisions  in taking or not taking  action
under the Loan  Documents.  Except  for  notices,  reports  and other  documents
expressly  required to be furnished to the Lenders by the Agent  hereunder,  the
Agent shall have no duty or responsibility to provide any Lender with any credit
or other information concerning the business,  operations,  property,  financial
and other condition or  creditworthiness  of the Borrower or any other Affiliate
which may come into  possession of the Agent or any of its officers,  directors,
employees, the Agents, attorneys-in-fact or other affiliates.

         SECTION 11.9.  Successor Agent.

         The Agent may  resign  at any time by  giving  30 days'  prior  written
notice thereof, to the Lenders and the Borrower. The Agent may be removed as the
Agent under the Loan Documents for good cause upon 30 days' prior written notice
to the Agent by the Majority Lenders.  Upon any such resignation or removal, the
Majority  Lenders  shall  have the right to  appoint a  successor  Agent.  If no
successor Agent shall have been so appointed by the Majority Lenders,  and shall
have accepted such appointment,  within 30 days after the current Agent's giving
of notice of resignation or the Majority  Lenders' removal of the current Agent,
then the current Agent may, on behalf of the Lenders, appoint a successor Agent,
which shall be a Lender,  if any Lender shall be willing to serve. Any successor
Agent must be a bank whose debt obligations (or whose parent's debt obligations)
are rated not less than  investment  grade or its  equivalent by a Rating Agency
and which has total assets in excess of $10,000,000,000.  Upon the acceptance of
its  appointment as Agent hereunder by a successor  Agent,  such successor Agent
shall  thereupon  succeed to and become vested with all the rights and duties of
the current Agent, and the current Agent shall be discharged from its duties and
obligations hereunder. After any current Agent's resignation hereunder as Agent,
the  provisions  of this  Article  shall  inure to its benefit as to any actions
taken or  omitted  to be taken  by it  while it was the  Agent.  Notwithstanding
anything  contained herein to the contrary,  the Agent may assign its rights and
duties hereunder to any of its affiliates by giving the Borrower and each Lender
prior written notice thereof.

         SECTION 11.10.  Approvals and Other Actions by Majority Lenders.

         Each of the following shall require the approval of, or may be taken at
the request of, the Majority Lenders:

         (a)      Approval of Eligible Properties as Unencumbered Pool 
Properties as provided in Section 4.1.;

         (b) Termination of the Commitments and  acceleration of the Obligations
upon the occurrence of an Event of Default as provided in Section 10.2.;

         (c)      Recession of acceleration of any of the Obligations as
 provided in Section 10.5.;

         (d)      Removing the Agent for good cause and approving of its
 replacement as provided in Section 11.9.; and

         (e) Except as  specifically  provided  otherwise in Section 12.7.,  any
consent or approval  regarding,  any waiver of the  performance or observance by
the  Borrower  of and the waiver of the  continuance  of any Default or Event of
Default in respect of, any term of this Agreement or any other Loan Document.


                           ARTICLE XII. MISCELLANEOUS

         SECTION 12.1.  Notices.

         All notices,  requests and other  communications to any party under the
Loan Documents shall be in writing (including bank wire, facsimile  transmission
or similar writing) and shall be given to such party as follows:

         If to the Borrower:

                  Regency Realty Corporation
                  121 West Forsyth Street, Suite 200
                  Jacksonville, Florida  32202
                  Attention:  Chief Financial Officer
                  Telecopier:  (904) 634-3428
                  Telephone:  (904) 356-7000

         If to a Lender or the Agent:

                  To such Lender's or the Agent's Lending Office

or as to each party at such other  address as such party  shall  designate  in a
written  notice  to the  other  parties.  Each  such  notice,  request  or other
communication  shall be  effective  (a) if given by mail,  72 hours  after  such
communication  is  deposited  in the mails with  first  class  postage  prepaid,
addressed as aforesaid or (b) if given by any other means (including facsimile),
when delivered at the applicable address provided for in this Section;  provided
that  notices  to the Agent  under  Article  II.,  and any notice of a change of
address for notices,  shall not be effective until received.  In addition to the
Agent's  Lending  Office,  the  Borrower  shall send  copies of the  information
described in Section 8.1. to the following address of the Agent:

                  Wells Fargo Bank, National Association
                  Real Estate Group
                  Koll Center
                  2030 Main Street, Suite 800
                  Irvine, California  92714
                  Attention:  Ms. Debra Autry

         SECTION 12.2.  No Waivers.

         No failure or delay by the Agent or any Lender in exercising any right,
power or privilege under any Loan Document shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and remedies  provided in the Loan Documents  shall be cumulative and not
exclusive of any rights or remedies provided by law.

         SECTION 12.3.  Expenses.

         The  Borrower  will pay on demand all  present  and  future  reasonable
expenses of:

         (a)  the  Agent  in  connection  with  the  negotiation,   preparation,
execution and delivery  (including  reasonable  out-of-pocket costs and expenses
incurred in connection  with the assignment of  Commitments  pursuant to Section
12.8.)  of this  Agreement,  the Notes  and each of the  other  Loan  Documents,
whenever the same shall be executed and delivered,  including  appraisers' fees,
search fees,  recording fees and the reasonable fees and  disbursements  of: (i)
Alston & Bird LLP,  counsel for the Agent,  and (ii) each local counsel retained
by the Agent;

         (b)  the  Agent  in  connection  with  the  negotiation,   preparation,
execution  and delivery of any waiver,  amendment or consent by the Agent or any
Lender relating to this Agreement,  the Notes or any of the other Loan Documents
or sales of participations in any Lender's Commitment,  including the reasonable
fees and disbursements of counsel to the Agent;

         (c)  the  Agent  and  each  of  the  Lenders  in  connection  with  any
restructuring, refinancing or "workout" of the transactions contemplated by this
Agreement, the Notes and the other Loan Documents, including the reasonable fees
and disbursements of counsel to the Agent actually incurred;

         (d) the  Agent  and each of the  Lenders,  after  the  occurrence  of a
Default or Event of Default, in connection with the collection or enforcement of
the  obligations  of the Borrower under this  Agreement,  the Notes or any other
Loan Document, including the reasonable fees and disbursements of counsel to the
Agent or to any Lender  actually  incurred if such  collection or enforcement is
done by or through an attorney;

         (e) subject to any limitation contained in Section 12.5., the Agent and
each of the Lenders in connection with prosecuting or defending any claim in any
way arising out of, related to, or connected with this  Agreement,  the Notes or
any of the other Loan Documents, including the reasonable fees and disbursements
of counsel to the Agent or any Lender actually incurred and of experts and other
consultants retained by the Agent or any Lender in connection therewith;


         (f) the  Agent  and each of the  Lenders,  after  the  occurrence  of a
Default or Event of Default, in connection with the exercise by the Agent or any
Lender of any right or remedy granted to it under this  Agreement,  the Notes or
any of the other Loan Documents  including the reasonable fees and disbursements
of counsel to the Agent or any Lender actually incurred;

         (g) the Agent in  connection  with costs and  expenses  incurred by the
Agent in gaining possession of, maintaining,  appraising, selling, preparing for
sale and advertising to sell any collateral  security,  whether or not a sale is
consummated; and

         (h) the  Agent  and each of the  Lenders,  to the  extent  not  already
covered by any of the preceding  subsections,  in connection with any bankruptcy
or other  proceeding of the type described in Sections  10.1.(g) or (h), and the
reasonable  fees and  disbursements  of  counsel  to the  Agent  and any  Lender
actually  incurred in connection  with the  representation  of the Agent or such
Lender  in any  matter  relating  to or  arising  out of  any  such  proceeding,
including without  limitation (i) any motion for relief from any stay or similar
order, (ii) the negotiation, preparation, execution and delivery of any document
relating to the Agent or such Lender and (iii) the  negotiation  and preparation
of any plan of reorganization of the Borrower, whether proposed by the Borrower,
the Lenders or any other Person, and whether such fees and expenses are incurred
prior  to,  during  or  after  the   commencement  of  such  proceeding  or  the
confirmation or conclusion of any such proceeding.

         SECTION 12.4.  Stamp, Intangible and Recording Taxes.

         The  Borrower  will pay any and all  stamp,  intangible,  registration,
recordation and similar taxes, fees or charges and shall indemnify the Agent and
each Lender  against any and all  liabilities  with respect to or resulting from
any delay in the payment or  omission  to pay any such  taxes,  fees or charges,
which  may be  payable  or  determined  to be  payable  in  connection  with the
execution,  delivery,  recording,  performance or enforcement of this Agreement,
the Notes and any of the other Loan Documents or the perfection of any rights or
Liens thereunder.

         SECTION 12.5.  Indemnification.

