Taubman Realty Group Ltd Partnership – ‘8-K’ for 9/4/97 – EX-2.A

As of:  Thursday, 9/11/97   ·   For:  9/4/97   ·   Accession #:  917473-97-20   ·   File #:  33-73988

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Trg Current Report on Form 8-K                        16     43K 
 2: EX-2.A      Purchase and Sale Agreement                           49    204K 
 3: EX-2.B      Amndt. No. 1 to Purchase and Sale Agreement            4     17K 
 4: EX-23       Independent Auditors' Consent                          1      5K 

EX-2.A   —   Purchase and Sale Agreement
Exhibit Table of Contents

EX-2.A
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 PURCHASE AND SALE AGREEMENT

by and between

 ONE FEDERAL STREET JOINT VENTURE,
 a Massachusetts general partnership

 and

THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP
a Delaware limited partnership

 Property Name: Regency Square
Location: Richmond, Virginia

 Date: July 16, 1997

EX-2.A
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 TABLE OF CONTENTS

    ARTICLE 1 - SALE OF PROPERTY.........................................  1
          1.1   Real Property............................................  1
          1.2   Personal Property........................................  1
          1.3   Other Property Rights....................................  1

    ARTICLE 2 - PURCHASE PRICE...........................................  2
          2.1   Deposit Money............................................  2
          2.2   Cash at Closing..........................................  3

    ARTICLE 3 - TITLE MATTERS............................................  3
          3.1   Title to Real Property...................................  3
          3.2   Title Defects............................................  4
                3.2.1 Certain Exceptions to Title........................  4
                3.2.2 Discharge of Title Objections......................  5
          3.3   Title Insurance; Survey..................................  5

    ARTICLE 4 - BUYER'S DUE DILIGENCE/CONDITION OF THE PROPERTY..........  5

    ARTICLE 5 - ADJUSTMENTS AND PRORATIONS...............................  6
          5.1   Lease Rentals and Expenses...............................  6
                5.1.1 Rents..............................................  6
                5.1.2 Lease Expenses.....................................  7
                5.1.3 Overage Rents......................................  7
            5.1.4 Common Area Maintenance, Central Plant and Similar
                      Charges............................................  8
          5.2   Real Estate and Personal Property Taxes..................  9
          5.3   Other Property Operating Expenses........................  9
          5.4   Closing Costs............................................  9
          5.5   Cash Security Deposits................................... 10
          5.6   Apportionment Credit..................................... 10
          5.7   Delayed Adjustment....................................... 10

    ARTICLE 6 - CLOSING.................................................. 10
          6.1   Closing Date............................................. 10
          6.2   Title Transfer and Payment of Purchase Price............. 11
          6.3   Seller's Closing Deliveries.............................. 11
          6.4   Buyer Closing Deliveries................................. 15
          6.5   Delivery of Deed......................................... 15

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    ARTICLE 7 - CONDITIONS TO CLOSING.................................... 15
          7.1   Seller's Obligations..................................... 16
          7.2   Buyer's Obligations...................................... 16
          7.3   Waiver of Failure of Conditions Precedent................ 17

    ARTICLE 8 - REPRESENTATIONS AND WARRANTIES........................... 17
          8.1   Buyer's Representations.................................. 17
                8.1.1 Buyer's Authorization.............................. 17
          8.2   Seller's Representations................................. 17
                8.2.1 Seller's Authorization............................. 17
                8.2.2 Other Seller's Representations..................... 18
          8.3   General Provisions....................................... 20
                8.3.1 Definition of "Seller's Knowledge"................. 20
                8.3.2 Seller's Representations Deemed Modified........... 20
                8.3.3 Notice of Breach; Seller's Right to Cure........... 21
                8.3.4 Survival; Limitation on Seller's Liability......... 22

    ARTICLE 9 - COVENANTS................................................ 22
          9.1   Buyer's Covenants........................................ 22
                9.1.1 Confidentiality.................................... 22
                9.1.2 Approvals not a Condition to Buyer's Performance... 23
                9.1.3 Buyer's Indemnity; Delivery of Reports............. 23
                9.1.4 Limit on Government Contacts....................... 24
                9.1.5 Buyer's Indemnification of Seller.................. 24
          9.2   Seller's Covenants....................................... 25
                9.2.1 Service Contracts.................................. 25
                9.2.2 Maintenance of Property............................ 25
                9.2.3 Access to Property................................. 25
                9.2.4 Additional Covenants............................... 26
                9.2.5 Marketing.......................................... 26
                9.2.6 Seller's Indemnification of Buyer.................. 26
          9.3   Mutual Covenants......................................... 27
                9.3.1 Publicity.......................................... 27
                9.3.2 Investment Banker.................................. 27
                9.3.3 Tax Contests; Tax Refunds and Credits.............. 27
                9.3.4 Survival........................................... 28

    ARTICLE 10 - FAILURE OF CONDITIONS................................... 28
          10.1  To Seller's Obligations.................................. 28
          10.2  To Buyer's Obligations................................... 29

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    ARTICLE 11 - CONDEMNATION/CASUALTY................................... 29
          11.1  Condemnation............................................. 29
                11.1.1 Right to Terminate................................ 29
                11.1.2 Assignment of Proceeds............................ 29
          11.2  Destruction or Damage.................................... 30
          11.3  Insurance................................................ 30
          11.4  Effect of Termination.................................... 30
          11.5  Waiver................................................... 31

    ARTICLE 12 - ESCROW.................................................. 31

    ARTICLE 13 - LEASING MATTERS......................................... 32
          13.1  New Leases............................................... 32
          13.2  Lease Expenses........................................... 33
          13.3  Other Lease Activity..................................... 34
          13.4  Lease Enforcement........................................ 34
          13.5  Lease Termination Prior to Closing....................... 34
          13.6  Prospective Leases....................................... 35

    ARTICLE 14 - MISCELLANEOUS........................................... 35
          14.1  Buyer's Assignment....................................... 35
          14.2  Designation Agreement.................................... 35
          14.3  Survival/Merger.......................................... 36
          14.4  Integration; Waiver...................................... 36
          14.5  Governing Law............................................ 36
          14.6  Captions Not Binding; Schedules and Exhibits............. 36
          14.7  Binding Effect........................................... 36
          14.8  Severability............................................. 36
          14.9  Notices.................................................. 37
          14.10 Counterparts............................................. 38
          14.11 No Recordation........................................... 38
          14.12 Additional Agreements; Further Assurances................ 38
          14.13 Construction............................................. 38
          14.14 ERISA.................................................... 38
          14.15 Business Day............................................. 39
          14.16 Seller's Maximum Aggregate Liability..................... 39
          14.17 Like-Kind Exchange....................................... 39

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EXHIBITS

Exhibit A     -   Legal Description                                             
Exhibit B     -   List of Contracts and Leasing Commissions Due                 
Exhibit C     -   Title Report                                                  
Exhibit D     -   List of REA Parties                                           
Exhibit E     -   Form of Irrevocable Letter of Credit                          
Exhibit F     -   Reserved                                                      
Exhibit G     -   Form of Buyer's As-Is Certificate and Agreement               
Exhibit H     -   Form of Special Warranty Deed                                 
Exhibit I     -   Form of Bill of Sale                                          
Exhibit J     -   Form of Assignment of Leases                                  
Exhibit K-1   -   List of Leases                                                
Exhibit K-2   -   List of Prospective Tenants                                   
Exhibit L     -   Form of Assignment of Contracts                               
Exhibit M-1   -   List of Major Tenants                                         
Exhibit M-2   -   Form of Tenant Estoppel Letter                                
Exhibit M-3   -   Form of Seller's Estoppel Certificate                         
Exhibit M-4   -   Form of REA Estoppel Certificate                              
Exhibit N     -   Form of Notice to Tenants                                     
Exhibit O     -   Form of Seller's FIRPTA Affidavit                             
Exhibit P     -   Form of Buyer's ERISA Representation                          
Exhibit Q     -   Litigation Notices, Contract Defaults and Governmental        
Violations and Lease Defaults               

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INDEX OF DEFINED TERMS
----------------------

Defined Term                                                   Article/Section  
------------                                                   ---------------  

Agent             ........................................................14.2  
Agreement         ....................................................Recitals  
Anchor Tenants    ......................................................6.3(e)  
Assignment of Contracts.................................................6.3(d)  
Assignment of Leases....................................................6.3(c)  
Balance           .........................................................2.2  
Buyer             ....................................................Recitals  
Buyer's knowledge........................................................8.3.2  
Buyer's Representatives..................................................8.3.2  
Charges           .......................................................5.1.4  
Closing           .........................................................6.1  
Closing Date      .........................................................6.1  
Contracts         ......................................................6.3(d)  
Deed              ......................................................6.3(a)  
Deposit           .........................................................2.1  
Designated Employee......................................................8.3.1  
Due Diligence     ...........................................................4  
Due Diligence Period.........................................................4  
Election Notice   ........................................................11.2  
ERISA             ......................................................6.4(e)  
Escrow Agent      .........................................................2.1  
Escrow Deposits   ..........................................................12  
Hazardous Material.......................................................9.1.4  
Investment Banker .......................................................9.1.3  
Lease Expenses    ........................................................13.2  
Leases            ......................................................6.3(c)  
Letter of Credit  .........................................................2.1  
Major Tenants     ......................................................6.3(e)  
Mandatory Cure Amount....................................................3.2.1  
New Lease         .....................................................13.2(b)  
Other Liens       .......................................................3.2.1  
Other Property Rights......................................................1.3  
Other Tenants     ......................................................6.3(e)  
Owner's Title Policy.......................................................3.3  
Permitted Exceptions................................................3.1, 3.2.1  
Personal Property .........................................................1.2  
Property          ....................................................Recitals  

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                                                               Article/Section
                                                               ---------------

Property Documents......................................................6.3(j)  
Proprietary Materials......................................................1.2  
Purchase Price...............................................................2  
REA's...................................................................6.3(o)  
REA Parties.............................................................6.3(o)  
Real Property..............................................................1.1  
Release..................................................................9.3.1  
Reporting Person.......................................................14.2(a)  
Reporting Requirements....................................................14.2  
Seller................................................................Recitals  
Seller's knowledge.......................................................8.3.1  
Seller's Liens...........................................................3.2.1  
Seller Parties...........................................................9.1.3  
Survey.....................................................................3.1  
Title Company..............................................................3.1  
Title Objections.........................................................3.2.1  
Title Report...............................................................3.1  
Transaction................................................................3.3  

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

      THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made as of this 16th day
of July, 1997, by and between ONE FEDERAL STREET JOINT VENTURE,  a Massachusetts
general   partnership   ("Seller"),   and  THE  TAUBMAN   REALTY  GROUP  LIMITED
PARTNERSHIP, a Delaware limited partnership ("Buyer").                          

W I T N E S S E T H:

In  consideration  of the mutual  covenants and  agreements set forth herein the
parties hereto do hereby agree as follows:                                      

ARTICLE 1 - SALE OF PROPERTY

Seller agrees to sell, transfer and assign and Buyer agrees to purchase, subject
to the terms and conditions  stated  herein,  all of Seller's  right,  title and
interest in and to the following (herein collectively called the "Property"):   

      1.1   Real  Property.  That  certain  parcel  of real  estate  located  in
            Richmond,  Virginia,  and  legally  described  in Exhibit A attached
            hereto and incorporated herein by this reference,  together with all
            buildings, improvements and fixtures located thereon and all rights,
            privileges and  appurtenances  pertaining  thereto  including all of
            Seller's right, title and interest in and to all rights of way, open
            or  proposed  streets,  alleys,  easements,  strips or gores of land
            adjacent thereto (herein  collectively  called the "Real Property");
and                                                     

      1.2   Personal  Property.  All tangible  personal property owned by Seller
            (excluding any computer or computer  equipment and software owned by
            Seller or Seller's property manager),  located on the Real Property,
            and used in the  ownership,  operation and  maintenance  of the Real
            Property  (provided that during the Due Diligence Period, at Buyer's
            request,  the parties shall mutually  approve a schedule of tangible
            personal  property  owned by Seller to be expressly  included in the
            Personal Property transferred at Closing) and all books, records and
            files (excluding appraisals,  budgets,  Seller's strategic plans for
            the Property, internal analyses, marketing information regarding the
            sale of the Property,  submissions relating to Seller's obtaining of
            corporate  authorization,  attorney and accountant work product,  or
            other information in the possession or control of Seller or Seller's
            property  manager  which  Seller  deems  proprietary  (collectively,
            "Proprietary  Materials"))  relating  to the Real  Property  (herein
collectively called the "Personal Property"); and       

