AGREEMENT AND PLAN OF MERGER


                                  BY AND AMONG


                                ETA HOLDING LLC,


                              EIN ACQUISITION CORP.


                                       AND


                        ECHELON INTERNATIONAL CORPORATION




                          Dated as of January 21, 2000



<PAGE>

                                TABLE OF CONTENTS


                                                                           Page

ARTICLE I
     THE OFFER.................................................................2
          1.01     The Offer...................................................2
          1.02     Company Actions.............................................4


ARTICLE II
     THE MERGER AND RELATED MATTERS............................................5
          2.01     The Merger..................................................5
          2.02     Effective Time..............................................5
          2.03     Effect of Merger............................................6
          2.04     Conversion of Stock.........................................6
          2.05     Dissenting Stock............................................6
          2.06     Surrender of Certificates...................................7
          2.07     Payment.....................................................8
          2.08     No Further Rights of Transfers..............................8
          2.09     Stock Option and Other Plans................................8
          2.10     Articles of Incorporation of the Surviving Corporation;
                     Use of "Echelon" Name.....................................9
          2.11     By-Laws of the Surviving Corporation.......................10
          2.12     Directors and Officers of the Surviving Corporation........10


ARTICLE III
     REPRESENTATIONS AND WARRANTIES...........................................10
          3.01  Representations and Warranties of the Company.................10
                (a)  Due Organization, Good Standing and Power................10
                (b)  Authorization and Validity of Agreement..................11
                (c)  Capitalization...........................................11
                (d)  Consents and Approvals; No Violations....................12
                (e)  Company Reports and Financial Statements.................13
                (f)  Absence of Certain Changes...............................14
                (g)  Title to Properties; Encumbrances........................14
                (h)  Compliance with Laws.....................................16
                (i)  Litigation...............................................16
                (j)  Employee Benefit Plans...................................16
                (k)  Taxes....................................................17
                (l)  Liabilities..............................................17
                (m)  Intellectual Properties..................................18
                (n)  Material Contracts.......................................18
                (o)  Broker's or Finder's Fee.................................18
                (p)  Environmental Laws and Regulations.......................18
                (q)  State Takeover Statutes..................................20
                (r)  Rights Agreement.........................................21
                (s)  Year 2000................................................21
                (t)  Opinion of Financial Advisor.............................21
                (u)  Disclosure...............................................21
                (v)  Distribution Agreement...................................21
          3.02  Representations and Warranties of Parent and Sub..............22
                (a) Due Organization; Good Standing and Corporate Power.......22
                (b) Authorization and Validity of Agreement...................22
                (c) Consents and Approvals; No Violations.....................22
                (d) Capitalization............................................23
                (e) Broker's or Finder's Fee..................................23
                (f) Financing.................................................23
                (g) Parent Not an Affiliated Shareholder......................23
                (h) Size of Person............................................24
                (i) Capital Contributions; Cash On Hand; Special Purpose
                      Entities................................................24
                (j) Going Concern; Solvency...................................24


ARTICLE IV
     COVENANTS................................................................24
          4.01  Access to Information Concerning Properties and Records;
                   Delivery of Financial Information..........................24
          4.02  Confidentiality...............................................25
          4.03  Conduct of the Business of the Company Pending the Effective
                   Date.......................................................25
          4.04  Shareholder Approval..........................................27
          4.05  Reasonable Best Efforts.......................................27
          4.06  No Solicitation of Other Offers...............................28
          4.07  Notification of Certain Matters...............................29
          4.08  HSR Act.......................................................30
          4.09  Employment Agreements.........................................30
          4.10  Directors' and Officers' Insurance; Indemnification...........30
          4.11  Guaranty of Performance.......................................31
          4.12  Financing; Capital; Capitalization; Solvency; Going Concern...31
          4.13  Rights Agreement..............................................31
          4.14  State Takeover Statutes.......................................32
          4.15  No Other Representations or Warranties........................32
          4.16  Insurance.....................................................32
          4.17  Closing Certificate...........................................32
          4.18  Preclearance of Articles of Merger............................33
          4.19  Merger of Surviving Corporation with and into Delaware Sub....33


ARTICLE V
     TERMINATION AND ABANDONMENT..............................................34
          5.01  Termination...................................................34
          5.02  Effect of Termination.........................................36


ARTICLE VI
     MISCELLANEOUS............................................................37
          6.01  Fees and Expenses.............................................37
          6.02  Representations and Warranties................................37
          6.03  Extension; Waiver.............................................37
          6.04  Public Announcements..........................................38
          6.05  Notices.......................................................38
          6.06  Entire Agreement..............................................39
          6.07  Binding Effect; Benefit; Assignment...........................39
          6.08  Amendment and Modification....................................39
          6.09  Further Actions...............................................40
          6.10  Headings......................................................40
          6.11  Counterparts..................................................40
          6.12  Applicable Law................................................40
          6.13  Severability..................................................40
          6.14  Certain Definitions...........................................40
          6.15  Transfer Taxes................................................41
          6.16  Waiver of Jury Trial..........................................41


          ANNEX A - Tender Offer Conditions
          EXHIBIT A - Form of Tax Credit LP Interest Purchase Agreement
          EXHIBIT B - Form of Purchase and Sale Agreement
          EXHIBIT C - Form of Subscription Agreement
          EXHIBIT D - Form of LandAmerica Escrow Agreement
          EXHIBIT E - Form of Rabobank Escrow Agreement
          EXHIBIT F - Form of Closing Certificate(including Schedule A thereto)
          SCHEDULE I - Insurance Coverage
<PAGE>

                          AGREEMENT AND PLAN OF MERGER


          AGREEMENT  AND PLAN OF  MERGER,  dated as of  January  21,  2000 (this
"Agreement"), by and among ETA HOLDING LLC, a Delaware limited liability company
("Parent"),   EIN  ACQUISITION  CORP.,  a  Florida   corporation  and  a  direct
wholly-owned   subsidiary   of  Parent   ("Sub"),   and  ECHELON   INTERNATIONAL
CORPORATION, a Florida corporation (the "Company").

          WHEREAS,  the  respective  Boards of Directors of Parent,  Sub and the
Company have approved the  acquisition of the Company's  capital stock by Parent
on the terms and conditions set forth herein;

          WHEREAS, in contemplation thereof, it is proposed that Sub will make a
tender offer (the "Offer") to purchase all the issued and outstanding  shares of
the Company's common stock, par value $0.01 per share,  (the "Common Stock") and
the associated preferred share purchase rights (the "Rights") issued pursuant to
the Stockholder Rights Agreement,  dated as of November 15, 1996, by and between
the Company and The First National Bank of Boston (the "Rights Agreement"), at a
purchase price of $34.00 per share (and  associated  Right) net to the seller in
cash, without interest thereon,  (the "Offer Price") on the terms and subject to
the conditions set forth in the Offer to Purchase  referred to herein and in the
related letter of transmittal;

          WHEREAS,  to  complete  such  acquisition,  the  respective  Boards of
Directors of Parent and Sub have  approved and adopted  this  Agreement  and the
plan of  merger  set  forth  herein  whereby  Sub will  merge  with and into the
Company, with the Company being the surviving corporation (the "Merger"), on the
terms and subject to the conditions of this Agreement;

          WHEREAS, the Board of Directors of the Company has determined (i) that
the Offer is fair to, and in the best interests of, the holders of Common Stock,
(ii) to approve the Offer and (iii) to recommend the  acceptance of the Offer by
the shareholders of the Company;

          WHEREAS, on or prior to the date hereof, a Purchase Agreement,  in the
form  attached  hereto  as  Exhibit  A (the "Tax  Credit  LP  Interest  Purchase
Agreement"),  has been  executed and  delivered  by each of the parties  thereto
pursuant to which the Company has agreed to sell, transfer and assign all of its
right,  title and  interest  in and to the  Partnership  Interests  (as  defined
therein) pursuant to and in accordance with the terms and conditions thereof;

          WHEREAS,  concurrently herewith, a Purchase and Sale Agreement, in the
form attached hereto as Exhibit B (the "Purchase and Sale Agreement"),  has been
executed  and  delivered  by each of the parties  thereto  pursuant to which the
Company  has agreed to sell,  transfer  and  assign all of its right,  title and
interest in and to the Assets (as defined therein) pursuant to and in accordance
with the terms and conditions thereof;

          WHEREAS,  concurrently herewith, a Subscription Agreement, in the form
attached hereto as Exhibit C (the "Subscription  Agreement"),  has been executed
and delivered by each of the parties  thereto  pursuant to which the Company has
agreed to convey,  transfer  and assign all of its right,  title and interest in
and to the Assets (as defined  therein)  pursuant to and in accordance  with the
terms and conditions  thereof (it being  understood and agreed that for purposes
of this  Agreement  (other  than the  immediately  preceding  paragraph  and the
preceding  provisions  of this  paragraph),  (i) "Real Estate  Assets"  shall be
deemed to be a  collective  reference  to the Assets (as defined in the Purchase
and Sale Agreement) and the Assets (as defined in the  Subscription  Agreement),
(ii)  "Assets"  shall be deemed to be a collective  reference to the Real Estate
Assets and the  Partnership  Interests (as defined in the Tax Credit LP Interest
Purchase Agreement),  so long as the transactions  contemplated thereby have not
been consummated,  (iii) "Real Estate Disposition Agreements" shall be deemed to
be  a  collective   reference  to  the  Purchase  and  Sale  Agreement  and  the
Subscription  Agreement and (iv) "Asset Disposition  Agreements" shall be deemed
to be a collective  reference to the Real Estate Disposition  Agreements and the
Tax  Credit  LP  Interest  Purchase  Agreement,  so  long  as  the  transactions
contemplated thereby have not been consummated);

          WHEREAS,  concurrently  herewith,  an  Escrow  Agreement,  in the form
attached  hereto as Exhibit D (the  "LandAmerica  Escrow  Agreement"),  has been
executed  and  delivered  by each of the parties  thereto  pursuant to which the
Company has agreed to deposit  certain  funds with the escrow  agent  thereunder
relating to the  transaction  expenses to be  incurred  in  connection  with the
transactions contemplated hereby; and

          WHEREAS,  concurrently  herewith,  an  Escrow  Agreement,  in the form
attached hereto as Exhibit E (the "Rabobank Escrow Agreement" and, together with
the LandAmerica Escrow Agreement,  the "Escrow  Agreements"),  has been executed
and delivered by each of the parties  thereto  pursuant to which the Company has
agreed to deposit certain funds with the escrow agent thereunder until such time
as when the transactions contemplated hereby shall have been consummated;

          NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
covenants,  representations,  warranties and agreements  herein  contained,  the
parties hereto agree as follows:

                                    ARTICLE I

                                    THE OFFER

          1.01 The Offer.  (a) Provided that this Agreement  shall not have been
terminated  in  accordance  with  Article  VI hereof  and so long as none of the
events set forth in Annex A hereto (the "Tender  Offer  Conditions")  shall have
occurred and be continuing,  as promptly as  practicable,  but in no event later
than the fifth  Business Day (as defined in Section 6.14 hereof)  after the date
of this Agreement,  Sub shall,  and Parent shall cause Sub to, commence  (within
the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange  Act")) the Offer.  The  obligations of Sub to, and of
Parent to cause Sub to,  accept for  payment and to pay for any shares of Common
Stock (and associated Rights) tendered shall be subject only to the Tender Offer
Conditions,  any of which may be waived  by  Parent or Sub;  provided,  that the
Minimum  Condition (as defined in Annex A hereto) may not be waived by Parent or
Sub without the prior written consent of the Company. Sub expressly reserves the
right to modify the terms of the Offer;  provided,  that, without the consent of
the  Company,  neither  Parent  nor Sub shall (i) reduce the number of shares of
Common Stock to be purchased  in the Offer,  (ii) reduce the Offer Price,  (iii)
add to the Tender Offer  Conditions,  (iv) modify the Tender Offer Conditions or
any other  term or  condition  of the Offer in a manner  that is  adverse to the
holders of Common  Stock,  (v) change the form of  consideration  payable in the
Offer or (vi) except as provided in the last two  sentences  of this  subsection
(a),  extend the Offer  beyond any  scheduled  expiration  date.  Parent and Sub
covenant  and agree  that,  on the terms and subject to the  conditions  of this
Agreement,  including,  but not limited to, the Tender Offer  Conditions and the
last sentence of this Section 1.01(a),  unless the Company otherwise consents in
writing,  Sub  will  accept  for  payment  and  pay for the  Common  Stock  (and
associated  Rights) as soon as (but in any event  within one  Business Day after
the Offer  terminates) it is permitted to do so under applicable law. Parent and
Sub agree that if Sub is unable to consummate the Offer on the initial scheduled
expiration  date due to the failure of the Tender Offer  Conditions set forth in
the first sentence of Annex A to be satisfied or waived, Sub shall,  unless this
Agreement has been terminated in accordance with its terms, extend the Offer and
set a subsequent  scheduled expiration date, and shall continue to so extend the
Offer and set subsequent  scheduled  expiration dates,  until the termination of
this Agreement in accordance  with its terms;  provided,  that any such extended
expiration  date shall not be later than the  earlier  of (x) 20  Business  Days
following the previously scheduled expiration date and (y) the date on which Sub
reasonably  believes  that all Tender  Offer  Conditions  will be  satisfied  or
waived.

          (b) As soon as  reasonably  practicable  on the date that the Offer is
commenced,  Parent and Sub shall file, and Parent shall cause Sub to file,  with
the  Securities  and  Exchange  Commission  (the  "Commission")  a Tender  Offer
Statement on Schedule TO (together with all amendments and supplements  thereto,
the  "Schedule  TO") with respect to the Offer.  The  Schedule TO shall  contain
(included as an exhibit) or shall  incorporate by reference an offer to purchase
(the "Offer to Purchase") and a form of the related  letter of transmittal  (the
"Letter of Transmittal"), as well as all other information and exhibits required
by law (which  Schedule TO, Offer to Purchase,  Letter of  Transmittal  and such
other  information  and exhibits,  together with any  supplements  or amendments
thereto,  are referred to herein  collectively  as the "Offer  Documents").  The
Company and its  counsel  shall be given the  opportunity  to review and comment
upon the  Schedule  TO prior to its filing with the  Commission.  Parent and Sub
represent  and warrant  that the Offer  Documents  will  comply in all  material
respects with the provisions of applicable  federal  securities laws and, on the
date filed with the  Commission and the date first  published,  sent or given to
the Company's shareholders, shall not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading, except that no representation is made
by Parent or Sub with respect to any information  supplied by the Company or its
officers,  directors  or  affiliates  in  writing  for  inclusion  in the  Offer
Documents. If, at any time prior to the completion, expiration or termination of
the Offer,  any event  occurs  which  should be  described  in an  amendment  or
supplement to the Schedule TO or any amendment or supplement thereto, Parent and
Sub will, and Parent will cause Sub to, file and  disseminate,  as required,  an
amendment  or  supplement  which  complies  in all  material  respects  with the
Exchange Act and the rules and regulations  thereunder and any other  applicable
laws. Prior to its filing with the Commission, the amendment or supplement shall
be  delivered  to the  Company  and its  counsel and the Company and its counsel
shall be given the  opportunity  to comment  thereon.  The  written  information
supplied or to be supplied by Parent and Sub for inclusion in the Schedule 14D-9
(as defined in Section  1.02  hereof) of the Company will not contain any untrue
statement  of a material  fact or omit to state any material  fact  necessary in
order to make the  statements  made, in light of the  circumstances  under which
they are made,  not  misleading.  Each of Parent and Sub  agrees to provide  the
Company and its counsel  with copies of any written  comments  Parent and Sub or
their  counsel may receive from the  Commission or its staff with respect to the
Offer  Documents  promptly  after the receipt of such comments and shall provide
the Company and its counsel an opportunity to  participate,  including by way of
discussions  with the Commission or its staff, in the response of Parent and Sub
to such comments.

          1.02 Company  Actions.  The Company hereby approves of and consents to
the Offer and  represents  that:  (a) its Board of Directors  (at a meeting duly
called and held) has (i)  determined  that the Offer is fair to, and in the best
interests  of, the holders of Common  Stock,  (ii)  approved the Offer and (iii)
determined to recommend the acceptance of the Offer by the  shareholders  of the
Company;  provided,  however,  that such  recommendation  or other action may be
withdrawn,  modified  or  amended  at any time or from  time to time in a manner
adverse to Parent and Sub so long as the Company has complied  with Section 4.06
hereof;  and  (b)  Donaldson,  Lufkin  &  Jenrette  Securities  Corporation  has
delivered  to the  Board  of  Directors  of the  Company  its  opinion  that the
consideration  to be received by the holders of Common  Stock (other than Parent
and Sub)  pursuant  to the Offer and the Merger is fair to the holders of Common
Stock  from  a  financial  point  of  view,   subject  to  the  assumptions  and
qualifications  contained  in such  opinion.  The  Company  shall  file with the
Commission,  as soon as practicable  after the date of the  commencement  of the
Offer, a Solicitation/Recommendation  Statement on Schedule 14D-9 (together with
all amendments and supplements  thereto,  the "Schedule  14D-9")  containing the
recommendations  referred to in clause (a) of the  preceding  sentence and shall
disseminate the Schedule 14D-9 as required by Rule 14d-9 under the Exchange Act;
provided,  however,  that such  recommendation or other action may be withdrawn,
modified  or  amended  at any time or from time to time in a manner  adverse  to
Parent and Sub so long as the Company has  complied  with  Section  4.06 hereof.
Parent and Sub and their  counsel shall be given the  opportunity  to review and
comment on the  Schedule  14D-9  prior to its filing  with the  Commission.  The
Company  represents  and  warrants  that the  Schedule  14D-9 will comply in all
material respects with the provisions of applicable federal securities laws and,
on the date filed with the Commission and on the date first  published,  sent or
given to the Company's shareholders, shall not contain any untrue statement of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they were  made,  not  misleading,  except  that no
representation  is made by the Company with respect to  information  supplied by
Parent  or Sub or  their  officers,  directors  or  affiliates  in  writing  for
inclusion  in the  Schedule  14D-9.  If at any  time  prior  to the  completion,
expiration  or  termination  of the  Offer,  any event  occurs  which  should be
described in an amendment or supplement  to the Schedule  14D-9 or any amendment
or supplement thereto,  the Company will file and disseminate,  as required,  an
amendment  or  supplement  which  complies  in all  material  respects  with the
Exchange Act and the rules and regulations  thereunder and any other  applicable
laws. Prior to its filing with the Commission, the amendment or supplement shall
be delivered to Parent and its counsel and Parent and its counsel shall be given
the opportunity to comment thereon.  The written  information  supplied or to be
supplied by the Company for  inclusion in the Offer  Documents  will not contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary in order to make the  statements  made, in light of the  circumstances
under which they are made, not misleading.  The Company agrees to provide Parent
and its counsel  with any  comments  the Company or its counsel may receive from
the  Commission or its staff with respect to the Schedule  14D-9  promptly after
the  receipt  of such  comments  and shall  provide  Parent  and its  counsel an
opportunity to participate,  including by way of discussions with the Commission
or its staff, in the response of the Company to such comments.

          In connection  with the Offer,  the Company will promptly  furnish Sub
with mailing labels,  security  position  listings and any available  listing or
computer list  containing  the names and addresses of the record  holders of the
Common Stock as of the most recent  practicable  date and shall furnish Sub with
such  additional  information  (including,  but not limited to, updated lists of
holders  of Common  Stock  and  their  addresses,  mailing  labels  and lists of
security  positions)  and  such  other  assistance  as  Sub or  its  agents  may
reasonably  request in  communicating  the Offer to the Company's  shareholders.
Subject to the  requirements of applicable law, and except for such steps as are
necessary to disseminate the Offer  Documents and any other documents  necessary
to  consummate  the  Merger,   Parent,  Sub  and  their  respective  affiliates,
associates,   agents,  and  advisors,   shall  keep  confidential  and  use  the
information contained in any such labels,  listings and files only in connection
with the Offer and the Merger and, if this Agreement  shall be terminated,  will
deliver to the Company all copies of such information then in their possession.

                                   ARTICLE II

                         THE MERGER AND RELATED MATTERS

          2.01 The  Merger.  (a) On the terms and subject to the  conditions  of
this Agreement and subject to, and in accordance with, the applicable provisions
of the Florida Business  Corporation Act (the "FBCA"), at the Effective Time (as
defined in Section 2.02  hereof),  Sub shall be merged with and into the Company
and the separate  corporate  existence of Sub shall cease, and the Company shall
continue  as the  surviving  corporation  under the laws of the State of Florida
under  the  name of  "Echelon  International  Corporation"  (together  with  its
successors, the "Surviving Corporation").

          2.02  Effective  Time.  On the  date of  acceptance  for  payment  and
immediately  following  payment  to the  paying  agent  designated  in the Offer
Documents  for not less than 80% of all the shares of Common  Stock  outstanding
(calculated  on a fully diluted  basis) in accordance  with the Offer,  Sub will
cause  articles of merger (the "Articles of Merger") to be filed pursuant to the
LandAmerica  Escrow  Agreement with the office of the Department of State of the
State of Florida  in the manner  required  by Section  607.1105  of the FBCA and
shall take such other and further  actions as may be required by law to make the
Merger  effective.  The  Merger  shall  become  effective  at the time  when the
Articles  of Merger  have been duly  filed with the  Department  of State of the
State of Florida. The time and the date as of which the Merger becomes effective
in accordance with applicable law is referred to as the "Effective  Time" or the
"Effective Date", as applicable.

          2.03 Effect of Merger.  From and after the Effective  Time, the Merger
shall have the effects set forth in Section 607.1106 of the FBCA.

          2.04 Conversion of Stock. At the Effective Time:

          (a) Each share of Common Stock then issued and outstanding (other than
(i) any shares of Common Stock which are held by any  Subsidiary  of the Company
or in the treasury of the Company, or which are held, directly or indirectly, by
Parent or any direct or indirect  subsidiary of Parent  (including  Sub), all of
which shall be canceled and none of which shall receive any payment with respect
thereto  and (ii) shares of Common  Stock held by  Dissenting  Shareholders  (as
defined in Section 2.05 hereof))  shall, by virtue of the Merger and without any
action on the part of the holder  thereof,  be converted  into and represent the
right to receive an amount in cash,  without  interest,  equal to the price paid
for each share of Common Stock (and associated Right) pursuant to the Offer (the
"Merger Consideration"),  upon surrender, in the manner provided in Section 2.06
hereof,  of the certificate that formerly  evidenced such share of Common Stock;
and

          (b) Each share of common stock, par value $0.01 per share, of Sub then
issued and outstanding  shall, by virtue of the Merger and without any action on
the part of the holder thereof, become one fully paid and nonassessable share of
common stock, par value $0.01 per share, of the Surviving Corporation.

          2.05 Dissenting Stock.  Notwithstanding  anything in this Agreement to
the contrary  (including,  without limitation,  Section 2.04 hereof) but only to
the  extent  required  by the FBCA,  shares of Common  Stock that are issued and
outstanding  immediately  prior to the Effective Time and are held by holders of
Common Stock who comply with all the provisions of the FBCA concerning the right
of holders of Common  Stock to dissent  from the Merger and require an appraisal
of their shares of Common  Stock (the  "Dissenting  Shareholders")  shall not be
converted  into the right to receive the Merger  Consideration  but shall become
the right to receive  such  consideration  as may be  determined  to be due such
Dissenting Shareholder pursuant to Section 607.1320 of the FBCA; provided,  that
(i)  if  any  Dissenting   Shareholder  shall  subsequently  deliver  a  written
withdrawal of his or her demand for appraisal (with the written  approval of the
Surviving  Corporation,  to the extent  permitted  by the FBCA),  or (ii) if any
Dissenting Shareholder fails to establish and perfect, or shall have effectively
withdrawn or lost,  his or her  entitlement  to appraisal  rights as provided by
applicable law or (iii) to the extent  permitted by the FBCA, if within the time
period  prescribed  by the  FBCA  neither  any  Dissenting  Shareholder  nor the
Surviving  Corporation  has filed a petition  demanding a  determination  of the
value of the shares of Common Stock  outstanding  at the Effective Time and held
by  Dissenting  Shareholders,  in  accordance  with  applicable  law,  then such
Dissenting  Shareholder or  Shareholders,  as the case may be, shall forfeit the
right to appraisal  of such shares and such shares shall  thereupon be deemed to
have been  converted  into the right to receive,  as of the Effective  Time, the
Merger  Consideration,  without interest.  The Company shall give Parent and Sub
(A) notice of any written  demands  for  appraisal,  withdrawals  of demands for
appraisal and any other related instruments  received by the Company and (B) the
opportunity to direct all  negotiations  and proceedings with respect to demands
for appraisal. The Company will not voluntarily make any payment with respect to
any demands for appraisal and will not, except with the prior written consent of
Parent, settle or offer to settle any demand.

          2.06 Surrender of Certificates.  (a) Concurrently with or prior to the
Effective  Time,  Parent shall  designate a bank or trust company located in the
United  States and  reasonably  acceptable to the Company to act as paying agent
(the  "Paying  Agent")  for  purposes of making the cash  payments  contemplated
hereby.  As soon as practicable  after the Effective Time, Parent shall or shall
cause  the  Paying  Agent to mail  and/or  make  available  to each  holder of a
certificate  theretofore  evidencing  shares of Common  Stock  (other than those
which  are held by any  Subsidiary  of the  Company  or in the  treasury  of the
Company  or which are held  directly  or  indirectly  by Parent or any direct or
indirect   subsidiary  of  Parent  (including  Sub))  a  notice  and  letter  of
transmittal  advising  such  holder of the  effectiveness  of the Merger and the
procedure for  surrendering to the Paying Agent such certificate or certificates
which  immediately  prior to the Effective Time represented  outstanding  Common
Stock (the "Certificates") in exchange for the Merger Consideration  deliverable
in  respect  thereof  pursuant  to this  Article  II.  Upon  the  surrender  for
cancellation to the Paying Agent of such Certificates, together with a letter of
transmittal,  duly executed and completed in  accordance  with the  instructions
thereon, and any other items specified by the letter of transmittal,  the Paying
Agent  shall  promptly  pay to the Person (as  defined in Section  6.14  hereof)
entitled thereto the Merger Consideration  deliverable in respect thereof. Until
so surrendered, each Certificate shall be deemed, for all corporate purposes, to
evidence only the right to receive upon such surrender the Merger  Consideration
deliverable in respect thereof to which such Person is entitled pursuant to this
Article  II.  No  interest  shall be paid or  accrued  in  respect  of such cash
payments.

          (b) If the Merger  Consideration  (or any  portion  thereof)  is to be
delivered  to a Person  other  than the  Person in whose  name the  Certificates
surrendered in exchange therefor are registered,  it shall be a condition to the
payment of the Merger  Consideration  that the Certificates so surrendered shall
be properly endorsed or accompanied by appropriate stock powers and otherwise in
proper form for transfer,  that such  transfer  otherwise be proper and that the
Person  requesting  such  transfer pay to the Paying Agent any transfer or other
taxes payable by reason of the foregoing or establish to the satisfaction of the
Paying Agent that such taxes have been paid or are not required to be paid.

          (c) In the event any  Certificate  shall  have  been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the Person  claiming
such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in
exchange for such lost, stolen or destroyed Certificate the Merger Consideration
deliverable in respect thereof as determined in accordance with this Article II;
provided that, the Person to whom the Merger  Consideration  is paid shall, as a
condition  precedent to the payment  thereof,  give the Surviving  Corporation a
bond  in  such  sum  as it may  direct  or  otherwise  indemnify  the  Surviving
Corporation  in a manner  satisfactory  to it against any claim that may be made
against the Surviving  Corporation  with respect to the  Certificate  claimed to
have been lost, stolen or destroyed.

          2.07 Payment.  Concurrently with or immediately prior to the Effective
Time, Parent or Sub shall deposit,  or cause to be deposited,  in trust with the
Paying Agent cash in United States  dollars in an aggregate  amount equal to the
product  of (i) the  number of shares of Common  Stock  outstanding  immediately
prior to the Effective Time (other than shares of Common Stock which are held by
any  Subsidiary  of the  Company or in the  treasury of the Company or which are
held directly or  indirectly  by Parent or any direct or indirect  subsidiary of
Parent  (including  Sub) or a Person  known at the time of such  deposit to be a
Dissenting  Shareholder)  and (ii) the Merger  Consideration  (such amount being
hereinafter  referred  to as the  "Payment  Fund").  The  Payment  Fund shall be
invested by the Paying Agent as directed by Parent in direct  obligations of the
United  States,  obligations  for which the full  faith and credit of the United
States is  pledged  to  provide  for the  payment  of  principal  and  interest,
commercial  paper rated of the highest  quality by Moody's  Investors  Services,
Inc.  or  Standard & Poor's  Ratings  Group or  certificates  of  deposit,  bank
repurchase  agreements or bankers'  acceptances  of a commercial  bank having at
least  $1,000,000,000 in assets  (collectively,  "Permitted  Investments") or in
money  market funds which are  invested in  Permitted  Investments,  and any net
earnings with respect  thereto shall be paid to Parent as and when  requested by
Parent. The Paying Agent shall, pursuant to irrevocable  instructions,  make the
payments  referred to in Section  2.04(a)  hereof out of the Payment  Fund.  The
Payment Fund shall not be used for any other purpose except as otherwise  agreed
to by  Parent.  Promptly  following  the date  which  is six  months  after  the
Effective  Time, the Paying Agent shall return to the Surviving  Corporation all
cash,  certificates and other  instruments in its possession that constitute any
portion of the Payment  Fund,  and the Paying  Agent's  duties shall  terminate.
Thereafter,  each holder of a Certificate may surrender such  Certificate to the
Surviving Corporation and (subject to applicable abandoned property, escheat and
similar laws)  receive in exchange  therefor the Merger  Consideration,  without
interest,  but shall have no greater rights against the Surviving Corporation or
Parent than may be accorded to general creditors of the Surviving Corporation or
Parent under applicable law.  Notwithstanding the foregoing,  neither the Paying
Agent nor any party hereto shall be liable to a holder of shares of Common Stock
for  any  Merger  Consideration  delivered  to a  public  official  pursuant  to
applicable abandoned property, escheat and similar laws.

          2.08 No Further Rights of Transfers.  At and after the Effective Time,
each holder of a Certificate  shall cease to have any rights as a shareholder of
the Company,  except for, in the case of a holder of a  Certificate  (other than
shares to be canceled  pursuant to Section  2.04(a) hereof and other than shares
held by Dissenting Shareholders),  the right to surrender his or her Certificate
in  exchange  for  payment  of the  Merger  Consideration  or,  in the case of a
Dissenting  Shareholder,  to perfect his or her right to receive payment for his
or her shares pursuant to the FBCA if such holder has validly  perfected and not
withdrawn  his or her right to receive  payment  for his or her  shares,  and no
transfer of shares of Common Stock shall be made on the stock  transfer books of
the Surviving  Corporation.  Certificates presented to the Surviving Corporation
after the Effective Time shall be canceled and exchanged for cash as provided in
this Article II. At the close of business on the day of the  Effective  Time the
stock ledger of the Company with respect to Common Stock shall be closed.

          2.09 Stock Option and Other Plans.  Prior to the Effective  Time,  the
Board of Directors of the Company (or, if  appropriate,  any committee  thereof)
shall adopt appropriate  resolutions and use its reasonable best efforts to take
all other actions  necessary to provide for the  cancellation,  effective at the
Effective  Time, of all the  outstanding  stock options to purchase Common Stock
(the  "Options")  heretofore  granted under any stock option plan of the Company
(the "Stock Plans").  Immediately prior to the Effective Time, the Company shall
use its reasonable  best efforts to ensure that (i) each Option,  whether or not
then vested or  exercisable,  shall no longer be exercisable for the purchase of
shares of Common Stock but shall entitle each holder  thereof,  in  cancellation
and  settlement  therefor,  to payments  by the Company in cash  (subject to any
applicable withholding taxes, the "Cash Payment"),  at the Effective Time, equal
to the product of (x) the total number of shares of Common Stock subject to such
Option as to which such Option  could have been  exercised  as of the  Effective
Date and (y) the excess of the Merger  Consideration over the exercise price per
share of Common Stock subject to such Option,  each such Cash Payment to be paid
to each  holder of an  outstanding  Option at the  Effective  Time and (ii) each
share of Common  Stock  previously  issued  in the form of grants of  restricted
stock or grants of  contingent  or bonus  shares,  and not  vested  prior to the
Effective  Time,  shall  fully  vest and be paid by the  Company  in cash at the
Effective  Time in an  amount  equal to the  Merger  Consideration  (subject  to
applicable  withholding taxes) and otherwise in accordance with their respective
terms.  Prior to the Effective Time, the Board of Directors of the Company shall
adopt  appropriate  resolutions  and use its reasonable best efforts to take all
other actions  necessary to provide for the purchase prior to the Effective Time
of shares of Common Stock covered by subscriptions outstanding under the Echelon
International Corporation 1996 Employee Stock Purchase Plan. As provided herein,
the Company shall use its reasonable best efforts to ensure that the Stock Plans
shall  terminate as of the  Effective  Time and the  provisions  of any Employee
Benefit Plan (as defined in Section 3.01(j)  hereof)  providing for the issuance
or grant of shares of the capital  stock of the  Company  shall be deleted as of
the Effective  Time. The Company will take all  reasonable  steps to ensure that
neither  the  Company  nor any of its  Subsidiaries  is or will be  bound by any
Options, other options,  warrants,  rights or agreements which would entitle any
Person,  other than Parent or its  affiliates,  to own or  purchase  any capital
stock of the Surviving Corporation or any of its subsidiaries.  The Company will
use its reasonable best efforts to obtain any necessary  consents to ensure that
after the Effective Time, the only rights of the holders of Options,  in respect
of such  Options,  will be to  receive  the Cash  Payment  in  cancellation  and
settlement thereof.

          2.10 Articles of  Incorporation of the Surviving  Corporation;  Use of
"Echelon"  Name.  The Amended and  Restated  Articles  of  Incorporation  of the
Company,  as in effect  immediately  prior to the Effective  Time,  shall be the
Articles of  Incorporation  of the Surviving  Corporation  until thereafter duly
amended as provided by law and such Articles of  Incorporation,  provided,  that
such  Articles of  Incorporation  shall at all times be in  accordance  with the
provisions of Section 4.10 hereof.  For a period of 180 days after the Effective
Time, the Surviving  Corporation  shall have the right to use the word "Echelon"
as its  tradename,  but only  for the  purposes  of  identifying  itself  as the
appropriate business entity in dealing with third parties to facilitate the sale
of the Real Estate Assets pursuant to the Real Estate Disposition Agreements and
in connection  with the management of, and any sale to any third party purchaser
of, any asset subject to any lease in the Leveraged  Lease Portfolio (as defined
in  Section  3.01(g)(iii)  hereof)  and not for any  other  purpose,  including,
without limitation, use of "Echelon" as a trademark for the purpose of marketing
or promoting any product or service.

          2.11 By-Laws of the Surviving Corporation. The By-Laws of the Company,
as in effect  immediately  prior to the Effective Time,  shall be the By-Laws of
the Surviving  Corporation  until thereafter duly amended as provided by law and
such By-Laws.

          2.12  Directors  and  Officers of the  Surviving  Corporation.  At the
Effective  Time,  the directors of Sub  immediately  prior to the Effective Time
shall be the directors of the Surviving  Corporation,  each of such directors to
hold  office,   subject  to  the  applicable   provisions  of  the  Articles  of
Incorporation  and By-Laws of the Surviving  Corporation,  until the next annual
shareholders'  meeting of the Surviving  Corporation and until their  respective
successors  shall be duly elected or appointed and  qualified.  At the Effective
Time, the officers of the Company immediately prior to the Effective Time shall,
subject to the  applicable  provisions  of the  Articles  of  Incorporation  and
By-Laws  of  the  Surviving  Corporation,  be  the  officers  of  the  Surviving
Corporation until their respective successors shall be duly elected or appointed
and  qualified;  provided,  that prior to the Effective Date the officers of the
Company shall have tendered their respective  resignations  (which  resignations
shall be  expressly  conditional  upon the  consummation  of the  Merger and the
consummation of the  transactions  contemplated  by the Real Estate  Disposition
Agreements  and thereafter  automatically  shall take effect without any further
act of the Surviving  Corporation;  provided,  further that such officers  shall
nevertheless  remain  authorized  as  provided  in, and subject to the terms and
conditions of, the LandAmerica Escrow Agreement to authorize  disbursements from
the escrow established thereby and for no other purpose).

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          3.01 Representations and Warranties of the Company. In connection with
the transactions  contemplated by this Agreement,  the Company hereby represents
and warrants to Parent and Sub as follows:

          (a) Due Organization, Good Standing and Power. Each of the Company and
its  Subsidiaries  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 and to carry on its
business as now being  conducted.  Except as set forth in Section 3.01(a) of the
Company  Disclosure  Letter (as  defined in Section  6.14  hereof),  each of the
Company and its Subsidiaries 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,  except  where  such  failure  to be so  qualified  or
licensed and in good standing  would not have a material  adverse  effect on the
business, results of operations or financial condition (collectively,  but after
giving effect to the immediately  succeeding  provisos,  the "Condition") of the
Company and its  Subsidiaries  taken as a whole;  provided that, for purposes of
this Agreement, in no event shall any events, facts or circumstances  (including
any  material  adverse  effect)  with  respect to the Assets  (including  Assets
acquired  pursuant to the  provisions of Section 4.03),  individually  or in the
aggregate, be deemed to have a material adverse effect on the business,  results
of operations or financial  condition of the Company and its Subsidiaries  taken
as a whole,  so long as each of the Asset  Disposition  Agreements  shall at all
times be in full force and effect and the purchase price or transfer  value,  as
the case may be,  thereunder  shall not have been  reduced;  provided,  further,
that,  for  purposes of this  Agreement,  "material"  shall mean  material  with
respect to the Leveraged  Lease  Portfolio taken as a whole and not with respect
to the Company and its Subsidiaries taken as a whole.

          (b)  Authorization  and  Validity  of  Agreement.  The Company has the
corporate power and authority to execute and deliver this Agreement,  to perform
its obligations  hereunder and, subject only to compliance with Section 607.1104
of the FBCA, to consummate the transactions  contemplated hereby. The execution,
delivery and performance of this Agreement by the Company,  and the consummation
by it of the transactions  contemplated hereby, have been duly authorized by its
Board of Directors and no other  corporate  action on the part of the Company is
necessary to authorize the execution, delivery and performance of this Agreement
by the Company and the  consummation  of the  transactions  contemplated  hereby
(other than (i) compliance with Section 607.1104 of the FBCA and (ii) the filing
and recordation of appropriate  merger documents as required by the FBCA).  This
Agreement has been duly executed and delivered by the Company and, assuming that
this Agreement  constitutes a valid and binding obligation of Parent and Sub, is
a valid and binding obligation of the Company enforceable against the 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.

          (c)  Capitalization.  (i) The authorized  capital stock of the Company
consists of 25,000,000 shares of Common Stock and 10,000,000 shares of preferred
stock of the Company ("Company Preferred Stock"),  par value $0.01 per share (of
which  250,000  shares  have been  designated  as Series A Junior  Participating
Preferred Stock (the "Series A Junior  Participating  Preferred Stock")).  As of
December 31, 1999,  (1) 6,946,523  shares of Common Stock were issued,  of which
6,719,938 were outstanding and 6,121 shares were canceled, (2) 514,340 shares of
Common Stock and no shares of Company Preferred Stock were reserved for issuance
pursuant to  outstanding  Options  granted  under the Stock  Plans,  (3) 220,464
shares of Common Stock and no shares of Company Preferred Stock were held in the
Company's  treasury,  (4) no shares of Company  Preferred  Stock were issued and
outstanding and (5) no shares of Common Stock and no shares of Company Preferred
Stock are held by any of the Company's Subsidiaries.  All issued and outstanding
shares of Common Stock have been duly  authorized,  validly issued and are fully
paid and nonassessable and are not subject to, nor were they issued in violation
of, any  preemptive  rights.  Except as set forth in this Section  3.01(c) or in
Section  3.01(c)(i) of the Company Disclosure Letter, (x) there are no shares of
capital  stock of the Company  authorized  or, as of the date hereof,  issued or
outstanding  and (y) there are not as of the date hereof,  and at the  Effective
Time there will not be, any outstanding or authorized options, warrants, rights,
subscriptions,  claims  of any  character,  agreements,  rights  of  redemption,
convertible or  exchangeable  securities,  or other  commitments,  contingent or
otherwise,  relating to Common Stock or any other shares of capital stock of the
Company,  pursuant  to which the  Company  is or may become  obligated  to issue
shares of Common Stock,  any other shares of its capital stock or any securities
convertible  into,  exchangeable  for, or evidencing the right to subscribe for,
any shares of the capital stock of the Company.

               (ii) Section  3.01(c)(ii) of the Company  Disclosure Letter lists
all of the  Company's  Subsidiaries.  All of the  outstanding  shares of capital
stock or other equity interests of each of the Company's  Subsidiaries have been
duly authorized and validly issued,  are fully paid and  nonassessable,  are not
subject to, nor were they issued in violation of, any preemptive rights, and are
owned,  of record  and  beneficially,  by the  Company  or one of its  direct or
indirect  Subsidiaries,  free and clear of all liens,  encumbrances,  options or
claims  whatsoever  except as set forth in Section  3.01(c)(ii)  of the  Company
Disclosure  Letter.  No  shares  of  capital  stock  of  any  of  the  Company's
Subsidiaries  are  reserved  for  issuance  and  there  are  no  outstanding  or
authorized options,  warrants, rights,  subscriptions,  claims of any character,
agreements,  obligations,  rights of  redemption,  convertible  or  exchangeable
securities,  or other  commitments,  contingent  or  otherwise,  relating to the
capital  stock  of any  Subsidiary  of  the  Company,  pursuant  to  which  such
Subsidiary  is or may become  obligated to issue any shares of capital  stock of
such  Subsidiary  or any  securities  convertible  into,  exchangeable  for,  or
evidencing the right to subscribe for, any shares of such Subsidiary. Except for
restrictions under applicable law or as set forth in Section  3.01(c)(ii) of the
Company Disclosure  Letter,  there are no restrictions of any kind which prevent
the payment of dividends by any of the  Company's  Subsidiaries.  Except for the
Subsidiaries listed in Section 3.01(c)(ii) of the Company Disclosure Letter, the
Company does not own, directly or indirectly,  any capital stock or other equity
interest  in any  Person or have any  direct  or  indirect  equity or  ownership
interest in any Person and neither  the Company nor any of its  Subsidiaries  is
subject to any  obligation  or  requirement  to provide funds for or to make any
investment (in the form of a loan or capital contribution) to or in any Person.

          (d) Consents and Approvals; No  Violations.  Assuming (i) any filings
required  under the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976, as
amended (the "HSR Act"), are made and any applicable  waiting period  thereunder
has been  terminated or has expired,  (ii) the  requirements of the Exchange Act
relating  to the Offer are met,  (iii) the filing of the  Articles of Merger and
other appropriate merger documents, if any, as required by the FBCA are made and
(iv) any required approval by the Company's  shareholders in connection with the
consummation  of the Merger is  received,  the  execution  and  delivery of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby  will not:  (1) violate  any  provision  of the Amended and
Restated  Articles of  Incorporation or By-Laws of the Company or the comparable
governing  documents of any of its Subsidiaries,  in each case, as amended;  (2)
violate any law, statute,  ordinance,  rule, regulation,  order or decree of any
court or of any governmental or regulatory body, agency or authority  applicable
to the Company or any of its  Subsidiaries  or by which any of their  respective
properties or assets may be bound; (3) except as set forth in Section 3.01(d) of
the Company  Disclosure Letter,  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 (4) except as set forth in Section 3.01(d) of the
Company  Disclosure  Letter,  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  or  encumbrance  (each,  an  "Encumbrance")  upon  any of the
properties or assets of the Company or any of its Subsidiaries 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 the Company or any of its  Subsidiaries  is a
party, or by which it or any of their respective  properties or assets are bound
except,  in the case of clauses  (2),  (3) and (4) above,  for any such  filing,
permit,  consent,  approval,  notice,  the failure to obtain or make which,  and
except for any breach, violation or Encumbrance which, would not have a material
adverse effect on the Condition of the Company and its  Subsidiaries  taken as a
whole or would not prevent consummation of the transactions contemplated by this
Agreement.

          (e) Company Reports and Financial  Statements.  (i) Since December 18,
1996 the Company has filed all forms,  reports and documents with the Commission
required  to be filed by it  pursuant  to the  federal  securities  laws and the
Commission  rules  and  regulations  thereunder,  and  all  forms,  reports  and
documents filed with the Commission by the Company have complied in all material
respects with all applicable requirements of the federal securities laws and the
Commission rules and regulations promulgated thereunder.  The Company has, prior
to the date of this Agreement, made available to Parent true and complete copies
of all forms,  reports,  registration  statements and other filings filed by the
Company  with the  Commission  since  December  18, 1996 (such  forms,  reports,
registration  statements  and other  filings,  together with any  exhibits,  any
amendments  thereto and  information  incorporated  by  reference  therein,  are
sometimes collectively referred to as the "Commission  Filings").  Except to the
extent  amended or superseded by a subsequent  filing with the  Commission  made
prior to the date hereof, as of their respective  dates, the Commission  Filings
did not  contain  any untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The  audited  consolidated  balance  sheets  (and  related  audited
consolidated  statements  of  operations,   audited  consolidated  statement  of
shareholders' equity and audited consolidated  statement of cash flows) for each
of the years in the two-year  period ended  December 31, 1998 and the  unaudited
consolidated  balance sheet (and related  consolidated  statement of operations,
consolidated  statement of shareholders'  equity and  consolidated  statement of
cash  flows) as of  September  30,  1999  (such  statements,  collectively,  the
"Financial  Statements"),  included in the Commission Filings,  were prepared in
accordance with generally accepted accounting  principles ("GAAP") (as in effect
from time to time)  applied  on a  consistent  basis in all  material  respects,
(except as may be indicated  therein or in the notes or  schedules  thereto) and
fairly present, in all material respects, the consolidated financial position of
the Company and its  consolidated  Subsidiaries  as of the dates thereof and the
results of their operations and changes in cash flows for the periods then ended
(subject,  in the case of  unaudited  statements,  to the  absence  of notes and
normal year-end adjustments).

          (ii) Section  3.01(e)(ii) of the Company  Disclosure Letter sets forth
the trial balance of the assets,  liabilities and shareholders'  equity accounts
of the Company and its consolidated  Subsidiaries as of September 30, 1999. Each
such account  reflected on the trial  balance has been  included in or allocated
between (a) the Company's  leveraged  lease portfolio and (b) the Company's real
estate portfolio,  as agreed to by the parties hereto. Since September 30, 1999,
the Company has consistently  allocated all of its known liabilities  consistent
with  the  trial  balance  set  forth  on  Section  3.01(e)(ii)  of the  Company
Disclosure Letter and in accordance with GAAP.

          (iii) Section 3.01(e)(iii) of the Company Disclosure Letter sets forth
the  condensed   consolidated  financial  statements  of  the  Company  and  its
consolidated  Subsidiaries  as of and for the three and nine month periods ended
September  30, 1999 together with the report of KPMG LLP dated October 15, 1999.
The balance sheet included in such condensed  consolidated  financial statements
was  prepared  from and is  consistent  with the trial  balance  referred  to in
Section 3.01(e)(ii) above.

          (f) Absence of Certain Changes.  Except as previously disclosed in the
Commission  Filings,  as set forth in Section 3.01(f) of the Company  Disclosure
Letter or as otherwise contemplated by this Agreement,  since September 30, 1999
(i) there has not been any  material  adverse  change  in the  Condition  of the
Company  and its  Subsidiaries  taken as a whole,  in each case  other  than any
change (x)  arising in the  ordinary  course of  business,  (y)  arising  out of
changes in general economic,  regulatory or political  conditions or (z) arising
out of changes  which  affect  the  markets in which the  Company  operates,  in
general and (ii) the  businesses  of the  Company  and each of its  Subsidiaries
(including,  without  limitation,  with respect to the Leveraged Lease Portfolio
have been conducted only in the ordinary course.

          (g)  Title to  Properties;  Encumbrances.  (i)  Except as set forth in
Section 3.01(g)(i) of the Company Disclosure Letter, the Company and each of its
Subsidiaries  and each  Relevant  Entity (as  defined  in  Section  3.01(g)(iii)
hereof) has good title to (A) all of its material tangible properties and assets
(real and  personal),  including,  without  limitation,  all the  properties and
assets  reflected in the  consolidated  balance  sheet as of September  30, 1999
except as indicated in the notes  thereto and except for  properties  and assets
reflected in the consolidated  balance sheet as of September 30, 1999 which have
been sold or otherwise disposed of in the ordinary course of business after such
date, and (B) all the material  tangible  properties and assets purchased by the
Company and any of its Subsidiaries and each Relevant Entity since September 30,
1999 except for such  properties  and assets  which have been sold or  otherwise
disposed  of in the  ordinary  course of  business;  in each case  subject to no
Encumbrance,  except for (1) Encumbrances  reflected in the consolidated balance
sheet as of September 30, 1999 (including the notes thereto),  (2)  Encumbrances
consisting  of zoning or  planning  restrictions,  easements,  permits and other
restrictions  or  limitations on the use of real property or  irregularities  in
title thereto which do not  materially  detract from the value of, or materially
impair the use of, such  property by the Company or any of its  Subsidiaries  in
the  operation  of its  respective  business,  (3)  statutory  liens or liens of
landlords,  carriers,   warehousemen,   mechanics,  suppliers,   materialmen  or
repairmen  arising in the ordinary  course of  business,  (4)  Encumbrances  for
current taxes, assessments or governmental charges or levies on property not yet
due and  delinquent  and (5)  such  Encumbrances  as would  not have a  material
adverse effect on the Condition of the Company and its  Subsidiaries  taken as a
whole.

