EXECUTION COPY

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

                             SUBSCRIPTION AGREEMENT


                                  BY AND AMONG


                        ECHELON INTERNATIONAL CORPORATION

                                       AND

                          CERTAIN OF ITS SUBSIDIARIES,

                          COLLECTIVELY, AS TRANSFEROR,


                                       AND


                   HELLER AFFORDABLE HOUSING OF FLORIDA, INC.,


                                   AS COMPANY





                                JANUARY 21, 2000



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

<PAGE>

                                Table of Contents


Section 1. Definitions and References..........................................1

Section 2. Transfer of Assets; Assumption of Liabilities.......................8

        2.1  Transfer  Value...................................................8
        2.2  Assumption of Liabilities.........................................9
        2.3  Pending Transactions..............................................9

Section 3. Transferor's Representations and Warranties........................10

        3.1  Due Organization and Good Standing of Transferor.................10
        3.2  Authorization and Validity of Agreement..........................10
        3.3  Consents and Approvals;  No Violations...........................11
        3.4  Title  to  Assets;  Encumbrances.................................11
        3.5  Ownership of Mortgage Loans......................................12
        3.6  Environmental Laws and Regulations...............................12
        3.7  Leases...........................................................13
        3.8  Litigation.......................................................13
        3.9  Land Use.........................................................13
        3.10 Contracts........................................................14
        3.11 Permits..........................................................14
        3.12 Assumed Debt.....................................................14
        3.13 Intellectual Property............................................15
        3.14 Insurance........................................................16
        3.15 Assets...........................................................16
        3.16 Compliance with Laws.............................................16
        3.17 Year 2000........................................................16
        3.18 Investment Intention.............................................16
        3.19 No Other Representations or Warranties...........................16

Section 4. Company's Representations and Warranties...........................17

        4.1  Due Organization and Good Standing of Company....................17
        4.2  Authorization and Validity of Agreement..........................17
        4.3  Capitalization...................................................17
        4.4  Consents and Approvals; No Violations............................17
        4.5  Condition of the Assets..........................................18
        4.6  Liens............................................................18
        4.7  Sufficient Funds.................................................19
        4.8  Title and Survey.................................................19
        4.9  Inspection.......................................................19
        4.10 Company Liquidity................................................19
        4.11 No Other Representations or Warranties...........................19

Section 5. Covenants..........................................................19

        5.1  Compliance.......................................................19
        5.2  Notices of Violations............................................20
        5.3  Ownership of Assets..............................................20
        5.4  Operation of Assets Subsequent to the Agreement Date.............20
        5.5  Status of Agreements.............................................21
        5.6  Further  Assurances..............................................22
        5.7  Consents.........................................................23
        5.8  Bringdown of Transferor's Representations........................23
        5.9  Cooperation Regarding Taxes......................................24
        5.10 Insurance........................................................25
        5.11 Reasonable Best Efforts..........................................25
        5.12 Access to Information Concerning Assets..........................25
        5.13 Notification of Certain Matters..................................25
        5.14 HSR Act..........................................................26
        5.15 Retention of Records.............................................26
        5.16 Transfer of Preferred Stock......................................26
        5.17 Maintenance of Liquidity.........................................26

Section 6. Conditions Precedent to Closing....................................26

        6.1  Company Conditions...............................................26
        6.2  Transferor Conditions............................................27

Section 7. Closing............................................................29

        7.1  Time and Place...................................................29
        7.2  Closing Expenses.................................................29
        7.3  Notification of Escrow Closing Date..............................29
        7.4  Documents and/or Deliveries......................................29
        7.5  Company Documents and/or Deliveries..............................32
        7.6  Execution and Delivery of Closing Statements.....................33
        7.7  Joint Instructions to Escrow Agent...............................32
        7.8  Further Deliveries...............................................33

Section 8. Brokers............................................................34

Section 9. Termination and Abandonment........................................34

        9.1  Termination......................................................34
        9.2  Effect of Termination............................................35

Section 10. Risk of Loss; Indemnity...........................................36

        10.1 Casualty.........................................................36
        10.2 Condemnation.....................................................36
        10.3 Indemnity........................................................37

Section 11. Special Environmental Indemnity...................................38

        11.1 Environmental Liabilities........................................38
        11.2 Proceedings in Respect of Claims.................................39
        11.3 Assignment of Indemnity..........................................41

Section 12. Miscellaneous.....................................................41

        12.1  Litigation......................................................41
        12.2  Escrow  Obligations of Escrow Agent.............................41
        12.3  Notices.........................................................43
        12.4  Entire Agreement................................................45
        12.5  Successors and Assigns..........................................46
        12.6  Headings........................................................46
        12.7  Applicable Law..................................................46
        12.8  Severability....................................................46
        12.9  Counterparts....................................................46
        12.10 No Waiver of Default............................................46
        12.11 Confidentiality.................................................47
        12.12 Recourse Limited................................................47
        12.13 Business Day....................................................47
        12.14 Recordation.....................................................47
        12.15 Jury Waiver.....................................................48
        12.16 Public Announcements............................................48
        12.17 Radon Gas.......................................................48
        12.18 Bulk Sales Law Waiver...........................................48
        12.19 Knowledge.......................................................49
        12.20 Amendments, Modifications and Supplements.......................49
        12.21 Representations and Warranties..................................49
        12.22 Performance and Discharge.......................................49
        12.23 Section 351 of the Code.........................................49

<PAGE>
                                    SCHEDULES


          Schedule I     -     List of Assets
          Schedule II    -     List of Assumed Debt
          Schedule III   -     Leases
          Schedule IV    -     Consents
          Schedule V     -     Liens on Real Estate Assets
          Schedule VI    -     Liens on Mortgage Loans
          Schedule VII   -     Hazardous Materials
          Schedule VIII  -     Real Estate Contracts
          Schedule IX    -     Intellectual Property
          Schedule X     -     Pending Transactions
          Schedule XI    -     Land Use
          Schedule XII   -     Litigation
          Schedule XIII  -     List of Subsidiary Non-Qualification Information
          Schedule XIV   -     Violations
          Schedule XV    -     Insurance
          Schedule XVI   -     Title Insurance Commitments or Other Reports
          Schedule XVII  -     Surveys
          Schedule XVIII -     List of Entities Acquiring Preferred Stock
          Schedule XIX   -     Terms of Required Consents

<PAGE>


                                    EXHIBITS


        Exhibit A   - Form of Special Warranty Deed
        Exhibit B   - Form of Bill of Sale
        Exhibit C   - Form of Assignment  and  Assumption of Permits,  Contracts
                      and Leases
        Exhibit D   - Form of Tenant Estoppel Statement
        Exhibit E   - Form of Assignment  and  Assumption  Agreement of Mortgage
                      Loans
        Exhibit F   - Form of Title Affidavit
        Exhibit G   - Form of Gap Indemnity
        Exhibit H   - Form of FIRPTA Affidavit
        Exhibit 7.7   Form of Escrow Agent Joint Direction Letter
        Exhibit 7.8   Form of Escrow Agent Joint Instruction Letter

<PAGE>


                             SUBSCRIPTION AGREEMENT



          THIS SUBSCRIPTION  AGREEMENT (this "Agreement") is made as of the 21st
day of January, 2000, by and among ECHELON INTERNATIONAL  CORPORATION, a Florida
corporation ("Echelon"), and various of its subsidiaries signatory hereto (each,
a  "Subsidiary",   and  collectively,   the  "Subsidiaries")  (Echelon  and  the
Subsidiaries are collectively  referred to herein as  "Transferor"),  and HELLER
AFFORDABLE  HOUSING OF FLORIDA,  INC., a Florida  corporation  ("Company").  All
capitalized  terms used herein  shall have the  meanings  set forth in Section 1
hereof.

          WHEREAS,  Echelon, either itself or through a Subsidiary, is the owner
of the real estate and other interests and assets more specifically described in
Schedule I annexed hereto and made a part hereof (collectively, the "Assets");

          WHEREAS,  Transferor  desires to transfer all of  Transferor's  right,
title and interest in and to the Assets as an investment in Company  pursuant to
and in accordance  with the terms and  provisions of this  Agreement in exchange
for  2,000  shares  of  Preferred  Stock  of  the  Company  (the  "Shares")  and
$51,300,000 in cash (subject to the adjustments set forth in Section 2.1 hereof)
("Cash Consideration"); and

          WHEREAS,  the transfer  pursuant to this  Agreement  is  intended,  in
connection with a common plan for the capitalization of Company, together with a
contribution  of property to Company by Heller  Financial,  Inc. in exchange for
shares of common  stock of  Company,  to be a  contribution  to the  capital  of
Company pursuant to Section 351 of the Code;

          NOW,  THEREFORE,  for and in consideration of the mutual covenants and
agreements  herein  set forth and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  Transferor agrees to
contribute,  assign and transfer to Company,  and Company  agrees to acquire and
assume from  Transferor,  in exchange for the Shares and the Cash  Consideration
and on the  terms  and  subject  to the  conditions  herein  set  forth,  all of
Transferor's  right,  title and  interest  in and to the Assets and the  Assumed
Liabilities.

          Section 1. Definitions and References.

          The following  terms,  as used in this  Agreement,  have the following
meanings unless the context is inconsistent therewith:

          "Agreement"  has the meaning set forth in the  introductory  paragraph
hereof.

          "Agreement  Date"  means the date upon which this  Agreement  has been
executed and delivered by Transferor, Company and Escrow Agent.

          "Asset  Sales  Proceeds"  has the  meaning  set forth in  Section  5.3
hereof.

          "Assets" has the meaning set forth in the first recital hereof.

          "Assumed  Debt"  means  the  indebtedness  (as  of the  Closing  Date)
described in Schedule II annexed hereto and made a part hereof.

          "Assumed Liabilities" has the meaning set forth in Section 2.2 hereof.

          "Bringdown  Certificate"  has the  meaning  set forth in  Section  5.8
hereof.

          "Broker" has the meaning set forth in Section 8 hereof.

          "Business Day" means any day,  other than a Saturday,  Sunday or a day
on which banks  located in the State of New York shall be authorized or required
by law to close.

          "Claim" has the meaning set forth in Section 10.3 hereof.

          "Claim Notice" has the meaning set forth in Section 10.3 hereof.

          "Closing"  means the  consummation of the transfer of the Assets by or
on behalf of  Transferor  to Company and issuance of the  Preferred  Stock,  the
payment of the Cash Consideration,  and assumption of the Assumed Liabilities by
Company, pursuant to Section 7 hereof.

          "Closing Date" has the meaning specified in Section 7.1 hereof.

          "Code" means the Internal Revenue Code of 1986, as amended.

          "Commission Filings" means all forms, reports, registration statements
filed by Transferor with the Securities and Exchange  Commission  since December
18, 1996.

          "Common Stock and Subordinated Debt Subscription  Agreement" means the
Common Stock and Subordinated Debt Subscription  Agreement,  dated as of January
21,  2000,  by and  between  Company  and  Heller  Financial  Inc.,  a  Delaware
corporation.

          "Company"  has the  meaning  set forth in the  introductory  paragraph
hereof.

          "Contracts"  means,  collectively,  (i) the contracts,  agreements and
commitments  described on Schedule  VIII annexed  hereto and made a part hereof,
(ii)  any  contract,  agreement  or  commitment  by  which  Transferor  is bound
primarily  affecting  or  relating  to  any  of the  Assets  (excluding  Leases,
Encumbrances on title and any documents and  instruments  related to the Assumed
Debt) which involves base payments or the  performance of services by Transferor
of an amount or value (as  measured  by the  revenue  derived  therefrom  during
fiscal year  1998-1999)  not in excess of $12,000  annually or is  terminable by
Transferor on not more than 90 days notice without penalty and (iii) any and all
contracts,  agreements and  commitments by which  Transferor is bound  primarily
affecting or relating to any of the Assets  (excluding  Leases,  Encumbrances on
title and any documents and  instruments  related to the Assumed Debt) and which
are entered into after the Agreement  Date in compliance  with the provisions of
this Agreement.

          "County"  means a political  subdivision  of the State  within which a
Real Estate Asset is situated.

          "Echelon"  has the  meaning  set forth in the  introductory  paragraph
hereof.

          "Encumbrance" has the meaning set forth in Section 3.3 hereof.

          "Environmental  Claims"  has the  meaning  set forth in  Section  11.1
hereof.

          "Environmental  Law" means any federal,  state or local statute,  law,
rule, regulation, ordinance, code, policy or rule of common law in effect and in
each case as amended as of the Closing Date, and any judicial or  administrative
interpretation  thereof  as of the  Closing  Date,  including  any  judicial  or
administrative  order, consent decree or judgment,  relating to the environment,
health, safety or Hazardous Materials, including the Comprehensive Environmental
Response,  Compensation,  and Liability Act of 1980, as amended,  42 U.S.C.  ss.
9601 et seq.; the Resource  Conservation and Recovery Act, as amended, 42 U.S.C.
ss. 6901 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C.
ss. 1251 et seq.; the Toxic Substances  Control Act, 15 U.S.C. ss. 2601 et seq.;
the Clean Air Act, 42 U.S.C.  ss. 7401 et seq.;  the Safe Drinking Water Act, 42
U.S.C.  ss. 300f et seq.;  the Oil Pollution Act of 1990, 33 U.S.C.  ss. 2701 et
seq.; and their state and local counterparts and equivalents.

          "Escrow  Agent"  means   LandAmerica   Financial   Group,  a  Virginia
Corporation.

          "Escrow  Closing"  means the  delivery on the Escrow  Closing  Date to
Escrow Agent by each of Company and Transferor of the agreements,  documents and
instruments specified in Sections 7.4 and 7.5 hereof, respectively.

          "Escrow  Closing Date" means the date specified as such in the initial
Escrow  Date  Notification  Certificate  delivered  by  Transferor  to  Company;
provided,  that if Transferor  shall deliver one or more subsequent  Escrow Date
Notification  Certificates  in  accordance  with Section 7.3 hereof,  the Escrow
Closing  Date  shall mean the date  specified  as such in the last  Escrow  Date
Notification Certificate theretofore delivered by Transferor to Company.

          "Escrow Date  Notification  Certificate"  has the meaning set forth in
Section 7.3 hereof.

          "Escrowed Items" has the meaning set forth in Section 7.7 hereof.

          "Excepted  Leases"  has the  meaning  provided  in  Schedule  I of the
Purchase and Sale Agreement.

          "Excess Amount" has the meaning set forth in Section 2.3(a) hereof.

          "Excluded   Liabilities"  means  any  liabilities  or  obligations  of
Transferor or its affiliates or predecessors other than the Assumed Liabilities.

          "GAAP" means generally  accepted  accounting  principles (as in effect
from time to time).

          "Governmental Authority" means any nation or government,  any state or
other  political  subdivision  thereof  and  any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government.

          "Hazardous  Materials" means (a) any petroleum or petroleum  products,
radioactive  materials,  asbestos in any form that is friable, urea formaldehyde
foam insulation and polychlorinated  biphenyls; (b) any chemicals,  materials or
substances  defined as or included in the  definition of "Hazardous  Materials",
"hazardous wastes",  "hazardous  materials",  "extremely  Hazardous  Materials",
"restricted hazardous wastes", "toxic substances",  "toxic pollutants", or words
of similar  import,  under any applicable  Environmental  Law; and (c) any other
substance (other than Radon) prohibited or regulated  pursuant to the provisions
of any Environmental Law.

          "Heller  Lease"  means the Lease  Agreement,  dated as of January  21,
2000,  between Company and Echelon  Commercial LLC, a Delaware limited liability
company (in the form executed on the Agreement Date and thereafter,  as amended,
modified or  supplemented  from time to time with the prior  written  consent of
Echelon).

          "herein" or "hereof" means this entire  Agreement rather than just the
sentence, paragraph or section in which used.

          "HSR Act" has the meaning set forth in Section 3.3 hereof.

          "Improvements" means all buildings,  structures and other improvements
existing upon the Land.

          "including",  "include" or  "includes"  mean  including as an example,
without limiting the generality of the description.

          "Indemnitee" has the meaning set forth in Section 10.3 hereof.

          "Indemnitor" has the meaning set forth in Section 10.3 hereof.

          "Intangible  Personal  Property" means the  Intellectual  Property and
other intangible personal property used primarily in connection with the Assets,
and includes, without limitation, (i) the intangible personal property described
on Part VII of Schedule I and (ii) all interest of Echelon and its  Subsidiaries
in all assignable credit records,  security codes, assignable telephone numbers,
warranties and guarantees; provided, that in no event shall "Intangible Personal
Property"  include  any  intellectual  property  or  other  intangible  personal
property used primarily in connection with the Other Assets.

          "Intellectual  Property"  means all trademarks,  trade names,  service
marks,  copyrights  and  any  applications  therefor,  inventions,  discoveries,
technology,  trade  secrets,  know-how,  data,  computer  software  programs  or
applications,   (including   all  source  and  object  codes  thereto)  and  all
proprietary  information  or material  that in any  material  respect is used by
Echelon  and/or  its  subsidiaries  in  connection  with  the  Assets,  as  more
particularly  described  in Schedule IX annexed  hereto and made a part  hereof;
provided,   that  in  no  event  shall   "Intellectual   Property"  include  any
intellectual  property used in connection with the Other Assets and in any event
Company shall not obtain any use of the name "Echelon"  except to the extent the
use of such name is licensed pursuant to the Lease.

          "Land" means, singularly or collectively,  the various real properties
underlying the Real Estate Assets,  together with all tenements,  hereditaments,
easements, privileges, reversions, remainders and other rights and appurtenances
belonging or in any manner  appertaining  thereto,  including  all  reversionary
interests in and to any  adjoining or abutting  rights-of-way  and all riparian,
littoral and other water rights.

          "Leases" means the leases relating to the use or occupancy of portions
of the Real Estate Assets which are more particularly  described on Schedule III
annexed hereto and made a part hereof.

          "Lien" means any mortgage,  deed of trust, pledge,  security interest,
encumbrance, lien, easement, servitude or charge of any kind, including, without
limitation,  any irrevocable license,  conditional sale or other title retention
agreement, any lease in the nature thereof, or any other right of or arrangement
with any creditor to have its claim  satisfied out of any specified  property or
asset with the proceeds therefrom prior to the satisfaction of the claims of the
general creditors of the owner thereof, whether or not filed or recorded, or the
filing of, or agreement to execute as "debtor",  any  financing or  continuation
statement under the Uniform  Commercial Code of any jurisdiction or any federal,
state or local lien imposed pursuant to any Environmental Laws.

          "Losses" has the meaning set forth in Section 10.3 hereof.

