EXHIBIT 4(c)
                                 PROMISSORY NOTE

$27,247.83                                             ___________________, 1996
                                                       Hollywood, Florida

         FOR VALUE RECEIVED,  ROYAL PALM BEACH COLONY,  LIMITED  PARTNERSHIP,  a
Delaware  limited  partnership,  promises  to pay to the  order of HASAM  REALTY
LIMITED  PARTNERSHIP,  a Florida limited  partnership,  at its principal  office
located in Hollywood,  Florida (or such other place as the holder may designate)
the principal sum of Twenty-Seven  Thousand Two Hundred  Forty-Seven Dollars and
83/100  ($27,247.83),  plus interest  thereon from date at the Rate  hereinafter
defined.

         For purposes hereof, "Prime Rate" means the highest fluctuating rate of
interest per annum as published by the Wall Street Journal. The outstanding loan
principal  balance shall bear interest at a variable rate per annum equal to the
Prime  Rate plus two  percent  (2.0%).  The  interest  rate  hereunder  shall be
adjusted daily in accordance with fluctuations in the Prime Rate. Interest shall
be  computed on the basis of a daily  amount of  interest  accruing on the daily
outstanding  principal  balance  during a 360 day year  multiplied by the actual
number of days the  principal is  outstanding  during such  applicable  interest
period.

         The then outstanding  principal  balance of this Note, plus all accrued
but unpaid  interest,  shall be due and payable on August 31,  1996,  or earlier
upon the sale,  transfer or other  conveyance of all or any part of the property
securing this Note (the "Maturity Date").

         After default or maturity or upon  acceleration,  and  thereafter,  the
unpaid  indebtedness  then evidenced by this Note shall bear interest at a fixed
rate equal to the maximum rate then permitted by applicable law.

         In no event shall this Note permit the collection of any interest which
would be usurious under the law governing this transaction. If any such interest
in excess of the maximum rate allowable under applicable law has been collected,
Maker  agrees  that the amount of  interest  collected  above the  maximum  rate
permitted by applicable law, together with interest thereon at the rate required
by applicable  law, shall be refunded to Maker,  and Maker agrees to accept such
refund.

         This  Note may be  prepaid  in  whole  or in part at any  time  without
penalty.

         Anyone  now or at any time  liable for  payment  of this Note,  whether
directly or indirectly,  hereby waives presentment,  protest,  notice of protest
and dishonor.

         Maker further agrees to pay all costs of collection,  including without
limitation a reasonable  attorney's  fee, in case the  principal of this Note or
any installment of interest  thereon is not paid when due, or in case it becomes
necessary to protect the security hereof, whether suit be brought or not.

         This Note is  secured by a first  mortgage  dated  June 29,  1995,  and
recorded in the official records of Palm Beach, Florida at Official Records Book
8834, at Page 126,  encumbering  certain  property in the State of Florida,  and
represents deferred and unpaid interest on a promissory note dated June 29, 1995
in the original  principal amount of $500,000 (the "Promissory  Note") and shall
be of equal  dignity and priority  with said  Promissory  Note,  and as given in
consideration  of Payee's  forbearance  and waiver of  Maker's  past  default in
payment of  installments  of interest due under said  Promissory  Note and first
mortgage, and is to be construed and enforced according to the laws of the State
of Florida;  upon default in the payment of principal  and/or interest when due,
the whole sum of principal and interest remaining unpaid shall, at the option of
the holder, become immediately due and payable.

         MAKER HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED  HEREON,  OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY DOCUMENT  EXECUTED
IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER  ORAL OR  WRITTEN)  OR ACTIONS  OF MAKER,  GUARANTORS  OR HOLDER.  THIS
PROVISION IS A MATERIAL  INDUCEMENT  FOR THE HOLDER'S  MAKING THE LOAN EVIDENCED
HEREBY.

         IN WITNESS  WHEREOF,  Maker has caused this Note to be duly executed as
of the day and year first above written.

                  ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                  By:      STEIN MANAGEMENT COMPANY, INC., a
                           Florida corporation, Managing General Partner

                  By:      ________________________________________________
                                                      , President

                                             [Corporate Seal]


                  Attest:  ________________________________________________
                                                      , Secretary
<PAGE>
                                                                    EXHIBIT 4(d)
                                PROMISSORY NOTE


S500,000.00                                                        June 29, 1995
                                                              Hollywood, Florida


FOR VALUE RECEIVED,  ROYAL PALM BEACH COLONY,  LIMITED  PARTNERSHIP,  a Delaware
limited  partnership,  promises  to pay to the  order  of HASAM  REALTY  LIMITED
PARTNERSHIP,  a Florida limited partnership,  at its principal office located in
Hollywood,  Florida  (or such  other  place as the  holder  may  designate)  the
principal  sum of Five Hundred  Thousand  Dollars  ($500,000.00),  plus interest
thereon from date at the Rate hereinafter defined.

For purposed hereof, "Prime Rate" means the highest fluctuating rate of interest
per  annum as  published  by the  Wall  Street  Journal.  The  outstanding  loan
principal  balance shall bear interest at a variable rate per annum equal to the
Prime  Rate plus two  percent  (2.0%).  The  interest  rate  hereunder  shall be
adjusted daily in accordance with fluctuations in the Prime Rate. Interest shall
be  computed on the basis of a daily  amount of  interest  accruing on the daily
outstanding  principal  balance  during a 360-day year  multiplied by the actual
number of days the  principal is  outstanding  during such  applicable  interest
period.

Interest  accrued in accordance with this Note shall be due and payable monthly,
in arrears,  on the first day of each month  immediately  following the calendar
month for which said interest has accrued. All accrued but unpaid interest shall
be due and payable in full on the Maturity Date hereinafter defined.

The then outstanding principal balance of this Note, plus all accrued but unpaid
interest,  shall be due and payable one (l) year from the date of this Note,  or
earlier upon the sale,  transfer or other  conveyance  of all or any part of the
property securing this Note (the "Maturity Date").

Should Maker fail to pay the  installments  of interest on any due date provided
for herein, then Maker further promises to to pay a late payment charge equal to
four percent (4%) of the amount of the unpaid installment.

After  default or  maturity or upon  acceleration,  and  thereafter,  the unpaid
indebtedness  then  evidenced  by this Note shall bear  interest at a fixed rate
equal to the maximum rate then permitted by applicable law.

In no event shall this Note permit the collection of any interest which would be
usurious  under the law  governing  this  transaction.  If any such  interest in
excess of the maximum rate allowable  under  applicable law has been  collected,
Maker  agrees  that the amount of  interest  collected  above the  maximum  rate
permitted by applicable law, together with interest thereon at the rate required
by applicable  law, shall be refunded to Maker,  and Maker agrees to accept such
refund.

This Note may be prepaid in whole or in part at any time without penalty.

Anyone now or at any time liable for payment of this Note,  whether  directly or
indirectly, hereby waives presentment, protest, notice of protest and dishonor.
<PAGE>
Maker  further  agrees  to  pay  all  costs  of  collection,  including  without
limitation a reasonable  attorney's  fee, in case the  principle of this Note or
any installment of interest  thereon is not paid when due, or in case it becomes
necessary to protect the security hereof, whether suit be brought or not.

This Note is  secured  by a first  mortgage  of even date  herewith  encumbering
certain  property in the State of Florida,  and is to be construed  and enforced
according  to the laws of the State of Florida;  upon  default in the payment of
principal  and/or  interest  when due, the whole sum of  principal  and interest
remaining unpaid shall, at the option of the holder,  become immediately due and
payable.

MAKER HEREBY KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED HEREON,  OR ARISING
OUT OF,  UNDER OR IN  CONNECTION  WITH THIS NOTE AND ANY  DOCUMENT  EXECUTED  IN
CONJUNCTION  HEREWITH, OR ANY COURSE OF CONDUCT,  COURSE OF DEALING,  STATEMENTS
(WHETHER  ORAL OR  WRITTEN)  OR ACTIONS  OF MAKER,  GUARANTORS  OR HOLDER.  THIS
PROVISION IS A MATERIAL  INDUCEMENT  FOR THE HOLDER'S  MAKING THE LOAN EVIDENCED
HEREBY.

IT WITNESS WHEREOF, Maker has caused this Note to be duly executed as of the day
and year first above written.

                                    ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                                    By: STEIN MANAGEMENT COMPANY, INC., a
                                        Florida corporation, Managing General
                                        Partner

                                    By: /s/Martin Katz, President
                                        -------------------------
                                        Martin Katz, President

                                    [seal]

                                    Attest: /s/Linda Baer
                                           ------------------------
                                           Linda Baer, Secretary
<PAGE>
             LIMITED PARTNERSHIP RESOLUTION/INCUMBENCY CERTIFICATE

         The  undersigned  Managing  General Partner of ROYAL PALM BEACH COLONY,
LIMITED  PARTNERSHIP,  a Delaware limited  partnership,  ("Borrower" or "Limited
Partnership")  hereby certifies that the following is a true and correct copy of
a Resolution adopted at a duly called special meeting of the general partners of
the  Limited  Partnership,  which  was  held  at  the  officer  of  the  Limited
Partnership  on May 26,  1995,  at which  meeting a quorum of the  partners  was
present:

         WHEREAS,  the Borrower desires to borrow  $500,000.00 from HASAM REALTY
LIMITED  PARTNERSHIP,  a Florida  limited  partnership  ("Lender")  for  various
purposes which are in  furtherance  of the business  objectives of the Borrower;
and

         WHEREAS,  the Borrower desires to authorize STEIN  MANAGEMENT  COMPANY,
INC.,  a Florida  corporation,  the  Managing  General  Partner  of the  Limited
Partnership  ("Agent")  to borrow  such  funds from the Lender on behalf of this
Limited Partnership.