         The  Borrower  shall and hereby  agrees to  indemnify,  defend and hold
harmless  the Agent and each of the  Lenders  and  their  respective  directors,
officers,  the Agents and  employees  from and  against  (a) any and all losses,
claims, damages,  liabilities,  deficiencies,  judgments or expenses incurred by
any of them  (except  to the  extent  that  it  results  from  their  own  gross
negligence or willful misconduct) arising out of or by reason of any litigation,
investigations,  claims  or  proceedings  which  arise  out of or are in any way
related to: (i) this Agreement or the transactions  contemplated  thereby;  (ii)
the making of Loans;  (iii) any actual or  proposed  use by the  Borrower of the
proceeds of the Loans;  or (iv) the Agent's or the Lenders'  entering  into this
Agreement,  the other  Loan  Documents  or any other  agreements  and  documents
relating  hereto,  including,  without  limitation,  amounts paid in settlement,
court costs and the reasonable  fees and  disbursements  of counsel  incurred in
connection with any such litigation,  investigation,  claim or proceeding or any
advice rendered in connection with any of the foregoing and (b) any such losses,
claims, damages,  liabilities,  deficiencies,  judgments or expenses incurred in
connection with any remedial or other similar action taken by the Borrower,  the
Agent or any of the Lenders in  connection  with the required  compliance by the
Borrower or any of the Subsidiaries, or any of their respective properties, with
any federal,  state or local Environmental Laws or other material  environmental
rules, regulations,  orders, directions,  ordinances, criteria or guidelines. If
and  to  the  extent  that  the  obligations  of  the  Borrower   hereunder  are
unenforceable  for any reason,  the Borrower  hereby  agrees to make the maximum
contribution  to the  payment  and  satisfaction  of such  obligations  which is
permissible  under  Applicable Law. The Borrower's  obligations  hereunder shall
survive any  termination  of this Agreement and the other Loan Documents and the
payment  in  full  of the  Obligations,  and  are in  addition  to,  and  not in
substitution of, any other of its other  obligations set forth in this Agreement
and the other Loan Documents.

         SECTION 12.6.  Setoff.

         In addition to any rights now or hereafter granted under Applicable Law
and  not by  way of  limitation  of any  such  rights,  each  Lender  is  hereby
authorized by the Borrower, at any time or from time to time upon the occurrence
and during the  continuance  of an Event of Default  but  subject to the Agent's
prior written  consent,  without  notice to the Borrower or to any other Person,
any such notice being hereby expressly waived, to set-off and to appropriate and
to apply any and all deposits  (general or special,  including,  but not limited
to,  indebtedness  evidenced  by  certificates  of deposit,  whether  matured or
unmatured) and any other  indebtedness  at any time held or owing by such Lender
or any  Affiliate  of such  Lender,  to or for the credit or the  account of the
Borrower  against and on account of any of the  Obligations  then due and owing.
The  Borrower  agrees,  to the  fullest  extent it may  effectively  do so under
Applicable  Law, that any holder of a  participation  in a Note,  whether or not
acquired pursuant to the foregoing  arrangements,  may exercise rights of setoff
or counterclaim and other rights with respect to such  participation as fully as
if such holder of a participation  were a direct creditor of the Borrower in the
amount of such participation.


         SECTION 12.7.  Amendments.

         Any consent or approval  required or permitted by this  Agreement or in
any other Loan Document  (other than any agreement  evidencing the fees referred
to in  Section  3.1.(e))  to be  given  by the  Lenders  may be  given,  and the
performance or observance by the Borrower of any terms of any such Loan Document
or the  continuance  of any  Default or Event of Default  may be waived  (either
generally or in a particular instance and either retroactively or prospectively)
with, but only with, the written consent of the Majority Lenders.  Any provision
of this  Agreement  or of any other  Loan  Document  (other  than any  agreement
evidencing the fees referred to in Section  3.1.(e)) may be amended or otherwise
modified  with,  but only with,  the  written  consent of the  Borrower  and the
Majority Lenders. Any provision of any agreement evidencing the fees referred to
in Section  3.1.(e) may be amended or otherwise  modified only in writing by the
Agent and the Borrower, and the performance or observance by the Borrower of any
terms of any such  agreement may be waived only with the written  consent of the
Agent.  Notwithstanding  the foregoing,  none of the following may be amended or
otherwise modified, nor may compliance by the Borrower, as applicable thereunder
or with  respect  thereto  be waived,  without  the  written  consent of all the
Lenders and the Borrower:

         (a)      the principal amount of any Loan (including forgiveness 
of any amount of principal);

         (b)      the  rates of  interest  on the  Loans  and the  amount of any
                  interest  payable on the Loans  (including the  forgiveness of
                  any accrued but unpaid interest);

         (c)      the dates on which any  principal  or interest  payable by the
                  Borrower under any Loan Document is due;

         (d)      the  provisions  of the first  sentence  of  Section  2.1.(a),
                  Section 2.2.(a), Section 2.8.(f), any of Sections 9.1. through
                  9.8. and this Section;

         (e)      the Revolving Credit Termination Date;

         (f)      the Termination Date;

         (g)      the obligations of a Guarantor  under its Guaranty,  including
                  the release of a Guarantor  therefrom  (except as specifically
                  permitted in the last sentence of Section 4.2.);

         (h)      the definition of Commitment, Majority Lenders (or any minimum
                  requirement  necessary for the Lenders or Majority  Lenders to
                  take action hereunder), Pro Rata Share, Commitment and Maximum
                  Loan   Availability  and  Unencumbered  Pool  Value  (and  the
                  definitions used in either such definition and the percentages
                  and rates used in the calculation thereof); and

         (i)      the amount and payment date of any fees.

Further,  no  amendment,  waiver or consent  unless in writing and signed by the
Agent,  in addition to the Lenders  required  hereinabove  to take such  action,
shall  affect the rights or duties of the Agent under this  Agreement  or any of
the other Loan Documents.  Any amendment,  waiver or consent relating to Section
2.3. or the  obligations  of the  Swingline  Lender under this  Agreement or any
other Loan Document  shall, in addition to the Lenders  required  hereinabove to
take such action, require the written consent of the Swingline Lender. No waiver
shall  extend to or affect any  obligation  not  expressly  waived or impair any
right consequent  thereon. No course of dealing or delay or omission on the part
of any Lender or the Agent in  exercising  any right  shall  operate as a waiver
thereof or otherwise  be  prejudicial  thereto.  No notice to or demand upon the
Borrower  shall  entitle the  Borrower  to other or further  notice or demand in
similar or other circumstances.

         SECTION 12.8.  Successors and Assigns.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their  respective  successors and assigns,
except that the Borrower may not assign or otherwise  transfer any of its rights
under this Agreement without the prior written consent of all the Lenders.

         (b) Any  Lender  may at any time  grant  to one or more  banks or other
financial  institutions  (each a "Participant")  participating  interests in its
Commitment or the Obligations owing to such Lender. Except as otherwise provided
in Section 12.6.,  no  Participant  shall have any rights or benefits under this
Agreement or any other Loan Document. In the event of any such grant by a Lender
of  a  participating  interest  to  a  Participant,  such  Lender  shall  remain
responsible for the performance of its obligations  hereunder,  and the Borrower
and the Agent shall  continue to deal  solely and  directly  with such Lender in
connection with such Lender's rights and obligations  under this Agreement.  Any
agreement  pursuant to which any Lender may grant such a participating  interest
shall  provide  that such  Participant  may not grant to any  other  Person  any
participating interest in such Participant's interest and that such Lender shall
retain  the sole right and  responsibility  to enforce  the  obligations  of the
Borrower  hereunder  including,  without  limitation,  the right to approve  any
amendment,  modification or waiver of any provision of this Agreement; provided,
however,  such Lender may agree with the Participant  that it will not,  without
the consent of the Participant,  agree to (i) increase such Lender's Commitment,
(ii) extend the date fixed for the payment of principal on the Loans or portions
thereof  owing to such  Lender,  or (iii)  reduce the rate at which  interest is
payable  thereon.  An  assignment  or other  transfer  which is not permitted by
subsection (c) or (d) below shall be given effect for purposes of this Agreement
only to the extent of a participating  interest  granted in accordance with this
subsection (b).


         (c) Any Lender may with the prior written  consent of the Agent and the
Borrower (which consent,  in each case,  shall not be unreasonably  withheld) at
any time assign to one or more banks or other  financial  institutions  (each an
"Assignee") all or a portion of its rights and obligations  under this Agreement
and the Notes;  provided,  however,  (i) any partial  assignment  shall be in an
amount at least equal to $10,000,000  and after giving effect to such assignment
the assigning  Lender  retains a  Commitment,  or if the  Commitments  have been
terminated, holds Notes having an aggregate outstanding principal balance, of at
least $10,000,000; (ii) after giving effect to any such assignment by the Agent,
the Agent in its  capacity  as a Lender  shall  retain a  Commitment,  or if the
Commitments  have been  terminated,  hold Notes having an aggregate  outstanding
principal balance,  greater than or equal to the Commitment of each other Lender
(other than any Lender whose Commitment has increased as a result of a merger or
combination  with  another  Lender)  and  (iii)  each such  assignment  shall be
effected by means of an Assignment and Acceptance Agreement.  Upon execution and
delivery  of such  instrument  and payment by such  Assignee to such  transferor
Lender of an amount equal to the purchase price agreed  between such  transferor
Lender and such Assignee,  such Assignee shall be deemed to be a Lender party to
this Agreement and shall have all the rights and  obligations of a Lender with a
Commitment as set forth in such  Assignment  and Acceptance  Agreement,  and the
transferor  Lender  shall  be  released  from  its  obligations  hereunder  to a
corresponding  extent,  and no further  consent or action by any party  shall be
required.  Upon the  consummation of any assignment  pursuant to this subsection
(c), the transferor  Lender,  the Agent and the Borrower shall make  appropriate
arrangements  so that new Notes are issued to the Assignee  and such  transferor
Lender, as appropriate.  In connection with any such assignment,  the transferor
Lender  shall  pay to the  Agent  an  administrative  fee  for  processing  such
assignment in the amount of $3,000.

