Shopco Regional Malls LP – ‘DEFM14A’ on 2/1/00 – EX-10

On:  Tuesday, 2/1/00   ·   Accession #:  893750-0-65   ·   File #:  1-10217

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Definitive Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Solicitation Material -- Merger      77    261K 
                          or Acquisition                                         
 2: EX-10       Material Contract                                     70    206K 
 3: EX-10.1     Material Contract                                      3     13K 
 4: EX-10.2     Material Contract                                      9     25K 
 5: EX-10.3     Material Contract                                      2     11K 
 6: EX-10.4     Material Contract                                     16     47K 
 7: EX-12       Statement re: Computation of Ratios                   39    158K 
 8: EX-12.1     Statement re: Computation of Ratios                    9     38K 
 9: EX-12.2     Statement re: Computation of Ratios                    9     42K 
10: EX-12.3     Statement re: Computation of Ratios                   10     45K 
11: EX-20       Other Document or Statement to Security Holders       68    241K 
12: EX-20.1     Other Document or Statement to Security Holders        1      7K 
13: EX-20.2     Other Document or Statement to Security Holders        2     16K 

EX-10   —   Material Contract
Exhibit Table of Contents

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                                                              ANNEX IV

AGREEMENT OF PURCHASE AND SALE  

among 

SHOPCO MALLS L.P., the SELLER 

and 

BARKER PACIFIC GROUP, INC., the BUYER 

As of September __, 1999  

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TABLE OF CONTENTS 
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                                                                        Page

ARTICLE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1  

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1  
   Section 1.1    Defined Terms.  . . . . . . . . . . . . . . . . . . . .  1

ARTICLE II  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5  

SALE, PURCHASE PRICE AND CLOSING  . . . . . . . . . . . . . . . . . . . . .  5  
   Section 2.1  Sale of Asset.  . . . . . . . . . . . . . . . . . . . . .  5
   Section 2.2  Earnest Money.  . . . . . . . . . . . . . . . . . . . . .  6
   Section 2.3  The Closing   . . . . . . . . . . . . . . . . . . . . . .  7

ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8  

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER . . . . . . . . . .  8  
   Section 3.1  General Seller Representations and Warranties   . . . . .  8
        (a)  Formation; Existence   . . . . . . . . . . . . . . . . . . .  8
        (b)  Power and Authority  . . . . . . . . . . . . . . . . . . . .  8
        (c)  No Consents  . . . . . . . . . . . . . . . . . . . . . . . .  8
        (d)  No Conflicts   . . . . . . . . . . . . . . . . . . . . . . .  8
        (e)  Foreign Person   . . . . . . . . . . . . . . . . . . . . . .  8
Section 3.2  Representations and Warranties of the Seller as to the   
        Asset   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
        (a)  Ownership of the Asset   . . . . . . . . . . . . . . . . . .  8
        (b)  Material Contracts   . . . . . . . . . . . . . . . . . . . .  9
        (c)  Space Leases   . . . . . . . . . . . . . . . . . . . . . . .  9
        (d)  Brokerage Commissions  . . . . . . . . . . . . . . . . . . .  9
        (e)  Condemnation   . . . . . . . . . . . . . . . . . . . . . . .  9
        (f)  Litigation   . . . . . . . . . . . . . . . . . . . . . . . .  9
   Section 3.3  Covenants of the Seller Prior to Closing  . . . . . . . . 10
        (a)  Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . 10
        (b)  Operation  . . . . . . . . . . . . . . . . . . . . . . . . . 10
        (c)  New Contracts  . . . . . . . . . . . . . . . . . . . . . . . 10
        (d)  New Leases   . . . . . . . . . . . . . . . . . . . . . . . . 10
        (e)  Litigation   . . . . . . . . . . . . . . . . . . . . . . . . 11
        (f)  Sale of Personal Property  . . . . . . . . . . . . . . . . . 11
        (g)  Performance Under Space Leases   . . . . . . . . . . . . . . 12
        (h)  Subordination, Non-Disturbance and Attornment Agreements . . 12
   Section 3.4  Survival of Representations and Warranties  . . . . . . . 12

ARTICLE IV  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12  

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER  . . . . . . . . . . 12  
   Section 4.1  Representations, Warranties and Covenants of the Buyer.   12

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        (a)  Formation; Existence   . . . . . . . . . . . . . . . . . . . 12
        (b)  Power; Authority   . . . . . . . . . . . . . . . . . . . . . 12
        (c)  No Consents  . . . . . . . . . . . . . . . . . . . . . . . . 12
        (d)  No Conflicts   . . . . . . . . . . . . . . . . . . . . . . . 13
        (e)  Examination; No Contingencies  . . . . . . . . . . . . . . . 13
        (f)  Good Faith Efforts   . . . . . . . . . . . . . . . . . . . . 16
        (g)  Brokerage Commissions  . . . . . . . . . . . . . . . . . . . 16

ARTICLE V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16  

CONDITIONS PRECEDENT TO CLOSING . . . . . . . . . . . . . . . . . . . . . . 16  
   Section 5.1  Conditions Precedent To Seller's Obligations.   . . . . . 16
   Section 5.2  Conditions to the Buyer's Obligations.  . . . . . . . . . 18

ARTICLE VI  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19  

CLOSING DELIVERIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19  

ARTICLE VII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21  

INSPECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21  
   Section 7.1  Right of Inspection.  . . . . . . . . . . . . . . . . . . 21
   Section 7.2  Due Diligence Period  . . . . . . . . . . . . . . . . . . 22

ARTICLE VIII  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22  

TITLE AND PERMITTED EXCEPTIONS  . . . . . . . . . . . . . . . . . . . . . . 22  
   Section 8.1  Permitted Exceptions  . . . . . . . . . . . . . . . . . . 22
   Section 8.2  Title Report  . . . . . . . . . . . . . . . . . . . . . . 23
   Section 8.3  Use of Purchase Price to Discharge Title Exceptions   . . 23
   Section 8.4  Inability to Convey   . . . . . . . . . . . . . . . . . . 23
   Section 8.5  Rights in Respect of Inability to Convey  . . . . . . . . 24
   Section 8.6  Voluntary Title Exceptions  . . . . . . . . . . . . . . . 24
   Section 8.7  The Buyer's Right to Accept Title   . . . . . . . . . . . 25
   Section 8.8  Cooperation   . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE IX  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25  

TRANSACTION COSTS; RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . 25  
   Section 9.1  Transaction Costs.  . . . . . . . . . . . . . . . . . . . 25
   Section 9.2  Risk of Loss.   . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE X . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27  

ADJUSTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27  
   Section 10.1  Fixed Rents.   . . . . . . . . . . . . . . . . . . . . . 27
   Section 10.2  Overage Rents.   . . . . . . . . . . . . . . . . . . . . 28

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   Section 10.3  Taxes and Assessments.   . . . . . . . . . . . . . . . . 30
   Section 10.4  Water and Sewer Charges.   . . . . . . . . . . . . . . . 31
   Section 10.5  Utility Charges.   . . . . . . . . . . . . . . . . . . . 31
   Section 10.6  Material Contracts.  . . . . . . . . . . . . . . . . . . 32
   Section 10.7  Leasing Costs  . . . . . . . . . . . . . . . . . . . . . 32
   Section 10.8  Miscellaneous Revenues.  . . . . . . . . . . . . . . . . 32
   Section 10.9  Supplies.  . . . . . . . . . . . . . . . . . . . . . . . 32
   Section 10.10  Security Deposits.  . . . . . . . . . . . . . . . . . . 33
   Section 10.11  Employee Costs.   . . . . . . . . . . . . . . . . . . . 33
   Section 10.12  Other.  . . . . . . . . . . . . . . . . . . . . . . . . 33
   Section 10.13  Re-Adjustment   . . . . . . . . . . . . . . . . . . . . 33

ARTICLE XI  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33  

INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33  
  Section 11.1    Indemnification by the Seller . . . . . . . . . . . . . 33
  Section 11.2    Indemnification by the Buyer  . . . . . . . . . . . . . 34
  Section 11.3    Survival  . . . . . . . . . . . . . . . . . . . . . . . 34
  Section 11.4    Indemnification as Sole Remedy  . . . . . . . . . . . . 35

ARTICLE XII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35  

TAX CERTIORARI PROCEEDINGS  . . . . . . . . . . . . . . . . . . . . . . . . 35  
   Section 12.1  Prosecution and Settlement of Proceedings.   . . . . . . 35
   Section 12.2  Application of Refunds or Savings.   . . . . . . . . . . 35
   Section 12.3  Survival.  . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE XIII  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36  

DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36  
   Section 13.1  Default.   . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE XIV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36  

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36  
   Section 14.1   Exculpation of Seller.  . . . . . . . . . . . . . . . . 36
   Section 14.2   Brokers.  . . . . . . . . . . . . . . . . . . . . . . . 37
Section 14.3   Confidentiality; Press Release,                        
                    IRS Reporting Requirements  . . . . . . . . . . . . . 37
   Section 14.4   Escrow Provisions   . . . . . . . . . . . . . . . . . . 38
   Section 14.5   Successors and Assigns; No Third-Party Beneficiaries  . 39
   Section 14.6   Assignment.   . . . . . . . . . . . . . . . . . . . . . 39
   Section 14.7   Further Assurances.   . . . . . . . . . . . . . . . . . 39
   Section 14.8   Notices.  . . . . . . . . . . . . . . . . . . . . . . . 40
   Section 14.9   Entire Agreement.   . . . . . . . . . . . . . . . . . . 41
   Section 14.10  Amendments.   . . . . . . . . . . . . . . . . . . . . . 41
   Section 14.11  No Waiver.  . . . . . . . . . . . . . . . . . . . . . . 41
   Section 14.12  Governing Law.  . . . . . . . . . . . . . . . . . . . . 41
   Section 14.13  Submission to Jurisdiction.   . . . . . . . . . . . . . 41
   Section 14.14  Severability.   . . . . . . . . . . . . . . . . . . . . 42
   Section 14.15  Section Headings.   . . . . . . . . . . . . . . . . . . 42
   Section 14.16  Counterparts.   . . . . . . . . . . . . . . . . . . . . 42

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   Section 14.17  Acceptance of Deed.   . . . . . . . . . . . . . . . . . 42
   Section 14.18  Construction.   . . . . . . . . . . . . . . . . . . . . 42
   Section 14.19  Recordation.  . . . . . . . . . . . . . . . . . . . . . 42
   Section 14.20  Waiver of Jury Trial.   . . . . . . . . . . . . . . . . 43

Exhibits                                                                        

Exhibit A      -    Assignment of Leases                                        
Exhibit B      -    Assignment of Contracts                                     
Exhibit C      -    Tenant Notices                                              
Exhibit D      -    Special Warranty Deed                                       
Exhibit E      -    Bill of Sale                                                
Exhibit F      -    FIRPTA Certificate                                          

Schedules                                                                       

Schedule A     -    Legal Description                                           
Schedule B     -    Existing Title Policy and Survey                            
Schedule C     -    Third Party Loan                                            
Schedule D     -    Consents                                                    
Schedule E     -    Material Contracts                                          
Schedule F     -    Space Leases                                                
Schedule F-1   -    Temporary Leases                                            
Schedule G     -    Brokerage Commissions                                       
Schedule H     -    Litigation                                                  
Schedule I     -    Buyer Consents                                              
Schedule J     -    Security Deposits Held By the Seller                        

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AGREEMENT OF PURCHASE AND SALE    
------------------------------    

     AGREEMENT OF PURCHASE AND SALE (this "Agreement"), made as of the
11th day of September, 1999 by and among SHOPCO MALLS L.P., a Delaware          
limited partnership ("Seller"), and BARKER PACIFIC GROUP, INC., a Delaware      
corporation ("Buyer"), and FIRST AMERICAN TITLE INSURANCE COMPANY, as escrow    
agent ("Escrow Agent")                                                          

Background  
----------  

    A.   The Seller is the owner of the land described in Schedule A
attached hereto, together with the buildings and other improvements thereon     
(collectively, the "Property").  The Property, together with the Asset-         
Related Property (as defined below) with respect to the Property, shall be      
referred to herein, collectively, as the "Asset".                               

       B.   The Seller desires to sell to the Buyer, and the Buyer desires
to purchase from the Seller, the Asset on the terms and conditions              
hereinafter set forth.                                                          

AGREEMENT 
--------- 

NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable         
consideration, the receipt and sufficiency of which are hereby acknowledged,    
the parties hereby agree as follows:                                            

ARTICLE I 

DEFINITIONS 
----------- 

     Section 1.1     Defined Terms.  The capitalized terms used herein
will have the following meanings.                                               

      "Additional Earnest Money" shall have the meaning assigned thereto
in subsection 2.2(b)(ii).                                                       

      "Agreement" shall mean this Agreement of Purchase and Sale and all
amendments hereto, together with the exhibits and schedules attached hereto,    
as the same may be amended, restated, supplemented or otherwise modified.       

   "Asset" shall have the meaning assigned thereto in "Background"
paragraph A.                                                                    

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      "Asset File" shall mean the materials with respect to the Property
previously delivered to the Buyer or its representatives by or on behalf of     
the Seller.                                                                     

       "Asset-Related Property" shall have the meaning assigned thereto in
subsection 2.1(b).                                                              

     "Assignment of Contracts" shall have the meaning assigned thereto
in Article VI.                                                                  

     "Assignment of Leases" shall have the meaning assigned thereto in
Article VI.                                                                     

     "Bill of Sale" shall have the meaning assigned thereto in Article
VI.                                                                             

      "Business Day" shall mean any day other than a Saturday, Sunday or
other day on which banks are authorized or required by law to be closed in      
New York City, New York.                                                        

      "Buyer" shall have the meaning assigned thereto in the Preamble to
this Agreement.                                                                 

   "Closing" shall have the meaning assigned thereto in subsection
2.3(a).                                                                         

"Closing Date" shall have the meaning assigned thereto in   
subsection 2.3(a).                                                              

     "Condition of the Assets" shall have the meaning assigned thereto
in subsection 4.1(e)(ii).                                                       

 "Deed" shall have the meaning assigned thereto in Article VI.

   "Due Diligence Expiration Date" shall have the meaning assigned
thereto in subsection 7.2(a).                                                   

"Earnest Money" shall have the meaning assigned thereto in  
subsection 2.2(b).                                                              

"Escrow Account" shall have the meaning assigned thereto in 
subsection 14.5(a).                                                             

"Escrow Agent" shall have the meaning assigned thereto in   
subsection 2.2(b)(i).                                                           

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"Existing Survey" shall mean the survey with respect to the 
Property listed on Schedule B attached hereto.                                  

"Existing Title Policy" shall mean the title commitment with
respect to the Property listed on Schedule B attached hereto.                   

       "Fixed Rents" shall have the meaning assigned thereto in subsection
10.1(a).                                                                        

    "Hazardous Materials" shall have the meaning assigned thereto in
subsection 4.1(e)(ii)(A).                                                       

      "Initial Earnest Money" shall have the meaning assigned thereto in
subsection 2.2(b)(i).                                                           

"Insignia" shall mean Insignia/ESG, Inc.                    

