OPTION AGREEMENT FOR SALE AND PURCHASE

THIS  AGREEMENT  is made this 1st day of March 1999 between the Royal Palm Beach
Colony,  L.P.,  a Delaware  Limited  Partnership,  with an address at 2501 South
Ocean Drive,  Hollywood,  FL 33019,  as "Seller" and The Nature  Conservancy,  a
non-profit  District  of  Columbia  corporation,  whose  address  is  222  South
Westmonte Drive, Suite 300, Altamonte Springs, Florida 32714, and its successors
and assigns, as "Purchaser."

1.   GRANT OF OPTION.  Seller hereby grants to Purchaser and its  successors and
assigns the  exclusive  option to  purchase  all of  Seller's  right,  title and
interest  in and to the real  property  located in Palm Beach  County,  Florida,
described  in  Exhibit  "A",  together  with  all  improvements,  easements  and
appurtenances ("Property"), in accordance with the provisions of this Agreement.
This  Agreement  becomes  legally  binding  upon  execution  by the  parties but
exercise of the option is subject to approval by the Palm Beach  County Board of
County  Commissioners  (the  "Board"),   whose  address  is  Palm  Beach  County
Department of Environmental Resources Management,  3323 Belvedere Road, Building
502, West Palm Beach,  Florida  33406.  If this option is assigned to the Board,
Palm Beach County shall not have any  obligations  under this Agreement until it
gives  written  notice of exercise to Seller.  If this option is assigned to the
Board,   the  Board's   agents  in  all  matters  shall  be  the  Department  of
Environmental Resources Management ("ERM") and the County Attorney's Office.

2.   OPTION TERMS. The option is One Hundred Dollars ($100) ("Option  Payment"),
the receipt  and  sufficiency  of which is hereby  acknowledged  by Seller.  The
option may be exercised during the period  beginning with Purchaser's  execution
of this  Agreement  and ending 150 days after  execution  of this  Agreement  by
Seller,   unless  extended  by  other  provisions  of  this  Agreement  ("Option
Expiration Date").

3.A. PURCHASE PRICE. The purchase price  ("Purchase  Price") for the Property is
One Million Three Hundred Eighty Five Thousand and no/100 Dollars $1,385,000.00,
which after reduction by the amount of the Option Payment,  will be paid in cash
or certified  funds, or, if assigned to the Board, by County check, to Seller at
closing.

3.B.  ADJUSTMENT OF PURCHASE PRICE. The Purchase Price is $1,385,000.00.  If the
final County approved survey required by paragraph 5 hereof shows that there are
less than 483 acres,  then the Purchase Price will be decreased by $3,000.00 for
each acre less than 483 acres.

4.A. ENVIRONMENTAL AUDIT. Seller shall, at his sole cost and expense and at leas
45 days prior to the Option  Expiration  Date,  furnish to  Purchaser  a Phase I
environmental  audit of the Property which meets the standards and  requirements
of the  Division  of State  Lands of the  Florida  Department  of  Environmental
Protection ("DSL"). It is Seller's responsibility to ensure that the consultants
contact Purchaser  regarding these standards and requirements.  Seller shall use
the  services of  competent,  professional  consultants  with  expertise  in the
environmental auditing process to determine the existence and extent, if any, of
"Hazardous  Materials" shall mean any hazardous or toxic substance,  material or
waste of any kind or any other substance which is regulated by any Environmental
Law ( as hereinafter defined in paragraph 4.B.). The audit shall be certified to
Purchaser and the date of certification  shall be within 45 days before the date
of closing.
<PAGE>
4.B. HAZARDOUS MATERIALS. In the event that the environmental audit provided for
in paragraph  4.A confirms the presence of Hazardous  Materials on the Property,
Seller  shall,  at its sole cost and  expense  and prior to the  exercise of the
option and closing,  promptly  commerce and  diligently  pursue any  assessment,
clean up and  monitoring of the Property into full  compliance  with any and all
applicable  federal,   state  or  local  laws,  statutes,   ordinances,   rules,
regulations  or  other  governmental  restrictions  regulating,  relating  ,  or
imposing  liability  or  standards  of conduct  concerning  Hazardous  Materials
("Environmental  Law"),  but shall not be required to spend more than $7,000.00.
If the  estimated  cost of clean up of  Hazardous  Materials  exceed  $13,000.00
either party may elect to terminate  this Agreement and neither party shall have
any further obligations under this Agreement.

