REGENCY REALTY CORP
8-K, 1998-10-07
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                                  UNITED STATES
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT




    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported)        October 7, 1998

                           REGENCY REALTY CORPORATION
             (Exact name of registrant as specified in its charter)



         Florida                            1-12298                 59-3191743
(State or other jurisdiction              Commission            (IRS Employer
     of incorporation)                    File Number)      Identification No.)


  121 West Forsyth Street, Suite 200
           Jacksonville, Florida                                        32202
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number including area code:              (904)-356-7000



         Not Applicable
        (Former name or former address, if changed since last report)


<PAGE>





ITEM 5. OTHER INFORMATION


The factors  considered by the Company in  determining  the price to be paid for
the shopping  center  included its historical and expected cash flow,  nature of
the tenancies and terms of the leases in place,  occupancy rates,  opportunities
for alternative and new tenancies,  current operating costs,  physical condition
and location, and the anticipated impact on the Company's financial results. The
Company took into consideration  capitalization rates at which it believes other
shopping  centers have recently  sold,  but determined the purchase price on the
factors  discussed above. No separate  independent  appraisals were obtained for
the property acquired.

The following summarizes the property acquired:


 Property       Acquisition   Acquisition                          Occupancy at
   Name            Costs         Date       GLA       City/State   Acquisition

Pike Creek      $22,897,676     8-04-98    234,580  Wilmington, DE        97%



ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


A.       Financial Statements and Pro Forma Financial Information

A)       Financial Statements:
                   Pike Creek
                   Independent Auditors' Report
                   Statement of Revenues and Certain Expenses
                      for the year ended December 31, 1997

         B)      Pro Forma Financial Information:
                    Regency Realty Corporation
                 Pro Forma Condensed Consolidated Balance Sheet,
                    June 30, 1998 (unaudited)
                 Pro Forma Condensed Statement of Operations
                    for the six month period ended June 30, 1998 and the year
                    ended December 31, 1997 (unaudited)

C.       Exhibits:

10.      Material Contracts

         (a)      Purchase and Sale Agreement  dated May 1, 1998, by and between
                  BIG VALLEY ASSOCIATES, LIMITED PARTNERSHIP, a Delaware limited
                  partnership  ("Seller")  and RRC  ACQUISITIONS  TWO,  INC.,  A
                  Florida corporation ("Purchaser").

23.  Consent of KPMG Peat Marwick LLP

<PAGE>



SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                     REGENCY REALTY CORPORATION
                                    (registrant)



October 7, 1998             By: /s/ J. Christian Leavitt
                                    --------------------------------
                                    J. Christian Leavitt
                                    Vice President and Treasurer




<PAGE>

                       Independent Auditors' Report


The Board of Directors
Regency Realty Corporation:

We have audited the  accompanying  statement of revenues and certain expenses of
Pike Creek Shopping  Center for the year ended December 31, 1997. This financial
statement is the responsibility of management.  Our responsibility is to express
an opinion on this  statement  of  revenues  and certain  expenses  based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the statement of revenues and certain  expenses is free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and  disclosures in the statement of revenues and certain
expenses.  An audit also includes  assessing the accounting  principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
presentation of the statement of revenues and certain expenses.  We believe that
our audit provides a reasonable basis for our opinion.

The  accompanying  statement  of  revenues  and  certain  expenses of Pike Creek
Shopping  Center was prepared  for the purpose of  complying  with the rules and
regulations  of the  Securities  and Exchange  Commission and for inclusion in a
Form 8-K of Regency Realty Corporation and excludes material amounts,  described
in note 1, that would not be  comparable  to those  resulting  from the proposed
future  operation  of the  property.  The  presentation  is not intended to be a
complete presentation of Pike Creek Shopping Center revenues and expenses.

In our opinion, the statement of revenues and certain expenses referred to above
presents fairly,  in all material  respects,  the revenues and certain expenses,
described in note 1, of Pike Creek  Shopping  Center for the year ended December
31, 1997, in conformity with generally accepted accounting principles.





                                                  KPMG Peat Marwick LLP
Jacksonville, Florida
September 9, 1998


<PAGE>


                                                       


                           PIKE CREEK SHOPPING CENTER

                   Statement of Revenues and Certain Expenses

                      For the year ended December 31, 1997





Revenues:                                         
     Minimum rent                                    $      1,979,571
     Recoveries from tenants                                  182,438
     Percentage rent                                          195,536
                                                        -------------
         Total revenues                                     2,357,545
                                                        -------------   
Certain operating expenses:
     Operating and maintenance                                134,303
     Real estate taxes                                        140,003
     Management fees                                           93,408
     General and administrative                                79,978
                                                        -------------
         Total expenses                                       447,692
                                                        -------------

         Revenues in excess of certain expenses      $      1,909,853
                                                        =============






See accompanying notes to statement of revenues and certain expenses.


<PAGE>




                           PIKE CREEK SHOPPING CENTER

               Notes to Statement of Revenues and Certain Expenses

                      For the year ended December 31, 1997




1.     Basis of Presentation

       The statement of revenues and certain  expenses  relates to the operation
       of a 234,580  square foot  shopping  center (the  "Property")  located in
       Wilmington, Delaware.

       The  Property's  financial  statement is prepared on the accrual basis of
       accounting in conformity with generally accepted accounting principles.

       Subsequent  to December  31,  1997,  the Property was acquired by Regency
       Realty  Corporation  (RRC) in a transaction  accounted for as a purchase.
       All  operations  of the  Property  will be included  in the  consolidated
       financial statements of RRC beginning at the acquisition date.

       The accompanying  financial statement is not representative of the actual
       operations for the period presented as certain expenses, which may not be
       comparable to the expenses expected to be incurred by RRC in the proposed
       future operation of the Property, have been excluded. RRC is not aware of
       any  material  factors  relating  to the  Property  that would  cause the
       reported financial information not to be necessarily indicative of future
       operating  results.  Costs not directly  related to the  operation of the
       Property  have been  excluded,  and  consist of  interest,  depreciation,
       professional fees, and certain other non operating expenses.


2.     Use of Estimates

       The  preparation  of financial  statements in conformity  with  generally
       accepted accounting  principles requires management to make estimates and
       assumptions  that affect the  reported  amounts of revenues  and expenses
       during the  reporting  period.  Actual  results  could  differ from those
       estimates.




<PAGE>




                           PIKE CREEK SHOPPING CENTER

               Notes to Statement of Revenues and Certain Expenses






3.     Operating Leases

       For the year ended December 31, 1997, the following  tenants paid minimum
       rent which exceeded 10% of the total minimum rent earned by the Property:


                                                                 Minimum
                           Tenant                               Rent Paid

                           ACME Markets                    $     440,000
                           Kmart Corporation                     370,745


       The Property is leased to tenants under operating  leases with expiration
       dates extending to the year 2011. Future minimum rent under noncancelable
       operating leases as of December 31, 1997, excluding tenant reimbursements
       of operating expenses and excluding  additional  contingent rentals based
       on tenants' sales volume, are as follows:


                           Year ending December 31,                 Amount

                                      1998                    $     1,904,402
                                      1999                          1,746,945
                                      2000                          1,566,526
                                      2001                            722,183
                                      2002                            483,116
                                      Thereafter                    3,619,066
                                                              


<PAGE>
                                  Regency Realty Corporation
                     Pro Forma Condensed Consolidated Financial Statements




 The following unaudited pro forma condensed consolidated balance sheet is based
 upon the historical  consolidated  balance sheet of Regency Realty  Corporation
 (the  Company)  as of  June  30,  1998  as if the  Company  had  completed  the
 acquisition  of two additional  shopping  centers and completed the issuance of
 $100  million  senior  term  notes  subsequent  to period  end.  The  following
 unaudited  pro forma  consolidated  statements of operations of the Company are
 based  upon  the  historical  consolidated  statements  of  operations  for the
 six-month  period  ended June 30, 1998 and the year ended  December  31,  1997.
 These  statements  are  presented  as if the  Company had  acquired  all of its
 properties  as  of  January  1,  1997.  These  unaudited  pro  forma  condensed
 consolidated  financial  statements  should  be read in  conjunction  with  the
 Company's  Form 10-K as of and for the three years ended  December 31, 1997 and
 Form 10-Q filed for the period ended June 30, 1998.

 The unaudited pro forma  condensed  consolidated  financial  statements are not
 necessarily  indicative  of what the actual  financial  position  or results of
 operations of the Company would have been at June 30, 1998 or December 31, 1997
 assuming the  transactions  had been completed as set forth above,  nor does it
 purport to represent  the  financial  position or results of  operations of the
 Company in future periods.

<PAGE>



                                      Regency Realty Corporation
                           Pro Forma Condensed Consolidated Balance Sheet
                                           June 30, 1998
                                            (Unaudited)
                                          (in thousands)

<TABLE>
<CAPTION>
                                                              

                                                                          Historical        Adjustments            Pro Forma
   Assets
   <S>                                                                   <C>               <C>            <C>   <C>    

   Real estate investments, at cost                                        $ 1,050,352            36,243   (a)       1,086,595
   Construction in progress                                                     31,133                 -                31,133
        Less: accumulated depreciation                                          46,160                 -                46,160
                                                                         --------------    --------------        --------------
              Real estate rental property, net                               1,035,325            36,243             1,071,568
                                                                         --------------    --------------        --------------
   Investments in real estate partnerships                                      22,401                 -                22,401
                                                                         --------------    --------------        --------------

        Net real estate investments                                          1,057,726            36,243             1,093,969
                                                                         --------------    --------------        --------------

   Cash and cash equivalents                                                    12,733                 -                12,733
   Tenant receivables, net of allowance for
        uncollectible accounts                                                  10,684                 -                10,684
   Deferred costs, less accumulated amortization                                 4,497                 -                 4,497
   Other assets                                                                  7,458             1,250   (b)           8,708
                                                                         --------------    --------------        --------------

            Total Assets                                                   $ 1,093,098            37,493             1,130,591
                                                                         ==============    ==============        ==============


            Liabilities and Stockholders' Equity
   Mortgage loans payable                                                    $ 317,796                 -               317,796
   Acquisition and development line of credit                                   89,731           (62,507) (a)(b)        27,224
   Notes payable                                                                     -           100,000   (b)         100,000
                                                                         --------------    --------------        --------------

        Total debt                                                             407,527            37,493               445,020

   Accounts payable and other liabilities                                       17,064                 -                17,064
   Tenant's security and escrow deposits                                         2,763                 -                 2,763
                                                                         --------------    --------------        --------------

        Total liabilities                                                      427,354            37,493               464,847
                                                                         --------------    --------------        --------------


   Exchangeable preferred units                                                 78,800                 -                78,800
   Exchangeable operating partnership units                                     26,912                 -                26,912
   Limited partners' interest in consolidated partnerships                       7,520                 -                 7,520
                                                                         --------------    --------------        --------------

                                                                               113,232                 -               113,232

   Common stock and additional paid in capital                                 567,014                 -               567,014
   Distributions in excess of net income                                       (14,502)                -               (14,502)
                                                                         --------------    --------------        --------------

        Total stockholders' equity                                             552,512                 -               552,512
                                                                         --------------    --------------        --------------

            Total liabilities and stockholders' equity                     $ 1,093,098            37,493             1,130,591
                                                                         ==============    ==============        ==============
</TABLE>


   See accompanying notes to pro forma condensed consolidated balance sheet.
<PAGE>
                                          Regency Realty Corporation
                         Notes to Pro Forma Condensed Consolidated Balance Sheet
                                                June 30, 1998
                                                 (Unaudited)
                                                (in thousands)



 (a)  Acquisitions of Shopping Centers:

      In January 1998, the Company entered into an agreement to acquire shopping
      centers from various  entities  comprising the Midland Group consisting of
      21  shopping  centers  plus 11 shopping  centers  under  development.  The
      Company had acquired 20 of the 21 Midland  shopping  centers prior to June
      30, 1998  containing  2.0 million  square  feet for  approximately  $167.1
      million.  Those  shopping  centers are included in the Company's  June 30,
      1998 balance sheet. The one remaining  shopping center,  Windmiller Farms,
      was  acquired on July 15,  1998 using funds drawn on the Line.  The center
      was acquired for an aggregate  purchase  price of $13.3  million  which is
      reflected in the pro forma balance sheet.

      Subsequent to June 30, 1998, the Company  expects to acquire an additional
      three properties under development for $41.3 million. In addition,  during
      1998, the Company expects to pay $4.6 million in additional  costs related
      to joint  venture  investments  and other  transaction  costs  related  to
      acquiring the various shopping  centers from Midland,  and during 1999 and
      2000  expects  to pay  contingent  consideration  of  $23.0  million.  The
      following  table  represents the properties  under  development  which the
      Company  expects to acquire from Midland upon  completion of  construction
      during  1998.  These  properties  are not  included  in  these  pro  forma
      condensed consolidated financial statements.

                                              Expected
                                            Acquisition        Purchase
                                                Date            Price
                                           ---------------  ---------------
           Garner Festival                   October-98   $         20,571
           Nashboro                          October-98              7,260
           Crooked Creek                     October-98             13,471
                                                            ---------------
                                                          $         41,302
                                                            ===============


      In  addition,  the  Company  acquired  one other  shopping  center  for an
      aggregate  purchase  price of $22.9  million which is reflected in the pro
      forma balance sheet. The shopping center,  Pike Creek Shopping Center, was
      acquired on August 4, 1998 using funds drawn on the Line.

 (b)  Represents  the proceeds from a $100 million debt offering  completed July
      15, 1998, less offering costs of 1.25%.  At closing,  the Company used the
      net proceeds  from the Offering  ($98.8  million) for the repayment of the
      balance  outstanding  on the Line and the remainder was used to offset the
      $36.2 million  borrowed on the Line for the acquisitions of Pike Creek and
      Windmiller Farms. The Company has recorded $1.2 million of financing costs
      as an "Other Asset" to be amortized over the term of the Notes.

<PAGE>
                           Regency Realty Corporation
                 Pro Forma Consolidated Statements of Operations
                  For the Six Month Period Ended June 30, 1998
                      and the Year Ended December 31, 1997
                                   (Unaudited)
                 (In thousands, except share and per share data)



<TABLE>
<CAPTION>

                                             
                                                                  For the Six Month Period Ended June 30, 1998
                                                                 Midland          Acquisition         Other
                                                Historical       Properties         Properties      Adjustments         Pro Forma
<S>                                           <C>             <C>           <C>  <C>           <C> <C>         <C>   <C>
                                                                   (d)                (e)
Revenues:
  Minimum rent                                    $ 47,661           3,913              3,074           (697)  (i)         53,951
  Percentage rent                                    1,662               -                154             (8)  (i)          1,808
  Recoveries from tenants                           10,639             542                716            (67)  (i)         11,830
  Management, leasing and brokerage fees             5,406               -                  -              -                5,406
  Equity in income of investments
   in real estate partnerships                         146               -                  -              -                  146
                                              --------------  --------------     --------------    -----------       --------------

                                                    65,514           4,455              3,944           (772)              73,141
                                              --------------  --------------     --------------    -----------       --------------

Operating expenses:
  Depreciation and amortization                     11,385             817  (f)           902  (f)      (453)  (i)         12,651
  Operating and maintenance                          8,472             283                333           (122)  (i)          8,966
  General and administrative                         7,262             231                205            (25)  (i)          7,673
  Real estate taxes                                  5,788             488                484            (81)  (i)          6,679
                                              --------------  --------------     --------------    -----------       --------------

                                                    32,907           1,819              1,924           (681)              35,969
                                              --------------  --------------     --------------    -----------       --------------

 Interest expense (income):
  Interest expense                                  12,873           2,646  (g)         2,168  (h)    (3,220)  (j)         14,467
  Interest income                                     (966)              -                  -              -                 (966)
                                              --------------  --------------     --------------    -----------       --------------

                                                    11,907           2,646              2,168         (3,220)              13,501
                                              --------------  --------------     --------------    -----------       --------------

   Income before minority interest
     and gain on sale of real
       estate investments                           20,700             (10)              (148)         3,129               23,671
Gain on sale of real estate investments             10,746               -                  -         (9,336)  (i)          1,410
 Minority interest                                  (1,092)              -                 (3)           202                 (893)
                                              --------------  --------------     --------------    -----------       --------------

       Net income                                   30,354             (10)              (151)        (6,005)              24,188

 Preferred distributions                                 -               -                  -         (3,250)  (k)         (3,250)
                                              --------------  --------------     --------------    -----------       --------------

       Net income for shareholders                $ 30,354             (10)              (151)        (9,255)              20,938
                                              ==============  ==============     ==============    ===========       ==============

 Net income per share (note (l)):
       Basic                                      $   1.11                                                                  $ 0.73
                                              ==============                                                         ==============
  
       Diluted                                    $   1.06                                                                  $ 0.72
                                              ==============                                                         ==============
</TABLE>




 See accompanying notes to pro forma consolidated statements of operations.
<PAGE>



                           Regency Realty Corporation
                 Pro Forma Consolidated Statements of Operations
                  For the Six Month Period Ended June 30, 1998
                      and the Year Ended December 31, 1997
                                   (Unaudited)
                 (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                               For the Year Ended December 31, 1997
                                                            Branch       Midland      Acquisition          Other
                                             Historical   Properties   Properties     Properties        Adjustments     Pro Forma
                                                             (c)          (d)            (e)
<S>                                      <C>            <C>        <C>          <C><C>         <C> <C>            <C> <C>   