          "Material  Adverse  Effect"  means a  material  adverse  effect on the
business,  results of operations or financial condition of the Assets taken as a
whole.

          "Merger"  means  the  merger  of  EIN  Acquisition  Corp.,  a  Florida
corporation,   with  and  into   Echelon,   with  Echelon  being  the  surviving
corporation,  on the terms and subject to the conditions set forth in the Merger
Agreement.

          "Merger Agreement" means the Agreement and Plan of Merger, dated as of
January 21,  2000,  by and among ETA Holding LLC, a Delaware  limited  liability
company,  EIN Acquisition Corp., a Florida corporation and a direct wholly-owned
subsidiary  of ETA  Holding  LLC,  and  Echelon  (as  same is in  effect  on the
Agreement Date and thereafter, as amended, modified or supplemented from time to
time in  accordance  with the terms  thereof  and  consistent  with the terms of
Section 5.5(b) hereof).

          "Mortgage  Loans" means the real estate  mortgage  loans  described in
Part IV of Schedule I.

          "Net  Proceeds"  means,  for a Pending  Transaction,  the  gross  cash
proceeds  received  from such Pending  Transaction,  net of (i)  reasonable  and
customary  transaction costs (including,  without limitation,  any underwriting,
brokerage or other customary selling  commissions  payable to employees or third
parties and all legal,  advisory and other fees and expenses,  including  title,
survey,  transfer  taxes,  property  taxes  and  recording  expenses  associated
therewith),  (ii) the amount of such gross cash proceeds  required to be used to
repay any Assumed Debt which is secured by or directly related to the respective
assets which were sold,  transferred or otherwise  disposed or concurrently with
the  consummation  of such  Pending  Transaction  and (iii) any  pre-closing  or
post-closing adjustments to the purchase price for the Asset that is the subject
of such Pending  Transaction in accordance  with the terms and conditions of the
documentation relating to such Pending Transaction.

          "Offer" has the meaning specified in the Merger Agreement.

          "Omnibus  Agreement" means the Omnibus Agreement,  dated as of January
21, 2000, between EIN Acquisition  Corp., as seller and Heller Financial,  Inc.,
as purchaser.

          "Other  Assets" means the "Assets" as defined in the Purchase and Sale
Agreement.

          "Other Assumed Liabilities" means the "Assumed Liabilities" as defined
in the Purchase and Sale Agreement.

          "Other  Buyer"  means the "Buyer" as defined in the  Purchase and Sale
Agreement.

          "Other Real Estate  Assets" means the "Real Estate  Assets" as defined
in the Purchase and Sale Agreement.

          "Pending  Transactions"  has the  meaning  set  forth in  Section  5.3
hereof.

          "Permits"   means   any   certificates,    licenses,   authorizations,
registrations  or  permits  required  to be  maintained  by  Transferor  for the
development,  use or occupancy of any portion of any of the Real Estate  Assets;
provided,  that in no event  shall  "Permits"  include  any  licenses or permits
required to be maintained for the  development,  use or occupancy of any portion
of any of the Other Real Estate Assets.

          "Person"  means and includes an  individual,  a  partnership,  a joint
venture, a corporation,  a trust, a limited liability company, an unincorporated
organization, a group and a government or other department or agency thereof.

          "Personalty"  means the  Tangible  Personal  Property  and  Intangible
Personal Property.

          "Preferred  Stock" means the shares of Series A Cumulative  Redeemable
Preferred Stock, par value $1,000 per share, of Company.

          "Purchase and Sale  Agreement"  means the Purchase and Sale Agreement,
dated  as of  January  21,  2000,  by and  among  Echelon  and its  subsidiaries
signatory thereto Echelon Residential LLC, a Delaware limited liability company,
and Escrow Agent.

          "Radon" has the meaning set forth in Section 12.17 hereof.

          "Real Estate Assets" means, collectively,  the real property, together
with the Personalty,  Contracts,  Leases, and Permits relating thereto,  as more
particularly described in Schedule I.

          "Release" means disposing, discharging,  injecting, spilling, leaking,
leaching, dumping, emitting,  escaping, emptying, seeping, placing and the like,
into  or  upon  any  land or  water  or air,  or  otherwise  entering  into  the
environment.

          "Required  Consents"  means the consents,  loan document  modification
agreements,  documents and instruments to be delivered by the parties identified
in  Schedule  XIX  annexed  hereto  and  made a part  hereof  consenting  to the
transactions  contemplated by this Agreement and containing terms and provisions
no more onerous to Company than those set forth in Schedule XIX and otherwise in
form and substance reasonably satisfactory to Company.

          "Residential  Property  Restricted  Cash Bank Accounts" means the bank
accounts  set  forth in Part VI of  Schedule  I annexed  hereto  and made a part
hereof.

          "Securities Act" has the meaning set forth in Section 3.18 hereof.

          "Security  Deposit Amount" means the aggregate amount (as in effect on
the Escrow  Closing  Date) of cash (and cash  equivalents)  associated  with the
customer  deposits (but only to the extent same relates to the Leases)  included
in general  ledger  balance  sheet  account  number  25020-000  set forth on the
Combining Trial Balance (as defined in the Purchase and Sale Agreement).

          "Subsidiary"  means each of the entities  signatory  hereto other than
Echelon, Company and Escrow Agent.

          "Surveys"  means the surveys  with  respect to the Real Estate  Assets
described on Schedule XVII annexed hereto and made a part hereof.

          "Surviving  Corporation"  has  the  meaning  specified  in the  Merger
Agreement.

          "Tangible   Personal   Property"  means  the  personal  property  used
primarily in connection  with the Assets  (including,  without  limitation,  the
tangible  personal  property  described in Schedule I) other than the Intangible
Personal Property; provided, that in no event shall "Tangible Personal Property"
include any  personal  property  used  primarily  in  connection  with the Other
Assets.

          "Tax  Credit  LP  Interest  Purchase  Agreement"  means  the  Purchase
Agreement,  dated as of  January  13,  2000,  by and  between  Company,  Echelon
Affordable Housing, Inc., a Florida corporation, and Echelon.

          "Tax Credit LP  Interests"  means the equity  interests of Echelon and
its subsidiaries in the limited partnerships described in Part V of Schedule I.

          "Tax Return"  means any return,  report,  information  return or other
document (including any related or supporting  information) filed or required to
be filed with any taxing authority with respect to Taxes.

          "Taxes" means all taxes,  charges,  fees,  levies,  penalties or other
assessments imposed by any United States federal, state, local or foreign taxing
authority,  including,  without limitation,  income, excise, property, sales and
use, transfer, franchise, payroll, withholding,  social security or other taxes,
including any interest, penalties or additions attributable thereto.

          "Tender Offer  Expiration  Date" means the date (as extended from time
to time in accordance with the terms of the Merger Agreement) on which the Offer
expires.

          "Title Commitments" means the ALTA owner's title insurance commitments
with respect to the Real Estate Assets  described on Schedule XVI annexed hereto
and made a part hereof.

          "Transfer Value" has the meaning set forth in Section 2.1 hereof.

          "Transferor" has the meaning set forth in the  introductory  paragraph
hereof.

          Section 2. Transfer of Assets; Assumption of Liabilities.

          2.1 Transfer Value. The aggregate  consideration to be paid by Company
in exchange  for the Assets (the  "Transfer  Value")  shall be (A) an  aggregate
amount equal to (x) $51,300,000,  minus (y) the Security  Deposit Amount,  minus
(z) the  aggregate  amount set forth  under the column  "Reduction  in  Transfer
Value" on Schedule X with respect to the Pending  Transactions if consummated on
or prior to the Escrow Closing Date and (B) 2,000 shares of Preferred Stock. The
Transfer Value shall be calculated in accordance with the immediately  preceding
sentence by making  reference to the notice to be delivered  pursuant to Section
7.4(f) hereof.  The Transfer Value before  reduction by the aggregate  amount of
"Reduction in Transfer  Value"  amounts  shall be allocated  among the Assets in
accordance with Schedule XVIII herein.

          2.2  Assumption  of  Liabilities.  On the  terms  and  subject  to the
conditions of this Agreement, on the Closing Date, Company shall assume and pay,
perform and discharge when due, without duplication, (i) the Assumed Debt (as in
effect on the Closing Date),  including any prepayment  obligations and (ii) the
executory  obligations of Transferor arising on or after the Closing Date out of
the Permits,  Contracts and Leases  (collectively,  the "Assumed  Liabilities").
Except for the Assumed  Liabilities and the executory  obligations of Transferor
under the  Contracts,  Company and  Transferor  agree that Company shall have no
responsibility,  obligation,  or duty with  respect  to any other  liability  of
Transferor, including, without limitation, the Other Assumed Liabilities, all of
which shall be assumed by the Other Buyer.

          2.3 Pending Transactions.

              (a) In the event that a Pending Transaction set forth on Schedule
X which is a sale of any of the Assets is  consummated  after the Agreement Date
and prior to the Closing  Date,  (i) Company  will not acquire any of the Assets
that are the subject of such Pending Transaction, (ii) Transferor shall promptly
deliver to Escrow Agent (in accordance with Section 5.3 hereof) the Net Proceeds
from such Pending  Transaction,  (iii) Company and Transferor shall instruct the
Escrow Agent not later than the Escrow Closing Date (in accordance  with Section
7.7 hereof) to distribute  such Net Proceeds as follows:  (A) an amount equal to
the  Reduction  in Transfer  Value (as set forth on Schedule X hereto)  shall be
delivered to or at the direction of  Transferor,  (B) an amount equal to fifteen
(15) percent of the Excess  Amount (as defined  below) shall be delivered to the
Lessee (as defined in the Heller Lease) and (C) eighty-five  (85) percent of the
Excess  Amount shall be  delivered to Company to be held in the Cash  Collateral
Account  pursuant  to the  Heller  Lease  and (iv)  Company  will not  assume or
undertake to discharge any  liability or perform any contract or agreement  with
respect to such Pending Transaction.  For purposes hereof, "Excess Amount" means
an  amount  equal to the  difference  between  (A) the  aggregate  Net  Proceeds
received by Transferor in connection  with such Pending  Transaction and (B) the
Reduction in Transfer  Value (as set forth on Schedule X hereto) with respect to
the Assets that are the subject of such Pending Transaction;  provided,  that in
no event  shall the Excess  Amount be less than $0. The Excess  Amount  shall be
calculated  in  accordance  with the  immediately  preceding  sentence by making
reference to the notice to be delivered pursuant to Section 7.4(f) hereof.

               (b) In the event that a Pending Transaction set forth on Schedule
X which is a refinancing of any of the Assets is consummated after the Agreement
Date and prior to the Closing  Date,  (i) the New Debt (as described on Schedule
X) shall be included in Assumed Debt, (ii) Transferor  shall promptly deliver to
Escrow Agent (in accordance  with Section 5.3 hereof) the Net Proceeds from such
Pending  Transaction,  (iii) Company and  Transferor  shall  instruct the Escrow
Agent not later than the Escrow  Closing  Date (in  accordance  with Section 7.7
hereof) to distribute (A) fifteen (15) percent of the Net Proceeds to the Lessee
and (B)  eighty-five  (85)  percent of the Net Proceeds to Company to be held in
the Cash Collateral  Account  pursuant to the Heller Lease and (iv) Company will
not  assume  or  undertake  to  discharge  any  liability  with  respect  to the
Refinanced Debt (as described on Schedule X hereto).

          Section 3. Transferor's Representations and Warranties.

          Transferor  makes the  following  representations  and  warranties  to
Company,  which  representations  and  warranties  shall not  survive the Escrow
Closing Date,  except for the  representation  and warranty set forth in Section
3.18 hereof which shall  survive for a period of one year after the Closing Date
(it being expressly understood and agreed that  notwithstanding  anything to the
contrary  (express or implied)  set forth  herein,  in the case of any breach by
Transferor of any of the following  representations  and  warranties,  Company's
sole right  shall be the  exercise  (if it is entitled to do so) of its right of
termination  pursuant to Section  9.1(f) hereof (and  Company's sole remedies in
connection  therewith  shall be those expressly set forth in Section 9.2 hereof)
and  Transferor  shall not at any time (whether  before,  on or after the Escrow
Closing  Date) have any further  liability  whatsoever  with respect to any such
breach of the following representations and warranties):

          3.1  Due Organization and Good Standing of Transferor.

               (a) Echelon is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation and has
all  requisite  corporate  power and  authority  to own,  lease and  operate its
properties,  including  the  Assets,  and to carry on its  business as now being
conducted.  True and complete copies of Echelon's  Amended and Restated Articles
of Incorporation and By-laws, each as in effect on the Agreement Date, have been
previously made available for review to Company. Except as set forth on Schedule
XIII  annexed  hereto  and made a part  hereof,  Echelon  is duly  qualified  or
licensed to do business and is in good  standing in each  jurisdiction  in which
the  property  owned,  leased or  operated  by it or the nature of the  business
conducted by it makes such qualification necessary.

               (b) Each Subsidiary is an entity duly organized, validly existing
and in good standing under the laws of the  jurisdiction of its organization and
each such entity has all requisite  corporate,  partnership or limited liability
company power and authority to own, lease and operate its properties,  including
the  Assets,  and to carry on its  business  as now  being  conducted.  True and
complete copies of each Subsidiary's  certificate of  incorporation,  by-laws or
equivalent  organizational documents, in each case as in effect on the Agreement
Date, have been  previously made available for review to Company.  Except as set
forth on Schedule  XIII,  each  Subsidiary  is duly  qualified or licensed to do
business  and is in good  standing in each  jurisdiction  in which the  property
owned,  leased or operated by it or the nature of the  business  conducted by it
makes such qualification necessary.

          3.2 Authorization and Validity of Agreement.  Transferor has the power
and authority to execute and deliver this Agreement,  to perform its obligations
hereunder  and,  subject only to those  prohibitions  and consents  described in
Schedule IV, to consummate the transactions  contemplated hereby. The execution,
delivery and performance of this Agreement by Transferor,  and the  consummation
by it of the transactions  contemplated hereby, have been duly authorized and no
other action on its part is necessary to authorize the  execution,  delivery and
performance of this  Agreement by it and the  consummation  of the  transactions
contemplated  hereby (other than complying with those  prohibitions and consents
described in Schedule IV).  This  Agreement has been duly executed and delivered
by Transferor and, assuming that this Agreement  constitutes a valid and binding
obligation  of  Company,  is  a  valid  and  binding  obligation  of  Transferor
enforceable  against  Transferor  in  accordance  with its terms,  except to the
extent  that  its  enforceability  may  be  subject  to  applicable  bankruptcy,
insolvency,  reorganization,  fraudulent  transfer,  moratorium and similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
equitable principles.

          3.3  Consents  and  Approvals;  No  Violations.  Assuming  any filings
required  under the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976, as
amended  (the "HSR Act"),  applicable  to the sale of Assets to Company are made
and any applicable waiting period thereunder has been terminated or has expired,
the execution and delivery of this Agreement by Echelon and its Subsidiaries and
the   consummation  by  Echelon  and  its   Subsidiaries  of  the   transactions
contemplated  hereby  will not:  (a) violate  any  provision  of the Amended and
Restated  Articles  of  Incorporation  or By-Laws  of Echelon or the  comparable
governing documents of any Subsidiary, in each case, as amended; (b) violate any
statute,  ordinance,  rule,  regulation,  order or decree of any court or of any
governmental or regulatory  body,  agency or authority  applicable to Echelon or
any  Subsidiary  or by which any of the Assets  may be bound;  (c) except as set
forth on Schedule IV,  require any filing with,  or permit,  consent or approval
of, or the giving of any notice to, any governmental or regulatory body,  agency
or  authority;  or (d) except as set forth on Schedule IV, result in a violation
or breach of, conflict with,  constitute (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation,
payment, purchase, sale or acceleration) under, or result in the creation of any
lien,  security  interest,  mortgage,  charge,  claim or encumbrance  (each,  an
"Encumbrance")  upon any of the Assets  under,  any of the terms,  conditions or
provisions of, any note, bond, mortgage,  indenture, license, franchise, permit,
agreement, lease, franchise agreement or other instrument or obligation to which
Echelon or any Subsidiary is a party, or by which it or any of their  respective
Assets are bound.

          3.4 Title to Assets; Encumbrances. Echelon or its relevant Subsidiary,
as applicable,  has good and marketable  title to the Land and the  Improvements
thereon and has good title to the other  Assets  (other than with respect to the
Mortgage  Loans,  with respect to which no  representation  or warranty is being
made  pursuant  to  this  Section  3.4),  subject  to no  Encumbrance  or  other
restriction of any kind or character, except for (a) liens reflected on Schedule
V  annexed  hereto  and  made a part  hereof,  (b)  zoning,  planning  or  other
governmental  restrictions,  easements  or  permits  or  other  restrictions  or
limitations on the use of the Real Estate  Assets,  in each case which would not
have, individually or in the aggregate, a Material Adverse Effect, (c) statutory
liens or liens  of  landlords,  carriers,  warehousemen,  mechanics,  suppliers,
materialmen  or repairmen  arising in the ordinary  course of business and which
would not have,  individually or in the aggregate, a Material Adverse Effect and
(d) liens for current Taxes,  assessments or  governmental  charges or levies on
property not yet delinquent.

          3.5   Ownership  of  Mortgage   Loans.   Transferor  or  its  relevant
Subsidiary,  as applicable,  is the owner and holder of the Mortgage Loans, free
and  clear of all  Encumbrances  and  claims  of every  kind  other  than  those
described  in  Schedule  VI  annexed  hereto  and made a part  hereof.  True and
complete copies of the documents evidencing and securing the Mortgage Loans, and
any  participation  agreements  relating  thereto,  have been made available for
review to Company.  Except as set forth on Schedule VI, the documents evidencing
and securing the Mortgage  Loans are in full force and effect and no defaults on
the part of the borrower or, to Transferor's  knowledge,  the lender  thereunder
have  occurred  and are  continuing.  Except as set forth on  Schedule  VI,  all
payments of principal and interest in respect of the Mortgage Loans are current.
Schedule VI sets forth the outstanding principal balance of each of the Mortgage
Loans as of the date indicated therein. To Transferor's knowledge,  the Mortgage
Loans and each of the borrower's  obligations  thereunder are not subject to any
valid right of  rescission,  set-off,  abatement,  diminution,  counterclaim  or
defense which would prevent  Company (or any of its assigns) from  enforcing the
payment provisions of the documents  evidencing and securing the Mortgage Loans,
including,  without limitation,  any payment guaranty or from foreclosing on the
assets that are security for such Mortgage  Loans and Transferor has received no
notice of any such claims having been  asserted.  Transferor  has not satisfied,
canceled or  subordinated  any of the promissory  notes  evidencing the Mortgage
Loans in whole or in part.

