PURCHASE AND SALE AGREEMENT

 PURCHASE AND SALE AGREEMENT

     THIS  AGREEMENT is made as of the 19th day of June 1996,  between  NORCOM
DEVELOPMENT,  INC., a North Carolina corporation ("Seller"), on behalf of itself
and the entities who have executed the Consent and Joinder  attached hereto (the
"Owning Entities"), and RRC ACQUISITIONS, INC., a Florida corporation ("Buyer").

                                          Background

        Buyer wishes to purchase two (2) shopping centers known  respectively as
"City View Shopping  Center",  in Charlotte,  North Carolina,  and "Union Square
Shopping Center", in Monroe, North Carolina,  both of which are owned by Seller;
and Seller wishes to sell the shopping centers to Buyer.

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

                                        1.  DEFINITIONS

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

        1.1    Agreement means this 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 Anchor Tenants and Credit Tenants are the tenants identified as such
for each Shopping Center as set forth on Exhibit 1.3 attached hereto.

        1.4 Approved  Lease means a Lease listed on each Rent Roll,  as approved
by Seller  and Buyer in the case of each  Shopping  Center,  which Rent Roll for
Union Square Shopping Center includes without  limitation leases which cover the
Expansion Space;  and any additional lease written on a Buyer-approved  standard
form without  material  modification (or other form approved by Buyer) having an
initial  term of no less than five (5) years in the case of the  Anchor  Tenants
and  Credit  Tenants  listed on each Rent  Roll,  and  other  so-called  "credit
tenants," recognized as such in the industry,  and of three (3) years with other
in place third party tenants,  each of whom must be unaffiliated with Seller and
creditworthy  in  Buyer's   reasonable   judgment  and  experienced  in  Buyer's
reasonable  judgment in the  operation  of the type of  business  proposed to be
conducted at the leased  premises.  A Lease shall not be  considered an Approved
Lease  unless it provides  for rents,  cost  sharing and  concessions  which are
comparable  to that  which  Buyer  considers  to be  "market"  for the  Shopping
Center's trade area.

        1.5 Audit  Representation  Letter means the form of Audit Representation
Letter attached hereto as Exhibit 1.5.

        1.6 Buyer means RRC Acquisitions,  Inc., a Florida corporation (which is
a subsidiary of Regency Realty Corporation,  a Florida corporation ["Regency"]),
or any other  wholly-owned  subsidiary  of Regency  designated to acquire one or
more of the Shopping Centers.

        1.7    Capitalization Rate means ten and thirty-five one hundredths
percent (10.35%).

        1.8  Closing  means  generally  the  execution  and  delivery  of  those
documents  and funds  necessary  to effect the sale of the  Shopping  Centers by
Seller to Buyer.

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

        1.10  Contracts  means  all  service  contracts,   agreements  or  other
instruments to be assigned by Seller to Buyer at Closing.

        1.11   Day means a calendar day.

        1.12 Earnest Money Deposit means the deposits  delivered to Escrow Agent
pursuant  to Sections  2.1(c) and 3.1(c) of this  Agreement,  together  with the
earnings thereon, if any, which earnings shall be considered part of the Earnest
Money Deposit for all purposes.

     1.13 Escrow Agent means Chicago Title  Insurance  Company,  1465  Charlotte
Plaza, Charlotte,  North Carolina 28244, Attention: John Noblitt, (704) 332-7509
Facsimile.
        
     1.14 Effective Gross Income means twelve (12) months "base" or "minimum"
rent plus expense  reimbursement  recoveries under a particular  Approved Lease,
less (i) all free rent, cash payments and allowances and other concessions, (ii)
a credit charge of five percent  (5.0%) of such rent and  recoveries  unless the
Approved  Lease is a Lease with an Anchor or Credit  Tenant,  (iii) a management
fee charge of four percent (4.0%) of such rent and recoveries, and (iv) a charge
for  variable  operating  expenses  in an amount to be agreed upon by Seller and
Buyer during the Inspection Period.

        1.15  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.

                                            -2-

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

        1.17 Expansion  Approved  Leases are those Approved  Leases noted on the
Rent Roll as Expansion  Approved  Leases which cover  premises in the  Expansion
Space, which are now under construction.

        1.18  Expansion  Space means the space  identified  as such on the Union
Square Shopping Center Site Plan, which in the aggregate is approximately 13,353
square feet of store space.

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

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

        1.21  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.

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

                                            -3-

        1.23 In Place Gross Income means twelve (12) months  "base" or "minimum"
rent plus expense  reimbursement  recoveries  under a particular  Approved Lease
with an enterprise that is open for business in a Shopping Center,  as stated in
such Approved Lease and confirmed by a Tenant Estoppel Letter,  as projected for
the twelve (12) month period  commencing with the Closing Date and ending twelve
(12) months  thereafter,  such  projection to be agreed upon by Seller and Buyer
during the  Inspection  Period.  In order that an Approved Lease may qualify for
inclusion in In Place Gross Income or Effective  Gross  Income,  as the case may
be, a  particular  Approved  Lease  must have  satisfied  each of the  following
conditions:

               (a)    The Approved Lease shall have been executed by each of the
parties;

               (b) The  tenant  shall  have  accepted  the space and be open for
business therein and paying rent beyond any "free rent" period; and

               (c) The  tenant  shall have  executed  and  delivered  to Buyer a
Tenant  Estoppel  Letter  regarding its lease and occupancy  which  confirms the
terms  and  conditions  of the  Lease as  stated  in the Rent Roll and the Lease
furnished to Buyer.

        1.24 Inspection Period means the period of time which expires at the end
of business on June 27, 1996.

        1.25 Leases means all leases and other occupancy  agreements  permitting
persons to lease or occupy all or a portion of each Shopping Center.

