EXHIBIT 10.12


                                  Exhibit 10.12
                      Purchase Agreement - Kendall, Florida


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                      AGREEMENT TO PURCHASE REAL PROPERTY:


         This Agreement to Purchase Real Property ("Agreement") is dated October
4, 1996 for reference  purposes only,  and is made by and between  Documentation
Corp. and Bersin  Development Corp., each a Florida  corporation,  each as to an
undivided  50%  interest  ("Seller"),  and Silver  Diner  Development,  Inc.,  a
Virginia corporation ("Buyer").

                                    ARTICLE 1
                                   DEFINITIONS

         For  purposes of this  Agreement,  the  following  terms shall have the
following meanings:

         1.1      Closing. The term Closing shall mean the date and event
upon which title to the Property is transferred of record to Buyer.

         1.2  Contemplated  Use. The term  "Contemplated  Use" shall mean a full
service   restaurant   consistent  with  the  prototypical   design  of  Buyer's
restaurants,  containing  a  minimum  of 220  seats  and with a  liquor  license
allowing the sale of beer, wine and alcoholic beverages for consumption on site.

         1.3 Contemplated  Improvements.  The term  "Contemplated  Improvements"
shall mean a building  containing  not more than 8,000 square feet  inclusive of
any outdoor or covered patio areas for outside dining, if any, plus, in addition
thereto, related screened exterior dumpster pad, walkways, landscaping, lighting
and other site improvements  pertaining thereto, if any; provided however,  that
the width (the east-west  dimension) of any building constructed on the Property
at any time shall not exceed 100 lineal feet.

         1.4 Effective Date of this Agreement. This Agreement shall be effective
on, and the term  "Effective  Date" shall mean, the date on which this Agreement
is executed  by the last  designated  signatory  to this  Agreement  and a fully
executed counterpart thereof,  including all exhibits hereto, has been delivered
to the other party.

         1.5 Environmental Law. The term  "Environmental  Law" or "Environmental
Laws" shall mean all applicable  federal,  state and local  environmental  laws,
regulations,   rules,  ordinances,   statutes,   licenses,  permits,  orders  or
restrictions  relating to or affecting the Property and/or the development,  use
or operation  thereof with  respect to  Hazardous  Materials  and/or the use and
control thereof.

         1.6      Escrow Holder. The term "Escrow Holder" shall mean Rubin
Baum Levin Constant Friedman & Bilzin, 2500 First Union Financial Center, Miami,
Florida 33131.



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         1.7 Government  Approvals.  The term "Government  Approvals" shall mean
any and all permits, licenses, authorizations or consents of federal, state, and
municipal governmental or quasi-governmental  authorities,  agencies,  boards or
offices having  jurisdiction  over the Property,  duly issued in accordance with
applicable Laws to permit Buyer to construct the  Contemplated  Improvements and
utilize  the same for the  Contemplated  Use,  including  specifically,  but not
limited to  subdivisions  approval,  compliance  with  zoning  requirements  (or
obtaining  any  necessary  variances  or special use permits  thereto or changes
therefrom),   site  plan  approval,  highway  department  access  and  curb  cut
approvals,  satisfaction of environmental and traffic impact study  requirements
and building permits.

         1.8 Hazardous Materials.  The term "Hazardous Materials" shall mean any
pollution or contaminants as defined by any applicable  governmental  regulatory
agency, including but not limited to, hazardous or toxic substances or materials
regulated under federal, state or local environmental laws, regulations,  rules,
ordinances,   statutes,  licenses,  permits,  or  orders;  asbestos;  radon  and
polychlorinated biphenyls.

         1.9 Kendall  Drive  Portion of the  Product.  The term  "Kendall  Drive
Portion of the  Project"  shall  mean the  trapezoidal  portion of the  Seller's
Project  which  borders  Kendall Drive and consists of Parcels "E," "F," "G" and
"H," together with the parking field associated with such parcels (but excluding
the parking area located  between  parcels "H" and "I") all  landscaping  areas,
roadways and drives  serving such parcels,  and the grass  set-back area between
such parking field and Kendall Drive, all as shown on the sketch attached hereto
as Exhibit "C".

         1.10 Laws.  The term  "Laws" or "Law"  shall mean all local,  regional,
municipal, county, state, and federal statutes, regulations, ordinances, orders,
judgments,  codes, rules or other laws applicable to or affecting the ownership,
operation  or use of the  Property or any portion  thereof  (including,  without
limitation,   health,  safety,  building,  fire  safety,  liquor,   subdivision,
environmental, and zoning laws).

         1.11     Permitted Exceptions. The term "Permitted Exceptions"
shall mean the exceptions to title determined pursuant to paragraph
3.2.

         1.12  Property.  The term  "Property"  shall  mean  that  certain  real
property  located (i) east of the northeast  corner of the intersection of North
Kendall Drive and S.W. 124th Avenue in the unincorporated  County of Dade, State
of Florida,  as depicted in Exhibit A attached hereto and identified as Parcel F
on the Site Plan, as hereinafter defined,  which Property shall be not less than
150 feet by 150 feet in size; (ii) all improvements and structures located on
the land;  (iii) all easements,  hereditaments  and  appurtenances in favor  of
or  benefitting  the land or  improvements,  or any  portion  thereof, including
all rights,  title and  interest  in

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and to all  streets  abutting or serving the land or any  portion  thereof;  and
(iv) any items of  tangible  and intangible personal property,  located on
and/or attached to, used in connection with, or arising in connection with, the
ownership,  operation,  maintenance and management of said land and
improvements.

         1.13 REA. The term "REA" shall mean the Reciprocal  Easement  Agreement
between  the owner of  Seller's  Project  and other  tenants  and  occupants  of
Seller's  Project  granting  easements over the common roadway areas and utility
lines of Seller's  Project  including the Property and governing and restricting
the use of Seller's Project, as more particularly described in paragraph 2.4.

         1.14  Seller's  Project.  The term  "Seller's  Project"  shall mean the
overall  mixed use parcel shown on Exhibit "B", of which the Property is a part,
and  depicted  in bold on the site plan  attached  as  Exhibit B to the REA (the
"Site Plan").

                                    ARTICLE 2
                                TERMS OF PURCHASE

         2.1  Agreement  to Purchase  and Sell.  Buyer  agrees to  purchase  the
Property from Seller,  and Seller agrees to sell the Property to Buyer, upon the
terms and conditions contained in this Agreement.

         2.2      Purchase Price. The purchase price for the Property shall
be $1,350,000.00 (the "Purchase Price").

         2.3      Terms of Payment. The Purchase Price shall be paid by
Buyer to Seller as follows:

                  (a)  Deposit.  Contemporaneously  with the  execution  of this
Agreement  by Buyer,  Buyer will  deposit  with Escrow  Holder as earnest  money
deposit (the "Deposit") clear funds in the amount of $150,000. The Deposit shall
be held in an interest  bearing  repurchase  agreement or similar  account under
Buyer's  Federal  Identification  Number which is  54-1439417,  and disbursed as
herein  provided.  If this  Agreement  is  terminated  for any reason other than
Buyer's default in its obligations under this Agreement,  then the Deposit,  and
any interest thereon, shall be returned to Buyer. Upon Closing the Deposit shall
be disbursed to Seller and all interest thereon shall be paid to Buyer.

                  (b)      Balance of Purchase Price. The balance of the
Purchase Price shall be paid to the order of Seller in clear funds
as follows:

                           (i)      the sum of $1,175,000 shall be payable at
Closing; and

                           (ii)     the sum of $25,000 shall be payable upon
Seller's  obtaining  (and  providing  evidence  thereof to Buyer)  all  required
Governmental  Approvals  to permit a minimum  of forty (40)  additional  parking
spaces to be constructed  in the grass  set-back

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area currently  existing in the front  portion  of the  Kendall  Drive  Portion
of the  Project,  as same may be expanded to include land  currently  dedicated
for right of way, if  applicable, such that there shall be a net increase of
forty (40) parking  spaces within the Kendall  Drive  Portion of the Project
(including  those in the grass  set-back area, as same may be expanded as
aforesaid) above the minimum otherwise required by Section 3.9 hereof.  If the
condition set forth in this subparagraph (ii) has been met as of the Closing,
then the sums required to be paid hereunder shall be due at Closing.  If such
condition is not  satisfied on or before  December 31, 1998,  then Buyer shall
be relieved of its obligation for the payment related to this  condition.  This
obligation  shall  survive  Closing and be the joint and several  obligation of
Buyer named herein and any assignee  notwithstanding  any assignment of Buyer's
rights hereunder.

         2.4 Reciprocal  Easement  Agreement.  Attached hereto as Exhibit "E" is
the form of the REA.  The REA,  subject to such  changes  as Seller may  require
(whether to satisfy governmental requirements or otherwise), which changes shall
be subject to Buyer's  prior  written  consent  which shall not be  unreasonably
withheld  (Buyer  hereby  consents to the  inclusion in the REA, at the sole and
absolute option of Seller,  of the  restriction  contemplated in Section 8(c) of
the Buyer's  Supplemental  Declaration attached hereto and made a part hereof as
Exhibit  "H"),  shall,  as a condition to Closing,  be executed by all necessary
parties  at or prior to Closing  and shall be  recorded  in the  public  records
promptly  thereafter.  Additionally,  Seller agrees that the unilateral right of
Seller to shift the  north-south  accessway in the middle of the parking area in
the event a direct  entrance into the Center is permitted from Kendall Drive, as
contemplated  in paragraph 2(a) and (c) of the REA,  shall be  conditioned  upon
Seller's  developing  the Center in accordance  with the  alternative  site plan
attached hereto as Exhibit "F," as same may be changed with Buyer's consent, not
unreasonably withheld (the "Alternative Site Plan"). Further, Seller agrees that
if such direct  entrance from Rendall Drive is to be constructed and same is not
constructed  (and completed)  prior to the date Buyer completes  construction of
its building and opens for business with the public (the "Opening Date"),  then,
commencement  of the  construction  of such entrance shall not occur until after
six (6) months from the Opening  Date.  Seller  agrees that it will not commence
such  construction  activities  prior to the Opening  Date unless it has in good
faith  determined that the construction of the entrance will be completed before
the Opening Date, as same may be reasonably  projected by Buyer, and the
contract relating to the construction of such  entrance  requires that same be
completed  prior to the Buyer's  projected Opening  Date.  Seller shall give
Buyer not less than thirty (30) days'  advance notice  of the  date on  which
construction  of the  entrance  is  expected  to commence.

                                    ARTICLE 3
                    CONDITIONS TO BUYER'S OBLIGATION TO CLOSE

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         3.1 In General.  All of Buyer's obligations  pursuant to this Agreement
are expressly  conditioned  upon the  satisfaction or waiver by Buyer of each of
the  conditions  precedent  set forth in this  Article  3, and if any are not so
satisfied  or waived by Buyer on or before the date of  Closing  (or by the date
specified  therein,  if  longer  or  shorter),  this  Agreement  shall be deemed
terminated and Buyer shall receive the return of the Deposit.

         3.2  Approval  of Title.  Within  forty-five  (45) days  following  the
Effective  Date,  Seller  shall  cause a proforma  title  commitment  written on
Commonwealth  Land Title Insurance  Company to be delivered to Buyer (the "Title
Report")  together  with  hard  copies  of all  items  shown  as  conditions  or
exceptions thereto,  and, which Title Report shall commit to insure, at Closing,
Buyer's  title to the  Property in fee simple and  Buyer's  rights in and to the
easements created by the REA, subject only to the Permitted  Exceptions.  Seller
hereby  advises Buyer that the matters  included on Exhibit "D" attached  hereto
(the  "Title  Schedule")  will  likely  be  reflected  in the  Title  Report  as
exceptions and those matters may not be objected to by Buyer and shall be deemed
Permitted Exceptions. Buyer shall have the right to review Seller's title to the
Property and to object to any exception to title (other than those  reflected on
the Title  Schedule)  that renders  title  unmarketable  or unusable for Buyer's
Contemplated  Use and (a) is  reflected  in the Title  Report and  disclosed  to
Seller by Buyer  within ten (10) days after its  receipt of the Title  Report or
(b) is otherwise disclosed to Seller by Buyer within ten (10) days after Buyer's
first  discovering  same. If Buyer timely objects to an exception to title, then
on or before the earlier of the tenth  (10th) day  following  Buyer's  notice of
exception  or the date for  Closing,  but in no event prior to October 31, 1996,
Seller shall agree to remove the exception by Closing or notify Buyer that it is
unwilling or unable to remove the  exception  prior to Closing.  Within ten (10)
business days following  Buyer's receipt of Seller's notice that it is unable or
unwilling  to  remove an  exception  to  title,  Buyer  may elect to either  (i)
terminate this  Agreement,  whereupon the Deposit shall be returned to Buyer, or
(ii) continue this  Agreement in effect,  in which event Buyer will be deemed to
have approved the previously disapproved exception.  Seller's failure to provide
written notice that it is unwilling or unable to remove an exception  within the
time  allowed  for  delivery  of such  notice  shall be deemed to  evidence  the
willingness and ability of Seller to remove the exception  prior to Closing.
All additional  exceptions to title created or discovered by Buyer  subsequent
to delivery of the Title Report to Buyer shall be subject to the ten-day  time
frames for notice of  disapproval by Buyer and removal by Seller as set forth
above.  All  exceptions  to title to the  Property  which do not render  title
unmarketable  or unusable for Buyer's Contemplated  Use  which  either  are
disclosed  by  the  Title  Report  or are subsequently  discovered  by Buyer
and, in either such case, to which Buyer does not  timely  object  are  referred
to  herein  as the  "Permitted  Exceptions." Notwithstanding the foregoing,
Buyer hereby objects to, and the term "Permitted Exceptions"  shall not
include,  (i) any lien for  payment of  delinquent  real property

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taxes,  (ii) any item listed as a condition  under Schedule B-I of the Title
Report  (excluding  items to be satisfied by Buyer such as payment or the
providing  of  evidence  of  its  corporate  status  and/or  authority),  or any
"standard  exceptions"  reflected  on the Title  Report or Owners  Title  Policy
described in paragraph 5.1, and (ii) any deed of trust,  mortgage, UCC financing
statement,  mechanic's  lien,  judgment  lien  or  other  lien  encumbering  the
Property.  Seller  shall convey good and  marketable  title in fee simple to the
Property to Buyer at the Closing, subject only to the Permitted Exceptions.

                  Buyer   acknowledges  being  advised  that  the  Property  and
adjacent  lands are  encumbered by financing  presently  held by General  Motors
Acceptance Corporation ("GMAC"). It is a condition to the obligation to close of
Buyer under this Agreement  that GMAC will have released its existing  financing
as it affects the Property  prior to or  concurrently  with the Closing and that
GMAC will have  subordinated  concurrently with the Closing the lien and effects
of its'  financing  to the  easements  to be  granted in the REA,  and  Seller's
inability to do so  regardless of the reason  therefor,  shall be subject to the
provisions set forth in Section 6.11(i), below.

                  Buyer   acknowledges  being  advised  of  the  Declaration  of
Restrictive Covenants,  item 3 of the Title Schedule (the "Declaration"),  which
was imposed for the benefit of Kendall  Federation  of  Homeowner  Associations,
Inc.  ("KFHA") and ties  development  of the  Seller's  Project,  including  the
Property,  and other lands, to an approved site plan and sets forth  limitations
on the use and  development of the Property,  Seller's  Project and other lands.
Paragraph  4 of the  Declaration  described  in  item 3 of  the  Title  Schedule
requires the provision of a community meeting area as more particularly provided
therein.  Notwithstanding the fact that the Declaration is a Permitted Exception
that  cannot be  objected to as a title  defect by Buyer,  it is a condition  to
Buyer's  obligation to close that Seller shall have been successful in obtaining
from  KFHA  (i)  a  modification  of  the  afore  referenced  paragraph  of  the
Declaration to provide that same is inapplicable to the Property;  (ii) approval
of a revised site plan consistent  with Exhibit B or F, as applicable  (provided
that Seller can, in its  absolute  and sole  discretion,  make  such  changes
to the  Site  Plan or Alternative Site Plan that are wholly outside the
boundaries of Seller's Project so long as no such changes  violate any
exclusive or  restrictive  covenant set forth for the benefit of Buyer in the
REA, Buyer's  Supplemental  Declaration or Exhibit  "G",  described  below);
and  (iii) an  executed  modification  of the Declaration (which shall, as a
condition to Closing, also be executed by Seller) and (unless a substantial
compliance  determination letter is received from Dade County) an amendment
executed by Dade County and Seller,  amending  Items No. 2 and 3 of the Title
Schedule to reflect  the  foregoing,  which  modification(s) shall  specifically
provide that same supersedes any conflicting  provisions of such Items 2 and 3
of the Title  Schedule.  Buyer  agrees  that any  required or desired
communications with KFHA, pursuant to the Declaration or otherwise, both before
and  after

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Closing,  shall  be  coordinated  through  Seller.  Seller's inability,
regardless of the reasons  therefor,  to obtain the consents  and/or amendments
required by this  paragraph  shall be subject to the  provisions set forth in
Section 6.11(i), below.

                  The  parties   agree  that,   although  the   Declaration   of
Restrictions  disclosed at item 4 of the Title  Schedule  burdens the  Property,
Buyer shall have no liability for the monetary school  donation  contemplated by
paragraph  3 thereof  and Seller  shall  timely pay or cause to be paid the full
amount thereof in a manner that will not delay Buyer's obtaining of its building
permit  or  certificate  of  completion  for  its   Contemplated   Improvements.
Accordingly,  Seller or its designee  shall be entitled to any impact fee credit
contemplated  by paragraph  10 thereof.  Seller  shall  indemnify,  defend (with
counsel reasonably acceptable to Buyer) and hold Buyer harmless from any and all
liabilities,  claims, demands, attorneys' fees, costs, and expenses arising from
Seller's  failure to timely pay the full amount of the monetary  school donation
and this obligation shall survive Closing.

