Carlyle Real Estate Ltd Partnership XV – ‘8-K’ for 1/2/98 – EX-10.1

As of:  Friday, 1/16/98   ·   For:  1/2/98   ·   Accession #:  892626-98-24   ·   File #:  0-16111

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     15K 
 2: EX-10.1     Material Contract                                     26    118K 

EX-10.1   —   Material Contract
Exhibit Table of Contents

EX-10.1
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EXHIBIT 10.1                                                                    
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AGREEMENT FOR PURCHASE AND SALE         
-------------------------------         

THIS AGREEMENT FOR PURCHASE AND SALE (this "Agreement") is made and   
entered into as of December 30, 1997, by and between 260 Franklin Street        
Associates Trust, a Massachusetts business trust organized under the laws       
of the State of Massachusetts (hereinafter referred to as "Seller"), and        
260 Franklin, Inc., a Florida corporation  (hereinafter referred to as          
"Purchaser").                                                                   

W I T N E S S E T H:          
-------------------           

WHEREAS, Seller is the owner of that certain tract or parcel of land  
described on EXHIBIT A attached hereto and made a part hereof (the "Land")      
and the Property (as hereinafter defined); and,                                 

WHEREAS, Purchaser desires to purchase the Property from Seller and   
Seller desires to sell the Property to Purchaser all upon the terms and         
conditions hereinafter set forth.                                               

NOW, THEREFORE, for and in consideration of the sum of One Hundred    
Dollars ($100.00) and other good and valuable consideration in hand paid by     
Seller to Purchaser and by Purchaser to Seller upon the execution of this       
Agreement, the receipt and sufficiency of which are hereby acknowledged by      
each of Seller and Purchaser, Purchaser and Seller hereby agree as follows:     

1.    DEFINITIONS.  Wherever used in this Agreement, the following    
terms shall have the meanings set forth below:                                  

    "Affiliate" shall mean Seller, JMB Realty Corporation ("JMB"),
Carlyle Real Estate Limited Partnership XV and Carlyle Real Estate Limited      
Partnership XVI (collectively the "Partnerships"), or any of the officers       
or partners of Seller, JMB or the Partnerships or a corporation,                
partnership, individual or other entity owned (in whole or in part) or          
controlled by Seller, JMB or either of the Partnerships or any of the           
officers or partners of Seller, JMB or either of the Partnerships, or a         
corporation, partnership, individual or other entity owning or controlling,     
or under common ownership or control with, Seller, JMB or either of the         
Partnerships or any of such other officers or partners, or otherwise            
affiliated with Seller, JMB or either of the Partnerships or such other         
officers or partners.                                                           

 "Agreement" shall mean this Agreement for Purchase and Sale
between Seller and Purchaser with respect to the Property.                      

"Business Day" shall mean Monday through Friday excluding 
holidays recognized by the state government of Florida and of the State in      
which the Property is located.                                                  

"Cash Portion" shall mean Two Hundred and No/100 ($200.00)
Dollars.                                                                        

"Closing" shall mean the consummation and closing of the  
purchase and sale contemplated in this Agreement.                               

    "Closing Date" shall mean the date on which the Closing occurs
and shall be the Closing Deadline.                                              

"Closing Deadline" shall mean the date of January 2, 1998.

"Commissions" shall mean all leasing commissions, referral
fees, payments and obligations to make payments to agents, leasing agents,      
leasing brokers or other parties with respect to the Space Leases, whether      
such agreements are contained in a Space Lease or in any separate               
commission agreement.                                                           

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"Commission Agreements" shall mean all obligations to pay 
Commissions, whether such agreements are contained in a Space Lease or in       
any separate commission agreement.                                              

    "Concession" shall mean any discount, concession, "free rent",
payment, gift, allowance, promise, incentive, inducement, understanding or      
other agreement whereby any item or consideration of value (other than the      
right of occupancy of such Space Tenant's demised premises) is granted to,      
extended to or provided to or for the benefit of any Space Tenant.              

"Condemnation Proceeding" shall mean any proceeding in    
condemnation, eminent domain or any written request for a conveyance in         
lieu thereof, or any notice that such proceedings have been or will be          
commenced against any portion of the Property.                                  

  "Earnest Money" shall mean the sum of Two Hundred and No/100
Dollars ($200.00).                                                              

    "Environmental Laws" shall mean any applicable local, state or
federal law with respect to the release of Hazardous Substances, the            
regulation of the discharge of solid, liquid or gaseous waste into the          
environment or the placement of structures or materials into the waters of      
the United States, including, without limitation, the Comprehensive             
Environmental Response, Compensation and Liability Act of 1980, as amended      
("CERCLA"), 42 U.S.C. Section 9601 et seq.;  the Resource Conservation and      
Recovery Act, as amended ("RCRA") 42 USC Section 6901 et seq.;  the             
Hazardous Materials Transportation Act, as amended, 49 U.S. U.S.C. Section      
1801, et seq.;  the Federal Water Pollution Control Act, as amended, 33         
U.S.C. Section 1251, et seq.; and any other applicable law or regulation.       

"Environmental Litigation" shall mean any claims, actions,
suits, proceedings or investigations related to Environmental Matters           
pending or threatened against Seller with respect to the ownership, use,        
condition, or operation of the Property in any court or before or by any        
federal, state or other governmental agency or private arbitration              
tribunal.                                                                       

 "Environmental Matter" shall mean any matter related in any
manner whatsoever to (i) the disposal or release of solid, liquid or            
gaseous waste into the environment, (ii) the treatment, storage or other        
handling of any Hazardous Substance, (iii) the placement of structures or       
materials into waters of the United States, or (iv) the presence of any         
Hazardous Substance, including, but not limited to, asbestos, in any            
building, structure or workplace.                                               

    "Existing Indebtedness" shall mean that certain loan evidenced
by the Existing Loan Documents as such loan may be increased or decreased       
from time to time.                                                              

 "Existing Lender" shall mean Teachers Insurance and Annuity
Association of America.                                                         

   "Existing Loan Documents" shall mean loan documents described
on EXHIBIT B  attached hereto and made a part hereof.                           

"Hazardous Substance" shall mean any hazardous or toxic   
substance or waste as those terms are defined by any applicable                 
Environmental Law, including, but not limited to, petroleum, petroleum          
products and oil.                                                               

  "Improvements" shall mean the buildings, structures (surface
and subsurface) and other improvements and fixtures now or hereafter            
situated on or attached to any parcel of the Land.                              

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"Land" shall mean that certain tract or parcel of land    
described on EXHIBIT A attached hereto and made a part hereof.                  

"Land Use Requirements" shall mean all deed restrictions, 
restrictive covenants, building codes, zoning restrictions and                  
Environmental Laws, and any other law, ordinance, covenant, restriction or      
regulation affecting the Real Property or Improvements.                         

    "Lien" shall mean any mortgage, security deed, lien, judgment,
pledge, conditional sales contract, security interest, past-due taxes,          
past-due assessments, contractor's lien, materialmen's lien, judgment or        
similar encumbrance against the Property of a monetary nature.                  

"Loss" shall mean any and all direct or indirect demands, 
claims, payments, obligations, actions or causes of action, assessments,        
losses, liabilities, costs and expenses, including, without limitation,         
penalties, interest on any amount payable to a third party as a result of       
the foregoing, lost income and profits, and any legal or other expenses         
reasonably incurred in connection with investigating or defending any           
claims or actions, whether or not resulting in any liability.                   

"Names" shall mean any name or trade name by which the    
Improvements or the Real Property or any part thereof may be known, if any,     
including, but not limited to the name "260 Franklin Street", and all other     
fictitious names used on the date hereof in connection with the ownership       
and operation of the Property and all registrations for such names.             

 "Operating Statements" shall mean any operating statements,
including income and expense statements, with respect to the Property, all      
of which shall be prepared in the ordinary course of business.                  

     "Other Interest" shall mean any other interest of Seller in and
to the Real Property and the Improvements or pertaining thereto, including,     
without limitation, all of the right, title and interest of the Seller in       
and to:                                                                         

     (i)   All entitlement of the Seller in and to any award made or
to be made in lieu of any of Seller's interests to be conveyed, including       
any award or payment made or to be made (a) for any taking in any               
Condemnation Proceeding of land lying in the bed of any street, road,           
highway or avenue, open or proposed, in front of or adjoining all or any        
part of the Land, (b) for damage to the Property or any part thereof by         
reason of change of grade or closing of any such street, road, highway or       
avenue, and (c) for any taking in a Condemnation Proceeding of any part of      
the Property;                                                                   

(ii)  All catalogs, booklets, manuals, files, records,    
correspondence, tenant lists, tenant prospect lists and other mailing           
lists, leasing brochures and materials, advertising materials and other         
items which are directly related to the leasing, promotion, ownership and       
operation of the Property;                                                      

(iii) The Names;                                          

   (iv) The right to the use of any telephone number
located under the Names and the right to list telephone numbers under the       
Names;                                                                          

(v)  The Warranties;                          

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     (vi) All of Seller's files relating to the original
construction of the Improvements and replacements made to such Improvements     
or additional improvements after construction, as well as all repair and        
maintenance files (including, without limitation, those relating to the         
building systems such as elevators and HVAC systems), operating manuals         
relating to the building systems and all guaranties and warranties              
concerning the foregoing in favor of Seller, to the extent in the               
possession or control of Seller;                                                

        (vii)All licenses, permits, approvals and certificates
used in or relating to the ownership, occupancy or operation of any part of     
the Property;                                                                   

(viii)     All plans and specifications in the
possession or control of Seller, as well as copies of existing surveys in       
the possession or control of Seller;                                            

          (ix) The original executed copies of any appurtenant and
reciprocal easements, parking agreements, including all amendments and          
modifications and Seller's operating files relating thereto; and                

         (x)  All soils reports with respect to the Property and
    engineering studies relating to the Property, to the extent in
the possession or control of Seller, together with all written                  
communications and documents relating to such reports in the possession or      
control of Seller.                                                              

"Permits" shall mean all licenses, certificates (including
certificates of occupancy), consents, variances, approvals, permits and         
similar instruments required for the operation of the Property by Purchaser     
and issued by governmental authorities having jurisdiction over the             
Property or by private parties or associations pursuant to any of the           
Permitted Title Exceptions or otherwise in connection with any Land Use         
Requirement.                                                                    

     "Permitted Title Exceptions" shall mean, subject to Purchaser's
rights to review and make objection to the status of title and survey as        
set forth herein, each and all of the following:                                

       (i)  The Space Leases and any new leases entered into
between the date hereof and the Closing Date in accordance with the terms       
of this Agreement.                                                              

          (ii) All real estate taxes not yet due and payable as of
the Closing Date.                                                               

          (iii)Local, state and federal (if applicable) zoning and
building laws, ordinances and regulations, provided that neither the            
Improvements nor the existing use of the Property (nor Purchaser's proposed     
use of the Property as disclosed to Seller) violates any of such laws,          
ordinances and regulations, or results in any "non-conforming" use              
thereunder.                                                                     

          (iv) The Record Exceptions (to the extent that Purchaser
does not object to such matters pursuant to Paragraph 6 hereof).                

