Exhibit 4.1

                                Equity One, Inc.

                                  Successor to

                              IRT PROPERTY COMPANY,
                                     Issuer

                                       and

                                       the

                                   Guarantors
                SET FORTH ON THE SIGNATURE PAGES ATTACHED HERETO

                                       to

                                  SUNTRUST BANK

                                     Trustee

                            ------------------------

                          Supplemental Indenture No. 5

                          Dated as of february 12, 2003

                      ------------------------------------

                                 ASSUMPTION AND
                       GUARANTEE OF SENIOR DEBT SECURITIES

<PAGE>



     SUPPLEMENTAL  INDENTURE  NO.  5,  dated  as  of  February  12,  2003  (this
"Supplemental Indenture"),  among Equity One, Inc., a corporation duly organized
and  existing  under  the laws of the State of  Maryland  (the  "Company"),  IRT
Property  Company,  a corporation  duly organized and existing under the laws of
the State of Georgia ("IRT"),  each of the Guarantors set forth on the signature
pages attached hereto (the  "Guarantors"),  and SunTrust Bank (formerly known as
SunTrust  Bank,  Atlanta),  a Georgia  banking  corporation  duly  organized and
existing under the laws of the State of Georgia, as Trustee (the "Trustee").

                                 R E C I T A L S
                                 ---------------

     WHEREAS,  IRT and the Trustee  have  heretofore  entered  into an Indenture
dated as of November 9, 1995 (as amended,  supplemented  or  otherwise  modified
through the date hereof,  the "Indenture"),  a form of which has been filed with
the  Securities  and Exchange  Commission  under the  Securities Act of 1933, as
amended, as an exhibit to IRT's Registration Statement on Form S-3 (Registration
No.  33-63523),  providing  for the  issuance  from time to time of senior  debt
securities of IRT (the "Securities");

     WHEREAS,  on or about the date hereof IRT shall be merged with and into the
Company with the Company  surviving  such merger  pursuant to the  Agreement and
Plan of Merger  dated as of October  28,  2002  between the Company and IRT (the
"Merger Agreement");

     WHEREAS,  Section 801 of the  Indenture  permits IRT to merge with and into
another  Person  if  the  successor   entity  shall  expressly   assume  certain
obligations  of IRT under the Indenture and the Company  desires to so expressly
assume such obligations;

     WHEREAS,  the  Guarantors  will provide the guaranty  herein set forth (the
"Guaranty") of the Obligations (as defined herein);

     WHEREAS,  Sections  901(1) and 901(9) of the Indenture  permits the Company
and the  Trustee to enter  into  indentures  supplemental  thereto  without  the
consent of any Holder of Securities to evidence the succession of the Company to
IRT and the assumption herein set forth and to make any change to the Indenture,
provided that such change does not adversely affect the interests of the Holders
of Securities of any series or any related coupons in any material respect;

     WHEREAS,  each  Guarantor has determined  that its execution,  delivery and
performance of this Supplemental  Indenture directly benefit, and are within the
purposes and best interests of, the Guarantor;

     WHEREAS,  the Board of  Directors  of IRT and the Board of Directors of the
Company has each duly adopted resolutions authorizing the Company to execute and
deliver this  Supplemental  Indenture and the Board of Directors (or  equivalent
governing body) of each Guarantor has duly adopted resolutions  authorizing such
Guarantor to execute and deliver this Supplemental Indenture; and

     WHEREAS,  all other  conditions  and  requirements  necessary  to make this
Supplemental  Indenture,  when duly executed and delivered,  a valid and binding
agreement in accordance  with its terms and for the purposes  herein  expressed,
have been performed and fulfilled.
<PAGE>

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     Upon the  effectiveness  of the  merger  of IRT  with and into the  Company
pursuant  to  the  Merger   Agreement  (the  "Effective   Time"),   for  and  in
consideration  of the premises and other good and  valuable  consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the Company and each
Guarantor agrees as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

     SECTION 1.1. Definitions.  For all purposes of this Supplemental Indenture,
except as  otherwise  expressly  provided  for or unless the  context  otherwise
requires:

          (a)  capitalized  terms  used but not  defined  herein  shall have the
respective meanings assigned to them in the Indenture; and

          (b) all  references  herein  to  Articles  and  Sections  refer to the
corresponding Articles and Sections of this Supplemental Indenture.