         (d) Any Lender (each, a "Designating Lender") may at any time while the
Borrower has been assigned an Investment Grade Rating from either S&P or Moody's
designate  one  Designated  Lender  to fund Bid Rate  Loans  on  behalf  of such
Designating  Lender  subject  to the  terms  of  this  subsection  (d)  and  the
provisions in the immediately  preceding subsections (b) and (c) shall not apply
to such  designation.  No Lender may designate more than one Designated  Lender.
The parties to each such designation  shall execute and deliver to the Agent for
its acceptance a Designation  Agreement.  Upon such receipt of an  appropriately
completed  Designation Agreement executed by a Designating Lender and a designee
representing  that  it is a  Designated  Lender,  the  Agent  will  accept  such
Designation Agreement and give prompt notice thereof to the Borrower, whereupon,
(i)  the  Borrower  shall  execute  and  deliver  to the  Designating  Lender  a
Designated Lender Note payable to the order of the Designated Lender,  (ii) from
and after  the  effective  date  specified  in the  Designation  Agreement,  the
Designated  Lender shall become a party to this  Agreement  with a right to make
Bid Rate Loans on behalf of its  Designating  Lender  pursuant  to Section  2.2.
after the  Borrower  has  accepted a Bid Rate Loan (or  portion  thereof) of the
Designating  Lender,  and (iii) the  Designated  Lender shall not be required to
make payments with respect to any  obligations in this  Agreement  except to the
extent of excess  cash flow of such  Designated  Lender  which is not  otherwise
required to repay  obligations of such Designated  Lender which are then due and
payable;  provided,  however, that regardless of such designation and assumption
by the Designated  Lender,  the Designating Lender shall be and remain obligated
to the Borrower, the Agent and the Lenders for each and every of the obligations
of the Designating Lender and its related Designated Lender with respect to this
Agreement,  including, without limitation, any indemnification obligations under
Section 11.7. and any sums  otherwise  payable to the Borrower by the Designated
Lender.  Each  Designating  Lender  shall  serve as the Agent of the  Designated
Lender and shall on behalf of, and to the exclusion of, the  Designated  Lender:
(i) receive any and all payments made for the benefit of the  Designated  Lender
and (ii) give and  receive all  communications  and notices and take all actions
hereunder,  including, without limitation,  votes, approvals,  waivers, consents
and amendments under or relating to this Agreement and the other Loan Documents.
Any such notice,  communication,  vote, approval,  waiver,  consent or amendment
shall be signed by the Designating Lender as Agent for the Designated Lender and
shall not be  signed by the  Designated  Lender on its own  behalf  and shall be
binding  on the  Designated  Lender  to the  same  extent  as if  signed  by the
Designated Lender on its own behalf. The Borrower, the Agent and the Lenders may
rely  thereon  without  any  requirement  that  the  Designated  Lender  sign or
acknowledge  the same.  No  Designated  Lender may assign or transfer all or any
portion of its interest  hereunder or under any other Loan Document,  other than
assignments  to  the  Designating   Lender  which  originally   designated  such
Designated  Lender.  The Borrower,  the Lenders and the Agent each hereby agrees
that it will not  institute  against  any  Designated  Lender  or join any other
Person  in   instituting   against  any   Designated   Lender  any   bankruptcy,
reorganization,  arrangement,  insolvency or  liquidation  proceeding  under any
federal or state  bankruptcy or similar law, until the later to occur of (x) one
year and one day after the  payment  in full of the latest  maturing  commercial
paper note issued by such  Designated  Lender and (y) the  Termination  Date. In
connection with any such  designation  the  Designating  Lender shall pay to the
Agent an  administrative  fee for processing  such  designation in the amount of
$2,000.

         (e) In addition to the assignments and  participations  permitted under
the foregoing  provisions of this Section,  any Lender may assign and pledge all
or any  portion  of its  Loans  and its  Notes to any  Federal  Reserve  Bank as
collateral  security pursuant to Regulation A and any Operating  Circular issued
by such  Federal  Reserve  Bank,  and  such  Loans  and  Notes  shall  be  fully
transferable as provided therein. No such assignment shall release the assigning
Lender from its obligations hereunder.

         (f) A Lender may furnish any information concerning the Borrower or any
of its  Subsidiaries  in the  possession  of such  Lender  from  time to time to
Assignees and Participants (including prospective Assignees and Participants).

         (g) Anything in this Section to the contrary notwithstanding, no Lender
may assign or  participate  any interest in any Loan held by it hereunder to the
Borrower or any of their respective affiliates or Subsidiaries.

         SECTION 12.9.  Governing Law.

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




         SECTION 12.10.  Litigation.

         (a) EACH PARTY  HERETO  ACKNOWLEDGES  THAT ANY  DISPUTE OR  CONTROVERSY
BETWEEN OR AMONG THE  BORROWER,  THE AGENT OR ANY OF  LENDERS  WOULD BE BASED ON
DIFFICULT  AND  COMPLEX  ISSUES  OF LAW AND FACT AND THAT A TRIAL BY JURY  COULD
RESULT IN  SIGNIFICANT  DELAY AND EXPENSE.  ACCORDINGLY,  TO THE FULLEST  EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF LENDERS,  THE AGENT AND THE BORROWER HEREBY
WAIVES  TRIAL BY JURY IN ANY ACTION OR  PROCEEDING  OF ANY KIND OR NATURE IN ANY
COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST THE BORROWER
ARISING  OUT OF THIS  AGREEMENT,  THE NOTES OR ANY  OTHER  LOAN  DOCUMENT  OR IN
CONNECTION  WITH THE  COLLATERAL  OR ANY LIEN OR BY REASON OF ANY OTHER CAUSE OR
DISPUTE WHATSOEVER BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OF LENDERS OF
ANY KIND OR NATURE.

         (b) THE BORROWER, THE AGENT AND EACH LENDER EACH HEREBY AGREES THAT THE
FEDERAL DISTRICT COURT OF THE NORTHERN  DISTRICT OF GEORGIA OR, AT THE OPTION OF
THE  AGENT,  ANY STATE  COURT  LOCATED  IN FULTON  COUNTY,  GEORGIA,  SHALL HAVE
NON-EXCLUSIVE  JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
OR AMONG THE  BORROWER,  THE AGENT OR ANY OF  LENDERS,  PERTAINING  DIRECTLY  OR
INDIRECTLY  TO THIS  AGREEMENT,  THE NOTES OR ANY OTHER LOAN  DOCUMENT OR TO ANY
MATTER ARISING HEREFROM OR THEREFROM OR THE COLLATERAL.  THE BORROWER  EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED  IN SUCH COURTS.  THE CHOICE OF FORUM SET FORTH IN THIS SECTION  SHALL
NOT BE DEEMED TO PRECLUDE  THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER
OR THE  ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT  OBTAINED IN SUCH
FORUM IN ANY OTHER APPROPRIATE  JURISDICTION.  FURTHER, THE BORROWER IRREVOCABLY
WAIVES,  TO THE FULLEST EXTENT  PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER  HAVE TO THE LAYING OF THE VENUE OF ANY SUCH  PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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

         SECTION 12.11.  Confidentiality.

         Except as  otherwise  provided by  Applicable  Law,  the Agent and each
Lender  shall  utilize  all  non-public  information  obtained  pursuant  to the
requirements  of this Agreement in accordance  with its customary  procedure for
handling confidential information of this nature and in accordance with safe and
sound  banking  practices  but in any event may make  disclosure:  (a) to any of
their respective  affiliates (provided they shall agree to keep such information
confidential  in accordance  with the terms of this Section);  (b) as reasonably
required  by  any  bona  fide  Assignee,  Participant  or  other  transferee  in
connection with the  contemplated  transfer of any Commitment or  participations
therein  as  permitted  hereunder  (provided  they  shall  agree  to  keep  such
information  confidential in accordance with the terms of this Section);  (c) as
required by any Governmental  Authority or representative thereof or pursuant to
legal  process;  (d) to the Agent's or such  Lender's  independent  auditors and
other professional advisors (provided they shall be notified of the confidential
nature  of the  information);  and  (e)  after  the  happening  and  during  the
continuance of an Event of Default,  to any other Person, in connection with the
exercise  by the Agent or the  Lenders of rights  hereunder  or under any of the
other Loan Documents.

         SECTION 12.12.  Counterparts; Integration.

         This  Agreement  may be signed in any number of  counterparts,  each of
which shall be an original,  with the same effect as if the  signatures  thereto
and hereto were upon the same  instrument.  This  Agreement,  together  with the
other Loan Documents,  constitutes the entire agreement and understanding  among
the  parties   hereto  and   supersedes   any  and  all  prior   agreements  and
understandings, oral or written, relating to the subject matter hereof.

         SECTION 12.13.  Invalid Provisions.

         Any  provision of this  Agreement or any other Loan  Document held by a
court of competent  jurisdiction to be illegal,  invalid or unenforceable  shall
not invalidate the remaining provisions of such Loan Document which shall remain
in full  force and  effect  and the  effect  thereof  shall be  confined  to the
provision held invalid or illegal.