        1.26  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
each Property,  and any proposed improvements thereto, which Seller may lawfully
transfer to Buyer except  that,  as to financial  and other  records,  Materials
shall include only photostatic copies.

        1.27 Outlots are those  parcels  identified as outlots  adjoining  Union
Square  Shopping Center on the Site Plan, and are those parcels to be identified
by Buyer  and  Seller  as  outlots  in City  View  Shopping  Center  during  the
Inspection Period.

        1.28   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;
                                           -4-

               (c) General public utility easements  (non-specific) and specific
utility  and  drainage  easements  which  serves  each  Property,  none of which
materially encroach upon any buildings located thereon; and

               (d) Other  matters  which are not  timely  specified  in  Buyer's
notice to Seller of Title Defects pursuant to Section 7.1 hereof.

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

        1.30 Property means collectively the Real Property, the Improvements and
the Personal Property constituting each Shopping Center.

        1.31 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.

        1.32 Purchase Price means the  consideration  agreed to be paid by Buyer
to Seller for the  purchase  of the  Shopping  Centers as set forth in Article 2
(subject to adjustments as provided herein).

        1.33 Real Property  means the lands upon which each  Shopping  Center is
constructed,  as  depicted  on the  Site  Plan,  together  with  all  easements,
licenses,  privileges,  rights of way and other  appurtenances  pertaining to or
accruing to the benefit of each.

        1.34 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.

        1.35 Rent Roll means a list of Approved  Leases,  certified by Seller as
accurate,  identifying  with  particularity  the space in each  Shopping  Center
leased by each  tenant,  the term  (including  extensions),  square  footage and
applicable rent, common area maintenance,  tax and other reimbursable  expenses,
security  deposits and similar  data.  The initial  Rent Roll for each  Shopping
Center is attached hereto as Exhibit 1.35. A revised Rent Roll shall be prepared
and agreed to by Seller and Buyer during the Inspection  Period based on Buyer's
review of the Approved Leases, Tenant Estoppel Letters and other Materials.

                                            -5-

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

        1.37 Seller Financial  Statements means the unaudited balance sheets and
statements  of income,  cash flows and changes in financial  positions of Seller
for  each  Shopping  Center,  as of and  for the two  (2)  calendar  years  next
preceding the date of this Agreement and all monthly reports of income,  expense
and cash flow prepared by Seller for each,  which shall be consistent  with past
practice for all monthly periods after the latest of such calendar years.

        1.38 Shopping Center means each Shopping  Center  identified on the Site
Plans, and Shopping Centers means both of them.

        1.39  Site  Plan  means the plan of each  Shopping  Center  collectively
attached hereto as Exhibit 1.39, and Site Plans means all of them.

        1.40  Start  Up Due  Diligence  Materials  means  with  respect  to each
Shopping Center the following items:

               (a)    Site Plan;

               (b)    Rent Roll (including requisite information about Pre-
Expansion Approved Leases and Expansion Approved Leases);                       
               
               (c) Current  billings,  broken down into  categories such as base
rent, CAM, insurance, taxes, etc.

               (d)    Copies of all Leases;

               (e)    Lease brief for each Lease;

               (f)    Historical sales volumes for 1993, 1994 and 1995;

               (g)    Delinquency report and summary, with explanation of each
balance in excess of $1,000;

               (h)    Seller Financial Statements for 1993, 1994 and 1995;

               (i)    Detailed 1995 Supporting Ledgers;

               (j)    Historical capital expenditures list for 1993, 1994 and 
1995;

               (k)    Real estate and tangible personal property ad valorem tax
bills for 1993, 1994 and 1995;

               (l)    Detailed operating statements for each of twelve (12)
months commencing March, 1995, and ending February, 1996;

                                            -6-

               (m)    1995 Expense Recovery Reconciliation; and

               (n)    1996 Operating Budget.

        1.41 Survey  means a map of a stake  survey of the Real  Property  which
shall comply with Minimum Standard Detail  Requirements for ALTA/ACSM Land Title
Surveys,  jointly established and adopted by ALTA and ACSM in 1992, which states
the legal  description for all the Real Property,  which includes items 1, 2, 3,
4, 6, 7, 8, 9, 10 and 11 of Table  "A"  thereof,  and which  meets the  accuracy
standards (as currently  adopted by ALTA and ACSM) of an urban survey,  which is
dated not earlier than the date hereof and which is certified to Buyer,  Seller,
the Title Insurance company providing Title Insurance to Buyer.

        1.42 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 1.42, 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
comparable to that contained in the attached form.

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

        1.44  Title  Insurance  means  an ALTA  Form B  Owners  Policy  of Title
Insurance for each Shopping Center  separately  issued for each, in an allocated
amount of the  Purchase  Price,  as  determined  by Seller and Buyer  during the
Inspection Period,  insuring marketable title to the Shopping Center in Buyer in
fee simple,  subject only to the Permitted  Exceptions,  issued by Chicago Title
Insurance Company.

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

        1.46 Transaction Documents means this Agreement, the deed conveying each
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.

        1.47 Uncertain Leases are those Approved Leases which (i) are in default
or whose  tenants have closed  their  business at the leased  premises;  or (ii)
considered by Buyer using reasonable  credit standards to be delinquency  risks;
or (iii) have  remaining  lease  term(s)  of less than four (4) months  from the
Closing Date; or (iv) are Expansion  Approved Leases which are in place but have
not yet  qualified  for  inclusion in In Place Gross  Income or Effective  Gross
Income,  as  contemplated  by Section 1.23 above,  such  Uncertain  Leases to be
identified  by Buyer by  notice  to  Seller  given no later  than the end of the
Inspection Period.