5.   SURVEY.  Seller shall no later than 45 days prior to the Option  Expiration
Date  obtain at its sole cost and  expense  and  deliver to  Purchaser a current
boundary  survey  of the  Property  prepared  by a  professional  land  surveyor
licensed by the State of Florida which meets the standards and  requirements  of
DSL. It is Seller's  responsibility  to ensure that the  surveyor  contacts  the
Bureau of Survey and Mapping in DSL regarding these  standards and  requirements
prior to the  commencement  of the  Survey.  The Survey  shall be  certified  to
Purchaser and the title insurer and the date of certification shall be within 90
days  before the date of  closing,  unless  this 90 day time period is waived by
Purchaser  and by the title  insurer  for  purposes  of  deleting  the  standard
exceptions  for survey  matters and easements or claims of easement not shown by
the public  records  from the  owner's  title  policy.  If the Survey  shows any
encroachment on the Property or that improvements  intended to be located on the
Property  encroach  on the land of others.  The same shall be treated as a title
defect.

6.   TITLE INSURANCE. Seller shall, at its sole cost and expense and at least 30
days prior to the Option  Expiration  Date,  furnish to  Purchaser a  marketable
title  insurance  commitment,  to be  followed  by an owner's  marketable  title
insurance  policy (ALTA Form "B") from a title  company  approved by  Purchaser,
insuring  marketable  title of  Purchaser to the Property to the Property in the
amount of the purchase  Price.  At closing,  Seller shall require that the title
insurer  delete the standard  exceptions  of such policy  referring to : (a) all
taxes,  (b)  unrecorded  rights or claims of parties in  possession,  (c) survey
matters,  (d)  unrecorded  easements or claims of easements,  and (e) unrecorded
mechanics' liens.

7.   DEFECTS IN TITLE. Seller shall, within 90 days after notice form Purchaser,
cure all defects in title.  Seller agrees to use diligent  effort to correct the
defects in title within the time provided therefor, but shall not be required to
bring any  lawsuits.  If Seller is  unsuccessful  in removing the title  defects
within said time, Purchaser shall have option to either: (a) accept the title as
it then is with no  reduction in the  Purchase  Price,  (b) extend the amount of
time, not to exceed and additional 90 days,  that Seller has to cure the defects
in title, or (c) terminate this  Agreement,  thereupon  releasing  Purchaser and
Seller form all further obligations under this Agreement.

8.   INTEREST  CONVEYED.  At  closing,  Seller  shall  execute  and  deliver  to
Purchaser a statutory  warranty deed in accordance with Section 689.02,  Florida
Statutes, conveying marketable title to the
<PAGE>
Property in fee simple fee and clear of all liens,  reservations,  restrictions,
easements,  leases,  tenancies and other encumbrances  accepted,  in writing, by
Purchaser.

9.   PREPARATION OF CLOSING DOCUMENTS. Upon execution of this Agreement,  Seller
shall submit to Purchaser a properly completed and executed beneficial affidavit
and disclosure as required by Sections 286.23, and 380.08(2),  Florida Statutes,
attached  hereto as Addendum  No. 1, and,  at Closing  Seller  shall  execute an
environmental  affidavit,  on the form attached  hereto as Addendum No. 2 Seller
shall prepare the deed described in paragraph 8 of this  Agreement,  Purchaser's
and Seller's  closing  statements  and the title,  possession and lien affidavit
certified to Purchaser and title insurer in  accordance  with Section  627.7842,
Florida Statutes,  on forms provided by Purchaser.  All prepared documents shall
be submitted to Purchaser  for review and approval at least 15 days prior to the
Closing Date.

10.  PURCHASER  REVIEW FOR CLOSING.  Purchaser  will approve or reject each item
required  to be  provided by Seller  under this  Agreement  within 20 days after
receipt of all of the required  items.  Seller still have 15 days  thereafter to
cure and resubmit any rejected item. In the event Seller fails to timely deliver
any item,  or Purchaser  rejects any item after  delivery,  Purchaser may in its
reasonable  discretion  extended the Option  Expiration Date or Closing Date, as
applicable.

11.  EXPENSES.  Seller will pay the documentary  revenue stamp tax and all other
taxes or costs  associated with the conveyance,  including the cost of recording
the deed  described in paragraph 8. Of this  Agreement and any other  recordable
instruments  which  the  title  company  deems  necessary  to  assure  good  and
marketable title to the Property.