          (ii) Leases.  Section  3.01(g)(ii)  of the Company  Disclosure  Letter
contains  a list of all  leases of real  property  (with an annual  base  rental
amount  (not  including  variable  payments)  in excess of $50,000) to which the
Company or any of its  Subsidiaries  is a party  (collectively,  "Real  Property
Leases"). To the Company's knowledge, except as set forth in Section 3.01(g)(ii)
of the Company Disclosure Letter or as disclosed in the Commission Filings,  (1)
each lease set forth in Section  3.01(g)(ii) of the Company Disclosure Letter is
in full force and effect, (2) all rents and additional rents due to date on each
such lease have been paid (other than for amounts not  exceeding  $25,000 in the
aggregate  with  respect to each such lease) and (3) neither the Company nor any
of  its  Subsidiaries  has  received  written  notice  that  it  is  in  default
thereunder, except to the extent that the failure to be in full force and effect
or pay such rents or such default  would not have a material  adverse  effect on
the Condition of the Company and its Subsidiaries taken as a whole.

          (iii) Leveraged Lease Portfolio.  Section  3.01(g)(iii) of the Company
Disclosure Letter including the detailed sections referred to therein contains a
list of all  leveraged  and  operating  leases of personal  property  other than
personal property included in or underlying the Real Property Leases and certain
real property  (collectively,  the "Leveraged Lease  Portfolio"),  including all
material amendments,  extensions and waivers thereto to which the Company or any
of its  Subsidiaries,  or  the  trust  of  which  the  Company  or the  relevant
Subsidiary  of the  Company  is the  beneficiary  (such  entity,  the  "Relevant
Entity"), is a party. Except as set forth in Section 3.01(g)(iii) of the Company
Disclosure Letter or as disclosed in the Commission Filings,  (1) each lease set
forth in Section  3.01(g)(iii) of the Company Disclosure Letter is in full force
and effect and constitutes the valid and enforceable right and obligation of the
Relevant Entity and, to the Company's  knowledge,  the other parties thereto and
there are no amendments,  extensions, or waivers of any of the terms thereof, or
agreements  among the  parties  thereto to which the  Relevant  Entity is also a
party relating to any of such matters (including,  without limitation,  residual
sharing, tax sharing,  remarketing or similar agreements) that are not disclosed
in Section  3.01(g)(iii)  of the Company  Disclosure  Letter,  (2) there has not
occurred  any event  which  constitutes  a default  or event of  default  by the
Relevant Entity or, to the Company's knowledge, by the lessee under any lease in
the Leveraged Lease Portfolio or other default with respect to the repair of, or
modifications  or  improvements  to,  the  assets  subject  to  any  such  lease
(including with respect to any airworthiness  directives or manufacturer service
bulletin)  that is presently  continuing,  or, to the Company's  knowledge,  any
event of loss, casualty or similar occurrence  thereunder,  (3) to the Company's
knowledge,  all rents and  additional  rents,  or amounts  payable in lieu of or
supplemental  to rent,  due to date under  each such  lease have been paid,  and
there are no  prepayments or  overpayments  of such rents or amounts (other than
with respect to the unexpired portion of any rent payment period thereto paid in
advance),  (4) the Relevant  Entity has not  received  payment in respect of any
indemnity  obligation of any lessee  thereunder,  including  any tax  indemnity,
other than reimbursement of out-of-pocket expenses related to the performance or
enforcement  of any term or  condition of any such lease,  and no tax  indemnity
claim has been made by the Relevant Entity party thereto under any such lease or
related  agreement  and, to the Company's  knowledge,  there is no basis for any
such  claim  against  any  lessee,  and  (5)  none  of the  Company,  any of its
Subsidiaries  or, to the Company's  knowledge,  any Relevant Entity has received
written notice of (x) any default or event which,  with or without the giving of
notice or the passage of time or both, or otherwise,  would constitute a default
under  any  lease  in the  Leveraged  Lease  Portfolio  or any  loan  agreement,
indenture or other financing instrument related thereto, except such as has been
cured within any  applicable  grace period  thereunder,  (y) the exercise by any
lessee of any purchase or renewal  option  provided by any such lease or (z) the
exercise by any lessee of any early  termination  option provided therein or the
assertion of any right or claim by any lessee to cancel, terminate or modify any
such lease.  To the  Company's  knowledge,  there are no  duplicate  or executed
original  counterparts  of any lease in the Leveraged Lease Portfolio other than
those marked  "duplicate"  or a  counterpart  number other than the  counterpart
delivered to the holder of any non-recourse  debt with respect thereto and there
exists no  offset,  counterclaim,  right of  recoupment  or  abatement  or other
defenses to  performance  or the payment of rent or other sums due thereunder by
any lessee. All insurance required to be maintained by the Company or any of its
Subsidiaries or a Relevant  Entity under any agreement,  instrument or indenture
relating to the Leveraged Lease Portfolio  (including the insurance specified in
Section 4.16 hereof) or, to the Company's knowledge,  by any lessee with respect
to any of the property  included in or underlying the Leveraged Lease Portfolio,
is in full force and effect and names the Company or the relevant  Subsidiary of
the Company or the  Relevant  Entity as  additional  insureds and loss payees as
their respective interests appear.

          (h)  Compliance  with  Laws.  Except  as set  forth in the  Commission
Filings or as set forth in Section 3.01(h) of the Company Disclosure Letter, the
Company  and its  Subsidiaries  are in  compliance  with  all  applicable  laws,
regulations,  orders, judgments and decrees (including,  without limitation, the
Federal  Aviation  Act and all rules  and  regulations  promulgated  thereunder)
(other  than with  respect to taxes,  Environmental  Laws (as defined in Section
3.01(p) hereof),  employee  benefits and federal  securities laws, which are the
subject of specific representations contained in this Agreement), except in each
case where the failure to so comply would not have a material  adverse effect on
the Condition of the Company and its Subsidiaries  taken as a whole or would not
prevent or materially  delay  consummation of the  transactions  contemplated by
this Agreement.

          (i)  Litigation.  Except as disclosed in the Commission  Filings or as
set forth in  Section  3.01(i) of the  Company  Disclosure  Letter,  there is no
action,  suit,  proceeding  at  law or in  equity,  or  any  arbitration  or any
administrative  or other  proceeding  by or before (or to the  knowledge  of the
Company any  investigation  by) any  governmental  or other  instrumentality  or
agency, pending against the Company or any of its Subsidiaries,  or by which any
of their properties or rights are subject,  which, either individually or in the
aggregate,  would have a material adverse effect on the Condition of the Company
and its  Subsidiaries  taken as a whole or would  prevent  or  materially  delay
consummation  of the  transactions  contemplated  by this  Agreement.  Except as
disclosed in the  Commission  Filings or as set forth in Section  3.01(i) of the
Company Disclosure Letter,  neither the Company nor any of its Subsidiaries (nor
any of their  respective  assets) is subject  to any  judgment,  order or decree
entered in any lawsuit or proceeding  which would have a material adverse effect
on the Condition of the Company and its  Subsidiaries  taken as a whole or would
prevent or materially  delay  consummation of the  transactions  contemplated by
this Agreement.

          (j) Employee Benefit Plans. Each material employee benefit plan within
the meaning of Section 3(3) of the Employee  Retirement  Income  Security Act of
1974,  as  amended  ("ERISA"),  maintained  by  the  Company  and/or  any of its
Subsidiaries  or to  which  the  Company  or  any  such  Subsidiary  contributes
(collectively, the "Employee Benefit Plans") is listed in Section 3.01(j) of the
Company Disclosure Letter. Except as set forth in Section 3.01(j) of the Company
Disclosure Letter or disclosed in the Commission  Filings, or to the extent that
any breach of the  representations  set forth in this sentence  would not have a
material  adverse  effect on the  Condition of the Company and its  Subsidiaries
taken  as a  whole:  (i)  each  Employee  Benefit  Plan  is in  compliance  with
applicable  law and has  been  administered  and  operated  in all  respects  in
accordance with its terms;  (ii) each Employee Benefit Plan which is intended to
be "qualified" within the meaning of Section 401(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), has received a favorable  determination letter
from the Internal Revenue Service and, to the knowledge of the Company, no event
has occurred and no condition exists which would result in the revocation of any
such  determination;  (iii) no Employee  Benefit  Plan is covered by Title IV of
ERISA or  subject  to  Section  412 of the Code or  Section  302 of ERISA;  (iv)
neither  the  Company  nor  any  of its  Subsidiaries,  nor,  to  the  Company's
knowledge, any other "disqualified person" or "party in interest" (as defined in
Section  4975(e)(2)  of the Code and Section 3(14) of ERISA,  respectively)  has
engaged in any  transactions in connection  with any Employee  Benefit Plan that
would result in the imposition of a penalty  pursuant to Section 502(i) of ERISA
or a tax  pursuant  to  Section  4975 of the Code;  and (v) no claim,  action or
litigation, has been made, commenced or, to the Company's knowledge,  threatened
with  respect to any  Employee  Benefit  Plan  (other  than  routine  claims for
benefits payable in the ordinary course, and appeals of denials of such claims).

          (k) Taxes.  Except to the extent  that the  failure to do so would not
have  a  material  adverse  effect  on the  Condition  of the  Company  and  its
Subsidiaries  taken as a whole,  the Company has filed or caused to be filed, or
will file or cause to be filed on or prior to the Effective  Date,  all federal,
state,  local and  foreign  tax  returns  and tax  reports  (including,  without
limitation,  with respect to the  acquisition,  ownership or lease of any of the
assets  included in or  underlying  the  Leveraged  Lease  Portfolio)  which are
required  to be filed by, or with  respect  to,  the  Company on or prior to the
Effective  Date (taking into account any extension of time to file granted to or
on behalf of the Company) (collectively,  the "Returns"). Except as set forth in
Section 3.01(k) of the Company  Disclosure Letter or disclosed in the Commission
Filings,  and  except to the extent  that the  failure to do so would not have a
material  adverse  effect on the  Condition of the Company and its  Subsidiaries
taken as a whole, all federal,  state, local and foreign taxes ("Taxes") due and
payable by the Company on or prior to the Effective Date,  including all amounts
shown to be due on any Return,  have been, or prior to the  Effective  Date will
be,  paid or fully  provided  for on the books and  records  of the  Company  in
accordance  with  GAAP.  Except as set forth in Section  3.01(k) of the  Company
Disclosure  Letter, (a) there are no written waivers in effect of the applicable
statutory  period of limitation  for Taxes of the Company for any taxable period
and (b) no deficiency  assessment or proposed adjustment with respect to any tax
liability of the Company for any taxable  period is pending or, to the knowledge
of the Company,  threatened,  except for such deficiency assessments or proposed
adjustments  that would not have a material  adverse  effect on the Condition of
the Company and its  Subsidiaries  taken as a whole.  Furthermore,  there are no
outstanding requests by the Company or any of its Subsidiaries for any ruling of
the Internal Revenue Service including,  without limitation, with respect to any
of the assets  included in or underlying the Leveraged Lease  Portfolio,  and no
written notice has been received by the Company or any of its  Subsidiaries of a
proposed reassessment of any Taxes.

          (l)  Liabilities.  Neither the Company nor any of its Subsidiaries has
any material  claims,  liabilities or  indebtedness  outstanding  which would be
required to be reflected on a balance  sheet  prepared in  accordance  with GAAP
except  (i) as set forth in the  Financial  Statements,  or  referred  to in the
footnotes thereto, (ii) as set forth in Sections 3.01(e)(ii) and 3.01(e)(iii) of
the Company  Disclosure  Letter,  (iii) for liabilities  incurred  subsequent to
September  30,  1999,  in the  ordinary  course of  business,  (iv) as otherwise
disclosed  in  the  Commission  Filings  or  (v)  such  claims,  liabilities  or
indebtedness  which would not have a material adverse effect on the Condition of
the Company and its Subsidiaries taken as a whole.

          (m)  Intellectual  Properties.  Except  as would  not have a  material
adverse effect on the Condition of the Company and its  Subsidiaries  taken as a
whole,  as set forth in Section 3.01(m) of the Company  Disclosure  Letter or as
disclosed in the  Commission  Filings,  to the  knowledge  of the  Company,  the
Company and its Subsidiaries own or have valid,  binding and enforceable  rights
to use all patents,  trademarks,  trade names,  service  marks,  service  names,
copyrights,  applications  therefor  and  licenses  or other  rights in  respect
thereof  ("Intellectual  Property")  used or held for use in connection with the
business of the Company or its Subsidiaries, without any known conflict with the
rights of others.  Neither the Company nor any of its  Subsidiaries has received
any notice in writing from any other Person  pertaining  to or  challenging  the
right of the Company or any of its Subsidiaries to use any Intellectual Property
or any trade secrets, proprietary information,  inventions,  know-how, processes
and  procedures  owned or used or licensed  to the Company or its  Subsidiaries,
except (i) as set forth in Section 3.01(m) of the Company  Disclosure  Letter or
(ii) with respect to rights the loss of which, individually or in the aggregate,
would not have a material adverse effect on the Condition of the Company and its
Subsidiaries taken as a whole.

          (n) Material Contracts.  Except as set forth in Section 3.01(n) of the
Company  Disclosure Letter and except for (i) the Asset Disposition  Agreements,
(ii)  the  Contracts  (as  defined  in  each  of  the  Real  Estate  Disposition
Agreements) and (iii) any agreements,  contracts and commitments  that are to be
fully  performed by the Company or any  Subsidiary  of the Company  prior to the
Effective Time,  neither the Company nor any Subsidiary of the Company has or is
bound by any  agreement,  contract or commitment  that involves base payments or
the  performance  of  services  by it of an amount or value (as  measured by the
revenue  derived  therefrom  during fiscal year  1998-1999) in excess of $12,000
annually.  Except as otherwise set forth in Sections  3.01(d) and 3.01(n) of the
Company  Disclosure  Letter,  each  contract or  agreement  set forth in Section
3.01(n) of the  Company  Disclosure  Letter is in force and effect and (A) there
exists no default or event of default  or event,  occurrence,  condition  or act
(including  the  consummation  of the  Offer or the  Merger)  on the part of the
Company or any of its Subsidiaries  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,  except  for such  default or event of default
which would not have a material  adverse  effect on the Condition of the Company
and its  Subsidiaries  taken as a whole 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 full 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.

          (o) Broker's or Finder's Fee. Except for Donaldson,  Lufkin & Jenrette
Securities  Corporation  (whose fees and expenses will be paid by the Company at
or prior to the Effective Time in accordance  with the Company's  agreement with
such firm), no agent, broker, Person or firm acting on behalf of the Company is,
or will be,  entitled to any fee,  commission  or broker's or finder's fees from
any of the parties  hereto,  or from any Person  controlling,  controlled by, or
under common  control with any of the parties  hereto,  in connection  with this
Agreement or any of the transactions contemplated hereby.

          (p)  Environmental  Laws and Regulations.  Except as set forth in this
Section  3.01(p),  Section  3.01(p)  of  the  Company  Disclosure  Letter  or as
disclosed in the  Commission  Filings,  or as would not have a material  adverse
effect on the  Condition of the Company and its  Subsidiaries  taken as a whole,
and to the knowledge of the Company:

                    (i)  Hazardous  Materials  have  not been  generated,  used,
          treated or stored by the  Company or its  Subsidiaries  on any Company
          Property, except for quantities generated,  used, treated or stored at
          such Company  Property in compliance  with  Environmental  Laws and as
          required in connection  with the normal  operations and maintenance of
          such Company Property;

                    (ii) Hazardous  Materials have not been Released or disposed
          of by the Company or its Subsidiaries on any Company Property,  except
          for  quantities  Released or disposed of on such  Company  Property in
          compliance with Environmental Laws and required in connection with the
          normal operation and maintenance of such Company Property;

                    (iii) The Company  and its  Subsidiaries  are in  compliance
          with  Environmental  Laws and the requirements of permits issued under
          such Environmental Laws with respect to any Company Property;

                    (iv) There are no pending or threatened Environmental Claims
          against the Company, any of its Subsidiaries or any Company Property;

                    (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 the Company or any of its  Subsidiaries,
          or,  to the  knowledge  of  the  Company,  against  any  Person  whose
          liability  for  any  Environmental   Claim  the  Company  or  any  its
          Subsidiaries  has  retained  or assumed  whether  contractually  or by
          operation of law;

                    (vi) The  Company and its  Subsidiaries  have  delivered  or
          otherwise made  available for inspection to Parent true,  complete and
          correct copies and results of any reports, studies, analyses, tests or
          monitoring  in the  possession  of  the  Company  or its  Subsidiaries
          pertaining to Hazardous  Materials in, on,  beneath or adjacent to any
          Company Property; and

                    (vii) There are no underground  storage tanks located on any
          Company Property.

          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.

          As used in this Section  3.01(p),  the following  terms shall have the
meanings set forth below:

                    (1)  "Company   Property"   means  any  real   property  and
          improvements owned, leased (as lessee or lessor), operated or occupied
          by the Company or any of its Subsidiaries at any time;

                    (2)  "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  substances",  "hazardous
          wastes",  "hazardous  materials",  "extremely  hazardous  substances",
          "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;

                    (3)  "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  Effective
          Date, and any judicial or administrative  interpretation thereof as of
          the Effective 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;

                    (4) "Environmental Claims" means administrative,  regulatory
          or judicial actions,  suits, demands,  demand letters,  claims, liens,
          notices of non-compliance or violation,  investigations or proceedings
          relating  in any way to any  Environmental  Law or any  permit  issued
          under any such Environmental Law (hereafter  "Claims"),  including (a)
          Claims by  governmental  or regulatory  authorities  for  enforcement,
          cleanup,  removal,  response,  remedial  or other  actions  or damages
          pursuant  to any  applicable  Environmental  Law and (b) Claims by any
          third  party  seeking  damages,  contribution,  indemnification,  cost
          recovery,  compensation or injunctive  relief resulting from Hazardous
          Materials  or  arising  from  alleged  injury  or  threat of injury to
          health, safety or the environment; and

                    (5)  "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.

          (q) State Takeover Statutes. The Board of Directors of the Company has
approved the Offer and this Agreement and Sections  607.0901 and 607.0902 of the
FBCA are inapplicable to the Offer and this Agreement and the other transactions
contemplated by this Agreement.

          (r) Rights Agreement.  Prior to the date of acceptance for payment and
immediately  following  payment  to the  paying  agent  designated  in the Offer
Documents  for not less than 80% of all the shares of Common  Stock  outstanding
(calculated on a fully diluted basis) in accordance with the Offer,  the Company
and the Board of Directors of the Company  shall have taken and will maintain in
effect all necessary action to (i) render the Rights Agreement inapplicable with
respect to the Offer and (ii) ensure that (y) neither  Parent nor Sub nor any of
their Affiliates (as defined in the Rights  Agreement) or Associates (as defined
in the Rights  Agreement) is considered to be an Acquiring Person (as defined in
the Rights Agreement) and (z) the provisions of the Rights Agreement,  including
the occurrence of a Distribution Date (as defined in the Rights Agreement),  are
not and shall not be triggered by reason of the  announcement or consummation of
the Offer.  The Company has made available to Parent a complete and correct copy
of the  Rights  Agreement  as  amended  and  supplemented  to the  date  of this
Agreement.

          (s) Year  2000.  There is not  reasonably  expected  to be a  material
adverse effect on the Condition of the Company and its  Subsidiaries  taken as a
whole caused by the failure to be Year 2000  Compliant  with respect to computer
systems,  computer  software or technology  that are internal to the Company and
its  Subsidiaries.  There is not  reasonably  expected to be a material  adverse
effect on the  Condition  of the Company and its  Subsidiaries  taken as a whole
caused by the failure to be Year 2000  Compliant  of any products or services of
the Company or its Subsidiaries sold or licensed to customers of the Company and
its  Subsidiaries.  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.

          (t) Opinion of Financial Advisor. The Company has received the opinion
of Donaldson, Lufkin & Jenrette Securities Corporation to the effect that, as of
the date of this Agreement,  the  consideration  to be received in the Offer and
the Merger by the Company's  shareholders is fair to the Company's  shareholders
from a financial  point of view,  and a complete and correct signed copy of such
opinion has been, or will be, delivered to Parent.

          (u) Disclosure.  The information  contained in the Company  Disclosure
Letter as it relates to the  representations  and warranties made by the Company
in this Section 3.01 does not contain any untrue statement of a material fact.

          (v) Distribution Agreement. To the Company's knowledge,  (i) there are
no  outstanding  claims  against the Company or accrued  obligations  or accrued
liabilities  of  the  Company  of  any  nature  whatsoever   arising  under  the
Distribution  Agreement,  dated  as of  December  16,  1996  (the  "Distribution
Agreement"), by and between Florida Progress Corporation, a Florida corporation,
and the Company,  or under any Ancillary  Agreement,  in each case that have not
been satisfied in full and (ii) since December 16, 1996, there has been no claim
asserted by Florida Progress  Corporation (or any Affiliate thereof) against the
Company  (A)  in  respect  of  any  Indemnifiable  Losses  of  Florida  Progress
Corporation  (or any  Affiliate  thereof)  or (B) in respect of any Third  Party
Claim asserted against Florida Progress  Corporation (or any Affiliate thereof).
Capitalized terms used in this Section 3.01(v) and not defined in this Agreement
shall  have  the  respective  meanings  ascribed  thereto  in  the  Distribution
Agreement.

          3.02  Representations and Warranties of Parent and Sub. Each of Parent
and Sub represents and warrants to the Company as follows:

          (a) Due Organization;  Good Standing and Corporate Power.  Parent is a
limited  liability  company  duly  organized  and validly  existing  and in good
standing  under  the  laws  of  its  jurisdiction  of  organization.  Sub  is  a
corporation duly organized, validly existing and in good standing under the laws
of the  State  of  Florida.  EIN  Corp.,  a  Delaware  corporation  and a direct
wholly-owned  subsidiary  of Parent  ("Delaware  Sub"),  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  Each of Parent,  Sub and  Delaware  Sub has all  requisite  power and
authority to own,  lease and operate its properties and to carry on its business
as now  being  conducted  except  where  the  failure  to have  such  power  and
authority,  individually  or in the  aggregate,  would not prevent or materially
delay the consummation of the transactions contemplated by this Agreement.

          (b)  Authorization  and Validity of Agreement.  Each of Parent and Sub
has the power and  authority to execute and deliver this  Agreement,  to perform
its  obligations  hereunder  and to  consummate  the  transactions  contemplated
hereby. The execution,  delivery and performance of this Agreement by Parent and
Sub,  and the  consummation  by each  of them of the  transactions  contemplated
hereby,  have been duly  authorized  by the member and manager of Parent and the
Board of  Directors  of Sub. No other  limited  liability  company or  corporate
action on the part of either of Parent  or Sub is  necessary  to  authorize  the
execution,  delivery and performance of this Agreement by each of Parent and Sub
and the consummation of the transactions contemplated hereby (other than, in the
case of Sub,  the filing and  recordation  of  appropriate  merger  documents as
required by the FBCA).  This  Agreement  has been duly executed and delivered by
each of Parent and Sub and is a valid and binding  obligation  of each of Parent
and Sub,  enforceable  against  each of Parent  and Sub in  accordance  with its
terms,  except that such  enforcement  may be limited by applicable  bankruptcy,
insolvency,  reorganization,  fraudulent  transfer,  moratorium or other similar
laws affecting creditors' rights generally, and general equitable principles.

          (c) Consents and Approvals; No  Violations.  Assuming (i) any filings
required under the HSR Act are made and any applicable waiting period thereunder
has been  terminated or has expired,  (ii) the  requirements of the Exchange Act
relating  to the Offer are met,  and (iii) the filing of the  Articles of Merger
and other  appropriate  merger  documents,  if any, as required by the FBCA, the
execution and delivery of this Agreement by Parent and Sub and the  consummation
by Parent and Sub of the transactions  contemplated hereby will not: (1) violate
any provision of the  Certificate of Formation or Operating  Agreement of Parent
or the  Articles  of  Incorporation  or By-Laws  of Sub;  (2)  violate  any law,
statute, ordinance, rule, regulation (including, without limitation, Regulations
T, U and X of the Board of  Governors  of the  Federal  Reserve  System)  or any
applicable order, writ, injunction or decree of any court or of any governmental
or regulatory body, agency or authority  applicable to Parent or Sub or by which
either of their  respective  properties or assets may be bound;  (3) 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 (4) 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  or  acceleration)   under,  or  result  in  the  creation  of  any
Encumbrance upon any of the properties or assets of Parent,  Sub or any of their
subsidiaries  under,  any of the terms,  conditions  or  provisions of any note,
bond, mortgage, indenture, license, franchise, permit, agreement, lease or other
instrument or obligation to which Parent or Sub or any of their  subsidiaries is
a party, or by which they or their respective  properties or assets may be bound
except,  in the cases of clauses  (2),  (3) and (4) above,  for any such filing,
permit,  consent,  approval, the failure to obtain or make which, and except for
any breach,  violation or  Encumbrance  which,  would not prevent or  materially
delay consummation of the transactions contemplated by this Agreement.

          (d)  Capitalization.  (i) The authorized capital stock of Sub consists
of 1,000 shares of common stock, par value $.01 per share, of which 1,000 shares
are  outstanding.  All of the  outstanding  shares  of  common  stock of Sub are
entitled to vote as a class and are owned of record by Parent.

          (ii) The  authorized  capital  stock of Delaware Sub consists of 1,000
shares of common  stock,  par value $.01 per share,  of which  1,000  shares are
outstanding.  All of the outstanding  shares of common stock of Delaware Sub are
entitled to vote as a class and are owned of record by Parent.

          (iii) Except as set forth above in this Section  3.02(d),  Parent does
not own any shares of capital stock or other equity interests in any Person.

          (e) Broker's or Finder's Fee. No agent, broker,  Person or firm acting
on behalf of Parent or Sub is, or will be,  entitled to any fee,  commission  or
broker's or finder's  fees from any of the  parties  hereto,  or from any Person
controlling,  controlled  by, or under  common  control  with any of the parties
hereto,   in  connection  with  this  Agreement  or  any  of  the   transactions
contemplated hereby.

          (f) Financing. The Credit Agreement, dated as of January 21, 2000 (the
"Credit  Agreement"),  by and among Sub (as borrower),  Utrecht-America  Finance
Co., a Delaware  corporation  (as initial  lender),  and  Cooperatieve  Centrale
Raiffeisen-Boerenleenbank  B.A.,  "Rabobank  Nederland",  New  York  branch  (as
agent),  which upon the terms and subject to the conditions thereof provides for
up to $300,000,000 senior secured single draw term loan facility,  has been duly
authorized,  executed  and  delivered  by each of the parties  thereto.  A true,
complete  and correct  copy of the Credit  Agreement  has been  furnished to the
Company  prior to the date hereof.  The Credit  Agreement  has not been amended,
modified or supplemented in any way and is in full force and effect.

          (g) Parent Not an Affiliated  Shareholder.  As of the date hereof, (i)
neither Parent nor any of its Affiliates (as defined in Section 6.14 hereof) is,
with respect to the Company, an "interested shareholder" as such term is defined
in Section 607.0901 of the FBCA and (ii) Parent and its Affiliates  collectively
do not hold directly or indirectly any outstanding voting shares of the Company.

          (h) Size of Person.  At all times prior to the Effective Time, none of
Parent,  Sub,  Delaware  Sub or any  "ultimate  parent  entity" (as such term is
defined  in the  regulations  promulgated  under the HSR Act),  individually  or
collectively,  holds or owns assets,  or has annual net sales, of $10,000,000 or
more  (as  calculated  in  accordance  with  the HSR Act  (and  the  regulations
promulgated thereunder)).

          (i) Capital Contributions; Cash On Hand; Special Purpose Entities. (i)
Parent  has  received  at  least   $2,000,000   from  new  cash  common   equity
contributions by its sole member.

          (ii) Parent has  unrestricted and unutilized cash on hand in an amount
not less than $2,000,000.

          (iii) Each of  Parent,  Sub and  Delaware  Sub was formed for the sole
purpose of effecting  the  transactions  contemplated  hereby and by the Omnibus
Agreement  (as defined in Section 6.14 hereof)  and,  prior to the  consummation
thereof, had no assets or liabilities except in connection with the transactions
contemplated   hereby  and  thereby.   Parent  engages  in  no  direct  business
activities,  other  than  (x) its  ownership  of the  capital  stock  of Sub and
Delaware  Sub and  liabilities  incident  thereto and (y) its  obligations  with
respect to this  Agreement and the Omnibus  Agreement.  Sub engages in no direct
business activities,  other than its obligations with respect to this Agreement,
the Credit  Agreement  and the  Omnibus  Agreement.  Delaware  Sub engages in no
direct  business  activities,  other than its  obligations  with  respect to the
Credit Agreement and the Omnibus Agreement (upon giving effect to the provisions
of Section 4.19 hereof).

          (j) Going Concern; Solvency. As of the Effective Time, both before and
after  giving  effect to the  transactions  contemplated  hereby,  as to each of
Parent, Sub, Delaware Sub and, to the best of Parent's knowledge with respect to
any  liabilities  or  obligations  (contingent  or otherwise) of the Company and
otherwise without  qualification,  the Surviving  Corporation,  individually and
collectively, (i) all of such entity's known debts and obligations have been, or
will be, paid in full,  (ii) the sum of such entity's  debts is not greater than
such entity's assets at a fair valuation,  (iii) such entity is generally paying
its debts as they  become  due and (iv) such  entity has  reasonably  sufficient
capital to conduct its business, to engage in all contemplated transactions, and
to satisfy its debts,  contingencies and obligations  (including federal,  state
and local income taxes) as they become due. None of Parent,  Sub or Delaware Sub
actually  intends,  by consummating the  transactions  contemplated  hereby,  to
engage in a transaction void or voidable under Section  548(a)(1)(A) of Title 11
of the United States Code or the comparable  provisions of any applicable  state
statute (including, without limitation, Chapter 726 of the Florida Statutes).

                                   ARTICLE IV

                                    COVENANTS

          4.01 Access to Information Concerning Properties and Records; Delivery
of Financial  Information.  (a) During the period  commencing on the date hereof
and ending on the Effective Date, the Company shall, and shall cause each of its
Subsidiaries  to,  upon  reasonable  notice,  afford  Parent and Sub,  and their
respective    counsel,    accountants,    consultants   and   other   authorized
representatives,   reasonable   access  during  normal  business  hours  to  the
employees,  properties, books and records of the Company and its Subsidiaries in
order that they may have the  opportunity  to make such  investigations  as they
shall  desire of the  affairs of the Company  and its  Subsidiaries  (other than
relating to those Assets with respect to which no liability shall be retained by
the Surviving  Corporation after giving effect to the transactions  contemplated
by the Asset  Disposition  Agreements).  The Company shall  furnish  promptly to
Parent and Sub (i) a copy of each report,  schedule,  registration statement and
other document filed by it or its  Subsidiaries  during such period  pursuant to
the  requirements  of  Federal  or state  securities  laws  and  (ii) all  other
information  concerning  its  or  its  Subsidiaries'  business,  properties  and
personnel as Parent and Sub may reasonably request.  The Company agrees to cause
its officers and  employees to furnish such  additional  financial and operating
data and other information and respond to such inquiries as Parent and Sub shall
from time to time reasonably request.

          (b) On or prior to February 15,  2000,  the Company  shall  deliver to
Parent a copy of all written information prepared by the Company with respect to
its  fiscal  year  ended  December  31,  1999  of the  type  which  the  Company
customarily  prepares to initially deliver to its independent auditors (prior to
responding to any inquiries from its  independent  auditors) in connection  with
the  preparation of the Company's  financial  statements in accordance with GAAP
for the end of a fiscal year of the Company.

          (c) During the period  commencing on the date hereof and ending on the
Effective Date, to the extent (and only to the extent) that the Company delivers
to its  independent  auditors  any written  information  prepared by the Company
relating  to the fiscal  year ended  December  31,  1999 or any prior  period or
otherwise  bearing upon the Condition of the Company and its Subsidiaries  taken
as a whole,  the  Company  shall,  concurrently  with such  delivery  of written
information  to its  independent  auditors,  deliver to Parent true and complete
copies of all such written information.

          4.02 Confidentiality. Information obtained by Parent and Sub and their
respective    counsel,    accountants,    consultants   and   other   authorized
representatives  pursuant  to  Section  4.01  hereof  shall  be  subject  to the
provisions of the Confidentiality  Agreement, dated April 21, 1999, entered into
by and between Donaldson, Lufkin & Jenrette Securities Corporation, as agent for
the Company, and an agent for ETA Holding Corp., the manager of Parent.

          4.03  Conduct of the  Business  of the Company  Pending the  Effective
Date. The Company agrees that, except as permitted, required or contemplated by,
or otherwise  described in, this Agreement,  the Company  Disclosure Letter, the
Asset  Disposition  Agreements  or otherwise  consented to or approved by Parent
(which consent or approval shall not be  unreasonably  withheld,  conditioned or
delayed),  during the  period  commencing  on the date  hereof and ending on the
Effective Date:

          (a) the  Company  and  each of its  Subsidiaries  will  conduct  their
respective  operations  only  according  to their  ordinary  course of  business
consistent  with past  practice  and will use their  reasonable  best efforts to
preserve  intact their  respective  business  organization,  keep  available the
services of their officers and employees and maintain satisfactory relationships
with  licensors,  suppliers,  distributors,  clients,  landlords,  joint venture
partners, employees and others having business relationships with them;

          (b) neither the Company nor any of its  Subsidiaries  shall:  (i) make
any  change in or  amendment  to its  articles  of  incorporation  or by-laws or
comparable  governing  documents;  (ii) authorize for issuance,  issue,  sell or
deliver (or agree or commit to issue, sell or deliver),  whether pursuant to the
issuance or granting of options, warrants, commitments, subscriptions, rights to
purchase or otherwise, any shares of its capital stock (other than in connection
with (A) the exercise of certain  options  outstanding on the date hereof or (B)
the  exercise  of  subscription  rights set forth in the  Echelon  International
Corporation  1996 Employee  Stock Purchase Plan (as in effect on the date hereof
and as may be amended as contemplated by Section 2.09 of this Agreement)); (iii)
sell or pledge or agree to sell or  pledge  any stock  owned by it in any of its
Subsidiaries or any other entity in which it has an equity interest;  (iv) enter
into any  contract  or  commitment  with  respect to capital  expenditures;  (v)
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 the Company may be
merged with and into the Company or any other  Subsidiary  of the Company;  (vi)
cancel,  amend or modify,  in any material  respect,  any contract  disclosed on
Section  3.01(n) of the  Company  Disclosure  Letter or enter into any  contract
that, if in effect on the date hereof,  would be required to be set forth in the
Company  Disclosure  Letter;  (vii) amend or modify any Real Estate  Disposition
Agreement, or waive any term or condition thereunder, in each case in any manner
that (A) is adverse to Parent  and Sub or (B) amends or  modifies  Schedule I to
either of the Real Estate Disposition Agreements;  (viii) except as permitted by
the Asset Disposition Agreements,  acquire any assets or securities; (ix) except
to the extent  required  under  existing  employee and director  benefit  plans,
agreements  or  arrangements  as in  effect on the date of this  Agreement,  (A)
increase the  compensation or fringe benefits of any of its directors,  officers
or employees,  (B) grant any severance or termination pay not currently required
to be paid  under  existing  severance  plans,  (C) enter  into any  employment,
consulting  or  severance  agreement or  arrangement  with any present or former
director, officer or other employee of the Company or any of its Subsidiaries or
(D)  establish,   adopt,  enter  into  or  amend  or  terminate  any  collective
bargaining,   bonus,  profit  sharing,  thrift,   compensation,   stock  option,
restricted  stock,  pension,  retirement,  deferred  compensation,   employment,
termination,  severance  or  other  plan,  agreement,  trust,  fund,  policy  or
arrangement for the benefit of any directors,  officers or employees; (x) except
in the ordinary course of business with respect to the Assets  (including Assets
acquired  pursuant to the provisions of this Section 4.03) only,  subject to the
terms and conditions of the Asset  Disposition  Agreements and otherwise without
exception,  transfer, lease, license, guarantee, sell, mortgage, pledge, dispose
of, encumber or subject to any lien, any material assets (including in any event
any asset  subject  to a lease in the  Leveraged  Lease  Portfolio)  or incur or
modify any  indebtedness  for borrowed  money (other than for  borrowings  under
existing lines of credit and  indebtedness  for working  capital in the ordinary
course of business);  (xi) make any tax election or settle or compromise any tax
liability;  (xii) except as required by  applicable  law or  generally  accepted
accounting principles, make any change in its method of accounting; (xiii) adopt
a plan of complete or partial liquidation,  dissolution,  merger, consolidation,
restructuring, recapitalization or other reorganization of the Company or any of
its  Subsidiaries  not  constituting  an  inactive  Subsidiary  (other  than  in
connection  with (A) the Merger or (B) any merger of a Subsidiary of the Company
with and into the Company or any other  Subsidiary of the  Company);  (xiv) make
any loans,  advances or capital  contributions  to, or investment  in, any other
Person,  other than to any direct or indirect  Subsidiary  of the Company;  (xv)
declare,  set  aside or pay any  dividends  on,  or make or cause to be made any
other  distributions  in respect  of, any of its capital  stock or other  equity
securities  or any interest in any  Relevant  Entity  other than  dividends  and
distributions  by a direct or indirect  Subsidiary of the Company to its parent;
(xvi)  split,  combine  or  reclassify  any of its  capital  stock  or  issue or
authorize  the issuance of any other  securities in respect of, in lieu of or in
substitution  for shares of its capital  stock;  (xvii) 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 the Company;  (xviii)  purchase,  redeem or  otherwise  acquire any shares of
capital  stock of the  Company or any  Subsidiary  or any  rights,  warrants  or
options to acquire  any such  shares or other  securities;  or (xix)  agree,  in
writing or otherwise, to take any of the foregoing actions; and

          (c)  the  Company   shall  not,  and  shall  not  permit  any  of  its
Subsidiaries  to, (i) take any action,  engage in any  transaction or enter into
any agreement  which would cause any of the  representations  or warranties  set
forth in  Section  3.01  hereof to be untrue  as of the  Effective  Date or (ii)
purchase  or acquire,  or offer to  purchase  or acquire,  any shares of capital
stock of the Company.

          Notwithstanding  anything to the contrary set forth in this Agreement,
the Company and its Subsidiaries  shall be permitted to conduct their respective
real  estate  operations  (so  long  as same  (x)  relates  only  to the  Assets
(including  Assets acquired pursuant to the provisions of this Section 4.03) and
(y) would not result in any reduction to the purchase  price or transfer  value,
as the case may be, under any of the Asset Disposition  Agreements),  including,
without  limitation,  (i) acquire (by merger,  consolidation,  or acquisition of
stock or assets) any  corporation,  partnership,  limited  liability  company or
other business or division  thereof,  (ii) enter into any contract or commitment
with  respect  to  capital  expenditures,  (iii)  cancel,  amend or  modify  any
contract, (iv) acquire a material amount of assets or securities,  (v) transfer,
lease,  license,  guarantee,  sell,  mortgage,  pledge,  dispose of, encumber or
subject to any lien, any material assets or incur or modify any indebtedness for
borrowed money,  (vi) make any loans,  advances or capital  contributions to, or
investment  in, any other Person and (vii) agree,  in writing or  otherwise,  to
take any of the  foregoing  actions)  as the  Company  or its  Subsidiaries,  as
applicable, shall deem necessary or desirable in its sole discretion.

          4.04 Shareholder  Approval. In the event that the Minimum Condition is
satisfied,  Parent and Sub agree to take all necessary and appropriate action to
cause the Merger to become effective as soon as reasonably practicable after the
completion  of the Offer,  without a meeting of the Company's  shareholders,  in
accordance with Section 607.1104 of the FBCA.

          4.05 Reasonable Best Efforts.  (a) Subject to the terms and conditions
provided  herein,  each of the Company,  Parent and Sub shall,  and Parent shall
cause Sub and the Company shall cause each of its Subsidiaries to, 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
Effective  Date, all licenses,  permits,  consents,  approvals,  authorizations,
qualifications  and orders of governmental  authorities and parties to contracts
with the Company and its Subsidiaries as are necessary to fulfill the conditions
to the Offer.

          (b) Subject to the terms and conditions  provided  herein,  Parent (in
its capacity as holder of the capital stock of the Surviving  Corporation) shall
take,  or cause  to be  taken,  all  appropriate  action  necessary,  proper  or
advisable under applicable laws and regulations to consummate and make effective
the  transactions  contemplated  by  the  Real  Estate  Disposition  Agreements,
including,  without  limitation,  executing and delivering any consents required
under applicable laws and regulations.

          4.06  No  Solicitation  of  Other  Offers.  (a)  The  Company  and its
affiliates  and  each  of  their  respective  officers,  directors,   employees,
representatives,  consultants,  investment bankers,  attorneys,  accountants and
other agents shall  immediately  cease any existing  discussions or negotiations
with any other  parties  that may be ongoing  with  respect  to any  Acquisition
Proposal (as defined below). Neither the Company nor any of its affiliates shall
take (and the Company and its  affiliates  shall not  authorize or permit any of
its officers, directors,  employees,  representatives,  consultants,  investment
bankers,  attorneys,  accountants or other agents, to so take) any action (i) to
solicit,  initiate or knowingly encourage the making of any Acquisition Proposal
or (ii) to have any  discussions or  negotiations  with, or, furnish or disclose
any  information to, any Person (other than Parent or Sub) in furtherance of, or
take any other action to facilitate  any inquiries or the making of any proposal
that  constitutes,  or is  reasonably  expected  to  lead  to,  any  Acquisition
Proposal;  provided,  that,  to the extent  that the failure to take such action
would  reasonably be likely to breach the fiduciary  obligations of the Board of
Directors  of the  Company,  as  determined  in good faith by a majority  of the
disinterested  members  thereof  based on the  advice of  outside  counsel,  the
Company may, in response to an  Acquisition  Proposal  that was not solicited by
the Company  and that did not  otherwise  result  from a breach of this  Section
4.06(a), furnish information with respect to the Company and its Subsidiaries to
any Person pursuant to a customary  confidentiality agreement and participate in
discussions or negotiations with respect to any Acquisition Proposal.

          (b) Neither the Board of  Directors  of the Company nor any  committee
thereof  shall (i) withdraw or modify in a manner  adverse to Parent or Sub, the
approval of this  Agreement or the  recommendation  by the Board of Directors or
any such committee of the Offer, (ii) approve any letter of intent, agreement in
principle,   acquisition   agreement  or  similar  agreement   relating  to  any
Acquisition  Proposal,  (iii) approve or recommend any  Acquisition  Proposal or
(iv)  enter  into  any  agreement  with  respect  to any  Acquisition  Proposal.
Notwithstanding  the foregoing,  if the Company receives a Superior Proposal (as
defined  below) and a majority  of the  disinterested  directors  of the Company
determine in good faith, based on the advice of outside counsel, that failure to
take  such  action  would   reasonably  be  likely  to  breach  their  fiduciary
obligations,  the Board of  Directors  of the Company  may, no sooner than three
Business Days following  delivery to Parent of notice of such Superior  Proposal
in  compliance  with  Section  4.06(c),  withdraw or modify its approval of this
Agreement or recommendation of the Offer and may take any other action otherwise
prohibited by this Section 4.06(b).

          "Acquisition Proposal" shall mean any inquiry,  proposal or offer from
any Person or group  relating to any direct or indirect  acquisition or purchase
of a substantial  amount of assets of the Company or any of its  Subsidiaries or
of all or any portion of any class of equity securities of the Company or any of
its  Subsidiaries,  any tender offer or exchange offer that if consummated would
result in any  Person  beneficially  owning  all or any  portion of any class of
equity  securities  of the  Company  or any of  its  Subsidiaries,  any  merger,
consolidation, business combination, recapitalization,  liquidation, dissolution
or any transaction  having similar  economic effect involving the Company or any
of its Subsidiaries,  other than the transactions contemplated by this Agreement
and the Asset Disposition Agreements. "Superior Proposal" shall mean a bona fide
written  proposal made by a third party to acquire all or  substantially  all of
the  Company  pursuant  to a tender  offer,  exchange  offer,  a merger or other
business  combination or a sale of all or substantially all of the assets of the
Company and its  Subsidiaries  on terms  which a majority  of the  disinterested
members of the Board of Directors of the Company  determines in their good faith
reasonable  judgment (after consultation with its financial advisors and outside
counsel) (i) would, if  consummated,  be superior to the holders of Common Stock
from a financial point of view than the Merger taking into account all the terms
and  conditions  of such  Acquisition  Proposal and this  Agreement  and (ii) is
reasonably capable of being completed.

          (c) The Company  promptly shall advise Parent orally and in writing of
any  Acquisition  Proposal  and the  identity  of the  Person  making  any  such
Acquisition  Proposal  including  any change to the  material  terms of any such
Acquisition  Proposal  or  inquiry.  The  Company  shall (i) keep  Parent  fully
informed of the status including any change to the terms of any such Acquisition
Proposal or inquiry and (ii)  provide to Parent,  as soon as  practicable  after
receipt or delivery  thereof,  copies of all  correspondence  and other  written
material sent or provided to the Company from any third party in connection with
any  Acquisition  Proposal or sent or provided by the Company to any third party
in connection with any Acquisition Proposal.

          (d)  Nothing in this  Section  4.06 shall  prevent  the Company or its
Board of Directors  from taking and  disclosing to the Company's  shareholders a
position  contemplated  by Rule  14d-9  and Rule  14e-2  promulgated  under  the
Exchange Act with respect to any tender offer. Any actions  permitted under, and
taken in compliance  with, this Section 4.06 shall not be deemed a breach of any
other covenant or agreement of such party contained in this Agreement.

          4.07  Notification of Certain  Matters.  The Company shall give prompt
notice to Parent, and Parent and Sub shall give prompt notice to the Company, of
the occurrence,  or failure to occur, of any event,  which occurrence or failure
to occur would  likely  cause any  representation  or warranty  contained in the
Agreement to be untrue in any material respect at any time from the date of this
Agreement  to the  Effective  Time.  Each of the Company  and Parent  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.

          4.08 HSR Act. The Company and Parent shall, as soon as practicable and
in any event within ten Business Days from the date of this Agreement,  file, if
required, Notification and Report Forms under the HSR Act with the Federal Trade
Commission  (the "FTC") and the Antitrust  Division of the Department of Justice
(the  "Antitrust  Division")  and shall use their  reasonable  best  efforts  to
respond as promptly as practicable to all inquiries received from the FTC or the
Antitrust  Division,  including,  without  limitation,  a request for additional
information or documentary material.

          4.09 Employment Agreements.  Immediately following the consummation of
the Merger,  the Company  shall pay any and all amounts,  to the extent then due
and payable (including as a result of the consummation of the Merger), under the
employment agreements between the Company and its employees (including,  without
limitation,  the senior officers)  subject to no conditions other than the prior
or  concurrent  delivery  by each such  employee of a written  statement  to the
Company  terminating his or her employment  agreement with the Company effective
upon  consummation of the Merger. It is understood and agreed that the employees
(including,  without  limitation,  the senior  officers) party to the employment
agreements with the Company shall be third party  beneficiaries  of this Section
4.09.

          4.10  Directors'  and Officers'  Insurance;  Indemnification.  (a) The
Articles of  Incorporation  and the By-Laws of the Surviving  Corporation  shall
contain the provisions  with respect to  indemnification  and  exculpation  from
liability  set  forth  in  the  Company's   Amended  and  Restated  Articles  of
Incorporation and By-Laws on the date of this Agreement,  which provisions shall
not be amended,  repealed or  otherwise  modified for a period of six years from
the  Effective  Time in any  manner  that  would  adversely  affect  the  rights
thereunder of individuals  who on or prior to the Effective Time were directors,
officers,  employees  or agents of the  Company,  unless  such  modification  is
required by law.

          (b) For six years from the Effective  Time, the Surviving  Corporation
shall  either  (x)  maintain  in effect the  Company's  current  directors'  and
officers'  liability  insurance covering those persons who are currently covered
on the  date  of  this  Agreement  by the  Company's  directors'  and  officers'
liability  insurance  policy (a copy of which has been  heretofore  delivered to
Parent) (the "Indemnified Parties"); provided that the Surviving Corporation may
substitute for such Company  policies,  policies with at least the same coverage
containing terms and conditions which are no less advantageous and provided that
said substitution does not result in any gaps or lapses in coverage with respect
to  matters  occurring  prior  to  the  Effective  Time  or (y)  cause  Parent's
directors'  and  officers'  liability  insurance  then in effect to cover  those
persons  who  are  covered  on the  date  of  this  Agreement  by the  Company's
directors'  and  officers'  liability  insurance  policy  with  respect to those
matters  covered by the Company's  directors'  and officers'  liability  policy;
provided  that the  coverage  provided  by Parent's  insurance  shall be no less
favorable to the Indemnified  Parties and shall provide no fewer rights than the
Company's  directors'  and officers'  liability  insurance  policy  currently in
place;  provided,  further,  that in no event shall the Surviving Corporation be
required to expend pursuant to this Section 4.10(b) more than an amount per year
equal  to 200% of the  current  annual  premiums  paid by the  Company  for such
insurance;  provided,  further,  that if the annual premiums exceed such amount,
the Surviving Corporation shall be required to obtain a policy with the greatest
coverage available for a cost not exceeding such amount.