                  If any portion of the Property is located  within that portion
of vacated Southwest 123rd Avenue that is included within Seller's  Project,  it
is a condition to Buyer's  obligation  to close that Seller shall have  obtained
confirmation  in writing from Florida Power and Light Company and BellSouth that
arrangements  have been made for relocation of their existing  facilities within
such  vacated  right-of-way  to  another  location  off  of the  Property.  Such
relocation  shall be  accomplished  as part of Seller's  work under  Section 3.8
below.  The rights of Florida  Power and Light  Company and  BellSouth to retain
their existing  facilities in vacated Southwest 123rd Avenue and to utilize same
until the contemplated relocation is completed shall be a Permitted Exception.

         3.3      Books and Records. Within five (5) days following the
Effective Date, Seller shall deliver to Buyer true and correct copies of
pertinent records and other documents then in Seller's possession or under
Seller's control relating to the Property,  Seller's Project (excluding leases
or sales agreements) and its ownership and operation which are requested by
Buyer, to the extent not previously delivered. Such documents shall include, but
shall not be limited to, commission agreements,  easements, service contracts,
management  contracts,  utility  statements,  tax  bills,  plans and
specifications  for the  Property  and common  areas of  Seller's  Project,  and
improvements on the Property,  surveys,  environmental studies and reports, soil
and water tests,  engineering  studies, and any other test results or reports in
Seller's possession or under Seller's control.

         3.4 Survey. At least ten (10) days prior to Closing, Seller at its sole
expense shall deliver to Buyer a survey of the Property, prepared by a certified
or registered  surveyor  acceptable to Buyer (Makowski & Wright,  Inc. is hereby
approved) together with a certification to Buyer and the title insurance company
indicating the following information:

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                  (a)      Boundary lines and legal description of the
Property;

                  (b)      The area of land in the Property expressed in square
feet [or acres];

                  (c)      The location of all physical encroachments, if any,
by and upon the Property;

                  (d)      The locations of all  easements,  encumbrances,  and
title exceptions  which can be shown and depicted on a survey map,  and the
recording information of such easements, encumbrances and exceptions; and

                  (e)      The location of all structures and abutting streets
with respect to the Property.

                  Buyer  shall have 5 days from  receipt of the survey to object
to any matters that preclude or adversely  restrict or limit Buyer's  ability to
use the Property for the Contemplated Use. Any timely raised survey objection(s)
shall be dealt  with in the same  manner as timely  raised  title  defects.  Any
survey  matters  that are not  timely  objected  to shall  be  deemed  Permitted
Exceptions.

         3.5 Hazardous Materials.  The Property shall be free from any Hazardous
Materials at the Closing.  This condition shall be deemed satisfied unless Buyer
delivers to Seller,  at least 15 days prior to Closing,  an environmental  audit
that discloses the presence of Hazardous Materials affecting the Property.

         3.6      Utilities. At the Closing, the Property shall have available
(subject to extension from the perimeter of the Seller's Project to the Property
as contemplated below), permissible of connection,  public water supply and
sewage disposal  systems having  sufficient capacity to serve the Contemplated
Improvements and the use of the Property for the Contemplated Use, and public
utilities providing sufficient electrical, gas, domestic  and  sprinkler
water,   and  sanitary  sewer  for  the  Contemplated Improvements and the use
of the Property for the Contemplated  Use. Seller shall pay for all costs
associated with the connection of such utilities, subject only to the
contribution by Buyer of $150,000.00 as provided in Section 3.8 below and
subject to the third paragraph of Section 3.8 below. If necessary,  Seller shall
grant  easements  over Seller's  Project and/or other  adjoining  lands owned by
Seller or its affiliates and abutting Seller's  Project,  to serve the Property.
Buyer and the Property  shall have the benefit of the  easements  granted in the
REA.

         3.7 Governmental  Approvals.  At the Closing, Buyer shall have obtained
all  Governmental  Approvals which permit the  construction of the  Contemplated
Improvements and the use of the Property for the  Contemplated  Use. Buyer shall
diligently,  continuously and in good faith pursue  obtaining such  Governmental
Approvals,  including  hiring G. Wright &  Associates  to process  and  expedite
obtaining

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Governmental Approvals.  Seller shall cooperate with Buyer and provide Buyer
with all  information  reasonably  necessary  for Buyer to  complete  the
application   process  for  the  Governmental   Approvals,   including   without
limitation,  a utility plan for the Property.  Buyer shall deliver to Seller and
the Governmental Authorities within 45 days after the Effective Date, subject to
extension by reason of force majeure, working drawings for a prototypical Silver
Diner  restaurant  that are ready in all respects for submission for permitting;
provided,  however,  that Purchaser shall not be in default of this Agreement by
virtue of its  failure to meet such 45- day time frame,  provided  that it meets
its obligations under this Section within seventy-five (75) days (without giving
effect  to force  majeure)  and  shall pay to  Seller,  within  ten (10) days of
demand,  the sum of $369.86 per diem for each day beyond said 45-day period that
Buyer has  failed  to  deliver  the  working  drawings  as  contemplated  by the
foregoing.  Buyer shall diligently,  continuously and in good faith,  subject to
extension by reason of force  majeure,  make and deliver  such  revisions to the
working drawings as may be required for permitting.

         3.8 Site Improvements.  Seller is responsible to complete,  at Seller's
expense  but  subject  to  Buyer's   obligation  to  contribute  as  hereinafter
described,  the off-site and on-site development work specified below within 120
days after  Closing,  subject to  extension by reason of force  majeure.  Seller
shall  install all roadways  depicted by the diagonal  lines on Exhibit C of the
REA and complete all roadwork  required,  if any, to complete S.W.  124th Avenue
lying west of Seller's  Project,  and shall complete all necessary  utility work
and site  work  within  the  Seller's  Project  and/or  off-site  therefrom,  as
necessary to allow the Property to be usable by Buyer for the  Contemplated  Use
upon completion of Buyer's construction of its Contemplated Improvements, which
site work shall include, but not be limited to, land clearing,  water, sewer,
paving, drainage,  striping, site lighting and landscaping,  and the  burial  of
all  FP&L  lines  or  Southern  Bell  lines as necessary to satisfy all
requirements  (as imposed by governmental  entities or the applicable  utility
company)  applicable to the site  improvement  work for Seller's  Project.
Seller shall also be responsible to deliver,  at the Closing and as a condition
thereto, a rough graded building pad to within 1/10 of a foot of final  grade
with  ninety  percent  (90%)  compaction  sufficient  to support Buyer's
prototype building, and Seller shall further be responsible to bring all stubbed
utilities to the Property  within five (5) feet inside the building pad at
points to be determined by Seller within sixty (60) days after Closing,  each
subject to extension by reasons of force majeure.  Seller shall further complete
the grading of the entire  Seller's  Project within one hundred and twenty (120)
days  after the  Closing  (being  at the same time as all other on and  off-site
development work is required to be  completed)subject  to extension by reason of
force  majeure.  As a condition  to Buyer's  obligation  to close,  Seller shall
furnish at or prior to Closing a construction contract for the afore stated site
development work that requires completion within the time frame set forth herein
and a payment and performance bond securing such obligation,  as well as provide

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reasonable  evidence  to  Buyer  of the  availability  of  funds  (through  such
combinations of Seller's equity,  occupant  contributions  and/or financing,  as
applicable)  required  to  perform  the  above-described  on-site  and  off-site
development work.

                  Seller  agrees to use good faith  efforts to perform or caused
to be performed the above referenced site work in a manner that will not prevent
or unduly interfere with Buyer's  construction of its Contemplated  Improvements
in a continuous and uninterrupted manner following the Closing. If Buyer has (i)
completed  construction of its Contemplated  Improvements in a manner that would
permit it to obtain its  certificate of completion  therefor,  but, is unable to
obtain  same,  or  (ii) is  unable  to  proceed  with  the  next  stages  of the
construction  of its  building,  in either  event  solely as a direct  result of
Seller's  failure to perform any of its  obligations  hereunder,  including  its
obligation to complete the site work or portions  thereof as aforestated,  then,
in such event,  Buyer may,  following  five (5) days' advance  written notice to
Seller  specifying the nature of Seller's failure which is preventing Buyer from
obtaining its certificate of completion or proceeding with the next stage of its
construction,  and provided Seller fails to cure such condition within such five
(5) day period,  subject to extension by reason of force  majeure,  perform such
site work or comply with such  obligation  of Seller and the Escrow Holder shall
pay the  amount  of the  reasonable  costs  thereof  to Buyer  from  the  escrow
established  by Buyer  pursuant to this Section.  Additionally,  Seller shall be
obligated  to pay Buyer,  and Buyer  shall  likewise  be paid said sums from the
escrow  funds held for  disbursement  pursuant  to Section  3.8(b)  below by the
Escrow Holder,  a penalty  of $1,000  per day for each day that Buyer is delayed
in (i) obtaining its  certificate of completion for its  Contemplated
Improvements  or (ii)  proceeding with the next stages of the  construction  of
its building,  in each case  solely as a direct  result of the  failure of
Seller to  perform  its obligations  hereunder or complete its site work, or
portions thereof,  as aforestated.

                  Buyer shall be  required  to pay all impact  fees  (including,
without limitation,  traffic impact fees, if any) and water and sewer connection
charges  attributable to its development or use of the Property.  In addition to
the purchase price,  and the costs  otherwise  payable by Buyer pursuant to this
Agreement, Buyer shall contribute the sum of $150,000.00 toward the construction
of the site work,  infrastructure  and parking  improvements  to be completed by
Seller as described above, to be deposited in clear funds with Seller's attorney
at the Closing,  with interest added to principal and disbursement to be made as
follows:

                  (a) the sum of  $100,000  shall  be  disbursed  by the  Escrow
Holder to pay for site work improvements  proportionately and to the extent that
said improvements are completed and in place as certified in writing by Seller's
architect to Escrow Holder and Buyer (e.g. if the total project cost is $500,000
and Seller's  architect  certifies that the site work improvements are completed
to a  sufficient  extent  so as to  entitle  the  contractor  to  $100,000

                                      -10-

<PAGE>

(20% complete) and no monies had been previously  disbursed from the escrow,
$20,000 may then be disbursed by Escrow Holder);  provided that no mechanic's
liens are then filed against the Property or the easement area of Seller's
Project related to Seller's work, and if any such liens are then filed the
payment due hereunder shall,  if  sufficient  for such  purpose,  be used to pay
or bond such liens as determined by Seller, and if insufficient, shall be held
and disbursed by Escrow Holder as appropriate to protect the Property from the
effect of such liens; and

                  (b) the sum of  $50,000  plus  interest  accrued on the escrow
funds shall be disbursed by the Escrow  Holder within five (5) days of the later
of  the  date  that:  (i)  Seller  completes  all of its  on-site  and  off-site
development  work, as certified in writing by Seller's  architect,  receives the
final  Governmental  Approvals  in  connection  therewith,  and  copies  of such
certification and approvals are provided Escrow Holder and Buyer; or (ii) any of
the  buildings  constructed  on  Parcels  E, F, G or H in the  Seller's  Project
receives  its  final  certificate  of  completion  such  that  there are then no
governmental  impediments  to the  occupant's  ability to open its  premises for
business to the general  public and a copy thereof is provided to Escrow  Holder
and Buyer; provided that no mechanic's liens are then filed against the Property
or the easement area of Seller's  Project  related to Seller's  work, and if any
such liens are then filed the payment due hereunder  shall,  if  sufficient  for
such purpose, be used to pay or bond such liens as determined by Seller, and if
insufficient, shall be held and disbursed by Escrow Holder as  appropriate  to
protect the  Property  from the effect of such liens. Notwithstanding  the
provisions of Sections (a) and (b) hereof  requiring copies of the architect's
certification to be given to Buyer, Buyer agrees that Seller will not be in
default if, notwithstanding  Seller's request of the architect to do so, the
architect fails to send copies of such notices to Buyer.

                  Seller  shall  from  time to time  until its work  under  this
Section 3.8 is completed designate  reasonable means for construction access and
reasonable construction staging areas for Buyer's use in connection with initial
construction   of  the   Contemplated   Improvements,   which  access  shall  be
continuously  afforded  Buyer from and after the  Closing.  Buyer shall use only
such  designated  areas for such  purposes and each party shall take  reasonable
steps to  minimize  interference  with,  disruption  of and  delay in the  other
party's work.

The provisions of Section 3.8 shall survive Closing.

         3.9  The  Site  Plan.  Seller  shall  have  obtained  all  Governmental
Approvals  required to allow the Property to be developed in a manner consistent
with the Site Plan, with Buyer's Contemplated  Improvements and the improvements
to be  constructed  on Parcels E, G and H to be  located as  reflected  thereon.
Additionally,  and  notwithstanding  any  changes  to the  configuration  of the
parking area that may be  permitted by the REA,  there shall

                                      -11-

<PAGE>

be a minimum of 360 parking spaces  (subject to the effects of any future
condemnation)  within the Kendall  Drive  Portion of the Project  (excluding
the spaces  located  between parcels "H" and "I"), and excluding any additional
parking spaces authorized to be built in the grass  set-back area  described in
paragraph  2.3(b)(ii)  above. Further,   Seller  shall,  on  or  before
Closing,   record  a  declaration  of restrictions substantially in form of
Exhibit "G". Seller agrees that should any contract to sell or lease any of
parcels  affected by the  foregoing be executed prior to the Closing,  then,
Seller shall,  as a condition to entry thereof and prior  thereto,  record or
reserve the right to  subsequently  record and render fully  enforceable the
declaration  imposing such restrictions on the applicable property.

         3.10 Sale or Lease of Parcels  "E," "G" and "H." The Seller  shall have
entered into binding contracts to sell or lease two (2) of the three (3) parcels
shown on the Site Plan (or Alternative Site Plan, as applicable),  as Parcels E,
G and H, and, if a sale, either the requisite number of transactions  shall have
closed and the parcels shall have been conveyed to the  purchasers  thereof,  or
such  transactions  shall be  required  to close  pursuant  to the  terms of the
contracts  applicable  thereto  within  thirty (30) days  following  the date of
Closing hereunder, and Seller believes, in good faith, that all conditions
precedent  thereto,  if any, will be satisfied  within such time frame as will
allow the  closings  thereof to occur within said thirty (30) day period,  and
if leases,  either the leases shall have become fully effective and  enforceable
and rent (or a free rent  period  if  applicable)  shall  have commenced,  or
any  pre-construction  conditions  shall have been satisfied such that the
landlord or tenant  thereunder may, subject only to obtaining  permits, commence
construction of the leased premises.

                                    ARTICLE 4
                     SELLER'S COVENANTS AND REPRESENTATIONS

         4.1      Preservation of the Property. At all times prior to the
Closing, Seller, at its sole expense, shall:

                  (a) Maintain the Property in the same condition existing on
the Effective Date, normal wear and tear and the site work contemplated by this
Agreement excepted;

                  (b) Not enter  into  any,  sales or other  contract,  lease or
rental agreement affecting the Property without Buyer's prior written approval;

                  (c) Not further encumber the Property or assist or participate
in the placement of any encumbrance,  lien or other claim which may affect title
to the  Property or  easement  areas of  Seller's  Project  and which  cannot be
released (or appropriately  subordinated to Buyer's easement rights if affecting
only the easement areas) at Closing;

                                      -12-

<PAGE>

                  (d)  Not  enter  into  any  management  or  service   contract
affecting the Property or its  operation  which cannot be terminated or released
at Closing without Buyer's prior approval; and

                  (e)  Observe and perform all obligations on Seller's part to
be performed under the terms of any agreement affecting the Property.

         4.2 Cooperation with Buyer.  Seller and Buyer shall cooperate with each
other,  provide  documents  and timely and in good faith  execute  applications,
forms,  instruments  and other  documents  required  to obtain any  Governmental
Approvals  or other  authorizations  enabling  Buyer to  proceed  fully with its
development  plans of the Contemplated  Improvements and Contemplated Use of the
Property  and  to  transfer  the  benefit  of all  such  permits,  licenses  and
certificates  issued  to  Seller  to Buyer.  Seller  shall  allow  Buyer and its
authorized  representatives  and agents  access to the  Property  to make tests,
surveys, or other studies of the Property, provided that Buyer pays for all such
tests and studies,  keeps the Property free and clear of any liens,  repairs all
damage to the  Property,  and  indemnifies  and holds Seller  harmless  from and
against all liability, claims, demands, damages, or costs (including  reasonable
attorneys'  fees at all  tribunal  levels)  specifically related to performing
such tests, surveys, or studies. This paragraph shall survive Closing.

         4.3      Seller's Representations. As of the Effective Date and as
of the Closing, Seller states, warrants and represents as follows:

                  (a) Valid Formation.  Each of the entities comprising,  Seller
is a  corporation  duly  organized  and validly  existing  and  qualified  to do
business  under the laws of the State of  Florida.  Seller  has the full  power,
capacity, authority and legal right to execute and deliver this Agreement and to
perform its obligations hereunder (including, without limitation, the conveyance
of the Property to Buyer). This provision shall survive Closing.

                  (b) Due  Execution.  This  Agreement  and all other docu ments
executed and delivered by Seller shall  constitute the legal,  valid and binding
obligations of the Seller in accordance with the terms of each instrument.  This
Agreement  and all other  instruments  delivered  to  Buyer:  (i) have been duly
authorized by all necessary action on the part of Seller's  partners or officers
and directors, (ii) have received all required governmental approvals,  (iii) do
not violate any law, (iv) do not conflict with or constitute a default under any
indenture,  agreement or other instrument to which Seller is a party or by which
Seller,  any partners or officers or directors of Seller, or the Property may be
bound,  and (v) are not  threatened  with  invalidity or  enforceability  by any
action, pro ceeding or investigation pending or threatened by or against Seller,
any partner or officer or director of Seller,  or the Property.  This  provision
shall survive Closing.

