REINSTATEMENT AGREEMENT

 FIRST AMENDMENT TO
                            REINSTATEMENT AGREEMENT

         THIS AGREEMENT,  is made as of November 30, 1998, by and between BENEVA
SHOPS  ASSOCIATES,  LTD.,  a  Florida  limited  partnership  ("Seller")  and RRC
ACQUISITIONS TWO, INC., a Florida corporation ("Buyer").

                           W I T N E S S E T H:

         Seller and Buyer and RRC ACQUISITIONS,  INC.  heretofore entered into a
Reinstatement  Agreement  dated  as  of  October  28,  1998  (the  "Agreement"),
concerning  the sale by Seller and  acquisition  by Buyer,  as  Assignee  of RRC
ACQUISITIONS,  INC., of certain real and personal  property  described  therein,
located in Sarasota,  Florida. Seller and Buyer desire to amend the Agreement as
provided herein.

         NOW  THEREFORE,  in  consideration  of Ten Dollars  ($10.00)  and other
valuable  consideration,  including the covenants herein  contained,  Seller and
Buyer acknowledge and agree as follows:

    1. Section  1.19 of Exhibit "A" of the  Agreement is amended to read as
       follows:

         1.19 Inspection  Period means the period of time which expires
         at 11:59 PM, eastern standard time, on Tuesday, December 8, 1998.

    2. As  modified  hereby,  the  Agreement  continues  in full  force and
       effect.

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

Witnesses:                                      RRC ACQUISITIONS TWO, INC.,
                                                 a Florida corporation

Name:                                       
                                                  By:                       
                                                  Its:                      

Name:                                              Date:                    

                                             Tax Identification No. 59-3210155

                                                              "BUYER"

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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

                                        Date:                                  

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Basic Info X:

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

Other info:

Date:

  • November 30 , 1998
  • October 28 , 1998
  • Tuesday
  • December 8 , 1998

Organization:

  • BENEVA SHOPS ASSOCIATES
  • Sarasota Beneva Company , Ltd.
  • RAB Holdings , Inc.
  • WRC Holdings , Inc.

Location:

  • Sarasota
  • Florida
  • Texas

Money:

  • Ten Dollars
  • $ 10.00

Person:

  • William R. Cooper