PURCHASE AND SALE AGREEMENT

 PURCHASE AND SALE AGREEMENT

      THIS AGREEMENT is made as of the ____ day of July, 1996,  between VF SANDY
PLAINS  ASSOCIATES,  L.P., a Georgia  limited  partnership  ("Seller"),  and RRC
ACQUISITIONS, INC., a Florida corporation, its designees, successors and assigns
("Buyer").

                                  Background

      Buyer  wishes to  purchase  a  shopping  center  located  in Cobb  County,
Georgia, owned by Seller, known as Sandy Plains Village (the "Shopping Center");

      Seller wishes to sell the Shopping Center 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  Property  (as  hereinafter
defined) on the following terms and conditions:

                                1.  DEFINITIONS

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

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

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

      1.3 Approved Lease means a written Lease  approved by Buyer,  the terms of
which  comport  with the Leasing  Requirements  for the Earnout  Space  attached
hereto as Exhibit 1.3.

      1.4 Audit  Representation  Letter  means the form of Audit  Representation
Letter  attached  hereto as Exhibit  1.4, or  substantially  similar  thereto as
approved by Buyer and Seller during the Inspection Period.

      1.5   Buyer  means the party identified as Buyer on the initial page
 hereof.

      1.6   Capitalization Rate means ten percent (10%).

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

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

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

      1.10  Day means a business day, whether or not the term is capitalized.

      1.11 Earnest Money Deposit means the deposit  delivered by Buyer to Escrow
Agent prior to the Closing  under Section 2.4 of this  Agreement,  together with
the earnings thereon, if any.

      1.12 Earnout Space means the space  identified as Suite 430 (30,979 square
feet), which is located in the Shopping Center.

      1.13  Effective  Gross Income means twelve (12) months "base" or "minimum"
rent plus expense  reimbursement  recoveries under a particular  Approved Lease,
less (i) a  management  fee  charge  of four  percent  (4.0%)  of such  rent and
recoveries,  and (ii) a charge for any increase in operating  expenses,  if any,
specifically attributable to the new tenant(s) occupancy.

      1.14  Environmental  Claim  means any  investigation,  notice,  violation,
demand, allegation,  action, suit, injunction,  judgment, order, consent decree,
penalty, fine, lien, proceeding, or claim (whether administrative,  judicial, or
private in nature) arising (a) pursuant to, or in connection  with, an actual or
alleged  violation  of,  any  Environmental  Law,  (b) in  connection  with  any
Hazardous Material or actual or alleged Hazardous  Material  Activity,  (c) from
any  abatement,  removal,  remedial,  corrective,  or other  response  action in
connection  with a  Hazardous  Material,  Environmental  Law or other order of a
governmental authority or (d) from any actual or alleged damage, injury, threat,
or harm to health, safety, natural resources, or the environment.

      1.15  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.

                                     -2-

      1.16 Escrow Agent means Ulmer, Murchison, Ashby & Taylor, Attorneys, whose
address is Suite 1600, SunTrust Building, 200 West Forsyth Street, Jacksonville,
Florida 32202 (Fax 904/354-9100), or any successor Escrow Agent.

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

      1.18  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.

      1.19 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.

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

      1.21  Inspection  Period means the period of time which expires at the end
of business on Friday, August 2, 1996.

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

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

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

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

            (b)    Rights of tenants under Leases; and

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

      1.25  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

                                     -3-

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.

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

      1.27 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.

      1.28 Purchase Price means the consideration  agreed to be paid by Buyer to
Seller for the  purchase of the Property as set forth in Section 2.1 (subject to
adjustments as provided herein).

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

      1.30 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.

      1.31 Rent Roll means the list of Leases  attached  hereto as Exhibit 1.31,
identifying  with  particularity  the  space  leased  by each  tenant,  the term
(including  extensions),   square  footage  and  applicable  rent,  common  area
maintenance, tax and other reimbursements, security deposits and similar data.

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

      1.33 Seller Financial  Statements  means the unaudited  balance sheets and
statements  of income,  cash flows and changes in financial  positions of Seller
for the Property,  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 the  Property,  which  shall be  consistent  with past
practice for any period  beginning after the latest of such calendar years,  and
ending prior to Closing.

      1.34  Shopping  Center  means the  Shopping  Center as  identified  on the
initial page hereof.

      1.35 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, and includes
items 1, 2, 3, 4, 6, 7, 8, 9, 10 and 11 of Table "A"  thereof,  which  meets the
accuracy standards (as adopted by ALTA

                                     -4-

and ACSM and in effect on the date of the Survey) of an urban  survey,  which is
dated not  earlier  than  thirty  (30) days prior to the  Closing,  and which is
certified  to  Buyer,  Seller,  the  Title  Insurance  company  providing  Title
Insurance to Buyer, and Buyer's lender,  and dated as of the date the Survey was
made.

      1.36 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 1.36, or in the case
of national or regional  "credit"  tenants  identified as such on the Rent Roll,
the form customarily used by such tenant.