                                      -13-

<PAGE>

                  (c)  Title.  Seller has good and  marketable  fee title to the
Property, free and clear of all liens, claims, encumbrances, easements or rights
of way,  covenants,  conditions,  restrictions and  limitations,  other than the
Permitted Exceptions.

                  (d)  Claims.  Seller  has  no  knowledge  of  any  pending  or
threatened (in writing) condemnation or special assessments against the Property
(other than a street lighting special  assessment  district,  which the Property
will be included in and be bound by, and the papers creating said district shall
be a Permitted  Exception  and Buyer shall,  if  requested,  join in same),  any
lawsuits which will affect the Property,  nor any other claim,  action,  suit or
proceeding at law or in equity, by or before any  administrative or governmental
authority affecting Seller or the Property.

                  (e)      No Violation of Law. To Seller's knowledge, the
Property does not violate any Law and Seller has not received any notice of any
claimed violation of any Law from any administrative or governmental authority
or board of fire insurance underwriters. Seller is not aware of any legal
restriction which would interfere with Buyer's proposed construction of the
Contemplated Improvements or use of the Property for the Contemplated Use.

                  (f) Mechanics'  Liens. No alteration,  repair,  improvement or
other work has been  performed on the Property,  for which payment has not been,
or will not be,  made when due and in all  events  prior to  delinquency  in the
ordinary course. At Closing no such sum due shall prevent the title company from
deleting  the  exception  for  unrecorded  liens and no liens  shall be recorded
against the Property or Seller shall pay same, or transfer same to bond or other
acceptable  security,  prior to or at Closing.  Seller shall likewise not permit
any lien to be placed on any other area of Seller's Project which would have the
effect of restricting Buyer's ability to freely use all easement areas thereof.

                  (g) Documents.  All documents,  information  and other records
with  respect  to the  Property,  which  Seller  has or will  give to  Buyer  in
connection  with this  Agreement,  will be complete  and correct in all material
respects and will  accurately  represent the condition of the Property,  and its
ownership,  operations  and  management,  as of the  date  and  for  the  period
identified in the document.

                  (h) Contracts. There are no contracts or other agree ments for
occupancy of the Property or the payment of leasing  commissions,  the rendering
of  management  or  other  services  with  respect  to  the  Property,   or  the
construction of improvements on the Property,  nor are there any other contracts
or agreements  by which Buyer would become  obligated or liable to any person or
entity, other than the Permitted Exceptions.

                  (i) Access.  The rights of way for all roads necessary for the
full  utilization  of the Property have been acquired or

                                      -14-

<PAGE>

dedicated to public use by the  appropriate  governmental  authorities  or
easements  will be in effect therefor pursuant to the REA.

                  (j) Material Defects. Seller has no knowledge, either actual
or constructive, of any material defect in the Property which would prevent the
construction of the Contemplated Improvements or the use of the Property for the
Contemplated Use.

                  (k) Zoning. Seller warrants that at the present time and as of
the Closing the Property is and will be zoned to permit the Contemplated Use
under the laws of Dade County.

                  (l) Subdivision Map Act. Seller warrants that once platting as
contemplated  by this Agreement is completed,  the Property will comply with all
applicable subdivision  requirements and no further subdivision map, parcel map,
or division of land is or will be required to validly  transfer  the Property to
Buyer.

                  (m) Insolvency.  Seller has not (i) made a general  assignment
for the benefit of creditors,  (ii) filed any involuntary petition in bankruptcy
or suffered the filing of any involuntary petition by Seller's creditors,  (iii)
suffered  the   appointment  of  a  receiver  to  take   possession  of  all  or
substantially  all of Seller's  assets,  (iv)  suffered the  attachment or other
judicial seizure of all, or substantially  all, of Seller's assets, (v) admitted
in  writing  its  inability  to pay its debts as they come due,  or (vi) made an
offer of settlement, extension or composition to its creditors generally.

                  (n) Hazardous  Materials.  To Seller's knowledge there are not
now and never have been any  underground  storage  tanks or Hazardous  Materials
present in, on or under the  Property or adjoining  property,  and there are not
now, and were no prior uses of the Property or adjoining area which would create
or release any Hazardous Materials upon or from the Property.

Seller  shall  notify  Buyer  of  any  changes  in  any of the foregoing
matters that occur  between the  Effective  Date and Closing.  Seller shall
endeavor to remedy any material changes in the foregoing  matters,  except where
such remediation would require  litigation or the expenditure of more than
$5,000.00 by Seller in the  aggregate.  Notwithstanding  the  foregoing,  in the
event any such changes materially adversely affect Buyer and were not the result
of Seller's  willful act or  misconduct,  and Seller is unable or  unwilling  to
remedy such matters to Buyer's reasonable  satisfaction  within the afore stated
limitations,  Buyer may,  as its sole and  exclusive  remedy  unless such change
results  from  actions of GMAC,  KFHA,  any  utility  company or any  applicable
governing authority, in which case Section 6.11(i) will be applicable, terminate
this Agreement by written notice to Seller and receive the return of its Deposit
forthwith. If any of the representations were materially untrue on the Effective
Date hereof,  or become materially untrue as a result of Seller's willful act or
misconduct  and in either  event  Seller  fails to remedy  same,  then Buyer may
terminate  this

                                      -15-

<PAGE>

Agreement by written notice to Seller and receive the return of its Deposit
without  waiving Buyer's rights to compensation  pursuant to Section 6.11,
below.

                                    ARTICLE 5
                                     CLOSING

         5.1 Title.  Seller  shall (i) convey to Buyer fee title to the Property
at Closing by delivery of a Special  Warranty Deed, free and clear of all liens,
encumbrances and exceptions other than the Permitted Exceptions, and free of all
tenants or other  occupants,  and (ii) cause to be issued an American Land Title
Association  Owner's Policy -- Form B (or a marked up Commitment  therefor) from
Commonwealth  Land Title  Insurance  Company with  coverage in the amount of the
Purchase Price,  showing title to the Property vested in Buyer in fee simple and
insuring Buyer's interest in all of the easements  provided in the REA,  subject
only to the Permitted  Exceptions,  and without any "standard exceptions" or
exceptions for the "gap" period. The policy shall be issued by Seller's
attorneys.

         5.2 Timing.  Provided all  conditions to Closing have been satisfied or
waived by Buyer, Closing shall occur within twenty (20) days after the Buyer has
received  all  Governmental  Approvals  and  permits  for  construction  of  the
Contemplated  Improvements on the Property and use of same for the  Contemplated
Use; provided,  however, that Seller may terminate this Agreement if Closing has
not  occurred by February  28, 1997 (not subject to extension by reason of force
majeure), unless the reason the Closing has not then occurred is due to the fact
that one or more of the  conditions  to Closing  (exclusive of the condition set
forth in Section  3.7 unless the  reason  for  Buyer's  failure to satisfy  such
condition can be clearly shown to be as a result of Seller's  failure to perform
any of its obligations  hereunder)  have not been fully satisfied or waived,  in
which event the  outside  date for Closing  shall be deemed  extended  for up to
ninety (90) days and  thereafter  may be, if such  unsatisfied  condition  as is
under Seller's control has still not been satisfied, extended by Buyer or Seller
for one  additional  up to ninety (90) day period.  If neither  party  elects to
extend the Closing for the second up to ninety (90) day period,  this  Agreement
shall then be  terminated  and the  Deposit  refunded to Buyer  without  waiving
Buyer's rights to compensation,  if and as applicable  pursuant to Section 6.11,
below.  If the Closing has not  occurred by the  expiration  of the second up to
ninety (90) day extension period, if applicable, then either party may terminate
this  Agreement and the Deposit will be refunded to Buyer.  Notwithstanding  the
foregoing,  if after  February 28, 1997 all  conditions to Closing have occurred
other than Buyer's having satisfied the condition precedent set forth in Section
3.7 above (for  reasons  other  than  Seller's  failure  to  satisfy  any of its
obligations),  then, if Seller elects to terminate  this  Agreement as permitted
herein,  Buyer may negate  Seller's  election to terminate this Agreement if, by
written  notice to Seller  given  within  five (5)  business  days of receipt of
notice from Seller  terminating  this

                                      -16-

<PAGE>

Agreement,  Buyer waives such condition to Closing and the Closing of this
transaction  occurs  within  fifteen  (15) days thereafter.

         5.3      Prorations and Closing Costs.

                  (a) Taxes.  Buyer acknowledges being advised that the Property
and  other  land are  included  as one tax  parcel.  Accordingly,  an  equitable
allocation  of taxes and special or other  assessments  between the Property and
the remainder of the lands included in the tax parcel shall be made (taking into
consideration the assessment amounts per acre,  relative  acreages,  and similar
factors)  at the  Closing.  Ad valorem  real  estate  taxes  levied  against the
Property for the year in which this  transaction  is closed shall be prorated as
of the date of the Closing, utilizing the maximum allowable discount, based upon
the millage rate and tax assessment of the Property for the current year, if
known, or for the prior year if the figures for the current year are not known.
In the later  event,  either party may require  that the taxes be  reprorated
based on the actual taxes due, utilizing maximum allowable  discount,  when
known.  Buyer shall accept title to the Property subject to  non-delinquent
taxes for the current year, but subject to the afore stated proration and
Seller's obligation.

                  (b) Assessments. All assessments (to the extent due or payable
at or prior to Closing) and encumbrances affecting the Property shall be paid by
Seller on or before the Closing.

                  (c) Operating Expenses. All utility, maintenance,  service and
operating expenses paid by Seller, and applicable to services to be performed or
materials to be provided to the Pro perty after the  Closing,  shall be prorated
between the parties to the date of the Closing.

                  (d)  Closing  Costs.  City,  county  and state  real  property
conveyance taxes,  document taxes, surtax and transfer fees shall be paid by the
Seller.  Recording fees and the minimum  promulgated  risk rate title  insurance
premium shall be paid by the Buyer.

         5.4      Possession. At the Closing, possession of the Property
shall be delivered to Buyer, free of all tenancies.

         5.5 Risk of Loss.  At all times prior to the Closing,  the risk of loss
of the Property shall be with Seller.  If prior to the Closing any  condemnation
proceeding is commenced affecting the Pro perty or access to the Property,  then
Seller  shall  immediately  notify  Buyer of such  event.  Upon  receipt of such
notice, Buyer shall elect by written notification to Seller within ten (10) days
thereafter  to  either:  (i)  terminate  this  Agreement,  whereupon  all monies
deposited  by Buyer shall be  returned  to Buyer and the  parties  shall have no
further rights or obligations with respect to this Agreement; or (ii) permit the
Closing,  in accordance with this Agreement  (which shall be deemed to have been
elected if timely  notice has not been  furnished  by Buyer),  whereupon  Seller
shall

                                      -17-

<PAGE>

assign and deliver to Buyer all condemnation awards payable as a result of the
condemnation.

         5.6      Documents at Closing.

                  (a)      Seller's Requirements. At the Closing, Seller shall
deliver to Buyer the following:

                           (1)  A  special   warranty   deed  duly  executed  in
                  recordable form with all necessary  federal,  state, and local
                  tax stamps and surtax  affixed at Seller's  expense  conveying
                  the Property to Buyer;

                           (2) The REA fully  executed by all  parties  with any
                  interest in Seller's  Project and containing all  restrictions
                  required hereby, if same has not theretofore been recorded;

                           (3)      The fully executed Supplemental Declaration
                  relating to the Property;

                           (4) An  affidavit or  certificate  for the purpose of
                  establishing  that  Seller is not a foreign  person and has no
                  foreign  affiliations  which would require  withholding  under
                  Section 1445 of the Internal Revenue Code or any other Laws;

                           (5) Such  documents  as may be  required by the title
                  company  to  (i)   satisfy   all  of   Seller's   Section  B-I
                  requirements  set forth in the Title  Report,  (ii) delete all
                  standard  exceptions for mechanic's  liens,  matters of survey
                  and parties in possession and (iii) insure the "gap"; and

                           (6)    The Owner's Title Insurance Policy or "marked
                  up commitment" in the form as required hereby.

                  (b)      Buyer's Requirements. At the Closing, Buyer shall
deliver Clear funds in an amount sufficient to satisfy Buyer's Closing
obligations under this Agreement.

                  (c)      At Closing,  each party shall  deliver such other
items as may be provided  for herein or as may  reasonably  be  requested by the
other in furtherance hereof.

                                    ARTICLE 6
                               GENERAL PROVISIONS

         6.1  Brokerage  Commissions.   Seller  shall  pay  the  total  broker's
commission payable to Prime Sites, Inc. and Kendallgate Properties,  Inc. (which
latter  entity is  affiliated  with  Seller  and is the agent  solely of Seller)
pursuant to separate agreement(s). Buyer and Seller hereby represent and warrant
to the other that they have not taken any action  which  would  create any other
obligation  for broker's  commissions or finder's fees to be payable with regard
to this  transaction  other than as  aforesaid.  Buyer and Seller  each agree to
indemnify and hold the other  harmless from and

                                      -18-

<PAGE>

against all  liability,  claims, demands, damages, or costs (including
reasonable attorneys' fees at all tribunal levels) of any kind arising from or
connected  with any broker's  commission  or finder's  fee or other  charge
claimed  to be due any person  arising  from the indemnifying  party's conduct
with respect to this transaction  (which indemnity from Buyer is  acknowledged
to  specifically  include any  commission  or claim therefor asserted by Florida
Shopping Center Group,  Inc.), other than the commissions  authorized in this
paragraph. This provision shall survive Closing.

         6.2 Notices.  Any notice required or permitted to be given with respect
to the subject matter of this Agreement  shall be in writing and shall be deemed
properly  delivered,  given or served  (i) when  personally  served or when such
personal service is refused  (including  delivery by an overnight  courier),  or
(ii) on the date shown for  delivery or rejection  on a return  receipt,  if the
notice is deposited in the U.S. mail,  certified or  registered,  return receipt
requested, postage prepaid, addressed as follows:

         TO SELLER:                     Berkowitz Development Group
                                        2665 S. Bayshore Drive
                                        Suite 1200
                                        Coconut Grove, FL 33133
                                        Phone:       (305) 854-2800
                                        Fax:         (305) 854-9795

         With a copy to:                Arnold A. Brown, Esq.
                                        Rubin Baum Levin Constant
                                        Friedman & Bilzin
                                        2500 First Union Financial Center
                                        Miami, FL 33131
                                        Phone:       (305) 374-7580
                                        Fax:         (305) 374-7593

         TO BUYER:                      Silver Diner Development, Inc.
                                        11806 Rockville Pike
                                        Rockville, MD 20852
                                        Attn: Robert T. Giaimo, President
                                        Fax: (301) 770-2832

         With a copy to:                Arnold D. Shevin, Esq.
                                        Stroock & Stroock & Lavan
                                        3300 First Union Financial Center
                                        200 South Biscayne Boulevard
                                        Miami, Florida 33131-2385
                                        Fax:         (305) 789-9302

                  The above  parties  may  change the  address to which  notices
shall  thereafter be delivered by giving five (5) days' prior written  notice to
all other parties in the manner set forth in this paragraph.

                                      -19-

<PAGE>

         6.3      Memorandum of Agreement. Neither this Agreement nor any
notice hereof shall be recorded in any public records.

         6.4  Attorneys'  Fees. If any legal action is commenced con cerning the
Property,  this  Agreement,  or the rights  and duties of any party in  relation
thereto,  the  prevailing  party  in such  liti  gation  shall  be  entitled  to
reasonable attorneys' fees at all tribunal  levels in an amount set by the
court.  Should  either party become the subject of any  bankruptcy  or
insolvency  proceeding,  the other party shall be entitled to all  attorneys'
fees at all tribunal  levels and costs  incurred to establish any right
hereunder,  or to obtain adequate  assurances or relief from the effects of the
bankruptcy or insolvency proceeding.

         6.5 Authority and  Execution.  Each person  executing this Agreement on
behalf of a party  represents  and warrants that such person is duly and validly
authorized  to do so on  behalf of the party it  purports  to bind and,  if such
party is a partnership, corporation or trust, that such partnership, corporation
or trust has full right and  authority to enter into this  Agreement and perform
all of its obligations hereunder. As to representations,  warranties,  covenants
or agreements made by Seller in this Agreement, each of Bersin Development Corp.
and  Documentation  Corp. shall be liable only for matters  pertaining to it, in
the case of representations and warranties pertaining to the selling entities or
things within their  knowledge,  and for an undivided 50% of the  obligations or
liabilities,  in the case of other  representations,  warranties,  covenants and
agreements.

         6.6 Further  Assurances.  Each party shall act  diligently  and in good
faith with respect to all matters pertaining to this Agreement and shall perform
or cause to be performed all acts and execute, acknowledge and deliver, or cause
to be executed, acknowledged and delivered, all instruments and documents as may
be  reasonably  required to carry out the intent and purpose of this  Agreement.
This provision shall survive Closing.

         6.7 Entire  Agreement.  This  Agreement and the exhibits  marked hereto
(all of which are by this reference  incorporated  herein) constitute the entire
agreement  between the  parties  and  supersede  all other  agreements,  whether
written or oral,  respecting  the  subject  matter of this  Agreement;  no other
agreement,  statement or promise made by either party hereto with respect to the
subject matter of this Agreement  shall be binding or valid.  This Agreement may
be executed simultaneously or in counterparts,  each of which shall be deemed an
original but all of which together shall con stitute one and the same contract.

         6.8 Amendments. This Agreement shall not be modified by either party by
oral representations  made before or after the execution of this Agreement,  and
all  amendments  to this  Agreement  must be in writing  and signed by Buyer and
Seller.