      1.3   Other  Property  Rights.  (a)  Seller's  interest as landlord in all
            leases,  licenses  and  occupancy  agreements  encumbering  the Real
            Property on the Closing Date (as defined in Section 6.1)  including,
            without limitation,  those existing leases described on Exhibit K-1;
            and (b) if and to the extent  assignment is not  prohibited by their
           terms, (i) all service, supply, maintenance, utility and commission

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            agreements,  all equipment leases,  and all contracts,  subcontracts
            and agreements relating to the construction of any unfinished tenant
            improvements described in Exhibit B attached hereto and incorporated
            herein by this reference,  and (ii) all rights of Seller under REA's
            (as  hereinafter  defined),   licenses,  permits,   certificates  of
            occupancy,   consents,  variances,  waivers,  approvals,  and  other
            written authorizations with respect to the Real Property or Personal
            Property; and (c) all rights of Seller (if any) to the name "Regency
            Square", to the extent such rights are assignable without expense to
            Seller (it being  acknowledged  by Buyer that  Seller  does not have
            exclusive rights to use such name and that Seller has not registered
            the  same in any  manner)  and  any  other  tradenames,  trademarks,
            service  marks and logos with respect to the  Property,  and (d) all
            rights of Seller in all tenant lists,  telephone  exchange  numbers,
            internet addresses,  business licenses,  advertising and promotional
            materials; environmental, engineering, soil, boundary, topographical
            and traffic studies, reports, and surveys; plans, specifications and
            drawings;     development    rights;     warranties,     guaranties,
            representations  and  covenants;  and all  other  rights  of  Seller
            relating  exclusively  to the Real  Property  or  Personal  Property
            (except  for the  property  excluded  under  Section 1.2 above) (the
            rights and interests of Seller  described in clauses (a) through (d)
            hereinabove  being herein  collectively  called the "Other  Property
Rights").                                               

ARTICLE 2 - PURCHASE PRICE

The total purchase price to be paid by Buyer for the purchase of the Property is
the sum of ONE HUNDRED TWENTY-FOUR MILLION AND NO/100 DOLLARS  ($124,000,000) in
immediately  available funds (the "Purchase Price"). The Purchase Price shall be
paid in the following manner:                                                   

      2.1   Deposit  Money.  Upon the  expiration of the Due  Diligence  Period,
            Buyer  shall  deposit  the sum of FIVE  MILLION  AND NO/100  DOLLARS
            ($5,000,000)  in  immediately  available  funds  as a  deposit  (the
            "Deposit")  with  First  American  Title  Insurance  Company,  whose
            mailing  address is 30 North  LaSalle  Street,  Suite 310,  Chicago,
            Illinois  60602,  Attention:  Mary  Lou  Kennedy,  as  escrow  agent
            ("Escrow  Agent").  The Deposit  shall be  non-refundable  except as
            herein  provided and shall be held and  delivered by Escrow Agent in
            accordance with the provisions of Article 12. Any interest earned on
            the Deposit  shall be  considered a part of the  Deposit.  Except as
            expressly  otherwise set forth herein,  the Deposit shall be applied
            against the Purchase  Price on the Closing Date.  The Deposit may be
            satisfied  in whole or in part by delivery of a Letter of Credit (as
            defined  below),  in which  event,  to the  extent  that a Letter of
            Credit is utilized,  no interest  shall  accrue or be paid,  and the
            Letter  of  Credit  shall  be held by  Seller.  From and  after  the
            delivery of a Letter of Credit,  all references to the Deposit shall
            be deemed to mean a Letter of Credit to the  extent  applicable.  As
            used herein, the term "Letter of Credit" shall mean an unconditional
            and  irrevocable  sight  draft  Letter of Credit  issued in favor of
            Seller by Union Bank of Switzerland  (New York Branch) or other bank
acceptable to Seller and in the form of Exhibit E       

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            hereto.  The expiry date of the Letter of Credit shall be no earlier
            than  thirty  (30)days  following  the Closing Date, except that the
            Letter of Credit may be drawn at any time within ten (10) days prior
            to its expiry  date  unless  theretofore  renewed.   Notwithstanding
           anything to the contrary contained herein, in the event of any draw
            on the Letter of Credit, the proceeds of the draw shall be deposited
            with  Escrow  Agent  pursuant  to strict joint  order escrow between
          Buyer, Seller and Escrow Agent to be  held and  distributed as  is
required for the Deposit under this Agreement.          

      2.2   Cash at Closing.  On the Closing Date,  Buyer shall pay to Seller an
            amount equal to the difference  between (a) the Purchase Price,  and
            (b)  the  amount  of  the  Deposit  as  of  the  Closing  Date  (the
            "Balance"),  subject to the prorations and  adjustments set forth in
            Article 5 or as otherwise  provided under this  Agreement,  plus any
            other  amounts  required  by this  Agreement  to be paid by Buyer to
            Seller at Closing,  in immediately  available funds by wire transfer
            as more  particularly  set forth in Section  6.2.  If the Deposit is
            provided  in the form of a Letter of Credit,  on the  Closing  Date,
            Buyer  shall  pay to  Seller  the  Purchase  Price,  subject  to the
            prorations and  adjustments  provided in the  immediately  preceding
        sentence, and Seller shall return the Letter of Credit to Buyer.

 ARTICLE 3 - TITLE MATTERS

      3.1   Title to Real  Property.  Except as provided in Section 3.2,  Seller
            shall  convey and Buyer  shall  accept fee simple  title to the Real
            Property,  subject to (i) applicable zoning and building  ordinances
            and governmental land use regulations, (ii) such exceptions to title
            as are listed on Schedule B of the title insurance commitment issued
            by First American Title Insurance Company (the "Title Company"),  as
            No.  971038,  a copy of which is  attached  hereto as  Exhibit E and
            incorporated  herein by this reference (the "Title  Report"),  (iii)
            such  state of facts as are  disclosed  in a survey of the  Property
            prepared in accordance with the Minimum  Requirements  for ALTA/ACSM
            Land Title  Surveys in effect on the date hereof,  to be obtained by
            Buyer during the Due Diligence  Period (said survey,  as so updated,
            being herein called the "Survey"), (iv) such state of facts as would
            be disclosed by a physical inspection of the Property,  (v) the lien
            of real estate  taxes not yet due and payable,  (vi) any  exceptions
            caused by Buyer,  its agents,  representatives  or employees,  (vii)
            such other  exceptions  as the Title  Company shall commit to insure
            over,  without any additional cost to Buyer,  whether such insurance
            is made available in consideration of payment, bonding, indemnity of
            Seller or otherwise, provided such insurance over is satisfactory to
            Buyer in its reasonable discretion, (viii) the Leases (as defined in
            Subsection  6.3(c)),  and (ix) as to Parcel One of the Real Property
            only, the leasehold  interest  constituting  Estate Two thereof (the
            foregoing  exceptions  described in clauses (i) through (viii) being
herein collectively called the "Permitted Exceptions"). 

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3.2   Title Defects.                                                
--------------                                          

           3.2.1   Certain Exceptions to Title. Notwithstanding the provisions
                    of  Section  3.1,  Buyer  shall  have the right to object in
                    writing  to any  title  matters  that  materially  adversely
                    affect title to the Real Property  which appear on the Title
                    Report or on the  Survey  (herein  collectively  called  the
                    "Other  Liens"),  provided  that  Buyer  shall use  diligent
                    efforts to identify  and timely  notify  Seller of any Other
                    Liens as soon as  possible,  but in no event  later than the
                    expiration of the Due Diligence  Period.  Unless Buyer shall
                    object to such Other  Liens prior to  expiration  of the Due
                    Diligence  Period,  or within  five (5) days  after  Buyer's
                    receipt  of  any  subsequent  update  to  the  Title  Report
                    reflecting Other Liens, all such Other Liens and any matters
                    which do not  materially  adversely  affect Buyer's title to
                    the Real  Property  which are set forth in any such  updates
                    shall  be  deemed   to   constitute   additional   Permitted
                    Exceptions.  Any exceptions  which are timely objected to by
                    Buyer  shall  be  herein   collectively  called  the  "Title
                    Objections."  Seller shall be required to remove or cause to
                    be removed at its expense any Title  Objections  only to the
                    extent  that (i) any  Title  Objections  may be  removed  or
                    satisfied by the payment of a liquidated  sum of money,  and
                    the cost of removing the same shall not exceed Five Thousand
                    Dollars  ($5,000.00) in the aggregate (the  "Mandatory  Cure
                    Amount"),   or  (ii)  such  Title  Objection  relates  to  a
                    mortgage,  deed  of  trust,  security  agreement,   judgment
                    against Seller, or mechanics or construction lien created by
                    or through Seller or any agent of Seller,  regardless of the
                    amount  thereof   (collectively,   "Seller's   Liens").   In
                    addition,  Seller may elect (but shall not be  obligated) to
                    remove,  or cause to be  removed at its  expense,  any other
                    Title Objections.  If Seller either is required to or elects
                    to  remove  or cause to be  removed  any  Title  Objections,
                    Seller shall be entitled to a reasonable  adjournment of the
                    Closing (not to exceed  thirty (30) days) for the purpose of
                    such removal,  which removal will be deemed  effected by the
                    issuance of title insurance  eliminating or insuring against
                    the  effect  of the  Title  Objections,  provided  that said
                    insurance  must be  satisfactory  to Buyer in its reasonable
                    discretion. Seller shall notify Buyer in writing within five
                    (5) days after receipt of Buyer's notice of Title Objections
                    whether  Seller  elects  to remove  the  same.  If Seller is
                    unable to remove or endorse over any Title  Objections prior
                    to the Closing, or if removal is voluntary and Seller elects
                    not to remove one or more Title Objections,  Buyer may elect
                    to either (i) terminate this  Agreement,  in which event the
                    Deposit shall be paid to Buyer and, thereafter,  the parties
                    shall have no further rights or obligations hereunder except
                    for obligations  which expressly  survive the termination of
                    this  Agreement,  or (ii) waive such  Title  Objections  and
                    receive a credit against the Balance in the amount necessary
                    to clear any  Seller's  Liens or any other Title  Objections
                    which  may be  removed  or  satisfied  by the  payment  of a
      liquidated sum of money (but not to exceed the

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                    Mandatory  Cure  Amount  except  with  respect  to  Seller's
                    Liens), in which event such Title Objections shall be deemed
                    "Permitted Exceptions" and the Closing shall occur as herein
                    provided  without  any  reduction  of or credit  against the
Purchase Price.                         

           3.2.2   Discharge of Title Objections. If on the Closing Date there
                    are any Title Objections which Seller has elected to pay and
                    discharge,  Seller  may use any  portion  of the  Balance to
                    satisfy the same,  provided Seller shall deliver to Buyer at
                    the Closing instruments in recordable form and sufficient to
                    satisfy such Title  Objections of record,  together with the
                    cost of  recording or filing such  instruments,  or provided
                    that Seller shall cause the Title Company to insure over the
                    same,  without any  additional  cost to Buyer,  whether such
                    insurance  is made  available in  consideration  of payment,
                    bonding,  indemnity of Seller or otherwise,  so long as such
                    insurance  over is  satisfactory  to Buyer in its reasonable
discretion.                             