12.  TAXES AND  ASSESMENTS.  If this  option is not  assigned to the Board , all
real estate taxes and  assessments  which are or which may become a lien against
the  Property  shall be  prorated  between  the  parties to the date of closing.
Notwithstanding  any  provision  herein  to the  contrary  , if this  option  is
assigned to the Board, all real estate taxes and assessments  which are or which
may become a lien against the Property shall be satisfied of record by Seller at
closing.  If this  option is assigned  to the Board and the Board  acquires  fee
title to the  Property  between  January 1 and  November  1,  Seller  shall,  in
accordance  with Section  196.295,  Florida  Statutes,  place in escrow with the
county tax collector an amount equal to the current  taxes  prorated to the date
of  transfer,  based  upon  the  current  assessment  and  mileage  rates on the
Property.  In the event the Board acquires fee title to the Property on or after
November 1, Seller shall pay to the county tax  collector an amount equal to the
taxes  to be  determined  to be  legally  due  and  payable  by the  county  tax
collector.

13.  CLOSING  PLACE AND DATE.  The  closing  shall be on or before 30 days after
Purchaser  exercises  the  option,  but in no event  sooner  than June 1,  1999,
provided,  however, that if a defect exists in the title to the Property , title
commitment,  Survey,  environmental audit, or any other documents required to be
provided or completed and executed by Seller,  the closing shall occur on either
the  original  closing  date or within 15 days after  receipt  of  documentation
curing the defects,  whichever is later.  Notwithstanding anything herein before
to the contrary, Purchaser may, in its sole discretion, extend the closing up to
an additional 60 days.  The place of closing shall be at the offices of Seller's
attorney in West Palm Beach,  Florida,  and the date and time shall be agreed to
by Purchaser and Seller.
<PAGE>
14.  RISK OF LOSS AND  CONDITION OF REAL  PROPERTY.  Seller  assumes all risk of
loss or damage to the Property  prior to the date of closing and  warrants  that
the  Property  shall be  transferred  and  conveyed to  Purchaser in the same or
essentially  the same  condition  as of the date of Seller's  execution  of this
Agreement.  ordinary wear and tear excepted. However, in the event the condition
of the  Property is altered by an act of God or other  natural  force beyond the
control of Seller,  Purchaser may elect,  at its sole option,  to terminate this
Agreement  and  neither  party  shall have any  further  obligations  under this
Agreement.  Seller  represents and warrants that there are no parties other than
Seller in occupancy or possession of any part of the Property.

15.  RIGHT TO ENTER  PROPERTY AND  POSSESSION.  Seller agrees that from the date
this Agreement is executed by Seller,  Purchaser and its agents, upon reasonable
notice,  shall have the right to enter the Property  for all lawful  purposes in
connection with this  Agreement.  With regard to any entry by Purchaser upon the
Property prior to closing,  Purchaser  shall be responsible for damage or injury
to persons or property resulting form Purchaser's  liability to Seller or to any
third party shall be subject to the  limitations  and  conditions  specified  in
Section  768.28,  Florida  Statutes,  and  nothing  contained  herein  shall  be
constructed as a waiver of sovereign  immunity.  Seller  represents and warrants
that there are no parties  other than Seller in occupancy or  possession  of any
part if the Property. Seller agrees to clean up an remove all abandoned personal
property,  refuse,  garbage,  junk,  rubbish,  trash,  and debris  (collectively
referred to herein as the "garbage") from the Property prior to the closing, but
shall not be required to spend more than $1,000.00.  If the cost to clean up the
garbage exceeds  $1,000.00,  then the Purchaser shall contribute up to $6,000.00
to clean up the garbage.  If the cost to clean up the garbage exceeds $7,000.00,
either party may elect to terminate  this Agreement and neither party shall have
any further obligations under this Agreement.

16.  ACCESS. Seller warrants that there is direct legal and actual access to the
Property  over  public  roads or valid ,  recorded  easements  that  benefit the
Property

17.  DEFAULT. If either party defaults under this Agreement,  the non-defaulting
party may waive the default and proceed to closing, or may seek any other remedy
available at law or in equity against the defaulting  party.  In connection with
any  dispute  arising  out  of  this  Agreement,  including  without  limitation
litigation  and  appeals,  the  prevailing  party  will be  entitled  to recover
reasonable attorney's fees and costs.