                            [Signatures on Next Page]





         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Credit
Agreement to be duly executed by their respective  authorized officers as of the
day and year first above written.

                               REGENCY CENTERS, L.P.

                    By: Regency Realty Corporation, its sole general partner

                                               By:
                                                    Name:
                                     Title:


                           REGENCY REALTY CORPORATION

                                            By:
                                                 Name:
                                                 Title:


         STATE OF GEORGIA

         COUNTY OF


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

         IN TESTIMONY WHEREOF,  I have hereunto  subscribed my name, and affixed
my official seal, this day of March, 1998.


                                     Notary Public

                                     My Commission Expires:








                               [Signature Page to Credit Agreement dated as of
                                    March 27, 1998 with Regency Centers, L.P.]



          WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as the Agent

                                            By:
                                                 Name:
                                                 Title:

                                          Lending Office (all Types of Loans):

                                       Wells Fargo Bank, National Association
                                            2859 Paces Ferry Road, Suite 1805
                                            Atlanta, Georgia  30339
                                            Attention:  Mary Ann Kelly
                                            Telecopier:  (404) 435-2262
                                            Telephone:  (404) 435-3800

                                            Commitment Amount:

                                            $150,000,000







                               [Signature Page to Credit Agreement dated as of
                                    March 27, 1998 with Regency Centers, L.P.]




                            FIRST UNION NATIONAL BANK


                         By:__________________________________________________
                            Name:__________________________________________
                            Title:__________________________________________

                                            Lending Office (all Types of Loans):

                            First Union National Bank
                             One First Union Center
                      Charlotte, North Carolina 28288-0166
                              Attn: Donna Hemenway
                           Telecopier: (704) 383-7989
                            Telephone: (704) 383-8763


                                            Commitment Amount:

                                            $50,000,000






                            [Signature Page to Credit Agreement dated as of
                                 March 27, 1998 with Regency Centers, L.P.]




                                            WACHOVIA BANK, N.A.


                       By:__________________________________________________
                     Name:__________________________________________
                       Title:__________________________________________

                                           Lending Office (all Types of Loans):

                                            Wachovia Bank, N.A.
                                            Mail Code GA1810
                                         191 Peachtree Street, N.E., 30th Floor
                           Atlanta, Georgia 30303-1757
                          Attention: Betty J. Hightower
                           Telephone No.: 404-332-4204
                           Telecopy No.: 404-332-4066

                                            Commitment Amount:

                                            $50,000,000






                            [Signature Page to Credit Agreement dated as of
                                 March 27, 1998 with Regency Centers, L.P.]



                                            NATIONSBANK, N.A.


                     By:__________________________________________________
                                Name:__________________________________________
                            Title:__________________________________________

                                            Lending Office (all Types of Loans):

                                            NationsBank, N.A.
                                            Structured Debt Group
                                          600 Peachtree Street, 6th Floor south
                                            GA1-006-06-25
                                            Attention:  S. Ellen Porter
                                            Telephone No.:  404-607-4127
                                            Telecopy No.:  404-607-4145

                                            Commitment Amount:

                                            $50,000,000







                                  EXECUTION COPY


                                CREDIT AGREEMENT

                                   dated as of

                               March 27, 1998

                                      among

                             REGENCY CENTERS, L.P.,

                                as the Borrower,

                           REGENCY REALTY CORPORATION,
                                 as the Parent,

              THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES
                   UNDER SECTION 12.8. HEREOF,
                              as the Lenders,


                     FIRST UNION NATIONAL BANK, as Co-Agent,

                         NATIONSBANK, N.A., as Co-Agent,

                        WACHOVIA BANK, N.A., as Co-Agent

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   as the Agent




                                      - v -
CREDIT.DOC
                                TABLE OF CONTENTS


ARTICLE I.  DEFINITIONS...............................................        1

         SECTION 1.1.  Definitions....................................        1
         SECTION 1.2.  General; References to Time....................       20

ARTICLE II.  CREDIT FACILITY..........................................       20

         SECTION 2.1.  Revolving Loans................................       20
         SECTION 2.2.  Bid Rate Loans.................................       21
         SECTION 2.3.  Swingline Loans................................       25
         SECTION 2.4.  Number of Interest Periods.....................       27
         SECTION 2.5.  Continuation...................................       27
         SECTION 2.6.  Conversion...................................       27
         SECTION 2.7.  Interest Rate..................................       28
         SECTION 2.8.  Repayment of Loans............................       28
         SECTION 2.9.  Voluntary Reductions of the Commitments.......       30
         SECTION 2.10.  Extension of Revolving Credit Termination Date...   30
         SECTION 2.11.  Term Loan Conversion.............................   30
         SECTION 2.12.  Notes............................................   31
         SECTION 2.13.  Amount Limitations...............................   31

ARTICLE III.  GENERAL LOAN PROVISIONS................................       31

         SECTION 3.1.  Fees..........................................       31
         SECTION 3.2.  Computation of Interest and Fees.............       32
         SECTION 3.3.  Pro Rata Treatment...........................       32
         SECTION 3.4.  Sharing of Payments, Etc......................       33
         SECTION 3.5.  Defaulting Lenders............................       34
         SECTION 3.6.  Purchase of Defaulting Lender's Pro Rata Share..     34
         SECTION 3.7.  Usury...........................................     35
         SECTION 3.8.  Agreement Regarding Interest and Charges........     35
         SECTION 3.9.  Statements of Account...........................     36
         SECTION 3.10.  Reliance.......................................     36
         SECTION 3.11.  Taxes..........................................     36

ARTICLE IV.  UNENCUMBERED POOL PROPERTIES..............................    37

         SECTION 4.1.  Acceptance of Unencumbered Pool Properties......     37
         SECTION 4.2.  Termination of Designation as Unencumbered Pool 
                                          Property..................       39
         SECTION 4.3.  Additional Requirements of Unencumbered Pool
                                       Properties...................       39

ARTICLE V. YIELD PROTECTION, ETC...................................       40

         SECTION 5.1.  Additional Costs; Capital Adequacy...........       40
         SECTION 5.2.  Suspension of LIBOR Loans....................       41
         SECTION 5.3.  Illegality...................................       41
         SECTION 5.4.  Compensation................................       41
         SECTION 5.5.  Treatment of Affected Loans..................       42
         SECTION 5.6.  Change of Lending Office.....................       43

ARTICLE VI.  CONDITIONS.............................................       43

         SECTION 6.1.  Effectiveness................................       43
         SECTION 6.2.  Conditions to All Loans......................       45
         SECTION 6.3.  Conditions to Conversion to Term Loans.......       45
         SECTION 6.4.  Conditions as Covenants......................       46

ARTICLE VII.  REPRESENTATIONS AND WARRANTIES........................       46

         SECTION 7.1.  Existence and Power.........................       46
         SECTION 7.2.  Ownership Structure.........................       46
         SECTION 7.3.  Authorization of Agreement, Notes, Loan
                                 Documents and Borrowings..........       47
         SECTION 7.4.  Compliance of Agreement, Notes, Loan Documents
 and Borrowing with Laws, etc.......................................       47
         SECTION 7.5.  Compliance with Law; Governmental Approvals.      47
         SECTION 7.6.  Existing Indebtedness.......................       47
         SECTION 7.7.  Title to Properties; Liens..................       48
         SECTION 7.8.  Unencumbered Pool Properties................       48
         SECTION 7.9.  Leases......................................       48
         SECTION 7.10.  Material Contracts.........................       48
         SECTION 7.11.  Margin Stock...............................       48
         SECTION 7.12.  Transactions with Affiliates...............       48
         SECTION 7.13.  Absence of Defaults........................       49
         SECTION 7.14.  Financial Information......................       49
         SECTION 7.15.  Litigation.................................       49
         SECTION 7.16.  ERISA.......................................       50
         SECTION 7.17.  Environmental Matters......................       51
         SECTION 7.18.  Taxes......................................       51
         SECTION 7.19.  Investment Company; Public Utility Holding Company.  51
         SECTION 7.20.  Full Disclosure....................................52
         SECTION 7.21.  Not Plan Assets.....................................52
         SECTION 7.22.  Business.........................................   52
         SECTION 7.23.  Title to Properties; Necessary Agreements, Licenses,
           Permits; Adverse Contracts................................       52