          (c)  It  is  understood  and  agreed  that  the  directors,  officers,
employees and agents of the Company immediately prior to the consummation of the
Offer shall be third party beneficiaries of this Section 4.10.

          4.11 Guaranty of Performance. Parent hereby guarantees the performance
of Sub of its  obligations  under  this  Agreement  and the  obligations  of the
Surviving  Corporation under Sections 4.09 and 4.10 hereof. It is understood and
agreed that the third party beneficiaries of Sections 4.09 and 4.10 hereof shall
also be third party beneficiaries of this Section 4.11.

          4.12 Financing; Capital; Capitalization;  Solvency; Going Concern. (a)
Parent and Sub shall,  and shall cause  their  respective  officers,  directors,
employees, agents, affiliates,  financial advisors and other representatives to,
use their reasonable best efforts to satisfy all conditions  precedent set forth
in the Credit Agreement and,  subject only to the  simultaneous  consummation of
the transactions contemplated hereby, to incur the financing provided thereby on
the  terms  set  forth  therein  in order to  finance  the  consummation  of the
transactions  contemplated  hereby.  Except  to the  extent  the  Company  shall
otherwise  consent in writing,  Sub will not amend,  modify or supplement in any
material  respect the terms or  conditions  of, or cancel or waive any  material
right under, the Credit Agreement.

          (b) Parent  shall  maintain at all times  through the  Effective  Date
unrestricted  and unutilized cash on hand in an amount not less than $2,000,000.
Parent  shall  cause the  representations  and  warranties  set forth in Section
3.02(i)  hereof to be true in all  respects at all times  through the  Effective
Date.

          (c)  The  Surviving  Corporation  will,  and  Parent  will  cause  the
Surviving  Corporation  to, file all income Tax  returns for the current  fiscal
year and pay all Taxes shown to be due thereon.

          (d) Parent  shall  cause  Delaware  Sub (i) to be a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  (including  after  giving  effect to the  provisions  of Section  4.19
hereof),  (ii) to establish  and maintain an office in the State of Delaware and
(iii) to refrain from establishing or maintaining an office in any of the States
of Alabama, Florida and Georgia. The Surviving Corporation will, and Parent will
cause the Surviving  Corporation to, maintain its existence until at least March
31, 2003.

          4.13 Rights  Agreement.  Except to the extent  permitted in accordance
with  Section  4.06 hereof,  the Company  shall not (i) redeem the Rights,  (ii)
amend  (other than to delay the  Distribution  Date (as  defined  therein) or to
render the Rights  inapplicable  to the Offer and the Merger) or  terminate  the
Rights  Agreement  prior to the  Effective  Time  without the consent of Parent,
unless required to do so by a court of competent  jurisdiction or (iii) take any
action  which  would  allow any  Person  (as such term is  defined in the Rights
Agreement)  other than Parent or Sub to be the Beneficial Owner (as such term is
defined in the Rights  Agreement)  of 15% or more of the  Common  Stock  without
causing a Distribution Date (as such term is defined in the Rights Agreement) or
any  event  described  in  Section  11(a)(ii)  or  13(a)(i)-(iv)  of the  Rights
Agreement to occur.

          4.14 State  Takeover  Statutes.  If any "fair price",  "control  share
acquisition",  "moratorium",  "interested  shareholder"  or other  anti-takeover
statute,  or similar  statute or  regulation,  shall become  applicable  to this
Agreement,  the Rights Agreement or any of the transactions  contemplated hereby
or thereby (including, without limitation, the Offer), the Company and its Board
of Directors shall (subject always to applicable law and the fiduciary duties of
the Board of Directors)  take all action  necessary to ensure that the Offer and
the other  transactions  contemplated  hereby and thereby may be  consummated as
promptly  as  practicable  on the terms  contemplated  hereby and  otherwise  to
minimize  the effect of such  statute or  regulation  on the Offer and the other
transactions contemplated hereby and thereby.

          4.15  No  Other   Representations   or  Warranties.   Except  for  the
representations  and  warranties  contained in Section 3.01 hereof,  neither the
Company nor any other Person makes any other  express or implied  representation
or warranty on behalf of the Company or any of its  affiliates.  In  particular,
the Company makes no representation or warranty to Parent or Sub with respect to
(a) the  information  set forth in the  Confidential  Information  Memoranda and
related  materials  previously  distributed  by  Donaldson,  Lufkin and Jenrette
Securities Corporation in connection with the offering of the Company (except to
the extent  specifically  incorporated  by reference  in the Company  Disclosure
Letter) or (b) any financial projection or forecast relating to the Company.

          4.16 Insurance. Simultaneously with the execution and delivery hereof,
the Company  shall procure or cause to be procured,  and shall  maintain in full
force and effect for a period  expiring  no earlier  than thirty (30) days after
the expiration of the Offer,  insurance  covering all risks of loss with respect
to the assets  subject to any lease included in the Leveraged  Lease  Portfolio,
such insurance  coverage to be as described in, and in the amounts set forth in,
Schedule  I hereto;  provided  that  Parent  shall  have paid to the  Company in
immediately  available  funds  all costs  (including,  without  limitation,  all
premiums)  and  expenses of the Company  (but only to the extent that such costs
and expenses exceed, in the aggregate, $10,000) in connection with procuring and
maintaining such insurance (it being expressly understood and agreed that in the
event of termination of this Agreement  pursuant to Section 5.01 hereof,  Parent
shall not be entitled to any refund or reimbursement  of any amounts  previously
paid by it to the Company as contemplated above).

          4.17 Closing  Certificate.  On the Escrow  Closing Date (as defined in
the Real Estate Disposition  Agreements),  the Company shall deliver to Parent a
certificate of the Chief  Financial  Officer of the Company in the form attached
hereto as Exhibit F (the "Closing  Certificate").  The Company shall pay to, and
deposit  with,  the escrow  agent under the  LandAmerica  Escrow  Agreement  for
disbursement in accordance with the terms and conditions thereof, a sum equal to
the  aggregate  transaction  expenses  listed  on  Schedule  A  to  the  Closing
Certificate,  including  the aggregate  amount of all expenses  itemized on such
Schedule A that are  incurred  (or to be  incurred)  by  Persons  other than the
Company  (subject to the limitations  set forth in Exhibit F hereto).  Not later
than 48 hours prior to the Escrow Closing Date, the Company shall provide Parent
with an itemized list of the transaction  expenses to be listed on Schedule A to
the  Closing   Certificate  along  with  any  and  all  substantiation  of  such
transaction expenses.

          4.18  Preclearance  of Articles of Merger.  Parent  shall,  as soon as
reasonably  practicable and in any event not later than five Business Days prior
to the  initial  expiration  date of the Offer,  (a) submit to the office of the
Department  of State of the State of Florida  draft  Articles  of Merger for the
purpose of  preclearing  such  Articles  of Merger for filing  with the  Florida
Department  of State and shall use its  reasonable  best  efforts  to respond as
promptly as practicable  to all inquiries or comments of the Florida  Department
of State with respect thereto and shall make all such changes to the Articles of
Merger as shall be  necessary  to effect the  filing  thereof  with the  Florida
Department of State pursuant to Section 2.02 hereof and (b) submit to the office
of the Secretary of State of the State of Delaware a draft certificate of merger
relating to the merger of the Surviving  Corporation  with and into Delaware Sub
as  contemplated  by Section 4.19 hereof,  for the purpose of  preclearing  such
certificate of merger for filing with the Delaware  Secretary of State and shall
use its  reasonable  best efforts to respond as promptly as  practicable  to all
inquiries  or comments of the Delaware  Secretary of State with respect  thereto
and  shall  make all such  changes  to the  certificate  of  merger  as shall be
necessary  to effect the filing  thereof  with the  Delaware  Secretary of State
pursuant to Section 4.19 hereof.

          4.19  Merger of  Surviving  Corporation  with and into  Delaware  Sub.
Immediately  following  the  earlier to occur of (i) the  twelfth  Business  Day
following  the  completion  of  all  transactions   contemplated  by  the  Asset
Disposition  Agreements  and  (ii) the  consummation  of the  purchase  and sale
pursuant to the  Omnibus  Agreement  of the  beneficial  interests  in the trust
estates  which  own  the  aircraft  bearing  Federal   Aviation   Administration
Registration  Numbers N14062,  N79745 and N90070 (it being understood and agreed
that each of Parent and Sub has  represented  and  warranted to the Company that
the Omnibus Agreement shall at all times contain  provisions  obligating each of
the parties  thereto to use their  respective  best efforts to  consummate  such
purchase and sale of the  beneficial  interests in the trust  estates as soon as
possible  after the Effective  Date, but in no event prior to the first Business
Day following the Effective  Date;  and each of Parent and Sub hereby  covenants
(and shall  cause each other  party to the  Omnibus  Agreement  to  covenant  in
writing  for the benefit of the  Company)  that such  provisions  in the Omnibus
Agreement  shall not be amended,  modified or  supplemented at any time prior to
the  consummation  of such purchase and sale of the beneficial  interests in the
trust estates,  in each case without the prior written  consent of the Company),
Parent shall cause the Surviving Corporation to merge with and into Delaware Sub
and the separate corporate  existence of the Surviving  Corporation shall cease,
and Delaware Sub shall continue as the surviving  corporation  under the laws of
the State of Delaware under the name of "EIN Corp.",  all in accordance with the
applicable  provisions of the General  Corporation  Law of the State of Delaware
(the "DGCL").  Parent and the Surviving  Corporation  shall take, or cause to be
taken,  all actions  necessary,  proper or advisable  under  applicable laws and
regulations  (including,  without limitation,  the filing of this Agreement or a
certificate  of merger or certificate of ownership and merger with the Secretary
of State of the State of Delaware,  in such form as is required by, and executed
in  accordance  with,  the relevant  provisions  of the DGCL) to make the merger
contemplated  above in this Section 4.19 effective and the effect of such merger
shall be as provided in the applicable provisions of the DGCL. Upon consummation
of the merger  contemplated  above in this  Section  4.19,  (i) the  Articles of
Incorporation of the Surviving  Corporation,  as in effect  immediately prior to
the  consummation of such merger,  shall be the Certificate of  Incorporation of
Delaware  Sub  until  thereafter  duly  amended  as  provided  by law  and  such
Certificate of Incorporation;  provided,  that such Certificate of Incorporation
shall at all  times  comply  with the  requirements  set forth in  Section  4.10
hereof; provided, further, that such Certificate of Incorporation may not at any
time be amended to include any  reference to the word  "Echelon" (or any similar
words based thereon or derived  therefrom) in the name of Delaware Sub (it being
hereby  expressly  acknowledged  and agreed by the parties  hereto that  neither
Delaware Sub nor any  Affiliate  thereof shall have any interest in, or right to
use,  the  word  "Echelon"  (or any  similar  words  based  thereon  or  derived
therefrom)  except as  expressly  set forth in Section  2.10  hereof),  (ii) the
By-Laws of the  Surviving  Corporation,  as in effect  immediately  prior to the
consummation  of such  merger,  shall  be the  By-Laws  of  Delaware  Sub  until
thereafter  duly  amended  as  provided  by law and such  By-Laws  and (iii) all
references  in this  Agreement  (other than this Section  4.19) to the Surviving
Corporation  shall be deemed to be  references to Delaware Sub. It is understood
and  agreed  that  the  directors,  officers  and  shareholders  of the  Company
immediately  prior  to the  consummation  of the  Offer  shall  be  third  party
beneficiaries of this Section 4.19.

                                    ARTICLE V

                           TERMINATION AND ABANDONMENT

          5.01  Termination.  This Agreement may be terminated and the Offer and
the other transactions  contemplated hereby may be abandoned,  at any time prior
to the Effective Time:

          (a) by mutual  consent of the Company,  on the one hand, and of Parent
and Sub, on the other hand;

          (b) by either  Parent,  on the one hand, or the Company,  on the other
hand,  if any  governmental  or  regulatory  agency  shall have issued an order,
decree or ruling or taken any other action permanently enjoining, restraining or
otherwise  prohibiting  the acceptance for payment of, or payment for, shares of
Common  Stock  pursuant  to the Offer or the  Merger and such  order,  decree or
ruling or other action shall have become final and nonappealable;

          (c) by either  Parent,  on the one hand, or the Company,  on the other
hand, if due to an occurrence or circumstance which would result in a failure to
satisfy  any of the Tender  Offer  Conditions,  Sub shall have failed to pay for
shares of Common Stock (and associated  Rights)  pursuant to the Offer within 90
days after  commencement of the Offer (the "Outside Date"),  unless such failure
to pay for shares of Common Stock (and  associated  Rights)  shall have occurred
because  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  Parent,  on the one hand, or the Company,  on the other
hand, if the Offer is terminated or (subject to Section  1.01(a) hereof) expires
in  accordance  with its terms  without Sub having  purchased  any Common  Stock
thereunder  due to an occurrence  which would result in a failure to satisfy any
of the conditions set forth on Annex A hereto; provided, that (i) Parent may not
terminate this Agreement  pursuant to this Section 5.01(d) if such failure shall
have been caused by or resulted from the failure of Parent or Sub to perform any
covenant or  agreement  of either of them  contained  in this  Agreement  or the
breach by  Parent or Sub of any  representation  or  warranty  of either of them
contained  in this  Agreement  and  (ii)  the  Company  may not  terminate  this
Agreement  pursuant  to this  Section  5.01(d) if such  failure  shall have been
caused by or resulted from the failure of the Company to perform any covenant or
agreement  contained  in this  Agreement  or the  breach by the  Company  of any
representation or warranty contained in this Agreement;

          (e) by  Parent,  in the  event  of a  breach  by  the  Company  of any
representation,  warranty,  covenant or agreement  contained  in this  Agreement
which (A) would give rise to the  occurrence  of an event or condition set forth
in  paragraph  (d) or (f) of Annex A, (B) cannot or has not been cured  prior to
the earlier of (i) 15 days after the giving of written  notice of such breach to
the  Company  and (ii) two  Business  Days  prior to the date on which the Offer
expires and (C) has not been waived by Parent pursuant to the provisions  hereof
(it being  expressly  understood  and agreed that no  representation,  warranty,
covenant (other than the covenant set forth in Section 4.17 hereof) or agreement
contained in this Agreement shall be deemed to be breached by the Company or any
of its  Subsidiaries to the extent such  representation,  warranty,  covenant or
agreement  relates to the Assets  (including  Assets  acquired  pursuant  to the
provisions of Section 4.03 hereof), so long as the Asset Disposition  Agreements
shall  at all  times be in full  force  and  effect  and the  purchase  price or
transfer  value,  as the case may be, under each such  agreement  shall have not
been reduced in  connection  with any such breach of  representation,  warranty,
covenant or agreement contained in this Agreement);

          (f) by the Company,  if the Company receives a Superior Proposal and a
majority of the disinterested  directors of the Company determine in good faith,
based on the  advice of  outside  counsel,  that a  failure  to  terminate  this
Agreement  would be  reasonably  likely to  breach  their  respective  fiduciary
obligations; provided, that the Company shall have complied with its obligations
under Sections 4.06 and 5.02(b) hereof;

          (g) by Parent,  if the Company shall have received a Superior Proposal
and (i) the Board of Directors of the Company  shall have  withdrawn or modified
(including by amendment of the Schedule  14D-9) in a manner adverse to Parent or
Sub its approval or  recommendation  of the Offer, (ii) the Company or its Board
of Directors shall have approved,  recommended or entered into an agreement with
respect to, or consummated  the  transactions  contemplated  by, any Acquisition
Proposal or (iii) the Board of Directors of the Company  shall have  resolved to
do any of the foregoing;

          (h) by the  Company,  in the event of a breach by Parent or Sub of any
representation,  warranty,  covenant or agreement  contained  in this  Agreement
which  cannot or has not been cured  within the earlier of (i) 15 days after the
giving of written notice of such breach to Parent and Sub and (ii) to the extent
applicable,  two  Business  Days  prior to the date on which the Offer  expires,
except,  in any case where such  failures  are not  reasonably  likely to affect
adversely Parent's or Sub's ability to complete the Offer;

          (i) by the Company, if Parent or Sub shall have (i) failed to commence
the Offer within 5 days following the date of this  Agreement,  (ii)  terminated
the Offer or (iii)  failed to pay for  shares of Common  Stock  pursuant  to the
Offer on or prior to the earlier of (x) the fifth day after any shares of Common
Stock  tendered in the Offer have been  accepted for payment and (y) the Outside
Date,  unless in the case of (i) or (ii) such failure  shall have been caused by
the failure of the Company to satisfy the  conditions set forth in paragraph (d)
or (f) of Annex A hereto;

          (j) by the  Parent,  at any time  prior  to Sub  having  accepted  for
payment shares of Common Stock (and associated Rights) pursuant to the Offer, if
any of the Asset Disposition  Agreements shall have been terminated and be of no
further force and effect; or

          (k) by the  Parent,  at any time  prior  to Sub  having  accepted  for
payment shares of Common Stock (and associated Rights) pursuant to the Offer, if
any Person (other than Parent or Sub) shall have acquired  beneficial  ownership
(as defined in Rule 13d-3  promulgated  under the Exchange Act) of more than 20%
of the outstanding  voting  securities of the Company or is granted an option or
right to acquire more than 20% of such voting securities of the Company (as used
in this clause (k), "Person" shall include any corporation, person, partnership,
trust, other entity or group as defined in the Exchange Act).

          5.02 Effect of  Termination.  (a) In the event of the  termination  of
this  Agreement  pursuant  to Section  5.01  hereof by Parent or Sub, on the one
hand, or the Company,  on the other hand, written notice thereof shall forthwith
be given to the other party or parties  specifying the provision hereof pursuant
to which such termination is made, and this Agreement shall become void and have
no effect, and there shall be no liability  hereunder on the part of Parent, Sub
or the Company,  except that Sections  4.02,  5.02,  6.01,  6.11 and 6.15 hereof
shall survive any  termination of this  Agreement.  Nothing in this Section 5.02
shall  relieve  any party to this  Agreement  of  liability  for  breach of this
Agreement. Any payment required to be made by Parent or Sub, on the one hand, or
the Company,  on the other hand,  pursuant to this Section 5.02 shall be made by
such party within  three  Business  Days after  receipt by it of notice from the
other party or parties,  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.

          (b) (i) In the event of a termination  of this  Agreement  pursuant to
Section 5.01(f),  (g) or (k) hereof,  the Company shall pay to Parent the sum of
$2,750,000  and the Company  shall have no further  liability to any other party
hereto  and  neither  Parent  nor Sub shall have any other  remedy  against  the
Company hereunder except as provided in Section 5.02(b)(ii) below.

          (ii) In the  event of a  termination  of this  Agreement  pursuant  to
Section 5.01(e), (f), (g), (j) or (k) hereof, in addition to the amounts payable
under Section 5.02(b)(i) above with respect to any termination of this Agreement
pursuant to Section  5.01(f),  (g) or (k) hereof,  the Company  shall  reimburse
Parent and Sub all of their reasonable out-of-pocket costs and expenses incurred
in  connection  with  the  Offer to  Purchase,  this  Agreement  and each of the
transactions  contemplated  hereby in the sum of up to  $1,000,000  (subject  to
providing  reasonable  documentation of such costs and expenses) and the Company
shall have no further liability to any other party hereto and neither Parent nor
Sub shall have any other remedy against the Company hereunder;  provided,  that,
notwithstanding  the foregoing,  in the event of a termination of this Agreement
pursuant  to  Section  5.01(j)  hereof  as a result  of the  termination  of the
Subscription  Agreement by the Company  pursuant to Section 9.1(g) thereof,  the
Company  shall  not  be  obligated  to  reimburse  Parent  or Sub  any of  their
out-of-pocket  costs  and  expenses  incurred  in  connection  with the Offer to
Purchase, this Agreement or any of the transactions contemplated hereby.

          (c) In the event of a  termination  of this  Agreement  by the Company
pursuant to Section  5.01(h)  hereof,  the  Company's  sole  remedy  shall be to
receive  from  Parent  and/or  Sub a sum  equal  to  $2,750,000  as  agreed  and
liquidated  damages,  it being  agreed that in such event the  Company's  actual
damages would be incapable of precise  ascertainment and that the foregoing is a
reasonable  estimate of such  damages and neither  Parent nor Sub shall have any
further  liability to any other party hereto.  The obligations of Parent and Sub
pursuant to this Section 5.02(c) shall be joint and several.

                                   ARTICLE VI

                                  MISCELLANEOUS

          6.01 Fees and Expenses.  All costs and expenses incurred in connection
with this Agreement and the consummation of the transactions contemplated hereby
shall be paid by the party incurring such costs and expenses.

          6.02  Representations and Warranties.  The respective  representations
and warranties of the Company, on the one hand, and Parent and Sub, 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. Each and every such representation and warranty
shall expire with, and be terminated and extinguished by, the Effective Time and
thereafter  none of the  Company,  Parent or Sub  shall be under  any  liability
whatsoever  with respect to any such  representation  or warranty.  This Section
6.02 shall  have no effect  upon any other  obligation  of the  parties  hereto,
whether to be performed before or after the Effective Time.

          6.03 Extension;  Waiver.  At any time prior to the Effective Time, the
parties  hereto,  by action  taken by or on behalf of the  respective  Boards of
Directors  of the  Company,  Parent  or Sub,  may (i)  extend  the  time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any  inaccuracies  in the  representations  and warranties  contained
herein by any other applicable party or in any document,  certificate or writing
delivered  pursuant  hereto  by  any  other  applicable  party  or  (iii)  waive
compliance  with any of the  agreements  or  conditions  contained  herein.  Any
agreement  on the part of any party to any such  extension  or  waiver  shall be
valid only if set forth in an  instrument  in  writing  signed on behalf of such
party.  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.

          6.04 Public  Announcements.  The Company,  on the one hand, and Parent
and Sub, 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,  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 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 Parent or the Company is subject.

          6.05 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
telex, telegram or telecopier, as follows:

                  (a)  if to the Company, to it at:

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

                  Attention:  Darryl A. LeClair

                  with a copy to:

                  Echelon International Corporation
                  450 Carillon Parkway, Suite 200
                  St. Petersburg, Florida  33716
                  Telecopier:  (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
                  Telecopier:  (212) 354-8113

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

                  (b) if to Parent, Sub or the Surviving Corporation, to it at:

                  950 Third Avenue
                  New York, New York  10022
                  Telecopier:  (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
                  Telecopier:  (212) 840-2429

                  Attention:  Robert M. Unger, Esq.

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.

          6.06 Entire  Agreement.  This  Agreement and the annex,  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.

          6.07 Binding Effect; Benefit;  Assignment.  This Agreement shall inure
to the benefit of and be binding  upon the parties  hereto and,  with respect to
the provisions of Sections 4.09, 4.10, 4.11 and 4.19 hereof,  shall inure to the
benefit of the Persons  benefiting from the provisions  thereof who are intended
to be  third  party  beneficiaries  thereof,  and,  in  each  such  case,  their
respective  successors and permitted assigns, but neither this Agreement nor any
of the rights,  interests or obligations  hereunder  shall be assigned by any of
the parties  hereto  without  the prior  written  consent of the other  parties.
Except  as  specified  in the  previous  sentence,  nothing  in this  Agreement,
expressed or implied, is intended to confer on any Person other than the parties
hereto  or their  respective  successors  and  permitted  assigns,  any  rights,
remedies, obligations or liabilities under or by reason of this Agreement.

          6.08  Amendment  and  Modification.  Subject to  applicable  law, this
Agreement may be amended,  modified and  supplemented  in writing by the parties
hereto in any and all respects  before the Effective Time  (notwithstanding  any
shareholder approval),  by action taken by the respective Boards of Directors of
Parent,  Sub and the Company or by the  respective  officers  authorized by such
Boards  of  Directors;  provided,  however,  that  after  any  such  shareholder
approval,  no amendment shall be made which by law requires  further approval by
such shareholders without such further approval.

          6.09 Further Actions.  Each of the parties hereto agrees that, subject
to its legal obligations, it will use its reasonable best efforts to fulfill all
conditions  precedent  specified  herein, to the extent that such conditions are
within its control,  and to do all things reasonably necessary to consummate the
transactions contemplated hereby.

          6.10 Headings.  The descriptive  headings of the several  Articles and
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.

          6.11   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.

          6.12 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.

          6.13  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.

          6.14 Certain Definitions. (a) The term "Affiliate" or "affiliate" of a
specified  Person means a Person who directly or indirectly  through one or more
intermediaries controls, is controlled by, or is under common control with, such
specified  Person.  For purposes of this  definition,  "control"  (including the
terms  "controlled  by" and "under common control  with") means the  possession,
directly  or  indirectly  or as trustee or  executor,  of the power to direct or
cause the direction of the management and policies of a person,  whether through
the  ownership  of voting  securities,  as trustee or  executor,  by contract or
credit arrangement or otherwise.

          (b) The term  "Business  Day" or  "business  day"  shall mean any day,
other than a Saturday,  Sunday or a day on which banks located in New York,  New
York shall be authorized or required by law to close.

          (c)  "Knowledge"  or  "known"  Defined.  When  any  representation  or
warranty  contained  in this  Agreement or in the Company  Disclosure  Letter is
expressly  qualified by the knowledge of the Company,  such knowledge shall mean
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; provided that, for avoidance of
doubt,  the Company  shall,  for purposes of this  Agreement,  be deemed to have
knowledge of any factual  matter of which Parent or Sub shall have  notified the
Company in writing in accordance with the provisions of Section 6.05 hereof.

          (d)  The  term  "Person"  or  "person"   shall  mean  and  include  an
individual, a partnership,  a joint venture, a corporation, a person, a trust, a
limited  liability  company,  an  unincorporated  organization,  a  group  and a
government or other department or agency thereof.

          (e) The term "Subsidiary", with respect to the Company, shall mean and
include (x) any  partnership of which the Company or any Subsidiary is a general
partner or (y) any other entity in which the Company or any of its  Subsidiaries
owns or has the power to vote 50% or more of the equity interests in such entity
having general voting power to participate in the election of the governing body
of such entity.

          (f) The term  "Company  Disclosure  Letter"  shall mean the  Company's
disclosure  letter delivered by the Company to Parent and Sub concurrently  with
the delivery of this Agreement.

          (g) The term  "Omnibus  Agreement"  shall mean the Omnibus  Agreement,
dated as of January 21, 2000, between Sub and Heller Financial, Inc., a Delaware
corporation  (as same is in effect on the date of this Agreement and thereafter,
as amended,  modified or  supplemented  from time to time with the prior written
consent of the Company).

          6.15 Transfer Taxes. All stamp,  transfer,  documentary,  sales,  use,
registration  and  other  such  taxes  and fees  (including  any  penalties  and
interest)   incurred  in   connection   with  this   Agreement   and  the  Offer
(collectively, the "Transfer Taxes") shall be paid by Sub, and Sub shall, at its
own expense, procure any stock transfer stamps required by, and properly file on
a timely basis all  necessary tax returns and other  documentation  with respect
to, any  Transfer  Tax and  provide to the  Company  evidence  of payment of all
Transfer Taxes.

          6.16  Waiver of Jury  Trial.  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.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


          IN WITNESS  WHEREOF,  each of Parent,  Sub and the Company have caused
this  Agreement  to be  executed by their  respective  officers  thereunto  duly
authorized, all as of the date first above written.


                              ETA HOLDING LLC

                              By: ETA Holding Corp., its Manager


                              By: /s/ James Haber
                                 -------------------------------
                                 Name: James Haber
                                 Title:  President


                              EIN ACQUISITION CORP.


                              By: /s/ James Haber
                                 -------------------------------
                                 Name: James Haber
                                 Title: President


                              ECHELON INTERNATIONAL CORPORATION


                              By: /s/ S.G. Johnson
                                 -------------------------------
                                 Name: S.G. Johnson
                                 Title: Sr Vice President
<PAGE>
                                                                         ANNEX A

          The capitalized terms used in this Annex A shall have the meanings set
forth in the  Agreement  to which it is annexed,  except  that the term  "Merger
Agreement"  shall be deemed to refer to the  Agreement  to which this Annex A is
appended and "Purchaser" shall be deemed to refer to Sub.

          Notwithstanding any other provision of the Offer,  Purchaser shall not
be  required  to accept for  payment  or,  subject to any  applicable  rules and
regulations of the  Commission,  including Rule 14e-1(c) under the Exchange Act,
pay for any shares of Common  Stock  tendered  pursuant  to the  Offer,  and may
postpone the acceptance of and, subject to the  restrictions  referred to above,
payment for, any shares of Common Stock tendered  pursuant to the Offer,  if (i)
any  applicable  waiting period under the HSR Act shall not have expired or been
terminated  or (ii) there shall not have been validly  tendered and not properly
withdrawn  prior to the expiration of the Offer (which shall not be earlier than
thirty (30) days after the mailing of the Offer Documents to the shareholders of
the Company) shares of Common Stock  representing at least 80% of all the shares
of Common Stock outstanding  (calculated on a fully diluted basis) (the "Minimum
Condition").  Additionally and without  limiting the foregoing,  notwithstanding
any other provision of the Offer,  Purchaser shall not be required to accept for
payment or, subject to the restrictions referred to above, pay for any shares of
Common  Stock,  and may  terminate  or amend  the  Offer  and may  postpone  the
acceptance of, subject to the restrictions referred to above, payment for shares
of Common Stock, if at any time on or after the date of the Merger Agreement and
at or before the time of payment for any such shares of Common Stock (whether or
not any shares of Common  Stock have  theretofore  been  accepted for payment or
paid for pursuant to the Offer) any of the following (other than the matters set
forth  in  clauses  (i),  (j) and (k)  below,  which  shall  only be  determined
immediately prior to the expiration of the Offer) shall occur:

          (a) there  shall be any action  taken by, or any law,  statute,  rule,
regulation, legislation,  interpretation, judgment, order or injunction enacted,
enforced,  promulgated,  amended  or issued  by, any  legislative  body,  court,
government or governmental,  administrative  or regulatory  authority or agency,
domestic or foreign,  other than the routine  application  of the waiting period
provisions of the HSR Act to the Offer or to the Merger,  which is in effect and
would (i) make  illegal,  impede,  delay or  otherwise  directly  or  indirectly
restrain  or  prohibit  the Offer or the Merger or  seeking  to obtain  material
damages,  (ii) prohibit or materially limit the ownership or operation by Parent
or  Purchaser  of all or any  material  portion of the business or assets of the
Company and its  Subsidiaries  taken as a whole or to compel Parent or Purchaser
to dispose of or hold separately all or any material  portion of the business or
assets of Parent and its subsidiaries  (including Purchaser),  taken as a whole,
or the Company and its Subsidiaries,  taken as a whole, or seeking to impose any
material  limitation  on the  ability  of Parent or  Purchaser  to  conduct  its
business or own such assets or to  prohibit or  materially  limit the ability of
Purchaser to consummate the transactions  contemplated by the Asset  Disposition
Agreements or the Omnibus  Agreement,  (iii) impose material  limitations on the
ability of Parent or Purchaser  effectively  to exercise  rights of ownership of
the shares of Common Stock, including, without limitation, the right to vote any
shares of Common  Stock  acquired or owned by Purchaser or Parent on all matters
properly presented to the Company's  shareholders,  (iv) require  divestiture by
Parent  or  Purchaser  of any  shares  of  Common  Stock or (v)  materially  and
adversely  affect the Condition of the Company and its  Subsidiaries  taken as a
whole;

          (b) there shall have been issued any  airworthiness  directive  by the
Federal Aviation  Administration  or any other  governmental or regulatory body,
agency or authority having  jurisdiction over the Company or the relevant asset,
or any  manufacturer's  service bulletin or similar document,  in each case that
would  result in an  increase  in the cost to the  Company  of  maintaining,  or
complying  with  any  applicable  rules,  regulations  or  approved  maintenance
programs  with  respect  to, the assets  subject to the leases in the  Leveraged
Lease Portfolio, which increase in the cost to the Company would have a material
adverse effect on the Leveraged Lease Portfolio taken as a whole;

          (c) any change  (other  than any change  (x)  arising in the  ordinary
course of business,  (y) arising out of changes in general economic,  regulatory
or political  conditions  or (z) arising out of changes which affect the markets
in which the Company  operates in general) shall have occurred that would have a
material adverse effect on the Leveraged Lease Portfolio taken as a whole;

          (d) any of the  representations  or warranties  made by the Company in
the  Merger  Agreement  that are  qualified  by  materiality  shall be untrue or
incorrect,  or any such  representation  and  warranty  that is not so qualified
shall be untrue or  incorrect in any  material  respect,  in each case as of the
date of the Merger  Agreement and the expiration  date of the Offer,  except (i)
for changes  specifically  permitted by the Merger Agreement and (ii) that those
representations  and  warranties  which address  matters only as of a particular
date shall remain true and correct in all material respects, as of such date (it
being expressly understood and agreed that no representation or warranty made by
the Company in the Merger Agreement shall be deemed to be untrue or incorrect to
the extent  such  representation  or warranty  relates to the Assets  (including
Assets  acquired  pursuant  to the  provisions  of  Section  4.03 of the  Merger
Agreement),  so long as each of the Asset  Disposition  Agreements  shall at all
times be in full force and effect and the purchase price or transfer  value,  as
the case may be, under each such Asset Disposition Agreement shall have not been
reduced in connection with any such breach of representation, warranty, covenant
or agreement contained in the Merger Agreement);

          (e) the Company's Board of Directors shall have withdrawn, modified or
amended in any respect adverse to Parent or Purchaser its  recommendation of the
Offer and the Company  shall have  entered into an  agreement  providing  for or
implementing  an Acquisition  Proposal,  or shall have resolved to do any of the
foregoing;

          (f) the Company  shall have failed to perform in any material  respect
any  obligation  or to comply in any  material  respect  with any  agreement  or
covenant of the Company to be performed or complied  with by it under the Merger
Agreement or under either of the Escrow Agreements (including the deposit of all
amounts to be deposited thereunder when and as required thereby);

          (g) any  Person  (other  than  Parent  or  Sub)  shall  have  acquired
beneficial  ownership (as defined in Rule 13d-3  promulgated  under the Exchange
Act) of more than 20% of the outstanding  voting securities of the Company or is
granted an option or right to acquire more than 20% of such voting securities of
the Company (as used in this clause (g), "Person" shall include any corporation,
person,  partnership,  trust,  other  entity or group as defined in the Exchange
Act);

          (h) any of the Merger  Agreement  or any Asset  Disposition  Agreement
shall  have  been  terminated  in  accordance  with  their  respective  terms or
otherwise;

          (i) either of the Escrow  Agreements shall have been terminated by the
Company in accordance with their respective terms or otherwise;

          (j)  any  condition  precedent  to the  closing  of  the  transactions
contemplated by the Purchase and Sale Agreement shall not have been satisfied or
waived or any closing document to be delivered on or prior to the closing of the
transactions  contemplated  thereby shall not have been  irrevocably  delivered,
together with the full amount of the purchase price in accordance with the terms
of  the  Purchase  and  Sale  Agreement,  to  be  held  in  escrow  pending  the
consummation of the Offer and the Merger;

          (k)  any  condition  precedent  to the  closing  of  the  transactions
contemplated  by the  Subscription  Agreement  shall not have been  satisfied or
waived or any closing document to be delivered on or prior to the closing of the
transactions  contemplated  thereby shall not have been  irrevocably  delivered,
together with the full amount of the transfer value in accordance with the terms
of the Subscription  Agreement, to be held in escrow pending the consummation of
the Offer and the Merger; or

          (l) there shall have occurred and be  continuing  one or more defaults
or events of default by the lessees party to the leases in the  Leveraged  Lease
Portfolio  with  respect  to  their  respective  obligations  thereunder,  which
defaults and events of default,  individually or in the aggregate,  would have a
material adverse effect on the Leveraged Lease Portfolio taken as a whole.
<PAGE>

                                                                       EXHIBIT A

                               PURCHASE AGREEMENT


     This Purchase  Agreement (this  "Agreement") is made and entered into as of
January 13, 2000, by and between Echelon  International  Corporation,  a Florida
corporation,  and Echelon Affordable Housing,  Inc., a Florida  corporation,  as
sellers  (collectively,  "Sellers"),  and Heller  Affordable  Housing,  Inc.,  a
Delaware corporation, as purchaser ("Purchaser").


                                   WITNESSETH


     WHEREAS,  Sellers are the legal and  beneficial  owners of limited  partner
interests (the "Partnership  Interests") in five multi-investor tax credit funds
(the  "Funds"),  which  Partnership  Interests  and Funds are more  particularly
identified in Exhibit A hereto; and

     WHEREAS,  Purchaser desires to purchase from Sellers, and Sellers desire to
sell to Purchaser, all the Partnership Interests on the terms and conditions set
forth herein;

     NOW,  THEREFORE,  for and in  consideration  of the  premises,  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     1. Purchase of Partnership Interests

          1.1 Basic  Transaction.  On and subject to the terms and conditions of
     this Agreement,  Purchaser  shall purchase from Sellers,  and Sellers shall
     sell to Purchaser, the Partnership Interests.

          1.2  Purchase  Price.  The  aggregate  purchase  price (the  "Purchase
     Price") for the  Partnership  Interests  shall equal the sum of $21,065,000
     plus the  Recapture  Premium  (as  defined  in Section  5.7),  and shall be
     payable as follows:

               (a)  $21,065,000  shall be paid by  Purchaser  to  Sellers at the
          closing  of the  transactions  contemplated  by  this  Agreement  (the
          "Closing") by wire transfer of immediately  available U.S. funds to an
          account designated by Sellers; and

               (b) the  Recapture  Premium  shall  be paid  in  accordance  with
          Section 5 hereof.

          1.3 The Closing.  The Closing  shall be held at the offices of White &
     Case LLP, 1155 Avenue of the Americas, New York, New York 10036, commencing
     at 10:00 a.m.  (New York time) on January 14, 2000,  or at such other place
     and earlier  time and date as shall be agreed  upon by the  parties  hereto
     (the actual date of the Closing is hereinafter  referred to as the "Closing
     Date").

          1.4  Deliveries  at Closing.  At the Closing,  Sellers will deliver to
     Purchaser the various  certificates,  instruments and documents referred to
     in Section  6.1  hereof,  and  Purchaser  will  deliver to Sellers the cash
     portion of the Purchase  Price  described in Section 1.2(a) and the various
     certificates, instruments and documents referred to in Section 6.2 hereof.

     2. Representations and Warranties of Sellers

     Sellers represent and warrant to Purchaser that the statements contained in
this  Section 2 are correct and  complete as of the date of this  Agreement  and
will be correct and complete as of the Closing  Date.  The  representations  and
warranties  set forth in this  Section  2 shall not  survive  the  Closing  Date
(except for those set forth in Sections  2.5 and 2.12,  which shall  survive the
Closing Date;  provided,  however,  that the  representations and warranties set
forth in Section 2.5 shall  terminate upon the merger of EIN  Acquisition  Corp.
with and into Echelon International Corporation (the "Merger")).

          2.1 Organization. Each Seller is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Florida.

          2.2 Authorization. Each Seller has full power and authority to execute
     and deliver this  Agreement,  to perform its  obligations  hereunder and to
     consummate the transactions  contemplated  hereby.  This Agreement has been
     duly  executed  and  delivered  by each  Seller  and,  assuming  that  this
     Agreement  constitutes a valid and binding  obligation  of Purchaser,  is a
     valid and binding obligation of each Seller enforceable against each Seller
     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.

          2.3  Noncontravention.  Neither  the  execution  and  delivery of this
     Agreement,  nor the consummation of the transactions  contemplated  hereby,
     will (a) violate any constitution,  statute,  regulation, rule, injunction,
     judgment,  order,  decree,  ruling,  charge  or  other  restriction  of any
     government,  governmental agency or court to which either Seller is subject
     or any provision of its charter or bylaws,  or (b) conflict with, result in
     a breach of,  constitute a default under,  result in the  acceleration  of,
     create in any party the right to accelerate,  terminate,  modify or cancel,
     or require  any notice or consent  under any  agreement,  contract,  lease,
     license,  instrument or other arrangement to which either Seller is a party
     or by which it is bound or to which any of its assets are  subject,  except
     for such notices and consents  which must be given or obtained  pursuant to
     the partnership agreements for the various Funds (the "Fund Agreements").

          2.4  Description  of  Partnership  Interests.  With  respect  to  each
     Partnership  Interest,  the following information is set forth on Exhibit A
     hereto:

               (a) the  name,  state of  organization,  taxpayer  identification
          number and tax shelter registration number of the relevant Fund; and

               (b) the number of units comprising such Partnership  Interest and
          whether  such  Partnership  Interest  is  represented  by  a  separate
          certificate.

          2.5 Ownership of Partnership Interests. Sellers are the sole legal and
     beneficial  owners of the Partnership  Interests.  Sellers have not granted
     any security  interests,  liens, claims or encumbrances with respect to the
     Partnership Interests which will remain outstanding as of the Closing Date.
     At  the  Closing,  Sellers  will  transfer  the  Partnership  Interests  to
     Purchaser free and clear of any liens,  claims or  encumbrances of any kind
     whatsoever of which Sellers have knowledge.

          2.6  Consents.  Except for the consent of the general  partner of each
     Fund (a "General  Partner") and except as set forth in the Fund Agreements,
     no consent,  authorization  or  approval of any person,  or of any court or
     governmental  authority, is required in connection with the consummation by
     Sellers of the transactions contemplated by this Agreement.

          2.7 Capital  Contributions.  Sellers have made all  scheduled  capital
     contributions  required  to be made by them to any Fund under the  existing
     Fund Agreements as a result of the ownership of the Partnership Interests.

          2.8 Fund  Agreements.  Sellers  have  provided to  Purchaser  true and
     correct copies of each Fund Agreement (and all amendments  thereto) and all
     other agreements,  instruments or writings of any kind in the possession of
     Sellers  which set forth or govern  the rights  and  obligations  of either
     Seller in its capacity as the owner of the Partnership  Interests,  in each
     case to  which  either  Seller  is a party or of which  either  Seller  has
     knowledge.

          2.9 Defaults.  Sellers are not in default with respect to any of their
     material  obligations under any Fund Agreement and, to Sellers'  knowledge,
     no  General  Partner  is in default  with  respect  to any of its  material
     obligations under the applicable Fund Agreement.

          2.10 Audits.  To Sellers'  knowledge,  except as set forth in Schedule
     2.10, no income tax audit has ever been  commenced by the Internal  Revenue
     Service with respect to any Fund or any lower-tier  limited  partnership or
     limited liability  company (a "Project  Partnership") in which any Fund has
     invested.

          2.11  Litigation.  To  Sellers'  knowledge,  except  as set  forth  in
     Schedule  2.11, no litigation,  arbitration or similar  proceeding has been
     commenced, or is threatened, against any Fund or Project Partnership which,
     if determined  adversely to any such party,  would materially and adversely
     affect such Fund or Project Partnership.

          2.12 Brokers.  Sellers have no liability or obligation to pay any fees
     or  commissions  to  any  broker,  finder  or  agent  with  respect  to the
     transactions  contemplated  by this  Agreement and no such person or entity
     claims any of the foregoing with respect to the  transactions  contemplated
     by this Agreement.

     3. Representations and Warranties of Purchaser

     Purchaser  represents and warrants to Sellers that the statements contained
in this Section 3 are correct and complete as of the date of this  Agreement and
will be correct and complete as of the Closing  Date.  The  representations  and
warranties  set forth in this  Section  3 shall not  survive  the  Closing  Date
(except  for (x) those set  forth in  Sections  3.4,  3.5 and 3.6,  which  shall
survive for a period of one year after the Closing Date, and (y) those set forth
in Section 3.7, which shall survive the Closing Date).

          3.1 Organization.  Purchaser is a corporation duly organized,  validly
     existing and in good standing under the laws of the State of Delaware.

          3.2  Authorization.  Purchaser has full power and authority to execute
     and deliver this  Agreement,  to perform its  obligations  hereunder and to
     consummate the transactions  contemplated  hereby.  This Agreement has been
     duly executed and delivered by Purchaser and,  assuming that this Agreement
     constitutes  a valid and  binding  obligation  of  Sellers,  is a valid and
     binding obligation of Purchaser enforceable against Purchaser 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  Noncontravention.  Neither  the  execution  and  delivery of this
     Agreement,  nor the consummation of the transactions  contemplated  hereby,
     will (a) violate any constitution,  statute,  regulation, rule, injunction,
     judgment,  order,  decree,  ruling,  charge  or  other  restriction  of any
     government,  governmental  agency or court to which Purchaser is subject or
     any provision of its charter or bylaws,  or (b) conflict with,  result in a
     breach of,  constitute  a default  under,  result in the  acceleration  of,
     create in any party the right to accelerate,  terminate,  modify or cancel,
     or require  any notice or consent  under any  agreement,  contract,  lease,
     license,  instrument or other  arrangement to which Purchaser is a party or
     by which it is bound or to which any of its assets are subject.

          3.4 Due  Diligence.  Purchaser has  conducted  all due diligence  that
     Purchaser  deems  necessary  or desirable  with respect to the  Partnership
     Interests, 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 Sellers
     specifically set forth in Section 2 hereof, Purchaser will rely solely upon
     such due diligence in purchasing the Partnership Interests. Notwithstanding
     anything in this  Agreement,  it is  expressly  understood  and agreed that
     Purchaser is acquiring the  Partnership  Interests "AS IS", "WHERE IS", and
     that Sellers have not made and do not and will not make any representations
     or warranties,  express or implied, which might be pertinent in considering
     whether to purchase  the  Partnership  Interests  or to make and enter into
     this  Agreement,  except,  in  each  case,  to the  extent  of the  limited
     representations  set forth in Section 2 hereof.  Sellers  are not liable or
     bound  in  any  manner  by  any  warranties,  either  express  or  implied,
     guarantees,  or any promises,  statements,  representations  or information
     pertaining  to the  Partnership  Interests or to the value  thereof made or
     furnished  by any broker or any agent,  employee,  servant or other  person
     representing or purporting to represent Sellers.

          3.5 Purchase for  Investment.  Purchaser will acquire the  Partnership
     Interests for its own account for investment and not with a view toward any
     resale or distribution thereof,  without prejudice,  however, to the rights
     of Purchaser  at all times to sell or otherwise  dispose of all or any part
     of the  Partnership  Interests under the Securities Act of 1933, as amended
     (the  "Securities  Act"),  or under an  exemption  from  such  registration
     available under the Securities Act.  Purchaser is an "accredited  investor"
     as defined under  Regulation D of the  Securities  Act and has  substantial
     experience in purchasing  investments similar to the Partnership Interests.
     Purchaser  has evaluated  the merits and risks  inherent in purchasing  the
     Partnership  Interests  and is a able to bear the  financial  risks of such
     investment.

          3.6 Tax Status.  Purchaser  is neither a "foreign  person"  within the
     meaning of Sections 897 and 1445 of the Internal  Revenue Code of 1986,  as
     amended  (the  "Code"),  nor a  "tax-exempt  entity"  within the meaning of
     Section 168(h)(2) of the Code.

          3.7 Brokers.  Purchaser has no liability or obligation to pay any fees
     or  commissions  to  any  broker,  finder  or  agent  with  respect  to the
     transactions  contemplated  by the  Agreement  and no such person or entity
     claims any of the foregoing with respect to the  transactions  contemplated
     by this Agreement.

     4. Covenants

          4.1 Consents.  Purchaser will use reasonable efforts to obtain,  prior
     to January 14, 2000,  all consents  required for the admission of Purchaser
     as a substitute  limited  partner in each Fund (the  "Consents");  provided
     that  Sellers  shall have  cooperated  with  Purchaser  in  obtaining  such
     Consents  and in complying  with the  applicable  requirements  of the Fund
     Agreements prior to such time. Purchaser shall pay all costs incurred by it
     in  connection  with  obtaining the Consents and effecting the admission of
     Purchaser  as a  substitute  limited  partner in each Fund,  including  any
     amounts payable to any General Partner pursuant to a Fund Agreement.

          4.2 Delivery of Documents.  Prior to Closing, Sellers shall deliver to
     Purchaser all documents,  or copies thereof, in its possession which relate
     to  any  of  the  Funds  and  which  do  not  contain  any  proprietary  or
     confidential  information.  Sellers may retain copies of any or all of such
     documents.

          4.3 Transfer  Taxes.  Purchaser shall pay when due all transfer taxes,
     if any, imposed by any governmental  authority with respect to the transfer
     of the  Partnership  Interests to Purchaser,  and shall  indemnify and hold
     Sellers  harmless from and against any loss,  liability or claim against or
     incurred by Sellers as a result of Purchaser's failure to pay such transfer
     taxes.

          4.4  Allocation  of  Purchase  Price.  The  Purchase  Price  shall  be
     allocated among the  Partnership  Interests in accordance with the schedule
     attached  hereto as Exhibit B. Each Seller and Purchaser shall utilize such
     allocation in the  preparation of all tax returns and financial  statements
     reflecting  its sale or  purchase,  as the case may be, of the  Partnership
     Interests  and  shall  not  take  any  positions  which  are   inconsistent
     therewith.

