PURCHASE AND SALE AGREEMENT


         THIS  AGREEMENT  is made as of the 10th  day of  March,  1998,  between
FAISON-FLEMING  ISLAND  LIMITED  PARTNERSHIP,   a  Florida  limited  partnership
("Seller"),  and  RRC  ACQUISITIONS  TWO,  INC.,  a  Florida  corporation,   its
designees, successors and assigns ("Buyer").

                                                    Background

         Buyer wishes to purchase a shopping center in the County of Clay, State
of  Florida,  owned by Seller,  known as Fleming  Island  Shopping  Center  (the
"Shopping Center");

         In consideration of the mutual  agreements  herein,  and other good and
valuable  consideration,  the  receipt of which is hereby  acknowledged,  Seller
agrees to sell and  Buyer  agrees  to  purchase  the  Property  (as  hereinafter
defined) on the following terms and conditions:

                                                  1.  DEFINITIONS

         As used in this Agreement, the following terms shall have the following
meanings:

         1.1 Agreement  means this  instrument as it may be amended from time to
time.

         1.2 Allocation  Date means the close of business on the day immediately
prior to the Closing Date.

         1.3 Audit Representation  Letter means the form of Audit Representation
Letter attached hereto as Exhibit .

         1.4 Buyer  means  the party  identified  as Buyer on the  initial  page
hereof.

         1.5  Closing  means  generally  the  execution  and  delivery  of those
documents  and funds  necessary  to effect the sale of the Property by Seller to
Buyer.

         1.6      Closing Date means the date on which the Closing occurs.

         1.7  Contracts  means  all  service  contracts,   agreements  or  other
instruments to be assigned by Seller to Buyer at Closing.

     1.8      Day means a calendar day, whether or not the term is capitalized.



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         1.9  Earnest  Money  Deposit  means the deposit  delivered  by Buyer to
Escrow  Agent  under  Section  of this  Agreement,  together  with the  earnings
thereon, if any.

         1.10 Environmental  Claim means any investigation,  notice,  violation,
demand, allegation,  action, suit, injunction,  judgment, order, consent decree,
penalty, fine, lien, proceeding, or claim (whether administrative,  judicial, or
private in nature) arising (a) pursuant to, or in connection  with, an actual or
alleged  violation  of,  any  Environmental  Law,  (b) in  connection  with  any
Hazardous Material or actual or alleged Hazardous  Material  Activity,  (c) from
any  abatement,  removal,  remedial,  corrective,  or other  response  action in
connection  with a  Hazardous  Material,  Environmental  Law or other order of a
governmental authority or (d) from any actual or alleged damage, injury, threat,
or harm to health, safety, natural resources, or the environment.

         1.11 Environmental Law means any current legal requirement in effect at
the Closing Date  pertaining to (a) the  protection of health,  safety,  and the
indoor or outdoor environment, (b) the conservation,  management,  protection or
use of natural resources and wildlife, (c) the protection or use of source water
and groundwater,  (d) the management,  manufacture,  possession,  presence, use,
generation,  transportation,  treatment,  storage, disposal, Release, threatened
Release,  abatement,  removal,  remediation  or handling of, or exposure to, any
Hazardous Material or (e) pollution (including any Release to air, land, surface
water, and groundwater);  and includes,  without  limitation,  the Comprehensive
Environmental  Response,  Compensation  and Liability Act of 1980, as amended by
the Superfund  Amendments and  Reauthorization Act of 1986, 42 USC ss.ss.9601 et
seq.,  Solid Waste Disposal Act, as amended by the Resource  Conservation Act of
1976 and  Hazardous and Solid Waste  Amendments  of 1984,  42 USC  ss.ss.6901 et
seq.,  Federal Water Pollution Control Act, as amended by the Clean Water Act of
1977,  33 USC  ss.ss.1251  et seq.,  Clean Air Act of 1966,  as amended,  42 USC
ss.ss.7401 et seq., Toxic  Substances  Control Act of 1976, 15 USC ss.ss.2601 et
seq.,   Hazardous  Materials   Transportation  Act,  49  USC  App.   ss.ss.1801,
Occupational  Safety and Health Act of 1970,  as amended,  29 USC  ss.ss.651  et
seq., Oil Pollution Act of 1990, 33 USC ss.ss.2701 et seq.,  Emergency  Planning
and  Community  Right-to-Know  Act of  1986,  42 USC App.  ss.ss.11001  et seq.,
National  Environmental  Policy Act of 1969,  42 USC  ss.ss.4321  et seq.,  Safe
Drinking Water Act of 1974, as amended by 42 USC  ss.ss.300(f)  et seq., and any
similar,  implementing or successor law, any amendment, rule, regulation,  order
or directive, issued thereunder.

         1.12 Escrow Agent means Rogers, Towers, Bailey, Jones & Gay, Attorneys,
whose address is 1301 Riverplace Blvd., Suite 1500, Jacksonville,  Florida 32207
(Fax 904/396-0663), or any successor Escrow Agent.

         1.13  Governmental  Approval  means  any  permit,  license,   variance,
certificate, consent, letter, clearance, closure, exemption, decision, action or
approval of a governmental authority.

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         1.14  Hazardous  Material  means  any  asbestos,  petroleum,  petroleum
product, drycleaning solvent or chemical,  biological or medical waste, "sharps"
or any other  hazardous  or toxic  substance  as defined in or  regulated by any
Environmental Law in effect at the pertinent date or dates.

         1.15  Hazardous  Material  Activity  means  any  activity,   event,  or
occurrence  at or prior to the Closing  Date  involving  a  Hazardous  Material,
including,  without  limitation,  the manufacture,  possession,  presence,  use,
generation,  transportation,  treatment,  storage, disposal, Release, threatened
Release,  abatement,  removal,  remediation,  handling or corrective or response
action to any Hazardous Material which is in violation of any Environmental Law.

         1.16 Improvements means all buildings, structures or other improvements
situated on the Real Property.

         1.17  Inspection  Period  means the  period of time  which  expires  at
midnight on April 20, 1998.

         1.18 Leases means all leases and other occupancy agreements  permitting
persons to lease or occupy all or a portion of the Property.

         1.19 Materials  means all plans,  drawings,  specifications,  soil test
reports,   environmental   reports,   market  studies,   surveys,   and  similar
documentation,  if any,  owned by or in the possession of Seller with respect to
the Property,  Improvements and any proposed improvements to the Property, which
Seller may lawfully  transfer to Buyer except  that,  as to financial  and other
records, Materials shall include only photostatic copies.

         1.20 Permitted Exceptions means only the following interests, liens and
encumbrances:

          (a)      Liens for ad valorem taxes not payable on or before Closing;

                 (b)      Rights of tenants under Leases; and

                  (c) Other matters  approved or deemed  approved by Buyer to be
acceptable pursuant to the terms of this Agreement.

         1.21 Personal  Property  means all (a)  sprinkler,  plumbing,  heating,
air-conditioning,  electric  power or lighting,  incinerating,  ventilating  and
cooling systems, with each of their respective  appurtenant  furnaces,  boilers,
engines,  motors,  dynamos,   radiators,  pipes,  wiring  and  other  apparatus,
equipment and fixtures, elevators, partitions, fire prevention and extinguishing
systems located in or on the Improvements,

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(b) all Materials,  and (c) all other personal  property used in connection with
the  Improvements,  provided  the same are now owned or are  acquired  by Seller
prior to the Closing.

         1.22 Property means  collectively  the Real Property,  the Improvements
and the Personal Property.

         1.23  Prorated  means  the  allocation  of items of  expense  or income
between  Buyer and Seller  based upon that  percentage  of the time period as to
which such item of expense or income relates which has expired as of the date at
which the proration is to be made.

         1.24 Purchase Price means the consideration  agreed to be paid by Buyer
to Seller for the purchase of the  Property as set forth in Section  (subject to
adjustments as provided herein).