ARTICLE VIII.  COVENANTS...........................................       53
         SECTION 8.1.  Information..................................       53
         SECTION 8.2.  ERISA Reporting...............................       55
         SECTION 8.3.  Payment of Obligations.......................       56
         SECTION 8.4.  Preservation of Existence and Similar Matters.      56
         SECTION 8.5.  Maintenance of Property.......................      56
         SECTION 8.6.  Conduct of Business...........................      56
         SECTION 8.7.  Insurance.....................................    57
         SECTION 8.8.  Modifications to Material Contracts...........     57
         SECTION 8.9.  Environmental Laws............................     57
         SECTION 8.10.  Compliance with Laws and Material Contracts..     58
         SECTION 8.11.  Inspection of Property, Books and Records....      58
         SECTION 8.12.  Indebtedness.................................    58
         SECTION 8.13.  Consolidations, Mergers and Sales of Assets..     58
         SECTION 8.14.  Use of Proceeds..............................     59
         SECTION 8.15. Tenant Concentration..........................     59
         SECTION 8.16. Acquisitions..................................     59
         SECTION 8.17.  Exchange Listing.............................      59
         SECTION 8.18.  REIT Status..................................    59
         SECTION 8.19.  Negative Pledge; Restriction on Distribution Rights. 60
         SECTION 8.20.  Agreements with Affiliates..................       60
         SECTION 8.21.  ERISA Exemptions............................       60
         SECTION 8.22.  Compliance with and Amendment of Charter or Bylaws.60
         SECTION 8.23.  Distributions......................................60
         SECTION 8.24.  New Subsidiaries.............................       61
         SECTION 8.25.  Acquisitions or Developments of Properties...       62
         SECTION 8.26.  Transfer of Properties to Borrower..........       62
         SECTION 8.27.  Payment of accrued and unpaid interest and 
fees under Parent Credit Agreement..................................       62

Article IX.  Financial Covenants....................................       62
         SECTION 9.1.  Minimum Net Worth............................       62
         SECTION 9.2.  Ratio of Total Liabilities to Gross Asset Value.    62
         SECTION 9.3.  Ratio of Secured Indebtedness to Gross Asset Value.  63
         SECTION 9.4.  Ratio of EBITDA to Interest Expense.............    63
         SECTION 9.5.  Ratio of EBITDA to Debt Service and Reserve for 
                                          Replacements..............       63
         SECTION 9.6.  Unsecured Interest Expense Coverage..........       63
         SECTION 9.7.  Permitted Investments........................       63
         SECTION 9.8.  Floating Rate Debt...........................       64

ARTICLE X.  DEFAULTS................................................       64
         SECTION 10.1.  Events of Default.................................  64
         SECTION 10.2.  Remedies..........................................  67
         SECTION 10.3.  Allocation of Proceeds............................  68
         SECTION 10.4.  Rights Cumulative.................................  68
         SECTION 10.5.  Recision of Acceleration by Majority Lenders......  69

ARTICLE XI.  THE AGENT....................................................  69
         SECTION 11.1.  Appointment and Authorization.....................  69
         SECTION 11.2.  The Agent and Affiliates..........................  70
         SECTION 11.3.  Collateral Matters................................  70
         SECTION 11.4.  Approvals of the Lenders..........................  70
         SECTION 11.5.  Consultation with Experts.........................  71
         SECTION 11.6.  Liability of the Agent............................  71
         SECTION 11.7.  Indemnification of the Agent......................  71
         SECTION 11.8.  Credit Decision...................................  72
         SECTION 11.9.  Successor Agent...................................  72
         SECTION 11.10.  Approvals and Other Actions by Majority Lenders..  73

ARTICLE XII.  MISCELLANEOUS...............................................  73
         SECTION 12.1.  Notices...........................................  73
         SECTION 12.2.  No Waivers........................................  74
         SECTION 12.3.  Expenses..........................................  74
         SECTION 12.4.  Stamp, Intangible and Recording Taxes.............  75
         SECTION 12.5.  Indemnification...................................  75
         SECTION 12.6.  Setoff............................................  76
         SECTION 12.7.  Amendments........................................  76
         SECTION 12.8.  Successors and Assigns............................  78
         SECTION 12.9.  Governing Law.....................................  80
         SECTION 12.10.  Litigation.......................................  80
         SECTION 12.11.  Confidentiality..................................  81
         SECTION 12.12.  Counterparts; Integration........................  81
         SECTION 12.13.  Invalid Provisions..............................   82




Exhibit A                Form of Assignment and Acceptance Agreement
Exhibit B                Form of Designation Agreement
Exhibit C                Form of Revolving Note
Exhibit D                Form of Bid Rate Note
Exhibit E                Form of Swingline Note
Exhibit F                Form of Notice of Borrowing
Exhibit G                Form of Notice of Continuation
Exhibit H                Form of Notice of Conversion
Exhibit I                Form of Bid Rate Quote Request
Exhibit J                Form of Bid Rate Quote
Exhibit K                Form of Bid Rate Quote Acceptance
Exhibit L                Form of Notice of Swingline Borrowing
Exhibit M                Form of Extension Request
Exhibit N                Form of Opinion of Borrower's Counsel
Exhibit O                Form of Guaranty
Exhibit P                Form of Unencumbered Pool Certificate
Exhibit Q                Form of Compliance Certificate

Schedule 4.1.            Unencumbered Pool Properties
Schedule 7.2.            Ownership Structure
Schedule 7.6.            Existing Indebtedness
Schedule 7.10.           Material Contracts
Schedule 7.12.           Transactions with Affiliates
Schedule 7.15.           Litigation
Schedule 7.16.           ERISA


(..continued)


                                                        A-1
AD980360.270
                                                     EXHIBIT A

                                    FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


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

         WHEREAS,  the Assignor is a Lender under that certain Credit  Agreement
dated as of March 27, 1998 (as  amended,  restated,  supplemented  or  otherwise
modified from time to time, the "Credit Agreement"),  by and among the Borrower,
the Parent,  the financial  institutions party thereto and their assignees under
Section 12.8 thereof, and the Agent;

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

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

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

         Section 1.  Assignment.

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

         (b) The assignment by the Assignor to the Assignee hereunder is without
recourse to the  Assignor.  The Assignee  makes and  confirms to the Agent,  the
Assignor,  and the other  Lenders  all of the  representations,  warranties  and
covenants  of a  Lender  under  Article  IX of  the  Credit  Agreement.  Not  in
limitation of the foregoing,  the Assignee  acknowledges and agrees that, except
as set forth in Section 4 below,  the Assignor is making no  representations  or
warranties  with respect to, and the Assignee hereby releases and discharges the
Assignor  for any  responsibility  or  liability  for: (i) the present or future
solvency or  financial  condition  of the  Borrower,  (ii) any  representations,
warranties,  statements  or  information  made or  furnished  by the Borrower in
connection with the Credit Agreement or otherwise, (iii) the validity, efficacy,
sufficiency, or enforceability of the Credit Agreement, any Loan Document or any
other  document  or  instrument  executed  in  connection   therewith,   or  the
collectibility  of the Assigned  Obligations,  (iv) the perfection,  priority or
validity of any Lien with  respect to any  collateral  at any time  securing the
Obligations or the Assigned  Obligations under the Notes or the Credit Agreement
and (v) the  performance or failure to perform by the Borrower of any obligation
under the Credit Agreement or any document or instrument  executed in connection
therewith.  Further,  the Assignee  acknowledges that it has,  independently and
without reliance upon the Agent, or on any affiliate or subsidiary  thereof,  or
any other Lender and based on the financial  statements supplied by the Borrower
and such other documents and information as it has deemed appropriate,  made its
own credit analysis and decision to become a Lender under the Credit  Agreement.
The Assignee also acknowledges that it will,  independently and without reliance
upon the Agent or any other Lender and based on such  documents and  information
as it shall  deem  appropriate  at the  time,  continue  to make its own  credit
decisions in taking or not taking action under the Credit  Agreement or any Note
or  pursuant  to  any  other  obligation.  The  Agent  shall  have  no  duty  or
responsibility,  either  initially  or on a  continuing  basis,  to provide  the
Assignee with any credit or other information with respect to the Borrower or to
notify the  undersigned of any Event of Default except as expressly  provided in
the Credit  Agreement.  The Assignee has not relied on the Agent as to any legal
or factual matter in connection therewith or in connection with the transactions
contemplated thereunder.


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

         Section 3.  Payments by Assignor.  [Intentionally omitted.]

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

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

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

         Section 7. Agreements of the Borrower.  The Borrower hereby agrees that
the Assignee  shall be a Lender under the Credit  Agreement  having a Commitment
equal to the Assigned  Commitment.  The Borrower  agrees that the Assignee shall
have all of the rights and remedies of a Lender under the Credit  Agreement  and
the other Loan  Documents as if the Assignee  were an original  Lender under and
signatory to the Credit Agreement, including, but not limited to, the right of a
Lender to  receive  payments  of  principal  and  interest  with  respect to the
Assigned  Obligations,  if any, and to the  Revolving  Loans made by the Lenders
after the date hereof and to receive the  commitment  and other fees  payable to
the Lenders as provided in the Credit Agreement.  Further, the Assignee shall be
entitled to the  indemnification  provisions  from the  Borrower in favor of the
Lenders as provided in the Credit  Agreement and the other Loan  Documents.  The
Borrower further agrees,  upon the execution and delivery of this Agreement,  to
execute in favor of the Assignee a Revolving  Note in an initial amount equal to
the Assigned  Commitment  [and a Bid Rate Note].  Further,  the Borrower  agrees
that, upon the execution and delivery of this Agreement,  the Borrower shall owe
the Assigned  Obligations  to the  Assignee as if the  Assignee  were the Lender
originally making such Loans and entering into such other obligations.

