PURCHASE AND SALE AGREEMENT

 [DESCRIPTION]  EXHIBIT 10.42

                PURCHASE AND SALE AGREEMENT

     THIS AGREEMENT (this "Agreement") is made as of the 29th day
of December, 1995, between MID-ATLANTIC CENTERS LIMITED
PARTNERSHIP, a Maryland limited partnership ("Seller"), RRC
ACQUISITIONS, INC., a Florida corporation ("Buyer"), and ULMER,
MURCHISON, ASHBY & TAYLOR, a professional association organized
under the laws of Florida ("Escrow Agent").

                                 Background

     Buyer wishes to purchase from Seller, and Seller wishes to
sell to Buyer, a shopping center in Cobb County, Atlanta,
Georgia, owned by Seller, known as the ORCHARD SQUARE SHOPPING
CENTER (the "Shopping Center"), in accordance with, and subject
to, the terms and conditions hereinafter set forth; 

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

                              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  Closing means generally the execution and delivery of
those documents and funds  necessary to effect the sale of the
Property by Seller to Buyer in accordance with the terms and
conditions of this Agreement. 

     1.4  Closing Date means December 29, 1995.

     1.5  Contracts means all service contracts listed on Exhibit
1.5 attached hereto which are to be assigned by Seller to Buyer
at Closing, all of which are terminable by Buyer without penalty
or premium upon not more than thirty (30) days notice except as
otherwise noted therein.

     1.6 Earnest Money Deposit means the deposit delivered to
Seller at Closing as part of the payment of the Purchase Price
pursuant to Section 2.2 of this Agreement, together with the
earnings thereon, if any. 

     1.7  Escrow Agent means the party described as such in the
introductory paragraph hereof and any successor escrow agent
appointed by the mutual written agreement of the parties hereto.

     1.8  Environmental Claim means any investigation, written
notice, violation, demand, allegation, action, suit, injunction,
judgment, order, consent decree, penalty, fine, lien, proceed-
ing, 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.

     1.9  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.

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

     1.11  Hazardous Materials means any "Hazardous Substance" as
defined in any Environmental Law in effect at the pertinent date
or dates other than such substances which are used in the normal
and ordinary course of business in the operation and maintenance
of the Property and are stored in appropriate containers.  

     1.12  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.

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

     1.14  Inspection Period means the period of time which
expires on December 29, 1995.

     1.15  Leases means all leases between Seller as landlord and
tenants permitting tenants to occupy all or a portion of the
Property as set forth in the Rent Roll attached hereto as Exhibit
1.15.

     1.16  Materials means Seller's right, title and interest  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.

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

             (a)  Liens for ad valorem taxes not yet due;

             (b) Rights of tenants under Leases; 

             (c)  The matters noted on Exhibit 1.17(c) attached
hereto; and
             (d)  Other matters determined by Buyer to be
acceptable. 

     1.18  Personal Property means all of Seller's right, title
and interest in and to (a) sprinkler,  plumbing, heating,
air-conditioning, electric power or lighting, incinerating,
ventilating and cooling systems, with each of their respective
appurtenant furnaces, boilers, engines, motors, dynamos,
radiators, pipes, wiring and other apparatus, equipment and
fixtures, 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.

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

     1.20  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.

     1.21  Purchase Price means the consideration agreed to be
paid by Buyer to Seller for the purchase of the Property as set
forth in Section 2.1(a) (subject to the adjustments expressly
provided in Sections 2.1[b] and [c] herein).

     1.22  Real Property means the real property more
particularly described on Exhibit 1.22.

     1.23  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.

     1.24  Buyer means the party identified as Buyer on the
initial page hereof and such assigns as may be permitted in
accordance with Section 12.10 hereof.

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

     1.26  Survey means the survey of the Real Property dated
December 7, 1995, prepared by David A. Burre & Associates, Inc.
under Project # 95-2017.

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

     1.28  Title Defect means any exception in the Title
Insurance Commitment other than a Permitted Exception.

     1.29  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 Commonwealth Land Title Insurance Company
or such other title insurer acceptable to Buyer. 

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

     1.31  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 by the provisions of this Agreement in connection with
the transactions contemplated hereby.

                       2. PURCHASE PRICE AND PAYMENT

     2.1  Purchase Price; Payment.

               (a)  Purchase Price and Terms.  The total Purchase
Price for the Property (subject to the adjustments provided in
Sections 2.1[b] and [c] below) shall be Five Million Two Hundred
Fifty Thousand Dollars ($5,250,000).  The Purchase Price shall be
paid to Seller in cash in immediately available funds by bank
wire transfer at Closing.

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

                     (1)  subtracting the portion of the current
year's real and tangible personal property taxes payable or paid
by Buyer for the period from January 1, of that year, through the
Allocation Date (if the amount of the current year's property
taxes are not available on the Allocation Date, such taxes will
be prorated based upon the prior year's assessment) or adding any
real and/or tangible personal property taxes actually paid by
Seller in respect of that portion of such year occurring on or
after the Allocation Date; and 

                     (2)  subtracting the amount of security
deposits, prepaid rents from tenants under the Leases and
subtracting or adding, as applicable, any other items customarily
prorated in a transaction of this nature.  By adjusting the
Purchase Price by the amount of the security deposits, the
security deposits shall be deemed to have been transferred from
Seller to Buyer thereby. Any percentage rents or tenant
reimbursements payable after the Allocation Date but applicable
to periods prior to the Allocation Date (e.g., including ,
without limitation, the year end common area maintenance
reconciliation and other pass-throughs billed or to be billed to
A&P and Big B Drugs) shall be remitted to Seller by Buyer within
thirty (30) days after receipt.  Seller agrees to remit to Buyer
promptly after receipt, Buyer's portion of December, 1995 rents
and tenant reimbursements prorated as of the Allocation Date, and
all post-Allocation Date rents and other tenant reimbursements in
respect of periods after the Allocation Date and received by
Seller after Closing from tenants in the Property under their
Leases. Buyer shall have no obligation to collect delinquencies,
but should Buyer collect any delinquent rents or other sums which
cover periods prior to the Allocation Date and for which Seller
has received no proration or credit, Buyer shall remit same to
Seller within thirty (30) days after receipt, less any costs of
collection.  Buyer will not interfere in Seller's efforts to
collect sums due it whether prior to or after the Closing, except
that hereafter Seller shall not seek to terminate the occupancy
or tenancy of any tenant other than in accordance with the
provisions of Section 4.6 hereof. After Closing Seller shall
retain the right to bring a cause of action against tenants to
collect amounts due from tenants owed to Seller in respect of
periods prior to Closing, but Seller shall advise Buyer prior to
doing so. Buyer's approval shall not be required  for Seller to
bring such a cause of action against tenants.

                    (c)  At Closing, Seller shall pay to Buyer
the sum of One Hundred Two Thousand Five Hundred Dollars
($102,500) from the proceeds of the Purchase Price for use by
Buyer to supplement the rentals payable from tenants of the
Shopping Center.  

     2.2  Earnest Money Deposit.  An Earnest Money Deposit in the
amount of $25,000 in cash in immediately available funds shall be
paid by Buyer to Seller at Closing as part of the payment of the
Purchase Price. 

     2.3  Closing Costs.
 
               (a)  Seller shall pay:

                     (1)  Seller's attorneys' fees relating to
the sale of the Property; 

                     (2)  Cost of satisfying any record liens on
the Property, (subject to the satisfaction of the condition
precedent set forth in Section 8.2[d] hereof) and all documentary
stamp taxes and/or other transfer/recording taxes imposed by any
governmental entities on recording the deed;

                     (3)  Costs, if any, of curing title defects
and recording any curative title documents, but only if and to
the extent that Seller, in its sole discretion, hereafter agrees
to cure and pay the same (except that Seller hereby agrees to pay
or bond off any mechanic's or materialmen's liens on Seller's
title to the Property for work performed or claimed to be
performed for Seller prior to Closing); and

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

               (b)  Buyer shall pay:

                     (1)  Buyer's attorneys' fees; 

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

                     (3)  Costs of environmental site assessments
obtained by Buyer, Survey and the title insurance premium and
search charges; and 

                     (4)  All costs, fees, taxes and other
amounts arising in connection with any financing to be obtained
by Buyer.

     2.4  Prorations.  Matters of income and expense shall be
prorated as of the Allocation Date.

                     3.  INSPECTION PERIOD AND CLOSING

     3.1  Inspection Period.

             (a)  Buyer agrees that it will have the Inspection
Period to physically inspect the Property, review the economic
data, underwrite the tenants and review their leases, and to
otherwise conduct its due diligence review of the Property and
all books, records and accounts of Seller related thereto.  Buyer
hereby agrees to indemnify and hold Seller harmless from any
damages, liabilities or claims for property damage or personal
injury arising out of such inspection and investigation by Buyer
or its agents or independent contractors, and such indemnity
obligation of Buyer shall survive any termination of this
Agreement notwithstanding anything contained herein to the
contrary.  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
not be refundable except upon the terms otherwise set forth
herein. Buyer recognizes that the Property is being sold
hereunder on an "as is", "where is" "with all faults" basis, with
no warranty or representation of any kind from Seller regarding
the condition of the Property, compliance of the Property with
applicable laws or otherwise, except as expressly stated in this
Agreement. 

           (b)  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,
at reasonable times and in a reasonable manner which does not
interfere with the rights of tenants or others at the Property or
the normal operation of the Property during the Inspection Period
for the purpose of inspecting the Property, taking soil borings,
conducting Hazardous Materials inspections and reviewing the
books and records of Seller concerning the Property.  Seller
shall cooperate with Buyer in making such inspections and
reviews.  Seller shall give Buyer any reasonable authorizations
which may be reasonably requested 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.  Buyer shall have the right to have
due diligence interviews and other discussions or negotiations
with tenants if and only if the same are arranged through Seller. 
Seller's authorized representative will be afforded 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 litigation
materials) for the purpose of reviewing and copying the same.
Buyer shall maintain all information obtained concerning the
Property confidential and shall not disclose the same to others
prior to Closing except to its employees, independent
contractors, attorneys, accountants, lenders and prospective 

lenders, and consultants in connection with proceeding to
Closing. In the event that Buyer does not proceed to Closing,
Buyer shall promptly return to Seller all documents and
information obtained from Seller with respect to the Property.

     3.2  Hazardous Material.  During the Inspection Period Buyer
may cause a "Phase 1" assessment of the Property to be made, and
a copy of any report shall be submitted to Buyer and Seller
promptly upon its completion, if made.  If the inspection report
discloses the existence of any Hazardous Material, Buyer may
notify Seller in writing, within fifteen (15) business days after
receipt of the Phase 1 assessment report or by the Closing Date,
whichever is earlier, that it elects to terminate this Agreement,
whereupon, except for the provisions hereof which expressly
survive the termination of this Agreement, 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 in
writing by the parties, the Closing shall take place at the
offices of Escrow Agent in Jacksonville, Florida, at 10:00 A.M.
on the Closing Date. Seller may effect Closing by mail. Time is
of the essence in Closing on the Closing Date.