Revenues:
  Minimum rent                                $ 70,103      3,596       16,482         17,130            (4,136)  (i)     103,175
  Percentage rent                                2,151        167            -            495                 -             2,813
  Recoveries from tenants                       17,052        751        2,240          3,899              (548)  (i)      23,394
  Management, leasing and brokerage fees         7,997      1,060            -              -                 -             9,057
  Equity in income of investments
   in real estate partnerships                      33          -            -              -                 -                33
                                         -------------  ---------  -----------     ----------      ------------       -----------

                                                97,336      5,574       18,722         21,524            (4,684)          138,472
                                         -------------  ---------  -----------     ----------      ------------       -----------

Operating expenses:
  Depreciation & amortization                   16,303        972        2,994  (f)     4,340  (f)         (855)  (i)      23,754
  Operating and maintenance                     14,212        595        1,194          2,306            (1,260)  (i)      17,047
  General and administrative                     9,964        683        1,042          1,083               (49)  (i)      12,723
  Real estate taxes                              8,692        404        1,635          2,450              (447)  (i)      12,734
                                         -------------  ---------  -----------     ----------      ------------       -----------

                                                49,171      2,654        6,865         10,179            (2,611)           66,258
                                         -------------  ---------  -----------     ----------      ------------       -----------

 Interest expense (income):
   Interest expense                             19,667      1,517       10,353  (g)    11,778  (h)       (6,439)  (j)      36,876
   Interest income                              (1,000)       (33)           -              -                 -            (1,033)
                                         -------------  ---------  -----------     ----------      ------------       -----------

                                                18,667      1,484       10,353         11,778            (6,439)           35,843
                                         -------------  ---------  -----------     ----------      ------------       -----------

  Income before minority interest
    and gain on sale of real
      estate investments                        29,498      1,436        1,504           (433)            4,366            36,371

 Gain on sale of real estate investments           451          -            -              -              (451)  (i)           -
 Minority interest                              (2,547)     1,010          (38)            (2)             (142)           (1,719)
                                         -------------  ---------  -----------     ----------      ------------       -----------

       Net income                               27,402      2,446        1,466           (435)            3,773            34,652

 Preferred distributions                             -          -            -              -            (6,500)  (k)      (6,500)

                                         -------------  ---------  -----------     ----------      ------------       -----------
       Net income for shareholders            $ 27,402      2,446        1,466           (435)           (2,727)           28,152
                                         =============  =========  ===========     ==========      ============       ===========

 Net income per share (note (l)):
       Basic                                  $   1.28                                                                     $ 1.32
                                         =============                                                                ===========

       Diluted                                $   1.23                                                                     $ 1.23
                                         =============                                                                ===========

</TABLE>

 See accompanying notes to pro forma consolidated statements of operations.

<PAGE>
                                 Regency Realty Corporation
                     Notes to Pro Forma Consolidated Statements of Operations
                                  For the  Six  Month   Period
                                  Ended June 30,  1998 and
                                   the Year ended  December 31, 1997
                                         (Unaudited)
                        (In thousands, except unit and per unit data)

 (c)  Reflects pro forma results of operations for the Branch Properties for
       the period from January 1, 1997 to March 7, 1997 (acquisition
      date).

 (d)  Reflects revenues and certain expenses for the Midland  Properties for the
      period from January 1, 1998 to the earlier of the  respective  acquisition
      date of the property or June 30, 1998, and for the year ended December 31,
      1997.
<TABLE>
<CAPTION>
                                                                 For the period ended June 30, 1998
             Property               Acquisition      Minimum       Recoveries      Operating and         Real         General and
               Name                    Date            Rent       from Tenants      Maintenance      Estate Taxes   Administrative
                                    ------------   -------------  --------------   --------------   --------------  --------------
           <S>                        <C>          <C>            <C>              <C>              <C>                 <C>
                                                                                                                          
   
           Windmiller Farms           7/15/98      $        574   $          90    $          34    $            71     $       32
           Franklin Square            4/29/98               414              56               52                 31             32
           St. Ann Square             4/17/98               217              44               18                 35             12
           East Point Crossing        4/29/98               268              52               16                 35             17
           North Gate Plaza           4/29/98               234              33               18                 27             10
           Worthington Park           4/29/98               281              68               22                 40             19
           Beckett Commons            3/1/98                113               7                6                 14              4
           Cherry Grove Plaza         3/1/98                239              11               13                 22             21
           Bent Tree Plaza            3/1/98                137              11                7                 59              8
           West Chester Plaza         3/1/98                130              12               13                 42              7
           Brookville Plaza           3/1/98                 95               5                5                  8              4
           Lake Shores Plaza          3/1/98                123              10                5                 16              6
           Evans Crossing             3/1/98                116               4                5                  8              6
           Statler Square             3/1/98                164              15               13                  1              8
           Kernersville Plaza         3/1/98                120               4                8                  8              8
           Maynard Crossing           3/1/98                272              38               13                 15             15
           Shoppes at Mason           3/1/98                116              27               15                 33              6
           Lake Pine Plaza            3/1/98                152              13               10                  8              9
           Hamilton Meadows           3/1/98                148              42               10                 15              7
                                                   -------------  --------------   --------------   ---------------     -----------
                                                   $      3,913   $         542    $         283    $           488     $      231
                                                   =============  ==============   ==============   ================    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                For the year ended December 31, 1997    
             Property               Acquisition      Minimum      Recoveries    Operating and           Real         General and
               Name                    Date            Rent      from Tenants    Maintenance        Estate Taxes    Administrative
                                    ------------   ----------   ------------   --------------     ----------------    -------------
           <S>                        <C>         <C>           <C>            <C>                <C>                 <C>
  
           Windmiller Farms           7/15/98     $    1,157    $       181    $          69      $           143     $         64
           Franklin Square            4/29/98          1,270            171              158                   94               98
           St. Ann Square             4/17/98            741            149               60                  119               42
           East Point Crossing        4/29/98            821            159               50                  107               51
           North Gate Plaza           4/29/98            718            100               56                   84               32
           Worthington Park           4/29/98            862            208               67                  124               59
           Beckett Commons            3/1/98             687            140               38                   83               47
           Cherry Grove Plaza         3/1/98           1,445            175               85                  131              105
           Bent Tree Plaza            3/1/98             786            130               64                   59               48
           West Chester Plaza         3/1/98             807             70               72                   84               45
           Brookville Plaza           3/1/98             571             42               34                   50               30
           Lake Shores Plaza          3/1/98             759            156               55                   96               32
           Evans Crossing             3/1/98             613             84               34                   50               33
           Statler Square             3/1/98             913             76               43                   54               60
           Kernersville Plaza         3/1/98             605             58               29                   51               33
           Maynard Crossing           3/1/98           1,367            133               78                   95              104
           Shoppes at Mason           3/1/98             644             56               61                   65               38
           Lake Pine Plaza            3/1/98             827             93               54                   51               46
           Hamilton Meadows           3/1/98             889             59               87                   95               75
                                                   ----------   ------------   --------------     ----------------    -------------
                                                  $   16,482    $     2,240    $       1,194      $         1,635     $      1,042
                                                   ==========   ============   ==============     ================    =============
</TABLE>
<PAGE>

                                 Regency Realty Corporation
                     Notes to Pro Forma Consolidated Statements of Operations
                                  For the  Six  Month   Period
                                  Ended June 30,  1998 and
                                   the Year ended  December 31, 1997
                                         (Unaudited)
                        (In thousands, except unit and per unit data)



 (e)  Reflects revenues and certain expenses for the Acquisition  Properties for
      the  period  from  January  1,  1998  to the  earlier  of  the  respective
      acquisition  date of the property or June 30, 1998, and for the year ended
      December 31, 1997.


<TABLE>
<CAPTION>

                                                                            For the period ended June 30, 1998
      Property            Acquisition    Minimum        Percentage      Recoveries       Operating and       Real      General and
        Name                Date          Rent            Rent         from Tenants      Maintenance    Estate Taxes  Administrative
                         ------------  ------------   -----------     --------------     ------------    ------------   ---------
    <S>                     <C>         <C>            <C>              <C>                <C>             <C>            <C>

    Delk Spectrum           1/14/98     $        48    $         -      $           5      $         2     $         3    $      2
    Bloomingdale Square     2/11/98             214              6                 53               25              24          21
    Silverlake              6/3/98              346              -                 60               36              36          18
    Highland Square         6/17/98             516             51                 86               46              79          60
    Shoppes @104            6/19/98             620              -                133               72              79          28
    Fleming Island          6/30/98             348              -                289               39             194          36
    Pike Creek              8/4/98              982             97                 90              113              69          40
                                        ------------   -----------      --------------     ------------    ------------   ---------
                                        $     3,074    $       154      $         716      $       333     $       484    $    205
                                        ============   ============     ==============     ============    ============   =========

</TABLE>
<TABLE>
<CAPTION>

                                                                  For the year ended December 31, 1997
      Property            Acquisition    Minimum      Percentage       Recoveries     Operating and         Real       General and
        Name                Date          Rent          Rent         from Tenants     Maintenance       Estate Taxes  Administrative
                          ------------  ------------   -----------     ------------    ------------      ------------- -------------
    <S>                    <C>          <C>            <C>             <C>              <C>          <C>             <C> 

    Oakley Plaza            3/14/97     $       142             -      $        14      $     13     $         13    $            8
    Mariner's Village       3/25/97             185             6               37            45               33                 7
    Carmel Commons          3/28/97             297            11               63            38               35                22
    Mainstreet Square       4/15/97             193             -               34            42               30                15
    East Port Plaza         4/25/97             543             -              107            96               65                33
    Hyde Park Plaza         6/6/97            1,702           118              339           144              265                84
    Rivermont Station       6/30/97             642             -              124            65               56                34
    Lovejoy Station         6/30/97             306             -               63            36               29                 9
    Tamiami Trails          7/10/97             508             -              163           124               66                30
    Garden Square           9/19/97             671             -              232           144               99                50
    Kingsdale              10/10/97           1,334             -              300           325              221                75
    Boynton Lakes Plaza     12/1/97           1,159             -              391           267              250                80
    Pinetree Plaza         12/23/97             279             -               51            50               37                21
    Delk Spectrum           1/14/98           1,355            10              145            57               88                46
    Bloomingdale Square     2/11/98           1,863            43              459           215              209               184
    Silverlake              6/3/98              819             -              142            85               85                43
    Highland Square         6/17/98           1,122           111              187            99              171               130
    Shoppes @104            6/19/98           1,332             -              285           154              170                60
    Fleming Island          6/30/98             698             -              581            79              388                72
    Pike Creek              8/4/98            1,980           196              182           228              140                80
                                        ------------   -----------     ------------     ---------    -------------   ---------------
                                        $    17,130    $      495      $     3,899      $  2,306     $      2,450    $        1,083
                                        ============   ===========     ============     =========    =============   ===============
</TABLE>
<PAGE>

                                 Regency Realty Corporation
                     Notes to Pro Forma Consolidated Statements of Operations
                                  For the  Six  Month   Period
                                  Ended June 30,  1998 and
                                   the Year ended  December 31, 1997
                                         (Unaudited)
                        (In thousands, except unit and per unit data)


 (f)  Depreciation  expense  is  based  on  the  estimated  useful  life  of the
      properties  acquired.  For  properties  under  construction,  depreciation
      expense  is  calculated  from the date the  property  is placed in service
      through the end of the period.  In  addition,  the six month  period ended
      June 30,  1998 and year  ended  December  31,  1997  calculations  reflect
      depreciation expense on the properties from January 1, 1997 to the earlier
      of the respective acquisition date of the property or June 30, 1998.
<TABLE>
<CAPTION>

                                                                      For the period ended June 30, 1998
       Property                                  Building and       Year Building                       Depreciation
         Name                                    Improvements        Built/Renovated     Useful Life     Adjustment
                                                 --------------     -----------------    -----------    -------------
     <S>                                    <C>                     <C>                 <C>            <C>    
     Delk Spectrum                          $           10,417          1991                 34        $             11
     Bloomingdale Square                                13,189          1987                 30                      51
     Silverlake Shopping Center                          7,584          1988                 31                     103
     Highland Square                                     9,049          1960                 20                     208
     Shoppes @104                                        6,439          1990                 33                      91
     Fleming Island                                      4,773          1994                 37                      64
     Pike Creek                                         18,082          1981                 24                     374
                                                                                                       ----------------
         Acquisition Properties pro
         forma depreciation adjustment                                                                 $            902
                                                                                                       ================
     Midland Properties                     $          131,065      Ranging from        Ranging from
                                                                    1986 to 1996          29 to 40     $            817
                                                                                                       ================
</TABLE>
<TABLE>
<CAPTION>
                                                                     For the year ended December 31, 1997
       Property                                  Building and       Year Building                       Depreciation
         Name                                    Improvements        Built/Renovated     Useful Life     Adjustment
                                                 --------------     ------------------  --------------- ----------------
     <S>                                    <C>                     <C>                 <C>            <C>    
     Oakley Plaza                           $            6,428          1988                 31        $             41
     Mariner's Village                                   5,979          1986                 29                      47
     Carmel Commons                                      9,335          1979                 22                     101
     Mainstreet Square                                   4,581          1988                 31                      43
     Hyde Park Plaza                                    33,734          1995                 38                     382
     East Port Plaza                                     8,179          1991                 34                      76
     Rivermont Station                                   9,548          1996                 39                     121
     Lovejoy Station                                     5,560          1995                 38                      73
     Tamiami Trails                                      7,598          1987                 30                     133
     Garden Square                                       7,151          1991                 34                     151
     Kingsdale                                          10,023          1997                 27                     288
     Boynton Lakes Plaza                                 9,618          1993                 36                     244
     Pinetree Plaza                                      3,057          1982                 25                     120
     Delk Spectrum                                      10,417          1991                 34                     306
     Bloomingdale Square                                13,189          1987                 30                     440
     Silverlake Shopping Center                          7,584          1988                 31                     245
     Highlands Square                                    9,049          1960                 20                     452
     Shoppes @104                                        6,439          1990                 33                     195
     Fleming Island                                      4,773          1994                 37                     129
     Pike Creek                                         18,082          1981                 24                     753
                                                                                                        
         Acquisition Properties pro                                                                     ----------------  
         forma depreciation adjustment                                                                 $          4,340
                                                                                                        ================
     Midland Properties                                131,065      Ranging from        Ranging from
                                                                    1986 to 1996          29 to 40     $          2,994
                                                                                                        ================
</TABLE>
<PAGE>


                                 Regency Realty Corporation
                     Notes to Pro Forma Consolidated Statements of Operations
                                  For the  Six  Month   Period
                                  Ended June 30,  1998 and
                                   the Year ended  December 31, 1997
                                         (Unaudited)
                        (In thousands, except unit and per unit data)


 (g)  To  reflect  interest  expense  on  the  Line  required  to  complete  the
      acquisition  of the  Midland  Properties  at  the  average  interest  rate
      afforded the Company (6.525%) and the assumption of $97.0 million of debt.
      For properties under construction, interest expense is calculated from the
      date the property is placed in service through the end of the period.

               Pro forma interest adjustment for
                the six month period ended June 30, 1998     $         2,646
                                                             ===============
               Pro forma interest adjustment for
                the year ended December 31, 1997             $        10,353
                                                             ===============
 
(h)  To  reflect  interest  expense  on  the  Line  required  to  complete  the
      acquisition  of the  Acquisition  Properties at the average  interest rate
      afforded  the Company  (6.525%).  The six month period ended June 30, 1998
      and year ended December 31, 1997 calculation  reflects interest expense on
      the properties from January 1, 1997 to the respective  acquisition date of
      the property.

               Pro forma interest adjustment for 
                the six-month period ended June 30, 1998     $          2,168
                                                             ================
               Pro forma interest adjustment for
                the year ended December 31, 1997             $         11,778
                                                             ================

 (i)  In December,  1997, the Company sold one office  building for $2.6 million
      and recognized a gain on the sale of $451,000. During the first quarter of
      1998,  the Company  sold three office  buildings  and a parcel of land for
      $26.7  million,  and  recognized a gain on the sale of $9.3  million.  The
      adjustments to the pro forma statements of operations reflect the reversal
      of the revenues and expenses from the office  buildings  generated  during
      1997 and 1998,  including the gains on the sale of the office buildings as
      if the sales had been completed on January 1, 1997.  The Company  believes
      that  excluding the results of operations  and gains related to the office
      buildings  sold  is  necessary  for an  understanding  of  the  continuing
      operations of the Company.

 (j)  To reflect (i)  interest  expense and loan cost  amortization  on the $100
      million debt offering offset by (ii) the reduction of interest  expense on
      the Line and mortgage  loans from the proceeds of the debt  offering,  the
      issuance  of the  preferred  units and the  proceeds  from the sale of the
      office buildings referred to in note (i).