     Section 8. Addresses. The Assignee specifies as its address for notices and
its Lending Office for all Loans, the offices set forth below:


         Notice Address:



                                            Telephone No.:
                                            Telecopy No.:

         Domestic Lending Office:



                                            Telephone No.:
                                            Telecopy No.:

         LIBOR Lending Office:



                                            Telephone No.:
                                            Telecopy No.:

         Section  9.  Payment  Instructions.  All  payments  to be  made  to the
Assignee  under this  Agreement by the Assignor,  and all payments to be made to
the Assignee under the Credit Agreement, shall be made as provided in the Credit
Agreement in accordance with the following instructions:

         Section  10.  Effectiveness  of  Assignment.  This  Agreement,  and the
assignment and assumption  contemplated herein, shall not be effective until (a)
this Agreement is executed and delivered by each of the Assignor,  the Assignee,
the  Borrower  and the Agent and (b) the payment to the  Assignor of the amounts
owing by the  Assignee  pursuant  to Section 2 hereof and (c) the payment to the
Agent of the amounts  owing by the Assignor  pursuant to Section 3 hereof.  Upon
recording and  acknowledgment of this Agreement by the Agent, from and after the
Assignment  Date, (i) the Assignee shall be a party to the Credit Agreement and,
to the extent provided in this  Agreement,  have the rights and obligations of a
Lender  thereunder and (ii) the Assignor  shall,  to the extent provided in this
Agreement,  relinquish its rights and be released from its obligations under the
Credit Agreement;  provided,  however,  that if the Assignor does not assign its
entire interest under the Loan  Documents,  it shall remain a Lender entitled to
all of the  benefits  and  subject  to all of the  obligations  thereunder  with
respect to its Commitment.

     Section  11.  Governing  Law.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

     Section 12.  Counterparts.  This Agreement may be executed in any number of
counterparts  each of which,  when taken together,  shall constitute one and the
same agreement.

     Section  13.  Headings.  Section  headings  have been  inserted  herein for
convenience only and shall not be construed to be a part hereof.

     Section  14.  Amendments;  Waivers.  This  Agreement  may  not be  amended,
changed, waived or modified except by a writing executed by the Assignee and the
Assignor.

         Section  15.  Entire  Agreement.  This  Agreement  embodies  the entire
agreement  between the  Assignor  and the  Assignee  with respect to the subject
matter hereof and supersedes  all other prior  arrangements  and  understandings
relating to the subject matter hereof.

     Section 16. Binding Effect.  This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
permitted assigns.

     Section 17. Definitions. Terms not otherwise defined herein are used herein
with the respective meanings given them in the Credit Agreement.




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

                                            ASSIGNOR:

                                            [NAME OF ASSIGNOR]

                                            By:
                                                 Title:


                                            ASSIGNEE:

                                            [NAME OF ASSIGNEE]

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

BORROWER:

REGENCY CENTERS, L.P.

By: Regency Realty Corporation, its sole general partner

   By:
        Title:

PARENT:

REGENCY REALTY CORPORATION

By:
     Title:





Accepted as of the date first written above.

AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent

By:
      Title:



                                                        B-3
AD980360.270
                                                     EXHIBIT B
                                           FORM OF DESIGNATION AGREEMENT

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

         WHEREAS,  the Designating  Lender is a Lender under that certain Credit
Agreement  dated as of March 27, 1998 (as  amended,  restated,  supplemented  or
otherwise  modified  from time to time,  the "Credit  Agreement"),  by and among
Regency Centers, L.P., a Delaware limited partnership (the "Borrower"),  Regency
Retail Corporation, the financial institutions party thereto and their assignees
under  Section  12.8  thereof  (the  "Lenders"),   Wells  Fargo  Bank,  National
Association, as Agent;

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

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

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

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

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

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

         Section 4.  Representations  and  Covenants of Designated  Lender.  The
Designated Lender makes and confirms to the Agent, the Designating  Lender,  and
the other  Lenders all of the  representations,  warranties  and  covenants of a
Lender under  Article XII. of the Credit  Agreement.  Not in  limitation  of the
foregoing,  the  Designated  Lender (a)  represents  and warrants that it (i) is
legally  authorized  to  enter  into  this  Agreement;  (ii)  is an  "accredited
investor" (as such term is used in Regulation D of the Securities Act) and (iii)
meets the requirements of a "Designated  Lender"  contained in the definition of
such term contained in the Credit Agreement; (b) confirms that it has received a
copy of the Credit Agreement,  together with copies of the most recent financial
statements  delivered  pursuant thereto and such other documents and information
(including  without  limitation the Loan Documents) as it has deemed appropriate
to make its own credit analysis and decision to enter into this  Agreement;  (c)
confirms that it has,  independently  and without reliance upon the Agent, or on
any  affiliate  thereof,  or any  other  Lender  and  based  on  such  financial
statements  and such  other  documents  and  information,  made  its own  credit
analysis and decision to become a Designated  Lender under the Credit Agreement;



(d)  appoints  and  authorizes  the  Agent to take such  action  as  contractual
representative  on its  behalf  and to  exercise  such  powers  under  the  Loan
Documents as are delegated to the Agent by the terms thereof  together with such
powers as are reasonably  incidental thereto; and (e) agrees that it will become
a party to and shall be bound by the Credit Agreement,  the other Loan Documents
to which the other Lenders are a party on the Effective  Date (as defined below)
and will  perform  in  accordance  therewith  all of the  obligations  which are
required to be performed by it as a Designated  Lender.  The  Designated  Lender
also  acknowledges  that it will,  independently  and without  reliance upon the
Agent or any other  Lender and based on such  documents  and  information  as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking  action under the Credit  Agreement or any Note or pursuant
to any other  obligation.  The Designated  Lender  acknowledges  and agrees that
except as expressly required under the Credit Agreement, the Agent shall have no
duty or responsibility whatsoever, either initially or on a continuing basis, to
provide the Designated  Lender with any credit or other information with respect
to the  Borrower or any other Loan Party or to notify the  Designated  Lender of
any Default or Event of Default.

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

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

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

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

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

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

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

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

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

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

                                          [Signatures on Following Page]





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

                                            EFFECTIVE DATE:


                                            DESIGNATING LENDER:

                                            [NAME OF DESIGNATING LENDER]


                                            By:
                                                 Name:
                                                 Title:


                                            DESIGNATED LENDER:

                                            [NAME OF DESIGNATED LENDER]


                                            By:
                                                 Name:
                                                 Title:

Accepted as of the date first written above.

AGENT:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent


By:
     Name:
     Title:





                                                        C-1
AD980360.270
                                                     EXHIBIT C

                                              FORM OF REVOLVING NOTE

$______________                                           _________, 199_

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

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

         This Revolving Note is one of the "Revolving Notes" referred to in that
certain  Credit  Agreement  dated as of March 27,  1998 (as  amended,  restated,
supplemented or otherwise  modified from time to time, the "Credit  Agreement"),
by  and  among  the  Borrower,   Regency  Realty   Corporation,   the  financial
institutions  party thereto and their  assignees under Section 12.8 thereof (the
"Lenders"),  and the Agent,  and is subject to, and entitled to, all  provisions
and benefits thereof. Capitalized terms used herein and not defined herein shall
have the respective  meanings given to such terms in the Credit  Agreement.  The
Credit Agreement,  among other things,  (a) provides for the making of Revolving
Loans by the Lender to the Borrower from time to time in an aggregate amount not
to exceed at any time outstanding the Dollar amount first above  mentioned,  (b)
permits the prepayment of the Loans by the Borrower subject to certain terms and
conditions and (c) provides for the acceleration of the Revolving Loans and Term
Loans upon the occurrence of certain specified events.

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

         Time is of the essence for this Note.





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

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

                                            REGENCY CENTERS, L.P.

                       By: Regency Realty Corporation, its sole general partner

                                               By:
                                                    Name:
                                                    Title:

                                            ATTEST:

                                            By:
                                                 Name:
                                                 Title:


                                                     [CORPORATE SEAL]



                                                        D-1
AD980360.270
                                                     EXHIBIT D

                                               FORM OF BID RATE NOTE

                                                         ____________, 19__

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

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

         This  Note is one of the  Bid  Rate  Notes  referred  to in the  Credit
Agreement  dated as of March 27, 1998 (as  amended,  restated,  supplemented  or
otherwise  modified from time to time in accordance with its terms,  the "Credit
Agreement")  among the  Borrower,  Regency  Realty  Corporation,  the  financial
institutions  initially party thereto and their assignees under Section 12.8.(d)
thereof, Wells Fargo Bank, National Association, as Agent and evidences Bid Rate
Loans made by the Lender  thereunder.  Terms used but not  otherwise  defined in
this Note have the respective meanings assigned to them in the Credit Agreement.

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

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

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

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

         Time is of the essence for this Note.

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

                                            REGENCY CENTERS, L.P.

                       By: Regency Realty Corporation, its sole general partner

                                               By:
                                                    Name:
                                                    Title:

                                            ATTEST:

                                            By:
                                                 Name:
                                                 Title:

                                                     [SEAL]





                                            SCHEDULE OF BID RATE LOANS


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

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




                                                        E-1
AD980360.270
                                                     EXHIBIT E

                                              FORM OF SWINGLINE NOTE


$20,000,000                                                     March 27, 1998

         FOR  VALUE  RECEIVED,  the  undersigned,  REGENCY  CENTERS,  L.P.  (the
"Borrower"),  hereby promises to pay to the order of WELLS FARGO BANK,  NATIONAL
ASSOCIATION  (the "Swingline  Lender") to its address at 111 Sutter Street,  8th
Floor,  San  Francisco,  California  94104,  or at such other  address as may be
specified by the Swingline  Lender to the Borrower,  the principal sum of TWENTY
MILLION AND NO/100 DOLLARS  ($20,000,000)  (or such lesser amount as shall equal
the aggregate  unpaid  principal amount of Swingline Loans made by the Swingline
Lender to the  Borrower  under the  Credit  Agreement),  on the dates and in the
principal amounts provided in the Credit  Agreement,  and to pay interest on the
unpaid principal amount owing hereunder,  at the rates and on the dates provided
in the Credit Agreement.