          3.6  Environmental  Laws  and  Regulations.  Except  as set  forth  on
Schedule VII annexed hereto and made a part hereof, and subject to Section 12.17
hereof, to the knowledge of Transferor:

                    (i)  Hazardous  Materials  have  not been  generated,  used,
          treated or stored by Transferor on the Real Estate Assets,  except for
          quantities  generated,  used,  treated  or stored in  compliance  with
          Environmental  Laws and as  required  in  connection  with the  normal
          operations and maintenance of such Real Estate Assets;

                    (ii) Hazardous  Materials have not been Released or disposed
          of by  Transferor  on the Real Estate  Assets,  except for  quantities
          Released or disposed of in compliance with  Environmental  Laws and as
          required in connection  with the normal  operation and  maintenance of
          such Real Estate Assets;

                    (iii)  Transferor is in compliance with  Environmental  Laws
          and the requirements of permits issued under such  Environmental  Laws
          with respect to the Real Estate Assets;

                    (iv) There are no pending or threatened Environmental Claims
          against Transferor with respect to the Real Estate Assets;

                    (v)  There  are no  past  or  present  actions,  activities,
          circumstances,  conditions,  events or incidents  (including,  without
          limitation, the release, emission,  discharge, presence or disposal of
          any  Hazardous   Materials)   which  would  form  the  basis  for  any
          Environmental  Claim against  Transferor,  or against any Person whose
          liability  for any  Environmental  Claim  Transferor  has  retained or
          assumed whether  contractually or by operation of law, in each case to
          the extent same relates to the Real Estate Assets;

                    (vi) Transferor has delivered to or otherwise made available
          for  inspection  by Company  true,  complete  and  correct  copies and
          results of any reports, studies,  analyses, tests or monitoring in the
          possession  of Transferor  pertaining  to Hazardous  Materials in, on,
          beneath or adjacent to any Real Estate Assets; and

                    (vii) There are no underground  storage tanks located on the
          Real Estate Assets.

          3.7 Leases.  Schedule III sets forth all Leases affecting any portions
of any of the Real  Estate  Assets  and the Other  Real  Estate  Assets and with
respect to each Lease,  as of the Agreement  Date,  the name of the tenant,  the
location and the gross  leasable area of any space leased,  the monthly rent due
thereunder,  the Lease termination date and the amount of any security deposits.
True and complete  copies of such Leases have been made  available for review to
Company.  Except as set forth on Schedule  III,  each Lease is in full force and
effect,  all rents and additional  rents due thereunder  have been paid to date,
and  Transferor  has neither sent nor received any notice of a material  default
under any Lease  which  remains  outstanding.  The Real  Estate  Assets  are not
subject to any ground leases.

          3.8  Litigation.  Schedule  XII annexed  hereto and made a part hereof
contains a current  list of all actions,  suits,  arbitrations  and  proceedings
pending,  or to  Transferor's  knowledge  threatened,  against or concerning the
Assets or the Other Assets. To Transferor's  knowledge,  there are no judgments,
orders or decrees entered in any lawsuit or proceeding against or concerning the
Assets or the Other Assets,  other than as set forth on Schedule XII. Transferor
has received no written notice of any pending or threatened condemnation, taking
or similar proceeding  affecting the Assets, or any pending public  improvements
which would result in, nor has  Transferor  received  written notice of, special
assessments affecting the Assets.

          3.9 Land Use. With respect to the Real Estate  Assets,  Transferor has
not received any written notice from any governmental authority,  and Transferor
otherwise  has no  knowledge,  that a Real  Estate  Asset is not in  substantial
compliance with the County regulations and restrictions applicable to the zoning
district  within which it is situated,  and,  except as described in Schedule XI
annexed hereto and made a part hereof, Transferor has no actual knowledge of any
covenants, restrictions or other agreements with or in favor of any governmental
authority or other Person limiting in any material respect the use of any of the
Real Estate Assets or the Other Real Estate Assets for the purposes permitted by
the regulations governing the applicable zoning district.

          3.10 Contracts.  Except for the Leases,  Encumbrances on title and the
documents and instruments relating to the Assumed Debt, Schedule VIII sets forth
all agreements, contracts and commitments by which Transferor is bound primarily
affecting  or  relating  to the  Assets  or the  Other  Assets  other  than such
contracts,   agreements  or  commitments  that  involve  base  payments  or  the
performance  of services by Transferor of an amount or value (as measured by the
revenue derived therefrom during fiscal year 1998-1999) not in excess of $12,000
annually or are terminable by Transferor on not more than 90 days notice without
penalty relating to or affecting the Assets.  True and complete copies of all of
the agreements, contracts and commitments referred to in Schedule VIII have been
made available for review to Company.  Except as otherwise set forth on Schedule
IV and VIII,  each  agreement,  contract and commitment  referred to in Schedule
VIII is in force and effect and (a) there  exists no default or event of default
thereunder (or any event, occurrence, condition or act on the part of Transferor
which,  with the giving of  notice,  the lapse of time or the  happening  of any
other event or condition, would become a default or event of default thereunder)
and (b) no  approval  or consent of, or notice to, any Person is needed in order
that each such  contract  or  agreement  shall  continue  in force and effect in
accordance  with its  terms  without  penalty,  acceleration  or rights of early
termination by reason of the  consummation of the  transactions  contemplated by
this Agreement.

          3.11 Permits.  Transferor has obtained all material Permits  necessary
for the  development,  use and occupancy of the Real Estate  Assets  (except for
those Permits  relating to the  development  of the Real Estate Assets which are
not yet  required  to be  issued),  all of such  Permits  are in full  force and
effect,  and none of such Permits is the subject of any  revocation  proceeding,
suspension, forfeiture or the like.

          3.12 Assumed Debt. Echelon or its relevant Subsidiary,  as applicable,
is the borrower  under the Assumed Debt  encumbering  the Assets owned by it, as
more  particularly set forth on Schedule II. Except as set forth on Schedule II,
the  documents  evidencing  and  securing the Assumed Debt are in full force and
effect and no defaults on the part of the borrower or the lender thereunder have
occurred  and are  continuing.  Except for the Assumed  Debt and except for debt
incurred in connection with a Pending  Transaction,  no other  indebtedness  for
borrowed money encumbers any of the Assets.  Except as set forth on Schedule II,
all  payments of  principal  and  interest  in respect of the  Assumed  Debt are
current.  True and complete copies of all agreements evidencing and securing the
Assumed Debt have been made available for review to Company.

          3.13 Intellectual Property.

               (a)  Schedule  IX sets  forth  a true  and  complete  list of all
Intellectual   Property,   specifying,   if  applicable,   the  registration  or
application  numbers for each such item of  Intellectual  Property,  owned by or
licensed to Echelon and/or its subsidiaries. Other than as set forth on Schedule
IX, neither Echelon nor any of its  subsidiaries  owns or uses any other item of
intellectual property which is material to the Assets or the Other Assets.

               (b)  Except as set  forth on  Schedule  IX,  Echelon  and/or  its
subsidiaries own or have the valid and enforceable right to use all Intellectual
Property in the manner such Intellectual  Property is being used or held for use
by Echelon and/or its subsidiaries.

               (c) Except as set forth on Schedule IX,  neither  Echelon nor any
of its subsidiaries  (or any of their  respective  affiliates) is a defendant in
any investigation or proceeding  relating to, or otherwise has been notified of,
any alleged claim of infringement with respect to the Intellectual Property and,
to Transferor's  knowledge,  use of the Intellectual Property in connection with
the  Assets as  currently  conducted  does not  infringe  upon any  third  party
proprietary rights.

               (d) There is no  outstanding  claim or suit brought by Echelon or
its subsidiaries (or any of their respective affiliates) for infringement by any
other Person of any of the Intellectual Property.

               (e) Except as set forth on Schedule  IX,  there are no  licenses,
sublicenses or other agreements  relating to the Intellectual  Property pursuant
to which Echelon or its subsidiaries (or any of their respective  affiliates) is
authorized  to use any  Intellectual  Property  owned or  controlled  by a third
party, and no third party is authorized to use any  Intellectual  Property owned
or  controlled  by  Echelon  or its  subsidiaries  (or any of  their  respective
affiliates).  Echelon  and its  subsidiaries  are not,  nor as a  result  of the
execution,  delivery or performance of their obligations  hereunder will Echelon
or its  subsidiaries  be, in violation  of, or lose any rights  pursuant to, any
license or agreement described in Schedule IX.

               (f) To the knowledge of Transferor,  there has not been and there
is not currently any unauthorized use,  infringement or  misappropriation of any
of the  Intellectual  Property by any other  Person,  including  any employee or
former employee of Echelon and/or its subsidiaries.

          3.14 Insurance. Schedule XV annexed hereto and made a part hereof sets
forth a true and  complete  listing  of all  insurance  policies  maintained  by
Transferor on and as of the Agreement Date relating to the Real Estate Assets or
the Other Real Estate Assets, with the amounts insured (and any deductibles) set
forth therein.

          3.15 Assets. The Assets are all of the assets necessary for the Assets
to  function  and  operate in  substantially  the same manner as the Assets have
recently functioned and been operated by Transferor.

          3.16  Compliance  with  Laws.  Except as set  forth in the  Commission
Filings or as set forth on Schedule XIV,  Transferor  is in compliance  with all
applicable  laws,  regulations,  orders,  judgments and decrees (other than with
respect to  environmental  matters and federal  securities  laws,  which are the
subject of specific representations contained in this Agreement).

          3.17 Year 2000. There has not been nor is there reasonably expected to
be a Material  Adverse  Effect  caused by the failure to be Year 2000  Compliant
with  respect to computer  systems,  computer  software or  technology  that are
internal to Transferor.  There has not been nor is there reasonably  expected to
be a Material  Adverse Effect caused by the failure to be Year 2000 Compliant of
any  products or  services  of  Transferor  sold or  licensed  to  customers  of
Transferor.

          For purposes of this  Agreement,  "Year 2000  Compliant"  means that a
product or system is (i) able to receive,  record,  store,  process,  calculate,
manipulate  and output dates from and after  January 1, 2000,  time periods that
include January 1, 2000 and information  that is dependent on or relates to such
dates  or  time  periods,  in the  same  manner  and  with  the  same  accuracy,
functionality,  data  integrity  and  performance  as when dates or time periods
prior to January  1, 2000 are  involved  and (ii) able to store and output  date
information in a manner that is unambiguous as to century.

          3.18 Investment Intention. Transferor is acquiring the Preferred Stock
for its own account, for investment purposes only and not with a view to, or any
present  intention  of,  the  distribution  thereof,  except  as a result of the
consummation  of  the  transactions   contemplated  by  the  Merger   Agreement.
Transferor will not,  directly or indirectly,  offer,  transfer,  sell,  assign,
pledge,  hypothecate  or  otherwise  dispose of any of the  Preferred  Stock (or
solicit any offers to buy,  purchase,  or otherwise acquire any of the Preferred
Stock),  except in compliance  with the  Securities Act of 1933, as amended (the
"Securities Act"). Transferor acknowledges that the Preferred Stock has not been
registered under the Securities Act or the securities laws of any state or other
jurisdiction  and cannot be  disposed  of unless it is  subsequently  registered
under the Securities  Act and any  applicable  state laws or exemption from such
registration is available.

          3.19  No  Other   Representations   or  Warranties.   Except  for  the
representations  and  warranties  contained  in this  Section 3 and in Section 8
hereof,  neither  Transferor  nor any other  Person  makes any other  express or
implied  representation  or  warranty  on  behalf  of  Transferor  or any of its
affiliates.

          Section 4. Company's Representations and Warranties.

          Company  makes  the  following   representations   and  warranties  to
Transferor,  which  representations  and warranties shall not survive the Escrow
Closing Date, except for (x) those  representations  and warranties set forth in
Sections 4.5 and 4.6 hereof  which shall  survive for a period of one year after
the Closing Date and (y) those  representations,  warranties  and agreements set
forth in Section 4.9 hereof which shall survive as set forth therein:

          4.1 Due  Organization  and Good  Standing  of  Company.  Company  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Florida. Company has all requisite corporate power and authority
to own,  lease and operate its  properties  and to carry on its  business as now
being conducted. Company is duly qualified or licensed to do business in Florida
and will,  on or prior to the  Closing  Date,  qualify  to do  business  in each
jurisdiction where the Assets are located.

          4.2 Authorization and Validity of Agreement. Company has the power and
authority  to execute  and  deliver  this  Agreement  and the  Common  Stock and
Subordinated Debt Subscription  Agreement,  to perform its obligations hereunder
and thereunder and consummate the transactions  contemplated hereby and thereby.
The execution,  delivery and  performance of this Agreement and the Common Stock
and Subordinated Debt Subscription Agreement by Company, and the consummation by
it  of  the  transactions  contemplated  hereby  and  thereby,  have  been  duly
authorized  and no other  corporate,  partnership or limited  liability  company
action on the part of Company is necessary to authorize the execution,  delivery
and  performance  of this Agreement and the Common Stock and  Subordinated  Debt
Subscription  Agreement  by Company  and the  consummation  of the  transactions
contemplated  hereby  and  thereby.  This  Agreement  and the  Common  Stock and
Subordinated  Debt  Subscription  Agreement  have each been  duly  executed  and
delivered  by  Company  and each is a valid and  binding  obligation  of Company
enforceable  against Company in accordance with its terms,  except to the extent
that its  enforceability  may be subject to applicable  bankruptcy,  insolvency,
reorganization,  fraudulent transfer,  moratorium and similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles.

          4.3 Capitalization. Immediately after the Closing Date, the authorized
capital stock of Company will consist of (i) 4,000 shares of common  stock,  par
value $1.00 per share,  of which 1,200 shares will be issued and outstanding and
(ii) 2,000 shares of Preferred  Stock,  of which 2,000 shares will be issued and
outstanding.  Immediately  after the Closing  Date,  all issued and  outstanding
shares of capital stock of Company will have been duly authorized and be validly
issued and outstanding, fully paid and nonassessable.

          4.4  Consents  and  Approvals;  No  Violations.  Assuming  any filings
required  under the HSR Act  applicable to the transfer of the Assets to Company
are made and any applicable waiting period thereunder has been terminated or has
expired,  the  execution  and  delivery  of this  Agreement  by Company  and the
consummation by Company of the  transactions  contemplated  hereby will not: (a)
violate any provision of the Certificate of Incorporation or By-Laws of Company,
as amended;  (b) violate any  statute,  ordinance,  rule,  regulation,  order or
decree  of any  court or of any  governmental  or  regulatory  body,  agency  or
authority  applicable to Company or by which any of its properties or assets may
be bound; (c) require any filing with, or permit, consent or approval of, or the
giving  of any  notice  to,  any  governmental  or  regulatory  body,  agency or
authority;  or (d) result in a violation or breach of, conflict with, constitute
(with or without due notice or lapse of time or both) a default (or give rise to
any right of  termination,  cancellation,  payment or  acceleration)  under,  or
result in the creation of any Encumbrance  upon any of the property or assets of
Company  under,  any of the terms,  conditions or provisions of any note,  bond,
mortgage,  indenture,  license,  franchise,  permit, agreement, lease, franchise
agreement or other  instrument or obligation to which Company is a party,  or by
which it or its assets are bound  except,  in the case of clauses  (b),  (c) and
(d),  above,  for any such  filing,  permit,  consent,  approval or notice,  the
failure  to obtain or make  which,  and  except  for any  breach,  violation  or
Encumbrance which, would not prevent or materially delay the consummation of the
transactions contemplated by this Agreement.

          4.5  Condition of the Assets.  Company has conducted all due diligence
that  Company  deems  necessary or  desirable  with  respect to the Assets,  the
Assumed Debt, this Agreement and the transactions  contemplated  hereby in order
for it to enter into this Agreement and consummate the transactions contemplated
hereby.  Except for the limited  representations of Transferor  specifically set
forth in Section 3 hereof,  Company will rely solely upon such due  diligence in
acquiring the Assets and in assuming the Assumed  Liabilities.  Without limiting
the generality of the foregoing,  Company acknowledges that Transferor makes and
will make no  representation  or warranty  concerning  environmental  conditions
heretofore,  now or hereafter  existing on properties  adjoining or proximate to
the  Assets.  Notwithstanding  anything  in  this  Agreement,  it  is  expressly
understood  and agreed that Company is acquiring the Assets "AS IS",  "WHERE IS"
and "WITH ALL FAULTS",  and that  Transferor  has not made and does not and will
not make any  representations or warranties,  express or implied,  including any
with respect to the quality, physical condition, expenses, legal status, zoning,
value,  utility or  development  or operating  potential  of the Assets,  or the
absence of any  Hazardous  Materials  on, in,  under or near the Assets,  or any
other  matter  or  thing  affecting  or  relating  to the  Assets,  the  Assumed
Liabilities  or this Agreement  (including,  without  limitation,  warranties of
merchantability  and/or of fitness  for a  particular  purpose)  which  might be
pertinent  in  considering  whether to purchase  the Assets,  assume the Assumed
Liabilities or to make and enter into this Agreement,  except,  in each case, to
the  extent  of the  limited  representations  set  forth in  Section  3 hereof.
Transferor  is not  liable  or bound in any  manner  by any  warranties,  either
expressed or implied, guaranties, or any promises,  statements,  representations
or  information  pertaining  to the  Assets  or to the  value  thereof  made  or
furnished  by any broker or any real estate  agent,  employee,  servant or other
Person representing or purporting to represent  Transferor.  As of the Agreement
Date,  Company  is not  aware  of any  events,  facts  or  circumstances  which,
individually or in the aggregate, have or would have a Material Adverse Effect.

          4.6  Liens.  Company  acknowledges  that it is  acquiring  the  Assets
subject to the matters  described  in  Schedules  V and VI and the Assumed  Debt
described in Schedule II, and such other  matters as are  permitted  pursuant to
the terms of this Agreement.

          4.7 Sufficient Funds.  Company has sufficient funds available to it to
acquire the Assets  pursuant to this  Agreement and will not,  prior to Closing,
incur third party debt to finance any portion of the Transfer Value.

          4.8  Title  and  Survey.  Prior to the  Agreement  Date,  Company  has
reviewed  (i) the Title  Commitments  or other  reports with respect to the Real
Estate Assets described on Schedule XVI and (ii) the Surveys with respect to the
Real Estate Assets described on Schedule XVII.  Company hereby  acknowledges its
approval as of the  Agreement  Date of the condition of title to the Real Estate
Assets,  subject to  Transferor's  fulfilling  its  obligation  to  deliver  the
documents described in Sections 7.4(b)(x) through (b)(xiii), inclusive, hereof.