"IRS" shall mean the Internal Revenue Service.              

"IRS Reporting Requirements" shall have the meaning assigned
thereto in subsection 14.4(b).                                                  

"Lender" shall mean Metropolitan Life Insurance Company.    

     "Limited Partner Approval" shall mean approval to the transaction
by over 66.66% of the limited partners of Shopco Regional Malls, L.P.           

   "Material Contracts" shall have the meaning assigned thereto in
subsection 3.2(b).                                                              

"Overage Rent" shall have the meaning assigned thereto in   
subsection 10.2(a).                                                             

"Permitted Exceptions" shall mean (i) the Space Leases and  
Temporary Leases affecting the Property and any Space Leases, and Temporary     
Leases entered into after the date, and in accordance with the terms, of this   
Agreement, (ii) liens for current real estate taxes which are not yet due and   
payable, (iii) standard exceptions and provisions contained in forms of title   
insurance policies, (iv) subject to the adjustments provided for herein, any    
service, installation, connection or maintenance charge due after Closing and   
charges for sewer, water, electricity, telephone, cable television or gas,      
(v) rights of vendors and holders of security interests on personal property    
installed on the Property by tenants and rights of tenants to remove trade      
fixtures at the expiration of the term of the Space Leases of such tenants,     
(vi) matters contained in the updated title commitment or survey with respect   
to the Property obtained by the Buyer as required under Section 8.2 which       
matters do not qualify as Permitted Exceptions under one of the other clauses   

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of this definition and with respect to which either (A) the Buyer has not       
raised an objection within the time period required in Section 8.2 or (B) the   
Buyer has raised an objection within the time period required in Section 8.2    
and the Seller has not agreed to cause such title exception to be removed       
prior to Closing, and (vii) any other restrictions, easements, encumbrances     
and other exceptions encumbering the Property which do not individually         
materially interfere with the continued use of the relevant Property (the       
matters described in clauses (i) through (vi) above, collectively, the          
"Permitted Exceptions").                                                        

"Person" shall mean a natural person, partnership, limited  
partnership, limited liability company, corporation, trust, estate,             
association, unincorporated association or other entity.                        

      "Property" shall have the meaning assigned thereto in "Background"
paragraph A.                                                                    

"Purchase Price" shall have the meaning assigned thereto in 
subsection 2.2(a).                                                              

 "Reporting Person" shall have the meaning assigned thereto in
subsection 14.4(b).                                                             

       "Seller" shall have the meaning assigned thereto in the Preamble to
this Agreement.                                                                 

     "Seller-Related Entities" shall have the meaning assigned thereto
in subsection 10.2.                                                             

      "Seller's Knowledge" shall mean the actual knowledge of the Seller
based upon the actual knowledge of Michael T. Marron, without any duty on the   
part of any such executive officer or other Person to conduct any independent   
investigation or make any inquiry of any Person.                                

       "Space Lease" shall have the meaning assigned thereto in subsection
3.2(c).                                                                         

"Temporary Lease" shall have the meaning assigned thereto in
subsection 3.2(c).                                                              

       "Tenant Notices" shall have the meaning assigned thereto in Article
VI.                                                                             

  "Third Party Loan" shall mean the loan described on Schedule C
attached hereto.                                                                

       "TI Costs" shall have the meaning assigned thereto in Section 10.7.

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"Voluntary Title Exceptions" shall mean with respect to the 
Property, title exceptions affecting the Property that are knowingly and        
intentionally created by the Seller after the date of this Agreement through    
the execution by the Seller of one or more instruments creating or granting     
such title exceptions; provided, however, that the term "Voluntary Title        
Exceptions" as used in this Agreement shall not include the following: (a)      
any Permitted Exceptions; (b) Space Leases or Temporary Leases for the          
Property or any title exception created pursuant to a Space Lease or a          
Temporary Lease for the Property by the tenant thereunder; (c) any title        
exceptions that are approved, waived or deemed to have been approved or         
waived by the Buyer or that are created in accordance with the provisions of    
this Agreement; (d) any title exceptions which, pursuant to a Space Lease or    
a Temporary Lease for the Property or otherwise, are to be discharged by a      
tenant or occupant of the Property; (e) mechanic's or materialman's liens or    
(f) any federal, state county and municipal tax liens.                          

ARTICLE II  

SALE, PURCHASE PRICE AND CLOSING  
--------------------------------  

     Section 2.1  Sale of Asset.  (a) On the Closing Date and pursuant
to the terms and subject to the conditions set forth in this Agreement, the     
Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller,   
the Asset.                                                                      

 (b)  The transfer of the Asset to the Buyer shall include the
transfer of all Asset-Related Property with respect to the Asset.  For          
purposes of this Agreement, "Asset-Related Property" shall mean all of the      
Seller's right, title and interest in and to (A) all easements, covenants and   
other rights appurtenant to the Property and all right, title and interest of   
the Seller, if any, in and to any land lying in the bed of any street, road,    
avenue or alley, open or closed, in front of or adjoining the Property and to   
the center line thereof, (B) all furniture, fixtures, equipment and other       
personal property (except items owned or leased by tenants or which are         
leased by the Seller) which are now, or may hereafter prior to the Closing      
Date be, placed in or attached to the Property, (C) to the extent they may be   
transferred under applicable law, all licenses, permits and authorizations      
presently issued in connection with the operation of all or any part of the     
Property as it is presently being operated, (D) to the extent assignable, all   
warranties, if any, issued to the Seller by any manufacturer or contractor in   
connection with construction or installation of equipment or any component of   
the improvements included as part of the Property, (E) to the extent            
assignable, all service, supply and maintenance contracts (if any) held by      
the Seller with respect to the Property and its mechanical equipment,           
elevators and other elements, (F) to the extent assignable, all trade names     

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and general intangibles relating to the Property and (G) all leases,            
licenses, contracts and other agreements, to the extent transferable, for the   
use and occupancy of all or any part of the Property and all security and       
escrow deposits held by the Seller in connection with any such leases,          
licenses, contracts and other agreements.                                       

     Section 2.2  Earnest Money.  (a)  The consideration for the Asset
shall be equal to Thirty-Four Million Six Hundred and Eighty Thousand Dollars   
($34,680,000) (the "Purchase Price"), which shall be paid by the Buyer to the   
Seller at the Closing by wire transfer of funds, provided that such amount      
shall be reduced by the Earnest Money (as defined below) and adjusted for       
Closing adjustments as described in Article X below.                            

  (b) The Purchase Price shall be paid to the Seller as follows:

       (i)  upon execution of this Agreement, the Buyer shall deposit with
 Escrow Agent an amount equal to Two Hundred Thousand Dollars ($200,000)
  (together with any interest earned thereon, the "Initial Earnest Money")
in immediately available funds by wire transfer to such account as    
Escrow Agent shall designate to Escrow Agent.                         

(ii)  on or before the Due Diligence Expiration Date (as    
hereinafter defined), unless this Agreement is terminated pursuant to 
the terms of Article VII or as may be otherwise provided in this      
Agreement, Buyer shall deposit with Escrow Agent by wire transfer of  
 immediately available funds, an additional downpayment in the amount of
$200,000 (the "Additional Earnest Money").  The Initial Earnest Money 
  and all interest earned thereon, and, as of the Due Diligence Expiration
Date, the Additional Earnest Money and all interest earned thereon,   
shall be hereinafter referred to as the Earnest Money.                

    The Earnest Money shall be held in escrow in accordance with the
provisions of Section 14.4 and shall be nonrefundable to the Buyer    
except if all of the conditions set forth in Section 5.2 have not been
 met by the Closing Date or otherwise as set forth in Article VII below.

(iii) on the Closing Date, (A) the Buyer shall deliver the  
remainder of the Purchase Price to the Seller in immediately available
  funds by wire transfer to such account or accounts that the Seller shall
designate to the Buyer and (B) the Escrow Agent shall deliver the     
Earnest Money to Seller by wire transfer to such account or accounts  
that Seller shall designate to Buyer.                                 

    (c)  No adjustment shall be made to the Purchase Price except as
explicitly set forth in this Agreement.                                         

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       Section 2.3  The Closing.  (a) The closing of the sale and purchase
of the Asset (the "Closing") shall take place on (i) the day that is thirty     
(30) business days after the Due Diligence Expiration Date or (ii) on an        
earlier date suggested by Buyer and reasonably acceptable to Seller (the        
"Closing Date").                                                                

   (b) Seller shall have the right from time to time to extend the
Closing Date for a total of sixty (60) days after the contemplated Closing      
Date pending (i) Limited Partner Approval and (ii) Lender's scheduling of a     
Closing.  Buyer shall have the right from time to time to extend the Closing    
Date for a total of sixty (60) days after the contemplated Closing Date if      
required by Buyer's lender in connection with Buyer's financing of the          
Purchase Price.  Notwithstanding the foregoing, in the event the Closing has    
not occurred on the date that is ninety (90) after the original Closing Date,   
the Closing shall be held on such ninetieth day, TIME BEING OF THE ESSENCE      
WITH RESPECT THERETO.                                                           

       (c)  The Closing shall be held on the Closing Date at 10:00 A.M. at
the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,      
New York, or at such other location agreed upon by the parties hereto.          

ARTICLE III 

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER 
------------------------------------------------------- 

    Section 3.1  General Seller Representations and Warranties.  The
Seller hereby represents, warrants and covenants to the Buyer as of the date    
hereof and as of the Closing Date as follows:                                   

 (a)  Formation; Existence.  It is a limited partnership, duly
formed, validly existing and in good standing under the laws of the   
 state of Delaware.  Seller either is or as of Closing will be qualified
to do business and be in good standing under the laws of the State of 
Maryland.                                                             

       (b)  Power and Authority.  It has all requisite power and authority
to enter into this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby.  The execution,   
delivery and performance of this Agreement and the consummation of the
  transactions provided for in this Agreement have been duly authorized by
  all necessary action on its part.  This Agreement has been duly executed
and delivered by it and constitutes its legal, valid and binding      
 obligation, enforceable against it in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency,      
  reorganization, moratorium or other laws affecting creditors' rights and

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 by general principles of equity (whether applied in a proceeding at law
or in equity).                                                        

     (c)  No Consents.  Except (i) as set forth in Schedule D and (ii)
for any consent, license, approval, order, permit, authorization,     
  registration, filing or declaration, the failure of which to obtain will
not materially adversely effect (A) the Seller's ability to consummate
the transactions contemplated by this Agreement, (B) the ownership of 
the Asset or (C) the operation of the Property, no consent, license,  
 approval, order, permit or authorization of, or registration, filing or
declaration with, any court, administrative agency or commission or   
  other governmental authority or instrumentality, domestic or foreign, is
required to be obtained or made in connection with the execution,     
delivery and performance of this Agreement or any of the transactions 
required or contemplated hereby.                                      

 (d)  No Conflicts.  To the Seller's Knowledge, the execution,
delivery and compliance with, and performance of the terms and        
provisions of, this Agreement, and the sale of the Asset, will not (i)
except with respect to the consent disclosed on Schedule D hereto,    
conflict with or result in any violation of its organizational        
  documents, (ii) except with respect to the consent disclosed on Schedule
D hereto, conflict with or result in any violation of any provision of
  any bond, note or other instrument of indebtedness, contract, indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or  
instrument to which it is a party in its individual capacity, or (iii)
violate any existing term or provision of any order, writ, judgment,  
  injunction, decree, statute, law, rule or regulation applicable to it or
its assets or properties except, in each case, for any conflict or    
violation which (A) will not materially adversely effect (1) the      
Seller's ability to consummate the transactions contemplated by this  
Agreement, (2) the ownership of the Asset or (3) the operation of the 
Property or (B) arises under the documents evidencing or securing the 
 Third Party Loan (which Third Party Loan documents shall be released on
or before Closing).                                                   

 (e)  Foreign Person.  The Seller is not a "foreign person" as
  defined in Internal Revenue Code Section 1445 and the regulations issued
thereunder.                                                           

       Section 3.2  Representations and Warranties of the Seller as to the
Asset.  The Seller hereby represents, warrants and covenants to the Buyer as    
of the date hereof and as of the Closing Date, as follows:                      

   (a)  Ownership of the Asset.  It is the owner and holder of the
Asset and the Asset is held by it free and clear of any lien, pledge, 
charge, security interest, encumbrance, title retention agreement,    

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adverse claim or restriction except for the Permitted Exceptions and  
possible security interests which will be terminated prior to the     
Closing.  It has the right to sell the Asset pursuant to the terms of 
this Agreement. Upon transfer of the Property by it to the Buyer and  
upon delivery by the Buyer to the Seller of the Purchase Price, the   
Buyer will receive the Property free and clear of any encumbrances    
(other than the Permitted Exceptions and any encumbrances arising from
acts of the Buyer or its affiliates).  It has not prior to the date   
  hereof sold (or entered into an agreement to sell) the Asset (except for
  the possible granting of security interests, all of which will either be
terminated prior to, or taken subject to by Buyer at, the Closing).   

     (b)  Material Contracts.  To the Seller's Knowledge, all material
service, maintenance, supply, construction, development and management
  contracts ("Material Contracts") affecting the Property are set forth on
Schedule E attached hereto and the same have not been modified or     
 amended, except as shown in such documents.  To Seller's Knowledge, all
Material Contracts are terminable upon thirty days notice.            

       (c)  Space Leases.  With respect to the leases listed on Schedule F
attached hereto (the "Space Leases"), to the Seller's Knowledge such  
Space Leases constitute all the leases of space for over 1000 square  
feet relating to the Property under which the Seller is the holder of 
the landlord's interest.  True copies of the Space Leases have been   
delivered or made available to the Buyer.  With respect to the leases 
listed on Schedule F-1 attached hereto ("Temporary Leases"), to the   
Seller's knowledge, such Temporary Leases constitute all of the leases
of space under 1,000 square feet which the Seller is the holder of    
landlord's interest.                                                  

 (d)  Brokerage Commissions.  To the Seller's Knowledge, there
are no brokerage commissions or finders' fees payable by the          
landlord with respect to the current or any renewal term of any of    
the Space Leases or Temporary Leases other than those set forth on    
Schedule G attached hereto and the Seller has no agreement with any   
broker with respect to any renewal term of any Space Lease or         
Temporary Lease except as set forth in Schedule G.                    

(e)  Condemnation.  To the Seller's Knowledge, the Seller   
knows of no pending condemnation or similar proceedings affecting     
the Property, nor does the Seller have knowledge that any such        
action is threatened or contemplated.                                 

(f)  Litigation.  To the Seller's Knowledge, except as      
disclosed in Schedule H attached hereto, there are no actions,        
suits or proceedings pending against or affecting the Asset in any    
court or before or by an arbitration tribunal or regulatory           

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commission, department or agency which, if adversely determined,      
would materially adversely affect (1) the Seller's ability to         
consummate the transactions contemplated by this Agreement, (2) the   
ownership of the Asset or (3) the operation of the Property.          