      (v)  Any existing utility easements serving only the
Real Property and no other land.                                                

    (vi) Any other matters approved as Permitted Title
Exceptions in writing by Purchaser prior to Closing or deemed approved as       
Permitted Title Exceptions pursuant to this Agreement.                          

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   "Personal Property" shall mean all personal property owned by
Seller and used or usable in connection with any present or future              
occupation or operation of all or any part of the Real Property or the          
Improvements or both, together with (to the extent not constituting a           
portion of the Real Property) all fixtures, furniture, furnishings,             
carpeting, draperies, fittings, equipment, machinery, apparatus, building       
materials, appliances and articles, whether located on or off the Real          
Property and used or usable in connection with any present or future            
occupation or operation of all or any part of the Real Property or the          
Improvements or both, including, without limitation, all elevators,             
escalators, boilers, furnaces, heating, ventilating and air-conditioning        
systems, office furnishings and equipment, building drawings, plans and         
specifications, building materials and wall partitions, sprinkler and well      
systems, sewerage systems, electrical equipment, fire prevention and            
extinguishing apparatus, engineering, maintenance and housekeeping supplies     
and materials, mowers and edgers and other lawn maintenance equipment and       
supplies, fuel and other supplies of all kinds whether used, unused or in       
stock for future use in connection with the maintenance and operation of        
the Property, which are on hand on the date hereof, subject to such             
depletion and including such resupplying as shall occur and be made in the      
normal course of business, excluding, however, (a) all items of personal        
property which are the property of Space Tenants, and (b) the rights of the     
owner of any equipment leased pursuant to, or owned by parties other than       
Seller pursuant to, the Service Contracts.  An inventory of the Personal        
Property is attached hereto as EXHIBIT C  and made a part hereof.               

    "Property" shall mean the Real Property, the Improvements, the
Space Leases, the Tenant Deposits, the Service Contracts, the Personal          
Property and the Other Interests.                                               

"Purchase Price" shall mean Two Hundred and No/100 Dollars
($200.00), subject to the Existing Indebtedness.                                

  "Purchaser" shall mean the purchaser referenced in the first
paragraph of this Agreement.                                                    

"Real Property" shall mean the Land, including, without   
limitation, (a) any and all buildings located on the Land and all other         
Improvements, (b) all easements appurtenant to the Land and other               
easements, grants of right, licenses, privileges or other agreements for        
the benefit of, belonging to or appurtenant to the Land whether or not          
situate upon the Land, including, without limitation, signage rights and        
parking rights or agreements, all whether or not specifically referenced on     
EXHIBIT A attached hereto, (c) all mineral, oil and gas rights, riparian        
rights, water rights, sewer rights and other utility rights allocated to        
the Land, and (d) all right, title and interest, if any, of Seller in and       
to any and all strips and gores of land located on or adjacent to the Land,     
(e) all right, title and interest of the owner of the Land in and to any        
roads, streets and ways, public or private, open or proposed, in front of       
or adjoining all or any part of the Land and serving the Land, and (f) all      
rights to development of the Land granted by governmental entities having       
jurisdiction over the Land.                                                     

    "Record Exceptions" shall mean all instruments recorded in the
real estate records of the County in which the Land is located which affect     
the status of title to the Real Property, including, but not limited to,        
those items described in the title commitment No. ________ issued by            
_______________.                                                                

   "Rent Roll" shall mean the rent roll prepared in the ordinary
course of business by Seller for managing the Property, a copy of the most      
recent rent roll being set forth on EXHIBIT D attached hereto and made a        
part hereof.                                                                    

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 "Rental Payments" shall mean all payments received by on or
behalf of Seller from Space Tenants or with respect to the Space Leases or      
with respect to any other use or occupancy of the Property for items such       
as minimum or base rent, additional rent, percentage rent, termination or       
cancellation charges, reimbursement for real estate taxes, utilities,           
operating and maintenance expenses and insurance, as well as any other          
reimbursements or charges received thereunder.                                  

"Seller" shall mean the seller referenced in the first    
paragraph of this Agreement.                                                    

     "Seller's Knowledge" or "actual knowledge" means (i) the actual
knowledge of the following individual: Glenn Emig (the "Knowledgeable           
Party"), without independent investigation, (ii) any written notice with        
respect to an item or condition delivered to a Knowledgeable Party (but not     
including such notices delivered to the predecessors of such Knowledgeable      
Party in their respective positions with Seller or any notices delivered to     
the Knowledgeable Party as a transfer of files and other data upon their        
assumption of responsibility with respect to the Property), or (iii) any        
oral communication by any third party with a Knowledgeable Party.               

  "Service Contracts" shall mean all service, maintenance, and
other contracts respecting leasing, management, maintenance or operation of     
the Real Property or the Improvements.                                          

"Space Leases" shall mean all leases, subleases, rental   
agreements and other occupancy agreements, whether oral or written and          
whether or not of record, for the use or occupancy of any portion of the        
Property, together with all amendments to, modifications of, renewals and       
extensions of said leases, subleases, rental agreements and other occupancy     
agreements, all guaranties with respect thereto, all work letter                
agreements, improvement agreements and other agreements with Space Tenants,     
all default notices, estoppel letters, escalation notices and other             
correspondence in regard thereto, all accounting records in regard thereto.     

"Space Tenant" shall mean a tenant under a Space Lease;   
collectively, all tenants under the Space Leases are referred to as the         
"Space Tenants".                                                                

"Survey" shall mean a current plat of survey of the Land  
prepared for and certified by a registered land surveyor licensed as such       
in the state in which the Property is located.  The Survey shall be             
satisfactory to Purchaser.  The Survey and the surveyor's certifications        
should be addressed to Purchaser, Seller and the Title Company.                 

"Tenant Deposits" shall mean all prepaid rents, advance   
rentals, security deposits and other deposits, including any non-cash           
deposits or collateral such as securities or letters of credit, made with       
respect to the Space Leases.                                                    

"Tenant Estoppels" shall mean the estoppel certificates   
executed by the Space Tenants, which estoppel certificates shall be in form     
satisfactory to Purchaser  shall be dated no earlier than thirty (30) days      
prior to the Closing Date and shall not indicate any defaults or                
discrepancies in information previously made available to Purchaser.            

 "Termination Deadline" shall mean 11:59 P.M. local Atlanta,
Georgia time on January 2, 1998.                                                

     "Title Company" shall mean the title insurance company selected
by Purchaser to insure Purchaser's title to the Real Property.                  

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"Title Cure Deadline" shall mean the Closing Date.        

"Title Examination Deadline" shall mean 11:59 P.M. local  
Atlanta, Georgia time on December 30, 1997.                                     

    "Title Policy" shall mean the full coverage, standard, revised
ALTA-1987 Owner's Policy of Title Insurance, Form B issued by the Title         
Company in the amount of the Purchase Price.                                    

"Warranties" shall mean each and every now existing and   
outstanding bond and warranty concerning the Real Property, the                 
Improvements located thereon or the Personal Property, including, but not       
limited to, any and all bonds and warranties, if any, now or hereafter in       
effect, arising out of, made, given or issued, whether express or implied,      
in conjunction with any contracts between Seller (or any predecessors in        
title of Seller) and any third party relative to the construction,              
operation and/or maintenance of the Improvements on the Real Property or        
related to the Personal Property, together with all claims in contract or       
quasi-contract and any similar chose-in-action arising out of or resulting      
therefrom; the Warranties shall include, without limitation, any roofing,       
air conditioning, heating, elevator or other bond or warranty relating to       
construction of the Improvements, subject to any applicable express             
limitations contained in each such bond or warranty.                            

2.    PURCHASE AND SALE.  Purchaser shall purchase from Seller, and   
Seller shall sell to Purchaser, good, indefeasible and marketable title to      
the Property.  The purchase and sale of the Property shall be upon the          
terms and conditions hereinafter set forth.                                     

3.    PURCHASE PRICE.  The Purchase Price shall be due and payable at 
Closing to Seller as follows:                                                   

A.    CASH AT CLOSING.  Two Hundred and No/100 ($200.00)  
Dollars shall be due and payable in cash at Closing to Seller or by Federal     
Reserve Funds check drawn for value received on an account in the               
metropolitan area in which the Closing is to take place and dated no            
earlier than the day prior to the Closing Date.                                 

B.    EXISTING FINANCING.  An amount equal to the unpaid  
principal balance at Closing of the Existing Indebtedness shall be              
evidenced by Purchaser accepting the conveyance of the Property subject to      
the Existing Indebtedness.  Purchaser shall receive the conveyance of the       
Property subject to the Existing Indebtedness.  Purchaser shall neither         
assume the obligation to pay the Note in accordance with its terms nor the      
obligation to comply with the covenants, terms and obligations of the           
Existing Loan Documents.                                                        

4.    EARNEST MONEY.                                                  

   A.    DEPOSIT WITH ESCROW AGENT.  As security for Purchaser's
faithful performance of its obligations hereunder, Purchaser shall deposit,     
in cash, with the Seller , simultaneously with Purchaser's execution and        
delivery of this Agreement to Seller for Seller's acceptance, the Earnest       
Money.                                                                          

    B.    RELEASE OF EARNEST MONEY.  In the event this transaction
is closed pursuant to the terms hereof, Seller shall retain the Earnest         
Money at Closing and Purchaser shall receive a credit against the Purchase      
Price in the amount of the Earnest Money; if the transaction does not close     
pursuant to the terms hereof, then the Earnest Money shall be disposed of       
pursuant to the provisions hereof and pursuant to the terms of any separate     
escrow agreement entered into by Purchaser, and Seller with respect to this     
Agreement and the Earnest Money.  In any case in which the Earnest Money is     
provided herein to be returned to Purchaser, then nevertheless One Hundred      
Dollars ($100.00) thereof shall be paid to or retained by Seller and            
deducted from the amount due Purchaser; such amount shall belong to Seller      

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in any and all events and shall in effect constitute option money, making       
this Agreement binding even if any conditions or provisions herein are          
entirely with the discretion or control of Purchaser.                           