          (c)  as  used  herein,   "Obligations"   means  (x)  all  payment  and
performance  obligations  of IRT (i) under the  Indenture  with  respect  to the
Securities,  (ii) under the  Securities and (iii) as a result of the issuance of
the  Securities  and (y) the  obligation to pay an amount equal to the amount of
any and all  damages  which the  Trustee and the  Holders,  or any of them,  may
suffer  by  reason  of a  breach  by  either  IRT or any  other  obligor  of any
obligation,  covenant or undertaking under (i) the Indenture with respect to the
Securities or (ii) the Securities.

                                   ARTICLE TWO
                            ASSUMPTION OF OBLIGATIONS

     SECTION 2.1.  Express  Assumption.  From and after the Effective  Time, the
Company hereby  expressly  assumes the due and punctual payment of the principal
of (and premium or Make-Whole  Amount,  if any) and any interest  (including all
Additional  Amounts,  if any, payable pursuant to Section 1011 of the Indenture)
on all of the  Securities,  according to their  tenor,  and the due and punctual
performance  and  observance  of all  of the  covenants  and  conditions  of the
Indenture to be performed by the Company.  Upon such assumption,  all references
to "the Company" in the  Indenture and in any Security  shall be deemed to refer
to Equity One, Inc., a Maryland corporation, as successor by merger to IRT.

     SECTION 2.2. No Default.  The Company and IRT hereby  represent and warrant
that at the  Effective  Time no Events of  Default,  and no event  which,  after
notice or the lapse of time or both, would become an Event of Default, under the
Indenture has occurred and is continuing.

                                  ARTICLE THREE
                                    GUARANTY

     SECTION 3.1. Guaranty. Each Guarantor hereby unconditionally  guarantees to
the Trustee and the Holders full and prompt  payment and  performance  when due,
whether at


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<PAGE>

maturity,  by acceleration  or otherwise,  of all  Obligations.  Each Obligation
shall rank pari passu with each other Obligation.

     SECTION  3.2.  Obligations  Several.  Regardless  of whether  any  proposed
Guarantor  or any other  Person or Persons is, are or shall  become in any other
way  responsible  to the  Trustee  and the  Holders,  or any of them,  for or in
respect of the Obligations or any part thereof, and regardless of whether or not
any  Person or Persons  now or  hereafter  responsible  to the  Trustee  and the
Holders, or any of them, for the Obligations or any part thereof,  whether under
the Guaranty or otherwise,  shall cease to be so liable,  each Guarantor  hereby
declares and agrees that the Guaranty  provided thereby is and shall continue to
be a several obligation (as well as a joint one), shall be a continuing guaranty
and shall be operative  and binding on such  Guarantor.  Each  Guarantor  hereby
agrees  that it will not  exercise  any  rights  which it may  acquire by way of
subrogation  under the  Guaranty,  by any payment made  hereunder or  otherwise,
unless and until all of the  Obligations  shall  have been paid in full.  If any
amount shall be paid to any Guarantor on account of such  subrogation  rights at
any time when all of the  Obligations  shall  not have  been paid in full,  such
amount shall be held in trust for the benefit of the Trustee and the Holders and
shall  forthwith  be paid to the  Trustee to be credited  and  applied  upon the
Obligations,  whether matured or unmatured,  in accordance with the terms of the
Indenture, but subject to the provisions of Section 3.8 hereof.

     SECTION  3.3.  Guaranty  Final.  Upon the  execution  and  delivery of this
Supplemental Indenture by the parties hereto and the occurrence of the Effective
Time, this  Supplemental  Indenture  shall be deemed to be finally  executed and
delivered  by the parties  hereto and shall not be subject to or affected by any
promise or condition  affecting or limiting any  Guarantor's  liability,  and no
statement, representation,  agreement or promise on the part of the Trustee, the
Holders,  the Company,  IRT, or any of them,  or any officer,  employee or agent
thereof,  unless contained herein forms any part of this Supplemental  Indenture
or has  induced  the  making  hereof or shall be deemed in any way to affect any
Guarantor's  liability hereunder.  The Guarantors'  obligations  hereunder shall
remain in full force and effect  until all  Obligations  shall have been paid in
full.

     SECTION 3.4. Amendment and Waiver. This Supplemental Indenture shall not be
amended unless such amendment (i) complies with the terms of the Indenture, (ii)
is in writing and (iii) is executed by each of the parties hereto. No alteration
or waiver of this Supplemental  Indenture or of any of its terms,  provisions or
conditions  shall be binding upon the parties against whom enforcement is sought
unless made in writing and signed by an authorized  officer of such party or its
general partner, as applicable.