  Section 3.3  Covenants of the Seller Prior to Closing.   Until
Closing, the Seller or the Seller's agents shall:                               

(a)  Insurance.  Keep the Property insured against fire and 
other hazards covered by the insurance policies maintained by the     
Seller on the date of this Agreement.                                 

(b)  Operation.  Operate and maintain the Property in a     
businesslike manner and substantially in accordance with the          
Seller's past practices with respect to the Property.                 

  (c)  New Contracts.  Enter into third party contracts relating
to the Property, provided that, without the prior written consent     
of the Buyer, which consent shall not be unreasonably withheld, the   
Seller will not enter into any new third party contracts unless any   
such contract (i) is necessary as a result of an emergency at the     
Property, or (ii) is a contract other than a construction contract    
being entered into for improvements contemplated by any proposed      
Space Lease or Temporary Lease (not entered into prior to the date    
hereof).  If the Seller enters into any third party contracts after   
the date of this Agreement, then the Seller shall promptly provide    
written notice and a copy thereof to the Buyer and unless such        
contract required the Buyer's approval pursuant to this paragraph     
and such approval was not obtained, the Buyer shall assume such       
contract at Closing, such contract shall be deemed added to           
Schedule E attached hereto and Schedule E shall be deemed amended     
at the Closing to include such contracts.  If a new contract          
requires the Buyer's approval and the Buyer does not object within    
five (5) Business Days after receipt of a copy of such contract,      
then the Buyer shall be deemed to have approved such contract.        
Additionally, provided that Seller shall be under no obligation to    
terminate, or deliver any notice of termination of, any Contracts     
prior to the Closing and Seller shall not be required to deliver      
any payments to any parties to any Contracts, Seller shall            
coordinate with, and assist Buyer in preparing for the termination    
of any Contracts Buyer desires to deliver notices of termination      
for on the Closing Date.                                              

 (d)  New Leases.  (i) Continue its present rental program and
efforts at the Property to rent vacant space, provided that without   
the prior consent of the Buyer, which consent shall not be            
unreasonably withheld, the Seller will not execute any new Space      

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Lease or Temporary Lease or amend, terminate or accept the            
surrender of any existing tenancies or approve any subleases all      
with respect to premises except that the Seller is authorized to      
(i) accept the termination of Space Leases and Temporary Leases at    
the end of their existing terms, (ii) enter into Space Leases and     
Temporary Leases with any of the tenants listed on Schedule I with    
respect to the specified space in the Property and (iii) amend,       
extend or renew any existing Space Lease or Temporary Lease           
provided that such amendment, extension or renewal is with any of     
the tenants listed on Schedule I.  If a new Space Lease or            
Temporary Lease or an amendment, renewal or extension of an           
existing Space Lease or Temporary Lease requires the Buyer's          
consent and the Buyer does not object within five (5) Business Days   
after receipt of a copy of such lease, amendment, extension or        
renewal, then the Buyer shall be deemed to have approved such Space   
Lease or Temporary Lease.                                             

 (ii)  If Seller enters into any Temporary Leases or any Space
Leases after the date of this Agreement, then (unless Buyer's approval
was required pursuant to this subsection (d) and such approval was not
obtained), the Buyer shall assume such Temporary Leases and such Space
 Leases at Closing, such Temporary Leases and such Space Leases shall be
deemed added to Schedule F and Schedule F-1 hereto, as applicable, and
such Schedules shall be deemed amended at the Closing to include such 
Temporary Leases and such Space Leases.                               

  (e)  Litigation.  The Seller will advise the Buyer promptly of
any litigation, arbitration proceeding or administrative hearing      
(including condemnation) before any governmental agency which         
affects any Asset in any material respect, which is instituted        
after the date of this Agreement and which, if adversely              
determined, would materially adversely affect (1) the Seller's        
ability to consummate the transactions contemplated by this           
Agreement, (2) the ownership of the Asset or (3) the operation of     
the Property.                                                         

 (f)  Sale of Personal Property.  The Seller will not transfer
or dispose of, or permit to be sold, transferred or otherwise         
disposed of, any item or group of items constituting personal         
property associated with the Property, except for the use and         
consumption of inventory, office and other supplies and spare         
parts, and the replacement of worn out, obsolete and defective        
tools, equipment and appliances, in the ordinary course of            
business.                                                             

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  (g)  Performance Under Space Leases.  The Seller will perform,
or cause its agents to perform, all obligations of landlord or        
lessor under the Temporary Leases and the Space Leases.               

  (h)  Subordination, Non-Disturbance and Attornment Agreements.
Seller shall, prior to Closing, cooperate with Buyer, at no cost or   
expense to Seller, in connection with delivering to tenants under     
Space Leases and Temporary Leases subordination, non-disturbance      
and attornment agreements to be executed in connection with Buyer's   
financing of the Purchase Price.                                      

Section 3.4  Survival of Representations and Warranties.  The         
representations and warranties of Seller contained in Sections 3.1 and 3.2      
hereof shall survive the Closing subject to the limitations set forth in        
Article XI hereof.                                                              

ARTICLE IV  

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BUYER  
------------------------------------------------------  

 Section 4.1  Representations, Warranties and Covenants of the
Buyer.  The Buyer hereby represents, warrants and covenants to the Seller as    
of the date hereof and as of the Closing Date as follows:                       

(a)  Formation; Existence.  Buyer is a corporation duly     
organized, validly existing and in good standing under the laws of    
the State of Delaware.                                                

 (b)  Power; Authority.  The Buyer has all requisite power and
authority to enter into this Agreement, to perform its obligations    
hereunder and to consummate the transactions contemplated hereby.     
The execution, delivery and performance of this Agreement, the        
purchase of the Asset and the consummation of the transactions        
provided for herein have been duly authorized by all necessary        
action on the part of the Buyer.  This Agreement has been duly        
executed and delivered by the Buyer and constitutes the legal,        
valid and binding obligation of the Buyer enforceable against the     
Buyer in accordance with its terms, except as such enforceability     
may be limited by bankruptcy, insolvency, reorganization,             
moratorium or other laws affecting creditors' rights and by general   
principles of equity (whether applied in a proceeding at law or in    
equity).                                                              

(c)  No Consents.  No consent, license, approval, order,    
permit or authorization of, or registration, filing or declaration    
with, any court, administrative agency or commission or other         

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governmental authority or instrumentality, domestic or foreign, is    
required to be obtained or made in connection with the execution,     
delivery and performance of this Agreement or any of the              
transactions required or contemplated hereby.                         

(d)  No Conflicts.  The execution, delivery and compliance  
with, and performance of the terms and provisions of, this            
Agreement, and the purchase of the Asset, will not (a) conflict       
with or result in any violation of its organizational documents,      
(b) conflict with or result in any violation of any provision of      
any bond, note or other instrument of indebtedness, contract,         
indenture, mortgage, deed of trust, loan agreement, lease or other    
agreement or instrument to which it is a party in its individual      
capacity, or (c) violate any existing term or provision of any        
order, writ, judgment, injunction, decree, statute, law, rule or      
regulation applicable to it or its assets or properties.              

(e)  Examination; No Contingencies.  (i)  Except as provided
in Article VII below, before entering into this Agreement, the        
Buyer has made such examination of the Asset and all other matters    
affecting or relating to the transactions contemplated hereunder as   
the Buyer has deemed necessary.  In entering into this Agreement,     
the Buyer has not been induced by and has not relied upon any         
written or oral representations, warranties or statements, whether    
express or implied, made by the Seller, any partner of Seller, or     
any agent, employee, or other representative of any of the            
foregoing or by any broker or any other person representing or        
purporting to represent the Seller, with respect to the Asset, the    
Condition of the Asset or any other matter affecting or relating to   
the transactions contemplated hereby, other than those expressly      
set forth in this Agreement.  The Buyer's obligations under this      
Agreement shall not be subject to any contingencies, diligence or     
conditions except as expressly set forth in this Agreement.  The      
Buyer acknowledges and agrees that, except as expressly set forth     
herein, the Seller makes no representations or warranties             
whatsoever, whether express or implied or arising by operation of     
law, with respect to the Asset or the Condition of the Asset.  The    
Buyer agrees that the Asset will be sold and conveyed to (and         
accepted by) the Buyer at the Closing in the then existing            
condition of the Asset, AS IS, WHERE IS, WITH ALL FAULTS, AND         
WITHOUT ANY WRITTEN OR VERBAL REPRESENTATIONS OR WARRANTIES           
WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING BY OPERATION OF     
LAW, other than representations and warranties of the Seller          
expressly set forth in this Agreement.  Without limiting the          
generality of the foregoing, except for the representations and       
warranties of the Seller contained in this Agreement, the             
transactions contemplated by this Agreement are without statutory,    

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express or implied warranty, representation, agreement, statement     
or expression of opinion of or with respect to (A) the Condition of   
the Asset or any aspect thereof, including, without limitation, any   
and all statutory, express or implied representations or warranties   
related to the suitability for habitation, merchantability, or        
fitness for a particular purpose, (B) the nature or quality of        
construction, structural design or engineering of the improvements    
included in the Property, (C) the quality of labor or materials       
included in the improvements included in the Property, (D) the soil   
conditions, drainage, topographical features, flora, fauna, or        
other conditions of or which affect the Property, (E) any             
conditions at or which affect the Property with respect to a          
particular use, purpose, development, potential or otherwise, (F)     
areas, size, shape, configuration, location, access, capacity,        
quantity, quality, cash flow, expenses, value, condition, make,       
model, composition, accuracy, completeness, applicability,            
assignability, enforceability, exclusivity, usefulness,               
authenticity or amount, (G) any statutory, express or implied         
representations or warranties created by any affirmation of fact or   
promise, by any description of the Asset or by operation of law,      
(H) any environmental, botanical, zoological, hydrological,           
geological, meteorological, structural, or other condition or         
hazard or the absence thereof heretofore, now or hereafter            
affecting in any manner the Property and (I) all other statutory,     
express or implied representations or warranties by the Seller        
whatsoever.  The Buyer acknowledges that the Buyer has knowledge      
and expertise in financial and business matters that enable the       
Buyer to evaluate the merits and risks of the transactions            
contemplated by this Agreement.                                       

(ii)  For purposes of this Agreement, the term "Condition of
the Asset" means the following matters:                               

(A)  Physical Condition of the Property.  The     
quality, nature and adequacy of the physical condition of   
the Property, including, without limitation, the quality    
of the design, labor and materials used to construct the    
improvements included in the Property; the condition of     
structural elements, foundations, roofs, glass,             
mechanical, plumbing, electrical, HVAC, sewage, and         
utility components and systems; the capacity or             
availability of sewer, water, or other utilities; the       
geology, flora, fauna, soils, subsurface conditions,        
groundwater, landscaping, and irrigation of or with         
respect to the Property, the location of the Property in    
or near any special taxing district, flood hazard zone,     
wetlands area, protected habitat, geological fault or       

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subsidence zone, hazardous waste disposal or clean-up       
site, or other special area, the existence, location, or    
condition of ingress, egress, access, and parking; the      
condition of the personal property and any fixtures; and    
the presence of any asbestos or other Hazardous             
Materials, dangerous, or toxic substance, material or       
waste in, on, under or about the Property and the           
improvements located thereon.  "Hazardous Materials"        
means (A) those substances included within the              
definitions of any one or more of the terms "hazardous      
substances," "toxic pollutants", "hazardous materials",     
"toxic substances", and "hazardous waste" in the            
Comprehensive Environmental Response, Compensation and      
Liability Act, 42 U.S.C. Section 9601 et seq. (as           
amended), the Hazardous Materials Transportation Act, as    
amended, 49 U.S.C. Sections 1801 et seq., the Resource      
Conservation and Recovery Act of 1976 as amended, 42        
U.S.C. Section 6901 et seq., Section 311 of the Clean       
Water Act and any similar state laws or any regulations     
issued under any such laws and (B) petroleum, radon gas,    
lead based paint, asbestos or asbestos containing           
material and polychlorinated biphenyls.                     

    (B)  Adequacy of the Asset.  The economic feasibility,
cash flow and expenses of the Asset, and habitability,      
merchantability, fitness, suitability and adequacy of the   
Property for any particular use or purpose.                 

    (C)  Legal Compliance of the Asset.  The compliance or
 non-compliance of the Seller or the operation of the Property
or any part thereof in accordance with, and the contents of,
(i) all codes, laws, ordinances, regulations, agreements,   
licenses, permits, approvals and applications of or with any
governmental authorities asserting jurisdiction over the    
Property, including, without limitation, those relating to  
zoning, building, public works, parking, fire and police    
access, handicap access, life safety, subdivision and       
subdivision sales, and Hazardous Materials, dangerous, and  
toxic substances, materials, conditions or waste, including,
without limitation, the presence of Hazardous Materials in, 
on, under or about the Property that would cause state or   
  federal agencies to order a clean up of the Property under any
applicable legal requirements and (ii) all agreements,      
covenants, conditions, restrictions (public or private),    
condominium plans, development agreements, site plans,      
building permits, building rules, and other instruments and 

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documents governing or affecting the use, management, and   
operation of the Property.                                  

   (D)  Matters Disclosed in the Scheduled Documents and
Asset File.  Those matters referred to in this Agreement and
 the documents listed on the Schedules attached hereto and the
matters disclosed in the Asset File.                        

(E)  Insurance.  The availability, cost, terms and
coverage of liability, hazard, comprehensive and any other  
insurance of or with respect to the Property.               

     (F)  Condition of Title.  The condition of title to the
Property, including, without limitation, vesting, legal     
description, matters affecting title, title defects, liens, 
encumbrances, boundaries, encroachments, mineral rights,    
options, easements, and access; violations of restrictive   
covenants, zoning ordinances, setback lines, or development 
agreements; the availability, cost, and coverage of title   
insurance; leases, rental agreements, occupancy agreements, 
rights of parties in possession of, using, or occupying the 
Property; and standby fees, taxes, bonds and assessments.   

(f)  Good Faith Efforts.  The Buyer shall use its good faith
efforts to consummate the Closing and fulfill each of its             
obligations hereunder.                                                

(g)  Brokerage Commissions.  Effective upon the Closing, the
Buyer assumes all obligations of the Seller to pay the brokerage      
commissions listed on Schedule G, which obligation shall survive      
the Closing and shall be confirmed in writing by the Buyer upon       
request by the Seller.                                                

Section 4.2  Survival of Representations and Warranties.  The         
representations and warranties of Buyer contained in Section 4.1 shall          
survive the Closing of this Agreement, subject to the limitations set forth     
in Article XI hereof.                                                           

ARTICLE V 

CONDITIONS PRECEDENT TO CLOSING 
------------------------------- 

   Section 5.1  Conditions Precedent To Seller's Obligations.  The
obligation of the Seller to consummate the transfer of the Asset to the Buyer   
on the Closing Date is subject to the satisfaction (or waiver by the Seller)    
as of the Closing of the following conditions:                                  

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(a) Each of the representations and warranties made by the  
Buyer in this Agreement shall be true and correct in all material     
respects when made and on and as of the Closing Date as though such   
representations and warranties were made on and as of the Closing     
Date.                                                                 

  (b) The Buyer shall have performed or complied in all material
  respects with each obligation and covenant required by this Agreement to
be performed or complied with by the Buyer on or before the Closing.  