               Pro forma interest adjustment for
                the six-month period ended June 30, 1998    $          (3,220)
                                                            ==================

               Pro forma interest adjustment for
                the year ended December 31, 1997            $          (6,439)
                                                            ==================


 (k)  To reflect the distribution on the offering of preferred units at an
      assumed annual rate of 8.125% for the six-month period ended June
      30, 1998 and year ended December 31, 1997.
<PAGE>


                                 Regency Realty Corporation
                     Notes to Pro Forma Consolidated Statements of Operations
                                  For the  Six  Month   Period
                                  Ended June 30,  1998 and
                                   the Year ended  December 31, 1997
                                         (Unaudited)
                        (In thousands, except unit and per unit data)



 (l)  The following summarizes the calculation of basic and diluted earnings
      per unit for the six-month period ended June 30, 1998 and the
      year ended December 31, 1997:

<TABLE>
<CAPTION>
                                                                                          For the Six          For the year
                                                                                         Months Ended             Ended
                                                                                         June 30, 1998      December 31, 1997
                                                                                        ----------------    -------------------
           <S>                                                                     <C>                      <C>    

           Basic Earnings Per Share (EPS) Calculation:
               Weighted average common shares outstanding                                        24,837                 17,424
                                                                                        ================    ===================

               Net income for common stockholders                                  $             20,938     $           28,152
               Less: dividends paid on Class B common stock                                       2,689                  5,140
                                                                                        ----------------    -------------------
               Net income for Basic EPS                                            $             18,249                 23,012
                                                                                        ================    ===================

           Basic EPS                                                               $               0.73                   1.32
                                                                                        ================    ===================

               Net income for Basic EPS                                            $             18,249                 23,012
               Add:  minority interest of exchangeable partnership units                            693                  1,214      
                                                                                        ----------------    ------------------      
               Net income for Diluted EPS                                          $             18,942                 24,226 
                                                                                        ================    ==================
           Diluted Earnings Per Share (EPS) Calculation:
               Weighted average common shares outstanding for Basic EPS                          24,837                 17,424
               Exchangeable operating partnership units                                           1,135                  1,243
               Incremental units to be issued under common
                 stock options using the Treasury method                                             27                     80
               Contingent units or shares for the acquisition
                 of real estate                                                                     428                    955
                                                                                        ----------------    -------------------
                        Total Diluted Shares                                                     26,427                 19,702
                                                                                        ================    ===================

           Diluted EPS                                                             $               0.72     $             1.23
                                                                                        ================    ===================
</TABLE>

<PAGE>


                         AGREEMENT OF SALE AND PURCHASE




                                 BY AND BETWEEN

                   BIG VALLEY ASSOCIATES LIMITED PARTNERSHIP,
                                    AS SELLER


                                       AND


                           RRC ACQUISITIONS TWO, INC.,
                                  AS PURCHASER




                             DATED AS OF MAY 1, 1998


<PAGE>



                                                         1
0144/14611-001  NYLIB1/811114            05/06/98  04:26 PM  (10540)
                         AGREEMENT OF SALE AND PURCHASE

                  This Agreement of Sale and Purchase (this "Agreement") is made
and  entered  into as of this 1st day of May,  1998,  by and  between BIG VALLEY
ASSOCIATES LIMITED PARTNERSHIP,  a Delaware limited partnership ("Seller"),  and
RRC ACQUISITIONS TWO, INC., a Florida corporation ("Purchaser").

                              W I T N E S S E T H:
                  WHEREAS,  Seller desires to sell, convey and assign fee simple
title to that certain real property (the "Land")  located in New Castle  County,
Delaware and more particularly  described on Schedule A attached hereto together
with all  right,  title and  interest  of  Seller  in and to (i) the  buildings,
structures,   installations,   fixtures  and  improvements  (collectively,   the
"Improvements") located on the Land, (ii) any machinery, apparatus,  appliances,
equipment,  furnishings,  fittings  and other  tangible or  intangible  personal
property   (collectively,   the  "Personalty")  now  or  hereafter  attached  or
appurtenant to or forming a part of the  Improvements or used in connection with
the  maintenance  and  operation  of the  Improvements  (excluding  all personal
property  belonging  to any of the  tenants  of  the  Property  (as  hereinafter
defined)),  and (iii) the Related Rights (as hereinafter defined) (the Land, the
Improvements,  the  Related  Rights  and the  Personalty  hereinafter  sometimes
collectively referred to as, the "Property").

                  WHEREAS,  Purchaser  desires to  purchase  the  Property  from
Seller for the  consideration  and on the terms and conditions set forth herein,
and Seller has accepted such offer.



<PAGE>


                  WHEREAS,  Seller  and  Purchaser  desire  to enter  into  this
Agreement to evidence the  agreements  of Seller and  Purchaser  relative to the
terms and  conditions  on which the Property will be sold and conveyed by Seller
to Purchaser, or its Permitted Designee.

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the receipt and adequacy of which are
hereby  acknowledged  and  intending to be legally  bound,  Seller and Purchaser
hereby make and enter into this Agreement on the following terms and conditions:

                                    ARTICLE I
                                   Definitions
                  For the purposes of this Agreement,  the following terms shall
have the meanings set forth below:

"Actual Knowledge of Seller"1.  Actual Knowledge of Seller shall mean the actual
  knowledge of (i) the  President of the general partner of the general partner
 of Seller, and (ii) the account executive for the  Property at Odin  Management
  Company,  L.P.  ("Odin");  in either case without imputing to Seller any
 knowledge of any other party,  including  without limitation,  any  other 
 agents,  managing  agents or other  representatives of Seller.

2 "Adjustment Date".  Adjustment Date shall have the  meaning  set forth in  
Paragraph 7 of Article III of this Agreement.

  "Annual Rents".  Annual Rents shall mean all Rents payable on an annual basis 
by tenants pursuant to the Leases.



<PAGE>


"Books and Records"  Books and Recordsshall mean all records, books of account
and papers of Seller relating  to  the  construction,  ownership  and  
operations  of  the  Property, including without  limitation,  architect's 
drawings,  blue prints and as-built plans,  maintenance  logs,  copies of
warranties  and  guaranties,  licenses and permits,  records and  correspondence
relating to insurance  claims,  financial statements,  operating  budgets,  
paper and electronic  media copies of data and other information  relating to 
the Property  available from personal  computers, structural,  mechanical, 
geotechnical or other engineering  studies,  soil test reports, environmental
reports, underground storage tank reports, ADA surveys or reports, OSHA 
asbestos surveys,  lease summaries and originals and/or copies of the Leases and
the Contracts and correspondence related thereto.

"Closing". Closing shall mean the  consummation  by Seller and  Purchaser of the
sale and purchase of the Property on the Date of Closing as contemplated by this
Agreement.

"Contract". Contracts shall mean the service,  maintenance  and other contracts
 and concessions  that  are  currently  in  effect  and to  which  Seller  is a 
party respecting the use, maintenance,  development, sale or operation of the
Property or any portion  thereof (but  excluding this Agreement and the Leases) 
which are listed on Schedule B together with any additions thereto,  
modifications thereof or  substitutions  therefor  hereafter  entered  into  in 
accordance  with  the provisions of this Agreement.

"Closing Date" or "Date of Closing".  Closing Date or Date of Closing shall mean
that date on which the Closing shall occur, asprovided in Paragraph 1 of Article
 III of this Agreement.

"Deposit". Deposit has the meaning given such term in Paragraph 2 of Article II
 below.



<PAGE>


"Due Dilligence Period".  Due Dilligence Period has the meaning given such term
 in Paragraph 1(b) of Article II below.

10.  "Effective Date of thi Agreement".

   Effective Date of this Agreement shall mean the date on which Seller and  
   Purchaser  execute this Agreement,  or if Seller and Purchaser do not execute
   this Agreement on the same day,  the later of the dates on which  Seller and 
   Purchaser  execute  this Agreement.

11."Environmental Reports".  Environmental Reports shall mean the Phase I and
   Phase II environmental reports delivered to Purchaser by Seller prior to the 
    date hereof.

12 "Escrow Agent". Escrow Agent means Proskauer Rose LLP, as escrow agent 
    pursuant to Article IV hereof.

13. "Estoppel Letter" shall having the meaning ascribed thereto in Paragraph 
     4(i) of Article III of this Agreement.

14. "Excluded Leasing Commissions".  Excluded Leasing Commissions shall mean 
    Leasing  Commissions,  if any, which may be due in connection  with any
    extension  or  renewal  of  existing  Leases or any new or
    expansion Leases which are entered into after the date hereof which are
    approved by Purchaser as provided herein.

15. "Existing Documents".  Existing Documents shall mean, with respect to
 the Property, all of the Contracts and the Leases.



<PAGE>


16. "Existing Indebtedness".  Existing Indebtedness shall mean the indebtedness
  evidenced  by  that  certain Promissory Note in the original principal amount
 of $12,800,000,  dated November 20,1996, from the Partnership to GECC 
(the  "Surviving  Note"),  as further evidenced by that certain Loan Agreement,
dated as of November 20, 1996, between the Partnership and GECC and secured by
that  certain  Mortgage, Security Agreement and Fixture Filing, dated as of 
November 20, 1996,  between the Partnership and GECC (the "Surviving Mortgage").

17. "Exisiting Obligations". Existing Obligations shall mean the current
 covenants,  agreements and obligations binding on Seller or the Property under
 the terms of the Existing Documents.

18. "Final Adjustment Date".  Final Adjustnent Date shall have the meaning set
 forth in  Paragraph 7 of Article III of this Agreement.

19. "GECC" GECC shall mean General Electric Capital Corporation, a New York 
corporation.

20. "Improvements".  Improvements has the meaning given such term in the first
 recital to this Agreement.

21. "Land".  Land has the meaning given such term in the first recital to this 
     Agreement.

22."Lease Rights".  Lease Rights means the rights of Seller as landlord or 
lessor under the Leases.

23. "Leases".  Leases means the  leases,  licenses  or other  tenancy or 
occupancy agreements described in Schedule C attached hereto together  with  any
modifications thereto or any new or expansion leases entered into after the date
hereof, in each case which are approved by Purchaser as provided herein.



<PAGE>


24. "Leasing Commissions".  Leasing Commissions shall mean all leasing and other
real estate commissions,fees or other compensation payable by Seller to any
real estate broker, sales person or finder who is entitled to receive such 
commission, fee or other compensation as a result of the leasing of space in the
Improvements owned by Seller to tenants (including, without limitation, 
the extension, renewal or expansion of any lease pursuant to an exercise of an 
option or otherwise).

25."Limited Partner Consent".  Limited Parter Consent has the meaning given such
    term in Paragraph 6(b) of Article II below.

26."Major Tenants".  Major Tanants has the meaning given such term in Paragraph 
     4(i) of Article III below.

27. "Monthly Rents".  Monthly Rents shall mean all Rents which are payable on a
     monthly  basis pursuant to the terms of the Leases.

28. "Mortgage Deposits".  Mortgage Deposits shall have the meaning set forth in 
    Paragraph 6(m) of Article II of this Agreement.

29. "Past Due Rents".  Past Due Rents has the meaning given such term in 
     Paragraph 7(a) of Article III below.

30. "Permitted Designee".  Permitted Designee shall mean Regency Centers L.P.,
    a  Delaware   limited partnership, or other affiliate of Purchaser approved 
    by Seller.



<PAGE>


31. "Pemitted Exceptions".  Permitted Exceptions shall mean, with respect to the
     Property, the  Title Exceptions described on Schedule D attached hereto and
     any other Title Exceptions acceptable to Purchaser, only to the extent 
     applicable  to the Property.

32."Person".  Person shall mean an individual, partnership, corporation, limited
liability company, trust, estate,  unincorporated association,  syndicate, joint
venture or organization,  or other entity,  or a government or any department or
agency thereof.

33. "Personalty"  Pesonalty has the meaning given such term in the first
     recital to this Agreement.

34. "Property".  Property has the meaning given such term in the first recital
     to this Agreement.

35. "Real Property Taxes".  Real Property Taxes shall mean any and all real 
estate taxes, payments in lieu of real estate taxes, ad valorem and personal
property taxes, and other state, county and municipal taxes, charges and 
assessments (special or otherwise).

36. "Realted Rights'. Related Rights shall mean:

  (a) all easements,  rights-of-way licenses,  interests, rights
and  appurtenances  of any kind  owned by the Seller  appertaining  to the Land,
including,  but not  limited  to, any right,  title and  interest  in and to any
adjacent vaults or alleys;


<PAGE>


                  (b) all right, title and interest, if any, of Seller in and to
any land lying in the bed of any highway,  street,  road, avenue,  access way or
easement opened or proposed, in front of, at a side of or adjoining the Land and
to the center line  thereof;  and all rights,  titles and interests of Seller in
and to any awards made, or to be made in lieu thereof,  and in and to any unpaid
awards  for damage  thereto by reason of a change of grade of any such  highway,
street, road or avenue;
                  (c)  Seller's  right,  title  and  interest  in  all  security
deposits,  if any,  held in connection  with the Leases,  excluding any interest
earned thereon;
                  (d) Seller's right, title and interest in the Contracts and in
all the warranties, guaranties, bonds, building permits, utility reservations or
allocations  (but not deposits),  and  certificates of compliance and occupancy,
relating to the Land, the Improvements or the Personalty;
                  (e) the Books and Records and all site  plans,  surveys,  soil
and  substrata  studies,   architectural  drawings,  plans  and  specifications,
engineering plans and studies,  floor plans,  landscape plans and other plans or
studies  of any kind  owned  by  Seller  and in  Seller's  possession  or in the
possession of Seller's members, employees, agents, or in the possession of Odin,
that relate to the Land, the Improvements or the Personalty;
                  (f) any condemnation  award made or to be made in lieu thereof
relative to any damage to or any  condemnation  or other taking of the Land, the
Improvements or the Related Rights;
                  (g) any insurance  proceeds  relating to any casualty loss due
and owing to Seller as a result of damage or  destruction  of all or any portion
of the Property to the extent not applied by Seller to restore the Property; and
                  (h) Seller's right, title and interest in the Leases.



<PAGE>


37. "Rents"  Rents shall mean all rents, percentage rents, additional rents,
common area maintenance  charges,  escalation payments and other charges payable
by the tenants under the Leases,  excluding Real Property Taxes that are payable
by tenants under the Leases.

38.. "Survey". Survey shall mean, with respect to the Property, a plat of a then
current  (not  more than  ninety  (90)  days old or such  lesser  time as may be
required by Title Insurer to issue the Title Policy)  "as-built"  ALTA survey of
the Land and  Improvements.  The  survey  shall  (A) be in  accordance  with the
applicable  Delaware  law and custom;  (B) show the  location of all  buildings,
structures and easements on each of the parcels, all encroachments,  if any, and
such other  matters as  reasonably  requested by  Purchaser or Title  Insurer in
order to issue the Title  Policy,  and (C) be certified to each of Purchaser and
Title Insurer.

39. "Title Commitment".  Title Commitment shall mean, with respect to the  
Property, an ALTA form of Commitment for Title Insurance issued by the Title 
     Insurer,  updated  as of the  Closing  Date,  setting  forth  the terms and
conditions  on  which,  and the Title  Exceptions  subject  to which,  the Title
Insurer  will issue the Title  Policy,  and  legible  copies of all  instruments
therein referred to as evidencing Title Exceptions.


<PAGE>


40. "Title Exceptions"  Title Exceptions shall mean, with  respect to the 
  Property,  the defects in, exceptions to, or conditions or liens or other 
 encumbrances on the title to the Land, the Improvements or such of the Related 
 Rights as are  related to the Property whether evidenced by written instrument
or otherwise  evidenced; any overlapping upon the Land by improvements situated 
 on other lands; anyencroachments upon or by the Land or Improvements; any 
 boundary disputes regarding the boundaries of the Land; and the terms, 
 provisions and conditions contained in any instruments evidencing or referring 
 to any such defects, exceptions, conditions, liens or other encumbrances, 
 overlaps, encroachments or boundary disputes.

41."Title Insurer" Title Insurer shall mean First American Title
     Insurance Company.

42. "Title Policy".  Title Policy shall mean, with respect to the Property, an
    ALTA  1992 (10-17-92) Owners Policy of Title Insurance with Comprehensive
  Endorsement 100, issued to Purchaser, or its Permitted Designee, by the Title
  Insurer as contemplated in Article III below, and subject only to the
  Permitted Exceptions.

43. "UCC Searches".  UCC Searches shall mean reports of searches made of the 
 Property  and Uniform Commercial Code Records of the county and city in which
 the Land is located and of the Uniform Commercial Code Records maintained in
 the office of the Secretary of State of Louisiana, with regard to Uniform  
 Commercial Code Financing Statements in which Seller is named as the  debtor,
  by both the respective Recorder of Deeds and the Secretary of State of
 Delaware,respectively, or by the Title Insurer or other reputable concern 
 regularly engaged in the search of such records and the issuance of such 
 reports.

 44. "Update". Update has the meaning given such term in Paragraph 3 of 
    Article II below.

The terms used in this Agreement  which are defined in (a) the
introductory  paragraphs of this Agreement,  (b) in the further Articles of this
Agreement,  and (c) in the  Schedules and Exhibits  attached to this  Agreement,
shall have the respective definitions there ascribed to them.

                                   ARTICLE II



<PAGE>


                         Agreement to Sell and Purchase;
                           Terms of Sale and Purchase
                  . (a) Subject to the terms,  covenants and  conditions of this
Agreement,  Seller  agrees to sell and convey the  Property  to  Purchaser,  and
Purchaser  agrees to  purchase  and accept the  Property  from  Seller,  for the
consideration  and subject to the terms,  covenants,  conditions  and provisions
herein set forth.