     5. Recapture Bonds

          5.1  Procedures.  Promptly after Closing,  Purchaser and Sellers shall
     take the  following  actions  in order to obtain any  recapture  bonds (the
     "Bonds")  required to be  delivered to the  Internal  Revenue  Service (the
     "IRS") in order for Sellers to avoid any  recapture  of federal  income tax
     credits claimed by Sellers  pursuant to Section 42 of the Code with respect
     to their ownership of the Partnership Interests.

               (a) Sellers shall request from the IRS a 30-day  extension of the
          due date for providing the Bonds (such due date, as it may be extended
          from time to time, is hereinafter referred to as the "Bonding Date");

               (b)  Purchaser  shall  use its best  efforts  to obtain a written
          commitment   from  a  surety  selected  by  Purchaser  and  reasonably
          acceptable  to Sellers (the  "Surety")  which  contains the  following
          provisions:

                    (i) if the  Merger  occurs  prior  to the  Bonding  Date and
               Purchaser  guarantees  the  obligations  of Sellers to the Surety
               with respect to the Bonds,  the Surety will issue the Bonds on or
               prior to the  Bonding  Date for a  premium  based on  Purchaser's
               credit rating;

                    (ii) if the Merger does not occur prior to the Bonding  Date
               and Purchaser  does not guarantee the  obligations  of Sellers to
               the Surety with  respect to the Bonds,  the Surety will issue the
               Bonds on or  prior to the  Bonding  Date for a  premium  based on
               Sellers' credit rating; and

                    (iii) if the Merger  occurs  after the Bonding  Date and the
               Surety  has  already  issued  the Bonds  for a  premium  based on
               Sellers'  credit rating and Purchaser then delivers to the Surety
               a  guarantee  of the  obligations  of Sellers to the Surety  with
               respect to the Bonds,  then the surety will pay to the Purchaser,
               in exchange for such guarantee,  an amount equal to the excess of
               (x) the premium  charged  for the Bonds based on Sellers'  credit
               rating over (y) the premium  that would have been charged for the
               Bonds based on Purchaser's credit rating.

               (c)  Purchaser and Sellers  shall  cooperate  with each other and
          prepare,  execute  and  deliver  such  documents  and  forms as may be
          necessary to obtain the Bonds prior to the Bonding Date.

          5.2 Merger Occurs Prior to Bonding Date. If the Merger occurs prior to
     the Bonding Date, whether or not the commitment described in Section 5.1(b)
     is obtained,  Purchaser  will (a) provide  such  guarantee or other form of
     credit  enhancement  as may be required in order to cause a surety to issue
     the Bonds on behalf of Sellers on or prior to the Bonding  Date and (b) pay
     directly  to such  surety  the  full  amount  of all  premiums  payable  as
     consideration for the issuance of the Bonds.

          5.3 Bonding  Date Occurs  Prior to Merger.  If the Bonding Date occurs
     prior to the Merger,  whether or not the  commitment  described  in Section
     5.1(b) is  obtained,  Sellers will (a) cause a surety to issue the Bonds on
     behalf of Sellers on or prior to the Bonding  Date and (b) pay  directly to
     such surety any premium then due as  consideration  for the issuance of the
     Bonds.  Within two business days after the later of (x) the consummation of
     the Merger and (y) the delivery by Sellers to Purchaser of a receipt and/or
     invoice  for any  premium  paid  and/or  payable as  consideration  for the
     issuance  of the Bonds,  Purchaser  will pay to Sellers an amount  equal to
     such premium. If, after the Merger, Purchaser guarantees the obligations of
     Sellers to a surety  with  respect to the Bonds,  then  Purchaser  shall be
     entitled  to retain  any  rebate or other  payment  made by such  surety in
     exchange for Purchaser's guarantee.

          5.4 Merger Does Not Occur. If any agreement with respect to the merger
     is not executed  prior to January 31, 2000,  or  following  execution  such
     agreement is  terminated  for any reason,  Purchaser  shall pay $435,000 to
     Sellers within two business days after the  applicable  date and, upon such
     payment, shall be relieved of any further obligations under this Section 5.

          5.5 Merger  Occurs but Bonds Not  Obtained.  If, for any reason  other
     than the willful  failure by Sellers to comply with the  provisions of this
     Section  5, the  Sellers  are  unable to obtain the Bonds and the Merger is
     consummated  despite the  absence of the Bonds,  Purchaser  shall pay,  and
     hereby  agrees to pay, to Sellers an amount equal to fifty percent (50%) of
     any "credit  recapture amount" (as defined in Section 42(j)(2) of the Code)
     of  Sellers  resulting  from  the  transfer  of the  Partnership  Interests
     pursuant hereto.

          5.6 Payments.  Any amounts payable to Sellers pursuant to Section 5.3,
     Section  5.4 or Section 5.5 shall be paid by wire  transfer of  immediately
     available  U.S.  funds to an  account  designated  by  Sellers.  Any amount
     payable by  Purchaser  pursuant to Section 5.3 shall be paid in such manner
     as shall be agreed upon by Purchaser and the surety.

          5.7  Recapture  Premium.  For  purposes  of this  Agreement,  the term
     "Recapture  Premium" shall mean the amount payable by Purchaser pursuant to
     Section  5.2,  Section  5.3 (less any rebate or other  payment  received by
     Purchaser from a surety), Section 5.4 or Section 5.5, as the case may be.

          5.8  Purchaser to Include  Affiliates.  For purposes of the  foregoing
     provisions  of this  Section  5, the term  "Purchaser"  also  includes  any
     affiliate of Purchaser  that performs any of the  obligations  of Purchaser
     under this Section 5.

     6. Closing Conditions

          6.1  Conditions  to  Obligations  of  Purchaser.   The  obligation  of
     Purchaser to consummate the transactions  contemplated by this Agreement is
     subject to the satisfaction or waiver of the following conditions:

               (a) the  representations  and  warranties  set forth in Section 2
          shall be true and correct in all  material  respects as of the Closing
          Date;

               (b) Sellers  shall have  performed  and  complied  with all their
          covenants hereunder in all material respects through the Closing Date;

               (c) there shall not be any injunction, judgment, order, decree or
          ruling in effect  preventing  consummation of any of the  transactions
          contemplated by this Agreement;

               (d)  Sellers   shall  have   delivered  to  Purchaser  a  Closing
          Certificate in the form attached hereto as Exhibit C;

               (e) to the extent that Sellers have previously  granted  security
          interests  to the Funds  with  respect to the  Partnership  Interests,
          Sellers shall have  delivered to Purchaser,  with respect to each such
          Partnership Interest, a copy of a termination statement evidencing the
          termination  of  the  applicable  Fund's  security  interest  in  such
          Partnership   Interest   or  such   other   documentation   reasonably
          satisfactory to Purchaser  which evidences that the security  interest
          has been terminated;

               (f) each of the required  Consents  shall have been  obtained and
          appropriate  documentation,  in each case in the form specified by the
          respective   Fund  Agreement  and  otherwise  in  form  and  substance
          reasonably satisfactory to Purchaser,  shall have been executed by all
          relevant  parties to effect the transfer of the Partnership  Interests
          to Purchaser  and the  admission of Purchaser as a substitute  limited
          partner in each Fund; and

               (g) Sellers shall have  delivered to Purchaser a  Certificate  of
          Non-Foreign Status in the form attached hereto as Exhibit D.

          6.2 Conditions to Obligations of Seller.  The obligation of Sellers to
     consummate the  transactions  contemplated  by this Agreement is subject to
     the satisfaction or waiver of the following conditions:

               (a) the  representations  and  warranties  set forth in Section 3
          shall be true and correct in all  material  respects as of the Closing
          Date;

               (b)  Purchaser  shall have  performed  and complied  with all its
          covenants hereunder in all material respects through the Closing Date;

               (c) there shall not be any injunction, judgment, order, decree or
          ruling in effect  preventing  consummation of any of the  transactions
          contemplated by this Agreement;

               (d)  Purchaser   shall  have   delivered  to  Sellers  a  Closing
          Certificate in the form attached hereto as Exhibit E; and

               (e) each of the required  Consents  shall have been  obtained and
          appropriate  documentation,  in each case in the form specified by the
          respective   Fund  Agreement  and  otherwise  in  form  and  substance
          reasonably  satisfactory  to Sellers,  shall have been executed by all
          relevant  parties to effect the transfer of the Partnership  Interests
          to Purchaser  and the  admission of Purchaser as a substitute  limited
          partner in each Fund, and Purchaser shall have cooperated with Sellers
          in complying  with the applicable  requirements  set forth in the Fund
          Agreements  relating to the transfer of the  Partnership  Interests to
          Purchaser  and the  admission of  Purchaser  as a  substitute  limited
          partner.

     7. Miscellaneous

          7.1 No Third Party Beneficiaries.  This Agreement shall not confer any
     rights  or  remedies  upon any  person  other  than the  parties  and their
     respective successors and permitted assigns.

          7.2 Succession and  Assignment.  This Agreement  shall be binding upon
     and inure to the benefit of the parties  named herein and their  respective
     successors and permitted assigns. No party may assign either this Agreement
     or any of its rights, interests, or obligations hereunder without the prior
     written approval of the other party.

          7.3  Counterparts.  This  Agreement  may be  executed  in one or  more
     counterparts,  each of which shall be deemed an  original  but all of which
     together will constitute one and the same instrument.

          7.4  Headings.  The section  headings  contained in the  Agreement are
     inserted for  convenience  only and shall not affect in any way the meaning
     or interpretation of this Agreement.

          7.5  Notices.  All  notices,  requests,  demands,  claims,  and  other
     communications  hereunder will be in writing. Any notice, request,  demand,
     claim,  or other  communication  hereunder  shall be deemed  duly given two
     business  days after it is sent by  registered  or certified  mail,  return
     receipt requested, postage prepaid, and addressed to the intended recipient
     as set forth below:

          If to Sellers prior to the Merger:

                              Echelon International Corporation
                              and Echelon Affordable Housing, Inc.
                              450 Carillon Parkway, Suite 200
                              St. Petersburg, Florida 33716
                              Attn: Susan Glatthorn Johnson, Esq.
                              Telecopy No: (727) 803-8203

                    with a copy, which shall not constitute notice, prior to the
          Merger, to:

                              White & Case LLP
                              1155 Avenue of the Americas
                              New York, New York, 10036-2787
                              Attn: William F. Wynne, Jr., Esq.
                              Telecopy No: (212) 354-8113

          If to Sellers after the Merger:

                              950 Third Avenue
                              New York, New York 10022
                              Attn: James Haber
                              Telecopy No: (212) 688-7908

                    with a copy,  which shall not constitute  notice,  after the
          Merger, to:

                              Brown Raysman Millstein Felder and Steiner LLP
                              120 West 45th Street
                              New York, New York 10036
                              Attn: Robert M. Unger, Esq.
                              Telecopy No: (212) 840-2429

          If to Purchaser:    Heller Affordable Housing, Inc
                              500 West Monroe
                              30th Floor
                              Chicago, Illinois 60661
                              Attn: Larry Mandel
                              Telecopy No: (312) 441-7560

                    with a copy, which shall not constitute notice, to:

                              Paul, Hastings, Janofsky & Walker LLP
                              600 Peachtree St., NE, Suite 2400
                              Atlanta, Georgia 30308
                              Attn: Philip J. Marzetti, Esq.
                              Telecopy No. (404) 815-2424

     Any  party  may  send  any  notice,   request,   demand,  claim,  or  other
     communication  hereunder to the intended recipient at the address set forth
     above  using  any  other  means  (including  personal  delivery,  expedited
     courier,  messenger service,  telecopy, telex, ordinary mail, or electronic
     mail), but no such notice,  request,  demand,  claim or other communication
     shall be deemed to have been duly  given  unless and until it  actually  is
     received  by the  intended  recipient.  Any party may change the address to
     which  notices,   requests,   demands,  claims,  and  other  communications
     hereunder  are to be  delivered  by giving  the other  party  notice in the
     manner herein set forth.

          7.7 Governing Law. This  Agreement  shall be governed by and construed
     in  accordance  with the  domestic  laws of the  State of New York  without
     giving  effect to any choice or conflict of law  provision or rule (whether
     of the State of New York or any other  jurisdiction)  that would  cause the
     application  of the laws of any  jurisdiction  other  than the State of New
     York.

          7.8  Amendments  and Waivers.  No  amendment of any  provision of this
     Agreement  shall be valid unless the same shall be in writing and signed by
     Purchaser   and   Sellers.   No  waiver  by  any  party  of  any   default,
     misrepresentation,  or beach of  warranty or  covenant  hereunder,  whether
     intentional  or not,  shall be deemed to extend to any prior or  subsequent
     default, misrepresentation,  or beach of warranty or covenant  hereunder or
     affect in any way any rights  arising by virtue of any prior or  subsequent
     such occurrence.

          7.9  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.

          7.10 Expenses.  Except as otherwise specifically provided herein, each
     party hereto will bear its own costs and expenses (including legal fees and
     expenses)  incurred in connection with this Agreement and the  transactions
     contemplated hereby.

          7.11  Construction.  The  parties  have  participated  jointly  in the
     negotiation  and drafting of this  Agreement.  In the event an ambiguity or
     question  of intent  or  interpretation  arises,  this  Agreement  shall be
     construed as if drafted jointly by the parties and no presumption or burden
     of proof shall arise  favoring  or  disfavoring  any party by virtue of the
     authorship of any of the provisions of this Agreement. Any reference to any
     federal,  state,  local,  or foreign statute or law shall be deemed also to
     refer to all rules  and  regulations  promulgated  thereunder,  unless  the
     context  requires  otherwise.  The word  "including"  shall mean  including
     without limitation.

          7.12 Knowledge.  When any representation or warranty contained in this
     Agreement  is  expressly  qualified  by  the  knowledge  of  Sellers,  such
     knowledge  shall mean the actual  knowledge of Larry J.  Newsome,  James R.
     Hobbs, Jr. and Dan R. Johnson.

          7.13  Incorporation  of  Exhibits  and  Schedules.  The  Exhibits  and
     Schedules identified in this Agreement are incorporated herein by reference
     and made a part hereof.

          7.14 Entire Agreement. This Agreement constitutes the entire agreement
     among the parties and supersedes any prior understandings,  agreements,  or
     representations  by or among the  parties,  written or oral,  to the extent
     they have related in any way to the subject matter hereof.

          7.15 Termination.  This Agreement shall terminate automatically if the
     Closing does not occur on or before  January 14,  2000,  unless the Closing
     Date is extended by mutual agreement of all the parties hereto.

                        [Signature pages follow]


<PAGE>

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



PURCHASER:                    HELLER AFFORDABLE HOUSING, INC.


                              By:
                                 ___________________________________
                                 Name:
                                 Title:



SELLERS:                      ECHELON INTERNATIONAL CORPORATION


                              By:
                                 ___________________________________
                                 Name:
                                 Title:


                              ECHELON AFFORDABLE HOUSING, INC.


                              By:
                                 ___________________________________
                                 Name:
                                 Title:


<PAGE>

<TABLE>
<CAPTION>
                                    EXHIBIT A


                      DESCRIPTION OF PARTNERSHIP INTERESTS

<S>                                <C>                 <C>                 <C>                  <C>                 <C>
================================= ================== =================== ====================== ================= ================

                                      State of            Taxpayer            Tax Shelter       Number of Units     Holding in
          Name of Fund              Organization       Identification     Registration Number         Held          Certificate
                                                           Number               of Fund                                Form?
================================= ================== =================== ====================== ================= ================

American Tax Credit Corporate         Delaware           31-1455367           96058000264              4                No
Fund III, L.P.
--------------------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

KeyCorp Investment Limited              Ohio             34-1811098                                    6                No
Partnership II
--------------------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

Lehman Housing Tax Credit Fund        New York           13-3928458           95276000023           6.738544            Yes
L.P.
--------------------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

Lehman Housing Tax Credit Fund        Delaware           13-3932050           97241000369            8.673              Yes
VI L.P.
--------------------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

National Corporate Tax Credit        California          95-4593894           97139000133              5                No
Fund VII
--------------------------------- ------------------ ------------------- ---------------------- ----------------- ----------------

</TABLE>


<PAGE>

                                    EXHIBIT B


                          ALLOCATION OF PURCHASE PRICE



         The cash  portion of the  Purchase  Price  payable  pursuant to Section
1.2(a) of the Agreement shall be allocated  among the  Partnership  Interests as
follows:



         Partnership Interest                        Price


Lehman Housing Tax Credit Fund L.P.               $ 4,452,826

Lehman Housing Tax Credit Fund VI L.P.              5,720,099

KeyCorp Investment Limited Partnership II           4,989,556

National Corporate Tax Credit Fund VII              3,092,815

American Tax Credit Corporate Fund III, L.P.        2,809,704

    TOTAL                                         $21,065,000



     The  Recapture  Premium  payable  pursuant to Sections  1.2(b) and 5 of the
Agreement shall be allocated among the Partnership  Interests in the same ratios
as the  foregoing  cash  portion of the Purchase  Price is allocated  among such
Partnership Interests.


<PAGE>

                                    EXHIBIT C


                               CLOSING CERTIFICATE


     Pursuant  to  Section  6.1(d) of the  Purchase  Agreement  between  Echelon
International  Corporation and Echelon Affordable Housing,  Inc. ("Sellers") and
Heller  Affordable  Housing,  Inc.  ("Purchaser")  made and  entered  into as of
January 13, 2000 (the "Purchase  Agreement"),  the undersigned hereby certify on
behalf of Sellers as follows:

          (1) The representations and warranties of Sellers set forth in Section
     2 of the Purchase  Agreement are true and correct in all material  respects
     as of the date hereof;

          (2) Sellers have  performed and complied with all its covenants  under
     the Purchase  Agreement in all material  respects  through the date hereof;
     and

          (3) No injunction, judgment, order, decree or ruling is in effect with
     respect to Seller which would prevent the  consummation of the transactions
     contemplated by the Purchase Agreement.

     This ____ day of January, 2000.



                              ECHELON INTERNATIONAL CORPORATION


                              By:____________________________________
                                 Name: ______________________________
                                 Title: _____________________________


                              ECHELON AFFORDABLE HOUSING, INC.


                              By:____________________________________
                                 Name: ______________________________
                                 Title: _____________________________



<PAGE>
                                    EXHIBIT D

                        CERTIFICATE OF NON-FOREIGN STATUS


     In order to comply with Sections 897 and 1445 of the Internal  Revenue Code
(the "Code"), the undersigned hereby certify on behalf of Echelon  International
Corporation and Echelon Affordable Housing, Inc. (the "Sellers") as follows:

          (1) Neither Seller is a "foreign person" within the meaning of Section
     7701 of the Code;

          (2)  The  employer  identification  number  of  Echelon  International
     Corporation  is  59-2554218,  and the  employer  identification  number  of
     Echelon Affordable Housing, Inc. is 59-3420655;

          (3) The address of each Seller is 450 Carillon Parkway, Suite 200, St.
     Petersburg, Florida 33716; and

          (4) Each Seller  understands that this  certification may be disclosed
     to the  Internal  Revenue  Service and that any false  statement  contained
     herein could be punished by fine, imprisonment or both.

     Under penalties of perjury, the undersigned declare that they have examined
this  certification  and, to the best of their knowledge and belief, it is true,
correct and complete,  and they further  declare that they have the authority to
sign this certification on behalf of the Sellers.

     This _____ day of January, 2000.


                              ECHELON INTERNATIONAL CORPORATION


                              By:____________________________________
                                 Name: ______________________________
                                 Title: _____________________________


                              ECHELON AFFORDABLE HOUSING, INC.


                              By:____________________________________
                                 Name: ______________________________
                                 Title: _____________________________




<PAGE>

                                    EXHIBIT E

                               CLOSING CERTIFICATE


     Pursuant  to  Section  6.2(d) of the  Purchase  Agreement  between  Echelon
International  Corporation and Echelon Affordable Housing,  Inc. ("Sellers") and
Heller  Affordable  Housing,  Inc.  ("Purchaser")  made and  entered  into as of
January 13, 2000 (the "Purchase Agreement"), the undersigned hereby certifies on
behalf of Purchaser as follows:

          (1) The  representations  and  warranties  of  Purchaser  set forth in
     Section 3 of the  Purchase  Agreement  are true and correct in all material
     respects as of the date hereof;

          (2) Purchaser has performed and complied with all its covenants  under
     the Purchase  Agreement in all material  respects  through the date hereof;
     and

          (3) No injunction, judgment, order, decree or ruling is in effect with
     respect  to  Purchaser   which  would  prevent  the   consummation  of  the
     transactions contemplated by the Purchase Agreement.

     This ____ day of January, 2000.



                              HELLER AFFORDABLE HOUSING, INC.



                              By:______________________________
                                 Name: ________________________
                                 Title:________________________

<PAGE>

                                                                       EXHIBIT B







                           PURCHASE AND SALE AGREEMENT



                                  by and among



                        ECHELON INTERNATIONAL CORPORATION

                                       and

                          CERTAIN OF ITS SUBSIDIARIES,

                            collectively, as Seller,



                                       and



                            ECHELON RESIDENTIAL LLC,

                                    as Buyer





                                January 21, 2000




===============================================================================
<PAGE>


                                                                           Page
                                TABLE OF CONTENTS



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

Section 2.    Purchase and Sale..............................................10
        2.1      Purchase Price..............................................10
        2.2      Terms of Payment............................................10
        2.3      Assumption of Liabilities...................................11

Section 3.    Seller's Representations and Warranties........................11
        3.1      Due Organization and Good Standing of Seller................12
        3.2      Authorization and Validity of Agreement.....................12
        3.3      Consents and Approvals; No Violations.......................13
        3.4      Title to Assets; Encumbrances...............................13
        3.5      Ownership of Joint Venture Interests........................14
        3.6      Ownership of Employee Loans.................................14
        3.7      Environmental Laws and Regulations..........................14
        3.8      Leases......................................................15
        3.9      Litigation..................................................15
        3.10     Land Use....................................................15
        3.11     Contracts...................................................16
        3.12     Existing Debt...............................................16
        3.13     Employee Benefit Plans; Labor Matters.......................16
        3.14     Intellectual Property.......................................17
        3.15     Insurance...................................................18
        3.16     Assets......................................................18
        3.17     Reports and Financial Statements............................18
        3.18     Absence of Certain Changes..................................19
        3.19     Liabilities.................................................19
        3.20     Compliance with Laws........................................19
        3.21     Year 2000...................................................20
        3.22     No Other Representations or Warranties......................20

Section 4.    Buyer's Representations and Warranties.........................20
        4.1      Due Organization and Good Standing of Buyer.................20
        4.2      Authorization and Validity of Agreement.....................20
        4.3      Consents and Approvals; No Violations.......................20
        4.4      Condition of the Assets.....................................21
        4.5      Liens.......................................................22
        4.6      Purchase for Investment.....................................22
        4.7      Sufficient Funds............................................22
        4.8      Title and Survey............................................22
        4.9      Inspection..................................................22
        4.10     No Other Representations or Warranties......................22

Section 5.     Covenants.....................................................23
         5.1     Compliance..................................................23
         5.2     Notices of Violations.......................................23
         5.3     Ownership of Assets; Proceeds of Asset Sales................23
         5.4     Operation of Assets Subsequent to the Agreement Date........23
         5.5     Status of Agreements........................................25
         5.6     Further Assurances..........................................26
         5.7     Consents....................................................27
         5.8     Use of Business Names by Buyer..............................27
         5.9     Bringdown of Seller's Representations.......................27
         5.10    Cooperation Regarding Taxes.................................28
         5.11    Insurance...................................................28
         5.12    Reasonable Best Efforts.....................................29
         5.13    Access to Information Concerning Assets.....................29
         5.14    Notification of Certain Matters.............................30
         5.15    HSR Act.....................................................30
         5.16    Access to Information Pursuant to Distribution Agreement....30
         5.17    Witness Services Under Distribution Agreement...............30
         5.18    Retention of Records........................................30

Section 6.    Conditions Precedent to Closing................................31
         6.1     Buyer Conditions............................................31
         6.2     Seller Conditions...........................................32

Section 7.    Closing........................................................33
         7.1     Time and Place..............................................33
         7.2     Closing Expenses............................................33
         7.3     Notification of Escrow Closing Date.........................33
         7.4     Documents and/or Deliveries.................................34
         7.5     Buyer Documents and/or Deliveries...........................36
         7.6     Execution and Delivery of Closing Statements................37
         7.7     Joint Instructions to Escrow Agent..........................37
         7.8     Further Deliveries..........................................37

Section 8.    Brokers........................................................38

Section 9.    Termination and Abandonment....................................38
         9.1     Termination.................................................38
         9.2     Effect of Termination.......................................39

Section 10.    Risk of Loss; Indemnity.......................................41
         10.1    Casualty....................................................41
         10.2    Condemnation................................................41
         10.3    Indemnity...................................................41

Section 11.    Employees and Employee Benefits Matters.......................43
         11.1    Transfer of Employees.......................................43
         11.2    Assumption of Liabilities...................................43
         11.3    Participation and Crediting of Service Under Employee Plans
                    and Practices............................................45

Section 12.    Miscellaneous.................................................45
         12.1    Litigation..................................................45
         12.2    Escrow Obligations of Escrow Agent..........................45
         12.3    Notices.....................................................47
         12.4    Entire Agreement............................................48
         12.5    Successors and Assigns......................................48
         12.6    Headings....................................................49
         12.7    Applicable Law..............................................49
         12.8    Severability................................................49
         12.9    Counterparts................................................49
         12.10   No Waiver of Default........................................49
         12.11   Confidentiality.............................................50
         12.12   Recourse Limited............................................50
         12.13   Business Day................................................50
         12.14   Recordation.................................................51
         12.15   Jury Waiver.................................................51
         12.16   Public Announcements........................................51
         12.17   Radon Gas...................................................51
         12.18   Bulk Sales Law Waiver.......................................52
         12.19   Knowledge...................................................52
         12.20   Amendments, Modifications and Supplements...................52
         12.21   Representations and Warranties..............................52
         12.22   Performance and Discharge...................................52


<PAGE>


                                    SCHEDULES



         Schedule I           -        List of Assets and Owners
         Schedule II          -        List of Existing Debt
         Schedule III         -        Leases
         Schedule IV          -        Purchase Price Allocation
         Schedule V           -        Consents
         Schedule VI          -        Liens on Real Estate Assets
         Schedule VII         -        Liens on Joint Venture Interests
         Schedule VIII        -        Required Consents
         Schedule IX          -        Hazardous Materials
         Schedule X           -        Permits
         Schedule XI          -        Real Estate Contracts
         Schedule XII         -        Employee Benefit Plans
         Schedule XIII        -        Employees Subject to Existing
                                         Employment Agreements
         Schedule XIV         -        Intellectual Property
         Schedule XV          -        Pending Transactions
         Schedule XVI         -        Land Use
         Schedule XVII        -        Litigation
         Schedule XVIII       -        List of Subsidiary Non-Qualification
                                         Information
         Schedule XIX         -        Changes in Operations
         Schedule XX          -        Violations
         Schedule XXI         -        Trial Balance & Consolidated Financial
                                         Statements
         Schedule XXII        -        Insurance
         Schedule XXIII       -        Real Estate Related Accounts
         Schedule XXIV        -        Title Insurance Commitments or Other
                                         Reports
         Schedule XXV         -        Surveys



<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 Assignment of Trademarks
         Exhibit G            -        Severance Benefits Plan
         Exhibit H            -        Intentionally Omitted
         Exhibit I            -        Form of Title Affidavit
         Exhibit J            -        Form of Gap Indemnity
         Exhibit K            -        Form of FIRPTA Affidavit
         Exhibit L            -        Joint Direction Letter
         Exhibit M            -        Joint Instruction Letter
<PAGE>

                           PURCHASE AND SALE AGREEMENT


          THIS PURCHASE AND SALE 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 "Seller"),  and ECHELON
RESIDENTIAL LLC, a Delaware limited liability company ("Buyer"). 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 (other  than Part V thereof)  annexed  hereto and made a part  hereof
(collectively, the "Assets"); and

          WHEREAS, Seller desires to sell, and Buyer desires to purchase, all of
Seller's  right,  title and  interest  in and to the Assets  pursuant  to and in
accordance with the terms and provisions of this Agreement;

          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, Seller agrees to sell,
assign and  transfer  to Buyer,  and Buyer  agrees to  purchase  and assume from
Seller,  for the price and on the terms and subject to the conditions herein set
forth,  all of Seller'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 Seller, Buyer 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,  as
more  particularly  described  on Schedule I (other  than Part V  thereof),  and
includes,  without limitation, any Asset Sales Proceeds; it being understood and
agreed,  for avoidance of doubt,  that none of the following shall  constitute a
portion  of the  Assets:  (i)  the  Excepted  Leases,  (ii)  the Tax  Credit  LP
Interests,  (iii) the Other  Assets,  (iv) any and all cash on hand  (including,
without  limitation,  (A) cash with respect to the Excepted  Leases and (B) cash
with respect to the Tax Credit LP  Interests,  but, in any event,  excluding the
restricted  cash (and cash  equivalents)  described in item 17 under Part VII of
Schedule I) and (v) any and all refunds or any reduction of, or credit  against,
Seller's Tax  liabilities  (other than with respect to Real Estate  Taxes) in or
with respect to any taxable  year  (including  all periods  prior to the Closing
Date).

          "Assumed Liabilities" has the meaning set forth in Section 2.3 hereof.

          "Bringdown  Certificate"  has the  meaning  set forth in  Section  5.9
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.

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

          "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,  assignment and sale
and  conveyance  of the Assets by or on behalf of Seller to Buyer and payment of
the Purchase Price and assumption of the Assumed Liabilities by Buyer to Seller,
pursuant to Section 7 hereof.

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

          "COBRA" has the meaning set forth in Section 11.2(a)(1) hereof.

          "Code" has the meaning set forth in Section 3.13 hereof.

          "Combining  Trial Balance" means the trial balance set forth in Part I
of Schedule XXI annexed hereto and made a part hereof.

          "Commercial   Property"   means  the  real  property,   including  the
improvements  thereon,  described in Part I of Schedule I; provided,  that in no
event shall "Commercial Property" include any or all of the Other Assets.

          "Commercial  Property  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.

          "Commission" has the meaning set forth in Section 3.17(a) hereof.

          "Commission  Filings"  has the  meaning  set forth in Section  3.17(a)
hereof.

          "Contracts"  means,  collectively,  (i) the contracts,  agreements and
commitments described on Schedule XI annexed hereto and made a part hereof, (ii)
any  contract,  agreement  or  commitment  by which  Seller  is bound  primarily
affecting  or relating to any of the Total Assets  (excluding  Leases and leases
relating to the Residential Properties,  Encumbrances on title and any documents
and  instruments  related to the Existing  Debt) which involves base payments or
the  performance of services by Seller 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 Seller on not more than 90 days  notice  without
penalty and (iii) any and all  contracts,  agreements  and  commitments by which
Seller is bound  primarily  affecting  or  relating  to any of the Total  Assets
(excluding   Leases  and  leases   relating  to  the   Residential   Properties,
Encumbrances on title and any documents and instruments  related to the Existing
Debt) and which are entered into after the Agreement Date in compliance with the
provisions  of this  Agreement;  provided,  that in no event  shall  "Contracts"
include any or all of the Other Contracts.

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

          "Deposit" has the meaning set forth in Section 2.2(a) hereof.

          "Distribution Agreement" means the Distribution Agreement, dated as of
December 16, 1996, by and between Florida Progress and Echelon.

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

          "Employee  Benefit  Plans" has the meaning  set forth in Section  3.13
hereof.

          "Employee Loans" means the loans described in Part IX of Schedule I.

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

          "Environmental  Claims" means  administrative,  regulatory or judicial
actions,   suits,   demands,   demand  letters,   claims,   liens,   notices  of
non-compliance or violation,  investigations or proceedings  relating in any way
to any Environmental Law or any permit issued under any such  Environmental Law,
including (a) Environmental Claims by governmental or regulatory authorities for
enforcement,  cleanup, removal,  response,  remedial or other actions or damages
pursuant to any applicable Environmental Law and (b) Environmental Claims by any
third party  seeking  damages,  contribution,  indemnification,  cost  recovery,
compensation or injunctive relief resulting from Hazardous  Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

          "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.

          "ERISA" has the meaning set forth in Section 3.13 hereof.

          "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 Buyer  and  Seller  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 Seller to Buyer;  provided,
that if Seller 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 Seller to Buyer.

          "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.

          "Excess  Cash  Amount"  means  the  aggregate  amount of cash and cash
equivalents,  if any, which is expected (in the sole  determination of the Chief
Financial  Officer of  Echelon  made on the  Escrow  Closing  Date) to remain in
Echelon or its subsidiaries after consummation of all transactions  contemplated
by  this  Agreement,  the  Merger  Agreement  and  the  Subscription  Agreement;
provided,  that in no event shall the Excess Cash Amount include an amount equal
to $7,000,000 plus the aggregate amount of rent payments,  whether in arrears or
in advance,  actually  received by Seller with  respect to the  Leveraged  Lease
Portfolio (as defined in the Merger  Agreement)  during the period from February
1, 2000 through the  Effective  Date (as defined in the Merger  Agreement);  and
provided, further, in no event shall the Excess Cash Amount be less than $0.

          "Excluded  Liabilities" means any liabilities or obligations of Seller
or its affiliates or predecessors other than the Assumed Liabilities, and in any
event  "Excluded   Liabilities"   shall  be  inclusive  of  all  liabilities  or
obligations for which Seller (or its affiliates or  predecessors) is responsible
pursuant  to Section 11 hereof and those  arising  out of or relating to (i) the
Excepted Leases  (including those liabilities and obligations (as of the Closing
Date)  referred  to in the  Combining  Trial  Balance  under the column  heading
"Aircraft Assets & Liabilities"),  (ii) the Tax Credit LP Interests, (iii) Taxes
(other than Real Estate  Taxes),  (iv) the Other Assumed  Liabilities,  (v) this
Agreement or the Merger  Agreement  (including  with respect to any  shareholder
litigation  relating  hereto or  thereto),  (vi)  except to the extent  Buyer is
responsible  therefor pursuant to Section 11 hereof, all obligations  (including
payments due as a result of a change of control of Echelon or  otherwise)  under
any  employment  agreement  entered  into by Echelon or any of its  Subsidiaries
(including the employment  agreements  described on Schedule XIII annexed hereto
and made a part  hereof)  and (vii)  assets or  businesses  previously  owned by
Seller (or its  affiliates  or  predecessors)  which were  divested or otherwise
disposed of prior to the Agreement  Date  (including,  without  limitation,  any
liabilities or obligations of Seller (or its affiliates or predecessors) arising
out of or related to (A) the  spin-off  of  Echelon  and the other  transactions
contemplated  by the  Distribution  Agreement and (B) the first  mortgage  bonds
secured by certain life care communities previously owned directly or indirectly
by Seller).

          "Executive  Loans  Repayment  Amount" means (as of the Escrow  Closing
Date) the  aggregate  outstanding  principal  amount,  together with any accrued
interest,  charges, fees or other amounts related thereto, of any loans extended
by Seller to W. Michael Doramus, Larry J. Newsome, Susan G. Johnson and Julio A.
Maggi.

          "Existing  Debt"  means the  indebtedness  described  in  Schedule  II
annexed  hereto  and made a part  hereof;  provided,  that,  in no  event  shall
"Existing Debt" include any or all of the Other Existing Debt.

          "Financial  Statements"  has the meaning set forth in Section  3.17(a)
hereof.

          "Florida  Progress"  means  Florida  Progress  Corporation,  a Florida
corporation.

          "GAAP" has the meaning set forth in Section 3.17(a) hereof.

          "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  substances",
"hazardous wastes",  "hazardous  materials",  "extremely hazardous  substances",
"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 Heller Affordable Housing of Florida, Inc., a Florida corporation,
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 Total
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 or all  of the  Other  Intangible
Personal Property.

          "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 Total Assets,  as more
particularly  described in Schedule  XIV annexed  hereto and made a part hereof;
provided,  that in no event shall "Intellectual  Property" include any or all of
the Other Intellectual Property.

          "Joint Venture Interests" means Seller's equity interests in the joint
ventures described in Part VI of Schedule I.

          "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 Commercial Property which are more particularly described on Schedule III
annexed hereto and made a part hereof; provided, that in no event shall "Leases"
include any or all of the Other Leases.

          "Litigation" has the meaning set forth in Section 3.9 hereof.

          "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 Total 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).

          "Minimum Cash Amount" means $21,275,000.

          "NationsBank Tower" means the 26-story Class A office tower located at
One Progress Plaza, St. Petersburg, Florida.

          "Net Sale Proceeds" means, for any 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  Existing  Debt  which  is  secured  by or  directly  related  to the
respective  assets  which  were  sold,  transferred  or  otherwise  disposed  of
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.

          "Other  Assets"  means the  "Assets"  as defined  in the  Subscription
Agreement.

          "Other Assumed Liabilities" means the "Assumed Liabilities" as defined
in the Subscription Agreement.

          "Other  Buyer"  means   "Company"  as  defined  in  the   Subscription
Agreement.

          "Other Contracts" means the "Contracts" as defined in the Subscription
Agreement.

          "Other  Existing  Debt"  means the  "Assumed  Debt" as  defined in the
Subscription Agreement.

          "Other Intangible  Personal  Property" means the "Intangible  Personal
Property" as defined in the Subscription Agreement.

          "Other  Intellectual  Property" means the  "Intellectual  Property" as
defined in the Subscription Agreement.

          "Other  Leases"  means the  "Leases"  as defined  in the  Subscription
Agreement.

          "Other  Permits"  means the  "Permits" as defined in the  Subscription
Agreement.

          "Other   Personalty"   means  the   "Personalty"  as  defined  in  the
Subscription Agreement.

          "Other Real Estate  Assets" means the "Real Estate  Assets" as defined
in the Subscription Agreement.

          "Other  Tangible  Personal  Property"  means  the  "Tangible  Personal
Property" as defined in the Subscription Agreement.

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

          "Permits"  means the licenses or permits  required to be maintained by
Seller for the  development,  use or occupancy of any portion of any of the Real
Estate  Assets,  including  those  certificates  of occupancy and other material
licenses  and permits  described  in  Schedule X annexed  hereto and made a part
hereof;  provided,  that in no event shall  "Permits"  include any or all of the
Other Permits.

          "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;  provided, that in no event shall "Personalty" include any or
all of the Other Personalty.

          "Pre-Approved  Expenditures"  means  the  aggregate  amount of (i) all
expenditures  of Seller  described in Part III of Schedule XV annexed hereto and
made a part hereof but only to the extent  actually paid by Seller in respect of
the respective  Assets or Other Assets indicated on such Part III of Schedule XV
at any time after  November 30, 1999 and on or prior to the Escrow  Closing Date
and (ii) any and all other expenditures incurred by Seller from time to time but
in each  case  only to the  extent  approved  by Buyer  in its sole  discretion;
provided,  that in no event  shall  the  aggregate  amount  of all  Pre-Approved
Expenditures (as of the Escrow Closing Date specified in the initial Escrow Date
Notification  Certificate  delivered  by Seller  pursuant to Section 7.3 hereof)
exceed $7,750,000.

          "Purchase Price" has the meaning set forth in Section 2.1 hereof.

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

          "Real Estate Assets" means,  collectively,  the  Residential  Property
(including the Residential  Property with respect to which Seller owns any Joint
Venture Interest),  the Commercial  Property and the Undeveloped Land,  together
with the Personalty,  Contracts,  Leases and Permits relating  thereto,  as more
particularly described in Parts I, II and III of Schedule I; it being understood
and agreed  that in any event  neither  the Union Bank  Building  nor any of the
Other Real Estate Assets shall constitute a portion of the Real Estate Assets.

          "Real Estate  Taxes" means any ad valorem  taxes levied upon the Total
Assets  based upon the  ownership,  leasing,  renting or  operation of the Total
Assets;  provided,  however,  that Real  Estate  Taxes shall not include any net
income,  capital,  stock,  succession,  transfer,  franchise,  gift,  estate  or
inheritance  taxes.  For  avoidance of doubt,  Real Estate Taxes shall  include,
without  limitation,  real estate taxes, sales and use taxes,  personal property
taxes, sewer rents,  water rents,  assessments  (special or otherwise),  transit
taxes,  any tax or excise on rent or any other tax (however  described)  imposed
directly on account of the  ownership,  leasing,  management or operation of, or
rental  received  for use and  occupancy  of,  any or all of the  Total  Assets,
whether any such taxes are imposed by the United States,  the State or County in
which the Asset or Other  Asset,  as the case may be,  is  located  or any local
governmental   municipality,   authority  or  agency,  or  any  other  political
subdivision of any thereof.

          "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  VIII  annexed  hereto  and made a part  hereof  consenting  to the
transactions  contemplated by this Agreement and containing terms and provisions
no more onerous to Buyer than those set forth in Schedule  VIII and otherwise in
form and substance reasonably satisfactory to Buyer.

          "Residential Property" means the real property described in Part II of
Schedule I.

          "Savings Plan" has the meaning set forth in Section 11.2(a)(2) hereof.

          "Seller" has the meaning set forth in the introductory paragraph.

          "7th Avenue Property" means that certain industrial  warehouse located
at 4701 Broadway Avenue, Tampa, Florida.

          "Subscription Agreement" means the Subscription Agreement, dated as of
January 21, 2000,  by and among Heller  Affordable  Housing of Florida,  Inc., a
Florida corporation, and Echelon and its subsidiaries signatory thereto.

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

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

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

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

          "Tax Credit LP  Interests"  means  Seller's  equity  interests  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 XXIV annexed hereto
and made a part hereof.

          "Total Assets" means the Assets and the Other Assets, collectively.

          "Transferred  Employee"  has the  meaning  set forth in  Section  11.1
hereof.

          "Undeveloped  Land" means the real  property  described in Part III of
Schedule I.

          "Union Bank Building" means the 3 1/2-story office building located at
1980 Saturn Street, Monterey Park, California.

          "WARN" has the meaning set forth in Section 11.2(d) hereof.

          Section 2. Purchase and Sale.

          2.1 Purchase Price.  The aggregate  purchase price to be paid by Buyer
to acquire the Assets (the "Purchase  Price") shall be equal to (u) $47,921,172,
minus (v) the Minimum Cash Amount,  minus (w) the Excess Cash Amount,  minus (x)
the Commercial  Property Security Deposit Amount,  minus (y) the Executive Loans
Repayment  Amount,  plus (z) the Pre-Approved  Expenditures.  The Purchase Price
shall be  allocated  among the Assets,  and between the real estate and personal
property  comprising the Assets,  as set forth on Schedule IV annexed hereto and
made a part hereof.

          2.2 Terms of Payment. The Purchase Price will be paid as follows:

          (a)  On the  Agreement  Date,  Buyer  will  deliver  to  Escrow  Agent
$4,275,750 (the  "Deposit")  which will 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 Seller and Buyer,  invested in securities
of the United States;  provided that, in each case,  interest  accruing  thereon
will constitute part of the Deposit.

          (b) The Deposit shall be credited to Buyer against the Purchase  Price
and will be  non-refundable in all instances except as provided in Sections 5.9,
9.2, 10.1, and 10.2 hereof and the balance of the Purchase Price will be paid by
Buyer to Seller in U.S.  dollars in immediately  available  funds at the time of
Closing in  accordance  with the terms and  conditions  of this  Agreement.  The
actual amount of the balance of the Purchase  Price payable  hereunder  shall be
calculated by making reference to the notice to be delivered pursuant to Section
7.4(h) hereof.

          2.3  Assumption  of  Liabilities.  On the  terms  and  subject  to the
conditions of this Agreement,  on the Closing Date,  Buyer shall, or shall cause
one or more of its  affiliates  to, assume and pay,  perform and discharge  when
due,  without  duplication,  (i) the Existing  Debt (as in effect on the Closing
Date),  including any prepayment  obligations,  (ii) any and all liabilities and
obligations  of Seller  arising  out of or  related to the  Litigation  (whether
before, on or after the Closing Date),  (iii) any Real Estate Taxes (whether due
or to become due),  (iv) any and all liabilities and obligations for which Buyer
is  responsible  pursuant  to  Section  11,  (v)  any and  all  liabilities  and
obligations  of Seller  arising out of or related to the Permits,  Contracts and
Leases (in each case,  whether before,  on or after the Closing Date),  (vi) any
and  all  liabilities  and  obligations  (including  unpaid  transaction  costs)
relating to any of the Total Assets sold,  transferred or otherwise  disposed of
pursuant to a Pending Transaction, (vii) any and all liabilities and obligations
of Seller (as of the Closing Date)  referred to in the  Combining  Trial Balance
under the column heading "Real Estate Assets & Liabilities",  (viii) any and all
liabilities and obligations of Seller pursuant to Section 11 of the Subscription
Agreement, (ix) any and all liabilities and obligations of Seller arising out of
or  related  to the  Distribution  Agreement  (excluding  all  of the  Ancillary
Agreements,  as defined in the Distribution  Agreement),  but only to the extent
same  arises out of or relates to the Real Estate  Assets  and/or the Other Real
Estate  Assets  which  were  previously  conveyed  to  Seller  pursuant  to  the
Distribution  Agreement but in any event  excluding (A) any and all  liabilities
and  obligations  of Seller  arising out of or related to the  Florida  Progress
Business  and the Echelon  Business (as said terms  defined in the  Distribution
Agreement),  except for the assumption of liabilities  and  obligations by Buyer
pursuant to the preceding  provisions of this  subclause  (ix),  (B) any and all
liabilities  and  obligations  of Seller  arising  out of or related to permits,
contracts  or  leases  which do not  constitute  Permits,  Contracts  or  Leases
hereunder  and (C) any and all  liabilities  and  obligations  with  respect  to
employee  agreements  and  employee  matters,  except  to the  extent  Buyer  is
responsible  therefor  pursuant  to  Section  11  and  (x)  any  and  all  other
liabilities  and  obligations of Seller arising out of or relating  primarily to
any of the Total Assets  (including any and all  liabilities  and obligations of
Seller  arising out of the ownership,  possession,  construction,  use,  access,
leasing,  maintenance,  management,  replacement,  renewal,  repair,  operation,
enjoyment,  alterations,  modifications,  additions,  accessions,  improvements,
appurtenances,  replacements and substitutions thereof and thereto but excluding
any and all  liabilities  and  obligations  of Seller  which are  expressly  not
assumed by Buyer  pursuant  to  preceding  subclause  (ix))  (collectively,  the
"Assumed Liabilities"); provided, that the Assumed Liabilities shall not include
any of (i) the Excluded  Liabilities,  all of which shall be retained by Seller,
and (ii) the Other  Assumed  Liabilities,  all of which  shall be assumed by the
Other Buyer.

          Section 3. Seller's  Representations and Warranties.  Seller makes the
following  representations  and warranties to Buyer, which  representations  and
warranties  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 Seller of any of the
following  representations  and  warranties,  Buyer'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 Buyer's sole remedies in connection  therewith  shall
be those  expressly set forth in Section 9.2 hereof) and Seller 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 Seller.  (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
Buyer.  Except as set forth on  Schedule  XVIII  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 Buyer.  Except as set
forth on Schedule  XVIII,  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.

          (c) Each of the entities in which  Echelon or its relevant  Subsidiary
owns a Joint Venture Interest is an entity duly organized,  validly existing and
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  and to
carry on its business as now being  conducted.  True and complete copies of each
such entity'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 Buyer.  Except as set forth on Schedule XVIII, each
such entity 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 make such qualification necessary.

          3.2 Authorization and Validity of Agreement.  Seller 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 V, to consummate the transactions  contemplated  hereby. The execution,
delivery and performance of this Agreement by Seller, 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 V). This Agreement has been duly executed and delivered by
Seller  and,  assuming  that this  Agreement  constitutes  a valid  and  binding
obligation of Buyer,  is a valid and binding  obligation  of Seller  enforceable
against  Seller 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 Buyer 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 V,
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 V, 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
Employee  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
VI  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.  The Commercial Property,  the Residential Property
and the  Undeveloped  Land are owned in fee by Seller and the Real Estate Assets
are the only real property interests that are owned by Seller or in which Seller
has a  leasehold  or other  interest,  except for the Tax  Credit LP  Interests,
certain  real  property  leases  under  which  Seller  is the  tenant  (as  more
particularly described in Schedule V) and the Union Bank Building.

          3.5 Ownership of Joint Venture Interests. Echelon or the Subsidiary of
Echelon set forth on Schedule VII, as applicable, is the owner and holder of the
Joint  Venture  Interests  described  on  Schedule  VII,  free and  clear of all
Encumbrances  of every kind other than those  described  in Schedule VII annexed
hereto and made a part hereof.  Except as set forth on Schedule VII,  Seller has
received  no  written  notice  that the  organizational  documents  of the joint
ventures to which the Joint Venture  Interests  relate are not in full force and
effect,   and  Seller  is  not  in  default  of  its   obligations   under  such
organizational  documents.  True  and  complete  copies  of  the  organizational
documents of the joint ventures to which the Joint Venture Interests relate have
been made  available  for  review to Buyer.  Schedule  VII  includes  a true and
complete  list  of  all  Joint  Venture  Interests  owned  by  Echelon  and  its
Subsidiaries,  the  percentage  interest in the entity  owned by Echelon or such
Subsidiary,  as the case may be, and the percentage interests owned by the other
shareholders, partners or members, as the case may be, in such entity.