                                      -20-

<PAGE>

         6.9      Binding Effect. This Agreement shall be binding upon and inure
to the benefit of each party's assignees (to the extent assignable), heirs,
successors and legal representatives. None of the representations, warranties,
or covenants of Seller set forth herein shall survive the Closing and delivery
of the deed and the same shall be merged  into the deed,  except as and to the
extent  specifically provided for herein.

         6.10  Interpretation.  Each party and its counsel  have  reviewed  this
Agreement.  Any rule of  construction  to the effect that  ambiguities are to be
resolved  against the drafting  party shall not apply in the  interpretation  of
this Agreement. The captions of this Agreement are for convenience and reference
only, and the words  contained  therein shall not be deemed to explain,  modify,
amplify or aid in the interpretation,  construction or meaning of the provisions
of this Agreement.  This Agreement shall be construed and interpreted under, and
governed and  enforced  according  to, the laws of the State of Florida.  If any
provisions of this Agreement are held to be unenforceable or invalid,  it is the
specific  intent of the parties that the remaining  provisions  shall be of full
force and effect.

         6.11 Damages for Default or Seller's Inability to Close. If the Closing
fails to occur due to a default of Buyer,  then Seller will sustain  substantial
damages.  Buyer and Seller  agree that it would be  impracticable  or  extremely
difficult to determine  the actual  damages  sustained by Seller in the event of
such a default hereunder by Buyer, and therefore, Seller and Buyer agree that if
Buyer commits such a default,  Seller shall, as its sole and exclusive  remedies
and as agreed and  liquidated  damages,  retain  the  Deposit  and all  interest
accrued thereon.

Except where a contrary  remedy is  specifically  provided for elsewhere  in
this  Agreement,  in the event  that  Seller  fails to close  this transaction
for any  reason  other  than  Buyer's  default or failure of Buyer, through no
default on its part, to satisfy the condition to Closing set forth in Section
3.7 above,  and in view of the parties  acknowledgment  that the actual losses
suffered by Buyer would be extremely  difficult to ascertain  with great
certainty,  and in an effort to  recognize  that such losses of Buyer  should be
compensable,  the parties have agreed,  as an  inducement to Buyer to enter into
this  Agreement,  that Buyer  shall,  under such  circumstances,  be entitled to
terminate  this Agreement and receive the return of its Deposit and, in addition
thereto,  receive  from  Seller as  compensation  for its  losses  and  expenses
hereunder,  (i) the liquidated  sum of $75,000 in the event Seller's  failure or
inability to close is a result of the acts of third parties  outside of Seller's
control,  such as GMAC,  KFHA,  Dade County or any agency  thereof,  any utility
company, or the like; or (ii) the liquidated sum of $150,000 if Seller's failure
to close is a result of

                                      -21-

<PAGE>

Seller's  default  hereunder  and not as a result of the acts, or failure to
act, of any third party.

                  Notwithstanding  and in addition to the foregoing  limitations
on remedies,  each of the parties  shall be liable for the payment of attorneys'
fees and court costs  (including  expert witness fees whenever such term is used
in this Agreement) payable to the prevailing  party in the event of litigation
by the parties  hereunder or in  connection  herewith and shall also be liable
for the payment of any amounts due  pursuant  to any  indemnification
provisions  contained  herein  or in any document given pursuant hereto or in
furtherance hereof.

         6.12     Time of Essence. Time is of the essence in the per
formance of Buyer's obligations under this Agreement.

         6.13  Assignment.  Buyer may  assign  this  Agreement  to any person or
entity  provided that Buyer shall deliver to Seller an executed copy of any such
assignment  and any assignee must assume all of the  obligations of Buyer to the
extent provided  hereunder and further  provided that such assignment must occur
at least fifteen (15) days prior to Closing.  No such  assignment  shall relieve
Buyer from liability hereunder.

         6.14  Platting.  Seller  shall,  as a condition  to  closing,  plat the
Property  (and,  at  Seller's  option,  adjacent  lands owned or  controlled  by
Seller), at Seller's cost (the "Plat"), and in conjunction therewith,  cause any
unities of title  affecting  the  Property  and  adjacent  lands to be released.
Seller agrees to use reasonable efforts (excluding  litigation or the payment of
money,  other than  customary  amounts for customary  purposes  associated  with
platting) to accomplish the foregoing as expeditiously as possible. Buyer agrees
to fully cooperate with Seller in connection with the foregoing at no additional
cost to Buyer.  Buyer  acknowledges  being  advised that certain  standard  plat
restrictions  will likely be required in  connection  with  finalization  of the
Plat,  including  restrictions  on the use of well  water and  septic  tanks,  a
requirement for the installation of underground utility lines, and a requirement
for perimeter utility easements. Buyer shall not be entitled to object to any of
such  matters  and they shall be  Permitted  Exceptions,  so long as they do not
unreasonably  interfere with Buyer's  Contemplated  Improvements or Contemplated
Use. Buyer  acknowledges  being advised that the Plat will likely be a perimeter
plat,  with a waiver  of plat or  declaration  in lieu of  unity of title  being
obtained  for the  Property  and  adjacent  lands,  and Buyer  approves  of this
provided no restrictions or conditions required thereby adversely affect Buyer's
ability to construct its  Contemplated  Improvements or use the Property for its
Contemplated Use, or otherwise  infringe upon the marketability of the Property,
and Buyer will promptly and in good faith cooperate with all

                                      -22-

<PAGE>

reasonable requests pertaining to the effectuation of this, at no additional
cost to Buyer.

         6.15 Escrow  Holder  Provisions.  The Escrow Holder shall not be liable
for any  acts  taken  in  good  faith,  shall  only be  liable  for its  willful
misconduct or gross  negligence,  and may in its sole discretion,  rely upon the
written  notices,  communications,  orders or instructions  jointly given by any
party hereto.  Seller and Buyer,  jointly and severally,  indemnify and hold the
Escrow Holder harmless from and against any and all matters directly or
indirectly  related to or in  connection  with the funds held by Escrow  Holder
under  this  Agreement including,  without limitation,  attorneys' and
paralegals' fees at all tribunal levels and in connection  with all
proceedings,  accountant  fees and any other costs or expenses (hereinafter
referred to as "Escrow Expenses").  In the event that any Escrow  Expenses are
paid by Escrow  Holder,  Escrow Holder may recover such  payments,  at its
option,  as follows:  (i) as a first priority out of the funds held by Escrow
Holder, or (ii) from Seller or Buyer. If for any reason the Closing  does not
occur and either  party  makes a written  demand  upon  Escrow Holder for
payment of the Deposit,  Escrow  Holder shall give written  notice to the other
party of such  demand.  If Escrow  Holder  does not receive a written objection
from the  non-demanding  party to the proposed  payment within 7 days after the
giving of such notice,  Escrow Holder is  authorized,  instructed  and directed
to make such  payment.  If Escrow  Holder  does  receive  such  written
objection  within such 7-day period or if for any other reason  Escrow Holder in
good faith shall elect not to make such payment, Escrow Holder shall continue to
hold such  amount  until  otherwise  directed by written  instructions  from the
Seller and Buyer or a final  judgment of a court.  Escrow  Holder shall have the
right at any time to deposit the escrowed proceeds and interest thereon, if any,
with the clerk of the Court of the  county in which  the  Property  is  located.
Escrow  Holder  shall give  written  notice of such deposit to Seller and Buyer.
Upon such deposit, Escrow Holder shall be relieved and discharged of all further
obligations and responsibilities hereunder. The fact that Seller's attorneys are
Escrow Holder hereunder shall not preclude them from representing  Seller in the
event of litigation  hereunder.  The provisions of this paragraph  shall survive
closing and any termination of this Agreement.

         6.16 Permitted Delays By Reason of Force Majeure.  Whenever performance
is required of any party  hereunder,  such party shall use all due  diligence to
perform and take all  necessary  measures  in good faith to  perform;  provided,
however,  that if  completion  of  performance  shall be  delayed at any time by
reason of acts of God, war, civil commotion, riots, strikes, picketing, or other
labor  disputes,  unavailability  of labor or  materials  or  damage  to work in
progress by reason of fire or other  casualty,  then the time for

                                      -23-

<PAGE>

performance as herein  specified  shall be  appropriately  extended  by the
time of the  delay actually incurred.

         6.17 Outside Date for  Acceptance.  The execution of this  Agreement by
Buyer shall be deemed null and void and this Agreement will be revoked and of no
further force or effect if a counterpart  hereof,  fully  executed by Seller and
with all exhibits appended thereto,  is not delivered to Buyer on or before 5:00
p.m. on Monday, October 7, 1996.

         [The balance of this page has been intentionally left blank]

                                      -24-

<PAGE>


         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
respective dates set forth below.

SELLER:                                BUYER:

BERSIN DEVELOPMENT CORP.,              SILVER DINER DEVELOPMENT
a Florida corporation                  INC., a Virginia corporation

    /s/ Jeffrey L. Berkowitz              /s/ Robert T. Giaimo
By:_________________________           By:_________________________
Name: Jeffrey L. Berkowitz             Name: Robert T. Giaimo
Title: President                       Title: President

Dated:  October 9, 1996                Dated:  October 4, 1996



DOCUMENTATION CORP.,
a Florida corporation

   /s/ Alan H. Potamkin
By:_________________________

      ALAN H. POTAMKIN
Name:_______________________

       President
Title:______________________

       October 7, 1996
Dated:______________________

                                      -25-

<PAGE>

                             ESCROW HOLDER'S RECEIPT

         The undersigned,  as Escrow Holder,  does hereby acknowledge receipt of
Buyer's  Deposit in the amount of $150,000 and agrees to hold and disburse  same
as contemplated in the Agreement.

                                       RUBIN BAUM LEVIN CONSTANT
                                       FRIEDMAN & BILZIN


                                       By:_____________________________

                                       Name:___________________________

                                       Title:__________________________

                                       Dated:__________________________


<PAGE>

                                   EXHIBIT "A"

                       General Description of the Property


<PAGE>

                             Exhibit A to Contract


                        [Property Plat Map appears here]


<PAGE>

                                  EXHIBIT "B"

                         Site Plan of Seller's Project


<PAGE>


                            Exhibit "B" to Contract


                        [Property Plat Map appears here]


<PAGE>


                                  EXHIBIT "C"

                 Sketch of Kendall Drive Portion of the Project


<PAGE>


                             Exhibit C to Contract


                        [Property Plat Map appears here]


<PAGE>

                                   EXHIBIT "D"

                   KENDALL VILLAGE CENTER PERMITTED EXCEPTIONS


1.       Covenants,  conditions and restrictions  contained in Covenants Running
         with the Land (hazardous  substances) recorded in Official Records Book
         12177,  Page 2601,  in Official  Records  Book 12518,  Page 447, and in
         Official  Records Book 14173,  Page 1715,  all of the Public Records of
         Dade County, Florida.

2.       Covenants,  conditions and restrictions contained in Amended, Corrected
         and Restated  Declaration of Restrictions  recorded in Official Records
         Book 15543, Page 215, of the Public Records of Dade County, Florida.

3.       Covenants, conditions and restrictions contained in Declaration of
         Restrictive Covenants recorded in Official Records Book 15582, Page
         1165, of the Public Records of Dade County, Florida.

4.       Covenants,  conditions  and  restrictions  contained in  Declaration of
         Restrictions recorded in Official Records Book 15631, Page 2618, of the
         Public  Records of Dade  County,  Florida,  as  amended  by  instrument
         recorded  in  Official  Records  Book  17320,  Page 4299 of the  Public
         Records of Dade County, Florida.

5.       Covenants,  conditions and  restrictions  set forth in Agreement (WASA)
         recorded in Official  Records Book 16012,  Page 3580,  supplemented  in
         Official  Records  Book 16454,  Page 1179,  and  Official  Records Book
         16765, Page 1712, all of the Public Records of Dade County, Florida.

6.       Covenants,  conditions and  restrictions  set forth in  Declarations of
         Restrictions (Barnes & Noble and Michaels) recorded in Official Records
         Book 17150, Pages 822 and 834, respectively, both of the Public Records
         of Dade County, Florida.


<PAGE>

                                  EXHIBIT "E"

                               Current Form of REA


<PAGE>



This instrument prepared by and after recording, return to:
Arnold A. Brown, Esq.
Rubin Baum Levin Constant Friedman & Bilzin
2500 First Union Financial Center
Miami, Florida 33131

                                                        (Kendall Village Center)



                         DECLARATION OF RESTRICTIONS AND
                          RECIPROCAL EASEMENT AGREEMENT

         This Declaration of Restrictions and Reciprocal Easement Agreement (the
("Agreement") is made and entered into as of this _____ day of __________, 199__
by Documentation Corp. and Bersin Development Corp., each a Florida corporation,
each as to an  undivided  50%  interest,  whose  address is 2665 South  Bayshore
Drive, Suite 1200, Coconut Grove, Florida 33133, hereinafter collectively
referred to as "First Party".

         WHEREAS,  First Party is the owner of a certain parcel of real property
legally  described  on Exhibit "A"  attached  hereto and made a part hereof (the
"Center"),  which is depicted in bold on Exhibit "B" attached  hereto and made a
part hereof (the "Site Plan"); and

         WHEREAS,  First  Party,  in  connection  with its sale or  financing of
portions of the Center separate and apart from other portions of the Center,  is
desirous of (i) establishing  certain easements in, to, over, across and through
portions of the Center for the benefit of other  portions of the Center and (ii)
imposing  certain  restrictions  in connection  with the  development and use of
portions of the Center, all as more particularly provided for herein and for the
purpose of facilitating the implementation of a unified development plan for the
lands included within the Center.

         NOW, THEREFORE,  for valuable  consideration,  First Party declares and
agrees as follows:

         1. First  Party does  hereby  establish,  create and grant a  perpetual
non-exclusive  easement in, to, over,  across and through those  portions of the
Center (the  "Easement  Area") as may from time to time be used for the purposes
designated  in  paragraph 2 hereof,  for the use and  benefit of the  respective
owners and tenants of the Center and their employees, agents, customers, guests,
licensees, invitees, mortgagees, successors and assigns.

                            Exhibit "E" to Contract

<PAGE>

         2.     The Easement Area described in paragraph 1 hereof shall include
the following property:

                  (a) Any property (but, in particular,  the areas cross hatched
on the Site Plan attached  hereto as Exhibit "C", which areas shall be available
for the purposes specified in this subparagraph 2(a) and shall not be subject to
the  provisions  of  paragraph  7 below  unless  alternative  means  of  access,
reasonably  acceptable to all of the owners of Parcels E, F, G and H depicted on
the Site Plan attached hereto as Exhibit "C", are established) as may from time
to time be used as  roadways,  streets,  driveways,  entranceways  or other
access  ways  within  the  Center for  ingress  and egress of persons  and motor
vehicles on, over, across and through the Center and to and from adjacent public
streets and  highways,  together  with the right to  eliminate  such curbing and
landscaping and replace same with paving as may reasonably be required to permit
unobstructed traffic flow.  Notwithstanding the foregoing,  however, First Party
may unilaterally  shift the north/south  accessway that is located in the middle
of the  parking  area shown on Exhibit  "C" to the east or west (but only within
the Easement Area), so that it will line up with the continuation thereof to the
north and with any entrance  into the Center from North  Kendall  Drive  between
S.W. 124th Avenue and the Florida Turnpike; and

                  (b) Any  property  as may  from  time  to time be used  for or
reasonably necessary for the installation,  maintenance,  repair and replacement
of (i) public utilities (including water, sewer electric,  gas and telephone) or
(ii) the  drainage  of surface  water  run-off  to,  from or within the  Center;
provided that none of same shall ever be installed  under any buildings  and, to
the maximum extent  possible,  all of same shall be located within then existing
areas devoted to such purpose(s); and

                  (c) Any  property  (but,  in  particular,  the areas  noted by
diagonal  lines on the Site Plan  attached  hereto as Exhibit  "C",  which areas
shall be available  for the purposes  specified  in this  subparagraph  2(c) and
shall not be subject to the  provisions of paragraph 7 below unless  alternative
means of parking,  reasonably acceptable to all of the owners of Parcels E, F, G
and H depicted on the Site Plan attached hereto as Exhibit "C", are established)
as may from time to time be used as parking areas within the Center  (including,
without  limitation,  any  parking  garage  structure)  for the parking of motor
vehicles.  Notwithstanding the foregoing,  however, First Party may unilaterally
make minor  adjustments in the  configuration  of the parking spaces in order to
accommodate relocation  of the portion of the roadway  described  at the end of
subparagraph 2(a)  above to line up with any  accessway  that may be  installed
along Kendall Drive between S.W. 124th Avenue and the Florida Turnpike, in order
to add additional  parking in the area south of the  diagonally  lined area, if
permitted by applicable law, and in order to accommodate



                                       2

<PAGE>

a minor reconfiguration of the Parcel G building to the west; provided, however,
that, except if reduced as a result of a future  condemnation  or  deed in  lieu
thereof,  there will  at no  times be less  than 360  parking  spaces within the
diagonally  lined  area on  the Site Plan  attached  hereto as  Exhibit "C" and,
if permitted by applicable governing authorities,  the area to the south thereof
in  the  aggregate  (excluding, however,  the  parking  area  to  the  north  of
Parcel H); and

                  (d) Any  property  as may  from  time  to  time  be  used  for
landscaped areas or pedestrian  walkways,  and any property or facilities as may
from time to time be  available  for the  common  use of all  owners  within the
Center (whether or not actually used by all owners within the Center),  but only
to the extent the items specified in this  subparagraph (d) are so designated by
First Party.