<PAGE>


 (b)Purchaser shall have from the date hereof through and including the later of
(i) June 7, 1998,  or (ii) the day which is ten (10) days after the later of the
dates on which Purchaser  receives (w) the Title Commitment,  (x) the Survey and
(y) the forms of the consent to the  transaction  by the holder of the Surviving
Mortgage and (z) any assignment and  assumption or other  documents  required by
the holder of the Surviving Mortgage to consummate the transactions contemplated
hereby,  but in no event later than June 15, 1998, (the "Due Diligence  Period")
to conduct at Purchaser's sole cost and expense,  (i) non-invasive due diligence
investigations  and analysis of the Property and all  information  pertaining to
the  Property,  including,  without  limitation,   reviewing  environmental  and
engineering   reports,   surveys,   title  reports   (including   the  Permitted
Exceptions),  the Leases and any other matters deemed  necessary or desirable in
Purchaser's  judgment  and  (ii)  subject  to the  conditions  and  terms of the
immediately  following  sentence  and  subject to the prior  approval of Seller,
which  approval  shall not be  unreasonably  withheld or delayed,  conduct  such
invasive due diligence inspections of the Property as may be reasonably required
in  order  to  investigate  any  environmental   conditions   disclosed  by  the
Environmental  Reports.  Subject to the rights of the tenants  under the Leases,
Seller shall permit Purchaser, at reasonable times and upon prior written notice
to Seller,  access to the  Property to Purchaser  for the purpose of  conducting
such reasonable inspections as Purchaser shall deem necessary and Purchaser does
hereby agree to indemnify and hold Seller  harmless from and against any and all
loss, damage,  cost and expense which may be suffered or incurred by Seller as a
result of any inspections  performed by Purchaser on the Property.  In addition,
Seller shall permit  Purchaser to interview any tenants under the Leases who are
willing to be interviewed by Purchaser, provided that (i) Purchaser gives Seller
reasonable  notice of  Purchaser's  intent to  interview  a tenant,  (ii) Seller
and/or  its  representative  may be present  at the  interview  and (iii) a time
mutually  agreeable  to  Seller,  Tenant and  Purchaser  is  scheduled  for such
interview.

                  If Purchaser,  in its sole  discretion,  determines that it is
not satisfied  with the results of its due diligence  investigation  and that it
does not desire to consummate the transactions contemplated hereby, and notifies
Seller by 5:00 p.m. - Eastern Daylight Time on the last day of the Due Diligence
Period of its election to terminate  this  Agreement,  then the Deposit (and any
interest earned thereon) shall be returned to Purchaser and this Agreement shall
thereupon  become  null and void and there  shall be no further  obligations  or
liability of the parties hereto except such  obligations as are expressly stated
to survive a termination of this Agreement.

                  ..       Deposit and Purchase Price



<PAGE>


                            (a)  Purchaser  shall deposit with Escrow Agent (the
"Deposit") the sum of One Hundred
Thousand and No/100  Dollars  ($100,000.00)  upon the  execution and delivery of
this  Agreement,  by wire transfer of Federal funds to an account  designated by
Escrow Agent (the "Escrow  Account").  Provided  Purchaser has not exercised its
right to terminate  this Agreement  during the Due Diligence  Period as provided
for in Section 1(b) of this  Agreement,  Purchaser shall deposit with the Escrow
Agent the sum of Four Hundred Thousand and No/100 Dollars ($400,000.00) no later
than the next business day after the day of the  expiration of the Due Diligence
Period,  by wire  transfer of Federal funds to the Escrow  Account,  such amount
being  considered for purposes of this Agreement as part of the Deposit upon its
receipt by Escrow Agent.

 (b) Escrow  Agent  shall  hold and apply the  Deposit (and any interest earned
     thereon) in accordance with the terms of Article IV herein.

    The consideration for the conveyance of title to the Property (the "Purchase
Price") shall be the sum of Twenty-Two  Million Five Hundred Thousand and No/100
Dollars ($22,500,000.00), payable as follows:

(a) At Closing, Purchaser shall pay to Seller the sum of Twenty-Two Million Five
Hundred Thousand and No/100 Dollars ($22,500,000.00) (subject to the adjustments
hereinafter  set  forth),  less the  amounts set forth in clauses (b) and (c) of
this Section 2.2, by wire transfer of immediately  available Federal funds to an
account or accounts as may be  designated by Seller in writing not less than two
business days prior to the Date of Closing; and

(b) The amount of the  Deposit  held by Escrow  Agent
shall be paid to Seller by Escrow Agent; and

(c) Purchaser shall acquire title to the Property subject to the outstanding
principal balance of the Existing Indebtedness as of the Date of Closing.



<PAGE>


(a) Within three (3) days after the  Effective  Date of this Agreement,
Purchaser  shall order from the Title  Insurer,  with respect to the Property, 
 at Purchaser's  expense:  (i) a Title  Commitment  covering  Seller's
interest in the Land, the  Improvements  and the Related Rights and (ii) the UCC
Searches with respect to the Property.



<PAGE>


(b)Purchaser shall notify the attorneys for Seller in writing of any of
Purchaser's  objections to title  disclosed in the Title  Commitment  within the
later of (x) ten (10) days of Purchaser's  receipt of the Title  Commitment,  or
(y) ten (10) days after the date  hereof.  Seller  shall have no  obligation  to
remove any  exception  to title which is a Permitted  Exception  and,  except as
expressly provided in this Agreement,  Seller shall have no obligation to remove
any  exception to title which is not a Permitted  Exception.  If  exceptions  to
title  appear on the Title  Commitment,  or any  update of the Title  Commitment
issued on or prior to the Date of Closing  (an  "Update"),  which  Seller is not
obligated to remove,  and if Seller is unable,  or elects not, to eliminate such
exceptions to title and, accordingly,  is unable to convey title to the Property
in  accordance  with the  provisions of this  Agreement,  Seller shall so notify
Purchaser and Purchaser,  within ten (10) days following  Purchaser's receipt of
said notice,  shall either (i) elect to terminate this Agreement by notice given
to Seller,  in which event the Escrow  Agent shall  refund the Deposit  together
with any interest  accrued  thereon to Purchaser  and no party shall  thereafter
have any  further  rights,  duties or  obligations  hereunder,  or (ii) elect to
accept title to the Property subject to such  exceptions,  without any abatement
of the Purchase Price. If Purchaser shall not make such election within such ten
(10) day period,  Purchaser  shall be deemed to have  elected  clause (ii) above
with the same force and effect as if  Purchaser  had elected  clause (ii) within
such ten (10) day period. Notwithstanding the foregoing, in the event that as of
the Date of Closing the Property  shall be subject to any monetary  liens (i.e.,
judgment liens, mechanics liens, mortgages or deeds of trust) voluntarily placed
against  the   Property   by  Seller   other  than  any   Permitted   Exceptions
(collectively, "Liens"), then Seller shall be required to cause such Liens to be
removed and  discharged  of record on or before the Date of  Closing;  provided,
however,  that if the amount required to cause such Liens to be discharged shall
exceed the sum of  $125,000,  then Seller,  at its option,  shall be entitled to
terminate  this  Agreement  upon written  notice to Purchaser in which event the
Deposit together with any interest earned thereon shall be returned to Purchaser
and  neither  Purchaser  nor Seller  shall have any  further  rights,  duties or
obligations  hereunder.  Notwithstanding the foregoing,  Seller shall remove and
discharge of record any mortgages or deeds of trust  voluntarily  placed against
the  Property by Seller  other than  Permitted  Exceptions  and,  subject to the
prorations hereinafter provided, Seller shall be entitled to receive any escrows
on deposit with the holders of any such mortgages or deeds of trust.



<PAGE>


(c) Notwithstanding anything to the contrary contained in Paragraph 3(b) hereof,
if the Title Commitment or any Update discloses judgments, bankruptcies or other
returns against other persons or entities having names the same as or similar to
that of Seller,  Seller,  on request,  shall  deliver to  Purchaser or the Title
Insurer  affidavits  to the effect that such  judgments,  bankruptcies  or other
returns are not against Seller.  If the Title Commitment or any Update discloses
exceptions (other than the Permitted  Exceptions) which may be removed solely by
delivery of an affidavit,  reasonably requested by the Title Insurer,  which can
be delivered by Seller or by reference to Seller's existing title policy, Seller
shall deliver such affidavit and remove such exceptions. If the Title Commitment
or any  Update  discloses  exceptions  (other  than  the  Permitted  Exceptions)
including,  without limitation,  mortgages,  judgments,  mechanics liens arising
from work performed at the direction of Seller,  or federal,  state or local tax
liens against Seller,  and, except as otherwise provided in the last sentence of
subsection 3(b) above,  Seller,  in its sole  discretion,  chooses not to remove
such exceptions,  Purchaser is entitled to elect to terminate this Agreement and
to receive the Deposit and all interest earned thereon. If Seller is required or
chooses, in its sole and absolute discretion, to remove such exceptions,  Seller
shall be entitled to one or more  adjournments  of the Closing (not in excess of
90 days  in the  aggregate)  to  remove  such  exceptions.  Notwithstanding  the
foregoing,   Seller,  at  its  option  in  lieu  of  satisfying  such  liens  or
encumbrances  and  provided  that the amount  required to satisfy such liens and
encumbrances  does not exceed  $50,000,  may deposit with the Title Insurer such
amount of money as may be determined by the Title Insurer as being sufficient to
induce  it  to  affirmatively   insure  Purchaser   against  such  liens  and/or
encumbrances,  including interest and penalties,  out of or against the Property
(and to omit such exceptions  from any mortgagee  policy in favor of Purchaser's
lender),  in which event such liens and encumbrances  shall not be objections to
title.



<PAGE>


                  . Within  three  (3) days  after  the  Effective  Date of this
Agreement,  Purchaser shall order, at Purchaser's expense, a Survey with respect
to the  Property,  prepared and  certified as to all matters  shown thereon by a
registered,  public  surveyor  acceptable  to Purchaser  and the Title  Insurer.
Purchaser  shall  notify  the  attorneys  for  Seller  in  writing  of any Title
Exceptions  disclosed  by the Survey  (including  any matters  disclosed  by the
Survey which affect or relate to any of the  Permitted  Exceptions in a material
adverse manner and renders such Permitted Exceptions  unacceptable to Purchaser,
in the exercise of Purchaser's  reasonable judgment) within the later of (x) ten
(10) days of  Purchaser's  receipt of same,  or (y) ten (10) days after the date
hereof.  Except as expressly  provided in this  Agreement,  Seller shall have no
obligation to remove any such Title Exceptions  disclosed by the Survey.  If any
such  Title  Exceptions  disclosed  by the  Survey  exist  which  Seller  is not
obligated to remove,  and if Seller is unable,  or elects not, to eliminate such
Title  Exceptions,  Seller shall so notify  Purchaser and Purchaser,  within ten
(10) days following  Purchaser's receipt of said notice,  shall either (i) elect
to terminate this Agreement by notice given to Seller, in which event the Escrow
Agent shall  refund the Deposit  together  with any interest  earned  thereon to
Purchaser  and no party  shall  thereafter  have any further  rights,  duties or
obligations hereunder,  or (ii) elect to accept title to the Property subject to
such Title  Exceptions  as shown on the  Survey,  without any  abatement  of the
Purchase  Price.  If Purchaser shall not make such election within such ten (10)
day period, Purchaser shall be deemed to have elected clause (ii) above with the
same force and effect as if  Purchaser  had elected  clause (ii) within such ten
(10) day periodPurchaser hereby acknowledges that Purchaser has received and
 approved the copies of the Leases relating to the Property.

  Seller hereby represents and warrants to Purchaser as of the date hereof that:

(a) Seller is a limited partnership duly organized, validly existing and in good
standing existing under the laws of the State of Delaware.



<PAGE>


     (b) Seller, and the general partner of Seller executing this Agreement (the
"General  Partner"),  each have all requisite  power and authority to enter into
and  perform  and carry out this  Agreement  and the  transactions  contemplated
hereby,  subject,  however,  to Seller  obtaining the written consent of limited
partners  of Seller  whose  Capital  Contributions  (as such term is  defined in
Seller's Third Amended and Restated Limited Partnership  Agreement,  dated as of
February 1, 1986) are at least 66 2/3 percent of the  Capital  Contributions  of
all of the limited partners admitted as limited partners of the Seller ("Limited
Partner Consent"),  and this Agreement and the transactions  contemplated hereby
are in all respects  subject to and  conditioned  upon Seller's  obtaining  such
consent, as provided in Paragraph 24 of Article V of this Agreement.  Subject to
obtaining the consent of Seller's  limited  partners as provided above, (i) this
Agreement has been duly executed and delivered by Seller by its General  Partner
and constitutes the valid, binding and enforceable obligation of Seller, subject
to  applicable  bankruptcy  and  insolvency  laws and  affecting  the  rights of
creditors  generally,  and (ii) all  documents to be executed  and  delivered by
Seller by its  General  Partner  in  connection  herewith,  upon  execution  and
delivery   thereof,   shall  constitute  the  valid,   binding  and  enforceable
obligations  of Seller in accordance  with their  respective  terms,  subject to
applicable  bankruptcy and insolvency laws and affecting the rights of creditors
generally. Seller agrees to endeavor in good faith to obtain the Limited Partner
Consent by June 10, 1998.

(c) Neither the execution and delivery of this Agreement nor the consummation of
the purchase  contemplated  hereby in accordance with the terms hereof conflicts
with,  results  in a breach  of the  terms,  conditions  or  provisions  of,  or
constitutes a default or grants a right to termination or acceleration under (a)
Seller's organizational papers or any amendment thereof, or (b) any lien, lease,
agreement,  franchise,  license, permit, instrument or other undertaking, or any
order, writ, injunction,  decree or award or any court or governmental authority
or body,  to which  Seller  is a party  or by  which it is or may be  bound,  or
results in a  violation  of any  applicable  law,  statute,  ordinance,  rule or
regulation;  provided,  however, the parties hereto acknowledge that the Closing
is  subject  to (i)  the  consent  of  GECC to the  assignment  of the  Existing
Indebtedness  from Seller to Purchaser and (ii) the receipt by the Seller of the
Limited Partner Consent and that the  representation in this Paragraph 6(c) with
respect to the consummation of the transactions contemplated hereby assumes that
such consent of GECC and the Limited Partner Consent are received.



<PAGE>


     (d) The execution and delivery of, and consummation of the transactions
contemplated  by, this  Agreement  is not  prohibited  by, and will not conflict
with,  constitute  grounds  for  termination  of, or result in the breach of the
Leases,  the Existing  Documents or any other  agreement or  instrument to which
Seller  is now a  party  or  otherwise  subject,  subject,  however,  to  Seller
obtaining  the  written  consent  of  GECC  to the  assignment  of the  Existing
Indebtedness to Purchaser.

(e)Seller(without imputing to Seller any knowledge of the receipt of any written
notices by any managing  agent,  agent for service of process or any other third
party) has not received any written notice,  and has no Actual  Knowledge of the
issuance of any written  notice,  issued by the  departments of building,  fire,
labor, health or other departments and governmental agencies having jurisdiction
against  or  affecting  the  Property  that  the  Property  is in  violation  of
applicable  local,  state or federal  laws,  statutes,  rules,  regulations  and
ordinances (including,  without limitation, zoning and environmental regulations
and ordinances).  Notwithstanding the foregoing,  Purchaser acknowledges that it
has been notified of the  exceptions to the foregoing  representation  which are
listed on Schedule E attached hereto.

 (f) To the Actual Knowledge of  Seller, there is no action, suit, proceeding or
claim (including any pending or threatened condemnation proceedings),  affecting
Seller or the Property,  or any portion  thereof,  relating to or arising out of
the ownership,  management,  operation, use or occupancy of the Property pending
or being prosecuted in any court or by or before any federal,  state,  county or
municipal departments, commission, board, bureau or agency or other governmental
instrumentality  nor, to the Actual  Knowledge  of Seller,  is any such  action,
suit, proceeding or claim threatened or being asserted.



<PAGE>


(g) Except for the Excluded Leasing Commissions (which shall be the
 responsibility of Purchaser), all Leasing Commissions due in connection with
 the Leases shall be paid by Seller on or before the Date of Closing.

  (h) To the Actual Knowledge of Seller, there is no (1) pending or contemplated
annexation or condemnation  proceedings  affecting,  or which may affect, all or
any portion of the  Property,  (2) proposed or pending  proceeding  to change or
redefine the zoning  classification of all or any portion of the Property or (3)
proposed change in road patterns or grades which may adversely  affect access to
the roads providing a means of ingress to or egress from the Property.

  (i) Annexed hereto as Schedule C, is a true and complete list of all Leases of
space at the Property in effect as of the date hereof, which schedule sets forth
(i) the monthly  rentals  reserved  thereunder,  (ii) the amount of any security
deposits held  thereunder  (subject to possible  future  application  thereof in
accordance with the terms and conditions of the applicable Lease), and (iii) the
expiration date of such Leases.  True, complete and correct copies of the Leases
and all  amendments,  modifications  and  supplements  have  been  delivered  to
Purchaser prior to the date hereof and Purchaser hereby acknowledges  receipt of
the same,  and upon  Closing  Purchaser  shall be deemed to have  approved  such
Leases  and all  amendments,  modifications  and  supplements  and  the  tenants
thereunder. Except for the Leases described in Schedule C hereto, Seller has not
entered  into  any  leases,  licenses  or  occupancy  agreements  affecting  the
Property.



<PAGE>


    (j) Annexed hereto as Schedule G is a true, complete and correct copy of the
certificate of insurance  covering the Property and which reflects the coverages
applicable  thereto.  All such insurance (or  replacements or renewals  thereof)
shall be maintained in full force and effect until the Closing Date.

   (k) Seller is not a foreign person as defined in Section 1445 of the Internal
Revenue  Code.  Seller shall  deliver to Purchaser at the Closing a  non-foreign
person affidavit  ("Firpta  Affidavit")  containing such information as shall be
required by said Section 1445.