          3.6  Ownership of Employee  Loans.  Echelon is the owner and holder of
the Employee Loans, free and clear of all Encumbrances and claims of every kind.
True and complete  copies of the documents  evidencing  the Employee  Loans have
been made  available  for  review  to  Buyer.  Except as set forth in Part IX of
Schedule I, the documents  evidencing  the Employee  Loans are in full force and
effect and no defaults on the part of the borrowers or Echelon  thereunder  have
occurred and are  continuing.  Except as set forth in Part IX of Schedule I, all
payments of principal and interest in respect of the Employee Loans are current.
Part IX of Schedule I sets forth the  outstanding  principal  balance of each of
the Employee Loans as of the date indicated  therein.  Seller has not satisfied,
canceled or  subordinated  any of the promissory  notes  evidencing the Employee
Loans, in whole or in part.

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

               (i) Hazardous Materials have not been generated, used, treated or
          stored by Seller on the Real  Estate  Assets or the Other 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 or
          Other Real Estate Assets, as the case may be;

               (ii) Hazardous Materials have not been Released or disposed of by
          Seller on the Real  Estate  Assets or the Other  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 or Other Real
          Estate Assets, as the case may be;

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

               (iv)  There are no  pending or  threatened  Environmental  Claims
          against  Seller with  respect to the Real  Estate  Assets or the Other
          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  Seller  or  against  any  Person  whose
          liability for any  Environmental  Claim Seller has retained or assumed
          whether  contractually  or by  operation  of law,  in each case to the
          extent same relates to the Real Estate Assets or the Other Real Estate
          Assets;

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

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

          3.8 Leases.  Schedule III sets forth all Leases affecting any portions
of any of the  Commercial  Property  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
and the leases relating to the  Residential  Properties have been made available
for review to Buyer.  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  Seller has  neither  sent nor  received  any notice of a material
default under any Lease at a Commercial Property which remains outstanding.  The
Commercial  Property,  the Residential Property and the Undeveloped Land are not
subject to any ground leases.

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

          3.10 Land Use. With respect to the Real Estate Assets,  Seller has not
received  any  written  notice  from  any  governmental  authority,  and  Seller
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 XVI
annexed  hereto and made a part  hereof,  Seller 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 for the purposes  permitted by the regulations  governing the
applicable zoning district.

          3.11 Contracts.  Except for the Leases,  Encumbrances on title and the
documents and instruments  relating to the Existing Debt, Schedule XI sets forth
all  agreements,  contracts and  commitments by which Seller is bound  primarily
affecting or relating to the Total Assets other than such contracts,  agreements
or  commitments  that involve base  payments or the  performance  of services by
Seller 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 Seller on not more than 90 days notice without  penalty.  True and
complete copies of all of the agreements,  contracts and commitments referred to
in Schedule XI have been made available for review to Buyer. Except as otherwise
set  forth on  Schedules  V and XI,  each  agreement,  contract  and  commitment
referred  to in  Schedule  XI 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 Seller 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.

          3.12 Existing Debt. Echelon or its relevant Subsidiary, as applicable,
is the borrower under the Existing 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 Existing 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 Existing  Debt and except for debt
incurred in connection  with Pending  Transactions,  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  Existing  Debt are
current.  True and complete copies of all agreements evidencing and securing the
Existing Debt have been made available for review to Buyer.

          3.13 Employee Benefit Plans; Labor Matters. Each employee benefit plan
within the meaning of Section 3(3) of the Employee  Retirement  Income  Security
Act of 1974,  as  amended  ("ERISA"),  and all  stock  purchase,  stock  option,
severance, employment, change-in-control, fringe benefit, collective bargaining,
bonus,  incentive,  deferred  compensation and all other employee benefit plans,
programs, policies or agreements, whether or not subject to ERISA (including any
funding  mechanism  therefor now in effect or required in the future as a result
of the transactions  contemplated by this Agreement or otherwise)  maintained by
Seller (including for purposes of this Section 3.13, all employers that would be
treated,  together  with  Seller,  as a single  employer  within the  meaning of
Section  414(b) and (c) of the Internal  Revenue  Code of 1986,  as amended (the
"Code")) or to which Seller  contributes or has current or contingent  liability
(collectively,  the "Employee  Benefit Plans") is listed on Schedule XII annexed
hereto  and  made  a part  hereof.  Seller  does  not  contribute  and  has  not
contributed  during the past six years to any  "multiemployer  plan"  within the
meaning  of  Section  4001(a)(3)  of ERISA,  and  Seller is not  subject  to any
withdrawal  liability  under Title IV of ERISA with respect to any such plan. No
Employee  Benefit  Plan is subject  to Title IV of ERISA or  Section  412 of the
Code.  Seller  has not  incurred  and does not  reasonably  expect  to incur any
liability  under  Title IV of ERISA.  No  Employee  Benefit  Plan  provides  for
post-employment or post-retirement  health or medical or life insurance benefits
for retired or former employees of Seller or its affiliates,  except as required
to avoid  excise  tax under  Section  4980B of the Code.  Except as set forth on
Schedule XII: (i) each Employee  Benefit Plan is in substantial  compliance with
applicable law and has been  administered and operated in all material  respects
in accordance with its terms;  (ii) each Employee Benefit Plan which is intended
to be "qualified"  within the meaning of Section 401(a) of the Code has received
a favorable  determination  letter from the Internal Revenue Service and, to the
knowledge of Seller,  no event has occurred and no condition  exists which would
result in the revocation of any such  determination;  (iii) neither Seller,  nor
any other  "disqualified  person" or "party in interest"  (as defined in Section
4975(e)(2) of the Code and Section 3(14) of ERISA,  respectively) has engaged in
any transaction in connection  with any Employee  Benefit Plan that would result
in the imposition of a material penalty pursuant to Section 502(i) of ERISA or a
material  tax pursuant to Section 4975 of the Code and no event has occurred and
no condition  exists that would otherwise  subject Seller to any material excise
tax,  penalty,  fine or lien  imposed  by ERISA or the Code with  respect  to an
Employee Benefit Plan; and (iv) no claim,  action or litigation,  has been made,
commenced  or, to the  knowledge  of  Seller,  threatened  with  respect  to any
Employee  Benefit  Plan (other than routine  claims for benefits  payable in the
ordinary  course,  and appeals of denied such claims).  Except as provided by or
under the agreements and  arrangements  described on Schedules XII and XIII, the
execution  of  this  Agreement  and  the   consummation   of  the   transactions
contemplated hereby will not result in any material payment to or accelerate the
vesting of benefits of any employee of Seller under any Employee Benefit Plan or
other plan, policy or agreement of Seller. With respect to each Employee Benefit
Plan,  Seller has delivered or made available for review to Buyer or its counsel
a true and complete  copy of, to the extent  applicable:  (a) the plan  document
(including  any  amendments  thereto) and any related  trust  agreement or other
funding instrument,  (b) the most recent Internal Revenue Service  determination
letter, (c) the summary plan description and (d) the annual report most recently
filed on Internal Revenue Service Form 5500-series.

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

          (b)  Except  as  set  forth  on  Schedule  XIV,   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 XVII,  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
Seller's  knowledge,  use of the  Intellectual  Property in connection  with the
Total  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  XIV,  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 XIV.

          (f) To the  knowledge  of Seller,  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.

          3.15  Insurance.  Schedule XXII annexed  hereto and made a part hereof
sets forth a true and complete listing of all insurance  policies  maintained by
Seller 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.

          3.16  Assets.  The Total Assets are all of the assets used in Seller's
real estate business or which are reasonably  necessary for Seller's real estate
business to function  and operate as an on-going  concern in  substantially  the
same manner as  Seller's  real  estate  business  has  recently  functioned  and
operated as an on-going concern;  it being understood and agreed,  for avoidance
of doubt,  that, for purposes of this Section 3.16,  none of the Excepted Leases
or the Tax Credit LP Interests relate to Seller's real estate business.

          3.17 Reports and Financial  Statements.  (a) Since  December 18, 1996,
Seller  has filed all forms,  reports  and  documents  with the  Securities  and
Exchange  Commission (the  "Commission")  required to be filed by it pursuant to
the federal securities laws and the Commission rules and regulations thereunder,
and all forms,  reports and documents  filed with the  Commission by Seller have
complied  in all  material  respects  with all  applicable  requirements  of the
federal  securities laws and the Commission  rules and  regulations  promulgated
thereunder.  Seller has, prior to the date of this Agreement, made available for
review to Buyer true and  complete  copies of all forms,  reports,  registration
statements and other filings filed by Seller with the Commission  since December
18,  1996 (such  forms,  reports,  registration  statements  and other  filings,
together with any exhibits, any amendments thereto and information  incorporated
by reference therein, are sometimes  collectively referred to as the "Commission
Filings").  Except to the extent  amended or superseded  by a subsequent  filing
with the Commission made prior to the date hereof, as of their respective dates,
the Commission  Filings did not contain any untrue  statement of a material fact
or omit to state a material fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading.  The audited  consolidated  balance  sheets (and related
audited consolidated statements of operations, audited consolidated statement of
shareholders' equity and audited consolidated  statement of cash flows) for each
of the years in the two-year  period ended  December 31, 1998 and the  unaudited
consolidated  balance sheet (and related  consolidated  statement of operations,
consolidated  statement of shareholders'  equity and  consolidated  statement of
cash  flows) as of  September  30,  1999  (such  statements,  collectively,  the
"Financial  Statements"),  included in the Commission Filings,  were prepared in
accordance with generally accepted accounting  principles ("GAAP") (as in effect
from time to time)  applied  on a  consistent  basis in all  material  respects,
(except as may be indicated  therein or in the notes or  schedules  thereto) and
fairly present, in all material respects, the consolidated financial position of
Echelon  and its  consolidated  subsidiaries  as of the  dates  thereof  and the
results of their operations and changes in cash flows for the periods then ended
(subject,  in the case of  unaudited  statements,  to the  absence  of notes and
normal year-end adjustments).

          (b) Part I of Schedule XXI sets forth the trial balance of the assets,
liabilities and  shareholders'  equity accounts of Echelon and its  consolidated
Subsidiaries as of September 30, 1999. Each such account  reflected on the trial
balance has been included in or allocated  between (x) Seller's  leveraged lease
portfolio  and (y) Seller's real estate  portfolio,  as agreed to by the parties
hereto.

          (c) Part II of  Schedule  XXI sets  forth the  condensed  consolidated
financial statements of Echelon and its consolidated  Subsidiaries as of and for
the three and nine month  periods  ended  September  30, 1999  together with the
report of KPMG LLP dated October 15, 1999.  The balance  sheet  included in such
condensed  consolidated financial statements was prepared from and is consistent
with the trial balance referred to in Section 3.17(b) hereof.

          3.18 Absence of Certain Changes. Except as previously disclosed in the
Commission  Filings, as set forth on Schedule XIX annexed hereto and made a part
hereof or as otherwise contemplated by this Agreement,  since September 30, 1999
(i) there has not been any Material  Adverse  Effect,  other than any change (x)
arising  out of changes in general  economic  conditions  or (y)  arising out of
economic changes which affect, in general, the markets in which Echelon operates
and (ii) the  businesses  of  Echelon  and each of its  subsidiaries  have  been
conducted only in the ordinary course.

          3.19  Liabilities.  Seller  has no  material  claims,  liabilities  or
indebtedness  outstanding  which would be required to be  reflected on a balance
sheet prepared in accordance  with GAAP except (i) as set forth in the Financial
Statements,  or  referred  to in the  footnotes  thereto,  (ii) as set  forth on
Schedule XXI, (iii) for liabilities incurred subsequent to September 30, 1999 in
the ordinary course of business or (iv) as otherwise disclosed in the Commission
Filings.

          3.20  Compliance  with  Laws.  Except as set  forth in the  Commission
Filings or as set forth on  Schedule XX annexed  hereto and made a part  hereof,
Seller is in compliance with all applicable laws, regulations, orders, judgments
and decrees (other than with respect to Taxes,  environmental matters,  employee
benefits  and  federal  securities  laws,  which  are the  subject  of  specific
representations contained in this Agreement).

          3.21 Year  2000.  There is not  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 Seller.
There is not reasonably  expected to be a Material  Adverse Effect caused by the
failure to be Year 2000  Compliant of any products or services of Seller sold or
licensed to customers  of Seller.  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.

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

          Section 4. Buyer's  Representations  and  Warranties.  Buyer makes the
following  representations and warranties to Seller,  which  representations and
warranties  shall not  survive  the Escrow  Closing  Date,  except for (x) those
representations  and  warranties  set forth in Sections  4.4, 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 Buyer.  Buyer is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the State of Delaware.  Buyer has all  requisite  limited  liability
company  power and  authority to own,  lease and operate its  properties  and to
carry  on its  business  as now  being  conducted.  Buyer is duly  qualified  or
licensed to do business in Delaware 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.  Buyer has the power and
authority  to execute and deliver  this  Agreement,  to perform its  obligations
hereunder and consummate the transactions  contemplated  hereby.  The execution,
delivery and performance of this Agreement by Buyer,  and the consummation by it
of the transactions contemplated hereby, have been duly authorized by the member
or manager of Buyer and no other limited liability company action on the part of
Buyer is necessary to authorize the execution,  delivery and performance of this
Agreement by Buyer and the consummation of the transactions contemplated hereby.
This  Agreement has been duly executed and delivered by Buyer and is a valid and
binding  obligation of Buyer  enforceable  against Buyer 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  Consents  and  Approvals;  No  Violations.  Assuming  any filings
required  under the HSR Act  applicable  to the sale of Assets to Buyer are made
and any applicable waiting period thereunder has been terminated or has expired,
the execution and delivery of this  Agreement by Buyer and the  consummation  by
Buyer  of the  transactions  contemplated  hereby  will  not:  (a)  violate  any
provision of the certificate of formation or operating  agreement of Buyer;  (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
Buyer 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 Buyer 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  Buyer 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.

          4.4  Condition of the Assets.  Buyer has  conducted  all due diligence
that Buyer deems  necessary or desirable  with respect to the Total Assets,  the
Assumed  Liabilities,  the Other  Assumed  Liabilities,  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 Seller specifically set forth in Section 3 hereof, Buyer will
rely solely upon such due  diligence in acquiring the Assets and in assuming the
Assumed  Liabilities.  Without  limiting the generality of the foregoing,  Buyer
acknowledges  that  Seller  makes and will make no  representation  or  warranty
concerning  environmental  conditions  heretofore,  now or hereafter existing on
properties adjoining or proximate to the Total Assets.  Notwithstanding anything
in this Agreement, it is expressly understood and agreed that Buyer is acquiring
the Assets "AS IS",  "WHERE IS" and "WITH ALL  FAULTS",  and that Seller 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 Total Assets,  or the absence of any Hazardous  Substances  on,
in, under or near the Total  Assets,  or any other matter or thing  affecting or
relating  to the Total  Assets,  the  Assumed  Liabilities,  the  Other  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. Seller
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 Total 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  Seller. As of the Agreement Date, Buyer is not aware
of any events, facts or circumstances  which,  individually or in the aggregate,
have or would have a Material Adverse Effect.

          4.5 Liens.  Buyer acknowledges that it is acquiring the Assets subject
to the matters  described  in Schedules  VI, VII and VIII and the Existing  Debt
described in Schedule II, and such other  matters as are  permitted  pursuant to
the terms of this Agreement.

          4.6 Purchase  for  Investment.  Buyer will  acquire the Joint  Venture
Interests  for its own  account  for  investment  and not with a view toward any
resale or distribution  thereof,  without prejudice,  however,  to the rights of
Buyer  at all  times  to sell or  otherwise  dispose  of all or any part of such
securities under an effective registration statement under the Securities Act of
1933, as amended,  or under an exemption from such registration  available under
the Securities Act of 1933, as amended.

          4.7 Sufficient  Funds.  Buyer has sufficient  funds available to it to
purchase the Assets  pursuant to this  Agreement and will not, prior to Closing,
incur third party debt to finance  any portion of the  Purchase  Price (it being
understood and acknowledged that concurrently with the execution and delivery of
this Agreement by the parties hereto, each of the Subscription Agreement and the
Heller Lease (in each case,  executed  copies of which have heretofore been made
available to Seller) shall have been  executed and  delivered by the  respective
parties thereto.)

          4.8 Title and Survey.  Prior to the Agreement Date, Buyer has reviewed
(i) the Title  Commitments  or other  reports  with  respect to the Real  Estate
Assets  described on Schedule XXIV and (ii) the Surveys with respect to the Real
Estate Assets described on Schedule XXV. Buyer hereby  acknowledges its approval
as of the Agreement  Date of the  condition of title to the Real Estate  Assets,
subject to Seller'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,  Buyer has inspected the
Total  Assets  and any  operating  files  maintained  by Seller or its  property
managers  in  connection  with  the  ownership,   leasing,   maintenance  and/or
management of the Total Assets, including, without limitation, the Leases, lease
files, operating agreements,  insurance policies, bills, invoices,  receipts and
other general  records  relating to the Total Assets,  correspondence,  surveys,
plans and  specifications,  warranties  for  services  and  materials  provided,
environmental  assessments  and similar  materials,  in each case,  as Buyer has
deemed  necessary in  connection  with making its  determination  to execute and
deliver  this  Agreement.  Buyer  hereby  indemnifies  Seller  and holds  Seller
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 Total  Assets by Buyer or its agents  other  than  injury or
damages resulting from Seller's gross negligence or willful misconduct, and such
indemnity shall survive Closing or any termination of this Agreement.

          4.10  No  Other   Representations   or  Warranties.   Except  for  the
representations  and  warranties  contained  in this  Section 4 and in Section 8
hereof,  neither  Buyer nor any other Person makes any other  express or implied
representation or warranty on behalf of Buyer 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, Seller 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 Pending
Transactions  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 Seller receives
any notice  from any County,  or any other  governmental  or  quasi-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,  Seller promptly will deliver a
copy of such  notice to Buyer;  and Buyer will have the option  (but will not be
required)  either to (a) participate with Seller 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 Buyer's interests in and with respect to any
of the Real Estate Assets.

          5.3  Ownership of Assets;  Proceeds of Asset Sales.  During the period
commencing  on the Agreement  Date and ending on the Closing Date,  Seller shall
not without the prior consent of Buyer (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  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 any or all of the  transactions
described in Schedule XV (collectively,  the "Pending Transactions");  provided,
that the Net Sale Proceeds from any sale,  transfer,  encumbrance or disposition
of Assets, in whole or in part, pursuant to any Pending Transaction  consummated
after the Agreement Date and prior to the Closing Date (collectively, the "Asset
Sales Proceeds") shall be promptly delivered by Seller 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 Seller and Buyer,  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.  Seller
agrees  that,  except  for  Pending  Transactions  (including  all  transactions
incident  thereto as set forth on  Schedule  XV, 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  Subscription
Agreement, the Tax Credit LP Interest Purchase Agreement or the Merger Agreement
or otherwise  consented to or approved by Buyer (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) 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  (including,   without  limitation,   documents
governing Seller's Joint Venture Interests,  but excluding  documents  governing
Seller's Tax Credit LP Interests);  (ii) authorize for issuance,  issue, sell or
deliver (or agree or commit to issue, sell or deliver),  whether pursuant to the
issuance or granting of options, warrants, commitments, subscriptions, rights to
purchase or otherwise, any shares of its capital stock (other than in connection
with (A) the exercise of certain  options  outstanding on the date hereof or (B)
the  exercise  of  subscription  rights set forth in the  Echelon  International
Corporation  1996 Employee  Stock Purchase Plan (as in effect on the date hereof
and as may be amended as contemplated by the Merger  Agreement));  (iii) sell or
pledge any stock owned by it in any of its  Subsidiaries  or any other entity in
which it has an equity  interest  (including  the  issuers of the Joint  Venture
Interests,  but  excluding the issuers of Tax Credit LP  Interests);  (iv) enter
into any  contract  or  commitment  with  respect to capital  expenditures;  (v)
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;  (vi) acquire a
material  amount of assets or  securities;  (vii) except to the extent  required
under  existing  Employee  Benefit  Plans  as in  effect  on the  date  of  this
Agreement,  (A)  increase  the  compensation  or fringe  benefits  of any of its
directors, officers or employees, (B) grant any severance or termination pay not
currently required to be paid under existing severance plans, (C) enter into any
employment, consulting or severance agreement or arrangement with any present or
former  director,  officer or other employee of Seller or (D) establish,  adopt,
enter  into or amend or  terminate  any  collective  bargaining,  bonus,  profit
sharing,  thrift,   compensation,   stock  option,  restricted  stock,  pension,
retirement, deferred compensation,  employment,  termination, severance or other
plan,  agreement,  trust,  fund,  policy or  arrangement  for the benefit of any
directors,  officers or employees; (viii) 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;  (ix) 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;  (x) except as required by
applicable  law or GAAP,  make any material  change in its method of accounting;
(xi) 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);  (xii) except pursuant to
any contract relating to any Pending  Transaction,  make any loans,  advances or
capital  contributions  to, or investment in, any other Person;  (xiii) declare,
set aside or pay any  dividends on, or make any other  distributions  in respect
of, any of its capital stock other than dividends and  distributions by a direct
or  indirect  subsidiary  of  Echelon to its  parent;  (xiv)  split,  combine or
reclassify  any of its capital  stock or issue or authorize  the issuance of any
other  securities in respect of, in lieu of or in substitution for shares of its
capital stock;  (xv) 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 Existing Debt; (xvi)
purchase,  redeem or otherwise  acquire any shares of capital stock of Seller or
any rights,  warrants or options to acquire any such shares or other securities;
or (xvii) agree, in writing or otherwise,  to take any of the foregoing actions;
and

          (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  associated  with the general
ledger  accounts  listed in Schedule XXIII annexed hereto and made a part hereof
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 Pending
Transactions,  the Required  Consents or as set forth on Schedule V or otherwise
consented  to or  approved  by Buyer  (which  consent or  approval  shall not be
unreasonably  withheld,  conditioned or delayed),  Seller 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 Existing 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 Seller 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 Seller
          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
          Existing 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 Existing Debt.

          (b) During the period  commencing on the Agreement  Date and ending on
the Closing Date,  Echelon will not,  without the prior consent of Buyer (not to
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
Buyer under this Agreement (it being expressly  understood and agreed that in no
event shall  Section  4.07 or Section  5.01 of the Merger  Agreement be amended,
modified  or  supplemented  (and in no event shall  Seller  grant any consent or
waiver with respect to any such Section) without the prior consent of Buyer (not
to be  unreasonably  withheld,  conditioned  or  delayed)).  The parties  hereto
acknowledge  that Buyer is a third party  beneficiary of the agreements  made by
Echelon  pursuant to Section 4.07 of the Merger  Agreement and that Seller shall
be  required  to  provide  Buyer  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 Seller and Buyer 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 Buyer or Seller from
time to time for the more effective transfer, assignment and conveyance to Buyer
of any of the Assets or the Assumed Liabilities,  including  without limitation,
obtaining the consent of third parties  (without  obligating  Buyer or Seller or
their respective  affiliates to spend money or assume  obligations in connection
therewith),  as, in the reasonable  opinion of Buyer or Seller,  as the case may
be, or their respective  counsel,  are necessary to transfer,  assign and convey
the Assets to Buyer,  the  assumption by Buyer 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 Buyer (irrespective of whether
such actions were at the request of Seller or Buyer).  In addition to and not in
limitation  of the  foregoing  provisions  of this  Section  5.6,  Buyer  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 Seller 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 Buyer 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,  if any,  delivered by
tenants  pursuant  to the  Leases  or the  leases  relating  to the  Residential
Properties.  The  provisions  of this  Section 5.6 shall  survive  Closing for a
period of one year from the Closing Date.

          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,  Seller agrees that it will
use its  commercially  reasonable  efforts  (without  obligating  Seller  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, Seller
will use  commercially  reasonable  efforts  (without  obligating  Seller or its
affiliates  to spend money or assume  obligations  in  connection  therewith) to
cooperate  with Buyer in any lawful  arrangement  designed to provide  Buyer the
benefits under any such documents.

          5.8 Use of Business  Names by Buyer.  From and after the Closing Date,
Seller acknowledges that Buyer has the absolute and exclusive  proprietary right
to the name "Echelon" as used in relation to the Assets or any name  confusingly
similar to the foregoing and to all trademarks,  trade names,  logos and signage
incorporating  "Echelon" or any name confusingly  similar to the foregoing.  All
rights of Seller and its respective  affiliates in and to any trademarks,  trade
names,  logos,  tag lines and signage  incorporating  "Echelon" and the goodwill
represented  thereby and pertaining thereto have been assigned to Buyer pursuant
to this Agreement.  Accordingly,  Seller agrees that it will not, and will cause
its  affiliates  not to,  use (i) the name  "Echelon"  or any  name  confusingly
similar  to  the  foregoing  or  any  trademark,  logo,  tag  lines  or  signage
incorporating  the  name  "Echelon"  or  any  name  confusingly  similar  to the
foregoing  and  (ii) the  Intellectual  Property  in any  manner,  including  in
connection with the sale of any products or services or otherwise in the conduct
of its business.  Notwithstanding the foregoing,  for a period of 180 days after
the Closing Date,  Seller shall have the right to use the word  "Echelon" as its
trade name, but only for the purposes of identifying  itself as the  appropriate
business  entity in dealing with third Persons (i) to facilitate the sale of the
Assets to Buyer and the transfer of the Other Assets to the Other Buyer and (ii)
in connection  with the management of, and any sale to any third party purchaser
of, Seller's interest in the assets subject to the Excepted Leases,  and not for
any  other  purpose,  including,  without  limitation,  use  of  "Echelon"  as a
trademark for the purpose of marketing or promoting any product or service.

          5.9 Bringdown of Seller's Representations. On the Escrow Closing Date,
Seller shall deliver to Buyer 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 Seller 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.  Seller'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  Seller  of  any  of  Seller's
representations and warranties,  Buyer'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  Buyer's  sole  remedies  in  connection  therewith  shall be those
expressly  set forth in Section  9.2  hereof)  and Seller  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  Seller's  representations  and
warranties). If, and only if, all of the changes in Seller's representations and
warranties  set forth in such  Bringdown  Certificate  (other  than any  changes
related to Pending Transactions),  taken in the aggregate, would have a Material
Adverse  Effect,  then Buyer  shall  have the right by written  notice to Seller
actually  received  by Seller  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 Seller 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,  Seller shall,  on each such new
Escrow Closing Date, deliver to Buyer a new Bringdown Certificate  certifying as
to the matters set forth above in this Section 5.9 as of such new Escrow Closing
Date.

          5.10 Cooperation  Regarding  Taxes.  After the Closing Date, Buyer and
Seller 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 Buyer,  Seller 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.  Buyer and Seller shall also
make  available  to  each  other,  as  reasonably  requested  and on a  mutually
convenient basis, personnel (including officers, directors, employees and agents
of Buyer or Seller 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 5.10
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.
Buyer and Seller 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).  The  provisions of this Section 5.10
shall survive Closing for a period of one year after the Closing Date.

          5.11 Insurance. (a) For six years from the Closing Date, Echelon shall
maintain  in  effect  Echelon's  current  directors'  and  officers'   liability
insurance  covering  those  Persons  who are  covered on the  Agreement  Date by
Echelon's  directors' and officers'  liability insurance policy (a copy of which
has been heretofore delivered to Buyer); provided that Seller may substitute for
such  policies,  policies with at least the same coverage  containing  terms and
conditions which are no less  advantageous  and provided that said  substitution
does not  result in any gaps or lapses  in  coverage  with  respect  to  matters
occurring prior to the Closing Date; provided,  further,  that in no event shall
Seller be  required  to expend  pursuant to this  Section  5.11(a)  more than an
amount per year equal to 200% of the current annual  premiums paid by Seller for
such  insurance  (it being  understood  and agreed  that if the annual  premiums
exceed  such  amount,  Seller  shall be  required  to  obtain a policy  with the
greatest  coverage  available  for  a  cost  not  exceeding  such  amount).  The
provisions of this Section  5.11(a)  shall  survive  Closing for a period of six
years after the Closing Date.

          (b) During the period  commencing on the Agreement  Date and ending on
the Closing Date,  Seller will maintain the insurance  policies  relating to the
Real  Estate  Assets  set forth on  Schedule  XXII;  provided,  that  Seller 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 Seller,  unless,  in each case,  Buyer shall
have requested in writing that Seller not discontinue or reduce, as the case may
be, such insurance and shall have paid to Seller in immediately  available funds
all costs (including,  without limitation,  all premiums) and expenses of Seller
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, Buyer shall not be
entitled to any refund or reimbursement of any amounts  previously paid by it to
Seller as contemplated above).

          5.12  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 Buyer and Seller 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 Seller as
are  necessary  for  consummation  of  the  transactions  contemplated  by  this
Agreement.

          5.13  Access to  Information  Concerning  Assets.  During  the  period
commencing on the Agreement  Date and ending on the Closing Date,  Seller shall,
upon reasonable notice, afford Buyer and its counsel,  accountants,  consultants
and other authorized  representatives,  reasonable access (subject to the rights
of  tenants  under  the  Leases  and  the  leases  relating  to the  Residential
Properties) during normal business hours to the employees, properties, books and
records  of Seller in order  that  Buyer may have the  opportunity  to make such
investigations  as it shall desire of the Assets.  Seller shall furnish promptly
to Buyer (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 Seller's  possession
concerning  the Assets as Buyer may reasonably  request.  Seller 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 Buyer
shall from time to time reasonably request in relation to the Assets.

          5.14 Notification of Certain Matters.  During the period commencing on
the  Agreement  Date and ending on the Closing  Date,  Seller  shall give prompt
notice  to  Buyer,  and  Buyer  shall  give  prompt  notice  to  Seller,  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 Seller and Buyer 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.

          5.15 HSR Act. Buyer and Seller 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.

          5.16 Access to Information  Pursuant to Distribution  Agreement.  From
and after the  Closing  Date,  Buyer shall  afford to Seller and its  authorized
accountants,  counsel and other  designated  representatives  reasonable  access
during normal  business  hours to the personnel,  properties,  books and records
received by Buyer or its subsidiaries  from Seller at time of Closing insofar as
same relates to the Total Assets and is reasonably required by Seller or Florida
Progress  in  connection  with  the  satisfaction  by  either  of them of  their
respective obligations under the Distribution Agreement.

          5.17 Witness Services Under Distribution  Agreement. At all times from
and after the Closing Date, Buyer shall use its commercially  reasonable efforts
to make  available  to Seller,  upon  reasonable  written  request,  its and its
subsidiaries'  officers,  directors,  employees  and agents as  witnesses to the
extent that such Persons may be required in connection  with the  prosecution or
defense  of  any  actual  or  threatened  action,  suit,  arbitration,  inquiry,
proceeding or  investigation  by or before any court,  any governmental or other
regulatory or  administrative  agency,  body or  commission  or any  arbitration
tribunal  insofar as such action,  suit,  arbitration,  inquiry,  proceeding  or
investigation  relates to the Total Assets and is reasonably  required by Seller
or Florida  Progress in connection  with the  satisfaction  by either of them of
their respective  obligations under the Distribution  Agreement.  Buyer shall be
entitled to receive from Seller,  upon the  presentation  of invoices  therefor,
payments for such amounts,  relating to  disbursements  and other  out-of-pocket
expenses (which shall be deemed to exclude the costs of salaries and benefits of
employees who are  witnesses),  as may be reasonably  incurred in providing such
witness services.

          5.18  Retention of Records.  Except as otherwise  agreed between Buyer
and Seller in writing,  Buyer shall, and shall cause its subsidiaries to, retain
all  information  relating  directly  and  primarily to the Total Assets that is
delivered to or obtained by Buyer  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 Buyer 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) Buyer shall  provide no less than 30 days' prior written
notice to Seller specifying the information proposed to be destroyed or disposed
of and (2) if, prior to the  scheduled  date for such  destruction  or disposal,
Seller requests in writing that any of the information  proposed to be destroyed
or  disposed  of be  delivered  to Seller,  Buyer  promptly  shall  deliver  the
requested  information to a location  specified by Seller, at Seller's sole cost
and expense.

          Section 6. Conditions Precedent to Closing.

          6.1 Buyer Conditions. The obligation of Buyer 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
Buyer:

          (a) Officer's  Certificate.  Echelon  shall have  delivered to Buyer 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,  Seller has performed in all material  respects each of
its  obligations  and complied in all material  respects with each agreement and
covenant of Seller 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 5.9 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) Transfer of Other Assets.  The transfer of the Other Assets to the
Other Buyer as  contemplated by the  Subscription  Agreement in exchange for the
consideration  provided  therein 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 Other  Assets.  The leasing of the Other  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 Buyer 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, 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  Seller  Conditions.   The  obligation  of  Seller  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 Seller:

          (a)  Officer's  Certificate.  Buyer shall have  delivered  to Seller a
certificate of the President or any Vice President of Buyer  certifying that, as
of the Escrow Closing Date, Buyer has performed in all material respects each of
its  obligations  and complied in all material  respects with each agreement and
covenant of Buyer 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 of the Purchase
Price)  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) Transfer of Other Assets.  The transfer of the Other Assets to the
Other Buyer as  contemplated by the  Subscription  Agreement in exchange for the
consideration  provided  therein 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 Other  Assets.  The leasing of the Other  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 Buyer 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, 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  offices 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
purchase  and  sale  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  Seller),  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 Seller.  Each of Buyer and Seller  shall be
responsible  for  its due  diligence  costs  and  expenses  (including,  without
limitation,  the payment of the fees and  disbursements  of its  attorneys)  and
Seller shall make any required payments to the Broker in accordance with Section
8 hereof.

          7.3 Notification of Escrow Closing Date. Seller shall deliver to Buyer
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 Seller to Buyer 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 Buyer,  return the Escrowed Items to the party which had previously
deposited  same with  Escrow  Agent,  whereupon  Seller  shall have the right to
deliver a new Escrow Date  Notification  Certificate to Buyer upon the terms set
forth above specifying a new Escrow Closing Date. Seller 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 Seller to the extent applicable (other
than  those  agreements,   documents  and  instruments   described  in  Sections
7.4(b)(vi),  (b)(viii),  (b)(ix),  (c)(i), and (d)(i) hereof, all of which shall
have been made  available to Buyer during normal  business  hours at one or more
locations  previously  identified to Buyer (which location shall, in the case of
the  agreements,  documents and  instruments  described in Sections  7.4(b)(vi),
(c)(i) 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 Buyer  in  relation  to the Real  Estate  Assets,  substantially  in the form
annexed hereto as Exhibit C; (iv) third-party consents sought in connection with
the  consummation of the purchase and sale of the Real Estate Assets but only to
the extent  actually  obtained  by Seller  (it being  expressly  understood  and
agreed,  for avoidance of doubt, that so long as Seller 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);  (v)  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  Commercial  Property 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  Seller does not warrant or  guarantee  any of the  information
contained in tenant estoppel  certificates);  (vi) 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
Seller's possession or in the possession of the current property manager for any
of the Real Estate Assets; provided, however, that Buyer will make all originals
available to Seller after Closing to the extent required by Seller in connection
with accounting,  taxation,  litigation or other proceedings  involving Seller's
prior  ownership  of the any of the Real  Estate  Assets;  (vii)  notices to the
tenants renting space at the Real Estate Assets confirming that such Real Estate
Assets  have been  acquired  by Buyer,  in such form as Seller  and Buyer  shall
agree;  (viii)  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 Seller or Seller's  current
property  manager;   (ix)  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 Seller's possession;  (x) a Title Affidavit in the form annexed
hereto as Exhibit I; (xi) a Gap Indemnity in the form annexed  hereto as Exhibit
J if required by the title insurance  company;  (xii) a FIRPTA  Affidavit in the
form annexed hereto as Exhibit K; (xiii) such documents or other evidence as may
be  required  to  satisfy  all  requirements  raised in the  Title  Commitments;
provided,  however,  Seller shall not be required to satisfy requirements raised
in the Title  Commitments  relating to Real Estate  Taxes,  Existing Debt (other
than the delivery of the  Required  Consents  relating to any  Existing  Debt in
accordance with the terms of this  Agreement),  Other Existing 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 Buyer is
taking  subject to pursuant to the terms of this  Agreement;  and (xiv) 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 Joint  Venture  Interests:  (i)  originals (or
copies, if originals are unavailable) of all articles of incorporation, by-laws,
limited  liability  company  agreements,  limited  liability  company  operating
agreements,  partnership agreements, venture agreements and other organizational
documents  relating to the joint  ventures to which the Joint Venture  Interests
relate and (ii) all documents and instruments  required  effectively to transfer
such Joint Venture Interests to Buyer, including,  without limitation,  consents
from  co-venturers  sought  pursuant to the terms of the relevant  joint venture
documentation, as more particularly identified on Schedule V (it being expressly
understood and agreed, for avoidance of doubt, that so long as Seller 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 Existing  Debt:  (i) originals (or copies,  if
originals  are  unavailable)  of all documents and  instruments  evidencing  and
securing the Existing Debt and (ii) all documents  and  instruments  required to
effect the assignment and assumption of the borrower's  interest in the Existing
Debt from Seller to Buyer, including without limitation, if applicable, consents
sought from the holders of the Existing Debt, as more particularly identified on
Schedule V (it being  expressly  understood and agreed,  for avoidance of doubt,
that so long as Seller  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) with  respect  to the  Employee  Loans:  (i) the  promissory  note
relating to each such  Employee  Loan,  duly  endorsed,  or attaching an allonge
executed by Seller in favor of Buyer, in either case without recourse to Seller;
(ii) original,  executed  counterparts  of all other  documents and  instruments
relating to such Employee Loan; and (iii) any consents  sought from the obligors
of such  Employee  Loans,  if  applicable,  as more  particularly  identified on
Schedule V (it being  expressly  understood and agreed,  for avoidance of doubt,
that so long as Seller  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);

          (f)  with  respect  to  the  transfer  of any  Intellectual  Property,
including  trademarks,  an assignment and assumption agreement  substantially in
the form annexed hereto as Exhibit F;

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

          (h) 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  Excess  Cash  Amount,  (ii) the  Commercial  Property  Security
Deposit  Amount,  (iii)  the  Executive  Loans  Repayment  Amount  and  (iv) the
Pre-Approved Expenditures; and

          (i) 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)  Seller  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)  Seller  shall not be
required to provide any  representations  or warranties which survive the Escrow
Closing  Date and (iii) so long as Seller 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  Buyer  Documents  and/or  Deliveries.  On or prior to the  Escrow
Closing  Date,  Buyer  will  deliver  (subject  only to  receipt by Buyer of the
relevant  Bringdown  Certificate and Escrow Date  Notification  Certificate) the
following to Escrow Agent, which shall have been executed by Buyer to the extent
applicable:

          (a) the  balance of the  Purchase  Price  payable in  accordance  with
Section 2.2(b) hereof;

          (b) certified copies of resolutions of Buyer 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)(ii), (d)(ii) and (f) 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)  Seller  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)  Seller  shall not be
required to provide any  representations  or warranties which survive the Escrow
Closing  Date and (iii) so long as Seller 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; and

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

          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,  Seller and Buyer 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, Buyer and Seller shall execute and deliver to Escrow Agent a joint
direction  letter  in the form  annexed  hereto as  Exhibit  L,  which  shall be
irrevocable,  (a) listing with  specificity  all items delivered by Buyer and/or
Seller pursuant to Sections 7.4 and 7.5 hereof (including,  without  limitation,
(x) the  balance of the  Purchase  Price and (y) the  aggregate  amount of Asset
Sales  Proceeds)  (all  such  items,  together  with the  Deposit,  collectively
referred to herein as the "Escrowed  Items") and (b) setting  forth  irrevocable
instructions from Buyer and Seller 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 (A) the Purchase  Price shall be  delivered  to the  Surviving
Corporation  (as  defined in the  Merger  Agreement)  or to such  account as the
Surviving  Corporation may designate and (B) the aggregate amount of Asset Sales
Proceeds  shall be  delivered  to Buyer) 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 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
instructions set forth in Section 7.7 of this Agreement, Buyer shall execute and
deliver (a) to Escrow  Agent,  together  with Other Buyer,  a joint  instruction
letter in the form annexed hereto as Exhibit M 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  contained in Sections  4.1, 4.2 and
4.3(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
Seller 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  Seller  to Buyer,  or any  other  matter  associated  with this
Agreement.  Seller 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 Buyer and  Seller at any time  prior to the
Tender Offer Expiration Date;

          (b) by either  Buyer or Seller 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  Buyer or  Seller,  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  Buyer or Seller 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  Buyer or Seller at any time prior to the  Tender  Offer
Expiration Date, if any of the Subscription  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 Buyer on or at any time  prior to the  Escrow  Closing,  in the
event (i) that Buyer  exercises its right of  termination as provided in Section
5.9 or (ii) in the event of (A) a breach by  Seller of its  representations  and
warranties  set forth  herein  (other than  arising out of or related to Pending
Transactions)  which,  taken in the  aggregate,  would have a  Material  Adverse
Effect or (B) a breach by Seller 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
Seller and (y) two Business Days prior to the Tender Offer  Expiration  Date and
(2) has not been waived by Buyer; or

          (g) by Seller on or at any time  prior to the Escrow  Closing,  in the
event  of a  breach  by  Buyer  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 Buyer, and (ii) two Business Days prior to the Tender Offer Expiration
Date and (B) has not been  waived by  Seller,  except,  in any case  where  such
failures are not reasonably  likely to affect  adversely the ability of Buyer 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 Buyer or Seller, 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
Section 9.1(a),  (b), (c), (d), (e) or (f) above,  the Deposit shall be returned
to Buyer.

          (ii) In the  event of a  termination  of this  Agreement  pursuant  to
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 Section  5.01(f),  (g) or (k) of the Merger  Agreement,  Seller
shall pay to Buyer a sum of $3,500,000.

          (iii) 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 Section  5.01(e),  (f), (g), (j) or (k) of the Merger Agreement
or (y) Section  9.1(f)  above,  Buyer  shall be entitled to receive  from Seller
reimbursement  for its reasonable  out-of-pocket  costs and expenses incurred in
connection with the transactions contemplated by this Agreement in the sum of up
to $1,000,000 (subject to providing  reasonable  documentation of such costs and
expenses);  provided,  that,  notwithstanding the foregoing, in the event of the
termination of the Merger  Agreement  pursuant to Section  5.01(j) of the Merger
Agreement  as a result  of the  termination  of the  Subscription  Agreement  by
Echelon  pursuant  to Section  9.1(g)  thereof,  Buyer  shall not be entitled to
receive  from Seller  reimbursement  for its  out-of-pocket  costs and  expenses
incurred in connection with the transactions contemplated by this Agreement.

          (iv) In the  event of a  termination  of this  Agreement  pursuant  to
Section 9.1(d) above following the termination of the Merger Agreement  pursuant
to Section  5.01(h) or (i) of the Merger  Agreement,  Buyer shall be entitled to
receive 50% of any  recovery of damages (as  determined  by a court of competent
jurisdiction  in a  final  and  non-appealable  decision)  or  proceeds  of  any
settlement  of a claim or any  other  amounts,  in each  case  that  Seller  may
actually  receive in connection with any proceeding by Seller against Parent for
damages  arising out of the  matters set forth in Section  5.01(h) or (i) of the
Merger  Agreement;  provided  that,  in no event  (A)  shall  Buyer be  entitled
pursuant to this Section  9.2(b)(iv)  to receive from Seller an amount in excess
of  $3,500,000  and (B) shall  Seller be  obligated  to  commence  or pursue any
proceeding  against  Parent or any other Person for recovery of damages or other
amounts  arising out of the  matters set forth in Section  5.01(h) or (i) of the
Merger Agreement and in the event that Seller shall elect in its sole discretion
to commence and pursue any such  proceeding  against Parent or any other Person,
Buyer shall not be entitled to participate in any manner  whatsoever in any such
proceeding  nor shall Seller be obligated to  cooperate,  coordinate  or consult
with Buyer in any manner whatsoever (including, without limitation, with respect
to any settlement or other compromise of any claims).

          (v) In the  event  of a  termination  of this  Agreement  pursuant  to
Section  9.1(f)  above,  Buyer may proceed  against  Seller for  recovery of its
actual  damages (as determined by a court of competent  jurisdiction  in a final
and  non-appealable  decision);  provided  that,  in no event (A) shall any such
actual  damages (i) exceed an amount  equal to  $3,500,000  or (ii)  include any
out-of-pocket  costs  and  expenses  incurred  by Buyer in  connection  with the
transactions  contemplated  by this Agreement and (B) shall Seller be liable for
loss of profits,  or indirect,  consequential or special damages arising out of,
or in connection with the transactions contemplated by, this Agreement.

          (vi) In the  event of a  termination  of this  Agreement  pursuant  to
Section  9.1(g),  Seller's  sole  remedy  will be to  receive a sum equal to the
Deposit as agreed and  liquidated  damages,  it being  agreed that in such event
Seller's actual damages would be incapable of precise ascertainment.

          (vii) Except as expressly set forth above in this Section 9.2, neither
Buyer  nor  Seller  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 Seller or Buyer,  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), Buyer may
by  written  notice to Seller  actually  received  by Seller  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  Buyer's receipt of written
notice of such damage or  destruction  (such receipt of written notice by Seller
to be promptly thereafter acknowledged), terminate this Agreement, whereupon the
Deposit will be returned to Buyer and thereafter 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,
Buyer  shall  proceed  to  Closing  with  no  reduction  in the  Purchase  Price
notwithstanding  any damage or  destruction  occurring  with respect to the Real
Estate  Assets,  and Seller will deliver  and/or  assign to Buyer on the Closing
Date any insurance  proceeds with respect to such damage or  destruction  to the
extent  Seller is  entitled  to same;  provided  that  Buyer  shall be  afforded
reasonable  opportunity by Seller 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 Seller without the approval of Buyer
(not to be unreasonably withheld,  conditioned or delayed).  Seller shall notify
Buyer of any damage to or destruction  of the Real Estate Assets  promptly after
Seller 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),  Buyer may by written  notice to
Seller  actually  received  by Seller 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  Buyer's  receipt of written  notice of such damage or
destruction (such receipt of written notice by Seller to be promptly  thereafter
acknowledged),  terminate this Agreement, whereupon the Deposit will be returned
to Buyer and  thereafter  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, Buyer shall proceed to
Closing with no reduction in the Purchase  Price  notwithstanding  any taking or
condemnation  occurring with respect to the Real Estate Assets,  and Seller will
deliver  and/or  assign to Buyer on the Closing  Date any award with  respect to
such taking or condemnation  to the extent Seller is entitled to same;  provided
that Buyer shall be afforded reasonable  opportunity by Seller 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
Seller  without  the  approval  of  Buyer  (not  to  be  unreasonably  withheld,
conditioned  or delayed).  Seller  shall  notify Buyer of any eminent  domain or
condemnation  proceeding  in respect of the Real Estate  Assets  promptly  after
Seller learns of the same.

          10.3  Indemnity.  Subject to Section  11, each of Buyer and Seller (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 Seller (a  "Claim"),  made,  or arising out of (x) in the case of Buyer
(as Indemnitor), the Assumed Liabilities or the Other Assumed Liabilities or any
failure  by Buyer or Other  Buyer,  as the case may be,  for any  reason to pay,
perform and discharge any Assumed Liabilities or Other Assumed  Liabilities,  as
the case may be,  or (y) in the case of Seller  (as  Indemnitor),  the  Excluded
Liabilities or any failure by Seller 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. Employees and Employee Benefits Matters.

          11.1 Transfer of Employees.  Within a reasonable  period of time prior
to the Closing Date, Buyer shall offer employment,  commencing as of the Closing
Date,  to all of the  employees of Echelon and its  subsidiaries  as of the date
hereof (and still  employed by Echelon  and/or its  subsidiaries  on the date of
such offer of  employment)  on such terms and conditions as Buyer may determine;
provided, however, that with respect to any such employee currently on long-term
disability  or other  approved  leave of absence,  such offer shall be effective
upon such  employee's  resumption of active  employment.  Each such employee who
accepts such offer of employment is referred to  hereinafter  as a  "Transferred
Employee",  and all such employees collectively as the "Transferred  Employees".
Notwithstanding  the foregoing,  following the Closing Date, Buyer may terminate
the employment of any Transferred  Employee  (subject to the payment by Buyer of
any severance  benefits payable to such Transferred  Employee in connection with
such  termination  under a plan  substantially  in accordance with the terms set
forth in Exhibit G annexed hereto).

          11.2  Assumption  of  Liabilities.  (a)(1)  From and after the Closing
Date, Buyer shall assume, and shall honor, pay, perform and satisfy when due any
and all liabilities, obligations and responsibilities to, or in respect of, each
Transferred  Employee,  and each former  employee and officer of Echelon and its
subsidiaries,  arising under the terms of, or in connection  with,  any Employee
Benefit  Plan,  in each case,  in  accordance  with the terms  thereof in effect
immediately  prior to the date hereof,  with respect to events or claims arising
at any  time;  provided,  that  nothing  contained  herein  shall  constitute  a
commitment  or  obligation  on the part of Buyer to continue  any such  Employee
Benefit  Plan after the Closing Date except that Buyer shall  provide,  or shall
cause to be provided,  effective commencing on the Closing Date, coverage to all
current and former  employees  of Echelon and its  subsidiaries  (including  any
employees  who do not accept the offer of  employment  described in Section 11.1
hereof), and their spouses and dependents,  under a group health plan which does
not contain any waiting  period or exclusion or  limitation  with respect to any
pre-existing  conditions,  and Buyer shall be solely  responsible for compliance
with the  requirements  of Section 4980B of the Code and part 6 of subtitle B of
Title I of ERISA  ("COBRA"),  including,  without  limitation,  the provision of
continuation  coverage,  with respect to all such current and former  employees,
spouses and dependents,  for whom a qualifying event occurs before,  on or after
the Closing  Date.  The terms  "group  health  plan",  "continuation  coverage",
"qualifying  event"  and  "qualified  beneficiary"  are  used  in  this  Section
11.2(a)(1) with the respective meanings ascribed thereto in COBRA.