          4.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER

     Seller warrants and represents to the best of its actual
knowledge (but not limited to the best of Seller's actual
knowledge with respect to Sections 4.1, 4.2 and 4.3 below) as
follows as of the date of this Agreement and where expressly
indicated covenants and agrees as follows:

     4.1  Organization; Authority.  Seller is a limited
partnership duly organized, validly existing and in good standing
under the laws of the state of its organization and is qualified
to do business in 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.

     4.2  Authorization; Validity.  The execution and delivery of
this Agreement and the consummation of the transactions
contemplated by this Agreement have been duly and validly
authorized in accordance with the limited partnership agreement
under which Seller is organized.  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, subject to
creditor rights and principles of equity.

     4.3  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 and
Seller agrees to indemnify Buyer from any such claim arising by,
through or under Seller. 

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

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

     4.6  Leases.  There are no Leases affecting the Property,
oral or written, except as listed on Exhibit 1.15 attached hereto
and made a part hereof. Any new Leases or modifications to
existing Leases which are entered into by Seller between the date
of this Agreement and one week prior to the end of the Inspection
Period will be promptly provided to Buyer by Seller.  During the
period commencing after one week preceding the end of the
Inspection Period and prior to Closing, Seller will not enter
into any new Leases or modify existing Leases without the written
consent of Buyer, such consent not to be unreasonably withheld.
Copies of the Leases, which have been delivered to Buyer or shall
be delivered to Buyer within ten (10) days from the date hereof,
are, to the best of Seller's actual knowledge, true, correct and
complete copies thereof, subject to the matters set forth on
Exhibit 1.15.  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, such consent not to
be unreasonably withheld.  To the best of Seller's actual
knowledge no defaults exist under the Property's tenant leases
except as noted on Exhibit 1.15.  No rent has been paid more than
one (1) month in advance and no security deposit or prepaid rent
has been paid, except as noted on Exhibit 1.15.  No tenants under
the Leases are entitled to interest on any security deposits
except as noted on Exhibit 1.15.  

     4.7  Property Operating Statements.  To the best of Seller's
actual knowledge, the Property Operating Statements attached
hereto as Exhibit 4.7 accurately reflect in all material respects
the operations of the Property by Seller during the period noted
therein.  Seller covenants to furnish Buyer with Seller's updated
monthly reports of income and expense from operating the Property
for interim periods beginning after December 31, 1994, promptly
after such statements are first made available to Seller; and
Buyer and its independent certified accountants shall be given
reasonable access to Seller's books and records relating to the
Property at any reasonable time prior to and, to the extent
required by governmental regulations, for the period ending six
months following Closing upon reasonable advance notice in order
that they may verify such Property Operating Statements for 1994
and 1995. 

     4.8  Contracts.  To the best of Seller's actual knowledge,
except for the Leases, the Permitted Exceptions and the
Contracts, there are no management, service, maintenance, utility
or other contracts or agreements affecting the Property, oral or
written, which extend beyond the Closing Date and which would
bind Buyer or encumber the Property after the Closing.  All such
Contracts (as defined in Section 1.5 hereof) 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 covenants to fulfill all of its
obligations which are to be performed prior to Closing under all
of the Contracts, and covenants not to terminate or modify any
such Contracts other than in the ordinary course of business
without the consent of Buyer (such consent not to be unreasonably
withheld). Notwithstanding anything herein to the contrary,
Seller retains the right to enter into new contracts relating to
the Property which (i) are freely terminable without penalty by
Seller at Closing or which will not bind Buyer or the Property
after Closing, or (ii) relate to the work to be performed under
or in connection with that certain Lease Modification Agreement
between Seller and The Great Atlantic & Pacific Tea Company, Inc.
("A&P"), provided any such contract will not have a material
adverse financial impact on Buyer or the Shopping Center, and the
costs of which are covered by the A&P Reimbursement Escrow
referred to in Section 8.1(e)(8) below.

     4.9   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, subject
to normal wear and tear and casualty, and further covenants not
to cause any waste of the Property.  Seller covenants not to
remove from the Improvements or the Real Property any article
included in the Personal Property except in the ordinary course
of business.  Seller covenants to maintain prior to Closing such
casualty and liability insurance on the Property as it is
presently being maintained.

     4.10  Permits and Zoning.  To the best of Seller's actual
knowledge, except for the Permitted Exceptions (i) there are no
material permits and licenses (collectively referred to as
"Permits") required to be issued to Seller by any governmental
body, agency or department having jurisdiction over the Property
which materially affect the ownership or the use thereof which
have not been issued, (ii) the Property is zoned for its present
use; and (iii) there are no outstanding special assessments,
impact fees or other similar special governmental impositions
assessed against the Property.

     4.11  Rent Roll; Estoppel Letters.  To the best of Seller's
actual knowledge, the Rent Roll attached as Exhibit 1.15 is true
and correct in all material respects as of the date thereof. 
Seller agrees to use commercially reasonable efforts to obtain
current estoppel letters from all Tenants under the Leases in the
form attached hereto as Exhibit 4.11 or, for A&P and perhaps
other larger tenants, in the form used by A&P and such larger
tenants, respectively, and which confirm the material matters
noted on the Rent Roll attached as Exhibit 1.15; provided,
however, that it is understood and agreed that the failure by
Seller to obtain all of such estoppel letters by the Closing Date
(i) shall not be a violation of  Seller's obligations under this
Section 4.11, and (ii) shall not be construed as providing Buyer
with any basis not to fulfill its obligation to purchase the
Property at Closing as otherwise provided herein except as is
provided in Section 8.1(e)(7) hereof.

     4.12  Condemnation.  To the best of Seller's actual
knowledge, except for the Permitted Exceptions, neither the whole
nor any portion of the Property, including access thereto or any
easement benefiting the Property, is subject to temporary
requisition of use by any governmental authority or has been 

condemned, or taken in any proceeding similar to a condemnation
proceeding, nor is there now pending any condemnation,
expropriation, requisition or similar proceeding against the
Property or any portion thereof.  Seller has received no written
notice nor has any knowledge that any such proceeding is
contemplated.

     4.13  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, except for that certain letter dated
November 27, 1995 from the Georgia Department of Natural
Resources to Mr. Morris Srochi of Blass Properties (the "Srochi
Letter"), Seller has received no written notices from any such
governmental authorities or agencies of uncured violations at the
Property of building, fire, air pollution or zoning codes, rules,
ordinances or regulations, environmental and hazardous substances
laws, or other rules, ordinances or regulations relating to the
Property.  Seller shall be responsible for the remittance of all
sales tax for periods occurring prior to the Allocation Date
directly to the appropriate state department of revenue.

     4.14  Repairs.  Seller has received no notice of any
requirements or recommendations by any lender, insurance
companies, or governmental body or agencies requiring or recom-
mending any repairs or work to be done on the Property which have
not already been completed except for the Srochi Letter.

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

     4.16  Environmental Matters.  

           (a)  Seller represents and warrants that except as
otherwise contained or referred to in the Phase I Update
Environmental Site Assessment of Orchard Square Shopping Center
dated November 21, 1995 prepared by Environmental Management
Group and delivered by Seller to Buyer, and except for the
matters referred to in, and the subject of, the Srochi Letter
which Seller also delivered to Buyer, to the best of Seller's
actual knowledge as of the date hereof that:

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

                (2)  the Property does not now contain and to the
best of Seller's knowledge has not contained : (a) underground
storage tank, (b) material amounts of asbestos-containing
building material, (c) landfills or dumps, (d) hazardous waste
management facility as defined pursuant to the Resource
Conservation and Recovery Act ("RCRA") or any comparable state
law, or (e) 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;

                 (3)  Seller has used no Hazardous Material and
has conducted no Hazardous Material Activity at the Property;

                 (4)  Seller has not received any written notice
that it is liable for response or corrective action, natural
resource damage, or other harm pursuant to CERCLA, RCRA, or any
comparable state law;  and

                 (5)  the Property is not subject to any, and
Seller has no actual knowledge of any imminent, restriction on
the ownership, occupancy, use, or transferability of the Property
in connection with any (a) Environmental Law or (b) Release,
threatened Release, or disposal of a Hazardous Material.

     4.17  Foreign Investment and Real Property Tax Act.  Seller
is not a "foreign person" within the meaning of Sections 1445 or
897 of the Internal Revenue Code, and has furnished Buyer with
its federal tax identification number, and at closing will
execute and deliver to Buyer an affidavit regarding the same, or
if Seller fails to execute and deliver such affidavit, Buyer may
deduct and withhold from the Purchase Price and pay to the
Internal Revenue Service such amounts as may be required by Buyer
in order to satisfy its tax withholding obligations, if any,
under the Internal Revenue Code. Seller shall also execute and
deliver an affidavit (the "Georgia Affidavit") to the effect that
the sales price in this transaction is less than its cost basis
so that there will be no withholding requirement from the sales
proceeds payable to Seller under applicable Georgia law.

Actual Knowledge.  Whenever the words "to the best of actual
knowledge of Seller", "Seller's best knowledge" or words of
similar import are used in this Agreement, they shall mean the
actual knowledge of William J. Wolfe and Edward Dosik, employees
of First Washington Management, Inc., which is affiliated with
one of the General Partners in Seller, and who have had principal
responsibility for oversight of Seller's interest in the
Property, without any obligation on their part to conduct any
inquiry or due diligence other than such inquiry as has been
conducted by them in the ordinary course of business in
connection with such oversight. In addition, the parties hereto
agree that the representations and warranties of Seller contained

in this Agreement shall survive the Closing Date a period of one
year, but only to the extent provided herein, and shall be of no
force or effect thereafter. No action or proceeding of any kind
or nature based upon a breach of a representation or warranty by
Seller under this Agreement shall be valid or enforceable, at law
or in equity, if not commenced in the appropriate jurisdiction
within one year after the Closing Date.  These time limitations
do not apply to the representations and warranties set forth in
any warranty or covenant contained in any Closing document. It is
further agreed that to the extent that prior to Closing Buyer
becomes aware of any representation or warranty of Seller that is
incorrect, Buyer shall promptly so advise Seller in writing,
whereupon Buyer shall either (i) terminate this Agreement by
notice to Seller, in which event the Earnest Money Deposit shall
be returned to Buyer and no party shall have any further rights
or obligations hereunder except for Buyer's indemnity obligations
which are provided to survive termination, or (ii) Seller's
representations and warranties shall be deemed to be corrected
thereby, Buyer shall have no rights or claims against Seller or
otherwise arising from such incorrect representation or warranty,
and Buyer shall proceed to Closing hereunder in accordance with
the provisions hereof, subject to such corrected representation
and warranty.

         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, subject to creditors rights and principles of
equity. 