         NOW THEREFORE, it is hereby:

         RESOLVED, that the Agent is hereby authorized and empowered in the name
and on behalf of the Limited Partnership to:

         (i) borrow $500,000.00 from the Lender;

         (ii) make,  execute and deliver in form  satisfactory to the Lender and
its counsel a promissory note of this Limited Partnership evidencing the Limited
Partnership's obligations for the repayment of such sums;

         (iii) make, execute and deliver a mortgage to the Lender to secure said
promissory  note on certain real property  owned by this Limited  Partnership as
more particularly described on Exhibit "A" attached hereto; and

         FURTHER RESOLVED, that the approval and agreement of the Agent and this
Limited Partnership of and to the terms and conditions in the documents executed
by  such  Agent  in  connection  with  the  transaction  contemplated  in  these
resolutions shall be conclusively established by its execution thereto; and

         FURTHER  RESOLVED,  that  STEIN  MANAGEMENT  COMPANY,  INC.,  a Florida
corporation, is the Managing General Partner of the Limited Partnership,  and is
authorized and directed to execute in the name of this Limited Partnership,  the
necessary  documents on behalf of the Limited Partnership as may be necessary in
connections with transactions contemplated in these resolutions.

         So certified this 29th day of June, 1995.

                                    ROYAL PALM BEACH COLONY, LIMITED PARTNERSHIP

                                    By: STEIN MANAGEMENT COMPANY, INC., a
                                        Florida corporation, Managing General
                                        Partner

                                    By: /s/Martin Katz, President
                                        -------------------------
                                        Martin Katz, President
<PAGE>
                   BOARD RESOLUTIONS//INCUMBENCY CERTIFICATE

         I hereby  certify  that I am the duly  elected,  qualified  and serving
Secretary  of  STEIN   MANAGEMENT   COMPANY,   INC.,   a  Florida   corporation,
("Corporation");  that  Corporation  is organized and existing under the laws of
the  State  of  Florida;  that  the  following  is a true  and  correct  copy of
resolutions  duly adopted at a meeting of the Board of Directors of Corporation,
held on May 26, 1995, at which a quorum was present and acting throughout;  that
said meeting was duly authorized by the By-Laws of Corporation; that the actions
taken at such meeting and  reflected in said  resolutions  are now in full force
and effect and have not been  modified or  amended;  that on the date hereof the
officers are as set forth below and that following are the genuine signatures of
said officers:

         President       /s/ Martin Katz

         Secretary       /s/ Linda Baer

         "RESOLVED   that  on  behalf  of  ROYAL  PALM  BEACH  COLONY,   LIMITED
PARTNERSHIP (the "Limited  Partnership"),  of which this Corporation is the sole
Managing General Partner, this Corporation enter into a certain loan made to the
Limited  Partnership,  as borrower,  from HASAM REALTY  LIMITED  PARTNERSHIP,  a
Florida limited  partnership,  a lender,  in the principal amount of $500,000.00
secured by a mortgage on certain real property owned by the Limited  Partnership
and described on Exhibit "A" attached hereto.

         RESOLVED  FURTHER,  that the  President of this  Corporation  be and is
hereby  authorized  to execute and deliver the required  loan  documents and any
other agreements which said lender may require,  and to consent and agree to any
and all terms to each and every one thereof;

         RESOLVED  FURTHER,  that the  execution and delivery of any writings or
the  taking  of any  other  actions  in  connection  with the  foregoing  by the
President  or any other  officer of this  Corporation  be and the same is hereby
ratified as the act and deed of this Corporation;

         RESOLVED  FURTHER,  that the  Secretary of this  Corporation  be and is
hereby authorized to affix the seal of said Corporation to any writings executed
by the President in connection  with the foregoing,  and to attest the same, but
such  attestation  is not  required to evidence  the same as the act and deed of
this Corporation."

         So certified this 29th day of June, 1995.

[Corporate Seal]

                              /s/Linda Baer
                              Secretary
<PAGE>
                                                                    EXHIBIT 4(e)
                                    AGREEMENT

         THIS  AGREEMENT,  is made and entered  into this 1st day of  September,
1995 by and between  ROYAL PALM BEACH COLONY  LIMITED  PARTNERSHIP,  hereinafter
called "Seller," and GERALD M. HIGIER, Trustee,  hereinafter called "Purchaser,"
their heirs, executors, administrators, personal representatives, successors and
permitted assigns, wherever the context so requires or admits:

                              W I T N E S S E T H:

         WHEREAS,  the Seller is the fee simple owner of  approximately  ten and
eight-tenths (10.8) acres of land, net of all road rights of way for Folsom Road
and Crestwood  Boulevard as presently  located,  all of which acreage is located
westerly of the northwest corner of the intersection of Crestwood  Boulevard and
Southern  Boulevard,  in the  Village of Royal Palm  Beach,  Palm Beach  County,
Florida,  which  property has a frontage on Southern  Boulevard  and a sketch of
which property is attached as Exhibit "A" hereto (the "Property"); and
         WHEREAS,  the  Property  includes  the  access  driveway  (the  "access
driveway") depicted on Exhibit "A" as part of the Property; and
         WHEREAS,  Purchaser  wishes to purchase  and Seller  wishes to sell the
Property on the terms and conditions set forth herein;
         NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants herein contained, it is agreed as follows:
         1.  Purchase  Price.  Seller agrees to sell,  and  Purchaser  agrees to
purchase the Property  for the sum of One Million Four Hundred  Eleven  Thousand
Three  Hundred  Forty-Four  and 00/XX  Dollars  ($1,411,344.00)  which  price is
computed based on a rate of Three and 00/XX Dollars ($3.00) per square foot. The
exact price will be determined  based upon the acreage shown on the survey,  and
the parties  acknowledge  that the price may increase or decrease  based on such
acreage.

         2.  Payment  of  Purchase  Price.  The  Purchase  Price will be paid as
follows:
                  (a)  Upon  execution  of  this  Agreement  by  Seller  Fifteen
Thousand  and 00/XX  Dollars  ($15,000.00)  will be paid to STEIN,  SIMPSON  AND
ROSEN,  P.A., as Escrow Agent, by delivery of Purchaser's check or wire transfer
in the said sum to the said Escrow Agent, and the proceeds thereof shall be held
by the Escrow  Agent,  to be  returned  to  Purchaser  as  closing or  otherwise
disbursed in accordance with any other  applicable  term of this Agreement.  The
Escrow Agent shall deposit the Fifteen  Thousand and 00/XX Dollars  ($15,000.00)
in an interest-bearing  account, and all interest earned on the deposit shall be
delivered to the party entitled to the deposit,  simultaneously with delivery of
the deposit.
                  (b) On or  before  five  (5)  days  after  termination  of the
Inspection Period as provided in paragraph 5 below,  provided  Purchaser has not
terminated  this  Agreement,  Purchaser  shall  deposit  an  additional  Fifteen
Thousand and 00/XX Dollars  ($15,000.00) with Escrow Agent, which additional sum
shall be added to and commingled with the initial deposit.
                  (c) On or before  five (5) days  after the later of the Publix
Approval  Date (as defined in Paragraph  7(c) below) or the  termination  of the
Inspection Period as provided in Paragraph 6 below,  provided  Purchaser has not
terminated this Agreement, Purchaser shall deposit an additional $40,500.00 with
Escrow Agent,  which  additional sum shall be added to and  commingled  with the
initial deposit.
                  (d) At  closing,  the balance of the  purchase  price shall be
paid by cashier's  check or wire transfer of funds in  accordance  with Seller's
instructions.
         3. Title, Legal and Survey Examination.
                  (a) Within thirty (30) days after the date hereof, at Seller's
sole cost and expense,  Seller will cause to be  delivered to THERREL  BAISDEN &
MEYER  WEISS,  1111  Lincoln  Road,  Suite  500,  Miami  Beach,  Florida  33139,
Purchaser's  attorneys,  a title  insurance  commitment  naming the Purchaser as
proposed  insured  and in  the  amount  of the  purchase  price.  Copies  of all
exceptions  to title shall  accompany the  commitment.  An  examination  of said
commitment  shall show that Seller owns good and  marketable fee simple title to
the  Property  subject  only to such  matters as are  acceptable  to  Purchaser.
Purchaser  shall have thirty (30) days from receipt of the commitment and copies
of all  exceptions  contained  therein within which to examine same. If title is
found  defective,  Purchaser  shall,  no later  than  five (5)  days  after  the
expiration of the thirty (30) day period,  notify  Seller in writing  specifying
the defects.  Seller will have no obligation to remove,  and Purchaser  shall be
deemed to have accepted,  any  exceptions to Seller's  title to which  Purchaser
fails to object in  writing  within  such five (5) day  period.  If the  defects
render title unmarketable or contain restrictions, easements or other conditions
which are  unacceptable to Purchaser in its sole and absolute  discretion,  then
Seller  will have sixty (60) days from  receipt  of the notice  within  which to
remove said  defects,  provided,  however,  that Seller shall not be required to
commence any  litigation or to expend more than  $25,000.00 in correcting  title
defects.   Notwithstanding  the  foregoing,  Seller  shall  have  no  obligation
whatsoever to correct or remove restrictions,  easements, reservations or rights
of way,  but  Purchaser  shall have the right,  if  objection is given timely as
provided above,  to terminate this Agreement by reason  thereof,  and to receive
back all deposits made hereunder.  Notwithstanding  the foregoing,  Seller shall
remove or satisfy all  mortgages  and other liens it has  created.  If Seller is
unsuccessful in removing the defects within said time,  Purchaser shall have the
option  of either  accepting  title as it then is or  demanding  a refund of all
monies paid hereunder which monies shall be returned to Purchaser, and thereupon
Purchaser  and Seller  shall be  released,  as to one  another,  of all  further
obligations  under this  Agreement.  Seller  agrees that if title is found to be
unacceptable as hereinabove stated, it will use reasonable effort to correct the
defects  within  the time  provided,  but with no  obligation  to  commence  any
litigation.
                  (b) Purchaser  shall have a period of sixty (60) days from the
date  hereof to have a survey of the  Property  made at  Purchaser's  expense in
order to  determine  if there  are any  matters  show on the  survey  which  are
unacceptable to Purchaser.  In the event there are any such matters,  same shall
be treated as a title defect in accordance  with  paragraph (a) above,  provided
that  Purchaser  shall give  notice of any such defect  within  twenty (20) days
following the later of receipt of such survey or expiration of the time provided
for obtaining such survey.
         4.  Conveyance  of Premises.  The Property  will be conveyed by Special
Warranty  Deed at  closing,  free and  clear  of all  encumbrances  (except  for
exceptions to title accepted or deemed  accepted by  Purchaser),  and possession
thereof will be delivered to Purchaser at closing.
         5. Prorations. Taxes and other expenses in connection with the Property
will be  prorated  as of the date of  closing.  If the tax bills for the year of
closing are not available, taxes will be prorated based upon the previous year's
bill with maximum  discount  allowed and will be re-prorated upon receipt of the
actual tax bills for the year of the closing.  Certified liens as of the date of
closing will be paid by the Seller.  Pending  liens,  if any, will be assumed by
the  Purchaser,  except  that if there are any  pending  liens for  governmental
improvements,  the  installation  of which has been  completed but for which the
lien is not certified as of the last day of The  Inspection  Period  (defined in
Paragraph 6 below), such pending liens will be paid by the Seller.
         6. Inspection Period.  Purchaser shall have a period of one hundred and
fifty (150) days (the "Inspection Period") commencing with the day following the
date this Agreement is executed by both parties within which to determine if the
Property is  acceptable  to Purchaser for  Purchaser's  proposed use.  Purchaser
shall have  unrestricted  access to the Property during the Inspection Period in
order to inspect and test the Property to determine its acceptability.
                  Purchaser's   inspections  may  include  verification  through
environmental  investigations  that the site is free from  evidence of hazardous
substances or contamination of any kind.  Should the Purchaser's  investigations
disclose  evidence of  contamination of any kind, the Purchaser shall notify the
Seller who shall then obtain a PHASE II  ENVIRONMENTAL  AUDIT  (performed  by an
engineer or testing laboratory  approved by the Purchaser) at Seller's sole cost
and expense. If closing is held under this Agreement, at closing Purchaser shall
reimburse Seller for the cost of such Phase II ENVIRONMENTAL AUDIT. The PHASE II
ENVIRONMENTAL  AUDIT  shall be  commenced  no later  than  five  days  after the
termination  of the  Inspection  Period,  provided  Purchaser has not previously
cancelled  this  contract  in  accordance  with the terms  hereof.  The PHASE II
ENVIRONMENTAL AUDIT shall show evidence satisfactory to the Purchaser that there
is no  contamination  of any kind on the site,  or  Purchaser  may  cancel  this
Agreement and receive back all deposits  paid together with all interest  earned
thereon.
                  Prior to entering upon the Property for any purpose, Purchaser
shall provide to Seller proof,  satisfactory to Seller, that Purchaser maintains
general liability  insurance with minimum limits of $1,000,000.00 for any single
accident or occurrence  with an insurance  company  reasonably  satisfactory  to
Seller naming Seller and its General  Partners,  and their respective  officers,
directors  shareholders and partners as additional  insureds,  protecting Seller
and such  persons  against  claims  arising  out of or  relating to the entry by
Purchaser or its employees, agents or contractors, onto the property.
                  Purchaser's  inspections  may  also  include  verification  of
availability  of utilities with  sufficient  plant capacity for the  Purchaser's
intended use of the Property,  all without any moratorium in place. Criteria for
utilities  shall be in  accordance  with,  but not  limited  to,  the  following
conditions:

                  (a) That  there  will be  available  at the  Property  line at
locations and elevations compatible with the Purchaser's intended design, one or
more sewer  connections  of sufficient  size and capacity to allow for a gravity
connection of the Purchaser's  on-site waste water collection system without the
need for any pumping or other mechanical transmission of the waste water.
                  (b) That  there  will be  available  at the  Property  line at
locations  compatible with the Purchaser's  intended  design,  one or more water
connections  with  sufficient  capacity,  pressure,  and  flow  to  satisfy  the
Purchaser's  potable water,  irrigation water, and fire protection  requirements
without the need for any additional pumping equipment provided by the Purchaser.
                  (c) That  there  will be  available  at the  Property  line at
locations compatible with the Purchaser's intended design, electrical service of
sufficient capacity to satisfy Purchaser's intended use.
                  (d) That there will be  available  at the  Property  line,  at
locations compatible with the Purchaser's intended design,  telephone service of
sufficient capacity to satisfy Purchaser's intended use.
                  (e) If necessary, that there will be available at the Property
line at locations compatible with the Purchaser's  intended design,  natural gas
service of sufficient capacity to satisfy Purchaser's intended use.
                  (f) That the sub-grade elevation at the Property is sufficient
to meet all local, state and federal flood elevation  standards without the need
for  additional  import fill which would  raise the  elevations  on the site and
shall meet the Purchaser's engineer's specifications, in their sole and absolute
discretion.
                  (g) That  there  will be  available  at the  Property  line at
locations and elevations  compatible with  Purchaser's  intended design, a storm
water out fall with sufficient capacity, allowable by all governing authorities,
so that there will be positive drainage off-site without the need of any on-site
surface water retention or storage of any type.

