REINSTATEMENT AGREEMENT

 REINSTATEMENT AGREEMENT

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

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

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

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

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

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

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

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

Witnesses:                                   RRC ACQUISITIONS, INC.,
                                             a Florida corporation

Name:                               
                                             By:                    
                                             Its:                     

Name:                                        Date:                     

                                             Tax Identification No. 59-3210155

                                                              "BUYER"

                                             RRC ACQUISITIONS TWO, INC.,
                                             a Florida corporation

Name:                               
                                             By:                           
                                             Its:                          

Name:                                        Date:                        

                                             Tax Identification No. 59-3478325

                                                 "ASSIGNEE"

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                                         BENEVA SHOPS ASSOCIATES, LTD.,
                                         a Florida limited partnership

                                         By Its General Partner:

                                         Sarasota Beneva Company, Ltd.,
                                         a Florida limited partnership

                                         By Its General Partners:

                                         RAB Holdings, Inc., a Florida
Name:                                    corporation

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

                                         WRC Holdings, Inc., a Texas
Name:                                    corporation

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

                                         Tax Identification No: 75-2018292

                                               "SELLER"

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                             JOINDER OF ESCROW AGENT

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

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

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

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

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

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

                     ROGERS, TOWERS, BAILEY, JONES & GAY

                     By:                                         
                     Its Authorized Agent

                    Date:                                       

                   "ESCROW AGENT"

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                                   EXHIBIT "A"
                                       TO
                             REINSTATEMENT AGREEMENT

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

1.  DEFINITIONS

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

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

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

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

         1.4      Buyer  means RRC Acquisitions Two, Inc.

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

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

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

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

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

         1.10 Environmental  Claim means any investigation,  notice,  violation,
demand, allegation,  action, suit, injunction,  judgment, order, consent decree,
penalty, fine, lien, proceeding, or claim (whether administrative,  judicial, or
private in nature) arising (a) pursuant to, or in connection  with, an actual or
alleged  violation  of,  any  Environmental  Law,  (b) in  connection  with  any
Hazardous Material or actual or alleged Hazardous

Material Activity, (c) from any abatement,  removal,  remedial,  corrective,  or
other response action in connection with a Hazardous Material, Environmental Law
or other  order of a  governmental  authority  or (d) from any actual or alleged
damage, injury,  threat, or harm to health,  safety,  natural resources,  or the
environment.

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

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

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

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

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

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

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

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

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

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

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

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

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

                (b) Rights of tenants under Leases; and

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

         1.23 Personal  Property  means all (a)  sprinkler,  plumbing,  heating,
air-conditioning,  electric  power or lighting,  incinerating,  ventilating  and
cooling systems, with each of their respective  appurtenant  furnaces,  boilers,
engines, motors, dynamos,

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radiators, pipes, wiring and other apparatus, equipment and fixtures, elevators,
partitions,  fire  prevention  and  extinguishing  systems  located in or on the
Improvements,  (b) all Materials,  and (c) all other  personal  property used in
connection  with  the  Improvements,  provided  the  same  are now  owned or are
acquired by Seller prior to the Closing.

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

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

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

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

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

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

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

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

 1.32 Seller Financial Statements means the unaudited balance sheets and
statements of income,  cash flows and changes in financial positions prepared by
Seller for the Property, as of and for the two (2) calendar years next preceding
the date of this

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Agreement and all monthly  reports of income,  expense and cash flow prepared by
Seller for the Property,  which shall be consistent with past practice,  for any
period  beginning after the latest of such calendar  years,  and ending prior to
Closing.

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

         1.34 Survey means the survey prepared by George F. Young,  Inc.,  dated
August 18, 1989, last revised and recertified on November 7, 1997, to be updated
to a date not earlier than thirty (30) days prior to the  Closing,  and which is
certified  to  Buyer,  Seller,  the  Title  Insurance  company  providing  Title
Insurance to Buyer, and Buyer's lender,  and dated as of the date the Survey was
made.

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

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

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

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

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

 2.  PURCHASE PRICE AND PAYMENT

      2.1   Purchase Price; Payment.

  (a)      Purchase Price and Terms.  The total Purchase Price for the
Property (subject to adjustment as provided herein) shall be $11,422,781.  The
Purchase Price shall be payable in cash at Closing.