      3.3   Title Insurance;  Survey.  At Closing,  as a condition  precedent to
            Buyer's obligation to close, the Title Company shall issue to Buyer,
            at Buyer's  sole cost and  expense,  an ALTA  Owner's  Form of title
            insurance  policy  in the form  that is  customary  in the  State of
            Virginia with extended coverage, owner's comprehensive,  zoning, tax
            parcel,  survey accuracy,  contiguity,  and access  endorsements and
            other endorsements customary in Virginia as may be arranged by Buyer
            during the Due Diligence Period (the "Owner's Title Policy"), in the
            amount of the Purchase Price,  insuring that fee simple title to the
            Real Property and the developer's  and mall owner's  interest in the
            REA's is vested in Buyer subject only to the  Permitted  Exceptions.
            Buyer shall be entitled to request that the Title  Company  provide,
            at Buyer's sole cost and expense,  such additional  endorsements (or
            amendments)  to the  Owner's  Title  Policy as Buyer may  reasonably
            require,   provided  that  (a)  such  additional   endorsements  (or
            amendments)  shall be at no cost or additional  liability to Seller,
            (b)  Buyer's   obligations   under  this  Agreement   shall  not  be
            conditioned   upon  Buyer's   ability  to  obtain  such   additional
            endorsements  and, if Buyer is unable to obtain  such  endorsements,
            Buyer  shall  nevertheless  be  obligated  to  proceed  to close the
            transaction  contemplated  by  this  Agreement  (the  "Transaction")
            without  reduction of or set off against the Purchase Price, and (c)
            the  Closing  shall not be delayed  as a result of Buyer's  request.
            Buyer shall be required to pay all costs incurred in connection with
            the Survey and any update or modification of the Survey requested by
Buyer.                                                  

 ARTICLE 4 - BUYER'S DUE DILIGENCE/CONDITION OF THE PROPERTY

Buyer  acknowledges that commencing prior to the execution of this Agreement and
continuing for a period which will expire on August 15, 1997 (the "Due Diligence
Period"),  Buyer has conducted, and shall continue to conduct, its examinations,
inspections,  testing, studies and/or investigations (herein collectively called
the "Due Diligence") of the Property and information  regarding the Property. If
Buyer is not satisfied in Buyer's sole discretion with the results of its       

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Due Diligence,  Buyer may terminate this Agreement by not timely  delivering the
Deposit, in which case this Agreement shall automatically terminate, and neither
Seller nor Buyer shall have any liability hereunder except for those obligations
which expressly  survive the termination of this Agreement.  At Closing and as a
material inducement for Seller to consummate the Transaction, Buyer will deliver
a certification in the form of Exhibit G attached hereto and incorporated herein
by this reference.                                                              

ARTICLE 5 - ADJUSTMENTS AND PRORATIONS

The following adjustments and prorations shall be made at Closing:              

5.1   Lease Rentals and Expenses.                                   
---------------------------                             

           5.1.1   Rents.  All collected rents and other payments from tenants
                    under the leases shall be prorated  between Seller and Buyer
                    as of the day prior to the Closing Date in  accordance  with
                    the  proration  principles  set forth in this  Article 5. As
                    used herein,  the term  "Revenue"  shall  include base rent,
                    minimum rent, fixed rent,  percentage rent, additional rent,
                    expense   reimbursements,   operating  cost   pass-throughs,
                    utility   charges,    common   area   maintenance   charges,
                    administrative  charges,  reimbursements  for property taxes
                    and  assessments,  insurance  charges  and any other sums or
                    charges  payable  to Seller  under the Leases and the REA's.
                    Seller shall be entitled to all Revenue  attributable to any
                    period under the Leases and REA's to but not  including  the
                    Closing  Date.  Buyer  shall  be  entitled  to  all  Revenue
                    attributable to any period under the Leases and REA's on and
                    after  the  Closing  Date.  Revenue  due to  Seller  and not
                    collected  as of the  Closing  Date shall not be prorated at
                    the time of  Closing,  but  Buyer  shall  make a good  faith
                    effort  for one year after  Closing  to collect  the same on
                    Seller's  behalf  and to  tender  the  same to  Seller  upon
                    receipt (which obligation of Buyer shall survive the Closing
                    and not be  merged  therein);  provided,  however,  that all
                    Revenue  collected  by Buyer on or after  the  Closing  Date
                    shall  first be applied to all  amounts due under the Leases
                    or  REA's as the  case  may be,  at the  time of  collection
                    (i.e., current rents and sums due Buyer as the current owner
                    and  landlord)  with the balance (if any) payable to Seller,
                    but only to the extent of amounts  delinquent  and  actually
                    due Seller and after deducting Buyer's reasonable collection
                    expense. Buyer shall have the exclusive right and obligation
                    to collect the sums due Seller  under the Leases for six (6)
                    months  following  Closing,  but Seller  hereby  retains its
                    rights to pursue any tenant  under any lease  which has been
                    terminated  and  under  which the  tenant  has  vacated  its
                    premises prior to Closing, or any other lease from and after
                    the date that is six (6) months  after  Closing for sums due
                    Seller for periods attributable to Seller's ownership of the
                    Property;  provided,  however,  that  Seller  shall  not  be
                    permitted  to  commence  or  pursue  any  legal  proceedings
                    against  any tenant  seeking  eviction of such tenant or the
termination of the                      

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                   underlying lease.  Seller's  rights under  the  immediately
                 preceding  sentence shall survive the Closing and not  be
                   merged therein.  Buyer shall receive a credit  against  the
                    Purchase  Price  for pre-paid Revenue covering the period on
and after Closing.                      

            5.1.2   Lease Expenses. At Closing, Buyer shall reimburse Seller for
                    the Lease  Expenses  (as  defined  in  Section  13.2) to the
     extent required by the terms of Section 13.2.

        5.1.3   Overage Rents.  The following proration principles shall
                    apply to the proration of overage rents, which shall include
                    percentage rents,  consumer price index escalation  payments
                    and  other  similar  rental  payments  in  excess  of fixed,
                    minimum  and base rents under the  Leases,  whether  finally
                    determined  before or after the  expiration  of the relevant
                    fiscal  years under the  respective  Leases.  Overage  rents
                    shall be separately  prorated  under each Lease on the basis
                    of the fiscal  year set forth in such Lease for the  payment
                    of overage  rents.  All interim  overage rent  payments made
                    before the Closing  Date shall be  retained by Seller  until
                    year-end  adjustment and determination of Seller's allocable
                    share  thereof,  except that  interim  payments  received by
                    either  party for the month in which the Closing Date occurs
                    shall be  prorated  between  Seller and Buyer based upon the
                    number of days in that month  occurring prior to the Closing
                    Date,  and the party  receiving  the interim  payment  shall
                    remit to or credit,  as the case may be, the other party its
                    proportionate  share for such month. All amounts received by
                    Buyer on or after the  Closing  Date as interim  payments of
                    overage  rents shall be  retained  by Buyer  until  year-end
                    adjustment and  determination  of Seller's  allocable  share
                    thereof. Upon final determination of overage rents collected
                    from a tenant for the  fiscal  year under its Lease in which
                    the  Closing  Date  occurs,  Seller and Buyer  shall  adjust
                    between themselves amounts collected for such fiscal year on
                    account of overage rents,  and Seller's  allocable  share of
                    such overage rents shall be equal to an amount determined by
                    multiplying  total overage  rents  collected for such fiscal
                    year by a fraction whose  numerator is the number of days in
                    such  fiscal  year  before  the  Closing  Date,   and  whose
                    denominator is the total number of days in such fiscal year.
                    Buyer shall furnish  Seller with  financial  statements  and
                    work  sheets,  to  the  extent  received  from  the  tenant,
                    indicating  the sales and  percentage  rent figures for each
                    tenant for all relevant  periods.  Within  fifteen (15) days
                    after final  determination  and  collection of overage rents
                    collected  from any tenant for the fiscal  year in which the
                    Closing  Date  occurs,  Buyer  shall  remit  to  Seller  its
                    allocable share, less interim payments  previously  retained
                    by Seller,  if any. If Seller has retained amounts in excess
                    of its allocable  share,  Seller,  within  fifteen (15) days
                    after notice from Buyer of the excess owed Buyer, remit such
                    excess to Buyer.  Any overage  rents with  respect to Leases
terminated before the Closing Date shall

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                    belong  entirely to Seller,  and Buyer shall remit to Seller
                    all  payments to Buyer after the Closing  Date on account of
                    such overage rents. Any overage rents with respect to Leases
                    commencing  on  or  after  the  Closing  Date  shall  belong
                    entirely  to  Buyer.  If any  overage  rents  are  collected
                    subsequent to the year-end  reconciliation between Buyer and
                    Seller  which  are  allocable  to the year in which  Closing
                    occurs,  the party collecting such amount shall  immediately
   pay to the other party its allocable share.

           5.1.4   Common Area Maintenance, Central Plant and Similar Charges.
                    To the extent tenants under Leases pay monthly  estimates of
                    common area maintenance,  central plant, utility and similar
                    charges (collectively,  "Charges") with an adjustment at the
                    end of each fiscal year for which Charges are payable,  such
                    Charges  shall be prorated in  accordance  with this Section
                    5.1.4,  if and to the  extent  such  fiscal  year ends on or
                    after the Closing Date.  Until the  adjustment  described in
                    this  Section is made,  all  amounts  received  by Seller as
                    interim payments of Charges before the Closing Date shall be
                    retained  by  Seller,   except  that  all  interim  payments
                    received by either  party for the month in which the Closing
                    Date occurs  shall be  prorated as between  Seller and Buyer
                    based upon the number of days in that month occurring before
                    the  Closing  Date,  and the  party  receiving  the  interim
                    payment  shall  remit to or credit,  as the case may be, the
                    other party its proportionate share. All amounts received by
                    Buyer as interim payments of Charges on or after the Closing
                    Date shall be retained by Buyer  until  year-end  adjustment
                    and determination of Seller's allocable share thereof except
                    to the extent  provided in Section 5.7 below.  Within  sixty
                    (60) days after the  conclusion  of the common  area  fiscal
                    year,  Seller's allocable share of actual Charges for Leases
                    in effect as of the  Closing  Date  shall be  determined  by
                    multiplying  the total  payments  due from  tenants for such
                    fiscal year  (consisting  of the sum of  estimated  payments
                    plus or  minus  year-end  adjustments)  by a  fraction  (the
                    numerator   of  which   is   Seller's   actual   third-party
                    out-of-pocket  costs of  providing  common area  maintenance
                    services prior to the Closing Date,  and the  denominator of
                    which is the cost of providing  such services for the entire
                    fiscal year.  If any Lease  provides for the  adjustment  of
                    Charges on the basis of a period  other than the common area
                    fiscal  year,  a  reasonable   method  of  calculating   the
                    adjustment  for that tenant shall be  determined so that all
                    adjustments  can be made at the same time.  If, on the basis
                    of charges for common  area  maintenance  services  actually
                    incurred by Seller and the  estimated  payments  received by
                    Seller  prior  to the  Closing  Date,  Seller  has  retained
                    amounts in excess of its  allocable  share,  it shall  remit
                    such excess to Buyer  within  fifteen (15) days after notice
                    from Buyer of the excess owed Buyer. If, on the basis of the
                    foregoing  amounts,   Seller  has  retained  less  than  its
allocable share, Buyer shall remit such 

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                    amount to Seller within  fifteen (15) days after notice from
Seller of the amount owed Seller.       

      5.2   Real Estate and Personal  Property  Taxes.  Real estate and personal
            property  taxes shall be  prorated on a cash basis for the  calendar
            year in which the Closing  occurs,  regardless of the year for which
            such  taxes  are  assessed  or  accrued.  Such  proration  shall  be
            calculated  based  upon the actual  number of days in such  calendar
            year,  with  Seller  being  responsible  for  that  portion  of such
            calendar  year  occurring  prior to midnight of the day prior to the
            Closing  Date and Buyer being  responsible  for that portion of such
            calendar  year  occurring  after  midnight  of the day  prior to the
            Closing Date. If the real estate and/or  personal  property tax rate
            and  assessments  have not been set for such calendar year, then the
            proration of such taxes shall be based upon the rate and assessments
            for the  preceding  calendar  year,  and  such  proration  shall  be
            adjusted  between  Seller  and Buyer  upon  presentation  of written
            evidence  that the actual taxes for the  calendar  year in which the
            Closing  occurs  differ  from the  amounts  used at  Closing  and in
            accordance  with the provisions of Section 5.7. Seller shall pay all
            special  assessments prior to the Closing Date;  provided,  however,
            that Seller shall not be responsible for any installments of special
            assessments  which  have  not been  confirmed  or  which  relate  to
 projects that have not been commenced on the date hereof.

     5.3   Other  Property  Operating  Expenses.  Operating  expenses for  the
            Property shall be prorated  as of  midnight  of the day prior to the
            Closing Date.  Seller shall  pay  or cause  to be paid  all  utility
            charges and  other operating  expenses  attributable to the Property
            to, but not including  the  Closing Date  (except for those  utility
            charges and operating expenses payable by tenants in accordance with
            the  Leases)  and Buyer  shall pay or  cause to be paid all  utility
            charges and other operating expenses attributable to the Property on
            or  after the Closing Date. To the extent that  the amount of actual
            consumption of any utility services is  not determined  prior to the
            Closing Date, a proration shall be made at Closing based on the last
            available reading  and  postclosing  adjustments  between  Buyer and
            Seller shall be made within twenty (20) days of the date that actual
          consumption  for  such pre-closing  period  is  determined,  which
            obligation  shall  survive the Closing and  not be  merged  therein.
            Seller shall not assign to Buyer any deposits which  Seller has with
            any  of the  utility  services or companies  servicing the Property.
            Immediately  after Closing,  Buyer  shall arrange with such services
            and companies to  have accounts opened in Buyer's name  beginning as
of 12:01 a.m. on the Closing Date.                      

      5.4   Closing  Costs.  Except as expressly  provided in Section 3.2, Buyer
            shall pay all  premiums  and  charges of the Title  Company  for the
            Owner's Title Policy (including  endorsements) to be issued pursuant
            to the Title  Report,  the cost of the Survey and any  revisions  or
            updates thereto  obtained by Buyer, all recording and filing charges
            in  connection  with the  instrument  by which  Seller  conveys  the
            Property,  all escrow or closing  charges,  all  transfer  taxes and
similar charges, if                                     

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            any,  applicable to the transfer of the Property to Buyer, all costs
            of Buyer's due diligence and any other costs customarily paid by the
            buyer pursuant to local  practice.  Seller shall pay any other costs
            not allocated to Buyer above which are applicable to the transfer of
            the  Property  to  Buyer  and are  customarily  paid  by the  seller
            pursuant  to local  practice.  Except  as  otherwise  agreed  by the
            parties, each party shall pay its own attorneys.  The obligations of
            the  parties  to pay  applicable  escrow or  closing  charges  shall
survive the termination of this Agreement.              