                    (2) On the Closing Date,  Buyer shall assume  sponsorship of
the Echelon International  Corporation Savings Plan (the "Savings Plan") and the
related  trust,  and the  liabilities  thereunder,  with  respect to all persons
entitled to benefits under the provisions of the Savings Plan, and Echelon shall
cause all right, title, interest, authorities,  obligations, duties, liabilities
and assets of Echelon and its subsidiaries in, to and under the Savings Plan and
the related  trust to be  transferred  to and assumed by Buyer and any successor
trustee,  respectively,  in  accordance  with  applicable  law. At Closing,  the
parties  shall  execute and deliver such  documents  and  instruments  as may be
required to effect such assumption and transfer and to ensure that all assets of
the Savings Plan, as the same exist immediately prior to the Closing Date, shall
be  transferred  with the Savings  Plan to the extent  provided in this  Section
11(a)(2).  Effective upon Closing,  Buyer will be substituted for Echelon as the
plan sponsor under the Savings Plan. For a period of at least twelve (12) months
following the Closing Date,  Buyer  covenants and agrees to maintain the Savings
Plan in  accordance  with the terms of the Savings Plan as in effect on the date
hereof, except to the extent that Buyer is required to amend the Savings Plan to
comply with applicable law.

                    (3)  Buyer  shall  be  solely   responsible  for  and  shall
indemnify and hold Echelon and its subsidiaries harmless from any obligations or
Losses  relating to claims made by any of the  Transferred  Employees  for their
compensation,  severance  or  termination  pay,  benefits  or  notice  under any
applicable  Federal,  state or local law or under any plan, policy,  practice or
agreement,  in each case,  that  accrues  after the Closing Date and arises as a
result of their  employment  or  separation  from  employment  with Buyer or its
subsidiaries after the Closing Date.

          (b)  Subject  to  Section  11.2(a)  hereof,  Echelon  shall be  solely
responsible for and shall indemnify and hold Buyer harmless from any obligations
or Losses  relating to claims made by any current or former  employee of Echelon
and its subsidiaries,  including, without limitation, the Transferred Employees,
for their  compensation,  severance or termination pay, benefits or notice under
any applicable Federal,  state or local law or under any plan, policy,  practice
or agreement,  in each case, that accrue through the Closing Date as a result of
their employment or separation from employment with Echelon or its subsidiaries.
On or  prior  to  the  Closing  Date,  Echelon  shall  satisfy  all  obligations
(including  payments  due as a result  of a change  of  control  of  Echelon  or
otherwise) then due and payable under any employment  agreement  entered into by
Echelon  or  any  of  its  subsidiaries  (including  the  employment  agreements
described  on Schedule  XIII) and shall  deliver to Buyer  copies of any and all
employee  estoppel letters  delivered in connection  therewith.

          (c)  Accrued  but  unpaid  vacation,  sick or other paid time off with
respect to all employees of Echelon and its subsidiaries as of the Closing Date,
including,  without limitation, the Transferred Employees,  shall, to the extent
permitted by applicable law, be assumed by Buyer and paid by Buyer in accordance
with the terms of the  applicable  policies  and  procedures  of Echelon and its
subsidiaries in effect on the date hereof.

          (d) In the event of any "plant  closing" or "mass layoff" by Buyer, as
defined by the Federal Worker Adjustment Retraining  Notification Act, 29 U.S.C.
ss. 2101 et seq. ("WARN"), or any state law equivalent,  which shall occur after
the Closing Date,  Buyer shall comply with all of the  requirements  of WARN and
any  applicable  state  law  equivalent  and  shall  indemnify  Echelon  and its
subsidiaries   from  and  against  any  Losses   incurred  by  Echelon  and  its
subsidiaries  as the result of any action  against Buyer or Echelon  (and/or its
subsidiaries) under WARN.

          11.3  Participation  and Crediting of Service Under Employee Plans and
Practices.  Following  Closing,  (a)  Buyer  shall  waive any  waiting  periods,
exclusions,   or  pre-existing  condition  limitations  that  may  otherwise  be
applicable to Transferred Employees,  and their spouses and eligible dependents,
under any  benefit  plans of Buyer,  and (ii) Buyer  shall  honor or cause to be
honored  all  premiums,  co-payments  and  deductibles  paid by the  Transferred
Employees,  and their spouses and eligible  dependents,  during the plan year in
which Closing occurs under the employee  welfare benefit plans and  arrangements
of  Echelon  and  its  subsidiaries  up to (and  including)  the  Closing  Date.
Following  Closing,  each  employee  benefit  plan or  arrangement  and employee
compensation  policy or  practice  sponsored  by Buyer or its  affiliates  shall
credit,  for all purposes (except for benefit accruals under any defined benefit
pension plans),  all service of the Transferred  Employees,  and other employees
and officers of Echelon and its subsidiaries,  with Echelon and its subsidiaries
(and their  respective  predecessors)  to the same extent such service was taken
into  consideration  under comparable  employee benefit plans of Echelon and its
subsidiaries.

          Section 12. Miscellaneous.

          12.1  Litigation.  In the event of any  litigation  between Seller and
Buyer  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.  Seller and Buyer 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 Purchase Price  (including  the Deposit),  the Asset
Sales Proceeds 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) Seller and Buyer 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  Seller  and  Buyer,   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 Purchase
          Price (including the Deposit) or any Asset Sales Proceeds (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  Purchase  Price  (including  the Deposit) or the
          Asset Sales  Proceeds,  in each case except as set forth in succeeding
          subsection  (d),  Escrow Agent will not  disburse  the Purchase  Price
          (including the Deposit) or Asset Sales  Proceeds,  as the case may be,
          and will file an action in interpleader  to resolve such  disagreement
          or inconsistency, as the case may be. Escrow Agent will be indemnified
          (by Seller or Buyer,  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 Buyer or
          Seller 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 Buyer and Seller 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 (x) the  Purchase  Price to Seller or to such  account as
          Seller may designate and (y) the Asset Sales Proceeds to Buyer) as set
          forth in the joint direction  letter  described in Section 7.7 hereof,
          (iii)  immediately  following receipt of written notice from Seller or
          Buyer 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 Buyer 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 deposited 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
          Seller and Buyer,  and if a successor escrow agent is not appointed by
          Buyer and Seller 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 Seller, 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 Buyer, to it at:

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

                  Attention:  Gary D. Engle

                  with a copy to:

                  Steel Hector & Davis LLP
                  200 South Biscayne Boulevard
                  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.  Buyer 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 Buyer 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  (without  limiting the foregoing,  it is
understood  and  agreed  that  Buyer may  designate  Echelon  Commercial  LLC, a
Delaware limited  liability  company and an affiliate of Buyer, to acquire title
to the 7th  Avenue  Property),  in each  case  so  long  as (x)  such  transfer,
assignment or assumption does not impose any incremental  burden on Seller under
this  Agreement  or  delay  (or  otherwise   impede)  the  consummation  of  the
transactions  contemplated  by this  Agreement and (y) Buyer  remains  liable to
Seller  for  all  of its  obligations  hereunder  with  respect  to the  Assumed
Liabilities  and the Other 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)  Seller  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 Buyer and/or the Assets and
(y)  Buyer  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 Seller pursuant to or in connection with this Agreement or
any confidentiality agreement executed by Buyer 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 Joint Venture Interests, the Employee Loans and the Existing
Debt).  Each of Seller  and Buyer  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 Seller and Buyer 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 Seller and
Buyer may disclose any such non-public information as may be required by law. If
the  purchase  and sale of the  Assets  contemplated  by this  Agreement  is not
completed for any reason, Buyer will, upon request of Seller, promptly return to
Seller all  instruments  and  materials or copies of  instruments  and materials
delivered  pursuant hereto and obtained by Buyer. 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 Seller 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.  Buyer and Seller 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,
Seller, on the one hand, and Buyer, 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 TO, 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 Seller's  obligations  under the Merger  Agreement,  Seller will give
Buyer and its counsel the  opportunity  to review and comment  upon the Schedule
TO, 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  Buyer 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 Seller set forth in Section 3.7 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 Seller 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  Seller,  on the one hand,  and  Buyer,  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 Buyer,  Sections  4.4,  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 Seller nor Buyer
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 Seller of any of its  representations  and  warranties,  Buyer'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 Buyer's  sole  remedies in
connection  therewith  shall be those expressly set forth in Section 9.2 hereof)
and Seller 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  Buyer of the
agreements,  instruments  and other  documents  contemplated  in this  Agreement
conveying  title to, or assigning  Seller'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 Seller 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.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


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

                                        SELLER:

WITNESSED BY:                           ECHELON INTERNATIONAL CORPORATION,
                                          a Florida corporation

__________________
Name:_____________                      By:______________________________
                                        Name:____________________________
__________________                      Title:___________________________
Name:_____________                      Date:  January ____, 2000


                                        ECHELON DOWNTOWN I, INC.,
                                          a Florida corporation


                                        By:______________________________
                                        Name:____________________________
                                        Title:___________________________
                                        Date:  January ____, 2000


                                        ECHELON RESIDENTIAL INVESTMENTS, INC.,
                                          a Florida corporation


                                        By:______________________________
                                        Name:____________________________
                                        Title:___________________________
                                        Date:  January ____, 2000


                                        ECHELON RESIDENTIAL SERVICES, INC.,
                                          a Florida corporation


                                        By:______________________________
                                        Name:____________________________
                                        Title:___________________________
                                        Date:  January ____, 2000


                                        ECHELON GENERAL PARTNER, INC.,
                                          a Florida corporation


                                        By:______________________________
                                        Name:____________________________
                                        Title:___________________________
                                        Date:  January ____, 2000


WITNESSED BY:                           ECHELON AT BRIARGATE, INC.,
                                          a Florida corporation

___________________
Name:______________                     By:______________________________
                                        Name:____________________________
___________________                     Title:___________________________
Name:______________                     Date:  January ____, 2000


<PAGE>


WITNESSED BY:                           ECHELON AT TWENTY MILE VILLAGE, INC.,
                                          a Florida corporation

___________________
Name:______________                     By:______________________________
                                        Name:____________________________
___________________                     Title:___________________________
Name:______________                     Date:  January ____, 2000


WITNESSED BY:                           NEW FOURTH RESIDENTIAL LIMITED
                                           PARTNERSHIP, a Texas Limited
                                           Partnership


                                        By: Echelon General Partner, Inc., a
                                            Florida Corporation,
                                            its general partner
___________________
Name:______________                     By:______________________________
                                        Name:____________________________
                                        Title:___________________________
                                        Date:  January ____, 2000


WITNESSED BY:                           WATTERS CREEK LIMITED PARTNERSHIP,
                                           a Texas Limited Partnership

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

___________________
Name:______________                     By:______________________________
                                        Name:____________________________
___________________                     Title:___________________________
Name:______________                     Date:  January ____, 2000

<PAGE>


WITNESSED BY:                           KELLER-COUNTRY BROOK LIMITED
                                          PARTNERSHIP, a Texas Limited
                                          Partnership


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

___________________
Name:______________                     By:______________________________
                                        Name:____________________________
___________________                     Title:___________________________
Name:______________                     Date:  January ____, 2000



WITNESSED BY:                           GALLOWAY-TRIPP SF LIMITED PARTNERSHIP, a
                                          Texas Limited Partnership


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

___________________
Name:______________                     By:______________________________
                                        Name:____________________________
___________________                     Title:___________________________
Name:______________                     Date:  January ____, 2000



WITNESSED BY:                           MID-TOWN RESIDENTIAL LIMITED
                                        PARTNERSHIP, a Texas Limited Partnership

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

___________________
Name:______________                     By:______________________________
                                        Name:____________________________
___________________                     Title:___________________________
Name:______________                     Date:  January ____, 2000



WITNESSED BY:                           RIVER PARK ESTATES, LLC, a Delaware
                                        Limited Liability Company

                                        By: Echelon Residential Incorporated, a
                                            Florida Corporation,
                                            its managing member

___________________
Name:______________                     By:______________________________
                                        Name:____________________________
___________________                     Title:___________________________
Name:______________                     Date:  January ____, 2000


<PAGE>


                                        BUYER:

WITNESSED BY:                           ECHELON RESIDENTIAL LLC,
                                        a Delaware limited liability company

                                        By:  Equis Corporation, a Massachusetts
                                             corporation, its managing member

___________________
Name:______________                          By:_____________________________
                                             Name:___________________________
___________________                          Title:__________________________
Name:______________                          Date:  January ____, 200

          Escrow  Agent hereby  agrees to hold and  disburse the Purchase  Price
(including  the Deposit),  the Asset Sales Proceeds and the other Escrowed Items
in accordance  with and subject to the provisions of the foregoing  Purchase and
Sale Agreement.

                                        LANDAMERICA FINANCIAL GROUP


                                        By:
                                        Name
                                        Title:____________________
                                        Date: January ____, 2000



<PAGE>



          The following entities are executing this Agreement for the purpose of
acknowledging their agreement to convey any of the assets described herein which
they may have an ownership interest in:

                                        ECHELON DEVELOPMENT CORPORATION


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        ECHELON REAL ESTATE SERVICES, INC.

                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        PCC DEL, INC.

                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000



                                        ECHELON RESIDENTIAL INCORPORATED

                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        ECHELON GENERAL PARTNER, INC.

                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        SOUTH CORE COMMERCIAL, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


<PAGE>

                                        SOUTH CORE PARKING, INC.

                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        ECHELON AFFORDABLE DEVELOPMENT, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000



                                        ECHELON CARILLON ONE, INC.

                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        ECHELON AT CARILLON TWO, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


<PAGE>

                                        ECHELON CARILLON THREE, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        ECHELON AT MCNULTY, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        HIGHPOINT CENTER HEALTH CLUB, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000



                                        ECHELON GENERAL PARTNER AFFORDABLE
                                        HOUSING, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


<PAGE>

                                        ECHELON AT BAY ISLE KEY, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        ECHELON AT NORTHLAKE, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        ECHELON AT THE RESERVE I, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000



                                        ECHELON AT THE RESERVE II, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000

<PAGE>
                                        ECHELON AT WOODLAND PARK, INC. n/k/a
                                        ECHELON GATEWAY, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        ECHELON AT THE HARBORAGE, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        ECHELON RESIDENTIAL INVESTMENTS II, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        KNOX STREET CAPITAL, INC.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000

<PAGE>


                                        BAYBRIDGE APARTMENTS, LTD.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        200 CARILLON, L.L.C.


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        SOUTH GARNETT RESIDENTIAL LIMITED
                                        PARTNERSHIP


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


                                        RESIDENTIAL 98TH MEMORIAL CREEK TURNPIKE
                                        LIMITED PARTNERSHIP


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000


<PAGE>

                                        MISSION RANCH LIMITED PARTNERSHIP


                                        By:__________________________________
                                        Name:________________________________
                                        Title:_______________________________
                                        Date: January ____, 2000



<PAGE>


                                                                       EXHIBIT A

FOLIO NUMBER:   ____________



                                     FORM OF
                              SPECIAL WARRANTY DEED


          THIS SPECIAL  WARRANTY  DEED is made this ______ day of  ____________,
2000, by ______________________, a _______________ ("Grantor"), whose address is
_____________________________________,     to     _______________________,     a
______________ ("Grantee"), whose address is _________________________________.


                              W I T N E S S E T H:


          THAT  GRANTOR,  for and in  consideration  of the  sum of ten  Dollars
($10.00) and other good and valuable consideration,  the receipt and sufficiency
of which are hereby acknowledged, does hereby grant, bargain, sell, transfer and
deliver to Grantee,  its successors and assigns forever,  the real property (the
"Property") described in Exhibit A attached hereto and made a part hereof.

          TOGETHER,  with all the  tenements,  hereditaments  and  appurtenances
belonging or in anyway appertaining thereto.

          TO HAVE AND TO HOLD the same in fee simple forever.

          AND GRANTOR hereby specially  warrants the title to the Property,  and
will  defend  the same  against  the  lawful  claims of all  persons  whomsoever
claiming by, through or under Grantor, but none others.


          IN WITNESS  WHEREOF,  GRANTOR has caused this Special Warranty Deed to
be executed as of the date first above written.

WITNESSED BY:                            GRANTOR:

______________________________           By:

Name:_________________________

______________________________               By:___________________________
                                             Name:  ____________________
Name:_________________________               Title: ____________________


This instrument prepared by and when recorded return to:
______________________________

______________________________

______________________________

______________________________

<PAGE>


STATE OF _______________            )
                                    ) ss:
COUNTY OF ______________            )

          The foregoing  instrument was acknowledged before me this _____ day of
______,  2000, by  ________________,  as  ______________ of  _______________,  a
__________     corporation,     _____________    of     _________________,     a
___________________,  on behalf of the _____________, who is personally known to
me or who has produced a driver's license as identification.

                                      _______________________________________
                                      Name:
                                      Notary Public, State of _______________
                                      My commission expires:





<PAGE>

                                                                       EXHIBIT B

                                     FORM OF
                                  BILL OF SALE


          Made and  entered  into  this  ____ day of  __________,  2000,  by and
between _____________,  a _____________  ("Seller"),  and __________________,  a
____________ ("Buyer").



                              W I T N E S S E T H:


          WHEREAS,  Seller and Buyer entered into that certain Purchase and Sale
Agreement (the  "Agreement"),  dated as of January ____,  2000, for, inter alia,
the sale and  purchase  of the real  property  more  specifically  described  in
Exhibit A attached hereto and made a part hereof (the "Property"); and

          WHEREAS, in accordance with the terms of the Agreement, Seller desires
to assign,  transfer, set over and deliver to Buyer all of Seller's right, title
and  interest  in, and Buyer  desires to assume  all duties and  obligations  of
Seller with respect to, all items of personalty  situated at or on the Property,
excluding  any  personal  property  owned or leased by tenants  of the  Property
(collectively, the "Personalty");

          NOW, THEREFORE,  in accordance with the Agreement and in consideration
of the sum of ten Dollars  ($10.00) and other good and  valuable  consideration,
the  sufficiency  and receipt of which are hereby  acknowledged,  the parties do
hereby agree as follows:

          1. Seller does hereby grant, bargain, transfer, set over and
deliver  unto Buyer all of  Seller's  right,  title and  interest  in and to the
Personalty.

          2. Buyer  hereby  acknowledges  and agrees that it is  purchasing  the
Personalty in its "as is" condition.  Seller makes no representation or warranty
of any kind with respect to the Property or the Personalty,  except as otherwise
expressly set forth herein or in the Agreement.

          3. This  Bill of Sale  shall be  governed  by the laws of the State of
_______  and shall be binding  upon,  and inure to the  benefit  of, the parties
hereto  and  their  respective  heirs,  legal  representatives,  successors  and
assigns.

         Seller hereby warrants title to the Property against the lawful claims
of all persons claiming by, through or under Seller, but none others.

         IN  WITNESS  WHEREOF,  this Bill of Sale has been  signed,  sealed and
delivered by the parties as of the date first above written.


WITNESSED BY:                           SELLER:

______________________________          By:______________________________

Name:_________________________
                                           By:___________________________
______________________________             Name:_________________________
                                           Title:________________________
Name:_________________________




WITNESSED BY:                           BUYER:

______________________________          By: _____________________________
Name:_________________________
                                            By:___________________________
______________________________              Name:_________________________
                                            Title:________________________
Name:________________________

<PAGE>


                                                                       EXHIBIT C

                                    FORM OF
           ASSIGNMENT AND ASSUMPTION OF PERMITS, CONTRACTS AND LEASES


          THIS ASSIGNMENT AND ASSUMPTION OF PERMITS,  CONTRACTS AND LEASES (this
"Assignment")  is made and entered  into as of the ____ day of  _______________,
2000,  by and  between  _____________,  a  _________________  ("Assignor"),  and
_______________________, a ___________________ ("Assignee").



                              W I T N E S S E T H :

          WHEREAS,  Assignor and Assignee entered into that certain Purchase and
Sale Agreement (the "Agreement"), dated as of January ___, 2000,for, inter alia,
the sale and purchase of certain real  property more  particularly  described in
Exhibit A attached hereto and made a part hereof (the "Property"); and

          WHEREAS,  in  accordance  with the  terms of the  Agreement,  Assignor
desires to assign,  transfer, set over and deliver to Assignee all of Assignor's
right,  title and  interest  in, and  Assignee  desires to assume all duties and
obligations  of Assignor  with  respect to, the  Permits,  Contracts  and Leases
listed on Exhibit B attached hereto and made a part hereof;

          NOW, THEREFORE,  in accordance with the Agreement and in consideration
          of the  sum of ten  Dollars  ($10.00)  and  other  good  and  valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties do hereby agree as follows:

          1.  Assignment.  Assignor does hereby assign,  transfer,  set over and
deliver unto Assignee all of Assignor's right,  title and interest in and to the
Permits,  Contracts and Leases.  Assignee makes no representation or warranty of
any kind with respect to the Permits,  Contracts and Leases, except as otherwise
expressly set forth herein or in the Agreement.

          2.  Assumption.  Assignee hereby accepts the foregoing  assignment and
hereby assumes all duties and obligations under the same arising on or after the
date hereof.

          3.  Assignor  Indemnification.  Assignor  hereby  agrees to indemnify,
defend and hold harmless  Assignee from and against any loss, cost,  damage,  or
expense arising from or in connection  with any liability or obligation  related
to the Permits,  Contracts and Leases  arising by virtue of acts or omissions by
Assignor which have accrued or occurred prior to the date hereof.

          4.  Assignee  Indemnification.  Assignee  hereby  agrees to indemnify,
defend and hold harmless  Assignor from and against any loss, cost,  damage,  or
expense arising from or in connection  with any liability or obligation  related
to the Permits,  Contracts and Leases  arising by virtue of acts or omissions by
Assignee which accrue or occur on or after the date hereof.

          5. Governing Law;  Parties Bound.  This Agreement shall be governed by
the laws of the State of __________.  This Assignment shall be binding upon, and
inure to the  benefit of, the parties to this  Assignment  and their  respective
heirs, legal representatives, successors and assigns.


          IN WITNESS WHEREOF, this Assignment has been signed, sealed and
delivered by the parties as of the date first above written.

WITNESSED BY:                           ASSIGNOR:

______________________________          By: ______________________________

Name:_________________________
                                            By:___________________________
______________________________              Name:_________________________
                                            Title:________________________
Name:_________________________



WITNESSED BY:                           ASSIGNEE:

______________________________          By:_______________________________

Name:_________________________
                                           By:____________________________
______________________________             Name:__________________________
                                           Title:_________________________
Name:________________________


<PAGE>


                                                                       EXHIBIT D



                                     FORM OF
                            TENANT ESTOPPEL STATEMENT


DATE:     ______________, [1999] [2000]


TO:       ________________________, a ________________________ ("Buyer")


RE:       Lease (the "Lease"),  dated _________,  by and between  ___________ as
          landlord  ("Landlord")  and  __________  as  tenant  ("Tenant"),  with
          respect to _______________________________ (the "Leased Premises")


Gentlemen:


          As Tenant under the Lease, the undersigned hereby acknowledges for the
benefit of Buyer,  which is about to purchase the Leased  Premises,  and Buyer's
lender, if any, the truth and accuracy of the following statements pertaining to
said Lease:


1.        Date of Lease:

2.        Description of Any and All Amendments,  Modification or Assignments of
          the Lease:

3.        Term of Lease / Date of Expiration:

4.        Current Monthly Rent / Common Area Maintenance / Other Charges:

5.        Security Deposit / Last Month's Rent / Other Prepaid Amounts:

6.        Guarantor(s), if any:

7.        The Lease is in full force and effect.

8.        Tenant is in exclusive  possession  of the Leased  Premises  under the
          terms of the Lease.

9.        All rent,  charges or other payments due Landlord under the Lease have
          been paid through  ________________,  [1999] [2000]. Rent has not been
          paid more than one (1) month in advance.

10.       There are not any  uncured  defaults on the part of Landlord or Tenant
          under the Lease and, to the best of Tenant's  knowledge and belief, no
          event has occurred  which,  with notice  and/or  lapse of time,  would
          cause such a default to occur by either Landlord or Tenant.

11.       All tenant  improvements  and other  improvements to be constructed by
          Landlord  under the Lease have been fully  completed  and  accepted by
          Tenant.

12.       Tenant does not have any outstanding option to renew the Lease, option
          to expand the Leased  Premises or option to  purchase  any part of the
          Leased Premises other than as follows:

13.       The Lease,  together with any  modifications  listed in item 2 hereof,
          sets forth the entire agreement between Landlord and Tenant. There are
          no other  documents or agreements  affecting the rights of the parties
          except as follows: ___________________________

14.       To the best of Tenant's  knowledge and belief,  the Lease is valid and
          enforceable  in accordance  with its terms and none of the  provisions
          thereof  that inure to the  benefit of  Landlord  have been  waived by
          Landlord  and there are no offsets or  defenses to the payment of rent
          by Tenant under the Lease.

15.       Tenant is the sole  owner of the  entire  leasehold  estate  under the
          Lease and has not assigned the Lease or any interest therein,  nor has
          Tenant sublet all or any portion of the Leased Premises.

16.       Tenant has obtained the required occupational  licenses,  certificates
          of occupancy or other similar licenses  required for Tenant to operate
          its business on the Leased Premises.

17.       This  certification  shall be binding upon Tenant,  its successors and
          assigns,  and shall inure to the benefit of Buyer,  its successors and
          assigns,  the Buyer's lender, if any, and all parties claiming through
          or under such persons.

                                    TENANT:

                                    __________________________________

                                       By: ___________________________
                                       Name:__________________________
                                       Title:_________________________



<PAGE>



                                                                       EXHIBIT E


                                    FORM OF
              ASSIGNMENT AND ASSUMPTION AGREEMENT OF MORTGAGE LOAN


          THIS ASSIGNMENT AND ASSUMPTION OF MORTGAGE LOAN (this "Assignment") is
made and entered into as of the ___ day of _______________, 2000, by and between
____________("Assignor"),   having  an   address   at   __________________   and
          __________________,   a  __________________  ("Assignee"),  having  an
address at _________________.


                                  W I T N E S S E T H :


          WHEREAS,  pursuant  to that  certain  [Mortgage],  dated  ___________,
_______,  between  Assignor,  as  lender/mortgagee,  to [Name of  Borrower],  as
borrower/mortgagor (the "Borrower"),  and recorded in the Office of the Clerk of
__________ County on ________ in Liber ________, Page __________,  Assignor made
a loan to the Borrower in the sum of $____________ (the "Mortgage Loan");

          WHEREAS,  Assignor and Assignee entered into that certain Purchase and
Sale Agreement (the "Agreement"), dated as of January 21, 2000, for, inter alia,
the transfer of the Mortgage Loan; and

          NOW, THEREFORE,  in accordance with the Agreement and in consideration
of the sum of ten Dollars  ($10.00) and other good and  valuable  consideration,
the  sufficiency  and receipt of which are hereby  acknowledged,  the parties do
hereby agree as follows:

          1.  Assignment.  Assignor does hereby assign,  transfer,  set over and
deliver unto Assignee all of Assignor's right,  title and interest in and to the
Mortgage Loan and the Mortgage Loan Documents, together with all other documents
and  instruments  relating  thereto.  The  foregoing  assignment is made without
representation  or warranty of any kind, except as otherwise set forth herein or
in the Agreement.

          2.  Assumption.  Assignee hereby accepts the foregoing  assignment and
hereby  assumes all duties and  obligations  under the Mortgage  Loan  Documents
arising on or after the date hereof.

          3.  Assignor  Indemnification.  Assignor  hereby  agrees to indemnify,
defend and hold harmless  Assignee from and against any loss, cost,  damage,  or
expense arising from or in connection  with any liability or obligation  related
to the Mortgage Loan and the Mortgage Loan  Documents  arising by virtue of acts
or  omissions  by  Assignor  which have  accrued or  occurred  prior to the date
hereof.

          4.  Assignee  Indemnification.  Assignee  hereby  agrees to indemnify,
defend and hold harmless  Assignor from and against any loss, cost,  damage,  or
expense arising from or in connection  with any liability or obligation  related
to the Mortgage Loan and the Mortgage Loan  Documents  arising by virtue of acts
or omissions by Assignee which accrue or occur on or after the date hereof.

          5. Governing Law; Parties Bound.  This Assignment shall be governed by
the laws of the State of __________  and shall be binding upon, and inure to the
benefit of, the parties to this  Assignment and their  respective  heirs,  legal
representatives, successors and assigns.

          IN  WITNESS  WHEREOF,  this  Assignment  has been  signed,  sealed and
delivered by the parties as of the date first above written.


WITNESSED BY:                      ASSIGNOR:


________________________           By: ______________________________

Name:___________________
                                        By: _________________________
________________________                Name:________________________
                                        Title:_______________________
Name: __________________



WITNESSED BY:                      ASSIGNEE:


________________________           By: ______________________________

Name:___________________
                                        By: _________________________
________________________                Name:________________________
                                        Title:_______________________
Name: __________________




<PAGE>


STATE OF _______________        )
                                ) ss:
COUNTY OF ______________        )

          The foregoing  instrument was acknowledged before me this _____ day of
______,  2000, by  ________________,  as  ______________ of  _______________,  a
____________  corporation,     _____________    of     __________________,     a
___________________,  on behalf of the _____________, who is personally known to
me or who has produced a driver's license as identification.

                                      _______________________________________
                                      Name:
                                      Notary Public, State of _______________
                                      My commission expires:




STATE OF _______________       )
                               ) ss:
COUNTY OF ______________       )

          The foregoing  instrument was acknowledged before me this _____ day of
______,  2000, by  ________________,  as  ______________ of  _______________,  a
_____________  corporation, ________________  of ____________________________, a
___________________,  on behalf of the _____________, who is personally known to
me or who has produced a driver's license as identification.

                                      _______________________________________
                                      Name:
                                      Notary Public, State of _______________
                                      My commission expires:


<PAGE>

                                                                       EXHIBIT F


                                     FORM OF
                            ASSIGNMENT OF TRADEMARKS

          This ASSIGNMENT OF TRADEMARKS is made and entered into as of the ____

day  of  __________,  2000,  by  and  between  _____________  ("Assignor"),  and

__________ ("Assignee").

          WHEREAS,  Assignor  owns all right,  title and  interest in and to the

trademarks,  service  marks and trade names listed in Schedule A annexed  hereto

(the "Marks"); and

          WHEREAS,  Assignee  is  desirous  of  acquiring  the  Marks,  and  any

applications and registrations thereof;

          NOW, THEREFORE, for good and valuable consideration,  receipt of which

is hereby  acknowledged,  Assignor  does  hereby  assign,  sell and  transfer to

Assignee its entire right, title and interest in and to the Marks, together with

the goodwill of the business  symbolized by the Marks,  and any applications and

registrations thereof.

Dated:                            (Assignor)

                                  ____________________________________

                                  By:_________________________________

                                  Name:

                                  Title:



<PAGE>





STATE OF ___________         )
                             )  ss:
COUNTY OF ___________        )

                  On this _____day of ______ 2000, before me personally appeared

__________________,  to me known who, being by me duly sworn, did depose and say

that he is the  _________________  (title) of ________________,  Inc., Assignor,

described herein and which executed the foregoing  instrument and that he signed

his name thereto.

                                   _________________________
                                          Notary Public



<PAGE>



                                                                       EXHIBIT G

                            SEVERANCE BENEFITS PLAN


Except for those employees who are covered by employment agreements with Echelon
International Corporation,  each Transferred Employee that is terminated as part
of any work force reduction plan  implemented by Buyer within twelve (12) months
of the Closing Date will receive:


* Two  weeks  base  salary  for  each  year of  service  with  Echelon
International Corporation (pro rated, not truncated);
* One week base salary for each  $10,000 of base  salary  (pro  rated,  not
  truncated);
* Payment for any accrued but unpaid  vacation  time;
* However,  in no event will the payment be less than 4 weeks base salary; and
* Any earned,  but unpaid,  bonus payment for 2000.




<PAGE>



                                                                       EXHIBIT H

                              INTENTIONALLY OMITTED






<PAGE>



                                                                       EXHIBIT I

                                     FORM OF
                                 TITLE AFFIDAVIT

STATE OF ___________     )
                         )  ss:
COUNTY OF ___________    )


The undersigned, [PROPERTY OWNER], hereinafter called Affiant, being duly sworn,
says that:

1.   Affiant is the owner in fee simple of the  premises  described on Exhibit A
     attached  hereto.

2.   Affiant has present possession of all the premises subject to
     lessees or tenants in possession.

3.   Affiant states further that no work has been done or materials furnished to
     said premises,  or any part thereof, or demolition of existing improvements
     conducted  thereon,  for the past six (6)  months  and  that  there  are no
     outstanding  claims  for the  furnishings  of  material  or  labor  for the
     erection,  construction,  alteration  or  demolition of any building on the
     premises  whereby the same are now or might become subject to mechanic's or
     other liens, except as listed on Exhibit B attached hereto.

4.   Affiant further represents that it has not received notice of an assessment
     for any public  improvements  affecting  the property  prior to the date of
     closing that would give rise to a special  property tax assessment  against
     the property described on Exhibit A after the date of closing.

5.   Affiant is not currently in  bankruptcy  under the U.S.  Code,  and further
     represents  to its  knowledge  that  there are no  pending  proceedings  or
     unsatisfied  judgments of record,  nor any tax liens filed against Affiant,
     except  as  shown on  Exhibit  C  attached  hereto;  that if there  are any
     judgments, bankruptcies, probate proceedings, state or federal tax liens of
     record  against  parties with same or similar  names,  they are not against
     Affiant.

6.   Affiant  agrees  not to place of record  any lien or  encumbrance  upon the
     above-mentioned property from the date hereof to the date of recordation of
     documents executed and delivered in connection with the above commitment.


This  affidavit is made for the purpose of inducing  one or more of  LANDAMERICA
FINANCIAL  GROUP's title insurers to issue an Owner's policy of title  insurance
on the  premises  without  exception  to  rights of  parties  in  possession  or
intervening  matters  which do or do not  appear of record  between  the date of
closing and recordation.



                                       By:__________________________________

                                       Title:_______________________________


Subscribed and sworn to before me this _____ day of ____________, ____


                                       _____________________________________
                                       Notary Public

                                       _____________________________________
                                       Address

                                       _____________________________________


Commission expires:













<PAGE>



                                                                       EXHIBIT J

                                     FORM OF
                                  GAP INDEMNITY

                                                        TITLE NO. ______________

          THIS  INDEMNITY,   given  by  [Property  Owner]   (hereinafter  called
Indemnitor) to [LANDAMERICA  FINANCIAL  GROUP]  (hereinafter  called Company) on
_____________, 2000.

          WHEREAS,  Indemnitor  has requested  Company to issue its policy(s) of
title  insurance  insuring  an  interest  in or title to certain  real estate in
______________ County (City)  _____________,  described in Policy/Commitment No.
_____________  issued by Company and/or  described in Exhibit A attached  hereto
and made a part hereof without  exception to, or providing  certain  affirmative
insurance  against,  the  following  matters  (hereinafter  referred  to as  the
Exception):

          Defects, liens, encumbrances, adverse claims or other matters, if any,
          created, first appearing in the public records on attaching subsequent
          to the  effective  date  hereby  but  prior to the  date the  proposed
          insured  acquires  for  value of record  the  estate  or  interest  or
          mortgage thereon covered by this commitment, other than mechanics' and
          materialman's claims.

          AND WHEREAS,  Company is unwilling to so issue such  policy(s)  unless
indemnified by Indemnitor as hereinafter provided;

          AND WHEREAS,  Indemnitor has, as an inducement to Company,  offered to
indemnify  Company against loss or damage which Company may become liable for by
reason of the omission or deletion of the Exception in said Policy or Commitment
against loss, damage, cost or expense which may result from the matters referred
to in the Exception;

          NOW,  THEREFORE,  the  condition  of this  obligation  is such that if
Indemnitor, its heirs,  administrators,  executors,  successors, and assigns, or
any of them, shall and do at all times  hereinafter well and sufficiently  save,
defend, keep harmless,  and indemnify Company, its successors and assigns of and
from all loss, damage, cost, change, liability or expense, including court costs
and reasonable attorneys' fees, which it may sustain,  suffer or be put to under
its  policy or  policies  of title  insurance  or  otherwise  on  account of the
omission or deletion  of, or  affirmative  insurance  in  connection  with,  the
Exception  due to or arising from any act or omission of  Indemnitor  and in the
event any claims or liens in  connection  with the Exception are filed of record
which are so due to the action or omission of Indemnitor; shall cause same to be
paid and  discharged  of record  without  delay,  or  otherwise  disposed  of to
Company's reasonable satisfaction,  then this obligation shall be null and void,
otherwise to remain in full force and effect until the date of policy issuance.

          The conditions, covenants, and terms of this Indemnity attached hereto
as Schedule A are incorporated herein by reference.

          IN WITNESS  WHEREOF,  the parties  have  hereunto  set their hands and
seals this ______ day of __________, 2000.



                                          INDEMNITOR


                                          [PROPERTY OWNER]



                                          By: __________________________

                                          _____________________________(SEAL)

                                          Address: __________________________

                                                   __________________________

                                          Telephone: ________________________



<PAGE>




                             SCHEDULE A TO EXHIBIT J

       THE CONDITIONS, COVENANTS, AND TERMS OF THE ATTACHED INDEMNITY ARE:

          1. Indemnitor  agrees that Company may, in its  discretion,  report to
     its  proposed  insured  the  existence  of the  matters  set  forth  as the
     Exception and refuse to so issue such policy(s) of title  insurance  unless
     Company is  furnished  with  satisfactory  acknowledgment  by the  proposed
     insured that said proposed insured is aware of the existence of the matters
     set forth as of title  insurance.  The obligations of Indemnitor under this
     instrument  shall  continue  until Company has  ascertained  through a lien
     search conducted as soon as possible  following the issuance of the policy,
     that  no  matters  of  record  have  been  filed  between  the  date of the
     Commitment  and the date of the  policy.  Company  also agrees to conduct a
     lien  search and  update the  effective  date of the  Commitment  to a date
     immediately  prior to the date of closing of the  transaction  pursuant  to
     which the policy will be issued.

          2. Indemnitor agrees that if at any time Company deems it necessary in
     order to satisfy its obligations under said policy(s),  it may, with notice
     to  Indemnitor,  pay,  satisfy,  compromise or do any other act  reasonably
     necessary to obtain a release or  discharge  of the  Exception to the title
     (provided  however,  that such  Exception  is due to the act or omission of
     Indemnitor,  and Indemnitor has had a reasonable opportunity to satisfy the
     obligation  itself.)  Indemnitor  hereby authorizes and empowers Company to
     advance  and pay  any  sums  reasonably  necessary  to  obtain  a  release,
     discharge or  satisfaction of the matters set forth as the Exception to the
     title.  Indemnitor shall promptly furnish such funds so expended by Company
     following demand therefor.

          3. If Company shall sustain or incur loss or damage because Indemnitor
     failed to provide sufficient funds upon demand by Company, Indemnitor shall
     become  indebted  to  Company  in  amount  equal to the  loss  and  expense
     sustained or incurred by Company and agrees to repay Company that amount on
     demand,  together with interest  thereon,  from the date of demand,  at the
     legal rate for judgments in the state where the real estate is located.

          4. If Indemnitor  fails timely to take such steps as in the opinion of
     Company are reasonably  necessary to remove the matters set forth herein as
     the Exception to the title,  on or before  agreed date as provided  herein,
     Company is authorized in its reasonable  discretion to take whatever steps,
     including but not limited to the commencement of legal action or payment of
     money,  that  it  determines  necessary  to  remove  said  matters,  and in
     connection therewith Indemnitor shall, upon demand,  advance to Company all
     funds necessary, including all costs, attorneys' fees, and other expenses.

          5.  Company  shall  have the right  with the  reasonable  approval  of
     Indemnitor to select and approve any and all counsel who may be retained by
     Company or by  Indemnitor  to defend  any action  brought by any party as a
     result of Company issuing its policy(s) without showing said Exception,  or
     insuring  against loss,  damage,  cost or expense which may result from the
     matters  referred to in said Exception,  or any counsel retained by Company
     or  Indemnitor  to bring any action or to perform  any work to correct  the
     matters shown in the Exception,  and Indemnitor  agrees promptly to pay the
     counsel to selection or approved by Company.

          6. In this instrument,  wherever the context so requires, the singular
     number  includes  the  plural,  and  where  there is more  than one  person
     included as Indemnitor the  obligations of this agreement  shall be binding
     on all such  persons  jointly and  severally.  "Policy"  shall be deemed to
     include a binder or commitment; and "Commitment" shall be deemed to include
     binder.

          7. If any provision hereof is held to be void or  unenforceable  under
     the laws of any  place  covering  its  construction  or  enforcement,  this
     instrument shall not be void or vitiated thereby, but shall be construed to
     be in force with the same effect as though such provision were omitted.

          8. The  liability of  Indemnitor  under this  instrument is direct and
     primary and is not  conditioned  or  contingent  upon prior  pursuit of any
     remedies  by  Company  except  demand  for  performance   upon  Indemnitor.
     Indemnitor shall be liable for and shall pay promptly to Company all costs,
     expenses and  reasonable  attorneys'  fees incurred by Company in enforcing
     its rights hereunder.

          9.  This  instrument  shall  be  binding  upon  Indemnitor,   and  its
     successors  and assigns  and shall  inure to the  benefit of  Company,  its
     successors or assigns,  including,  without  limitation,  any other insurer
     involved in reinsuring, in any matter, any liabilities of Company under any
     policy(s) of title insurance or  endorsement(s)  thereto issued in reliance
     hereon.

          10.  Written  notice  shall be  deemed  to have  been  duly  served if
     delivered  to the person or to a member of the firm or to an officer of the
     corporation  for  whom  it was  intended,  or if  delivered  at or  sent by
     registered or certified mail to the appropriate address shown herein.







<PAGE>



                                                                       EXHIBIT K

                                     FORM OF
                                FIRPTA AFFIDAVIT


                       CERTIFICATION OF NONFOREIGN STATUS


          Section 1445 of the Internal  Revenue Code  provides that a transferee
(buyer) of a U.S.  real property  interest  must withhold tax if the  transferor
(seller) is a foreign person. To inform the transferee  (buyer) that withholding
of tax is not required upon the disposition of U.S. real property interest,  the
undersigned hereby certify the following:

          1.   The undersigned  are not nonresident  aliens for purposes of U.S.
               Income taxation;

          2.   The   undersigned's   U.S.  taxpayer   identifying   numbers  are
               identified on Schedule A; and

          3.   The undersigned's address is:

               c/o Susan Glatthorn Johnson, Esq.
               General Counsel & Senior Vice President
               Echelon International Corporation
               450 Carillon Parkway, Suite 200
               St. Petersburg, Florida  33716

          The undersigned understand that this Certification may be disclosed to
the Internal  Revenue  Service by the transferee and that any false statement it
has made here could be punished by fine, imprisonment, or both.

          Under  penalties  of perjury the  undersigned  declare  that they have
examined this  Certification and to the best of their knowledge and belief it is
true, correct, and complete.

                                          Dated:  __________ ___, 2000

                                          [INSERT HERE THE LIST OF SUBS FOR
                                          PURCHASE AND SALE AGREEMENT]


                                          By:_____________________________
                                          Name:___________________________
                                          Title:____________________________

<PAGE>

                                                                       EXHIBIT L

                             JOINT DIRECTION LETTER



                                                             [February] __, 2000


LandAmerica Financial Group
3922 Coconut Palm Drive, Suite 102
Tampa, Florida  33619

Attention:  Juanita M. Shuster

Dear Ms. Shuster:

          Reference is made to (a) the Purchase and Sale Agreement dated January
__, 2000 (the "Purchase and Sale Agreement") by and among Echelon  International
Corporation  and  certain  of  its   subsidiaries,   collectively,   as  Sellers
(collectively,  in such  capacity,  referred  to  herein as the  "Seller"),  and
Echelon  Residential  LLC,  as Buyer  (the  "Buyer"),  and (b) the  Subscription
Agreement  dated January __, 2000 (the  "Subscription  Agreement")  by and among
Echelon International Corporation and certain of its subsidiaries, collectively,
as  Transferor  (collectively,  in such  capacity,  referred  to  herein  as the
"Transferor"),  and Heller  Affordable  Housing of Florida,  Inc., as Transferee
(the  "Transferee").  Unless otherwise  defined or provided,  capitalized  terms
herein shall have the  meanings  ascribed to such terms in the Purchase and Sale
Agreement or Subscription Agreement, respectively, as the case may be.

          This Joint  Direction  Letter is  delivered to  LandAmerica  Financial
Group as  Escrow  Agent  under the  Purchase  and Sale  Agreement  and under the
Subscription Agreement (in such capacity,  referred to herein as "Escrow Agent")
pursuant to Section 7.7 of the  Purchase and Sale  Agreement  and Section 7.7 of
the Subscription  Agreement and, once delivered by the parties hereto,  shall be
irrevocable in all respects.

          1. Each of the Seller,  the Buyer,  the  Transferor and the Transferee
hereby  expressly  acknowledges,  agrees,  represents  and warrants  and, to the
extent the following  waivers and  confirmation  may only be validly made by any
other  signatory  hereto  but not by it,  based  upon and in  reliance  upon the
acknowledgement, agreement, representations and warranties of such other parties
hereby made, that, except for the conditions  described in Sections 6.1(c),  (i)
and (j) and 6.2(c),  (i) and (j) of the Purchase and Sale Agreement and Sections
6.1(c), (i) and (j) and 6.2(c), (i) and (j) of the Subscription Agreement,  each
of the conditions to the closing of the  transactions  described in the Purchase
and  Sale  Agreement  and  the  Subscription   Agreement   (including,   without
limitation,  conditions  based  upon  (x)  the  accuracy  as of any  date of the
representations and warranties of any party thereto, (y) compliance by any party
thereto  with  its  covenants  or  other  obligations  thereunder,  and  (z) the
deliveries  to Escrow Agent of the Escrowed  Items  required  thereby) have been
satisfied or waived as of the date hereof.

          2. Each of the Seller and the Buyer  hereby  represents  and  warrants
that (a) to the best of its knowledge, after due inquiry, none of the conditions
described  in Sections  6.1(i) and (j),  and 6.2 (i) and (j) of the Purchase and
Sale  Agreement  has occurred,  and (b) the Purchase and Sale  Agreement has not
been  amended,  supplemented,  terminated  (pursuant  to  Section 9  thereof  or
otherwise)  or  otherwise  modified,  except  such  amendments,  supplements  or
modifications  as (i) are  permitted  by the  Merger  Agreement,  (ii) would not
reduce the aggregate  Purchase  Price and would not affect  Sections 7.7, 7.8 or
12.2 of the  Purchase  and Sale  Agreement  and (iii) are  attached  as exhibits
hereto.

          3.  Each  of the  Transferor  and  Transferee  hereby  represents  and
warrants that (a) to the best of its knowledge,  after due inquiry,  none of the
conditions  described  in  Sections  6.1(i)  and (j),  and 6.2(i) and (j) of the
Subscription  Agreement has occurred, and (b) the Subscription Agreement has not
been  amended,  supplemented,  or  terminated  (pursuant to Section 9 thereof or
otherwise)  or  otherwise  modified,  except  such  amendments,  supplements  or
modifications  as (i) are  permitted  by the  Merger  Agreement,  (ii) would not
reduce the  aggregate  cash portion of the  Transfer  Value and would not affect
Sections 7.7, 7.8 or 12.2 of the  Subscription  Agreement and (iii) are attached
as exhibits hereto.

          4. The  Seller  and the Buyer each  hereby  further  confirm to Escrow
Agent that (a) listed on Schedule I hereto is a list of all items required to be
delivered by the Buyer and/or the Seller to Escrow Agent under  Sections 7.4 and
7.5 of the Purchase and Sale Agreement (the "Purchase Escrowed Items"),  (b) all
such items,  including the Purchase  Price,  have been delivered to Escrow Agent
under the Purchase and Sale  Agreement,  (c) the amount of the Purchase Price is
$______,  and (d) the aggregate  amount of Asset Sales Proceeds (as such term is
defined in the Purchase and Sale Agreement) is $______.

          5. The Transferor and the Transferee  each hereby further confirm that
(a) listed on Schedule II hereto is a list of all items required to be delivered
by the  Transferor  and/or  the  Transferee  under  Sections  7.4 and 7.5 of the
Subscription  Agreement (the "Subscription Escrowed Items"), (b) all such items,
including  the  Transfer  Value,  have been  delivered to Escrow Agent under the
Subscription  Agreement,  and (c) the amount of the cash portion of the Transfer
Value,  after giving effect to any Reduction in Transfer  Value as the result of
the consummation on or prior to the date hereof of any Pending  Transactions (as
such term is defined in the Subscription Agreement) is $_____[, the Reduction in
Transfer  Value is $______ and the Excess Amount (as such term is defined in the
Subscription Agreement is $_______]).