 (l) Except for the Permitted Exceptions and as otherwise provided in Schedule H
attached  hereto,  on the Date of Closing  there will not be any  Contracts,  or
other  agreements  which will be binding on Purchaser  subsequent to the Date of
Closing with respect to any Property  which cannot be canceled,  at  Purchaser's
option upon the giving of prior written notice.



<PAGE>


 (m) To Seller's knowledge, without investigation or inquiry and based solely on
the review of the records of Odin, (i) the Surviving  Mortgage is presently held
by GECC and is in good standing with no default  thereunder,  (ii) the principal
balance  of  the  Surviving   Note   outstanding  as  of  April  16,  1998,  was
$12,568,773.46  and the monthly  payment of principal and interest,  including a
payment on account of the tax and insurance  escrow in the amount of $11,667.00,
due May 1, 1998 under the  Surviving  Note is  $121,759.51,  (iii) the  Existing
Indebtedness   presently   bears   interest   as  the  rate  of  nine  and  four
one-hundredths percent (9.04%) per annum, as provided in the Surviving Note; and
(iv) as of April 16,  1998,  Seller had escrow  deposits  with the holder of the
Surviving  Mortgage totaling  $79,825.45 for taxes and insurance and $35,000 for
capital improvements and otherwise ("Mortgage  Deposits").  Purchaser and Seller
agree that in connection with the Closing the Purchaser  shall acquire  Seller's
interest in the  Mortgage  Deposits,  subject to the rights of the holder of the
Surviving  Mortgage and the  provisions of the Surviving  Mortgage,  and that at
Closing  Purchaser  shall  pay to  Seller  in cash the  amount  of the  Mortgage
Deposits at the time of Closing.  Seller shall use  reasonable  efforts to cause
the holder of the Surviving  Mortgage to execute and deliver to Purchaser  prior
to the  expiration  of the Due  Diligence  Period  (i) an  estoppel  in form and
substance reasonably acceptable to Purchaser (provided,  however, obtaining such
estoppel is not a condition to Closing) and (ii) the holder's written consent to
the transactions contemplated hereby.

  Purchaser hereby represents and warrants to Seller as of the date hereof that:

  (a)  Purchaser is a corporation duly organized, validly existing, and in good
standing  under the laws of State of Florida,  and has all  requisite  power and
authority to own,  lease and operate its properties and to carry on its business
as now conducted and to consummate the transactions contemplated hereby.

(b) Purchaser has full right,  power and authority to enter into this Agreement
 and all documents and agreements described herein to be executed by Purchaser 
and to consummate the transactions contemplated hereby, and this Agreement and 
     such other  documents and agreements  constitute (or will  constitute  when
executed  and  delivered)  the valid,  binding  and  enforceable  obligation  of
Purchaser in  accordance  with their  respective  terms,  subject to  applicable
bankruptcy and insolvency laws and affecting the rights of creditors generally.


<PAGE>


(c) Neither the execution and delivery of this Agreement nor the consummation of
the purchase  contemplated  hereby in accordance with the terms hereof conflicts
with,  results  in a breach  of the  terms,  conditions  or  provisions  of,  or
constitutes a default or grants a right to termination or acceleration under (a)
Purchaser's   organizational  papers  or  any  amendment  thereof,  or  (b)  any
indenture, mortgage, deed of trust, lien, lease, agreement,  franchise, license,
permit, instrument or other undertaking, or any order, writ, injunction,  decree
or award or any court or governmental authority or body, to which Purchaser is a
party  or by which it is or may be  bound,  or  results  in a  violation  of any
applicable law, statute, ordinance, rule or regulation.

 (d)To the actual knowledge of Purchaser, there is no action, suit or proceeding
pending or, threatened  against Purchaser in any court or by or before any other
governmental  agency or  instrumentality  which would  materially  and adversely
affect the ability of Purchaser to carry out the  transactions  contemplated  by
this Agreement.

(e)There are no actions, voluntary or involuntary, pending against Purchaser
under any bankruptcy, reorganization,  arrangement, insolvency or similar United
States federal or state statute.



<PAGE>


Prior to the  Closing, Seller shall keep and maintain the Property in the manner
presently maintained and operated by Seller (ordinary wear and tear excepted), 
including without limitation using reasonable efforts to maintain the Surviving
Mortgage in good standing, without default. Prior to Closing, unless required by
law or to effect or comply with the request or direction of a branch, department
or agency of the United States government, Seller shall not, without the prior 
written consent of Purchaser, which consent shall be not be unreasonably 
withheld or delayed:

(a) amend, renew, extend or modify any Lease in any material respect; except as
 a result of a default by the tenant under any Lease, terminate or accept the
surrender of any Lease;  or enter into any new lease of any  portion of the
Property or approve any sublease or assignment of Lease;

       (b) except as otherwise required under the Leases, permit any structural
modification or additions to the Improvements or the Land except for
insubstantial and immaterial changes which do not adversely affect the
Improvements or the Land or the value thereof;

   (c) sell or otherwise dispose of any item or groups of items constituting the
Personalty except for insubstantial and immaterial changes which do not 
adversely affect the Improvements or the Land or the value thereof;

(d) offer or sell (or agree to offer or sell) or encumber (or agree to encumber)
any part of the Property, or create (or agree to create) any exception to or
covenant, restriction, easement or other servitude on the Property; or

(e)  cancel  or  lower  the  limits  of any  existing insurance coverage on the 
     Property.



<PAGE>


Seller shall bear the risk of all loss or damage to the Property from all causes
through the Closing. In the event, on or prior to the Date of Closing, any of
the Improvements, the Land or any of the items constituting the Personalty  
should be damaged or destroyed as a result of fire or other casualty or any
other cause whatsoever, Seller shall  promptly  give Purchaser written notice of
such destruction or damage. The rights and obligations of Seller and Purchaser
by reason of such destruction or damage shall be as follows:

(a) If the cost of repair and restoration (as such term is defined below) of
such destruction or damage shall be $250,000 or less with  respect to the 
Property, the obligations of Purchaser with respect to the Property shall not be
affected by such destruction or damage and Purchaser shall accept title to the 
     Property in its  destroyed  or damaged  condition;  but (i) at the Closing,
Seller shall assign to Purchaser all of Seller's rights,  title and interests in
and to the proceeds of any insurance  carried by Seller and payable with respect
to such  destruction or damage (other than as have been used for repairs);  (ii)
Seller shall pay any deductible on the applicable  insurance policy with respect
to such  destruction or damage or credit the amount of such  deductible  against
the Purchase Price;  and (iii) there shall be no other reduction in the Purchase
Price.

   (b) If the cost of repair and restoration of such destruction or damage shall
exceed $250,000 with respect to the Property, Purchaser shall have the option
either  to:  (i)  accept  title to the  Property  in its  destroyed  or  damaged
condition in accordance with and subject to the provisions of  subparagraph  (a)
above;  or (ii)  terminate  this  Agreement  by giving  notice to such effect to
Seller not later than ten (10) days after the cost of repair and  restoration is
determined (as provided below); upon the giving of such notice by Purchaser, the
Deposit together with any interest earned thereon shall be returned to Purchaser
and neither Seller nor Purchaser shall have any further obligation hereunder.



<PAGE>


The term  "cost of repair and restoration" shall mean an estimate of actual cost
of repair and restoration obtained by Purchaser, within ten (10) days of receipt
of notice from Seller from a reputable contractor regularly doing business in
the county where the Property is located  provided that if such Seller does not
agree with such estimate, such Seller may obtain, within ten (10) days of 
receipt of notice of the estimate obtained by Purchaser, an estimate from a 
reputable contractor regularly doing business in such county, and if such
contractor shall not agree to the estimate obtained by Purchaser, then, said 
contractors shall obtain an estimate from a third reputable contractor regularly
doing business in such county and the "cost of repair and restoration" shall
mean the estimate of such third contractor.



<PAGE>


If, after the date hereof and prior to the  Closing, all or any material portion
of the Property is condemned or taken by eminent domain (or is the subject of a 
pending or contemplated condemnation proceeding or taking by eminent domain 
which has not been completed), or if any variance or similar law affecting any
significant portion of the Property is changed,  the Seller shall promptly  give
     the Purchaser  reasonably  detailed  written  notice of such  condemnation,
taking or change,  and the  Purchaser  shall have the option to  terminate  this
Agreement by giving  notice to Seller  within twenty (20) days after the receipt
of Seller's  notice,  whereupon this Agreement shall be terminated,  the Deposit
together  with any interest  earned  thereon  shall be returned to Purchaser and
thereafter  neither  Seller nor  Purchaser  shall have any  further  obligations
hereunder.  If the  Purchaser  does not exercise  its option to  terminate  this
     Agreement as hereinabove  set forth,  then this  Agreement  shall remain in
full  force  and  effect  without  a  reduction  in the  Purchase  Price and the
Purchaser  shall be  entitled  to any and all  claims  that  Seller  may have to
condemnation  awards  and/or any and all causes of action  with  respect to such
condemnation  or taking of, or such change  relating to, the Property and Seller
shall pay to the Purchaser, by certified or official bank check, an amount equal
to all payments  theretofore made with respect to such  condemnation,  taking or
change.  For purposes of this paragraph,  a taking by condemnation or by eminent
domain of the  Property  shall be deemed to affect a "material  portion" of such
Property if (i) the estimated value of the portion of the Property taken exceeds
$250,000 or (ii) it results in any Major  Tenant  having the right to  terminate
its Lease as a result of such  taking by  condemnation  or by eminent  domain or
     (iii) it results in a  reduction  of rent  payable by the Major  Tenants in
excess of five percent (5%) of the rent  payable by the Major  Tenants  prior to
such taking. ARTICLE III

                  Closing Conditions and Other Closing Matters

                  . The  Closing  shall be on or about  June 15,  1998,  or such
other date as the parties hereto shall agree,  but in no event earlier than five
(5) days after the expiration of the Due Diligence Period or later than June 22,
1998, time being of the essence as of such date. The Closing shall take place on
the  Closing  Date at 10:00 a.m.  at the  offices of  Proskauer  Rose LLP,  1585
Broadway,  New York,  New York or at such other place as may be mutually  agreed
upon by Seller and Purchaser. At Seller's option, the Closing shall be conducted
as an escrow closing pursuant to an escrow closing  agreement to be entered into
by Seller and Purchaser  with First American  Title  Insurance  Company on terms
mutually satisfactory to Seller and Purchaser.

                  . The obligation of Purchaser to consummate  the  transactions
provided  for herein is subject to and  contingent  on the  satisfaction  of the
following conditions or the waiver of the same by Purchaser:



<PAGE>


       (a) All of the representations and warranties of Seller set forth in this
Agreement  shall be true and correct in all material  respects as of the Date of
Closing.

(b) Seller shall have performed, satisfied and complied with, in all material
respects, all covenants, agreements and conditions required by this Agreement to
be performed or complied with by Seller on or before the Date of Closing.

(c)  Purchaser or its Permitted  Designee  shall have received the Title Policy.

(d) Purchaser or its Permitted Designee shall have received the Estoppel Letters
from (i) all Major  Tenants in accordance  with  Paragraph 4 of this Article III
and (ii) at least eighty  percent (80%) of all other tenants in accordance  with
Paragraph 4 of this Article III.

(e)      Seller shall have obtained the Limited Partner Consent as set forth in
Paragraph 24 of Article V.

     The conveyance of the Property to Purchaser, or its Permitted Designee, by
Seller  shall  have been  approved  by GECC,  and  Purchaser,  or its  Permitted
Designee,  shall have been approved,  in writing, by GECC to assume the Existing
Indebtedness,  including,  without  limitation,  the  Surviving  Mortgage,  loan
agreement  and  Surviving  Note  evidencing  the Existing  Indebtedness  and the
documentation  necessary to effectuate such  assignment and assumption  shall be
fully executed and delivered prior to Closing.



<PAGE>


                  In the event that any of the foregoing conditions shall not be
satisfied  or  waived  by  Purchaser  on or  before  the Date of  Closing,  this
Agreement  shall be deemed  terminated  and of no  further  force,  the  Deposit
together  with any interest  earned  thereon  shall be returned to Purchaser and
neither  Purchaser  nor  Seller  shall  have  any  further  rights,   duties  or
obligations hereunder.

                  . The  obligation  of Seller to  consummate  the  transactions
provided  for herein is subject to and  contingent  on the  satisfaction  of the
following conditions or the waiver of the same by Seller:

(a)    All of the representations and warranties of Purchaser set forth in this
Agreement  shall be true and correct in all material  respects as of the Date of
Closing.

(b)     Purchaser shall have performed, satisfied and complied, in all material
respects,  with  all  covenants,  agreements  and  conditions  required  by this
Agreement to be performed or complied with by Purchaser on or before the Date of
Closing.

(c)     Seller shall have obtained the Limited Partner Consent as set forth in
Paragraph 6(b) of Article II of this Agreement.

d)   The conveyance of the Property to Purchaser, or its Permitted Designee, by
Seller  shall  have been  approved  by GECC,  and  Purchaser,  or its  Permitted
Designee,  shall have been approved,  in writing, by GECC to assume the Existing
Indebtedness,  including,  without limitation,  the mortgage, loan agreement and
note evidencing the Existing  Indebtedness  and the  documentation  necessary to
effectuate such assignment and assumption  shall be fully executed and delivered
prior to Closing.



<PAGE>


                  In the event that any of the foregoing conditions shall not be
satisfied or waived by Seller on or before the Date of Closing,  this  Agreement
shall be deemed  terminated and of no further force,  the Deposit  together with
any interest earned thereon shall be returned to Purchaser and neither Purchaser
nor Seller shall have any further rights, duties or obligations hereunder.

                  . At Closing,  Seller shall  deliver and furnish to Purchaser,
or its  Permitted  Designee  (either  directly or under the terms of the closing
escrow agreement), duly executed, notarized originals of the following documents
(the"Seller Closing Documents"):

     (a)  Special  warranty  deed (the  "Deed") in the form  attached  hereto as
Exhibit  A so as to convey  to  Purchaser,  or its  Permitted  Designee,  all of
Seller's title to the Property, free of all liens and encumbrances to the extent
expressly  provided  herein other than the Permitted  Exceptions and the Leases,
which Deed will be in recordable form, duly executed;

     (b) An original  counterpart  of an Assignment  and Assumption of Leases in
the form  attached  hereto as  Exhibit B for the  Leases  (the  "Assignment  and
Assumption of Leases"),  assigning to Purchaser,  or its Permitted Designee, all
of Seller's right, title and interest as landlord under such Leases.

     (c) An original  counterpart  of a General  Assignment  and  Assumption  of
Existing  Documents  in the form  attached  hereto as  Exhibit  C (the  "General
Assignment and Assumption of Existing  Documents"),  assigning to Purchaser,  or
its Permitted  Designee,  all of Seller's  right,  title and interest  under the
Existing Documents.

     (d) A Bill of Sale and Assignment  for the  Personalty  owned by Seller and
such of the Related Rights which are not conveyed by the Deed,  duly executed by
Seller, subject only to the Permitted Exceptions.


<PAGE>


                           (e) A letter  addressed to each tenant under the each
of the Leases, advising such
tenant that the Property has been sold to Purchaser,  or its Permitted Designee,
the name of the person who will act as Purchaser's, or its Permitted Designee's,
management agent for Property,  and that all rent is payable to such person,  as
the agent for the Purchaser, or its Permitted Designee.

     (f) Such  instruments as are necessary or reasonably  required by Purchaser
or the  Title  Insurer  to  evidence  the  authority  of  Seller  executing  the
instruments  to be  executed in  connection  with the  transaction  contemplated
herein,  and evidence that the execution of such instruments is the official act
and deed of Seller.

     (g) To the extent in Seller's  possession  or in the  possession of Odin or
any other  agent;  (i)  title to and  possession  of all  licenses  and  permits
relating to the  Property  and  architectural  plans and  drawings,  engineering
plans,  drawings  and  specifications,  and all other plans and drawings for the
Improvements;  and  (ii) the  original  copies  of  certificates  of  occupancy,
certificates  or  reservations,  if  any,  allocating  utility  capacity  to the
Property, and (iii) the Books and Records.

                           (h)  Possession of the Property,  subject only to the
Leases.



<PAGE>


                           (i) Estoppel  letters (the  "Estoppel  Letters") from
the "Major Tenants" listed on
Schedule F hereto in the form required by each such tenant's Lease. In addition,
Seller shall deliver  Estoppel  Letters from such of the non-"Major  Tenants" in
the form  required  by each such  tenant's  Lease who shall have  returned  such
Estoppel  Letters to Seller.  Notwithstanding  the foregoing,  if after Seller's
reasonable  efforts to obtain an Estoppel  Letter from each of the Major Tenants
and the non-Major Tenants, Seller is unable to obtain Estoppel Letters from each
of the Major Tenants and at least eighty percent (80%) of the non-Major Tenants,
Purchaser shall be entitled,  as Purchaser's sole remedy, to elect either to (x)
terminate this  Agreement in which event the Deposit  together with any interest
earned  thereon shall be returned to Purchaser and neither  Seller nor Purchaser
shall have any further rights, duties or obligations hereunder, or (y) waive the
requirement  that Seller  deliver the same and to purchase the Property  without
any  adjustment  or abatement of the  Purchase  Price.  For the purposes of this
Agreement, the term "Major Tenant" shall mean those tenants listed on Schedule F
attached hereto.

                           (j)      Intentionally omitted.