      5.5   Cash Security Deposits. At Closing, Seller shall give Buyer a credit
            against the Balance in the aggregate amount of the security deposits
            which remain the  obligation  of the landlord or Buyer after Closing
            then held by Seller under the Leases and any interest  thereon less,
            any  administrative  or  similar  charges  to  which  Seller  may be
entitled under applicable law.                          

      5.6   Apportionment  Credit. In the event the apportionments to be made at
            the Closing result in a credit balance (i) to Buyer,  such sum shall
            be paid (at Seller's option) at the Closing by giving Buyer a credit
            against the Balance in the amount of such credit balance, or (ii) to
            Seller,  Buyer shall pay the amount thereof to Seller at the Closing
            by wire transfer of  immediately  available  funds to the account or
           accounts to be designated by Seller for the payment of the Balance.

      5.7   Delayed  Adjustment.  If at any time following the Closing Date, the
            amount of an item  listed in  any section of  this  Article 5  shall
          prove to  be incorrect  (whether  as  a  result  of  an  error  in
            calculation or a lack of complete and accurate information as of the
            Closing), the party in whose favor the error was made shall promptly
            pay to the other party the sum necessary to correct  such error upon
            receipt of  proof  of  such  error,  provided  that  such  proof  is
            delivered  to the party from whom payment is requested on  or before
            March 31, 1998.  The  provisions of this Section  5.7 shall  survive
the Closing and not to be merged therein.               

 ARTICLE 6 - CLOSING

Buyer and Seller  hereby  agree that the  Transaction  shall be  consummated  as
follows:                                                                        

      6.1   Closing  Date.  Subject to  Seller's  right to extend the Closing as
            provided in this Agreement,  the Transaction shall close ("Closing")
            on the date (the "Closing Date") selected by Buyer and acceptable to
            Seller but in no event later than  September  30,  1997  (subject to
            Seller's right to extend as provided herein). Seller and Buyer shall
            use good faith,  reasonable  efforts to  schedule  the Closing for a
            date on or before September 1, 1997.  Closing will be by a so-called
            "New York style" closing. The Closing shall take place at 10:00 a.m.
            Central  Time in the  offices of  Seller's  attorneys  and Buyer and
Seller shall conduct a "pre-closing"                    

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            on the  last  business  day prior to  the Closing  Date  with  title
            transfer and payment of the Purchase Price  to be  completed  on the
            Closing Date as set forth  in Section  6.2.  Time is of the  essence
with respect to the Closing Date.                       

      6.2   Title  Transfer  and  Payment  of  Purchase   Price.   Provided  all
            conditions  precedent to Seller's  obligations  hereunder  have been
            satisfied,  Seller  agrees to convey  title to the Real  Property to
            Buyer by special  warranty deed upon  confirmation of receipt of the
            Purchase  Price by either  Seller or the  Escrow  Agent as set forth
            below.  Provided all  conditions  precedent  to Buyer's  obligations
            hereunder have been  satisfied,  Buyer agrees to deliver the payment
            specified in Section 2.2 by timely  delivering the same to Seller no
            later than 2:00 p.m. Central Time on the Closing Date. For each full
            or partial day after the Closing  Date that Seller has not  received
            in its account the payment specified in Section 2.2, Buyer shall pay
            to Seller one (1) day's interest on the unpaid funds at the rate per
            annum equal to the "prime"  lending rate of interest  then in effect
as announced by Bank of New York.                       

      6.3   Seller's Closing Deliveries. At the Closing, Seller shall deliver or
         cause to be delivered to Buyer or the Escrow Agent the following:

     (a)     Deed. Collectively, deeds consisting of (i) a special
                    warranty  deed in the form of Exhibit H attached  hereto and
                    incorporated  herein  by  this  reference  with  respect  to
                    Parcels  Two and  Three  of the  Real  Property,  and (ii) a
                    trustee's deed and trustee's deed or assignment of leasehold
                    in form  sufficient to permit  issuance of the Owner's Title
                    Policy  with  respect  to Parcel  One of the Real  Property,
                    conveying to Buyer all of Seller's right, title and interest
                    in and to the Real  Property,  subject only to the Permitted
                    Exceptions  ("Deed").  The  trustee's  deeds shall contain a
                    special  warranty of title (as  defined in Section  55-69 of
                    the Code of Virginia) by Seller and The Prudential Insurance
                    Company of America which covers the entire period of time of
                    Seller's  ownership  of  legal  or  beneficial  title to the
Property.                               

            (b)     Bill  of  Sale.  A bill of sale  in the  form of  Exhibit  I
                    attached  hereto and  incorporated  herein by this reference
                    conveying all of Seller's  right,  title and interest in and
                    to the Personal  Property and containing a special  warranty
of title as above provided.             

            (c)     Assignment of Tenant Leases. An assignment and assumption of
                    tenant leases,  in the form of Exhibit J attached hereto and
                    incorporated  herein  by  this  reference   ("Assignment  of
                    Leases") transferring all of Seller's interest in the tenant
                    space  leases  and  any  amendments,  guarantees  and  other
                    documents   relating  thereto   identified  in  Exhibit  K-1
                    attached  hereto and  incorporated  herein by this reference
                    (as  updated at  Closing)  (herein  collectively  called the
"Leases"), together with all security   

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                    deposited   by  the   tenants   thereunder   which  are  the
           obligations of landlord or the Buyer after Closing.

            (d)     Assignment of Equipment Leases,  Commission  Agreements  and
                    Service Contracts. An assignment and assumption of equipment
                    leases, commission agreements, service contracts, warranties
                    and guaranties and the Other Property  Rights (to the extent
                    the same are not  transferred  by the Deed,  Bill of Sale or
                    Assignment  of  Leases)  in the form of  Exhibit L  attached
                    hereto   and   incorporated   herein   by   this   reference
                    ("Assignment  of  Contracts"),  transferring,  to the extent
                    assignable,  without liability or expense to Seller,  all of
                    Seller's  interest  in the  equipment  leases  and any lease
                    commission  agreements  in  effect  at the  Property  on the
                    Closing Date, all uncanceled  service contracts  encumbering
                    the  Property  on  the  Closing  Date,  all  warranties  and
                    guaranties  which  remain in effect on the Closing  Date and
                    any Other Property Rights not otherwise transferred to Buyer
                    (all of the foregoing being herein  collectively  called the
                    "Contracts").   Seller   shall  not  assign   any   existing
                    management   agreement  or  any  contracts  or  policies  of
insurance for the Property.             

            (e)     Tenant Estoppel Letters. Executed estoppel letters,  without
                    material exceptions,  qualifications or modifications,  from
                    (a) each of those tenants identified on Exhibit M-1 attached
                    hereto and incorporated  herein by this reference as "Anchor
                    Tenants" and "10,000 SF + Tenants" (collectively, the "Major
                    Tenants"),  and (b) other tenants collectively  occupying no
                    less  than  seventy-five  percent  (75%) of the area  leased
                    under the Leases (excluding the area leased under the Leases
                    with the Major Tenants) (the "Other  Tenants").  All of such
                    estoppel  letters shall be dated no earlier than the date of
                    this Agreement.  Seller shall request from tenants  estoppel
                    letters  in the  form  approved  by Buyer  and set  forth in
                    Exhibit M-2 attached hereto and incorporated  herein, but it
                    is expressly understood that notwithstanding the contents of
                    Exhibit  M-2, the  requirements  of this  paragraph  will be
                    satisfied by any estoppel letter  substantially  in the form
                    which  such  Major  Tenant or Other  Tenant is  required  to
                    provide  pursuant  to the terms of such  Major  Tenant's  or
                    Other  Tenant's  Lease.  In the event Seller  cannot for any
                    reason  obtain a tenant  estoppel  letter from a 10,000 SF +
                    Tenant,  Seller shall deliver to Buyer a Seller's (landlord)
                    estoppel  letter in the form of Exhibit M-3 attached  hereto
                    and   incorporated   herein  by  this  reference.   Seller's
                    liability under Seller's  estoppel  letters shall expire and
                    be of no further  force or effect with respect to any claims
                    first made after the  expiration  of one (1) year  following
                    the Closing Date;  provided,  however,  that if Seller shall
                    obtain a consistent estoppel certificate  addressed to Buyer
                    from  any  such  tenant  after  delivery  of  such  Seller's
                    estoppel  letter  with  respect  to  such  tenant,  Seller's
                    (landlord)  estoppel  letter  shall,  as of the date of such
tenant's  estoppel  letter,  be  without

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                    further  force or  effect.  Seller  shall  deliver  to Buyer
                    copies of all estoppel letters (and all written responses to
                    any such requested  estoppel  letter)  promptly upon receipt
                    thereof by Seller  (regardless of whether received before or
                    after  Closing  and  whether  needed to satisfy  the 75% and
                    other requirements above). Seller shall use its best efforts
                    (without  having  to  file a  lawsuit)  to  obtain  estoppel
                    letters from all tenants as soon as possible  after the date
                    hereof. For purposes hereof, an exception,  qualification or
                    modification   in  an  estoppel   letter   shall  be  deemed
                    "material"  only if:  (i) Buyer is not  "deemed to know" the
                    matter   described  by  such  exception,   qualification  or
                    modification  prior to the end of the Due Diligence  Period;
                    or (ii) such exception,  qualification  or modification  (a)
                    disputes  the  enforceability  of the Lease,  (b)  asserts a
                    default or breach by the  landlord  under the Lease,  or (c)
                    asserts a term or condition not contained in the copy of the
                    Lease  delivered to Buyer,  which  condition  materially and
          adversely affects the economic terms of the Lease.

            (f)     Notice  to  Tenants.  A single  form  letter  in the form of
                    Exhibit N attached  hereto and  incorporated  herein by this
                    reference to each tenant under the Leases,  duplicate copies
                    of  which  would  be sent  notifying  it of the  sale of the
                    Property to Buyer and  advising it that all future  payments
                    of rent and other  payments  due under the  Leases are to be
        made to Buyer at an address designated by Buyer.

            (g)     Non-Foreign Status Affidavit. A non-foreign status affidavit
                    in the form of  Exhibit O attached  hereto and  incorporated
                    herein by this reference, as required by Section 1445 of the
Internal Revenue Code.                  

            (h)     Evidence  of  Authority.   A  certificate  of  an  Assistant
                    Secretary of Seller with respect to the  authority to act on
                    behalf of Seller of the  individual  executing  on behalf of
                    Seller all  documents  contemplated  by this  Agreement  and
             Seller's authorization to consummate the Transaction.

            (i)     Seller's Certificate. The certificate of Seller updating and
           certifying to the matters set forth in Section 8.2.

            (j)     Property Documents. (i) To the extent in the  possession  or
                    control of or reasonably  available to Seller or the current
                    manager  of  the   Property,   (A)  the  original   (or,  if
                    unavailable,   a  copy)  of  the  existing   certificate  or
                    certificates  of  occupancy  for the  Property,  and (B) all
                    original  (or,  if  unavailable,  copies  of)  certificates,
                    licenses,  permits,  authorizations and approvals issued for
                    or  with  respect  to  the  Property  by  governmental   and
                    quasi-governmental authorities having jurisdiction; and (ii)
                    all  books,   records  and  files  (other  than  Proprietary
                    Materials)  located  at the  Property  or at the  office  of
                    Seller's  building  manager relating to the Property and the
                    ownership  and   operation   thereof  and  all  other  items

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                    constituting  the  other  Property  Rights   (excluding  the
                    Contracts  and Leases)  (the items  described in clauses (i)
                    and (ii) being  herein  collectively  called  the  "Property
Documents").                            

            (k)     Other  Documents.  Such other documents as may be reasonably
                    required by the Title Company (including the Title Company's
                    form of owner's  and  mechanic's  lien  affidavit  and a gap
                    indemnity)  or as may be agreed  upon by Seller and Buyer to
consummate the Transaction.             

            (l)     Letters of Credit as Tenant Security Deposits.  With respect
                    to any security deposits which are letters of credit, Seller
                    shall,  (i) if the same are assignable,  deliver to Buyer at
                    the Closing  such  letters of credit and execute and deliver
                    such other  instruments  as the  issuers of such  letters of
                    credit  shall  reasonably  require to assign such letters of
                    credit to Buyer,  or (ii) cooperate with Buyer to change the
                    named  beneficiary  under such letters of credit to Buyer or
                    to obtain  reissuance of such letters of credit to Buyer, so
                    long as  Seller  does  not  incur  any  material  additional
     liability or expense in connection therewith.