          4.9 Inspection. Prior to the Agreement Date, Company has inspected the
Assets and any operating files maintained by Transferor or its property managers
in connection with the ownership,  leasing, maintenance and/or management of the
Assets,  including,  without  limitation,  the Leases,  lease  files,  operating
agreements,  insurance  policies,  bills,  invoices,  receipts and other general
records   relating   to  the   Assets,   correspondence,   surveys,   plans  and
specifications,  warranties for services and materials  provided,  environmental
assessments and similar materials, in each case, as Company has deemed necessary
in  connection  with  making its  determination  to  execute  and  deliver  this
Agreement.  Company hereby indemnifies  Transferor and holds Transferor harmless
from  and  against  any  claim  for  liabilities,   costs,  expenses  (including
reasonable  attorney's  fees),  damages or injuries  arising out of or resulting
from  physical  injury or  damages to persons  or  property  resulting  from the
inspections  of the Assets by Company or its agents other than injury or damages
resulting from  Transferor's  gross negligence or willful  misconduct,  and such
indemnity shall survive Closing or any termination of this Agreement.

          4.10 Company Liquidity.  Company has and through the Closing Date will
have assets which would be classified as cash and cash  equivalents on a balance
sheet prepared in accordance with GAAP of not less than $15,000,000.

          4.11  No  Other   Representations   or  Warranties.   Except  for  the
representations  and  warranties  contained  in this  Section 4 and in Section 8
hereof,  neither Company nor any other Person makes any other express or implied
representation or warranty on behalf of Company or any of its affiliates.

          Section 5. Covenants.

          5.1 Compliance. During the period commencing on the Agreement Date and
ending on the Closing Date,  Transferor will, in all material  respects,  comply
with and abide by all of the covenants, conditions and requirements set forth or
imposed by, related to or arising out of all statutes, laws, ordinances,  rules,
regulations,   plans  and  specifications,   permits,   agreements,   contracts,
authorizations  or approvals related or applicable to any portion of the Assets,
and will use commercially reasonable efforts to maintain all contracts,  permits
and  other  agreements  affecting  the  Assets  in good  standing  and free from
delinquency or material default, other than those which are modified,  rescinded
or terminated in the ordinary course of business or in connection with a Pending
Transaction and those the rescission, modification or termination of which would
not reasonably be expected to have a Material Adverse Effect.

          5.2  Notices  of  Violations.  During  the  period  commencing  on the
Agreement  Date and ending on the  Closing  Date,  in the event that  Transferor
receives any notice from any County, or any other Governmental  Authority having
jurisdiction  over any of the Real  Estate  Assets,  of a  violation  or alleged
violation of any statute, law, ordinance,  rule, permit, regulation or agreement
governing the planning, development, construction, occupancy, use or maintenance
of any portion of any of the Real Estate Assets,  or of any permit,  approval or
authorization  issued in connection  therewith or of any contemplated or pending
investigation with respect thereto,  Transferor  promptly will deliver a copy of
such  notice to  Company;  and  Company  will have the  option  (but will not be
required) either to (a) participate with Transferor in responding to such notice
or (b) seek  independently  to intervene in any  proceeding  of which notice has
been given for the purpose of protecting Company's interests in and with respect
to any of the Real Estate Assets.

          5.3 Ownership of Assets. During the period commencing on the Agreement
Date and ending on the  Closing  Date,  Transferor  shall not  without the prior
consent  of  Company  (which  consent  shall  not  be   unreasonably   withheld,
conditioned  or delayed)  directly or  indirectly  sell,  transfer,  encumber or
otherwise  dispose of any of the Assets or any  portion  thereof to any  Person,
other than sales,  transfers,  encumbrances or other  dispositions of Assets (i)
constituting non-material equipment or personalty made in the ordinary course of
business,  (ii)  as  contemplated  by  Sections  10.1  and  10.2  hereof,  (iii)
constituting  overdue  accounts  receivable  arising in the  ordinary  course of
business,  but only in connection  with the  compromise  or  collection  thereof
consistent with sound business  practices (and not as a part of any bulk sale or
financing  of  receivables)  or (iv)  pursuant to the  transaction  described in
Schedule X (the "Pending  Transactions");  provided,  that the Net Proceeds from
any sale,  transfer,  encumbrance or disposition of Assets, in whole or in part,
pursuant to the Pending  Transactions  consummated  after the Agreement Date and
prior to the Closing Date  (collectively,  the "Asset Sales  Proceeds") shall be
promptly  delivered by Transferor to Escrow Agent, and such Asset Sales Proceeds
shall be held in an interest-bearing account with an institution the deposits in
which are insured by an agency of the United States or, upon joint  instructions
of Transferor and Company, invested in securities of the United States; provided
that, in each case, interest accruing thereon will constitute part of such Asset
Sales Proceeds.

          5.4 Operation of Assets  Subsequent to the Agreement Date.  Transferor
agrees that  except for the Pending  Transactions  (including  all  transactions
incident  thereto  as set forth on  Schedule  X, such as (i) the  incurrence  of
indebtedness for borrowed money and (ii) the incurrence of capital expenditures)
and except as required or contemplated by this Agreement,  the Purchase and Sale
Agreement, the Tax Credit LP Interest Purchase Agreement or the Merger Agreement
or  otherwise  consented  to or approved by Company  (which  consent or approval
shall not be unreasonably withheld,  conditioned or delayed),  during the period
commencing on the Agreement Date and ending on the Closing Date:

               (a) Echelon will, and will cause its  Subsidiaries  to,  operate,
manage and maintain the Assets and  otherwise  conduct its business  relating to
the Assets only  according to its ordinary  course of business  consistent  with
past  practice  and will use  reasonable  best  efforts to  preserve  intact its
business organization, keep available the services of its officers and employees
and maintain satisfactory relationships with licensors, suppliers, distributors,
clients, landlords, tenants, joint venture partners, employees and others having
business relationships with it;

               (b)  Insofar as any such action  relates to the  Assets,  Echelon
shall not,  and shall cause its  Subsidiaries  not to, (i) make any change in or
amendment to its articles of  incorporation  or by-laws or comparable  governing
documents;  (ii) enter into any contract or  commitment  with respect to capital
expenditures;  (iii) acquire (by merger, consolidation,  or acquisition of stock
or assets or  otherwise)  any  corporation,  partnership  or other  business  or
division  thereof (or any interest  therein);  provided,  that any subsidiary of
Echelon may be merged with and into Echelon or any other  subsidiary of Echelon;
(iv) acquire a material  amount of assets or securities;  (v) except as provided
in Sections  5.3 and 5.5 hereof,  transfer,  lease,  license,  guarantee,  sell,
mortgage,  pledge,  dispose of,  encumber or subject to any Lien,  any  material
assets or incur or modify any new or existing  indebtedness  for borrowed money;
(vi) make any  material Tax  election or settle or  compromise  any material Tax
liability,  in each case only to the  extent  same  would  adversely  affect the
Assets;  (vii) except as required by applicable  law or GAAP,  make any material
change in its  methods of  accounting  for  financial  accounting  or income tax
return filing purposes;  (viii) adopt a plan of complete or partial liquidation,
dissolution,  merger,  consolidation,  restructuring,  recapitalization or other
reorganization of Echelon or any of its Subsidiaries that owns any Assets (other
than in  connection  with (A) the  Merger or (B) any merger of a  subsidiary  of
Echelon with and into Echelon or any other  subsidiary  of Echelon);  (ix) enter
into any agreement  providing for the  acceleration of payment or performance or
other  consequence as a result of the  transactions  contemplated  hereby or any
other change of control of Echelon or its  subsidiaries  other than with respect
to the  satisfaction of Assumed Debt; or (x) agree, in writing or otherwise,  to
take any of the foregoing actions;

               (c)  Echelon   shall  not,  and  shall  not  permit  any  of  its
Subsidiaries to, transfer, lease, license,  guarantee,  sell, mortgage,  pledge,
dispose  of,  encumber  or subject to any lien any of the Assets for any purpose
(including,  without  limitation,  for the purpose of  satisfying  any  Excluded
Liabilities) except as related to, and for the benefit of, the Assets.

          5.5 Status of  Agreements.  (a) During  the period  commencing  on the
Agreement  Date and ending on the Closing Date,  except in  connection  with the
Pending  Transactions,  the Required  Consents or as set forth on Schedule IV or
otherwise  consented to or approved by Company  (which consent or approval shall
not be unreasonably  withheld,  conditioned or delayed),  Transferor will not do
any of the following:

               (i) cancel or amend or modify in any  material  respect,  (x) any
Contract or Lease affecting any of the Real Estate Assets or (y) any agreements,
documents or instruments relating to the Assumed Debt;

               (ii) enter into any new contract,  agreement or commitment (other
than (x) a contract,  agreement or commitment that involves base payments or the
performance  of services by Transferor of an amount or value (as measured by the
revenue derived therefrom during fiscal year 1998-1999) not in excess of $12,000
annually or terminable  by  Transferor  on not more than 90 days notice  without
penalty, or (y) a contract,  agreement or commitment that is entered into (A) in
order to preserve  public  safety as to one or more Assets or (B) as a result of
an emergency situation or force majeure event affecting one or more Assets), any
new Lease  (other than a Lease  demising  space of less than 5000 square feet on
terms and  conditions  consistent  with the  current  leasing  practices  of the
subject property and otherwise consistent with good business practice) affecting
any of the Real Estate Assets or any new  agreements,  documents or  instruments
relating to the Assumed Debt; or

               (iii)  intentionally  do any act or omit to do any act that  will
cause a material  breach of any  Contract or Lease or  agreements,  documents or
instruments relating to the Assumed Debt.

               (b) During the period commencing on the Agreement Date and ending
on the Closing Date,  Echelon will not, without the prior consent or approval of
Company  (which  consent  or  approval  shall  not  be  unreasonably   withheld,
conditioned  or  delayed),  amend,  modify or  supplement  the Merger  Agreement
(including  the Schedules  and Exhibits  thereto) or grant any consent or waiver
under the Merger Agreement, in each case that would in any manner materially and
adversely  affect the rights,  obligations  and  interests of Company under this
Agreement  (it being  expressly  understood  and agreed  that in no event  shall
Section  4.07  or  5.01  of  the  Merger  Agreement  be  amended,   modified  or
supplemented  (and in no event shall Transferor grant any consent or waiver with
respect to any such  Section)  without the prior  consent of Company  (not to be
unreasonably withheld,  conditioned or delayed)). The parties hereto acknowledge
that  Company is a third party  beneficiary  of the  agreements  made by Echelon
pursuant to Section 4.07 of the Merger  Agreement and that  Transferor  shall be
required to provide Company with any and all information required to be provided
to Parent (as defined in the Merger  Agreement)  pursuant to Section  4.07(c) of
the Merger  Agreement.  Nothing in this Section  5.5(b),  however,  shall in any
manner whatsoever require that the Board of Directors of Echelon take any action
or refrain from taking any action, in each case which is permitted under Section
4.07 of the Merger Agreement.

          5.6  Further  Assurances.  On or after the  Closing  Date and  without
further consideration, each of Transferor and Company shall execute, acknowledge
and  deliver  such  further  agreements,   assignments,   deeds,   certificates,
assumptions, transfers and assurances and shall take, or cause to be taken, such
further  actions,  in each case, as shall be reasonably  requested by Company or
Transferor  from time to time for the more  effective  transfer,  assignment and
conveyance to Company of any of the Assets or the Assumed Liabilities, including
without  limitation,  obtaining the consent of third parties (without obligating
Company or  Transferor or their  respective  affiliates to spend money or assume
obligations in connection  therewith),  as, in the reasonable opinion of Company
or Transferor, as the case may be, or their respective counsel, are necessary to
transfer,  assign and convey the Assets to Company, the assumption by Company of
the Assumed  Liabilities,  the consummation of the transactions  contemplated by
this Agreement or otherwise in the  effectuation  of the intentions and purposes
of this  Agreement;  provided,  that  all  reasonable  out-of-pocket  costs  and
expenses  incurred in connection with any of the foregoing  actions shall be for
the account of the party  requesting  such  actions  subject,  in each case,  to
providing  reasonable  documentation of such  out-of-pocket  costs and expenses,
unless  such  actions  relate  to the  Assumed  Liabilities,  in which  case all
reasonable out-of-pocket costs and expenses in connection therewith shall be for
the account of Company (irrespective of whether such actions were at the request
of Transferor or Company). In addition to and not in limitation of the foregoing
provisions of this Section 5.6, Company shall,  promptly following Closing,  (i)
establish all bank accounts necessary to hold the security deposits delivered by
tenants  pursuant to the  Leases,  and shall fund such  accounts  out of its own
funds in amounts  equal to the security  deposits  held by Transferor in respect
thereof at Closing  (including  any  interest  accrued  thereon),  (ii)  deliver
notices to the tenants who deposited  such security  deposits under such Leases,
confirming  that Company is holding such security  deposits,  the accounts where
same are held and the amount of such  security  deposits  and (iii) take any and
all other  actions as required by  applicable  law with  respect to the security
deposits  delivered by tenants  pursuant to the Leases.  The  provisions of this
Section  5.6 shall  survive  Closing  for a period of one year from the  Closing
Date, except for the provisions of the preceding  sentence,  which shall survive
the Closing indefinitely.

          5.7 Consents. To the extent that a claim can be made successfully that
the  transactions  contemplated  hereby will  constitute  the  assignment of any
contract,  lease,  commitment,  sales order, purchase order,  account,  license,
permit or  undertaking  requiring  the consent of another  party  thereto,  this
Agreement  shall not  constitute an agreement to assign the same if an attempted
assignment  would constitute a breach thereof.  During the period  commencing on
the  Agreement  Date and ending on the Closing Date,  Transferor  agrees that it
will use its commercially  reasonable efforts (without obligating  Transferor or
its affiliates to spend money or assume obligations in connection  therewith) to
obtain the written consent of the other  necessary  parties to the assignment of
such contracts,  leases,  commitments,  sales orders, purchase orders, accounts,
licenses,  permits  and  undertakings,  and if  such  consent  is not  obtained,
Transferor  will  use  commercially   reasonable  efforts  (without   obligating
Transferor or its affiliates to spend money or assume  obligations in connection
therewith)  to  cooperate  with  Company in any lawful  arrangement  designed to
provide Company the benefits under any such documents.

          5.8 Bringdown of Transferor's  Representations.  On the Escrow Closing
Date,   Transferor   shall  deliver  to  Company  a  certificate  (a  "Bringdown
Certificate") executed by the President, any Vice President or a managing member
of each of Echelon and its subsidiaries  signatory hereto certifying that, as of
the Escrow Closing Date, the  representations  and warranties made by Transferor
in this  Agreement are true and correct in all material  respects,  except for a
change  in  facts  and  circumstances  which  requires  a  change  in  any  such
representation and warranty, and in such event the certificate shall specify any
such change in reasonable detail.  Transferor's  representations  and warranties
set forth in such  certificate  shall not  survive the Escrow  Closing  Date (it
being  expressly  understood  and agreed that,  notwithstanding  anything to the
contrary  (express or implied)  set forth  herein,  in the case of any breach by
Transferor of any of Transferor's representations and warranties, Company's sole
right  shall  be the  exercise  (if it is  entitled  to do so) of its  right  of
termination  pursuant to Section  9.1(f) hereof (and  Company's sole remedies in
connection  therewith  shall be those expressly set forth in Section 9.2 hereof)
and  Transferor  shall not at any time (whether  before,  on or after the Escrow
Closing  Date) have any further  liability  whatsoever  with respect to any such
breach of Transferor's  representations and warranties). If, and only if, all of
the changes in  Transferor's  representations  and  warranties set forth in such
Bringdown Certificate (other than any changes related to a Pending Transaction),
taken in the aggregate, would have a Material Adverse Effect, then Company shall
have the right by written notice to Transferor  actually  received by Transferor
not later than the expiration of the Offer as described in the Merger  Agreement
to terminate this Agreement pursuant to Section 9.1(f) hereof. In the event that
Transferor shall deliver one or more new Escrow Date  Notification  Certificates
pursuant to the terms of Section 7.3 hereof  setting forth a new Escrow  Closing
Date, Transferor shall, on each such new Escrow Closing Date, deliver to Company
a new Bringdown Certificate certifying as to the matters set forth above in this
Section 5.8 as of such new Escrow Closing Date.

          5.9 Cooperation  Regarding Taxes.  After the Closing Date, Company and
Transferor  shall  cooperate  with  each  other and with  each  other's  agents,
including  accounting  firms and  legal  counsel,  in  connection  with  matters
relating to Taxes of Company,  Transferor and their affiliates including (i) the
preparation  and filing of any Tax Returns,  (ii)  determining the liability for
and  amount  of any Taxes due  (including  estimated  Taxes) or the right to and
amount of any refund of Taxes, (iii)  examinations of Tax Returns,  and (iv) any
administrative  or judicial  proceeding in respect of Taxes assessed or proposed
to be assessed.  Such  information  and  documents  shall be  delivered  without
representation  or warranty  and shall  include,  without  limitation,  records,
returns, schedules,  documents, work papers or other relevant materials. Company
and Transferor shall also make available to each other, as reasonably  requested
and on a mutually convenient basis,  personnel (including  officers,  directors,
employees and agents of Company or Transferor or their respective affiliates) to
provide such  assistance  as might be  reasonably  required in connection of the
matters set forth in (i), (ii), (iii) and (iv) above.  Any information  provided
under this Section 5.9 shall be kept  confidential  by the party  receiving  the
information  or  documents,  except as may  otherwise be necessary in connection
with the filing of Tax Returns or in connection with any  communications  with a
tax authority or any administrative or judicial proceedings relating to Taxes or
any Tax Return.  Company and Transferor and their  respective  affiliates  shall
make available to each other for  inspection and copying during normal  business
hours upon reasonable  notice all Tax records in their  possession to the extent
reasonably  required  by the other  party in  connection  with the  preparation,
review or audit of Tax Returns, Tax litigation and claims, and the resolution of
items under this  Agreement.  All  reasonable  out-of-pocket  costs and expenses
incurred  in  connection  with  any of the  foregoing  actions  shall be for the
account of the party  requesting such actions  (subject to providing  reasonable
documentation of such out-of-pocket costs and expenses).  Company and Transferor
agree to retain  all  records  relevant  to the tax basis of the  Assets and tax
treatment of this  Agreement for a period of seven years after the Closing Date.
The  provisions of this Section 5.9 shall survive  Closing for a period of seven
years after the Closing Date.