                                            -7-

                                2.  PURCHASE PRICE AND PAYMENT

        2.1    Purchase Price; Payment.

     (a) Purchase Price and Terms.  The Purchase Price for the Shopping  Centers
(subject to adjustment as provided  herein)  shall be  $13,300,000.  The Earnest
Money Deposit shall be applied to the Purchase Price at Closing.  The balance of
the Purchase Price shall be payable in cash or by wire transfer at Closing.
               
     (b) Adjustments to the Purchase Price. The Purchase Price shall be adjusted
as of the Closing Date by:
     
                 (1)    prorating the Closing year's real and tangible personal
property taxes for each Shopping  Center 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)    prorating as of the Allocation Date cash receipts
and expenditures for each Shopping Center and other items customarily prorated
in transactions of this sort;

          (3)  subtracting the amount of security  deposits,  prepaid rents from
     tenants under the Leases, and credit balances,  if any, of any tenants. Any
     rents,   percentage  rents  or  tenant  reimbursements  payable  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.  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  have  received  no
     proration or credit,  Buyer shall remit same to Seller  within  thirty (30)
     days after receipt, less any costs of collection.  Buyer will not interfere
     in Seller's  efforts to collect  sums due it 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.  Undesignated
     receipts  after  Closing  of either  Buyer or Seller  from  tenants in each
     Shopping   Center  shall  be  applied  first  to  then  current  rents  and
     reimbursements   for  such   tenant(s),   then  to  delinquent   rents  and
     reimbursements attributable   to   post-Allocation   Date   periods,   and
     then  to pre-Allocation Date periods;
             
         (4)    subtracting an amount equal to (A) the sum of (i) the amount by
which In Place Gross Income from Approved Leases in Union Square Shopping Center
is  reduced  because of  vacancies  (as  determined  by the  parties  during the
Inspection  Period)  exceeds  $21,733 plus (ii) the amount of  reductions  in In
Place Gross Income from Approved Leases in Union Square Shopping Center and City
View Shopping Center attributable to other causes (as so determined) (B) divided
by the Capitalization Rate; and

          (5) if there are  Uncertain  Leases,  by holding  back the  portion of
Purchase  Price  attributable  to the Uncertain  Leases  ("Uncertain  Lease
Holdback"), which
                                            -8-

Uncertain  Lease Holdback shall be an amount equal to the Effective Gross Income
from such  Uncertain  Leases as shown on the  initial  Rent Roll  divided by the
Capitalization Rate. Portions of the Uncertain Lease Holdback may be "earned" by
Seller during the Earnout Period. Seller may qualify for the payment of all or a
portion of the Uncertain  Lease Holdback  during the period of time which begins
on the Closing Date and ends ninety (90) days thereafter (the "Earnout Period"),
as follows:

         (i)    During the Earnout Period Seller may earn portions of the
Uncertain  Lease  Holdback  with respect to the spaces  leased  under  Uncertain
Leases  provided  and to the extent it obtains  during  the  Earnout  Period new
Approved Leases for such spaces (each being a "Replacement  Lease") or Expansion
Approved  Leases which then would  qualify for  inclusion in In Place Base Rent,
the  payment  to  be an  amount  equal  to  Effective  Gross  Income  from  such
Replacement Leases and qualifying  Expansion Approved Leases,  projected for the
twelve  month period  beginning  with the day  following  the end of the Earnout
Period,  divided by the  Capitalization  Rate, reduced by an amount equal to the
Effective  Gross  Income from  Approved  Leases  which have gone into default or
closed their business since the Closing Date ("Post Closing Delinquent Leases"),
divided by the Capitalization Rate (the "Post Closing Delinquency Amount").  The
additional  payment for a particular  Replacement  Lease or  Expansion  Approved
Lease  shall be  payable  when the tenant  thereunder  has  accepted  the leased
premises  and opened for  business,  commenced  paying rent beyond all free rent
periods, and delivered to Buyer a Tenant Estoppel Letter acceptable to Buyer all
before the end of the Earnout  Period and further  provided  that the  Uncertain
Lease Holdback then exceeds the Post Closing Delinquency Amount, the payment for
the Replacement  Leases and Expansion Approved Leases to be no greater than such
excess.

            (ii)   In addition, during the first three (3) months following the
expiration of the Earnout  Period,  Seller may earn following the same procedure
additional  portions of the Uncertain  Lease  Holdback,  up to the amount of the
Post Closing Delinquency Amount, with respect to Post Closing Delinquent Leases,
such amount to be equal to the Effective  Gross Income from  Replacement  Leases
for the Post Closing Delinquent Leases divided by the  Capitalization  Rate, but
in no event more than the remaining balance of the Uncertain Lease Holdback.

           (iii)  Notwithstanding anything herein to the contrary, in no event
shall the aggregate Purchase Price exceed $13,300,000.

               (c)  Expansion  Space  Costs.   All  costs  associated  with  the
construction  and  leasing  of the  Expansion  Space  shall  be paid by  Seller,
including  without  limitation  hard and soft costs,  financing  costs,  leasing
commissions  and  concessions.  Seller  shall  and  hereby  does  guarantee  the
completion   of  the  Expansion   Space  in   accordance   with  the  plans  and
specifications,  and Expansion  Approved Leases, to be delivered to Buyer during
the Inspection Period.

          (d) Earnest Money  Deposit.  An Earnest Money Deposit in the amount of
$25,000  shall be delivered  to Escrow Agent within five (5) business  days
after the date of
                                            -9-

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 held as  specifically  provided in
this Agreement and shall be applied to the Purchase Price at the Closing.