         1.25 Real  Property  means the lands  more  particularly  described  on
Exhibit , together with all easements,  licenses,  privileges, rights of way and
other appurtenances pertaining to or accruing to the benefit of such lands.

         1.26 Release means any spilling,  leaking, pumping, pouring,  emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing into
the  indoor  or  outdoor  environment,   including,   without  limitation,   the
abandonment  or  discarding  of barrels,  drums,  containers,  tanks,  and other
receptacles  containing or previously  containing  any Hazardous  Material at or
prior to the Closing Date.

         1.27 Rent Roll  means the list of Leases  attached  hereto as Exhibit ,
identifying  with  particularity  the  space  leased  by each  tenant,  the term
(including  extension options),  square footage and applicable rent, common area
maintenance, tax and other reimbursements, security deposits and similar data.

         1.28 Seller  means the party  identified  as Seller on the initial page
hereof.

         1.29 Seller  Financial  Statements  means the  unaudited  statements of
income and expenses,  cash flows and changes in financial  positions prepared by
Seller for the Property, as of and for the two (2) calendar years next preceding
the date of this Agreement and all monthly  reports of income,  expense and cash
flow  prepared by Seller for the Property,  which shall be consistent  with past
practice,  for any period beginning after the latest of such calendar years, and
ending prior to Closing.

         1.30  Shopping  Center  means the  Shopping  Center  identified  on the
initial  page  hereof  including  the  adjacent  five  acre  parcel   (excluding
outparcels M and K) and including Outparcel P/Q.

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         1.31 Site Plan means the map or survey which is attached hereto as part
of Exhibit .

         1.32 Survey  means a map of a stake survey of the Real  Property  which
shall comply with Minimum Standard Detail  Requirements for ALTA/ACSM Land Title
Surveys,  jointly established and adopted by ALTA and ACSM in 1992, and includes
items 1, 2, 3, 4, 6, 7, 8, 9, 10 and 11 of Table "A"  thereof,  which  meets the
accuracy standards (as adopted by ALTA and ACSM and in effect on the date of the
Survey) of an urban  survey,  which is dated not  earlier  than thirty (30) days
prior to the  Closing,  and  which is  certified  to  Buyer,  Seller,  the Title
Insurance  company  providing Title Insurance to Buyer, and Buyer's lender,  and
dated as of the date the Survey was made.

         1.33  Surviving  Mortgage  means  the  Mortgage,   Security  Agreement,
Financing  Statement and Assignment of Leases given by Faison to United of Omaha
Life  Insurance  Company,  a Nebraska  corporation,  dated  January 10, 1995 and
recorded in Official  Records Book 1536, Page 1090 of the public records of Clay
County, Florida, which has an approximate principal balance of $________________
and bears interest at _____% per annum, amortizing over a period of _____ years.
To  Seller's  knowledge,  the  Surviving  Mortgage is in good  standing  with no
defaults existing  thereunder and no event has occurred which with the giving of
notice  and  passage of time would  constitute  in event of default  thereunder.
Prior to the end of the Inspection Period, Seller will use reasonable efforts to
cause the holder of the  Surviving  Mortgage  to execute and deliver to Buyer an
estoppel  letter and certifying  that as of a date which is no more than fifteen
(15) days prior to the Closing  Date no default  exists  thereunder  and further
certifying  the  principal  balance  due  and  the  date  of  the  next  regular
installment.  Seller  agrees  that the  Surviving  Mortgage  will remain in good
standing without default until Closing.

         1.34 Tenant Estoppel Letter means a letter or other  certificate from a
tenant  certifying  as to certain  matters  regarding  such tenant's  Lease,  in
substantially  the same form as  attached  hereto as Exhibit , or in the case of
national or regional  "credit" tenants  identified as such on the Rent Roll, the
form  customarily  used by such tenant  provided  the  information  disclosed is
acceptable to Buyer.

         1.35 Title Defect means any exception in the Title Insurance Commitment
or any matter disclosed by the Survey, other than a Permitted Exception.

         1.36  Title  Insurance  means  an ALTA  Form B Owners  Policy  of Title
Insurance for the full Purchase Price insuring  marketable title in Buyer in fee
simple,  subject only to the  Permitted  Exceptions,  issued by a title  insurer
acceptable to Buyer.


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         1.37  Title  Insurance  Commitment  means a binder  whereby  the  title
insurer agrees to issue the Title Insurance to Buyer.

         1.38 Transaction Documents means this Agreement, the deed conveying the
Property,  the  assignment  of leases,  the bill of sale  conveying the Personal
Property and all other documents  required or appropriate in connection with the
transactions contemplated hereby.

                                          2.  PURCHASE PRICE AND PAYMENT

         2.1      Purchase Price; Payment.

 (a)  Purchase Price and Terms.  The total Purchase Price for the
Property (subject to adjustment as provided herein) shall be $9,000,000. 
 The Purchase Price shall be payable as follows:

               (1)Buyer will accept title subject to an existing mortgage (the
"Surviving Mortgage") with an approximate principal balance of $________________
and receive credit for the principal  balance as partial payment of the Purchase
Price, and

                (2) The balance of the Purchase Price shall be paid in cash at
Closing.

Buyer  shall be  responsible  for  obtaining  the  consent  of the holder of the
Surviving  Mortgage to the  transfer of the  Property to Buyer.  Seller shall be
responsible for the payment of all costs incurred on account thereof  including,
without  limitation,  fees charged by such lender,  taxes and lender's attorneys
fees up to a cap of $5,000.00.

                  (b)  Adjustments  to the Purchase  Price.  The Purchase  Price
shall be adjusted as of the Closing Date by:

               (1) prorating the Closing year's real and tangible personal
property  taxes as of the  Allocation  Date (if the amount of the current year's
property  taxes are not  available,  such taxes will be prorated  based upon the
prior  year's  assessment);  taxes shall not be pro rated on space for which the
tenant is to either pay the real  estate  taxes  directly  or  reimburse  or pay
landlord after the date of closing.

                 (2)      prorating as of the Allocation Date cash receipts and
expenditures for the Shopping Center and other items customarily prorated in
transactions of this sort; and

           (3)      subtracting the amount of security deposits, prepaid rents
from tenants under the Leases, and credit balances, if any, of any tenants.  
Any rents,

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percentage  rents  or  tenant  reimbursements   payable  by  tenants  after  the
Allocation  Date but  applicable to periods on or prior to the  Allocation  Date
shall be remitted to Seller by Buyer within thirty (30) days after receipt, less
any expenses of the  Property  incurred on or prior to the  Allocation  Date but
discovered  by Buyer after  Closing.  Buyer shall have no  obligation to collect
delinquencies, but should Buyer collect any delinquent rents or other sums which
cover periods prior to the Allocation Date and for which Seller have received no
proration or credit,  Buyer shall remit same to Seller  within  thirty (30) days
after  receipt,  less any  costs of  collection.  Buyer  will not  interfere  in
Seller's efforts to collect sums due it prior to the Closing.  Seller will remit
to  Buyer  promptly  after  receipt  any  rents,   percentage  rents  or  tenant
reimbursements  received  by Seller  after  Closing  which are  attributable  to
periods occurring after the Allocation Date. Undesignated receipts after Closing
of either Buyer or Seller from  tenants in the Shopping  Center shall be applied
first to then  current  rents and  reimbursements  for such  tenant(s),  then to
delinquent  rents  and  reimbursements   attributable  to  post-Allocation  Date
periods, and then to pre-Allocation Date periods.

         2.2 Earnest  Money  Deposit.  An Earnest Money Deposit in the amount of
$100,000 shall be delivered to Escrow Agent within three (3) days after the date
of  execution  by the last of Buyer or Seller to execute and  transmit a copy of
this  Agreement to the other.  This Agreement may be terminated by Seller if the
Earnest  Money  Deposit is not  received by Escrow Agent by such  deadline.  The
Earnest  Money  Deposit  paid by Buyer shall be  deposited by Escrow Agent in an
interest  bearing  account at First Union  National  Bank, and shall be held and
disbursed  by Escrow  Agent as  specifically  provided  in this  Agreement.  The
Earnest Money Deposit shall be applied to the Purchase Price at the Closing.