                           (k) A certificate of Seller certifying that (a) it is
duly organized, validly
existing and in good standing under the laws of, and is qualified to do business
in,  the  State  of  Delaware,  (b) it is fully  authorized  to  consummate  the
transactions contemplated in this Agreement, (c) the signatures on all documents
to be delivered by it hereunder are  sufficient to bind it and (d) all documents
and  instruments  required to effectuate the  transactions  contemplated by this
Agreement with respect to Seller have been validly authorized, duly executed and
delivered by Seller.

     (l) A letter (x) from Seller to Odin  terminating  the existing  management
agreement and the existing leasing agreement relating to the Property, and (y) a
letter from Odin to Metro Commercial Real Estate,  Inc.  ("Metro"),  terminating
its management and leasing agreement relating to the Property.

                           (m)      The Firpta Affidavit.



<PAGE>


     (n) State of Delaware and New Castle County realty transfer tax returns and
affidavit of value with  computation  of the realty  transfer taxes payable when
recording the Deed.

                           (o)      Evidence of the Limited Partner Consent.

     (p) The consent of the holder of the Surviving Mortgage to the consummation
of the  transactions  contemplated  hereby  and any  assignment  and  assumption
documents and other  documents as may be required by the holder of the Surviving
Mortgage in order to transfer the Existing Indebtedness to Purchaser at Closing.
Purchaser  agrees to  cooperate  with and use its  reasonable  efforts to assist
Seller in obtaining the consent,  assignment and assumption and other  documents
referenced in this clause (p).

                           (q) All  other  agreements  or  instruments  required
under the terms of this Agreement
to be executed and delivered by Seller.

                  .  At  Closing,   Purchaser  or  its  Permitted  Designee,  as
applicable,  shall deliver and furnish to Seller  (either  directly or under the
terms of the closing escrow agreement):

                           (a)      The Purchase Price;

     (b) An original  counterpart  of the Assignment and Assumption of Leases in
the form attached hereto as Exhibit B, assuming all of the landlords obligations
under the Leases  arising on and after the Date of Closing,  including,  without
limitation, the obligation to pay the Excluded Leasing Commissions.


<PAGE>


     (c) An original  counterpart  of the General  Assignment  and Assumption of
Existing  Documents in the form attached hereto as Exhibit C, assuming  Seller's
obligations  under  the  Existing  Documents  arising  on and  after the Date of
Closing.

     (d) Such  instruments as are necessary or reasonably  required by the Title
Insurer to evidence the  authority of Purchaser or its  Permitted  Designee,  as
applicable,  and the persons executing the instruments and that the execution of
such  instruments  is the official  act and deed of  Purchaser or its  Permitted
Designee, as applicable.

     (e)  A  certificate  of  the  Purchaser  or  its  Permitted  Designee,   as
applicable,  certifying that (a) it is duly organized,  validly  existing and in
good  standing  under  the  laws of the  State of  Florida  (or in the case of a
certificate of the Purchaser's Permitted Designee, certifying as to the state of
such  Permitted  Designee's  formation)  and is qualified to do business in, the
State of Delaware,  (b) it is fully  authorized to consummate  the  transactions
contemplated  in this  Agreement,  (c) the  signatures  on all  documents  to be
delivered by it hereunder  are  sufficient  to bind it and (d) all documents and
instruments  required  to  effectuate  the  transactions  contemplated  by  this
Agreement  with  respect to the  Purchaser  have been validly  authorized,  duly
executed and delivered by the Purchaser.

                           (f) All  other  agreements  or  instruments  required
under the terms of this Agreement
to be executed and delivered by Purchaser.

                  .  Upon  Closing,  Escrow  Agent  shall  deliver  the  Deposit
(together with any interest earned thereon) to Seller.



<PAGE>


                  . All income and expenses of the Property,  including, without
limitation the following,  shall be adjusted between Seller and Purchaser on the
basis of the respective  periods for which such income and expenses are assessed
and shall be prorated  as of 11:59 p.m.,  the day before the Date of the Closing
(the "Adjustment Date") as follows:

     (a)  Amounts  actually  collected  on or prior to the  Date of  Closing  in
respect  of Monthly  Rents.  With  respect to each  tenant,  any  Monthly  Rents
collected from such tenant at any time subsequent to the Closing shall be deemed
to be in payment of and shall be applied in the following order:

     (i) first, to Monthly Rent accrued,  due and payable for the month in which
the Closing occurs;

                                    (ii) second,  to Monthly Rent  accrued,  due
and payable for periods which
commence subsequent to the date of Closing; and

                                    (iii)  third,  to Monthly Rent which is past
due as of the Closing and which
accrued  for the first or second  month  preceding  the month  during  which the
Closing  occurs ("Past Due Rents").  Purchaser and its  Permitted  Designee,  as
applicable, shall make reasonable efforts to collect Past Due Rents, if any, for
the account of Seller but neither  Purchaser  nor its Permitted  Designee  shall
have any  obligation to Seller to commence any actions or proceedings to collect
any Past Due Rents. However, Seller shall have the right to commence any actions
or proceedings  against a tenant to collect any Past Due Rents as long as Seller
shall not seek to terminate such tenant's Lease.



<PAGE>


                  Purchaser or its  Permitted  Designee,  as  applicable,  shall
cause  any  Monthly  Rents  and Past Due  Rents  received  by  Purchaser  or its
Permitted  Designee,  as the  case  may be  (less  the  reasonable  expenses  of
collection  actually  incurred),  which are payable to Seller in accordance with
the foregoing  provisions of this  subparagraph  (a) to be promptly  remitted to
Seller.

                  With  respect  to  any  Monthly  Rents  that  are  subject  to
adjustment  annually  pursuant to the terms of the  applicable  Leases,  if such
Monthly  Rents are adjusted for the calendar  year 1998 pursuant to the terms of
the applicable Leases,  then Seller and Purchaser shall prorate such adjustments
as of the  Adjustment  Date  promptly  after  such  adjustments  are  calculated
pursuant to the Leases. Any proration made pursuant to the immediately preceding
sentence shall be payable on the Final Adjustment Date (as hereinafter  defined)
as follows: (i) if Purchaser owes Seller, Purchaser shall deliver the amount due
Seller  on the Final  Adjustment  Date,  but only to the  extent  Purchaser  has
collected the same, or (ii) if Seller owes  Purchaser,  Purchaser  shall collect
the amount owed by Seller  solely (x) first,  by deducting  such amount from the
amount,  if any,  payable to Seller by Purchaser  pursuant to the  provisions of
subparagraph  (b) of this  Paragraph  7 and (y) then,  to the  extent any amount
remains  payable to Purchaser after the deduction made pursuant to clause (x) of
this paragraph,  by seeking  reimbursement for such amount from the Post-Closing
Fund in accordance with the  Post-Closing  Escrow  Agreement.  Purchaser and its
Permitted  Designee,  as applicable,  shall make  reasonable  efforts to collect
adjustments  payable  by tenants  under the Leases on the  account of Seller but
neither Purchaser nor its Permitted Designee shall have any obligation to Seller
to commence any actions or  proceedings  to collect such  adjustments.  However,
Seller  shall have the right to commence  any actions or  proceedings  against a
tenant to collect such adjustments as long as Seller shall not seek to terminate
such tenant's Lease



<PAGE>


                           (b)  All  Annual  Rents  shall  be  prorated  for the
calendar year 1998 between Seller
and  Purchaser  promptly  after the  calculation  of such  Annual  Rents is made
pursuant to the Leases.  Purchaser  shall deliver the amount due Seller based on
such proration of the Annual Rents, to the extent the same has been collected by
Purchaser,  on the date (the "Final  Adjustment Date") which is the later of (i)
the date which is three (3) business days after all adjustments  provided for in
subparagraph  (a) of this Paragraph 7 have been collected from the tenants under
the Leases, as applicable,  (ii) the date which is three (3) business days after
the date all Annual  Rents for the  calendar  years 1998 have been  collected or
(iii) April 30, 1999. Purchaser and its Permitted Designee, as applicable, shall
make  reasonable  efforts to collect  Annual  Rents on the account of Seller but
neither Purchaser nor its Permitted Designee shall have any obligation to Seller
to commence any actions or  proceedings  to collect the Annual  Rents.  However,
Seller  shall have the right to commence  any actions or  proceedings  against a
tenant to collect  Annual  Rents as long as Seller  shall not seek to  terminate
such tenant's Lease.



<PAGE>


                           (c) Real  Property  Taxes,  except  that  Seller  and
Purchaser agree that there shall
be no proration or adjustment  at Closing on account of any Real Property  Taxes
to the extent that tenants  pursuant to the Leases are required to reimburse the
landlord  under the Leases for the same. At Closing,  Purchaser  shall receive a
credit in an amount equal to the amounts  collected by Seller in respect of Real
Property Taxes from tenants under the Leases which amounts have not been paid to
the applicable taxing authority or authorities,  as the case may be. If the rate
of any Real Property Taxes is not fixed prior to the Closing,  the adjustment at
the Closing of Real  Property  Taxes that are not  payable by tenants  under the
Leases  shall be upon the  basis of the  rate for the  preceding  calendar  year
applied to the latest  assessed  valuation (or other basis of valuation) and the
same  shall be  further  adjusted  (with  such  proration  still to be as of the
Adjustment  Date)  when the rate for the  current  calendar  year is fixed.  Any
adjustment made pursuant to the immediately  preceding sentence shall be payable
on the Final Adjustment Date as follows: (i) if Purchaser owes Seller, Purchaser
shall  deliver  the amount due  Seller on the Final  Adjustment  Date or (ii) if
Seller owes Purchaser,  Purchaser shall collect the amount owed by Seller solely
(x) first, by deducting such amount from the amount,  if any,  payable to Seller
by Purchaser  pursuant to the provisions of subparagraph (b) of this Paragraph 7
and (y) then, to the extent any amount  remains  payable to Purchaser  after the
deduction   made  pursuant  to  clause  (x)  of  this   paragraph,   by  seeking
reimbursement  for such amount from the Post-Closing Fund in accordance with the
Post-Closing Escrow Agreement.

(d) Charges for water, electricity, gas and other utilities.  Seller represents
that the  consumption  of all water,  electricity,  gas and other  utilities  is
measured by meter,  and Seller shall furnish a current  reading of each meter at
the Closing,  which  readings shall have been made not earlier than one business
day prior to Closing, and Seller shall pay the charges therefor to such date. At
the  Closing,  Seller shall  advise  Purchaser  whether any provider of a public
utility  to the  Property  is then  holding a deposit in  connection  therewith.
Seller shall retain the right to receive the return of such deposit(s).

     (e) Accounts, charges and fees paid or payable under the service contracts,
on the basis of the  annual,  seasonal  or  periodic  charges  and fees  payable
thereunder.
   
  (f) Fuel, if any, including taxes and surcharges  thereon,  on the basis of
meter  readings and bills or  statements  from the fuel  supplier.  Seller shall
furnish  Purchaser with bills or statements,  which shall be dated not more than
thirty (30) days prior to the Closing.


<PAGE>


                           (g) All other expenses relating to the Property which
have been accrued but not
paid by Closing shall also be apportioned as of the Closing.

     (h) Deposits held by utility  companies and fees for  governmental  permits
and licenses shall not be apportioned.

     (i)  Security  deposits  held by or on behalf of Seller in  respect  of the
Leases and  interest,  if any,  accrued  thereon  and  inuring to the benefit of
tenants, shall not be apportioned. At the Closing, Seller shall advise Purchaser
of the existence, if applicable,  of any such security deposits and deposited by
tenants  pursuant  to any of the  related  Leases  and such  amounts  (excluding
interest accrued thereon, if any) shall be credited to Purchaser at Closing, and
Purchaser  shall assume and agree to pay such security  deposits,  to the extent
credited to Purchaser  by Seller,  to such tenants upon and subject to the terms
of the  applicable  Leases.  At the  Closing,  Seller  agrees  to  execute  with
Purchaser  such notice as may be required by applicable  law to be given tenants
under the related Leases regarding transfer of such security deposits.

     (j Any errors or omissions in computing  adjustments and  apportionments at
the Closing shall be corrected promptly thereafter.

     (k If there are any service  contracts which,  pursuant to their terms, may
be terminated at will or upon notice by Seller,  upon request of Purchaser given
to Seller at least thirty (30) days prior to the Closing,  requested that Seller
terminate any or all of same effective as of the Closing or  thereafter,  Seller
shall cause the appropriate party to do so.


<PAGE>


     (l Seller and Purchaser shall each maintain and make available to the other
such books and records as are necessary to ascertain,  bill and collect Rents as
aforesaid.  Seller agrees to direct Metro to allow Purchaser to review all books
and records  relating to the  Property  which Metro keeps (or if Metro  delivers
such books to Odin at Closing,  Seller agrees to direct Odin to do the same) for
up to thirty (30) days after the Date of Closing; provided, however, such review
shall be solely  for the  purpose  of  allowing  Purchaser  to  comply  with the
requirements of the Securities and Exchange  Commission  governing the operation
of Purchaser's business and for no other purpose.  Seller agrees to direct Metro
to  deliver  an audit  letter in the form  attached  hereto as  Exhibit  D, duly
authorized  and  executed by Metro,  in its own capacity and not as agent of the
Seller;  provided,  however,  Purchaser shall have no recourse against Seller if
Metro fails to execute such and audit letter for any reason whatsoever.

     (m Seller  shall be entitled to receive all Mortgage  Deposits  (subject to
(i)  prorations,  as provided in this  Paragraph 7, and (ii) the  provisions  of
paragraph 6(m) of Article II of this Agreement). Seller shall be responsible for
all management fees under the management agreements with Odin and Metro, through
the date of termination of such management agreements.

                  .  At Closing the parties shall pay the following:



<PAGE>


     (a) Purchaser's Costs. Purchaser shall pay for (i) title insurance premiums
and all fees and expenses  incurred in connection with title,  (ii) all fees and
expenses  incurred in  connection  with  obtaining  the UCC Searches and Survey,
(iii)  Purchaser's  attorney's fees, (iv) one-half of the escrow fees payable to
Title Insurer, if applicable, (v) one-half of all realty transfer tax, recording
and other similar taxes,  (vi) the cost of recording the Deed, (vii) one-half of
the costs and expenses  payable to GECC in connection with obtaining its consent
to the  transactions  contemplated  hereby and in connection with the assignment
and assumption and other  documents  required by GECC (except for the assumption
fee of  GECC,  which  Purchaser  agrees  to pay  GECC  in  connection  with  the
assumption of the Existing  Indebtedness  and which  assumption fee shall be the
sole responsibility of Purchaser), and (viii) any commission payable to Metro by
Purchaser pursuant to a separate agreement between Purchaser and Metro; and

     (b)  Seller's  Costs.  Seller  shall  pay for (i)  one-half  of all  realty
transfer tax,  recording and other similar taxes,  (ii) brokerage fee commission
to Odin in connection  with the sale of the Property,  which fee and  commission
shall  be  paid  by  Seller  pursuant  to  separate  agreement,  (iii)  Seller's
attorney's  fees, (iv) one-half of the escrow fees payable to Title Insurer,  if
applicable,  and (v)  one-half  of the costs  and  expenses  payable  to GECC in
connection with obtaining its consent to the  transactions  contemplated  hereby
and in  connection  with the  assignment  and  assumption  and  other  documents
required by GECC (except for the assumption fee of GECC,  which Purchaser agrees
to pay GECC in connection with the assumption of the Existing  Indebtedness  and
which assumption fee shall be the sole responsibility of Purchaser). At or prior
to the  Closing,  Seller  shall pay or cause to be paid all Leasing  Commissions
payable  in  connection   with  the  Leases  as   contemplated  by  Article  II,
Subparagraph 6(g) hereof.

     (c)  Anything in this  Agreement to the  contrary  notwithstanding,  in the
event that either  party  shall  bring an action to enforce any of the  remedies
provided  hereunder or otherwise  available to such party,  the prevailing party
shall be entitled to  reimbursement by the  non-prevailing  party for reasonable
attorneys' fees, costs and expenses in connection with such action.


<PAGE>


                                   ARTICLE IV
                                Escrow Provision

                  1. The Deposit shall be held by Escrow Agent, in trust, on the
terms and conditions hereinafter set forth:



     (a The Escrow  Agent will  deliver  the Deposit  together  with any and all
interest  accrued  thereon to the Seller or the  Purchaser,  as the case may be,
upon the following conditions:

     (i0 At the  Closing,  upon the  consummation  of the  Closing  contemplated
herein, Escrow Agent will deliver the Deposit together with any and all interest
accrued thereon, if any, to Seller.

     (ii0 At any time prior to the expiration of the Due Diligence Period,  upon
receipt by Escrow  Agent of a copy of the written  notice of Purchaser to Seller
exercising Purchaser's right to terminate this Agreement prior to the expiration
of the Due Diligence  Period and a written notice from Purchaser to Escrow Agent
stating that Purchaser is terminating  this Agreement prior to the expiration of
the Due Diligence  Period in accordance with its rights  provided  hereunder and
requesting  the Deposit be returned to Purchaser,  Escrow Agent will deliver the
Deposit  together  with  any and  all  interest  accrued  thereon,  if  any,  to
Purchaser.


