REGENCY REALTY CORP
SC 13D/A, 1998-07-08
REAL ESTATE INVESTMENT TRUSTS
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==============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 7)



                           REGENCY REALTY CORPORATION
            --------------------------------------------------------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
          ------------------------------------------------------------
                         (Title of Class of Securities)

                                   758939 10 2
                ------------------------------------------------
                                 (CUSIP Number)

                                   ARIEL AMIR
                          SECURITY CAPITAL U.S. REALTY
                                69, ROUTE D'ESCH
                                LUXEMBOURG L-1470
                                 (44-352) 487878
       ------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                                   Authorized
                     to Receive Notices and Communications)

                                  JUNE 29, 1998
       ------------------------------------------------------------------
                  (Date of Event Which Requires Filing of This
                                   Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_|.

Check the following box if a fee is being paid with this statement |_|. (A
fee is not required only if the reporting person:

(1) has a previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)

This Amendment No. 7 to Schedule 13D contains 28 pages including Exhibits.
The Exhibit Index appears on page 7.

==============================================================================


<PAGE>


                                    SCHEDULE 13D
- ----------------------------                            ------------------------
   CUSIP NO. 758939 10 2                                      Page 2 of 6
- ----------------------------                            ------------------------

- --------------------------------------------------------------------------------
   1         NAME OF PERSON
             S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                   SECURITY CAPITAL U.S. REALTY
- --------------------------------------------------------------------------------
   2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                    (a)  |_|
                                                                    (b)  |X|
- --------------------------------------------------------------------------------
   3         SEC USE ONLY                                                |_|
- --------------------------------------------------------------------------------
   4         SOURCE OF FUNDS*
                   BK, OO
- --------------------------------------------------------------------------------
   5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)                              |_|
- --------------------------------------------------------------------------------
   6         CITIZENSHIP OR PLACE ORGANIZATION
                   LUXEMBOURG
- --------------------------------------------------------------------------------
              7
                  SOLE VOTING POWER
                        11,720,216
 NUMBER OF
             -------------------------------------------------------------------
              8
   SHARES         SHARED VOTING POWER
                        -0-
BENEFICIALLY
             -------------------------------------------------------------------
              9
  OWNED BY        SOLE DISPOSITIVE POWER
                        11,720,216
    EACH
             -------------------------------------------------------------------
              10
 REPORTING        SHARED DISPOSITIVE POWER
                        -0-
PERSON WITH
- --------------------------------------------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  11,720,216  (SEE ITEM 5)
- --------------------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
                  SHARES*                                                |_|
- --------------------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.1% (SEE
                  ITEM 5)
- --------------------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON
                  CO
- --------------------------------------------------------------------------------

<PAGE>


                                    SCHEDULE 13D
- ----------------------------                            ------------------------
   CUSIP NO. 758939 10 2                                      Page 3 of 6
- ----------------------------                            ------------------------

- --------------------------------------------------------------------------------
   1         NAME OF PERSON
             S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                   SECURITY CAPITAL HOLDINGS S.A.
- --------------------------------------------------------------------------------
   2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                    (a)  |_|
                                                                    (b)  |X|
- --------------------------------------------------------------------------------
   3         SEC USE ONLY                                                |_|
- --------------------------------------------------------------------------------
   4         SOURCE OF FUNDS*
                   BK, OO
- --------------------------------------------------------------------------------
   5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
             PURSUANT TO ITEMS 2(d) OR 2(e)                              |_|
- --------------------------------------------------------------------------------
   6         CITIZENSHIP OR PLACE ORGANIZATION
                   LUXEMBOURG
- --------------------------------------------------------------------------------
              7
                  SOLE VOTING POWER
                        11,720,216
 NUMBER OF
             -------------------------------------------------------------------
              8
   SHARES         SHARED VOTING POWER
                        -0-
BENEFICIALLY
             -------------------------------------------------------------------
              9
  OWNED BY        SOLE DISPOSITIVE POWER
                        11,720,216
    EACH
             -------------------------------------------------------------------
              10
 REPORTING        SHARED DISPOSITIVE POWER
                        -0-
PERSON WITH
- --------------------------------------------------------------------------------
   11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                  11,720,216 (SEE ITEM 5)
- --------------------------------------------------------------------------------
   12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
           SHARES*                                                       |_|
- --------------------------------------------------------------------------------
   13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.1% (SEE
                  ITEM 5)
- --------------------------------------------------------------------------------
   14      TYPE OF REPORTING PERSON
                   CO
- --------------------------------------------------------------------------------

<PAGE>


            This Amendment No. 7 is filed by Security Capital U.S. Realty
("Security Capital U.S. Realty"), a corporation organized and existing under the
laws of Luxembourg, and by Security Capital Holdings S.A. ("Holdings"), a
corporation organized and existing under the laws of Luxembourg and a wholly
owned subsidiary of Security Capital U.S. Realty (together with Security Capital
U.S. Realty, "SC-USREALTY"), and amends the Schedule 13D originally filed on
June 21, 1996 (as previously amended, the "Schedule 13D"). This Amendment No. 7
relates to shares of common stock, par value $0.01 per share ("Common Stock"),
of Regency Realty Corporation, a Florida corporation ("Regency"). Capitalized
terms used herein without definition shall have the meanings ascribed thereto in
the Schedule 13D.

            On June 29, 1998, SC-USREALTY purchased 435,777 shares of Common
Stock directly from Regency for an aggregate purchase price of $9,641,566.12,
pursuant to a Subscription Agreement, dated as of June 29, 1998, by and among
Regency, Holdings and Security Capital U.S. Realty (the "Subscription
Agreement").

            The purchase of the 435,777 shares of Common Stock pursuant to the
Subscription Agreement was at a price per share of $22.125 and was pursuant to
SC-USREALTY's rights under Section 4.2 of the Stockholders Agreement to purchase
shares of capital stock of Regency from time to time in connection with
issuances of shares of capital stock by Regency (each such right, a
"Participation Right"). Regency triggered SC-USREALTY's Participation Right when
Regency issued shares of Common Stock and limited partnership units redeemable
for Common Stock on April 23, 1998, pursuant to a Contribution Agreement and
Plan of Reorganization, dated as of February 10, 1997. Regency extended the time
in which SC-USREALTY had to exercise such Participation Right to no later than
June 30, 1998.

            A copy of the Subscription Agreement is attached hereto as Exhibit
7.1, and such agreement is specifically incorporated herein by reference, and
the description herein of such agreement is qualified in its entirety by
reference to such agreement.