     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; and Buyer agrees to
indemnify Seller from any such claim arising by, through or under
Buyer. Such indemnity obligation of Buyer shall survive any
termination of this Agreement, notwithstanding anything herein to
the contrary.

     5.4  Buyer's Investigation.  Buyer will rely entirely on
Buyer's investigation of the Property during the Inspection
Period to satisfy itself as to the physical condition of the
Property, the compliance of the Property with Environmental Laws 

and other applicable laws and regulations, and the value of the
Property, subject however only to Seller's representations and
warranties expressly set forth in Article 4 hereof and the
indemnity contained in Article 9 hereof.

                 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
(whether as a result of Seller's decision not to do so, or
otherwise) 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, at its option do one of the
following:

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

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

                            7.  TITLE MATTERS

     7.1  Title.  

          (a)  Title Insurance.  Buyer acknowledges receipt of
the Title Insurance Commitment from Commonwealth Land Title
Insurance Company and the Survey.  Seller shall also provide
Buyer with access to its files containing any existing surveys
and title information in its possession promptly after execution
of this Agreement).  Prior to the later of (i) the expiration of
the Inspection Period or (ii) three (3) business days following
Buyer's receipt of the Title Insurance Commitment and Survey,
Buyer shall notify Seller in writing of any Title Defects not
acceptable to Buyer. Any Title Defect 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 to be 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. If Seller elects not to cure such noted Title
Defects or if such noted Title Defects are not cured by the
Closing Date, then Buyer shall have the sole and exclusive right,

in lieu of any other rights or remedies, to, and shall either: 
(i) refuse to purchase the Property, terminate this Agreement and
receive a return of the Earnest Money Deposit, whereafter no
party shall have any further rights or obligations hereunder
except for the indemnity obligations of Buyer which are expressly
provided to survive the termination of this Agreement; or (ii)
waive such Title Defects and close the purchase of the Property
subject to them, with no reduction to the Purchase Price (except
for mechanic's and materialmen's liens on Seller's title to the
Property for work performed or claimed to be performed for Seller
prior to Closing which Seller will pay or bond off at or before
Closing) and no recourse to Seller with respect thereto.
Notwithstanding anything herein to the contrary, and
notwithstanding the terms of the Deed to be executed and
delivered by Seller to Buyer, Buyer acknowledges and agrees that
it will accept the conveyance of the Property subject to, in
addition to the other Permitted Exceptions, (i) rights of access
to and from Interstate Highway No. 575 or Bells Ferry Road as
taken by Department of Transportation under Declaration of Taking
in Case No. 774287, Cobb County Superior Court, (ii) any matters
that would be disclosed by a current and accruate survey and
inspection of the Property, and (iii) the fact that a portion of
the Property is or may be in a flood zone.

       (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 written waiver by Buyer) of each of the
following conditions or requirements on or before the Closing
Date:

               (a)  Seller's warranties and representations under
this Agreement shall be true and correct in all material
respects, and Seller shall not be in default of any material
obligation 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 material
covenant, restriction, right-of-way or easement affecting the
Property.

               (c)  There shall have been no material adverse
change in the financial condition of A&P, Big B Drugs or
Winston's Pub since the date of this Agreement.

               (d)  Except as otherwise provide in Section 6.2
hereof regarding damage by fire or casualty or taking by eminent
domain, there shall be no material change in the physical and
environmental condition of the Property from date of this
Agreement, ordinary wear and tear excepted.  

               (e)  Seller shall have delivered to Buyer the
following: 

                    (1)  Limited Warranty deed, duly executed and
acknowledged so as to convey to Buyer the fee simple title to the
Real Property, subject only to the Permitted Exceptions;

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

                    (3)  A blanket assignment to Buyer of all
Leases and the contracts, agreements, permits and licenses (to
the extent assignable) as they affect the Property and an
indemnity against breach of such instruments by Seller prior to
the Closing Date; 

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

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

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

                    (7)  Tenant estoppel letters obtained by
Seller from A&P, Big B Drugs and Winston's Pub and seventy
percent (70%) of the other tenants who have signed leases for any
portion of the Property in the form attached hereto (or in the
form used by A&P and other large tenants with respect to A&P or
other large tenants that use their own form) and confirming the
rent and other material terms of their Leases noted on the Rent
Roll attached hereto as Exhibit 1.15, and a letter from each of
A&P and Big B Drugs regarding off-site restrictions in form and
content reasonably acceptable to Buyer;

                    (8)  It is acknowledged that Seller has
delivered a fully executed Lease Modification Agreement dated
December 4, 1995 between Seller and A&P which is attached hereto
as Exhibit 8.1(e)(8) (the "A&P Lease Amendment").  It is agreed
that Buyer shall perform the obligations of Seller as landlord
thereunder, provided, however, that: (A) Seller shall reimburse
to Buyer the reasonable costs incurred by Buyer (excluding any
Buyer overhead, general or administrative expense or charge) in
completing the work required to be performed by landlord under
new article 18.01 (the  "Common Area Work") under the A&P Lease
Amendment, up to, but not in excess of, Seventy-Five Thousand
Dollars ($75,000). Such reimbursement shall be made by (i) Seller

at Closing providing Buyer with a credit of Thirty Thousand
Dollars ($30,000) against the payment of a portion of the
Purchase Price, and (ii) after Closing, Seller paying to Buyer
the balance of such reimbursement for the Common Area Work up to,
but not in excess of, an additional Forty-Five Thousand Dollars
($45,000) after Buyer completes such work as required and renders
paid invoices and such other documents and material as Seller may
reasonably request in order for Seller to be able to confirm that
such work was performed under such new article 18.01 and was
reimbursable hereunder by Seller and properly completed to the
tenant's satisfaction. Buyer agrees to use its good faith efforts
to minimize the cost to complete Common Area Work in a proper
manner. Any of the Common Area Work performed by Buyer or any
person or entity affiliated with or related to Buyer shall be
competitively bid out (except that Common Area Work to be
performed by Buyer or any affiliated or related party as will
not, in the aggregate, cost more than Three Thousand Five Hundred
Dollars [$3,500] shall not be required to be bid out) and shall
cost no more than competitive market rates; and (B) In addition,
at Closing, in the event that Seller has not fulfilled its
obligation to reimburse A&P up to $50,000 for tenant improvements
undertaken by A&P in accordance with the second paragraph of new
article 17.01 in the A&P Lease Amendment (the "Special Tenant
Improvements"), then Seller shall escrow such amounts (the "A&P
Reimbursement Escrow"). In the event that after Closing A&P is
entitled to reimbursement for such Special Tenant Improvements
that it undertakes under the A&P Lease Amendment, then such A&P
Reimbursement Escrow shall be used to pay to A&P the balance of
the Seller's obligation to effect such reimbursement in
accordance with the A&P Lease Amendment, and the balance of such
A&P Reimbursement Escrow shall be paid to Seller. In the event
that the A&P Reimbursement Escrow has not been disbursed by June
30, 1996 in accordance with this Agreement, then Buyer and Seller
shall consider whether they should close the escrow by disbursing
an amount from the escrow as will be needed to reimburse A&P for
the Special Tenant Improvements and remitting to Seller the
balance of the escrowed funds.

         (9)  A general assignment of Seller's interest in all
assignable existing warranties relating to the Property; 

        (10)  A non-foreign person affidavit and the Georgia
Affidavit;  

        (11)  The originals or copies of any real property tax
bills for the Real Property and Improvements for the then current
fiscal year and the previous year in Seller's possession, and, if
requested, the originals or copies of any current water, sewer
and utility bills which are in Seller's possession;

        (12)  Resolutions of Seller authorizing the transactions
described herein, certified by the General Partner of Seller;

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

        (14)  Materials in Seller's possession; and

        (15)  Such other documents as may reasonably be required
to effectuate the provisions of this Agreement and the
transactions contemplated herein.

       In the event that all of the foregoing provisions of this
Section 8.1 are not satisfied at Closing, then subject to the
provisions of Section 10.1 hereof, if applicable, Buyer shall
either (i) elect in writing to terminate this Agreement, in which
event 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 or in connection with this Agreement, except for those
indemnity obligations of Buyer which are expressly agreed to
survive termination hereunder, or (ii) waive such unsatisfied
conditions and complete Closing hereunder with no claim against
Seller for such unsatisfied conditions.

     8.2  Conditions Precedent to Seller's Obligations.  The
obligations of Seller under this Agreement are subject to
satisfaction (or written 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, 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 Date the following, which shall be reasonably
satisfactory to Seller: 

              (1)  Payment, in immediately available funds by 
bank wire transfer, of the Purchase Price in accordance with
Section 2.1 at Closing; 

              (2)  An assumption and indemnification agreement
whereby (A) Buyer will (i) assume all of Seller's obligations
under the Leases and the Contracts accruing from and after the
Closing (except Buyer shall assume all of Seller's obligations
under the A&P Lease Amendment with respect to the work and
related matters to be performed thereunder), and (ii) indemnify
Seller against any claims, liabilities, costs and expense
(including, without limitation, reasonable attorneys' fees and
court costs) arising in connection with any breach of such
obligation, and (B) Seller will provide reciprocal indemnities
for a breach of any or all obligations of Seller under the Leases
and the Contracts accruing prior to Closing (except as otherwise
expressly provided herein with respect to the A&P Lease
Amendment) and any claims, liabilities, costs and expenses
arising in connection with such breach of such obligation by
Seller prior to Closing.

              (3)  Such other documents as may reasonably be
required to effectuate the provisions of this Agreement and the
transactions contemplated herein.

         (d)  At or prior to the Closing, Seller shall have paid
in full the existing first mortgage loan secured by the Property
at the discounted payoff price set forth in a certain
Modification Agreement between Seller and said lender. In the
event that the condition precedent in the immediately preceding
sentence is not satisfied on or before the Closing Date, then
notwithstanding anything herein to the contrary, Seller shall
have the right to terminate this Agreement, in which event the
Earnest Money Deposit shall be returned to Buyer and neither
party shall have any further claim against the other by reasons
of this Agreement, except such indemnity obligations of Buyer as
are expressly provided to survive termination of this Agreement. 

           In the event that all conditions precedent to Buyer's
obligation to purchase shall have been satisfied or waived but
the foregoing provisions of this Section 8.2(a) - (c), inclusive,
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 such indemnity
obligations of Buyer as are expressly agreed to survive
termination of this Agreement.

                     9.  POST CLOSING INDEMNITIES AND COVENANTS

     9.1  Seller's Indemnity.  (a) From and after the Closing,
Seller, subject to the limitations set forth herein, shall
indemnify, defend and hold harmless Buyer from all claims,
demands, liabilities, direct (but not consequential) damages,
penalties, costs and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, which may be
imposed upon, asserted against or incurred or paid by Buyer by
reason of, or on account of, any breach by Seller of Seller's
warranties, representations and covenants.  Seller's warranties,
representations and covenants, and the foregoing indemnity,
except for those contained in any of the Closing documents, shall
survive for a period of one year immediately following the
Closing Date and shall be of no further force of effect
thereafter. No action or proceeding of any kind or nature based
upon a breach of such representations, warranties or covenants,
or the foregoing indemnity (other than those contained in any of
the Closing documents), shall be valid or enforceable, at law or
in equity, if not commenced in the appropriate jurisdiction
within one year after the Closing Date.  Buyer's rights and
remedies herein against Seller shall be the sole and exclusive
rights of Buyer in connection herewith and are agreed to be in
lieu of all other rights and remedies of Buyer at law or in
equity.  