     SECTION 3.5.  Dealings With the Company.  The Company,  the Trustee and the
Holders,  or any of  them,  may,  from  time to  time,  without  exonerating  or
releasing any Guarantor in any way under the Guaranty,  (i) take such further or
other  security or  securities  for the  Obligations  or any part thereof as the
Trustee and the Holders,  or any of them, may deem proper,  consistent  with the
Indenture, or (ii) release, discharge, abandon or otherwise deal with or fail to
deal  with any  Guarantor  of the  Obligations  or any  security  or  securities
therefor  or any part  thereof  now or  hereafter  held by the  Trustee  and the
Holders,  or any of them,  as the Trustee and the Holders,  or any of them,  may
deem  proper,  consistent  with  the  Indenture,  or (iii)  consistent  with the
Indenture,  amend, modify, extend,  accelerate or waive in any manner any of the

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<PAGE>

provisions, terms, or conditions of the Indenture and the Securities, all as the
Company,  the Trustee and the Holders, or any of them, may consider expedient or
appropriate  in their sole  discretion.  Without  limiting the generality of the
foregoing,  or of Section 3.6 hereof,  it is  understood  that the Company,  the
Trustee and the Holders,  or any of them, may, without  exonerating or releasing
any Guarantor, give up, or modify or abstain from perfecting or taking advantage
of any  security  for the  Obligations  and accept or make any  compositions  or
arrangements,  and realize upon any security for the  Obligations  when,  and in
such manner, as the Trustee and the Holders, or any of them, may deem expedient,
consistent with the Indenture, all without notice to any Guarantor.

     SECTION 3.6. Guaranty Unconditional. Each Guarantor acknowledges and agrees
that no change in the nature or terms of the  Obligations,  the Indenture or the
Securities, or other agreements, instruments or contracts evidencing, related to
or  attendant  with  the   Obligations   (including   any  novation),   nor  any
determination of lack of enforceability thereof, shall discharge all or any part
of the liabilities  and obligations of such Guarantor  pursuant to the Guaranty;
it being the purpose and intent of the Guarantors,  the Company, the Trustee and
the Holders that the covenants,  agreements and all  liabilities and obligations
of the Guarantors  hereunder are absolute,  unconditional  and irrevocable under
any and all  circumstances.  Without  limiting the  generality of the foregoing,
each  Guarantor  agrees  that  until  each and  every one of the  covenants  and
agreements of this Supplemental  Indenture is fully performed,  such Guarantor's
undertakings hereunder shall not be released, in whole or in part, by any action
or thing which  might,  but for this Section 3.6, be deemed a legal or equitable
discharge  of a surety or  guarantor,  or by reason of any waiver or omission of
the Company,  the Trustee and the Holders,  or any of them,  or their failure to
proceed  promptly or  otherwise,  or by reason of any action taken or omitted by
the Company,  the Trustee and the Holders,  or any of them,  whether or not such
action or failure to act varies or increases  the risk of, or affects the rights
or remedies of, such  Guarantor or by reason of any further  dealings  among the
Company,  the Trustee and the Holders, or any of them, or any other guarantor or
surety, and each Guarantor hereby expressly waives and surrenders any defense to
its liability hereunder, or any right of counterclaim or offset of any nature or
description which it may have or which may exist based upon, and shall be deemed
to have consented to, any of the foregoing acts, omissions,  things,  agreements
or waivers.

     SECTION 3.7. Bankruptcy.  Each Guarantor agrees that upon the bankruptcy or
winding up or other  distribution  of assets of the Company or any Subsidiary of
the Company (other than such  Guarantor) or of any other  Guarantor or surety or
guarantor for the Obligations, the rights of the Trustee and the Holders, or any
of them,  against  such  Guarantor  shall not be  affected  or  impaired  by the
omission of the Trustee or the  Holders,  or any of them,  to prove its or their
claim, as appropriate, or to prove its or their full claim, as appropriate,  and
the  Trustee  and the  Holders  may  prove  such  claims as they see fit and may
refrain from proving any claim and in their respective discretion they may value
as they see fit or refrain from valuing any security held by the Trustee and the
Holders,  or any of them,  without in any way  releasing,  reducing or otherwise
affecting  the  liability to the Trustee and the Holders of such  Guarantor.  If
acceleration  of the time for payment of any amount payable by the Company under
the  Indenture or the  Securities  of any series is stayed upon the  insolvency,
bankruptcy or reorganization of the Company,  all such amounts otherwise subject
to  acceleration  under the terms of the  Indenture  or the  Securities  of that
series shall  nonetheless  be payable by each Guarantor  hereunder  forthwith on
demand by the  Trustee  made at the  written  request of the Holders of not less
than 25% in

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<PAGE>

principal  amount of the outstanding  Securities of that series.  If at any time
any payment of the  principal of or interest on any Security or any other amount
payable by the Company  under the  Indenture  is  rescinded or must be otherwise
restored or returned upon the insolvency,  bankruptcy or  reorganization  of the
Company, any other Guarantor or otherwise, the Guarantors' obligations hereunder
with respect to such payment shall be reinstated as though such payment had been
due but not made at such time.