        2.2  Outlots.  Seller  shall  grant to Buyer at Closing a right of first
refusal for a period of ten (10) years to purchase  each of the Outlots.  Seller
shall  agree to  furnish  Buyer a copy of each offer to  purchase  a  particular
Outlot which Seller  determines  it may be willing to accept,  and shall furnish
Buyer a ten (10) day period  thereafter within which Buyer may elect to purchase
such Outlot on the same terms and  conditions  as  contained  in said offer.  If
Buyer elects to purchase within said period,  the proposed offer shall be deemed
a contract between Seller and Buyer. If Buyer does not so elect, Seller may sell
such Outlot in  accordance  with the terms and  conditions  of such  offer,  and
without  material  variance  thereto.  Should Buyer fail to notify Seller of its
election, Buyer shall be deemed to have declined such offer.

        2.3    Closing Costs.

               (a)    Seller shall pay:

          (1) All  transfer  taxes  imposed upon the  transactions  contemplated
 hereby;

          (2)    Cost of the Surveys, not to exceed normal and customary survey
fees in transactions of this sort meeting the North Carolina Minimum Land Survey
requirements, Buyer to pay any excess Survey costs;

          (3) Cost of satisfying any liens and other  encumbrances on any of the
Shopping Centers;
   
          (4) The costs,  if any,  of curing  title  defects and  recording  any
curative title documents;
       
          (5)    All broker's commissions, finders' fees and similar expenses
incurred by either party in  connection  with the sale of the Shopping  Centers,
subject however to Buyer's indemnity given in Section 5.3 of this Agreement; and

          (6)  Seller's  attorneys'  fees  relating to the sale of the  Shopping
Centers, including the costs of title examinations;

               (b)    Buyer shall pay:

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

                                            -10-

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

                      (3)    Excess Survey costs as provided above;

                      (4)    Cost of title insurance premiums (but not attorneys
fees for title examinations);

                      (5)    Cost of recording the deeds; and

                      (6)    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 Shopping  Centers,  the economic  data,  underwrite  the
tenants and review  their  leases,  and to otherwise  conduct its due  diligence
review of the  physical  condition of each  Property and all books,  records and
accounts of Seller  related  thereto.  Buyer hereby agrees to indemnify and hold
Seller  harmless from any damages,  liabilities or claims for property damage or
personal injury arising out of such inspection and investigation by Buyer or its
agents or independent  contractors.  Within the Inspection Period, Buyer may, in
its sole discretion and for any reason or no reason,  elect to go forward to the
Closing of this  Agreement.  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 the Earnest Money
Deposit  shall be returned to Buyer  forthwith.  Within five (5)  business  days
after Buyer elects to go forward,  if such be the case, Buyer shall increase the
Earnest  Money  Deposit by an additional  $50,000,  to be deposited  within said
period by Buyer with Escrow Agent.  Upon such deposit the additional  sums shall
be deemed to be part of the Earnest Money Deposit for all purposes.  If Buyer so
elects to go forward,  the parties shall proceed to Closing,  in which event the
parties  shall  confirm in writing the key dates to Closing,  including  without
limitation  the Closing  Date,  the Earnout  Period,  the right of first refusal
period and similar dates.

               (b) Buyer,  through its officers,  employees and other authorized
representatives,  shall have the right to reasonable access to each 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  each  Property,  taking  soil  borings,
conducting Hazardous Materials  inspections,  reviewing the books and records of
Seller  concerning  each  Property and  otherwise  conducting  its due diligence
review.  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 any
Property or the use thereof maintained by any governmental or quasi-governmental
authority or organization. Buyer, for itself and its agents,

                                            -11-

agrees not to enter into any contract with existing  tenants without the written
consent of Seller if such  contract  would be binding  upon  Seller  should this
transaction  fail to close.  Buyer  shall  have the right to have due  diligence
interviews with tenants,  provided that Buyer shall provide reasonable notice to
Seller  of the time and  place of each  such  interview  and  afford  Seller  an
opportunity to have a representative present.

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

        3.2 Hazardous Material.  Prior to the end of the Inspection Period Buyer
may order a "Phase 1" assessment of each Property,  and a copy of any assessment
report,  if made,  shall be  furnished  by Buyer  to  Seller  promptly  upon its
completion.  If Seller  has  heretofore  had  environmental  assessments  of any
Property  performed,  it shall furnish a complete copy thereof to Buyer promptly
after execution hereof. If Buyer's  assessment reports disclose the existence of
any  Hazardous  Material  or any  other  matters  concerning  the  environmental
condition of any Property or its  environs,  Buyer may notify Seller in writing,
within ten (10)  business days after  receipt of the  assessment  report that it
elects to terminate this Agreement, whereupon this Agreement shall terminate and
the Earnest Money Deposit shall be returned to Buyer.

        3.3 Time and Place of Closing.  Unless  otherwise agreed by the parties,
the Closing shall take place at the offices of Rayburn,  Moon & Smith,  P.A., in
Charlotte, North Carolina, at 10:00 A.M. on June 28, 1996.

                    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  and each  Owning  Entity is duly
organized,  validly existing and in good standing under the laws of 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. Neither Seller
nor any Owning Entities is a "foreign  person" under Sections 1445 or 897 of the
Internal Revenue Code nor is this transaction  subject to any withholding  under
any state or federal law.

        4.2  Authorization;   Validity.  The  execution  and  delivery  of  this
Agreement by Seller and of the Consent and Joinder by the Owning  Entities,  and
their 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 and each Owning Entity,  enforceable  against it in
accordance with its terms.

                                            -12-

        4.3 Title.  Seller or the respective  Owning Entity, as indicated on the
Consent  and  Joinder,  is the owner in fee simple of the  particular  Property,
subject only to the Permitted Exceptions.

        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 any 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 Prudential Securities and Norcom Development, Inc., whose commissions
shall be paid by Seller at Closing,  and Seller  agrees to indemnify  Buyer from
any such claim arising by, through or under Seller.