<PAGE>


     (iii0 Upon receipt of a written  notice from Seller stating that the Seller
is  entitled  under this  Agreement  to the  Deposit  together  with any and all
interest  accrued thereon,  and demanding  payment of the same, the Escrow Agent
will deliver  such amount to Seller;  provided,  however,  that the Escrow Agent
will not honor such  demand  until not less than ten (10) days after the date on
which the Escrow  Agent  shall have  delivered  (by  personal  delivery  or by a
nationally recognized overnight courier) a copy of such notice and demand to the
Purchaser, nor thereafter,  if during such ten (10) day period, the Escrow Agent
shall have received written notice of objection from the Purchaser in accordance
with the provisions of part (c) of this Article.

     (iv0 Upon receipt of a written  notice from the Purchaser  stating that the
Purchaser is entitled under this Agreement to the return of the Deposit together
with any and all interest accrued thereon and demanding payment of the same, the
Escrow Agent will deliver such amount to the Purchaser;  provided, however, that
the Escrow  Agent will not honor such  demand  until not less than ten (10) days
after the date on which the Escrow  Agent  shall  have  delivered  (by  personal
delivery or by a nationally  recognized overnight courier) a copy of such notice
and demand to Seller,  nor thereafter,  if during such ten (10) day period,  the
Escrow Agent shall have  received  written  notice of  objection  from Seller in
accordance with the provisions of part (c) of this Article.

     (b Any notice to the Escrow Agent shall be  sufficient  only if received by
the Escrow  Agent  within the  applicable  time  periods set forth  herein.  All
mailings  and  notices  from the Escrow  Agent to Seller or  Purchaser,  or from
Seller or  Purchaser  to the Escrow  Agent  shall be  addressed  to the party to
receive such notice at the address set forth in Article V of this Agreement, but
those  provisions of Article V relating to the manner of giving  notices and the
effective  dates thereof  shall have no  application  to the  provisions of this
Article.

<PAGE>


     (c Upon receipt of a written  demand for the Deposit  together with any and
all interest  accrued  thereon made by Seller or the  Purchaser  pursuant to the
provisions  of sections  (ii) or (iii) of part (a) of this  Article,  the Escrow
Agent  shall  promptly  deliver a copy  thereof  (by  personal  delivery or by a
nationally  recognized  overnight  courier) to the other party.  The other party
shall  have the right to  object  to the  delivery  of such  amount  or  accrued
interest  thereon by  delivery  to and  receipt  by the Escrow  Agent of written
notice of objection within ten (10) days after the receipt of such copy from the
Escrow Agent, but not thereafter.  Upon receipt of such notice of objection, the
Escrow Agent shall promptly deliver a copy thereof (by personal delivery or by a
nationally  recognized  overnight  courier)  to the party  who made the  written
demand.


<PAGE>


     (d If the  Escrow  Agent  shall  have  received  a notice of  objection  as
provided for in part (c) of this Article  within the time therein  prescribed or
any  disagreement  or dispute  shall  arise  between or among any of the parties
hereto  and/or any other persons  resulting in adverse  claims and demands being
made for the Deposit,  whether or not litigation has been instituted,  then, (1)
the Escrow  Agent shall  continue to hold the  Deposit  subject to such  adverse
claims and the Escrow  Agent shall not be or become  liable in any way or to any
person for its refusal to comply with such claims or demand, and in the event of
any joint  direction  from  Seller and  Purchaser,  the Escrow  Agent shall then
disburse the Deposit in  accordance  with said  direction,  (2) in the event the
Escrow  Agent shall  receive a written  notice  advising  that  litigation  over
entitlement to the Deposit has been commenced,  the Escrow Agent may deposit the
Deposit with the clerk of the court in which said  litigation  is pending or (3)
the Escrow Agent may (but shall not be required to) take such affirmative  steps
as it may, at its option,  elect in order to substitute  another impartial party
to hold the  Deposit  subject  to such  adverse  claims in a court of  competent
jurisdiction  and the  commencement  of an  action  for  interpleader,  the cost
thereof to be borne by  whichever of Seller and  Purchaser is the losing  party,
and  thereupon  the Escrow  Agent shall be  released  of and from all  liability
thereunder.  Seller and Purchaser  jointly and severally  agree to reimburse the
Escrow  Agent for any and all expenses  incurred in the  discharge of its duties
under this Article,  including,  without  limitation,  attorneys' fees.  Nothing
herein,  however,  shall affect the  liability of a defaulting  party to another
party for  reimbursement  of any  amount  paid to the  Escrow  Agent  under this
Paragraph (d).

     (e It is expressly  understood  that the Escrow Agent acts  hereunder as an
accommodation  to  Seller  and  Purchaser  and as a  depository  only and is not
responsible or liable in any manner whatever for the  sufficiency,  correctness,
genuineness or validity of any instrument  deposited with it, or for the form of
execution of such  instruments  or for the  identity,  authority or right of any
person  executing or depositing the same, or for the terms and conditions of any
instrument pursuant to which the Escrow Agent or the parties may act.

     (f The Escrow  Agent shall not have any duties or  responsibilities  except
those set forth in this Article and shall not incur any liability in acting upon
any  signature,  notice,  request,  waiver,  consent,  receipt or other paper or
document  believed by the Escrow  Agent to be genuine,  and the Escrow Agent may
assume that any person  purporting  to give it any notice on behalf of any party
in accordance with the provisions hereof has been duly authorized to do so.

     (g In the event of the death of any person  who may be a party in  interest
hereunder,  the Escrow Agent shall deem and treat the legal  representatives  of
such person's  estate as the  successor in interest of said deceased  person for
all purposes of this Article.


<PAGE>


     (h The Escrow Agent may act or refrain from acting in respect of any matter
referred to herein in full  reliance  upon and by and with the advice of counsel
which  may be  selected  by it and  shall be fully  protected  in so  acting  or
refraining from acting upon the advice of such counsel.

     (i The Escrow Agent shall not be responsible  for any act or failure to act
on its part except in the case of its own willful  default or gross  negligence.
The Escrow Agent shall be  automatically  released from all  responsibility  and
liability  under this Agreement  upon the Escrow Agent's  delivery or deposit of
the Deposit in accordance with the provisions of this Article.

     (j Seller and  Purchaser  agree that if either  shall,  pursuant to section
(iii) or section (iv) of part (a) of this Article, deliver to the Escrow Agent a
written  demand for the Deposit,  the party making such demand  shall,  promptly
after delivering such demand to the Escrow Agent,  deliver a copy of such demand
to the other party,  together  with a statement  of the facts and  circumstances
underlying the demand;  provided,  however, that nothing in this part shall have
any effect  whatsoever  upon the Escrow Agent's  rights,  duties and obligations
under the preceding parts of this Article.

                                    ARTICLE V
                                 General Matters


<PAGE>


                  . If any action or  proceeding is commenced by either party to
enforce their rights under this Agreement,  or to collect damages as a result of
the breach of any of the provisions of this Agreement,  the prevailing  party in
such action or  proceeding,  including any  bankruptcy,  insolvency or appellate
proceedings,  shall be entitled to recover all  reasonable  costs and  expenses,
including,  without limitation,  reasonable  attorneys' fees and court costs, in
addition to any other relief awarded. The determination of who is the prevailing
party shall be decided by the court or courts, including any appellate court, in
which such matter is tried, heard or decided.



<PAGE>


                  . Purchaser  acknowledges and agrees that, except as otherwise
set  forth  herein,  the  Property  is being  sold to  Purchaser  on an  "As-Is,
Where-Is" basis, "With All Faults" and that, except for express  representations
and  warranties  of Seller  set forth in this  Agreement  or any other  document
executed and delivered by Seller to Purchaser pursuant to this Agreement, Seller
has made no representations or warranties to Purchaser,  express or implied,  of
the  Property,  the  ability  to  develop or use the  Property,  the  structural
integrity  of the  quality  or  condition  of the soil  underlying  the  subject
improvements,  the environmental  condition of the Property, the merchantability
of the  Property  or the fitness of the  Property  for any  particular  purpose.
Purchaser agrees that, except as expressly set forth herein, Seller shall not be
liable for any latent or patent  defects in the  Property or bound in any manner
whatsoever by any guarantees, promises, projections, operating expenses, set-ups
or other  information  pertaining to the Property made,  furnished or claimed to
have been made or  furnished  by Seller or any other  person or  entity,  or any
partner, employee, agent, attorney or other person representing or purporting to
represent Seller whether  verbally or in writing.  Purchaser  acknowledges  that
neither Seller nor any of the employees, agents or attorneys of Seller have made
and do not make any verbal or written  representations or warranties  whatsoever
to Purchaser,  whether express or implied, except as expressly set forth in this
Agreement.  Purchaser has made such  examination  of the  operation,  income and
expenses of the  Property  and all other  matters  and  documents  affecting  or
relating to this transaction or the Property as Purchaser deemed  necessary.  In
entering into this Agreement and acquiring the Property,  Purchaser has not been
induced  by and has not relied  upon (and  Seller is not liable for or bound by)
any representations,  warranties,  guarantees, promises, statements, real estate
broker  "set ups" or other  information,  whether  express or  implied,  made or
furnished by Seller or by any agent,  employee or other representative of Seller
or by any broker or any other person  representing  or  purporting  to represent
Seller, which are not expressly set forth in this Agreement,  whether or not any
such representations,  warranties,  guarantees, promises or statements were made
in writing or orally.

                   All  notices  and  any  other  communications   permitted  or
required  under this  Agreement  must be in writing  and will be  effective  (i)
immediately upon delivery in person or by facsimile,  provided  delivery is made
during regular  business  hours and the sender  receives  confirmation  from the
sending  machine that the  facsimile  has been  properly  sent; or (ii) 24 hours
after  deposit  with a  commercial  courier or delivery  service  for  overnight
delivery,  provided delivery is made during regular business hours or receipt is
acknowledged  by a person  reasonably  believed  by the  delivering  party to be
employed by the  recipient;  or (iii) three days after  deposit  with the United
States  Postal  Service,  certified  mail,  return  receipt  requested,  postage
prepaid.  All notices must be properly addressed and delivered to the parties at
the  addresses set forth below,  or at such other  addresses as either party may
subsequently designate by written notice given in the manner provided herein:

                  If to any Seller:

                           Big Valley Associates Limited Partnership
                           c/o Odin Management Company, L.P.
                           500 West Putnam Avenue
                           Greenwich, CT  06830
                           Attention:  Robert J. Rosen
                           Tel:   203-629-3600
                           Fax:  203-629-3421



<PAGE>


                  With a copy to:

                           Proskauer Rose LLP
                           1585 Broadway
                           New York, NY  10036
                           Attention:  Perry A. Cacace, Esq.
                           Tel:   212-969-3725
                           Fax:  212-969-2900

         If to Purchaser:

                           Regency Realty Corporation
                           200 Forsyth Street, Suite 121
                           Jacksonville, FL  30222
                           Attention:  Mr. Robert L. Miller
                           Tel:     904-356-7000
                           Fax:     904-354-1832

                  With a copy to:

                           Rogers, Towers, Bailey, Jones & Gay
                           1301 Riverplace Boulevard, Suite 1500
                           Jacksonville, FL  32207
                           Attention:  William E. Scheu, Esq.
                           Tel:     904-398-3911
                           Fax:     904-396-0663

                  However,  the parties hereto and their  respective  successors
and  assigns  shall  have the right  from time to time and at any time to change
their  respective  addresses  and each  shall  have the right to  specify as its
address any other  address  within the United  States by at least ten (10) days'
written notice to the other party.

                  . No waiver or  waivers by any party of any  breach,  default,
liability  or  performance  by the other  party  shall be deemed or  construed a
waiver of any other  term,  condition  or  liability  or the  breach or  default
thereof.  Failure on the part of any party to complain of any action or inaction
on the part of the other  party or to declare  the other  party in  default,  no
matter how long such failure may continue, shall not be deemed to be a waiver by
such party of any of its rights hereunder.



<PAGE>


                  . If any  provision  of  this  Agreement,  or the  application
thereof to any particular party or circumstance,  shall to any extent be invalid
or  unenforceable,  the remainder of this Agreement,  or the application of such
provision to any other particular  party or circumstance,  shall not be affected
thereby and each remaining  provision of this  Agreement,  or the application of
such provision to any other particular party or circumstance, shall be valid and
enforceable.

     . This  Agreement  shall be construed and enforced in  accordance  with the
laws of the State of Delaware.

                  . All pronouns used in this Agreement  shall include the other
genders, and the singular shall include the plural, and the plural shall include
the singular, whenever and as often as may be appropriate.

     . (a) Seller and  Purchaser  represent  to each other that the only brokers
dealt with by either of them in  connection  with this  transaction  is Odin and
Metro.

     (b Purchaser  hereby agrees to indemnify and hold harmless  Seller from all
claims for  brokerage,  agency,  finder's and similar fees claimed in connection
with this transaction by any broker,  agent,  finder or other similar party with
whom Purchaser dealt in connection with this transaction, except Odin. Purchaser
further  represents  and  warrants  to Seller  that  Purchaser  shall  solely be
responsible  for  paying any fees,  commissions  or other  charges  which may be
payable to Metro by reason of or in connection with the transaction contemplated
herein (other than fees payable by Seller  pursuant to the management  agreement
between Seller and Metro).


<PAGE>


     (c Seller hereby agrees to indemnify and hold harmless  Purchaser  from all
claims for  brokerage,  agency,  finder's and similar fees claimed in connection
with this transaction by any broker,  agent,  finder or other similar party with
whom Seller dealt in connection  with this  transaction,  except  Metro.  Seller
further  represents  and  warrants  to  Purchaser  that Seller  shall  solely be
responsible  for  paying any fees,  commissions  or other  charges  which may be
payable to Odin by reason of or in connection with the transaction  contemplated
herein.

                  . The  captions  under the  Article  numbers  and  beside  the
Paragraph  numbers of this Agreement are for  convenience and reference only and
in no way define, limit or describe the scope or intent of this Agreement and in
no way affect or constitute a part of this Agreement.

                  . All  Schedules  and  Exhibits  attached  hereto  are  hereby
incorporated herein by this reference and made a part hereof for all purposes.

                  . This Agreement and all of its terms and provisions  shall be
binding upon and inure to the benefit of Seller and its  successors and assigns,
and Purchaser and its successors and assigns.



<PAGE>


                  . Except as  otherwise  expressly  provided  in any  documents
delivered by Seller to Purchaser or its Permitted Designee,  as the case may be,
on the Date of Closing,  the  delivery of the Deed by Seller and the  acceptance
thereof by Purchaser  or its  Permitted  Designee,  as the case may be, shall be
deemed a full  performance  and  discharge of every  agreement,  obligation  and
provision  required to be performed by Seller under this Agreement,  except that
Seller's  representations and warranties made in Paragraphs 6(e), 6(f), 6(g) and
8 of Article II of this  Agreement  shall survive for a period of six (6) months
following the Closing Date.

                  . The parties  hereto  each agree to execute and deliver  such
other  documents  or  agreements  as may  be  necessary  or  desirable  for  the
consummation of the  transactions  contemplated by this Agreement.  In addition,
from time to time after the Closing Date,  at the  Purchaser's  request,  Seller
will  execute  and  deliver or cause to be  executed  and  delivered  such other
instruments of transfer, sale, conveyance,  assignment and confirmation and take
such action as Purchaser may reasonably  deem necessary or desirable in order to
effectively  transfer,  sell,  convey and assign to Purchaser  or its  Permitted
Designee,  as the case may be,  and to  otherwise  effectuate  the  transactions
contemplated  by this  Agreement.  In  addition,  at  reasonable  times and upon
reasonable prior written notice to Seller, Purchaser shall be entitled to review
and copy,  at  Purchaser's  sole cost and expense,  income and expense and other
similar  financial  information  relating  to the  operation  or  leasing of the
Property  which  is in the  possession  or  control  of  Seller  (excluding  any
information  which relates to Seller as opposed to the Property or which is of a
confidential nature);  provided,  however: (i) Seller's sole obligation relating
to such information shall be to make such information  available to Purchaser as
provided above, (ii) Seller shall not be required to make any  representation or
warranty with respect to any such  information nor verify the accuracy  thereof,
and (iii) Purchaser's  obligations hereunder shall in no way be conditioned upon
Purchaser's  approval  of  such  financial   information  or  Purchaser's  being
satisfied  with any matters  disclosed by  Purchaser's  review of such financial
information.



<PAGE>


                  . This  Agreement may not be modified or amended  orally or in
any  other  manner  than by an  agreement  in  writing,  signed  by  Seller  and
Purchaser.  This  Agreement,  and the documents  and  agreements to be delivered
pursuant  hereto,   contain  the  entire  agreement  and  understanding  between
Purchaser  and  Seller  concerning  the  subject  matter of this  Agreement  and
supersede   all   prior   agreements,    terms,   understandings,    conditions,
representations  and  warranties,  whether written or oral, made by Purchaser or
Seller  concerning  the Property or the other  matters  which are the subject of
this  Agreement.  This Agreement has been drafted  through a joint effort of the
parties and their counsel and, therefore,  shall not be construed in favor of or
against either of the parties.

                  .  Seller  and  Purchaser   acknowledge  and  agree  that,  by
execution of this Agreement,  Seller and Purchaser have materially altered their
respective  legal  positions;  that  Seller and  Purchaser  will incur  material
expense  during the period prior to the Closing Date; and that the covenants and
agreements of Seller and Purchaser in this Agreement are supported by sufficient
consideration at all times during the term of this Agreement.