18.  BROKERS. Seller and Purchaser warrant that no persons, firms,  corporations
or other  entities are entitled to a real estate  commission  or other fees as a
result of this Agreement or subsequent closing,  except as accurately  disclosed
on the disclosure  statement required in paragraph 9. Seller and Purchaser shall
indemnify  and hold each other  harmless  from any and all such claims,  whether
disclosed  for  undisclosed  . In the event this  Agreement  is  assigned to the
County,  any fees due any other third party for its  services to the Board shall
be the sole responsibility of the County and The Nature Conservancy shall remain
liable for the indemnification set forth in this paragraph 18.

19.  ASSIGNMENT.  This Agreement may be assigned by Purchaser only to Palm Beach
County,  without the consent of Seller,  in which event  Purchaser  will provide
written notice of assignment to Seller.
<PAGE>
20.  TIME.  Time is of essence  with  respect to all dates or times set forth in
this Agreement.

21.  WETLAND DONATION. At Seller's request , the parties acknowledge that Seller
intends to donate the  wetlands  portion of the  Property to Palm Beach  County.
However,  this  acknowledgment  does not represent any  concurrence  in Seller's
claimed fair market value of the wetlands.  Seller  acknowledges and agrees that
this  wetland  donation is an item of  negotiated  consideration  unique to this
particular  transaction and accordingly,  this wetland donation shall no be used
as a precedent in any future real estate negotiations.

22.  SEVERABILITY.  In the event any of the  provisions  of this  Agreement  are
deemed to be unenforceable,  the  enforceability of the remaining  provisions of
this Agreement shall not be affected.

23.  SUCCESSORS IN INTEREST. Upon Seller's execution of this Agreement, Seller's
heirs legal  representatives,  successors  and assigns will be bound by it. Upon
Purchaser's  approval of this Agreement and Purchaser's  exercise of the option,
Purchaser  and  Purchaser's  successors  and  assigns  will be bound by it.  The
covenants,  warranties,  representations  and  indemnities  made  by  Seller  to
Purchaser  hereunder  shall incur to the benefit of  Purchaser's  successors and
assigns.

24.  ENTIRE AGREEMENT.  This Agreement contains the entire agreement between the
parties  pertaining to the subject  matter  contained in it and  supercedes  all
prior and contemporaneous agreements,  representations and understandings of the
parties.  No supplement,  modification  or amendment to this Agreement  shall be
binding unless executed in writing by the parties.

25.  WAIVER.  Failure of  Purchaser  to insist  upon strict  performance  of any
covenant  or  condition  of this  Agreement,  or to  exercise  any right  herein
contained, shall not be constructed as a waiver or relinquishment for the future
of any such  covenant,  condition  or right;  but the same shall  remain in full
force and effect.

26.  AGREEMENT  EFFECTIVE.  This  Agreement  or any  modification,  amendment or
alteration  thereto,  shall not be  effective or binding upon any of the parties
hereto until it ahs been executed by all of the parties.

27.  ADDENDUM.  Any addendum attached hereto that is signed by the parties shall
be deemed a part of this Agreement.

28.  NOTICE.  Whenever  either party  desires or is required to give notice unto
the other, it must be given by written notice,  and either delivered  personally
or  mailed  to the  appropriate  address  indicated  on the  first  page of this
Agreement,  or such other address as is designated on writing by a party to this
Agreement.
<PAGE>
THE  EXERCISE  OF THIS  OPTION IS SUBJECT  TO: (1)  CONFIRMATION  THAT THE FINAL
ADJUSTED  PURCHASE  PRICE IS NOT IN EXCESS OF THE COUNTY  APPROVED  VALUE OF THE
PROPERTY , AND (2) COUNTY APPROVAL OF ALL DOCUMENTS TO BE FURNISHED HEREUNDER BY
SELLER.


                                        SELLER

                                        ROYAL PALM BEACH COLONY, L.P.
                                        a Delaware Limited Partnership


                                        By: Stein Management Co., Inc. a Florida
                                        Corporation, its sole general partner


                                        By: /s/ Randy Reiger
                                        ----------------------------------------
                                        Randy Reiger, Authorized Agent



                                        59-2501-059
                                        ----------------------------------------
                                        F.E.I.D. No.