            (m)     Keys and  Original  Documents.  Keys and entry  cards to all
                    locks on the Real Property (in Seller's or Seller's building
                    manager's possession) and originals or, if originals are not
                    available,  copies,  of the  Leases  and  Contracts  (unless
                    canceled as set forth  herein)  encumbering  the Property on
the Closing Date.                       

        (n)     Transfer Taxes. If applicable, duly completed and signed
real estate transfer tax returns.       

            (o)     REA Estoppel Letters.  Executed estoppel  letters from  each
                    party to the reciprocal easement agreements  encumbering the
                    Real Property (the "REA's")  which parties are identified on
                    Exhibit D attached  hereto and  incorporated  herein by this
                    reference (the "REA Parties").  Said estoppel  letters shall
                    be  substantially  in the  form of  Exhibit  M-4  (the  "REA
                    Estoppel").  All  such  estoppel  letters  shall be dated no
                    earlier  than  the  date  of this  Agreement  and  shall  be
                    substantially  in the form which such REA Party is  required
                    to provide pursuant to the terms of said reciprocal easement
                    agreement or, if no form is specified,  in the REA Estoppel.
                    Seller shall deliver to Buyer copies of all estoppel letters
                    (and  written  responses  to any  estoppel  letter  request)
promptly upon receipt thereof by Seller.

            (p)     Additional  Documents.  (1) Notice  letter to REA Parties in
                    form  substantially  the  same  as  Exhibit  N  hereto;  (2)
                    Assignment  of REA  Documents  in the  form of  Exhibit  J-1
                    hereto; (3) Investment Banker's release regarding payment of
           its  fee;  (4)  Closing   Statement   with  respect

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                    to the prorations pursuant to Article 5; and (5) evidence of
                    termination of management  agreement and release by property
manager.                                

      6.4   Buyer Closing Deliveries.  At the Closing,  Buyer  shall  deliver or
                    cause to be  delivered  to  Seller or the  Escrow  Agent the
following:                              

            (a)     Balance.  The Balance,  as adjusted for  apportionments  and
                    other  adjustments  required under this Agreement,  plus any
                    other amounts  required by the terms of this Agreement to be
paid by Buyer at Closing.               

           (b)     Assignment of Leases. The Assignment of Leases executed and
acknowledged by Buyer.                  

            (c)     Assignment of Equipment Leases,  Commission  Agreements  and
                    Service Contracts.  The Assignment of Contracts executed and
acknowledged by Buyer.                  

            (d)     Buyer's  Certificates. The  certificate  of  Buyer  required
                    under Article 4 hereof and a certificate of Buyer certifying
   as to the matters set forth in Section 8.1.

            (e)     Buyer's  ERISA   Certificate.   The   certificate  of  Buyer
                    substantially  in the form of Exhibit P attached  hereto and
                    incorporated  herein by this  reference  as to the  Employee
                    Retirement   Income   Security  Act  of  1974,   as  amended
("ERISA").                              

            (f)     Evidence  of  Authority.   Documentation   to  establish  to
                    Seller's  reasonable  satisfaction the due  authorization of
                    Buyer's  acquisition of the Property and Buyer's delivery of
                    the documents  required to be delivered by Buyer pursuant to
this Agreement.                         

            (g)     Other Documents. Such other documents  as may be  reasonably
                    required  by the  Title  Company  or may be  agreed  upon by
       Seller and Buyer to consummate the Transaction.

           (h)     Transfer Taxes.  If applicable, duly completed  and  signed
real estate transfer tax returns.       

      6.5   Delivery of Deed.  Effective  upon delivery of the Deed,  actual and
            exclusive possession (subject only to the Permitted  Exceptions) and
     risk of loss to the Property shall pass from Seller to Buyer.

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 ARTICLE 7 - CONDITIONS TO CLOSING

      7.1   Seller's Obligations. Seller's obligation  to close the  Transaction
            is conditioned on all of the  following,  any or all of which may be
          waived by Seller by an express written waiver, at its sole option:

           (a)     Corporate  Approval.  The  unconditional  approval  of  the
                    Transaction  by the Finance  Committee of Seller's  Board of
                    Directors,  in its sole  discretion,  to be  obtained  on or
before August 13, 1997;                 

            (b)     Representations True.  All  representations  and  warranties
                    made by Buyer in this Agreement shall be true and correct in
                    all material  respects on and as of the Closing  Date, as if
made on and as of such date;            

            (c)     Buyer's Deliveries Complete.  Buyer shall have delivered the
                    funds  required  hereunder  and all of the  documents  to be
                    executed  by Buyer set forth in  Section  6.4 and shall have
                    performed all other covenants, undertakings and obligations,
                    and complied with all conditions required by this Agreement,
                    to be performed or complied with by Buyer at or prior to the
Closing.                                

      7.2   Buyer's Obligations.  Buyer's obligation  to  close the  Transaction
            is conditioned on all of the following, any or all  of which may  be
 expressly waived by Buyer in writing, at its sole option:

           (a)     Partnership Approval.  The  unconditional  approval of  the
                    Transaction by the  Partnership  Committee of Buyer,  in its
                    sole discretion, to be obtained on or before August 8, 1997;

            (b)     Representations True.  Subject to the provisions of  Section
                    8.3, all  representations  and warranties  made by Seller in
                    this  Agreement,  as the same may be amended as  provided in
                    Section  8.3,  shall be true  and  correct  in all  material
                    respects on and as of the Closing Date, as if made on and as
of such date;                           

            (c)     Title Conditions Satisfied.  At  the  time of  the  Closing,
                    title to the  Property  shall be as provided in Article 3 of
                    this  Agreement  and  the  Owner's  Title  Policy  shall  be
delivered to Buyer; and                 

            (d)     Seller's  Deliveries  Complete.  Seller shall have delivered
                    all of the  documents and other items  required  pursuant to
                    Section 6.3 and shall have  performed  all other  covenants,
                    undertakings   and   obligations,   and  complied  with  all
                    conditions  required by this  Agreement,  to be performed or
                    complied with by Seller, and all other conditions to Buyer's
                    obligations  hereunder shall have been satisfied at or prior
to the Closing.                         

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      7.3   Waiver of Failure of Conditions  Precedent.  At any time or times on
            or before the date specified for the  satisfaction of any condition,
            Buyer or Seller  may elect in  writing  to waive the  benefit of any
            such   condition   set  forth  in  Section   7.l  or  Section   7.2,
            respectively. By closing the Transaction,  Buyer and Seller shall be
            conclusively  deemed to have  waived the  benefit  of any  remaining
            unfulfilled conditions  set forth in  Section  7.1  or Section  7.2,
            respectively,  except  for  any  breach  of  any  representation  or
            warranty or any default  or other  breach  hereunder  other  than  a
            breach of  a representation or  warranty which  is  deemed waived or
            modified pursuant to Section 8.3 hereof.  In the  event  any  of the
            conditions set forth in Sections 7.l  or  7.2 are neither waived nor
            fulfilled,  Buyer or  Seller (as  appropriate)  may terminate  their
           obligations  to  perform  at the  Closing and otherwise  under this
   Agreement in  accordance with the provisions of Article 10.

ARTICLE 8 - REPRESENTATIONS AND WARRANTIES

    8.1   Buyer's Representations.  Buyer represents  and warrants  to,  and
covenants with, Seller as follows:                      

            8.1.1   Buyer's Authorization.  Buyer is duly organized (or formed),
                    validly  existing and in good standing under the laws of its
                    State of organization and the State in which the Property is
                    located, and is authorized to consummate the Transaction and
                    fulfill  all of its  obligations  hereunder  and  under  all
                    documents contemplated hereunder to be executed by Buyer and
                    at Closing,  Buyer will have all necessary  power to execute
                    and deliver this  Agreement and all  documents  contemplated
                    hereunder  to be executed by Buyer and to perform all of its
                    obligations hereunder and thereunder. This Agreement and all
                    documents  contemplated hereunder to be executed by Buyer at
                    Closing  will  have been duly  authorized  by all  requisite
                    partnership  action  on the  part of  Buyer  and will be the
                    valid and legally binding  obligation of Buyer,  enforceable
                    in  accordance  with their  respective  terms.  Neither  the
                    execution  and delivery of this  Agreement and all documents
                    contemplated  hereunder  to be  executed  by Buyer,  nor the
                    performance  of  the   obligations  of  Buyer  hereunder  or
                    thereunder  will result in the  violation  of any law or any
                    provision of the agreement of  partnership  of Buyer or will
                    conflict   with  any   order  or  decree  of  any  court  or
                    governmental instrumentality of any nature by which Buyer is
bound.                                  

      8.2   Seller's Representations.  Seller  represents  and  warrants to, and
covenants with, Buyer as follows:                       

            8.2.1   Seller's Authorization.  Each of Seller  and  The Prudential
                    Insurance  Company  of  America  ("Prudential")  (a) is duly
                    organized (or formed), validly existing and in good standing
                    under the laws of its State of organization and the State in
                    which the Property is located,  (b) subject to obtaining the
                 approval  described in Subsection  7.1(a),  is authorized

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                    to  consummate  the  Transaction  and  fulfill  all  of  its
                    obligations  hereunder and under all documents  contemplated
                    hereunder  to be executed by Seller (or  Prudential,  as the
                    case may be), and (c) has all necessary power to execute and
                    deliver  this  Agreement  and  all  documents   contemplated
                    hereunder to be executed by such party and to perform all of
                    its  obligations   hereunder  and  thereunder.   Subject  to
                    obtaining the approval described in Subsection 7.1(a),  this
                    Agreement  and all  documents  contemplated  hereunder to be
                    executed by Seller and Prudential  have been duly authorized
                    by all requisite partnership or corporate action on the part
                    of Seller  and  Prudential  and are the  valid  and  legally
                    binding obligation of Seller and Prudential, as the case may
                    be,  enforceable in accordance with their respective  terms.
                    Neither the execution and delivery of this Agreement and all
                    documents  contemplated  hereunder  to be executed by Seller
                    and  Prudential nor the  performance  of the  obligations of
                    Seller and Prudential hereunder or thereunder will result in
                    the  violation of any Law or any  provision of the agreement
                    of partnership or articles of  incorporation  and by-laws of
                    Seller  or  Prudential  or will  conflict  with any order or
                    decree of any court or governmental  instrumentality  of any
                    nature by which Seller or  Prudential  is bound.  Subject to
                    obtaining the approval  described in Section 7.1(a),  Seller
                    and  Prudential  have all third party consents and approvals
necessary to consummate the Transaction.

8.2.2   Other Seller's Representations.                 

                    (a) Except as  listed  in  Exhibit  Q  attached  hereto  and
                        incorporated  herein by this  reference,  Seller has not
                        received   any   written   notice   of   litigation   or
                        administrative  proceedings  pending  or  threatened  in
                        writing  against  Seller  or  the  Property   (including
                        eminent domain or similar  proceedings)  which would, if
                        determined  adversely  to Seller,  adversely  affect the
                        Property,  and to  Seller's  knowledge  (as said term is
                        hereinafter  defined)  there  are no  eminent  domain or
                        similar  proceedings  pending or  threatened  in writing
against the Property.           

                    (b) There are no  service,  supply,  maintenance  or utility
                        contracts  affecting the Property and imposing  material
                        obligations  on Seller  or the  Property  which  will be
                        binding  upon  Buyer  after the  Closing  other than the
              Contracts listed in Exhibit B attached hereto.

                    (c) Seller has not  received  any written  notice of default
                        under the terms of any of the  Contracts  which  remains
                      uncured except as listed in Exhibit Q attached hereto.

                    (d) The only tenants of the  Property are the tenants  under
                        the Leases  listed in Exhibit  K-1  attached  hereto and
incorporated  herein by         

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                        this reference, as modified by any modifications  listed
                       on Exhibit  K-1,  and there  are  no  other  Leases (or
                    modifications  thereto) which  are  not reflected in
Exhibit K-1.                    

                    (e) Except as listed in  Exhibit Q attached  hereto,  Seller
                        has  not   received   any   written   notice   from  any
                        governmental  authority of any  violation of any zoning,
                        building,  fire,  environmental or health code, statute,
                        ordinance, rule or regulation applicable to the Property
                        which remains uncured, and to Seller's knowledge, (i) no
                        such violations of any material nature are in existence,
                        and (ii) Seller has all  material  licenses  and permits
                        necessary  for  operation of the Property as the same is
                        presently  operated  and such  licenses and permits have
         not, to Seller's knowledge, been revoked.