                  If Purchaser notifies Seller no later than ten (10) days after
the  expiration  of  the  Inspection   Period  that,  in  the  Purchaser's  sole
determination,  the  Property  is  unacceptable  for any reason,  Purchaser  may
terminate this  Agreement and all deposit  monies paid  hereunder  together with
interest  earned  thereon  shall be  returned to  Purchaser  in which event both
parties shall be relieved of all further obligations hereunder.
                  Notwithstanding  anything herein to the contrary, in the event
on or before the expiration of the Inspection Period, Publix Super Markets, Inc.
("Publix")  has not  approved  in writing  the  Property  as a site for a Publix
supermarket and provided  Purchaser ia diligently  pursuing said approval,  then
upon notice to Seller delivered before the expiration of the Inspection  Period,
Purchaser shall be entitled to a 90 day extension of the Inspection Period (such
extension  is herein  called  the  "Extended  Inspection  Period")  for the sole
purpose of obtaining  Publix's approval of the Property.  In the event Purchaser
has not  received  Publix's  written  approval of the  Property on or before the
expiration  of the  Extended  Inspection  Period,  then  upon  notice  to Seller
delivered no later than 5 days after the end of the extended  Inspection Period,
Purchaser  shall be entitled to terminate  this  Agreement  and receive back all
deposits  made  hereunder  in which event all  parties  shall be relieved of all
further liability  hereunder;  Purchaser's failure to deliver said Notice timely
shall be deemed to be a waiver of the Publix approval as a condition of closing.
                  Purchaser  agrees to indemnify  and hold Seller  harmless from
any  damage to person or  property  caused by  Purchaser's  inspections.  Seller
acknowledges that Purchaser is a Trustee and that Gerald M. Higier is not liable
personally for any such damage.
         7. Conditions Precedent to Purchaser's Obligations. Purchaser shall not
be obligated to close this  transaction and shall be entitled to a return of its
deposit and all interest earned thereon if:
                  (a) As of the  date of  closing,  (i)  there  are any  pending
building  or utility  moratoria  preventing  construction  on the  Property  and
Outparcel #3 and  Outparcel #4 described on Exhibit B hereto of an 85,000 square
foot one story neighborhood  shopping center (as more particularly  described in
paragraph 8 below) or (ii) the impact fees,  the  categories of which are listed
on Exhibit  "B" hereto,  together  with any  similar  additional  fees which are
imposed  between the date of this Agreement and the date of closing,  which will
be imposed on Purchaser's  development  are more than 133% of the amount of said
costs as of the  date  hereof,  determined  based  on the  intended  uses of the
Property as of the date of closing;
                  (b) On or before ninety (90) days after the  Application  Date
(as  hereinafter  defined),  the  Purchaser  has not  obtained an  unconditional
building permit together with such other  confirmation from the Village of Royal
Palm Beach and Palm Beach County as is needed to determine that the  Purchaser's
development  of the Property  will be exempted from all  applicable  concurrency
requirements or that same has satisfied all applicable concurrency requirements;
provided,  however,  that if Purchaser is  diligently  pursuing the obtaining of
said permit and  confirmation  but has not received same within said ninety (90)
day period,  then upon notice to Seller,  delivered no later than the expiration
of said ninety (90) day  period,  Purchaser  may extend the said ninety (90) day
period for an  additional  sixty (60) days.  Purchaser  agrees to apply for said
permit and  confirmation  and to  diligently  pursue  same  within  the  initial
aforementioned  ninety (90) day period and then to diligently pursue same during
any sixty (60) day extension.
         For purposes of this paragraph (b);
         i)       the "Publix Approval Date" shall be the date of
                  receipt of Publix's approval as referred to in
                  paragraph 6. above;
         ii)      the  "Satisfaction  of Special  Conditions  Date" shall be the
                  date of satisfaction of all Special  Conditions imposed by the
                  Village  of Royal Palm  Beach for the  issuance  of a building
                  permit for the Property;
         iii)     "Special  Conditions"  shall be those  conditions which do not
                  relate directly to the Property and which will be performed by
                  parties  other than the  Purchaser  which  special  conditions
                  include,   but  are  not  limited  to,  the   commencement  of
                  construction of Folsom Road;
         iv)      The "Rezoning Date" shall be the date as of which the rezoning
                  of the  Property  described  in Paragraph 8 below is final and
                  not subject to further appeal.
          v)      The "Application Date" is five (5) business days
                  after the last to occur of the Publix Approval
                  Date, the Satisfaction of Special Conditions Date,
                  and the Rezoning Date.
                  (c) If any of  Seller's  warranties  or  representations  made
herein prove to be false in any material respect.
                  (d) If an update of title to be obtained by  Purchaser  within
thirty  (30)  days of the  closing  date  reveals  any  matters  which  were not
disclosed on the title  commitment  delivered  in  accordance  with  Paragraph 3
above.  In such event,  the  provisions  of Paragraph  3(a) shall be  applicable
thereto,  except that the sixty (60) day period  within  which Seller may remove
objections shall be deemed to run from the date closing was to have occurred, as
contemplated in Section 10 below.
         8. Rezoning.  The parties acknowledge that the Property is presently in
the  process  of  being  designated  commercial  on the  existing  land use plan
governing the  Property.  Seller has received  approval  from the  Department of
Community  Affairs ("DCA") of the State of Florida to change said designation to
"Commercial,"  which  will allow for the  construction  of a  supermarket,  drug
store, retail stores (including professional offices) and outparcel uses such as
banks, gas stations and restaurants,  including fast food  restaurants,  and the
only remaining condition to said change is implementation of the rezoning by the
Village  of Royal Palm  Beach,  site plan  approval  and  approval  of a Special
Exception  which will allow  development  on the  Property  of a gas station and
drive-through  restaurant.  The  Purchaser  shall also be required to obtain any
other special  exceptions  required by the Village of Royal Palm Beach and which
are required for any proposed  uses of the  Property.  In the event the land use
designation  described above does not become final or the  appropriate  rezoning
consistent  with the change in  designation to Commercial has not occurred on or
before one hundred and eighty (180) days after the date hereof (the  termination
of the "Rezoning Period"), then either party may cancel this Agreement by notice
to the  other  party  delivered  no later  than  fifteen  (15)  days  after  the
termination of the Rezoning Period,  in which event Purchaser shall receive back
its deposit  and all  interest  earned  thereon,  and all parties  shall then be
relieved of all obligations  hereunder.  Seller agrees to diligently  pursue all
remaining requirements of the completion of the Rezoning.
                  The  Purchaser and Seller  acknowledge  that the 85,000 square
feet  referred to in paragraph  7(a) above  describes the  Purchaser's  proposed
Shopping Center and consists of the following:
         i)       A first phase which will consist of a  supermarket  containing
                  up to 50,000 square feet and two outparcels on the Property to
                  be developed with  improvements  containing up to 5,000 square
                  feet each. It is contemplated that the improvements  described
                  in this  first  phase will not be  permitted  to open prior to
                  September, 1997.
         ii)      A second  phase  consisting  of 15,000  square  feet of retail
                  (including professional) uses on the Property and improvements
                  containing up to 5,000 square feet each on the two  Outparcels
                  described  as  Outparcel  #3 and  Outparcel  #4 on Exhibit "A"
                  hereto. It is expected that the improvements described in this
                  paragraph  will not be  permitted  to open prior to January 1,
                  2000.
         9. Platting. In the event a platting,  re-platting or waiver of Plat is
necessary in order for the Seller to sell the Property to the Purchaser,  Seller
shall cause same to be completed at  Purchaser's  sole cost and expense.  In the
event Seller has not commenced any such required platting, re-platting or waiver
of plat on or before 30 days after the expiration of the Inspection Period or in
the event  Seller does not  complete  same on or before the end of the  Rezoning
Period,  then Purchaser may cancel this Agreement by notice to Seller and Escrow
Agent in which event  Purchaser  shall receive back all deposits made hereunder,
together with any interest earned, and all parties shall then be relieved of all
further obligations hereunder.  Seller shall pursue diligently,  in consultation
with  Purchaser,  all  applications  and  work in  connection  with  any  matter
described herein.
         10. Closing.  Unless this Agreement is terminated or extended as herein
provided,  then  this  transaction  will  close  fifteen  (15)  days  after  the
satisfaction  of all items  identified in this  Agreement as  contingencies  for
closing.  The closing  will take place at 10:00 A.M. on the closing  date at the
offices of the Seller's attorney. At the closing, Purchaser shall:
                  (a) Execute the closing statement.
                  (b) Execute and deliver such other documents and do such other
things as may be required hereunder.
                  (c) Pay for recording the deed.
         At the closing, the Seller shall:
                  (a) Deliver its special warranty deed, in recordable form, and
pay for documentary stamps and any surtax on the deed.
                  (b) Deliver a mechanic's lien affidavit in statutory form.
                  (c) Deliver an affidavit  attesting to the fact that Seller is
not a foreign person.  Said affidavit shall be issued in accordance with Section
1445 of the Internal Revenue Code.
                  (d)  Execute  a "gap"  affidavit  attesting  to the fact  that
Seller has not executed any documents which might adversely  affect title to the
Property between the date of the last title update and the date of closing.
                  (e) Execute the closing statement.
                  (f) Pay for Purchaser's title insurance policy.
         11.  Termination of Contract.  Notwithstanding  anything  herein to the
contrary,  in the event the Application Date, as defined in paragraph 7(b)v, has
not occurred on or before  December 31,  1996,  then either party may  terminate
this  Agreement by notice to the other party  delivered on or before January 31,
1997 in which event all deposits  shall be returned to Purchaser,  together with
any  interest  earned  thereon,  and all  parties  shall then be relieved of all
further obligations hereunder. In the event neither party exercises its right to
terminate as provided in this Paragraph 11, the Purchaser shall have been deemed
to have  waived  all of the  conditions  to  closing  except  those set forth in
paragraphs 7(a), (c) and (d) above.
         12.   Representations   of  Seller.  The  Seller  hereby  warrants  and
represents to Purchaser that:
                  (a) Seller has not  received  any notice  from any  applicable
governing  authority advising Seller of any proposed or threatened  condemnation
of all or any part of Property.
                  (b)  Seller  is  not  aware  of  any  proposed  or  threatened
litigation  against the  Property or against  Seller which could have an adverse
impact on the Property other than the possibility  that an unrelated third party
satisfying  the  applicable  standing  requirements  may file an  administrative
appeal against the approval by the Village of the amendment to its Comprehensive
Plan designating the Property as Commercial.
                  (c) Neither Seller nor, to the best of Seller's knowledge, any
prior owner of the Property  has used the Property for the storage,  disposal or
handling  of  any  hazardous  materials,  toxic  waste  or  other  environmental
contaminants as same are defined or described in applicable governmental laws or
regulations,  nor is Seller  aware of and Seller has not  received any notice of
the presence of any such materials,  waste or contaminants  in, on, or about the
Property.
                  (d) To  Seller's  knowledge,  the  Property  is not  part of a
Development of Regional Impact.
         13. Dispute. In the event of any litigation between the parties for any
matter  arising out of this  Agreement,  the parties  agree that the  prevailing
party shall be entitled  to recovery of all costs of said  litigation  including
attorney's fees.
         14.  Notice.  Notice  shall be deemed  properly  given  hereunder  when
hand-delivered,  delivered  by  Federal  Express or other  recognized  overnight
carrier,  made in writing  and  deposited  in the  United  States  certified  or
registered  mails,  with  sufficient  postage prepaid thereon to carry it to its
addressed destination; and the said notices shall be addressed as follows:

                  For the Seller:    Royal Palm Beach Colony Limited
                                     Partnership
                                     2501 South Ocean Drive
                                     Hollywood, Florida 33019
                                     Attn:  Randy Rieger


                  With a copy to:    David Simpson, Esq.
                                     Stein, Simpson & Rosen
                                     2 University Plaza
                                     Hackensack, NJ 07670


                  For the Purchaser: Gerald M. Higier, Trustee
                                     1541 Sunset Drive, Suite 300
                                     Coral Gables, FL  33143


                  With a copy to:    Ellen Rose, Esquire
                                     Therrel Baisden & Meyer Weiss
                                     1111 Lincoln Road, Suite 500
                                     Miami Beach, FL  33139-0558