         3.       No barriers will be erected within the Center which would have
the effect of limiting or restricting the easement rights granted hereinabove;
provided, however, that reasonable  non-discriminatory rules and regulations may
be  established  by the owner(s) from time to time within the Center  related to
the use of the Easement  Area located on its property or by First Party  related
to the use of any portion of the  Easement  Area,  whether or not owned by First
Party  (including,  without  limitation,  First  Party  (but not  other  owners)
designating and posting  reasonable  portions of the Center with signs for short
term parking and/or designating and posting  reasonable  portions of the parking
areas  within the Center  with signs  limiting  their use for  customers  of the
businesses  in the  vicinity of such parking  areas).  Any  improvements  placed
within the  Center or any  portion  thereof  will  provide  for the free flow of
pedestrian and vehicular  traffic between all portions of the Center in order to
effectuate the easement rights granted in this Agreement,  and will fully comply
with all federal,  state and local  requirements  for  development  and with all
matters of record.  Anything in this  paragraph 3 or elsewhere in this Agreement
to  the  contrary  notwithstanding,  all  parties  burdened  by  this  Agreement
acknowledge  being  advised and agree that all or a portion of the parking areas
within the Center will, at the option of First Party, be comprised of controlled
parking and all of such parties approve of the foregoing, provided that a system
shall be  implemented  whereby the  occupants  of Parcels E, F, G and H (and any
other parcels  designated in any supplemental  declaration)  will be entitled to
validate  parking  for their  customers  such that  there  will be no charge for
parking by their  customers  (but this no charge  validation  right shall not be
applicable to any garage or similar  structured parking area located outside the
land described on Exhibit "A" attached hereto that may hereafter be added to the
effects  of  this  Declaration).  Such  validation  shall  be  subject  to  such
reasonable  and  non-discriminatory  rules and  regulations as may, from time to
time, be  promulgated by First Party,  including  length of time with respect to
which  validation  is  applicable  and  designation  of specific  areas in which
parking must

                                       3

<PAGE>

occur. The provisions of this paragraph shall not limit or restrict the
installation of temporary  construction  barricades to be utilized prior to and
during  construction  of the Center and adjacent lands;  provided,  however,
that any such  barricades  shall be installed and maintained in such a manner as
to minimize inconvenience to or disruption of the businesses within the Center.

         4.       (a)      No portion of the Center shall be used for any
illegal use.

                  (b) In the event any  portion  of the  Center  is  damaged  or
destroyed by reason of casualty or condemnation, the owner thereof shall, within
a reasonable period of time after the occurrence thereof and with due diligence,
either (i)  restore the damaged or  destroyed  portions to complete  and useable
condition or (ii) raze the remaining improvements;  provided,  however, that all
access ways and parking  within the cross  hatched  and  diagonally  lined areas
shown on the Site Plan attached hereto as Exhibit "C" shall be restored.

                  (c)  Buildings  may be  constructed  within  the area  legally
described on Exhibit "A" attached  hereto only in those areas not  cross-hatched
or diagonally lined on Exhibit "C" attached  hereto.  Each portion of the Center
on which  buildings are permitted to be  constructed  shall contain gross square
footage of building area (including gross square footage of outdoor serving area
unless expressly provided to the contrary) and a maximum height above finish
grade  that does not  exceed  the  amount  specified  in a  supplemental
declaration  that is recorded by First Party prior to or at the time First Party
conveys the  applicable  portion of the Center to someone other than a successor
First  Party,  and shall be limited  in use as  specified  in such  supplemental
declaration. The area legally described on Exhibit "A" attached hereto (depicted
in bold on Exhibit "B" as  aforestated)  shall contain no more than 40,000 gross
square feet of building area (including outdoor serving area) in the aggregate.

                  (d)  No  loud  speakers  that  can  be  heard  outside  of the
buildings  located  within the Center  shall be  operated,  except to the extent
either  operated by First Party or they can be heard  solely  within the outdoor
dining/serving area of the applicable building.

                  (e) (i) No building,  fence,  wall,  structure,  sign or other
improvements (including,  without limitation,  landscaping and both the interior
(to the extent  visible from the  exterior)  and exterior of buildings and other
structures or improvements) of any nature shall be commenced,  erected,  placed,
altered or  maintained  within any  portion of the  Center,  and no  addition or
alteration to the interior (to the extent visible from the exterior) or exterior
of any structure or other  improvements  shall be made within any portion of

                                       4

<PAGE>

the Center, until the construction plans and specifications,  including
elevations, and a plan showing the location of the  structure(s) or other
improvements  and any signs  together  with a  landscaping  plan have been
approved in writing by First Party. Any material change in the interior (to the
extent visible from the exterior),  any change in the exterior appearance of any
building,  fence, wall, structure,  sign or other  improvement,  and any change
in the appearance of the landscaping  as approved and installed  initially
shall be deemed an alteration requiring  approval as  aforestated.  The items or
matters to be  submitted  for approval as provided in this subparagraph (e)(i)
shall hereinafter  collectively or  individually,  as the context  may require
or permit,  be referred to as the "Plans." Each building, fence, wall,
structure, sign or other improvement of any nature  and all  landscaping  shall
be  erected,  placed,  or  altered  only in accordance with the Plans as
approved.  Refusal of approval of the Plans, or any portion thereof, may be
based on any ground, including purely aesthetic grounds, which,  in the sole and
absolute  discretion  of First  Party,  shall be deemed sufficient.

                           (ii)         First Party (which term, as used in this
subpara graph  (e),  shall  include  its  respective  officers,  directors,
employees, partners,  agents,  contractors,  consultants  and  attorneys,  as
the  context requires or permits)  shall not be liable for damages to anyone
submitting  any items (including,  without limitation, Plans pursuant to
subparagraph (e)(i) for approval or to any owner or owners of property within
the Center or to any other party by reason of mistake in judgment,  negligence
or non-feasance  arising out of or in connection  with the approval or
disapproval or failure to approve any such items or its  enforcement  or failure
to enforce  against third parties any site maintenance or other  requirements
hereof.  Anyone submitting any items to First Party for  approval,  by the
submitting  of such items,  and any owner or other party,  by acquiring an
interest in any portion of the Center,  agrees not to seek any such damages
against First Party. Without limiting the generality of the foregoing, First
Party shall not be responsible for  reviewing,  nor shall its  approval of any
Plans be deemed  approval of any Plans  from  the  standpoint  of  structural
safety,  soundness,   workmanship, materials,  usefulness,  conformance  with
building  or other codes or industry standards, or compliance with governmental
requirements.

                           (iii)        First Party will respond to a request
for approval of Plans  within  twenty (20)  business  days from the time that
two (2) sets of such Plans are delivered to First Party with a written request
for approval. The party  submitting the Plans shall promptly  submit to First
Party any additional information  or materials  requested by First Party for the
purpose of aiding in its review of the original  submission and the twenty (20)
business day approval period shall not commence  until such  additional
information  or materials are received,  so long as First  Party  requests  such

                                       5

<PAGE>

information  within ten (10) business days of the original  submission of Plans.
If First Party  disapproves, First Party  shall so notify the party  submitting
the Plans in writing  within said twenty (20) business day period stating the
specific  reason or reasons for denying  approval,  whereupon  the party
submitting  the Plans shall revise the Plans  accordingly  and resubmit same, at
which time such  resubmission  will be treated hereunder as an original
submission. A failure by First Party to respond within  such twenty (20)
business  day period  shall  constitute  an  automatic approval.

                  (f) (i) No  tents  or  trailers  of any  description,  whether
readily movable or not,  campers,  motor homes,  vans without side windows other
than  in the  front  doors,  shacks,  tanks  (excepting  aboveground  tanks)  or
temporary or accessory  buildings or structures  shall be placed or permitted to
remain on any property within the Center except those needed during construction
(the location and exterior  appearance  of any  construction  trailers,  and the
location or placement of any  construction  vehicles and staging  areas shall be
subject to the prior reasonable  written approval of First Party), and after the
completion of  construction of the main structures and issuance of a certificate
of occupancy, all such tents, trailers of any description, campers, motor homes,
vans, shacks,  tanks,  temporary and accessory  buildings or structures shall be
removed  forthwith.  Notwithstanding  the  foregoing,  (A)  permanent  accessory
buildings or structures approve pursuant to subparagraph (e)(i) above may remain
after  completion  of the main  structures  and  issuance  of a  certificate  of
occupancy and (B) customer  campers and  recreation  type vehicles  shall not be
prohibited by the foregoing  while the customer is patronizing  business(es)  at
the Center. The provisions of this subparagraph shall not be applicable to First
Party.

                           (ii)         At all times during the course of
construction of improvements  and  landscaping  upon any  portion of the
Center,  the  owner(s) thereof  will remove  construction  debris of all kinds
from such portion of the Center and all adjoining  streets and premises and,
when such  construction  is substantially  completed, the owner(s) thereof shall
promptly and properly clear and  remove  all  debris,   equipment  and  excess,
surplus  or  remainder  of construction  materials, of whatever nature, from
such portion of the Center and all adjoining streets and premises.

                           (iii)        No weeds, underbrush or other unsightly
growths shall be permitted to grow or remain upon any portion of the Center, and
no waste  paper,  trash,  refuse pile or unsightly  objects  shall be allowed to
be placed or suffered to remain anywhere thereon.

                  (g) No  portion  of the  Center  shall  be used for any of the
following  purposes,  which are hereby declared to be prohibited  uses: (i) head
shop,  massage  parlor  (excluding   therapeutic  massage  by

                                       6

<PAGE>

licensed  massage therapists),  adult  book  store  or any  other  store
involved  in  the  sale, distribution,  lease or  exhibition  of  pornographic
materials,  or any  other business  restricted  by  law to  "adults"  only,
(ii)  except  to  the  extent specifically  permitted by First Party at its sole
discretion by a supplemental declaration,  cocktail lounge or establishment
which sells alcoholic  beverages for on the premises consumption, except as a
part of the operation of a sit down restaurant,  (iii) a fast food  restaurant,
except to the  extent  specifically permitted by First Party at its sole
discretion by a supplemental  declaration, (iv) a drive-in  restaurant or any
facility with a drive thru feature (including a fast food restaurant with such a
feature),  except to the extent  specifically permitted  (but only within lands
that may  hereafter be added to the effects of this  Agreement)  by  First
Party  at its  sole  discretion  by a  supplemental declaration, (v) for
industrial or warehouse purposes (except for the incidental storage  of
merchandise  or other  items in  conjunction  with the  conduct  of business
within the Center),  (vi) funeral  parlor,  (vii)  automobile,  truck, trailer,
recreation vehicle or motorcycle show room or repair facility,  (viii) school or
training  facility (except for training of the workers employed by the
establishments  operating within the Center as an incident to their employment),
(ix)  a  "second  hand"  or  "surplus  store"  (provided,   however,  that  this
prohibition shall not apply to a high quality  consignment shop that is operated
in a first-class  manner),  (x) a mobile home park,  trailer park,  junk yard or
stock yard (except as and to the extent  permitted  elsewhere in this Agreement,
if at all),  (xi) any fire sale,  bankruptcy  sale  (unless  pursuant to a court
order) or auction house  operation,  (xii) any use which  creates  vibrations or
offensive  odors which are  noticeable  outside of the  premises  initiating  or
generating  such  vibrations or odors,  (xiii) any use  (excluding one expressly
permitted by a Supplemental  Declaration and provided,  however, that this shall
not permit First Party to approve any  competing use that is in violation of any
then effective exclusive use or restrictive  covenant granted by this Agreement,
any supplemental  declarations or any other recorded  instruments) that competes
with  any  (A)  exclusive  use or  restricted  use  provision  contained  in any
supplemental  declaration  (regardless of whether or not the beneficiary of such
exclusive or restricted use provision owns or leases property within the Center,
and any such supplemental declaration may be imposed unilaterally by First Party
on all or portions of the Center without the joinder of any other owner and all,
or the  applicable,  portions of the Center shall be bound  thereby) or (B) then
existing  use within any  portion of the Center or any lands in the  vicinity of
the Center designated by First Party in a supplemental  declaration  (whether or
not  exclusive  use  protection  for such  use is  contained  in a  supplemental
declaration)  unless,  in the case of (B) only,  First  Party  approves  of such
competing use in its absolute and sole discretion  (and, in such event,  subject
to such  terms  as  First  Party  may  impose)  or (xiv)  any use  which,  under
applicable law,  requires a greater parking ratio for the applicable

                                       7

<PAGE>

portion of the Center than the initial use for such portion of the Center
required.

                  (h)  First  Party  may  from  time  to  time  establish,   and
thereafter  modify,  reasonable,  customary,  and  nondiscriminatory  rules  and
regulations for the operation and use of the Easement Area (whether or not owned
by First Party), or portions thereof, and all parties burdened by this Agreement
shall comply with same.

                  (i) No owner or occupant  of any portion of the real  property
legally  described on Exhibit "A" attached  hereto  (depicted in bold on Exhibit
"B" as  aforestated),  other than First Party,  shall be entitled to install any
free-standing  signage in the Center. First Party shall have the exclusive right
to install  free-standing  signage,  including  pylon signs and monument  signs,
within  said  Exhibit  "A"   property,   which   signage  may  be  utilized  for
identification   of  the  Center  and/or   adjacent   lands   generally  or  for
identification  of the  occupants  designated  from time to time by First Party.
This provision  shall not be deemed to limit the  installation of signage on the
buildings within the Center, to the maximum extent permitted by applicable law.

         5. In connection with the development  from time to time of portions of
the Center, the following guidelines shall be observed: (i) development shall be
performed in such a manner that surface  water runoff within the Center will not
materially  adversely  affect  any  portion  of  the  Center  or  result  in the
accumulation  of  standing  water on any  portion of the  Center,  (ii) all work
performed shall be accomplished so as to not interrupt any existing  services to
the  improvements  within  the  Center,  and  in a  manner  so  as  to  minimize
inconvenience  and  interruption  of access to the owners and  occupants  of the
Center,  (iii) in connection with any work performed by an owner, its successors
or assigns on any portion of the Easement  Area,  after  completion of such work
the  Easement  Area shall be restored to the  condition in which it was prior to
the  performance  of such work, at the cost of the owner causing such work to be
performed; (iv) all public utility and drainage facilities shall, to the maximum
extent permissible, be located underground, (v) all garbage and trash containers
(other than those  installed  or approved  by First Party for  placement  in the
Easement Area and intended to be used by pedestrians/customers) shall be located
either  within a service  area  designated  by First Party or inside an enclosed
building or be enclosed on all sides by a wall,  fence or other  screening,  the
height of which  exceeds the height of the  container(s)  and the color of which
blends with the color of the building  located on the applicable  portion of the
Center, and all garbage and trash generated from the Center shall be disposed of
in such  container(s) or otherwise as required by law, and (vi) any service area
that will be visible to the public other than solely from a service  drive shall
be enclosed on all

                                       8

<PAGE>

sides by a wall, fence or other screening that totally blocks the service area
from public  view,  the color of which blends with the color of the building
located on the applicable portion of the Center.

         6. To the extent portions of the Center owned by different parties have
installed thereon  improvements that abut each other along their common boundary
or boundaries, they shall be totally self-contained and shall not be constructed
so that  there  is a common  party  wall.  Notwithstanding  the  foregoing,  the
underground   support/foundation  may  be  jointly  utilized  provided  same  is
accomplished in full compliance with applicable law and shall not adversely
affect the structural  integrity of the building first erected on the applicable
common boundary. Any future construction on portions of the Center in the
vicinity of a common  boundary or  boundaries  thereof shall be performed in
such  a  manner  that  will  permit  joint   utilization   of  the   underground
support/foundation without the need for performing additional support or similar
work.  First Party  hereby  grants  non-exclusive  perpetual  easements  for the
installation,  maintenance  and  repair  of  underground  foundations  and other
support,  for  minor/unintentional  encroachments  and  for  joint  use  of  any
underground  support/foundations,  which  easements are for the benefit of those
portions of the buildings  that are from time to time erected on the  respective
portions of the Center along a common  boundary or  boundaries  thereof,  to the
extent reasonably required.

         7. Subject to the provisions  contained  herein and in any supplemental
declaration  or other  matters  of  record,  each owner from time to time of the
Center, or any portion thereof,  reserves the right at any time and from time to
time,  without the need for  obtaining  consent or approval from the owner(s) of
any other portions of the Center, to change,  rearrange,  alter,  modify,  build
upon or otherwise reduce the non-exclusive  Easement Area created hereby. In the
event any of same are accomplished  with respect to the  non-exclusive  Easement
Area located on any owner's property,  same shall automatically release the area
which is so changed,  rearranged,  altered,  modified,  built upon or  otherwise
reduced from this Agreement. In addition to the foregoing,  each owner from time
to time of the Center, or any portion thereof,  specifically reserves the right,
without  the need for  obtaining  consent or approval  from the  owner(s) of any
other portions of the Center, to replace, alter or add to any existing buildings
or  structures  located  on their  respective  properties  or to  build  any new
buildings or structures on their respective  properties as they may from time to
time desire,  regardless  of whether or not the  additions or  replacements  are
constructed  wholly or partly upon the  nonexclusive  Easement Area,  subject to
applicable  governmental  requirements,  matters  of record  and the  provisions
contained  herein  (including   architectural  review  and  approval  as  herein
provided).  If the foregoing requires relocation of any then existing utility or
drainage  facilities,  the owner  that is so  changing,  rearranging,

                                       9

<PAGE>

altering, modifying,  building  upon or  otherwise  reducing  the  easement
area shall be responsible,  at its cost, for relocating  such utility or
drainage  facilities, but same shall be accomplished  without  interruption of
service and in a manner so as to minimize  inconvenience  to the owners and
occupants of the  remaining portions of the Center.  Nothing set forth on the
Site Plan regarding  potential uses,  potential users,  height  limitations,
square foot limitations,  general configuration  or otherwise  shall be deemed a
limitation  on any portion of the Center;  all of same  appear on the Site Plan
solely to  indicate  the  present anticipated and non-binding development scheme
for the Center and adjacent lands owned or controlled,  or potentially to be
owned or controlled,  by First Party. No lands  depicted on the Site Plan shall
be burdened by this  Agreement  unless and until same are added to the effects
of this Agreement in accordance with the terms of this Agreement.