          6.  The  Buyer  and the  Seller  hereby  irrevocably  instruct  you as
follows:

          (a)  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 by Escrow  Agent of notice that such filing
     has occurred,  the Purchase  Escrowed Items shall be promptly  delivered by
     Escrow Agent to the party entitled to same and, in particular,

          (i)  the  Purchase  Price  shall be  delivered,  by wire  transfer  of
               immediately  available funds, to the Surviving  Corporation or as
               it shall direct; and

          (ii) the aggregate  amount of Asset Sales Proceeds shall be delivered,
               by wire transfer of immediately  available funds, to the Buyer or
               as it shall direct.

          (b) If (i)  the  Purchase  and  Sale  Agreement  has  been  terminated
     pursuant to Section 9.1 thereof,  or (ii) the Tender Offer  Expiration Date
     does not occur on or prior to the third Business Day after the date hereof,
     the Purchase Escrowed Items shall be promptly  delivered by Escrow Agent to
     the party which had previously  deposited same with Escrow Agent, and these
     instructions shall cease to have any effect.

          7. The  Transferor  and the  Transferee  hereby  irrevocably  instruct
Escrow Agent as follows:

          (a)  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 by Escrow  Agent of notice that such filing
     has occurred,  the Subscription  Escrowed Items shall be promptly delivered
     by Escrow Agent to the party entitled to same and, in particular,

          (i)  the   Preferred   Stock  shall  be  delivered  to  the  Surviving
               Corporation;

          (ii) the cash  portion  of the  Transfer  Value plus the amount of any
               Reduction in Transfer Value shall be delivered,  by wire transfer
               of immediately  available funds, to the Surviving  Corporation or
               as it shall direct;

          (iii)an amount  equal to fifteen  (15%)  percent of the Excess  Amount
               shall be  delivered,  by wire transfer of  immediately  available
               funds, to Echelon Commercial LLC or as it shall direct; and

          (iv) an amount  equal to  eighty-five  (85%)  percent  of such  Excess
               Amount  shall  be  delivered,  by wire  transfer  of  immediately
               available  funds,  to the  Transferee  for  credit  to  the  Cash
               Collateral Account (as such term is defined in the Heller Lease).

          (b) If (i) the Subscription  Agreement has been terminated pursuant to
     Section 9.1  thereof,  or (ii) the Tender  Offer  Expiration  Date does not
     occur on or prior to the third  Business  Day after  the date  hereof,  the
     Subscription  Escrowed Items shall be promptly delivered by Escrow Agent to
     the party which had previously  deposited same with Escrow Agent, and these
     instructions shall cease to have any effect.

          8. These  instructions  may not be revoked,  modified,  superseded  or
amended, without the prior written consent of each of the Seller, the Buyer, the
Transferee, the Transferor, and EIN Acquisition Corp.

          Please  acknowledge  your  receipt  hereof and of each of the Purchase
Escrowed Items,  and Subscription  Escrowed Items,  including the Purchase Price
and the Transfer Value, and your agreement,  irrevocably, to comply herewith, by
signing the enclosed copies of this letter and delivering  copies hereof to each
of the Buyer, the Seller,  the Transferee,  the Transferor,  and EIN Acquisition
Corp. EIN Acquisition  Corp. is joining in the execution  hereof for the purpose
of acknowledging its receipt hereof and agreement to be bound hereby, subject to
all of the terms and conditions hereof.


          IN WITNESS WHEREOF,  this irrevocable  Joint Direction Letter has been
signed this __ day of [February], 2000.

                                 ECHELON    INTERNATIONAL   CORP.,   [list   all
                                 subsidiaries   parties  to  Purchase  and  Sale
                                 Agreement], as Seller



                                 By:____________________________________
                                    Name:
                                    Title:


                                 ECHELON    INTERNATIONAL   CORP.,   [list   all
                                 subsidiaries party to Subscription  Agreement],
                                 as Transferor


                                 By:____________________________________
                                     Name:
                                     Title:


                                 ECHELON RESIDENTIAL LLC, as Buyer


                                 By:____________________________________
                                    Name:
                                    Title:


                                 HELLER AFFORDABLE HOUSING OF
                                   FLORIDA, INC., as Transferee


                                 By:____________________________________
                                    Name:
                                    Title:


ACKNOWLEDGED AND AGREED:

LANDAMERICA FINANCIAL GROUP


By:___________________________
   Name:______________________
   Title:_____________________


RECEIPT ACKNOWLEDGED:

EIN ACQUSITION CORP.


By:___________________________
   Name:______________________
   Title:_____________________


<PAGE>

                                                                       EXHIBIT M

                            JOINT INSTRUCTION LETTER

                                                             [February] __, 2000


LandAmerica Financial Group
3922 Coconut Palm Drive, Suite 102
Tampa, Florida  33619
Attention:  Juanita M. Shuster

Dear Ms. Shuster:

     Reference is made to (a) the Purchase and Sale Agreement  dated January __,
2000 (the  "Purchase and Sale  Agreement")  by and among  Echelon  International
Corporation  and  certain  of  its   subsidiaries,   collectively,   as  Sellers
(collectively,  in such  capacity,  referred  to  herein as the  "Seller"),  and
Echelon Residential LLC, as Buyer (the "Buyer"),  (b) the Subscription Agreement
dated  January  __, 2000 (the  "Subscription  Agreement")  by and among  Echelon
International  Corporation  and certain of its  subsidiaries,  collectively,  as
Transferor  (collectively,   in  such  capacity,   referred  to  herein  as  the
"Transferor"),  and Heller  Affordable  Housing of Florida,  Inc., as Transferee
(the  "Transferee"),  and (c) that certain Joint  Direction  Letter of even date
herewith made by the Seller,  the Buyer,  the  Transferor and the Transferee and
delivered to you pursuant to Sections 7.7 of the Purchase and Sale Agreement and
Section 7.7 of the Subscription Agreement (the "Joint Direction Letter"). Unless
otherwise defined or provided,  capitalized terms herein shall have the meanings
ascribed  to such  terms in the  Purchase  and Sale  Agreement  or  Subscription
Agreement, respectively, as the case may be.

     This Joint Instruction  Letter is delivered to LandAmerica  Financial Group
as Escrow Agent under the Purchase and Sale Agreement and under the Subscription
Agreement (in such capacity,  referred to in herein as "Escrow Agent")  pursuant
to  Section  7.8 of the  Purchase  and Sale  Agreement  and  Section  7.8 of the
Subscription  Agreement  and,  once  delivered by the parties  hereto,  shall be
irrevocable in all respects.  A copy of this Joint  Instruction  Letter shall be
delivered  by Escrow  Agent to EIN  Acquisition  Corp.,  a Florida  corporation,
("EIN") and to Cooperatieve Centrale  Raiffeisen-Boerenleenbank  B.A., "Rabobank
Nederland",  New York  Branch,  for the  benefit of itself  and  Utrecht-America
Finance Co. (collectively  "Lender") and may be relied upon by EIN and Lender as
if it had been addressed to them directly.

     1. Each of the  Buyer and the  Transferee  hereby  expressly  acknowledges,
agrees,  represents  and warrants and, to the extent the  following  waivers and
confirmation  may only be validly made by the other party hereto or by any other
signatory  to the  Joint  Direction  Letter  but not by it,  based  upon  and in
reliance upon, but not in any event subject to, the waivers and acknowledgements
of such other parties hereby and thereby made,  that,  except for the conditions
described  in  Sections  6.1(c),  (i)  and (j)  and  6.2(c),  (i) and (j) of the
Purchase and Sale Agreement and Sections 6.1(c), (i) and (j) and 6.2(c), (i) and
(j) of the Subscription Agreement,  each of the conditions to the closing of the
transactions  described in the Purchase and Sale Agreement and the  Subscription
Agreement (including, without limitation, conditions based upon (x) the accuracy
as of any date of the representations  and warranties of any party thereto,  (y)
compliance  by any  party  thereto  with  its  covenants  or  other  obligations
thereunder,  and (z) the  deliveries  to  Escrow  Agent  of the  Escrowed  Items
required hereby or thereby) have been satisfied or waived as of the date hereof.

     2. The Buyer hereby represents and warrants that (a) to its knowledge, none
of the conditions  described in Sections  6.1(i) and (j), and 6.2 (i) and (j) of
the  Purchase and Sale  Agreement  has  occurred,  and (b) the Purchase and Sale
Agreement has not been amended, supplemented,  terminated (pursuant to Section 9
thereof or otherwise) or otherwise modified, except such amendments, supplements
or  modifications as (i) are permitted by the Merger  Agreement,  (ii) would not
reduce the aggregate  Purchase Price and would not affect  Sections 7.7, 7.8, or
12.2 of the  Purchase  and Sale  Agreement  and (iii) are  attached  as exhibits
hereto. On the Closing Date under the Purchase and Sale Agreement,  Buyer agrees
to deliver to Escrow Agent a certificate  reconfirming for the benefit of Escrow
Agent,  EIN and Lender  the  representations  and  warranties  of the  preceding
sentence  together  with the other  items  required  to be  delivered  to EIN as
provided in Section 7.8 of the Purchase and Sale Agreement.

     3. The Transferee hereby represents and warrants that (a) to its knowledge,
none of the conditions  described in Sections 6.1(i) and (j), and 6.2(i) and (j)
of the Subscription  Agreement has occurred,  and (b) the Subscription Agreement
has not been amended, supplemented, or terminated (pursuant to Section 9 thereof
or otherwise) or otherwise  modified,  except such  amendments,  supplements  or
modifications  as (i) are  permitted  by the  Merger  Agreement,  (ii) would not
reduce the  aggregate  cash portion of the  Transfer  Value and would not affect
Sections 7.7, 7.8, or 12.2 of the Subscription  Agreement and (iii) are attached
as exhibits hereto.  On the Closing Date under the Subscription  Agreement,  the
Transferee agrees to deliver to Escrow Agent a certificate  reconfirming for the
benefit of Escrow Agent,  EIN and Lender the  representations  and warranties of
the preceding sentence together with the other items required to be delivered to
EIN as provided in Section 7.8 of the Subscription Agreement.

     4. The Buyer hereby  further  confirms that (a) listed on Schedule I hereto
is a list of all items  required to be  delivered by the Buyer and/or the Seller
to Escrow Agent under  Sections  7.4 and 7.5 of the Purchase and Sale  Agreement
(the  "Purchase  Escrowed  Items"),  (b) all such items,  including the Purchase
Price,  have  been  delivered  to  Escrow  Agent  under  the  Purchase  and Sale
Agreement,  (c) the amount of the Purchase  Price is $______,  (d) the aggregate
amount of Asset Sales Proceeds (as such term is defined in the Purchase and Sale
Agreement) is $_______,  and (e) the Joint Direction  Letter required by Section
7.7 of the Purchase and Sale  Agreement has been  delivered by the Buyer and the
Seller to Escrow Agent.

     5. The Transferee  hereby  further  confirms that (a) listed on Schedule II
hereto is a list of all items required to be delivered by the Transferor  and/or
the  Transferee  under Sections 7.4 and 7.5 of the  Subscription  Agreement (the
"Subscription  Escrowed  Items"),  (b) all such items,  including  the  Transfer
Value, have been delivered to Escrow Agent under the Subscription Agreement, (c)
the amount of the cash portion of the Transfer Value, after giving effect to any
Reduction in Transfer Value as the result of the consummation on or prior to the
date  hereof  of any  Pending  Transactions  (as  such  term is  defined  in the
Subscription  Agreement) is $_____[,  the Reduction in Transfer Value is $______
and the Excess Amount (as such term is defined in the Subscription  Agreement is
$_______]),  and (d) the Joint  Direction  Letter required by Section 7.7 of the
Subscription  Agreement has been  delivered by the Transferor and the Transferee
to Escrow Agent.

     6. The Buyer hereby  irrevocably,  and without condition except as provided
in this paragraph, instructs Escrow Agent as follows:

     (a)  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 by Escrow Agent of notice that such filing has  occurred,
the Purchase  Escrowed Items shall be promptly  delivered by Escrow Agent to the
party entitled to same and, in particular,

     (i)  the Purchase Price shall be delivered, by wire transfer of immediately
          available  funds, to the Surviving  Corporation or as it shall direct;
          and

     (ii) the aggregate  amount of Asset Sales Proceeds  shall be delivered,  by
          wire transfer of immediately available funds, to the Buyer as follows:
          [Echelon Residential LLC wire instructions].

     (b) If (i) the Purchase and Sale Agreement has been terminated  pursuant to
Section 9.1 thereof,  or (ii) the Tender Offer Expiration Date does not occur on
or prior to the third Business Day after the date hereof,  the Purchase Escrowed
Items  shall be  promptly  delivered  by  Escrow  Agent to the  party  which had
previously  deposited same with Escrow Agent, and these instructions shall cease
to have any effect.

     7. The  Transferee  hereby  irrevocably,  and without  condition  except as
provided in this paragraph, instructs Escrow Agent as follows:

     (a)  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 by Escrow Agent of notice that such filing has  occurred,
the Subscription  Escrowed Items shall be promptly  delivered by Escrow Agent to
the party entitled to same and, in particular,

     (i)  the Preferred Stock shall be delivered to the Surviving Corporation;

     (ii) the  cash  portion  of the  Transfer  Value  plus  the  amount  of any
          Reduction in Transfer  Value shall be  delivered,  by wire transfer of
          immediately  available  funds,  to the Surviving  Corporation or as it
          shall direct;

     (iii)an amount equal to fifteen  (15%)  percent of any Excess  Amount shall
          be delivered,  by wire transfer of  immediately  available  funds,  to
          Echelon  Commercial  LLC as  follows:  [Echelon  Commercial  LLC  wire
          instructions]; and

     (iv) an amount equal to  eighty-five  (85%)  percent of such Excess  Amount
          shall be delivered,  by wire transfer of immediately  available funds,
          to the Transferee for credit to the Cash  Collateral  Account (as such
          term is defined in the Heller  Lease) as follows:  [Heller  Affordable
          Housing of Florida Inc., Cash Collateral Account wire instructions].

     (b) If (i) the  Subscription  Agreement  has been  terminated  pursuant  to
Section 9.1 thereof,  or (ii) the Tender Offer Expiration Date does not occur on
or prior to the  third  Business  Day after the date  hereof,  the  Subscription
Escrowed  Items shall be promptly  delivered  by Escrow Agent to the party which
had previously  deposited same with Escrow Agent, and these  instructions  shall
cease to have any effect.

     8. These instructions may not be revoked, modified,  superseded or amended,
without the prior written consent of each of the Buyer, the Transferee,  EIN and
Lender.

     Please  acknowledge  your receipt hereof and of each of the Joint Direction
Letter,  Purchase Escrowed Items, and Subscription Escrowed Items, including the
Purchase  Price and the Transfer  Value,  and your  agreement,  irrevocably,  to
comply  herewith,  by signing the enclosed  copies of this letter and delivering
copies  hereof to each of the Buyer,  the  Transferee,  EIN and Lender.  EIN and
Lender and  joining in the  execution  hereof for the  purpose of  acknowledging
their receipt  hereof and  agreement to be bound  hereby,  subject to all of the
terms and conditions hereof.
<PAGE>
     IN WITNESS WHEREOF,  this  irrevocable  Joint  Instruction  Letter has been
signed this __ day of [February], 2000.

                                               ECHELON RESIDENTIAL LLC, as Buyer

                                               By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                               HELLER AFFORDABLE HOUSING OF
                                               FLORIDA, INC., as Transferee

                                               By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

ACKNOWLEDGED AND AGREED:

LANDAMERICA FINANCIAL GROUP

By:
   -------------------------------
   Name:
   Title:

RECEIPT ACKNOWLEDGED:

EIN ACQUSITION CORPORATION

By:
   -------------------------------
   Name:
   Title:

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A
"RABOBANK NEDERLAND", NEW YORK BRANCH

By:
   -------------------------------
   Name:
   Title:
<PAGE>

                                                                       EXHIBIT C

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

                             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:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


                              ECHELON DEVELOPMENT CORPORATION,
                              a Florida corporation

                              By:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


                              SOUTH CORE COMMERCIAL, INC.,
                              a Florida corporation

                              By:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


                              SOUTH CORE PARKING, INC.,
                              a Florida corporation

                              By:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


                              ECHELON AT CARILLON ONE, INC.,
                              a Florida corporation

                              By:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


                              ECHELON AT NORTHLAKE, INC.,
                              a Florida corporation

                              By:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


                              ECHELON AT THE RESERVE, INC.,
                              a Florida corporation

                              By:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


WITNESSED BY:                 ECHELON AFFORDABLE HOUSING, INC.,
                              a Florida corporation
________________________
Name:                         By:_______________________________________________
                              Name:
________________________      Title:
Name:                         Date:  January __, 2000

<PAGE>

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

________________________
Name:                         By: Echelon General Partner Affordable Housing,
                                  Inc., a Florida Corporation, its general
                                  partner

________________________      By:_______________________________________________
Name:                         Name:
                              Title:
                              Date:  January __, 2000


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

________________________      By: Echelon at Carillon Two, Inc., a Florida
Name:                             Corporation, its managing member

________________________      By:_______________________________________________
Name:                         Name:
                              Title:
                              Date:  January __, 2000


<PAGE>

                              SOUTH GARNETT RESIDENTIAL LIMITED  PARTNERSHIP,  a
                              Texas Limited Parntership

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

                              By:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


                              RESIDENTIAL  98TH MEMORIAL CREEK TURNPIKE  LIMITED
                              PARTNERSHIP, a Texas Limited Partnership

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

                              By:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


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

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

________________________
Name:  Abe Abraham            By:_______________________________________________
                              Name:
                              Title:
                              Date: January __, 2000

<PAGE>

                              COMPANY:

WITNESSED BY:                 Heller Affordable Housing of Florida, Inc.

________________________
Name:                         By:_______________________________________________
                              Name:
________________________      Title:
Name:                         Date:  January __, 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:_______________________________________________
                              Name:
                              Title:
                              Date:  January __, 2000


<PAGE>

                                                                       EXHIBIT A

FOLIO NUMBER: ____________

                                     FORM OF
                             SPECIAL WARRANTY DEED

     THIS SPECIAL WARRANTY DEED is made this ______ day of  ____________,  2000,
by  ______________________,  a  _______________  ("Grantor"),  whose  address is
_____________________________________,     to     _______________________,     a
______________ ("Grantee"), whose address is _________________________________.

                              W I T N E S S E T H:

     THAT GRANTOR,  for and in  consideration of the sum of ten Dollars ($10.00)
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged,  does hereby grant, bargain, sell, transfer and deliver
to  Grantee,  its  successors  and  assigns  forever,  the  real  property  (the
"Property") described in Exhibit A attached hereto and made a part hereof.

     TOGETHER, with all the tenements, hereditaments and appurtenances belonging
or in anyway appertaining thereto.

     TO HAVE AND TO HOLD the same in fee simple forever.

     AND GRANTOR hereby specially  warrants the title to the Property,  and will
defend the same against the lawful claims of all persons whomsoever claiming by,
through or under Grantor, but none others.

     IN WITNESS  WHEREOF,  GRANTOR has caused this Special  Warranty  Deed to be
executed as of the date first above written.

WITNESSED BY:                               GRANTOR:

______________________________      By:     ______________________________

 Name:_________________________

______________________________              By:___________________________
                                            Name:
Name:_________________________              Title:

This instrument prepared by and when recorded return to:
____________________________
____________________________
____________________________
<PAGE>

STATE OF ___________)
                    )  ss:
COUNTY OF __________)

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
______,  2000, by  ________________,  as  ______________ of  _______________,  a
__________     corporation,     _____________    of     _________________,     a
___________________,  on behalf of the _____________, who is personally known to
me or who has produced a driver's license as identification.

                                                _______________________________
                                                Name:
                                                Notary Public, State of _______
                                                My commission expires:

                                                                       EXHIBIT B
                                     FORM OF
                                  BILL OF SALE

     Made and entered  into this ____ day of  __________,  2000,  by and between
_____________,  a  _____________  ("Transferor"),   and  __________________,   a
____________ ("Company").

                              W I T N E S S E T H:

     WHEREAS,  Transferor  and Company  entered into that  certain  Subscription
Agreement (the "Agreement"),  dated as of January 21, 2000, for, inter alia, the
transfer of the real property more specifically  described in Exhibit A attached
hereto and made a part hereof (the "Property"); and

     WHEREAS, in accordance with the terms of the Agreement,  Transferor desires
to assign,  transfer, set over and deliver to Company all of Transferor's right,
title and interest in, and Company  desires to assume all duties and obligations
of  Transferor  with respect to, all items of  personalty  situated at or on the
Property,  excluding  any  personal  property  owned or leased by tenants of the
Property (collectively, the "Personalty");

     NOW,  THEREFORE,  in accordance with the Agreement and in  consideration of
the sum of ten Dollars ($10.00) and other good and valuable  consideration,  the
sufficiency and receipt of which are hereby acknowledged,  the parties do hereby
agree as follows:

     1. Transferor does hereby grant,  bargain,  transfer,  set over and deliver
unto  Company  all of  Transferor's  right,  title  and  interest  in and to the
Personalty.

     2.  Company  hereby  acknowledges  and  agrees  that it is  purchasing  the
Personalty  in its "as is"  condition.  Transferor  makes no  representation  or
warranty of any kind with respect to the Property or the  Personalty,  except as
otherwise expressly set forth herein or in the Agreement.

     3. This Bill of Sale shall be  governed by the laws of the State of _______
and shall be binding upon,  and inure to the benefit of, the parties  hereto and
their respective heirs, legal representatives, successors and assigns.

     Transferor  hereby warrants title to the Property against the lawful claims
of all persons claiming by, through or under Transferor, but none others.
<PAGE>

          IN  WITNESS  WHEREOF,  this Bill of Sale has been  signed,  sealed and
delivered by the parties as of the date first above written.



WITNESSED BY:                                        TRANSFEROR:

______________________________                       By:_______________________

Name:_________________________
                                                        By:____________________
______________________________                          Name:
                                                        Title:
Name:_________________________




WITNESSED BY:                                        COMPANY:


______________________________                       By:_______________________

Name:_________________________
                                                        By:____________________
______________________________                          Name:
                                                        Title:
Name:_________________________

                                                                      EXHIBIT C

                                     FORM OF
           ASSIGNMENT AND ASSUMPTION OF PERMITS, CONTRACTS AND LEASES

     THIS  ASSIGNMENT  AND  ASSUMPTION  OF PERMITS,  CONTRACTS  AND LEASES (this
"Assignment")  is made and entered  into as of the ____ day of  _______________,
2000,  by and  between  _____________,  a  _________________  ("Assignor"),  and
_______________________, a ___________________ ("Assignee").

                              W I T N E S S E T H :

     WHEREAS,  Assignor  and Assignee  entered  into that  certain  Subscription
Agreement (the "Agreement"),  dated as of January 21, 2000, for, inter alia, the
transfer to Assignee of certain real  property  more  particularly  described in
Exhibit A attached hereto and made a part hereof (the "Property"); and

     WHEREAS, in accordance with the terms of the Agreement, Assignor desires to
assign,  transfer,  set over and deliver to Assignee  all of  Assignor's  right,
title and interest in, and Assignee desires to assume all duties and obligations
of Assignor  with respect to, the Permits,  Contracts  and Leases (as such terms
are defined in the Agreement) relating to the Property;

     NOW,  THEREFORE,  in accordance with the Agreement and in  consideration of
the sum of ten Dollars ($10.00) and other good and valuable  consideration,  the
sufficiency and receipt of which are hereby acknowledged,  the parties do hereby
agree as follows:

     1. Assignment.  Assignor does hereby assign, transfer, set over and deliver
unto Assignee all of Assignor's right, title and interest in and to the Permits,
Contracts and Leases.  Assignee makes no  representation or warranty of any kind
with respect to the Permits, Contracts and Leases, except as otherwise expressly
set forth herein or in the Agreement.

     2. Assumption.  Assignee hereby accepts the foregoing assignment and hereby
assumes all duties and  obligations  under the same arising on or after the date
hereof.

     3. Assignor  Indemnification.  Assignor hereby agrees to indemnify,  defend
and hold harmless  Assignee from and against any loss, cost,  damage, or expense
arising from or in connection  with any  liability or obligation  related to the
Permits, Contracts and Leases arising by virtue of acts or omissions by Assignor
which have accrued or occurred prior to the date hereof.

     4. Assignee  Indemnification.  Assignee hereby agrees to indemnify,  defend
and hold harmless  Assignor from and against any loss, cost,  damage, or expense
arising from or in connection  with any  liability or obligation  related to the
Permits, Contracts and Leases arising by virtue of acts or omissions by Assignee
which accrue or occur on or after the date hereof.

     5. Governing Law;  Parties Bound.  This Agreement  shall be governed by the
laws of the State of  __________.  This  Assignment  shall be binding upon,  and
inure to the  benefit of, the parties to this  Assignment  and their  respective
heirs, legal representatives, successors and assigns.

     IN WITNESS WHEREOF,  this Assignment has been signed,  sealed and delivered
by the parties as of the date first above written.

WITNESSED BY:                                        ASSIGNOR

______________________________                       By:_______________________

Name:_________________________
                                                        By:____________________
______________________________                          Name:__________________
                                                        Title:_________________
Name:_________________________

WITNESSED BY:                                        ASSIGNEE:

______________________________                       By:_______________________

Name:_________________________
                                                        By:____________________
______________________________                          Name:__________________
                                                        Title:_________________
Name:_________________________

<PAGE>

                                                                       EXHIBIT D

                                     FORM OF
                            TENANT ESTOPPEL STATEMENT

DATE:  ______________, 2000

TO:    ________________________, a ________________________ ("Company")

RE:  Lease (the  "Lease"),  dated  ___________,  by and between  ___________  as
     landlord ("Landlord") and ___________ as tenant ("Tenant"), with respect to
     _______________________________ (the "Leased Premises")

Gentlemen:

     As Tenant under the Lease,  the  undersigned  hereby  acknowledges  for the
benefit  of  Company,  which is about  to  purchase  the  Leased  Premises,  and
Company's  lender,  if any, the truth and accuracy of the  following  statements
pertaining to said Lease:

1.   Date of Lease:

2.   Description of Any and All  Amendments,  Modification or Assignments of the
     Lease:

3.   Term of Lease / Date of Expiration:

4.   Current Monthly Rent / Common Area Maintenance / Other Charges:

5.   Security Deposit / Last Month's Rent / Other Prepaid Amounts:

6.   Guarantor(s), if any:

7.   The Lease is in full force and effect.

8.   Tenant is in exclusive possession of the Leased Premises under the terms of
     the Lease.

9.   All rent,  charges or other payments due Landlord under the Lease have been
     paid through  ________________,  [1999] [2000]. Rent has not been paid more
     than one (1) month in advance.

10.  There are not any uncured  defaults on the part of Landlord or Tenant under
     the Lease and, to the best of Tenant's  knowledge and belief,  no event has
     occurred  which,  with  notice  and/or  lapse of time,  would  cause such a
     default to occur by either Landlord or Tenant.

11.  All  tenant  improvements  and  other  improvements  to be  constructed  by
     Landlord under the Lease have been fully completed and accepted by Tenant.

12.  Tenant does not have any outstanding  option to renew the Lease,  option to
     expand the Leased  Premises  or option to  purchase  any part of the Leased
     Premises other than as follows:

13.  The Lease,  together with any modifications  listed in item 2 hereof,  sets
     forth the entire agreement between Landlord and Tenant.  There are no other
     documents  or  agreements  affecting  the rights of the  parties  except as
     follows: ___________________________

14.  To the best of  Tenant's  knowledge  and  belief,  the  Lease is valid  and
     enforceable in accordance with its terms and none of the provisions thereof
     that inure to the  benefit of Landlord  have been  waived by  Landlord  and
     there are no offsets or defenses to the payment of rent by Tenant under the
     Lease.

15.  Tenant is the sole owner of the entire leasehold estate under the Lease and
     has not assigned the Lease or any interest  therein,  nor has Tenant sublet
     all or any portion of the Leased Premises.

16.  Tenant has obtained the required  occupational  licenses,  certificates  of
     occupancy  or other  similar  licenses  required  for Tenant to operate its
     business on the Leased Premises.

17.  This  certification  shall be  binding  upon  Tenant,  its  successors  and
     assigns,  and shall  inure to the benefit of Company,  its  successors  and
     assigns,  the Company's lender, if any, and all parties claiming through or
     under such persons.

                                                   TENANT:

                                                   ____________________________

                                                     By: ______________________
                                                     Name:_____________________
                                                     Title:____________________

<PAGE>

                                                                       EXHIBIT E

                                     FORM OF
              ASSIGNMENT AND ASSUMPTION AGREEMENT OF MORTGAGE LOAN

     THIS ASSIGNMENT AND ASSUMPTION OF MORTGAGE LOAN (this "Assignment") is made
and entered  into as of the ____ day of  _______________,  2000,  by and between
_________________  ("Assignor"),  having an  address  at  _________________  and
_______________________,  a ___________________  ("Assignee"), having an address
at _______________________.

                              W I T N E S S E T H :

     WHEREAS, pursuant to that certain [Mortgage],  dated _______, ____, between
Assignor, as lender/mortgagee, to [Name of Borrower], as borrower/mortgagor (the
"Borrower"),  and  recorded  in the  Office  of the Clerk of  _______  County on
_______ in Liber _______, Page ________, Assignor made a loan to the Borrower in
the sum of $______________ (the "Mortgage Loan");

     WHEREAS,  Assignor  and Assignee  entered  into that  certain  Subscription
Agreement (the "Agreement"),  dated as of January 21, 2000, for, inter alia, the
transfer of the Mortgage Loan; and

     WHEREAS, in accordance with the terms of the Agreement, Assignor desires to
assign,  transfer,  set over and deliver to Assignee  all of  Assignor's  right,
title and interest in, and Assignee desires to assume all duties and obligations
of Assignor with respect to the Mortgage  Loan and the mortgage  loan  documents
relating  thereto  and  described  on Exhibit A attached  hereto and made a part
hereof (the "Mortgage Loan Documents");

     NOW,  THEREFORE,  in accordance with the Agreement and in  consideration of
the sum of ten Dollars ($10.00) and other good and valuable  consideration,  the
sufficiency and receipt of which are hereby acknowledged,  the parties do hereby
agree as follows:

     1. Assignment.  Assignor does hereby assign, transfer, set over and deliver
unto Assignee all of Assignor's right, title and interest in and to the Mortgage
Loan and the Mortgage  Loan  Documents,  together  with all other  documents and
instruments   relating  thereto.   The  foregoing  assignment  is  made  without
representation  or warranty of any kind, except as otherwise set forth herein or
in the Agreement.

     2. Assumption.  Assignee hereby accepts the foregoing assignment and hereby
assumes all duties and obligations  under the Mortgage Loan Documents arising on
or after the date hereof.

     3. Assignor  Indemnification.  Assignor hereby agrees to indemnify,  defend
and hold harmless  Assignee from and against any loss, cost,  damage, or expense
arising from or in connection  with any  liability or obligation  related to the
Mortgage  Loan and the  Mortgage  Loan  Documents  arising  by virtue of acts or
omissions by Assignor which have accrued or occurred prior to the date hereof.

     4. Assignee  Indemnification.  Assignee hereby agrees to indemnify,  defend
and hold harmless  Assignor from and against any loss, cost,  damage, or expense
arising from or in connection  with any  liability or obligation  related to the
Mortgage  Loan and the  Mortgage  Loan  Documents  arising  by virtue of acts or
omissions by Assignee which accrue or occur on or after the date hereof.

     5. Governing Law;  Parties Bound.  This Assignment shall be governed by the
laws of the  State of  ________  and  shall be  binding  upon,  and inure to the
benefit of, the parties to this  Assignment and their  respective  heirs,  legal
representatives, successors and assigns.

     IN WITNESS WHEREOF,  this Assignment has been signed,  sealed and delivered
by the parties as of the date first above written.

WITNESSED BY:                                        ASSIGNOR

______________________________                       By:_______________________

Name:_________________________
                                                        By:____________________
______________________________                          Name:__________________
                                                        Title:_________________
Name:_________________________


WITNESSED BY:                                        ASSIGNEE:


______________________________                       By:_______________________

Name:_________________________
                                                        By:____________________
______________________________                          Name:__________________
                                                        Title:_________________
Name:_________________________

<PAGE>

STATE OF ___________)
                    )  ss:
COUNTY OF __________)

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
______,  2000, by  ________________,  as  ______________ of  _______________,  a
__________     corporation,     _____________    of     _________________,     a
___________________,  on behalf of the _____________, who is personally known to
me or who has produced a driver's license as identification.

                                                _______________________________
                                                Name:
                                                Notary Public, State of _______
                                                My commission expires:


STATE OF ___________ )
                     )  ss:
COUNTY OF __________ )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
______, 2000, by _________________,  as ______________ of __________________,  a
________ corporation,  ______________ of ______________________,  a ___________,
on behalf of the  _________________,  who is  personally  known to me or who has
produced a driver's license as identification.

                                                _______________________________
                                                Name:
                                                Notary Public, State of _______
                                                My commission expires:

<PAGE>

                                                                       EXHIBIT F

                                     FORM OF
                                 TITLE AFFIDAVIT

STATE OF ___________ )
                     )  ss:
COUNTY OF __________ )


The undersigned, [PROPERTY OWNER], hereinafter called Affiant, being duly sworn,
says that:

1.   Affiant is the owner in fee simple of the  premises  described on Exhibit A
     attached hereto.

2.   Affiant has present  possession  of all the premises  subject to lessees or
     tenants in possession.

3.   Affiant states further that no work has been done or materials furnished to
     said premises,  or any part thereof, or demolition of existing improvements
     conducted  thereon,  for the past six (6)  months  and  that  there  are no
     outstanding  claims  for the  furnishings  of  material  or  labor  for the
     erection,  construction,  alteration  or  demolition of any building on the
     premises  whereby the same are now or might become subject to mechanic's or
     other liens, except as listed on Exhibit B attached hereto.

4.   Affiant further represents that it has not received notice of an assessment
     for any public  improvements  affecting  the property  prior to the date of
     closing that would give rise to a special  property tax assessment  against
     the property described on Exhibit A after the date of closing.

5.   Affiant is not currently in  bankruptcy  under the U.S.  Code,  and further
     represents  to its  knowledge  that  there are no  pending  proceedings  or
     unsatisfied  judgments of record,  nor any tax liens filed against Affiant,
     except  as  shown on  Exhibit  C  attached  hereto;  that if there  are any
     judgments, bankruptcies, probate proceedings, state or federal tax liens of
     record  against  parties with same or similar  names,  they are not against
     Affiant.

6.   Affiant  agrees  not to place of record  any lien or  encumbrance  upon the
     above-mentioned property from the date hereof to the date of recordation of
     documents executed and delivered in connection with the above commitment.
<PAGE>

This  affidavit is made for the purpose of inducing  one or more of  LANDAMERICA
FINANCIAL  GROUP's title insurers to issue an Owner's policy of title  insurance
on the  premises  without  exception  to  rights of  parties  in  possession  or
intervening  matters  which do or do not  appear of record  between  the date of
closing and recordation.



                                          By:__________________________________

                                          Title:_______________________________


Subscribed and sworn to before me this _____ day of ____________, ____


                                           ____________________________________
                                           Notary Public

                                           ____________________________________
                                           Address


Commission expires:
<PAGE>

                                                                       EXHIBIT G

                                     FORM OF
                                  GAP INDEMNITY

                                                      TITLE NO. ______________

     THIS INDEMNITY,  given by [Property Owner]  (hereinafter called Indemnitor)
to [LANDAMERICA  FINANCIAL GROUP] (hereinafter called Company) on _____________,
2000.

     WHEREAS,  Indemnitor has requested  Company to issue its policy(s) of title
insurance   insuring  an  interest  in  or  title  to  certain  real  estate  in
______________ County (City)  _____________,  described in Policy/Commitment No.
_____________  issued by Company and/or  described in Exhibit A attached  hereto
and made a part hereof without  exception to, or providing  certain  affirmative
insurance  against,  the  following  matters  (hereinafter  referred  to as  the
Exception):

     Defects,  liens,  encumbrances,  adverse claims or other  matters,  if any,
     created,  first appearing in the public records on attaching  subsequent to
     the  effective  date  hereby  but  prior to the date the  proposed  insured
     acquires  for value of record the estate or interest  or  mortgage  thereon
     covered by this commitment, other than mechanics' and materialman's claims.

     AND  WHEREAS,  Company  is  unwilling  to so issue  such  policy(s)  unless
indemnified by Indemnitor as hereinafter provided;

     AND  WHEREAS,  Indemnitor  has, as an  inducement  to  Company,  offered to
indemnify  Company against loss or damage which Company may become liable for by
reason of the omission or deletion of the Exception in said Policy or Commitment
against loss, damage, cost or expense which may result from the matters referred
to in the Exception;

     NOW,  THEREFORE,   the  condition  of  this  obligation  is  such  that  if
Indemnitor, its heirs,  administrators,  executors,  successors, and assigns, or
any of them, shall and do at all times  hereinafter well and sufficiently  save,
defend, keep harmless,  and indemnify Company, its successors and assigns of and
from all loss, damage, cost, change, liability or expense, including court costs
and reasonable attorneys' fees, which it may sustain,  suffer or be put to under
its  policy or  policies  of title  insurance  or  otherwise  on  account of the
omission or deletion  of, or  affirmative  insurance  in  connection  with,  the
Exception  due to or arising from any act or omission of  Indemnitor  and in the
event any claims or liens in  connection  with the Exception are filed of record
which are so due to the action or omission of Indemnitor; shall cause same to be
paid and  discharged  of record  without  delay,  or  otherwise  disposed  of to
Company's reasonable satisfaction,  then this obligation shall be null and void,
otherwise to remain in full force and effect until the date of policy issuance.

     The conditions,  covenants,  and terms of this Indemnity attached hereto as
Schedule A are incorporated herein by reference.

     IN WITNESS  WHEREOF,  the parties  have  hereunto set their hands and seals
this ______ day of __________, 2000.


                                             INDEMNITOR

                                             [PROPERTY OWNER]


                                             By:_______________________________

                                             _____________________________(SEAL)

                                             Address:__________________________

                                                     __________________________

                                             Telephone:________________________
<PAGE>

                             SCHEDULE A TO EXHIBIT G

       THE CONDITIONS, COVENANTS, AND TERMS OF THE ATTACHED INDEMNITY ARE:

     1.  Indemnitor  agrees that Company may, in its  discretion,  report to its
proposed  insured the  existence of the matters set forth as the  Exception  and
refuse to so issue such policy(s) of title insurance unless Company is furnished
with  satisfactory  acknowledgment  by the proposed  insured that said  proposed
insured  is  aware  of the  existence  of the  matters  set  forth  as of  title
insurance.  The obligations of Indemnitor  under this instrument  shall continue
until  Company  has  ascertained  through  a lien  search  conducted  as soon as
possible  following  the issuance of the policy,  that no matters of record have
been  filed  between  the date of the  Commitment  and the  date of the  policy.
Company  also agrees to conduct a lien search and update the  effective  date of
the  Commitment  to a date  immediately  prior  to the  date of  closing  of the
transaction pursuant to which the policy will be issued.

     2.  Indemnitor  agrees that if at any time  Company  deems it  necessary in
order to satisfy its obligations  under said  policy(s),  it may, with notice to
Indemnitor, pay, satisfy, compromise or do any other act reasonably necessary to
obtain a release or discharge of the Exception to the title  (provided  however,
that such Exception is due to the act or omission of Indemnitor,  and Indemnitor
has had a reasonable  opportunity to satisfy the obligation  itself.) Indemnitor
hereby  authorizes and empowers  Company to advance and pay any sums  reasonably
necessary  to obtain a release,  discharge  or  satisfaction  of the matters set
forth as the  Exception to the title.  Indemnitor  shall  promptly  furnish such
funds so expended by Company following demand therefor.

     3. If Company  shall  sustain or incur  loss or damage  because  Indemnitor
failed to provide  sufficient  funds upon  demand by Company,  Indemnitor  shall
become indebted to Company in amount equal to the loss and expense  sustained or
incurred by Company and agrees to repay Company that amount on demand,  together
with interest thereon,  from the date of demand, at the legal rate for judgments
in the state where the real estate is located.

     4. If  Indemnitor  fails  timely to take such  steps as in the  opinion  of
Company are  reasonably  necessary to remove the matters set forth herein as the
Exception to the title, on or before agreed date as provided herein,  Company is
authorized in its reasonable  discretion to take whatever  steps,  including but
not limited to the  commencement  of legal  action or payment of money,  that it
determines  necessary  to  remove  said  matters,  and in  connection  therewith
Indemnitor shall, upon demand, advance to Company all funds necessary, including
all costs, attorneys' fees, and other expenses.

     5. Company shall have the right with the reasonable  approval of Indemnitor
to select and  approve  any and all counsel who may be retained by Company or by
Indemnitor  to defend  any  action  brought  by any party as a result of Company
issuing its policy(s) without showing said Exception,  or insuring against loss,
damage,  cost or expense  which may result from the matters  referred to in said
Exception,  or any counsel retained by Company or Indemnitor to bring any action
or to perform  any work to  correct  the  matters  shown in the  Exception,  and
Indemnitor  agrees  promptly  to pay the  counsel to  selection  or  approved by
Company.

     6. In this  instrument,  wherever  the context so  requires,  the  singular
number includes the plural,  and where there is more than one person included as
Indemnitor  the  obligations  of this  agreement  shall be  binding  on all such
persons  jointly and severally.  "Policy" shall be deemed to include a binder or
commitment; and "Commitment" shall be deemed to include binder.

     7. If any provision  hereof is held to be void or  unenforceable  under the
laws of any place covering its  construction  or  enforcement,  this  instrument
shall not be void or vitiated  thereby,  but shall be  construed  to be in force
with the same effect as though such provision were omitted.

     8. The liability of Indemnitor  under this instrument is direct and primary
and is not  conditioned  or  contingent  upon prior  pursuit of any  remedies by
Company  except demand for  performance  upon  Indemnitor.  Indemnitor  shall be
liable for and shall pay promptly to Company all costs,  expenses and reasonable
attorneys' fees incurred by Company in enforcing its rights hereunder.

     9. This instrument shall be binding upon Indemnitor, and its successors and
assigns and shall inure to the benefit of Company,  its  successors  or assigns,
including,  without limitation, any other insurer involved in reinsuring, in any
matter,  any  liabilities  of Company under any policy(s) of title  insurance or
endorsement(s) thereto issued in reliance hereon.

     10. Written notice shall be deemed to have been duly served if delivered to
the person or to a member of the firm or to an officer  of the  corporation  for
whom it was intended, or if delivered at or sent by registered or certified mail
to the appropriate address shown herein.

<PAGE>

                                                                       EXHIBIT H

                            FORM OF FIRPTA AFFIDAVIT

                       CERTIFICATION OF NONFOREIGN STATUS

     Section  1445 of the  Internal  Revenue  Code  provides  that a  transferee
(buyer) of a U.S.  real property  interest  must withhold tax if the  transferor
(seller) is a foreign person. To inform the transferee  (buyer) that withholding
of tax is not required upon the disposition of U.S. real property interest,  the
undersigned hereby certify the following:

     4.   The undersigned are not nonresident aliens for purposes of U.S. Income
          taxation;

     5.   The undersigned's U.S. taxpayer  identifying numbers are identified on
          Schedule A; and

     6.   The undersigned's address is:

          c/o Susan Glatthorn Johnson, Esq.
          General Counsel & Senior Vice President
          Echelon International Corporation
          450 Carillon Parkway, Suite 200
          St. Petersburg, Florida  33716

     The undersigned  understand that this Certification may be disclosed to the
Internal  Revenue  Service by the transferee and that any false statement it has
made here could be punished by fine, imprisonment, or both.

     Under penalties of perjury the undersigned  declare that they have examined
this  Certification  and to the best of their  knowledge  and belief it is true,
correct, and complete.

                                              Dated:  __________ ___, 2000

                                              [INSERT HERE THE LIST OF SUBS FOR
                                               SUBSCRIPTION AGREEMENT]


                                               By:_____________________________
                                               Name:___________________________
                                               Title:__________________________

<PAGE>
                                                                   EXHIBIT 7.7

                             JOINT DIRECTION LETTER



                                                            [February] __, 2000


LandAmerica Financial Group
3922 Coconut Palm Drive, Suite 102
Tampa, Florida  33619

Attention:  Juanita M. Shuster

Dear Ms. Shuster:

          Reference is made to (a) the Purchase and Sale Agreement dated January
__, 2000 (the "Purchase and Sale Agreement") by and among Echelon  International
Corporation  and  certain  of  its   subsidiaries,   collectively,   as  Sellers
(collectively,  in such  capacity,  referred  to  herein as the  "Seller"),  and
Echelon  Residential  LLC,  as Buyer  (the  "Buyer"),  and (b) the  Subscription
Agreement  dated January __, 2000 (the  "Subscription  Agreement")  by and among
Echelon International Corporation and certain of its subsidiaries, collectively,
as  Transferor  (collectively,  in such  capacity,  referred  to  herein  as the
"Transferor"),  and Heller  Affordable  Housing of Florida,  Inc., as Transferee
(the  "Transferee").  Unless otherwise  defined or provided,  capitalized  terms
herein shall have the  meanings  ascribed to such terms in the Purchase and Sale
Agreement or Subscription Agreement, respectively, as the case may be.

          This Joint  Direction  Letter is  delivered to  LandAmerica  Financial
Group as  Escrow  Agent  under the  Purchase  and Sale  Agreement  and under the
Subscription Agreement (in such capacity,  referred to herein as "Escrow Agent")
pursuant to Section 7.7 of the  Purchase and Sale  Agreement  and Section 7.7 of
the Subscription  Agreement and, once delivered by the parties hereto,  shall be
irrevocable in all respects.

          1. Each of the Seller,  the Buyer,  the  Transferor and the Transferee
hereby  expressly  acknowledges,  agrees,  represents  and warrants  and, to the
extent the following  waivers and  confirmation  may only be validly made by any
other  signatory  hereto  but not by it,  based  upon and in  reliance  upon the
acknowledgement, agreement, representations and warranties of such other parties
hereby made, that, except for the conditions  described in Sections 6.1(c),  (i)
and (j) and 6.2(c),  (i) and (j) of the Purchase and Sale Agreement and Sections
6.1(c), (i) and (j) and 6.2(c), (i) and (j) of the Subscription Agreement,  each
of the conditions to the closing of the  transactions  described in the Purchase
and  Sale  Agreement  and  the  Subscription   Agreement   (including,   without
limitation,  conditions  based  upon  (x)  the  accuracy  as of any  date of the
representations and warranties of any party thereto, (y) compliance by any party
thereto  with  its  covenants  or  other  obligations  thereunder,  and  (z) the
deliveries  to Escrow Agent of the Escrowed  Items  required  thereby) have been
satisfied or waived as of the date hereof.

          2. Each of the Seller and the Buyer  hereby  represents  and  warrants
that (a) to the best of its knowledge, after due inquiry, none of the conditions
described  in Sections  6.1(i) and (j),  and 6.2 (i) and (j) of the Purchase and
Sale  Agreement  has occurred,  and (b) the Purchase and Sale  Agreement has not
been  amended,  supplemented,  terminated  (pursuant  to  Section 9  thereof  or
otherwise)  or  otherwise  modified,  except  such  amendments,  supplements  or
modifications  as (i) are  permitted  by the  Merger  Agreement,  (ii) would not
reduce the aggregate  Purchase  Price and would not affect  Sections 7.7, 7.8 or
12.2 of the  Purchase  and Sale  Agreement  and (iii) are  attached  as exhibits
hereto.

          3.  Each  of the  Transferor  and  Transferee  hereby  represents  and
warrants that (a) to the best of its knowledge,  after due inquiry,  none of the
conditions  described  in  Sections  6.1(i)  and (j),  and 6.2(i) and (j) of the
Subscription  Agreement has occurred, and (b) the Subscription Agreement has not
been  amended,  supplemented,  or  terminated  (pursuant to Section 9 thereof or
otherwise)  or  otherwise  modified,  except  such  amendments,  supplements  or
modifications  as (i) are  permitted  by the  Merger  Agreement,  (ii) would not
reduce the  aggregate  cash portion of the  Transfer  Value and would not affect
Sections 7.7, 7.8 or 12.2 of the  Subscription  Agreement and (iii) are attached
as exhibits hereto.

          4. The  Seller  and the Buyer each  hereby  further  confirm to Escrow
Agent that (a) listed on Schedule I hereto is a list of all items required to be
delivered by the Buyer and/or the Seller to Escrow Agent under  Sections 7.4 and
7.5 of the Purchase and Sale Agreement (the "Purchase Escrowed Items"),  (b) all
such items,  including the Purchase  Price,  have been delivered to Escrow Agent
under the Purchase and Sale  Agreement,  (c) the amount of the Purchase Price is
$______,  and (d) the aggregate  amount of Asset Sales Proceeds (as such term is
defined in the Purchase and Sale Agreement) is $______.

          5. The Transferor and the Transferee  each hereby further confirm that
(a) listed on Schedule II hereto is a list of all items required to be delivered
by the  Transferor  and/or  the  Transferee  under  Sections  7.4 and 7.5 of the
Subscription  Agreement (the "Subscription Escrowed Items"), (b) all such items,
including  the  Transfer  Value,  have been  delivered to Escrow Agent under the
Subscription  Agreement,  and (c) the amount of the cash portion of the Transfer
Value,  after giving effect to any Reduction in Transfer  Value as the result of
the consummation on or prior to the date hereof of any Pending  Transactions (as
such term is defined in the Subscription Agreement) is $_____[, the Reduction in
Transfer  Value is $______ and the Excess Amount (as such term is defined in the
Subscription Agreement is $_______]).