                    (f) Seller shall direct the current manager of the Property,
                        Faison  Associates,  to give or otherwise make available
                        to Buyer, its attorneys,  agents and/or  representatives
                        all non-proprietary  books,  records, and other writings
                        in such manager's possession related in any material way
                        to the use,  ownership  or  operation  of the  Property,
                        excluding the Proprietary Materials, and shall work with
                        said manager to provide a smooth and orderly  transition
                        of management of the Property to Buyer at and subject to
Closing.                        

                    (g) Except as set forth in Exhibit B attached hereto,  there
                        are no  leasing  commissions  or fees due in  connection
                        with any  lease or  occupancy  agreement  affecting  the
                        Property  that have not been  paid in full  prior to the
date hereof.                    

                    (h) Except as set forth on  Exhibit Q  attached  hereto  and
                        except for defaults  cured on or before the date hereof,
                        Seller has neither (i) received any written  notice from
                        any tenant of the  Property  or REA Party  asserting  or
                        alleging  that Seller is in default  under such tenant's
                        Lease or the relevant  REA, as the case may be, nor (ii)
                        sent to any  tenant  of the  Property  or REA  Party any
                        written notice alleging or asserting that such tenant or
                        REA Party is in  default  under such  tenant's  Lease or
such REA, as the case may be.   

                    (i) Seller owns the Personal  Property,  the Leases (and the
                        interest  of  landlord   thereunder)  and  the  Property
                        owner's and developer's  rights under the REA's free and
                        clear of all charges, exceptions, liens and encumbrances
                        except the Permitted Exceptions to the extent applicable
thereto.                        

                    (j) Seller has no employees at the Property, and to Seller's
                        knowledge,  the employees engaged in property management
at the                          

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                       Property are employees of the management company employed
by Seller to manage the Property. 

                    (k) To  Seller's  knowledge,   except  for  any  Proprietary
                        Materials  removed  therefrom  as  contemplated  by this
                        Agreement,   the  Property   Documents,   including  any
                        operating  statements  recording  revenues  and expenses
                        included  therein,  are the files  used in the  ordinary
                        course of business for management of the Property and to
                        prepare reports with respect to the Property, and Seller
                        has   not    removed    any    documents,    agreements,
                        correspondence  or other  information  from the Property
                        Documents  (except for any  Proprietary  Materials) with
                        the intent of concealing  information from Buyer. Seller
                        shall  direct  its  property  manager  to make  all such
                        Property Documents in its possession available to Buyer.

                    (l) Except  as  set  forth  in  the  Leases  and   Permitted
                        Exceptions,   there  are  no  outstanding  contracts  to
                        purchase,  options to purchase,  rights of first refusal
                        to purchase or other preferential rights to purchase the
                        Property which would be binding on Buyer or the Property
following Closing.              

                    (m) Except  as   included   in  the  Leases  and   Permitted
                        Exceptions,  there are no REA's or  modifications  of or
                        supplements  to REA's which would be binding on Buyer or
    the Real Property following Closing.

8.3   General Provisions.                                           
-------------------                                     

           8.3.1   Definition of "Seller's Knowledge".  All references in this
                    Agreement to Seller's  knowledge or words of similar  import
                    shall refer only to the actual  knowledge of Steve  Vittorio
                    (the  "Designated  Employee")  and shall not be construed to
                    refer  to the  knowledge  of any  other  officer,  agent  or
                    employee of Seller or any affiliate  thereof or to impose or
                    have  imposed  upon  the  Designated  Employee  any  duty to
                    investigate  the  matters  to which such  knowledge,  or the
                    absence thereof,  pertains,  including,  but not limited to,
                    the  contents of the files,  documents  and  materials  made
                    available  to or disclosed to Buyer or the contents of files
                    maintained by the  Designated  Employee;  provided that with
                    respect to such  matters the  Designated  Employee  has made
                    inquiry  of the  management  company  currently  engaged  by
                    Seller to manage the  Property.  There  shall be no personal
                    liability on the part of the Designated Employee arising out
         of any representations or warranties made herein.

            8.3.2   Seller's Representations Deemed Modified. To the extent that
                    Buyer knows or is deemed to know prior to the  expiration of
the Due                                 

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                    Diligence   Period   that   Seller's   representations   and
                    warranties in Section 8.2.2 hereof are inaccurate, untrue or
                    incorrect in any way, such  representations  and  warranties
                    shall be deemed  modified to reflect  Buyer's  knowledge  or
                    deemed  knowledge,  as the case may be. For purposes of this
                    Section  8.3.2 and  Section  8.3.3,  "Buyer"  shall  include
                    Buyer,  its  affiliates,  and the employees of Buyer and all
                    such affiliates,  and for purposes of this Agreement,  Buyer
                    shall be "deemed to know" that a representation  or warranty
                    was untrue,  inaccurate or incorrect to the extent that this
                    Agreement,  the  Leases,  the  files  regarding  the  Leases
                    included  in  the  Property   Documents,   the  REA's,   any
                    environmental  reports  included in the Property  Documents,
                    any  estoppel  certificate  executed  by any  tenant  of the
                    Property  or REA  Party  and  delivered  to  Buyer  prior to
                    expiration  of the Due  Diligence  Period,  or any  studies,
                    tests,  reports,  or  analyses  prepared  by or for Buyer or
                    otherwise  obtained by Buyer contains  information  which is
          inconsistent with such representation or warranty.

                    8.3.3 Notice of Breach; Seller's Right to Cure. If after the
                    expiration  of the Due  Diligence  Period  but  prior to the
                    Closing,  Buyer  obtains  actual  knowledge  that any of the
                    representations  or  warranties  made in  Section  8.2.2  by
                    Seller are untrue,  inaccurate  or incorrect in any material
                    respect,  Buyer may, at Buyer's  sole  option  (but  failing
                    which Seller shall have no liability  therefor)  give Seller
                    written  notice  thereof  within five (5)  business  days of
                    obtaining  such knowledge  (but, in any event,  prior to the
                    Closing). If at or prior to the Closing,  Seller or Seller's
                    Designated  Employee  obtains  knowledge  that  any  of  the
                    representations  or  warranties  made  herein by Seller  are
                    untrue,  inaccurate  or incorrect  in any material  respect,
                    Seller shall give Buyer written  notice  thereof within five
                    (5) business days of obtaining such  knowledge  (but, in any
                    event, prior to the Closing).  In either such event,  Seller
                    shall  have the  right  to cure  such  misrepresentation  or
                    breach and shall be entitled to a reasonable  adjournment of
                    the Closing (not to exceed thirty (30) days) for the purpose
                    of  such   cure.   If  Seller  is  unable  to  so  cure  any
                    misrepresentation  or breach, then Buyer, as its sole remedy
                    for  any and  all  such  materially  untrue,  inaccurate  or
                    incorrect  material  representations  or  warranties,  shall
                    elect  either  (a)  to  waive  such   misrepresentations  or
                    breaches  of  warranties  and  consummate  the   Transaction
                    without any  reduction  of or credit  against  the  Purchase
                    Price,  or (b) to terminate this Agreement by written notice
                    given to Seller  on or before  the  Closing  Date,  in which
                    event this Agreement shall be terminated,  the Deposit shall
                    be returned to Buyer and,  thereafter,  neither  party shall
                    have any further rights or obligations  hereunder  except as
                    provided in any section  hereof that by its terms  expressly
                    provides that it survives any termination of this Agreement.
                    If any such representation or warranty is untrue, inaccurate
                    or incorrect  but is not,  when taken with all other untrue,
inaccurate or incorrect                 

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                    representations   or  warranties,   untrue,   inaccurate  or
                    incorrect in any material respect,  Buyer shall be deemed to
                    waive  such  misrepresentation  or breach of  warranty,  and
                    Buyer  shall  be  required  to  consummate  the  Transaction
                    without any  reduction  of or credit  against  the  Purchase
                    Price.  The  untruth,   inaccuracy  or  incorrectness  of  a
                    representation or warranty shall be deemed material only if,
                    when taken with all other  untrue,  inaccurate  or incorrect
                    representations  or warranties,  Buyer's aggregate  damages,
                    losses  or  lost   Revenue   resulting   from  the  untruth,
                    inaccuracy   or   incorrectness   of   any  or  all  of  the
                    representations  or warranties are  reasonably  estimated by
Buyer to exceed $100,000.               

            8.3.4   Survival;    Limitation   on   Seller's    Liability.    The
                    representations  and  warranties  made by Seller in  Section
                    8.2.2 shall  survive  the Closing and not be merged  therein
                    for a period of one (1) year and Seller shall only be liable
                    to Buyer  hereunder  for a breach  of a  representation  and
                    warranty made herein or in any of the documents  executed by
                    Seller at the Closing  with respect to which a claim is made
                    by Buyer against  Seller on or before the  expiration of one
                    (1) year  after the date of the  Closing.  Anything  in this
                    Agreement  to  the  contrary  notwithstanding,  the  maximum
                    aggregate  liability  of Seller  for  Seller's  breaches  of
                    representations  and  warranties  herein or in any documents
                    executed  by Seller at Closing  (including,  but not limited
                    to,  any  Seller  estoppel  letters  delivered  pursuant  to
                    Section  6.3(e))  shall be  limited  as set forth in Section
                    14.16 hereof. Notwithstanding the foregoing, however, if the
                    Closing occurs, Buyer hereby expressly waives,  relinquishes
                    and releases any right or remedy  available to it at law, in
                    equity  or  under  this  Agreement  to make a claim  against
                    Seller for damages that Buyer may incur,  or to rescind this
                    Agreement  and  the  Transaction,  as the  result  of any of
                    Seller's   representations   or  warranties   being  untrue,
                    inaccurate  or  incorrect  if (a) Buyer knew or is deemed to
                    know  that  such  representation  or  warranty  was  untrue,
                    inaccurate  or incorrect at the time of the Closing,  or (b)
                    Buyer's  damages as a result of all such untrue,  inaccurate
                    or incorrect  representations  or warranties  are reasonably
           estimated by Buyer to aggregate less than $100,000.

 ARTICLE 9 - COVENANTS

9.1   Buyer's Covenants. Buyer hereby covenants as follows:         

            9.1.1   Confidentiality.   Buyer acknowledges  that any  information
                    furnished  to Buyer with  respect to the Property is and has
                    been so furnished on the condition  that Buyer  maintain the
                    confidentiality thereof. Accordingly,  Buyer shall hold, and
                    shall use good  faith  commercially  reasonable  efforts  to
                    cause  its  directors,  officers  and  other  personnel  and
                    representatives  to  hold,  in  strict  confidence,  and not
                    disclose  to any other  person  without  the  prior  written
consent  of  Seller  until  the  Closing

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                    shall  have  been  consummated,  any of the  information  in
                    respect of the  Property  delivered to or for the benefit of
                    Buyer   whether  by  agents,   consultants,   employees   or
                    representatives  of Buyer or by Seller or any of its agents,
                    representatives or employees, including, but not limited to,
                    any  information   obtained  by  Buyer  or  any  of  Buyer's
                    Representatives in connection with any studies, inspections,
                    testings or analyses  conducted  by Buyer as part of its Due
                    Diligence.  In the event the Closing does not occur and this
                    Agreement  is  terminated,  Buyer shall  promptly  return to
                    Seller  all  copies  of  documents  containing  any of  such
                    information  without  retaining  any copy thereof or extract
                    therefrom.  Seller  agrees  to use good  faith  commercially
                    reasonable  efforts  to keep the  terms  of the  Transaction
                    confidential  through  the  Closing  Date.   Notwithstanding
                    anything to the contrary  hereinabove  set forth,  Buyer may
                    disclose such information (i) on a need to know basis to its
                    employees or members of  professional  firms serving it, and
                    (ii) as any governmental agency or NYSE may require in order
                    to comply  with  applicable  laws  and/or  regulations.  The
                    provisions of this  Subsection  9.1.1 shall terminate at the
                Closing but shall survive termination of this Agreement.

         9.1.2   Approvals not a Condition to Buyer's Performance.   Buyer
                    acknowledges and agrees that its obligation to perform under
                    this  Agreement is not  contingent  upon Buyer's  ability to
                    obtain any (a) governmental or  quasi-governmental  approval
                    of  changes  or  modifications  in  use  or  zoning,  or (b)
                    modification  of any existing land use  restriction,  or (c)
                    consents to assignments of any service contracts, management
                    agreements or other agreements which Buyer requests,  or (d)
                    endorsements  to the Owner's  Title Policy (other than those
specified in Section 3.3).              