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

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

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

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

                        2.  PURCHASE PRICE AND PAYMENT

      2.1   Purchase Price; Payment.

            (a)  Purchase  Price and  Terms.  The total  Purchase  Price for the
Property (subject to adjustment as provided herein) shall be Fifteen Million Six
Hundred Twelve Thousand and No/100 Dollars ($15,612,000.00).  The Purchase Price
shall be payable in cash 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 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 the 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

                                     -5-

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 the 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; and

                   (4) deferring up to  $2,400,000  of the Purchase  Price until
the Commencement  Date  (hereinafter  defined) has occurred,  at which point the
appropriate amount of the "additional  consideration"  (as hereinafter  defined)
shall be placed in Escrow in keeping with Section 2.2 hereof;  provided that, if
the  Commencement  Date has  occurred,  the  appropriate  amount of  "additional
consideration"  shall  be  placed  in  Escrow  and  held  in  Escrow  until  the
Qualification Date (as hereinafter  defined) occurs.  Upon the occurrence of the
Qualification Date, all additional consideration applicable to an Approved Lease
for which the Qualification Date has occurred shall be disbursed from the Escrow
Account in accordance with the provisions of Section 2.2 hereof.

      2.2 Earnout  Space;  Additional  Consideration.  The Earnout  Space is not
currently  leased.  Seller shall have until  December 31, 1998,  inclusive  (the
"Earnout  Period"),  within which to lease the Earnout Space to an  unaffiliated
creditworthy  tenant and receive  additional  consideration  therefor.  Any such
lease  must be an  Approved  Lease and must  demise the  entire  Earnout  Space,
provided  Buyer will consider the  subdivision of the Earnout Space into no more
than two  stores,  the  specifics  of which  are  subject  to  Buyer's  specific
approval. To be considered for additional  consideration such Approved Lease (or
two Approved Leases,  if applicable),  whether produced by Seller or Buyer, must
be  executed  by Buyer as  landlord  and the  prospective  tenant on or prior to
December 31, 1998.  The additional  consideration,  if any, is payable to Escrow
Agent,  in escrow as  hereinafter  provided,  on the  Commencement  Date for the
particular Approved Lease. The additional consideration shall be an amount equal
to (A) the Effective Gross Income attributable to the particular Approved Lease,
(B) divided by 0.10,  and (C)  multiplied  by 0.70.  Brokerage  fees earned with
respect to the leasing of all or any  portion of the Earnout  Space on or before
December 31,  1998,  to a tenant  shall be paid  directly by Seller.  Tenant and
building  improvements and other concessions to the tenant treated as a landlord
expense  under the Approved  Lease shall be paid  proportionately  by Seller and
Buyer,  seventy  percent  (70%) by  Seller  and  thirty  percent  (30%) by Buyer
(Seller's  portion  to be  paid  by  Seller  prior  to  payment  of the  Earnout
Consideration  or if not paid,  credited  against  the amount due  Seller).  The
amount  so  calculated  as due and  owing  to  Seller  shall be  referred  to as
"additional consideration". Seller shall have the entire Earnout Period in which
to obtain executed  Approved Lease(s) for all or part of the Earnout Space. Once
the additional  consideration  has been placed in escrow in accordance  with the
provisions of this

                                     -6-

Agreement,  the only bases (the  "Return  Events"),  upon which  Seller shall be
deprived of and not entitled to the additional  consideration as it relates to a
specific lease is either:  (i) the tenant is dispossessed of the leased premises
and the Lease is terminated prior to the  Qualification  Date or (ii) the tenant
has vacated the leased premises prior to the Qualification Date.

The  Commencement  Date for each  Approved  Lease of space in the Earnout  Space
shall be the date upon  which  the  matters  set  forth in item (a)  shall  have
occurred  and the  Qualification  Date shall be the date which  occurs after the
Commencement Date upon which item (b) shall have occurred, as follows:

            (a)    The following three events:

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

                   (2)  the tenant shall have accepted the space and be law-
fully open for business therein; and
               
                   (3)  there shall be no material default under such Approved
Lease.
            (b)    The Tenant shall have received all concessions agreed to by
the Landlord and any one of the following two events have occurred:

                   (1)  The tenant shall have paid full rent and reimbursements
                        for at least six (6) consecutive months, or

                   (2)  Tenant shall have paid full rent and  reimbursements for
                        nine (9) out of the first  twelve  (12)  months in which
                        rental  and  reimbursements  are to be paid  under  said
                        lease ("12-Month Rental Period").

Buyer and Seller acknowledge and agree that if at the end of the 12-Month Rental
Period, the Qualification Date has not occurred, the Buyer (landlord) shall have
the option of and must do one of the  following:  (i)  disburse  from the Escrow
Agreement  the  portion  of the  additional  consideration  applicable  to  said
Approved  Lease  for which the  12-Month  Rental  Period  has  expired,  or (ii)
initiate and diligently  pursue the dispossession and removal of the tenant from
the leased premises until said tenant has been removed.

Upon the occurrence of Commencement Date of such Approved Lease(s),  Buyer shall
deposit the additional  consideration for the particular  Earnout Space Approved
Lease with Escrow  Agent,  who shall  invest same in a money  market  account at
First Union National Bank of Florida or in another  investment  agreed to by the
parties hereto. The escrowed  additional  consideration and the earnings thereon
which are attributable to a particular Approved Lease for which the Commencement
Date has occurred shall be (i) disbursed to Seller on the Qualification Date (as
defined  hereinabove)  for such Approved  Lease, or (ii) disbursed to Buyer upon
the occurrence of one of the Return Events for such Approved  Lease. If a Return
Event occurs  prior to December 31, 1998,  Seller shall again be entitled to act
under this

                                     -7-

Section  2.2 and shall have the right  until  December  31,  1998,  to lease the
Earnout  Space or vacated  portion  thereof as  provided  in and  subject to the
conditions of this Section 2.2.