             (b) It is acknowledged that the Srochi Letter was
issued by the Georgia Department of Natural Resources (the
"Department") based upon an alleged release of tetrachloroethane
at the edge of the parking lot near the Z.A.A.P. Cleaners as
referenced in such Letter (the "Srochi Release"). Seller has been
working through its environmental consultants with the Department
in connection with such Srochi Release. Seller shall continue
after Closing to work with the Department, and any other
applicable government agencies with jurisdiction, to undertake
and retain final authority and control over any environmental
investigations, assessments or remediation which the Department,
or any other applicable government agency with jurisdiction, may 

require it to perform under applicable law to address such Srochi
Release. Seller shall consult with Buyer and take into account
Buyer's concerns in connection with Seller's efforts to deal with
this particular matter. Seller shall have its environmental
consultant address environmental reports prepared by it to both
Seller and Buyer, it being intended that both Seller and Buyer
shall be deemed to be in privity with such consultant. Seller
will endeavor to provide Buyer with a copy of correspondence,
proposals and reports that Seller receives regarding the Srochi
Release. Seller agrees to indemnify and hold harmless Buyer from
(i) all costs of site assessments, monitoring and/or remediation
required to be performed by the Department, or by any other
applicable government agency with jurisdiction, under applicable
law to address the Srochi Release, (ii) claims made against Buyer
by third parties (other than subsequent owners of the Property)
for damage to property or injury to persons proximately caused by
this Srochi Release, and (iii) reasonable out of pocket costs and
reasonable attorneys fees incurred by Buyer in enforcing Seller's
obligations under this Section 9.1(b) where Seller has not
complied with its obligations under this Section 9.1(b) after
written notice to Seller and a reasonable period of time in which
Seller has failed to cure such non-compliance. After Closing,
Buyer shall provide Seller and Seller's contractors, agents,
representatives and consultants with access to the Property and
the right to perform such investigations, assessments,
remediation or other work on the Property in connection with
Seller performing its obligations hereunder with respect to the
Srochi Release. Seller shall have full and exclusive control of
the remedial and/or other work, and shall have final authority
and control of all contacts and negotiations with the Department,
and other applicable government agencies with jurisdiction, with
respect to the Srochi Release. In undertaking any assessment and
remedial work under this Section 9.1(b), Seller will, to the
extent practicable, use reasonable efforts not to interfere with
the operation of the Property. After the completion of any
remedial work performed by Seller, Seller will restore the
surface of the affected portion of the Property to as near the
approximate grade and surface as existed prior to such remedial
work as is reasonably practicable. Upon Seller receiving notice
from the Department, and any other applicable government agency
with jurisdiction, that no further remedial work and/or
monitoring is or will be required to be undertaken at the
Property to address such Srochi Release ("Closure"), or if the
Department or other applicable government agency with
jurisdiction fail to respond to a request for Closure within a
reasonable time, upon certification by an environmental
consultant reasonably satisfactory to Buyer and Seller that
remedial activities have been completed in compliance with
applicable law, the indemnification and hold harmless obligation
of Seller under this Section 9.1(b) shall automatically terminate
and be of no further force or effect, except that the
indemnification and hold harmless obligation with respect to the
third party claims referred to in clause "(ii)" above shall not
terminate. (A notice from the Department, or any other applicable
government agency with jurisdiction, that remediation and/or
monitoring is not required at that particular time because of a
deferral of work under a priority scheme but that remedial work
and/or monitoring will or may be required subsequently, shall not
constitute "Closure" for purposes of this Section 9.1[b].) Seller
shall be entitled to recover its costs in connection with the
Srochi Release from persons causing the Srochi Release, including
K.E. Service Company, Inc. trading as Z.A.A.P. Cleaners and
William R. Kitchin.  Buyer hereby assigns any claims it may have
against such persons arising from the Srochi Release to Seller in
order to enable Seller's cost recovery action. Seller agrees to 

endeavor, to the extent practicable, to try to keep the Property
from being listed on the State and/or Federal Environmental
Hazardous Site Inventory List by reason of the Srochi Release.

     9.2  Buyer's Indemnity.  From and after the Closing, Buyer
shall indemnify, defend and hold harmless Seller from all claims,
demands, liabilities, direct (but not consequential) damages,
penalties, costs and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, which may be
imposed upon, asserted against or incurred or paid by Seller by
reason of, or on account of, any breach by Buyer of Buyer's
warranties, representations and covenants.  Buyer's warranties,
representations and covenants, and the foregoing indemnity, shall
survive the Closing.  Seller's rights and remedies herein against
Buyer shall be in addition to, and not in lieu of all other
rights and remedies of Seller at law or in equity.

                          10.  BREACH; REMEDIES

     10.1  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
shall, at Buyer's election, and as Buyer's sole and exclusive
rights and remedies, (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
Buyer's indemnity obligations as are provided to survive
termination); or (ii) waive such breach (and waive all rights
against Seller with respect thereto) and close the purchase
contemplated hereby, notwithstanding such breach, and without any
reduction in the Purchase Price payable to Seller, except that
Seller shall pay or bond off any mechanic's or materialmen's lien
on Seller's title to the Property for work performed or claimed
to be performed for Seller prior to Closing; provided, however,
that in the event that all conditions precedent to Seller's
obligation to consummate Closing shall have occurred but Seller
wrongfully fails to convey the Property to Buyer hereunder, then
Buyer shall have the right to enforce Seller's obligation to
convey its right, title and interest in the Property to Buyer by
suit for specific performance, but Buyer shall have no claim
against Seller for damages nor any right to require that Seller
expend any funds.

     10.2  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 for Buyer's indemnity obligations that
survive termination and which the parties hereby agree shall not
be limited to the Seller's retention of the Earnest Money
Deposit.

                   11.  ESCROW AGENT; A&P REIMBURSEMENT ESCROW

     11.1  Duties.  By signing a copy of this Agreement, Escrow
Agent agrees to comply with the terms hereof insofar as they
apply to Escrow Agent.  Escrow Agent shall receive and hold the
A&P Reimbursement Escrow in trust, to be disposed of in
accordance with the provisions of this Agreement. Such escrowed 

funds shall be held by the Escrow Agent in an interest bearing
FDIC insured account and shall not be disbursed except pursuant
to the joint written instructions of Buyer and Seller or as
otherwise provided in Section 11.3 below.

     11.2  Certain Costs.  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 each pay one-half of the cost incurred by Escrow Agent to
interplead the A&P Reimbursement Escrow into an appropriate
court, provided that if the aforesaid costs 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 costs.

     11.3  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
obligation 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 Buyer, Seller and Escrow Agent may
mutually agree; 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
A&P Reimbursement Escrow 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 by this Agreement.  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 Section
11.1 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.  

     11.4  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.

     11.5  Withdrawal.  No party shall have the right to withdraw
any monies or documents deposited by it with Escrow Agent prior
to the Closing or termination of this Agreement except in
accordance with the terms of this Agreement.

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

                            12.  MISCELLANEOUS

     12.1  Disclosure.  Neither party shall disclose the
transactions contemplated by this Agreement without the prior
approval of the other, except where disclosure is required by
law.

     12.2  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.  Additional information
regarding radon and radon testing may be obtained from the county
public health unit.

     12.3  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. 

     12.4  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 may be served
(as an alternative to personal service) by registered or
certified mail, overnight courier service or facsimile (followed
promptly by hard copy) at the addresses set forth below:

     
        As to Seller:  Mid-Atlantic Centers Limited Partnership
                       c/o First Washington Management, Inc.
                       Attention:  William J. Wolfe
                                   Jeffrey S. Distenfeld, Esquire
                       4350 East-West Highway, Suite 400
                       Bethesda, Maryland  20814
                       Facsimile: (301) 907-4911

      With a copy to:  David, Hagner, Kuney & Krupin, P.C.
                       Attention:  Bruce M. Levy, Esquire
                       1120 19th Street, N.W., Suite 800
                       Washington, D.C.  20036
                       Facsimile: (202) 467-6910

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

     With a copy to:   Ulmer, Murchison, Ashby & Taylor
                       Attention:  William E. Scheu, Esquire
                       P. O. Box 479
                       Suite 1600, 200 W. Forsyth Street
                       Jacksonville, Florida 32201 (32202 for
                       courier)
                       Facsimile: (904) 354-9100

Any such notice or demand given by registered or certified mail
or by reputable overnight courier with postage or charges thereon
fully prepaid and addressed to the party to be served at the
addresses set forth above shall constitute proper notice
hereunder upon delivery to the United States Postal Service or to
such overnight courier.

     12.5  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.

     12.6  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.

     12.7  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 unsuc-
cessful 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.

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

     12.9  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, State of Georgia.  Each party waives its
right to jurisdiction or venue in any other location.

    12.10  Successors and Assigns.  The terms and provisions of
this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted
assigns.  No third parties, including any brokers or creditors,
shall be beneficiaries hereof.  Buyer shall not have the right to
assign this Agreement without Seller's prior written consent
(which Seller may withhold in its sole discretion), except to
Regency Realty Corporation or a wholly owned affiliate thereof,
provided, however, that in the event of such assignment, such
assignee shall be jointly and severally obligated and liable,
together with Buyer, for the full performance of all of Buyer's
obligations under or in connection with this Agreement.

    12.11  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.

    12.12  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.

    12.13  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.

    12.14  Survival.  Except as otherwise provided herein, the
obligations of Seller and Buyer intended to be performed after
the Closing shall survive the closing.

    12.15  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:

                               BUYER:

                               RRC ACQUISITIONS, INC., 
                               a Florida corporation
[ /s/ Ginger M. White ]
Name (Please Print)
Unofficial Witness
                               By:    /s/ Robert L. Miller
                               Its:   Vice President
[ /s/ W.I. Gulliford III ]     Date:  December 29, 1995
Name (Please Print)
Official Witness               Tax Identification No. 59-3210155

Witnesses:
                               SELLER:

                               MID-ATLANTIC CENTERS LIMITED
                               PARTNERSHIP,
                               A Maryland limited partnership
[ /s/ Bruce M. Levy_ ]
Name (Please Print)            By:    FW Realty Limited
Unofficial Witness                    Partnership, A District of
                                      Columbia limited 
                                      partnership, Its general
                                      partner
                               
                               By:    FW Corporation,
                                      A District of Columbia
                                      Corporation, Its general
                                      partner

                               By:    /s/ William J. Wolfe
[/s/ Jeffrey S. Distenfeld]    Its:   Vice President
Name (Please Print)            Date:  December 29, 1995
Official Witness
                               Tax Identification No:52-1490861

Witnesses:
                             ESCROW AGENT:

                             ULMER, MURCHISON, ASHBY & TAYLOR
[Deborah L. Spadea ]
Name (Please Print)
Unofficial Witness
                             By:  /s/ 
                             Its Authorized Agent
[W. I. Gulliford III]        Date:  December 29, 1995
Name (Please Print)
Official Witness

                            EXHIBIT 1.5

                         Service Contracts

1.  Service Agreement dated November 25, 1991 between Seller and
BFI Waste Systems a copy of which is attached hereto and the
terms of which are incorporated in this Exhibit 1.5 by this
reference.