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

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

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

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

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

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

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

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

    2.3  Closing Costs.

     (a)      Seller shall pay:

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

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

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

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

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

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

     (b) Buyer shall pay:

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

     (2) Cost of the Survey;

     (3) Cost of recording the deed; and

     (4) Buyer's attorneys' fees.

      3. INSPECTION PERIOD AND CLOSING

    3.1  Inspection Period.

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

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

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

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

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

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

 - 9 -

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

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

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

          4.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER

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

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

- - 10 -

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

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

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

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

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

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

- - 11 -

stated on the Rent Roll. No tenants under the Leases are entitled to interest on
any  security  deposits.  No tenant  under any Lease has or will be promised any
inducement, concession or consideration by Seller other than as expressly stated
in such  Lease,  and  except  as  stated  therein  there are and will be no side
agreements between Seller and any tenant.

         4.8  Financial  Statements.  Each of the  Seller  Financial  Statements
delivered or to be delivered to Buyer  hereunder  has or will have been prepared
in  accordance  with the books and records of Seller and presents  fairly in all
material respects the financial condition,  results of operations and cash flows
for the  Property  as of and for the  periods to which they  relate.  All are in
conformity with generally accepted accounting principles applied on a consistent
basis.  There  has been no  material  adverse  change in the  operations  of the
Property or its  prospects  since the date of the most recent  Seller  Financial
Statements.  Seller  covenants to furnish promptly to Buyer copies of the Seller
Financial  Statements  together with unaudited  updated  monthly reports of cash
flow for interim  periods  beginning  after  December  31,  1997.  Buyer and its
independent  certified  accountants  shall be given access to Seller's books and
records  at any time  prior to and for six (6)  months  following  Closing  upon
reasonable advance notice in order that they may verify the financial statements
prior to Closing.  Seller agrees to execute and deliver or to cause its property
manager  to  execute  and  deliver  to  Buyer  or  its   accountants  the  Audit
Representation  Letter  should  Buyer's  accountants  audit the  records  of the
Shopping Center.

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

         4.10  Maintenance  and  Operation of Property.  From and after the date
hereof and until the Closing,  Seller covenants to keep and maintain and operate
the  Property  substantially  in the  manner  in  which  it is  currently  being
maintained  and operated and  covenants  not to cause or permit any waste of the
Property nor undertake any action with respect to the operation  thereof outside
the ordinary course of business without

 - 12 -

Buyer's prior written consent, which consent shall not be unreasonably withheld.
In connection  therewith,  Seller  covenants to make all  necessary  repairs and
replacements  until the Closing so that the Property  shall be of  substantially
the same  quality and  condition  at the time of Closing as on the date  hereof.
Seller  covenants not to remove from the  Improvements  or the Real Property any
article  included in the Personal  Property.  Seller  covenants to maintain such
casualty  and  liability  insurance  on the  Property as it is  presently  being
maintained.

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

         4.12 Rent  Roll;  Tenant  Estoppel  Letters.  The Rent Roll is true and
correct in all material  respects.  Seller agrees to use  reasonable  efforts to
obtain Tenant Estoppel Letters dated within thirty (30) days of Closing from all
Tenants under Leases,  which Tenant  Estoppel  Letters shall confirm the matters
reflected by the Rent Roll as to the particular tenant.