     SECTION 3.8.  Application of Payments.  The Trustee hereby acknowledges and
agrees, and each Holder shall be deemed to hereby acknowledge and agree, that to
the extent any of the Existing Senior  Obligations (as defined below) is then in
default, any funds, payments,  claims or distributions (the "Guaranty Proceeds")
actually received hereunder shall be made available for distribution equally and
ratably (based on the principal amounts then outstanding)  among (a) the holders
of the Obligations and (b) the holders of the Existing Senior  Obligations.  For
purposes  hereof,  "Existing  Senior  Obligations"  shall mean Debt for borrowed
money owed or guaranteed in connection  with any unsecured and  non-subordinated
Debt for borrowed money of the Company or the Guarantor (aa) issued in offerings
registered under the Securities Act of 1933, as amended or in placements  exempt
from  registration  pursuant to Rule 144A or  Regulation S  thereunder,  or (bb)
otherwise incurred,  which is, in either case, outstanding on the date hereof or
incurred  hereafter  in  accordance  with  the  Indenture  (including,   without
limitation,  the Debt of the  Company  incurred  in  connection  with the Credit
Agreement dated as of February 7, 2003, as amended or supplemented  from time to
time,  among  the  Company,   Wells  Fargo  Bank,   National   Association,   as
Administrative Agent under the Credit Agreement,  and the lenders named therein,
and certain other  lenders  party  thereto from time to time).  This Section 3.8
shall not apply to any payments,  funds, claims or distributions received by the
Trustee or any  Holder  directly  or  indirectly  from the  Company or any other
Person other than from the Guarantors hereunder. Each Guarantor acknowledges and
agrees with the Trustee and each Holder as follows:

          (a) to the extent any Guaranty Proceeds are distributed to the holders
of the Existing Senior Obligations,  the Obligations shall not be deemed reduced
by any such  distribution  (other  than a  distribution  made in  respect of the
Securities),  and the Guarantors will continue to make payments  pursuant to the
Guaranty until such time as the Obligations  have been paid in full after taking
into effect any  distributions  of Guaranty  Proceeds to the holders of Existing
Senior Obligations;

          (b) nothing contained herein shall be deemed to limit, modify or alter
the  rights of the  Trustee  and the  Holders  or be deemed to  subordinate  the
Obligations  to the  Existing  Senior  Obligations,  nor give to any  holder  of
Existing Senior Obligations any rights of subrogation;

          (c) nothing  contained  herein  shall be deemed for the benefit of any
holders of Existing Senior Obligations nor shall anything be construed to impose
on  the   Trustee  or  any  Holder  any   fiduciary   duties,   obligations   or
responsibilities to the holders of the Existing Senior Obligations; and

          (d) the  Guaranty  is for the  sole  benefit  of the  Trustee  and the
Holders and their respective successors and assigns, and any amounts received by
the Trustee and the

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<PAGE>

Holders,  or any of them, from whatever source and applied toward the payment of
the Obligations shall be applied in such order of application as is set forth in
the Indenture, if any.