5.    CLOSING.  The Closing shall be held in the metropolitan area in 
which the Property is located at 9:00 a.m. Eastern Standard Time on the         
Closing Date at the offices of the Title Company in Boston, Massachusetts.      
In addition, Seller and Purchaser shall conduct a "pre-closing" on the          
Business Day preceding the Closing Date, in order to finalize and execute       
(but not deliver, until the Closing) the documents to be executed and           
delivered at Closing.  Alternatively, the parties may elect to conduct the      
Closing by mail using an escrow procedure with such escrow to be                
administered by the title agent of the Title Company selected by Purchaser.     

The parties agree to execute and deliver into escrow the Business Day prior     
to the Closing Date all documents required for Closing, with funding and        
the release of the escrow to occur on the Closing Date.                         

   A.    DELIVERY; POSSESSION.  At Closing, Seller shall deliver
to Purchaser the items required of Seller as elsewhere set forth herein and     
Purchaser shall deliver to Seller the Purchase Price and the other items        
required of Purchaser as elsewhere set forth herein.  Seller shall deliver      
possession of the Property, subject only to the Permitted Title Exceptions,     
to Purchaser at the time of Closing.                                            

  B.    SELLER'S CLOSING COSTS.  Seller shall pay the fees and
expenses of Seller's own attorneys.                                             

   C.    PURCHASER'S CLOSING COSTS.  Purchaser shall pay for the
costs of all title searches, examinations and abstracts of title ordered by     
Purchaser, the costs of any new or updated surveys of the Property obtained     
by Purchaser, the costs of any other investigations, studies and appraisals     
conducted by Purchaser, the costs and premiums of Purchaser's owner's title     
insurance, all recording charges due on recordation of any conveying            
documents executed in connection with this Agreement, and the fees and          
expenses of Purchaser's own attorneys.                                          

6.    TITLE.  Seller shall convey and transfer to Purchaser such      
good, indefeasible and marketable title to the Real Property and the            
Improvements as will enable the Title Company to issue its Title Policy in      
the amount of the Purchase Price, subject, however, to the Permitted Title      
Exceptions, but without exception as to matters of survey (except as            
otherwise permitted hereby or as otherwise approved by Purchaser) or to         
mechanics' or similar liens, and free and clear of any and all other            
pledges, mortgages, liens, judgments, conditional sales, encumbrances,          
ground rents, leases, tenancies, parties in possession, licenses, security      
interests, covenants, conditions, restrictions, rights-of-way, easements,       
encroachments and any agreements, contracts, rights, acts, charges or other     
matters of any nature affecting the title, except to the extent the             
foregoing constitute Permitted Title Exceptions (subject to the following       
provisions of this Paragraph 6 with respect to Record Exceptions).              

 A.    EXAMINATION OF TITLE.  Purchaser shall have until the
Title Examination Deadline to examine title to the Property and to prepare      
and examine any survey of the Land and to notify Seller in writing of any       
defects in title (including any Record Exceptions which are not acceptable      
to Purchaser) or survey which may be revealed by Purchaser's examination        
(which such defects shall include any matters which would be revealed by a      
current as-built survey of the Land);  any such notice shall be accompanied     
by a copy of Purchaser's title report or title insurance commitment and         
Purchaser's survey and any other materials which evidence or disclose such      
objections to title.  In the event that Purchaser fails to notify Seller on     
or before the Title Examination Deadline, then, notwithstanding any other       
provisions set forth herein, such failure to notify Seller timely shall         
constitute a waiver of such right to object to any such defects and this        
Agreement shall remain in full force and effect in accordance with its          
terms and the purchase and sale contemplated hereby shall be closed as          
herein provided except that Seller's conveyance to Purchaser shall be made      

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expressly subject to all such matters of record and survey with respect to      
the Property not objected to by Purchaser and any other Permitted Title         
Exceptions.                                                                     

B.    SURVEY MATTERS.  The sale of the Property shall be  
subject to the state of facts disclosed by a current Survey of the Land         
obtained by Purchaser, provided such state of facts does not, in                
Purchaser's reasonable judgment, materially interfere (a) with the current      
use, or the use contemplated by Purchaser as disclosed to Seller, of any        
portion of the Land or the Improvements, (b) the performance of any             
covenant, obligation, representation or warranty of the owner of the            
Property under any Space Lease or any Permitted Title Exceptions, (c) with      
the maintenance and operation of the Improvements or the continued use          
thereof for the same purposes as presently used, (d) with the meeting of        
the normal requirements of a mortgage lender, or (e) with Purchaser's           
obtaining title insurance (including insurance of marketability)                
satisfactory to Purchaser.                                                      

C.    PERMITTED TITLE EXCEPTIONS.  Subject to Purchaser's 
rights to review, and make objection to, the status of title and survey set     
forth herein, the sale of the Property shall be subject to the Permitted        
Title Exceptions.                                                               

    D.    CURE OF TITLE MATTERS.  If Purchaser has notified Seller
in writing of any defects in title as set forth above, Seller shall have        
the right, but not the obligation , until the Title Cure Deadline within        
which to cure any such defects in title provided however, that Seller shall     
not be under any obligation to pay any amounts or to bring any action or        
proceeding or to otherwise incur any expense in order to effect cure of any     
such defect in title.                                                           

  E.    PURCHASER'S RIGHT TO TERMINATE.  If any such defect in
title of which Seller has been so notified on a timely basis is not so          
cured on or before the Title Cure Deadline, then Purchaser may by written       
notice to Seller actually received by Seller at or prior to Closing,            
terminate this Agreement in which event Escrow Agent shall promptly refund      
the Earnest Money to Purchaser and thereafter neither party hereto shall        
have any further rights, obligations or liabilities hereunder except to the     
extent that any right, obligation or liability set forth herein expressly       
survives termination of this Agreement.                                         

F.    MISCELLANEOUS TITLE MATTERS.                        

(i)   PRE-CLOSING "GAP" DEFECTS.  Whether or not Purchaser
shall have furnished to Seller any notice of defects in title pursuant to       
the foregoing provisions of this Agreement, Purchaser may at or prior to        
Closing further notify Seller in writing of any defects in title arising        
between the earlier of (i) the effective date of Purchaser's title              
examination referenced above and (ii) the Title Examination Deadline, and       
the date on which this transaction is closed; with respect to any defects       
in title set forth in such further notice, Seller shall have the same           
obligations and Purchaser shall have the same rights as those which apply       
to any notice of defects in title resulting from a title examination made       
by Purchaser on or before the Title Examination Deadline.                       

  (ii)  EXTENSION OF CLOSING DATE.  If necessary, the date for
Closing shall be automatically extended to allow all time periods specified     
in this Paragraph to run fully.                                                 

 (iii) NO ALTERATION OF TITLE.  Except as otherwise provided
herein, Seller shall not, so long as this Agreement remains in effect,          
further alter or encumber in any way Seller's title to the Property after       
the date hereof without the prior written consent of Purchaser.                 

    (iv)  WAIVER PERMITTED.  Purchaser shall have the right at any
time to waive any objections to the status of title that it may have made       
and thereby to preserve this Agreement in effect.                               

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 (v)   MERGER.  Any exceptions set forth in the documents of
conveyance as delivered to Purchaser by Seller and as accepted by Purchaser     
at Closing shall be conclusively deemed acceptable to Purchaser.                

7.    PRORATIONS AND CREDITS AT CLOSING.                              

  A.    Seller shall continue to comply until Closing with the
terms of a Reserve Escrow Agreement dated January 1, 1991, as modified by       
modification to Reserve Escrow Agreement dated January 1, 1994, and by          
Reserve Pledge Agreement dated December 4, 1996 and the Real Estate Tax         
Pledge and Security Agreement among Seller, Existing Lender and Boston          
Mortgage Capital Corp. dated __________ (collectively "Reserve") between        
Seller and Existing Lender and, subject to the rights of Existing Lender,       
shall assign any of Seller's rights under the Reserve (including the            
Reserve Escrow Account, Tenant Security Deposit Account, Working Capital        
Account and Tax Escrow Account created under the Reserve) to Purchaser at       
Closing.                                                                        

 B.    RENTS.  Any checks for Rental Payments received after
Closing by Seller or its agents shall be promptly endorsed to Purchaser by      
the payee thereof and promptly transmitted to Purchaser.  This provision        
shall survive Closing.                                                          

  (i)   PAST DUE RENTS.  In the event that on the Closing Date
there shall be any past due and unpaid Rental Payments under any Space          
Lease, then any Rental Payment received subsequent to the Closing Date by       
Purchaser or its agents or Seller or its agents with respect to such Space      
Lease shall be retained by Purchaser.                                           

   (ii)  POST-CLOSING ADJUSTMENT PAYMENTS.  In the event that on
the Closing Date there shall be any Rental Payments under any Space Lease       
which, although relating to a period prior to as of the Closing Proration       
Time, do not become due and payable until after Closing (such as year end       
common area expense reimbursements and the like), then any Rental Payments      
of such type received by Purchaser or its agents or Seller or its agents        
subsequent to the Closing Date shall, be retained by Purchaser.                 

   (iii) SELLER'S COLLECTION RIGHTS.   Seller shall not have the
option to collect any Rental Payments after Closing.                            

  C.    UTILITY DEPOSITS AND PREPAID ITEMS.  There shall be no
credits for the amount of any utility or similar deposits nor any prepaid       
items, all of the same are to be assigned to Purchaser at Closing.              

D.    [INTENTIONALLY OMITTED]                             

8.    CONVEYANCES AND DELIVERIES AT CLOSING.                          

    A.    DEED.  At Closing, Seller shall convey the Real Property
and the Improvements to Purchaser by Quitclaim Deed in the form of              
EXHIBIT E  attached hereto and made a part hereof, subject only to the          
Permitted Title Exceptions.                                                     

B.    BILL OF SALE.  At Closing, Seller shall convey the  
Personal Property to Purchaser by Quitclaim Bill of Sale (without warranty      
of title) in the form of EXHIBIT F  attached hereto and made a part hereof,     
subject only to the Permitted Title Exceptions.                                 

    C.    ASSIGNMENT AND ASSUMPTION OF LEASES.  At Closing, Seller
shall assign to Purchaser the landlord and lessor interest in and to the        
Space Leases by a duly executed Assignment in the form of EXHIBIT G             
attached hereto and made a part hereof and Purchaser shall assume the           
performance of Seller's covenants and obligations whether accruing before       
or after the Closing Date under the Space Leases.                               