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

         This Note is the  Swingline  Note  referred to in the Credit  Agreement
dated as of March 27, 1998 (as  amended,  restated,  supplemented  or  otherwise
modified from time to time in accordance with its terms, the "Credit Agreement")
among the Borrower,  Regency  Realty  Corporation,  the  financial  institutions
initially  party thereto and their  assignees  under  Section 12.8 thereof,  and
Wells Fargo Bank, National Association,  as Agent, and evidences Swingline Loans
made  thereunder.  Terms  used but not  otherwise  defined in this Note have the
respective meanings assigned to them in the Credit Agreement.

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

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

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

         Time is of the essence for this Note.

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

                                            REGENCY CENTERS,  L.P.

                      By: Regency Realty Corporation, its sole general partner

                                               By:
                                                    Name:
                                                    Title:


                                            ATTEST:


                                            By:
                                                 Name:
                                                 Title:

                                                     [SEAL]





                                            SCHEDULE OF SWINGLINE LOANS

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

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





                                                        F-1
AD980360.270
                                                     EXHIBIT F

                                            FORM OF NOTICE OF BORROWING

                                                ____________, 199__

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

Ladies and Gentlemen:

         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998, as amended (the "Credit  Agreement"),  by and among  Regency  Centers,
L.P. (the "Borrower"),  Regency Realty Corporation,  the financial  institutions
party thereto and their  assignees  under Section 12.8 thereof,  and Wells Fargo
Bank,  National  Association,  as Agent (the  "Agent").  Capitalized  terms used
herein, and not otherwise defined herein,  have their respective  meanings given
them in the Credit Agreement.

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

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

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

                  [Check one box only]

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

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

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

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

                                            REGENCY CENTERS, L.P.

                       By: Regency Realty Corporation, its sole general partner
                                               By:
                                                    Name:
                                                    Title:




                                                        G-1
AD980360.270
                                                     EXHIBIT G

                                          FORM OF NOTICE OF CONTINUATION

                                                ____________, 199__

Wells Fargo Bank, National Association

2859 Paces Ferry Road, Suite 1805
Atlanta, Georgia 30339
Attention: Mary Ann Kelly

Ladies and Gentlemen:

         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998, as amended (the "Credit  Agreement"),  by and among  Regency  Centers,
L.P. (the "Borrower"),  Regency Realty Corporation,  the financial  institutions
party thereto and their  assignees  under Section 12.8 thereof,  and Wells Fargo
Bank,  National  Association,  as Agent (the  "Agent").  Capitalized  terms used
herein, and not otherwise defined herein,  have their respective  meanings given
them in the Credit Agreement.

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

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

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

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

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

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

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

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

                                            REGENCY CENTERS, L.P.

                  By: Regency Realty Corporation, its sole general partner
                                               By:
                                                    Name:
                                                    Title:



                                                        H-1
AD980360.270
                                                     EXHIBIT H

                                           FORM OF NOTICE OF CONVERSION

                                                ____________, 199__

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

Ladies and Gentlemen:

         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998, as amended (the "Credit  Agreement"),  by and among  Regency  Centers,
L.P. (the "Borrower"),  Regency Realty Corporation,  the financial  institutions
party thereto and their  assignees  under Section 12.8 thereof,  and Wells Fargo
Bank,  National  Association,  as Agent (the  "Agent").  Capitalized  terms used
herein, and not otherwise defined herein,  have their respective  meanings given
them in the Credit Agreement.

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

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

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

                  [Check one box only]    _    Base Rate Loan
                                          _    LIBOR Loan

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

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

                  [Check one box only]

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

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

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

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

                                            REGENCY CENTERS, L.P.

                     By: Regency Realty Corporation, its sole general partner
                                               By:
                                                    Name:
                                                    Title:



                                                        I-1
AD980360.270
                                                     EXHIBIT I

                                          FORM OF BID RATE QUOTE REQUEST

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

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

Ladies and Gentlemen:

         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998, as amended (the "Credit  Agreement"),  by and among  Regency  Centers,
L.P. (the "Borrower"),  Regency Realty Corporation,  the financial  institutions
party thereto and their  assignees  under Section 12.8 thereof,  and Wells Fargo
Bank,  National  Association,  as Agent (the  "Agent").  Capitalized  terms used
herein, and not otherwise defined herein,  have their respective  meanings given
them in the Credit Agreement.

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

 Borrowing Date             Amount1             Type1          Interest Period2

 ______________, ______    $____________     ____________        ______ days



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

                           S&P              _______
                           Moody's  _______

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

         4.       After  giving  effect  to the  Bid  Rate  Borrowing  requested
                  herein,  the total amount of Bid Rate Loans  outstanding shall
                  be $______________,  which amount is [less than][equal to] 50%
                  of the aggregate amount of the Commitments in effect as of the
                  date hereof.

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

                                            REGENCY CENTERS, L.P.

                      By: Regency Realty Corporation, its sole general partner

                                               By:
                                                    Name:
                                                    Title:



                                                        J-1
AD980360.270
                                                     EXHIBIT J

                                              FORM OF BID RATE QUOTE

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

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

Ladies and Gentlemen:

         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998, as amended (the "Credit  Agreement"),  by and among  Regency  Centers,
L.P. (the "Borrower"),  Regency Realty Corporation,  the financial  institutions
party thereto and their  assignees  under Section 12.8 thereof,  and Wells Fargo
Bank,  National  Association,  as Agent (the  "Agent").  Capitalized  terms used
herein, and not otherwise defined herein,  have their respective  meanings given
them in the Credit Agreement.

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

             1.   Quoting Lender:____________________________

          2.   Person to contact at quoting Lender:____________________________

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

 Borrowing Date       Amount2       Type3       Interest Period4   Bid Rate

__________, 19___   $_____________  __________        ______days        ______%

__________, 19___   $_____________  __________        ______days        ______%

__________, 19___   $_____________  __________        ______days        ______%


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





                                            By:
                                                 Name:
                                                 Title:




                                                        K-1
AD980360.270
                                                     EXHIBIT K

                                         FORM OF BID RATE QUOTE ACCEPTANCE

                                             __________________, 19__

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

Ladies and Gentlemen:

         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998, as amended (the "Credit  Agreement"),  by and among  Regency  Centers,
L.P. (the "Borrower"),  Regency Realty Corporation,  the financial  institutions
party thereto and their  assignees  under Section 12.8 thereof,  and Wells Fargo
Bank,  National  Association,  as Agent (the  "Agent").  Capitalized  terms used
herein, and not otherwise defined herein,  have their respective  meanings given
them in the Credit Agreement.

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

            Quote Date        Quoting Lender           Type     Amount Accepted

____________, 19____          _______________      __________    $___________

____________, 19____          _______________      __________    $___________

____________, 19____         _______________      __________    $___________

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

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

                                            REGENCY CENTERS, L.P.

                       By: Regency Realty Corporation, its sole general partner
                                              By:
                                                    Name:
                                                    Title:

                                                        L-1

                                                     EXHIBIT L

                                       FORM OF NOTICE OF SWINGLINE BORROWING

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

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

Ladies and Gentlemen:

         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998, as amended (the "Credit  Agreement"),  by and among  Regency  Centers,
L.P. (the "Borrower"),  Regency Realty Corporation,  the financial  institutions
party thereto and their  assignees  under Section 12.8 thereof,  and Wells Fargo
Bank,  National  Association,  as Agent (the  "Agent").  Capitalized  terms used
herein, and not otherwise defined herein,  have their respective  meanings given
them in the Credit Agreement.

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

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

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

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

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

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

                                            REGENCY CENTERS, L.P.

                      By: Regency Realty Corporation, its sole general partner

                                               By:
                                                    Name:
                                                    Title:




                                                        M-1
AD980360.270
                                                     EXHIBIT M

                                             FORM OF EXTENSION REQUEST

                                                ____________, 199__

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

Ladies and Gentlemen:

         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998, as amended (the "Credit  Agreement"),  by and among  Regency  Centers,
L.P. (the "Borrower"),  Regency Realty Corporation,  the financial  institutions
party thereto and their  assignees  under Section 12.8 thereof,  and Wells Fargo
Bank,  National  Association,  as Agent (the  "Agent").  Capitalized  terms used
herein, and not otherwise defined herein,  have their respective  meanings given
them in the Credit Agreement.

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

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

                                            REGENCY CENTERS, L.P.