     SECTION 3.9. Waivers by Guarantors. Each Guarantor hereby expressly waives:
(a)  notice of  acceptance  of the  Guaranty,  (b)  notice of the  existence  or
creation of all or any of the Obligations,  (c) presentment,  demand,  notice of
dishonor,  protest,  and all other  notices  whatsoever,  (d) all  diligence  in
collection or  protection of or  realization  upon the  Obligations  or any part
thereof, any obligation hereunder,  or any security for any of the foregoing and
(e) all rights of subrogation,  indemnification,  contribution and reimbursement
against  the  Company,  all rights to enforce  any  remedy the  Trustee  and the
Holders,  or any of them,  may have against the Company,  and any benefit of, or
right to participate  in, any collateral or security now or hereinafter  held by
the Trustee and the Holders, or any of them, in respect of the Obligations, even
upon payment in full of the Obligations.  Any money received by any Guarantor in
violation of this Section 3.9 shall be held in trust by such  Guarantor  for the
benefit of the Trustee and the Holders. If a claim is ever made upon the Trustee
and the Holders,  or any of them, for the repayment or recovery of any amount or
amounts  received  by any of them in payment of any of the  Obligations  and the
Trustee or the  Holders  repays all or part of such  amount by reason of (a) any
judgment,   decree,  or  order  of  any  court  or  administrative  body  having
jurisdiction over the Trustee or the Holders or any of its or their property, or
(b) any good faith  settlement or  compromise of any such claim  effected by the
Trustee or the Holders with any such  claimant,  including the Company,  then in
such  event  each  Guarantor  agrees  that any  such  judgment,  decree,  order,
settlement, or compromise shall be binding upon such Guarantor,  notwithstanding
any  revocation  hereof  or the  cancellation  of any  promissory  note or other
instrument  evidencing any of the  Obligations,  and such Guarantor shall be and
remain  obligated  to the Trustee and the  Holders  hereunder  for the amount so
repaid or  recovered  to the same extent as if such amount had never  originally
been received thereby.

     SECTION 3.10. Remedies Cumulative. No delay by the Trustee and the Holders,
or any of them, in the exercise of any right or remedy shall operate as a waiver
thereof,  and no single or partial  exercise by the Trustee and the Holders,  or
any of them,  of any right or remedy shall  preclude  other or further  exercise
thereof or the  exercise of any other right or remedy.  No action by the Trustee
and the Holders, or any of them,  permitted hereunder shall in any way impair or
affect the Guaranty.  For the purpose of the  Guaranty,  the  Obligations  shall
include,  without limitation,  all Obligations of the Company to the Trustee and
the Holders, notwithstanding any right or power of any third party, individually
or in the name of the  Company  or any  other  Person,  to  assert  any claim or
defense as to the invalidity or unenforceability of any such Obligation,  and no
such claim or defense  shall impair or affect the  obligations  of any Guarantor
hereunder.

     SECTION 3.11. Miscellaneous.  The Guaranty is a guaranty of payment and not
of collection.  In the event of a demand upon any Guarantor  under the Guaranty,
such Guarantor  shall be held and bound to the Trustee and the Holders  directly
as debtor in  respect of the  payment  of the  amounts  hereby  guaranteed.  All
reasonable costs and expenses,  including attorneys' fees and expenses, incurred
by the Trustee and the Holders,  or any of them, in obtaining  performance of or
collecting  payments  due  under  the  Guaranty  shall  be  deemed  part  of the
Obligations  guaranteed  hereby.  The  provisions  of the  Guaranty  are for the
benefit of the Trustee and the Holders and may not be relied upon or enforced by
any other Person and, as to

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<PAGE>

enforcement, may only be enforced in accordance with this Supplemental Indenture
and the Indenture.

     SECTION 3.12. Benefit to Guarantor. Each Guarantor expressly represents and
acknowledges  that the issuance and sale of the  Securities  under the Indenture
has  been,  and will be, of  direct  interest,  benefit  and  advantage  to such
Guarantor.

     SECTION 3.13.  Solvency.  Each Guarantor expressly  represents and warrants
that  as of the  date  hereof  and  after  giving  effect  to  the  transactions
contemplated  by the  Indenture  (a) the capital of such  Guarantor  will not be
unreasonably  small to conduct its business;  (b) such  Guarantor  will not have
incurred debts, or have intended to incur debts,  beyond its ability to pay such
debts as they mature;  and (c) the present  fair salable  value of the assets of
such  Guarantor  is greater  than the amount  that will be  required  to pay its
probable liabilities  (including debts) as they become absolute and matured. For
purposes of this  Section  3.13,  "debt"  means any  liability  on a claim,  and
"claim" means (x) the right to payment,  whether or not such right is reduced to
judgment,  liquidated,  unliquidated,  fixed,  contingent,  matured,  unmatured,
undisputed,  legal,  equitable,  secured  or  unsecured,  or (y) the right to an
equitable  remedy for breach of performance if such breach gives rise to a right
to  payment,  whether  or not such  right to an  equitable  remedy is reduced to
judgment,  fixed,  contingent,   matured,  unmatured,   undisputed,  secured  or
unsecured.