In determining an "Approved Lease" in accordance with Exhibit 1.3 hereof,  Buyer
and Seller agree as follows:

                   (1) To  exercise  due  diligence  in  reviewing,  consulting,
dealing with,  and  cooperating  with each other to obtain an Approved Lease for
the Earnout Space and in reviewing,  analyzing and being assured that a proposed
tenant or a proposed  lease meet the  standards  for becoming an Approved  Lease
hereunder and in complying  with the  provisions of this Section 2.2 and Exhibit
1.3 hereof.  Buyer and Seller agree that they shall cooperate and work to assist
each other in this  process,  and that they are both  obligated  to exercise due
diligence  and  reasonable,  good faith  efforts to work  through  and approve a
proposed  tenant or a proposed  lease for all or part of the Earnout  Space.  To
this end,  Buyer and Seller agree to fully  cooperate with and assist each other
and communicate about the steps being taken and followed.

                   (2) Buyer and Seller agree to use their diligent,  good faith
efforts  to  lease  all or part of the  Earnout  Space  in  accordance  with the
standards set forth on Exhibit 1.3 hereof, and to work with,  cooperate with and
assist  each  other  in   analyzing,   reviewing  and  gathering  any  necessary
information in regard to a potential tenant or potential lease.

                   (3) Buyer and Seller  agree that in reviewing  and  approving
potential  "Approved Leases",  Buyer shall not unreasonably  withhold,  delay or
condition  Buyer's  consent and  approval  of a potential  tenant or a potential
lease, provided the standards of Exhibit 1.3 are met.

                   (4) If  Buyer  has  previously  entered  into a lease at some
other  location  with an entity or person  whom  Seller  presents  as a proposed
tenant which  satisfies the guidelines of Exhibit 1.3 hereof,  Buyer will accept
said tenant and will  approve a Lease with such  tenant  using the same form and
substantially  the same  noneconomic  terms and  conditions as contained in such
previous lease.

                   (5) If a potential  tenant or potential lease is presented to
Buyer  which  satisfies  all of the  standards  set forth on Exhibit 1.3 hereof,
whether or not the Buyer  consents to such lease,  such lease shall be deemed to
be an Approved Lease and Buyer shall not have the right to refuse, turn down, or
disapprove  such a potential  tenant or potential  lease that  complies with the
standards of Exhibit 1.3.

                   (6) In  the  event  Seller  obtains  a  proposed  tenant  and
proposed lease for all or a significant portion of the Earnout Space and submits
said proposed  tenant and proposed lease to Buyer for its approval,  Buyer shall
have a period of fifteen (15) days after the receipt of the  proposed  lease and
any  related  materials  within  which to respond to Seller in  writing.  If the
response is in the negative, said response must be supplied to Seller in writing
within said fifteen (15) days, along with a detailed list which defines and sets
forth in clear and understandable terms the reasons for turning down or negating
said potential tenant

                                     -8-

or  potential  lease.  In the event Buyer does not respond or take any action in
regard to the written request or notice of a potential tenant or potential lease
(when  and  if  said  lease  and  supporting  financial  and  operating  expense
information  are  enclosed  in the  package) on the  Earnout  Space  within said
fifteen (15) day period,  said  potential  tenant and  potential  lease shall be
conclusively deemed to have been approved by Buyer as of the end of such fifteen
(15) day  period,  and shall  become an  Approved  Lease  which  Buyer  shall be
obligated to execute and perform.

                   (7)  The provisions of this Section 2.2 shall survive the
Closing.

      2.3 End of Earnout  Period.  Notwithstanding  any other  provision of this
Agreement,  there shall be no additional  consideration  payable with respect to
any Lease executed after the Earnout Period.

      2.4  Earnest  Money  Deposit.  An Earnest  Money  Deposit in the amount of
$50,000.00  shall be  delivered  to Escrow Agent within three (3) days after the
date of  execution by the last of Buyer or Seller to execute and transmit a copy
of this  Agreement to the other.  This  Agreement may be terminated by Seller if
the Earnest Money Deposit is not received by Escrow Agent by such deadline.  The
Earnest  Money Deposit paid by Buyer shall be held as  specifically  provided in
this Agreement and shall be applied to the Purchase Price at the Closing.

      2.5   Closing Costs.

            (a)    Seller shall pay:

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

                   (2)  Cost of the Survey;

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

                   (4)  Costs, if any, of curing title defects and recording any
curative title documents, up to a maximum of $25,000;

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

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

            (b)    Buyer shall pay:

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

                                     -9-

                   (2)  Title insurance premium;

                   (3)  Costs of the Phase 1 environmental site assessment to be
obtained by Buyer;

                   (4)  Cost of recording the deed; and

                   (5)  Buyer's attorneys' fees.

                       3.  INSPECTION PERIOD AND CLOSING

      3.1   Inspection Period.

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

            (b) Buyer,  through its  officers,  employees  and other  authorized
representatives,  shall have the right to reasonable  access to the Property and
all records of Seller related thereto,  including without  limitation all Leases
and Seller  Financial  Statements,  at  reasonable  times during the  Inspection
Period  for the  purpose  of  inspecting  the  Property,  taking  soil  borings,
conducting Hazardous Materials  inspections,  reviewing the books and records of
Seller concerning the Property and otherwise conducting its due diligence review
of the  Property.  Seller shall  cooperate  with and assist Buyer in making such
inspections and reviews. Seller shall give Buyer any authorizations which may be
required  by Buyer  in order to gain  access  to  records  or other  information
pertaining to the Property or the use thereof  maintained by any governmental or
quasi-governmental authority or organization.  Buyer, for itself and its agents,
agrees not to enter into any contract with existing  tenants without the written
consent of Seller if such  contract  would be binding  upon  Seller  should this
transaction  fail to close.  Buyer  shall  have the right to have due  diligence
interviews and other discussions or negotiations with tenants.