         Nothing herein  contained shall be construed as prohibiting the parties
respectively  from changing the place at which notice is henceforth to be given,
but no such  change  shall be  effective  unless  and  until it shall  have been
accomplished  by written  notice given in the manner set forth in this paragraph
13.
         15. Assignment. This Agreement is assignable by Purchaser to any entity
controlled by Gerald M. Higier or The Prudential  Insurance  Company of America,
and Seller agrees to close with Purchaser's assignee.
         16.  Broker.  Seller and Purchaser  represent and warrant to each other
that they  have not  authorized  any  broker,  agent,  or finder to act on their
behalf other than the R.T.L.  Realty,  Inc., whose commission  Seller shall pay,
nor do they have any knowledge of any other broker,  agent or finder  purporting
to act on their  behalf in respect  to this  transaction.  Seller and  Purchaser
hereby  agree to  indemnify  and hold  harmless  each other from and against any
cost,  expense,  claim,  liability  or  damage  resulting  from a breach  of the
representation and warranty contained herein and from any claim by any broker in
connection with this transaction.
         17.  Default.  If Purchaser  breaches this Agreement all monies paid or
required to be paid pursuant to this  Agreement by Purchaser,  together with all
interest  earned  thereon,  shall be retained by or for the account of Seller as
consideration  for the execution of this  Agreement and as agreed and liquidated
damages, in full settlement of any claim for damages, and such remedies shall be
the sole and exclusive remedy of Seller. If for any reason other than failure of
Seller to make  title  conform to the  requirements  of this  Agreement,  Seller
fails,  neglects or refuses to convey title to Purchaser under this Agreement or
otherwise  fails to perform its  obligations  hereunder,  all  deposits  made by
Purchaser,  together with all interest  earned  thereon,  shall be returned upon
demand,  or  Purchaser,  at  its  option,  shall  have  the  right  of  specific
performance against Seller. If Seller's default is its wrongful failure to close
on account of its  fraudulent  transfer of the Property to another  party,  then
Purchaser shall also have the right to seek damages against the Seller.
         18.  Condemnation.  If prior to the closing under this Agreement either
party  hereto  receives or obtains any notice of any type that any  governmental
authority having jurisdiction  intends to commence proceedings for the taking of
all or a portion of the Property by the exercise of any power of condemnation or
eminent domain or notice thereof is recorded in the Public Records of Palm Beach
County,  Florida,  the  applicable  party  shall  promptly  notify the other and
thereupon  the  Purchaser  shall have the option to either  (i)  terminate  this
Agreement  and receive back all deposit  monies paid  hereunder,  whereupon  the
parties shall be released and relieved of any further liabilities or obligations
under this  Agreement  or (ii) close this  transaction  as if no such notice had
been received, obtained or recorded, or proceedings commenced, in which case all
proceeds of such condemnation  otherwise belonging to Seller shall belong to the
Purchaser  and there shall be no  reduction  of the  Purchase  Price or any sums
required to be paid to the Seller by the Purchaser hereunder.
         19. Escrow Agent.  Any Escrow Agent receiving funds hereunder agrees to
deposit  same  promptly  and to hold  same in  accordance  with  the  terms  and
conditions  of this  Agreement.  In the  event  of  doubt  as to its  duties  or
liabilities hereunder, Escrow Agent may, in its discretion, continue to hold the
funds  until  the  parties  agree to  disbursement  thereof  or until a court of
competent  jurisdiction  shall determine the rights of the parties  thereto,  or
Escrow  Agent  may  deposit  same  with the Clerk of the  Circuit  Court  having
jurisdiction  of the dispute and upon notifying all parties of such action,  the
liability of the Escrow Agent hereunder shall  terminate,  except for accounting
of all sums disbursed  hereunder out of escrow. In the event of any suit between
Seller  and  Purchaser  wherein  the  Escrow  Agent is made a party by virtue of
acting as Escrow Agent  hereunder,  or in the event of any suit  wherein  Escrow
Agent  interpleads  the subject matter of the escrow,  the Escrow Agent shall be
entitled to recover reasonable attorneys' fees and costs incurred, said fees and
costs to be  charged  and  assessed  as court  costs in favor of the  prevailing
party.  All parties agree that the Escrow Agent shall not be liable to any party
or person whomsoever for misdelivery to Purchaser or Seller of the items subject
to this escrow,  unless said misdelivery  shall be due to willful breach of this
Agreement or gross negligence of the Escrow Agent.
         Seller acknowledges that Escrow Agent is Purchaser's  attorney.  In the
event of a dispute  which  requires  that Escrow  Agent  interpleads  the escrow
amount or in the event of any other litigation between the parties on account of
the terms  hereof.  Seller  agrees that Escrow  Agent may continue to act in its
capacity as Purchaser's attorney in settling or litigating said dispute.
         20. Options.
                  (a)  Outparcels.  Provided  closing  on  the  Property  occurs
pursuant to the terms  hereof,  as same may be amended  from time to time by the
parties,  Purchaser  shall  have the  option  to  purchase  the two (2)  parcels
identified  as  Outparcel #3 and  Outparcel  #4  (together,  the  "Parcels"  and
individually,  a "Parcel") on Exhibit "F" hereto under the  following  terms and
conditions:
                           (i) The options may only be exercised if the lease or
sale  contemplated  by  Purchaser  as  hereinafter  described,  is a  bone  fide
transaction  entered into at arms length on commercially  reasonable terms. As a
condition to exercise,  Purchaser shall provide to Seller,  simultaneously  with
any purported  exercise of an option,  an affidavit,  sworn to by Gerald Higier,
certifying  that  Purchaser  intends to lease or sell the Parcel for a specified
use or  purpose  which  is set  forth  in  reasonable  detail  with  appropriate
supporting documentation.  If the Parcel is proposed to be leased, the terms and
conditions of the proposed leasing of the Parcel shall be set forth as shall the
identity of the  proposed  tenant.  If the Parcel is  proposed  to be sold,  the
proposed sales price and other  conditions of the  transactions and the identity
of the proposed  purchaser  shall be set forth.  Purchaser shall further certify
that the proposed  transaction is a bone fide transaction  being entered into at
arms length with an unrelated  party capable of performing its  obligations  and
that neither  Purchaser nor any of its  partners,  principals,  shareholders  or
other equity owners nor any of the  immediate  relatives of any such persons has
any interest or  expectancy,  direct or indirect,  in the  transaction or in the
proposed  tenant or purchaser.  In the event the purchaser of the Property is an
entity in which The Prudential  Insurance  Company of America,  or other similar
institutional  investor,  holds an  interest,  then a third party  purchaser  or
tenant shall not be deemed to be related to such  institutional  investor unless
said  purchaser  or tenant is a wholly  owned  subsidiary  of the  institutional
investor. Information as to rental shall include the calculation of the "Average
Annual  Rental"  which shall be the average  annual rent over the first five (5)
years of the  proposed  lease,  including  any  option  periods,  if  necessary,
calculated  as though all amounts of free rent,  rent  concessions,  fixed rent,
escalations  and tenant  allowances  or other  considerations  to be provided to
tenant by purchaser were  amortized over the entire term of the lease  including
renewal  periods,  if applicable  renewal options are reasonably  expected to be
exercised  during such first five (5) year term,  if  applicable.  The  purchase
price  payable  upon the  exercise  of  either  or both of the said  options  by
Purchaser  shall,  if (x)  Purchaser  intends to lease a Parcel to an  unrelated
third-party,  be equal to five (5) times the amount of the Average Annual Rental
as described  above;  (y)  Purchaser  intends to sell the Parcel to an unrelated
third-party,  be equal to fifty  percent  (50%) of the net proceeds  received by
Purchaser at Closing.  Seller agrees to deliver a special warranty deed directly
to the third party, if Purchaser so requests.  In all events, the purchase price
shall be reduced by all out of pocket  expenses  related to the sale or lease of
the  Parcels  and  incurred  by the  Purchaser,  including  but not  limited to,
documentary stamp taxes, broker fees,  attorney's fees, title examination costs,
items  usually  prorated  on a sale or lease,  as the case may be, and all other
similar expenses. Nothwithstanding anything herein contained to the contrary, in
no event shall the purchase price to be paid by Purchaser to Seller hereunder be
less  than  $3.50 per  square  foot of the land  included  in the  Parcel  being
purchased.
                           (ii)  Purchaser  may elect to purchase  both  Parcels
simultaneously, each individually, or one and not the other.
                           (iii)  The  option  is  exercisable  by notice to the
Seller  delivered  no later than five (5) years after the date of closing of the