     SECTION 3.14. Additional Guarantors;  Release of Guarantors. Any Subsidiary
of the  Company  or any other  entity  may  become a party to this  Guaranty  by
executing and  delivering a Supplemental  Indenture  providing for a guaranty of
the  Obligations  under  the terms of this  Article  Three,  provided  that such
Supplemental  Indenture  conforms  to the  requirements  of Article  Nine of the
Indenture.  Under  certain  circumstances  consistent  with  the  terms  of  the
Indenture,  a  Guarantor  may be  released  by the  Trustee  as to any series of
Securities  (with the  written  consent  of the  Holders of not less than 25% in
principal  amount  of  the  outstanding   Securities  of  that  series)  of  its
obligations under this Guaranty. Each other Guarantor consents and agrees to any
such  releases  and agrees that no such  release  shall  affect its  obligations
hereunder, except as to the Guarantor so released.

     SECTION  3.15.  Contribution  Agreement.  To the extent that any  Guarantor
shall, under the Guaranty,  make a payment (a "Guarantor  Payment") of a portion
of the Obligations, then, without limiting its rights of subrogation against the
Company,  such Guarantor shall be entitled to contribution  and  indemnification
from, and be reimbursed  by, each of the other  Guarantors and the Company (each
of the foregoing referred to herein  individually as a "Contributing  Party" and
collectively  as  the  "Contributing  Parties")  in an  amount,  for  each  such
Contributing Party, equal to a fraction of such Guarantor Payment, the numerator
of which  fraction is such  Contributing  Party's  Allocable  Amount (as defined
below) and the  denominator of which is the sum of the Allocable  Amounts of all
of the Contributing Parties.

     As  of  any  date  of  determination,   the  "Allocable   Amount"  of  each
Contributing Party shall be equal to the maximum amount of liability which could
be asserted  against  such  Contributing  Party  hereunder  with  respect to the
applicable  Guarantor  Payment  without (i) rendering  such  Contributing  Party
"insolvent" within the meaning of Section 101(31) of the Federal Bankruptcy Code
(the "Bankruptcy Code") or Section 2 of either the Uniform  Fraudulent  Transfer
Act (the

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<PAGE>

"UFTA") or the Uniform Fraudulent Conveyance Act (the "UFCA"), (ii) leaving such
Contributing  Party with  unreasonably  small  capital,  within  the  meaning of
Section 548 of the Bankruptcy  Code or Section 4 of the UFTA or Section 5 of the
UFCA, or (iii) leaving such  Contributing  Party unable to pay its debts as they
become due within the meaning of Section 548 of the Bankruptcy Code or Section 4
of the  UFTA or  Section  6 of the UFCA or in any  case,  any  successor  to the
Bankruptcy  Code or any such section thereof or any successor to the UFTA or the
UFCA or any such sections thereof.

     This  Section 3.15 is intended  only to define the  relative  rights of the
Contributing  Parties, and nothing set forth in this Agreement is intended to or
shall impair the  obligations of the Guarantors,  jointly and severally,  to pay
any  amounts,  as and when the same shall  become due and payable in  accordance
with the terms of the Guaranty.

     The  parties  hereto  acknowledge  that  the  rights  of  contribution  and
indemnification  hereunder shall constitute assets in favor of each Guarantor to
which such contribution and indemnification is owing.

     This  Section  3.15 shall  continue in full force and effect and may not be
terminated  or  otherwise  revoked by any  Contributing  Party  until all of the
Guaranteed  Obligations  shall  have been  indefeasibly  paid in full (in lawful
money of the United  States of America) and  discharged  and the  Indenture  and
Securities shall have been terminated.

     SECTION  3.16.  NO  NOVATION.  THE PARTIES DO NOT INTEND THIS  SUPPLEMENTAL
INDENTURE,   NOR  THE  TRANSACTIONS   CONTEMPLATED   HEREBY,  TO  BE,  AND  THIS
SUPPLEMENTAL  INDENTURE AND THE  TRANSACTIONS  CONTEMPLATED  HEREBY SHALL NOT BE
CONSTRUED  TO BE, A NOVATION  OR WAIVER OF ANY OF THE  OBLIGATIONS  OWING BY ANY
EXISTING  GUARANTOR OF THE OBLIGATIONS  UNDER OR IN CONNECTION WITH ANY GUARANTY
IN EXISTENCE AT THE EFFECTIVE TIME.

                                  ARTICLE FOUR
                            MISCELLANEOUS PROVISIONS

     SECTION 4.1.  Ratification  of Indenture.  Except as expressly  modified or
amended hereby,  the Indenture  continues in full force and effect and is in all
respects confirmed and preserved.