         8.       (a)      Each owner from time to time of each portion of the
Center (including First Party) agrees to fully maintain, repair and, when
necessary, replace, at its cost and expense, all portions of the Center located
on its property  so that same are at all times in good  working  order,
condition  and repair.  The  foregoing  obligation  to maintain,  repair and,
when  necessary, replace,  shall  include,  without  limitation:  (i) keeping
all portions of the Center in a clean, unlittered, orderly and sanitary
condition; (ii) removing, to the  extent  practicable,   surface  waters;
(iii)  keeping  all  marking  and directional signs, if any, within the Center
clear,  distinct and legible;  (iv) maintaining,  mowing,  weeding,  trimming
and watering all landscaped areas; (v) maintaining and operating exterior
lighting at reasonable levels during hours of darkness;  and (vi)  maintaining
and replacing the exterior finish  materials of improvements  from time to time
located  within  the Center  (such as  painting building surfaces and sealing
driveways and parking areas).  Notwithstanding the foregoing,  prior to initial
construction,  portions of the Center may remain in their  present,  unimproved
condition;  provided,  however,  that the  owner(s) thereof  shall  cause  same
to at all  times  be kept  free  of  vegetation  and overgrowth  exceeding  one
foot in  height.  Each owner from time to time of the Center, or any portion
thereof,  further agrees to maintain comprehensive public liability  insurance
with  respect to the portion of the Center  located on its property  throughout
the  term of this  Agreement  in an  amount  no less  than $1,000,000.00,
combined  single  limit,  which  names  the  other(s)  (and  its mortgagee(s),
if so requested by such other(s)) as additional insured(s), and to furnish to
the other(s) written proof thereof promptly upon request.

                  (b) If the owner of any  portion of the  Center  shall fail to
maintain,  repair and,  when  necessary,  replace the portions  thereof that are
located on its property as required  hereunder or shall fail to provide proof of
insurance as required hereunder, the owner(s) of

                                       10

<PAGE>

any other portion of the Center may send written notice to such  defaulting
party and, if such  obligations are not  performed  by the  defaulting  party
within 30 days from  receipt  of such notice,  then the party or parties  giving
notice shall have the right  (without limiting any other rights that may be
available) to perform such obligations and bill  the  defaulting  party  for
the  actual   out-of-pocket   costs  of  such performance.  If the defaulting
party shall not pay such bill within 30 days of receipt,  then  interest  shall
accrue on the unpaid amount from the time it was expended  until paid at the
lower of 18% per annum or the  highest  lawful  rate permitted by law (the
"Interest  Rate").  In the event First Party is the party who performs the
obligations of the defaulting  party,  the amount of the bill, together with
interest and costs of collection,  shall be a lien on all property owned by the
defaulting  party within the Center,  which lien shall be effective upon,  and
have priority as of the date of, the recording in the Public  Records of Dade
County,  Florida,  of a claim of lien, which claim of lien shall specify the
legal description of the property liened and the amount claimed,  and may be
foreclosed in the same manner as a mortgage.

                  (c) Each owner from time to time of the Center, or any portion
thereof,  hereby  indemnifies and saves harmless all other owners of portions of
the Center from any and all liability, damage, expense, causes of action, suits,
claims or judgments  arising from the portion of the Center that is owned by it,
except to the extent  caused by the act or  negligence  of another  owner and in
such event only as to such other owner whose act or negligence is excepted.

                  (d)  (i) The  present  plans  for  development  of the  Center
contemplate  that First Party will own  substantially  all of the Easement  Area
within the Center and, in accordance with subparagraph  8(a) above,  First Party
will be obligated to maintain,  repair,  and, when necessary,  replace same. All
costs  incurred by First Party in  maintaining,  repairing,  and  replacing  the
Easement Area, as well as for insuring same (liability  coverage of no less than
$1,000,000  combined single limit,  casualty coverage for full replacement cost,
and any other coverage  customary for similar  facilities)  and paying taxes and
assessments  (real,  personal or otherwise) in  connection  with same,  shall be
deemed a "Common Expense" of the Center.  Common Expense shall include,  without
limitation,  all  payroll  and  benefit  costs  for  employees  and  independent
contractors  to the extent that such benefit costs are reasonable and customary,
costs of supplying  and  cleaning  uniforms  and work  clothes,  all charges for
electricity,  water, sewer, other utilities and rubbish removal, the cost of all
supplies, tools, materials and equipment acquired for maintaining, repairing and
replacing the Easement Area, the cost of any security or roving patrol  provided
for the  Easement  Area,  the cost for

                                       11

<PAGE>

maintaining,  repairing,  replacing  and manning any controlled  access for the
parking area of the Center,  the costs of resealing,  restriping  and
resurfacing  (when  necessary)  parking  areas  and roadways,  professional
expenses  (such as attorneys'  and  accountants'  fees) incurred  in  connection
with  the  Easement  Area  and  a  management  fee  or administrative  fee not
to exceed 15% of the other  Common  Expenses,  excluding taxes and  insurance.
Any parking fees  generated  for use of the parking areas within the Easement
Area  (excluding  those generated from any garage or similar structured  parking
located on land not included in Exhibit "A" attached hereto that may hereafter
be added to the effects of this  Declaration,  so long as the costs for such
garage or  similar  structured  parking is not  included  in the calculation of
Common Expenses) shall be applied to reduce Common Expenses.

                           (ii)         Each owner of a portion of the Center
shall, from and after the date of its acquisition thereof, be responsible for
payment of its "Pro Rata Share" of Common Expenses based on a fraction,  the
numerator of which is the gross square footage of building area (including
outdoor  dining/serving area unless  expressly  provided to the contrary in a
supplemental  declaration, but  excluding  building  area  which  constitutes
Easement  Area)  within  the applicable portion of the Center that is owned by
such owner and the denominator of which is the total gross square footage of
building area  (including  outdoor dining/serving  area unless expressly
provided to the contrary in a supplemental declaration, but excluding building
area which constitutes Easement Area) within the entire Center. Until the
initial building(s)  contemplated to be constructed on any  portion of the
Center are  constructed,  the  maximum  permitted  square footage  set forth in
recorded  supplemental  declarations  for  portions of the Center (and where no
such supplemental  declarations are recorded, First Party's then  contemplated
maximum permitted square footage) shall be used to calculate Pro Rata Share of
Common  Expenses.  Following  construction,  the owner of each applicable
portion of the Center shall provide First Party with a certification of square
footage from its architect or engineer and,  subject to  verification thereof by
First Party,  the square  footage so certified  shall  thereafter  be utilized
until  the  square  footage  increases,  if  ever,  due to  additional
construction,  at which time a new certificate shall be furnished as aforestated
and the above procedure  shall  govern  in  respect  of same.  In the event a
certificate  as aforestated is not provided, the maximum permitted square
footage set forth in a recorded  supplemental  declaration  pertaining to the
applicable portion of the Center  shall  be  utilized  until  same  is  so
provided.  After  casualty  or condemnation  and  prior  to  restoration,   the
square  footage  that  existed immediately prior to the casualty or condemnation
shall be used to calculate Pro Rata Share of Common Expenses. First Party shall,
from time to time but at least once a year,  establish a budget for Common
Expenses and each owner of property within the Center  shall pay to First
Party,  on the first day of each month in advance,  its Pro Rata Share of Common

                                       12

<PAGE>

Expenses based on the aforestated budget. At least once per year,  First  Party
shall  reconcile  the budget  with actual Common  Expenses  incurred  and
furnish  such  reconciliation  to all owners of property within the Center
within 90 days after the end of the applicable  year. If  excess  monies  were
collected  by First  Party,  a pro rata  refund  shall accompany the
reconciliation.  If the reconciliation  reflects  additional sums owed to First
Party,  each owner of property within the Center shall pay its Pro Rata Share of
the excess within 30 days of receipt of the reconciliation.

                           (iii)        Recognizing that the present plans for
development of the Center may change,  all parties burdened by this Agreement
agree that, to the extent  Easement  Area is located on any  portion of the
Center not owned by First Party, the party owning same shall be entitled to an
equitable  adjustment of its Pro Rata  Share of  Common  Expense  to take  into
account  the costs of maintaining,  repairing and, when necessary,  replacing
the Easement Area on its property, all in furtherance of the concept that no
owner of property within the Center should be paying more than its Pro Rata
Share of  maintaining,  repairing and,  when  necessary,  replacing  all of the
Easement  Area within the Center, regardless  of the  ownership  thereof.
Absent  manifest  error,  First Party's determination  of  the  equitable
adjustment  to  be  made  pursuant  to  this subparagraph  shall be final and
binding.  Anything  in this  Agreement  to the contrary  notwithstanding,
First  Party  may  unilaterally,   by  supplemental declaration,  provide  from
time to time  that  the  obligations  set  forth in subparagraph  8(a) above,
as they relate to portions of the  Easement  Area not owned by First Party,
shall be undertaken by First Party and the  determination so made by First Party
shall be binding  upon the owner from time to time of the applicable  Easement
Area;  and during such time as First Party has  undertaken such obligation,  the
owner of the applicable  Easement Area shall not have such obligation  and shall
not be entitled to any adjustment of its Pro Rata Share of Common  Expenses as
aforestated (a  supplemental  declaration as contemplated by the foregoing
sentence may be filed by First Party from time to time as often as First Party
deems  appropriate,  regardless  of whether or not it then owns the Easement
Area in question,  and such supplemental  declaration shall not require the
joinder of the owner of the applicable portion of the Easement Area to which it
applies).

                           (iv)         Any payment required under this
subparagraph 8(d) that is not paid when due shall bear interest at the Interest
Rate from the date invoiced  until paid.  First Party shall have a lien on all
property  within the Center owned by a party who  defaults in the payment of the
amounts  provided to be paid in this subparagraph 8(d), together with costs of
collection, which lien shall be evidenced by a claim of lien that is recorded in
the public  records of Dade  County,  Florida,  shall be  effective  and take
priority as of the date of recording of this Agreement,  shall specify the legal
description of

                                       13

<PAGE>

the property liened and the amount claimed, and may be foreclosed in  the  same
manner  as a  mortgage  may  be  foreclosed.  Before  instituting foreclosure
proceedings,  however,  First  Party shall  provide the  applicable owner,  and
any  mortgagee  of such owner who has  furnished  First Party notice pursuant to
paragraph 16 of this  Agreement,  notice (in the manner  provided in paragraph
16 of this  Agreement) of the amount due and of First Party's right to institute
foreclosure  proceedings  if payment is not  received  within 15 days after such
notice.

                           (v)          First Party agrees that all Common
Expenses for which reimbursement is sought as provided in subparagraph 8(d) of
this Agreement shall be reasonable in amount and  competitive  with costs
incurred for similar items at similar  properties in the vicinity of the Center.
Each owner,  within one  year  after  the date it  receives  a  reconciliation
as  contemplated  by subparagraph  8(d)(ii)  of this  Agreement,  shall have the
right to audit First Party's books and records  related to Common  Expenses for
the  applicable  year (and First Party agrees to maintain such records  until
expiration of such time period),  upon 15 days' prior written  notice,  during
business  hours,  at the business  offices of First  Party (or at such other
location as First Party may reasonably designate within Dade County, Florida).
Such audit shall be conducted by an accountant or other operating  expense
auditing  professional  selected by the applicable owner and reasonably
acceptable to First Party and only one audit shall be  conducted  by any owner
for any given  year.  In the event  such audit discloses  items  included in
Common  Expenses that are  purportedly  improperly included in Common  Expenses
or are purportedly  unreasonable  in amount,  First Party and the applicable
owner(s) conducting the audit shall attempt to resolve the disagreement among
themselves,  in the absence of which the dispute shall be resolved through
judicial  proceedings.  No audit or disagreement  regarding the results of such
audit shall  relieve any owner of its  obligation  to timely pay its Pro Rata
Share of Common Expenses based on the figures  established by First Party;
provided, however, that upon final resolution of any disagreement (either by
mutual consent or final judicial determination), First Party shall refund any
excess sums that are  determined  to have been  collected by it,  together  with
interest  thereon at the  Interest  Rate from the date  received  until the date
refunded.

                  (e)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,   all  parties  burdened  by  this  Agreement  agree  that,  in
connection with the development of, construction upon and use of portions of the
Center,  they shall take  every  reasonable  precaution  to avoid  damaging  any
portion of the Easement  Area and, in the event any portion of the Easement Area
is damaged as a result of their acts, or the acts of those  claiming by, through
or under them (collectively or individually, as the context requires or permits,
a "Damaging  Party"),

                                       14

<PAGE>

the owner of the applicable  Easement Area may (but shall not be obligated to,
at the cost of the Damaging  Party,  and if such owner does not, the Damaging
Party shall, at its sole cost,  promptly  repair,  replace and restore all
portions of such  Easement  Area to their  condition  prior to such damage  and
shall  indemnify  and hold the  owner of such  Easement  Area,  its successors
and assigns, harmless from and against all costs and expenses incurred by such
owner,  its successors or assigns,  in repairing,  replacing or restoring any
such portion of the Easement Area that is damaged as aforestated.

         9. No one other than First Party may use the name or "logo" of "Kendall
Village  Center"  or any  other  name or  "logo"  used by  First  Party at or in
connection with the Center in any way whatsoever including,  but not limited to,
any  signage,  advertising,  sales  material  or  commercials  without the prior
written  consent of First Party (which may be given or withheld in First Party's
absolute and sole  discretion  and with or without  cause and, if given,  may be
subject to such terms and conditions as First Party deems appropriate). However,
occupants   of  portions  of  the  Center  may  identify  the  Center  in  their
advertising,  promotion,  sales  material or  commercials  by  reference  to the
Center's  location  "at  Kendall  Village  Center"  (subject,  however,  to such
reasonable  terms and  conditions  as First Party may impose in order to protect
its registered trade names and service marks as hereinbelow provided); provided,
however, that reference to the Center's location "at Kendall Village Center" may
not be used  in the  name  of any  owner  or  occupant  or any of its  component
entities.  If so requested by First Party,  and as a condition to utilizing  any
name whose use is restricted  as  aforestated,  a party  utilizing any such name
shall sign a license  agreement(s) (at no charge by either) which is intended to
protect First Party's registered trade names and service marks from unauthorized
use   by   others.   Such   license   agreement(s)   shall   be   non-exclusive,
non-transferable and in form and substance reasonably acceptable to First Party.

         10. (a) No portion of the Center or any interest therein shall be sold,
transferred or leased (which term shall include sublease and any other occupancy
arrangement  whenever used) unless and until the owner (which term shall include
lessor  whenever  used,  to the extent  applicable)  of the  applicable  portion
thereof  shall have  first  offered to sell,  transfer  or lease the  applicable
portion  thereof or interest  therein to First Party and First Party has waived,
in writing,  its right to purchase or lease the  applicable  portion  thereof or
interest  therein.  In the  event  the owner is a  corporation,  partnership  or
trustee,  the sale,  assignment or other transfer of any controlling interest of
the  stock of,  partnership  interest  of or  beneficial  interest  in the owner
(whether  accomplished  all at once or over  time),  as the case  may be,  shall
constitute a transfer to which the

                                       15

<PAGE>

provisions  of this  paragraph  shall apply, except  in the case of a  publicly
traded  entity or  wholly  owned  subsidiary thereof.

                  (b) Any  owner(s)  intending  to  sell,  transfer  or lease as
aforestated shall give to First Party notice of such intention,  together with a
fully  executed  copy of the proposed  contract of sale or lease (the  "Proposed
Contract").  Within  fifteen (15) days after receipt of such notice and Proposed
Contract,  First Party shall either exercise, or waive exercise of, its right of
first refusal.  If First Party  exercises its right of first refusal,  it shall,
within  fifteen (15) days after  receipt of such notice and  Proposed  Contract,
deliver to the applicable owner an agreement to purchase or lease the applicable
portion  of the  Center  or  interest  therein  upon the  terms set forth in the
Proposed Contract (and the applicable owner shall promptly execute and return to
First Party a  counterpart  of such  agreement to purchase or lease);  provided,
however, that if the Proposed Contract contemplates a property  exchange,  First
Party  may  tender  the cash  value of the  property contemplated  to be
exchanged  or a parcel  of  property  having  substantially similar  value.  If
First Party shall fai1 to exercise or waive  exercise of its right of first
refusal  within the said  fifteen  (15) day  period,  then First Party's  right
of first  refusal  shall be deemed to have been waived as to that particular
Proposed  Contract and First Party shall  furnish a  certificate  of waiver as
hereinafter  provided  (although  failure to so provide a certificate shall not
abrogate the effects of the waiver).  Notwithstanding  and in addition to the
foregoing,  if First Party exercises its right of first refusal, it shall not be
bound by any use  restrictions  contained  in the  Proposed  Contract and shall
not be  bound by any  limitations  on  further  transfer,  assignment  or
subletting of its interests,  the parties  specifically  recognizing  that First
Party's exercise of its right of first refusal will likely be for the purpose of
preserving its investment in the Center and adjacent lands and not, necessarily,
to operate the business  located on the property  that is the subject  matter of
the Proposed Contract.

                  (c) If First Party  shall waive its right of first  refusal or
shall fail to exercise said right within  fifteen (15) days after receipt of the
aforestated  notice and the Proposed  Contract,  First  Party's  waiver shall be
evidenced by a  certificate  executed by First Party in recordable  form,  which
shall be delivered to the  applicable  owner  (although the failure to obtain or
record any such  certificate  shall not  abrogate the effects of any waiver that
may exist).  In the event First Party elects not to proceed with the purchase or
lease as provided for in this paragraph,  the applicable  owner may proceed with
the transaction contemplated by the Proposed Contract;  provided,  however, that
First Party's right of first refusal provided herein shall also apply to (i) any
subsequent proposed contracts to purchase or lease and (ii) any material changes
to the terms or conditions of

                                       16

<PAGE>

the Proposed  Contract (any change in the economic terms shall be deemed
material) or any subsequent proposed contracts or leases.