            (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.

                                     -10-

      3.2 Hazardous Material.  Prior to the end of the Inspection Period,  Buyer
may order a "Phase 1" assessment of the Property,  and a copy of any  assessment
report,  if made,  shall be  furnished  by Buyer  to  Seller  promptly  upon its
completion.  If the assessment  report  discloses the existence of any Hazardous
Material or any other  matters  concerning  the  environmental  condition of the
Property or its environs,  Buyer may notify  Seller in writing,  within ten (10)
business days after receipt of the assessment report, but not later than the end
of the Inspection Period, that it elects to terminate this Agreement,  whereupon
this  Agreement  shall  terminate  and Escrow  Agent  shall  return to Buyer its
Earnest Money Deposit.

      3.3 Time and Place of Closing. Unless otherwise agreed by the parties, the
Closing shall take place at the offices of Escrow Agent at 10:00 A.M. on Friday,
August 9, 1996, provided that Buyer may designate an earlier date for Closing.

            4.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER

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

      4.1 Organization;  Authority.  Seller is duly organized,  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.  Seller is not a "foreign person" under
Sections  1445 or 897 of the  Internal  Revenue  Code  nor is  this  transaction
subject to any withholding under any state or federal law.

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

      4.3   Title.  Seller is the owner in fee simple of all of the 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 the Property for a brokerage commission or finder's fee or like
payment  arising out of or in connection  with the  transaction  provided herein
except for Marcus & Millichap and Seller agrees to indemnify Buyer from any such
claim arising by, through or under Seller.

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

                                     -11-

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

      4.7 Leases.  There are no Leases affecting the Property,  oral or written,
except as listed on the Rent Roll, and any Leases or modifications  entered into
between  the  date of this  Agreement  and the  Closing  Date  shall be with the
consent of Buyer, which consent shall not be unreasonably  withheld,  delayed or
conditioned.  Copies of the Leases,  which have been delivered to Buyer or shall
be delivered  to Buyer  within five (5) days from the date  hereof,  are, to the
best knowledge of Seller, true, correct and complete copies thereof,  subject to
the matters set forth on the Rent Roll.  Between the date hereof and the Closing
Date,  Seller will not terminate or modify existing Leases or enter into any new
Leases  without the consent of Buyer,  which consent  shall not be  unreasonably
withheld,  delayed or  conditioned.  All of the Property's  tenant leases are in
good standing and to the best of Seller's knowledge no defaults exist thereunder
except as noted on the Rent Roll.  No rent or  reimbursement  has been paid more
than one (1) month in advance and no security  deposit has been paid,  except as
stated on the Rent Roll. No tenants under the Leases are entitled to interest on
any  security  deposits.  No tenant  under any Lease has or will be promised any
inducement, concession or consideration by Seller other than as expressly stated
in such  Lease,  and  except  as  stated  therein  there are and will be no side
agreements between Seller and any tenant.

      4.8  Financial  Statements.   Each  of  the  Seller  Financial  Statements
delivered or to be delivered to Buyer  hereunder  has or will have been prepared
in  accordance  with the books and records of Seller and presents  fairly in all
material respects the financial condition,  results of operations and cash flows
for the  Property  as of and for the  periods to which they  relate.  All are in
conformity with generally accepted accounting principles applied on a consistent
basis.  There  has been no  material  adverse  change in the  operations  of the
Property or its  prospects  since the date of the most recent  Seller  Financial
Statements.  Seller  covenants to furnish promptly to Buyer copies of the Seller
Financial  Statements  together with unaudited  updated  monthly reports of cash
flow for interim  periods  beginning  after  December  31,  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 cooperate with Buyer's auditors and to cause
its  management  agent to execute  and deliver to Buyer or its  accountants  the
Audit Representation  Letter should Buyer's accountants audit the records of the
Shopping Center.

      4.9 Contracts.  Except for Leases and Permitted  Exceptions,  there are no
management,  service,  maintenance,  utility or other  contracts  or  agreements
affecting  the Property,  oral or written,  which extend beyond the Closing Date
and which would bind Buyer or encumber the  Property,  at Buyer's  option,  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

                                     -12-

complete  copies  thereof.  Between  the date  hereof  and the  Closing,  Seller
covenants to fulfill all of its obligations  under all Contracts,  and covenants
not to terminate or modify any such Contracts or enter into any new  contractual
obligations  relating  to the  Property  without the consent of Buyer (not to be
unreasonably  withheld,  delayed or conditioned)  except such obligations as are
freely terminable without penalty by Seller upon not more than thirty (30) days'
written notice.

      4.10 Maintenance and Operation of Property. From and after the date hereof
and until the  Closing,  Seller  covenants  to keep and maintain and operate the
Property  substantially  in the manner in which it is currently being maintained
and operated and  covenants not to cause or permit any waste of the Property nor
undertake any action with respect to the operation  thereof outside the ordinary
course  of  business  without  Buyer's  prior  written  consent.  In  connection
therewith, Seller covenants to make all necessary repairs and replacements until
the Closing so that the Property shall be of substantially  the same quality and
condition at the time of Closing as on the date hereof.  Seller covenants not to
remove from the  Improvements  or the Real Property any article  included in the
Personal  Property.  Seller  covenants to maintain  such  casualty and liability
insurance on the Property as it is presently being maintained.