          5.10 Insurance. During the period commencing on the Agreement Date and
ending on the Closing Date,  Transferor  will  maintain the  insurance  policies
relating to the Real  Estate  Assets set forth on Schedule  XV;  provided,  that
Transferor  may  discontinue or reduce any such insurance to the extent that (x)
it is no longer  available at  commercially  reasonable  rates or (y)  similarly
situated companies are, in general,  reducing or eliminating such insurance in a
manner consistent with the changes being effected by Transferor, unless, in each
case, Company shall have requested in writing that Transferor not discontinue or
reduce,  as the case may be, such insurance and shall have paid to Transferor in
immediately  available  funds  all costs  (including,  without  limitation,  all
premiums) and expenses of Transferor in  connection  with not  discontinuing  or
reducing,  as the case may be, such insurance (it being expressly understood and
agreed that in the event of termination  of this  Agreement  pursuant to Section
9.1 hereof,  Company shall not be entitled to any refund or reimbursement of any
amounts previously paid by it to Transferor as contemplated above).

          5.11  Reasonable  Best  Efforts.  During the period  commencing on the
Agreement  Date and  ending  on the  Closing  Date,  subject  to the  terms  and
conditions  provided herein,  each of Company and Transferor shall cooperate and
use their respective  reasonable best efforts to take, or cause to be taken, all
appropriate  action,  and to make, or cause to be made,  all filings  necessary,
proper or advisable under applicable laws and regulations to consummate and make
effective the transactions  contemplated by this Agreement,  including,  without
limitation,  their  respective  reasonable best efforts to obtain,  prior to the
Closing Date, all licenses, permits, approvals,  authorizations,  qualifications
and orders of Governmental  Authorities and parties to Contracts with Transferor
as are necessary  for  consummation  of the  transactions  contemplated  by this
Agreement.

          5.12  Access to  Information  Concerning  Assets.  During  the  period
commencing  on the  Agreement  Date and ending on the Closing  Date,  Transferor
shall,  upon  reasonable  notice,  afford Company and its counsel,  accountants,
consultants and other authorized representatives,  reasonable access (subject to
the rights of tenants  under the Leases)  during  normal  business  hours to the
employees, properties, books and records of Transferor in order that Company may
have the  opportunity  to make  such  investigations  as it shall  desire of the
Assets.  Transferor shall furnish promptly to Company (a) a copy of each report,
schedule,  registration  statement  and other  document  filed by it during such
period pursuant to the  requirements of Federal or state securities laws and (b)
all other  information  in  Transferor's  possession  concerning  the  Assets as
Company may  reasonably  request.  Transferor  agrees to cause its  officers and
employees to furnish such  additional  financial  and  operating  data and other
information  and respond to such  inquiries,  in each case as Company shall from
time to time reasonably request in relation to the Assets.

          5.13 Notification of Certain Matters.  During the period commencing on
the Agreement Date and ending on the Closing Date,  Transferor shall give prompt
notice to Company,  and Company shall give prompt notice to  Transferor,  of the
occurrence,  or failure to occur, of (x) any event,  which occurrence or failure
to occur would likely  cause any  representation  or warranty  contained in this
Agreement  to be untrue in any  material  respect and (y) the  existence  of any
Material Adverse Effect.  During the period commencing on the Agreement Date and
ending on the Closing  Date,  each of  Transferor  and Company shall give prompt
notice to the other  party of any notice or other  communication  from any third
party  alleging  that the  consent of such third  party is or may be required in
connection with the transactions contemplated by this Agreement.

          5.14 HSR Act. Company and Transferor shall, as soon as practicable and
in any event within five Business Days  following the Agreement  Date,  make any
required  filings under the HSR Act and shall use their  reasonable best efforts
to respond as promptly as  practicable  to all  inquiries  received with respect
thereto, including,  without limitation, a request for additional information or
documentary material.

          5.15 Retention of Records.  Except as otherwise agreed between Company
and Transferor in writing,  Company shall,  and shall cause its subsidiaries to,
retain all  information  relating  directly and  primarily to the Assets that is
delivered to or obtained by Company pursuant to the terms of this Agreement that
is less  than ten years old  until  such  information  is at least ten years old
except that if,  prior to the  expiration  of such  period,  information  in the
possession  or control of Company is to be  destroyed  or disposed  of, and such
information is at least three years old, prior to destroying or disposing of any
such information,  (1) Company shall provide no less than 30 days' prior written
notice to  Transferor  specifying  the  information  proposed to be destroyed or
disposed of and (2) if,  prior to the  scheduled  date for such  destruction  or
disposal, Transferor requests in writing that any of the information proposed to
be destroyed or disposed of be delivered to Transferor,  Company  promptly shall
deliver the requested  information  to a location  specified by  Transferor,  at
Transferor's sole cost and expense.

          5.16 Transfer of Preferred  Stock.  Following the  consummation of the
Merger and the Closing,  Echelon  shall  distribute  (as defined in Code Section
351(c))  the  shares of  Preferred  Stock  received  by  Echelon as set forth on
Schedule XVIII to Parent (as defined in the Merger Agreement).

          5.17 Maintenance of Liquidity.  At all times through and including the
thirtieth day after the Closing  Date,  Company shall have assets which would be
classified  as  cash  and  cash  equivalents  on a  balance  sheet  prepared  in
accordance with GAAP of not less than $15,000,000.

          Section 6. Conditions Precedent to Closing.

          6.1  Company  Conditions.  The  obligation  of  Company  to close  the
transaction which is the subject of this Agreement is subject to the fulfillment
as of the Closing Date or as of the Escrow Closing Date, as applicable,  of each
of the  following  conditions,  unless any  unfulfilled  condition  is waived in
writing by Company:

               (a)  Officer's  Certificate.  Echelon  shall  have  delivered  to
Company  a  certificate  executed  by the  President,  any Vice  President  or a
managing  member  of  each of  Echelon  and its  subsidiaries  signatory  hereto
certifying that, as of the Escrow Closing Date,  Transferor has performed in all
material  respects each of its obligations and complied in all material respects
with each  agreement and covenant of Transferor to be performed or complied with
by it under this  Agreement on or prior to such date,  including the delivery of
the certificate required under Section 5.8 hereof.

               (b)  Delivery of Documents  and Other  Items.  On or prior to the
Escrow  Closing Date,  all  documents  and other items  specified in Section 7.4
hereof shall have been delivered to Escrow Agent.

               (c) Merger. The Merger shall have been consummated on or prior to
the Closing Date.

               (d) Purchase and Sale of Other  Assets.  The purchase and sale of
the Other Assets as  contemplated  by the Purchase and Sale Agreement shall have
been consummated on or prior to the Closing Date.

               (e)  Purchase and Sale of Tax Credit LP  Interests.  The purchase
and sale of the Tax Credit LP  Interests  as  contemplated  by the Tax Credit LP
Interest  Purchase  Agreement  shall  have been  consummated  on or prior to the
Closing Date.

               (f)  Leasing  of  the  Assets.  The  leasing  of  the  Assets  as
contemplated by the Heller Lease shall have been  consummated on or prior to the
Closing Date.

               (g)  Required  Consents.  All Required  Consents  shall have been
executed and delivered by the parties  providing  such  Required  Consents on or
prior to the Escrow Closing Date.

               (h) HSR Act. Any  applicable  waiting  period (and any  extension
thereof)  under the HSR Act  applicable  to the sale of Assets to Company  shall
have expired or been terminated as of the Escrow Closing Date.

               (i) No  Injunction.  No  preliminary  or permanent  injunction or
other  order  shall  have been  issued by any  court or by any  governmental  or
regulatory  agency,  body or authority which  prohibits the  consummation of the
transactions  contemplated  by this  Agreement  and  which is in  effect  on the
Closing Date, provided,  however,  that, in the case of a decree,  injunction or
other  order,  each of the parties  shall have used  reasonable  best efforts to
prevent  the  entry of any such  injunction  or other  order  and to  appeal  as
promptly as possible any decree, injunction or other order that may be entered.

               (j) Statutes. No law, statute, rule, regulation, executive order,
decree or order of any kind shall have been  enacted,  entered,  promulgated  or
enforced by any court or governmental authority which prohibits the consummation
of the transactions contemplated by this Agreement as of the Closing Date.

          6.2 Transferor  Conditions.  The obligation of Transferor to close the
transaction which is the subject of this Agreement is subject to the fulfillment
as of the Closing Date or as of the Escrow Closing Date, as applicable,  of each
of the  following  conditions,  unless any  unfulfilled  condition  is waived in
writing by Transferor:

               (a)  Officer's  Certificate.  Company  shall  have  delivered  to
Transferor  a  certificate  of the  President  or any Vice  President of Company
certifying  that, as of the Escrow  Closing  Date,  Company has performed in all
material  respects each of its obligations and complied in all material respects
with each  agreement and covenant of Company to be performed or complied with by
it under this Agreement on or prior to such date.

               (b)  Delivery of Documents  and Other  Items.  On or prior to the
Escrow  Closing  Date,  all  documents  and other  items  (including  payment or
issuance of the Transfer Value)  specified in Section 7.5 hereof shall have been
delivered to Escrow Agent.

               (c) Merger. The Merger shall have been consummated on or prior to
the Closing Date.

               (d) Purchase and Sale of Other  Assets.  The purchase and sale of
the Other Assets as  contemplated  by the Purchase and Sale Agreement shall have
been consummated on or prior to the Closing Date.

               (e)  Purchase and Sale of Tax Credit LP  Interests.  The purchase
and sale of the Tax Credit LP  Interests  as  contemplated  by the Tax Credit LP
Interest  Purchase  Agreement  shall  have been  consummated  on or prior to the
Closing Date.

               (f)  Leasing  of  the  Assets.  The  leasing  of  the  Assets  as
contemplated by the Heller Lease shall have been  consummated on or prior to the
Closing Date.

               (g)  Required  Consents.  All Required  Consents  shall have been
executed and delivered by the parties  providing  such  Required  Consents on or
prior to the Escrow Closing Date.

               (h) HSR Act. Any  applicable  waiting  period (and any  extension
thereof)  under the HSR Act  applicable  to the sale of Assets to Company  shall
have expired or been terminated as of the Escrow Closing Date.

               (i) No  Injunction.  No  preliminary  or permanent  injunction or
other  order  shall  have been  issued by any  court or by any  governmental  or
regulatory  agency,  body or authority which  prohibits the  consummation of the
transactions  contemplated  by this  Agreement  and  which is in  effect  on the
Closing Date, provided,  however,  that, in the case of a decree,  injunction or
other  order,  each of the parties  shall have used  reasonable  best efforts to
prevent  the  entry of any such  injunction  or other  order  and to  appeal  as
promptly as possible any decree, injunction or other order that may be entered.

               (j) Statutes. No law, statute, rule, regulation, executive order,
decree or order of any kind shall have been  enacted,  entered,  promulgated  or
enforced by any court or governmental authority which prohibits the consummation
of the transactions contemplated by this Agreement as of the Closing Date.

          Section 7. Closing.

          7.1 Time and Place. The Closing will take place at the office of White
& Case LLP, 1155 Avenue of the Americas, New York, New York 10036 on the date of
consummation  of the Merger,  or at such other place and time as shall be agreed
upon by the parties  hereto (the  actual date of the Closing  being  hereinafter
referred to as the "Closing Date").

          7.2  Closing  Expenses.  All costs and  expenses  associated  with the
transfer  of the  Assets  contemplated  herein,  including  without  limitation,
environmental  and property  condition  reports (but only to the extent procured
prior to the Agreement Date with the approval of  Transferor),  title  insurance
premiums,  survey  preparation  costs,  transfer  taxes  (including  all  stamp,
transfer,  documentary,  sales,  use,  registration  and other Taxes),  document
recordation  and filing  charges,  escrow  expenses and other customary costs of
Closing,  shall be paid by Transferor.  Each of Company and Transferor  shall be
responsible  for  its due  diligence  costs  and  expenses  (including,  without
limitation,  the payment of the fees and  disbursements  of its  attorneys)  and
Transferor  shall make any required  payments to the Broker in  accordance  with
Section 8 hereof.

          7.3  Notification of Escrow Closing Date.  Transferor shall deliver to
Company a certificate (an "Escrow Date Notification Certificate") specifying the
Escrow  Closing Date (which in no event shall be earlier than the 30th day after
the  Agreement  Date) on which the Escrowed  Items are to be delivered to Escrow
Agent, such Escrow Date  Notification  Certificate to be delivered by Transferor
to Company no later than one day prior to such  Escrow  Closing  Date;  provided
that if the Tender Offer  Expiration Date shall not have occurred on or prior to
the third Business Day after such Escrow Closing Date,  Escrow Agent shall, upon
written  request from Company,  return the Escrowed Items to the party which had
previously deposited same with Escrow Agent, whereupon Transferor shall have the
right to deliver a new Escrow Date Notification  Certificate to Company upon the
terms set forth above  specifying a new Escrow  Closing Date.  Transferor  shall
have the right to deliver one or more Escrow Date Notification Certificates upon
the terms set forth above until such time as the Tender  Offer  Expiration  Date
shall have occurred or, if earlier,  such time as this Agreement shall have been
terminated pursuant to Section 9.1 hereof.

          7.4 Documents  and/or  Deliveries.  On or prior to the Escrow  Closing
Date,  as a condition  to Closing,  the  following  shall be delivered to Escrow
Agent,  which shall have been executed by  Transferor  to the extent  applicable
(other than those  agreements,  documents and instruments  described in Sections
7.4(b)(vii),  (b)(ix),  (b)(x),  (c)(i)  (except  that the  allonge  referred to
therein  shall be delivered to Escrow  Agent),  (c)(ii),  (c)(iii),  (c)(iv) and
(d)(i)  hereof,  all of which shall have been made  available to Company  during
normal business hours at one or more locations previously  identified to Company
(which location shall, in the case of the agreements,  documents and instruments
described in Section  7.4(b)(vii)  and (d)(i) hereof,  be 450 Carillon  Parkway,
Suite 200, St.  Petersburg,  Florida)  and which shall remain in such  locations
until the Closing Date):

               (a)  with  respect  to  Echelon  and  each  Subsidiary:  (i) good
standing  certificates and authority to do business  certificates  issued by the
relevant authorities in all relevant jurisdictions, in each case, dated not more
than  thirty  (30) days prior to the  Closing  Date;  (ii)  certified  corporate
resolutions of Echelon and corporate or limited liability company resolutions of
each Subsidiary,  or of the general partner in each Subsidiary that is a limited
partnership,  as  applicable,  authorizing  the  execution  and delivery of this
Agreement by Echelon or such Subsidiary and the consummation of the transactions
contemplated  hereby;  and (iii)  incumbency  certificates  for the  officers of
Echelon and each Subsidiary executing the documents to be executed and delivered
pursuant to this Agreement;

               (b)  with  respect  to the  Real  Estate  Assets:  (i) a  special
warranty deed  conveying  title to the Real Estate Assets  substantially  in the
form  annexed  hereto as Exhibit A; (ii) a bill of sale with respect to the Real
Estate Assets  substantially  in the form annexed  hereto as Exhibit B; (iii) an
assignment  and  assumption  agreement  with respect to Permits,  Contracts  and
Leases  being  assumed  by  Company  in  relation  to the  Real  Estate  Assets,
substantially  in the form annexed  hereto as Exhibit C; (iv) an assignment  and
assumption agreement with respect to each of the Residential Property Restricted
Cash  Bank  Accounts,  in the form  specified  by the Bank (or  other  financial
institution)  where the respective  Residential  Property  Restricted  Cash Bank
Account is  established  or, if none,  in a form  satisfactory  to Company;  (v)
third-party  consents sought in connection with the consummation of the transfer
of the Real Estate Assets but only to the extent actually obtained by Transferor
(it being expressly  understood and agreed, for avoidance of doubt, that so long
as Transferor  shall have complied with Section 5.7 hereof,  no such third-party
consents (other than the Required Consents) shall be required to be obtained and
in no event  shall  any  such  third-party  consents  (other  than the  Required
Consents)  be a condition  precedent  to the  consummation  of the  transactions
contemplated hereby); (vi) tenant estoppel statements,  dated within one hundred
and twenty (120) days of the Closing Date, with respect to tenants occupying 50%
of the rentable  square footage at the Real Estate Assets (which tenant estoppel
statements  shall in any event include tenant  estoppel  statements from each of
Andersen Consulting, Florida Power Corporation,  Florida Progress,  NationsBank,
N.A. and Raymond James & Associates) in the form specified in the tenant's Lease
or, if none,  substantially  in the form  annexed  hereto as Exhibit D (it being
understood  that Transferor does not warrant or guarantee any of the information
contained in tenant  estoppel  certificates);  (vii) the originals (or copies if
originals are  unavailable) of existing  Leases and all tenant files,  Contracts
and files and  records  pertaining  to any of the Real  Estate  Assets as are in
Transferor's possession or in the possession of the current property manager for
any of the Real Estate  Assets;  provided,  however,  that Company will make all
originals  available  to  Transferor  after  Closing to the extent  required  by
Transferor  in  connection  with  accounting,   taxation,  litigation  or  other
proceedings involving Transferor's prior ownership of the any of the Real Estate
Assets;  (viii)  notices to the tenants  renting space at the Real Estate Assets
confirming  that such Real Estate Assets have been acquired by Company,  in such
form as  Transferor  and  Company  shall  agree;  (ix)  originals  (or copies if
originals are unavailable) of all governmental  licenses,  permits and approvals
relating  to the  occupancy  or use of any  of the  Real  Estate  Assets  in the
possession of Transferor or Transferor's  current  property  manager;  (x) those
site plans,  soil and substrata  studies,  architectural  renderings,  plans and
specifications,  engineering  plans and studies,  floor plans,  landscape plans,
utility schemes,  tax bills and receipts for current real estate taxes, keys and
all other books, financial statements, documentation, files or records covering,
affecting or relating to the Real Estate Assets in Transferor's possession; (xi)
a Title Affidavit in the form annexed hereto as Exhibit F; (xii) a Gap Indemnity
in the form  annexed  hereto as  Exhibit G if  required  by the title  insurance
company;  (xiii) a FIRPTA  Affidavit  in the form  annexed  hereto as Exhibit H;
(xiv) such  documents  or other  evidence  as may be  required  to  satisfy  all
requirements  raised in the Title  Commitments;  provided,  however,  Transferor
shall not be required to satisfy  requirements  raised in the Title  Commitments
relating  to Real Estate  Taxes,  Assumed  Debt (other than the  delivery of the
Required  Consents  relating to any Assumed Debt in accordance with the terms of
this Agreement),  Other Assumed Debt,  mechanics' liens (other than the delivery
of an affidavit certifying as to the status of construction relating to any Real
Estate Asset) or other matters which  Transferor is taking pursuant to the terms
of this Agreement; and (xv) transfer tax forms and affidavits as may be required
by  governmental  authorities in connection  with the recordation of the special
warranty deeds;