     SECTION 4.2.  Governing Law. This Supplemental  Indenture shall be governed
by and  construed  in  accordance  with the laws of the State of  Georgia.  This
Supplemental  Indenture is subject to the provisions of the Trust  Indenture Act
of 1939,  as amended and shall,  to the extent  applicable,  be governed by such
provisions.

     SECTION 4.3.  Counterparts.  This Supplemental Indenture may be executed in
any number of  counterparts,  each of which so executed shall be deemed to be an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.

     SECTION 4.4. Notices.  Any notice required or permitted  hereunder or under
the  Indenture to be given or made to the Company or a Guarantor  shall be given
or made in writing

                                       8
<PAGE>

and mailed,  first  class  postage  prepaid,  (i) to the Company or (ii) to such
Guarantor care of the Company, at the address of the Company set forth below its
signature hereon, or at any other address previously furnished in writing to the
Trustee and the Company by such  Guarantor,  with a copy to the Company given or
made in accordance with Section 105 of the Indenture.

     SECTION 4.5. Successors and Assigns.  This Supplemental  Indenture shall be
binding upon the Company and each Guarantor, and their respective successors and
assigns and inure to the benefit of the respective successors and assigns of the
Trustee and the Holders.

     SECTION 4.6. Time of the Essence. Time is of the essence with regard to the
Company's  and the  Guarantors'  performance  of  their  respective  obligations
hereunder.

     SECTION 4.7. Rights of Holders Limited.  Notwithstanding anything herein to
the contrary,  the rights of Holders with respect to this Supplemental Indenture
and the Guaranty  shall be limited in the manner and to the extent the rights of
Holders are limited  under the  Indenture  with respect to the Indenture and the
Securities.

                            [Signatures on Next Page]


                                       9
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Supplemental
Indenture  to be duly  executed  by  their  respective  officers  hereunto  duly
authorized, all as of the day and year first written above.

                                    IRT PROPERTY COMPANY, as Issuer


                                    By: /s/ Thomas H. McAuley
                                        ---------------------
                                    Name:
                                    Title:


                                    EQUITY ONE, INC., as successor to Issuer


                                    By: /s/ Chaim Katzman
                                        ---------------------
                                    Name:  Chaim Katzman
                                    Title:  Chief Executive Officer

                                         Address:
                                         1696 N.E. Miami Gardens Drive
                                         Miami, Florida  33179
                                         Attention:  Chief Financial Officer


                                    GUARANTORS


                                    Bandera Festival GP, LLC
                                    Beechnut Centre Corp.
                                    Benbrook Centre Corp.
                                    Bend Shopping Centre Corp.
                                    Cashmere Developments, Inc.
                                    Centerfund (US) LLC
                                    Centrefund Acquisition (Texas) Corp.
                                    Centrefund Acquisition Corp.
                                    Centrefund Development (Gainesville), LLC
                                    Centrefund Realty (U.S.) Corporation
                                    Colony GP, LLC
                                    Copperfield Crossing, Inc.
                                    Eastbelt Centre Corp.
                                    East Townsend Square, Inc.


                                    By:  /s/ Chaim Katzman
                                        ---------------------
                                        Chaim Katzman
                                        President


                                       10
<PAGE>

                                    Equity (Landing) Inc.
                                    Equity One (147) Inc.
                                    Equity One (Alpha) Corp.
                                    Equity One (Atlantic Village) Inc.
                                    Equity One (Beauclerc) Inc.
                                    Equity One (Beta) Inc.
                                    Equity One (Commonwealth) Inc.
                                    Equity One Construction Inc.
                                    Equity One (Coral Way) Inc.
                                    Equity One (Delta) Inc.
                                    Equity One (El Novillo) Inc.
                                    Equity One (Eustis Square) Inc.
                                    Equity One (Forest Edge) Inc.
                                    Equity One (Forest Village Phase II) Inc.
                                    Equity One (Gamma) Inc.
                                    Equity One (Lantana) Inc.
                                    Equity One (Losco) Inc.
                                    Equity One (Mandarin) Inc.
                                    Equity One (Monument) Inc.
                                    Equity One (North Port) Inc.
                                    Equity One (Oak Hill) Inc.
                                    Equity One (Olive) Inc.
                                    Equity One (Point Royale) Inc.
                                    Equity One (Sky Lake) Inc.
                                    Equity One (Summerlin) Inc.
                                    Equity One (Walden Woods) Inc.
                                    Equity One (West Lake) Inc.
                                    Equity One Acquisition Corp.
                                    Equity One (Clematis) LLC
                                    Equity One Properties, Inc.
                                    Equity One Realty & Management Texas, Inc.
                                    Equity One Realty & Management, Inc.
                                    Equity Texas Properties, LLC
                                    FC Market GP, LLC
                                    Florida Del Rey Holdings II, Inc.
                                    Forrestwood Equity Partners GP, LLC
                                    Garland & Barns, LLC
                                    Garland & Jupiter, LLC
                                    Gazit Meridian, Inc.
                                    Grogan Centre Corp.