    Please note that this Contract is not terminable on thirty
(30) days' notice.  This Contract by its terms is not assignable
without the consent of BFI Waste Systems.  

Description:  The service agreement is a BFI Waste System form
which includes the following information:  Marked box indicating
that purpose is to change service level - reason code ITI;
billing information for customer - First Washington Development
Group; service location - Orchard Square; service description and
monthly equipment charge (new and old); and terms and conditions.

                           EXHIBIT 1.15

Rent Roll

Description:  The rent roll schedule is titled "Orchard Square
Shopping Center, dated December 1, 1995, Lease Synopsis".  The
schedule details the following information tenant by tenant:  bay
number, name, square footage leased, percentage of total building
occupied by tenant, rent per square foot, annual base rent, lease
start and expiration dates, annual rent increases (if
applicable), and any lease options or terms.  The next set of
columns lists the passthrough expenses, which include the
tenant's share of real estate taxes, insurance, and common area
maintenance expenses.  The last two columns list the tenant's
percentage rent obligation (if applicable) and the amount of any
security deposits held by the landlord.  At the bottom of the
schedule are footnotes regarding specific tenants.   

                           EXHIBIT 1.17(c)

                      List of Permitted Exceptions

                               EXHIBIT "1.17"
                       PERMITTED TITLE EXCEPTIONS

1.  All taxes and assessments for the year 1996, and subsequent
years, and any additional taxes for the current year or any prior
years as a result of any re-assessment or re-billing of taxes,
which are not yet due and payable.

2.  Rights of parties in possession, as tenants only, under
unrecorded leases.

3.  Easement agreement by and between The Mitchell Company and
shell Oil Company, dated June 22, 1987, and recorded in Deed Book
4533, page 318, Cobb County Records.

4.  Conveyance of access rights from The Mitchell Company, an
Alabama general partnership (acting through Armay Development
Corp., a general partner) to Department of Transportation, State
of Georgia, dated June 22, 1987, filed for record August 12, 1987
at 12:40 P.M. and recorded in Deed Book 4602, Page 179, Cobb
County Records.

5.  Easement to Cobb Electric Membership Corporation dated July
23, 1987 in Deed Book 4694, Page 170, Cobb County Records.

6.  Declaration of Restrictions by The Mitchell Company, ex
parte, dated March 25, 1987, filed for record December 30, 1987,
at 4.02 P.M. and recorded in Deed Book 4763, Page 489, Cobb
County Records, as amended by Amendment to Declaration of
Restrictions by the Mitchell Company, ex parte, dated December 1,
1987, filed for record December 30, 1987 at 4:02 P.M. and
recorded in Deed Book 4763, Page 496, Cobb County Records.

7.  Easement Agreement by and between the Mitchell Company, an
Alabama general partnership whose general partners are Armay
Development Corporation, Marbet Incorporated and Luco
Development, Incorporated, and Hawkins Store Development Co.,
Inc., dated October ( ), 1986, filed for record December 30, 1987
at 4:02 P.M. and recorded in Deed Book 4763, Page 482, Cobb
County Records.

8.  Declaration of Plan of Easements and Restrictions by The
Mitchell Company, ex parte, dated December 30, 1987, filed for
record December 30, 1987 at 4:03 P.M. and recorded in Deed Book
4763, Page 498, Cobb County Records; as affected by Partial
Termination of Rights under Declaration of Plan of Easements and
Restrictions by Mid-Atlantic Centers Limited Partnership, a
Maryland limited partnership, dated 12/22/92, filed 2/4/93,
recorded at Deed Book 7132, Page 370, Cobb County Records.

9.  Sewer Easement Agreement by and among Jeffrey H. Hasty, M.D.,
Charles L. Hutchinson, M.D., James F. Nalley, M.D. and Carolyn S.
Rude, D.D.S.; Mid-Atlantic Centers Limited Partnership, a
Maryland limited partnership; and Cash Real Estate Fund-3, Ltd.,
a Georgia limited partnership, dated as of 6/17/88, filed
6/17/88, recorded at Deed Book 4966, Page 302, Cobb County
Records.

10.  Indenture by and between The Mitchell Company, an Alabama
general partnership, as Landlord, and Grand Union Company, as
Tenant, dated as of March 25, 1987, filed for record April 27,
1987 and recorded in Deed Book 4440, Page 108, Cobb County
Records.

11.  Short Form Lease from The Mitchell Company, an Alabama
general partnership, as Landlord, to The Reed Drug Company, as
Tenant, dated April 22, 1987, filed for record June 4, 1987 and
recorded in Deed Book 4499, Page 181, Cobb County Records.

12.  Rights of access to and from Interstate Highway No. 575 or
Bells Ferry Road as taken by Department of Transportation under
Declaration of Taking in Case No. 774287, Cobb County Superior
Court.

13.  Any matters that would be disclosed by a current and
accurate survey and inspection of the Property.

14.  A Portion of the Property is located within the limits of a
flood hazard zone.

15.  Notice of Rights by and between The Mitchell Company and
Mid-Atlantic Centers Limited Partnership dated December 30, 1987,
filed for record December 30, 1987 at 4:05 P.M. and recorded in
Deed Book 4764, Page 32, Cobb County Records, giving notice of an
option to purchase TRACT II of the property referred to in such
Notice.

10201/02/a/exh I 17.ecl

                             EXHIBIT 1.22

                 Legal Description of Real Property

                         Legal Description

ALL THAT TRACT or parcel of land lying in and or being in Land
Lots 211 and 212 of the 16th District of the 2nd Section of Cobb
County, Georgia, said tract or parcel being more particularly
described as follows:

Commencing at the point of intersection of the northerly right-
of-way of U.S. Highway 575 (Georgia Hwy. 5) (R/W varies), with
the easterly right-of-way of Bells Ferry Road (R/W varies);
Thence, continuing along said easterly right-of-way of Bells
Ferry Road N34'54'45"W, a distance of 182.57 feet to a point;
Thence, along an arc to the left a distance of 99.27 feet to an
iron pin se@ said arc being subtended by a chord of NOI'56'01"W,
a distance of 99.26 feet; Thence, along an arc to the left a
distance of 187.82 feet to an iron pin set, said iron pin being
the TRUE POINT OF BEGFNNING, said arc being subtended by a chord
of N06'01'33"W, a distance of 187.76 feet; thence, continuing
along said easterly right-of-way of Bells Ferry Road along an arc
to the left a distance of 21.88 feet to an iron pin found, said
arc being subtended by a chord of N09'00'53"W, a distance of
21.88 feet; thence, leaving the aforementioned right-of-way
S88'13'18"E, a distance of 128.95 feet to an iron pin found;
thence, N02'19'54"E, a distance of 201.00 feet to an iron pin
found; thence, N52'28'58"W, a distance of I 0.00 feet to an iron
pin found; thence, S72'42'1 I "W, a distance of 147.00 feet to an
iron pin found; thence, S62'12'11"W, a distance of 40.89 feet to
an iron pin found located on the easterly right-of-way of Bells
Ferry Road (R/W varies); thence, continuing along said right-of-
way N27'47'49"W a distance of 135.21 feet to a point; thence,
N20105'07"W, a distance of 103.15 feet to an iron pin set;
thence, leaving the easterly right-of-way of Bells Ferry Road
S88'07'48"E, a distance of 197.95 feet to an iron pin set;
thence, N 01'51'59"E, a distance of 200.29 feet to an iron pin
set; thence N89'41'46"E, a distance of 96.06 feet to an iron pin
found; thence, N89'42'31"E, a distance of 928.83 feet to an iron
pin found (#4 R.B.); thence, S04'22'21"W, a distance of 659.00
feet to an iron pin set; thence, N88'07'32"W, a distance of
680.00 feet to an iron pin set; thence, N64'45'18"W, a distance
of I 1 2.00 feet to an iron pin found; thence, N87'43'3 I "W, a
distance of 248.97 feet to an iron pin set, said iron pin also
being the TRUE POINT OF BEGINNING.  All as shown on As-Built
Survey for RRC GA One, Inc. and Commonwealth Land Title Insurance
Company, as prepared by David A. Burre & Assoc., Inc., under seal
of David A. Burre, G.R.L.S. No. 1965, dated December 7, 1995.

Being the same property as described in Limited Warranty Deed
dated December 30, 1987, from The Mitchell Company, to Mid-
Atlantic Centers Limited Partnership, recorded in Deed Book 4763,
Page 523, Cobb County, Georgia Records.

TOGETHER WITH rights and easements created pursuant to Easement
Agreement dated June 22, 1987 by and between The Mitchell Company
and Shell Oil Company recorded in Deed Book 4533, Page 318, Cobb
County, Georgia Records.

TOGETHER WITH rights and easements created pursuant to
Declaration of Plan of Easements and Restrictions dated December
30, 1987, made by The Mitchell Company, as declarant, recorded in
Deed Book 4763, Page 498, Cobb County, Georgia Records; as
affected by Partial Termination of Rights Under Declaration of
Plan of Easements and Restrictions by MidAtlantic Centers Limited
Partnership, a Maryland limited partnership dated 12/22/92, filed
2/4/93, recorded at Deed Book 7132, Page 370, Cobb County,
Georgia Records.

                             EXHIBIT 4.7

                    Property Operating Statements

This exhibit to the Purchase and Sale Agreement contains the
Statements of Operations for the twelve periods ending December
31, 1994 and 1995.  The schedules include account balances for
all income and expense accounts for each month.  The accounts are
grouped and subtotaled as follows:  net rental income, operating
expenses - CAM (utilities, operating and maintenance, and 
administrative expense), total operating expense - CAM, total
non-CAM expense, total operating expense and net cash flows from
operations.  Three additioanl columns present totals for the
twelve months for each account, the budgeted amount, and the
variance between the twelve month total and budgeted amounts.

                             EXHIBIT 4.11

                     Form of Estoppel Letter

                                    , 199

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.

      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.  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.  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.