               (c) with respect to the  Mortgage  Loans:  (i) the mortgage  note
relating to each such  Mortgage  Loan,  duly  endorsed,  or attaching an allonge
executed by Transferor in favor of Company,  in either case without  recourse to
Transferor;  (ii) the original  executed mortgage or deed of trust securing such
mortgage note, stamped by the appropriate recorders' office as having being duly
filed  of  record  (or a copy  thereof  certified  by  the  relevant  county  or
municipality);  (iii) the  mortgagee  title  insurance  policy  relating  to the
Mortgage  Loan,  endorsed to show the  assignment  of the  lender's  interest to
Company,  (iv)  original,  executed  counterparts  of all  other  documents  and
instruments  relating to such Mortgage  Loan;  (v) an assignment  and assumption
agreement  substantially  in the form annexed  hereto as Exhibit E,  effectively
assigning to Company all of  Transferor's  right,  title and interest in and to,
and obligations with respect to, such Mortgage Loan,  together with all relevant
UCC-3 assignment statements;  and (vi) any consents sought from pledgees of such
Mortgage Loans, if applicable,  as more  particularly  identified on Schedule IV
(it being expressly  understood and agreed, for avoidance of doubt, that so long
as  Transferor  shall have  complied  with Section 5.7 hereof,  no such consents
(other than the  Required  Consents)  shall be required to be obtained and in no
event shall any such consents (other than the Required  Consents) be a condition
precedent to the consummation of the transactions contemplated hereby);

               (d) with respect to the Assumed Debt: (i) originals (or copies if
originals  are  unavailable)  of all documents and  instruments  evidencing  and
securing the Assumed Debt and (ii) all  documents  and  instruments  required to
effect the assignment  and assumption of the borrower's  interest in the Assumed
Debt from Transferor to Company,  including without  limitation,  if applicable,
consents  sought  from the  holders of the Assumed  Debt,  as more  particularly
identified  on  Schedule  IV (it being  expressly  understood  and  agreed,  for
avoidance of doubt,  that so long as Transferor shall have complied with Section
5.7  hereof,  no such  consents  (other  than the  Required  Consents)  shall be
required to be obtained and in no event shall any such consents  (other than the
Required  Consents)  be  a  condition  precedent  to  the  consummation  of  the
transactions contemplated hereby);

               (e)  originals of all Required  Consents  (but only to the extent
theretofore obtained by Transferor);

               (f) a notice from the Chief  Financial  Officer of Echelon (which
notice shall be conclusive  absent  manifest  error) setting forth the aggregate
amount of each of (i) the  Security  Deposit  Amount  and (ii) the Net  Proceeds
received by Transferor in connection with a Pending Transaction,  if consummated
prior to the Escrow Closing Date; and

               (g) with respect to the transfer of any of the Assets, such other
documents and  instruments  as are customary in connection  with the transfer of
assets of the same  type and which the  parties  deem  reasonably  necessary  or
desirable to effect the  consummation of the transactions  contemplated  hereby;
provided,  however,  that (i)  Transferor  shall not be  required to provide any
representations,  warranties or indemnitees  with respect to the Assets or title
thereto beyond those set forth in this Agreement,  (ii) Transferor  shall not be
required to provide any  representations  or warranties which survive the Escrow
Closing Date and (iii) so long as  Transferor  shall have  complied with Section
5.7 hereof, no consents (other than the Required  Consents) shall be required to
be obtained  and in no event shall any such  consents  (other than the  Required
Consents)  be a condition  precedent  to the  consummation  of the  transactions
contemplated hereby.

          7.5 Company  Documents  and/or  Deliveries.  On or prior to the Escrow
Closing  Date,  Company will deliver  (subject only to receipt by Company of the
relevant  Bringdown  Certificate and Escrow Date  Notification  Certificate) the
following  to Escrow  Agent,  which  shall have been  executed by Company to the
extent applicable:

               (a) the Transfer Value, by (i) bank wire transfer of U.S. dollars
in  immediately  available  funds  and  (ii)  delivery  of  stock  certificates,
representing a total of 2,000 shares of Preferred Stock, registered in the names
and in the amounts set forth on Schedule XVIII;

               (b) certified  copies of resolutions of Company  authorizing  the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions contemplated hereby;

               (c)  with  respect  to the  transfer  of any of the  Assets,  the
documents and  instruments  required to effect the assumption  thereof,  as more
particularly described in Sections 7.4(b)(iii), (c)(v), and (d)(ii) hereof;

               (d) with  respect  to the  transfer  of any of the Assets and the
assumption of the Assumed  Liabilities,  such other documents and instruments as
are  customary  in  connection  with the  transfer of assets and  assumption  of
liabilities of the same type and which the parties deem reasonably  necessary or
desirable to effect the  consummation of the transactions  contemplated  hereby;
provided,  however,  that (i)  Transferor  shall not be  required to provide any
representations,  warranties or indemnitees  with respect to the Assets or title
thereto beyond those set forth in this Agreement  (ii)  Transferor  shall not be
required to provide any  representations  or warranties which survive the Escrow
Closing Date,  and (iii) so long as Transferor  shall have complied with Section
5.7 hereof, no consents (other than the Required  Consents) shall be required to
be obtained and in no event shall any such consents be a condition  precedent to
the consummation of the transactions contemplated hereby; and

               (e)  transfer  tax forms and  affidavits  as may be  required  by
governmental  authorities  in  connection  with the  recordation  of the special
warranty deeds.

               (f) a release,  executed by a duly authorized officer of Company,
releasing  Transferor  from any and all liabilities or obligations of Transferor
arising  under  Section  11  of  this  Agreement,  which  such  liabilities  and
obligations  shall be  assumed  by  Other  Buyer  under  the  Purchase  and Sale
Agreement.

          7.6  Execution  and  Delivery of Closing  Statements.  At Closing,  in
addition  to any other  documents  required  to be  executed  and  delivered  in
counterparts by both parties, Transferor and Company will execute and deliver to
each other closing statements accounting for sums disbursed at Closing.

          7.7 Joint  Instructions  to Escrow  Agent.  Not later  than the Escrow
Closing Date, Company and Transferor shall execute and deliver to Escrow Agent a
joint  direction  letter in the form attached hereto as Exhibit 7.7, which shall
be  irrevocable,  (a) listing with  specificity  all items  delivered by Company
and/or  Transferor  pursuant  to  Sections  7.4 and 7.5  hereof  (including  the
Transfer Value, all such items collectively  referred to herein as the "Escrowed
Items")  and  (b)  setting  forth  irrevocable  instructions  from  Company  and
Transferor  to the effect that (x)  immediately  following  the filing by Escrow
Agent of the Articles of Merger with  respect to the Merger with the  Department
of State of the State of Florida or the  receipt of notice by Escrow  Agent that
such filing has  occurred,  the  Escrowed  Items shall be promptly  delivered by
Escrow Agent to the party entitled to same (including,  without limitation, that
the  Transfer  Value shall be  delivered  to  Surviving  Corporation  or to such
account  as  Surviving  Corporation  may  designate)  as set forth in such joint
direction letter, (y) if this Agreement has been terminated  pursuant to Section
9.1 hereof,  the Escrowed  Items shall be promptly  delivered by Escrow Agent to
the party which had  previously  deposited same with Escrow Agent and (z) if the
Tender Offer  Expiration  Date does not occur on or prior to the third  Business
Day  after the  Escrow  Closing  Date,  the  Escrowed  Items  shall be  promptly
delivered by Escrow Agent to the party which had previously  deposited same with
Escrow Agent.

          7.8 Further Deliveries.  Simultaneously with the delivery of the joint
directions set forth in Section 7.7 of this Agreement, Company shall execute and
deliver (a) to Escrow  Agent,  together  with Other Buyer,  a joint  instruction
letter in the form  attached  hereto as Exhibit  7.8 and (b) to EIN  Acquisition
Corp. a legal opinion addressed to Agent for the benefit of the Lenders (in each
case,  as such  terms are  defined in the Credit  Agreement  (as  defined in the
Merger  Agreement)) with respect to those matters set forth in Sections 4.1, 4.2
and 4.4(a), (b) and (c) of this Agreement.

          Section 8. Brokers.  Each party  represents  and warrants to the other
that it has not  consulted,  dealt with or  negotiated  with any  Person  except
Transferor has engaged Donaldson,  Lufkin & Jenrette Securities Corporation (the
"Broker") to whom a commission is or could be due in connection with the sale of
the Assets by Transferor to Company,  or any other matter  associated  with this
Agreement. Transferor has made a separate agreement with Broker and will pay all
sums, if any, due to Broker in connection with this Agreement. Each party hereby
agrees to indemnify and hold harmless the other from any losses, damages, costs,
liabilities or expenses, including reasonable costs and attorneys' fees incurred
in trial, appellate or post-judgment  proceedings,  related to or arising out of
any breach of the  representations,  warranties and agreements set forth in this
Section  8  made  by  it.   Anything  to  the  contrary   notwithstanding,   the
representations,  warranties  and  agreements  in this  Section  8 will  survive
Closing of the  transactions  which are the  subject of this  Agreement,  or any
earlier termination of this Agreement.

          Section 9. Termination and Abandonment.

          9.1 Termination. This Agreement may be terminated and the transactions
contemplated by this Agreement may be abandoned:

               (a) by mutual consent of Company and Transferor at any time prior
to the Tender Offer Expiration Date;

               (b) by either  Company  or  Transferor  at any time  prior to the
Closing  Date,  if any court or  governmental  or  regulatory  agency shall have
issued an  order,  decree  or  ruling  or taken  any  other  action  permanently
enjoining,  restraining or otherwise  prohibiting the consummation of any of the
transactions  contemplated by this Agreement and such order, decree or ruling or
other action shall have become final and nonappealable;

               (c) by either Company or Transferor, if the Closing Date fails to
occur within 90 days  following the Agreement  Date,  unless such failure of the
Closing  Date  to  occur  shall  be as a  result  of a  material  breach  of any
representation, warranty, obligation, covenant, agreement or condition set forth
in this Agreement on the part of the party seeking to terminate this Agreement;

               (d) by either  Company  or  Transferor  at any time  prior to the
Closing Date, if the Merger  Agreement  shall have been  terminated and be of no
further force and effect;

               (e) by either  Company  or  Transferor  at any time  prior to the
Tender Offer  Expiration  Date, if any of the Purchase and Sale  Agreement,  the
Heller Lease or the Tax Credit LP Interest  Purchase  Agreement  shall have been
terminated and be of no further force and effect;

               (f) by Company on or at any time prior to the Escrow Closing,  in
the event (i) that Company  exercises  its right of  termination  as provided in
Section  5.8 or  (ii)  in  the  event  of  (A) a  breach  by  Transferor  of its
representations  and  warranties  set forth herein (other than arising out of or
related to a Pending  Transaction)  which, taken in the aggregate,  would have a
Material Adverse Effect or (B) a breach by Transferor of its material  covenants
or agreements  set forth  herein,  in each case which (1) cannot or has not been
cured prior to the earlier of (x) 15 days after the giving of written  notice of
such breach to  Transferor  and (y) two Business  Days prior to the Tender Offer
Expiration Date and (2) has not been waived by Company; or

               (g) by Transferor on or at any time prior to Escrow  Closing,  in
the event of a breach by Company of any  representation,  warranty,  covenant or
agreement  contained  in this  Agreement  which (A) cannot or has not been cured
prior to the  earlier of (i) 15 days after the giving of written  notice of such
breach  to  Company  and (ii)  two  Business  Days  prior  to the  Tender  Offer
Expiration Date and (B) has not been waived by Transferor,  except,  in any case
where such  failures are not  reasonably  likely to affect  adversely  Company's
ability to consummate the transactions contemplated by this Agreement.

          9.2 Effect of Termination. (a) In the event of the termination of this
Agreement  pursuant to Section 9.1 hereof by Company or Transferor,  as the case
may be,  written  notice  thereof  shall  forthwith  be given to the other party
specifying the provision  hereof pursuant to which such termination is made, and
this Agreement shall become void and have no effect and the parties will have no
further  rights or obligations  hereunder,  except that Sections 7.2, 9.2, 12.7,
12.11 and 12.15 shall survive any termination of this Agreement.

               (b) (i) In the event of a termination of this Agreement  pursuant
to (x) Section 9.1(d) above  following the  termination of the Merger  Agreement
pursuant  to Section  5.01(a) of the  Merger  Agreement  (but only if Parent and
Echelon shall have entered into an alternative transaction within 180 days after
such  termination  of the  Merger  Agreement  pursuant  to which  Parent  (or an
affiliate  thereof) would directly or indirectly  acquire Echelon,  the Excepted
Leases or all or  substantially  all of the assets or equity of Echelon  and its
Subsidiaries) or Sections 5.01(e), (f), (g), (j) (except if the Merger Agreement
has been  terminated  as a  result  of the  non-performance  by  Company  or any
affiliate of Company under any of the Asset  Disposition  Agreements (as defined
in the Merger  Agreement)) or (k) of the Merger  Agreement or (y) Section 9.1(f)
above,  Company and its affiliates  shall be entitled to receive from Transferor
reimbursement  for its reasonable  out-of-pocket  costs and expenses incurred in
connection with the  transactions  contemplated  by this Agreement,  the Omnibus
Agreement and the Tax Credit LP Interest  Purchase  Agreement in an amount of up
to $1,000,000 (subject to providing  reasonable  documentation of such costs and
expenses).

               (ii) In the event of a termination of this Agreement  pursuant to
Section 9.1(g) above,  Transferor's  sole remedy shall be to receive a sum equal
to $2,750,000  as agreed and  liquidated  damages,  it being agreed that in such
event  Transferor's  actual damages would be incapable of precise  ascertainment
and that the foregoing is a reasonable estimate of such damages.

               (iii)  Except as  expressly  set forth above in this Section 9.2,
neither  Company nor  Transferor  shall be entitled to any remedy in  connection
with the termination of this Agreement (including, without limitation,  specific
performance).

               (c) Any payment required to be made by Transferor or Company,  as
the case may be,  pursuant to Section  9.2(b) shall be made by such party within
three  Business  Days after receipt by it of notice from the other party setting
forth,  in reasonable  detail,  (i) a description of the event(s) giving rise to
the payment obligation and (ii) calculation of the payment obligation.

          Section 10. Risk of Loss; Indemnity.

          10.1 Casualty. In the event that any portion of the Real Estate Assets
is damaged or destroyed prior to the Tender Offer  Expiration  Date, and if such
damage or destruction would have,  individually or in the aggregate,  a Material
Adverse Effect (after giving effect to receipt of insurance  proceeds),  Company
may by written  notice to Transferor  actually  received by Transferor not later
than the earlier to occur of (x) 12:01 a.m.  (New York time) on the Tender Offer
Expiration Date and (y) the thirtieth day following Company's receipt of written
notice  of such  damage  or  destruction  (such  receipt  of  written  notice by
Transferor to be promptly  thereafter  acknowledged),  terminate this Agreement,
whereupon  this  Agreement  will be null and void and the  parties  will have no
further rights or obligations hereunder.  Except as otherwise expressly provided
in the immediately preceding sentence,  Company shall proceed to Closing with no
reduction  in the  Transfer  Value  notwithstanding  any  damage or  destruction
occurring  with respect to the Real Estate Assets,  and Transferor  will deliver
and/or assign to Company on the Closing Date any insurance proceeds with respect
to such  damage or  destruction  to the extent  Transferor  is entitled to same;
provided that Company shall be afforded reasonable  opportunity by Transferor to
participate  in any  discussions  with third parties  relating to such insurance
proceeds  and  such  insurance  proceeds  shall  not  be  settled  or  otherwise
compromised   by  Transferor   without  the  approval  of  Company  (not  to  be
unreasonably withheld,  conditioned or delayed). Transferor shall notify Company
of any  damage  to or  destruction  of the Real  Estate  Assets  promptly  after
Transferor learns of the same.

          10.2  Condemnation.  In the event that any  portion of the Real Estate
Assets or access thereto is taken by eminent domain or  condemnation  proceeding
prior to the Tender Offer  Expiration  Date, and if such taking or  condemnation
would have,  individually or in the aggregate,  a Material Adverse Effect (after
giving effect to receipt of award  proceeds),  Company may by written  notice to
Transferor  actually  received by Transferor not later than the earlier to occur
of (x) 12:01 a.m.  (New York time) on the Tender Offer  Expiration  Date and (y)
the thirtieth day following  Company's  receipt of written notice of such damage
or  destruction  (such  receipt of written  notice by  Transferor to be promptly
thereafter  acknowledged),  terminate this  Agreement,  whereupon this Agreement
will be null and void and the parties will have no further rights or obligations
hereunder.  Except as otherwise expressly provided in the immediately  preceding
sentence,  Company  shall  proceed to Closing  with no reduction in the Transfer
Value  notwithstanding any taking or condemnation  occurring with respect to the
Real Estate Assets,  and Transferor will deliver and/or assign to Company on the
Closing Date any award with respect to such taking or condemnation to the extent
Transferor  is  entitled  to same;  provided  that  Company  shall  be  afforded
reasonable  opportunity  by Transferor to participate  in any  discussions  with
third  parties  relating to such  condemnation  proceeds  and such  condemnation
proceeds shall not be settled or otherwise compromised by Transferor without the
approval of Company (not to be unreasonably  withheld,  conditioned or delayed).
Transferor shall notify Company of any eminent domain or condemnation proceeding
in respect of the Real Estate Assets  promptly  after  Transferor  learns of the
same.

          10.3  Indemnity.  Each of Company and  Transferor  (in such  capacity,
"Indemnitor")  agrees to indemnify  and hold the other party (in such  capacity,
"Indemnitee")  harmless from and against any loss,  cost,  liability,  damage or
expense including,  without limitation,  reasonable attorneys' fees and costs in
all trial and appellate  proceedings  ("Losses") incurred in connection with any
claim by a third party,  including,  without  limitation,  any current or former
shareholder,  director,  officer,  employee or agent of  Transferor (a "Claim"),
made, or arising out of (x) in the case of Company (as Indemnitor),  the Assumed
Liabilities  or any  failure  by  Company  for any  reason to pay,  perform  and
discharge  any  Assumed  Liabilities,  or (y)  in the  case  of  Transferor  (as
Indemnitor) the Excluded Liabilities or any failure by Transferor for any reason
to pay, perform or discharge any Excluded Liabilities.