ITEM 1.   SECURITY AND ISSUER.

              No material change.


ITEM 2.   IDENTITY AND BACKGROUND.

              No material change except as set forth above.


ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

              No material change except as set forth above.


                               Page 4 of 6 Pages


<PAGE>


ITEM 4.   PURPOSE OF TRANSACTION.

              No material change except as set forth above.


ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

              No material change except as set forth above and below.


            As of June 29, 1998, SC-USREALTY beneficially owns 11,720,216 shares
of Common Stock as a result of its acquisition of 435,777 shares of Common
Stock. Based on SC-USREALTY's ownership of 11,720,216 shares of Common Stock, it
owns approximately 46.1 % of the outstanding Common Stock, and approximately
37.8 % on a fully diluted basis, based on the number of outstanding shares of
Common Stock and the number of outstanding options and other securities
convertible into Common Stock.

            Except as set forth herein and as described in prior filings, to the
best knowledge and belief of SC-USREALTY, no transactions involving Common Stock
have been effected during the past 60 days by SC-USREALTY or by its directors,
executive officers or controlling persons.


ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
          RESPECT TO SECURITIES OF THE ISSUER.

              No material change except as described above.


ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

              The following Exhibits are filed as part of this Schedule 13D:

Exhibit 7.1     Subscription Agreement, dated as of June 29, 1998, by and
                among Regency Realty Corporation, Security Capital Holdings
                S.A. and Security Capital U.S. Realty.



                               Page 5 of 6 Pages


<PAGE>


                                   SIGNATURES


            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.


Dated as of:  July 2, 1998


                                    SECURITY CAPITAL U.S. REALTY



                                    By: /s/Ariel Amir
                                        -----------------------------------
                                    Name:   Ariel Amir
                                    Title:  Vice President



                                    SECURITY CAPITAL HOLDINGS S.A.



                                    By: /s/Ariel Amir
                                        -----------------------------------
                                    Name:   Ariel Amir
                                    Title:  Vice President







                               Page 6 of 6 Pages


<PAGE>


                                  EXHIBIT INDEX


EXHIBIT                       DESCRIPTION                          SEQUENTIAL
                                                                   PAGE NO.

    7.1      Subscription Agreement, dated as of June 29,            
             1998, by and among Regency Realty
             Corporation, Security Capital Holdings S.A.
             and Security Capital U.S. Realty.



                             SUBSCRIPTION AGREEMENT

                                  BY AND AMONG

                           REGENCY REALTY CORPORATION

                         SECURITY CAPITAL HOLDINGS S.A.

                                       AND

                          SECURITY CAPITAL U.S. REALTY

                                   DATED AS OF

                                  JUNE 29, 1998





<PAGE>


                                TABLE OF CONTENTS

      SECTION                                                              Page


1.    SUBSCRIPTION; CLOSING..................................................2
      1.1   Subscription for Company Common Stock............................2
      1.2   Acceptance of Subscription.......................................2
      1.3   Purchase Price...................................................2
      1.4   Closing..........................................................2

2.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY..........................3
      2.1   Due Incorporation, etc...........................................3
      2.2   Due Authorization; Consents; No Violations.......................3
      2.3   Capitalization...................................................4
      2.4   Valid Issuance of Shares.........................................5
      2.5   Regency Exchange Act Reports.....................................5
      2.6   Permits..........................................................6
      2.7   No Adverse Change................................................6
      2.8   No Defaults or Violations........................................6
      2.9   Litigation.......................................................7
      2.10  Title to Properties; Leasehold Interests.........................7
      2.11  Environmental Matters........................................... 7
      2.12  Taxes........................................................... 9
      2.13  Employees: ERISA................................................ 9
      2.14  Accuracy of Statements.......................................... 9
      2.15  Tax Matters; REIT and Partnership Status........................10
      2.16  Compliance with Organization Documents..........................10
      2.17  Florida Takeover Law............................................10
      2.18  Brokers or Finders..............................................11
      2.19  Shareholder Approval............................................11
      2.20  Amended Company Charter; Modification of Transfer Restrictions..11
      2.21  Consents........................................................11
      2.22  HSR Act.........................................................11
      2.23  Related Tenant Limit Waiver.....................................11

3.    REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER AND THE ADVANCING PARTY..12
      3.1   Organization and Standing.......................................12
      3.2   Due Authorization...............................................12
      3.3   Conflicting Agreements and Other Matters........................12
      3.4   Source of Funds.................................................13
      3.5   Brokers or Finders..............................................13
      3.6   REIT Qualification Matters......................................13
      3.7   Investment Company Matters......................................13



                                       i


<PAGE>


      3.8   Investment Representations......................................13
      3.9   No Substantial Investment in Company's Tenants..................14

4.    SURVIVAL; INDEMNIFICATION.............................................14
      4.1   Survival........................................................14
      4.2   Indemnification by Subscriber or the Company....................14

5.    MISCELLANEOUS.........................................................16
      5.1   Counterparts....................................................16
      5.2   Governing Law...................................................16
      5.3   Entire Agreement................................................16
      5.4   Notices.........................................................16
      5.5   Successors and Assigns..........................................17
      5.6   Headings........................................................17
      5.7   Amendments and Waivers..........................................18
      5.8   Expenses........................................................18
      5.9   Severability....................................................18
      5.10  Further Assurances..............................................18
      5.11  Joint and Several Liability; Guaranty...........................18











                                       ii


<PAGE>


                             SUBSCRIPTION AGREEMENT

      THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into as of June
29, 1998 by and among Regency Realty Corporation, a Florida corporation (the
"Company"), Security Capital U.S. Realty, a Luxembourg corporation (the
"Advancing Party"), and Security Capital Holdings S.A., a Luxembourg corporation
and a wholly-owned subsidiary of the Advancing Party ("Subscriber" or
"Investor"). Capitalized terms not otherwise defined herein have the meanings
ascribed to them in the Stock Purchase Agreement (as hereinafter defined).