                  (d) Any sale,  lease or other  transfer  of any portion of the
Center or any interest therein without notice to First Party and waiver of First
Party's right of first refusal as aforesaid shall be void.

                  (e) This  paragraph  shall not apply to (i) any property owned
by First Party or acquired from First Party through  foreclosure or deed in lieu
thereof or (ii) the  acquisition of title by any bank,  life insurance  company,
federal or state savings and loan  association,  real estate investment trust or
other  institutional  lender  which  acquires  its title as a result of owning a
mortgage  upon all or a portion of the Center,  and this shall be so whether the
title is acquired  through  foreclosure  proceedings or by deed in lieu thereof,
but this  paragraph  shall apply to a sale,  lease or other transfer by any such
institution  which so acquires title.  Anything herein contained to the contrary
notwithstanding,  if (and only if) required in order for the  provisions of this
paragraph to be effective and enforceable  under  applicable law, the provisions
of this  paragraph  shall  terminate  twenty-one  (21)  years  after the date of
recording of this instrument;  otherwise, the provisions of this paragraph shall
continue in full force and effect until the date this Agreement is terminated.

         11.  (a)  Anything  to  the  contrary   contained  in  this   Agreement
notwithstanding,   specific   performance   and/or   injunctive   relief   shall
specifically  be available  for breach or violation  of, or default  under,  any
provision  contained in  paragraphs 3, 4, 5, 9 or 10 above,  it being  expressly
acknowledged and agreed that damages may, at best, be difficult to ascertain and
would be an inadequate remedy in any event.

                  (b) The prevailing party in any action in connection with this
Agreement  shall  be  entitled  to the  award of court  costs  and a  reasonable
attorneys' and  paralegals'  fees at all tribunal  levels and in connection with
all proceedings,  whether or not suit is instituted.  Whenever in this Agreement
the term "costs of collection"  or words of similar import are used,  same shall
include sums awarded pursuant to this subparagraph.

         12. Each owner from time to time of the Center, or any portion thereof,
agrees,  promptly upon  request,  to furnish from time to time to any other such
owner  in  writing  such  truthful  estoppel  information  and/or  one  or  more
confirmatory easements (confirmatory of the general easements granted hereby) as
may be reasonably requested.

                                       17

<PAGE>

         13. In the event  any  portion  of the  Center  is  condemned  or taken
through eminent domain,  the owner of the property so taken shall be entitled to
the full award therefor as if this Agreement were not in existence and the other
owner(s)  shall not be entitled to share in any portion of the award as a result
of the existence of this Agreement;  provided, however, that the foregoing shall
not prevent an award to any other  owner(s) for the  diminution  in value of the
property of the other owner(s),  provided same does not reduce the award payable
to the owner whose property was condemned or taken.

         14.      Nothing contained herein shall be construed as a dedication of
the easements granted herein to the general public.

         15. (a) This  Agreement  shall be a covenant  running with the land and
shall be binding  upon and inure to the benefit of, and may be enforced  by, the
owners  from time to time of every  portion  of the  Center,  their  successors,
assigns, employees, agents, customers,  tenants, guests, licensees, invitees and
mortgagees.  Notwithstanding  the  foregoing,  this  Agreement may be abrogated,
modified, terminated,  rescinded or amended in whole or in part by an instrument
executed  by the then  owners of all  portions  of the  Center,  joined by their
respective  mortgagees  (if  any);  and  the  joinder  of any  tenants,  guests,
licensees or invitees of any such owner (or anyone else) shall  specifically not
be required in connection with any of the foregoing.

                  (b)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  the rights of First  Party  under this  Agreement  may only be
assigned  by a written  instrument  of  assignment,  a  counterpart  of which is
recorded in the Public Records of Dade County, Florida. Any party receiving such
an assignment  shall be deemed a successor  First Party and shall be entitled to
all of the rights and shall be deemed to have assumed all of the  obligations of
First Party under this Agreement.  Any such assignment shall include the address
of the assignee for notice  purposes and, in conjunction  with such  assignment,
the assignor shall furnish the assignee with the then current  Notices  Schedule
(as hereinafter defined).

                  (c)  First   Party   shall  have  the   unilateral   right  by
supplemental declaration to add to the lands comprising a part of the Center any
lands owned by First Party (or owned by a third party, provided such third party
joins in such supplemental  declaration).  First Party shall have the unilateral
right by supplemental declaration to withdraw from the effects of this Agreement
any land owned by First Party (or by a third  party,  provided  such third party
joins in such supplemental declaration); provided, however, that the areas cross
hatched and diagonally lined on the Site Plan attached hereto as Exhibit "C" may
not be withdrawn from the effects of this  Agreement  without the consent of all
owners of property within the Center.

                                       18

<PAGE>

                  (d)    Anything   in   this    Agreement   to   the   contrary
notwithstanding, but in addition to more expansive rights granted to First Party
elsewhere  in  this  Agreement  (such  as,  without  limitation,  the  right  to
unilaterally  impose  exclusive  or  restricted  use  provisions  or  to  permit
otherwise  prohibited  uses on all or portions of the Center under  section 4(g)
without the joinder of any other  owners),  First Party may,  from time to time,
unilaterally  file  one  or  more  supplemental  declarations  solely  affecting
portions of the Center that it owns (or that a third party owns,  provided  such
third  party  joins  in  the  supplemental   declaration),   which  supplemental
declarations  reconfigure  the  Site  Plan as it  relates  to the  land  legally
described in such supplemental declarations or otherwise deals with such land or
its owner (such as, by way of example and not by way of limitation,  by limiting
gross square footage of building area,  height,  use or other matters pertaining
to such land that do not affect other land within the Center,  or limiting First
Party's rights,  as to such owner or land only, in respect of matters under this
Agreement  that  are  within  First  Party's  control).  Any  such  supplemental
declaration may be unilaterally  amended or terminated by First Party, joined by
the owner(s) of the land legally described in the supplemental  declaration that
is the subject matter of such  amendment or termination  and joined by any other
party, if any, specified in such supplemental  declaration (or in a subsequently
filed  supplemental  declaration)  as  having to join in any such  amendment  or
termination for it to be effective.  Notwithstanding  the foregoing,  use of the
areas cross hatched and  diagonally  lined on the Site Plan  attached  hereto as
Exhibit "C" for the purposes specified in subparagraphs 2(a) and 2(c) may not be
changed except as therein provided.

         16.  Any  notices  required  to be  given  hereunder  shall be given by
certified mail, return receipt requested, by hand delivery, by facsimile machine
or by Federal Express or similar overnight courier service,  postage prepaid, to
the address set forth in the  introductory  paragraph  of this  Agreement,  in a
supplemental  declaration,  or in the Notice Schedule,  as hereinafter  defined.
Except as and to the extent expressly provided for below with respect to notices
of change of address,  notices that are given in the manner aforestated shall be
effective (regardless of whether or not they are actually received) upon mailing
or depositing  with Federal Express or similar  overnight  courier  service,  if
mailed or deposited with Federal Express or similar  overnight  courier service,
upon  transmission  if  sent  by  facsimile  machine  or  upon  receipt  if hand
delivered. Any party hereto may change its address for notice by notifying the
other parties hereto in the manner  provided for above;  provided,  however,
that notices of change of address  shall not be effective  unless and until they
are actually  received,  delivery is refused or they are  returned  because  the
address to which they were sent is no longer a current  address and the party
sending such notice was not properly  furnished a

                                       19

<PAGE>

notification  of change of address.  First  Party shall at all times  maintain a
list of the most current addresses  that have been furnished to First Party for
owners and  mortgagees of portions of the Center (the  "Notice  Schedule")  and
shall,  upon request, make such Notice Schedule  available to those  requesting
same.  Copies of any notices  required to be given to another party hereto shall
also be given to the holder of any mortgage  encumbering  the property  owned by
such  party if the holder of any such  mortgage  has  notified  (in the  manner
provided  for above for giving  notice of change of  address)  the party  giving
notice of such holder's  address and requested that notices be furnished to such
holder. Notice  given by the attorney for any party shall be as effective as if
given by that party.

         17.  This  Agreement  shall be  governed  by the  laws of the  State of
Florida.  If any  portion  of this  Agreement  shall  be or  become  illegal  or
unenforceable for any reason,  the remaining portions shall remain in full force
and effect and shall be enforceable to the fullest extent  permitted by law. Any
failure  to  enforce   any   restriction,   covenant,   condition,   obligation,
reservation, right, power or charge herein contained shall in no event be deemed
a waiver  of the  right to  thereafter  enforce  any of same.  Upon  sale of any
portion of the  Center,  the  transferor  thereof  shall be relieved of personal
liability  hereunder related to the time period subsequent to such transfer with
respect to the  portion so  transferred.  This  instrument  may be  executed  in
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same document.

         IN WITNESS  WHEREOF,  the undersigned have caused this instrument to be
executed as of the day and year first above written.

Witnesses:                             DOCUMENTATION CORP., a Florida
                                       corporation

Sign Name:_________________________    By:_______________________________
Print Name:________________________       Alan H. Potamkin, President

Sign Name:_________________________
Print Name:________________________


                                       BERSIN DEVELOPMENT CORP., a
                                       Florida corporation

Sign Name:_________________________    By:_______________________________
Print Name:________________________       Jeffrey L. Berkowitz,
                                          President
Sign Name:_________________________
Print Name:________________________

                                       20

<PAGE>



STATE OF ______________)
                       ) SS.
COUNTY OF______________)

                  The foregoing  instrument was acknowledged  before me this ___
day of __________, 199__ by Alan H.  Potamkin,  as President of  Documentation
Corp., a Florida corporation, in the capacity aforestated;  such person is
personally known to me or has produced a driver's license as identification.

                                   Sign Name:________________________
                                   Print Name:_______________________
                                                Notary Public

My Commission Expires:

_____________________


STATE OF FLORIDA           )
                           )  SS.
COUNTY OF DADE             )

         The foregoing instrument was acknowledged before me this ___ day of
____________, 199__ by Jeffrey L. Berkowitz, as President of Bersin Development
Corp., a Florida  corporation,  in the capacity  aforestated;  such person  is
personally  known  to me or  has  produced  a  driver's  license  as
identification.

                                   Sign Name:_________________________
                                   Print Name:________________________
                                                Notary Public

My Commission Expires:

_____________________


                                       21

<PAGE>


                                     JOINDER


         The undersigned, General Motors Acceptance Corporation, Mortgagee under
those certain  Mortgages  recorded in Official Records Book ______, Pages ______
and ______, of the Public  Records  of  Dade  County,   Florida,  as  modified
(the  "Mortgages"), encumbering lands which include the lands covered by the
foregoing  Declaration, hereby joins in the foregoing  Declaration  for the
purpose of binding the lands encumbered by its Mortgages to the effects of
foregoing Declaration.

         IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of the ___ day of ____________, 199__.

                                       GENERAL MOTORS ACCEPTANCE
                                       CORPORATION, a New York corporation

                                       By:_________________________________
                                       Print Name:_________________________
                                       Title:______________________________


STATE OF_______________)
                       ) SS.
COUNTY OF______________)

         The foregoing instrument was acknowledged before me this ___ day of
____________, 199__, by ____________________________ as _____________________ of
General Motors Acceptance  Corporation,  a New York corporation,  in the
capacity  aforestated; such  person is  personally  known to me or has  produced
a driver's  license as identification.

                                       Sign Name:___________________________
                                       Print Name:__________________________
My Commission Expires:                                   Notary Public
                                       Serial No. (none if blank):__________
[NOTARIAL SEAL]


<PAGE>

                             EXHIBIT "A" TO THE REA

                        Legal Description of the Center


<PAGE>

                               Exhibit "B" to REA


                        [Property Plat Map appears here]


<PAGE>

                               Exhibit "C" to REA


                        [Property Plat Map appears here]


<PAGE>

                                   EXHIBIT "F"

                              Alternative Site Plan


<PAGE>

                             Exhibit F to Contract


                        [Property Plat Map appears here]


<PAGE>

                                   EXHIBIT "G"

                           Declaration of Restrictions


<PAGE>



This instrument prepared by
and after recording return to:
Arnold A. Brown, Esq.
Rubin Baum Levin Constant
  Friedman & Bilzin
2500 First Union Financial Center
Miami, Florida  33131

(Silver Diner)



                           DECLARATION OF RESTRICTIONS

         This Declaration of Restrictions is entered into by Bersin  Development
Corp.  and  Documentation  Corp.,  each a  Florida  corporation,  each  as to an
undivided 50% interest  ("First Owner"),  and  Preparation,  Inc. and Jeffrey A.
Berkowitz,   each  as  to  an  undivided  50%  interest  ("Second  Owner",   and
collectively  with  First  Owner,  "Owners"),  whose  address  is c/o  Berkowitz
Development Group, 2665 South Bayshore Drive, Suite 1200, Coconut Grove, Florida
33133, for the benefit of Silver Diner Development, Inc., a Virginia corporation
("Beneficiary"),  whose address is 11806  Rockville  Pike,  Rockville,  Maryland
20852.

         WHEREAS,  First  Owner  is  contemporaneously  herewith,  conveying  to
Beneficiary  the Property  legally  described on Exhibit "A" attached hereto and
made a part hereof (the "Outparcel");

         WHEREAS,  Owner  currently owns lands in the vicinity of the Outparcel,
which lands  (including  the  Outparcel)  are legally  described  on Exhibit "B"
attached hereto and made a part hereof (the "Kendall Village Center Lands");

         WHEREAS,  as a material  inducement  for  Beneficiary  to purchase  the
Outparcel,  Owner has agreed to impose  the  following  restrictions  on Kendall
Village Center Lands:

         NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Owner agrees as follows:

         1. For so long as the  Outparcel is used as a family  style  restaurant
with the word "diner" in its name, no other business  operated on any portion of
the Kendall Village Center Lands can use the word "diner" in its name or logo.

         2. In the  event  the  portion  of the  Kendall  Village  Center  Lands
designated as Parcel I on the site plan  attached  hereto as Exhibit "C" is used
for restaurant purposes, there shall be constructed,  on or


<PAGE>

before the date such restaurant  opens for  business,  parking  spaces  within
all or portions of the boldly highlighted area surrounding said Parcel I for no
less than 110 cars.

         3. This  Declaration  is given for the benefit of  Beneficiary  and its
successors and assigns,  and may be enforced by Beneficiary  and such successors
and assigns,  by injunction or otherwise,  Owner hereby recognizing that damages
may be an  insufficient  remedy in the event of violation of the  provisions  of
this Declaration.

         4. If enforcement of the terms of this Declaration  becomes  necessary,
the prevailing  party in any action  pertaining  thereto shall be entitled to an
award of court costs and reasonable  attorneys' fees at all tribunal levels from
the party or parties causing the violation.

         5. Beneficiary, by joining herein, agrees to provide, from time to time
to time upon request, an estoppel letter containing such truthful information as
Owner, its successors or assigns may, from time to time, reasonably request.

         6. This Declaration shall be a covenant running with the land and shall
be binding  upon and inure to the  benefit of the owner from time to time of all
of the applicable  portions of the Kendall Village Center Lands,  and also shall
be binding  upon and inure to the benefit of  Beneficiary,  its  successors  and
assigns.

         7. This Declaration may be modified,  terminated,  rescinded or amended
in whole or in part by an instrument  executed by the owner(s) of the applicable
portions of the Kendall Village Center Lands, and by the owner of the Outparcel,
joined by their  respective  mortgagees,  if any,  and joinder by no other party
shall be required.

         8.  Any  notices  required  to be  given  hereunder  shall  be given by
certified  mail,  return receipt  requested,  postage  prepaid,  or by overnight
delivery  service and shall be deemed  effective upon receipt or upon refusal or
delivery or inability to deliver by virtue of an unnoticed  change of address or
similar  cause.  Notices  shall be forwarded to the  addresses  set forth in the
introductory  paragraph of this  Declaration,  or to such other addresses as the
parties may furnish by notice as provided in this paragraph.

         IN WITNESS  WHEREOF,  the undersigned have caused this instrument to be
executed as of the day and date first above written.

                                       2

<PAGE>


Witnesses:                             DOCUMENTATION CORP., a Florida
                                       corporation

Sign Name:_________________________    By:______________________________
Print Name:________________________       Alan Potamkin,
                                          President
Sign Name:_________________________
Print Name:________________________
(as to Documentation)


                                       BERSIN DEVELOPMENT CORP., a
                                       Florida corporation

Sign Name:_________________________    By:______________________________
Print Name:________________________       Jeffrey L. Berkowitz,
                                          President

Sign Name:_________________________
Print Name:________________________
(as to Documentation)

                                       PREPARATION, INC., a
                                       Florida corporation

Sign Name:_________________________    By:______________________________
Print Name:________________________       Alan Potamkin,
                                          President
Sign Name:_________________________
Print Name:________________________
(as to Preparation)


Sign Name:_________________________    _________________________________
Print Name:________________________       Jeffrey L. Berkowitz

Sign Name:_________________________
Print Name:________________________
(as to Berkowitz)

                                       SILVER DINER DEVELOPMENT, INC.,
                                       a Virginia corporation

Sign Name:_________________________    By:______________________________
Print Name:________________________    Print Name:______________________
                                       Title:___________________________
Sign Name:_________________________
Print Name:________________________
(as to Silver Diner)
                                       3

<PAGE>

STATE OF FLORIDA           )
                           ) SS.
COUNTY OF DADE             )

         The foregoing instrument was acknowledged before me this ___ day of
____________, 199__ by Alan Potamkin, as President of Documentation Corp.,  a
Florida  corporation,  in the  capacity  aforestated;  such  person is
personally known to me or has produced a driver's license as identification.