<PAGE>


                  . IF  PURCHASER  DEFAULTS IN ITS  OBLIGATION  TO PURCHASE  THE
PROPERTY  IN  ACCORDANCE  WITH THE  TERMS  OF THIS  AGREEMENT,  SELLER  SHALL BE
ENTITLED  TO  TERMINATE  THIS  AGREEMENT  AND  RETAIN THE  DEPOSIT  AS  SELLER'S
LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT AND FOR THE
LOSS SUFFERED BY SELLER.  THE PARTIES AGREE THAT IT WOULD BE  IMPRACTICABLE  AND
EXTREMELY  DIFFICULT TO  ASCERTAIN  THE ACTUAL  DAMAGES  SUFFERED BY SELLER AS A
RESULT OF PURCHASER'S  BREACH OF ITS OBLIGATIONS TO COMPLETE THE PURCHASE OF THE
PROPERTY PURSUANT TO THIS AGREEMENT,  AND THAT UNDER THE CIRCUMSTANCES  EXISTING
AS OF THE DATE OF THIS AGREEMENT,  THE LIQUIDATED  DAMAGES  PROVIDED FOR IN THIS
PARAGRAPH  REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES AND LOSS WHICH SELLER
WILL INCUR AS A RESULT OF SUCH BREACH. THE PARTIES  ACKNOWLEDGE THAT THE PAYMENT
OF SUCH  LIQUIDATED  DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY,  BUT IS
INTENDED  TO  CONSTITUTE  LIQUIDATED  DAMAGES  TO SELLER IN ORDER TO  COMPENSATE
SELLER FOR THE LOSS RESULTING FROM PURCHASER'S DEFAULT.

                  . (a)  Anything  contained  in this  Agreement to the contrary
notwithstanding,  no recourse  shall be had for the payment of any sum due under
this  Agreement,  or for any claim based hereon or  otherwise in respect  hereof
against  Seller or any  partner of Seller,  or any legal  representative,  heir,
estate,  successor or assignee or any thereof.  It is understood that all of the
obligations  of  Seller  under  or with  respect  to this  Agreement  may not be
enforced against any person or entity;  provided,  that the foregoing provisions
of this Paragraph shall not prevent  Purchaser from (i) seeking recourse against
the  Post-Closing  Fund  subsequent  to the Date of Closing as  contemplated  by
Paragraph  25 of this Article V or (ii)  commencing  a  proceeding  for specific
performance without any abatement of the Purchase Price or allowance of any kind
and in which proceeding no monetary claim is made, or monetary judgment or other
relief  obtained,  against  Seller;  and provided,  further,  that the foregoing
provisions  of this  paragraph  shall not limit the right of any  person to name
Seller as a party defendant in any action or suit seeking  specific  performance
so long as not judgment seeking personal liability be asked for or (if obtained)
enforced against Seller or any partner of Seller,  or any legal  representative,
heir, estate, successor or assignee of any thereof.



<PAGE>


     (b) If Seller  shall  fail or be unable to  deliver  the Deed and the other
documents  required to be  delivered  by Seller to  Purchaser  or its  Permitted
Designee,  as the case may be,  on the Date of  Closing,  or  otherwise  fail to
perform any of Seller's  obligations  hereunder as of the Date of Closing (other
than by reason of  Seller's  willful  failure to deliver  the same or to perform
Seller's  obligations  hereunder),  Purchaser shall be entitled,  as Purchaser's
sole  remedy,  to  (i)  commence  a  proceeding   against  Seller  for  specific
performance without any abatement of the Purchase Price or allowance of any kind
in which  proceeding no monetary  claim is made,  or monetary  judgment of other
relief  obtained  against  Seller  or  any  partner  of  Seller,  or  any  legal
representative,  heir  estate,  successor  or assignee of any  thereof,  or (ii)
terminate this Agreement; in which event the Deposit (together with any interest
earned  thereon)  shall be paid to and  retained  by  Purchaser  and  Seller and
Purchaser  shall  be  relieved  of all  obligations  and  liability  under  this
Agreement (except for any obligations  expressly stated to survive a termination
of this Agreement).

                  . Any reference  herein to a mortgage  shall include a deed of
trust,  and any reference herein to a deed of trust shall include a mortgage and
any reference  herein to a mortgagee shall include the beneficiary  under a deed
of trust and any reference to a beneficiary  under a deed of trust shall include
a mortgagee.

                  . This  Agreement may be executed in two or more  counterparts
and shall be deemed to have become  effective  when and only when one or more of
such counterparts  shall have been signed by or on behalf of each of the parties
hereto (although it shall not be necessary that any single counterpart be signed
by or on behalf of each of the parties hereto,  and all such counterparts  shall
be deemed to constitute  but one and the same  instrument),  and shall have been
delivered by each of the parties to each other.



<PAGE>


                  . This  Agreement  is  entered  into for the sole  benefit  of
Purchaser and Seller and their respective  permitted  successors and assigns. No
party other than Purchaser and Seller and such permitted  successors and assigns
shall  have any right of action  under or rights or  remedies  by reason of this
Agreement.

                  . Purchaser and Seller each  acknowledge  that:  (a) they have
been represented by independent  counsel in connection with this Agreement;  (b)
they have executed this Agreement with the advice of such counsel;  and (c) this
Agreement  is the result of  negotiations  between  the  parties  hereto and the
advice and assistance of their respective counsel.

                  .  Neither  Purchaser  nor  Seller  may  assign  any rights or
obligations  under this Agreement without the prior written consent of the other
party hereto  except that (i)  Purchaser  shall be entitled to assign its rights
and obligations  hereunder to any affiliate of Purchaser  provided such assignee
shall  deliver a written  agreement  to Seller  pursuant to which such  assignee
shall  assume  and  agree  to be  bound  by the  terms  and  conditions  of this
Agreement,  and (ii)  Purchaser may, upon the giving of written notice to Seller
not less than three  business  days prior to the Date of  Closing,  designate  a
third party to accept title to the Property;  provided, however, in the event of
any such  designation  or  assignment,  Purchaser  shall not be  relieved of any
obligations  or  liability  hereunder,   including,   without  limitation,   any
obligations  of  Purchaser  which  survive  the  closing  of  the   transactions
contemplated hereby.

                  . Subject  to  Paragraph  22 above,  this  Agreement  shall be
binding upon and inure to the benefits of the heirs,  successors  and  permitted
assigns of the parties hereto.



<PAGE>


                  . Seller's and  Purchaser's  obligations  under this Agreement
are in all respects  subject to and  conditioned  upon  Seller's  obtaining  the
Limited Partner Consent. Seller shall give written notice to Purchaser when such
condition  has been  satisfied.  Seller  shall  exercise  reasonable  good faith
efforts to obtain such Limited Partner  Consent.  If Seller shall not have given
notice that the foregoing  conditions  have been satisfied on or before June 10,
1998 (the  "Satisfaction  Date"),  Seller shall provide evidence that Seller has
not obtained the required Limited Partner Consent and Seller and Purchaser shall
each have the  option to  terminate  this  Agreement  upon the giving of written
notice to the other within ten (10) days following the Satisfaction Date. In the
event  Seller  or  Purchaser  shall  exercise  such  option  to  terminate  this
Agreement,  (i) this  Agreement  shall  terminate and be of no further force and
effect,  and neither party hereto shall have any further  rights or  obligations
hereunder,  except  with  respect  to any  obligations  of Seller  or  Purchaser
hereunder  expressly  stated to survive a termination of this Agreement and (ii)
the Deposit together with any and all interest accrued thereon, if any, shall be
returned to Purchaser by Escrow Agent.



<PAGE>


                  . At Closing,  Seller  shall cause funds in an amount equal to
$250,000 (the  "Post-Closing  Fund") of the Purchase  Price to be held in escrow
pursuant to an Escrow  Agreement  in the form of Exhibit E attached  hereto (the
"Post-Closing Escrow Agreement").  It is understood and agreed between Purchaser
and Seller that in the event Purchaser or its Permitted Designee, as applicable,
shall   assert  any  claims   against   Seller  in  respect  of  any   surviving
representations,   warranties  or  other  surviving  obligations  of  Seller  as
expressly  provided  herein  (including,  without  limitation,  with  respect to
Paragraph 12 of this Article V and with respect to the Assignment and Assumption
of Leases and the General  Assignment  and  Assumption  of Existing  Documents),
Purchaser's  and its Permitted  Designee's sole remedy in respect of any and all
such  claims  shall be to seek  recourse  and  reimbursement  therefor  from the
Post-Closing   Fund  in  accordance   with  the  terms  and  conditions  of  the
Post-Closing Escrow Agreement. All such claims, together with all claims made by
Purchaser  for  reimbursement  from the  Post-Closing  Fund in  accordance  with
Paragraphs 7(a) and 7(c) of Article III of this  Agreement,  shall be limited in
the aggregate by the amount of the  Post-Closing  Fund and no recourse  shall be
had for any amount in excess of the Post-Closing Fund.


                  [The remainder of this page is intentionally left blank.]



<PAGE>


                  EXECUTED  under seal by the parties  hereto on the  respective
dates shown below.

                                  SELLER:

                                  BIG VALLEY ASSOCIATES LIMITED PARTNERSHIP
                                  By:      Fivzar Associates, general partner
                               By:      Fivzar I Limited Partnership, a partner

                                   By:      Fivzar Corp., general partner

                                   By:___________________________
                                   Name:
                                   Title:


                                            PURCHASER:

                           RRC ACQUISITIONS TWO, INC.


                        By:_____________________________
                                      Name:
                                     Title:



ESCROW AGENT:
PROSKAUER ROSE LLP


By:________________________
      a partner


<PAGE>



0144/14611-001  NYLIB1/811114                  05/06/98  04:26 PM  (10540)
                                    EXHIBIT A

                                 [Form of Deed]


                               -- see attached --


<PAGE>


                                    EXHIBIT B

                  [Form of Assignment and Assumption of Leases]



                               -- see attached --


<PAGE>


                                    EXHIBIT C

                   [Form of Assignment and Assumption of Existing Documents]



                               -- see attached --


<PAGE>


                                    EXHIBIT D

                             [Form of Audit Letter]



                               -- see attached --


<PAGE>


                                    EXHIBIT E

                     [Form of Post-Closing Escrow Agreement]



                               -- see attached --


[The  attached  form may be revised to  incorporate  Escrow  Agent's  reasonable
comments,  which comments shall be  incorporated if mutually agreed upon by both
Seller and Purchaser]




<PAGE>


                                   SCHEDULE A

                               [Legal Description]



                               -- see attached --


<PAGE>


                                   SCHEDULE B

                                   [Contracts]




                               -- see attached --


<PAGE>


                                   SCHEDULE C

                                    [Leases]



                               -- see attached --


<PAGE>


                                   SCHEDULE D

                             [Permitted Exceptions]

1. All  exceptions  to title set forth on Schedule B to that certain loan policy
of title  insurance  dated  November 21, 1996,  issued by First  American  Title
Insurance Company as policy number 210343.

2. That certain Mortgage,  Security Agreement and Fixture Filing, executed as of
November 20, 1996, by Big Valley Associates Limited  Partnership for the benefit
of General Electric Capital Corporation, together with any documents relating to
the loan secured thereby, including, without limitation, the Assignment of Rents
and Leases,  executed as of November 20, 1996, by Big Valley Associates  Limited
Partnership  to  General   Electric   Capital   Corporation  and  UCC  financing
statements.



<PAGE>


                                   SCHEDULE E

                         [Exception to Representations]



                                   -- None --


<PAGE>


                                   SCHEDULE F

                                 [Major Tenants]



1.       K Mart
2.       Eckerd Drugs
3.       Acme Markets
4.       Valley Liquors
5.       Wilmington Savings Fund
6.       The Roadhouse
7.       Wilmington Trust Company
8.       Prudential Preferred Properties
9.       Weichert Realtors


<PAGE>


                                   SCHEDULE G

                             [Insurance Certificate]


                                -- see attached--


<PAGE>


                                   SCHEDULE H

                             [Surviving Agreements]


                                   -- None --




<PAGE>



                                       vi
0144/14611-001  NYLIB1/811114                       05/06/98  04:26 PM  (10540)
                                TABLE OF CONTENTS

ARTICLE IDefinitions..........................................................2
         1.       "Actual Knowledge of Seller"................................2
         2.       "Adjustment Date"...........................................2
         3.       "Annual Rents"..............................................2
         4.       "Books and Records".........................................3
         5.       "Closing"...................................................3
         6.       "Contracts".................................................3
         7.       "Closing  Date" or "Date of Closing"........................3
         8.       "Deposit"...................................................3
         9.       "Due Diligence Period"......................................4
         10.      "Effective Date of this Agreement"..........................4
         11.      "Environmental Reports".....................................4
         12.      "Escrow Agent"..............................................4
         14.      "Excluded Leasing Commissions"..............................4
         15.      "Existing Documents"........................................4
         16.      "Existing Indebtedness".....................................4
         17.      "Existing Obligations"......................................5
         18.      "Final Adjustment Date".....................................5
         19.      "GECC"......................................................5
         20.      "Improvements"..............................................5
         21.      "Land"......................................................5
         22.      "Lease Rights"..............................................5
         23.      "Leases"....................................................5
         24.      "Leasing Commissions".......................................6
         25.      "Limited Partner Consent"...................................6
         26.      "Major Tenants".............................................6
         27.      "Monthly Rents".............................................6
         28.      "Mortgage Deposits".........................................6
         29.      "Past Due Rents"............................................6
         30.      "Permitted Designee"........................................6
         31.      "Permitted Exceptions"......................................7
         32.      "Person"....................................................7
         33.      "Personalty"................................................7
         34.      "Property"..................................................7
         35.      "Real Property Taxes".......................................7
         36.      "Related Rights"............................................7
         37.      "Rents".....................................................9
         38.      "Survey"....................................................9
         39.      "Title Commitment"..........................................9
         40.      "Title Exceptions"..........................................9
         41.      "Title Insurer"............................................10
         42.      "Title Policy".............................................10
         43.      "UCC Searches".............................................10
         44.      "Update"...................................................10

ARTICLE II Agreement to Sell and Purchase;Terms of Sale and Purchase.........11
         1.       Agreement to Sell and Purchase/Due Diligence Period........11
         2.       Deposit and Purchase Price.................................12
         2.1      Deposit. ..................................................12
         2.2      Purchase Price.............................................13
         3.       Title Commitment; UCC Searches.............................13
         4.       Survey.....................................................16
         5.       Copies of Leases...........................................17
         6.       Seller's Representations and Warranties....................17
         7.       Purchaser's Representations and Warranties.................22
         8.       Seller's Operating Covenants...............................23
         9.       Damage or Destruction Prior to Closing.....................24
         10.      Condemnation Prior to Closing..............................26

ARTICLE IIIClosing Conditions and Other Closing Matters......................27
         1.       Date of Closing............................................27
         2.       Purchaser's Conditions to Closing..........................27
         3.       Seller's Conditions to Closing.............................29
         4.       Closing Deliveries by Seller...............................30
         5.       Closing Deliveries by Purchaser............................33
         6.       Delivery of Deposit by Escrow Agent........................34
         7.       Prorations and Adjustments.................................35
         8.       Responsibility for Costs...................................40

ARTICLE IVEscrow Provision...................................................42

ARTICLE VGeneral Matters.....................................................46
         1.       Attorney's Fees............................................46
         2.        "AS-IS" Sale..............................................47
         3.       Notices....................................................48
         4.       Non-Waiver.................................................49
         5.       Partial Invalidity.........................................50
         6.       Applicable Law.............................................50
         7.       Gender and Number..........................................50
         8.       Broker Indemnity...........................................50
         9.       Captions...................................................51
         10.      Incorporation of Schedules and Exhibits....................51
         11.      Binding Effect.............................................51
         12.      Survival...................................................51
         13.      Further Assurances.........................................52
         14.      Amendment of Agreement; Complete Agreement.................52
         15.      Consideration Prior to Closing Date........................53
         16.      Purchaser's Default; Liquidated Damages and Deposit........53
         17.      Agreement Non-Recourse to Seller, Seller's Default.........54
         18.      References to Mortgages and Deeds of Trust.................55
         19.      Counterparts...............................................55
         20.      Third Parties..............................................56
         21.      Independent Counsel........................................56
         22.      Assignment.................................................56
         23.      Successors and Assigns.....................................56
         24.      Limited Partner Consent....................................57
         25.      Post-Closing Fund..........................................57



<PAGE>







         LIST OF EXHIBITS AND SCHEDULES

Exhibit A         Form of Deed
Exhibit B         Form of Assignment and Assumption of Leases
Exhibit C         Form of Assignment and Assumption of Existing Documents
Exhibit D         Form of Audit Letter
Exhibit E         Form of Post-Closing Escrow Agreement

Schedule A        Legal Description
Schedule B        Contracts
Schedule C        Leases
Schedule D        Permitted Exceptions
Schedule E        Exceptions to Representations
Schedule F        Major Tenants
Schedule G        Insurance Certificate
Schedule H        Surviving Agreements




The Board of Directors
Regency Realty Corporation:

     We  consent  to  the   incorporation   by  reference  in  the  registration
statements,  (No.  33-86886,  No.  333-930,  No.  333-2546,  No.  333-31077  No.
333-37911,  No.  333-52089)  on Form S-3 and (No.  333-24971)  on Form  S-8,  of
Regency Realty Corporation of our report dated September 9, 1998 with respect to
the Statement of Revenues and Certain Expenses of Pike Creek Shopping Center for
the year ended December 31, 1997 which report appears in the Form 8-K of Regency
Realty Corporation dated October 7, 1998.

                                                   KPMG PEAT MARWICK LLP



October 7, 1998
Jacksonville, Florida



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