         2.3      Closing Costs.

                  (a)      Seller shall pay:

              (1)      Documentary stamp and other transfer taxes imposed upon
the transactions contemplated hereby;

                           (2)      Cost of the Survey;

                        (3)      Cost of satisfying any liens on the Property;

         (4)      Cost of curing title defects and recording any curative title
documents;

         (5)      All broker's commissions, finders' fees and similar expenses
incurred by either party in connection  with the sale of the  Property,  subject
however to Buyer's indemnity given in Section of this Agreement; and

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                          (6) Seller's  attorneys' fees relating to the sale of
the Property.

           (7)      Costs incurred in connection with the Surviving Mortgage as
provided in Section .

                  (b)      Buyer shall pay:

                        (1)      Cost of Buyer's due diligence inspection;

              (2)      Costs of the Phase 1 environmental site assessment to be
obtained by Buyer;

                           (3)      Cost of recording the deed;

                           (4)      Buyer's attorneys' fees; and

                           (5)      Cost of title insurance.

                                         3.  INSPECTION PERIOD AND CLOSING

         3.1      Inspection Period.

                  (a) Buyer  agrees that it will have the  Inspection  Period to
physically  inspect the  Property,  review the  economic  data,  underwrite  the
tenants and review  their  Leases,  and to otherwise  conduct its due  diligence
review of the  Property and all books,  records and  accounts of Seller  related
thereto.  Buyer shall not enter upon the Property for  inspection  without prior
reasonable  notice to Seller.  Buyer hereby  agrees to indemnify and hold Seller
harmless from any damages, liabilities or claims for property damage or personal
injury arising out of such inspection and  investigation  by Buyer or its agents
or independent contractors. Within the Inspection Period, Buyer may, in its sole
discretion  and for any  reason  or no  reason,  elect to go  forward  with this
Agreement  to closing,  which  election  shall be made by notice to Seller given
within the Inspection Period. If such notice is not timely given, this Agreement
and all rights, duties and obligations of Buyer and Seller hereunder, except any
which  expressly  survive  termination,  shall  terminate and Escrow Agent shall
forthwith return to Buyer the Earnest Money Deposit.

         The  Property  is being  sold in an "as is"  condition  and  "with  all
faults" as of the Effective Date of this Agreement and as of Closing.  Except as
may be expressly set forth in this Agreement,  no  representations or warranties
have  been  made or are made and no  responsibility  has been or is  assumed  by
Seller or by any partner,  officer, person, firm, agent or representative acting
or  purporting  to act on behalf of Seller as to the  condition or repair of the
Property or the value, expense of operation, or income

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potential thereof or as to any other fact or condition which has or might affect
the  Property  or  the  condition,   repair,  value,  expense  of  operation  or
warranties, express or implied, as to the suitability or fitness of the Property
for  Buyer's  intended  use  of  the  Property.   The  parties  agree  that  all
understandings  and agreements  heretofore made between them or their respective
agents or  representatives  are merged in this Agreement and the Exhibits hereto
annexed, which alone fully and completely express their agreement, and that this
Agreement  has been entered into after full  investigation,  or with the parties
satisfied with the opportunity afforded for investigation, neither party relying
upon any  statement  or  representation  by the other  unless such  statement or
representation  is  specifically  embodied  in this  Agreement  or the  Exhibits
annexed hereto. To the extent that Seller has provided to Buyer information from
any inspection,  engineering or  environmental  reports  concerning  asbestos or
harmful or toxic substances,  Seller makes no representations or warranties with
respect to the accuracy or completeness, methodology of preparation or otherwise
concerning   asbestos  or  harmful  or  toxic   substances,   Seller   makes  no
representations  or  warranties  with respect to the  accuracy or  completeness,
methodology of preparation or otherwise concerning the contents of such reports.
Buyer acknowledges that Seller has requested Buyer to inspect fully the Property
and investigate all matters relevant thereto and to rely solely upon the results
of Buyer's own inspections or other information  obtained or otherwise available
to Buyer,  rather than any information  that may have been provided by Seller to
Buyer.

                  (b) Seller will  promptly  furnish or make  available to Buyer
the  documents  enumerated  on Exhibit  attached  hereto which are  available to
Seller.   Buyer,   through  its  officers,   employees   and  other   authorized
representatives,  shall have the right to reasonable  access to the Property and
all income  and  expense,  maintenance  and  tenant  records  of Seller  related
thereto, including without limitation all Leases, at reasonable times and notice
during the Inspection Period for the purpose of inspecting the Property,  taking
soil and ground  water  samples,  conducting  Hazardous  Materials  inspections,
reviewing the books and records of Seller  concerning the Property and otherwise
conducting its due diligence review of the Property. Seller shall cooperate with
and  assist  Buyer in making  such  inspections.  Seller  shall  give  Buyer any
authorizations which may be required by Buyer in order to gain access to records
or other information pertaining to the Property or the use thereof maintained by
any governmental or  quasi-governmental  authority or  organization.  Buyer, for
itself and its  agents,  agrees not to, and has no  authority  to enter into any
contract with  existing  tenants  without the written  consent of Seller if such
contract  would be binding upon Seller  should this  transaction  fail to close.
Buyer  shall  have  the  right  to  have  due  diligence  interviews  and  other
discussions or negotiations with tenants, provided Seller is notified in advance
of all such meetings and given the opportunity to be present at any meeting held
with a tenant or tenants.


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                  (c)  Buyer,   through  its   officers   or  other   authorized
representatives,  shall  have the right to  reasonable  access to all  Materials
(other than privileged or confidential  litigation materials) for the purpose of
reviewing and copying the same.

         3.2 Hazardous Material. Prior to the end of the Inspection Period Buyer
may order  environmental  assessments of the Property.  A copy of any assessment
report,  if made,  shall be  furnished  by Buyer  to  Seller  promptly  upon its
completion.  If an  assessment  report  discloses the existence of any Hazardous
Material or any other  matters  concerning  the  environmental  condition of the
Property or its environs,  Buyer may notify  Seller in writing,  within ten (10)
business days after receipt of the assessment report that it elects to terminate
this Agreement,  whereupon this Agreement shall terminate and Escrow Agent shall
return to Buyer its Earnest Money Deposit.

         3.3 Time and Place of Closing.  Unless otherwise agreed by the parties,
the  Closing  shall take place by  express  courier at the  offices of the title
agent issuing the title insurance  commitment at 10:00 A.M. on the date which is
the tenth (10th) day following the expiration of the Inspection Period, provided
that Buyer may designate an earlier date for Closing.

                    4.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER

         Seller  warrants  and  represents  as  follows  as of the  date of this
Agreement  and as of the Closing  and where  indicated  covenants  and agrees as
follows:

         4.1 Organization; Authority. Seller is duly organized, validly existing
and in good  standing  under the laws of the state of its  organization  and the
state in which the Shopping Center is located,  and has full power and authority
to enter into and perform this Agreement in accordance  with its terms,  and the
persons executing this Agreement and other Transaction  Documents have been duly
authorized to do so on behalf of Seller.  Seller is not a "foreign person" under
Sections  1445 or 897 of the  Internal  Revenue  Code  nor is  this  transaction
subject to any withholding under any state or federal law.

         4.2  Authorization;  Validity.  The  execution  and  delivery  of  this
Agreement by Seller and Seller's  consummation of the transactions  contemplated
by this  Agreement  have  been  duly  and  validly  authorized.  This  Agreement
constitutes a legal, valid and binding agreement of Seller  enforceable  against
it in accordance with its terms.