        4.5  Sale  Agreements.   No  Property  is  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 or any Owning  Entity
relating to any Property which is not covered by insurance.

        4.7 Leases. There are no Leases affecting any Property, oral or written,
except  as listed  on the Rent  Roll.  Copies  of the  Leases,  which  have been
delivered to Buyer or shall be delivered to Buyer within three (3) days from the
date hereof,  are, 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 Closing Date,  Seller will not terminate or modify  existing
Leases or enter into any new Leases  without the consent of Buyer,  such consent
not to be unreasonably withheld or delayed. Each Property's tenant leases are in
good standing and to the best of Seller's knowledge no defaults exist thereunder
except as noted on the Rent Roll.  No rent or  reimbursement  has been paid more
than one (1) month in advance and no security  deposit has been paid,  except as
stated on the Rent Roll. No tenants under the Leases are entitled to interest on
any security deposits.

        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 particular  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
any 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,  1995.  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  to  Buyer or its
accountants the Audit Representation Letter should Buyer's accountants audit the
records of each Shopping Center.

                                            -13-

        4.9 Contracts. Except for Leases and Permitted Exceptions,  there are no
management,  service,  maintenance,  utility or other  contracts  or  agreements
affecting  any Property,  oral or written,  which extend beyond the Closing Date
and which would bind Buyer or encumber  such Property more than thirty (30) days
after  Closing.  All such  Contracts  are in full force and effect in accordance
with their  respective  terms, and all obligations of Seller under the Contracts
required to be performed to date have been  performed in all material  respects;
no party to any Contract  has  asserted  any claim of default or offset  against
Seller with respect thereto and no event has occurred or failed to occur,  which
would in any way affect the validity or enforceability of any such Contract; and
the copies of the  Contracts  delivered  to Buyer  prior to the date  hereof are
true,  correct  and  complete  copies  thereof.  Between the date hereof and the
Closing, Seller 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 any  Property  without the consent of
Buyer (not to be unreasonably  withheld or delayed)  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
each  Property  substantially  in the  manner  in  which it is  currently  being
maintained  and  operated  and  covenants  not to cause or permit  any waste nor
undertake any action with respect to the operation  thereof outside the ordinary
course  of  business  without  Buyer's  prior  written  consent.  In  connection
therewith, Seller covenants to make all necessary repairs and replacements until
the Closing so that each 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 each Property as it is presently being maintained.

        4.11 Permits and Zoning.  To the best knowledge of Seller,  there are no
material permits and licenses  (collectively  referred to as "Permits") required
to be issued to Seller by any  governmental  body,  agency or department  having
jurisdiction  over any Property which materially affect the ownership or the use
thereof  which have not been  issued.  Each  Property is properly  zoned for its
present  use and is not  subject to any  local,  regional  or state  development
order.  The use of each  Property is  consistent  with its land use  designation
under any land use plan or plans  applicable  thereto.  There are no outstanding
assessments, impact fees or other charges related to any Property.

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

          4.13 Condemnation.  Neither the whole nor any portion of any Property,
including  access  thereto  or  any  beneficial  easement,  is  subject  to
temporary  requisition  of use by any  governmental  authority  or has been
condemned, or taken in any proceeding similar to a
                                            -14-

condemnation   proceeding,   nor  is  there  now   pending   any   condemnation,
expropriation,  requisition  or similar  proceeding  against any 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  any
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 any 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 any 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 any
Property which have not already been completed.

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

        4.17   Environmental Matters.

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

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

(2) No Property  now  contains  and to the best of Seller's  knowledge  has ever
contained  any:  (a)   underground   storage  tank,  (b)  material   amounts  of
asbestos-containing  building material,  (c) landfills or dumps, (d) drycleaning
plant or other  facility  using  drycleaning  solvents;  or (e) hazardous  waste
management  facility  as  defined  pursuant  to the  Resource  Conservation  and
Recovery Act ("RCRA") or any  comparable  state law. No Property is a site on or
nominated for the National Priority List promulgated pursuant to Comprehensive
                                            -15-

Environmental  Response,  Compensation and Liability Act ("CERCLA") or any state
remedial priority list promulgated or published pursuant to any comparable state
law; and

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

               (b) Seller shall indemnify,  hold harmless, and hereby waives any
claim for  contribution  against  Buyer for any damages to the extent they arise
from the  inaccuracy  or breach of any  representation  or warranty by Seller in
this  section  of  this   Agreement.   This  indemnity   shall  survive  Closing
indefinitely and shall be in addition to the post-closing  indemnities contained
in Section 10.01, provided such indemnities of Seller as to each Shopping Center
shall expire and terminate upon the sale by Buyer of such Shopping  Center to an
unaffiliated third party.

        4.18 No Untrue Statement. 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
Prudential Securities and Norcom Development, Inc., whose

                                            -16-

commissions  shall be paid by Seller at Closing;  and Buyer  agrees to indemnify
Seller from any other such claim arising by, through or under Buyer.

                                 6.  POSSESSION; RISK OF LOSS

        6.1    Possession.  Possession of all of the Shopping Centers will be 
transferred to Buyer at the conclusion of the Closing.