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 D.    ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS AND OF
OTHER INTERESTS.  At Closing, Seller shall assign to Purchaser, to the          
extent assignable, Seller's interest in the Service Contracts and Other         
Interests, by a duly executed Assignment in the form of EXHIBIT H  attached     
hereto and made a part hereof and Purchaser shall assume the performance of     
Seller's covenants and obligations whether accruing before or after the         
Closing Date.                                                                   

E.    TENANT ESTOPPELS.  As a condition precedent to      
Purchaser's obligation to purchase the Property at Closing,  each of the        
Space Tenants shall have executed an estoppel certificate satisfactory to       
Purchaser in its reasonable judgment.                                           

 F.    NOTICES OF ASSIGNMENT AND ASSUMPTION.  On the Closing
Date, Seller and Purchaser shall send a written notice, in form and content     
satisfactory to Purchaser and Seller, to each tenant under a Space Lease        
informing each such tenant of the sale of the Property and of the               
assignment of Seller's interest in and obligations under the Space Leases       
and directing that all rent and other sums payable after the Closing Date       
under each such Space Lease shall be paid as set forth in the notice.           

 G.    DELIVERY OF SPACE LEASES, AND OTHER INTERESTS.  At or
simultaneously with Closing, Seller shall deliver to Purchaser the              
originals of the Space Leases, and Seller shall also deliver to Purchaser       
all leasing, accounting, maintenance and other property files and records       
related to the continued operation, leasing and maintenance of the Property     
and any items comprising, documenting or relating to any of the Other           
Interests to the extent in Seller's possession.                                 

H.    NON-FOREIGN CERTIFICATE.  At Closing, Seller shall  
execute and deliver to Purchaser a certificate in the form of EXHIBIT I         
attached hereto and made a part hereof with respect to Section 1445 of the      
Internal Revenue Code stating whether or not Seller is a foreign person as      
defined in said Section 1445 and applicable regulations thereunder, and         
shall otherwise comply with all requirements under Section 1445 of the          
Internal Revenue Code and related provisions with respect to sales of real      
property.                                                                       

I.    TERMINATION OF MANAGEMENT AGREEMENT AND LEASING     
AGREEMENT.  At Closing, Seller shall deliver to Purchaser an executed           
original copy of each agreement terminating, as of the Closing Date, any        
and all management agreements and leasing agreements between Seller and         
Seller's property manager and leasing agents with respect to the Property.      

     J.    AFFIDAVIT OF TITLE.  At Closing, Seller shall execute and
deliver to Purchaser an Affidavit with respect to liens and title matters       
in substantially the form of EXHIBIT J  attached hereto and made a part         
hereof and otherwise as may be reasonably required by the Title Company.        

K.    CLOSING STATEMENT.  At Closing, Seller and Purchaser
shall execute and deliver a Closing Statement which shall, among other          
items, set forth the Purchase Price, all credits against the Purchase           
Price, the amounts of all prorations and other adjustments to the Purchase      
Price and all disbursements made at Closing on behalf of Purchaser and          
Seller.                                                                         

    L.    EVIDENCE OF AUTHORITY.  At Closing, Seller shall deliver
to Purchaser evidence that Seller has the requisite power and authority to      
execute and deliver, and perform under, this Agreement and all closing          
documents to be signed by Seller, including a Direction of Beneficiary and      
Certificate of JMB Realty Corporation in the form attached hereto as            
Exhibit K.                                                                      

  M.    AGREEMENT AND COVENANT NOT TO SUE  At Closing, Seller,
Purchaser and the  holder of the Existing Loan Documents shall execute an       
agreement and covenant not to sue in the form attached hereto as Exhibit L.     

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N.    [INTENTIONALLY OMITTED]                             

  O.    OTHER CONVEYANCES AND INSTRUMENTS.  At Closing, Seller
shall also execute and deliver to Purchaser a conveyance or assignment of       
any portion of the Property sold hereunder for which the conveyance is not      
otherwise provided in this Agreement.                                           

9.    SELLER'S REPRESENTATIONS AND WARRANTIES.                        

   9.1   REPRESENTATIONS AND WARRANTIES.  Seller, as of the date
of the execution of this Agreement by Seller, represents and warrants to        
Purchaser, and covenants with Purchaser,  as follows:                           

Seller is a Massachusetts business trust duly organized,  
validly existing and in good standing under the laws of the State of            
Massachusetts, is, to the extent required by law, duly qualified to do          
business in the State in which the Property is located and has all              
necessary power to execute and deliver this Agreement and perform all its       
obligations hereunder.  Seller has the full power and authority to enter        
into and perform this Agreement and the execution, delivery and performance     
of this Agreement by Seller (i) has been duly and validly authorized by all     
necessary action on the part of Seller, (ii) does not conflict with or          
result in a violation of Seller's Declaration of Trust or any judgment,         
order or decree of any court or arbiter in any proceeding to which Seller       
is a party, and (iii) does not conflict with or constitute a material           
breach of, or constitute a material default under, any contract, agreement      
or other instrument by which Seller is bound or to which it is a party.         
This Agreement is the valid and legally binding obligation of Seller            
enforceable in accordance with its terms.                                       

9.2   [INTENTIONALLY OMITTED]                             

9.3   NO SURVIVAL.  The representations, warranties and   
covenants set forth above shall be merged with the execution and delivery       
of the deed and other closing documents and shall not survive Closing           
hereunder.                                                                      

10.   PURCHASER'S REPRESENTATIONS AND WARRANTIES.  Purchaser, as of   
the date of the execution of this Agreement by Purchaser, represents and        
warrants to Seller as follows:                                                  

 A.    ORGANIZATION, POWER AND AUTHORITY.  Purchaser has the
full power and authority to enter into and perform this Agreement and the       
execution, delivery and performance of this Agreement by Purchaser  and has     
been duly and validly authorized by all necessary action on the part of         
Purchaser.                                                                      

B.    NO BANKRUPTCY.  Purchaser has not (A) commenced a   
voluntary case, or had entered against it a petition, for relief under any      
federal bankruptcy act or any similar petition, order or decree under any       
federal or state law or statute relative to bankruptcy, insolvency or other     
relief for debtors, (B) caused, suffered or consented to the appointment of     
a receiver, trustee, administrator, conservator, liquidator or similar          
official in any federal, state or foreign judicial or non-judicial              
proceeding, to hold, administer and/or liquidate all or substantially all       
of its assets, (C) made an assignment for the benefit of creditors.             

As a condition precedent to Seller's obligation to sell the Property to         
Purchaser at Closing under this Agreement, the representations of Purchaser     
set forth in this Agreement shall be true and correct in all material           
respects as of the Closing Date.                                                

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11.   OPERATION OF THE PROPERTY.  Between the date hereof and the     
Closing Date:                                                                   

  A.    INSPECTION OF PROPERTY.  Subject to the agreements set
forth in this Agreement, Seller shall allow Purchaser and its agents to         
inspect and audit the Property and any part thereof and all books, records      
and accounts, wherever located, relating to the Property, or Seller, or any     
of its operations, at such reasonable times and from time to time as            
Purchaser may reasonably request.                                               

  B.    COMPLIANCE WITH LAWS, LEASES, CONTRACTS.  Seller shall
not violate any laws, ordinances, regulations and orders relating to the        
Property and nor the terms, conditions and provisions of the Space Leases       
nor the requirements of any liens or encumbrances, agreements or other          
contractual arrangements to which the Property or Seller is subject.            

C.    STANDARD OF OPERATION AND MAINTENANCE.  Seller shall
operate, manage and maintain the Property in the manner consistent with the     
manner in which it has been operated, managed and maintained prior to the       
date hereof.                                                                    

D.    NEW SPACE LEASES AND MODIFICATIONS TO EXISTING SPACE
LEASES.  Seller shall not enter into any new Space Leases or cancel,            
modify, extend or renew any existing Space Lease, nor waive any default         
under, accept any surrender of, any Space Lease or accept any prepayment of     
rent thereunder without in each case the prior written consent of               
Purchaser.  No space in the Property is now, or shall after the Closing         
Date be, occupied by Seller or any person affiliated with Seller under any      
written or oral lease or other agreement, rent free or for rent less than       
fair market rent.                                                               

E.    [INTENTIONALLY OMITTED]                             

     F.    PERSONAL PROPERTY INVENTORY.  Seller shall not remove any
of the Property, including Personal Property, from the Real Property or the     
Improvements nor use any of the Personal Property prior to the Closing Date     
except such use thereof as is normal and customary in the operation and         
maintenance of the Property.  Seller warrants that supplies and maintenance     
items shall be maintained at a customary level and will be available and        
conveyed to Purchaser on the Closing Date.                                      

G.    TRANSFER OF PERMITS.  Seller shall execute all      
applications and instruments required in connection with the transfer of        
all Permits, to the extent transferable, in order to transfer the benefits      
of each such Permit to the Purchaser and, if requested by Purchaser, to         
cooperate with Purchaser's efforts to have all permits, licenses and            
certificates of occupancy or equivalent governmental instruments required       
for the operation of the Property issued to and in the name of the              
Purchaser on or prior to the Closing Date.  Seller shall use its best           
efforts to preserve in force all existing Permits and rights of signage and     
to renew all those expiring prior to the Closing Date on terms acceptable       
to Purchaser.  If any such Permit shall be suspended or revoked, Seller         
shall promptly notify Purchaser and shall diligently take all measures          
reasonably necessary to cause the reinstatement of such Permit without any      
additional limitation or condition.  Seller shall not seek or allow any         
amendment to any Permit which would alter the existing permissible uses of      
the Property or any part thereof.                                               

H.    OTHER THIRD PARTY NEGOTIATION.  Seller shall not    
negotiate with any third party with respect to a "back up" or similar           
agreement as to the sale of the Property unless or until this Agreement is      
properly terminated by Seller or Purchaser hereunder.                           