                                   Sign Name:____________________________
                                   Print Name:___________________________
                                                    Notary Public

My Commission Expires:

_____________________




STATE OF FLORIDA           )
                           ) SS.
COUNTY OF DADE             )

         The foregoing instrument was acknowledged before me this ___ day of
____________, 199__ by Jeffrey L. Berkowitz, both individually and as President
of Bersin  Development Corp., a Florida  corporation,  in the capacity
aforestated;  such person is  personally  known to me or has produced a driver's
license as identification.

                                   Sign Name:___________________________
                                   Print Name:__________________________
                                                     Notary Public
                                   Serial No. (none if blank):__________

My Commission Expires:

_____________________

                                       4

<PAGE>




STATE OF FLORIDA           )
                           )  SS.
COUNTY OF DADE             )

         The foregoing instrument was acknowledged before me this ___ day of
____________, 199__ by Alan Potamkin, as President of Preparation Inc., a
Florida corporation,  in the capacity  aforestated;  such person is personally
known to me or has produced a driver's license as identification.

                                   Sign Name:____________________________
                                   Print Name:___________________________
                                                    Notary Public

My Commission Expires:

_____________________




STATE OF FLORIDA           )
                           )  SS.
COUNTY OF DADE             )

         The foregoing instrument was acknowledged before me this ___ day of
____________, 199__ by ___________________________ as _________________________
of Silver Diner Development, Inc., a Virginia corporation, in the capacity
aforestated;  such person is personally known to me or has produced a driver's
license as identification.

                                   Sign Name:____________________________
                                   Print Name:___________________________
                                                     Notary Public

My Commission Expires:

_____________________

                                       5

<PAGE>

                                     JOINDER


         The undersigned, General Motors Acceptance Corporation, Mortgagee under
those certain  Mortgages  recorded in Official Records Book ______, Pages ______
and ______, of the Public  Records  of  Dade  County,   Florida,  as  modified
(the  "Mortgages"), encumbering lands which include the lands covered by the
foregoing  Declaration, hereby joins in the foregoing  Declaration  for the
purpose of binding the lands encumbered by its Mortgages to the effects of
foregoing Declaration.

         IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of the ___ day of ____________, 199__.

                                       GENERAL MOTORS ACCEPTANCE
                                       CORPORATION, a New York
                                       corporation

                                       By:_____________________________
                                       Print Name:_____________________
                                       Title:__________________________


STATE OF          )
                  ) SS.
COUNTY OF         )

         The foregoing instrument was acknowledged before me this ___ day of
____________, 199__, by __________________________ as _________________________
of General Motors Acceptance Corporation,  a New York corporation,  in the
capacity aforestated;  such person is  personally  known to me or has produced a
driver's license as identification.

                                   Sign Name:__________________________
                                   Print Name:_________________________
                                                    Notary Public
                                   Serial No. (none if blank):_________

                                            [NOTARIAL SEAL]

My Commission Expires:

_____________________


                                       6

<PAGE>

                               EXHIBIT "A" TO THE
                          DECLARATION OF RESTRICTIONS

                 Legal Description of the Silver Diner Property


<PAGE>


LESS AND EXCEPT the portion thereof dedicated for public purposes on the plat of
KV Center West,  according to the plat thereof  recorded in Plat Book 148,  Page
33, of the Public Records of Dade County, Florida.

PLUS the following two parcels:

Hernandez  Parcel:  South 1/2 of Southeast 1/4 of Southeast 1/4 of Northeast 1/4
of Southwest 1/4 of Section 36,  Township 54 South,  Range 39 East, Dade County,
Florida, less the East 35 feet thereof for right-of-way.

USMS Sliver:  All that portion of the South 3/4 of the  Southeast 1/4 of Section
36, Township 54 South, Range 39 East, Dade County,  Florida, lying Northwesterly
of the Northwesterly line of the right-of-way of State Road 821 and South of the
North line of the Southwest 1/4 of the Southeast 1/4 of said
Section 36, lying and being in Dade County, Florida.


                              Exhibit "B" (2 of 3)


<PAGE>

                             KENDALL VILLAGE CENTER

                              Exhibit "B" (3 of 3)


                       [Property Plat Map appears here]


For Informational
 purposes only.
Legal description
 governs.
Improvements are
 subject to change
 by the owners of
 the applicable
 portions of the
 property.



<PAGE>

                    Exhibit "C" to Silver Diner Restrictions


                        [Property Plat Map appears here]


<PAGE>


                                   EXHIBIT "H"

                            Supplemental Declaration


<PAGE>


This instrument prepared by
and after recording return to:
Arnold A. Brown, Esq.
Rubin Baum Levin Constant
  Friedman & Bilzin
2500 First Union Financial Center
Miami, Florida  33131



                            SUPPLEMENTAL DECLARATION
                                 (SILVER DINER)

         This Supplemental Declaration is made and entered into as of the ___
day of ____________, 199__ by  Documentation  Corp.  and  Bersin  Development
Corp.,  each a Florida corporation,  each as to an undivided 50% interest,
whose address is 2665 South Bayshore  Drive,   Suite  1200,  Coconut  Grove,
Florida  33133,   hereinafter collectively referred to as "First Party".

         WHEREAS,  First Party is the owner of a certain parcel of real property
legally  described  on Exhibit "A"  attached  hereto and made a part hereof (the
"Property"), which is labeled Parcel F on Exhibit "B" attached hereto and made a
part hereof; and

         WHEREAS,   First  Party  has  heretofore  burdened  the  Property,  and
additional  lands,  with a Declaration of Restrictions  and Reciprocal  Easement
Agreement  recorded in Official  Records Book ______, Page ______, of the Public
Records of Dade County, Florida (the "Declaration"); and

         WHEREAS,   the  Declaration   contemplates   the  entering  into  of  a
Supplemental  Declaration in conjunction with sale of the Property,  which is to
occur on or about the date hereof;

         NOW, THEREFORE,  for valuable  consideration,  First Party declares and
agrees as follows:

         1.       All terms capitalized but not defined herein shall have the
meanings ascribed to such terms in the Declaration.

         2. The gross square footage of building area on the Property, including
any outdoor  serving  area,  shall be no more than 8,000 square  feet;  provided
however, that the width (the east-west dimension) of any building constructed on
the Property at any time shall not exceed 100 lineal feet.

         3. The height of any  improvements  located on the Property at any time
shall have a maximum  height  above finish grade that does not exceed 22 feet in
height as to all  portions of the


<PAGE>

building  with the  exception  of  decorative facades, which facades may be
placed on any of the sides of the building and may extend up to a maximum height
above finish grade of 28 feet;  provided  however, that no facade shall be wider
than 20% of the length of the side of the building on which said facade is
located.

         4.       The Property shall be used solely for a full service
restaurant. However, notwithstanding and in addition to the foregoing, no
portion of the Property may be used as a restaurant serving primarily either
Mexican cuisine or seafood. Only a restaurant which derives more than (a) 10% of
its gross sales from the sale of Mexican  food  shall be deemed to violate  the
foregoing restriction  respecting  Mexican  cuisine or (b) 25% of its gross
sales from the sale of seafood shall be deemed to violate the foregoing
restriction  respecting seafood.

         5. For as long as the  Property  is used as a family  style  restaurant
with the word "diner" in its name, no other portion of the Center, as defined in
the Declaration on the date hereof (which shall include any subsequent additions
thereto (but only to the extent within the lands burdened by that certain
Declaration of Restriction naming ________________________ as beneficiary, as
beneficiary, which is being recorded contemporaneously herewith) and shall also
include any subsequent withdrawals therefrom), shall use the word "diner" in its
name or logo. This provision may be enforced by specific performance by the
occupant from time to time of the Property, it being recognized that remedies at
law may be inadequate. This provision shall supplement, but is not intended to
supersede, the provisions of any separate recorded instrument pertaining to the
same subject matter.

         6. No business  located on Parcel G depicted on the site plan  attached
to the  Declaration as Exhibit "C" shall be operated as a restaurant;  provided,
however,  that food/beverage  service businesses  containing not more than 2,500
square  feet such as,  but not  limited  to, a  doughnut  shop  (such as Dunkin'
Donuts),  bagel shop,  cocktail  lounge and/or coffee shop (such as  StarBucks),
shall be  permitted,  regardless  of whether or not sit down service is provided
therein,  provided further that such permitted  food/beverage service businesses
shall not occupy more than 5,000 square feet of Parcel G in the aggregate.  This
provision may be enforced by specific  performance  by the occupant from time to
time  of  the  Property,  it  being  recognized  that  remedies  at  law  may be
inadequate.

         7. For so long as the  Property  is used as a family  style  restaurant
which has a significant breakfast component,  no other portion of the Center, as
defined in the  Declaration  on the date  hereof  (which  shall not  include any
subsequent  additions  thereto,  but shall  include any  subsequent  withdrawals
therefrom),  shall be

                                       2

<PAGE>

used as a family style  restaurant which has a significant breakfast component,
such as, but not limited to, Denny's, IHOP or Perkins. The foregoing is not
intended to restrict  restaurants  such as, but not limited to, Chevy's, Hops or
Monty's from serving breakfast.  This provision may be enforced by specific
performance  by the occupant from time to time of the Property,  it being
recognized that remedies at law may be inadequate.

         8. (a)  Notwithstanding  anything  contained in the  Declaration to the
contrary,  the right of first refusal set forth in Section 10 of the Declaration
shall not apply to a  transfer,  sale or lease to (i) any  entity  into which or
with  which  the  owner  of the  Property  may  merge or  consolidate,  (ii) any
subsidiary of such owner, (iii) any commonly controlled affiliate of such owner,
(iv) any  franchisee  of such  owner or (v) any  party or  entity as part of any
transfer, sale or lease of any of owner's assets if such transfer, sale or lease
includes,  or is of,  substantially  all of the assets of the  owner's  Dade and
Broward  County  operations;  provided in each such event that the operation and
use of the Property after such event remains substantially the same as existed
prior thereto; and provided,  further, however, that nothing herein  contained
shall diminish or in any way affect any other provision of the Declaration or
this Supplemental Declaration.

                  (b)  Notwithstanding  anything contained in the Declaration to
the  contrary,  the  right of first  refusal  set  forth  in  Section  10 of the
Declaration shall not apply to a transfer,  acquisition,  sale or lease to or by
(i) any party involved in a  sale/leaseback  transaction with the owner (lessee)
of the  Property,  or  (ii)  any  mortgagee  (or  an  affiliated  entity  of any
mortgagee) that acquires title to the Property; provided in each such event that
nothing herein contained shall diminish or in any way affect any other provision
of the Declaration or this Supplemental Declaration.

                  (c)  Notwithstanding  the foregoing  paragraphs  (a) or (b) of
this Section,  a sale,  transfer or lease  otherwise  exempted from the right of
first refusal  provided for in the Declaration  shall  nonetheless be subject to
such right if the party  acquiring  or leasing the  Property  intends to utilize
same for the operation of an  establishment  that features nude (male or female)
dancing or that utilizes scantily clad men or women as waiters,  dancers,  hosts
or otherwise in connection  with its operations  (such as for example,  Hooters,
Melons or Porkys);  provided,  however,  that if First Party elects, in its sole
and absolute  discretion,  to make the foregoing use a prohibited use throughout
the Center (as same may be constituted  from time to time), by including same in
Section 4(g) of the Declaration, then in such event, in lieu of a

                                       3

<PAGE>

transfer, sale or lease to party engaged in such activities being subject to the
right of first refusal as aforesaid,  any transfer,  sale or lease to a party
seeking to engage in such activities shall be prohibited  unless expressly
approved in writing by First Party in its sole and absolute  discretion;
provided that nothing  herein contained  shall  diminish  or in any way  affect
any  other  provision  of the Declaration or this Supplemental Declaration.

                  (d)  Notwithstanding  anything contained in the Declaration to
the  contrary,  the  right of first  refusal  set  forth  in  Section  10 of the
Declaration shall not apply to any transfer,  sale,  acquisition or lease of the
Property  to or by any party from and after the date that is fifteen  (15) years
following the date of this Supplemental Declaration; provided that the foregoing
is not  intended to  diminish or  otherwise  affect any other  provision  of the
Declaration  (including,  but not limited to, the use  restrictions set forth in
Section 4 thereof) or this Supplemental Declaration.

         9.  Notwithstanding  the  provisions of paragraph 2 of the  Declaration
that grant the First  Party the right to  construct a direct  entrance  into the
Center from Kendall  Drive,  First Party agrees that if such direct  entrance is
not fully  constructed and completed prior to the date that the operations to be
conducted  in the  building  and  improvements  constructed  on the Property are
opened for business with the public (the "Opening Date"), then,  construction of
such entrance  shall not be commenced  prior to a date that is less than six (6)
months  after the  Opening  Date.  First Party  further  agrees that it will not
commence such construction activities prior to the Opening Date unless it has in
good faith  determined  that the  construction of the entrance will be completed
before the Opening Date, as same may be reasonably projected by the then owner
(or contract purchaser) of the Property, and the contract relating to the
construction of such entrance  requires that same be completed prior to the
projected  Opening Date.  First Party shall give owner not less than thirty (30)
days'  advance  notice  of the date on which  construction  of the  entrance  is
expected to commence.

         10.  Notwithstanding  the provisions of paragraph 3 of the  Declaration
that grant to First Party the  unilateral  right to install  controlled  parking
within the lands that are from time to time  included  within the Center,  First
Party agrees that, as to the diagonally lined portions of the Center as depicted
on Exhibit "C" to the Declaration as it exists on the date hereof, excluding the
portion  thereof  located  north of Parcel  H,  controlled  parking  will not be
installed without the approval of the then owner of the Property, which approval
shall not be unreasonably withheld.

                                       4

<PAGE>

         11.  Notwithstanding  the provisions of paragraph 3 of the  Declaration
that  grant to First  Party the  unilateral  right to  install  certain  signage
limiting  parking rights,  in the event a movie theater is constructed  north of
the Center (as defined on the date hereof),  within any of the lands depicted on
Exhibit  "B" to the  Declaration  as it exists on the date  hereof,  First Party
shall,  at the request of the then owner of the  Property,  install signs at the
entrances to the diagonally  lined portions of the Center as depicted on Exhibit
"C" to the  Declaration  as it exists on the date hereof,  excluding the portion
thereof  located  north of Parcel H, which  disclose  that such  portions of the
Center are not to be utilized for parking by patrons of the movie theater.

         12.  The name and address for the owner of the Property, from and after
the date hereof until changed as provided in the Declaration, is ______________.

         13.  This  Supplemental  Declaration  is  intended  to  supplement  the
Declaration and, in the event of a conflict, to supersede same. Except as and to
extent  supplemented  hereby,  the  Declaration  shall  remain in full force and
effect according to its terms.

         IN WITNESS  WHEREOF,  the undersigned have caused this instrument to be
executed as of the day and date first above written.

Witnesses:                             DOCUMENTATION CORP., a Florida
                                       corporation

Sign Name:________________________     By:___________________________
Print Name:_______________________     Print Name:___________________
                                       Title:________________________

Sign Name:________________________
Print Name:_______________________
            (as to Documentation)
                                       BERSIN DEVELOPMENT CORP., a
                                       Florida corporation


Sign Name:_________________________    By:________________________
Print Name:________________________       Jeffrey L. Berkowitz,
                                          President
Sign Name:_________________________
Print Name:________________________
                (as to Bersin)




STATE OF            )
                    ) SS.
COUNTY OF           )

                                       5

<PAGE>

         The foregoing instrument was acknowledged before me this ___ day of
____________, 199__ by __________________________, as _________________________
of  Documentation  Corp.,  a  Florida  corporation,   in  the capacity
aforestated;  such person is personally  known to me or has produced a driver's
license as identification.

                                   Sign Name:____________________________
                                   Print Name:___________________________
                                                     Notary Public

My Commission Expires:

_____________________



STATE OF FLORIDA           )
                           )  SS.
COUNTY OF DADE             )

         The foregoing instrument was acknowledged before me this ___ day of
____________, 199__ by Jeffrey L. Berkowitz, as President of Bersin Development
Corp., a Florida  corporation,  in the capacity  aforestated;  such person  is
personally  known  to me or  has  produced  a  driver's  license  as
identification.

                                   Sign Name:__________________________
                                   Print Name:_________________________
                                                    Notary Public
                                  Serial No. (none if blank):__________

My Commission Expires:


_____________________

                                       6

<PAGE>


                                     JOINDER


         The undersigned, General Motors Acceptance Corporation, Mortgagee under
those certain  Mortgages  recorded in Official Records Book ______, Pages ______
and ______, of the Public  Records  of  Dade  County,   Florida,  as  modified
(the  "Mortgages"), encumbering lands which include the lands covered by the
foregoing  Supplemental Declaration,  hereby joins in the  foregoing
Supplemental  Declaration  for the purpose of binding  the lands  encumbered  by
its  Mortgages  to the  effects of foregoing Supplemental Declaration.

         IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed as of the ___ day of ____________, 199__.

                                       GENERAL MOTORS ACCEPTANCE
                                       CORPORATION, a New York
                                       corporation

                                       By:_____________________________
                                       Print Name:_____________________
                                       Title:__________________________



STATE OF             )
                     ) SS.
COUNTY OF            )

         The foregoing instrument was acknowledged before me this _______ day of
___________, 199__, by _________________________ as _________________________ of
General Motors Acceptance Corporation, a New York corporation, in  the  capacity
aforestated;  such person is  personally  known to me or has produced a driver's
license as identification.

                                   Sign Name:____________________________
                                   Print Name:___________________________
                                                     Notary Public
                                   Serial No. (none if blank):___________

                                              [NOTARIAL SEAL]

My Commission Expires:


_____________________



<PAGE>


                               EXHIBIT "A" TO THE
                            SUPPLEMENTAL DECLARATION

                        Legal Description of the Property


<PAGE>


                               EXHIBIT "B" TO THE
                            SUPPLEMENTAL DECLARATION

                          Site Plan Reflecting Property