                                Very truly yours,

                                (Tenant)

Mailing Address:
                                 By:                             
                                  Its:

                           EXHIBIT 8.1(e)(8)

                          A&P Lease Amendment

Address:   4290 Bells Ferry Road 
           Kennesaw, Georgia
           A&P Key No. 41-78

                       LEASE MODIFICATION AGREEMENT

     THIS AGREEMENT made this 4th day of December , 1995, by and
between MID-ATLANTIC CENTERS LIMITED PARTNERSHIP, a Maryland
Limited Partnership, and successor-in-interest to THE MITCHELL
COMPANY, an Alabama General Partnership, and having an office at
4350 East-West Highway, Suite 400, Bethesda, Maryland
(hereinafter called the "Landlord") and THE GREAT ATLANTIC &
PACIFIC TEA COMPANY, INC., a Maryland corporation, having an
office at Two Paragon Drive, Montvale, New Jersey 07645
(hereinafter called the "Tenant").

                                WITNESSETH:

     WHEREAS, The Mitchell Company, predecessor-in-interest to
Landlord, as lessor, and The Grand Union Company, as lessee,
predecessor-in-interest to Tenant, entered into a certain lease
dated March 25, 1987 a notice of which was filed by Indenture
with the Superior Court Clerk of Cobb County, Georgia on April
27, 1987 in Book 4440, Page 108 (which lease as modified and
supplemented is hereinafter collectively called the "Lease")
covering the premises commonly known as the Northeast quadrant of
Bells Ferry Road and 1-575, Kennesaw, Cobb County, Georgia
(hereinafter called the "Demised Premisesti), which Demised
Premises are shown on Exhibit "A", attached hereto and made a
part hereof and are located in the shopping center (hereinafter
called the "Shopping Center") more particularly described as
Parcel A and Parcel B on Exhibit "All and Exhibit "B" to such
Lease and by reference made a part hereof; and

     WHEREAS, Landlord and Tenant desire to modify and amend the
Lease,

     NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements hereinafter contained, the parties
covenant and agree as follows:

1.  Landlord warrants and represents that Landlord has good and
marketable title to the Shopping center in fee simple absolute
and that the same is subject to no leases, tenancies, agreements,
encumbrances, liens or defects in title which would interfere
with Tenant's use and enjoyment of the Demised Premises and/or
Shopping Center in accordance with the terms of the Lease or 

would deprive Tenant of any rights granted to it hereunder. 
Landlord further warrants and represents that it has full and
sole right and authority to enter into this Lease Modification
Agreement and has obtained any required consent or approval of
any party, including, without limitation, the consent of any
mortgagee required to be obtained in connection herewith,
including but not limited to the mortgagee pursuant to the
mortgage which encumbers the Demised Premises that is listed on
Exhibit "B" hereof.  It is understood that title shall remain as
represented herein without any adverse changes until a memorandum
or notice of this Lease Modification Agreement is recorded.  If
title does not remain as represented herein until a memorandum or
notice of this Lease Modification Agreement shall have been
recorded, then Tenant, in addition to any and all remedies
available at law and in equity, may terminate this Lease
Modification Agreement at any time thereafter by giving Landlord
notice of such termination, in which case, the Lease will remain
unchanged and in full force and effect.

2.  The current initial term of the Lease expires on January 31,
2008. The fixed annual rent provided for in Article 1.02 of the
Lease is hereby modified so that the fixed annual rent payable
under the Lease during the remaining portion of the initial lease
term beginning as of the "Effective Date" (as hereinafter
defined) and ending on January 31, 2008 shall be reduced as
follows:

During the first twelve (12) month period immediately following
the Effective Date, the fixed annual rental shall be reduced by
the sum of Two Hundred Thousand and 00/100 ($200,000.00) Dollars,
applied in equal monthly installments of Sixteen Thousand Six
Hundred Sixty Six and 67/100 ($16,666.67) Dollars to fixed rent
payable in advance on the first day of each month of such period;

During the second twelve (12) month period following the
Effective Date, the fixed annual rental shall be reduced by the
sum of One Hundred Eighty Five Thousand and 00/100 ($185,000.00)
Dollars, applied in equal monthly installments of Fifteen
Thousand Four Hundred Sixteen and 67/100 ($15,416.67) Dollars to
fixed rent payable in advance on the first day of each month of
such period;

During the third twelve (12) month period following the Effective
Date, the fixed annual rental shall be reduced by the sum of One
Hundred Seventy Thousand and 00/100 ($170,000.00) Dollars,
applied in equal monthly installments of Fourteen Thousand One
Hundred Sixty Six and 67/100 ($14,166.67) Dollars to fixed rent
payable in advance on the first day of each month of such period;

During the fourth twelve (12) month period following the
Effective Date, the fixed annual rental shall be reduced by the
sum of one Hundred Sixty Thousand and 00/100 ($160,000.00)
Dollars, applied in equal monthly installments of Thirteen
Thousand Three Hundred Thirty Three and 33/100 ($13,333.33) 

Dollars to fixed rent payable in advance on the first day of each
month of such period;

Commencing as of the fifth twelve (12) month period following the
Effective Date through January 31, 2008, the fixed annual rental
shall be reduced by the sum of one Hundred Fifty Thousand and
00/100 ($150,000.00) Dollars, applied in equal monthly
installments of Twelve Thousand Five Hundred and 00/100
($12,500.00) Dollars to fixed rent payable in advance on the
first day of each month of such period. @

3.  Tenant shall continue to have, and continues to be granted at
its option, four (4) successive options to extend the term of the
Lease for four (4) renewal periods (each such renewal period
being hereinafter called the "Renewal Period") for five (5) years
each, the first Renewal Period to begin on February 1, 2008 and
end on January 31, 2013, the second Renewal Period to begin on
February 1, 2013 and end on January 31, 2018, the third Renewal
Period to begin on February 1, 2018 and end on January 31, 2023,
and the fourth Renewal Period to begin on February 1, 2023 and
end on January 31, 2028 upon the same terms, covenants and
conditions as contained in the Lease except as herein modified.

The term of the Lease as modified by this lease modification
Agreement shall be automatically extended for each Renewal Period
unless Tenant notifies Landlord in writing at least one hundred
eighty (180) days before the beginning of the applicable Renewal
Period of its election to terminate the Lease as modified by this
Lease Modification Agreement as of the end of the term of the
Lease as modified by this Lease Modification Agreement (or any
extension thereof).

4.Effective as of the date that Tenant reopens the Demised
Premises for business to the public (hereinafter called the
"Effective Date"), the Lease is hereby amended by adding the
following new Articles at the end thereof.  Tenant shall promptly
deliver to Landlord a written notice confirming the actual date
of the Effective Date for purposes hereof.  For the purposes of
the following new Articles, reference to "the Lease" or "this
Lease" shall mean the Lease as modified by this Lease
Modification Agreement:

"15.01 Notices.  To be effective herein, any notice, consent,
approval, submission or demand given under the Lease or pursuant
to any law or governmental regulation, by Landlord to Tenant or
by Tenant to Landlord shall be in writing.  Unless otherwise
required by law or governmental regulation or the Lease any such
notice, consent, approval, submission or demand shall be deemed
given if sent by registered or certified mail, return receipt
requested, postage prepaid or overnight delivery service with
receipt of delivery (a) to Landlord, at the address of Landlord
set forth on the first page of this Lease Modification Agreement
or at such other address as Landlord may designate by notice to 

Tenant, or (b) to Tenant, then in triplicate (under separate
cover) one copy to the attention of the Vice President of Real
Estate of Tenant at Two Paragon Drive, Montvale, New Jersey
07645, one copy to the attention of the Vice President and
General Counsel of Tenant at Two Paragon Drive, Montvale, New
Jersey 07645, and one copy to the attention of the Regional
Director of .Real Estate of Tenant at 1200 White Street, S.W.,
Atlanta, Georgia 30310, or at such other addresses as Tenant may
designate by notice to Landlord.  During the period of any postal
strike or other interference with the mails, personal delivery or
overnight delivery service with receipt of delivery, shall be
substituted for registered or certified mail.  If Tenant shall be
in doubt as to Landlord's address, Tenant may send any
communication to Landlord at the address to which fixed annual
rent was last sent.

16.01  Validity.  If any provision of the Lease, or any amendment
hereto, shall be invalid or unenforceable, the remainder of the
provisions of the Lease and amendments hereto shall not be
affected thereby and each and every provision of the Lease, as
the same may be amended, shall be enforceable to the fullest
extent permitted by law.

17.01  Alterations.  Notwithstanding anything to the contrary
contained in the Lease, Tenant may, from time to time, at its own
cost and expense make such alterations, additions, enlargements,
improvements, restorations, replacements, installations and
changes, or other non-structural work (hereinafter called the
'Alterations') in, of or to the Demised Premises, as Tenant deems
necessary or desirable.  Tenant shall obtain the written approval
of Landlord in the case of "Structural Alterations" (as
hereinafter defined), which approval shall not be unreasonably
withheld or delayed by Landlord upon request of Tenant.  The term
"Structural Alterations" as used herein shall not include any
venting in or through the roof or walls or installation, changes
or closures to the windows or doors or changes to the loading
dock (including, without limitation, enclosing the loading dock). 
Landlord may only withhold approval f or Structural Alterations
if the work described in such plans and specifications diminishes
the structural integrity of Tenant's store building.  If Landlord
does not either approve or state its objections to said plans and
specifications (or any revisions thereof) within fifteen (15)
days after receipt thereof, then said plans and specifications
(or revisions) shall be deemed approved by Landlord; any
objection by Landlord with regard to Structural Alterations must
include a statement from a licensed professional engineer
explaining how the work will diminish the structural integrity of
the Demised Premises.  Landlord acknowledges and approves that
Tenant intends (but has no obligation) to undertake the
improvements described on Exhibit "C" hereto.  Tenant shall
obtain, or cause to be obtained all building permits, licenses,
temporary and permanent certificates of occupancy and other
governmental approvals which may be required in connection with
the making of any Alteration.  Landlord shall cooperate with
Tenant in obtaining all such permits, licenses, certificates or 

other governmental approvals required in connection with the
making of any Alteration and shall execute any documents required
in the furtherance of such purpose.  Tenant may, but shall not be
obligated to, remove any Alteration that was approved in advance
by Landlord.

As of the Effective Date as defined above, Landlord agrees to
promptly reimburse Tenant in the sum of up to Fifty Thousand and
00/100 ($50,000.00) Dollars upon notice from Tenant of the
completion by Tenant of all or any of the following improvements:
(i) replacement, at Tenant's option, of the front awning on the
Demised Premises, (ii) increasing the height of the existing
parapet wall in front of the Demised Premises as specified by
Tenant, (iii) installation of an additional pylon sign tower in
the Shopping Center located in the area shown on Exhibit "A"
hereto for purposes of adding Tenant's sign thereon on an
exclusive basis, subject to applicable codes and Landlord's
approval of plans therefor, which approval shall not be
unreasonably withheld or delayed, and (iv) work undertaken by
Tenant after the date hereof and prior to the Effective Date for
purposes of compliance with any applicable building codes and
regulations, which work shall be undertaken in the sole
discretion of Tenant without any continuing responsibility
therefore pursuant to the terms of Article 2.01 of the Lease
which shall remain in all respects unmodified and in full force
and effect.  Tenant shall deliver copies of any invoices in its
possession evidencing payment at the time of delivery by Tenant
of the notice of completion to Landlord for purposes of
determining the reimbursement amount payable to Tenant by
Landlord hereunder up to a maximum of Fifty Thousand and 00/100
($50,000.00) Dollars.  Tenant shall not be obligated to expend
any sums in excess of the reimbursement amount hereunder in
connection with (i)-(iv) above.