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 I.    COMPLIANCE OF IMPROVEMENTS AND REAL PROPERTY.  Seller
shall assist Purchaser's efforts to obtain satisfactory evidence that all       
of the Real Property and Improvements meet and comply with all Land Use         
Requirements.  Such evidence shall include but shall not be limited to          
obtaining certificates of completion, occupancy or compliance from the          
agencies administering compliance with Land Use Requirements indicating         
that all of the Improvements, as constructed, fully comply with said            
requirements.  The foregoing evidence shall be subject to the approval of       
Purchaser in all reasonable respects.  In addition, said items shall be         
directed to Purchaser specifically with knowledge on the part of the party      
issuing same that Purchaser will be relying upon the same, and shall be         
submitted to Purchaser as soon as it is reasonably possible to do so.  All      
materials submitted in advance of Closing shall be updated, if necessary in     
Purchaser's judgment, for the Closing.                                          

J.    INSURANCE.  Seller will keep all Improvements and   
Personal Property continuously insured in an amount not less than the full      
insurable replacement value thereof, including the cost of debris removal,      
against loss or damage by fire, lightning and risks customarily covered by      
standard extended coverage endorsement, and including not less than one         
year's rent loss insurance.  Seller shall also obtain and maintain in full      
force and effect commercial general liability insurance, together with such     
other insurance with respect to Seller and the Property as may be               
reasonably required by Purchaser.  At Closing, Seller shall cancel said         
policies of insurance.                                                          

   K.    OTHER COVENANTS AND AGREEMENTS.  Seller shall fully and
promptly comply with all of the covenants, obligations and liabilities of       
Seller as set forth in the instruments which evidence and secure the            
Existing Indebtedness, including, but not limited to, the obligation to pay     
all taxes, liens, insurance premiums and other charges owed by Seller or        
due with respect to the Property, the obligation to maintain insurance with     
respect to the Property and to restore the Improvements following a             
casualty substantially in accordance with the Plans and Specifications, the     
obligations to maintain and repair the Property and all Improvements, the       
obligations to comply with the covenants and obligations of the Space           
Leases and contracts affecting the Property, and compliance with laws and       
all other provisions of such instruments which relate to the Property.          

 L.    ZONING MATTERS.  Without the prior written consent of
Purchaser, which consent may be withheld in Purchaser's sole discretion,        
Seller shall not apply for, consent to, promote or acquiesce in any             
modification of any zoning restrictions or other restrictions or                
regulations of governmental or quasi-governmental authorities with respect      
to the Property or any property located adjacent to the Property.               

    Purchaser's sole recourse should any of the above conditions A
through L, inclusive, fail to be fulfilled prior to Closing shall be to         
terminate this Agreement or waive such failure and proceed to close the         
sale contemplated hereby.                                                       

12.   CONDITIONS TO CLOSING.  The obligation of the Purchaser to      
consummate the Closing hereunder is further subject to the satisfaction of      
Purchaser, not to be unreasonably withheld, at or prior to Closing of the       
following conditions precedent:                                                 

     A.    DUE DILIGENCE.  Purchaser shall have completed all audits
and due diligence review of all aspects of the Property and all                 
documentation related thereto, including, but not limited to, the Space         
Leases, the environmental condition of the Property and any other items and     
issues related to the Property, its operation and this transaction, the         
results of which audits and review shall be entirely satisfactory to            
Purchaser in the exercise of its sole discretion.                               

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B.    ACCURACY OF REPRESENTATIONS (and of facts recited   
therein).  All of the warranties, representations and covenants of Seller       
contained in this Agreement shall be true on the Closing Date with the same     
effect as if they had been made on the Closing Date, except as modified in      
a manner permitted by the Agreement; Seller shall have performed all            
covenants to have been performed and satisfied by Seller prior to the           
Closing Date.                                                                   

    C.    OCCUPANCY OF IMPROVEMENTS.  At the time of closing there
shall be not less than 348,901 square feet of space leased and occupied         
within the Real Property and the Improvements under the Space Leases.           

D.    CONDITION OF IMPROVEMENTS.  On the Closing Date, the
Improvements (including tenant improvements) (i) shall be in a state of         
repair at least as good as the state of repair thereof on the date hereof       
(and on the date on which Purchaser completed its physical inspections of       
the Improvements), normal wear and tear alone excepted; and (ii) shall be       
free from structural defects and free from termites or other                    
wood-destroying insects, except for items disclosed to and accepted by          
Purchaser on or before the aforesaid date on which said physical inspection     
was completed.  Purchaser at Purchaser's cost shall have the right, at          
Purchaser's option and prior to Closing, to verify the physical condition       
of the Improvements by having an inspection conducted and by having a           
report prepared by a licensed engineer or architect and by a licensed           
entomologist chosen by Purchaser.                                               

     E.    BUILDING PERMIT/CERTIFICATE OF OCCUPANCY.  On the Closing
Date, Purchaser shall have received a copy of the final, unconditional          
certificates of occupancy for all of the Improvements.                          

   F.    UTILITIES AND DRAINAGE.  On the Closing Date, Purchaser
shall have determined that the Property is benefited by all necessary           
easements and facilities necessary to handle, in accordance with applicable     
law and regulations, all drainage and storm water flow the Property, and        
that the Property is benefited by all utilities and easements necessary or      
desirable by Purchaser in connection with the construction, development,        
ownership, occupancy and operation of all of the Improvements.  All such        
utilities shall either enter the Land through adjoining public streets or,      
if they pass through adjoining private land, shall do so in accordance with     
valid and recorded public easements or private easements which will inure       
to the benefit of Purchaser.                                                    

G.    ENVIRONMENTAL CONDITION.  On the Closing Date, the  
Property shall be free of any and all Hazardous Substances either within        
the Improvements or on or under the surface of the Property, except for         
Hazardous Substances used in the ordinary course of business by Seller or       
Space Tenants, which uses are in compliance with all Environmental laws.        
Prior to Closing, Purchaser, at Purchaser's cost and expense, shall have        
the right to verify the environmental condition of the Improvements by          
having an environmental audit conducted by an engineer as may be selected       
by Purchaser (the "Environmental Engineer").  In the event that the audit       
and report prepared by the Environmental Engineer recommends further            
investigation by Purchaser, the Closing Date shall be extended in order to      
permit such further tests.  In the event that the audit and report prepared     
by the Environmental Engineer is unsatisfactory to Purchaser, then              
Purchaser shall have the right, at Purchaser's option, by notice to Seller,     
to terminate this Agreement and, in such event, neither Party shall have        
any further rights or obligations hereunder.                                    

    H.    OTHER CONDITIONS.  All construction allowances due Space
Tenants shall have been paid.                                                   

    I.    TITLE TO REAL PROPERTY.  Seller is the owner of the Real
Property free and clear of all encumbrances except for the Permitted Title      
Exceptions.                                                                     

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   J.    TITLE TO PERSONAL PROPERTY.  Seller is the owner of the
Personal Property free and clear of all encumbrances except for the             
Permitted Title Exceptions.                                                     

K.    SPACE LEASES:                                       

         (i)  LEASING COMMISSIONS.  There are no Commissions due
or payable now or hereafter with respect to the Space Leases or the             
Property.                                                                       

        (ii) COPIES OF SPACE LEASES AND COMMISSION AGREEMENTS.
All copies of the Space Leases and Commission Agreements which have been        
furnished by the Seller to Purchaser are true, correct and complete copies      
thereof.  None of the Space Leases has been modified, amended or extended       
and, to Seller's Knowledge, there are no other understandings, concessions,     
promises or agreements between the parties thereto which would be               
enforceable against Purchaser.                                                  

   L.    NO OTHER LEASES OR OCCUPANCIES.  There are no leases or
other agreements relating to occupancy of the Property, except for the          
Space Leases.  Attached hereto as Exhibit ___ and made a part hereof is a       
list of all Space Leases.  No party other than the Space Tenants has any        
right to occupancy of any portion of the Real Property or the Improvements.     

No party other than the Space Tenants is actually occupying any portion of      
the Real Property or the Improvements.                                          

   M.    ACCURACY OF OPERATING STATEMENTS.  Seller has delivered
to Purchaser true, correct and complete copies of the Operating Statements      
for calendar years 1996 and 1997 and year-to-date operating statements for      
the calendar year in which this Agreement is executed.                          

N.    LITIGATION PROCEEDINGS.  There are no judgments     
unsatisfied against Seller or the Property or consent decrees or                
injunctions to which Seller or the Property is subject, and there is no         
litigation, claim or proceeding pending or, to Seller's Knowledge,              
threatened against or relating to Seller or the Property, nor does Seller       
know of any basis for any such action or of any governmental investigation      
relative to Seller or the Property.                                             

    O.    COMPLIANCE OF REAL PROPERTY AND IMPROVEMENTS WITH ZONING
AND OTHER LAWS.  The Property and all Improvements thereon conform to and       
comply with all Land Use Requirements.  Seller has not received and is not      
aware of any notification from any governmental or public authority that        
the Property violates any existing fire, health, building, handicapped          
persons, environmental, sanitation, use and occupancy or zoning laws to the     
extent such laws are applicable to the Property or that any work is             
required to be done upon or in connection with the Property.  Seller has        
obtained all governmental permits or licenses required for the Property,        
all of which are currently in full force and effect.                            

P.    ENVIRONMENTAL MATTERS.                              

       (i)  Seller has heretofore delivered to Purchaser all
environmental audit reports covering the Property in Seller's possession or     
control.                                                                        

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       (ii) To Seller's Knowledge, there is no Environmental
Litigation with respect to Seller or the Property.  To Seller's Knowledge,      
there are no existing violations of federal, state or local laws,               
regulations, ordinances or orders related to Environmental Matters by           
Seller with respect to the ownership, use, condition, or operation of the       
Property.  Neither Seller nor, to Seller's Knowledge, any other party has       
used the Property or any part thereof for the handling, treatment, storage,     
or disposal of any Hazardous Substance, except for uses by Seller and Space     
Tenants of certain materials which are categorized as Hazardous Materials       
and which uses are in the ordinary course of business and in compliance         
with all Environmental Laws.  No written or, to Seller's knowledge, oral        
notice from any court or governmental agency, official or instrumentality,      
of any alleged violation of any ordinance, law, decree, order, code, or         
governmental rule or regulation relating to Environmental Matters has been      
filed or communicated to management of Seller with respect to the               
ownership, use, condition, or operation of the Property or any part             
thereof, and Seller does not know of any basis for the allegation of any        
such violations.                                                                

    (iii)To Seller's Knowledge, no release, discharge,
spillage or disposal of any Hazardous Substance has occurred or is              
occurring on the Property and no soil or water in or under or adjacent to       
any of the Property has been contaminated by any Hazardous Substance while      
or before such premises were owned, leased, operated, or managed, directly      
or indirectly, by Seller.                                                       

        (iv) Seller has complied with all applicable reporting
requirements under Environmental Laws concerning the disposal or release of     
Hazardous Substances, and Seller has made no such reports concerning the        
Property.                                                                       

(v)  No Improvement contains any asbestos or  
asbestos-containing materials.                                                  

   (vi) All waste containing any Hazardous Substance
generated, used, handled, stored, treated or disposed of (directly or           
indirectly) by the Seller and has been disposed of in compliance with all       
applicable legal requirements.                                                  

Q.    TAXES AND ASSESSMENTS.  The Property is separately  
assessed for real property tax assessment purposes and is not combined with     
any other real property for such tax assessment purposes.  Seller has not       
received notice of any contemplated or actual re-assessments of the             
Property or any part thereof for general real estate tax purposes.  No          
assessments for public improvements, impact fees or similar exactions have      
been made against the Property which remain unpaid.                             