         4.3      Title.  Seller is the owner of the Property.

         4.4   Commissions.  Seller has neither dealt with nor does it have any
knowledge of any broker or other party who has or may have any claim against
 Seller,

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Buyer or the Property for a brokerage commission or finder's fee or like payment
arising out of or in connection with the  transaction  provided  herein.  Seller
agrees to  indemnify  Buyer from any such  claim  arising  by,  through or under
Seller,  including  without  limitation  any claim that may be asserted  against
Buyer  or  the  Property  by  Delta  Shamrock  Enterprises,  Inc.  or any of its
officers.

         4.5 Sale  Agreements.  The  Property is not subject to any  outstanding
agreement(s) of sale,  option(s),  or other right(s) of third parties to acquire
any interest therein,  except for Permitted  Exceptions,  this Agreement and the
Faison Contract.

         4.6  Litigation.  To  the  best  of  Seller's  knowledge,  there  is no
litigation or proceeding  pending or threatened  against Seller  relating to the
Property.

         4.7  Leases.  There  are no  Leases  affecting  the  Property,  oral or
written,  except as listed on the Rent  Roll,  and any  Leases or  modifications
entered  into between the date of this  Agreement  and the Closing Date with the
consent of Buyer.  Copies of the Leases,  which have been  delivered to Buyer or
shall be delivered  to Buyer within five (5) days from the date hereof,  are, to
the best knowledge of Seller, true, correct and complete copies thereof, subject
to the  matters  set forth on the Rent  Roll.  Between  April  15,  1998 and the
Closing Date,  Seller will not terminate or modify existing Leases or enter into
any  new  Leases  without  the  consent  of  Buyer  which  Buyer  agrees  not to
unreasonably  withhold. All of the Property's tenant leases are in good standing
and to the best of Seller's  knowledge no defaults  exist  thereunder  except as
noted on the Rent Roll. No rent or reimbursement has been paid more than one (1)
month in advance and no security deposit has been paid,  except as stated on the
Rent Roll.  No tenants under the Leases are entitled to interest on any security
deposits.  No tenant  under any Lease has or will be  promised  any  inducement,
concession  or  consideration  by Seller other than as expressly  stated in such
Lease,  and except as stated  therein  there are and will be no side  agreements
between Seller and any tenant.

         4.8 Financial Statements. Seller covenants to furnish promptly to Buyer
copies of the  income and  expense  accounts  together  with  unaudited  updated
monthly  reports of cash flow for interim  periods  beginning after December 31,
1997. Buyer and its independent  certified  accountants shall be given access to
Seller's books and records at any time prior to and for six (6) months following
Closing  upon  reasonable  advance  notice  in order  that they may  verify  the
financial  statements.  Buyer agrees to reimburse  Seller for any reasonable and
direct  costs  incurred by Seller on account of any audit  performed by Buyer or
Buyer's  representatives after Closing.  Seller agrees to execute and deliver to
Buyer  or  its  accountants  the  Audit  Representation  Letter  should  Buyer's
accountants audit the records of the Shopping Center.

     4.9 Contracts.  Except for Leases, Permitted Exceptions, and as may be set
forth in the schedule of service contracts attached hereto as Exhibit 4.9,
 there are no

                                                      - 11 -

<PAGE>



management,  service,  maintenance,  utility or other  contracts  or  agreements
affecting  the Property,  oral or written,  which extend beyond the Closing Date
and which would bind Buyer or encumber the  Property,  at Buyer's  option,  more
than thirty (30) days after Closing.

         4.10 Permits and Zoning. To the best knowledge of Seller,  there are no
material permits and licenses  (collectively  referred to as "Permits") required
to be  issued  to  Seller  or to  Faison  by any  governmental  body,  agency or
department  having  jurisdiction  over the Property which materially  affect the
ownership or the use thereof which have not been issued.

         4.11 Rent  Roll;  Tenant  Estoppel  Letters.  The Rent Roll is true and
correct in all respects.  Buyer agrees to accept Seller's  existing local Tenant
Estoppel Letters (not including  Publix) from the Tenants under Leases which are
annexed  hereto as Composite  Exhibit 4.11,  together  with a  certificate  from
Seller that there have been no  material  changes in the terms and status of the
leases.

         4.12  Condemnation.  Neither the whole nor any portion of the Property,
including access thereto or any easement benefitting the Property, is subject to
temporary  requisition  of  use  by  any  governmental  authority  or  has  been
condemned, or taken in any proceeding similar to a condemnation proceeding,  nor
is there now pending any  condemnation,  expropriation,  requisition  or similar
proceeding  against the Property or any portion thereof.  Seller has received no
notice nor has any knowledge that any such proceeding is contemplated.

         4.13 Governmental Matters.  Seller has not entered into any commitments
or  agreements  with any  governmental  authorities  or agencies  affecting  the
Property  that  have not been  disclosed  in  writing  to Buyer or which are not
available  to Buyer by an  examination  of the  records of such  authorities  or
agencies  having  jurisdiction  over the  Property  and Seller has  received  no
notices from any such governmental authorities or agencies of uncured violations
at the  Property of  building,  fire,  air  pollution  or zoning  codes,  rules,
ordinances or regulations, environmental and hazardous substances laws, or other
rules,  ordinances  or  regulations  relating to the  Property.  Seller shall be
responsible  for the remittance of all sales tax for periods  occurring prior to
the Allocation Date directly to the appropriate state department of revenue.

         4.14  Repairs.  Seller has  received no notice of any  requirements  or
recommendations  by any lender,  insurance  companies,  or governmental  body or
agencies  requiring  or  recommending  any  repairs  or  work  to be done on the
Property which have not already been completed.

 4.15 Consents and Approvals; No Violation.  Neither the execution and delivery
of this Agreement by Seller nor the consummation by Seller of the transactions

                                                      - 12 -

<PAGE>



contemplated hereby will (a) require Seller to file or register with, notify, or
obtain any permit,  authorization,  consent, or approval of, any governmental or
regulatory  authority;  (b)  conflict  with  or  breach  any  provision  of  the
organizational  documents of Seller;  (c) violate or breach any provision of, or
constitute a default (or an event  which,  with notice or lapse of time or both,
would constitute a default) under, any note, bond, mortgage,  indenture, deed of
trust,  license,  franchise,   permit,  lease,  contract,   agreement  or  other
instrument,  commitment or  obligation  to which Seller is a party,  or by which
Seller,  the Property or any of Seller's  material  assets may be bound;  or (d)
violate any order, writ, injunction, decree, judgment, statute, law or ruling of
any court or governmental authority applicable to Seller, the Property or any of
Seller's material assets.

      4.1 Environmental Matters.  Seller represents and warrants as of the date
hereof and as of the Closing that:

                  (a) Seller has not,  and has no  knowledge of any other person
who has, caused any Release,  threatened  Release,  or disposal of any Hazardous
Material at the Property in any material quantity; and

                  (b) The  Property  does  not now  contain  and to the  best of
Seller's  knowledge has not contained  any: (a)  underground  storage tank,  (b)
material  amounts of  asbestos-containing  building  material,  (c) landfills or
dumps, (d) drycleaning  plant or other facility using drycleaning  solvents;  or
(e)  hazardous  waste  management  facility as defined  pursuant to the Resource
Conservation and Recovery Act ("RCRA") or any comparable state law. The Property
is not a site  on or  nominated  for  the  National  Priority  List  promulgated
pursuant to Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") or any state remedial priority list promulgated or published pursuant
to any comparable state law; and

         4.17 No Untrue  Statement.  Neither this  Agreement nor any exhibit nor
any written  statement or Transaction  Document  furnished or to be furnished by
Seller  to  Buyer  in  connection  with the  transactions  contemplated  by this
Agreement  contains or will  contain any untrue  statement  of material  fact or
omits or will omit any material fact necessary to make the statements  contained
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.