18.01  Common Area Work.  Landlord agrees to immediately commence
and diligently complete to the reasonable satisfaction of Tenant
the following work (collectively the "Landlord's Work") in the
Demised Premises and/or the Shopping Center on or prior to the
Effective Date at its own cost and expense as an inducement to
having Tenant enter into this Lease Modification Agreement and
reopen the Demised Premises for business:

1.  Increase the lighting in the parking lot for the Shopping
Center by adding additional lighting sufficient to maintain a
minimum of 2.5 foot candles of lumens with white light throughout
the Shopping Center;

2.  Repair existing pot holes in the parking lot paving, entrance
and exit drives; seal coat and restripe the parking lot for the
Shopping Center for parking for a minimum of four hundred thirty-
eight (438) cars as well as enclosures for shopping carts;

3.  Redesign the parking configuration scheme as shown on Exhibit
"A" and the service entrance as shown on Exhibit I'D" attached
hereto; and

4.  Permit Tenant to erect Tenant's operating name at the top of
the exterior pylon sign tower in the Shopping Center in the
location of the current Shopping Center name sign and otherwise
in accordance with Article 2.11 of the Lease.  Tenant is
responsible for the cost of Tenant's sign and permits needed for
such Tenant's sign in connection therewith.

Landlord shall obtain, or cause to be obtained as soon as
reasonably possible all building permits, licenses, temporary and
permanent certificates of occupancy and other governmental
approvals which may be required in connection with any of
Landlord's Work herein described.  In addition, Landlord will use
all reasonable efforts to complete the following items at its own
cost and expense on a timely basis as soon as possible:

1.  Install a wooden dumpster enclosure around the dumpster
service areas at the rear of the outparcels in the Shopping
Center; and

2.  Obtain an access driveway to and from Hawkins Store Road.

18.02  Landlord shall provide Tenant with a current copy of
Landlord's certificate of insurance obtained pursuant to Article
5.01 of the Lease prior to commencing Landlord's Work.

18.03  As a material inducement for Tenant to enter into this
Lease Modification Agreement, Landlord agrees to terminate the
lease with respect to the area within the Shopping Center,
currently occupied by a church (as shown on Exhibit "A" hereto),
on or before September 30, 1995 which is the expiration date
thereunder and to relet such area only to a tenant in a retail
business; provided, however, that such tenant may be permitted to
occupy such area for an additional thirty (30) days only as a
holdover month-to-month tenant, or for such additional thirty
(30) day time period as previously approved in writing by Tenant.

19.01  Percentage Payment.  The provisions contained in Article
10.01 of the Lease shall be replaced and modified only for the
time period from the Effective Date through January 31, 2008 by
the following:

Commencing as of the Effective Date, and in addition to fixed
annual rent, Tenant shall make annually on or before the Sixtieth
(60th) day following the closing of the applicable Lease Year, as
an additional payment, a percentage of sales payment (hereinafter
called "Percentage Payment"), in an amount equal to one (1%)
percent of all Sales (as hereinafter defined), if any, in excess
of the following:

During the portion of the initial term of the Lease as herein
modified, for the period from the Effective Date through January
31, 1996, one (1t) percent of all Sales in excess of Thirty-
seven 

Million Five Hundred Thirty-Eight Thousand Eight Hundred and
00/100 ($37,538,800.00) Dollars made by Tenant in and from the
Demised Premises for such time period.

During the period from February 1, 1996 through January 31, 1997,
one (it) percent of all Sales in excess of Twenty-Three Million
Eight Hundred Thirty-Seven Thousand Eight Hundred and 00/100
($23,837,800.00) Dollars made by Tenant in and from the Demised
Premises for such time period.

During the period from February 1, 1997 through January 31, 1998,
one (1%) percent of all Sales in excess of Twenty-Six Million Two
Hundred Sixty-Three Thousand and 00/100 ($26,263,000.00) Dollars
made by Tenant in and from the Demised Premises for such time
period.

During the period from February 1, 1998 through January 31, 1999,
one (1%) percent of all Sales in excess of Twenty-Seven Million
Six Hundred Thirty-Eight Thousand and 00/100 ($27,638,000.00)
Dollars made by Tenant in and from the Demised Premises for such
time period.

During the period from February 1, 1999 through January 31, 2000,
one (1%) percent of all sales in excess of Twenty-Eight Million
Six Hundred Thirty-Eight Thousand and 00/100 ($28,638,000.00)
Dollars made by Tenant in and from the Demised Premises for such
time period.

During the period from February 1, 2000 through January 31, 2008,
one (1%) percent of all sales with respect to each Lease Year
within such time period in excess of Twenty-Nine Million Three
Hundred Eighty-Eight Thousand and 00/100 ($29,388,000.00) Dollars
made by Tenant in and from the Demised Premises for such time
period.

The Percentage Payment shall be payable on or before the sixtieth
(60th) day following the close of the applicable Lease Year.  The
Percentage Payment for any period less than a Lease Year shall be
prorated and paid within sixty (60) days after the expiration of
such period.

The term "Sales" is hereby defined as the gross receipts of
merchandise sold by Tenant in and from the Demised Premises,
excluding therefrom however (1) cash discounts, deposit refunds
and credits, (2) rebates, refunds and allowances for merchandise
returned, (3) any sums paid, charged, or collected as an incident
to or measured by receipts or sales whether or not any such sums
be known as sales, receipts or income taxes, excise taxes, or by
any other name, which Tenant may be obligated to collect and/or
pay as a result of any law or ordinance, federal or state, county
or municipal, now or hereafter enacted, (4) cost of trading
stamps issued by Tenant to its customers, (5) receipts or
commissions from public pay telephones, (6) receipts or
commissions from vending machines or weighing machines, (7) 

receipts from delivery service, if any, (8) credits accruing to
said store arising from the transfer or exchange of merchandise
from said store to other stores or locations, (9) returns to
Tenant's warehouse or to shippers, suppliers or manufacturers,
(10) receipts from the sale of merchandise out of the ordinary
course of business, (11) receipts from sales of salvage cartons,
meat scraps, suet and other salvage merchandise, (12) receipts
from the sale of tobacco products, (13) receipts from sales at a
discount to hospitals and charitable organizations, (14) payments
received by Tenant elsewhere than at the Demised Premises on
orders taken at the Demised Premises but filled elsewhere, (15)
receipts from or arising out of sales of postage stamps, money
orders, lottery tickets and similar items, (16) cigarette taxes,
or any other tax or assessment an merchandise, (17) bad debts
arising out of sales from the Demised Premises, (18) personal
property taxes, (19) receipts, rents, fees and other charges from
and by any ATM, (20) receipts from the sale of fixtures,
equipment and personal property, (21) receipts, rents, fees,
allowances,.considerations, rebates, payments and other amounts
received from manufacturers, brokers, suppliers or any person or
entity, to stock, promote, display or advertise any product, (22)
interest on credit, sales and fees, commissions or discounts paid
by Tenant to any third party credit card, or other.credit
extension company and (23) banking, savings, lending or other
related financial transactions.

With each,Percentage Payment, Tenant shall provide Landlord with
a statement showing the amount of Sales during the preceding
Lease Year.  Such statement shall be deemed to have been accepted
by Landlord as correct unless, within thirty 130) days
thereafter, Tenant receives notice of Landlord's dissatisfaction
therewith, in which event Landlord, within thirty (30) days from
the date of said notice, may cause any reputable audit company or
certified public accountant reasonably satisfactory to and
approved for the purpose by Tenant, to examine and to audit,
during reasonable business hours, the books and records of Tenant
pertaining to Sales in and from the Demised Premises for the
purpose of verifying the accuracy of said statement.  Landlord
covenants and agrees to hold all such information in the
strictest confidence.

The determination and computation of any Percentage Payment shall
be made separately in respect of each Lease Year; it being
understood that the Sales in any Lease Year and the additional
payments which may become due and payable hereunder by reason of
such Sales shall hot be cumulative, nor have any bearing on, or
connection with, the Sales in any other Lease Year.

Tenant makes no representation or warranty that the business in
the Demised Premises will amount to any specified volume. 
Landlord and Tenant agree that Tenant has no fiduciary
relationship with Landlord and Landlord shall not hereby acquire
any interest in Tenant's business.  Nothing herein contained
shall be deemed to require that the Demised Premises be opened or

remain open for any business.

20.01  Rent Adjustment.  After the Demised Premises are reopened
for business by Tenant upon satisfactory completion of the
Landlord's Work referred to in Article 18.01 above, if the
Demised Premises remains closed thereafter for a period of time
of more than thirty (30) consecutive days for any reason other
than strike, lock-out, act of God, governmental restrictions,
enemy action, civil commotion or to permit remodeling,
alterations or repair of damage or destruction to the Demised
Premises, or due to a taking by condemnation or otherwise, or any
other reason beyond the reasonable control of Tenant, then
Landlord may at its election send Tenant thirty (30) days' prior
written notice of termination of both the rent provisions
contained in Article 2 of this Lease Modification Agreement and
the provisions of Article 19.01 (Percentage, Payment) contained
above in Article 4 of this Lease Modification Agreement.  If
prior to expiration of thirty (30) days from receipt by Tenant of
Landlord's written notice of termination referred to above, the
Demised Premises is opened for business to the public then such
notice shall be automatically nullified and be of no further
force or effect whatsoever.  If, however, upon expiration of
thirty (30) days from receipt by Tenant of Landlord's written
notice of termination referred to above, the Demised Premises
continue to remain closed for business to the public, then only
in such event shall both the fixed rent modification provisions
contained in Article 2 of this Lease Modification Agreement and
the provisions of Article 19.01 (Percentage Payment) contained
above in Article 4 of this Lease Modification Agreement
terminate, on the date which is thirty (30) days from the date of
receipt by Tenant of such written notice of termination, and the
parties agree that the terms of the Lease with respect to fixed
rent contained in Article 1.02 and percentage rent contained in
Article 10.01 of this Lease prior to the modifications contained
in this Lease Modification Agreement shall be reinstated and
payable by Tenant in accordance with the terms of such Article
1.02 and Article 10.01 effective as of such termination date."