R.    INSURANCE COMPLIANCE.  There are no outstanding or  
unfulfilled requirements or recommendations of any insurance company            
insuring the Property or board of fire underwriters regarding any repairs       
to or work to be performed with respect to the Property.  Seller has            
complied with all such requirements and recommendations as to which Seller      
has received a written notice.                                                  

  S.    NO OPTIONS OR OTHER INTERESTS.  No Space Tenant or any
other party whatsoever has any deed, option, contract or other evidence of      
any right or interest in or to the Property except occupancy rights as a        
tenant under such Space Tenant's Space Lease.                                   

 T.    BANKRUPTCY.  Seller has not (A) commenced a voluntary
case, or had entered against it a petition, for relief under any federal        
bankruptcy act or any similar petition, order or decree under any federal       
or state law or statute relative to bankruptcy, insolvency or other relief      
for debtors, (B) caused, suffered or consented to the appointment of a          
receiver, trustee, administrator, conservator, liquidator or similar            
official in any federal, state or foreign judicial or non-judicial              
proceeding, to hold, administer and/or liquidate all or substantially all       
of its assets, (C) made an assignment for the benefit of creditors              

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   U.    PENDING CONDEMNATION PROCEEDINGS.  There are no pending
or threatened Condemnation Proceedings which would affect the Property, or      
any part thereof.                                                               

V.    EMPLOYEES.  Seller has no employees.                

     W.    DISCLOSURE.  No statement, warranty or representations by
the Seller contains an untrue statement of material fact or omits to state      
an untrue statement of material fact necessary in order to make the             
statements made in light of the circumstances under which such statements       
are made not misleading.                                                        

13.   PURCHASER'S DUE DILIGENCE AND INSPECTION RIGHTS; TERMINATION    
RIGHT.                                                                          

   A.    REVIEW OF MATERIALS.  Seller shall deliver to Purchaser
or make available to Purchaser for its inspection, to the extent and in the     
possession or control of Seller and without representation or warranty, the     
following:                                                                      

         (1)  All Space Leases, including all amendments thereto
or modifications thereof, including letter amendments;                          

   (2)  All tenant correspondence, rental adjustment
notices, leasing activity records, default letters or notices, lease files      
and other records pertaining to actual (current) or prospective tenants as      
well as Seller's standard form of lease for the Property, and credit            
information for both signed and proposed Spaces Leases;                         

        (3)  All Commission Agreements, all amendments thereto
or modifications thereof, and all correspondence, notices, files and other      
records pertaining to Commission Agreements and Commissions related to the      
Property, including future Commissions due upon extension, renewal or           
expansion of existing Space Leases;                                             

         (4)  Copies of the Operating Statements with respect to
the Property for the two (2) full calendar years prior to the year in which     
this Agreement is dated, and year-to-date Operating Statements and              
supporting ledgers, data and records with respect thereto;                      

   (5)  Copies of all tax bills (including bills for
special assessments, fees and other governmental charges and impositions)       
for the two (2) full calendar years prior to the year in which this             
Agreement is dated, and for the year of Closing, if available;                  

(6)  [Intentionally Omitted];                 

        (7)  Copies of all existing surveys of the Property in
the possession of Seller;                                                       

    (8)  Copies of all plans and specifications in the
possession of Seller pertaining to the Property, as well as copies of           
existing surveys in the possession of Seller;                                   

       (9)  All Service Contracts which affect the Property,
including, without limitation, service contracts, construction contracts,       
maintenance contracts, brokerage agreements, annuity agreements, management     
agreements and operating files relating thereto;                                

          (10) Copies of all appurtenant and reciprocal easements,
parking agreements, including all amendments and modifications and Seller's     
operating files relating thereto;                                               

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     (11) All of Seller's files relating to the original
construction of the Improvements and replacements made to such Improvements     
or additional improvements after construction, as well as all repair and        
maintenance files (including, without limitation, those relating to the         
building systems such as elevators and HVAC systems), operating manuals         
relating to the building systems and all Warranties concerning the              
foregoing in favor of Seller, to the extent in the possession of Seller;        

     (12) All environmental assessments, tests of soils,
groundwater, aboveground and underground storage tanks, radon tests,            
investigation of prior uses of the Property, inspection for PCBs, and any       
other hazardous or toxic wastes or substances;                                  

         (13) All soils reports with respect to the Property and
engineering studies relating to the Property, to the extent in the              
possession of Seller, together with all written communications and              
documents relating to such reports sent or received by Seller and in            
Seller's possession or control;                                                 

(14) Copies of all Permits, including, without
limitation, those relating to the construction of the Improvements on the       
Property, the occupancy thereof by tenants and the maintenance, repair,         
operation and ownership of the Property; and                                    

       (15) A current rent roll, together with a list of all
lessees and contract parties which are, to Seller's Knowledge, in default       
as of such date, together with the statement of Seller describing any such      
default as well as all other information reasonably requested by Purchaser      
with respect thereto.                                                           

To the extent that the aforesaid do not yet exist as of the date hereof, as     
such items are updated, received and/or created, Seller shall deliver such      
items to Purchaser in accordance with the terms hereof within ten (10) days     
after such items become available.  Until the Closing Date, Seller shall        
provide Purchaser and Purchaser's officers, employees, agents, advisors,        
attorneys, accountants, architects and engineers with access to the             
above-referenced items at all reasonable times during business hours (and       
during evenings, weekends and holidays) to review the items referenced          
above and, subject to the rights of tenants under the Space Leases, to make     
such reasonable studies, inspections, tests, copies and verifications as        
Purchaser considers necessary.  Purchaser shall have the right to make          
photocopies of all of the aforesaid instruments.  In the event that the         
transaction contemplated hereby is not closed, all originals, copies and        
photocopies of the aforesaid items in Purchaser's possession or under           
Purchaser's control shall be returned immediately to Seller.                    

B.    [INTENTIONALLY OMITTED]                             

     C.    INSPECTION OF PROPERTY.  Purchaser shall, at a reasonable
time or times mutually agreeable to Seller or Seller's property manager         
prior to the Closing Date and subject to the rights of tenants under the        
Space Leases, have the privilege of going upon the Property with its            
agents, representatives and contractually retained independent contractors      
as needed to inspect, audit, examine, test, appraise and survey the             
Property and all records and files with respect thereto, including, but not     
limited to, investigations of the zoning status and physical status thereof     
and verification of all information made or to be made available to             
Purchaser with respect to Property, such inspection rights to include the       
right to interview Space Tenants.  In addition, Purchaser shall have the        
right to obtain such letters, certificates or statements from appropriate       
governmental officials or other experts concerning zoning and other matters     

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related to the Property, at Purchasers sole cost and expense, provided that     
prior to requesting any certificate, letter or other statement from any         
governmental official, Purchaser shall first give Seller prior written          
notice of such request and allow Seller, if Seller desires, itself to make      
such request or to join with Purchaser in making such request.  This            
privilege shall include the right to make surveys, examinations, appraisals     
and other tests to obtain any relevant information necessary to determine       
subsurface and topographic conditions, including, but not limited to, toxic     
and hazardous materials and substances studies, soil tests, asbestos            
analysis and structural review, all of which tests, studies and reviews         
shall be performed at Purchaser's sole cost and expense, provided, however,     
Purchaser must obtain Seller's consent prior to making any physically           
intrusive inspections and Seller may require that Purchaser be accompanied      
by a representative of Seller for all inspections.  Furthermore, in             
consideration of Purchaser's right to inspect the Property as described in      
this Paragraph, Purchaser shall pay any costs incurred by Seller arising        
out of the exercise of such privileges by Purchaser (including, without         
limitation, any rights or claims of materialmen or mechanics to liens on        
the Property or costs to restore the Property from the results of such          
inspection to its condition prior to inspections), and Purchaser shall pay      
any costs incurred by Seller arising out of any claims or liabilities           
relating to such inspection; such obligations shall survive the Closing or      
any termination of this Agreement.  Purchaser shall provide evidence of         
commercial general liability insurance with a limit of at least $3,000,000,     
including contractual liability, prior to any inspection.                       

  D.    TERMINATION RIGHT.  In the event that Purchaser is not
satisfied with any matters relating to the Property, including any matter       
revealed by Purchaser's investigations referenced in Subparagraphs A            
through C of this Paragraph, Purchaser shall have the right, in Purchaser's     
sole and absolute discretion, to terminate this Agreement by written notice     
to Seller received by Seller on or before the Termination Deadline, in          
which Seller shall return the Earnest Money to Purchaser and thereafter         
neither party hereto shall have any further rights, obligations or              
liabilities hereunder except to the extent that any right, obligation or        
liability set forth herein expressly survives termination of this               
Agreement.                                                                      

   E.    "AS-IS" AND "WHERE-IS" CONVEYANCE.  In consideration of
Purchaser's receiving access to the Property as set forth in this Paragraph     
so that Purchaser may conduct such studies, tests, investigations,              
inspections and analyses with respect to the Property as Purchaser might        
desire, Purchaser acknowledges and confirms that unless Purchaser elects to     
terminate this Agreement as provided above, Purchaser shall accept Seller's     
conveyance of the Property to Purchaser in "as-is" and "where-is" condition     
free of any warranty by Seller except as otherwise expressly provided in        
this Agreement and free of any obligation by Seller to perform any repairs      
or other improvement work with respect to the Property except as otherwise      
expressly provided in this Agreement.                                           

14.   NOTICES.  All notices, consents, approvals and other            
communications which may be or are required to be given by either Seller or     
Purchaser under this Agreement shall be properly given only if made in          
writing and sent by (a) hand delivery or (b) certified mail, return receipt     
requested, or (c) a nationally recognized overnight delivery service (such      
as Express Mail, Federal Express, UPS Next Day Air, Purolator Courier or        
Airborne Express), or (d) by telecopying to the telecopy number listed          
below (provided that a copy of such notice is also delivered within 24          
hours to the party by one of the other methods listed herein) with all          
postage and delivery charges paid by the sender and addressed to the            
Purchaser or Seller, as applicable, as follows, or at such other address as     
each may request in writing.  Such notices delivered by hand, by telecopy,      
or overnight delivery service shall be deemed received on the date of           
delivery and, if mailed, shall be deemed received upon the earlier of           
actual receipt or two days after mailing.  Said notice addresses are as         
follows:                                                                        

