REINSTATEMENT AGREEMENT

 SECOND AMENDMENT TO
                             REINSTATEMENT AGREEMENT

         THIS  AGREEMENT,  is made as of December 8, 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,  as  amended  (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. Buyer hereby  notifies  Seller,  that subject to the  conditions  to
Closing set forth in the Agreement and to the  additional  conditions  set forth
herein, Buyer has elected to proceed to closing of the transaction  contemplated
hereby.

         2. Section  2.1(a) of Exhibit "A" of the Agreement is replaced with the
following:

   (a) Purchase Price and Terms. The total Purchase Price for the
       Property  (subject to adjustment as provided  herein) shall be
       $11,288,850.00. The Purchase Price shall be payable in cash at
       Closing.

   3. 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"

- - 1 -

                                              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: 

Basic Info X:

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

Other info:

Date:

  • December 8 , 1998
  • October 28 , 1998

Organization:

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

Location:

  • Sarasota
  • Florida
  • Texas

Money:

  • Ten Dollars
  • $ 10.00
  • $ 11,288,850.00

Person:

  • William R. Cooper