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

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

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

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

- - 13 -

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

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

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

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

- - 14 -

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

     5.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF BUYER

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

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

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

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

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

- - 15 -

6.  POSSESSION; RISK OF LOSS

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

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

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

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

   7.  TITLE MATTERS

         7.1      Title.

                  (a) Title Insurance and Survey.  Seller has provided or caused
to be provided to Buyer the Title  Insurance  Commitment and the Survey (each of
which are to be  updated),  and Buyer hereby  acknowledges  receipt of the same.
Buyer  has  made  comments   concerning  a  previously  issued  title  insurance
commitment  (but not the  Survey),  by letter  dated  October  27,  1997,  which
comments were not resolved by the Title Insurance Commitment,  and such comments
are hereby  renewed.  Buyer  will have  through  the last day of the  Inspection
Period to notify Seller in writing of any additional  objections,  encroachments
or other matters not  acceptable  to Buyer.  Any  unresolved  objection on which
Buyer commented in its October 27, 1997, letter, or which Buyer hereafter raises
during the Inspection  Period shall be deemed an objection.  Seller shall notify
Buyer in writing  within  five (5) days of Buyer's  notice if Seller  intends to
cure any Title Defect or other objection. If Seller elects to cure, Seller shall
use diligent efforts to cure the Title Defects and/or  objections by the Closing
Date (as it may be  extended).  If Seller  elects  not to cure or if such  Title
Defects and/or objections are not cured,  Buyer shall have the right, in lieu of
any other  remedies,  to: (i) refuse to purchase the  Property,  terminate  this
Agreement and receive a return of the Earnest Money Deposit;

 - 16 -

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

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

  8.  CONDITIONS PRECEDENT

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

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

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

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

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

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

 - 17 -

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

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

                  (e) The physical and  environmental  condition of the Property
shall  be  unchanged  from the date of this  Agreement,  ordinary  wear and tear
excepted  and  except  for  any  activities  conducted  in  the  preparation  or
implementation of the Remedial Action Plan.

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

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

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

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

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

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

 - 18 -

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

     (7) All Tenant  Estoppel  Letters  obtained  by Seller, which must include 
         Publix,  Walgreens,  Ross Dress for Less, Shaner's,  Inc., Mae's
         Fabrics and eighty  percent  (80%) of the other  tenants who have 
         signed leases for any portion of the Property, without any material
         exceptions, covenants or changes to the form  approved by Buyer and  
         distributed to the tenants by Seller, the substance of which Tenant 
         Estoppel Letters must confirm the Rent Roll;

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

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

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

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

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

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

    (14) Materials; and

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

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

 - 19 -

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

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

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

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

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

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

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

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

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

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

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

    9.  PRE-CLOSING BREACH; REMEDIES

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

- - 20 -

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

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

    10.  INTENTIONALLY OMITTED

    11.  MISCELLANEOUS

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

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

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

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

- - 21 -

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

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

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

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

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

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

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

- - 22 -

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

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

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

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

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

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

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

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

- - 23 -

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

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

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

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

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

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

- - 24 -

                                     EXHIBIT

                           Audit Representation Letter

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

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

Dear Sirs:

         We are  providing  this  letter in  connection  with your  audit of the
Statement  of  Revenues  and  Certain  Expenses  for  the  twelve  months  ended
________________,  for the  purpose of  expressing  an opinion as to whether the
financial  statement presents fairly, in all material  respects,  the results of
its  operations of  __________________  in conformity  with  generally  accepted
accounting principles.

         Certain  representations  in this letter are described as being limited
to matters that are material. Items are considered material, regardless of size,
if they involve an omission or misstatement of accounting  information  that, in
the light of surrounding circumstances, makes it probable that the judgment of a
reasonable  person relying on the information  would be changed or influenced by
the omission or misstatement.

         We confirm,  to the best of our  knowledge  and belief,  the  following
representations made to you during your audit:

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

         2.       We have made available to you:

                  a.       All financial records and related data.

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

         3.       There have been no:

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

                  b.       Instances of fraud involving others that could have a
                           material  effect  on the  Statement  of  Revenue  and
                           Certain Expenses.

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

         4.       There are no:

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

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

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

                  d.       Events    that   have    occurred    subsequent    to
                           ______________  and  through  the date of this letter
                           that would require adjustment to or disclosure in the
                           Statement of Revenues and Certain Expenses.

         5.       The  Company  has  complied  with all  aspects of  contractual
                  agreements  that would have a material effect on the Statement
                  of   Revenues   and   Certain   Expenses   in  the   event  of
                  noncompliance.

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

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

                                     Very truly yours,

                                     "Seller/Manager"

                                      Name
                                      Title

                                     EXHIBIT

                        Environmental Assessment Reports

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

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

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

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

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

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

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

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

9.       Contamination Assessment Report; LFR, June, 1998

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

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

                                     EXHIBIT

                         Environmental Escrow Agreement

                                     EXHIBIT

                       Legal Description of Real Property

                                     EXHIBIT

                                    Rent Roll

                                     EXHIBIT

                             Form of Estoppel Letter

                                            _____________________, 199_

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

         RE:      ___________________________ (Name of Shopping Center)

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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

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

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

The  undersigned  makes this statement for your benefit and protection  with the
understanding  that you intend to rely upon this  statement in  connection  with
your  intended  purchase of the above  described  Premises  from  Landlord.  The
undersigned  agrees that it will,  upon receipt of written notice from Landlord,
commence to pay all rents to you or to any Agent acting on your behalf.