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If to Seller:    260 Franklin Street Associates                                 
c/o JMB Realty Corporation                    
900 North Michigan Avenue, Suite 1900         
Chicago, Illinois  60611                      
Attention:  Glenn Emig                        
Telecopy No.: 312-915-2310                    
Telephone No.: 312-915-2350                   

With a copy to:  Pircher, Nichols & Meeks                                       
1999 Avenue of the Stars                      
Los Angeles, California  90067                
Attention:  Real Estate Notices (S. Halpern)  
Telecopy No.:   (310) 201-8922                
Telephone No.: (310) 201-8900                 

If to Purchaser: 260 Franklin, Inc.                                             
c/o State Board of Administration             
1801 Hermitage Boulevard, Suite 600           
Tallahassee, Florida  30308                   
Attention:  Douglas W. Bennett                
Telecopy No.: (850) 413-1147                  
Telephone No.:  (850) 922-5005                

With a copy to:  State Board of Administration                                  
1801 Hermitage Boulevard, Suite 600           
Tallahassee, Florida  30308                   
Attention:  Ron Carey                         
Telecopy No.: (850) 413-1147                  
Telephone No.:  (850)922-5005                 

With a copy to:  Heitman Capital Management Corporation                         
180 North LaSalle Street, Suite 3700          
Chicago, Illinois                             
Attention:  Howard Edelman                    
Telecopy No.: (312) 541-6738                  
Telephone No.: (312) 855-6547                 

With a copy to:  Alston & Bird                                                  
One Atlantic Center                           
1201 West Peachtree Street                    
Atlanta, Georgia  30309-3424                  
Attention:  James F. Nellis, Jr.              
Telecopy No.: (404) 881-7777                  
Telephone No.:  (404) 881-7364                

15.   CASUALTY AND CONDEMNATION.                                      

  A.    CASUALTY.  In the event that prior to the Closing Date
any of the Improvements is damaged or destroyed by fire or other casualty,      
then Seller shall immediately deliver written notice to Purchaser of such       
casualty and the following provisions shall apply with respect to such          
casualty:                                                                       

    (i)   if such damage or destruction results in a casualty loss
in an amount exceeding One  Hundred Thousand Dollars ($100,000.00) (the         
"Damage Limit"), Purchaser shall have the right to terminate this Agreement     
by written notice to Seller in which event  the Earnest Money shall be          
promptly refunded to Purchaser and thereafter neither party hereto shall        
have any further rights, obligations or liabilities.  In the event that         
this Agreement is not terminated pursuant to this Subparagraph (i),             
Purchaser shall be obligated to close the purchase and sale contemplated by     
this Agreement as scheduled without adjustment of the Purchase Price and        
Seller shall assign to Purchaser at Closing all insurance proceeds payable      
under Seller's insurance policies on account of such damage or destruction      

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(and co-operate with Purchaser in collecting under such insurance     
policies) or pay to Purchaser all such insurance proceeds previously paid       
to Seller (unless delivered to the Existing Lender)  and Seller shall not       
be obligated to repair or restore the Property                                  

    (ii)  if such damage or destruction results in a casualty loss
in an amount not exceeding the Damage Limit, neither Purchaser nor Seller       
shall have such right to terminate this Agreement, and Purchaser and Seller     
shall be obligated to close the purchase and sale contemplated by this          
Agreement as scheduled without adjustment of the Purchase Price and Seller      
shall assign, subject to the rights of the Existing Lender, to Purchaser at     
Closing all insurance proceeds payable under Seller's insurance policies on     
account of such damage or destruction or pay to Purchaser all such              
insurance proceeds previously paid.                                             

 B.    CONDEMNATION.  In the event that prior to the Closing
Date there shall be instituted against the Property any Condemnation            
Proceeding, Seller shall immediately give written notice (hereinafter           
referred to as "Seller's Condemnation Notice") of such Condemnation             
Proceeding to Purchaser, and Purchaser shall have the right to terminate        
this Agreement by written notice to Seller , in which event the Earnest         
Money shall be refunded to Purchaser and thereafter neither party hereto        
shall have any further rights, obligations or liabilities hereunder.  In        
the event that Purchaser shall not elect to terminate this Agreement            
pursuant to this paragraph, Purchaser shall be obligated to close the           
purchase and sale contemplated hereby as scheduled less the portion of the      
Property so taken or subject to said Condemnation Proceeding without            
adjustment of the Purchase Price and Seller shall assign or pay to              
Purchaser, except to the extent Seller has assigned or delivered same to        
the Existing Lender, at Closing all of Seller's right, title and interest       
in any award payable on account of such Condemnation Proceeding or pay to       
Purchaser all such awards previously paid, except to the extent Seller has      
delivered same to the Existing Lender, and Seller shall have no obligation      
to repair or restore the Property not so taken by said Condemnation             
Proceeding.                                                                     

16.   NO BROKER.  Seller and Purchaser each represent and warrant to  
the other that neither has employed, retained or consulted any broker,          
agent, or finder in carrying on a negotiation in connection with this           
Agreement or the purchase and sale referred to herein, and Seller and           
Purchaser each hereby agree to pay any and all claims, demands, causes of       
action, debts, liabilities, judgments and damages (including costs and          
reasonable attorneys' fees incurred in connection with this provision)          
which may be asserted or recovered against the second party on account of       
any brokerage fee, commission or other compensation arising by reason of        
the first party's breach of this representation and warranty.  This             
Paragraph shall survive the closing or any termination of this Agreement.       

17.   [INTENTIONALLY OMITTED].                                        

18.   DEFAULT.                                                        

     A.    In the event that Purchaser defaults in the observance or
performance of its covenants and obligations hereunder, Seller shall be         
entitled to (i) sue Purchaser for specific performance of this Agreement,       
or (ii) terminate this Agreement (except to the extent that any right,          
obligation or liability set forth herein expressly survives termination of      
this Agreement, which Seller shall be entitled to enforce notwithstanding a     
termination of this Agreement and a return of the Earnest Money) by written     
notice to Purchaser of such termination and receive payment of the Earnest      
Money as full liquidated damages for such default of Purchaser, the parties     
hereto acknowledging the difficulty of ascertaining the actual damages in       
the event of such a default, that it is impossible more precisely to            
estimate the damages to be suffered by Seller upon Purchaser's default,         
that such payment of the Earnest Money is intended not as a penalty, but as     

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full liquidated damages and that such amount constitutes a reasonable good      
faith estimate of the potential damages arising therefrom, it being             
otherwise difficult or impossible to estimate Seller's actual damages which     
would be suffered by Seller in the event of default by Purchaser.  Except       
with respect to any right, obligation or liability which survives               
termination of this Agreement (as to which Seller shall be entitled to          
exercise any and all rights and remedies at law or in equity), the Seller's     
right to sue for specific performance or to terminate this Agreement and to     
receive payment of the Earnest Money as full liquidated damages are             
Seller's sole and exclusive remedies in the event of default hereunder by       
Purchaser, and Seller hereby waives, relinquishes and releases any and all      
other rights and remedies, including, but not limited to:  (1) any right to     
sue Purchaser for damages or to prove that Seller's actual damages exceed       
the Earnest Money which is hereby provided Seller as full liquidated            
damages or (2) any other right or remedy which Seller may otherwise have        
against Purchaser, either at law, in equity or otherwise; provided,             
however, this waiver is not intended to in any way limit Seller's recourse      
against Purchaser with respect to the requirements of Purchaser under the       
documents delivered at Closing.                                                 

  B.    In the event that Seller defaults in the observance or
performance of its covenants and obligations hereunder, Purchaser shall be      
entitled to terminate this Agreement by the delivery to Seller of notice of     
such termination and to receive immediate payment of the Earnest Money,         
and, if Purchaser has theretofore complied with all of Purchaser's              
obligations under this Agreement, Purchaser shall also be entitled, as its      
sole and exclusive additional remedy for Seller's failure to make the           
conveyances set forth in Paragraph 8 hereof, to sue Seller for specific         
performance of such obligation.  Purchaser's rights to so terminate this        
Agreement, receive payment of the Earnest Money as aforesaid and sue for        
specific performance as aforesaid are Purchaser's sole and exclusive            
remedies in the event of default hereunder by Seller, and Purchaser hereby      
waives, relinquishes and releases any and all other rights and remedies,        
including, but not limited to: (1) any right to sue Seller for damages, and     
(2) any other right or remedy which Purchaser may otherwise have against        
Seller either at law, in equity or otherwise.  Purchaser agrees that its        
rights hereunder against Seller shall be limited to Seller's interest in        
the Property and Seller shall have no personal liability to Purchaser           
hereunder beyond Seller's interest in the Property.                             

19.   ASSIGNABILITY OF AGREEMENT.  Without the prior written consent  
of Seller, Purchaser shall not, voluntarily or by operation of law, sell,       
assign, transfer, convey, hypothecate or otherwise assign to any transferee     
or transferees all or any part of its rights under this Agreement and any       
such attempted assignment shall be void ab initio.                              

20.   GENERAL PROVISIONS.                                             

A.    AGREEMENT BINDING.  This Agreement shall be binding upon each   
party hereto and such party's successors and assigns and shall inure to the     
benefit of each party hereto and such party's successors and permitted          
assigns.                                                                        

B.    ENTIRE AGREEMENT.  This Agreement and all the exhibits          
referenced herein and annexed hereto contain the entire agreement of the        
parties hereto with respect to the matters contained herein, and no prior       
agreement or understanding pertaining to any of the matters connected with      
this transaction shall be effective for any purpose.  Except as may be          
otherwise provided herein, the agreements embodied herein may not be            
amended except by an agreement in writing signed by the parties hereto.         

C.    EXECUTION NECESSARY.  This Agreement shall not be binding upon  
Seller until fully executed and delivered by a proper official of Seller,       
and no action taken by Seller's corporate executives shall be deemed an         
acceptance of this Agreement until this Agreement has been so executed by       
Seller and delivered to Purchaser.                                              

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D.    CONFIDENTIALITY.  The transaction contemplated by this          
Agreement, this Agreement and all documents and information concerning          
Seller and the Property furnished to Purchaser in connection with this          
Agreement are confidential and will be treated as such by the parties to        
this Agreement.  Neither Seller nor Purchaser without the consent of the        
other shall disclose the transaction contemplated by this Agreement in any      
way (except to the extent as may be required by law or as required by the       
Title Company).  If the purchase and sale of the Property under this            
Agreement fails to close for any reason, Purchaser shall immediately return     
to Seller all documents, materials and information furnished by Seller to       
Purchaser and the provisions of this Paragraph shall survive such failure.      
The foregoing shall not prohibit Purchaser or Seller from disclosing the        
existence of this Agreement, including any of its terms, to its lawyers,        
consultants, engineers, architects, advisors, Existing Lender or any other      
parties that Purchaser or Seller reasonably deem necessary in connection        
with the proposed purchase and sale of the Property, or to otherwise            
prudently proceed to closing, or as otherwise required by law.  Neither         
party shall issue any press release without the approval of the other           
party.  This provision shall survive closing.                                   