                         5.  WARRANTIES, REPRESENTATIONS AND COVENANTS OF BUYER

         Buyer hereby  warrants and  represents as of the date of this Agreement
and as of the Closing and where indicated covenants and agrees as follows:

         5.1  Organization;  Authority.  Buyer is a corporation  duly organized,
validly  existing and in good standing  under laws of Florida and has full power
and authority

                                                      - 13 -

<PAGE>



to enter into and perform this Agreement in accordance  with its terms,  and the
persons  executing this Agreement and other  Transaction  Documents on behalf of
Buyer have been duly authorized to do so.

         5.2 Authorization; Validity. The execution, delivery and performance of
this  Agreement and the other  Transaction  Documents have been duly and validly
authorized by the Board of Directors of Buyer.  This Agreement has been duly and
validly  executed and delivered by Buyer and  (assuming the valid  execution and
delivery of this  Agreement by Seller)  constitutes  a legal,  valid and binding
agreement of Buyer enforceable against it in accordance with its terms.

         5.3  Commissions.  Buyer has  neither  dealt  with nor does it have any
knowledge  of any  broker or other  party who has or may have any claim  against
Buyer or Seller for a  brokerage  commission  or  finder's  fee or like  payment
arising out of or in connection  with the  transaction  provided  herein.  Buyer
agrees to  indemnify  Seller from any other such claim  arising  by,  through or
under Buyer.

                                           6.  POSSESSION; RISK OF LOSS

         6.1 Possession. Possession of the Property will be transferred to Buyer
at the conclusion of the Closing.

         6.2 Risk of Loss.  All risk of loss to the  Property  shall remain upon
Seller until the  conclusion of the Closing.  If,  before the  possession of the
Property has been  transferred to Buyer, any material portion of the Property is
damaged by fire or other  casualty  and will not be restored by the Closing Date
or if any material  portion of the Property is taken by eminent  domain or there
is a material obstruction of access to the Improvements by virtue of a taking by
eminent  domain,  Seller  shall,  within ten (10) days of such damage or taking,
notify Buyer thereof and Buyer shall have the option to:

                  (a)  terminate  this  Agreement  upon  notice to Seller  given
within ten (10) business days after such notice from Seller, in which case Buyer
shall receive a return of its Earnest Money Deposit; or

                  (b) proceed with the purchase of the Property,  in which event
Seller  shall  assign to Buyer all  Seller's  right,  title and  interest in all
amounts  due  or  collected  by  Seller  under  the  insurance  policies  or  as
condemnation  awards.  In such event, the Purchase Price shall be reduced by the
amount of any  insurance  deductible  to the  extent it  reduced  the  insurance
proceeds payable.


                                                      - 14 -

<PAGE>



                                                 7.  TITLE MATTERS

         7.1      Title.

                  (a)  Title  Insurance  and  Survey.  Prior  to the  end of the
Inspection Period Buyer's counsel shall order the Title Insurance Commitment and
a Survey (Seller agreeing to furnish to Buyer copies of any existing surveys and
title  information in its possession  promptly after execution of this Agreement
including the title  commitment and survey  furnished by Faison under the Faison
Contract).  The title evidence will also include copies of restrictive covenants
imposed on lands lying between the Shopping Center and US Highway 17. Buyer will
have ten (10)  days from  receipt  of the Title  Commitment  (including  legible
copies of all recorded  exceptions noted therein) and Survey to notify Seller in
writing of any Title Defects, encroachments or other matters (including the said
restrictive  covenants)  not  acceptable  to Buyer.  Any  Title  Defect or other
objection  disclosed  by  the  Title  Insurance  Commitment  (other  than  liens
removable by the payment of money) or the Survey  which is not timely  specified
in Buyer's written notice to Seller of Title Defects shall be deemed a Permitted
Exception.  Seller shall notify Buyer in writing within five (5) days of Buyer's
notice if Seller intends to cure any Title Defect or other objection.  If Seller
elects to cure,  Seller  shall use  diligent  efforts to cure the Title  Defects
and/or  objections  by the Closing Date (as it may be extended with Seller's and
Buyer's agreement). If Seller elects not to cure or if such Title Defects and/or
objections  are not cured,  Buyer  shall  have the  right,  in lieu of any other
remedies, to: (i) refuse to purchase the Property,  terminate this Agreement and
receive a return of the Earnest Money Deposit;  or (ii) waive such Title Defects
and/or  objections and close the purchase of the Property  subject to such Title
Defects.

                  (b)  Miscellaneous  Title  Matters.  If a search  of the title
discloses judgments,  bankruptcies or other returns against other persons having
names the same as or similar to that of Seller,  Seller shall on request deliver
to Buyer an affidavit stating, if true, that such judgments, bankruptcies or the
returns are not against Seller.  Seller further agrees to execute and deliver to
the Title  Insurance agent at Closing such  documentation,  if any, as the Title
Insurance  underwriter  shall reasonably  require to evidence that the execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby have been duly  authorized and that there are no mechanics'
liens on the  Property  or  parties in  possession  of the  Property  other than
tenants under Leases and Seller.


                                                      - 15 -

<PAGE>



                                             8.  CONDITIONS PRECEDENT

         8.1 Conditions  Precedent to Buyer's  Obligations.  The  obligations of
Buyer under this  Agreement  are subject to  satisfaction  or waiver by Buyer of
each of the following conditions or requirements on or before the Closing Date:

                  (a)  Seller's  warranties  and   representations   under  this
Agreement shall be true and correct as of the Closing Date, and Seller shall not
be in default hereunder.

                  (b) All  obligations  of Seller  contained in this  Agreement,
shall have been fully performed in all material  respects and neither Seller nor
Faison shall be in default  under any  covenant,  restriction,  right-of-way  or
easement affecting the Property.

                  (c) A Title  Insurance  Commitment  in the full  amount of the
Purchase Price shall have been issued and "marked down" through Closing, subject
only to Permitted Exceptions.

                  (d) The physical and  environmental  condition of the Property
shall  be  unchanged  from the date of this  Agreement,  ordinary  wear and tear
excepted.

                  (e) Seller shall have delivered to Buyer the following in form
reasonably satisfactory to Buyer:

                  (f) A special warranty deed in proper form for recording, duly
executed and  acknowledged  so as to convey to Buyer the fee simple title to the
Property, subject only to the Permitted Exceptions;

     (1)      Originals, if available, or if not, true copies of the Leases and
of the contracts, agreements, permits and licenses, and such Materials as may
 be in
the possession or control of Seller;

                 (2)      A blanket assignment to Buyer of all Leases and the
contracts,  agreements,  permits and licenses (to the extent assignable) as they
affect the Property,  including an indemnity  against breach of such instruments
by Seller prior to the Closing Date
             (3)      A bill of sale with respect to the Personal Property and
Materials;

                           (4)      The Survey;


                                                      - 16 -

<PAGE>



              (5)      A current rent roll for all Leases in effect showing no
changes  from the rent roll in effect on April 15,  1998  other  than  those set
forth in the Leases or approved in writing by Buyer;

          (6)      All Tenant Estoppel Letters by Seller pursuant to the terms
of this Agreement  which must include Publix and eighty percent (80%) (which 80%
includes  the  tenant  estoppel  letters  or  certificates  attached  hereto  as
composite  Exhibit  4.11) of the other  tenants who have  signed  leases for any
portion of the Property, without any material exceptions,  covenants, or changes
to the form  approved by Buyer and  distributed  to the  tenants by Seller,  the
substance of which Tenant  Estoppel  Letters must be  acceptable to Buyer in all
respects;

            (7)      A general assignment of all assignable existing warranties
relating to the Property, provided any cost to transfer such warranty shall be
 Buyer's expense;

          (8)      An owner's affidavit, non-foreign affidavits, non-tax
withholding  certificates and such other documents as may reasonably be required
by Buyer or its counsel in order to effectuate  the provisions of this Agreement
and the transactions contemplated herein;

             (9)      The originals or copies of any real and tangible personal
property tax bills for the Property for the tax year of Closing and the previous
year, and, if requested, the originals or copies of any current water, sewer and
utility bills which are in Seller's custody or control;

        (10)     Resolutions of Seller authorizing the transactions described
herein;
            (11)     All keys and other means of access to the Improvements in
the possession of Seller or its agents;

                           (12)     Materials; and

               (13)     Such other documents as Buyer may reasonably request to
effect the transactions contemplated by this Agreement.