                                    By:  /s/ Chaim Katzman
                                        ---------------------
                                        Chaim Katzman
                                        President


                                       11
<PAGE>

                                    Harbor Barker Cypress GP, LLC
                                    Hedwig GP, LLC
                                    Homestead Market Center, Inc.
                                    KirkBiss GP, LLC
                                    Leesburg DrugStore, LLC
                                    Mariner Outparcel, Inc.
                                    Mason Park GP, LLC
                                    McMinn Holdings, Inc.
                                    North American Acquisition Corp.
                                    North Kingwood Centre Corp.
                                    Oakbrook Square Shopping Center Corp.
                                    Parcel F, LLC
                                    Plymouth South Acquisition Corp.
                                    Prosperity Shopping Center Corp.
                                    PSL Developments, Inc.
                                    Ryanwood Shopping Center, L.L.C.
                                    SA Blanco Village Partners GP, LLC
                                    Salerno Village Shopping Center, LLC
                                    Shoppes at Jonathan's Landing, Inc.
                                    Shoppes at Westbury Shopping Center, Inc.
                                    South Kingwood Centre Corp.
                                    Spring Shadows GP, LLC
                                    St. Charles Outparcel, Inc.
                                    Steeplechase Centre Corp.
                                    Southwest 19 Northern, Inc.
                                    Texas Equity Holdings, LLC
                                    The Harbour Center, Inc.
                                    The Meadows Shopping Center, LLC
                                    The Shoppes of Eastwood, LLC
                                    UIRT GP, L.L.C.
                                    UIRT I - Centennial, Inc.
                                    UIRT LP, L.L.C.
                                    UIRT-Northwest Crossing, Inc.
                                    Wickham DrugStore, LLC
                                    Wimbledon Center Corp.
                                    Wurzbach Centre, LLC


                                    By:  /s/ Chaim Katzman
                                        ---------------------
                                        Chaim Katzman
                                        President


                                       12
<PAGE>

                                 Bandera Festival Partners, LP

                                   By: Bandera Festival GP, LLC

                                        By: /s/ Chaim Katzman
                                        ---------------------
                                                Chaim Katzman
                                                President


                                 BC Centre Partners, LP

                                   By: Harbour Barker Cypress GP, LLC

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                 Beechnut Centre I L.P.

                                   By:  Beechnut Centre Corp.

                                         By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                 Bend Shopping Centre I L.P.

                                   By:  Bend Shopping Centre Corp.

                                         By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                 Eastbelt Centre I L.P.

                                   By:  Eastbelt Centre Corp.

                                         By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                       13
<PAGE>

                                 FC Market Partners, LP

                                   By:  FC Market GP, LLC

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                 Grogan Centre I L.P.

                                   By:  Grogan Centre Corp.

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                 Hedwig Partners, LP

                                   By:  Hedwig GP, LLC

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President

                                 Kirkwood - Bissonnet Partners, LP

                                   By:  KirkBiss GP, LLC

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President

                                 Mason Park Partners, LP

                                   By:  Mason Park GP, LLC

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                       14
<PAGE>


                                 Park Northern/Centennial Partners, L.P.

                                    By:  UIRT I - Centennial, Inc.


                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President

                                 SA Blanco Village Partners, LP

                                   By: SA Blanco Village Partners GP, LLC

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                 Steeplechase Centre I L.P.

                                   By:  Steeplechase Centre Corp.

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                 Texas CP Land, LP

                                   By:  Colony GP, LLC

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                 Texas Spring Shadows Partners, LP

                                   By:  Spring Shadows GP, LLC

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President

                                       15
<PAGE>


                                 UIRT, Ltd.

                                   By:  UIRT GP, LLC

                                        By:  /s/ Chaim Katzman
                                        ---------------------
                                                 Chaim Katzman
                                                 President


                                    SUNTRUST BANK, as Trustee


                                    By:  /s/ George Hogan
                                        ---------------------
                                    Name:  George Hogan
                                    Title:  Vice President


                                       16