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

      4.12 Rent Roll; Tenant Estoppel Letters. The Rent Roll is true and correct
in all  respects.  Seller  agrees to use its best  reasonable  efforts to obtain
current Tenant Estoppel Letters reasonably  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.

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

     4.14 Governmental  Matters.  Seller has not entered into any commitments or
agree-  ments  with any  governmental  authorities  or  agencies  affecting  the
Property  that  have not been  disclosed  in  writing  to Buyer and  Seller  has
received no notices from any such governmental
                                     -13-

authorities or agencies of uncured violations at the Property of building, fire,
air pollution or zoning codes, rules,  ordinances or regulations,  environmental
and  hazardous  substances  laws,  or other  rules,  ordinances  or  regulations
relating to the Property.  Seller shall be responsible for the remittance of all
sales tax for periods  occurring  prior to the  Allocation  Date directly to the
appropriate state department of revenue.

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

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

      4.17  Environmental  Matters.  Except for those  matters  appearing in the
Phase I Environmental Assessment Report prepared by ATEC dated October 31, 1995,
and the Site  Investigation  Report prepared by Golder  Associates,  Inc., dated
April 13, 1996, copies of which have been furnished to Buyer,  Seller represents
and warrants as of the date hereof and as of the Closing to the best of Seller's
knowledge that:

            (a) 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 the Property in any material quantity;

            (b) The  Property  does not now  contain and to the best of Seller's
knowledge  has not 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. The Property is not a site on
or  nominated   for  the  National   Priority  List   promulgated   pursuant  to
Comprehensive Environmental Response,  Compensation and Liability Act ("CERCLA")
or any state remedial  priority list  promulgated  or published  pursuant to any
comparable state law; and

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

                                     -14-

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

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

            (b) proceed with the purchase of the Property, in which event Seller
shall assign to Buyer all Seller's right,  title and interest in all amounts due
or collected by Seller

                                     -15-

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. Prior to the end of the Inspection Period Buyer
shall order the Title Insurance  Commitment from Chicago Title Insurance Company
and the Survey from a reputable  surveyor  familiar  with the  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  notify  Seller in writing  of any Title  Defects,  encroachments  or other
matters not  acceptable to Buyer which are not  permitted by this  Agreement not
later than ten (10) days prior to the end of the  Inspection  Period.  Any Title
Defect or other  objection  disclosed by the Title Insurance  Commitment  (other
than liens  removable by the payment of money) or the Survey which is not timely
specified in Buyer's written notice to Seller of Title Defects shall be deemed 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  are not cured,
Buyer  shall  have the  right,  in lieu of any  other  remedies  and as its sole
remedy,  to: (i) refuse to purchase the Property,  terminate  this Agreement and
receive a return of the Earnest Money Deposit;  or (ii) waive such Title Defects
and/or  objections  and close the purchase of the Property  subject to them,  in
which event all such waived Title Defects shall become Permitted Exceptions.

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

                           8.  CONDITIONS PRECEDENT

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

                                     -16-

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

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

            (c)  There  shall  have  been  no  material  adverse  change  in the
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  the  Property  since  the  date  of  this  Agreement.  The  Kroger  Company,
Blockbuster  Music/Blockbuster  Entertainment  and Revco  Discount Drug Centers,
Inc. and no less than eighty  percent  (80%) of the other  tenants shall be open
for business in the Shopping Center and be current in 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 the Property shall
be unchanged from the date of this Agreement, ordinary wear and tear excepted.

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

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

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

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

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

                (5)  The Survey;

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

                                     -17-

                (7) All Tenant Estoppel Letters  obtained by Seller,  which must
include The Kroger  Company,  Blockbuster  Music/Blockbuster  Entertainment  and
Revco Discount Drug Centers,  Inc. and eighty percent (80%) of the other tenants
who have signed  leases for any portion of the  Property,  without any  material
exceptions,  covenants, or changes to the form approved by Buyer and distributed
to the tenants by Seller;

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

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

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

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

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

               (13)  Materials; and

               (14) 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 the Earnest Money  Deposit  shall be promptly  delivered to Buyer by Escrow
Agent  and,  upon the  making of such  delivery,  neither  party  shall have any
further claim against the other by reasons of 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.

                                     -18-

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

                  (1)   Delivery and/or payment of the balance of the Purchase
Price in accordance with Section 2.1 at Closing;

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

            (d) The  Assignment  of Leases shall  contain  Buyer's  indemnity of
Seller for claims,  losses and damages  arising  after the Closing  Date.  Buyer
acknowledges  and agrees that after Closing  Buyer shall have the  obligation to
refund and return security  deposits under all leases applicable to the Property
as, if and when provided in the Leases.

            (e) The  reciprocal  indemnities  given in the  Assignment of Leases
shall survive the Closing indefinitely.

            (f) 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 the Earnest Money  Deposit shall be promptly  delivered to Seller by Escrow
Agent  and,  upon the  making of such  delivery,  neither  party  shall have any
further claim against the other by reasons of this Agreement, except as provided
in Article 9; except that it is expressly  acknowledged  and agreed that Buyer's
indemnity  contained in Sections  3.1(a) and 5.3 of this Agreement shall survive
such  termination for one (1) year. It is further  acknowledged  and agreed that
the  obligations  of  Buyer  under  such  indemnities  are  not  subject  to the
liquidated damages provisions set forth in Section 9.2 hereof.