      WHEREAS, in connection with the Company's initial issuance and sale to
Subscriber of shares of the Company's common stock, par value $0.01 per share
(the "Company Common Stock"), pursuant to a Stock Purchase Agreement dated as of
June 11, 1996, as amended (the "Stock Purchase Agreement"), the Company, the
Advancing Party and Subscriber entered into a Stockholders Agreement on July 10,
1996 (as amended, the "Stockholders Agreement");

      WHEREAS, pursuant to the terms of the Stockholders Agreement, in the event
that the Company issues or sells shares of capital stock of the Company,
Investor is, during a specified term, entitled (except in certain limited
circumstances) to a participation right to purchase, or subscribe for, a total
number of shares equal to up to 42.5% of the total number of shares of capital
stock proposed to be issued by the Company in its first offering after the final
closing under the above-referenced Stock Purchase Agreement and up to 37.5%
thereafter (the "Participation Rights");

      WHEREAS, the Company entered into a Contribution Agreement and Plan of
Reorganization (the "Contribution Agreement"), dated as of February 10, 1997, by
and among Branch Properties, L. P., Branch Realty, Inc. (together, "Branch") and
the Company (the "Branch Transaction"), which provided, in part, for subsequent
closings at which additional shares of Common Stock and limited partnership
units of Regency Centers, L.P. redeemable for shares of Common Stock would be
issued based on the assets acquired from Branch attaining certain specified
levels of performance (the "Earn-Out Closings");

      WHEREAS, on March 23, 1998, at the first Earn-Out Closing, the Company
issued 560,629 shares of Common Stock and 171,932 limited partnership units
redeemable for Common Stock;

      WHEREAS, pursuant to Section 4.2 of the Stockholders Agreement, the first
Earn-Out Closing triggered a participation right of Investor to purchase or
subscribe for up to 435,777 shares of Company Common Stock at a purchase price
of $22 1/8 per share;

      WHEREAS, by Letter Agreement dated April 23, 1998, a copy of which is
attached as Exhibit A hereto, the Company and Investor agreed to an extension of
Investor's Participation Right with respect to the shares of Common Stock issued
on March 23, 1998 as earn-out in connection with the Branch Transaction to 
June 30, 1998;


<PAGE>


      WHEREAS, in accordance with Investor's desire to exercise its
Participation Right, the Company desires to issue and sell to Subscriber shares
of Company Common Stock in an offering from the Company to Subscriber.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:

      1.    SUBSCRIPTION; CLOSING

             1.1   SUBSCRIPTION FOR COMPANY COMMON STOCK

                   Subject to the terms and conditions hereof, Subscriber hereby
      subscribes (the "Subscription") to purchase 435,777 shares of Company
      Common Stock (the "Shares"). Subscriber acknowledges receipt of a
      Participation Notice (as defined in Section 4.2 of the Stockholders
      Agreement) from the Company. The Company acknowledges receipt of an oral
      Exercise Notice (as defined in Section 4.2 of the Stockholders Agreement)
      and hereby waives the requirement that such notices have been in writing.

             1.2   ACCEPTANCE OF SUBSCRIPTION

                   Subject to the terms and conditions hereof, the Company 
      hereby accepts the Subscription. With respect to the Shares, the Company 
      has previously delivered a Participation Notice to Subscriber and 
      Subscriber has previously delivered an oral Exercise Notice to the 
      Company, which Subscriber hereby confirms in writing, and the Company 
      hereby confirms that the Company intends to use the proceeds from the sale
      of the Shares to reduce outstanding indebtedness of the Company.

             1.3   PURCHASE PRICE

                   The per share purchase price for the 435,777 Shares shall be
      $22 1/8 per share for an aggregate purchase price of $9,641,566.12 (the
      "Purchase Price").

             1.4   CLOSING

                   Subject to the terms and conditions hereof, the closing (the
      "Closing") shall occur on the date hereof. At the Closing, the Company
      will sell, convey, assign, transfer and deliver, and Subscriber will
      purchase and acquire (and the Advancing Party shall advance sufficient
      funds for such purchase) from the Company, the Shares, and Subscriber will
      pay to the Company the Purchase Price by wire transfer of immediately-
      available funds in U.S. dollars to the account or accounts specified by
      the Company.



                                       2

<PAGE>


      2.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            The Company hereby represents and warrants to Subscriber as follows:

             2.1   DUE INCORPORATION, ETC.

                   (a)  The Company is duly organized, validly existing and in 
      good standing under the Laws of the State of Florida, with all requisite
      power and authority to own, lease, operate and sell its assets and to
      carry on its business as it is now being conducted. The Company is in good
      standing as a foreign entity authorized to do business in each 
      jurisdiction where it engages in business, except to the extent such 
      violation or failure does not cause or is not reasonably expected to cause
      a Material Adverse Effect.

                   (b)  Except as otherwise noted on Exhibit 21 of the Company's
      Form 10-K annual report filed with the SEC for the fiscal year ended 
      December 31, 1997 (the "Form 10-K"), the Company owns all of the 
      outstanding capital stock of its subsidiaries listed on Exhibit 21 of the
      Form 10-K.  Except for its interests in its subsidiaries and minority 
      interests in certain partnerships as noted on Exhibit 21 to the Form 10-K,
      the Company does not hold any interest in any security issued by any other
      person.

             2.2   DUE AUTHORIZATION; CONSENTS; NO VIOLATIONS

                   (a)  The Company has full power and authority to enter into 
      this Agreement and to consummate the transactions contemplated hereby. The
      execution, delivery and performance by the Company of this Agreement have
      been duly and validly approved by the Company, and no other proceeding on
      the part of the Company is necessary to authorize this Agreement and the
      transactions contemplated hereby. This Agreement has been duly and validly
      executed and delivered by the Company and, assuming due authorization,
      execution and delivery of this Agreement by Investor, this Agreement
      constitutes a valid and binding obligation of the Company enforceable in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, moratorium, reorganization, similar
      laws or court decisions from time to time in effect that affect creditors'
      rights generally and by legal and equitable limitations on the
      availability of specific remedies.

                   (b)  No consents, waivers, exemptions or approvals of, or 
      filings or registrations by the Company with, any Government Authority or 
      any other person not a party to this Agreement are necessary in connection
      with the execution, delivery and performance by the Company of this
      Agreement or the consummation of the transactions contemplated hereby
      except to the extent the failure to obtain the same does not cause or
      is not expected to cause a Material Adverse Effect on the Company or
      the transactions contemplated by this Agreement except for the consents 
      obtained pursuant to Section 7.1(d) of the Stock Purchase Agreement.