        6.2 Risk of Loss.  All risk of loss to any  Property  shall  remain upon
Seller until the  conclusion of the Closing.  If, before  Closing,  any material
portion of any  Property  is damaged by fire or other  casualty  and will not be
restored by the Closing Date or if any material portion of any 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 event the Earnest
Money Deposit shall be returned to Buyer); or

               (b) proceed with the purchase of the Shopping  Centers,  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.  Promptly upon full execution  hereof Buyer
shall order the Title Insurance Commitments from Chicago Title Insurance Company
and the Surveys from  reputable  surveyors  familiar with each Property  (Seller
agreeing  to  furnish  to  Buyer  copies  of  any  existing  surveys  and  title
information in its possession promptly after execution of this Agreement). Buyer
will have ten (10) days from receipt of each Title Commitment (including legible
copies of all recorded  exceptions noted therein) and Survey to notify Seller in
writing of any Title Defects,  encroachments  or other matters not acceptable to
Buyer  which are not  permitted  by this  Agreement.  Any Title  Defect or other
objection  disclosed  by  any  Title  Insurance  Commitment  (other  than  liens
removable by the payment of money) or any Survey  which is not timely  specified
in Buyer's written notice to Seller of Title Defects shall be deemed a Permitted
Exception.  Seller shall notify Buyer in writing within five (5) days of Buyer's
notice if Seller intends to cure any Title Defect or other objection.  If Seller
elects to cure,  Seller  shall use  diligent  efforts to cure the Title  Defects
and/or objections by the Closing Date (as it may be extended).  If Seller elects
not to cure or if such Title Defects and/or objections

                                            -17-

are not cured,  Buyer shall have the right, in lieu of any other  remedies,  to:
(i) terminate this Agreement,  in which event the Earnest Money Deposit shall be
returned to Buyer, or (ii) waive such Title Defects and/or  objections and close
the purchase of the Shopping Centers 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 any Property or parties in possession  thereof 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 any
Property.

               (c) There  shall  have  been no  material  adverse  change in any
Property,  its  operations  or future  prospects,  the  Leases or the  financial
condition of tenants  leasing  space in excess of 5,000 square feet or more than
twenty percent (20%) of the other tenants who have signed leases for any portion
of any Property since the date of this Agreement.  Each Anchor Tenant and Credit
Tenant for each Shopping  Center,  and no less than eighty  percent (80%) of the
other  tenants  shall have opened for business in the  Shopping  Center and have
commenced paying rent.

               (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 each  Property
shall  be  unchanged  from the date of this  Agreement,  ordinary  wear and tear
excepted.

                                            -18-

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

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

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

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

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

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

                    (6)  Each Survey;

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

                    (8) All Tenant Estoppel  Letters  obtained by Seller,  which
must include each Anchor Tenant and Credit Tenant for each Shopping Center,  and
eighty percent (80%) of the other tenants who have signed leases for any portion
of any 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 be acceptable to Buyer in all respects;

     (9)  A general assignment of all assignable existing warranties relating to
each Property;

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

                   (11)  The  originals  or  copies  of any  real  and  tangible
personal  property  tax bills for each  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;

                                            -19-

                   (12)  Resolutions of Seller authorizing the transactions
described herein;

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

                   (14)  Materials;

                   (15)  A Guaranty of Completion by Seller of the Expansion 
Space, in form and substance reasonably acceptable to Buyer and Seller; and

                   (16) 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
8.1 are not satisfied and Buyer elects in writing to terminate  this  Agreement,
then upon  notice  thereof  from Buyer to Seller,  neither  party shall have any
further claim against the other by reasons of this Agreement, except as provided
in Article 9.

        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 Purchase Price in
accordance with Article 2;

                      (2) 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 8.2 have not, and Seller elects in writing to terminate this  Agreement,
then upon notice thereof, neither party shall have any further claim against the
other by reasons of this Agreement, except as provided in Article 9.

                                            -20-

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

                               9.  PRE-CLOSING BREACH; REMEDIES

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

                          10.  POST CLOSING INDEMNITIES AND COVENANTS

        10.1 Seller's Indemnity.  Should this transaction close, Seller, subject
to the limitations set forth herein,  shall indemnify,  defend and hold harmless
Buyer from all  claims,  demands,  liabilities,  damages,  penalties,  costs and
expenses,   including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements,  which may be imposed upon,  asserted against or incurred or paid
by Buyer by reason  of,  or on  account  of,  any  breach by Seller of  Seller's
warranties,  representations and covenants. Seller's warranties, representations
and covenants,  and the foregoing  indemnity,  shall survive the Closing for one
(1) year. Buyer's rights and remedies herein against Seller shall be in addition
to,  and not in lieu of all  other  rights  and  remedies  of Buyer at law or in
equity.

        10.2  Buyer's  Indemnity.  Should this  transaction  close,  Buyer shall
indemnify,   defend  and  hold  harmless   Seller  from  all  claims,   demands,
liabilities,   damages,  penalties,  costs  and  expenses,   including,  without
limitation,  reasonable attorneys' fees and disbursements,  which may be imposed
upon, asserted against or incurred or paid by Seller by reason of, or on account
of, any breach by Buyer of Buyer's  warranties,  representations  and covenants.
Buyer's warranties,  representations and covenants, and the foregoing indemnity,
shall survive the Closing for one (1) year.  Seller's rights and remedies herein
against  Buyer shall be in addition  to, and not in lieu of all other rights and
remedies of Seller at law or in equity.

                                            -21-

                                      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 partners, 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  may have been found in  buildings in each
state  in  which  a  particular  Property  is  located.  Additional  information
regarding  radon and radon  testing may be obtained from the  applicable  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  overnight courier service or facsimile  (followed  promptly by
hard copy) at the addresses set forth below:

               As to Seller:        Norcom Development, Inc.
                          Attention: Mr. Thomas Norman
                                    Post Office Box 32068
                         Charlotte, North Carolina 28232
                            Facsimile: (704) 332-3525

               With a copy to:      Horack, Talley, Pharr & Lowndes
                                    Attention:  Henry N. Pharr, II, Esq.
                                    2600 One First Union Center
                                    301 South College Street
                                    Charlotte, North Carolina  28202
                                    Facsimile:  (704) 372-2619

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

                                            -22-

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

               With a copy to:      Rayburn, Moon & Smith, P.A.
                                    Attention:  Travis W. Moon, Esq.
                                    227 West Trade Street, Suite 1200
                                    Charlotte, North Carolina  28202
                                    Facsimile:  (704) 377-1897

Any notice or demand so served shall  constitute  proper notice  hereunder  upon
delivery to the United States Postal Service, to such overnight courier, or upon
confirmation  of such  facsimile  transmission.  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. 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 Duval  County,  State of Florida,  which
shall  interpret this Agreement in accordance  with the laws of North  Carolina.
Each party waives its right to jurisdiction or venue in any other location.