(c) No order or injunction of any court or administrative   
agency of competent jurisdiction nor any statute, rule, regulation    
or executive order promulgated by any governmental authority of       
competent jurisdiction shall be in effect as of the Closing which     
restrains or prohibits the transfer of the Asset or the               
consummation of any other transaction contemplated hereby.            

  (d) No action, suit or other proceeding shall be pending which
shall have been brought by any person or entity (other than the       
parties hereto and their affiliates) (i) to restrain, prohibit or     
change in any material respect the purchase and sale of the Asset     
or the consummation of any other transaction contemplated hereby or   
(ii) seeking material damages with respect to such purchase and       
sale or any other transaction contemplated hereby.                    

     (e)  The Seller shall have received all of the documents required
to be delivered by the Buyer under Article VI.                        

(f)  The Seller shall have received the Purchase Price in   
accordance with subsection 2.2(b) and all other amounts due to the    
Seller hereunder.                                                     

 (g)  The Seller shall have received Limited Partner Approval.
Notwithstanding the foregoing, in the event that Seller is unable to  
  transfer the Asset to Buyer as a result of its failure to obtain Limited
Partner Consent for any reason other than the default of Buyer or the 
 wilful acts or a misrepresentation of Buyer and Buyer has performed all
  of its obligations under this Agreement, then (i) this Agreement (except
for those provisions hereof which by their terms are to survive a     
termination of this Agreement) shall be terminated as of the date that
  Seller notifies Buyer in writing that it is unable to obtain the Limited
 Partner Approval, (ii) the Earnest Money shall be returned to Buyer and
(iii) Seller shall pay to Buyer a break-up fee in an amount equal to  
 $100,000.  Upon a termination of this Agreement as provided for in this
Section 5.1(g), neither party hereto shall have any further rights or 
obligations hereunder except for those provisions which expressly     
survive the termination hereof.                                       

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Section 5.2  Conditions to the Buyer's Obligations.  The obligation of
the Buyer to purchase and pay for the Asset is subject to the satisfaction      
(or waiver by the Buyer) as of the Closing of the following conditions:         

(a)  Each of the representations and warranties made by the 
Seller in this Agreement shall be true and correct in all material    
respects when made and on and as of the Closing Date as though such   
representations and warranties were made on and as of Closing Date.   

    (b)  The Seller shall have performed or complied in all material
  respects with each obligation and covenant required by this Agreement to
be performed or complied with by the Seller on or before the Closing. 

(c)  No order or injunction of any court or administrative  
agency of competent jurisdiction nor any statute, rule, regulation    
or executive order promulgated by any governmental authority of       
competent jurisdiction shall be in effect as of the Closing which     
restrains or prohibits the transfer of the Asset or the               
consummation of any other transaction contemplated hereby.            

(d)  No action, suit or other proceeding shall be pending   
which shall have been brought by any person or entity (other than     
the parties hereto and their affiliates) (i) to restrain, prohibit    
or change in any material respect the purchase and sale of the        
Asset or the consummation of any other transaction contemplated       
hereby or (ii) seeking material damages with respect to such          
purchase and sale or any other transaction contemplated hereby.       

     (e)  Title to the Property shall be delivered to the Buyer in the
manner required under Section 8.1.                                    

  (f)  Seller shall, on or before the Closing Date, acquire from
tenants under Space Leases of over 1000 square feet, which tenants    
occupy, in the aggregate, 80% of the square feet of the Property      
occupied by all tenants under Space Leases of over 1000 square feet,  
 tenant estoppel certificates (a) substantially in the form of Exhibit G
attached hereto and made a part hereof or (b) to the extent that any  
such tenant is not required to execute an Estoppel Certificate in the 
Form of Exhibit G, then either (i) an estoppel certificate from Seller
in the form of Exhibit G or (ii) an estoppel certificate from such    
 tenant certifying only as to those matters which the tenant is required
to certify to under the terms of its Space Lease (collectively, the   
 "Tenant Estoppel Certificates").  In the event that any Tenant Estoppel
  Certificates are executed by Seller (a "Seller Estoppel"), Seller agrees
to indemnify Buyer and hold Buyer harmless from any and all losses,   
  liabilities, claims, costs and expenses, including reasonable attorneys'
  fees, incurred by Buyer after Closing as a direct result of, and only to

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 the extent same directly results from, a false statement made by Seller
in said Seller Estoppel.  Seller agrees to use good faith efforts to  
acquire tenant Estoppel Certificates from Tenants occupying spaces of 
less than 1,000 square feet pursuant to Temporary Space Leases.       

ARTICLE VI  

CLOSING DELIVERIES  
------------------  

(a)  The Buyer shall deliver the following documents at     
Closing:                                                              

(i)  with respect to the Property:                          

         (A)  an assignment and assumption of landlord's interest in
    leases (an "Assignment of Leases") duly executed by the Buyer in
substantially the form of Exhibit A hereto;                 

(B)  an assignment and assumption of contracts (an
"Assignment of Contracts") duly executed by the Buyer in    
substantially the form of Exhibit B hereto; and             

        (C) notice letters ("Tenant Notices") duly executed by the
 Buyer, in the form of Exhibit C attached hereto.  Such notice
       letters shall be retained by the Seller and delivered by the Seller
    to each tenant and other such entity promptly following Closing.

 (ii) with respect to the transactions contemplated hereunder:

       (A)  such other assignments, instruments of transfer, and
    other documents as the Seller may reasonably require in order to
   complete the transactions contemplated hereunder or to evidence
compliance by the Buyer with the covenants, agreements,     
      representations and warranties made by it hereunder, in each case,
duly executed by the Buyer;                                 

    (B)  a duly executed and sworn Secretary's Certificate
from the Buyer (or the general partners of the Buyer, where 
  appropriate) certifying that the Buyer has taken all necessary
action to authorize the execution of all documents being    
delivered hereunder and the consummation of all of the      
transactions contemplated hereby and that such authorization
has not been revoked, modified or amended;                  

      (C)  an executed and acknowledged Incumbency Certificate
from the Buyer (or the general partners of the Buyer, where 
appropriate) certifying the authority of the officers of the
  Buyer (or the general partner of the Buyer, where appropriate)
  to execute this Agreement and the other documents delivered by
the Buyer to the Seller at the Closing; and                 

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(D)  all consents, approvals or waivers listed on 
Schedule I on terms satisfactory to the Seller.             

(b)  The Seller shall deliver the following documents at    
Closing:                                                              

(i)  with respect to the Property:                          

(A)  a special warranty deed (a "Deed") in        
substantially the form of Exhibit D (with any necessary     
modifications in order to conform with the local laws for   
recording in the land records in the jurisdiction in        
which the Property is located), duly executed by the        
Seller, without recourse, which deed, upon proper           
recording by the Buyer, shall be sufficient to transfer     
and convey to the Buyer whatever rights in the Property     
the Seller has acquired subject only to the Permitted       
Exceptions;                                                 

(B)  the Assignment of Leases duly executed by the
Seller, together with copies, and if available, originals   
of the Space Leases referred to in such assignment;         

  (C)  a bill of sale (a "Bill of Sale") duly executed
by the Seller in substantially the form of Exhibit E        
hereto, relating to all fixtures, chattels, equipment and   
articles of personal property owned by the relevant         
Seller which are currently located upon or attached to      
the Property;                                               

(D)  the Assignment of Contracts duly executed by 
the Seller;                                                 

     (E)  all keys to the Property which are in the Seller's
possession;                                                 

 (F)  an affidavit that the Seller is not a "foreign
person" within the meaning of the Foreign Investment in Real
Property Tax Act of 1980, as amended, in substantially the  
form of Exhibit F hereto; and                               

         (G) Tenant Estoppel Certificates and/or Seller Estoppels in
satisfaction of Section 5.2(f) hereof.                      

(ii)  with respect to the transactions contemplated hereunder:

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       (A)  such other assignments, instruments of transfer, and
other documents as the Buyer may reasonably require in order
to complete the transactions contemplated hereunder or to   
evidence compliance by the Seller with the covenants,       
agreements, representations and warranties made by it       
hereunder;                                                  

    (B)  a duly executed and sworn Secretary's Certificate
 from the Seller (or the general partners of the Seller, where
appropriate) certifying that the Seller has taken all       
necessary action to authorize the execution of all documents
being delivered hereunder and the consummation of all of the
transactions contemplated hereby and that such authorization
has not been revoked, modified or amended; and              

      (C)  an executed and acknowledged Incumbency Certificate
 from the Seller (or the general partners of the Seller, where
appropriate) certifying the authority of the officers of the
Seller (or the general partner of the Seller, where         
  appropriate) to execute this Agreement and the other documents
delivered by the Seller to the Buyer at the Closing.        

(iii)  In the event any Asset-Related Property is not assignable
(such as a letter of credit that is not transferable), the Seller     
shall use commercially reasonable efforts to provide the Buyer, at    
no cost to the Seller, with the economic benefits of such property    
by enforcing such property (solely at the Buyer's direction) for      
the benefit and at the expense of the Buyer.                          

ARTICLE VII 

INSPECTIONS 
----------- 

      Section 7.1  Right of Inspection.  Prior to the Closing, the Buyer
and its agents shall have the right to inspect the Property during business     
hours on Business Days, including the right to interview the tenants under      
Space Leases, provided that (a) the Buyer shall first give the Seller           
reasonable advance notification of its intention to conduct any such            
inspection or interview (at least 48 hours), (b) the Buyer shall permit a       
representative of the Seller to accompany the Buyer and/or its agents during    
any such inspection or interview if the Seller shall make such a                
representative available and (c) such inspection or interview shall not         
unreasonably impede the normal day-to-day business operation of the Property.   
The Buyer's right of inspection of the Property shall be subject to the         
rights of tenants.  The Buyer hereby indemnifies and agrees to defend and       

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hold the Seller harmless from all loss, cost (including, without limitation,    
reasonable attorneys' fees), claim or damage arising in connection with or      
from any such inspection by the Buyer or its agents.  The provisions of this    
Article shall survive the Closing.                                              

Section 7.2  Due Diligence Period.                          

      (a)  The Buyer confirms to the Seller that the Buyer has conducted
a detailed inspection of the Asset File, has made multiple site visits and in   
certain instances consulted with third party professionals in satisfying        
itself that the Property is appropriate for the Buyer's acquisition.            
Notwithstanding the foregoing, in order to confirm preliminary information      
with third party professionals, review materials requested but not delivered,   
clarify certain discrepancies, conduct more complete Phase I environmental      
and engineering analyses and complete its investigation, the Buyer, for the     
period ending the day that is thirty (30) days after the date of this           
Agreement (the "Due Diligence Expiration Date"), shall have the right to        
conduct or cause to be conducted, at the Buyer's sole cost, risk and expense,   
such inspections, tests, examinations and studies of the Property as the        
Buyer deems necessary or appropriate; to further examine all applicable         
records relating to the income, operation and maintenance of the Property; to   
determine compliance of the Property with applicable laws and regulations,      
including, without limitation, zoning, building, land use and environmental     
protection laws; and to further confirm certain title matters.  The             
provisions of Section 7.1 above shall apply to any on-site investigations or    
inspections to be made by the Buyer.                                            

 (b)  If the Buyer, in its judgment, does not notify Seller by
written notice on or before 5:00 p.m. (E.D.T.) on the Due Diligence             
Expiration Date (TIME BEING OF THE ESSENCE with respect to such notice) that    
it is waiving its right to terminate the Agreement, then this Agreement shall   
be deemed terminated, the Earnest Money shall be returned to the Buyer and      
neither party shall have any further rights or obligations to the other,        
except for those expressly stated to survive the termination of this            
Agreement.                                                                      

ARTICLE VIII  

TITLE AND PERMITTED EXCEPTIONS  
------------------------------  

      Section 8.1  Permitted Exceptions.  The Property shall be sold and
is to be conveyed, and the Buyer agrees to purchase the Property, subject to    
the Permitted Exceptions.                                                       

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      Section 8.2  Title Report.  The Buyer has received and/or reviewed
a copy of the Existing Title Policy and the Existing Survey.  Promptly after    
the date of this Agreement the Seller shall order an updated survey and an      
updated title commitment with respect to the Property and the Seller shall      
(a) instruct First American Title Insurance Company, as the title agent, and    
the surveyor delivering such updated items to furnish copies of all updated     
commitments and surveys to Buyer's counsel at the address set forth in          
Section 14.9 hereof and (b) (1) with respect to the Existing Title Policy and   
Existing Survey, within ten (10) Business Days after receipt of Buyer's         
counsel and (2) within five (5) Business Days after issuance of any updated     
documents, give notice to the Seller specifying all title exceptions set        
forth in such documents which the Buyer claims are not Permitted Exceptions.    
In the event Buyer fails to notify Seller within the time periods specified     
above that it believes matters disclosed therein are not Permitted              
Exceptions, such matters shall be deemed Permitted Exceptions and Buyer shall   
be deemed to have waived its right to object thereto.                           

     Section 8.3  Use of Purchase Price to Discharge Title Exceptions.
With respect to the Property, if, at the Closing, there are any title           
exceptions applicable to the Property which are not Permitted Exceptions and    
which the Seller is obligated by this Agreement or elects to pay and            
discharge, the Seller may use any portion of the Purchase Price to satisfy      
the same, provided that the Seller shall have delivered to the Buyer at the     
Closing instruments in recordable form sufficient to satisfy such title         
exceptions of record, together with the cost of any applicable recording or     
filing fees.  The Buyer, if request is made within a reasonable time prior to   
the Closing, agrees to provide at the Closing separate certified or cashier's   
checks as requested, aggregating up to the amount of the balance of the         
Purchase Price to be delivered at Closing, to facilitate the satisfaction of    
any such title exceptions.  The existence of any such liens or encumbrances     
shall not be deemed objections to title if the Seller shall comply with the     
foregoing requirements.  Any unpaid liens for taxes, water charges and          
assessments applicable to the period prior to the Closing Date shall not be     
objections to title, but the amount thereof plus any interest and penalties     
thereon shall be deducted from the Cash Balance of the Purchase Price,          
subject to the provisions for apportionment of taxes, water charges and         
assessments contained in Article X of this Agreement.                           