         In the event that all of the  foregoing  provisions of this Section are
not satisfied,  then Buyer, at its sole and exclusive  remedy,  may either waive
such  condition  and close or elect in  writing  to  terminate  this  Agreement,
whereupon the Earnest

                                                      - 17 -

<PAGE>



Money Deposit shall be promptly delivered to Buyer by Escrow Agent and, upon the
making of such delivery,  neither party shall have any further claim against the
other by reasons of this Agreement, except as provided in Article .

         8.2 Conditions  Precedent to Seller's  Obligations.  The obligations of
Seller under this Agreement are subject to  satisfaction  or waiver by Seller of
each of the following conditions or requirements on or before the Closing date:

                  (a)  Buyer's   warranties  and   representations   under  this
Agreement  shall be true and correct as of the Closing Date, and Buyer shall not
be in default hereunder.

                  (b)  All  of  the  obligations  of  Buyer  contained  in  this
Agreement  shall  have been  fully  performed  by or on the date of  Closing  in
compliance with the terms and provisions of this Agreement.

                  (c) Buyer  shall have  delivered  to Seller at or prior to the
Closing the following, which shall be reasonably satisfactory to Seller:

                (1)      Delivery and/or payment of the balance of the Purchase
Price in accordance with Section  at Closing;

          (2)      An assumption of the leases, contracts, agreements, permits,
licenses  by Buyer in a manner  acceptable  to Seller,  including  an  indemnity
against breach of such instruments by Buyer subsequent to the Closing Date;

                 (3)      Seller's full and complete release from the Surviving
Mortgage; and

              (4)      Such other documents as Seller may reasonably request to
effect the transactions contemplated by this Agreement.

         In the event that all  conditions  precedent to Buyer's  obligation  to
purchase shall have been satisfied but the foregoing  provisions of this Section
have not, and Seller  elects in writing to terminate  this  Agreement,  then the
Earnest Money Deposit shall be promptly delivered to Seller by Escrow Agent and,
upon the making of such  delivery,  neither  party shall have any further  claim
against the other by reasons of this Agreement, except as provided in Article .

         8.3 Best Efforts.  Each of the parties  hereto agrees to use reasonable
best  efforts  to take or cause to be taken  all  actions  necessary,  proper or
advisable to consummate the transactions contemplated by this Agreement.

                                                      - 18 -

<PAGE>




                                         9.  PRE-CLOSING BREACH; REMEDIES

         9.1 Breach by Seller. In the event of a breach of Seller's covenants or
warranties  herein  and  failure by Seller to cure such  breach  within the time
provided  for  Closing,  Buyer  may,  at Buyer's  election  (i)  terminate  this
Agreement  and receive a return of the Earnest  Money  Deposit,  and the parties
shall have no further  rights or  obligations  under this  Agreement  (except as
survive  termination);   (ii)  enforce  this  Agreement  by  suit  for  specific
performance;  or (iii)  waive such  breach and close the  purchase  contemplated
hereby, notwithstanding such breach.

         9.2 Breach by Buyer.  In the event of a breach of Buyer's  covenants or
warranties  herein  and  failure  of Buyer to cure such  breach  within the time
provided for Closing,  Seller's sole remedy shall be to terminate this Agreement
and retain Buyer's Earnest Money Deposit as agreed  liquidated  damages for such
breach,  and upon payment in full to Seller of such  amounts,  the parties shall
have no further rights, claims,  liabilities or obligations under this Agreement
(except as survive termination).


                                                10.  MISCELLANEOUS

         10.1 Radon Gas. Radon is a naturally  occurring  radioactive gas which,
when it has  accumulated  in a building in  sufficient  quantities,  may present
health  risks to persons who are exposed to it over time.  Levels of radon which
exceed federal and state guidelines have been found in buildings in the state in
which the Property is located.  Additional information regarding radon and radon
testing may be obtained from the county public health unit.

         10.2 Entire  Agreement.  This  Agreement,  together  with the  exhibits
attached  hereto,  constitutes the entire  agreement  between the parties hereto
with respect to the subject  matter  hereof and may not be modified,  amended or
otherwise  changed  in any  manner  except  by a writing  executed  by Buyer and
Seller.

         10.3 Notices.  All written notices and demands of any kind which either
party may be required or may desire to serve upon the other party in  connection
with this Agreement shall be served by personal delivery, certified or overnight
mail,  reputable  overnight courier service or facsimile  (followed  promptly by
hard copy) at the addresses set forth below:


                                                      - 19 -

<PAGE>



                  As to Seller:                      c/o Faison & Associates
                                            Attention:  David Lampke
                                            1900 Interstate Tower
                                            121 Trade Street
                                            Charlotte, North Carolina 28202-5519
                                            Facsimile: 1-704-331-2500

                  With a copy to:                    Steel Hector & Davis, LLP
                                            Attention:  Michael E. Botos, Esq.
                                            777 South Flagler Drive
                                 Suite 1900 West
                       West Palm Beach, Florida 33401-6198

                  As to Buyer:              RRC Acquisitions Two, Inc.
                                            Attention:  Robert L. Miller
                                            Suite 200, 121 W. Forsyth St.
                                            Jacksonville, Florida 32202
                                            Facsimile: (904) 634-3428

                  With a copy to:          Rogers, Towers, Bailey, Jones & Gay
                                            Attention:  William E. Scheu, Esq.
                                            1301 Riverplace Blvd., Suite 1500
                                            Jacksonville, Florida 32207
                                            Facsimile: (904) 396-0663

Any notice or demand so served shall  constitute  proper notice  hereunder  upon
delivery to the United States Postal  Service or to such  overnight  courier.  A
party may change its notice address by notice given in the aforesaid manner.

         10.4 Headings.  The titles and headings of the various  sections hereof
are intended  solely for means of reference and are not intended for any purpose
whatsoever to modify, explain or place any construction on any of the provisions
of this Agreement.

         10.5  Validity.  If any of the  provisions  of  this  Agreement  or the
application  thereof to any persons or  circumstances  shall, to any extent,  be
invalid or unenforceable,  the remainder of this Agreement by the application of
such provision or provisions to persons or circumstances  other than those as to
whom or which it is held invalid or unenforceable shall not be affected thereby,
and every  provision of this  Agreement  shall be valid and  enforceable  to the
fullest extent permitted by law.

10.6     Attorneys' Fees.  In the event of any litigation between the parties
 hereto to enforce any of the provisions of this Agreement or any right of 
either party hereto,

                                                      - 20 -

<PAGE>



the unsuccessful  party to such litigation agrees to pay to the successful party
all costs and expenses,  including  reasonable  attorneys' fees,  whether or not
incurred in trial or on appeal, incurred therein by the successful party, all of
which  may be  included  in and as a part  of  the  judgment  rendered  in  such
litigation.  Any indemnity  provisions herein shall include  indemnification for
reasonable  attorneys'  fees  and  costs,  whether  or not suit be  brought  and
including fees and costs on appeal.

         10.7     Time of Essence.  Time is of the essence of this Agreement.

         10.8 Governing Law. This Agreement shall be governed by the laws of the
state in which the  Property is located,  and the parties  hereto agree that any
litigation  between the parties  hereto  relating to this  Agreement  shall take
place  (unless  otherwise  required by law) in a court  located in the county in
which Escrow Agent's  principal place of business is located.  Each party waives
its right to jurisdiction or venue in any other location.

         10.9 Successors and Assigns. The terms and provisions of this Agreement
shall be binding  upon and inure to the benefit of the parties  hereto and their
respective  successors and assigns.  No third parties,  including any brokers or
creditors, shall be beneficiaries hereof.