                                            -23-

        11.10 Successors and Assigns. The terms and provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors and assigns.  No third parties,  including any brokers or
creditors,  shall be beneficiaries  hereof.  Neither party may assign its rights
under this  agreement  to any  unaffiliated  person  without  the prior  written
consent of the other, not to be unreasonably withheld.

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

Witnesses:

                                            RRC ACQUISITIONS, INC.,
____________________________                a Florida corporation
[ - - - - - - - - - - - - - - - ]
Name (Please Print)
                                            By:
____________________________                   Its:
[ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ]           Date:  _________________, 1996
Name (Please Print)
                                            Tax Identification No. 59-3210155

                                                   "BUYER"

                                            -24-

                                            NORCOM DEVELOPMENT, INC.,
____________________________                a North Carolina corporation
[ - - - - - - - - - - - - - - - ]
Name (Please Print)
                                            By:
____________________________                   Its:
[ - - - - - - - - - - - - - - - ]
Name (Please Print)                         Date:  ________________, 1996

                                            Tax Identification No. 56-1642603

                                                   "SELLER"

                                    JOINDER OF ESCROW AGENT

        1. Duties.  Escrow  Agent joins herein for the purpose of  acknowledging
receipt of the initial Earnest Money Deposit and agrees 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 Section ____ of the foregoing Agreement.

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

        3.  Conflicting  Demands.  If  conflicting  demands are made upon Escrow
Agent with respect to the escrow, the parties hereto expressly agree that Escrow
Agent shall have the absolute right to do either or both of the  following:  (i)
withhold  and stop all  proceedings  in  performance  of this  escrow  and await
settlement  of  the  controversy  by  final  appropriate  legal  proceedings  or
otherwise as it may require;  or (ii) file suit for  declaratory  relief  and/or
inter-pleader  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

                                            -25-

perform the duties or  obligations  imposed  upon it.  Buyer and Seller agree to
respond  promptly in writing to any request by Escrow  Agent for  clarification,
consent or  instructions.  Any action  proposed to be taken by Escrow  Agent for
which approval of Buyer and/or Seller is requested shall be considered  approved
if Escrow Agent does not receive  written notice of disapproval  within fourteen
(14) days after a written  request  for  approval is received by the party whose
approval  is being  requested.  Escrow  Agent  shall not be required to take any
action for which  approval of Buyer  and/or  Seller has been sought  unless such
approval  has been  received.  No  disbursements  shall be made,  other  than as
provided in Sections 2.1(a) and 3.1(a) of the foregoing Agreement, or to a court
in an interpleader  action,  unless Escrow Agent shall have given written notice
of the proposed  disbursement  to Buyer and Seller and neither  Buyer nor Seller
shall have delivered any written  objection to the  disbursement  within 14 days
after receipt of Escrow Agent's  notice.  No notice by Buyer or Seller to Escrow
Agent of disapproval of a proposed action shall affect the right of Escrow Agent
to take any action as to which such approval is not required.

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

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

                                            CHICAGO TITLE INSURANCE COMPANY

                                            By:
                                               Its Authorized Agent
                                            Date:  ______________, 1996

                                                   "ESCROW AGENT"

                                            -26-

                            CONSENT AND JOINDER OF OWNING ENTITIES

        The  following  Owning  Entities,  each of  which  is the  owner  of the
Shopping  Center  indicated  below as being  owned by it,  joins  herein for the
purpose of consenting to the foregoing  Agreement and agreeing to be bound by it
insofar as it applies to the particular Shopping Center owned by it.

Shopping Center                                   Owning Entity

City View Shopping Center                         ______________________________
Charlotte, Mecklenburg County, NC

                                                  By:___________________________
                                                    Its:________________________

Union Square Shopping Center                      ______________________________
Monroe, Union County, NC

                                                  By:___________________________
                                                    Its:________________________

                                            -27-

                                          EXHIBIT 1.3

                  List of Anchor and Credit Tenants for Each Shopping Center

Note:  If a tenant  identified  as a Credit  Tenant is actually a franchisee  or
licensee rather than the named national entity, the tenant shall not be a Credit
Tenant  unless such  national  entity has  guaranteed  the tenant's  obligations
thereunder to Buyer's satisfaction.

1.      City View Shopping Center
        Charlotte, Mecklenburg County, NC

               Anchor Tenants:

                      Winn-Dixie
                      Revco

               Credit Tenants:

                      Little Caesars

2.      Union Square Shopping Center
        Monroe, Union County, NC

               Anchor Tenants:

                      Harris Teeter
                      Consolidated Theatre
                      Revco

               Credit Tenants:

                      Blockbuster Entertainment
                      Subway

                                          EXHIBIT 1.5

                                  Audit Representation Letter

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

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

        RE:    ___________________________________
               (Acquisition Property Name)

Dear Sirs:

        We are writing at your  request to confirm our  understanding  that your
audit of the Statement of Revenue and Certain Expenses of _________________  for
the  twelve  months  ended  December  31,  19____,  was made for the  purpose of
expressing  an  opinion  as to  whether  the  statement  presents  fairly in all
material  respects the results of its  operations in conformity  with  generally
accepted accounting principles. In connection with your audit we confirm, to the
best of our knowledge  and belief,  the  following  representations  made to you
during your audit:

     1. We have made available to you all financial  records and related data in
our possession for the period under audit.
        
     2.     There have been no undisclosed:

          (a) Irregularities involving any member of management or employees who
          have significant roles in the system of internal accounting control;
              
          (b) Irregularities  involving other persons that could have a material
          effect on the statement of revenue and certain expenses;
          
          (c)  Violations  or possible  violations  of laws or  regulations  the
          effects of which should be considered  for disclosure in the statement
          of revenue and certain expenses.