       Section 8.4  Inability to Convey.  Except as expressly set forth in
Section 8.6, nothing contained in this Agreement shall be deemed to require     
the Seller to take or bring any action or proceeding or any other steps to      
remove any title exception or to expend any moneys therefor, nor shall the      
Buyer have any right of action against the Seller, at law or in equity, for     
the Seller's inability to convey title subject only to the Permitted            
Exceptions.                                                                     

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       Section 8.5  Rights in Respect of Inability to Convey. In the event
that the Seller shall be unable to convey title to the Property, subject only   
to the Permitted Exceptions and the Buyer shall not, prior to the Closing       
Date (as it may have been adjourned in accordance with this Agreement), give    
notice to the Seller that the Buyer is willing to waive objection to each       
title exception which is not a Permitted Exception and close this transaction   
without abatement of the Purchase Price, credit or allowance of any kind or     
any claim or right of action against the Seller for damages or otherwise, the   
Seller shall have the right, at the Seller's sole election, to take such        
action as the Seller shall deem advisable to discharge each such title          
exception which is not a Permitted Exception.  In the event the Seller shall    
elect to take action to discharge each such title exception which is not a      
Permitted Exception, the Seller shall be entitled to one or more adjournments   
of the Closing Date for a period not to exceed sixty (60) days in the           
aggregate (inclusive of any adjournments made by the Seller pursuant to         
Section 8.6 below) and the Closing shall be adjourned to a date specified by    
the Seller not beyond such sixty(60) day period.  If, for any reason            
whatsoever, the Seller shall not have succeeded in discharging each such        
title exception at the expiration of such adjournment(s) and if the Buyer       
shall not, prior to the expiration of the last of such adjournments, give       
notice to the Seller that the Buyer is willing to waive objection to each       
such title exception and to close this transaction without abatement of the     
Purchase Price, credit or allowance of any kind or any claim or right of        
action against the Seller for damages or otherwise, this Agreement shall be     
deemed to be terminated as of the last date to which the Closing Date was       
adjourned by the Seller pursuant to this Article VIII.  Upon any termination    
of this Agreement pursuant to this Section, (I) the Earnest Money shall be      
refunded to the Buyer and (II) neither party shall have any further rights or   
obligations hereunder other than those which expressly survive the              
termination of this Agreement.  No action taken by the Seller to discharge,     
or attempt to discharge, any purported title exception shall be an admission    
that any such purported title exception is not a Permitted Exception.  The      
provisions of this Section 8.5 shall be subject to Seller's and Purchaser's     
rights and obligations with respect to Voluntary Title Exceptions set forth     
in Section 8.6.                                                                 

   Section 8.6  Voluntary Title Exceptions.  If, from time to time
prior to the Closing, the Buyer shall become aware of any Voluntary Title       
Exceptions, then the Buyer shall promptly notify the Seller thereof, which      
notice shall describe in reasonable detail the Voluntary Title Exceptions(s).   
The Seller shall discharge all Voluntary Title Exceptions on or prior to        
Closing.  The Seller shall be entitled to one or more adjournments of the       
Closing Date not to exceed sixty (60) days in the aggregate (inclusive of any   
adjournments made by the Seller pursuant to Section 8.5 hereof) to discharge    
Voluntary Title Exceptions.                                                     

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       Section 8.7  The Buyer's Right to Accept Title. Notwithstanding the
foregoing provisions of this Article VIII, the Buyer may, by notice given to    
the Seller at any time prior to the Closing Date (as it may have been           
adjourned by the Seller pursuant to this Article VIII), elect to accept such    
title as the Seller can convey, notwithstanding the existence of any title      
exceptions which are not Permitted Exceptions.  In such event, this Agreement   
shall remain in effect and the parties shall proceed to Closing but, except     
to the extent set forth in Section 8.6, the Buyer shall not be entitled to      
any abatement of the Purchase Price, any credit or allowance of any kind or     
any claim or right of action against the Seller for damages or otherwise by     
reason of the existence of any title exceptions which are not Permitted         
Exceptions.                                                                     

       Section 8.8  Cooperation.  The Buyer and the Seller shall cooperate
with the title company in connection with obtaining title insurance insuring    
title to the Property subject only to the Permitted Exceptions.  In             
furtherance and not in limitation of the foregoing, at or prior to the          
Closing, the Buyer and the Seller shall deliver to the title company such       
affidavits, certificates and other instruments as are reasonably requested by   
such title company and customarily furnished in connection with the issuance    
of owner's policies of title insurance, including, without limitation, (i)      
evidence sufficient to establish (x) the legal existence of the Buyer and the   
Seller and (y) the authority of the respective signatories of the Seller and    
the Buyer to bind the Seller and the Buyer, as the case may be, and (ii) a      
certificate of good standing of the Seller.                                     

ARTICLE IX  

TRANSACTION COSTS; RISK OF LOSS 
------------------------------- 

    Section 9.1  Transaction Costs.  In addition to their respective
apportionment obligations hereunder, (a) the Seller and the Buyer shall each    
be responsible for the payment of the costs of their respective legal           
counsel, advisors and other professionals employed thereby in connection with   
the sale of the Asset; b) the Buyer shall be responsible for all costs and      
expenses associated with (i) the Buyer's due diligence, (ii) the policy         
premiums in respect of any owner's and mortgagee title insurance obtained by    
the Buyer (if any) and the costs of any endorsements, coinsurance,              
reinsurance or affirmative coverage requested by Buyer or Buyer's lender,       
(iii) all costs and expenses of obtaining any financing the Buyer may elect     
to obtain (including any fees, financing costs, transfer taxes, mortgage and    
recordation taxes and intangible taxes in connection therewith), (iv) all       
fees and costs, if any, due as a result of, or in connection with, the          
portion of the Purchase Price that is in excess of $34,000,000 and (v) all      
other costs which are the responsibility under applicable law for the Buyer     

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to pay (including, without limitation, all sales and use taxes due as a         
result of the sale of the Asset); and (c) the Seller shall be responsible for   
(i) all costs associated with title reports or abstracts with respect to the    
Property as well as all survey and search costs and updates related thereto     
and (ii) the fee due to Andover Corporation, a California corporation,          
licensed as a real estate broker in the state of California(which fee shall     
not exceed $680,000).  Except with respect to that portion of such charges      
and taxes due as a result of the Purchase Price being in excess of              
$34,000,000 (which portion of such charges and taxes shall be paid for by       
Buyer), Seller and Buyer shall split equally all costs in connection with       
delivery and recording of the instruments relating to the transfer of the       
Asset and transfer and real estate conveyance taxes chargeable in connection    
with this transaction.  Each party to this Agreement shall indemnify the        
other parties and their respective successors and assigns from and against      
any and all loss, damage, cost, charge, liability or expense (including court   
costs and reasonable attorneys' fees) which such other party may sustain or     
incur as a result of the failure of either party to timely pay any of the       
aforementioned taxes, fees or other charges for which it has assumed            
responsibility under this Section.                                              

       Section 9.2  Risk of Loss.  (a)  If, on or before the Closing Date,
the Property or any portion thereof shall be (i) damaged or destroyed by fire   
or other casualty or (ii) taken or threatened to be taken as a result of any    
condemnation or eminent domain proceeding, the Seller shall promptly notify     
the Buyer.                                                                      

     (b)  As soon as practicable after the occurrence of such casualty
or an actual condemnation, as opposed to a threatened condemnation , Seller     
shall notify Buyer of (i) the estimated cost of restoration of the Property     
with respect to any casualty as determined by written estimate of an            
independent construction contractor chosen by Seller with Buyer's approval      
not to be unreasonably withheld or (ii) the estimated loss in value of the      
Property as a result of such condemnation as determined by written estimate     
of an independent appraisal firm chosen by Seller, with Buyer's approval not    
to be unreasonably withheld. If the estimated cost of restoration arising out   
of a casualty or estimated loss in value arising out of a condemnation, shall   
be $3,500,000 or less, then notwithstanding any provision in this Agreement     
to the contrary, the Seller will credit against the Purchase Price payable by   
the Buyer (applied to the installment of the Purchase Price due at the          
Closing at which the Property that is the subject of the casualty or            
condemnation is transferred to Buyer) an amount equal to the net proceeds, if   
any, received by the Seller from such casualty or condemnation less any         
amounts spent by the Seller or Property Owner prior to Closing with respect     
to a restoration of the subject Property. If as of the Closing Date, the        
Seller or Property Owner has not received any such insurance or condemnation    
proceeds then the parties shall nevertheless consummate on the Closing Date     
the conveyance of the relevant Asset (without any deduction for such            

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insurance or condemnation proceeds) and the Seller will at Closing assign to    
the Buyer all rights of the Seller, if any, to the insurance or condemnation    
proceeds and to all other rights or claims arising out of or in connection      
with such casualty or condemnation. If the estimated cost of restoration        
arising from a casualty or the loss in value of the Property arising from a     
condemnation exceeds $3,500,000, then Buyer shall have the option to either     
(i) terminate this Agreement and the Earnest Money being held by Escrow Agent   
shall be immediately returned to Buyer, and thereupon this Agreement shall      
terminate and be of no further force and effect or (ii) accept the Property     
"as is" together with an assignment of the insurance or condemnation            
proceeds.  Notwithstanding the foregoing, in the event that a condemnation or   
casualty occurs as more particularly described above, and either (a) the        
casualty or condemnation is in excess of $3,500,000 and the Buyer decides to    
proceed to Closing, or (b) if the casualty or condemnation is less than         
$3,500,000, Seller shall, (i) in the event Seller has not paid the deductible   
on the insurance policy, credit to Buyer an amount equal to such deductible     
to be paid by Buyer or (ii) in the event Seller has paid the deductible,        
Seller shall not deduct such amount from any credits taken by Seller in         
connection with monies spent to restore or repair the Property.                 

ARTICLE X 

ADJUSTMENTS 
----------- 

     Unless otherwise provided below, the following are to be adjusted
and prorated between the Sellers and the Buyer as of 11:59 P.M. on the day      
preceding the Closing Date, based upon a 365 day year, and the net amount       
thereof shall be added to (if such net amount is in the Seller's favor) or      
deducted from (if such net amount is in the Buyer's favor) the Purchase Price   
payable at Closing:                                                             

Section 10.1  Fixed Rents.                                  

     (a)  Fixed rents (collectively, "Fixed Rents") paid or payable by
tenants under the Space Leases in connection with their occupancy of the        
Property shall be adjusted and prorated on an if, as and when collected         
basis.  Any Fixed Rents collected by the Buyer or the Seller after the          
Closing from any tenant who owes Fixed Rents for periods prior to the           
Closing, shall be applied (i) first, in payment of Fixed Rents owed by such     
tenant for the month in which the Closing Date occurs, (ii) second, in          
payment of Fixed Rents owed by such tenant for the period prior to the month    
in which the Closing Date occurs but not with respect to any period more than   
60 days prior to the Closing Date, (iii) third, after Fixed Rents for all       
prior periods have been paid in full, in payment of Fixed Rents owed by such    
tenant for the period (if any) after the month in which the Closing Date        

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occurs and (iv) fourth, in payment of Fixed Rents owed by such tenant for       
periods more than 60 days prior to the Closing Date.  Each such amount, less    
any costs of collection (including reasonable counsel fees) reasonably          
allocable thereto, shall be adjusted and prorated as provided above, and the    
party who receives such amount shall promptly pay over to the other party the   
portion thereof to which it is so entitled.                                     

     (b)  The Buyer shall bill tenants who owe Fixed Rents for periods
prior to the Closing on a monthly basis for a period of six consecutive         
months following the Closing Date and shall use commercially reasonable         
efforts to collect such past due Fixed Rents.  Notwithstanding the foregoing,   
if the Buyer shall be unable to collect such past due Fixed Rents, the Seller   
shall have the right, with the prior approval of Buyer, not to be               
unreasonably withheld, delayed or conditioned, to pursue tenants to collect     
such delinquencies (including, without limitation, the prosecution of one or    
more lawsuits), but the Seller shall not be entitled to evict (by summary       
proceedings or otherwise) any such tenants.  Any payment by a tenant in an      
amount less than the full amount of Fixed Rents and Overage Rent (as defined    
below) then due and payable by such tenant shall be applied first to Fixed      
Rents (in the order of priority as to time periods as is set forth above) to    
the extent of all such Fixed Rents then due and payable by such tenant, and     
thereafter to Overage Rents (in the order of priority as to time periods as     
is set forth in Section 10.2 below).                                            

Section 10.2  Overage Rents.                                

  (a)  With respect to any Space Lease that provides for (i) the
payment of additional rent based upon a percentage of the tenant's business     
during a specified annual or other period (sometimes referred to as             
"percentage rent"), (ii) so-called common area maintenance or "CAM" charges     
or (iii) so-called "escalation rent" or additional rent based upon increases    
in real estate taxes or operating expenses or labor costs or cost of living     
or porter's wages or otherwise (such percentage rent, CAM charges, escalation   
rent and additional rent being collectively called "Overage Rent"), such        
Overage Rent shall be adjusted and prorated on an if, as and when collected     
basis.                                                                          

       (b)  As to any Overage Rent in respect of an accounting period that
shall have expired prior to the Closing but which shall be paid after the       
Closing, the Buyer agrees that it will pay the entire amount over to the        
Seller upon receipt thereof, less any costs of collection (including            
reasonable counsel fees) reasonably allocable thereto.  The Buyer agrees that   
it shall (i) promptly render bills for any Overage Rent in respect of an        
accounting period that shall have expired prior to the Closing but which        
shall be paid after the Closing, (ii) bill tenants such Overage Rent            
attributable to an accounting period that shall have expired prior to the       
Closing on a monthly basis for a period of six consecutive months thereafter    

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and (iii) use commercially reasonable efforts to collect Overage Rent.          
Notwithstanding the foregoing, if the Buyer shall be unable to collect such     
Overage Rent, the Seller shall have the right, upon prior written notice to     
the Buyer, to pursue tenants to collect such delinquencies (including,          
without limitation, the prosecution of one or more lawsuits), but the Seller    
shall not be entitled to evict (by summary proceedings or otherwise) any such   
tenants.  The Seller shall furnish to the Buyer all information relating to     
the period prior to the Closing that is reasonably necessary for the billing    
of such Overage Rent and the Buyer will deliver to the Seller, concurrently     
with the delivery to tenants, copies of all statements relating to Overage      
Rent for a period prior to the Closing.  The Buyer shall bill tenants for       
Overage Rents for accounting periods prior to the Closing in accordance with    
and on the basis of such information furnished by the Seller.                   

     (c)  If, prior to the Closing, the Seller shall have received any
installments of Overage Rent attributable to Overage Rent for periods from      
and after the Closing Date, such sum shall be apportioned at the Closing.       
If, after the Closing, the Buyer shall receive any installments of Overage      
Rent attributable to Overage Rent for periods prior to the Closing, such sum    
(less any costs and expenses (including reasonable counsel fees) incurred by    
the Buyer in the collection of such Overage Rent) shall be paid by the Buyer    
to the Seller promptly after the Buyer receives payment thereof.                

   (d)  Any payment by a tenant on account of Overage Rent (to the
extent not applied against Fixed Rents due and payable by such tenant in        
accordance with subsection 10.1(b) above) shall be applied to Overage Rents     
then due and payable in the following order of priority, (i) first, in          
payment of Overage Rent for the accounting period in which the Closing Date     
occurs, (ii) second, in payment of Overage Rent for the accounting period       
preceding the accounting period in which the Closing Date occurs, in the        
chronological order in which such payments are due for such accounting period   
pursuant to the applicable Space Lease and (iii) third, in payment of Overage   
Rent for accounting periods following the Closing Date.                         