                                       3

<PAGE>


                   (c)  Except to the extent same does not cause or is not 
      reasonably expected to cause a Material Adverse Effect, the execution, 
      delivery and performance by the Company of this Agreement and the 
      consummation of the transactions contemplated hereby and thereby, do not 
      and will not (i) violate any Order applicable to or binding on the Company
      or its assets; (ii) violate any statute, law, ordinance, rule, regulation 
      or judicial decision ("Law"); (iii) violate or conflict with, result in a 
      breach of, constitute a default (or an event which with the passage of 
      time or the giving of notice, or both, would constitute a default) under, 
      permit cancellation of, accelerate the performance required by, or result 
      in the creation of any Lien upon any of the Company's assets under, any 
      contract or other arrangement of any kind or character to which the 
      Company is a party or by which the Company or any of its assets are bound;
      (iv) permit the acceleration of the maturity of any indebtedness of the 
      Company, or any indebtedness secured by any of the Company's assets; or 
      (v) violate or conflict with any provision of the Company's Articles of 
      Incorporation or Bylaws.

             2.3   CAPITALIZATION

                   (a)  The authorized capital stock of the Company consists of
      (i) 150,000,000 shares of Common Stock, (ii) 10,000,000 shares of Special
      Common Stock, $0.01 par value, and (iii) 10,000,000 shares of preferred
      stock, $0.01 par value, including 1,600,000 shares of 8.125% Cumulative
      Redeemable Preferred Stock. As of June 9, 1998, there were 24,987,093
      shares of Common Stock issued and outstanding, and 2,500,000 shares of
      Class B Non-voting Common Stock, par value $0.01 issued and outstanding.

                   (b)  No shares of the Company's stock are entitled to 
      preemptive rights. Except as disclosed in the Company's reports filed with
      the Securities and Exchange Commission ("SEC") under the Securities 
      Exchange Act of 1934 ("Regency Exchange Act Reports"), in the Articles of
      Incorporation relating to the Class B Non-voting Common Stock, or on
      Schedule 2.3(b), there are no outstanding options, warrants, scrip, rights
      to subscribe to, calls or commitments of any character whatsoever relating
      to, or securities or rights convertible into, any shares of capital stock
      of the Company or any of its subsidiaries, or contracts or other
      arrangements by which the Company or any of its subsidiaries is or may
      become bound to issue additional shares of capital stock of the Company or
      any of its subsidiaries. The Company has furnished to Investor true and
      correct copies of the Articles of Incorporation and the Company's Bylaws,
      as in effect on the date hereof.

                   (c)  Except as set forth on Schedule 2.3(c), the Company has
      no obligation (contingent or otherwise) to purchase, redeem or otherwise
      acquire any of its capital stock or any interest therein or to pay any
      dividend or make any other distribution in respect thereof.



                                       4

<PAGE>


                   (d)  Except for the agreements listed on Schedule 2.3(d), the
      Company has no knowledge of any voting agreements, voting trusts,
      stockholders' agreement, proxies or other agreements or understandings
      that are currently in effect or that are currently contemplated with
      respect to the voting of any capital stock of the Company.

                   (e)  All of the outstanding securities of the Company were 
      issued in compliance with all applicable federal and state securities 
      laws.

             2.4   VALID ISSUANCE OF SHARES

                   The Shares which are being issued hereunder, when issued and
      delivered in accordance with the terms hereof for the consideration
      expressed herein, will be duly and validly issued, fully paid and
      nonassessable and, based upon the representations of Investor in this
      Agreement, will be issued in compliance with all applicable federal and
      state securities laws.

             2.5   REGENCY EXCHANGE ACT REPORTS

                   (a)  Since November 5, 1993, the Company has timely filed all
      the Regency Exchange Act Reports. As of their respective dates, (i) the
      Regency Exchange Act Reports complied in all material respects with the
      requirements of the Exchange Act and the rules and regulations of the SEC
      promulgated thereunder applicable to the Regency Exchange Act Reports, and
      (ii) no Regency Exchange Act Report contained any untrue statement of
      material fact or omitted a material fact necessary to make the statements
      contained therein, in light of the circumstances under which they were
      made, not misleading.

                   (b) The financial statements of the Company included in the 
      Regency Exchange Act Reports comply as to form in all material respects 
      with applicable accounting requirements and the published rules and 
      regulations of the SEC with respect thereto. Such financial statements 
      have been prepared in accordance with GAAP applied on a consistent basis 
      during the periods involved (except (i) as may be otherwise indicated in 
      such financial statements or the notes thereto or (ii) in the case of 
      unaudited interim statements, to the extent they may not include footnotes
      or may be condensed or summary statements) and on that basis present 
      fairly in all material respects the consolidated financial position and 
      assets and Liabilities of the entities included therein (including the 
      Company's subsidiaries) as going concerns, and the results of the 
      operations of such entities and changes in their financial position for 
      the periods covered thereby and as of the dates thereof. Such financial 
      statements are in accordance with the books and records of the entities 
      included therein (including the Company's subsidiaries), do not reflect 
      any transactions which are not bona fide transactions and do not contain 
      any untrue statements of a material fact or omit to state any material 
      fact necessary to make the statements contained therein, in light of the 
      circumstances in which they were made, not misleading. Such financial 
      statements make full and adequate disclosure of, 



                                       5

<PAGE>


      and provision for all material Liabilities of the entities included
      therein (including the Company's subsidiaries) as of the dates thereof.
      Except as set forth in the balance sheets included in the Regency Exchange
      Act Reports, there are no Liabilities (including "off balance sheet"
      Liabilities), whether due or to become due, which have had or are
      reasonably likely to have a Material Adverse Effect.

             2.6   PERMITS

                   The Company holds all licenses, certificates, permits, 
      franchises, rights, variances, interim permits, approvals, authorizations
      or consents, whether federal, state, local or foreign, which are currently
      necessary for the lawful operation of the Company's business, except for 
      those the absence of which would not cause and would not be reasonably 
      expected to cause a Material Adverse Effect on the Company.

             2.7   NO ADVERSE CHANGE

                   Since December 4, 1997, there has not been (i) any change in 
      the Company which would cause or reasonably be expected to result in a
      Material Adverse Effect on the Company, (ii) any material loss, damage or
      destruction to any of the Company's assets (whether or not covered by
      insurance) or any other event or condition which has had or could have a
      Material Adverse Effect on the Company, (iii) any contract or other
      transaction entered into by the Company relating to, or otherwise
      affecting in any way, its business or the operation thereof, other than in
      the ordinary course of business, (iv) any sale, lease or other transfer or
      disposition of any of the Company's assets, or any cancellation of any
      debts or claim of the Company, except in the ordinary course of business,
      and (v) any changes in the accounting systems, policies or practices of
      the Company. Since December 4, 1997, the Company's business has been
      conducted in all material respects only in the ordinary course and
      consistent with past practices.