      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 and as Buyer's sole remedy
(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

                                     -19-

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).  Seller and
Buyer agree that if Buyer should fail or refuse to purchase  the  property  from
Seller as provided in this  Agreement,  the amount of damages to Seller would be
difficult,  if not impossible,  to determine,  and the amount  specified in this
Section as liquidated damages represents a good faith reasonable estimate by the
parties of the amount of damages that Seller would incur in such event.

                  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  contained in this Agreement and the foregoing indemnity set forth
in this Section 10.1, shall survive the Closing for one (1) year, whereupon they
shall  terminate and be null and void and of no further force or effect,  except
as specifically  contained in any Closing document.  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 contained in this Agreement,
and the foregoing  indemnity  set forth in this Section 10.2,  shall survive the
Closing for one (1) year  whereupon it shall  terminate and be null and void and
of no further force or effect,  except as specifically  contained in any Closing
document. 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.

                              11.  MISCELLANEOUS

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

     11.2 Radon Gas. Radon is a naturally occurring  radioactive gas which, when
it has  accumulated in a building in sufficient  quantities,  may present health
risks to persons who are exposed to it over time.  Levels of radon which  exceed
federal and state guidelines have been
                                     -20-

found in  buildings  in the state in which the  Property is located.  Additional
information  regarding  radon and radon  testing may be obtained from the county
public health unit.

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

      11.4  Notices.  All written  notices and demands of any kind which  either
party may be required or may desire to serve upon the other party in  connection
with this Agreement shall be served by personal delivery, certified or overnight
mail,  reputable  overnight courier service or facsimile  (followed  promptly by
hard copy) at the addresses set forth below:

            As to Seller:           The Vlass-Fotos Group, Ltd.
                              Attention:  Mr. Michael B. Vlass
                                          Two Ravina Drive, Suite 1540
                              Atlanta, Georgia  30346
                              Facsimile:  (770) 395-7888

            With a copy to:         Holt, Ney, Zatcoff & Wasserman
                              Attention:  Robert G. Holt, Esquire
                              100 Galleria Parkway, Suite 600
                              Atlanta, Georgia  30339-5911
                              Facsimile:  (770) 956-1490

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

            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

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

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

                                     -21-

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

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

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

      11.9 Governing  Law. This  Agreement  shall be governed by the laws of the
State of Georgia and the parties  hereto agree that any  litigation  between the
parties  hereto  relating to this Agreement  shall take place (unless  otherwise
required by law) in a court located in Cobb County, State of Georgia. Each party
waives its right to jurisdiction or venue in any other location.

      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.

      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.

                                     -22-

     11.15 No Recording.  Neither this  Agreement nor any notice,  memorandum or
other notice or document relating hereto shall be recorded.
      
     11.16 Seller's Knowledge. To the "best of Seller's knowledge",  or similar
language as used herein shall mean the present  knowledge of James D. Fotos, who
owns a 100%  interest  in  Seller,  and the good  faith  knowledge  of  Seller's
property manager, Maxwell Properties, Inc., with the clear understanding that no
specific investigation or examination has been undertaken.

      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:___________________________________
[- - - - - - - - - - - - - - - - -]
Name (Please Print)                    Date:    July ____, 1996

                        Tax Identification No. 59-3210155

                                     "BUYER"

                                     -23-

                        VF SANDY PLAINS ASSOCIATES, L.P.,
_____________________________       a Georgia limited partnership
[- - - - - - - - - - - - - - - - -]
Name (Please Print)                    By Its Sole General Partner:

                                       JDF Enterprise Control, Inc.,
_____________________________          a Georgia corporation
[- - - - - - - - - - - - - - - - -]
Name (Please Print)
                                       By:___________________________________
                                          Its:________________________________

                                    Date:  July ____, 1996

                                    Tax Identification No.:___________________

                                    "SELLER"

                                     -24-

                            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 2.2 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  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 2,2, 2.4,  3.1(a),  9.1 and 9.2 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.

                                     -25-

      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.

                        ULMER, MURCHISON, ASHBY & TAYLOR

                                    By:
                              Its Authorized Agent

                                    Date:       July ____, 1996

                                                "ESCROW AGENT"

                                  EXHIBIT 1.3

                    Leasing Requirements for Earnout Space

      1. The proposed  tenant shall have a Dunn & Bradstreet  rating of 4-A-1 or
better  and  shall be  experienced  in the  operation  of the  type of  business
proposed to be conducted at the leased premises.

      2. The use proposed by said proposed  tenant shall not be prohibited by or
cause a default by the landlord under any existing lease in the Shopping  Center
and shall be  consistent  with that of a major tenant in a first class  shopping
center.

      3. The  base  rental  rate  for the  Earnout  Space  shall  be  reasonably
comparable  to rental  rates paid by tenants  engaged in similar  businesses  or
trades in the Atlanta,  Georgia  metropolitan  trade area which trade area shall
mean the Georgia counties of Fulton,  Cobb, DeKalb,  Gwinnett,  Clayton,  Henry,
Coweta, Douglas, Paulding and Forsyth.

      4.   The term of the lease shall not be less than sixty (60) months.

      5.   The monthly base rent shall not decrease at any time during the term
of the lease.

      6. Buyer hereby approves as potential  tenants those  companies  listed on
Schedule 1 attached  hereto,  provided  that,  at the time of  execution  of the
Approved  Lease,  such tenant,  if one of those  companies,  then  satisfies the
requirements of paragraph 1 above.