Property (the "Parcels Option Expiration  Date").  The Parcels Option Expiration
Date for each Parcel shall be  accelerated  by one (1) day for each day prior to
January 1, 2000 on which a Certificate of Occupancy would become  obtainable for
improvements on such Parcel. The parties  acknowledge that as of the date hereof
it is  contemplated  that the  rezoning  will not  allow  for a  Certificate  of
Occupancy on either Parcel prior to January 1, 2000.
                           (iv) Closing  shall occur on or before six (6) months
after the Parcels Option Expiration Date.
                           (v) In the  event  Purchaser  delivers  a  notice  of
exercise of option,  then  paragraphs  3, 4, 5, 6(f),  6(g),  7(a)(i),  9 and 10
hereof  shall  apply.  It is a  condition  of  closing  that prior to closing an
unconditional building permit be obtained for improvements on the Outparcels and
that same not be revoked.  Purchaser  agrees to  diligently  pursue the building
permit  application.  In the event Purchaser  exercises its option hereunder and
then does not close for any reason other than Seller's  default,  then Purchaser
shall reimburse Seller for all reasonable expenses incurred by Seller on account
of Purchaser's exercise of its option.
                           (vi) Prior to the Parcels Option Expiration Date, the
Parcels shall not be improved or otherwise developed.
                           (vii)  If  the  Purchaser  exercises  its  option  to
purchase one, but not both  Outparcels,  then the Purchaser  shall determine the
exact dimensions of the Outparcel to be purchased, provided, however:
                                    (1)     The remaining  Outparcel  shall be a
                                            rectangular   (or   square)   shaped
                                            parcel  of land  whose  measurements
                                            shall not be less  than two  hundred
                                            (200) feet by two hundred (200)feet.
                                    (2)     Depending  upon the  location of any
                                            curb cut or cuts  which are  located
                                            on   Southern   Boulevard   on   the
                                            southern boundary of the Outparcels,
                                            Purchaser  and  Seller  shall  enter
                                            into appropriate  perpetual easement
                                            agreements  so that  such  curb  cut
                                            will provide full,  unrestricted and
                                            open   vehicular   access   to  both
                                            Outparcels.
         Notwithstanding  the foregoing,  in the event prior to the  Purchaser's
exercise  of its  option  with  respect  to a Parcel,  the  Seller  receives  an
unsolicited  bona fide offer from a third party to  purchase or lease  either of
the Parcels  which offer the Seller  desires to accept,  then Seller shall first
present said offer to the Purchaser who shall have a period of fifteen (15) days
within which to elect to purchase the  respective  Parcel for five (5) times the
amount of the Average Annual Rental (as defined above) for any lease or one-half
of the net  proceeds  which would have been  received by the Seller at a closing
with the third party. In the event Purchaser  exercises its option,  then Seller
shall pay for the  documentary  stamp taxes on the deed and Purchaser  shall pay
the cost of title  examination  and the  title  insurance  policy.  In the event
Purchaser  exercises  its option,  then closing shall take place sixty (60) days
after the date of  exercise of the option  provided  however  that if  Purchaser
obtains a title  commitment  showing any exceptions  which are  unacceptable  to
Purchaser,  then same  shall be  treated in the same  manner as  objections  are
treated in paragraph 3(a) above, and provided further that if Purchaser  obtains
a survey of the subject  Property and has any objections to the matters shown on
same, same shall be treated in accordance with paragraph 3(b) above.
         Notwithstanding the foregoing right of Seller to accept a contract from
a third party,  Seller  agrees that it will not actively  market the Parcels for
sale to third  parties.  In that regard Seller agrees that it will not advertise
same for sale,  place a "for sale" sign on said  Property,  retain a real estate
broker  to  market  same,  or take any  other  action  which is  similar  to the
foregoing.
                  (b) Adjoining  Land.  Provided  closing on the Property occurs
pursuant to the terms  hereof,  as same may be amended  from time to time by the
parties,  Purchaser shall have the option to purchase the property identified as
Parcel A on Exhibit "G" hereto under the following terms and conditions:
                           (i) The  purchase  price  shall  be Three  and  50/XX
Dollars  ($3.50) per square  foot,  net of all rights of way for the Folsom Road
and  Southern  Boulevard,  with the exact  square  footage to be  determined  by
survey.
                           (ii) The  option  is  exercisable  by  notice  to the
Seller  delivered  no later than four (4) years after the date of closing of the
property (the "Parcel A Option Expiration Date"). The Parcel A Option Expiration
Date shall be  accelerated  by one (1) day for each day prior to January 1, 2000
on which a Certificate  of Occupancy  would become  obtainable  for Parcel A for
commercial use.
                           (iii) Closing shall occur on or before six (6) months
after the Parcel A Option Expiration Date.
                           (iv) In the  event  Purchaser  delivers  a notice  of
exercise of option,  then  paragraphs  3, 4, 5, 6(f),  6(g),  7(a)(i),  9 and 10
hereof  shall  apply.  It is a  condition  of  closing  that prior to closing an
unconditional  building  permit be obtained for  improvements  on the Parcel and
that same not be revoked.  Purchaser  agrees to  diligently  pursue the building
permit  application.  In the event Purchaser  exercises its option hereunder and
then does not close for any reason other than Seller's  default,  then Purchaser
shall reimburse Seller for all reasonable expenses incurred by Seller on account
of Purchaser's exercise of its option.
                           (v)  Prior to the  Parcel A Option  Expiration  Date,
Parcel A shall not be improved or otherwise developed.
                  Notwithstanding  the  foregoing,  in the event  after the date
which is two (2) years from the date of closing under  paragraph 10 hereof,  but
prior to the Parcel A Option  Expiration  Date Seller receives a bona fide offer
from a third party purchaser to purchase Parcel A for a price which is less than
the price set forth in paragraph (b)(i) above and which offer the Seller desires
to accept,  then Seller shall first  present  said offer to Purchaser  who shall
have a period of fifteen (15) days within which to elect to purchase Parcel A in
accordance  with the terms of the third party offer. In the event Purchaser does
not elect to purchase Parcel A, then Seller may sell same in accordance with the
offer from the third party provided the third party offer is not contingent on a
zoning  change.  Notwithstanding  the  foregoing  right of  Seller  to  accept a
contract from a third party,  Seller agrees that its only marketing  efforts for
Parcel A shall be to multi-family  residential  users.  Any signs,  advertising,
listing  agreements  or other  methods of marketing  said Parcel A shall put all
third parties on notice that same is being marketed for  multi-family  use only.
Except as herein  provided,  Seller may not sell  Parcel A prior to the Parcel A
Option Expiration Date.
                  (c)  Simultaneously  with the closing of the purchase and sale
of the  Property,  a Notice of Option  and Other  Matters  in the form  attached
hereto as Exhibit "B" shall be recorded by Seller in the Public  Records of Palm
Beach County,  Florida. Said notice shall restrict the Parcels in the manner set
forth in said notice.  At closing,  two (2) separate  Terminations  of Notice of
Option  shall  be  delivered  to the  Seller's  attorney  to be held in  escrow.
Provided The Parcels Option  Expiration  Date has occurred and the Purchaser has
not exercised its option to purchase either Out Parcel #3 or Out Parcel #4, then
the Seller's attorney may record the Termination of Notice of Option which is in
the form attached hereto as Exhibit D, and provided the Parcel A Expiration Date
has occurred and the Purchaser has not exercised its option to purchase Parcel A
prior to said  date,  then the  Seller's  attorney  may  record  the  Notice  of
Termination  in the form  attached  hereto as  Exhibit  E. An  Escrow  Agreement
reflecting these terms shall be executed at closing.
         21.  Seller  Acceptance.  Seller will have until 5:00 P.M.  December 1,
1995 to accept and return a fully executed contract to Purchaser.
         22.  Survival.  The provisions of this Agreement  shall not survive the
closing of this transaction.
         IN WITNESS WHEREOF, the parties hereto have hereunto placed their hands
and seals,  this 1st of  December,  1995.  Signed,  sealed and  delivered in the
presence of:
                                           SELLER
Rebecca Spinaldi
C.A. ?????                                 ROYAL PALM BEACH COLONY LIMITED
Ellen ???????                              PARTNERSHIP, a Florida limited
John ????????                              partnership