             2.8   NO DEFAULTS OR VIOLATIONS

                   Except to the extent any default or non-compliance does not
      cause or is not reasonably expected to cause a Material Adverse Effect as
      to the Company: (a) the Company has not materially breached any provision
      of, nor is it in material default under the terms of, any lease, contract
      or commitment to which it is a party or under which it has any rights or 
      by which it is bound or which relates to its business or its assets and, 
      to the Company's knowledge, no other party to any such lease, contract, or
      other commitment has breached such lease, contract or commitment or is in
      default thereunder (nor has the Company waived any such default) in any
      material respect, and no event has occurred and no condition or state of
      facts exists which with the passage of time or the giving of notice, or
      both, would constitute such a default or breach by the Company, or to the
      Company's knowledge, by any such other party, or give right to an
      automatic termination or the right of discretionary termination thereof;
      (b) the Company is in 



                                       6

<PAGE>


      material compliance with, and no Liability or material violation
      exists under, any Law or order applicable in any way to the Company; and
      (c) no notice from any Government Authority has been received by the
      Company claiming any violation of any Law (including any building, zone or
      other ordinance) or order, or requiring any work, construction or
      expenditure.

             2.9   LITIGATION

                   Except for certain matters which, to the Company's knowledge,
      do not have a Material Adverse Effect on the Company or the transactions
      contemplated by this Agreement, there is no litigation pending or, to the
      Company's knowledge, threatened against any of the properties or
      businesses of the Company or relating to its assets or the transactions
      contemplated by this Agreement. Neither the Company nor any of its assets
      are subject to any order which has had or could have had a Material
      Adverse Effect on the Company.

             2.10  TITLE TO PROPERTIES; LEASEHOLD INTERESTS

                   The Company has good and marketable title to each of the 
      properties and assets owned by it. Certain real and personal property used
      by the Company in the conduct of its business is held under lease, and, to
      the Company's knowledge, there is no pending or threatened Claim by any 
      lessor of any such property to terminate any such lease. None of the 
      properties owned or leased by the Company is subject to any Liens which 
      could reasonably be expected to materially and adversely affect the 
      assets, properties, liabilities, business, affairs, results of operations,
      condition (financial or otherwise) or prospects of the Company. Each lease
      or agreement to which the Company is a party under which it is the lessee
      of any property, real or personal, is a valid and subsisting agreement
      without any material default of the Company thereunder and, to the best of
      the Company's knowledge, without any material default thereunder of any
      other party thereto. No event has occurred and is continuing which, with
      due notice or lapse of time or both, would constitute a default or event
      of default by the Company under any such lease or agreement or, to the
      best of the Company's knowledge, by any party thereto, except for such
      defaults that would not individually or in the aggregate have a Material
      Adverse Effect on the Company. The Company's possession of such property
      has not been disturbed and, to the best of the Company's knowledge, no
      claim has been asserted against it adverse to its rights in such leasehold
      interests.

             2.11  ENVIRONMENTAL MATTERS

                   For purposes of this Section 2.11, the term "Regency" means 
      the Company and its Affiliates, and the term "Regency Property" means a
      property owned or leased by the Company or its Affiliates and any property
      in which the Company or its Affiliates has an interest. The parties
      acknowledge that Regency does not possess any expertise 



                                       7

<PAGE>


      with regard to Materials of Environmental Concern and, accordingly, the 
      following representations and warranties are based exclusively on reports
      prepared by environmental consultants to Regency.

                   (a) Except for those matters described in Schedule 2.11 with
      respect to Bolton Plaza, Regency is and each Regency Property is not
      presently in violation of any applicable Environmental Law;

                   (b) Regency has not stored or used any Materials of 
      Environmental Concern at any Regency Property;

                   (c) Regency has not received any notice, complaint, warning 
      letter or notice of violation from any Government Authority or any other
      person that Regency is in violation of any Environmental Law or 
      environmental permit or that they are responsible (or potentially 
      responsible) for the assessment or remediation of any release of any 
      Material of Environmental Concern at, on or beneath any Regency Property;

                   (d) Regency is not the subject of any actual or threatened 
      federal, state, local or private litigation involving a claim of liability
      or a demand for damages arising out of violation of any Environmental Law 
      or from the release or threatened release of any Material of Environmental
      Concern;

                   (e) Except for those matters described in Schedule 2.11 with
      respect to Bolton Plaza, Regency has timely filed all reports required by
      any applicable Environmental Law and has generated and maintained all
      data, documentation, and records required under any Environmental Law;

                   (f) Except for those matters described in Schedule 2.11, 
      which, to Regency's knowledge, do not have a Material Adverse Effect on 
      Regency, Regency is not aware of any release or threatened release of a 
      Material of Environmental Concern, the presence of any current or former 
      drycleaning facility, the presence of any current or former storage tanks,
      the presence of any asbestos containing material, or the presence of any
      condition or circumstance which could subject the owner or operator of any
      Regency Property to liability or claims under the Environmental Laws or
      any private cause of action arising out of an environmental condition;

                   (g) No Regency Property is subject to, and Regency has no 
      knowledge of any imminent restriction on the ownership, occupancy, use, or
      transferability of any Regency Property; or

                   (h) To Regency's knowledge, there are no conditions or
      circumstances at any Regency Property which pose a risk to the environment
      or the health or safety of any Person.



                                       8

<PAGE>


             2.12  TAXES

                   The Company has filed all federal, state, local and other Tax
      returns and reports (except for foreign returns and reports the failure to
      file which has not and is not reasonably expected to cause a Material
      Adverse Effect), and any other material returns and reports with any
      Government Authority, required to be filed by it. The Company has paid or
      caused to be paid all Taxes that are due and payable, except those which
      are being contested by it in good faith by appropriate proceedings and in
      respect of which adequate reserves are being maintained on its books in
      accordance with GAAP consistently applied. The Company does not have any
      material Liabilities for Taxes other than those incurred in the ordinary
      course of business and in respect of which adequate reserves are being
      maintained by it in accordance with GAAP consistently applied. Federal and
      state income Tax returns for the Company have not been audited by the IRS
      or any state authority. No deficiency assessment with respect to or
      proposed adjustment of the Company's federal, state, local or other Tax
      returns is pending or, to the best of the Company's knowledge, threatened.
      There is no Tax Lien, whether imposed by any federal, state, local or
      other tax authority outstanding against the assets, properties or business
      of the Company. There are no applicable Taxes, fees or other governmental
      charges payable by the Company in connection with the execution and
      delivery of this Agreement.