        3.     There are no:

     (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;
               
     (b) Material gain or loss  contingencies  that are required to be disclosed
by Statement of Financial Accounting Standards No. 5;
               
     (c)  Material  transactions  that have not been  properly  recorded  in the
accounting records underlying the financial statement; and
          
     (d) Events that have occurred subsequent to the audit period that
        should  require  adjustment to or disclosure in the Statement of Revenue
        and Certain Expenses.

     4.  Provision,  when material,  has been made for losses to be sustained in
the fulfillment of, or from inability to fulfill, any contract commitments.
        
     5. The shopping center has satisfactory  title to all owned assets,  and
there  are no  liens or  encumbrances  on such  assets  nor has any  asset  been
pledged, that has not been disclosed.

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

        7.     There have been no:

               (a) Material  undisclosed  related party transactions and related
        amounts  receivable  or  payable,  including  sales,  purchases,  loans,
        transfer, and guarantees;

               (b)    Agreements to repurchase assets previously sold.

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

                                Very truly yours,

                                            __________________________(Seller)

                                          By:_________________________________
                                          Its:______________________________

                                         EXHIBIT 1.35

                                 Rent Roll By Shopping Center

                                         EXHIBIT 1.39

                                           Site Plan

                                         EXHIBIT 1.42

                                    Form of Estoppel Letter

                                  _____________________, 199_

        RE:    ___________________________ (Name of Shopping Center)

Ladies and Gentlemen:

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

     1. The undersigned is the Tenant of  _____________________________________,
Landlord,  in the above  Shopping  Center,  and is currently in  possession  and
paying  rent on  premises  known  as  Store  No.  _______________  [or  Address:
- ----------------------------------------------------------------],           and
containing approximately _____________ square feet, under the terms of the lease
dated  ______________________,  which has (not) been amended by amendment  dated
________________________  (the  "Lease").  There  are no other  written  or oral
agreements  between  Tenant and Landlord.  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. Current  additional  monthly  payments for expense  reimbursement  total
$____________ per month for common area maintenance, property insurance and real
estate taxes.
     
     5.  Tenant  has  given  [no  security   deposit]  [a  security  deposit  of
$______________].

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

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

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

                                Very truly yours,

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

Mailing Address:

____________________________        By:________________________________________
                                   Its:_________________________________
- ----------------------------

I:\USERS\WES\REG\NORCOM\PSA-F

 

Basic Info X:

Name: PURCHASE AND SALE AGREEMENT
Type: Purchase and Sale Agreement
Date: Aug. 9, 1996
Company: REGENCY CENTERS CORP
State: Florida

Other info:

Date:

  • 19th day of June 1996
  • June 27 , 1996
  • 1993 , 1994
  • March , 1995
  • February , 1996
  • June 28 , 1996
  • December 31 , 1995

Organization:

  • Seller and Buyer
  • RRC Acquisitions , Inc.
  • Regency Realty Corporation
  • Comprehensive Environmental Response
  • National Environmental Policy
  • Union Square Shopping Center Site Plan
  • Seller of Title Defects
  • Minimum Standard Detail Requirements for ALTAACSM Land Title Surveys
  • Title Insurance to Buyer
  • ALTA Form B Owners Policy of Title Insurance
  • Place Gross Income or Effective Gross Income
  • Approved Leases in Union Square Shopping Center
  • Expansion Approved Lease
  • Post Closing Delinquency Amount
  • Post Closing Delinquent Leases
  • Uncertain Lease Holdback
  • North Carolina Minimum Land Survey
  • Inspection Period Buyer
  • Time and Place of Closing
  • Seller Financial Statements
  • Operation of Property
  • National Priority List
  • Board of Directors of Buyer
  • Norcom Development , Inc.
  • Title Insurance Commitments
  • Chicago Title Insurance Company
  • Miscellaneous Title Matters
  • All Tenant Estoppel Letters
  • Guaranty of Completion
  • Buyer of Buyer
  • Talley , Pharr & Lowndes Attention
  • First Union Center 301 South College Street Charlotte
  • Murchison , Ashby & Taylor Attention
  • Rayburn , Moon & Smith
  • United States Postal Service
  • Time of Essence
  • Earnest Money Deposit
  • Shopping Center Owning Entity City View Shopping Center
  • Union Square Shopping Center Monroe
  • Harris Teeter Consolidated Theatre Revco
  • KPMG Peat Marwick LLP
  • Statement of Financial Accounting Standards No

Location:

  • Monroe
  • Earnest
  • P.A.
  • 10:00 A.M.
  • St. Jacksonville
  • Esq
  • Duval County
  • State of Florida
  • Etc
  • North Carolina
  • Charlotte
  • Mecklenburg County
  • Union County

Money:

  • $ 1,000
  • $ 21,733
  • $ 13,300,000
  • $ 25,000
  • $ 50,000

Person:

  • John Noblitt
  • Thomas Norman
  • Henry N. Pharr
  • Robert L. Miller
  • Ulmer
  • William E. Scheu
  • W. Forsyth
  • Travis W. Moon

Percent:

  • hundredths percent
  • 10.35 %
  • five percent 5.0 %
  • four percent 4.0 %
  • twenty percent 20 %
  • eighty percent 80 %