                                           By: STEIN MANAGEMENT COMPANY, INC.,
                                               Managing General Partner

                                               /s/Randy Rieger
                                               Vice President

                                           PURCHASER

                                           /s/Gerald M. Higier
                                           GERALD M. HIGIER, Trustee
<PAGE>
                                                                    EXHIBIT 4(f)
            
                               AGREEMENT-24 ACRES

         THIS   AGREEMENT,   is  made  and  entered   into  this  _____  day  of
____________,  1995 by and between Royal Palm Beach Colony,  Limited Partnership
and John Morris,  hereinafter  together called  "Sellers," and GERALD M. HIGIER,
Trustee, hereinafter called "Purchaser," their heirs, executors, administrators,
personal representatives, successors and permitted assigns, wherever the context
so requires or admits:

                              W I T N E S S E T H:

         WHEREAS,  the  Sellers  own the fee simple  interest  in  approximately
twenty-four  (24) acres of land,  net of all road rights of way,  located at the
Northeast  corner of the intersection of Seminole Pratt Whitney Blvd, and Orange
Drive  in Palm  Beach  County,  Florida,  which  property  is more  particularly
described on Exhibit "A" hereto (the "Property"); and
         WHEREAS,  the parts of the Property  owned by each Seller are also more
specifically shown on Exhibit "A" hereto, and
         WHEREAS,  the only  portion of the Property not now owned by Sellers is
referred to more specifically in Section 9 below; and
         WHEREAS,  Purchaser  wishes to purchase  and  Sellers  wish to sell the
Property on the terms and conditions set forth herein;
         NOW, THEREFORE, in consideration of the premises, as well as the mutual
covenants herein contained, it is agreed as follows:
         1.  Purchase  Price.  Sellers agree to sell,  and  Purchaser  agrees to
purchase the  Property  for the sum of One Dollar and Ninety  Cents  ($1.90) per
square foot of the Property net of all road rights of way which are dedicated to
the  public or to the Indian  Trail  Water  Control  District  (i.e.,  Purchaser
acknowledges  that  Purchaser  shall pay the  specified  purchase  price for the
square  footage  of the  Property  that is used for  on-site  access  drives and
roadways,  with the exact  square  footage of the Property to be  determined  by
survey as hereinafter provided).
         2.  Payment  of  Purchase  Price.  The  Purchase  Price will be paid as
follows:
                  (a) Upon  execution of this  Agreement by Sellers Ten Thousand
and 00/xx ($10,000.00) Dollars will be paid to THERREL BAISDEN & MEYER WEISS, as
Escrow Agent, by delivery of Purchaser's  check or wire transfer in the said sum
to the said Escrow Agent,  and the proceeds  thereof shall be held by the Escrow
Agent,  to be  returned  to  Purchaser  at closing  or  otherwise  disbursed  in
accordance with any other  applicable  term of this Agreement.  The Escrow Agent
shall  deposit the Ten  Thousand  Dollars  ($10,000.00)  in an  interest-bearing
account,  and all interest earned on the deposit shall be delivered to the party
entitled to the deposit, simultaneously with delivery of the deposit.
                  (b) At  closing,  the balance of the  purchase  price shall be
paid by cashier's  check or wire transfer of funds in  accordance  with Seller's
instructions.
         3. Title, Legal and Survey Examination.
                  (a) Within thirty (30) days after the date hereof, at Sellers'
sole cost and expense,  Sellers will cause to be delivered to THERREL  BAISDEN &
MEYER  WEISS,  1111  Lincoln  Road,  Suite  500,  Miami  Beach,  Florida  33139,
Purchaser's  attorneys, a title insurance commitment for the Property naming the
Purchaser as proposed insured and in the amount of the purchase price. Copies of
all exceptions to title shall accompany the  commitment.  An examination of said
commitment  shall show that Sellers own good and  marketable fee simple title to
the Property (except for the portion  described in Section 9 below) subject only
to such matters as are acceptable to Purchaser. Purchaser shall have thirty (30)
days from  receipt  of the  commitment  and copies of all  exceptions  contained
therein  within which to examine  same. If title is found  defective,  Purchaser
shall,  no later than five (5) days after the  expiration of the thirty (30) day
period,  notify Sellers in writing specifying the defects. If the defects render
title unmarketable or contain restrictions,  easements or other conditions which
are unacceptable to Purchaser in its sole and absolute discretion,  then Sellers
will have sixty (60) days from receipt of the notice within which to remove said
defects.  If Sellers are  unsuccessful in removing the defects within said time,
Purchaser  shall  have the  option  of either  accepting  title as it then is or
demanding a refund of all monies paid  hereunder  which monies shall be returned
to Purchaser,  and thereupon Purchaser and Sellers shall be released,  as to one
another, of all further obligations under this Agreement.  Sellers agree that if
title is found to be  unacceptable as hereinabove  stated,  it will use diligent
effort to correct the defects  within the time  provided  therefor,  but Sellers
shall not be obligated  to  institute  any  necessary  lawsuits.  Seller will be
obliged to satisfy any liens or  mortgages  placed on the  Property  through the
action or inaction of Seller;  as to all other objections to title,  Seller will
not  be  required  to  spend  more  than  a  total  of Ten  Thousand  and  00/xx
($10,000.00) Dollars to correct same.
         Attached  hereto as  Exhibit  "B" is a list of title  exceptions  which
Seller has advised  Purchaser  encumber the Property.  Purchaser agrees that all
such items are acceptable to Purchaser.
                  (b) Sellers  have  delivered  to  Purchaser  the most  current
survey (or  surveys)  of the  Property in  Sellers'  possession.  The survey was
prepared  by Mixon  Land  Surveying,  Inc.  under  Job No.  95- 010 and is dated
February  20, 1995.  Purchaser  shall have a period of thirty (30) days from the
date  hereof to have the  survey  updated  at  Purchaser's  expense  in order to
determine if there are any matters show on the survey which are  unacceptable to
Purchaser.  In the event there are any such matters, same shall be treated as an
objection to title in accordance with paragraph (a) above.
         4.  Conveyance  of Premises.  The Property  will be conveyed by general
Warranty  Deed at  closing,  free and  clear  of all  encumbrances  (except  for
exceptions  to title  accepted by  Purchaser),  and  possession  thereof will be
delivered to Purchaser at closing.
         5. Prorations. Taxes and other expenses in connection with the Property
will be  prorated  as of the date of  closing.  If the tax bills for the year of
closing are not available, taxes will be prorated based upon the previous year's
bill with maximum  discount  allowed and will be reprorated  upon receipt of the
actual tax bills for the year of the closing.  Certified liens as of the date of
closing will be paid by the Sellers.  Pending liens,  if any, will be assumed by
the  Purchaser,  except  that if there are any  pending  liens for  governmental
improvements,  the  installation  of which has been  completed but for which the
lien has not yet been certified, such pending liens will be paid by the Sellers.
         6.       Conditions Precedent to Purchaser's Obligations.
Purchaser shall not be obligated to close this transaction and
shall be entitled to a return of its deposit and all interest
earned thereon if:
                  (a) As of the  date  of  closing,  there  are any  pending  or
threatened  building  moratoria  preventing  construction on the Property of the
shopping center more particularly described in paragraph 7(i) below;
                  (b) As of the date of closing,  Purchaser  has not  received a
building  permit as described in paragraph 7(i) below,  including  approval of a
package sewer treatment  plant,  all of which Purchaser is required to apply for
in accordance  with paragraph 7 below,  or, if Purchaser has received same, said
permit and approval have been revoked;
                  (c) If an update of title  shows any  matters  which  were not
present  as of the date of the title  commitment  which  Purchaser  obtained  in
accordance with paragraph 3 above; or
                  (d) If the Seller of Lot 505, as more  particularly  described
in  paragraph 9 below,  is not ready,  willing and able to close  simultaneously
with the closing of the balance of the Property hereunder.
         7.  Approval  Period.  Purchaser  shall have a period of 18 months (the
"Approval  Period")  beginning  with the Date  Hereof (as  hereinafter  defined)
within  which:  (i) to  obtain  all  necessary  zoning  approvals  to allow  for
construction of a 125,000 square foot shopping center  containing a supermarket,
drug  store,  retail  stores,  restaurants  and other  uses  typically  found in
neighborhood  shopping  centers;  (ii)  apply for a building  permit,  including
approval of a package sewer treatment  plant suitable for  Purchaser's  proposed
development,  which  application  shall be made  after  Purchaser  has  received
approval  from  Publix  Super  Markets,  Inc.  confirming  that the  Property is
approved  for a Publix  supermarket  site.  Purchaser  agrees  to apply for such
approval  from Publix Super  Markets,  Inc. no later than thirty (30) days after
the date hereof and to  diligently  pursue  said  approval.  The  aforementioned
governmental  approvals shall also include  approval of free standing  buildings
containing  up to 7500 square feet each,  which  buildings  will be useable as a
bank or savings and loan  association  or fast food  restaurant.  As part of the
Zoning approval process, Purchaser agrees to use diligent effort to apply timely
in order to meet the December 1, 1995 land use plan amendment filing deadline of
Palm Beach County.  Purchaser shall diligently pursue all  applications.  In the
event prior to the termination of the Approval Period Purchaser has not:
                           (i)  obtained   all   necessary   zoning   approvals,
including a building  permit for the  construction  of the shopping center which
shall be subject to only those conditions which are acceptable to Purchaser;
                           (ii)  obtained an approval  from Publix Super Markets
for the use of the Property as a Publix supermarket site;
                           (iii)  obtained  approval for the  construction  of a
package treatment plant in such size, with such capacity and to be situated in a
location acceptable to Purchaser;
                           (iv)  obtained all other  approvals  for  Purchaser's
development of the  aforedescribed  shopping  center,  then Purchaser may cancel
this Agreement by delivery of a notice of  cancellation to Sellers no later than
10 days after the expiration of the Approval  Period in which event all deposits
herein made  together  with all interest  thereon shall be returned to Purchaser
and all parties shall then be relieved of all further obligation thereunder.
         8. Platting.  In the event a platting,  replatting or waiver of Plat is
necessary  in order  for the  Sellers  to sell the  Property  to the  Purchaser,
Purchaser shall cause same to be completed at its sole cost and expense. Sellers
shall  cooperate with Purchaser in the platting  process and shall promptly sign
any and all  applications,  plats or other matters  requested by Purchaser  with
respect to same.
         9.  Residential  Lot.  Part of the Property is designated as Lot 505 on
Exhibit "A" and currently is improved with a residence.  Lot 505 is not owned by
the  Sellers.  Purchaser  hereby  agrees to use its best  effort to enter into a
contract  with the owners of Lot 505 to purchase  Lot 505  pursuant to an Option
Agreement  suitable to Purchaser.  The purchase price to be paid pursuant to the
option  shall be $2.00 per square  foot of said  option  property  or such other
price as is accepted in writing by the Purchaser,  and closing  thereunder shall
occur  simultaneously  with the closing  hereunder and be conditioned  upon said
closing.  In the event Purchaser has not entered into said Option Agreement with
the owners of Lot 505 on or before  February 1, 1996 then  Purchaser  may cancel
this  contract  by notice to Sellers and Escrow  Agent in which event  Purchaser
shall receive back all deposits made hereunder together with any interest earned
and all parties shall then be relived of all further obligations hereunder.
         10. Closing.  Unless this Agreement is terminated or extended as herein
provided,   then  this  transaction  will  close  thirty  (30)  days  after  the
satisfaction  of all items  identified in this  Agreement as  contingencies  for
closing,  but in no event later than  nineteen  (19) months from the Date Hereof
(as  hereinafter  defined).  The  closing  will take place at 10:00 A.M.  on the
closing date at the offices of the Sellers attorney.  At the closing,  Purchaser
shall:
                  (a) Execute the closing statement.
                  (b) Execute and deliver such other documents and do such other
things as may be required hereunder.
                  (c) Pay for recording the deed.
         At the closing, the Sellers shall:
                  (a) Deliver its general warranty deed, in recordable form, and
pay for documentary stamps and surtax on the deed.
                  (b) Deliver a mechanic's lien affidavit in statutory form.
                  (c) Deliver an affidavit attesting to the fact that Sellers is
not a foreign person.  Said affidavit shall be issued in accordance with Section
1445 of the Internal Revenue Code.
                  (d) Execute a "gap" affidavit attesting to the fact that s has
not executed any documents  which might  adversely  affect title to the Property
between the date of the last title update and the date of closing.
                  (e) Execute the closing statement.
                  (f) Pay for Purchaser's title insurance policy.
         11. Representation of Sellers. The Sellers hereby warrant and represent
to Purchaser that:
                  (a) Sellers have not  received any notice from any  applicable
                  governing  authority  advising  Sellers  of  any  proposed  or
                  threatened condemnation of the Property.
                  (b)  Sellers  is not  aware  of  any  proposed  or  threatened
                  litigation against the Property or against Sellers which could
                  have an adverse impact on the Property.
                  (c) Neither  Sellers nor any prior owner of the  Property  has
                  used the Property for the storage, disposal or handling of any
                  hazardous  materials,  or toxic  waste or other  environmental
                  contaminants,  nor are Sellers  aware of and Sellers  have not
                  received  any notice of the  presence  of any such  materials,
                  waste or contaminants in, on or about the Property.
                  (d) The  Property  is not part of a  Development  of  Regional
                  Impact.
         12.  Dispute.  In the event of any  litigation  between  the parties on
account of any matter arising out of this Agreement,  the parties agree that the
prevailing  party shall be entitled to recovery of all costs of said  litigation
including attorney's fees.
         13.  Notice.  Notice  shall be deemed  properly  given  hereunder  when
hand-delivered,  delivered  by  Federal  Express or other  recognized  overnight
carrier,  made in writing  and  deposited  in the  United  States  certified  or
registered  mails,  with  sufficient  postage prepaid thereon to carry it to its
addressed destination; and the said notices shall be addressed as follows:

                  For the Sellers:   Royal Palm Beach Colony Limited
                                     Partnership
                                     2501 South Ocean Drive
                                     Hollywood, Florida 33019

                                     ATTN:  Randy Rieger

                                     John Morris
                                     721 US Highway 1, Suite 205
                                     North Palm Beach, Florida 33408