             2.13  EMPLOYEES: ERISA

                   The Company has good relationships with its employees and has
      not had and does not expect any substantial labor problems. The Company 
      does not have any knowledge as to any intentions of any key employee or 
      any group of employees to leave the employ of the Company. Other than as
      disclosed in the Regency Exchange Act Reports and materials provided to
      Investor, the Company has not established, sponsored, maintained, made any
      contributions to or been obligated by law to establish, maintain, sponsor
      or make any contributions to any "employee pension benefit plan" or
      "employee welfare benefit plan" (as such terms are defined in ERISA),
      including, without limitation, any "multi-employer plan." The Company has
      complied in all material respects with all applicable Laws relating to the
      employment of labor, including provisions relating to wages, hours, equal
      opportunity, collective bargaining and the payment of Social Security and
      other Taxes, and with ERISA.

             2.14  ACCURACY OF STATEMENTS

                   To the Company's knowledge, neither this Agreement nor any 
      document, instrument, schedule, exhibit, statement, list, certificate or 
      other information furnished or to be furnished by or on behalf of the 
      Company to Investor in connection with this Agreement or any of the 
      transactions contemplated hereby contains or will contain any untrue 
      statement of a material fact or omits or will omit to state a material 
      fact necessary



                                       9

<PAGE>


      to make the statements contained herein or therein, in light of the
      circumstances in which they are made, not misleading.

             2.15  TAX MATTERS; REIT AND PARTNERSHIP STATUS

                   (a)  The Company (i) intends in its federal income tax return
      for the tax year that will end on December 31, 1998, to elect to be taxed
      as a REIT within the meaning of Section 856 of the Code, and has complied
      (or will comply) with all applicable provisions of the Code relating to a
      REIT for 1998, (ii) has operated, and intends to continue to operate, in 
      such a manner as to qualify as a REIT for 1998, (iii) has not taken or 
      omitted to take any action which would reasonably be expected to result in
      a challenge to its status as a REIT, and, to the Company's knowledge, no
      such challenge is pending or threatened, and (iv) to the Company's
      knowledge, and assuming the accuracy of Subscriber's representation in
      Section 3.7, 3.8, will not be rendered unable to qualify as a REIT for
      federal income tax purposes as a consequence of the transactions
      contemplated hereby.

                   (b) The Company was eligible to and did validly elect to be
      taxed as a REIT for federal income tax purposes for calendar years 1993,
      1994, 1995 and 1996, and is eligible to and intends to make such election
      for calendar year 1997. Each Partnership and each subsidiary of the 
      Company organized as a partnership (and any other subsidiary of the 
      Company that files tax returns as a partnership for federal income tax 
      purposes) was and continues to be classified as a partnership for federal 
      income tax purposes.

                   (c) For purposes of this Section 2.15, no representation set 
      forth in Section 2.15 shall be deemed to be untrue unless such untruths 
      would, individually or in the aggregate, be reasonably expected to result 
      in a Material Adverse Effect.

             2.16  COMPLIANCE WITH ORGANIZATION DOCUMENTS

                   Neither the Company nor any of its Subsidiaries is in default
      under or in violation of any provision of its charter, bylaws or 
      partnership agreement (or equivalent organizational documents), except for
      such defaults or violations which would not, individually or in the 
      aggregate, reasonably be expected to result in a Material Adverse Effect.

             2.17  FLORIDA TAKEOVER LAW

                   The terms of Sections 607.0901 and 607.0902 of the Florida 
      Business Corporation Act will not apply to Subscriber, the Subscription or
      any other transaction contemplated hereby.



                                       10

<PAGE>


             2.18  BROKERS OR FINDERS

                   No agent, broker, investment banker or other firm or person,
      including any of the foregoing that is an Affiliate of the Company, is or
      will be entitled to any broker's or finder's fee or any other commission
      or similar fee from the Company in connection with this Agreement or any
      of the transactions contemplated hereby for which Subscriber will be
      responsible.

             2.19  SHAREHOLDER APPROVAL

                   The issuance of Company Common Stock pursuant to this 
      Agreement has been approved by the requisite vote of the Company's 
      Shareholders.

             2.20  AMENDED COMPANY CHARTER; MODIFICATION OF TRANSFER
                   RESTRICTIONS

                   The amendments to the Company Charter in the forms attached 
      as Exhibit B and Exhibit C hereto have been approved by the requisite vote
      of holders of Company Common Stock, all as required by and in accordance 
      with the Company Charter, and duly filed with the Secretary of State of 
      Florida and are in full force and effect.

             2.21  CONSENTS

                   Company has obtained the consents required by Section 7.1(d) 
      of the Stock Purchase Agreement (other than that of Fortis Benefits 
      Insurance Co., which was waived by the Parties).

             2.22  HSR ACT

                   No action has been instituted by the United States Department
      of Justice or the United States Federal Trade Commission challenging the
      consummation of the transactions contemplated by the Stock Purchase
      Agreement or the transactions contemplated hereby, and no filing under the
      HSR Act is required with respect to the transactions contemplated thereby
      or hereby.

             2.23  RELATED TENANT LIMIT WAIVER

                   The Board of Directors of the Company has granted a waiver 
      of the Related Tenant Limit (as such term is defined in the Company 
      Charter) to Investor.



                                       11

<PAGE>


             2.24  NO INJUNCTION

                   There is no order, decree or injunction of a court or agency
      of competent jurisdiction which enjoins or prohibits consummation of the
      transactions contemplated hereby and there are no pending Actions which
      would reasonably be expected to have a material adverse effect on the
      ability of the Company to consummate the transactions contemplated hereby
      or to issue the Special Purchase Shares.

             2.25  DOMESTICALLY-CONTROLLED REIT

                   To the best of the Company's knowledge, the Company is, and
      after giving effect to the Closing will be, a "domestically-controlled" 
      REIT within the meaning of Code Section 897(h)(4)(B).

      3.    REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER AND THE ADVANCING
            PARTY

                   Subscriber and the Advancing Party hereby jointly and 
      severally represent and warrant to the Company as follows:

             3.1   ORGANIZATION AND STANDING

                   Each of Subscriber and the Advancing Party is a corporation 
      duly incorporated, validly existing and in good standing under the laws of
      Luxembourg. Subscriber has all requisite corporate power and authority to
      own, operate, lease and encumber its properties and carry on its business
      as now conducted, and to enter into this Agreement and to perform its
      obligations hereunder.