                      Very truly yours,

                      -------------------------------------------
                      ____________________________________(Tenant)

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

                                     EXHIBIT

                              DOCUMENT REQUEST LIST

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

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

 

Basic Info X:

Name: REINSTATEMENT AGREEMENT
Type: Reinstatement Agreement
Date: March 15, 1999
Company: REGENCY CENTERS CORP
State: Florida

Other info:

Date:

  • October , 1998
  • October 21 , 1997
  • December 8 , 1997
  • December 23 , 1997
  • December 29 , 1997
  • January 15 , 1998
  • January 17 , 1998
  • January 27 , 1998
  • thirtieth 30th day after the earlier
  • November 1 , 1998
  • August 18 , 1989
  • November 7 , 1997
  • November 3 , 1997
  • December 31 , 1997
  • last day of the
  • October 27 , 1997
  • September , 1996 2
  • September , 1996 3
  • April , 1997 4
  • June , 1997 5
  • July , 1997 6
  • November , 1997 7
  • December , 1997 8
  • February , 1998 9
  • June , 1998 10
  • April , 1997 11
  • June 1 , 1998
  • 3 Years 18
  • 3 Years 19
  • last 12

Organization:

  • Buyer and Buyer
  • Sarasota Beneva Company , Ltd.
  • RAB Holdings , Inc.
  • WRC Holdings , Inc.
  • Comprehensive Environmental Response
  • National Environmental Policy
  • Remedial Action Plan
  • George F. Young , Inc.
  • Title Insurance to Buyer
  • ALTA Form B Owners Policy of Title Insurance
  • Commitment for Title Insurance
  • Commonwealth Land Title Insurance Company
  • First Union National Bank
  • Dames & Moore
  • Florida Department of Environmental Protection
  • Time and Place of Closing
  • Seller Financial Statements
  • Operation of Property
  • Disclaimer of Certain Warranties
  • Board of Directors of Buyer
  • Title Insurance and Survey
  • Miscellaneous Title Matters
  • Publix Walgreens Ross Dress for Less Shaner 's , Inc. Mae
  • Title Insurance Commitment
  • All Tenant Estoppel Letters
  • Certificates of Seller
  • Environmental Escrow Agreement
  • Earnest Money Deposit to Seller if Seller
  • Sarofim Realty Advisors Co
  • Suite 3175 Tampa
  • Beneva Shops Associates , Ltd.
  • N. Central Expressway
  • Jameson & Carroll
  • Stutzman & Bromberg
  • Rogers , Towers
  • United States Postal Service
  • Time of Essence
  • Statement of Financial Accounting Standards No
  • Malcolm-Pirnie , Inc.
  • HSA Environmental , Inc.
  • Beneva Place Apartments ; Nutting Environmental of Florida , Inc.
  • Vacuum-Enhanced Recovery for Interim Remediation of Tetrachloroethene
  • RRC Acquisitions Two , Inc. Regency Centers
  • W. Forsyth St.
  • Built Plans & Specs
  • & Lease Briefs 7 Certificates of Occupancy
  • Date Financials & YTD
  • Existing Title Insurance Policy 29 Available Inspection

Location:

  • Riverplace Blvd.
  • 10:00 A.M.
  • Earnest
  • Dallas
  • Texas
  • St. Jacksonville
  • Bailey
  • Esq
  • Etc
  • Florida
  • Landlord

Money:

  • $ 10.00
  • $ 11,422,781
  • $ 25,000
  • $ 12,500
  • $ 87,500
  • $ 900,000
  • $ 1,000

Person:

  • Richard
  • Jeff C. Spelman 8201 Preston Road
  • William R. Cooper
  • Donohoe
  • Rebecca Hurley
  • Myron D. Stutzman
  • Robert L. Miller
  • W. Forsyth
  • William E. Scheu

Time:

  • midnight
  • 8:00 A.M.

Percent:

  • eighty percent
  • 80 %