          Within  not more  than ten (10) days  after  the date  upon  which the
Indemnitee  receives a complaint  filed against it or a formal written demand of
it,  the  Indemnitee  will  deliver  written  notice (a "Claim  Notice")  to the
Indemnitor,  describing in reasonable detail the facts giving rise to such Claim
and stating that the Indemnitee intends to seek  indemnification  for such Claim
from the Indemnitor  pursuant to this  Agreement.  The Indemnitor  will have the
right  to  settle  all  Claims  upon  terms  and  conditions  acceptable  to the
Indemnitor,  provided that (i) such settlement includes an unconditional release
of the  Indemnitee  from all liability  with respect to such Claim and (ii) such
settlement  does  not  involve  the  imposition  of  equitable  remedies  or the
imposition of any material  obligations on the  Indemnitee  other than financial
obligations for which the Indemnitee will be indemnified hereunder.

          Upon timely receipt of a Claim Notice from the Indemnitee with respect
to any Claim,  the Indemnitor may assume the defense thereof with counsel of the
Indemnitor's choice reasonably  satisfactory to the Indemnitee,  and will not be
required  to  engage  more than one law firm to  defend  the Claim in  question,
provided that such counsel is reasonably  approved in writing by the Indemnitee,
and  without  regard to whether  such  counsel  also  represents  Indemnitor  in
defending such Claim.  The Indemnitee will cooperate in all reasonable  respects
in such defense.  Subject to the foregoing duty of  cooperation,  the Indemnitee
will have the right to employ  separate  counsel  in any  action or Claim and to
participate  in the  defense  thereof,  provided  that the fees and  expenses of
counsel  employed by the Indemnitee  will be at the  Indemnitee's  sole cost and
expense, except as otherwise herein provided.

          If the Indemnitor does not notify the Indemnitee in writing within ten
(10)  days  after  receipt  of a Claim  Notice  that the  Indemnitor  elects  to
undertake  the  defense  thereof,  the  Indemnitee  will have the right,  at the
expense of the Indemnitor,  to defend the Claim with counsel of the Indemnitee's
choice.

          The parties hereto acknowledge that the law firm defending a Claim may
have an inherent  conflict of interest where the Indemnitor and Indemnitee  have
not  agreed  upon  the  Indemnitee's   right  to   indemnification.   Therefore,
notwithstanding  any provision herein to the contrary,  unless an Indemnitor has
acknowledged  in  writing  its  obligation  to  indemnify  the  Indemnitee,  the
Indemnitor  will,  and will  cause the law firm  defending  the Claim to, at all
times keep the Indemnitee fully advised of the status of settlement negotiations
and/or defense of the Claim,  and promptly  provide to the Indemnitee  copies of
all  documents and  correspondence  related to the Claim.  If, at any time,  the
Indemnitee  believes in good faith that the law firm  defending the Claim is not
fairly representing the Indemnitee's  position with respect to such Claim and/or
is  prejudicing  the   Indemnitee's   rights  with  respect  to  the  Claim  for
indemnification,  the Indemnitee may, at the Indemnitor's  sole expense,  retain
separate counsel of the Indemnitee's  choice,  and such separate counsel will be
entitled  fully to  participate  in the  defense  of such Claim on behalf of the
Indemnitee.

          The  Indemnitee  will  cooperate  fully with the  Indemnitor as to all
Claims,  will make  available to the  Indemnitor  as  reasonably  requested  all
information,  records and documents relating to all Claims and will preserve all
such information, records and documents until final, nonappealable resolution of
any  Claim.  The  Indemnitee  will also make  available  to the  Indemnitor,  as
reasonably  requested,  its personnel  (including  technical),  agents and other
representatives  who are responsible  for preparing or maintaining  information,
records or other documents, or who may have particular knowledge with respect to
any Claim.  The Indemnitee will also cooperate with the Indemnitor in attempting
to minimize the Losses subject to  indemnification  by considering in good faith
any request to pursue,  and/or assign to Indemnitor,  any rights of contribution
or to reimbursement, whether contractual or otherwise.

          Section 11. Special Environmental Indemnity.

          11.1  Environmental  Liabilities.  Upon  completion  of the Merger and
notwithstanding  any other  provision  of this  Agreement to the  contrary,  the
Surviving  Corporation  hereby  agrees to  indemnify,  hold  harmless and defend
Company from and against any and all claims (including  without limitation third
party claims for personal injury or real or personal property  damage),  losses,
damages,  liabilities,  fines, penalties,  charges,  administrative and judicial
proceedings  (including informal  proceedings) and orders,  judgments,  remedial
action,  requirements,  enforcement  actions of any kind, and all reasonable and
documented costs and expenses  incurred in connection  therewith  (including but
not limited to reasonable and documented  attorneys' and/or paralegals' fees and
expenses),  including, but not limited to, all costs incurred in connection with
any  investigation  or monitoring of site conditions or any clean-up,  remedial,
removal or restoration work by any federal,  state or local  government  agency,
arising in whole or in part, out of:

               (a) the presence on or under any of the Real Estate Assets of any
Hazardous  Materials,  or any releases or discharges of any Hazardous  Materials
on, under, from or onto any of the Real Estate Assets,

               (b) any activity,  including,  without limitation,  construction,
carried on or undertaken on or of any of the Real Estate Assets,  and whether by
the Surviving Corporation or any predecessor in title or any employees,  agents,
contractors or subcontractors of the Surviving Corporation or any predecessor in
title,  or any  other  Persons,  in  connection  with the  handling,  treatment,
removal,  storage,  decontamination,  clean-up,  transport  or  disposal  of any
Hazardous  Materials that at any time are located or present on or under or that
at any time migrate,  flow, percolate,  diffuse or in any way move onto or under
any of the Real Estate Assets,

               (c)  loss  of or  damage  to  any  property  or  the  environment
(including, without limitation,  clean-up costs, response costs, remediation and
removal costs, cost of corrective action,  costs of financial  assurance,  fines
and penalties and natural resource  damages),  or death or injury to any Person,
and all expenses  associated with the protection of wildlife,  aquatic  species,
vegetation,  flora and fauna, and any mitigative action required by or under any
Environmental Law,

               (d)  any   claim   concerning   lack  of   compliance   with  any
Environmental  Law, or any act or omission  causing an  environmental  condition
that requires remediation or would allow any Governmental  Authority to record a
Lien on the land records, or

               (e) any residual contamination on or under any of the Real Estate
Assets,  or affecting any natural  resources,  and to any  contamination  of any
property or natural  resources  arising in connection with the generation,  use,
handling,  storage,  transport or disposal of any such Hazardous Materials,  and
irrespective  of whether any of such  activities  were or will be  undertaken in
accordance with applicable  laws,  regulations,  codes and ordinances (any claim
arising  out of the  events set forth in  subsections  (a)  through  (e) of this
Section 11.1 being an "Environmental Claim").

It is expressly  understood  and agreed that the  indemnity  provided for herein
shall  survive  the  expiration  or  termination  of and shall be  separate  and
independent from any remedy under this Agreement.

               11.2  Proceedings  in Respect of Claims.  (a) With respect to any
amount that the Surviving  Corporation  is requested by Company to pay by reason
of Section 11.1, Company shall, if so requested by the Surviving Corporation and
prior to any  payment,  submit  such  additional  information  to the  Surviving
Corporation as the Surviving  Corporation may reasonably request and which is in
the possession of Company to substantiate the requested payment.

          (b) In case any action,  suit or proceeding  shall be brought  against
Company,  Company  shall  promptly  notify  the  Surviving  Corporation  of  the
commencement  thereof, and the Surviving  Corporation shall be entitled,  at its
expense,  to participate  in, and, to the extent that the Surviving  Corporation
desires  to,  assume  and  control  the  defense  thereof,  but only to that the
Surviving Corporation shall have acknowledged in writing its obligation to fully
indemnify Company in respect of such action,  suit or proceeding.  The Surviving
Corporation  shall keep Company fully apprised of the status of such action suit
or proceeding  and shall provide  Company with all  information  with respect to
such  action  suit or  proceeding  as  Company  shall  reasonably  request.  The
Surviving Corporation shall not be entitled to assume and control the defense of
any such  action,  suit or  proceeding  if and to the  extent  that,  (A) in the
reasonable opinion of Company,  (x) such action, suit or proceeding involves any
risk of imposition  of criminal  liability or any risk of imposition of material
civil  liability  on  Company  or will  involve  a  material  risk of the  sale,
forfeiture  or loss of, or the creation of any Lien on any Real Estate Assets or
any  part  thereof  unless,  in the  case  of  civil  liability,  the  Surviving
Corporation  shall have posted a bond or other security  satisfactory to Company
in respect to such risk or (y) the control of such  action,  suit or  proceeding
would  involve  an  actual  or  potential  conflict  of  interest,  or (B)  such
proceeding  involves claims not fully  indemnified by the Surviving  Corporation
which the Surviving  Corporation  and Company have been unable to sever from the
indemnified claim(s).  Company may participate in a reasonable manner at its own
expense and with its own counsel in any  proceeding  conducted by the  Surviving
Corporation in accordance with the foregoing.  The Surviving  Corporation  shall
not  enter  into  any  settlement  or  other  compromise  with  respect  to  any
Environmental  Claim which is entitled to be indemnified  under Sections 11.1 or
11.2 without the prior  written  consent of Company  which  consent shall not be
unreasonably  withheld  in the  case  of a money  settlement  not  involving  an
admission  of liability of Company;  provided,  however,  that in the event that
Company withholds  consent to any settlement or other compromise,  the Surviving
Corporation  shall not be required to indemnify  Company under  Sections 11.1 or
11.2 to the extent that the applicable Environmental Claim (x) is for legal fees
and expenses  incurred after the date of the proposed  settlement or (y) results
in a judgment in excess of such offered money settlement.

          Company shall at the expense of the Surviving  Corporation  supply the
Surviving  Corporation with such information and documents  reasonably requested
by the  Surviving  Corporation  as are  necessary or advisable for the Surviving
Corporation  to  participate  in any action,  suit or  proceeding  to the extent
permitted by Sections 11.1 or 11.2.  Company shall not enter into any settlement
or other compromise with respect to any Environmental Claim which is entitled to
be indemnified  under Sections 11.1 or 11.2 without the prior written consent of
the Surviving  Corporation,  which consent shall not be  unreasonably  withheld,
unless Company  waives its right to be  indemnified  under Sections 11.1 or 11.2
with respect to such Environmental Claim.

          Upon  payment  in full of any  Environmental  Claim  by the  Surviving
Corporation  pursuant to Sections  11.1 or 11.2 to or on behalf of Company,  the
Surviving  Corporation,  without any further action,  shall be subrogated to any
and all claims that  Company  may have  relating  thereto  (other than claims in
respect of insurance  policies  maintained by Company at its own  expense),  and
Company shall execute such instruments of assignment and conveyance, evidence of
claims and payment and such other  documents,  instruments and agreements as may
be  necessary  to preserve  any such  claims and  otherwise  cooperate  with the
Surviving  Corporation  and give such  further  assurances  as are  necessary or
advisable to enable the Surviving Corporation vigorously to pursue such claims.

          (c) Any amount  payable to Company  pursuant to Sections  11.1 or 11.2
shall be paid to Company promptly upon receipt of a written demand therefor from
Company,  accompanied by a written statement describing in reasonable detail the
basis for such  indemnity and the  computation  of the amount so payable and, if
requested by the Surviving Corporation,  such determination shall be verified by
a nationally recognized  independent  accounting firm mutually acceptable to the
Surviving  Corporation and Company at the expense of the Surviving  Corporation;
provided,  however, that if the Surviving Corporation has assumed the defense of
the related  Environmental  Claim or is paying the costs of Company's defense of
the related claim on an ongoing basis,  the Surviving  Corporation  shall not be
required to pay such amount to Company  until such time as a judgment is entered
with respect to such Environmental Claim, the enforcement of which is not stayed
or which  judgment is not bonded over, or the  Environmental  Claim is otherwise
settled or lost. To the extent the Surviving  Corporation  suffers any losses or
damages as a result of Company's  failure to provide the  Surviving  Corporation
with prompt notice of the commencement of any action, suit or proceeding against
Company in accordance  with the first  sentence of the second  paragraph of this
Section  11.2,  the amounts of such losses or damages may be offset  against the
Surviving Corporation's indemnification obligation to Company.

          11.3  Assignment  of  Indemnity.  The  obligations  of  the  Surviving
Corporation  under this Section 11 may be assigned to the Buyer (as such term is
defined  in the  Purchase  and Sale  Agreement).  Upon  such  assignment  by the
Surviving  Corporation and the express assumption of this Special  Environmental
Indemnity by Buyer (each on terms satisfactory to Company), Company will release
the  Surviving  Corporation  from  any  obligations  under  this  Section  11 by
execution  of a release in form and  substance  reasonably  satisfactory  to the
Surviving Corporation.

          Section 12. Miscellaneous.

          12.1 Litigation. In the event of any litigation between Transferor and
Company  concerning the terms of this  Agreement,  the prevailing  party will be
entitled  to  reimbursement  of its costs  and  expenses,  including  reasonable
attorneys' fees incurred in trial, appellate and post-judgment proceedings.  The
provisions of this Section 12.1 will survive Closing,  expiration or termination
of this Agreement.

          12.2  Escrow  Obligations  of Escrow  Agent.  Transferor  and  Company
acknowledge that Escrow Agent  undertakes  hereunder to perform only such duties
as are expressly set forth herein and no implied duties or  obligations  will be
inferred  against Escrow Agent.  The Transfer Value and the other Escrowed Items
will be held and disbursed by Escrow Agent as follows:

          (a)  Escrow  Agent  may  (i)  act in  reliance  upon  any  writing  or
     instrument  or signature  which it, in good faith,  believes to be genuine,
     (ii)  assume the  validity  and  accuracy  of any  statement  or  assertion
     contained in such a writing or instrument  and (iii) assume that any person
     purporting to give any writing, notice, advice or instruction in connection
     with the provisions hereof has been duly authorized to do so.

          (b) Transferor and Company agree, jointly and severally,  to indemnify
     and hold  harmless  Escrow  Agent  from  and  against  any and all  claims,
     liabilities,  losses, actions, suits or proceedings at law or in equity, or
     any other expenses,  fees or charges of any character or nature whatsoever,
     which Escrow Agent may incur or with which it may be  threatened  solely by
     reason of its  acting  as  escrow  agent  hereunder,  except to the  extent
     resulting  from  Escrow  Agent's  gross  negligence,  fraud or  intentional
     misconduct;  and in connection therewith, to indemnify Escrow Agent against
     any and all expenses,  including reasonable attorneys' fees and the cost of
     defending any action, suit or proceedings or resisting any claim; provided,
     however,  that if such  expenses are incurred by Escrow Agent in connection
     with litigation  between  Transferor and Company,  the  responsibility  for
     indemnifying  Escrow  Agent for such  expenses  will  belong  solely to the
     non-prevailing party.

          (c) Escrow Agent will not make any  disbursement of the Transfer Value
     (except,  in each case as set forth in succeeding  subsection  (d)) without
     giving written notice to the party which will not receive the  disbursement
     at least ten (10) Business Days in advance of the disbursement. The failure
     of the party not receiving the  disbursement  to object (on or prior to the
     seventh day after  receipt of such notice) to the  disbursement  by written
     notice to the  other  party and to Escrow  Agent  will  constitute  binding
     acquiescence  of  such  party  to  the   disbursement.   If  there  is  any
     disagreement  about  the  interpretation  of this  Agreement,  or about the
     rights and  obligations,  or the propriety,  of any action  contemplated by
     Escrow Agent hereunder, or if Escrow Agent shall have received inconsistent
     instructions  as to the  disbursement  of the Transfer  Value except as set
     forth in  succeeding  subsection  (d),  Escrow  Agent will not disburse the
     Transfer  Value and will file an action in  interpleader  to  resolve  such
     disagreement  or  inconsistency,  as the case may be.  Escrow Agent will be
     indemnified  (by  Transferor  or Company,  whichever is the  non-prevailing
     party) as set forth in the foregoing subsection (b) in connection with such
     interpleader  action,  and will be fully  protected in suspending  all or a
     part of its activities  under this Agreement  until a final judgment in the
     interpleader action is received.

          (d)  Notwithstanding  anything to the  contrary set forth in foregoing
     subsection  (c)  or  elsewhere  in  this  agreement   (including,   without
     limitation, receipt of inconsistent instructions from Transferor or Company
     as to the  disbursement of any Escrowed Item),  Escrow Agent shall take the
     following actions:  (i) upon receipt of all Escrowed Items specified in the
     joint direction letter  described in Section 7.7 hereof,  Escrow Agent will
     promptly (and in any event,  within one Business Day) notify Transferor and
     Company of such receipt of all Escrowed Items,  (ii) immediately  following
     the filing by Escrow  Agent of the  Articles of Merger with  respect to the
     Merger with the  Department of State of the State of Florida or the receipt
     of notice by Escrow Agent that such filing has occurred, Escrow Agent shall
     deliver  the  Escrowed  Items to the  party  entitled  to same  (including,
     without limitation, delivery of the Transfer Value to Transferor or to such
     account as Transferor  may  designate) as set forth in the joint  direction
     letter described in Section 7.7 hereof, (iii) immediately following receipt
     of written  notice from  Transferor or Company that this Agreement has been
     terminated  pursuant  to Section 9.1 hereof,  the  Escrowed  Items shall be
     promptly  delivered  by  Escrow  Agent to the party  which  had  previously
     deposited same with Escrow Agent and (iv) immediately  following receipt of
     written notice from Company that the Tender Offer  Expiration  Date did not
     occur on or prior to the third  Business Day after the Escrow Closing Date,
     the Escrowed Items shall be promptly delivered by Escrow Agent to the party
     which had previously delivered same with Escrow Agent.

          (e) Escrow  Agent may consult  with counsel of its own choice and will
     have full and complete authorization and protection for any action taken or
     suffered by it hereunder in good faith and in  accordance  with the opinion
     of such counsel. Escrow Agent otherwise will not be liable for any mistakes
     of fact or error of  judgment,  or for any  acts or  omissions  of any kind
     unless caused by its willful misconduct or gross negligence.

          (f) Escrow Agent may resign upon 15 days' written notice to Transferor
     and Company,  and if a successor  title agent is not appointed  within such
     15-day period, Escrow Agent may petition a court of competent  jurisdiction
     to name a successor.