             3.2   DUE AUTHORIZATION

                   The execution, delivery and performance of this Agreement 
      have been duly and validly authorized by all necessary corporate action on
      the part of Subscriber and the Advancing Party. This Agreement has been 
      duly executed and delivered by each of Subscriber and the Advancing Party
      for itself and constitutes the valid and legally binding obligations of
      Subscriber and the Advancing party, enforceable against Subscriber or the
      Advancing Party, as the case may be, in accordance with its terms, subject
      to applicable bankruptcy, insolvency, moratorium or other similar laws
      relating to creditors' rights or general principles of equity.

             3.3   CONFLICTING AGREEMENTS AND OTHER MATTERS

                   Neither the execution and delivery of this Agreement nor the
      performance by Subscriber or the Advancing Party, as the case may be, of
      its obligations hereunder will conflict with, result in a breach of the
      terms, conditions or provisions of, constitute



                                       12

<PAGE>


      a default under, result in the creation of any mortgage, security
      interest, encumbrance, lien or charge of any kind upon any of the
      properties or assets of Subscriber or the Advancing Party, as the case may
      be, pursuant to, or require any consent, approval or other action by or
      any notice to or filing with any Government Authority pursuant to, the
      organization documents or agreements of Subscriber or the Advancing Party,
      as the case may be, or any agreement, instrument, order, judgment, decree,
      statute, law, rule or regulation by which Subscriber or the Advancing
      Party, as the case may be, is bound, except for filings after the Closing
      under Section 13(d) of the Exchange Act.

             3.4   SOURCE OF FUNDS

                   At the Closing, the Advancing Party shall have available and 
      shall advance to Subscriber all of the funds necessary to satisfy 
      Subscriber's obligations hereunder and to pay any related fees and 
      expenses in connection with the foregoing.

             3.5   BROKERS OR FINDERS

                   No agent, broker, investment banker or other firm or person,
      including any of the foregoing that is an Affiliate of Subscriber or the
      Advancing Party, is or will be entitled to any broker's or finder's fee or
      any other commission or similar fee from Subscriber or the Advancing Party
      in connection with this Agreement or the transactions contemplated hereby
      for which the Company will be responsible.

             3.6   REIT QUALIFICATION MATTERS

                   To Subscriber's knowledge, no person which would be treated
      as an "individual" for purposes of Section 542(a)(2) of the Code (as 
      modified by Section 856(h) of the Code) owns or would be considered to own
      (taking into account the ownership attribution rules under Section 544 of
      the Code, as modified by Section 856(h) of the Code) in excess of 9.8% of
      the value of the outstanding equity interest in Subscriber or the 
      Advancing Party.

             3.7   INVESTMENT COMPANY MATTERS

                   Neither the Advancing Party nor Subscriber is, and after 
      giving effect to the purchase of the Special Purchase Shares, neither will
      be, an "investment company" or an entity "controlled" by an "investment 
      company," as such terms are defined in the Investment Company Act of 1940,
      as amended.

             3.8   INVESTMENT REPRESENTATIONS

                   Investor is acquiring the Special Purchase Shares for 
      investment purposes and not with a view to the distribution thereof. 
      Investor acknowledges and agrees that the Special Purchase Shares may 
      only be sold or otherwise disposed of in one or more 



                                       13

<PAGE>


      transactions registered under the Security Act and, where applicable, 
      relevant state securities laws or as to which an exemption from the 
      registration requirements of the Securities Act and, where applicable, 
      such state securities laws is applicable, and Investor agrees that the 
      Certificates representing such Company Common Stock will bear a legend to
      that effect.

             3.9   NO SUBSTANTIAL INVESTMENT IN COMPANY'S TENANTS

                   As of the date hereof, Investor does not own, directly or
      indirectly, an interest in a tenant listed on Schedule 3.9 attached
      hereto, which interest is equal to or greater than (i) 10% of the combined
      voting power of all classes of stock of such tenant, (ii) 10% of the total
      number of shares in all classes of stock of such tenant, or (iii) if such
      tenant is not a corporation, 10% of the assets or net profits of such
      tenant. For purposes of this section, the rules prescribed by Section
      318(a) of the Code, for determining the ownership of stock, as modified by
      Section 856(d)(5) of the Code, shall apply in determining direct and
      indirect ownership of stock, assets, or net profits.

       4.    SURVIVAL; INDEMNIFICATION

             4.1   SURVIVAL

                   All representations, warranties, covenants and agreements of 
      the parties contained herein, including indemnity or indemnification
      agreements contained herein, shall survive the Closing until the first
      anniversary of the Closing. No Action or proceeding may be brought with
      respect to any of the representations, warranties, covenants or agreements
      unless written notice thereof, setting forth in reasonable details the
      claimed misrepresentations or breach of warranty or breach of covenant or
      agreement, shall have been delivered to the party alleged to have breached
      such representation or warranty or such covenant or agreement prior to the
      first anniversary of the Closing. Those covenants or agreements that
      contemplate or may involve actions to be taken or obligations in effect
      after the Closing shall survive in accordance with their terms.

             4.2   INDEMNIFICATION BY SUBSCRIBER OR THE COMPANY

                   (a)  Subject to Section 4.1, from and after the Closing, 
      Subscriber shall indemnify and hold harmless the Company, its successors 
      and assigns, from and against any and all Loss and Expenses suffered, 
      directly or indirectly, by the Company by reason of, or arising out of (i)
      any breach as of the date made or deemed made or required to be true of 
      any representations or warranty made by Subscriber in or pursuant to this
      Agreement, or (ii) any failure by Subscriber to perform or fulfill any of
      its covenants or agreements set forth herein. Notwithstanding any other
      provision of this Agreement to 



                                       14

<PAGE>


      the contrary, in no event shall Loss and Expenses include a party's 
      incidental or consequential damages.

                   (b)  Subject to Section 4.1, from and after the Closing, the 
      Company shall indemnify and hold harmless Subscriber, its successors and 
      assigns, from and against any and all Loss and Expenses, suffered, 
      directly or indirectly, by Subscriber by reason of, or arising out of, any
      breach as of the date made or deemed made or required to be true of any
      representations or warranty made by the Company in or pursuant to this
      Agreement and any statements made in any certificate delivered pursuant to
      this Agreement, or (ii) any failure by the Company to perform or fulfill
      any of its covenants or agreements set forth herein. Notwithstanding any
      other provision of this Agreement to the contrary, in no event shall Loss
      and Expenses include a party's incidental or consequential damages.