            9.1.3   Buyer's Indemnity; Delivery of Reports.  Buyer hereby agrees
                    to indemnify,  defend, and hold Seller, its counsel,  Lazard
                    Freres  &  Co.,  L.L.C.  ("Investment  Banker"),  its  sales
                    agents, any partner, officer,  director,  employee, agent or
                    attorney of Seller,  its counsel,  Investment  Banker or its
                    sales agents,  and any other party related in any way to any
                    of  the   foregoing   (all  of  which   parties  are  herein
                    collectively  called the "Seller  Parties") and the Property
                    free and harmless from and against any and all costs,  loss,
                    damages  and  expenses,  of any  kind or  nature  whatsoever
                    (including reasonable attorneys fees and costs), arising out
                    of or  resulting  from  the  entry  and/or  the  conduct  of
                    activities   upon  the   Property  by  Buyer,   its  agents,
                    contractors  and/or  subcontractors  in connection  with the
                    inspections,  examinations,  testings and  investigations of
                    the  Property  conducted  at any time prior to the  Closing,
                    which indemnity shall survive the Closing (and not be merged
                    therein) or any earlier  termination of this  Agreement.  If
                    this  Agreement  terminates for any reason prior to Closing,
Buyer shall  deliver  promptly to Seller

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                    copies  of all third  party  reports  commissioned  by Buyer
                    evidencing  the results of tests,  studies or inspections of
the Property.                           

            9.1.4   Limit on Government Contacts.  Notwithstanding any provision
                    in this Agreement to the contrary, except in connection with
                    the  preparation of a so-called  "Phase I" or "Phase II" (if
                    any)  environmental  report  with  respect to the  Property,
                    Buyer  shall  not  contact  any  governmental   official  or
                    representative regarding Hazardous Materials (as hereinafter
                    defined) on or the  environmental  or physical  condition of
                    the Property without Seller's prior written consent thereto,
                    which  consent  shall  not  be  unreasonably   withheld.  In
                    addition,  if Seller's consent is obtained by Buyer,  Seller
                    shall be  entitled  to  receive at least five (5) days prior
                    written  notice  of  the  intended  contact  and  to  have a
                    representative  present when Buyer has any such contact with
                    any governmental official or representative. For purposes of
                    this Agreement, the term "Hazardous Material" shall mean any
                    substance,  chemical,  waste or material  that is or becomes
                    regulated  by  any  federal,  state  or  local  governmental
                    authority   because   of   its   toxicity,   infectiousness,
                    radioactivity, explosiveness, ignitability, corrosiveness or
                    reactivity,  including, without limitation,  asbestos or any
                    substance  containing  more than 0.1 percent  asbestos,  the
                    group  of  compounds  known  as  polychlorinated  biphenyls,
                    flammable   explosives,   oil,   petroleum  or  any  refined
petroleum product.                      

           9.1.5   Buyer's Indemnification of Seller.  Buyer  hereby agrees to
                    indemnify,  defend and hold Seller harmless from and against
                    all  costs,  expenses,  liabilities,   demands,  claims  and
                    damages  (and  any  loss  or  expenses,  including,  without
                    limitation,  interest,  penalties, and reasonable attorneys'
                    fees and  disbursements,  asserted against,  resulting from,
                    imposed  upon or incurred by Seller as a result  thereof) by
                    reason  of  or   resulting   from  (a)  any  breach  of  any
                    representation or warranty contained in this Agreement or in
                    any  document or  instrument  delivered  pursuant  hereto by
                    Buyer;  (b) any  breach by Buyer of or a default by Buyer of
                    or a default by Buyer under the terms and conditions of this
                    Agreement or any other  document  executed and  delivered by
                    Buyer pursuant hereto; (c) any third-party claim relating to
                    the  Property  that arises,  takes place,  occurs or accrues
                    from and after the Closing  Date;  (d) any breach or alleged
                    breach of any of the Leases,  the REA's or the  Contracts by
                    Buyer with  respect  to any  period on or after the  Closing
                    Date; (e) any obligation  owed by Buyer under or relating to
                    any of the Leases (including,  without  limitation,  leasing
                    commissions or fees,  excluding all of Seller's  obligations
                    under  Article  13),  the  REA's or the  Contracts  accruing
                    subsequent to the assignment  thereof to Buyer;  and (f) any
                    refunds due tenants  with  respect to periods from and after
                    the Closing  Date for common area  maintenance,  real estate
tax or insurance                        

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                    charges.  The provisions of this Section 9.1.5 shall survive
the Closing (and not be merged therein).

9.2   Seller's Covenants. Seller hereby covenants as follows:       

          9.2.1   Service Contracts.  Without  Buyer's  prior consent, which
                    consent shall not be unreasonably withheld, between the date
                    hereof and the Closing Date Seller shall not extend,  renew,
                    replace or modify any  Contract  or enter into any  service,
                    maintenance or similar  contract unless such contract (as so
                    extended,  renewed,  replaced or modified) can be terminated
                    by the owner of the Property  without  penalty or payment on
not more than thirty (30) days' notice. 

          9.2.2  Maintenance  of Property.  Except  to the extent Seller  is
                    relieved of such  obligations by Article 11 hereof,  between
                    the date hereof and the Closing  Date Seller  shall cause to
                    be managed  and shall  maintain  and keep the  Property in a
                    manner,  condition and repair  consistent with Seller's past
                    practices  with respect to the Property and Seller shall not
                    make  any  new  commitments  with  respect  to any  material
                    capital  expenditure or  construction  with respect  thereto
                    without  Buyer's prior  consent,  which consent shall not be
                    unreasonably  withheld or delayed;  provided,  however, that
                    Buyer hereby  agrees that without  limiting  Buyer's  rights
                    under  Section  8.2.2(e)  only, it shall accept the Property
                    subject to, and Seller shall have no obligation to cure, (i)
                    all  violations  of law or municipal  ordinances,  orders or
                    requirements  and (ii) all physical  conditions  which would
                    give rise to violations, which, with respect to both clauses
                    (i) and  (ii),  exist on the  last day of the Due  Diligence
                    Period. Between the date hereof and the Closing Date, Seller
                    will  promptly  advise  Buyer of any written  notice  Seller
                    receives  after  the  date  hereof  from  any   governmental
                    authority  relating to the violation of any law or ordinance
                    regulating  the  condition  or use or  other  aspect  of the
Property.                               

          9.2.3   Access to Property.  At any time prior to  Closing, Seller
                    shall allow Buyer or Buyer's  representatives  access to the
                    Property upon  reasonable  prior notice at reasonable  times
                    provided  (a)  such  access  does  not  interfere  with  the
                    operation  of the  Property  or the rights of tenants in any
                    material  respect;  (b) Buyer  shall not  contact any tenant
                    with respect to the Property  without Seller's prior written
                    consent,  which consent shall not be unreasonably  withheld;
                    (c) Seller or its designated  representative  shall have the
                    right to  preapprove  and be  present  during  any  physical
                    testing  of  the  Property,  which  approval  shall  not  be
                    unreasonably  withheld;  and  (d)  Buyer  shall  return  the
                    Property to  substantially  the condition  existing prior to
                    such tests and  inspections.  Prior to such time as Buyer or
                    any of Buyer's  Representatives  enter the  Property,  Buyer
                    shall obtain policies of general  liability  insurance which

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                    name Seller as an additional insured and which are with such
                    insurance  companies,  provide such coverages and carry such
                    limits as Seller shall  reasonably  require.  Promptly after
                    Seller's request  therefor,  Buyer shall provide Seller with
                    certificates of insurance evidencing that Buyer has obtained
 the aforementioned policies of insurance.

           9.2.4   Additional Covenants.  Seller shall not modify or amend any
                    of the REA's  without  the prior  written  consent of Buyer,
                    which consent shall not be unreasonably withheld or delayed.
                    Seller  shall not grant or consent  to any new  encumbrance,
                    easement,  lien,  restriction or other documents encumbering
                    title to the Property  without the prior written  consent of
                    Buyer,  except as is expressly  permitted  under Article 13.
                    Seller  shall not remove any of the Personal  Property  from
                    the Real  Property,  except for items that are replaced with
                    an item of  equally  suitable  value,  free and clear of any
                    lien or claim.  Seller shall immediately notify Buyer of any
                    pending,  or any written threat of, litigation,  arbitration
                    or administrative  hearing affecting the Property reasonably
                    promptly  following  receipt  of written  notice  thereof by
                    Seller.  Seller  shall  continue  to maintain or cause to be
                    maintained its books and records substantially in accordance
                    with its past  practices,  pay all operating  expenses,  and
                    perform its obligations  under all of the Leases,  REA's and
                    Contracts in all material  respects.  The existing  property
                    manager shall continue to manage the Property until closing.

            9.2.5   Marketing.   Seller  agrees  not  to  advertise,  market  or
                    otherwise offer all or substantially  all of the Property as
                    being  available  for sale or lease and Seller agrees not to
                    negotiate or have any  discussions  with any person for sale
                    or lease of all or substantially all of the Property,  other
                  than Buyer, unless and until this Agreement is terminated.

           9.2.6   Seller's Indemnification of Buyer.  Subject in all respects
                    to Section 14.16 hereof,  Seller hereby agrees to indemnify,
                    defend,  and hold Buyer harmless from and against all costs,
                    expenses, liabilities, demands, claims, and damages (and any
                    loss or expenses,  including, without limitation,  interest,
                    penalties and reasonable  attorneys' fees and disbursements,
                    asserted against,  resulting from, imposed upon, or incurred
                    by Buyer as a result thereof) by reason of or resulting from
                    (a) any breach of any  representation or warranty  contained
                    in this Agreement or in any document or instrument delivered
                    pursuant hereto by Seller;  (b) any breach by Seller of or a
                    default  by Seller  under the terms and  conditions  of this
                    Agreement or any other  document  executed and  delivered by
                    Seller pursuant hereto;  (c) any third-party  claim relating
                    to the Property that arises,  takes place, occurs or accrues
                    prior to the  Closing;  (d) any breach or alleged  breach of
                    any of the Leases, the REA's or the Contracts by Seller with
                    respect  to  any  period  prior  to  the  Closing;  (e)  any
             obligation  owed by Seller  under or  relating to any

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                    of  the  Leases  (including,   without  limitation,  leasing
                    commissions  or fees,  excluding all of Buyer's  obligations
                    under Article 13), the REA's or the Contracts accruing prior
                    to the assignment  thereof to Buyer; and (f) any refunds due
                    tenants  with  respect to periods  prior to the Closing Date
                    for common area  maintenance,  real estate tax or  insurance
                    charges.  The provisions of this Section 9.2.6 shall survive
the Closing (and not be merged therein).

9.3   Mutual Covenants.                                             
-----------------                                       

           9.3.1   Publicity.  Seller and Buyer each hereby covenant that  (a)
                    prior to the  Closing  neither  Seller nor Buyer shall issue
                    any press  release or public  statement (a  "Release")  with
                    respect to the Transaction  without the prior consent of the
                    other,  except  to the  extent  required  by law,  or by any
                    governmental  authority or the NYSE (and in such event Buyer
                    shall  provide  to  Seller in  advance  any  proposed  press
                    release or other  disclosure  and give Seller an opportunity
                    to comment  thereon) or in the form heretofore  reviewed and
                    expressly approved by Seller, and (b) after the Closing, the
                    initial  Release  related to the  consumation of Transaction
                    issued by either  Seller or Buyer  shall be  subject  to the
                    review and approval of both parties  (which  approval  shall
                    not be unreasonably  withheld). If either Seller or Buyer is
                    required  by law to issue a Release,  such party  shall,  at
                    least two (2)  business  days prior to the  issuance  of the
                    same,  deliver a copy of the  proposed  Release to the other
party for its review.                   

           9.3.2   Investment Banker.  Seller and Buyer  expressly acknowledge
                    that Investment Banker has acted as the exclusive investment
                    banker with respect to the  Transaction  and with respect to
                    this  Agreement,  and that  Seller  shall pay any fee due to
                    Investment Banker in accordance with the separate  agreement
                    between Seller and Investment Banker.  Seller and Buyer each
                    represents  and  warrants to the other that it has not dealt
                    with any broker in the  Transaction  and each agrees to hold
                    harmless the other and  indemnify the other from and against
                    any and all damages,  costs or expenses (including,  but not
                    limited to,  reasonable  attorneys' fees and  disbursements)
                    suffered by the indemnified party as a result of acts of the
                    indemnifying  party  that would  constitute  a breach of its
    representation and warranty in this section.