5. Except as herein amended, the Lease is hereby ratified and
confirmed and shall continue in full force and effect.

6.  Within ten (10) days after the request of either party,
Landlord and Tenant shall execute a notice or memorandum of this
Lease Modification Agreement which shall contain a summary of
restrictive covenants, in form for recording.  In addition to
those matters necessary for recordation, the notice shall recite
those provisions of this Lease Modification Agreement that are
reasonably requested by either Landlord or Tenant.  The
requesting party shall pay the costs of recordation of such
notice or memorandum.  The parties hereto acknowledge and agree
that the Declaration of Restrictions dated March 25, 1987 and
recorded in Cobb County, Georgia on December 30, 1987 in Book
4763, Page 489 (the "Declaration") was recorded for the benefit 

of Tenant and that the restrictive covenants contained therein
are not hereby modified in any respect as a result of this Lease
Modification Agreement and that the restrictive covenants
contained in such Declaration shall continue to run with all
lands affected thereby unmodified and in full force and effect
for the greater of twenty (20) years, or the term of the Lease,
subject to renewal thereof.  It is further agreed that such
Declaration (and the restrictive covenants contained therein)
shall. not be modified, amended, terminated, cancelled or
otherwise altered in any respect without the prior written
consent of Tenant obtained in each instance.

7.  This Lease Modification Agreement shall bind and inure to the
benefit of and may be enforced by the parties hereto and their
respective heirs, legal representatives, successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this
document on the date first above written.

WITNESS:                     LANDLORD:
                             MID-ATLANTIC CENTERS LIMITED
                             PARTNERSHIP, a Maryland limited
                             partnership

                             By:  FW REALTY LIMITED PARTNERSHIP,
                                  a District of Columbia limited
                                  partnership, General Partner

                             By:  FW CORPORATION, a District of
                                  Columbia corporation,
                                  General Partner

/s/ Jeffery Distenfeld       By:  /s/William J. Wolfe
                                  Name: William J. Wolfe
                                  Title: President    

                             As To Landlord

/s/ Mary Jane Geraci
    Notary Public

ATTEST:                      TENANT:
                             THE GREAT ATLANTIC & PACIFIC TEA
                             COMPANY, INC.

/s/ Mary Ellen Offer         By: /s/ Brian P
    Asst. Secretary              Vice President

                             As to Tenant

1275u/095575
09/18/95

                              EXHIBIT "A"

         This exhibit is a complete site plan/analysis.  It
includes a site location map, parking detail, and plot plan.  The
shopping center and the surrounding property are surveyed. 
Complete measurements of the site dimensions, building dimensions
and locations, and parcel divisions are provided.  Total acreage
and parking availability is stated.     

                              EXHIBIT "B"

Mortgage in the original principal amount of $6,000,000.00 dated
December 30, 1987 and recorded on December 30, 1987 in Cobb
County, Georgia in Book 4763, Page 529.

                              EXHIBIT "C"

A&P #41-678
4290 Bells Perry Road
Kennesaw, Georgia 30144

                     GENERAL SCOPE OF WORK OVERVIEW
                      REQUIREMENTS TO REOPEN STORE

1.  Install surplus checkstands and IBM system.
2.  New lighted lane markers and cigarette fixture in line with
    checkout.
3.  Replace one safe.
4.  Install new Market Place Produce Kit (B Store).
5.  Remodel Floral Department.
6.  Add suspended lighting over Produce Islands.
7.  Replace 281 Service Deli and 8' Hot Table.
8.  Abandon Cheese Shop.
9.  Install additional 121 Multi-Deck Cheese for 241 Cheese Pizza
    Delivery.
10. Rework Meat line up, add 361 Lunch Meat in line.
11. Abandon Service Meat Department.
12. Expand Dairy 32' (old Lunch Meat modified with added 
    shelves).
13. Rework Seafood line up (with some new equipment).
14. Rework Bakery line up (with some new equipment).
15. Replace part of shelving (existing Hussman brand - none
    available for reset).
16. General Repairs.  Floor Tile, ceiling cleaning, steam clean,
    etc.
17. Paint.
18. Minimum Decor Package, speed track, sign kits, H. Signs.
19. Refrigeration recharge, start up, tune up, add on.
20. HVAC start up, tune up.
21. Pharmacy computer replace (existing used for upgrades other
    stores).
22. New shopping carts.
23. New handicap motorized carts.
24. New front elevation (more massive look).
25. Reinstall existing pylon and building signs.
26. Architectural work (elevation plans upgrade for permits, new
    occupancy permit required).
27. Install additional pylon sign tower in the area shown on
    hereof. 

Basic Info X:

Name: PURCHASE AND SALE AGREEMENT
Type: Purchase and Sale Agreement
Date: April 1, 1996
Company: MID ATLANTIC CENTERS LIMITED PARTNERSHIP
State: Maryland

Other info:

Date:

  • 29th day of December , 1995
  • January 1
  • November 27 , 1995
  • November 21 , 1995
  • December 4 , 1995
  • June 30 , 1996
  • December 29 , 1995
  • November 25 , 1991
  • December 1 , 1995
  • August 12 , 1987
  • July 23 , 1987
  • December 1 , 1987
  • October
  • April 22 , 1987
  • June 4 , 1987
  • December 7 , 1995
  • June 22 , 1987
  • December 31 , 1994
  • 4th day of December , 1995
  • April 27 , 1987
  • February 1 , 2008
  • January 31 , 2013
  • February 1 , 2013
  • January 31 , 2018
  • February 1 , 2018
  • January 31 , 2023
  • February 1 , 2023
  • January 31 , 2028
  • September 30 , 1995
  • January 31 , 1996
  • February 1 , 1996
  • January 31 , 1997
  • February 1 , 1997
  • January 31 , 1998
  • February 1 , 1998
  • January 31 , 1999
  • February 1 , 1999
  • January 31 , 2000
  • February 1 , 2000
  • January 31 , 2008
  • March 25 , 1987
  • December 30 , 1987

Organization:

  • National Environmental Policy
  • David A. Burre & Associates , Inc.
  • ALTA Form B Owners Policy of Title Insurance
  • Hundred Fifty Thousand Dollars
  • Cost of Buyer
  • Inspection Period Buyer
  • Time and Place of Closing
  • Property Operating Statements
  • The Great Atlantic & Pacific Tea Company , Inc.
  • Operation of Property
  • Update Environmental Site Assessment of Orchard Square Shopping Center
  • Environmental Management Group
  • Comprehensive Environmental Response
  • Internal Revenue Service
  • Internal Revenue Code
  • First Washington Management , Inc.
  • Board of Directors of Buyer
  • Title Insurance Commitment
  • Miscellaneous Title Matters
  • Seventy-Five Thousand Dollars
  • Thirty Thousand Dollars
  • Three Thousand Five Hundred Dollars
  • Special Tenant Improvements
  • General Partner of Seller
  • Georgia Department of Natural Resources
  • Service Company , Inc.
  • Earnest Money Deposit
  • & P Reimbursement Escrow
  • Mid-Atlantic Centers Limited Partnership co First Washington Management , Inc
  • Esquire 4350 East-West Highway
  • Kuney & Krupin
  • Murchison , Ashby & Taylor Attention
  • Esquire P. O
  • United States Postal Service
  • Time of Essence
  • Regency Realty Corporation
  • FW Realty Limited Unofficial Witness Partnership
  • District of Columbia Corporation
  • BFI Waste Systems
  • First Washington Development Group
  • Armay Development Corp.
  • Department of Transportation , State of Georgia
  • Cobb Electric Membership Corporation
  • Declaration of Restrictions
  • Armay Development Corporation
  • Hawkins Store Development Co.
  • Reed Drug Company
  • Department of Transportation under Declaration of Taking
  • Cobb County Superior Court
  • Cobb County Records
  • 2nd Section of Cobb County
  • Commonwealth Land Title Insurance Company
  • David A. Burre & Assoc. , Inc.
  • Shell Oil Company
  • Partial Termination of Rights Under Declaration of Plan of Easements
  • MidAtlantic Centers Limited Partnership
  • Statements of Operations
  • Maryland Limited Partnership
  • Alabama General Partnership
  • The Mitchell Company
  • The Grand Union Company
  • the Superior Court Clerk of Cobb County
  • Northeast quadrant of Bells Ferry Road
  • Fifteen Thousand Four Hundred Sixteen
  • Hundred Sixty Thousand
  • Thirteen Thousand Three Hundred Thirty Three
  • Twelve Thousand Five Hundred
  • General Counsel of Tenant
  • Two Paragon Drive
  • Regional Director of .Real Estate of Tenant
  • Hawkins Store Road
  • Twenty-Three Million Eight Hundred Thirty-Seven Thousand Eight Hundred
  • Twenty-Nine Million Three Hundred Eighty-Eight Thousand
  • Tenant of Landlord
  • Lease Modification Agreement terminate
  • FW REALTY LIMITED PARTNERSHIP
  • General Partner s Jeffery Distenfeld
  • Remodel Floral Department
  • Cheese Pizza Delivery
  • Abandon Service Meat Department

Location:

  • 10:00 A.M.
  • Earnest
  • N.W.
  • Washington
  • D.C.
  • Jacksonville
  • Etc
  • Florida
  • ULMER
  • MURCHISON
  • M.D.
  • Alabama
  • U.S.
  • Bethesda
  • 1-575
  • triplicate
  • Montvale
  • New Jersey
  • S.W.
  • Atlanta
  • Demised Premises
  • Maryland
  • Cobb County
  • Kennesaw
  • Georgia
  • Produce Islands

Money:

  • $ 5,250,000
  • $ 102,500
  • $ 25,000
  • $ 75,000
  • $ 30,000
  • $ 45,000
  • $ 3,500
  • $ ]
  • $ 200,000.00 Dollars
  • $ 16,666.67 Dollars
  • $ 185,000.00 Dollars
  • $ 15,416.67 Dollars
  • $ 170,000.00 Dollars
  • $ 14,166.67 Dollars
  • $ 160,000.00 Dollars
  • $ 13,333.33
  • $ 150,000.00 Dollars
  • $ 12,500.00 Dollars
  • $ 50,000.00 Dollars
  • $ 37,538,800.00 Dollars
  • $ 23,837,800.00 Dollars
  • $ 26,263,000.00 Dollars
  • $ 27,638,000.00 Dollars
  • $ 28,638,000.00 Dollars
  • $ 29,388,000.00 Dollars
  • $ 6,000,000.00

Person:

  • Morris Srochi
  • Edward Dosik
  • William R. Kitchin
  • William J. Wolfe Jeffrey S. Distenfeld
  • Hagner
  • Ulmer
  • William E. Scheu
  • Robert L. Miller
  • Bruce M. Levy_
  • Deborah L. Spadea
  • W. I. Gulliford III
  • Jeffrey H. Hasty
  • Charles L. Hutchinson
  • James F. Nalley
  • Carolyn S. Rude
  • David A. Burre
  • sWilliam J. Wolfe
  • Mary Jane Geraci
  • Mary Ellen
  • Brian P Asst

Time:

  • 4:02 P.M.
  • 4:03 P.M.
  • 4:05 P.M.

Percent:

  • seventy percent
  • 70 %
  • 1 % percent