      (e)  To the extent that any portion of Overage Rent is required to
be paid monthly by tenants on account of estimated amounts for any calendar     
year (or, if applicable, any lease year or tax year or any other applicable     
accounting period), and at the end of such calendar year (or lease year, tax    
year or other applicable accounting period, as the case may be), such           
estimated amounts are to be recalculated based upon the actual expenses,        
taxes and other relevant factors for that calendar (lease or tax) year or       
other applicable accounting period, with the appropriate adjustments being      
made with such tenants, then such portion of the Overage Rent shall be          
prorated between the Seller and the Buyer at the Closing based on such          
estimated payments actually paid by tenants (i.e., with the Seller entitled     
to retain all monthly or other periodic installments of such amounts paid by    
tenants with respect to periods prior to the calendar month or other            

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applicable installment period in which the Closing occurs, the Seller to pay    
to the Buyer at the Closing all monthly or other periodic installments of       
such amounts theretofore received by the Seller with respect to periods         
following the calendar month or other applicable installment period in which    
the Closing occurs and the Seller and the Buyer to apportion as of the          
Closing Date all monthly or other periodic installments of such amounts paid    
by tenants with respect to the calendar month or other applicable installment   
period in which the Closing occurs).  At the time(s) of final calculation and   
collection from (or refund to) each tenant of the amounts in reconciliation     
of actual Overage Rent for a period for which estimated amounts paid by such    
tenant have been prorated, there shall be a re-proration between the Seller     
and the Buyer.  If, with respect to any tenant, the recalculated Overage Rent   
exceeds the estimated amount paid by such tenant, upon collection from the      
tenant, (i) the entire excess shall be paid by the Buyer to the Seller, if      
the accounting period for which such recalculation was made expired prior to    
the Closing and (ii) such excess shall be apportioned between the Seller and    
the Buyer as of the Closing Date (on the basis described in the first           
sentence of subsection 10.2 above), if the Closing occurred during the          
accounting period for which such recalculation was made, with the Buyer         
paying to the Seller the portion of such excess which the Seller is so          
entitled to receive.  If, with respect to any tenant, the recalculated          
Overage Rent is less than the estimated amount paid by such tenant, (1) the     
entire shortfall shall be paid by the Seller to the Buyer (or, at the           
Seller's option, directly to the tenant in question), if the accounting         
period for which such recalculation was made expired prior to the Closing and   
(2) such shortfall shall be apportioned between the Seller and the Buyer as     
of the Closing Date (on the basis described in the first sentence of            
subsection 10.2(c) above), if the Closing occurred during the accounting        
period for which such recalculation was made, with the Seller paying to the     
Buyer (or, at the Seller's option, directly to the tenant in question) the      
portion of such shortfall so allocable to the Seller.                           

  (f)  Until such time as all amounts required to be paid to the
Seller by the Buyer pursuant to Section 10.1 and this Section 10.2 shall have   
been paid in full, the Buyer shall furnish to the Seller not less frequently    
than monthly a reasonably detailed accounting of such amounts payable by the    
Buyer, which accounting shall be delivered to the Seller on or prior to the     
15th day following the last day of each calendar month from and after the       
calendar month in which the Closing occurs.  The Seller shall have the right    
from time to time following the Closing, on prior notice to the Buyer, during   
ordinary business hours on Business Days, to review the Buyer's rental          
records with respect to the Property to ascertain the accuracy of such          
accountings.                                                                    

Section 10.3  Taxes and Assessments.  Real estate taxes and 
assessments payable in the year in which the Closing occurs shall be adjusted   
and prorated based on (a) the periods of ownership by the Seller and the        

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Buyer during such year and (b) the most current official real property tax      
information available from the county assessor's office where the Property is   
located or other assessing authorities.  If real property tax and assessment    
figures for the taxes or assessments to be apportioned between the Buyer and    
the Seller pursuant to this Section are not available, real property taxes      
shall be prorated based on the most recent assessment, subject to further and   
final adjustment when the tax rate and/or assessed valuation for such taxes     
and assessments for the Property is fixed.  In the event that the Property or   
any part thereof shall be or shall have been affected by an assessment or       
assessments, whether or not the same become payable in annual installments,     
the Seller shall, at the Closing, be responsible for any installments due       
prior to the Closing and the Buyer shall be responsible for any installments    
due on or after the Closing.                                                    

    Section 10.4  Water and Sewer Charges.  Water rates, water meter
charges, sewer rents and vault charges, if any (other than any such charges,    
rates or rents which are payable by tenants of the Property pursuant to such    
tenants' Space Leases), shall be adjusted and prorated on the basis of the      
fiscal period for which assessed.  If there be a water meter, or meters, on     
the  Property, the Seller agrees that they shall at the Closing furnish a       
reading of same to a date not more than 30 days prior to the Closing and the    
unfixed meter charges and the unfixed sewer rent thereon for the time           
intervening from the date of the last reading shall be apportioned on the       
basis of such last reading, and shall be appropriately readjusted after the     
Closing on the basis of the next subsequent bills.  Unmetered water charges     
shall be apportioned on the basis of the charges therefor for the same period   
of the preceding calendar year, but applying the current rate thereto.  As to   
any unpaid water charges or sewer rents payable directly by tenants, the        
Buyer shall consummate the Closing subject to such unpaid charges and rents     
and any lien resulting therefrom, without credit against the Purchase Price     
or any claim or right of action against the Seller.                             

     Section 10.5  Utility Charges.  Gas, steam, electricity and other
public utility charges (other than any such charges which are payable by        
tenants of the Property pursuant to such tenants' Space Leases) will be paid    
by the Seller to the utility company to the Closing Date.  The Seller shall     
arrange for a final reading of all utility meters (covering gas, water, steam   
and electricity) as of the Closing, except meters the charges of which are      
payable by tenants of the Property pursuant to such tenants' Space Leases.      
The Seller and the Buyer shall jointly execute a letter to each of such         
utility companies advising such utility companies of the termination of the     
Seller's responsibility for such charges for utilities furnished to the         
Property as of the date of the Closing and commencement of the Buyer's          
responsibilities therefor from and after such date.  If a bill is obtained      
from any such utility company as of the Closing, the Seller shall pay such      
bill on or before the Closing.  If such bill shall not have been obtained on    
or before the Closing, the Seller shall, upon receipt of such bill, pay all     

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such utility charges as evidenced by such bill or bills pertaining to the       
period prior to the Closing, and the Buyer shall pay all such utility charges   
pertaining to the period thereafter.  Any bill which shall be rendered which    
shall cover a period both before and after the date of Closing shall be         
apportioned between the Buyer and the Seller as of the Closing.                 

     Section 10.6  Material Contracts.  Charges and payments under all
Material Contracts.                                                             

    Section 10.7  Leasing Costs.  (a)  The Buyer will be responsible
for all capital costs, tenant improvement costs, relocation costs, temporary    
leasing costs, free rent and rent abatements, leasing commissions, legal,       
design and other professional fees, and other expenses ("TI Costs") that        
became due and payable on or after the date hereof with respect to all Space    
Leases and Temporary Leases executed before, on, or after the date of this      
Agreement; provided, however, that Seller shall be responsible for all TI       
Costs due and payable within 60 days of the Closing Date with respect to        
Space Leases and Temporary Leases entered into before the date hereof.          

(b)  To the extent that the Seller has paid any of the items
referenced above as Buyer's responsibility prior to Closing, the Purchase       
Price will be increased at Closing by the aggregate amount of such              
expenditures upon presentation of an invoice therefor.  The Buyer will pay      
all other costs and expenses described in this Section 10.7 as and when the     
same are due.                                                                   

 (c)  In the event that Seller executes any new Space Lease or
Temporary Lease after the date of this Agreement in accordance with             
subsection 3.3(d) (including, without limitation, Space Leases for The Gap      
and Old Navy regardless of (i) whether same are approved by the Buyer either    
before or after the date hereof and regardless of whether Seller has already    
executed a Letter of Intent with respect thereto), and in either event such     
Space Lease requires the construction of capital improvements  to the           
Property, tenant fixtures or improvements or the payment of leasing or          
brokerage commission(s) at the expense of the landlord, the Buyer shall         
assume the obligation to pay and/or at Closing to reimburse the Seller for      
the paid portion of the cost of such improvements and leasing or brokerage      
commission(s) and any other costs associated with such Space Lease.             

    Section 10.8  Miscellaneous Revenues.  Revenues, if any, arising
out of telephone booths, vending machines, or other income-producing            
agreements.                                                                     

Section 10.9  Supplies.  Maintenance supplies in unopened   
containers based on the Seller's actual cost therefor, including sales and/or   
use tax.                                                                        

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Section 10.10  Security Deposits.  The actual amounts of the
security deposits provided for under the Space Leases being held by the         
Seller as set forth on Schedule J less the Seller's proportionate share of      
administrative fees, if any, to the extent such administrative fees are         
allowed by the applicable Space Lease or by law) shall be assigned to the       
Buyer by, at the Seller's option, (i) payment of the amount thereof to the      
Buyer, (ii) a credit to the Buyer against the balance of the Purchase Price     
and/or (iii) assignment to the Buyer of the bank accounts (or other security)   
in which same are held, which assignment shall be in form reasonably            
acceptable to the depositary bank.  Any such tenants' securities in form        
other than cash shall be transferred to the Buyer by way of appropriate         
instruments of transfer or assignment.                                          

     Section 10.11  Employee Costs.  All salaries, wages, vacation pay
and other fringe benefits (including, without limitation, payments and          
deposits, if any, with respect to social security, unemployment compensation,   
employee health, life and disability insurance, sick pay and welfare and        
pension fund contributions) of the employees with respect to the Property in    
connection with the management, operation or maintenance of the Property        
shall be adjusted and prorated between the Seller and the Buyer as of 11:59     
P.M. on the day preceding the Closing Date.  The Buyer acknowledges that such   
employees may be union employees and agrees to be responsible for all           
severance pay and other obligations arising as a result of any termination by   
the Buyer of any such employees.                                                

     Section 10.12  Other.  If applicable, the Purchase Price shall be
adjusted at Closing in accordance with Section 9.2 and to reflect the           
adjustment of any other item which, under the terms of this Agreement, is to    
be apportioned at Closing.                                                      

       Section 10.13  Re-Adjustment.  Except for re-adjustments of Overage
Rent to be made pursuant to subsection 10.2(e), if any such items are not       
determinable at the Closing, the adjustment shall be made subsequent to the     
Closing when the charge is determined.  Any errors or omissions in computing    
adjustments at the Closing shall be promptly corrected, provided that the       
party seeking to correct such error or omission shall have notified the other   
party of such error or omission on or prior to the date that is 60 days         
following the Closing Date.  The provisions of this Article X shall survive     
the Closing.                                                                    

ARTICLE XI

INDEMNIFICATION 
--------------- 

     Section 11.1  Indemnification by the Seller.  With respect to the
Asset and Property, the Seller thereof shall indemnify and hold the Buyer,      

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its affiliates, members and partners, and the partners, shareholders,           
officers, directors, employees, representatives and agents of each of the       
foregoing (collectively, "Buyer-Related Entities") harmless from and against    
any and all costs, fees, expenses, damages, deficiencies, interest and          
penalties (including, without limitation, reasonable attorneys' fees and        
disbursements) suffered or incurred by any such indemnified party in            
connection with any and all losses, liabilities, claims, damages and expenses   
("Losses"), arising out of, or in any way relating to, (i) any breach of any    
representation or warranty of the Seller contained in this Agreement or in      
any Schedule, certificate, instrument or other document delivered pursuant      
hereto, (ii) any breach of any covenant of the Seller contained in this         
Agreement, and (iii) matters under any of the Space Leases which arise prior    
to the Closing Date, such obligation to survive the Closing subject to          
Section 11.3.                                                                   

Section 11.2  Indemnification by the Buyer.  The Buyer shall
indemnify and hold the Sellers, their affiliates, members and partners, and     
the partners, shareholders, officers, directors, employees, representatives     
and agents of each of the foregoing (collectively, "Seller-Related Entities")   
harmless from any and all Losses arising out of, or in any way relating to,     
(i) any breach of any representation or warranty by the Buyer contained in      
this Agreement or in any Schedule, certificate, instrument or other document    
delivered pursuant hereto or in connection herewith, (ii) any breach of any     
covenant of the Buyer contained in this Agreement, (iii) matters under any of   
the Space Leases which arise from and after the Closing Date and (iv)           
Seller's delivery of a notice to prepay the Third Party Loan to the Third       
Party lender and, without regard to any other provisions of this Agreement      
(including, without limitation, the provisions of Article XIII), Buyer's        
default under this Agreement, such obligation to survive the Closing or         
termination of this Agreement subject to Section 11.3.                          

 Section 11.3    Survival.  The representations and warranties
contained in this Agreement and the indemnification by Seller with respect to   
matters arising under any of the Space Leases prior to the Closing Date shall   
survive for a period of 90 days after the Closing (the "Survival Period")       
provided, any action, suit or proceeding with respect to the representations    
and warranties is properly commenced within the Survival Period.   The          
covenants contained in this Agreement to the extent to be performed prior to    
or at Closing shall not survive after the Closing.  All other covenants,        
indemnities and provisions of this Agreement shall survive the Closing unless   
otherwise provided herein.  Notwithstanding anything to the contrary            
contained herein, Seller's obligation to indemnify Buyer shall terminate and    
be null and void unless Buyer files an action, suit or proceeding against       
Seller seeking recovery from Seller for its obligations under this Article 11   
if properly commenced by Buyer within the appropriate survival period more      
particularly set forth in this subsection 11.3.                                 

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       Section 11.4    Indemnification as Sole Remedy.  If the Closing has
occurred, the sole and exclusive remedy available to a party in the event of    
a breach by the other party to this Agreement of any representation,            
warranty, covenant or other provision of this Agreement which survives the      
Closing shall be the indemnifications provided for under this Article XI.       

ARTICLE XII 

TAX CERTIORARI PROCEEDINGS  
--------------------------  

    Section 12.1  Prosecution and Settlement of Proceedings.  If any
tax reduction proceedings in respect of the Property, relating to any fiscal    
years ending prior to the fiscal year in which the Closing occurs, are          
pending at the time of the Closing, the Seller reserves and shall have the      
right to continue to prosecute and/or settle the same.  If any tax reduction    
proceedings in respect of the Property, relating to the fiscal year in which    
the Closing occurs, are pending at the time of Closing, then the Seller         
reserves and shall have the right to continue to prosecute and/or settle the    
same; provided, however, that the Seller shall not settle any such proceeding   
without the Buyer's prior written consent, which consent shall not be           
unreasonably withheld or delayed.  The Buyer shall reasonably cooperate with    
the Seller in connection with the prosecution of any such tax reduction         
proceedings.                                                                    

    Section 12.2  Application of Refunds or Savings.  Any refunds or
savings in the payment of taxes resulting from such tax reduction proceedings   
applicable to taxes payable during the period prior to the date of the          
Closing shall belong to and be the property of the Seller, and any refunds or   
savings in the payment of taxes applicable taxes payable from and after the     
date of the Closing shall belong to and be the property of the Buyer;           
provided, however, that if any such refund creates an obligation to reimburse   
any tenants under Space Leases for any rents or additional rents paid or to     
be paid, that portion of such refund equal to the amount of such required       
reimbursement (after deduction of allocable expenses as may be provided in      
the Space Lease to such tenant) shall, at the Seller's election, either (a)     
be paid to the Buyer and the Buyer shall disburse the same to such tenants or   
(b) be paid by the Seller directly to the tenants entitled thereto.  All        
attorneys' fees and other expenses incurred in obtaining such refunds or        
savings shall be apportioned between the Seller and the Buyer in proportion     
to the gross amount of such refunds or savings payable to the Seller and the    
Buyer, respectively (without regard to any amounts reimbursable to tenants).    