         10.10 Exhibits. All exhibits attached hereto are incorporated herein by
reference to the same extent as though such  exhibits  were included in the body
of this Agreement verbatim.

         10.11 Gender; Plural; Singular; Terms. A reference in this Agreement to
any gender,  masculine,  feminine or neuter,  shall be deemed a reference to the
other,  and the  singular  shall be deemed to include the plural and vice versa,
unless  the  context   otherwise   requires.   The  terms  "herein,"   "hereof,"
"hereunder,"  and  other  words  of a  similar  nature  mean  and  refer to this
Agreement as a whole and not merely to the specified  section or clause in which
the respective word appears unless expressly so stated.

         10.12  Further  Instruments,  Etc.  This  Agreement  may be executed in
counterparts  and when so executed  shall be deemed  executed as one  agreement.
Seller and Buyer  shall  execute any and all  documents  and perform any and all
acts reasonably necessary to fully implement this Agreement.

         10.13  Survival.  The  obligations  of Seller and Buyer  intended to be
performed  after the Closing  shall  survive the closing for a period of one (1)
year and then terminate.


                                                      - 21 -

<PAGE>



  10.14   No Recording.  Neither this Agreement nor any notice, memorandum or
other notice or document relating hereto shall be recorded.

         THE CROSSINGS AT FLEMING ISLAND COMMUNITY  DEVELOPMENT DISTRICT IMPOSES
         TAXES OR ASSESSMENTS,  OR BOTH TAXES AND  ASSESSMENTS,  ON THE PROPERTY
         THROUGH A SPECIAL TAXING DISTRICT.  THESE TAXES AND ASSESSMENTS PAY THE
         CONSTRUCTION,   OPERATION  AND  MAINTENANCE  COSTS  OF  CERTAIN  PUBLIC
         FACILITIES OF THE DISTRICT AND ARE SET ANNUALLY BY THE GOVERNING  BOARD
         BY THE DISTRICT.  THESE TAXES AND ASSESSMENTS ARE IN ADDITION TO COUNTY
         AND ALL OTHER TAXES AND ASSESSMENTS PROVIDED BY LAW.

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

Witnesses:                                         RRC ACQUISITIONS TWO, INC.,
                                                      a Florida corporation


___________________________________  By:________________________________________
Name:_____________________________       Name:_________________________________
                                     Title:__________________________________
-----------------------------------
Name:_____________________________   Date: ______________________________, 1998

                                             Tax Identification No.: 59-3478325

                                                             "BUYER"


                                                      - 22 -

<PAGE>



                                                  FAISON-FLEMING ISLAND LIMITED
                                                      PARTNERSHIP

                                 By:    FCD-Fleming Island Limited Partnership,
                                                    its sole general partner

                                   By:    Faison Capital Development, Inc.,
                                                      its sole general partner


___________________________________ By:________________________________________
Name:_____________________________        Name:_________________________________
                                    Title:__________________________________
-----------------------------------
Name:_____________________________   Date: ______________________________, 1998

                                 Tax Identification No.: ______________________

                                                             "SELLER"




                                                      - 23 -

<PAGE>



                                              JOINDER OF ESCROW AGENT


         1.  Duties.  Escrow  Agent joins  herein for the purpose of agreeing to
comply with the terms hereof insofar as they apply to Escrow Agent. Escrow Agent
shall receive and hold the Earnest Money Deposit in trust,  to be disposed of in
accordance with the provisions of this joinder and the foregoing Agreement.  The
Earnest Money  Deposit shall be invested by Escrow Agent in an interest  bearing
account at First Union National Bank.

         2.  Indemnity.  Escrow Agent shall not be liable to either party except
for claims resulting from the gross  negligence or willful  misconduct of Escrow
Agent. If the escrow is involved in any  controversy or litigation,  the parties
hereto  shall  jointly and  severally  indemnify  and hold Escrow Agent free and
harmless from and against any and all loss, cost, damage,  liability or expense,
including  costs of reasonable  attorneys' fees to which Escrow Agent may be put
or which  may  incur by reason of or in  connection  with  such  controversy  or
litigation,  except to the extent it is finally determined that such controversy
or  litigation   resulted  from  Escrow  Agent's  gross  negligence  or  willful
misconduct.  If the indemnity amounts payable hereunder result from the fault of
Buyer or Seller (or their respective agents),  the party at fault shall pay, and
hold the other party harmless against, such amounts.

         3.  Conflicting  Demands.  If conflicting  demands are made upon Escrow
Agent or Escrow  Agent is  uncertain  with  respect to the  escrow,  the parties
hereto  expressly  agree that Escrow Agent shall have the  absolute  right to do
either  or both of the  following:  (i)  withhold  and stop all  proceedings  in
performance  of this escrow and await  settlement  of the  controversy  by final
appropriate legal proceedings or otherwise as it may require;  or (ii) file suit
for declaratory  relief and/or  interpleader  and obtain an order from the court
requiring  the parties to  interplead  and litigate in such court their  several
claims and rights between  themselves.  Upon the filing of any such  declaratory
relief or  interpleader  suit and  tender of the  Earnest  Money  Deposit to the
court,  Escrow Agent shall  thereupon be fully released and discharged  from any
and all  obligations to further  perform the duties or obligations  imposed upon
it.  Buyer and Seller  agree to respond  promptly  in writing to any  request by
Escrow Agent for clarification,  consent or instructions. Any action proposed to
be taken by Escrow Agent for which  approval of Buyer and/or Seller is requested
shall be considered  approved if Escrow Agent does not receive written notice of
disapproval  within five (5) business days after a written  request for approval
is received by the party whose approval is being  requested.  Escrow Agent shall
not be required to take any action for which approval of Buyer and/or Seller has
been sought unless such approval has been received.  No  disbursements  shall be
made, other than as provided in Sections and of the foregoing Agreement, or to a
court in an  interpleader  action,  unless Escrow Agent shall have given written
notice of the proposed disbursement to Buyer and Seller and

                                                      - 24 -

<PAGE>



neither  Buyer nor Seller  shall have  delivered  any written  objection  to the
disbursement  within  five (5)  business  days after  receipt of Escrow  Agent's
notice.  No  notice  by Buyer or Seller  to  Escrow  Agent of  disapproval  of a
proposed  action shall affect the right of Escrow Agent to take any action as to
which such approval is not required.

         4. Continuing Counsel. Seller acknowledges that Escrow Agent is counsel
to Buyer  herein and Seller  agrees that in the event of a dispute  hereunder or
otherwise between Seller and Buyer, Escrow Agent may continue to represent Buyer
notwithstanding  that it is acting  and will  continue  to act as  Escrow  Agent
hereunder,  it being  acknowledged  by all parties  that Escrow  Agent's  duties
hereunder are ministerial in nature.

         5. Tax  Identification.  Seller and Buyer shall provide to Escrow Agent
appropriate Federal tax identification numbers.

                                     ROGERS, TOWERS, BAILEY, JONES & GAY, P.A.


                                      By:______________________________________
                                                     Its Authorized Agent

                                     Date: ______________________________, 1998

                                                               "ESCROW AGENT"


                                                      - 25 -

<PAGE>



                                                     EXHIBIT

                                            Audit Representation Letter


                                            --------------------------
                                           (Acquisition Completion Date)



KPMG Peat Marwick LLP
Suite 2700
One Independent Drive
Jacksonville, Florida  32202

Dear Sirs:

         We are writing at your request to confirm our  understanding  that your
audit of the  Statement of Revenue and Certain  Expenses  for the twelve  months
ended ________________,  was made for the purpose of expressing an opinion as to
whether the statement presents fairly, in all material respects,  the results of
its operations in conformity with generally accepted accounting  principles.  In
connection with your audit we confirm,  to the best of our knowledge and belief,
the following representations made to you during your audit:

         1. We have made available to you all financial records and related data
for the period under audit.

         2. There have been no undisclosed:

                  a.  Irregularities  involving  any  member  of  management  or
employees who have significant roles in the internal control structure.

                  b.  Irregularities  involving  other persons that could have a
material effect on the Statement of Revenue and Certain Expenses.

                  c.  Violations or possible  violations of laws or regulations,
the effects of which should be  considered  for  disclosure  in the Statement of
Revenue and Certain Expenses.