          6.  The  Buyer  and the  Seller  hereby  irrevocably  instruct  you as
follows:

          (a)  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  by Escrow  Agent of notice  that such  filing  has
occurred,  the  Purchase  Escrowed  Items shall be promptly  delivered by Escrow
Agent to the party entitled to same and, in particular,

          (i)  the  Purchase  Price  shall be  delivered,  by wire  transfer  of
               immediately  available funds, to the Surviving  Corporation or as
               it shall direct; and

          (ii) the aggregate  amount of Asset Sales Proceeds shall be delivered,
               by wire transfer of immediately  available funds, to the Buyer or
               as it shall direct.

          (b) If (i)  the  Purchase  and  Sale  Agreement  has  been  terminated
pursuant to Section 9.1 thereof,  or (ii) the Tender Offer  Expiration Date does
not occur on or prior to the third  Business  Day  after  the date  hereof,  the
Purchase Escrowed Items shall be promptly delivered by Escrow Agent to the party
which had previously  deposited same with Escrow Agent,  and these  instructions
shall cease to have any effect.

          7. The  Transferor  and the  Transferee  hereby  irrevocably  instruct
Escrow Agent as follows:

          (a)  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  by Escrow  Agent of notice  that such  filing  has
occurred,  the Subscription Escrowed Items shall be promptly delivered by Escrow
Agent to the party entitled to same and, in particular,

          (i)  the   Preferred   Stock  shall  be  delivered  to  the  Surviving
               Corporation;

         (ii)  the cash  portion  of the  Transfer  Value plus the amount of any
               Reduction in Transfer Value shall be delivered,  by wire transfer
               of immediately  available funds, to the Surviving  Corporation or
               as it shall direct;

        (iii)  an amount  equal to fifteen  (15%)  percent of the Excess  Amount
               shall be  delivered,  by wire transfer of  immediately  available
               funds, to Echelon Commercial LLC or as it shall direct; and

         (iv)  an amount  equal to  eighty-five  (85%)  percent  of such  Excess
               Amount  shall  be  delivered,  by wire  transfer  of  immediately
               available  funds,  to the  Transferee  for  credit  to  the  Cash
               Collateral Account (as such term is defined in the Heller Lease).

          (b) If (i) the Subscription  Agreement has been terminated pursuant to
Section 9.1 thereof,  or (ii) the Tender Offer Expiration Date does not occur on
or prior to the  third  Business  Day after the date  hereof,  the  Subscription
Escrowed  Items shall be promptly  delivered  by Escrow Agent to the party which
had previously  deposited same with Escrow Agent, and these  instructions  shall
cease to have any effect.

          8. These  instructions  may not be revoked,  modified,  superseded  or
amended, without the prior written consent of each of the Seller, the Buyer, the
Transferee, the Transferor, and EIN Acquisition Corp.

          Please  acknowledge  your  receipt  hereof and of each of the Purchase
Escrowed Items,  and Subscription  Escrowed Items,  including the Purchase Price
and the Transfer Value, and your agreement,  irrevocably, to comply herewith, by
signing the enclosed copies of this letter and delivering  copies hereof to each
of the Buyer, the Seller,  the Transferee,  the Transferor,  and EIN Acquisition
Corp. EIN Acquisition  Corp. is joining in the execution  hereof for the purpose
of acknowledging its receipt hereof and agreement to be bound hereby, subject to
all of the terms and conditions hereof.


          IN WITNESS WHEREOF,  this irrevocable  Joint Direction Letter has been
signed this __ day of [February], 2000.

                                 ECHELON  INTERNATIONAL  CORP., [list all
                                 subsidiaries  parties to Purchase and Sale
                                 Agreement], as Seller


                                By:_________________________________________
                                   Name:
                                   Title:


                                ECHELON INTERNATIONAL CORP., [list all
                                subsidiaries  party to Subscription  Agreement],
                                as Transferor


                                By:_________________________________________
                                   Name:
                                   Title:


                                ECHELON RESIDENTIAL LLC, as Buyer


                                By:_________________________________________
                                   Name:
                                   Title:


                                HELLER AFFORDABLE HOUSING OF
                                FLORIDA, INC., as Transferee


                                By:_________________________________________
                                   Name:
                                   Title:


ACKNOWLEDGED AND AGREED:

LANDAMERICA FINANCIAL GROUP


By:________________________
   Name:
   Title:


RECEIPT ACKNOWLEDGED:

EIN ACQUSITION CORP.


By:________________________
   Name:
   Title:
<PAGE>
                                                                     EXHIBIT 7.8


                            JOINT INSTRUCTION LETTER


                                                            [February] __, 2000


LandAmerica Financial Group
3922 Coconut Palm Drive, Suite 102
Tampa, Florida  33619
Attention:  Juanita M. Shuster

Dear Ms. Shuster:

     Reference is made to (a) the Purchase and Sale Agreement  dated January __,
2000 (the  "Purchase and Sale  Agreement")  by and among  Echelon  International
Corporation  and  certain  of  its   subsidiaries,   collectively,   as  Sellers
(collectively,  in such  capacity,  referred  to  herein as the  "Seller"),  and
Echelon Residential LLC, as Buyer (the "Buyer"),  (b) the Subscription Agreement
dated  January  __, 2000 (the  "Subscription  Agreement")  by and among  Echelon
International  Corporation  and certain of its  subsidiaries,  collectively,  as
Transferor  (collectively,   in  such  capacity,   referred  to  herein  as  the
"Transferor"),  and Heller  Affordable  Housing of Florida,  Inc., as Transferee
(the  "Transferee"),  and (c) that certain Joint  Direction  Letter of even date
herewith made by the Seller,  the Buyer,  the  Transferor and the Transferee and
delivered to you pursuant to Sections 7.7 of the Purchase and Sale Agreement and
Section 7.7 of the Subscription Agreement (the "Joint Direction Letter"). Unless
otherwise defined or provided,  capitalized terms herein shall have the meanings
ascribed  to such  terms in the  Purchase  and Sale  Agreement  or  Subscription
Agreement, respectively, as the case may be.

     This Joint Instruction  Letter is delivered to LandAmerica  Financial Group
as Escrow Agent under the Purchase and Sale Agreement and under the Subscription
Agreement (in such capacity,  referred to in herein as "Escrow Agent")  pursuant
to  Section  7.8 of the  Purchase  and Sale  Agreement  and  Section  7.8 of the
Subscription  Agreement  and,  once  delivered by the parties  hereto,  shall be
irrevocable in all respects.  A copy of this Joint  Instruction  Letter shall be
delivered  by Escrow  Agent to EIN  Acquisition  Corp.,  a Florida  corporation,
("EIN") and to Cooperatieve Centrale  Raiffeisen-Boerenleenbank  B.A., "Rabobank
Nederland",  New York  Branch,  for the  benefit of itself  and  Utrecht-America
Finance Co. (collectively  "Lender") and may be relied upon by EIN and Lender as
if it had been addressed to them directly.

     1. Each of the  Buyer and the  Transferee  hereby  expressly  acknowledges,
agrees,  represents  and warrants and, to the extent the  following  waivers and
confirmation  may only be validly made by the other party hereto or by any other
signatory  to the  Joint  Direction  Letter  but not by it,  based  upon  and in
reliance upon, but not in any event subject to, the waivers and acknowledgements
of such other parties hereby and thereby made,  that,  except for the conditions
described  in  Sections  6.1(c),  (i)  and (j)  and  6.2(c),  (i) and (j) of the
Purchase and Sale Agreement and Sections 6.1(c), (i) and (j) and 6.2(c), (i) and
(j) of the Subscription Agreement,  each of the conditions to the closing of the
transactions  described in the Purchase and Sale Agreement and the  Subscription
Agreement (including, without limitation, conditions based upon (x) the accuracy
as of any date of the representations  and warranties of any party thereto,  (y)
compliance  by any  party  thereto  with  its  covenants  or  other  obligations
thereunder,  and (z) the  deliveries  to  Escrow  Agent  of the  Escrowed  Items
required hereby or thereby) have been satisfied or waived as of the date hereof.

     2. The Buyer hereby represents and warrants that (a) to its knowledge, none
of the conditions  described in Sections  6.1(i) and (j), and 6.2 (i) and (j) of
the  Purchase and Sale  Agreement  has  occurred,  and (b) the Purchase and Sale
Agreement has not been amended, supplemented,  terminated (pursuant to Section 9
thereof or otherwise) or otherwise modified, except such amendments, supplements
or  modifications as (i) are permitted by the Merger  Agreement,  (ii) would not
reduce the aggregate  Purchase Price and would not affect  Sections 7.7, 7.8, or
12.2 of the  Purchase  and Sale  Agreement  and (iii) are  attached  as exhibits
hereto. On the Closing Date under the Purchase and Sale Agreement,  Buyer agrees
to deliver to Escrow Agent a certificate  reconfirming for the benefit of Escrow
Agent,  EIN and Lender  the  representations  and  warranties  of the  preceding
sentence  together  with the other  items  required  to be  delivered  to EIN as
provided in Section 7.8 of the Purchase and Sale Agreement.

     3. The Transferee hereby represents and warrants that (a) to its knowledge,
none of the conditions  described in Sections 6.1(i) and (j), and 6.2(i) and (j)
of the Subscription  Agreement has occurred,  and (b) the Subscription Agreement
has not been amended, supplemented, or terminated (pursuant to Section 9 thereof
or otherwise) or otherwise  modified,  except such  amendments,  supplements  or
modifications  as (i) are  permitted  by the  Merger  Agreement,  (ii) would not
reduce the  aggregate  cash portion of the  Transfer  Value and would not affect
Sections 7.7, 7.8, or 12.2 of the Subscription  Agreement and (iii) are attached
as exhibits hereto.  On the Closing Date under the Subscription  Agreement,  the
Transferee agrees to deliver to Escrow Agent a certificate  reconfirming for the
benefit of Escrow Agent,  EIN and Lender the  representations  and warranties of
the preceding sentence together with the other items required to be delivered to
EIN as provided in Section 7.8 of the Subscription Agreement.

     4. The Buyer hereby  further  confirms that (a) listed on Schedule I hereto
is a list of all items  required to be  delivered by the Buyer and/or the Seller
to Escrow Agent under  Sections  7.4 and 7.5 of the Purchase and Sale  Agreement
(the  "Purchase  Escrowed  Items"),  (b) all such items,  including the Purchase
Price,  have  been  delivered  to  Escrow  Agent  under  the  Purchase  and Sale
Agreement,  (c) the amount of the Purchase  Price is $______,  (d) the aggregate
amount of Asset Sales Proceeds (as such term is defined in the Purchase and Sale
Agreement) is $_______,  and (e) the Joint Direction  Letter required by Section
7.7 of the Purchase and Sale  Agreement has been  delivered by the Buyer and the
Seller to Escrow Agent.

     5. The Transferee  hereby  further  confirms that (a) listed on Schedule II
hereto is a list of all items required to be delivered by the Transferor  and/or
the  Transferee  under Sections 7.4 and 7.5 of the  Subscription  Agreement (the
"Subscription  Escrowed  Items"),  (b) all such items,  including  the  Transfer
Value, have been delivered to Escrow Agent under the Subscription Agreement, (c)
the amount of the cash portion of the Transfer Value, after giving effect to any
Reduction in Transfer Value as the result of the consummation on or prior to the
date  hereof  of any  Pending  Transactions  (as  such  term is  defined  in the
Subscription  Agreement) is $_____[,  the Reduction in Transfer Value is $______
and the Excess Amount (as such term is defined in the Subscription  Agreement is
$_______]),  and (d) the Joint  Direction  Letter required by Section 7.7 of the
Subscription  Agreement has been  delivered by the Transferor and the Transferee
to Escrow Agent.

     6. The Buyer hereby  irrevocably,  and without condition except as provided
in this paragraph, instructs Escrow Agent as follows:

     (a)  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 by Escrow Agent of notice that such filing has  occurred,
the Purchase  Escrowed Items shall be promptly  delivered by Escrow Agent to the
party entitled to same and, in particular,

          (i)  the  Purchase  Price  shall be  delivered,  by wire  transfer  of
               immediately  available funds, to the Surviving  Corporation or as
               it shall direct; and

          (ii) the aggregate  amount of Asset Sales Proceeds shall be delivered,
               by wire transfer of immediately  available funds, to the Buyer as
               follows: [Echelon Residential LLC wire instructions].

     (b) If (i) the Purchase and Sale Agreement has been terminated  pursuant to
Section 9.1 thereof,  or (ii) the Tender Offer Expiration Date does not occur on
or prior to the third Business Day after the date hereof,  the Purchase Escrowed
Items  shall be  promptly  delivered  by  Escrow  Agent to the  party  which had
previously  deposited same with Escrow Agent, and these instructions shall cease
to have any effect.

     7. The  Transferee  hereby  irrevocably,  and without  condition  except as
provided in this paragraph, instructs Escrow Agent as follows:

     (a)  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 by Escrow Agent of notice that such filing has  occurred,
the Subscription  Escrowed Items shall be promptly  delivered by Escrow Agent to
the party entitled to same and, in particular,

          (i)  the   Preferred   Stock  shall  be  delivered  to  the  Surviving
               Corporation;

         (ii)  the cash  portion  of the  Transfer  Value plus the amount of any
               Reduction in Transfer Value shall be delivered,  by wire transfer
               of immediately  available funds, to the Surviving  Corporation or
               as it shall direct;

        (iii)  an amount  equal to fifteen  (15%)  percent of any Excess  Amount
               shall be  delivered,  by wire transfer of  immediately  available
               funds, to Echelon Commercial LLC as follows:  [Echelon Commercial
               LLC wire instructions]; and

         (iv)  an amount  equal to  eighty-five  (85%)  percent  of such  Excess
               Amount  shall  be  delivered,  by wire  transfer  of  immediately
               available  funds,  to the  Transferee  for  credit  to  the  Cash
               Collateral  Account (as such term is defined in the Heller Lease)
               as follows:  [Heller  Affordable  Housing of Florida  Inc.,  Cash
               Collateral Account wire instructions].

     (b) If (i) the  Subscription  Agreement  has been  terminated  pursuant  to
Section 9.1 thereof,  or (ii) the Tender Offer Expiration Date does not occur on
or prior to the  third  Business  Day after the date  hereof,  the  Subscription
Escrowed  Items shall be promptly  delivered  by Escrow Agent to the party which
had previously  deposited same with Escrow Agent, and these  instructions  shall
cease to have any effect.

     8. These instructions may not be revoked, modified,  superseded or amended,
without the prior written consent of each of the Buyer, the Transferee,  EIN and
Lender.

     Please  acknowledge  your receipt hereof and of each of the Joint Direction
Letter,  Purchase Escrowed Items, and Subscription Escrowed Items, including the
Purchase  Price and the Transfer  Value,  and your  agreement,  irrevocably,  to
comply  herewith,  by signing the enclosed  copies of this letter and delivering
copies  hereof to each of the Buyer,  the  Transferee,  EIN and Lender.  EIN and
Lender and  joining in the  execution  hereof for the  purpose of  acknowledging
their receipt  hereof and  agreement to be bound  hereby,  subject to all of the
terms and conditions hereof.


<PAGE>



     IN WITNESS WHEREOF,  this  irrevocable  Joint  Instruction  Letter has been
signed this __ day of [February], 2000.

                                             ECHELON RESIDENTIAL LLC, as Buyer

                                             By:_____________________________
                                                Name:
                                                Title:

                                             HELLER AFFORDABLE HOUSING OF
                                             FLORIDA, INC., as Transferee

                                             By:_____________________________
                                                Name:
                                                Title:

ACKNOWLEDGED AND AGREED:

LANDAMERICA FINANCIAL GROUP

By:____________________________
   Name:_______________________
   Title:______________________

RECEIPT ACKNOWLEDGED:


EIN ACQUSITION CORPORATION

By:____________________________
   Name:_______________________
   Title:______________________


COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A
"RABOBANK NEDERLAND", NEW YORK BRANCH

By:____________________________
   Name:_______________________
   Title:______________________
<PAGE>
                                                                       EXHIBIT D

                                ESCROW AGREEMENT

          ESCROW AGREEMENT, dated as of January 21, 2000 (this "Agreement"),  by
and among ETA HOLDING LLC, a Delaware limited liability company ("Parent"),  EIN
ACQUISITION CORP., a Florida corporation and a direct wholly-owned subsidiary of
Parent ("Sub"),  ECHELON INTERNATIONAL  CORPORATION,  a Florida corporation (the
"Company"),  and LANDAMERICA  FINANCIAL GROUP, a Virginia  corporation  ("Escrow
Agent").


                              W I T N E S S E T H:


          WHEREAS,  Parent,  Sub and the Company  have entered into an Agreement
and Plan of Merger, dated as of January 21, 2000 (the "Merger  Agreement"),  and
in connection  with the  transactions  contemplated  thereby,  certain costs and
expenses,  as described in the certificate of the Chief Financial Officer of the
Company  to  be  delivered  pursuant  to  Section  4.17  thereof  (the  "Closing
Certificate"), are expected to be incurred;

          WHEREAS,  it is a condition to the  transactions  contemplated  by the
Merger  Agreement  that each of Parent,  Sub and the Company shall have executed
and delivered this Agreement; and

          WHEREAS,  Parent, Sub and the Company desire to execute this Agreement
in order to satisfy the condition  described in the preceding  paragraph and, in
connection  therewith,  desire to  appoint  LandAmerica  Financial  Group as the
escrow agent hereunder, and LandAmerica Financial Group is willing to act as the
escrow agent  hereunder in accordance  with the terms and  conditions  set forth
herein;

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
covenants herein contained, the parties hereto agree as follows:

          Section 1. Definitions.  Unless otherwise defined herein,  terms which
are defined in the Merger Agreement,  as in effect on the date hereof,  and used
herein are so used as so defined.

          Section 2. Filing of Articles of Merger.  (a) Promptly upon completion
of the preclearing process  contemplated in Section 4.18 of the Merger Agreement
with  respect to the  Articles of Merger,  and in any event prior to the date of
acceptance  for payment of the tendered  shares of Common Stock (and  associated
Rights) in  accordance  with the Offer,  Parent  shall  cause Sub to deliver the
precleared Articles of Merger to Escrow Agent.

          (b) On the date of acceptance  for payment and  immediately  following
payment to the paying agent  designated in the Offer Documents for not less than
80% of all the shares of Common Stock outstanding (calculated on a fully diluted
basis) in accordance with the Offer, Sub shall instruct Escrow Agent to file the
precleared  Articles of Merger  previously  delivered  to Escrow  Agent with the
office of the Department of State of the State of Florida in the manner required
by Section  607.1105 of the Florida  Business  Corporation  Act and Escrow Agent
agrees  to  effectuate  such  filing  of  the  precleared   Articles  of  Merger
immediately upon receipt by it of such instructions from Sub.

          Section 3. Establishment of Escrow Account. On the Escrow Closing Date
(as  defined in the Real  Estate  Disposition  Agreements),  the  Company  shall
deliver to Escrow Agent cash in an amount not less than the aggregate  amount of
all  transaction  expenses  (both  paid and  accrued)  set forth in the  Closing
Certificate  (whether invoiced or estimated),  including the aggregate amount of
all expenses itemized on Schedule A to the Closing Certificate that are incurred
(or to be  incurred)  by any  Person  other  than the  Company  (subject  to the
limitations  set  forth in  Exhibit  F to the  Merger  Agreement)  (the  "Escrow
Amount")  and such cash shall be  accepted  by Escrow  Agent and  placed  into a
separate   interest-bearing  escrow  account  (the  "Escrow  Account")  with  an
institution the deposits in which are insured by an agency of the United States;
provided that,  interest  accruing  thereon shall  constitute part of the Escrow
Amount.  The Escrow Amount shall be held and administered in accordance with the
terms and  conditions  of this  Agreement.  A form W-9 will be  provided  by the
Company.

          Section 4. Disbursements of the Escrow Amount. (a) Simultaneously with
the consummation of the Merger, the Company shall cause written  instructions in
the form  attached  as  Exhibit A hereto to be  delivered  to Escrow  Agent with
respect to all transaction expenses (other than those for which no invoices have
been provided). Within one Business Day after receipt of written instructions in
the form attached as Exhibit A hereto signed by any person identified on Exhibit
B hereto  (collectively,  the "Authorized  Persons"),  Escrow Agent shall make a
disbursement  from the Escrow  Account to the Persons,  and in such amounts,  as
specified in Schedule A to the Closing  Certificate;  provided  that in no event
shall Escrow Agent make any  disbursement  from the Escrow  Account in an amount
greater than the aggregate Escrow Amount. It is expressly  understood and agreed
that (i) in no event shall the  direction,  instruction,  consent or approval of
Parent,  Sub or the  Company  be  required  in  order to  authorize  or make any
disbursement  from the  Escrow  Account  in  accordance  with the  terms of this
Section  4(a)  and (ii) in no  event  shall  the  provisions  of this  Agreement
(including Exhibit B hereto) be amended,  modified or supplemented in any manner
(A) to limit the authority of any of the Authorized Persons to give disbursement
instructions  to Escrow Agent in accordance  with the terms of this Section 4(a)
or (B) to grant any person  (other than the  Authorized  Persons as in effect on
the date of this Agreement) any authority to give  disbursement  instructions to
Escrow Agent,  in each case without the prior written  consent of (i) any of the
Authorized  Persons  and (ii) any of the  officers  of  Parent  whose  signature
appears on  Exhibit B. Each of the  Authorized  Persons  shall be a third  party
beneficiary  of this Section 4(a) solely for the purpose of enforcing  the terms
of this Section 4(a) subsequent to the Merger.

          (b) In the event of a dispute  between the  parties  hereto or between
the parties  hereto and the  Authorized  Officers,  Escrow Agent  shall,  in its
discretion,  be entitled to transfer to a court of  competent  jurisdiction  all
amounts  then held in the Escrow  Account and,  upon such  transfer and upon the
commencement of appropriate  proceedings  therein in the nature of interpleader,
the Escrow Account shall be deemed dissolved and this Agreement shall terminate.

          Section 5. Termination of Escrow Account and Escrow Agreement.  Within
one  Business  Day  after  the  Closing  Date (as  defined  in the  Real  Estate
Disposition  Agreements),  unless  this  Agreement  shall  have been  previously
terminated  pursuant to Section 4(b) hereof,  Escrow Agent shall  deliver to Sub
(or its successor) any and all amounts remaining in the Escrow Account and, upon
such delivery,  the Escrow Account shall be deemed  dissolved and this Agreement
shall terminate.

          Section 6. Rights,  Duties and Immunities of Escrow Agent.  Acceptance
by Escrow Agent of its duties under this  Agreement is subject to the  following
terms and  conditions,  which all parties to this  Agreement  hereby agree shall
govern and control the rights, duties and immunities of Escrow Agent:

          (a) The duties and  obligations  of Escrow  Agent shall be  determined
solely by the express provisions of this Agreement and Escrow Agent shall not be
liable  except  for  the  performance  of such  duties  and  obligations  as are
specifically set forth in this Agreement.

          (b)  Escrow  Agent  shall not be  responsible  in any  manner  for the
validity or sufficiency of any property delivered hereunder, or for the value or
collectability  of any note, check or other instrument so delivered,  or for any
representations  made or  obligations  assumed by any party  other  than  Escrow
Agent.  Nothing  herein  contained  shall be deemed to obligate  Escrow Agent to
deliver  any cash,  instruments,  documents  or any other  property  referred to
herein,  unless the same shall have first been received by Escrow Agent pursuant
to this Agreement.

          (c) Each of Parent, Sub and the Company,  jointly and severally,  will
indemnify Escrow Agent for, and hold it harmless against any loss,  liability or
expense,  including but not limited to counsel fees, incurred without bad faith,
gross  negligence,  fraud or intentional  misconduct on the part of Escrow Agent
arising out of or in conjunction  with its acceptance of, or the  performance of
its  duties  and  obligations  under  this  Agreement  as well as the  costs and
expenses of defending  against any claim or liability arising out of or relating
to this Agreement.

          (d) Escrow  Agent  shall be fully  protected  in acting on and relying
upon any written notice,  direction,  request, waiver, consent, receipt or other
paper or documents which Escrow Agent in good faith believes to have been signed
and presented by the proper party or parties.

          (e) Escrow Agent shall not be liable for any error of judgment, or for
any act done or step taken or omitted by it in good faith or for any  mistake in
act or law, or for anything  which it may do or refrain from doing in connection
herewith,  except  its own bad faith,  gross  negligence,  fraud or  intentional
misconduct.

          (f) Escrow Agent may seek the advice of legal  counsel in the event of
any dispute or question as to the  construction of any of the provisions of this
Agreement or its duties hereunder,  and it shall incur no liability and shall be
fully  protected  in respect of any action  taken,  omitted or suffered by it in
good faith in accordance with the opinion of such counsel.

          The parties hereto agree that should any dispute arise with respect to
the payment,  ownership or right of  possession  of the Escrow  Account,  Escrow
Agent is authorized  and directed to proceed in accordance  with Section 4(b) or
retain in its possession, without liability to anyone, except for its bad faith,
willful  misconduct or gross  negligence,  all or any part of the Escrow Account
until such  dispute  shall have been settled  either by mutual  agreement by the
parties concerned or by the final order,  decree or judgment of a court or other
tribunal of competent  jurisdiction in the United States,  and a notice executed
by the parties to the  dispute or their  authorized  representatives  shall have
been  delivered to Escrow Agent  setting  forth the  resolution  of the dispute.
Escrow Agent shall be under no duty  whatsoever to institute,  defend or partake
in such proceedings.

          (g) The  agreements set forth in Section 4(b) and this Section 6 shall
survive  the  termination  of this  Agreement  and the  payment  of all  amounts
hereunder.

          Section 7.  Resignation  of Escrow Agent.  Escrow Agent shall have the
right to resign  upon 30 days  written  notice to Parent,  the  Company  and the
Authorized  Persons.  In the event of such resignation,  with the consent of the
Parent and the  Authorized  Persons,  which  consent shall not  unreasonably  be
withheld, the Parent and the Authorized Persons shall appoint a successor escrow
agent  hereunder  by  delivering  to  Escrow  Agent  a  written  notice  of such
appointment.  Upon  receipt of such notice,  Escrow  Agent shall  deliver to the
designated  successor  escrow agent all money and other  property held hereunder
and  shall  thereupon  be  released  and  discharged  from  any and all  further
responsibilities  whatsoever  under this Agreement.  It is understood and agreed
that the Authorized Persons shall be third party beneficiaries of this Section 7
solely for the purpose of enforcing  the terms of this  Section 7 subsequent  to
the Merger.

          Section 8.  Notices.  All  claims,  notices  and other  communications
hereunder to be  effective  shall be in writing and shall be deemed to have been
duly given when  delivered by hand, or 5 days after being  deposited in the mail
or sent by registered or certified first class mail postage prepaid,  or, in the
case of facsimile transmission,  when received and telephonically  confirmed, in
each case  addressed to the parties at the addresses set forth below (or to such
other person or address as the parties shall have notified each other and Escrow
Agent in  writing;  provided  that  notices  of a  change  of  address  shall be
effective only upon receipt thereof):

          (a) if to the Company or any of the Authorized  Persons, to it or such
person at:

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

          Attention:  Darryl A. LeClair

          with a copy to:

          Echelon International Corporation
          450 Carillon Parkway, Suite 200
          St. Petersburg, Florida  33716
          Telecopier:  (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
          Telecopier:  (212) 354-8113

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

          (b) if to Parent or Sub (or its successor), to it at:

          950 Third Avenue
          New York, New York  10022
          Telecopier:  (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
          Telecopier:  (212) 840-2429

          Attention:  Robert M. Unger, Esq.

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

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

          Attention:  Juanita M. Shuster


          Section 9. Binding  Effect.  This Agreement shall inure to the benefit
of and be binding upon the parties hereto and, with respect to the provisions of
Sections 4(a) and 7 hereof, shall inure to the benefit of the Authorized Persons
who are  intended to be third  party  beneficiaries  thereof,  and, in each such
case,  their  respective  successors  and  permitted  assigns,  but neither this
Agreement nor any of the rights,  interests or  obligations  hereunder  shall be
assigned by any of the parties hereto  without the prior written  consent of the
other parties.

          Section 10.  Amendments.  This  Agreement may be amended,  modified or
supplemented at any time or from time to time in writing executed by the parties
to this Agreement.

          Section 11.  Governing  Law. This  Agreement  shall be governed by and
construed  and  enforced  in  accordance  with the laws of the State of New York
applicable to contracts to be performed  entirely  within the State of New York,
without reference to or application of rules or principles of conflicts of law.

          Section 12. Interpretation.  The headings of the sections contained in
this Agreement are solely for  convenience or reference and shall not affect the
meaning or interpretation of this Agreement.

          Section 13.  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

          Section 14. Consent to Jurisdiction. Each of the parties hereto hereby
irrevocably agrees that any action,  suit or proceedings  against any of them by
any of the other aforementioned  parties with respect to this Agreement shall be
brought before the exclusive jurisdiction of the federal or state courts located
in the  Borough of  Manhattan  in the State of New York,  unless all the parties
hereto agree in writing to any other  jurisdiction.  Each of the parties  hereto
hereby submits to such exclusive jurisdiction.

          Section 15. Severability. If any provisions of this Agreement shall be
declared by any court of competent  jurisdiction illegal, void or unenforceable,
the other provisions  shall not be affected,  but shall remain in full force and
effect.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and the year first above written.


                                       ETA HOLDING LLC

                                       By:  ETA Holding Corp., its Manager


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:




                                       EIN ACQUISITION CORP.


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:




                                       ECHELON INTERNATIONAL CORPORATION


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:




                                       LANDAMERICA FINANCIAL GROUP


                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:




<PAGE>
                                                                       EXHIBIT A


                          FORM OF WRITTEN INSTRUCTIONS

                                                                          [Date]

LandAmerica Financial Group
3922 Coconut Palm Drive, Suite 102
Tampa, Florida  33619

Attention:  Juanita M. Shuster

Re:  Escrow Agreement, dated as of January 21, 2000 (the "Escrow Agreement"), by
     and among ETA Holding LLC, EIN  Acquisition  Corp.,  Echelon  International
     Corporation and LandAmerica Financial Group, as Escrow Agent

The  undersigned  is an  Authorized  Person  under the Escrow  Agreement  and is
authorized to give the disbursement  instructions  set forth below.  Please make
the following  disbursement  via wire  transfer  from the Escrow  Account to the
account  listed  below  within  one  Business  Day after  your  receipt of these
instructions:

          Amount:                $_______________
          Wiring  Instructions:   _______________
          To:                     _______________
          Account No.:            _______________
          Credit to:              _______________


The  foregoing  disbursement  is in  [complete]  [partial]  satisfaction  of the
Transaction  Expense  identified  as  Item  ____  on  Schedule  I to the  Escrow
Agreement.  The  balance  in the  Escrow  Account  after  giving  effect  to all
disbursements previously made from the Escrow Account and after giving effect to
the foregoing disbursement is $______________.1

We appreciate your cooperation.

Very truly yours,


---------------------
Authorized Person

cc:      James Haber (agent for ETA Holding LLC)
         Robert M. Unger (Brown Raysman Millstein Felder and Steiner LLP)






_______________
1     Must be greater than $0.

<PAGE>
                                                                       EXHIBIT B





              PERSONS AUTHORIZED TO GIVE DISBURSEMENT INSTRUCTIONS

       Name and Title                                        Signature

     Darryl A. LeClair,
 Chairman, President and CEO                           ______________________

     W. Michael Doramus,
   Executive Vice President                            ______________________

     Susan Glatthorn Johnson,
     Senior Vice President                             ______________________



       PERSONS AUTHORIZED TO CONSENT TO MODIFICATIONS ON BEHALF OF PARENT


       Name and Title                                        Signature

         James Haber,
          President                                    ______________________
      ETA Holding Corp.,
  Manager of ETA Holding LLC

         Irwin Rosen,
        Vice President                                 ______________________
       ETA Holding Corp.,
   Manager of ETA Holding LLC
<PAGE>
                                                                       EXHIBIT E

                                ESCROW AGREEMENT


          This ESCROW   AGREEMENT,   dated  as  of  January  __,  2000  (this
"Agreement"),  among EIN ACQUISITION CORP., a Florida corporation (together with
any successor by merger,  the "Sub"),  ECHELON  INTERNATIONAL  CORP.,  a Florida
corporation (the "Company"), and COOPERATIEVE CENTRALE  RAFFEISEN-BOERENLEENBANK
B.A., NEW YORK BRANCH, in its capacity as escrow agent, (the "Escrow Agent").

                                    RECITALS

          A. The Company and Sub have entered into Agreement and Plan of Merger,
dated  January __,  2000 (the  "Merger  Agreement").  Unless  otherwise  defined
herein,  capitalized terms used shall have the meanings  specified in the Merger
Agreement.

          B. In order to facilitate the transaction contemplated by the Merger
Agreement,  the Company has agreed to deposit  into escrow cash in the amount of
$________ (the "Escrow Fund"), to be held and distributed by the Escrow Agent in
accordance with this Agreement.

          C. The  Escrow  Agent  will hold the  Escrow  Fund in  escrow  for the
benefit of the Sub and the Company.

                                   AGREEMENT

          NOW,  THEREFORE,  in  consideration  of the  foregoing  and the mutual
agreements  contained  herein and in the Merger  Agreement,  and intending to be
legally bound hereby, the parties hereby agree as follows:

          1.  Appointment and Agreement of Escrow Agent. The Company and the Sub
hereby  appoint the Escrow Agent to serve as, and the Escrow Agent hereby agrees
to act as,  escrow agent upon the terms and  conditions of this  Agreement.  Sub
shall pay all fees and  expenses of the Escrow Agent for services to be rendered
by Escrow Agent hereunder.

          2. Establishment of the Escrow Fund.

          (a) In accordance with terms of the Merger  Agreement,  simultaneously
with the  consummation  of the Merger,  the Company shall deliver or cause to be
delivered to the Escrow Agent,  the Escrow Fund. The Escrow Agent shall hold the
Escrow Fund in escrow pursuant to this Agreement.

          (b) Each of Sub and the Company  confirms  to the Escrow  Agent and to
each  other  that all  amounts  in the  Escrow  Fund  are free and  clear of all
Encumbrances (as defined below), except as may be created by this Agreement.

          "Encumbrances"  means any security interest,  pledge,  mortgage,  lien
(including,   without   limitation,   environmental  and  tax  liens),   charge,
encumbrance,  adverse claim, preferential arrangement or restriction of any kind
including,  without  limitation,  any restriction on the use, voting,  transfer,
receipt of income or other exercise of any attributes of ownership.

          3. Release from Escrow.  Notwithstanding anything else to the contrary
contained  herein,  in the Merger  Agreement or in any other  related  document,
immediately  following  the  receipt of notice of the filing of the  Articles of
Merger, the Escrow Agent shall transfer entire balance of the Escrow Fund to the
Sub's account with the Escrow Agent.

          4. Assignment of Rights to the Escrow Fund: Assignment of Obligations;
Successors.  This Agreement may not be assigned by operation of law or otherwise
without the express  written  consent of the other parties hereto (which consent
may be granted  or  withheld  in the sole  discretion  of such  other  parties);
provided,  however,  that it is  expressly  understood  and agreed  that (i) EIN
Acquisition  Corp.  shall,  upon the terms and subject to the  conditions of the
Merger Agreement, be merged with and into Echelon International  Corporation,  a
Florida corporation,  which, in turn, shall be merged with and into EIN Corp., a
Delaware corporation,  each of which shall be bound by and become a party hereto
as and from the date of such  respective  mergers in accordance  with applicable
law  and  (ii)  the  Sub  may  assign  its  rights   under  this   Agreement  to
Utrecht-America  Finance Co.  ("UAFC") and the other  Lenders (as defined in the
Credit  Agreement dated as of January __, 2000 among Sub, UAFC and  Cooperatieve
Centrale  Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch,
as agent)(UAFC and the other Lenders, collectively referred to as the "Lender").
This  Agreement  shall be binding  upon and inure  solely to the  benefit of the
parties hereto and their permitted assigns.

          5. Liquidation of the Escrow Fund.  Whenever the Escrow Agent shall be
required to make  payment of the Escrow  Fund,  the Escrow  Agent shall pay such
amounts by liquidating  the  investments of the Escrow Fund, as the case may be,
to the extent necessary to pay such amounts in full and in cash.

          6. Maintenance of the Escrow Fund; Termination of the Escrow Fund. The
Escrow Agent shall  continue to maintain  the Escrow  Fund,  as the case may be,
until  the  earlier  of (i) the  time at which  there  shall be no funds in such
Escrow Fund or (ii) the termination of this Agreement.

          7.  Investment  of Escrow  Fund.  The Escrow  Agent  shall  invest and
reinvest  moneys on  deposit  in the  Escrow  Fund,  in any  combination  of the
following:  (a) readily  marketable direct  obligations of the Government of the
United  States or any agency or  instrumentality  thereof or readily  marketable
obligations  unconditionally  guaranteed  by the full  faith  and  credit of the
Government of the United States, (b) insured certificates of deposit of, or time
deposits  with,  any  commercial  bank that is a member of the  Federal  Reserve
System and which issues (or the parent of which issues)  commercial  paper rated
as described in clause (c), is organized  under the laws of the United States or
any State thereof and has combined capital and surplus of at least $1 billion or
(c)  commercial  paper in an  aggregate  amount of no more than  $1,000,000  per
issuer  outstanding at any time,  issued by any corporation  organized under the
laws of any State of the United  States,  rated at least "Prime 1 " (or the then
equivalent  grade) by Moody's  Investors  Services,  Inc. or "A 1 " (or the then
equivalent  grade) by Standard & Poors, Inc. It is agreed for federal income tax
purposes that the parties  herein shall treat the Escrow Fund as a grantor trust
established  by Sub. The Interest shall be included on Sub's tax return as it is
earned by the Escrow Fund in accordance with Sub's method of tax accounting.

          8. Escrow Agent.

          (a) Except as expressly  contemplated  by this Agreement or by written
instructions from the Company,  the Sub and their permitted assigns,  the Escrow
Agent shall not deliver any funds  constituting the Escrow Fund, except pursuant
to an order of a court of competent jurisdiction.

          (b) The duties and obligations of the Escrow Agent shall be determined
solely by this  Agreement,  and the Escrow Agent shall not be liable  except for
the performance of such duties and obligations as are  specifically set forth in
this Agreement.

          (c) In the performance of its duties hereunder, the Escrow Agent shall
be entitled to rely upon any document, instrument or signature believed by it in
good faith to be genuine and signed by any party hereto or an authorized officer
or agent thereof, and shall not be required to investigate the truth or accuracy
of any statement contained in any such document or instrument.  The Escrow Agent
may assume that any Person  purporting to give any notice in accordance with the
provisions of this Agreement has been duly authorized to do so.

          (d) The Escrow Agent shall not be liable for any error of judgment, or
any action taken, suffered or omitted to be taken,  hereunder except in the case
of its negligence, bad faith or willful misconduct. The Escrow Agent may consult
with counsel of its own choice (including  in-house counsel) and shall 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.

          (e) The Sub and the Company  shall  reimburse and indemnify the Escrow
Agent  for,  and hold it  harmless  against,  any loss,  liability  or  expense,
including,  without  limitation,  reasonable  attorneys' fees,  incurred without
negligence,  bad faith or willful  misconduct  on the part of the  Escrow  Agent
arising out of, or in connection  with the acceptance of, or the performance of,
its duties and obligations under this Agreement.

          (f) The Escrow Agent may at any time resign by giving twenty  business
days' prior written notice of  resignation  to the Sub and the Company.  The Sub
and the Company may, with the consent of their  permitted  assigns,  at any time
jointly  remove the Escrow Agent by giving ten  business  days'  written  notice
signed by each of them to the Escrow Agent.  If the Escrow Agent shall resign or
be removed,  a successor  Escrow  Agent,  which shall be a bank or trust company
having its principal  executive offices in New York and assets in excess of $1.5
billion, and which shall be reasonably acceptable to the Sub and their permitted
assigns, shall be appointed by the Company by written instrument executed by the
Company and  delivered  to the Escrow Agent and to such  successor  Escrow Agent
and, thereupon, the resignation or removal of the predecessor Escrow Agent shall
become effective and such successor Escrow Agent,  without any further act, deed
or  conveyance,  shall become  vested with all right,  title and interest to all
cash and  property  held  hereunder  of such  predecessor  Escrow  Agent.  If no
successor  Escrow Agent shall have been appointed within twenty business days of
a  notice  of  resignation  by  the  Escrow  Agent,   the  Escrow  Agent's  sole
responsibility shall thereafter be to hold the Escrow Fund until the earliest of
(i) its receipt of designation of a successor Escrow Agent,  (ii) its receipt of
a written  instruction  by the Sub, the Company and their  permitted  assigns or
(iii) termination of this Agreement in accordance with its terms.

          9. Termination. This Agreement shall terminate on the earlier date (i)
on which all funds in the Escrow Fund have been delivered  pursuant to the terms
hereof or (ii) the Sub,  the  Company,  their  permitted  assigns and the Escrow
Agent agree in writing to terminate this Agreement.

          10.  Notices.  All  notices,   requests,  claims,  demands  and  other
communications  delivered  hereunder  shall be in writing  and shall be given or
made (and  shall be deemed to have  been  duly  given or made upon  receipt)  by
delivery in person, by courier service, by cable, by telecopy, by telegram or by
registered or certified mail (postage prepaid,  return receipt requested) to the
respective  parties at the  following  addresses (or at such other address for a
party as shall be specified in a notice  given in  accordance  with this Section
7):

          (a) if to the Sub, at its address set forth in the Merger Agreement.

          (b) if to the  Company,  at  its  address  set  forth  in the  Merger
     Agreement.

          (c) if to the Escrow Agent:

              245 Park Avenue
              New York, NY 10167-0062
              Fax: (212) 808-2585
              Attention: Chris Kortlandt

          11.  Governing Law. This Agreement shall be governed by, and construed
in accordance  with,  the laws of the State of New York  applicable to contracts
executed and to be performed entirely within that State without giving effect to
principles  thereof  relating to  conflicts  of law rules that would  direct the
application of the laws of another jurisdiction.

          12.  Amendments.  This Agreement may not be amended or modified except
(a) by an  instrument  in  writing  signed  by, or on behalf  of,  the Sub,  the
Company,  their  permitted  assign  and the  Escrow  Agent or (b) by a waiver in
accordance with Section 10 of this Agreement.

          13.  Waiver.  Any  party  hereto  may  (i)  extend  the  time  for the
performance  of any  obligation  or other act of any other party  hereto or (ii)
waive  compliance  with any agreement or condition  contained  herein.  Any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed by the party or  parties to be bound  thereby.  Any waiver of any term or
condition  shall  not be  construed  as a waiver of any  subsequent  breach or a
subsequent  waiver of the same term or condition,  or a waiver of any other term
or condition,  of this Agreement.  The failure of any party to assert any of its
rights hereunder shall not constitute a waiver of any of such rights.

          14. Severability.  If any term or other provision of this Agreement is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic  and legal  substance of
the  transactions  contemplated  by this Agreement is not affected in any manner
adverse to any party. Upon such  determination  that any term or other provision
is invalid,  illegal or incapable of being  enforced,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in a mutually  acceptable manner in
order that the  transactions  contemplated  by this  Agreement be consummated as
originally contemplated to the fullest extent possible.

          15. Entire Agreement.  This Agreement constitutes the entire agreement
of the parties  hereto with respect to the subject  matter hereof and supersedes
all prior agreements and undertakings, both written and oral, among the Sub, the
Company and the Escrow Agent with respect to the subject matter hereof.

          16. No Third Party  Beneficiaries.  Except with  respect to  permitted
assigns,  this Agreement is for the sole benefit of the parties hereto and their
permitted  assigns and  nothing  herein,  express or implied,  is intended to or
shall  confer  upon any other  person or entity  any legal or  equitable  right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.

          17. Headings. The descriptive headings contained in this Agreement are
included for  convenience  of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.

          18.  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts, and by different parties hereto in separate counterparts,  each of
which when duly executed shall be deemed to be an original but all of which when
taken together shall constitute one and the same agreement.




                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)



<PAGE>



          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be  executed as of the date first  written  above by their  respective  officers
thereunto duly authorized.


                                 EIN ACQUISITION CORP.


                                 By:______________________________
                                    Name:  _______________________
                                    Title: _______________________



                                 ECHELON INTERNATIONAL CORP.


                                 By:_____________________________
                                    Name:
                                    Title:



                                 COOPERATIEVE CENTRALE
                                 RAFFEISEN-BOERENLEENBANK B.A.,
                                 "RABOBANK NEDERLAND",
                                 NEW YORK BRANCH


                                 By:___________________________
                                    Name:
                                    Title:


                                 By:___________________________
                                    Name:
                                    Title:
<PAGE>
                                                                       EXHIBIT F


                          FORM OF CLOSING CERTIFICATE


                        ECHELON INTERNATIONAL CORPORATION
                               CLOSING CERTIFICATE

          I, the undersigned,  Chief Financial Officer of Echelon  International
Corporation,  do hereby  certify,  solely in my  capacity  as an  officer of the
Company and not in my individual capacity, on behalf of the Company, to the best
of my knowledge,  that the  following is true and complete,  as of the Effective
Date:



1.       Unrestricted Cash in Company:               $ ____________1

2.       Proceeds from Purchase and Sale Agreement:  $ ____________2

3.       Proceeds from Subscription Agreement:       $ ____________3

4.       Assumed Proceeds:                           $ ____________4

5.       Total Cash Available:                       $ ____________


Less:

1.       Transaction Expenses Paid:                  $ (____________)
                                                       (See attached schedule)

2.       Transaction Expenses Accrued:               $ (____________)
                                                       (See attached schedule)

3.       Total Transaction Expenses:                 $ (____________)5


Equal:

1.       Net Cash (including Tender Consideration):  $ ____________6



<PAGE>


Endnotes:

1        This amount shall,  in any event,  include (i) the aggregate  amount of
         funds to be deposited in escrow under the LandAmerica  Escrow Agreement
         and (ii) the aggregate  amount of funds to be deposited in escrow under
         the Rabobank Escrow Agreement.

2        Assume  consummation of the  transactions set forth in the Purchase and
         Sale  Agreement  as of the  date of  this  certificate,  including  the
         application  of a credit  against the purchase price under the Purchase
         and Sale  Agreement  in an amount  equal to the Excess  Cash Amount (as
         defined in the Purchase and Sale Agreement).

3        Assume   consummation  of  the   transactions   set  forth  in  the
          Subscription Agreement as of the date of this certificate.

4        Parent has  represented  to the  Company  that,  for  purposes  of this
         certificate,  the amount of the Assumed  Proceeds shall be $130,258,531
         (which  amount  is a fixed  amount  and  not  subject  to any  downward
         adjustment for any reason  whatsoever)  and the Company  (including the
         officer of the Company executing this certificate) shall be entitled to
         rely, and shall be fully  protected (and shall have no liability to any
         Person) in relying, upon such representation of Parent.

5        It is agreed  among the  parties  to the  Merger  Agreement  that,  for
         purposes of calculating  Transaction  Expenses (both paid and accrued),
         (i) the aggregate amount of any and all Transaction  Expenses  incurred
         (or to be incurred) by any party other than the Company as set forth on
         Schedule A to this certificate  shall be capped at $1,200,000,  (ii) if
         certain Transaction  Expenses have not yet been incurred as of the date
         of this certificate,  good-faith estimates of such Transaction Expenses
         shall be used and (iii) Transaction  Expenses shall include, but not be
         limited  to, all  expenses  of the type  itemized on Schedule A to this
         certificate (including, without limitation, payment of the Cash Payment
         required by Section 2.09 of the Merger  Agreement,  payment of the fees
         and expenses of  Donaldson,  Lufkin & Jenrette  Securities  Corporation
         pursuant to Section 3.01(o) of the Merger  Agreement and payment of any
         amounts  required  to be paid  pursuant  to Section  4.09 of the Merger
         Agreement).

6        This amount shall be equal to the sum of (i) $233,528,672 plus (ii) the
         aggregate  amount of rent  payments,  whether in arrears or in advance,
         actually  received by the Company with respect to the  Leveraged  Lease
         Portfolio during the period from February 1, 2000 through the Effective
         Date.



<PAGE>


                        SCHEDULE A TO CLOSING CERTIFICATE

                          LIST OF TRANSACTION EXPENSES



            List of Costs incurred (or to be incurred) by the Company


     Fee to Donaldson, Lufkin & Jenrette
     Reimbursement of Out-of-Pocket Expenses to Donaldson, Lufkin & Jenrette
     Assumption and Assignment fees to Company's Lenders
     Reimburse Company's Lenders for Out of Pocket Legal Costs
     Company Legal Costs
     Directors and Officers Insurance Policy
     SEC & Hart-Scott-Rodino Filing Fees
     Documentary Stamps and Recording Fees
     Title Insurance
     Company Accounting & Tax Fees
     Company Administrative Costs
     Company Payroll through Date of Closing
     Change in Control Payments to Company Contract Employees (netted  for
       Executive Loan Repayments)
     Excise and Other Tax Gross-Up Payments
     Cash Payment in Lieu of Stock for Executive LTIP Shares
     Cash Payment for All Outstanding Options in Lieu of Shares


              List of Costs incurred (or to be incurred) by Parties
                             Other than the Company

     Transfer Agent Fees
     Tender Offer Printing Costs
     Tender Offer Solicitation and Distribution Costs