FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT


         THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT is made and entered
into the 21st day of April, 1999, by and between HIGHWOODS/FLORIDA HOLDINGS,
L.P., a Delaware limited partnership ("Seller"), and AMERICA'S CAPITAL PARTNERS,
LLC, a Florida limited liability company ("Purchaser").
         Seller and Purchaser have previously entered into that certain Purchase
and Sale Agreement dated as of March 22, 1999 (the "Agreement").
         Seller and Purchaser wish to amend certain of the provisions of the
Agreement as hereinafter set forth.
         NOW, THEREFORE, in consideration of Ten Dollars ($10.00), the mutual
covenants and agreements herein and in the Agreement set forth and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Seller and Purchaser hereby agree as follows:


         1. RECITALS. The foregoing recitals are true and correct.

         2. THE PROPERTY. Section 1.1 and Exhibit "1.1" are hereby amended to
add the properties described as (a) "Highwoods Development Parcels" I.E.,
Cypress Creek Land consisting of approximately 11 acres and Highwoods Sawgrass
consisting of approximately 38 acres and (b) the "Sunrise Office Building,"
consisting of approximately 51,831 rentable square feet.

         3. DEFINITION OF CONTRACT. Section 1.5 is hereby amended to add the
words "set forth in Exhibit "12.1"" after the word "agreements" in the first
line of Section 1.5.




         4. CLOSING DATE. Section 3 is amended to provide that the Closing Date
shall be on December 1, 1999.

         5. ADDITIONAL DEPOSIT. The amount of the Additional Deposit in Section
4.1 is hereby changed to Three Million Dollars ($3,000,000.00).

         6. PURCHASE PRICE. Section 5.1 is hereby amended to increase the
Purchase Price by the amount of Fifteen Million One Hundred Thirty Four Thousand
Dollars ($15,134,000.00), to a total of Eighty-Five Million One Hundred Thirty
Four Thousand Dollars ($85,134,000.00).

         7. PAYMENT OF PURCHASE PRICE. Section 5.2 is hereby amended to change
the amount of the Deposit to $3,005,000.00 and the approximate balance of the
Purchase Price due in cash at Closing, subject to prorations and adjustments as
provided in the Agreement, to $82,129,000.00.

         8. TITLE OBJECTIONS. Section 9.1 is hereby amended to provide that
April 28, 1999 is the last day on which Purchaser may notify Seller of any title
and survey objections.

         9. INVESTIGATION PERIOD. Sections 11.1 and 11.2 are hereby amended to
provide that the Investigation Period shall expire on April 30, 1999 at 5:00
p.m. Eastern Daylight Time.

         10. APPROVAL OF AMENDMENT BY SELLER'S BOARD OF DIRECTORS. Seller and
Purchaser hereby acknowledge that this First Amendment must be approved by
Seller's Board of Directors. Seller agrees to present the terms of this First
Amendment to Seller's Board of Directors for its approval not later than April
27, 1999. Section 12.8 of the Agreement is hereby amended accordingly.

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         11. BROKERS. Section 20 is amended to delete the brokerage commission
to be paid to Redwood Real Estate Services Corp.

         12. TRUE, CORRECT AND COMPLETE AGREEMENT. Seller and Purchaser hereby
acknowledge that several pages in the Agreement have been substituted to clarify
certain issues and, pursuant to the terms of the Agreement, certain exhibits
were annexed thereto after the Effective Date. Seller and Purchaser acknowledge
and agree that the copy of the Agreement attached hereto is a true, correct and
complete copy of the Agreement as it existed prior to the date of this First
Amendment.

         13. NO FURTHER MODIFICATION. Except as set forth in this First
Amendment, the Agreement remains unmodified and in full force and effect. 

         IN WITNESS WHEREOF, the Seller and Purchaser have executed this First
Amendment the day and year first written above.

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WITNESSES:                                  SELLER:
                                            HIGHWOODS/FLORIDA HOLDINGS, L.P.,
                                            a Delaware limited partnership
_______________________________
                                            By:  Highwoods/Florida G.P. Corp., a
                                            Delaware corporation, as general
                                            partner
_______________________________
(As to Seller)                              By: Mark D. Pridgan III
                                                -------------------------------

                                            Title: Vice President
                                                   ----------------------------


                                            Dated:  April ____, 1999

                                            PURCHASER:

                                            AMERICA'S CAPITAL PARTNERS LLC, a
                                            Florida limited liability company.

_______________________________             By: Allen C. de Olazarra
                                                -------------------------------

                                            Title: Managing Member
                                                   ----------------------------


_______________________________             Dated: April ___, 1999
(As to Purchaser)




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