                  With a copy to:    David Greenberg, Esquire
                                     1371 SW 12th Avenue
                                     Pompano Beach, Florida 33069

                  For the Purchaser: Gerald M. Higier, Trustee
                                     1541 Sunset Drive, Suite 300
                                     Coral Gables, Florida  33143

                  With a copy to:    Ellen Rose, Esquire
                                     Therrel Baisden & Meyer Weiss
                                     Suite 500
                                     1111 Lincoln Road Mall
                                     Miami Beach, Florida  33139-0558

         Nothing herein  contained shall be construed as prohibiting the parties
respectively  from changing the place at which notice is henceforth to be given,
but no such  change  shall be  effective  unless  and  until it shall  have been
accomplished  by written  notice given in the manner set forth in this paragraph
14.
         14.  Assignment.  This Agreement is assignable by Purchaser  subject to
the Sellers' prior written approval which shall not be unreasonably  withheld or
delayed.
         15. Broker.  Sellers and Purchaser  represent and warrant to each other
that they  have not  authorized  any  broker,  agent,  or finder to act on their
behalf other than the RTL Realty, whose commission Sellers shall pay pursuant to
separate listing agreements, nor do they have any knowledge of any other broker,
agent  or  finder  purporting  to  act  on  their  behalf  in  respect  to  this
transaction.  Sellers and Purchaser  hereby agree to indemnify and hold harmless
each  other from and  against  any cost,  expense,  claim,  liability  or damage
resulting from a breach of the  representation and warranty contained herein and
from any claim by any broker in connection with this transaction.
         16.  Default.  If Purchaser  breaches this Agreement all monies paid or
required to be paid pursuant to this  Agreement by Purchaser,  together with all
interest earned  thereon,  shall be retained by or for the account of Sellers as
consideration  for the execution of this  Agreement and as agreed and liquidated
damages, in full settlement of any claim for damages, and such remedies shall be
the sole and exclusive  remedy of Sellers.  If for any reason other than failure
of Sellers to make title good and  marketable  as  required  by this  Agreement,
Sellers  fail,  neglect  or refuse  to  convey  title to  Purchaser  under  this
Agreement  or  otherwise  fails to  perform  their  obligations  hereunder,  all
deposits made by Purchaser,  together with all interest earned thereon, shall be
returned  upon  demand,  or  Purchaser,  at its option,  shall have the right of
specific  performance  against  Sellers.  If Sellers  default is their  wrongful
failure to close on account of its fraudulent transfer of all or any part of the
Property  to another  party,  then  Purchaser  shall also have the right to seek
damages against the Sellers.
         17.  Condemnation.  If prior to the closing under this Agreement either
party  hereto  receives or obtains any notice of any type that any  governmental
authority having jurisdiction  intends to commence proceedings for the taking of
all or a portion of the Property by the exercise of any power of condemnation or
eminent  domain or notice  thereof is  recorded  in the  Public  Records of Palm
Beach, County, Florida, the applicable party shall promptly notify the other and
thereupon  the  Purchaser  shall have the option to either  (i)  terminate  this
Agreement  and receive back all deposit  monies paid  hereunder,  whereupon  the
parties shall be released and relieved of any further liabilities or obligations
under this  Agreement  or (ii) close this  transaction  as if no such notice had
been received, obtained or recorded, or proceedings commenced, in which case all
proceeds of such condemnation otherwise belonging to Sellers shall belong to the
Purchaser  and there shall be no  reduction  of the  Purchase  Price or any sums
required to be paid to the Sellers by the Purchaser hereunder.
         18. Escrow Agent.  Any Escrow Agent receiving funds hereunder agrees to
deposit  same  promptly  and to hold  same in  accordance  with  the  terms  and
conditions  of this  Agreement.  In the  event  of  doubt  as to its  duties  or
liabilities hereunder, Escrow Agent may, in its discretion, continue to hold the
funds  until  the  parties  agree to  disbursement  thereof  or until a court of
competent  jurisdiction  shall determine the rights of the parties  thereto,  or
Escrow  Agent  may  deposit  same  with the Clerk of the  Circuit  Court  having
jurisdiction  of the dispute and upon notifying all parties of such action,  the
liability of the Escrow Agent hereunder shall  terminate,  except for accounting
of all sums disbursed  hereunder out of escrow. In the event of any suit between
Sellers  and  Purchaser  wherein  the Escrow  Agent is made a party by virtue of
acting as Escrow Agent  hereunder,  or in the event of any suit  wherein  Escrow
Agent  interpleads  the subject matter of the escrow,  the Escrow Agent shall be
entitled to recover reasonable attorneys' fees and costs incurred, said fees and
costs to be  charged  and  assessed  as court  costs in favor of the  prevailing
party.  All parties agree that the Escrow Agent shall not be liable to any party
or person  whomsoever  for  misdelivery  to  Purchaser  or  Sellers of the items
subject to this escrow,  unless said misdelivery  shall be due to willful breach
of this Agreement or gross negligence of the Escrow Agent.
         Sellers acknowledge that Escrow Agent is Purchaser's  attorney.  In the
event of a dispute  which  requires  that Escrow  Agent  interpleads  the escrow
amount or in the event of any other litigation between the parties on account of
the terms  hereof.  Sellers  agree that Escrow  Agent may continue to act in its
capacity as Purchaser's attorney in settling or litigating said dispute.
         19. Purchaser's Due Diligence. In the event this transaction shall fail
to close for any reason,  then  Purchaser  shall deliver to Seller copies of any
studies,  surveys,  etc.  which  Purchaser  obtained  in its  inspection  of the
Property, and in the event Purchaser does not have any duplicate copies of same,
Purchaser shall make same available for Seller to copy.
         20.  Allocations.  The Property is owned in the following  percentages:
Royal Palm Beach Colony,  50.94%; John Morris,  49.06%. The purchase price shall
be divided between the Sellers in accordance with those percentages, and Sellers
agree to divide the expense of this  transaction  between them in the  foregoing
percentages.
         21.  Purchaser's  Efforts.  Purchaser  agrees to use good  faith and to
diligently pursue all approvals, including the replat of the Property, which are
required to be pursued by Purchaser herein.
         22.   Sellers'   Acceptance.   Sellers   will  have   until  5:00  P.M.
_____________________,  1995 to accept and return a fully executed  Agreement to
Purchaser.
         23. Date Hereof.  For purposes  hereof,  the "Date Hereof" shall be the
date both parties are in receipt of a fully executed copy of this Agreement.
         24.  Survival.  The provisions of this Agreement  shall not survive the
closing of this transaction, unless specifically provided otherwise.

         IN WITNESS WHEREOF, the parties hereto have hereunto placed their hands
and seals, this _____ of_________________, 1995.

Signed, sealed and delivered               SELLER
in the presence of:
                                           ROYAL PALM BEACH COLONY LIMITED
                                           PARTNERSHIP

                                           By: Stein Management Co.,
                                               Inc., a Florida
                                               Corporation, Managing
                                               General Partner

                                               By: _____________________________
                                                   RANDY REIGER
                                                   Vice President

                                           _____________________________________
                                           JOHN MORRIS


                                           PURCHASER

/s/Ellen ??????????????????????            /s/Gerald M. Higier
/s/????????????????????????????            GERALD M. HIGIER, Trustee
<PAGE>
                                   EXHIBIT "B"


1.   Taxes or special assessments for the year of closing.

2.   Any claim that any portion of the lands are sovereign lands of the State of
     Florida including submerged, filled or artificially exposed lands and lands
     accreted to such lands.

3.   Reservations  of 1/2 of all of the rents and royalties  paid or payable for
     any oil, gas or other mineral, whether metallic or non-metallic and mineral
     rights on, in or under the land herein conveyed.  The  exploration,  mining
     and  developing  of same can only be done with the  permission  of the then
     surface owner, all as set forth in Deed from Elizabeth L. Randolph, et. al.
     to Royal Palm Beach Colony, Inc., as recorded April 9, 1969 in OR Book 1714
     at Page 1410 of the  Public  Records  of Palm  Beach  County,  Florida;  as
     affected by conveyances  recorded in OR Book 1802 at Page 266; OR Book 3710
     at Pages 1109 and 1111; OR Book 5302 at Pages 1896,  1897 and 1898; OR Book
     5926 at Page  1774;  So far as same  shall  affect  lands  in  Section  30,
     Township 42 South Range, 41 East, Palm Beach County, Florida.

4.   Declaration  of Easements as granted by Royal Palm Beach  Colony,  Inc., in
     favor of the Indian Trail Water Control  District for road, flood and water
     control  purposes dated April 22, 1970 and recorded May 18, 1970 in OR Book
     1810 at Page 491 of the Public  Records of Palm Beach County,  Florida,  so
     far as same shall affect  lands in Section 30,  Township 42, South Range 41
     East,  Palm  Beach  County,  Florida.  Purchaser  accepts  same  subject to
     location of the Easements on a survey.

5.   Tri-party  Easement Agreement recorded December 27, 1976 in OR Book 2621 at
     Page 420 of the Public  Records of Palm Beach  County,  Florida.  Purchaser
     accepts same subject to location of the Easements on a survey.

6.   Order  Extending  Boundaries of the Indian Trail Water Control  District to
     include all of Section 30, Township 42, South Range 41 East and other lands
     as  recorded  October  14,  1970 in OR Book  1845 at Page 68 of the  Public
     Records of Palm Beach County, Florida.

7.   Resolution  Number R-86-434 filed by the Board of County  Commissioners  of
     Palm Beach County in regard to the use of septic tanks when approved by the
     Palm Beach County Health  Department as recorded  April 14, 1986 in OR Book
     4846 at Page 1542 of the Public Records of Palm Beach County, Florida.

8.   Notice of  Interest  recorded  in OR Book  2492 at page 1359 of the  Public
     Records of Palm Beach County, Florida.