                      By: Regency Realty Corporation, its sole general partner
                                               By:
                                                    Name:
                                                    Title:




                                                        O-1
AD980360.270
                                                     EXHIBIT O
                                                 FORM OF GUARANTY

         THIS GUARANTY dated as of March 27, 1998 executed and delivered by each
of the undersigned and the other Persons from time to time party hereto pursuant
to the execution  and delivery of an Accession  Agreement in the form of Annex I
hereto  (all  of the  undersigned,  together  with  such  other  Persons  each a
"Guarantor"  and  collectively,  the  "Guarantors")  in favor of (a) WELLS FARGO
BANK,  NATIONAL  ASSOCIATION,  in its  capacity as Agent (the  "Agent")  for the
Lenders  under that certain  Credit  Agreement  dated as of March 27, 1998 among
Regency  Centers,  L.P.  (the  "Borrower"),   Regency  Realty  Corporation  (the
"Parent"),  the financial  institutions  party thereto and their assignees under
Section 12.8 thereof (the  "Lenders") and the Agent (as the same may be amended,
restated,  supplemented  or otherwise  modified  from time to time in accordance
with its terms,  the "Credit  Agreement")  and (b) the Lenders and the Swingline
Lender.

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

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

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

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

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

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

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


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

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

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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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


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

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

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

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

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

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


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

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

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

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

         Section  22.  JOINT AND SEVERAL  OBLIGATIONS.  THE  OBLIGATIONS  OF THE
GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR
CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE  "GUARANTIED  OBLIGATIONS"
AND ALL OF THE  OBLIGATIONS  AND  LIABILITIES  OF EACH OF THE  OTHER  GUARANTORS
HEREUNDER.

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

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

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


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

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

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

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

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

                                             [Signatures on Next Page]





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

                                              REGENCY REALTY CORPORATION
                                          REGENCY RETAIL CENTERS OF OHIO, INC.
                                                     RRC ACQUISITIONS, INC.
                                                     RRC ACQUISITIONS TWO, INC.
                                                     RRC FL FIVE, INC.
                                                     RRC FL SEVEN, INC.


                                                     By:
                                                              Name:
                                                              Title:

                                                     HYDE PARK PARTNERS, L.P.

                                     By: Regency Retail Centers of Ohio, Inc.,
                                                        its general partner


                                                       By:
                                                              Name:
                                                              Title:


                                           REGENCY OFFICE PARTNERSHIP, L.P.
                                By: Regency Centers, L.P., its general partner

                                                       By:
                                                              Name:
                                                              Title:





                                                     ROSWELL VILLAGE, L.P.

                                 By: Regency Centers, L.P., its general partner

                                                       By:
                                                              Name:
                                                              Title:

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



                                                      ANNEX I

                                            FORM OF ACCESSION AGREEMENT

         THIS ACCESSION  AGREEMENT dated as of ____________,  ____, executed and
delivered by  ______________________,  a _____________  (the "New Guarantor") in
favor of (a) WELLS FARGO BANK,  NATIONAL  ASSOCIATION,  in its capacity as Agent
(the "Agent") for the Lenders under that certain  Credit  Agreement  dated as of
March 27, 1998 (as the same may be amended, restated,  supplemented or otherwise
modified  from  time  to  time  in  accordance  with  its  terms,   the  "Credit
Agreement"),  by and among Regency Centers, L.P., a Delaware limited partnership
(the  "Borrower"),  Regency  Realty  Corporation,  a  Florida  corporation  (the
"Parent"),   the  financial  institutions  initially  party  thereto  and  their
assignees  under Section 12.8 thereof (the  "Lenders") and the Agent and (b) the
Lenders and the Swingline Lender.

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

         WHEREAS,  the Borrower owns,  directly or  indirectly,  _______% of the
issued and  outstanding  capital stock of, or other equity  interest in, the New
Guarantor;

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

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

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

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

         Section 1. Accession to Guaranty.  The New Guarantor hereby agrees that
it is a "Guarantor"  under that certain Guaranty dated as of March 27, 1998 (the
"Guaranty"),  made by each Subsidiary a party thereto in favor of the Agent, the
Lenders and the Swingline  Lender and assumes all  obligations  of a "Guarantor"
thereunder,  all as if the New Guarantor  had been an original  signatory to the
Guaranty.  Without  limiting the generality of the foregoing,  the New Guarantor
hereby:

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

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

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

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

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

                                             [Signatures on Next Page]





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

                                            [NEW GURANTOR]


                    By:..............................................
                          Name:.......................................
                               Title:......................................

                                     ATTEST:


                          By:..............................................
                          Name:.......................................
                              Title:......................................

                                                     (CORPORATE SEAL)

                                            Address for Notices:

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


Accepted:

WELLS FARGO BANK, NATIONAL
   ASSOCIATION,  as Agent


By:
     Name:
     Title:





                                                        P-1
AD980360.270
                                                     EXHIBIT P

                                       FORM OF UNENCUMBERED POOL CERTIFICATE


         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998 (as amended,  supplemented  or restated from time to time,  the "Credit
Agreement")  among  Regency  Centers,  L.P.,  Regency  Realty  Corporation,  the
financial  institutions  party  thereto and their  assignees  under Section 12.8
thereof (the  "Lenders") and Wells Fargo Bank,  National  Association,  as Agent
(the "Agent").  Capitalized terms used herein, and not otherwise defined herein,
have their respective meanings given to them in the Credit Agreement.

         Pursuant to Section 4.1(a)(x) of the Credit Agreement,  the undersigned
hereby  certifies to the Lenders and the Agent that  Schedule 1 attached  hereto
accurately  and  completely  sets  forth,  as of the  date  hereof:  (i) the Net
Operating Income of each  Unencumbered Pool Property for the fiscal quarter most
recently  ended,  (ii)  the  Unencumbered   Pool  Value,   (iii)  all  Unsecured
Liabilities  (other  than the  Loans) of the Parent  and its  Subsidiaries  on a
consolidated  basis,  (iv) the aggregate  amount of the  Commitments and (v) the
Maximum Loan Availability.

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

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


                       .................................................
                       Name:  ..........................................
                       Title:  Chief Financial Officer



                                                        Q-1
AD980360.270
                                                     EXHIBIT Q

                                          FORM OF COMPLIANCE CERTIFICATE


         Reference is made to that certain  Credit  Agreement  dated as of March
27, 1998 (as amended,  supplemented  or restated from time to time,  the "Credit
Agreement")  among  Regency  Centers,  L.P.  (the  "Borrower"),  Regency  Realty
Corporation,  the financial institutions party thereto and their assignees under
Section 12.8 thereof (the "Lenders") and Wells Fargo Bank, National Association,
as Agent (the "Agent"). Capitalized terms used herein, and not otherwise defined
herein, have their respective meanings given to them in the Credit Agreement.

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

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

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

         3. The aggregate  outstanding  principal  amount of the Loans as of the
date  hereof  is equal to or less than the  Maximum  Loan  Availability  and the
aggregate  outstanding  principal  amount  of the Bid Rate  Loans as of the date
hereof is equal to or less than 50% of the aggregate amount of the Commitments.

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

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


                       .................................................
                  Name:  ..........................................
                         Title:  Chief Financial Officer

  1        Minimum amount of $__________ or larger multiple of $__________.
1   Insert either Absolute Rate (for Absolute Rate Loan) or LIBOR Margin
 (for LIBOR Margin Loan).
 2        Must be 30, 60 or 90 days..
 2        Minimum amount of $_____________ or larger multiple of $____________.
3        Insert either Absolute Rate (for Absolute Rate Loan) or LIBOR Margin 
(for LIBOR Margin Loan).
 4        Must be 30, 60 or 90 days..

 
                                               
5 THIS SCHEDULE CONTAINS INFORMATION EXTRACTED FROM REGENCY REALTY CORPORATION'S QUARTERLY REPORT FOR THE PERIOD ENDED 03/31/98 0000910606 REGENCY REALTY CORPORATION 1 3-MOS DEC-31-1998 MAR-31-1998 16,707,167 0 11,146,199 1,357,948 0 0 991,806,696 40,833,487 985,982,538 0 0 0 0 248,644 539,978,446 985,982,538 0 30,684,317 0 6,905,153 5,456,304 0 5,214,799 19,556,103 0 19,556,103 0 0 0 19,556,103 .74 .69
 
                                               
5 THIS SCHEDULE CONTAINS RESTATED EPS INFORMATION EXTRACTED FROM REGENCY REALTY CORPORATION'S QUARTERLY REPORT FOR THE PERIOD ENDED 03/31/97 0000910606 REGENCY REALTY CORPORATION 1 3-MOS DEC-31-1997 MAR-31-1997 14,629,155 0 4,361,433 1,736,091 0 0 655,829,861 28,913,557 649,678,429 0 0 0 0 123,232 231,216,399 649,678,429 0 17,733,352 0 4,302,870 2,843,500 0 3,737,031 4,036,772 0 4,036,772 0 0 0 4,036,772 .25 .25
 
                                               
5 THIS SCHEDULE CONTAINS RESATEED EPS INFORMATION EXTRACTED FROM REGENCY REALTY CORPORATION'S ANNUAL REPORT FOR THE YEAR ENDED 12/31/96 0000910606 REGENCY REALTY CORPORATION 1 12-MOS DEC-31-1996 DEC-31-1996 8,293,229 0 6,113,510 832,091 0 0 393,402,794 26,213,225 386,524,049 0 0 0 0 106,149 206,619,628 386,524,049 0 46,947,567 0 12,065,394 8,758,067 0 10,777,131 9,907,145 0 9,907,145 0 0 0 9,907,145 .82 .82