      7. The  proposed  lease shall be in a form to be approved by Buyer,  which
shall contain the following essential terms:

           7.1   No security deposit shall be required from tenant.

           7.2   Tenant shall not be required to pay percentage rent on any of
                     the following items:

                 (a) the amount of all discounts, refunds, credits, allowances
                     and/or adjustments made to customers;

                 (b) the amount of all sales taxes and other taxes in the nature
                     of sales  taxes,  whether  or not the same be called  sales
                     taxes,  imposed by any governmental  authorities,  federal,
                     state or local, irrespective of whether the same be imposed
                     by present or future laws;

                 (c) the  amount of all sales to  employees  of tenant or of any
                     subtenants  or  concessionaires  of tenant that are made at
                     discounts from prices charged to customers;

                 (d) the amounts received for merchandise transferred to any
                     other place of business of tenant or any subtenant or
                     concessionaire of tenant or

                     any business organization  affiliated with tenant, wherever
                     located,  provided such  merchandise  is not used to fill a
                     sale  made  in  the  premises,  and  amounts  received  for
                     merchandise returned to suppliers for credit;

                 (e) interest or other carrying charges on lease, credit or
                     time sales;

                 (f) the amounts charged to customers for mailing, delivery,
                     alterations,or nominal services rendered to the customers
                     at cost;

                 (g) unpaid balance of credit sales that are charged off as "bad
                     debts," provided that if, at any time after any such unpaid
                     balance shall be so charged off and prior to the expiration
                     of the term of this lease, any amount shall be collected on
                     account  thereof,  such  amount  shall then be  included in
                     gross sales;

                 (h) the amounts  received from sales of distressed,  damaged or
                     obsolete  merchandise  sold to  non-retail  customers,  and
                     amounts  received  from  sales of used trade  fixtures  and
                     store operating equipment;

                 (i) amounts  received  from   concessionaires   of  tenant  for
                     occupancy, for services rendered to such concessionaires by
                     tenant,  or for  supplies or  equipment  furnished  to such
                     concessionaires by tenant;

                 (j) amounts paid by tenant to companies provided credit card
                     charges to tenant as to the fees and other charges
                     therefor; and

                 (k) other  items  that  are   customarily   excluded  from  the
                     computation of percentage  rent in the particular  industry
                     in which the proposed tenant is engaged.

           7.3   The lease shall not require  that tenant  continuously  operate
                 its business on the premises.

           7.4   Sales  reporting  by tenant to  landlord  with  respect  to the
                 calculation  of  percentage  rent should not be  required  more
                 frequently than once per year.

           7.5   No advance deposit shall be required.

           7.6   Tenant shall have the right to alter the interior  space of the
                 premises without having to obtain the approval of landlord,  so
                 long as no such alteration impairs the structural  integrity of
                 the  building or violates any  applicable  law,  ordinance,  or
                 regulation.

           7.7   Landlord  will allow  tenant a 10-day grace period with respect
                 to monetary defaults.

           7.8   Any tenant having a net worth in excess of $100 million will be
                 allowed  to  self   insure  with   respect  to  the   insurance
                 requirements  of the  lease,  so  long  as such  net  worth  is
                 maintained.  The  tenant  must  agree to  provide  to  landlord
                 annually  copies of its  annual  financial  statements  for the
                 preceding year, prepared and certified by independent certified
                 public accounts.

           7.9   Landlord  will agree to allow tenant to assign or sublet all or
                 a portion of the premises to any  affiliate of tenant or to any
                 entity  acquiring  substantially  all of the  assets of tenant,
                 whether by asset purchase,  merger or consolidation;  provided,
                 however,  that landlord  shall not be obligated to agree to any
                 such  assignment or subletting  unless and until (a) the credit
                 rating  of said  assignee  or  sublessee  shall  be equal to or
                 better  than the  credit  rating at that time of the  assigning
                 tenant,  or (b) the assigning  tenant shall remain  jointly and
                 severally liable to landlord for all obligations of assignee or
                 sublessee   under  the  lease   following  said  assignment  or
                 subletting.

      8. The tenant,  or tenants,  under any lease  covering  the Earnout  Space
shall be bona fide third parties unaffiliated with Seller.

                                     -29-

                                  EXHIBIT 1.3

                                  Schedule 1

                      List of Approved Potential Tenants

AMC Theatres                                    Just for Feet
Baby Superstore                                       The Linen Loft
Barnes & Noble, Inc.                                  Linen Supermarket
Beall's                                         Linens 'N Things
Bed Bath & Beyond                               Marshall's
Ben Franklin Stores                                   Michael's Stores
Best Buy Co.                                    MJ Designs
Books-A-Million                                       Office Depot
Borders Books                                   Office Max
Carmike Cinemas                                       Old Navy
Cineplex Odeon                                        Peebles, Inc.
Circuit City                                          PetSmart
Cloth World                                     Sears Homelife
CompUSA, Inc.                                   Sports Authority
Computer City                                   Stein Mart
The Container Store                                   TJ Maxx
Crown Books                                     Ulta Cosmetics
Ethan Allen                                           United Artist Theater
General Cinema                                        Uptons
Goody's Family Clothing                         Zany Brainy
Grand Slam USA
Hamrick's
Hancock Fabrics
Haverty's
Home Goods
Homeplace

                                  EXHIBIT 1.4

                          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  statements
provided  to you  present  fairly in all  material  respects  the results of its
operations in conformity  with  generally  accepted  accounting  principles.  As
managers of this  property  known as "Sandy  Plains  Shopping  Center,"  Maxwell
Properties,  Inc., based upon its knowledge gathered in said capacity,  confirms
only to the named addressee and to no one else, to the best of its knowledge and
belief the items set forth hereinbelow 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 we know of that should be
      disclosed;

           (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 assets conveyed to
RRC FL Three,  Inc., as set forth in the title  insurance  delivered at Closing,
and there are no liens or  encumbrances  on such  assets  nor has any such asset
been pledged, that has not been disclosed, subject to the matters stated in such
title insurance.