         3. There are no undisclosed:

                  a.  Unasserted  claims or  assessments  that our lawyers  have
advised us are probable of assertion  and must be disclosed in  accordance  with
Statement of Financial Accounting Standards No. 5 (SFAS No. 5).


<PAGE>




                  b. Material  gain or loss  contingencies  (including  oral and
written guarantees) that are required to be accrued or disclosed by SFAS No. 5.

                  c. Material  transactions that have not been properly recorded
in the  accounting  records  underlying  the  Statement  of Revenue  and Certain
Expenses.

                  d. Material undisclosed related party transactions and related
amounts receivable or payable,  including sales,  purchases,  loans,  transfers,
leasing arrangements, and guarantees.

                  e. Events that have  occurred  subsequent to the balance sheet
date that would require  adjustment to or disclosure in the Statement of Revenue
and Certain Expenses.

         4. All  aspects of  contractual  agreements  that would have a material
effect on the Statement of Revenue and Certain Expenses have been complied with.

         Further,   we  acknowledge   that  we  are  responsible  for  the  fair
presentation  of the  Statements  of Revenue  and Certain  Expenses  prepared in
conformity with generally accepted accounting principles.

                                                     Very truly yours,

                                                     "Seller/Manager"


                                                     Name
                                                     Title


<PAGE>



                                                     EXHIBIT

                                        Legal Description of Real Property


<PAGE>



                                                     EXHIBIT

                                                     Rent Roll


<PAGE>



                                                     EXHIBIT
                                              Form of Estoppel Letter

                                            _____________________, 199_

RRC Acquisitions Two, Inc.
Regency Centers, Inc.
121 W. Forsyth St., Suite 200
Jacksonville, Florida  32202

         RE:      ___________________________ (Name of Shopping Center)

Ladies and Gentlemen:

         The  undersigned  (Tenant)  has been advised you may purchase the above
Shopping Center, and we hereby confirm to you that:

         1.       The undersigned is the Tenant of  ___________________________,
                  Landlord,  in the above Shopping  Center,  and is currently in
                  possession  and  paying  rent on  premises  known as Store No.
                _______________ [or Address
              ----------------------------------------------------------------],
                and containing approximately  _____________ square feet, under
                  the terms of the lease dated ______________________, which has
                  (not) been amended by amendment dated ________________________
                  (the "Lease").  There are no other written or oral  agreements
                  between Tenant and Landlord.  Tenant  neither  expects nor has
                  been promised any inducement,  concession or consideration for
                  entering into the Lease,  except as stated therein,  and there
                  are no side agreements or understandings  between Landlord and
                  Tenant.

         2.       The  term  of the  Lease  commenced  on  ____________________,
                  expiring  on  ___________________,  with  options to extend of
                  ________________ (____) years each.

         3.       As  of   ____________________,   monthly   minimum  rental  is
                  $_______________ a month.

         4.       Tenant is  required  to pay its pro rata share of Common  Area
                  Expenses and its pro rata share of the Center's  real property
                  taxes and insurance cost.  Current additional monthly payments
                  for expense  reimbursement  total  $____________ per month for
                  common area  maintenance,  property  insurance and real estate
                  taxes.

         5.       Tenant has given [no security deposit] [a security deposit of
                  $--------------].



<PAGE>



         6.       No payments by Tenant  under the Lease have been made for more
                  than one (1) month in  advance,  and  minimum  rents and other
                  charges under the Lease are current.

         7.       All matters of an inducement nature and all obligations of the
                  Landlord under the Lease  concerning the  construction  of the
                  Tenant's  premises and  development  of the  Shopping  Center,
                  including without limitation, parking requirements,  have been
                  performed by Landlord.

         8.       The  Lease  contains  no first  right of  refusal,  option  to
                  expand,  option to terminate,  or exclusive  business  rights,
                  except as follows:

         9.       Tenant knows of no default by either  Landlord or Tenant under
                  the Lease,  and knows of no situations  which,  with notice or
                  the  passage of time,  or both,  would  constitute  a default.
                  Tenant has no rights to off-set or defense against Landlord as
                  of the date hereof.

         10.      The undersigned has not entered into any sublease,  assignment
                  or any other agreement transferring any of its interest in the
                  Lease or the Premises except as follows:

11.  Tenant has not generated, used, stored, spilled, disposed of, or released
            any hazardous substances at, on or in the Premises.  "Hazardous
            Substances" means any flammable, explosive, toxic, carcino
       mutagenic, or corrosive substance or waste, including volatile petroleum
           products and derivatives and drycleaning solvents.  To the best of
         Tenant's knowledge, no asbestos or polychlorinated biphenyl ("PCB") is
        located at, on or in the Premises.  The term "Hazardous Substances"
   does not include those materials which are technically within the definition
      set forth above but which are contained in pre-packaged office supplies,
         cleaning materials or personal grooming items or other items which are
        sold for consumer or commercial use and typically used in other similar
                  buildings or space.

The  undersigned  makes this statement for your benefit and protection  with the
understanding  that you intend to rely upon this  statement in  connection  with
your  intended  purchase of the above  described  Premises  from  Landlord.  The
undersigned  agrees that it will,  upon receipt of written notice from Landlord,
commence to pay all rents to you or to any Agent acting on your behalf.
                        
                             Very truly yours,
                              -------------------------------------------
                                   ____________________________________(Tenant)
 Mailing Address:
____________________________        By:________________________________________
                                          Its:_________________________________
----------------------------


<PAGE>







                                                     Exhibit

                                               Document Request List

Items Required from the Seller:

       1)   Property Specifications (Zoning)
       2)   As Built Plans & Specs (arch. and engineering)
       3)   Site Plan (including suite numbers)
       4)   Location maps
       5)   Aerial photographs
       6)   Demographics (including traffic counts)
       7)   Legal Description
       8)   Parking Information - Space count
       9)   Copy of All Leases (and amendments) & Lease Briefs
      10)   Certificates of Occupancy - All current tenants
      11)   Schedule of Security Deposits
      12)   Most recent Rent Roll (with suite #'s, rent escalations, and option
            period info)
      13)   Sales Reports (most recent 3 Years) for tenants reporting
      14)   Current Rent Billings (by category, base, CAM, etc.)
      15)   Current Delinquency Report (with explanations for balances > $1,000)
      16)   Tenant Activity Register for all Current Tenants (billings & 
            payments)
      17)   Tenant Estoppels
      18)   Property Operating Results - Most recent 3 Years
      19)   Property Capital Expenditures - Most recent 3 Years
      20)   Audited Financial Statements - 3 Years
      21)   Real Estate and other tax bills - 3 Years
      22)   Year to Date Financials & YTD detail general Ledger
      23)   Existing Service Agreements and Warranties
      24)   Three years loss history - reported claims
      25)   Most Recent Year Expense Recovery Reconciliation
      26)   Breakdown of CAM Pools
      27)   Proof Sales Tax Payments are Current
      28)   Appraisal (last available)
      29)   Seller's Budget for up-coming/current year
      30)   Utility Bills for last 12 mths/deposits
      31)   Personal Property Inventory
      32)   Existing Title Insurance Policy
      33)   Available Inspection Reports (environmental, roof, structural, etc.)
      34)   Summary of Tenant Contacts (with address and telephone numbers)
            With local (incld store#) & national addresses
      35)   Survey
      36)   Tax plat map


<PAGE>



                                                     Exhibit

                                           Schedule of Service Contracts




<PAGE>


                                                  Exhibit (4.11)




<PAGE>