                                        3-1-99
                                        ----------------------------------------
                                        Date signed by Seller


                                        Executed by the SELLER on 3-1-99
                                                                  --------------
<PAGE>
/s/ Jim Hr                              PURCHASER
Jim Hr                                  THE NATURE CONSERVANCY
-----------------------
Witness as to Purchaser                 By:  /s/ Robert L. Bendick, Jr.
                                        ----------------------------------------
/s/ Jane Berger                         Robert L. Bendick, Jr.
Jane Berger
----------------------                  Its: Vice President
Witness as to Puchaser

Robert L. Bendick, Jr.
                                                  (Corporate Seal)



                                              53-0242652
                                        ----------------------------------------
                                                   F.E.I.D. No.


                                                     3/18/99
                                        ----------------------------------------
                                        Date signed by Purchaser





<PAGE>
                                  ADDNDUM No. 1
                       BENEFICIAL INTEREST AND DISCLOSURE
                                      OTHER

STATE OF     ) FLORIDA
             )
COUNTY OF    ) DADE



Before  me,  the  undersigned  authority,   personally  appeared  Randy  Rieger,

Authorized  Agent.  This 1st day of March,  1998 who,  first  being duly  sworn,

deposes and says:



     1) That Royal  Palm Beach  Colony a  Delaware  Limited  Partnership,  whose

address is 2501 South Ocean Drive,  Hollywood,  FL 33019, is the record owner of

the Property.  The following is a list of every  "person" (as defined in Section

1.03 (3), Florida Statutes) holding 5% or more of the beneficial interest in the

Property.

                (if more space is needed, attach separate sheet)



Name                                 Address                            Interest
----                                 -------                            --------

Royal Palm Beach Colony, a Delaware Limited Partnership,  is registered with the
Federal Securities Exchange Commission and is exempt from the requirements of s.
286.23 pursuant to ss. 286.23 (3) (a), Florida Statutes.

<PAGE>
     2) That to the best of the  affiant's  knowledge,  all  persons  who have a

financial  interest in this real estate  transaction or who have received or who

will receive real estate  commission,  attorney's  or  consultant's  fees or any

other benefits incident to the sale of the property are:


Name               Address               Reason for Payment               Amount
----               -------               ------------------               ------

Moyle Flanigan            625 N. Flagler Drive       Attorney Fees. Amount to
                          West Palm Beach, FL 33401  be determined.


RTL Realty, Inc.          1541 Sunset Drive          Real Estate Commission
                          Coral Gables, FL 33143


EnviroDesign Associates,  298 Pineapple Grove Way    Phase I Environmental site
Inc.                      Delray Beach, FL 33444     assessment


     3) That,  to the best of the affiant's  knowledge,  the following is a true

history of all financial transactions (including any mortgages and amendments or

modifications  thereto,  or existing options or purchase  agreements in favor of

affront)  concerning  the  Property  which have  taken  place or will take place

during  the last  five  years  prior to the  conveyance  of title to Palm  Beach

County, Florida:


 Name and Address                            Type of                  Amount of
of Parties Involved         Date             Transaction             Transaction
-------------------         ----             -----------             -----------

NONE




This affidavit is given with the provisions of Sections 286.23 , and 380.08 (2),
Florida

Statutes.

AND FURTHER AFFIANT SAYETH NOT.

                                    /s/ Randy Rieger
                                    ------------------------------
                                    Randy Rieger, Authorized Agent
<PAGE>
SWORN TO and  subscribed  before me this 1st day of March  1999,  by  Authorized
Agent who is  personally  known to me or who has  produced & drivers  license as
identification and who did take an oath.


                                               /s/ Rebecca Santamaria
                                               ---------------------------------
                                               Rebecca Santmaria
                                               Notary Public


                                               Rebecca Sanamaria
                                               ---------------------------------
                                               (Printed or Typed Name of Notary)

                                               Commission No.: CC 799693
                                                               -----------------

                                               My Commission Expires: 12/28/02
                                                                     -----------

<PAGE>
                                   EXHIBIT "A"

                                       TO
                               FISRT AMENDMENT TO
                     OPTION AGREEMENT FOR SALE AND PURCHASE


                                LEGAL DESCRIPTION


That portion of Sections 19 and 20, Township 41 South, Range 41 East, Palm Beach
County, Florida, lying south of the Seaboard A.L. Railroad.