      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,

                            MAXWELL PROPERTIES, INC.

                                    By:_________________________________
                                       Its:______________________________

                                     -32-

                                 EXHIBIT 1.29

                      Legal Description of Real Property

                                 EXHIBIT 1.31

                                   Rent Roll

                                 EXHIBIT 1.36

                            Form of Estoppel Letter

                          _____________________, 1996

      RE:  Sandy Plains Village, Cobb County, Georgia

Ladies and Gentlemen:

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

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

     2. The term of the Lease  commenced  on  ____________________,  expiring on
___________________,  with  options to extend of  ________________  (____) years
each.
  
     3.   As of ____________________, monthly minimum rental is $_______________
           a month.

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

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

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

      7.   All  matters  of an  inducement  nature  and all  obligations  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.   The Lease  contains  no first  right of  refusal,  option to  expand,
           option to terminate, or exclusive business rights, except as follows:

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

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

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

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

                                    Very truly yours,

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

Mailing Address:

____________________________           By:__________________________________
                                       Its:_________________________________

I:\USERS\WES\REG\SANDY.PSA

                                     -37-

 

Basic Info X:

Name: PURCHASE AND SALE AGREEMENT
Type: Purchase and Sale Agreement
Date: Nov. 14, 1996
Company: REGENCY CENTERS CORP
State: Florida

Other info:

Date:

  • July , 1996
  • Friday , August 2 , 1996
  • December 31 , 1998
  • Friday , August 9 , 1996
  • December 31 , 1995
  • October 31 , 1995
  • April 13 , 1996

Organization:

  • National Environmental Policy
  • Minimum Standard Detail Requirements for ALTAACSM Land Title Surveys
  • Title Insurance to Buyer
  • ALTA Form B Owners Policy of Title Insurance
  • Effective Gross Income
  • 12-Month Rental Period
  • Earnout Space Approved Lease
  • First Union National Bank of Florida
  • End of Earnout Period
  • Time and Place of Closing
  • Seller Financial Statements
  • Operation of Property
  • Golder Associates , Inc.
  • Comprehensive Environmental Response
  • Board of Directors of Buyer
  • Marcus & Millichap
  • Inspection Period Buyer
  • Chicago Title Insurance Company
  • Miscellaneous Title Matters
  • Title Insurance Commitment
  • All Tenant Estoppel Letters
  • Blockbuster MusicBlockbuster Entertainment
  • Revco Discount Drug Centers , Inc.
  • Buyer of Buyer
  • Zatcoff & Wasserman Attention
  • Murchison , Ashby & Taylor Attention
  • United States Postal Service
  • Time of Essence
  • State of Georgia
  • VF SANDY PLAINS ASSOCIATES
  • JDF Enterprise Control , Inc.
  • Earnest Money Deposit
  • Dunn & Bradstreet
  • Linen Loft Barnes & Noble , Inc.
  • Bath & Beyond Marshall's Ben Franklin Stores Michael 's Stores Best Buy Co. MJ Designs Books-A-Million Office Depot Borders Books Office Max Carmike Cinemas Old Navy Cineplex Odeon Peebles , Inc
  • PetSmart Cloth World Sears Homelife CompUSA , Inc. Sports Authority Computer City Stein Mart The Container Store TJ Maxx Crown Books Ulta Cosmetics Ethan Allen United Artist Theater General Cinema Uptons Goody 's Family Clothing Zany Brainy Grand Slam USA Hamrick's Hancock Fabrics Haverty's Home Goods Homeplace
  • KPMG Peat Marwick LLP
  • Maxwell Properties , Inc.
  • Statement of Financial Accounting Standards No
  • RRC FL Three , Inc.

Location:

  • Earnest
  • Galleria Parkway
  • Esq
  • St. Jacksonville
  • Etc
  • L.P.
  • MURCHISON
  • Atlanta
  • Georgia
  • Fulton
  • Gwinnett
  • Coweta
  • Florida
  • Sandy Plains Village
  • Cobb County
  • Landlord

Money:

  • $ 15,612,000.00
  • $ 2,400,000
  • $ 50,000.00
  • $ 25,000
  • $ 100 million

Person:

  • Sandy Plains
  • Michael B. Vlass
  • Ney
  • Robert G. Holt
  • Robert L. Miller
  • Ulmer
  • William E. Scheu
  • W. Forsyth
  • James D. Fotos
  • Clayton
  • Henry
  • Douglas
  • Beall

Time:

  • 10:00 A.M.

Percent:

  • ten percent
  • 10 %
  • four percent 4.0 %
  • seventy percent
  • 70 %
  • thirty percent
  • 30 %
  • twenty percent 20 %
  • eighty percent 80 %
  • 100 %