                   (c)  Notwithstanding the foregoing, (i) neither Subscriber 
      nor the Company shall be responsible for any Loss and Expenses as provided
      by paragraphs (a) and (b), respectively, of this Section 4.2, until the
      cumulative aggregate amount of such Loss and Expenses suffered by
      Subscriber or the Company, as the case may be, exceeds $500,000, in which
      case Subscriber or the Company, as the case may be, shall then be liable
      for all such Loss and Expenses, and (ii) the cumulative aggregate
      indemnity obligations of each of Subscriber and the Company under this
      Section 4.2 shall in no event exceed the Purchase Price. Except with
      respect to third-party claims being defended in good faith or claims for
      indemnification with respect to which there exists a good faith dispute,
      the indemnifying party shall satisfy its obligations hereunder within 30
      days of receipt of a notice of claim under this Section 4.

             4.3   THIRD-PARTY CLAIMS

                   If a claim by a third party is made against Subscriber or the
      Advancing Party or the Company (each, an "Indemnified Party") and if such
      Indemnified Party intends to seek indemnity with respect thereto under
      this Section 4, such Indemnified Party shall promptly notify the
      indemnifying party in writing of such claims setting forth such claims in
      reasonable detail. The indemnifying party shall have 20 days after receipt
      of such notice to undertake, through counsel of its own choosing and at
      its own expense, the settlement or defense thereof, and the Indemnified
      Party shall cooperate with it in connection therewith; provided, however,
      that the Indemnified Party may participate in such settlement or defense
      through counsel chosen by such Indemnified Party, provided that the fees
      and expenses of such counsel shall be borne by such Indemnified Party. The
      Indemnified Party shall not pay or settle any claim which the indemnifying
      party is contesting. Notwithstanding the foregoing, the Indemnified Party
      shall have the right to pay or settle any such claim, provided that in
      such event it shall waive any right to indemnity therefor by the
      indemnifying party. If the indemnifying party does not notify the
      Indemnified Party within 20 days after the receipt of the Indemnified
      Party's notice of a claim of indemnity hereunder that it elects to
      undertake the defense thereof, the 



                                       15

<PAGE>


      Indemnified Party shall have the right to contest, settle or compromise 
      the claim but shall not thereby waive any right to indemnity therefor 
      pursuant to this Agreement.

       5.    MISCELLANEOUS

             5.1   COUNTERPARTS

                   This Agreement may be executed in one or more counterparts,
      all of which shall be considered one and the same agreement, and shall be
      effective when one or more counterparts have been signed by each party
      hereto and delivered to the other party. Copies of executed counterparts
      transmitted by telecopy, telefax or other electronic transmission service
      shall be considered original executed counterparts for purposes of this
      Section, provided receipt of copies of such counterparts is confirmed.

             5.2   GOVERNING LAW

                   THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN 
      ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA WITHOUT REFERENCE TO THE
      CHOICE OF LAW PRINCIPLES THEREOF.

             5.3   ENTIRE AGREEMENT

                   This Agreement contains the entire agreement between the 
      parties hereto with respect to the subject matter hereof and there are no
      agreements, understandings, representations or warranties between the
      parties other than those set forth or referred to herein. This Agreement
      is not intended to confer upon any person not a party hereto (and their
      successors and assigns) any rights or remedies hereunder.

             5.4   NOTICES

                   All notices and other communications hereunder shall be 
      sufficiently given for all purposes hereunder if in writing and delivered
      personally, sent by documented overnight delivery service or, to the 
      extent receipt is confirmed, telecopy, telefax or other electronic 
      transmission service to the appropriate address or numbers as set forth 
      below. Notices to the Company shall be addressed to:

                           Regency Realty Corporation
                           121 W. Forsyth Street, Suite 200
                           Jacksonville, Florida 32202
                           Attention: Martin E. Stein, Jr.
                           Telecopy Number: (904) 354-3448



                                       16

<PAGE>


                   with a copy (which shall not constitute notice) to:

                           Foley & Lardner
                           Greenleaf Building
                           200 Laura Street
                           Jacksonville, Florida 32202
                           Attention:  Charles E. Commander, III, Esq.
                           Telecopy Number: (904) 359-8700

                   Notices to Subscriber or the Advancing Party shall be 
                   addressed to:

                           Security Capital Holdings S.A.
                           69, route d'Esch
                           L-2953 Luxembourg
                           Attention:  David A. Roth, Vice President
                           Telecopy Number: (352) 4590-3331

                   with a copy (which shall not constitute notice) to:

                           Wachtell, Lipton, Rosen & Katz
                           51 W. 52nd Street
                           New York, New York 10018
                           Attention:  Adam O. Emmerich, Esq.
                           Telecopy Number:  (212) 403-2000

             5.5   SUCCESSORS AND ASSIGNS

                   This Agreement shall be binding upon and insure to the 
      benefit of the parties hereto and their respective successors. Neither 
      Subscriber nor the Advancing Party shall be permitted to assign any of its
      rights hereunder to any third party; provided, however, that Subscriber
      and the Advancing Party may assign all (but not less than all) of their 
      rights hereunder to any other Investor so long as such other Investor 
      agrees in writing, in a form reasonably acceptable to the Company, to be 
      bound by all the terms and conditions of this Agreement.

             5.6   HEADINGS

                   The Section and other headings contained in this Agreement 
      are inserted for convenience of reference only and shall not affect the
      meaning or interpretation of this Agreement.



                                       17

<PAGE>


                   IN WITNESS WHEREOF, the parties hereto have duly executed 
this Agreement or have caused this Agreement to be duly executed on their 
behalf, as of the day and year first above written.

                               REGENCY REALTY CORPORATION

                               By:     /s/ Bruce M. Johnson
                                       ----------------------
                               Name:   Bruce M. Johnson
                               Title:  Managing Director



                               SECURITY CAPITAL HOLDINGS S.A.

                               By:     /s/ Ariel Amir
                                       ----------------------
                               Name:   Ariel Amir
                               Title:  Vice President



                               SECURITY CAPITAL U.S. REALTY

                               By:     /s/ Ariel Amir
                                       ----------------------
                               Name:   Ariel Amir
                               Title:  Vice President



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