     Section 12.3  Survival.  The provisions of this Article XII shall
survive the Closing.                                                            

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ARTICLE XIII  

DEFAULT 
------- 

 Section 13.1  Default.  (a) If the Buyer shall default in the
performance of its obligations under this Agreement to purchase the Asset by    
the Closing Date, the Seller, as its sole and exclusive remedy hereunder        
(except as set forth in the last sentence of this subsection (a)), shall be     
entitled, after giving to Buyer seven days prior notice of its intention to     
terminate this Agreement (and Buyer shall have failed within said seven days    
to have cured the default)to terminate this Agreement, to direct the Escrow     
Agent to deliver the Earnest Money to the Seller, and to retain the Earnest     
Money as liquidated damages, at which time this Agreement shall be terminated   
and of no further force and effect except for the provisions which explicitly   
survive such termination.  The Buyer agrees that the Seller shall have the      
right to retain the Earnest Money as liquidated damages without the necessity   
of proving actual damages due to the difficulty of proving actual damages       
resulting from the Buyer's default hereunder.  Nothing in this Section shall    
be deemed to limit the Seller's remedies with respect to a breach by the        
Buyer of any of its obligations which survive the Closing.                      

(b) If the Seller shall default in the performance of its   
obligations under this Agreement to cause the sale of the Asset by the          
Closing Date, the Buyer, as its sole and exclusive remedy, shall be entitled,   
after giving to Seller seven days prior notice of its intention to either       
terminate this Agreement or seek specific performance hereof (and Seller        
shall have failed within said seven day period to have cured the default)at     
its option, either (i) to terminate this Agreement, direct Escrow Agent to      
deliver the Earnest Money to the Buyer and retain the Earnest Money, at which   
time this Agreement shall be terminated and of no further force and effect      
except for the provisions which explicitly survive such termination or (ii)     
specifically enforce the terms and conditions of this Agreement.  Nothing in    
this Section shall be deemed to limit the Buyer's remedies with respect to a    
breach by the Seller of any of the Seller's obligations which survive the       
Closing.                                                                        

ARTICLE XIV 

MISCELLANEOUS 
------------- 

       Section 14.1    Exculpation of Seller.  Notwithstanding anything to
the contrary contained herein, the Seller's shareholders, members, partners,    
the partners of such partners, the shareholders of such partners, and the       
trustees, officers, directors, employees, agents and security holders of the    

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Seller and the partners of the Seller assumes no personal liability for any     
obligations entered into on behalf of the Seller and its individual assets      
shall not be subject to any claims of any person relating to such               
obligations.  The foregoing shall govern any direct and indirect obligations    
of the Seller under this Agreement.                                             

       Section 14.2    Brokers.  (a) The Seller represents and warrants to
the Buyer that it has dealt with no broker, salesman, finder or consultant      
with respect to this Agreement or the transactions contemplated hereby other    
than Insignia whose fee Seller shall pay pursuant to the terms of a separate    
agreement between Seller and Insignia.  The Seller agrees to indemnify,         
protect, defend and hold the Buyer harmless from and against all claims,        
losses, damages, liabilities, costs, expenses (including reasonable             
attorneys' fees and disbursements) and charges resulting from the Seller's      
breach of the foregoing representation in this subsection (a).  The             
provisions of this subsection (a) shall survive the Closing and any             
termination of this Agreement.                                                  

    (b)  The Buyer represents and warrants to the Seller that it has
dealt with no broker, salesman, finder or consultant with respect to this       
Agreement or the transactions contemplated hereby other than Insignia.  The     
Buyer agrees to indemnify, protect, defend and hold the Seller harmless from    
and against all claims, losses, damages, liabilities, costs, expenses           
(including reasonable attorneys' fees and disbursements) and charges            
resulting from the Buyer's breach of the foregoing representations in this      
subsection (b).  The provisions of this subsection (b) shall survive the        
Closing and any termination of this Agreement.                                  

 Section 14.3    Confidentiality; Press Release; IRS Reporting
Requirements.  (a)  The Buyer and the Seller shall hold as confidential all     
information disclosed in connection with the transaction contemplated hereby    
and concerning each other, the Asset, this Agreement and the transactions       
contemplated hereby and shall not release any such information to third         
parties without the prior written consent of the other parties hereto, except   
(i) any information which was previously or is hereafter publicly disclosed     
(other than in violation of this Agreement or other confidentiality             
agreements to which affiliates of the Buyer are parties), (ii) to their         
partners, advisers, underwriters, analysts, employees, affiliates, officers,    
directors, consultants, lenders, accountants, legal counsel or other advisors   
of any of the foregoing, provided that they are advised as to the               
confidential nature of such information and are instructed to maintain such     
confidentiality and (iii) to comply with any law, rule or regulation.  The      
foregoing shall constitute a modification of any prior confidentiality          
agreement that may have been entered into by the parties.   The provisions of   
this Section shall survive the Closing or the termination of this Agreement     
for a period of 2 years.                                                        

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       (b)  The Seller or the Buyer may issue a press release with respect
to this Agreement and the transactions contemplated hereby, provided that the   
content of any such press release shall be subject to the prior written         
consent of the other party hereto and in no event shall any such press          
release issued by the Buyer disclose the identity of the Seller's direct or     
indirect beneficial owners by name or the consideration paid to the Seller      
for the Asset.                                                                  

    (c)  For the purpose of complying with any information reporting
requirements or other rules and regulations of the IRS that are or may become   
applicable as a result of or in connection with the transaction contemplated    
by this Agreement, including, but not limited to, any requirements set forth    
in proposed Income Tax Regulation Section 1.6045-4 and any final or successor   
version thereof (collectively, the "IRS Reporting Requirements"), the Seller    
and the Buyer hereby designate and appoint the Escrow Agent to act as the       
"Reporting Person" (as that term is defined in the IRS Reporting                
Requirements) to be responsible for complying with any IRS Reporting            
Requirements.  The Escrow Agent hereby acknowledges and accepts such            
designation and appointment and agrees to fully comply with any IRS Reporting   
Requirements that are or may become applicable as a result of or in             
connection with the transaction contemplated by this Agreement.  Without        
limiting the responsibility and obligations of the Escrow Agent as the          
Reporting Person, the Seller and the Buyer hereby agree to comply with any      
provisions of the IRS Reporting Requirements that are not identified therein    
as the responsibility of the Reporting Person, including, but not limited to,   
the requirement that the Seller and the Buyer each retain an original           
counterpart of this Agreement for at least four (4) years following the         
calendar year of the Closing.                                                   

        Section 14.4    Escrow Provisions.  (a)  The Escrow Agent shall hold
the Earnest Money in escrow in an interest-bearing bank account at [        ]   
(the "Escrow Account").                                                         

       (b)  The Escrow Agent shall hold the Earnest Money in escrow in the
Escrow Account until the Closing or sooner termination of this Agreement and    
shall hold or apply such proceeds in accordance with the terms of this          
paragraph (b).  The Seller and the Buyer understand that no interest is         
earned on the Earnest Money during the time it takes to transfer into and out   
of the Escrow Account.  At the Closing, the Earnest Money shall be paid by      
the Escrow Agent to, or at the direction of, the Seller.  If for any reason     
either party makes a written demand upon the Escrow Agent for payment of the    
Earnest Money, the Escrow Agent shall, within 24 hours give written notice to   
the other party of such demand.  If the Escrow Agent does not receive a         
written objection within five business days after the giving of such notice,    
the Escrow Agent is hereby authorized to make such payment.  If the Escrow      
Agent does receive such written objection within such five day period or if     
for any other reason the Escrow Agent in good faith shall elect not to make     

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such payment, the Escrow Agent shall continue to hold such amount until         
otherwise directed by joint written instructions from the parties to this       
Agreement or a final judgment of a court of competent jurisdiction.  However,   
the Escrow Agent shall have the right at any time to deposit the Earnest        
Money with the clerk of the court of New York County.  The Escrow Agent shall   
give written notice of such deposit to the Seller and the Buyer.  Upon such     
deposit the Escrow Agent shall be relieved and discharged of all further        
obligations and responsibilities hereunder.                                     

       (c)  The parties acknowledge that the Escrow Agent is acting solely
as a stakeholder at their request and for their convenience, that the Escrow    
Agent shall not be deemed to be the agent of either of the parties, and the     
Escrow Agent shall not be liable to either of the parties for any act or        
omission on its part, other than for its gross negligence or willful            
misconduct.  The Seller and the Buyer shall jointly and severally indemnify     
and hold the Escrow Agent harmless from and against all costs, claims and       
expenses, including attorneys' fees and disbursements, incurred in connection   
with the performance of the Escrow Agent's duties hereunder.                    

 (d)  The Escrow Agent has acknowledged its agreement to these
provisions by signing this Agreement in the place indicated following the       
signatures of the Seller and the Buyer.                                         

Section 14.5    Successors and Assigns; No Third-Party      
Beneficiaries.  The stipulations, terms, covenants and agreements contained     
in this Agreement shall inure to the benefit of, and shall be binding upon,     
the parties hereto and their respective permitted successors and assigns        
(including any successor entity after a public offering of stock, merger,       
consolidation, purchase or other similar transaction involving a party          
hereto) and nothing herein expressed or implied shall give or be construed to   
give to any person or entity, other than the parties hereto and such assigns,   
any legal or equitable rights hereunder.                                        

      Section 14.6    Assignment.  This Agreement may not be assigned by
the Buyer without the consent of the prior written consent of the Seller.       
The Buyer may designate an affiliate to which the Asset will be assigned at     
the Closing, provided that the Buyer will continue to remain primarily liable   
under this Agreement notwithstanding any such designation.                      

       Section 14.7    Further Assurances.  From time to time, as and when
requested by any party hereto, the other party shall execute and deliver, or    
cause to be executed and delivered, all such documents and instruments and      
shall take, or cause to be taken, all such further or other actions as such     
other party may reasonably deem necessary or desirable to consummate the        
transactions contemplated by this Agreement.                                    

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Section 14.8    Notices.                                    

(a)  To the Seller:                                                   

c/o Lehman Brothers Inc.                          
Three World Financial Center                      
29th Floor                                        
New York, New York  10285                         
Attention:  Michael T. Marron                     
Facsimile:  (201) 508-4562                        
Telephone:  (212) 526-3085                        

with copies thereof to:                                     

Simpson Thacher & Bartlett                        
425 Lexington Avenue                              
New York, New York 10017                          
Attention:  C. Tanner Rose, Esq.                  
Facsimile: (212) 455-2502                         
Telephone  (212) 244-7490                         

(b)  To the Buyer:                                                    

c/o Condor Acquisition Partners LLC               
1030 Stratford Place                              
Bloomfield Hills, Michigan  48304                 
Attention: Mr. Marvin Sallen                      
Facsimile: (248) 642-4746                         
Telephone: (248) 642-4980                         

with copies thereof to:                                     

c/o Barker Pacific Group                          
811 W. Seventh Street, Suite 1050                 
Los Angeles, California 90017                     
Attention: Mr. Michael Barker                     
Facsimile: (213) 624-1811                         
Telephone: (213) 624-1813                         

and                                               

Lowell & Robbin                                   
707 Broadway, 17th Floor                          
San Diego, California 92101                       
Attention: Robert P. Lowell, Esq.                 
Facsimile: (619) 233-0700                         
Telephone: (619) 236-1142                         

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All notices (i) shall be deemed to have been given on the date that the same    
shall have been delivered in accordance with the provisions of this Section     
and (ii) may be given either by a party or by such party's attorneys.  Any      
party may, from time to time, specify as its address for purposes of this       
Agreement any other address upon the giving of 10 days' notice thereof to the   
other parties.                                                                  

     Section 14.9    Entire Agreement.  This Agreement, along with the
Exhibits and Schedules hereto contains all of the terms agreed upon between     
the parties hereto with respect to the subject matter hereof, and all           
understandings and agreements heretofore had or made among the parties hereto   
are merged in this Agreement which alone fully and completely expresses the     
agreement of the parties hereto.                                                

   Section 14.10   Amendments.  This Agreement may not be amended,
modified, supplemented or terminated, nor may any of the obligations of the     
Seller or the Buyer hereunder be waived, except by written agreement executed   
by the party or parties to be charged.                                          

        Section 14.11   No Waiver.  No waiver by either party of any failure
or refusal by the other party to comply with its obligations hereunder shall    
be deemed a waiver of any other or subsequent failure or refusal to so          
comply.                                                                         

        Section 14.12   Governing Law.  This Agreement shall be governed by,
interpreted under, and construed and enforced in accordance with, the laws of   
the State of New York.                                                          

       Section 14.13   Submission to Jurisdiction.  (a)  Each of the Buyer
and the Seller irrevocably submits to the jurisdiction of (i) the Supreme       
Court of the State of New York, New York County and (ii) the United States      
District Court for the Southern District of New York for the purposes of any    
suit, action or other proceeding arising out of this Agreement or any           
transaction contemplated hereby.  Each of the Buyer and the Seller further      
agrees that service of any process, summons, notice or document by U.S.         
registered mail to such party's respective address set forth above shall be     
effective service of process for any action, suit or proceeding in New York     
with respect to any matters to which it has submitted to jurisdiction as set    
forth above in the immediately preceding sentence.                              

(b)  Each of the Buyer and each seller irrevocably and      
unconditionally waives trial by jury and agrees that any suit, action or        
proceeding with respect to this Agreement or the transactions contemplated      
hereby may be brought only in (i) the Supreme Court of the State of New York,   
New York County and (ii) the United States District Court for the Southern      

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District of New York, and hereby further irrevocably and unconditionally        
waives any objection that it may have to the venue of such suit, action or      
proceeding in any such court or that such suit or proceeding in such court      
was brought in an inconvenient court and agrees not to plead or claim same.     

       (c)  In the event that any decree for specific performance obtained
in the State of New York can be implemented and enforced by a legal action,     
if required, in the State of Maryland.                                          

   Section 14.14   Severability.  If any term or provision of this
Agreement or the application thereof to any person or circumstances shall, to   
any extent, be invalid or unenforceable, the remainder of this Agreement or     
the application of such term or provision to persons or circumstances other     
than those as to which it is held invalid or unenforceable shall not be         
affected thereby, and each term and provision of this Agreement shall be        
valid and enforceable to the fullest extent permitted by law.                   