E.    TIME IS OF THE ESSENCE.  TIME IS OF THE ESSENCE of the          
transaction contemplated by this Agreement.                                     

F.    GOVERNING LAW.  This Agreement shall be governed by the laws of 
the state of Massachusetts.                                                     

G.    [INTENTIONALLY OMITTED]                                         

H.    EXCLUSIVE APPLICATION.  Nothing in this Agreement is intended   
or shall be construed to confer upon or to give to any person, firm or          
corporation other than the Parties hereto any right, remedy or claim under      
or by reason of this Agreement.  All terms and conditions of this Agreement     
shall be for the sole and exclusive benefit of the parties hereto and may       
not be assigned.                                                                

I.    PARTIAL INVALIDITY.  If all or any portion of any of the        
provisions of this Agreement shall be declared invalid by laws applicable       
thereto, then the performance of said offending provision shall be excused      
by the parties hereto; provided, however, that, if the performance of such      
excused provision materially affects any material aspect of this                
transaction, then the party hereto for whose benefit such excused provision     
was inserted in this Agreement shall have the right, exercisable by written     
notice given to the other party within ten days after such provision is so      
declared invalid, to terminate this Agreement; thereupon this Agreement         
shall be null and void, and the Earnest Money shall be promptly refunded in     
full to Purchaser.                                                              

J.    INTERPRETATION.  The titles, captions and paragraph headings    
are inserted for convenience only and are in no way intended to interpret,      
define, limit or expand the scope or content of this Agreement or any           
provision hereof.  If any party to this Agreement is made up of more than       
one person or entity, then all such persons and entities shall be included      
jointly and severally, even though the defined term for such party is used      
in the singular in this Agreement.  If any time period under this Agreement     
ends on a day other than a Business Day, then the time period shall be          
extended until the next business day.  This Agreement shall be construed        
without regard to any presumption or other rule requiring construction          
against the party causing this Agreement to be drafted.  If any words or        
phrases in this Agreement shall have been stricken out or otherwise             
eliminated, whether or not any other words or phrases have been added, this     
Agreement shall be construed as if the words or phrases so stricken out or      
otherwise eliminated were never included in this Agreement and no               
implication or inference shall be drawn from the fact that said words or        
phrases were so stricken out or otherwise eliminated.  All references in        
this Agreement to "the date of this Agreement" shall be deemed to refer to      
that date of acceptance of this Agreement.                                      

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K.    PURCHASER'S WAIVER RIGHT.  The Purchaser reserves the right to  
waive, in whole or in part, any provision hereof which is for the benefit       
of Purchaser.                                                                   

L.    COUNTERPARTS.  This Agreement may be executed in separate       
counterparts.  It shall be fully executed when each party whose signature       
is required has signed at least one counterpart even though no one              
counterpart contains the signatures of all of the parties to this               
Agreement.                                                                      

M.    NO IMPLIED WAIVER.  Unless otherwise expressly provided herein, 
no waiver by Seller or Purchaser of any provision hereof shall be deemed to     
have been made unless expressed in writing and signed by such party.  No        
delay or omission in the exercise of any right or remedy accruing to Seller     
or Purchaser upon any breach under this Agreement shall impair such right       
or remedy or be construed as a waiver of any such breach theretofore or         
thereafter occurring.  The waiver by Seller or Purchaser of any breach of       
any term, covenant or condition herein stated shall not be deemed to be a       
waiver of any other breach, or of a subsequent breach of the same or any        
other term, covenant or condition herein contained.                             

N.    RIGHTS CUMULATIVE.  All rights, powers, options or remedies     
afforded to Seller or Purchaser either hereunder or by law shall be             
cumulative and not alternative, and the exercise of one right, power,           
option or remedy shall not bar other rights, powers, options or remedies        
allowed herein or by law, unless expressly provided to the contrary herein.     

O.    MEMORANDUM OR SHORT FORM OF AGREEMENT.  At either party's       
request, a memorandum or short form of this Agreement in recordable form        
shall be executed and delivered to the other party.                             

P.    EXHIBITS.  The exhibits referred to in and attached to this     
Agreement are incorporated herein in full by reference.                         

Q.    ATTORNEY'S FEES.  Should either party employ an attorney or     
attorneys to enforce any of the provisions hereof or to protect its             
interest in any manner arising under this Agreement, or to recover damages      
for breach of this Agreement, the non-prevailing party in any action            
pursued in a court of competent jurisdiction (the finality of which is not      
legally contested) agrees to pay to the prevailing party all reasonable         
costs, damages and expenses, including attorney's fees, expended or             
incurred in connection therewith.                                               

R.    LIMITATION ON RIGHTS AND REMEDIES.   NOTWITHSTANDING ANYTHING   
TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY OTHER AGREEMENT OR        
INSTRUMENT ENTERED INTO IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY      
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE AGREEMENTS OR INSTRUMENTS      
TO BE ENTERED INTO AT OR IN CONNECTION WITH CLOSING (COLLECTIVELY, THE          
"DOCUMENTS"):                                                                   

1.    PURCHASER'S RIGHTS AND REMEDIES IN THE EVENT SELLER FAILS TO    
COMPLY WITH ANY OBLIGATION ("OBLIGATION") UNDER ANY DOCUMENT, INCLUDING,        
BUT NOT LIMITED TO ANY REPRESENTATION, WARRANTY, COVENANT AND INDEMNITY         
(OTHER THAN SELLER'S FAILURE TO MAKE THE CONVEYANCE AT CLOSING SET FORTH IN     
PARAGRAPH 8) SHALL BE LIMITED TO THE RIGHT TO TERMINATE THIS AGREEMENT ON       
OR BEFORE THE CLOSING DATE.                                                     

2.    NO OBLIGATION OF SELLER SHALL SURVIVE THE CLOSING (OTHER THAN   
THE OBLIGATION TO TURN OVER RENTS RECEIVED).                                    

3.    SELLER SHALL NOT BE OBLIGATED TO PERFORM ANY ACT OR EXECUTE ANY 
DOCUMENT WHICH REQUIRES INCURRING OUT OF POCKET COSTS (OTHER THAN ITS OWN       
LEGAL FEES).                                                                    

EX-10.1
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4.    SELLER SHALL NOT BE REQUIRED TO CLOSE THE TRANSACTION           
CONTEMPLATED BY THIS AGREEMENT UNLESS A PARENT OR AFFILIATE OF PURCHASER        
SHALL HAVE ACQUIRED FROM EXISTING LENDER (AND GIVEN TO SELLER EVIDENCE          
THEREOF REASONABLY SATISFACTORY TO SELLER) ALL RIGHT, TITLE AND INTEREST OF     
EXISTING LENDER IN AND TO THE EXISTING LOAN DOCUMENTS, INCLUDING BUT NOT        
LIMITED TO ANY RIGHT WHICH EXISTING LENDER MAY HAVE TO ASSERT ANY CLAIM,        
ACTION OR CAUSE OF ACTION AGAINST SELLER.                                       

5.    THERE SHALL BE NO PRORATIONS OF ANY KIND OR OBLIGATIONS TO PAY  
ANY AMOUNTS TO PURCHASER OR ANY OTHER PERSON OR ENTITY, WHETHER OR NOT ANY      
SUCH AMOUNTS ARE DELINQUENT, INCLUDING, BUT NOT LIMITED TO TAXES.               
PURCHASER ACKNOWLEDGES AND AGREES THAT THE EXISTING LOAN DOCUMENTS IMPOSE       
UPON SELLER CERTAIN OBLIGATIONS WITH RESPECT TO PAYMENT OF AVAILABLE CASH       
FLOW.  THE RIGHTS OF THE HOLDER OF THE EXISTING LOAN DOCUMENTS SHALL BE         
LIMITED TO THE EXTENT SET FORTH THEREIN, INCLUDING BUT NOT LIMITED TO           
PARAGRAPH 36 OF THE SECURITY AGREEMENT AND MORTGAGE DEEDS DESCRIBED IN          
EXHIBIT ___ HERETO.                                                             

6.    WITHOUT LIMITATION ON THE FOREGOING, BUT IN ADDITION THERETO,   
NEITHER SELLER NOR ANY PRESENT OR FUTURE ADVISOR, TRUSTEE, DIRECTOR,            
OFFICER, EMPLOYEE, BENEFICIARY, SHAREHOLDER, PARTICIPANT, DIRECT OR             
INDIRECT PARTNER OR AGENT OF SELLER, OR ANY OTHER PERSON OR ENTITY, SHALL       
HAVE ANY PERSONAL LIABILITY, DIRECTLY OR INDIRECTLY, UNDER OR IN CONNECTION     
WITH THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENTS ENTERED INTO IN             
CONNECTION HEREWITH; AND PURCHASER AND ITS SUCCESSORS AND ASSIGNS, AND,         
WITHOUT LIMITATION, ALL OTHER PERSONS, AND ENTITIES SHALL LOOK SOLELY TO        
SELLER'S INTEREST IN THE PROPERTY FOR THE PAYMENT OF ANY CLAIM OR FOR ANY       
PERFORMANCE; AND PURCHASER HEREBY WAIVES ANY AND ALL SUCH PERSONAL              
LIABILITY.  THE LIMITATIONS OF LIABILITY APPLICABLE TO SELLER ARE IN            
ADDITION TO, AND NOT IN LIMITATION OF, ANY LIMITATION OF LIABILITY PROVIDED     
BY LAW OR BY ANY OTHER CONTRACT, AGREEMENT OR INSTRUMENT.                       

IN WITNESS WHEREOF, Purchaser and Seller have executed this Agreement 
under seal as of the day and year first above written.                          

SELLER:                             

 260 Franklin Street Associates Trust,
a Massachusetts business trust      

By:                                 
      ------------------------------

   not personally but solely as Trustee of
260 Franklin Street Associates Trust
 as aforesaid for self and co-trustees

PURCHASER:                          

     260 Franklin, Inc., a Florida Corporation

By:                                 
      ------------------------------
Title:                              
      ------------------------------
    (CORPORATE SEAL)

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/16/98							None on these Dates
For Period End:		1/2/98		1		6
		12/30/97		1		7
		12/4/96		10
		1/1/94		10
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