          12.3 Notices.  All notices,  requests,  demands,  claims,  waivers and
other  communications  required or  permitted  to be given under this  Agreement
shall be in writing and shall be deemed to have been duly given if  delivered in
person or mailed,  certified or registered mail with postage prepaid, or sent by
telecopier and courier service for next Business Day delivery, as follows:

          (a) if to Transferor, to it at:

          Echelon International Corporation
          450 Carillon Parkway, Suite 200
          St. Petersburg, Florida 33716
          Facsimile: (727) 803-8203

          Attention: Darryl A. LeClair

          with a copy to:

          Echelon International Corporation
          450 Carillon Parkway, Suite 200
          St. Petersburg, Florida 33716
          Facsimile: (727) 803-8203

          Attention: Susan Glatthorn Johnson, Esq.

          with a copy to:

          White & Case LLP
          1155 Avenue of the Americas
          New York, New York 10036
          Facsimile: (212) 354-8113

          Attention: William F. Wynne, Jr., Esq.

          and a copy to:

          EIN Acquisition Corp.
          950 Third Avenue
          New York, New York 10022
          Facsimile: (212) 688-7908

          Attention: James Haber

          with a copy to:

          Brown Raysman Millstein Felder and Steiner LLP
          120 West 45th Street
          New York, New York 10036
          Facsimile: (212) 840-2429

          Attention: Robert M. Unger, Esq.

          (b)  if to Company, to it at:

          Heller Affordable Housing of Florida, Inc.
          500 West Monroe Street
          Chicago, Illinois 60661
          Facsimile: (312) 441-7119

          Attention: John Petrovksi

          and a copy to:

          Heller Financial
          111 West 50th Street
          New York, New York 10020
          Facsimile: (212) 586-3017

          Attention: Mark Hirschhorn

          with a copy to:

          Winston & Strawn
          200 Park Avenue
          New York, New York 10166
          Facsimile: (212) 294-4700

          Attention: Robert W. Ericson, Esq.

          with a copy to:

          Equis Financial Group
          1 Canterbury Green, 8th Floor
          Stamford, Connecticut 06901
          Facsimile: (203) 363-0861

          Attention: James A. Coyne

          and a copy to:

          Steel Hector & Davis LLP
          200 South Biscayne Blvd.
          Miami, Florida 33131
          Facsimile: (305) 577-7001

          Attention: Thomas V. Eagan, P.A.

          (c) if to Escrow Agent, to it at:

          LandAmerica Financial Group
          3922 Coconut Palm Drive, Suite 102
          Tampa, Florida 33619
          Facsimile: (813) 740-0595

          Attention: Juanita M. Shuster

or to such  other  Person or  address  as any party  shall  specify by notice in
writing  to each of the other  parties.  All such  notices,  requests,  demands,
waivers and communications  shall be deemed to have been received on the date of
delivery  unless if mailed,  in which case on the third  Business  Day after the
mailing  thereof  except  for a notice of a change of  address,  which  shall be
effective only upon receipt thereof.

          12.4 Entire Agreement. This Agreement and the exhibits,  schedules and
other documents  referred to herein or delivered  pursuant hereto,  collectively
contain  the entire  understanding  of the parties  hereto  with  respect to the
subject  matter   contained  herein  and  supersede  all  prior  agreements  and
understandings, oral and written, with respect thereto.

          12.5 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the parties hereto,  and their respective  successors and
permitted assigns; and no third party shall have any rights, privileges or other
beneficial  interests  herein or  hereunder.  Company  shall not be  entitled to
assign  this  Agreement  or any of its  rights,  duties or  interests  herein or
hereunder to any other  Person;  provided,  however,  that Company may, not less
than five Business Days prior to the Closing Date,  designate one or more of its
wholly-owned subsidiaries or affiliates controlled by it to be the transferee of
one or more Assets and/or the Assumed  Liabilities,  in each case so long as (x)
such transfer,  assignment or assumption does not impose any incremental  burden
on  Transferor  under  this  Agreement  or  delay  (or  otherwise   impede)  the
consummation of the transactions  contemplated by this Agreement and (y) Company
remains liable to Transferor for all of its  obligations  hereunder with respect
to  the  Assumed  Liabilities  notwithstanding  such  transfer,   assignment  or
assumption.

          12.6 Headings.  The  descriptive  headings of the several  Sections of
this  Agreement are inserted for  convenience  only, do not constitute a part of
this Agreement and shall not affect in any way the meaning or  interpretation of
this Agreement.

          12.7 Applicable  Law. This Agreement and the legal  relations  between
the parties  hereto shall be governed by and  construed in  accordance  with the
laws of the State of New York,  without  regard to the  conflict  of laws  rules
thereof.

          12.8  Severability.  If any term,  provision,  covenant or restriction
contained  in this  Agreement is held by a court of  competent  jurisdiction  or
other  authority to be invalid,  void,  unenforceable  or against its regulatory
policy,  the  remainder of the terms,  provisions,  covenants  and  restrictions
contained in this  Agreement  shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

          12.9   Counterparts.   This  Agreement  may  be  executed  in  several
counterparts,  each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument.

          12.10 No Waiver of Default. No waiver by a party of any breach of this
Agreement or of any warranty or representation hereunder by the other party will
be  deemed  to be a waiver of any other  breach  by such  other  party  (whether
preceding or succeeding and whether or not of the same or similar  nature),  and
no acceptance of payment or performance by a party after any breach by the other
party  will be deemed to be a waiver of any breach of this  Agreement  or of any
representation  or warranty  hereunder by such other  party,  whether or not the
first  party  knows  of such  breach  at the time it  accepts  such  payment  or
performance. No failure or delay by a party to exercise any right it may have by
reason of the default of the other party will  operate as a waiver of default or
modification  of this Agreement or will prevent the exercise of any right by the
first party while the other party continues so to be in default.

          12.11  Confidentiality.  It is agreed that (x) Transferor will, at all
times,  keep  in  strict  confidence  all  non-public  information  (other  than
information  made public as a result of a breach of its obligations  pursuant to
this Section 12.11) obtained by it with respect to Company and/or the Assets and
(y)  Company  will,  at all  times  prior to the  Closing  Date,  keep in strict
confidence all non-public  information  (other than information made public as a
result of a breach of its  obligations  pursuant to this Section 12.11) obtained
by it  with  respect  to  Transferor  pursuant  to or in  connection  with  this
Agreement or any  confidentiality  agreement  executed by Company related to the
Assets  (including all  information  obtained by such Person with respect to the
tenants and other occupants of any of the Real Estate Assets and all information
attached  hereto with respect to the Mortgage Loans and the Assumed Debt).  Each
of Transferor and Company agrees to instruct its agents, employees, advisers and
consultants  to  comply  with  the  provisions  of this  Section  12.11  and any
confidentiality    agreement   executed   in   connection   with   the   Assets.
Notwithstanding  the foregoing,  each of Transferor and Company may disclose any
such non-public information obtained by it to its directors,  bankers, advisors,
attorneys,  accountants  and agents so long as such parties agree in writing for
the benefit of the other parties hereto to keep the information  confidential in
accordance with the terms of this Section 12.11. In addition, each of Transferor
and Company may disclose any such  non-public  information as may be required by
law.  If the  transfer  of the  Assets  contemplated  by this  Agreement  is not
completed for any reason,  Company will,  upon request of  Transferor,  promptly
return to Transferor all  instruments and materials or copies of instruments and
materials  delivered pursuant hereto and obtained by Company.  The provisions of
this Section 12.11 will survive any termination of this Agreement.

          12.12 Recourse  Limited.  Notwithstanding  anything to the contrary in
this Agreement,  neither any present or future constituent shareholder,  member,
partner,  officer,  director,  employee or agent of the parties hereto or of any
corporation,  limited  liability company or partnership that is the owner of any
equity  interest in the parties  hereto will be personally  liable,  directly or
indirectly,  under  or in  connection  with  this  Agreement,  or any  document,
instrument or certificate securing or otherwise executed in connection with this
Agreement,  or any amendments or  modifications  to any of the foregoing made at
any time or  times,  heretofore  or  hereafter,  or in  respect  of any  matter,
condition, injury or loss related to this Agreement or the Assets (provided that
Echelon  shall be so liable to the  extent  Echelon  constitutes  the  holder of
equity  interests  in its  Subsidiaries);  and  each  party  hereto  (and  their
respective successors and assigns) waives any such personal liability.

          12.13  Business Day. If any date herein set forth for the  performance
of any obligations by Transferor or for the delivery of any instrument or notice
as herein  provided should be on a day other than a Business Day, the compliance
with  such  obligations  or  delivery  will be  deemed  acceptable  on the  next
occurring Business Day.

          12.14  Recordation.  Company and  Transferor  agree that  neither this
Agreement nor any memorandum hereof will be recorded in any public records,  and
that any such  recording  would  constitute  a default  subject to  Section  9.1
hereof.

          12.15 Jury Waiver.  IN ANY CIVIL ACTION,  COUNTERCLAIM  OR PROCEEDING,
WHETHER AT LAW OR IN EQUITY,  WHICH ARISES OUT OF, CONCERNS,  OR RELATES TO THIS
AGREEMENT, AND ANY AND ALL TRANSACTIONS  CONTEMPLATED HEREUNDER, THE PERFORMANCE
HEREOF, OR THE RELATIONSHIP CREATED HEREBY, WHETHER SOUNDING IN CONTRACT,  TORT,
STRICT  LIABILITY  OR  OTHERWISE,   TRIAL  WILL  BE  TO  A  COURT  OF  COMPETENT
JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL  COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.  NEITHER PARTY HAS
MADE OR RELIED UPON ANY ORAL  REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING
THE  ENFORCEABILITY  OF THIS PROVISION.  EACH PARTY HAS READ AND UNDERSTANDS THE
EFFECT OF THIS JURY WAIVER PROVISION.

          12.16 Public  Announcements.  At all times prior to the Closing  Date,
Transferor,  on the one hand, and Company,  on the other hand,  agree to consult
promptly with each other prior to issuing any press release or otherwise  making
any public statement with respect to the transactions contemplated hereby (other
than for the Schedule 14D-1, the Schedule 14D-9 and any other public filing made
in connection with the transactions  contemplated by the Merger Agreement),  and
shall not issue any such press release or make any such public  statement  prior
to such  consultation and review by the other party of a copy of such release or
statement;  provided,  that (x) a party may,  without  the prior  consent of any
other  party,  issue a press  release or make such  public  statement  as may be
required  by law or any  rule  of or  agreement  with  any  national  securities
exchange or  automated  quotation  system to which such party is subject and (y)
subject to Transferor's obligations under the Merger Agreement,  Transferor will
give  Company  and its counsel the  opportunity  to review and comment  upon the
Schedule  14D-1,  the  Schedule  14D-9  and  any  other  public  filing  made in
connection with the  transactions  contemplated by the Merger Agreement but only
to the extent that same  directly  relates to the  identity and  description  of
Company or to the  description  of the  principal  terms and  conditions of this
Agreement.

          12.17 Radon Gas. Radon is a naturally occurring  radioactive gas that,
when it has  accumulated  in a building in  sufficient  quantities,  may present
health  risks to persons  who are exposed to it over time  ("Radon").  Levels of
Radon that exceed federal and state  guidelines  have been found in buildings in
Florida.  Additional  information  regarding  Radon  and  Radon  testing  may be
obtained from the local county public health unit. The matters set forth in this
Section 12.17 shall constitute an exception to the  representation  and warranty
of Transferor set forth in Section 3.6 hereof.

          12.18  Bulk  Sales  Law  Waiver.  Each  party  hereto  agrees to waive
compliance by the other with the  provisions of the bulk sales law or comparable
law of any  jurisdiction  to the extent that the same may be  applicable  to the
transactions contemplated hereby.

          12.19 Knowledge. When any representation or warranty contained in this
Agreement is expressly qualified by the knowledge of Transferor or Echelon, such
knowledge means the actual  knowledge of Darryl A. LeClair,  W. Michael Doramus,
Julio A. Maggi, Larry J. Newsome,  Susan G. Johnson,  J. Mark Stroud,  Thomas D.
Wilson, Antonia P. Williams, Timothy S. Tinsley or K. Brent Little.

          12.20  Amendments,   Modifications  and  Supplements.  This  Agreement
(including  all  Schedules  and Exhibits  thereto) may be amended,  modified and
supplemented only in writing executed by the parties hereto.

          12.21 Representations and Warranties.  The respective  representations
and warranties of Transferor,  on the one hand, and Company,  on the other hand,
contained  herein or in any certificates or other documents  delivered  pursuant
hereto  shall not be deemed  waived or otherwise  affected by any  investigation
made by any party. Except as expressly provided in Section 8 hereof (and, in the
case of  Company,  Sections  4.5,  4.6 and 4.9  hereof),  each  and  every  such
representation   and  warranty   shall  expire  with,   and  be  terminated  and
extinguished by, the Escrow Closing Date and thereafter  neither  Transferor nor
Company  shall  be under  any  liability  whatsoever  with  respect  to any such
representation  or  warranty.  Furthermore,   notwithstanding  anything  to  the
contrary (express or implied) set forth herein (other than Section 8 hereof), in
the  case  of any  breach  by  Transferor  of any  of  its  representations  and
warranties,  Company's sole right shall be the exercise (if it is entitled to do
so) of its right of termination pursuant to Section 9.1(f) hereof (and Company's
sole  remedies in  connection  therewith  shall be those  expressly set forth in
Section 9.2 hereof) and Transferor shall not at any time (whether before,  on or
after the  Escrow  Closing  Date) have any  further  liability  whatsoever  with
respect to any such breach of its representations  and warranties.  This Section
12.21 shall have no effect  upon any other  obligation  of the  parties  hereto,
whether to be performed before or after the Closing Date.

          12.22  Performance  and  Discharge.  The  acceptance by Company of the
agreements,  instruments  and other  documents  contemplated  in this  Agreement
conveying  title to, or  assigning  Transferor's  rights and  interests  in, the
Assets shall be deemed to be a full performance and discharge of every agreement
and obligation on the part of Transferor to be performed  under this  Agreement,
except those, if any, where are herein  specifically  stated to survive delivery
of such agreements, instruments and other documents.

          12.23  Section  351 of the Code.  Each party  hereto  agrees that this
Agreement and the transactions contemplated thereby shall be taxed in accordance
with  Section  351 of the Code and that  such  party  will file  applicable  Tax
Returns to reflect such treatment.


                            [SIGNATURE PAGE FOLLOWS]


<PAGE>

          IN  WITNESS  WHEREOF,   the  parties  have  caused  this  Subscription
Agreement to be executed on the date(s) hereinafter set forth.

                              ECHELON INTERNATIONAL CORPORATION,
                              a Florida corporation

                              By:  /s/ Larry J. Newsome
                              Name:  Larry J. Newsome
                              Title: Senior Vice  President and Chief  Financial
                                     Officer
                              Date:  January 21, 2000


                              ECHELON DEVELOPMENT CORPORATION,
                              a Florida corporation

                              By: /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date: January 21, 2000


                              SOUTH CORE COMMERCIAL, INC.,
                              a Florida corporation

                              By: /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date: January 21, 2000


                              SOUTH CORE PARKING, INC.,
                              a Florida corporation

                              By: /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President
                              Date: January 21, 2000


                              ECHELON AT CARILLON ONE, INC.,
                              a Florida corporation

                              By: /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date: January 21, 2000


                              ECHELON AT NORTHLAKE, INC.,
                              a Florida corporation

                              By: /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date: January 21, 2000


                              ECHELON AT THE RESERVE, INC.,
                              a Florida corporation

                              By: /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date: January 21, 2000


WITNESSED BY:                 ECHELON AFFORDABLE HOUSING, INC.,
                              a Florida corporation
/s/ J. Jordan Urstadt
Name: J. Jordan Urstadt       By:  /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
/s/ Abe Abraham               Title: Senior Vice President and Treasurer
Name:  Abe Abraham            Date:  January 21, 2000

<PAGE>

WITNESSED  BY:                BAYBRIDGE   APARTMENTS,   LTD.,  a Florida Limited
                              Partnership

/s/ J. Jordan Urstadt
Name:  J. Jordan Urstadt      By: Echelon General Partner Affordable Housing,
                                  Inc., a Florida Corporation, its general
                                  partner

/s/ Abe Abraham               By: /s/ James R. Hobbs, Jr.
Name:  Abe Abraham            Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date:  January 21, 2000


WITNESSED BY:                 200 CARILLON, L.L.C., a Delawrare Limited
                              Liability Company

/s/ J. Jordan Urstadt         By: Echelon at Carillon Two, Inc., a Florida
Name:  J. Jordan Urstadt      Corporation, its managing member

/s/ Abe Abraham               By: /s/ James R. Hobbs, Jr.
Name:  Abe Abraham            Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date:  January 21, 2000


<PAGE>

                              SOUTH GARNETT RESIDENTIAL LIMITED  PARTNERSHIP,  a
                              Texas Limited Parntership

                              By: Echelon  General  Partner,   Inc.,  a  Florida
                                  Corporation, its general partner

                              By: /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date:  January 21, 2000
                              RESIDENTIAL  98TH MEMORIAL CREEK TURNPIKE  LIMITED
                              PARTNERSHIP, a Texas Limited Partnership

                              By:  Echelon  General  Partner,  Inc.,  a  Florida
                              Corporation, its general partner

                              By: /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date:  January 21, 2000


WITNESSED BY:                 MISSION RANCH LIMITED PARTNERSHIP, a Texas Limited
                                Partnership

/s/ J. Jordan Urstadt         By: Echelon General Partner, Inc., a Florida
Name:  J. Jordan Urstadt          Corporation, its general partner

/s/ Abe Abraham
Name:  Abe Abraham            By: /s/ James R. Hobbs, Jr.
                              Name:  James R. Hobbs, Jr.
                              Title: Senior Vice President and Treasurer
                              Date: January 21, 2000

<PAGE>

                              COMPANY:

WITNESSED BY:                 Heller Affordable Housing of Florida, Inc.

/s/ J. Jordan Urstadt
Name:  J. Jordan Urstadt      By: /s/ Michael H. Jahrmarkt
                              Name:  Michael J. Jahrmarkt
/s/ Abe Abraham               Title:  Executive Vice President
Name:  Abe Abraham            Date:  January 21, 2000

<PAGE>

          Escrow Agent hereby agrees to hold and disburse the Transfer Value and
the other Escrowed Items in accordance with and subject to the provisions of the
foregoing Subscription Agreement.


                              LANDAMERICA FINANCIAL GROUP


                              By: /s/ John S. Elzeer
                              Name:  John S. Elzeer
                              Title: Counsel
                              Date:  January 21, 2000