  Section 14.15   Section Headings.  The headings of the various
Sections of this Agreement have been inserted only for purposes of              
convenience, are not part of this Agreement and shall not be deemed in any      
manner to modify, explain, expand or restrict any of the provisions of this     
Agreement.                                                                      

        Section 14.16   Counterparts.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, and it shall   
not be necessary in making proof of this Agreement to produce or account for    
more than one such counterpart.                                                 

      Section 14.17   Acceptance of Deed.  The acceptance of the Deed by
the Buyer shall be deemed full compliance by the Seller of all of the           
Seller's obligations under this Agreement except for those obligations of the   
Seller which are specifically stated to survive the delivery of the Deed        
hereunder.                                                                      

   Section 14.18   Construction.  The parties acknowledge that the
parties and their counsel have reviewed and revised this Agreement and that     
the normal rule of construction to the effect that any ambiguities are to be    
resolved against the drafting party shall not be employed in the                
interpretation of this Agreement or any exhibits or amendments hereto.          

Section 14.19   Recordation.  Neither this Agreement nor any
memorandum or notice of this Agreement may be recorded by any party hereto      
without the prior written consent of the other party hereto.  The provisions    
of this Section shall survive the Closing or any termination of this            
Agreement.                                                                      

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   Section 14.20   Waiver of Jury Trial.  The Seller and the Buyer
hereby waive trial by jury in any action, proceeding or counterclaim brought    
by any party against another party on any matter arising out of or in any way   
connected with this Agreement.                                                  

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    IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.                      

SELLER: 

         SHOPCO MALLS L.P.

                        By:  Shopco Regional Malls, L.P.

                           By:  Regional Malls, Inc.

                                     By:  ____________________
                           Name:
                            Title:

BUYER:  

                  BARKER PACIFIC GROUP, INC.

                           By:  ______________________________
       Name:
        Title:

     ESCROW AGENT:

                              FIRST AMERICAN TITLE INSURANCE COMPANY

                           By:  ______________________________
       Name:
        Title:

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Schedule A  

Legal Description 

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Schedule B  

Existing Title Policy and Survey  

First American Title Insurance Company Commitment for Title Insurance 
Commitment Number DCC 98024, dated June 1, 1998                                 

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Schedule C  
----------  

Third Party Loan  
----------------  

 Loan from Metropolitan Life Insurance Company, as successor in interest
to The Mutual Life Insurance Company of New York in the original principal      
amount of $31,025,000, evidenced by Promissory Note dated September 6, 1990,    
as subsequently assigned, amended and modified.                                 

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Schedule D  
----------  

Consents  
--------  

Limited Partner Approval.                                                       

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Schedule E  
----------  

Material Contracts  
------------------  

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Schedule F  
----------  

Space Lease 
----------- 

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Schedule F-1  
------------  

Temporary Leases  
----------------  

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Schedule G  
----------  

Brokerage Commissions 
--------------------- 

THE GAP                                                                         
OLD NAVY                                                                        

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Schedule H  
----------  

Litigation  
----------  

None  

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Schedule I  
----------  

Buyer Consents  
--------------  
NONE  

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Schedule J  
----------  

Security Deposits Held By The Seller  
------------------------------------  

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Exhibit A 
--------- 

ASSIGNMENT AND ASSUMPTION OF LANDLORD'S INTEREST IN LEASES  

    ASSIGNMENT AND ASSUMPTION OF LANDLORD'S INTEREST IN LEASES dated
_____ __, 199_, between SHOPCO MALLS L.P., a Delaware limited partnership,      
having an address at c/o Lehman Brothers Inc., Three World Financial Center,    
29th Floor, New York, NY  10285 ("Assignor") and BARKER PACIFIC GROUP, INC.,    
a Delaware corporation, having an address at c/o Condor Acquisition Partners    
LLC, 1030 Stratford Place, Bloomfield Hills, MI 48304 ("Assignee").             

Background  
----------  

      This Assignment and Assumption of Landlord's Interest in Leases is
being executed and delivered pursuant to that certain Purchase and Sale         
Agreement dated as of August _, 1999 (the "Purchase Agreement") among           
Assignor, as seller, and Assignee, as buyer.  All capitalized terms used but    
not defined herein shall have the meanings ascribed to them in the Purchase     
Agreement.                                                                      

Assignment and Assumption 
------------------------- 

      In consideration of Ten ($10.00) Dollars in hand paid by Assignee,
the receipt and sufficiency of which is hereby acknowledged, Assignor does      
hereby assign, transfer and set over unto Assignee, all of Assignor's right,    
title and interest in and to:                                                   

All leases, occupancy agreements, license agreements, rental
agreements, concession agreements and other written agreements entered
into with any tenants relating to the Property and the buildings and  
other improvements located thereon, or any portion thereof, including,
without limitation, the leases, occupancy agreements, license         
agreements, rental agreements, concession agreements and other written
  agreements set forth on Schedule A attached hereto (all of the foregoing
  leases, collectively, the "Space Leases"), together with all guaranties,
if any, by any third parties in respect of the Space Leases.          

   TO HAVE AND TO HOLD, the same unto Assignee, its successors and
assigns, from and after the date hereof, subject to the terms, covenants,       
conditions and provisions contained in the Space Leases.                        

Assignee hereby assumes the performance of all of the terms,
covenants and conditions of the Space Leases described on Schedule A attached   

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hereto on the Assignor's part to be performed thereunder from and after the     
date hereof and will well and truly perform all of the terms, covenants and     
conditions of such Leases from and after the date hereof, all with the same     
force and effect as though the Assignee had signed such Space Leases as a       
party named therein.                                                            

     Assignee does hereby agree for itself, its legal representatives,
successors and assigns to indemnify, defend and save the Assignor, its legal    
representatives, successors and assigns, harmless from and against any and      
all claims, losses, suits and expenses (including, but not limited to,          
reasonable legal fees and litigation expenses) asserted or arising in           
connection with the performance by Assignee under the Space Leases described    
on Schedule A attached hereto from and after the date hereof.                   

    IN WITNESS WHEREOF, the Assignor and Assignee have duly executed
this instrument as of the day first above written.                              

 ASSIGNOR:

         SHOPCO MALLS L.P.

                        By:  Shopco Regional Malls, L.P.

                           By:  Regional Malls, Inc.

                                     By:  ____________________
                           Name:
                            Title:

 ASSIGNEE:

                  BARKER PACIFIC GROUP, INC.

                        By:  ___________________________
       Name:
        Title:

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Exhibit B 
--------- 

ASSIGNMENT AND ASSUMPTION OF CONTRACTS  

  ASSIGNMENT AND ASSUMPTION OF CONTRACTS dated  _________, 199_,
between SHOPCO MALLS L.P., a Delaware limited partnership, having an address    
at c/o Lehman Brothers Inc., Three World Financial Center, 29th Floor, New      
York, New York  10285, ("Assignor") and BARKER PACIFIC GROUP, INC., a           
Delaware corporation, having an address at c/o Condor Acquisition Partners      
LLC, 1030 Stratford Place, Bloomfield Hills, Michigan 48304 ("Assignee").       

Background  
----------  

     This Assignment and Assumption of Contracts is being executed and
delivered pursuant to that certain Purchase and Sale Agreement dated as of      
August __, 1999 (the "Purchase Agreement") among Assignor, as seller, and       
Assignee, as buyer.  All capitalized terms used but not defined herein shall    
have the meanings ascribed to them in the Purchase Agreement.                   

Assignment and Assumption 
------------------------- 

      In consideration of Ten ($10.00) Dollars in hand paid by Assignee,
the receipt and sufficiency of which is hereby acknowledged, Assignor does      
hereby assign, transfer and set over unto Assignee, all of Assignor's right,    
title and interest in and to:                                                   

     (i)       All agreements, contracts or understandings of Assignor
          relating to ownership, operation, maintenance, and
              management of the Property and the buildings and other
             improvements located thereon, or any portion thereof,
                 including, without limitation, the contracts set forth on
     Schedule A attached hereto (collectively, the
"Contracts");                           

    (ii)      All equipment leases and rental agreements relating to
             the equipment, services, vehicles, furniture or other
                 type of personal property with regard to the Property and
                the buildings and other improvements located thereon, or
               any portion thereof, including, without limitation, the
      leases set forth on Schedule B attached hereto
(collectively, the "Equipment Leases"); 

       (iii)     All of Assignor's right, title and interest in and to all
                 licenses, registrations, certificates, permits, approvals

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             and other governmental authorizations relating to the
                 construction, operation, use or occupancy of the Property
                 and the buildings and other improvements located thereon,
             or any portion thereof (collectively, the "Permits");

        (iv)     all of Assignor's right, title and interest in and to all
          warranties and guarantees, if any, relating to the
           personal property located on the Property or in the
         buildings and other improvements located thereon,
                including, without limitation those listed on Schedule C
              hereto (collectively, the "Warranties"; the Contracts,
                the Equipment Leases, the Permits and the Warranties are
             collectively referred to herein as the "Agreements").

   TO HAVE AND TO HOLD, the same unto Assignee, its successors and
assigns, from and after the date hereof, subject to the terms, covenants,       
conditions and provisions contained in the Agreements.                          

Assignee hereby assumes the performance of all of the terms,
covenants and conditions of the Contracts described on Schedule A attached      
hereto and the Equipment Leases described on Schedule B attached hereto on      
the Assignor's part to be performed thereunder from and after the date hereof   
and will perform all of the terms, covenants and conditions of such Contracts   
and Equipment Leases arising or accruing from and after the date hereof, all    
with the same force and effect as though the Assignee had signed such           
Contracts and Equipment Leases as a party named therein.                        

     Assignee does hereby agree for itself, its legal representatives,
and its successors and assigns to indemnify, defend and save the Assignor,      
its legal representatives, successors and assigns, harmless from and against    
any and all claims, losses, suits and expenses (including, but not limited      
to, reasonable legal fees and litigation expenses) asserted or arising in       
connection with the performance by Assignee under the Contracts described on    
Schedule A attached hereto and the Equipment Leases described on Schedule B     
attached hereto from and after the date hereof.                                 

    IN WITNESS WHEREOF, the Assignor and Assignee have duly executed
this instrument as of the day first above written.                              

 ASSIGNOR:

         SHOPCO MALLS L.P.

                        By:  Shopco Regional Malls, L.P.

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                           By:  Regional Malls, Inc.

                                     By:  ____________________
                           Name:
                            Title:

 ASSIGNEE:

                  BARKER PACIFIC GROUP, INC.

                           By:  ______________________________
       Name:
        Title:

Schedules:                                                                      
---------                                                                       

Schedule A           Contracts                                        
Schedule B           Equipment Leases                                 
Schedule C           Warranties                                       

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Exhibit C 
--------- 

____________________  
c/o Condor Acquisition Partners LLC 
1030 Stratford Place  
Bloomfield Hills, MI  48304 

                           _____ ___, 199_

BY CERTIFIED MAIL                                                               
-----------------                                                               

[Name and Address                                                               
of Tenant]                                                                      

Premises:  [                      ]     

Gentlemen and Ladies:                                                           

  Please be advised that effective the date set forth above, the
Premises have been conveyed by Shopco Malls L.P. to __________________, a       
__________________, whose mailing address is shown above.  You are hereby       
irrevocably and unconditionally directed that, effective immediately, all       
future communications, rents and payments are to be directed as follows:        

[TBD]                       

         Very truly yours,

                           ___________________________________

                           By:  ______________________________
       Name:
        Title:

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Exhibit D 
--------- 

SPECIAL WARRANTY DEED 

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Exhibit E 
--------- 

BILL OF SALE  

       SHOPCO MALLS L.P., a Delaware limited partnership, whose address is
c/o Lehman Brothers Inc., Three World Financial Center, 29th Floor, New York,   
New York 10285 (hereinafter referred to as "Seller"), in consideration of Ten   
($10.00) Dollars in hand paid by BARKER PACIFIC GROUP, INC., a Delaware         
corporation, whose mailing address is c/o Condor Acquisition Partners LLC,      
1030 Stratford Place, Bloomfield Hills, Michigan 48304 (hereinafter referred    
to as "Buyer"), the receipt and sufficiency of which is hereby acknowledged,    
does hereby sell, grant, assign, convey, transfer, set over, and quit-claim     
unto Purchaser, its successors and assigns, all of Seller's right, title and    
interest in and to any and all fixtures, chattels and articles of personal      
property that are attached to or located in or upon the premises described on   
Schedule A attached hereto and the buildings and other improvements located     
thereon, or any portion thereof (all of the property and interests              
hereinbefore described are hereinafter referred to as the "Property").          

   TO HAVE AND TO HOLD the Property unto Buyer, its successors and
assigns forever.                                                                

 This Bill of Sale is made without warranty or representation,
express or implied, by or recourse against Seller of any kind or nature         
whatsoever except as set forth in that certain Purchase and Sale Agreement      
dated as of July __, 1999 between Seller as seller, and Buyer, as buyer.        

     This Bill of Sale has been duly executed by Seller as of the ____
day of _____, 199_.                                                             

         SHOPCO MALLS L.P.

                        By:  Shopco Regional Malls, L.P.

                           By:  Regional Malls, Inc.

                                     By:  ____________________
                           Name:
                            Title:

Schedules:                                                                      
---------                                                                       

Schedule A     Description of Premises                                          

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Exhibit F 
--------- 

ENTITY TRANSFEROR 
FOREIGN INVESTORS REAL PROPERTY 
TAX ACT CERTIFICATION AND AFFIDAVIT 

      Section 1445 of the Internal Revenue Code of 1986, as amended (the
"Code"), provides that a transferee of a U.S. real property interest must       
withhold tax if the transferor is a foreign person.  To inform BARKER PACIFIC   
GROUP, INC., a Delaware corporation(the "Transferee") that withholding of tax   
is not required upon disposition of a U.S. real property interest by SHOPCO     
MALLS L.P., a Delaware limited partnership (the "Transferor"), the              
undersigned hereby certifies the following on behalf of the Transferor:         

      (a)  Transferor is not a foreign corporation, foreign partnership,
foreign trust or foreign estate (as those terms are defined in the Code and     
Income Tax Regulations);                                                        

 (b)  The U.S. employer identification number of Transferor is
___________;                                                                    

     (c)  Transferor has an address at c/o Lehman Brothers Inc., Three
World Financial Center, 29th Floor, New York, New York  10285.                  

       (d)  The address of the subject property is ______________________.

      Transferor understands that this Certification may be disclosed to
the Internal Revenue Service by Transferee and that any false statement         
contained herein could be punished by fine, imprisonment or both.               

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   Under penalties of perjury, I declare that I have examined this
Certification and to the best of my knowledge and belief it is true, correct    
and complete, and I further declare that I have the authority to sign this      
document on behalf of Transferor.                                               

___________ ___, 1999                                                           

         SHOPCO MALLS L.P.

                        By:  Shopco Regional Malls, L.P.

                           By:  Regional Malls, Inc.

                                     By:  ____________________
                           Name:
                            Title:

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Dates Referenced Herein

				Referenced-On Page
This ‘DEFM14A’ Filing		Date		First		Last			Other Filings
Filed on:		2/1/00							None on these Dates
		6/1/98		51
									List all Filings