          9.3.3   Tax Contests; Tax Refunds and Credits.  Seller shall  have
                    the right to continue  and  control  the  progress of and to
                    make all  decisions  with respect to any contest of the real
                    estate  taxes for the  Property due and payable for 1996 and
                    all prior calendar years;  provided,  however,  that no such
                    contest  shall  adversely   affect  future  taxes  or  other
                    obligations  of the Property or Buyer after  Closing.  Buyer
                    shall have the right to control the  progress of and to make
all decisions with respect to any       

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                    contest of the real estate  taxes for the  Property  due and
                    payable for 1997 and any  calendar  year  subsequent  to the
                    calendar year in which the Closing  occurs.  All real estate
                    and personal property tax refunds and credits received after
                    Closing  with  respect  to the  Property  for 1997 and prior
                    years shall be applied in the  following  order of priority:
                    first, to pay the costs and expenses  (including  reasonable
                    attorneys'  fees and expenses)  incurred in connection  with
                    obtaining  such tax  refund or  credit;  second,  to pay any
                    amounts due to any tenant of the  Property or REA Party as a
                    result of such tax refund or credit to the  extent  required
                    pursuant to the terms of the Leases or law; and third, to be
        apportioned between Buyer and Seller as follows:

                    (a) with respect to any refunds or credits  attributable  to
                        real estate and personal  property taxes due and payable
                        in  the  calendar  year  in  which  the  Closing  occurs
                        (regardless  of  the  year  for  which  such  taxes  are
                        assessed), such refunds and credits shall be apportioned
                        between  Buyer and Seller in proportion to the number of
                        days in such  calendar  year that each  party  owned the
                        Property  (with title to the  Property  being  deemed to
                  have passed as of 12:01 a.m. on the Closing Date);

                    (b) with respect to any refunds or credits  attributable  to
                        real estate and personal  property taxes due and payable
                        during any period  prior to the  calendar  year in which
                        the  Closing  occurs  (regardless  of the year for which
                        such taxes are  assessed),  Seller  shall be entitled to
   the entire refunds and credits; and

                    (c) with respect to any refunds or credits  attributable  to
                        real estate and personal  property taxes due and payable
                        during any period after the  calendar  year in which the
                        Closing  occurs  (regardless  of the year for which such
                        taxes are  assessed),  Buyer  shall be  entitled  to the
entire refunds and credits.     

            9.3.4   Survival.  The  provisions of this Section 9.3 shall survive
                    the  Closing   (and  not  be  merged   therein)  or  earlier
termination of this Agreement.          

ARTICLE 10 - FAILURE OF CONDITIONS

      10.1  To Seller's  Obligations.  If, on the Closing Date,  (i) Buyer is in
            default of any of its obligations hereunder,  or (ii) any of Buyer's
            representations or warranties are untrue in any material respect, or
            (iii) the  Closing  otherwise  fails to occur by  reason of  Buyer's
            failure or refusal to perform its obligations  hereunder in a prompt
            and  timely  manner,  then  Seller may elect to (a)  terminate  this
            Agreement  by written  notice to Buyer;  or (b) proceed to close the
            Transaction.  If this Agreement is so terminated,  then Seller shall
            be entitled to the Deposit as  liquidated  damages,  and  thereafter
neither  party to this  Agreement  shall have any       

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            further rights or obligations hereunder other than any arising under
            any section  herein which  expressly provides  that it survives  the
termination of this Agreement.                          

     10.2  To Buyer's Obligations.  If, on the Closing Date,  (i) Seller is in
            default of any of its obligations hereunder, or (ii) any of Seller's
           representations or warranties are  untrue in any material  respect,
            or (iii) the Closing otherwise fails to occur by reason of  Seller's
            failure or refusal to perform  its obligations hereunder in a prompt
            and timely manner, Buyer shall have the right, to elect, as its sole
            and exclusive  remedy, to  (a)  terminate  this Agreement by written
            notice to Seller, promptly after which the Deposit shall be returned
           to Buyer,  or  (b)  waive the  condition and  proceed to close  the
           Transaction, or  (c) seek specific performance of this Agreement by
Seller.                                                 

ARTICLE 11 - CONDEMNATION/CASUALTY

11.1  Condemnation.                                                 

            11.1.1  Right to Terminate.  If, prior  to the  Closing Date, all or
                    any  significant  portion  (as  hereinafter  defined) of the
                    Property is taken by eminent  domain (or is the subject of a
                    pending  taking or written  threat thereof which has not yet
                    been  consummated),  Seller shall notify Buyer in writing of
                    such fact  (together  with all  information  Seller has with
                    respect thereto) promptly after obtaining knowledge thereof,
                    Buyer shall have the right to  terminate  this  Agreement by
                    giving  written notice to Seller no later than ten (10) days
                    after the giving of Seller's  notice,  and the Closing  Date
                    shall be extended, if necessary,  to provide sufficient time
                    for Buyer to make such election.  The failure by Buyer to so
                    elect in writing to terminate this Agreement within such ten
                    (10) day period  shall be deemed an  election  to  terminate
                    this Agreement. For purposes hereof, a "significant portion"
                    of the  Property  shall  mean (i) any  access to or  parking
                    spaces at the Property,  (ii) any gross leasable area of the
                    Property,  (iii)  if any  Anchor  Tenant  has the  right  to
                    terminate its lease,  and has not waived such right, or (iv)
                    such  a  portion  as  shall  have  a  value,  as  reasonably
                    determined  by Seller  and Buyer,  in excess of One  Million
                    Dollars  ($1,000,000).  If Buyer  elects to  terminate  this
                    Agreement as aforesaid, the provisions of Section 11.4 shall
apply.                                  

          11.1.2  Assignment  of  Proceeds.  If (a) Buyer does not  elect to
                    terminate   this  Agreement  as  aforesaid  if  all  or  any
                    significant  portion of the  Property is taken,  or if (b) a
                    portion  of the  Property  not  constituting  a  significant
                    portion of the  Property  is taken or  becomes  subject to a
                    pending  taking,  by  eminent  domain,  there  shall  be  no
                    abatement of the Purchase Price; provided, however, that, at
                    the  Closing,  Seller  shall pay to Buyer the  amount of any
                    award for or other  proceeds on account of such taking which
                    have been  actually paid to Seller prior to the Closing Date
as a                                    

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                    result  of  such  taking  (less  all  costs  and   expenses,
                    including  attorneys' fees and costs,  incurred by Seller as
                    of the Closing  Date in  obtaining  payment of such award or
                    proceeds) and, to the extent such award or proceeds have not
                    been  paid,  Seller  shall  assign  to Buyer at the  Closing
                    (without  recourse  to Seller)  the rights of Seller to, and
                    Buyer shall be  entitled  to receive and retain,  all awards
                    for the  taking of the  Property  or such  portion  thereof.
                    Seller  shall not settle or  compromise  any such  taking or
                    proceeding  without  Buyer's  prior written  consent,  which
              consent shall not be unreasonably withheld or delayed.

      11.2  Destruction  or Damage.  In the event any of the Property is damaged
            or destroyed prior to the Closing Date, Seller shall notify Buyer in
            writing of such fact promptly after obtaining  knowledge thereof. If
            any such damage or  destruction  (a) is an insured  casualty and (b)
            would cost less than One Million  Dollars  ($1,000,000) to repair or
            restore as  reasonably  determined  by Seller  and Buyer,  then this
            Agreement  shall  remain in full force and  effect  and Buyer  shall
            acquire the Property upon the terms and conditions set forth herein.
            In such event,  Buyer shall  receive a credit  against the  Purchase
            Price  equal to such  cost to repair  or  restore.  In the event the
            Property is damaged or  destroyed  prior to the Closing Date and the
            cost of repair (as  determined  as set forth  above)  would equal or
            exceed  One  Million  Dollars  ($1,000,000),  then,  notwithstanding
            anything  to the  contrary  set forth above in this  section,  Buyer
            shall have the right, at its election,  to terminate this Agreement.
            Buyer shall have thirty (30) days after Seller notifies Buyer that a
            casualty has occurred to make such election by delivery to Seller of
            a written  election  notice (the "Election  Notice") and the Closing
            Date shall be extended, if necessary, to provide sufficient time for
            Buyer to make such  election.  The  failure by Buyer to deliver  the
            Election  Notice  within such thirty (30) day period shall be deemed
            an election to terminate this  Agreement.  In the event Buyer elects
            to continue this Agreement as set forth above,  this Agreement shall
            remain in full force and effect, Seller shall assign to Buyer all of
            Seller's right, title and interest in and to any and all proceeds of
            insurance on account of such damage or destruction,  if any, and, if
            the casualty was an insured  casualty,  Buyer shall receive a credit
            against the  Purchase  Price equal to the  deductible  amount  under
Seller's casualty insurance policy.                     

      11.3  Insurance.  Seller shall  maintain the property  insurance  coverage
      currently in effect for the Property through the Closing Date.

      11.4  Effect of Termination.  If this Agreement is terminated  pursuant to
            Section 11.1 or Section 11.2,  Seller promptly shall direct that the
            Deposit be refunded to Buyer. Upon such refund, this Agreement shall
            terminate and neither party to this Agreement shall have any further
            rights or  obligations  hereunder  other than any arising  under any
            section  herein which  expressly  provides that it shall survive the
termination of this Agreement.                          

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      11.5  Waiver.  The  provisions of this Article 11 supersede the provisions
            of any  applicable  statutory or decisional  law with respect to the
subject matter of this Article 11.                      

 ARTICLE 12 - ESCROW

The Deposit  and any other sums which the parties  agree shall be held in escrow
(herein  collectively called the "Escrow Deposits"),  together with all interest
earned  thereon,  shall be held by the Escrow Agent,  in trust,  and disposed of
only in accordance with the following provisions:                               

      (a)   The Escrow Agent shall invest all cash Escrow Deposits in government
            insured interest-bearing  instruments satisfactory to both Buyer and
            Seller,  shall not commingle  the Escrow  Deposits with any funds of
            the Escrow Agent or others,  and shall  promptly  provide  Buyer and
Seller with confirmation of the investments made.       

      (b)   If the Closing  occurs,  and if the Escrow  Deposit is in cash,  the
            Escrow  Agent  shall  deliver  the Escrow  Deposits  to, or upon the
instructions of, Seller on the Closing Date.            

      (c)   If for any reason the Closing does not occur, the Escrow Agent shall
          deliver the Escrow  Deposits  and all  interest  earned thereon to
            Seller or Buyer only upon receipt of a written demand therefor  from
          such party, subject to the following provisions of this Subsection
          12.1(c).  If for any reason the Closing does not occur  and either
           party makes a written  demand upon the  Escrow Agent for payment of
            the Escrow  Deposits and the  interest  earned  thereon,  the Escrow
            Agent shall give written  notice to the other  party of such  demand
            at the addresses set forth in Section 14.9. If the Escrow Agent does
            not receive a written objection from the other party to the proposed
            payment within ten (10) 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 period,
            the Escrow Agent shall continue to hold such amount until  otherwise
        directed by written instructions signed by Seller and Buyer or a
final judgment of a court of competent jurisdiction.    

      (d)   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 that the Escrow Agent shall not be liable to either of
            the  parties for any action or omission on its part taken or made in
            good faith,  and not in  disregard of this  Agreement,  but shall be
            liable  for its  negligent  acts and for any loss,  cost or  expense
            incurred  by  Seller  or Buyer  resulting  from the  Escrow  Agent's
            mistake of law  respecting the Escrow Agent's scope or nature of its
            duties.  Seller and Buyer shall jointly and severally  indemnify and
            hold the Escrow Agent  harmless  from and against all costs,  claims
            and expenses,  including  reasonable  attorneys'  fees,  incurred in
connection  with                                        

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            the performance of the Escrow Agent's duties hereunder,  except with
            respect to actions or omissions taken or made by the Escrow Agent in
            bad faith, in disregard of this Agreement or involving negligence on
the part of the Escrow Agent.                           

      (e)   Buyer  shall  pay any  income  taxes on any  interest  earned on the
            Deposit if the Deposit is  refunded to Buyer as applied  against the
            Purchase  Price,  and  Seller  shall  pay all  income  taxes  on any
            interest  earned on the  Deposit if the Deposit is paid to Seller as
            liquidated  damages.  Buyer  represents  and  warrants to the Escrow
            Agent that its taxpayer  identification  number is  38-3097317;  and
            Seller shall supply to the Escrow Agent its taxpayer  identification
number promptly following the date hereof.              

      (f)   The Escrow Agent has executed this Agreement in the place  indicated
            on the  signature  page  hereof in order to confirm  that the Escrow
            Agent  has  received  and shall  hold the  Escrow  Deposits  and the
            interest  earned thereon,  in escrow,  and shall disburse the Escrow
            Deposits,   and  the  interest  earned  thereon,   pursuant  to  the
provisions of this Article 12.                          

     (g)   The escrow fee, if any,  charged by the Escrow  Agent shall be paid
by Buyer.                                               

ARTICLE 13 - LEASING MATTERS

      13.1  New Leases. After the date hereof, Seller shall not, without Buyer's
            prior written  consent in each instance,  which consent shall not be
            unreasonably withheld and shall be given or denied, with the reasons
            for such denial  specified  in  reasonable  detail,  within ten (10)
            business days after receipt by Buyer of the information  referred to
            in the next sentence,  enter into a new lease,  license or occupancy
            agreement  for  space  in the  Property  (except  any  lease  with a
            prospective  tenant  and on  the  terms  described  on  Exhibit  K-2
            attached hereto,  herein collectively called "Prospective  Tenants")
            or renew or extend any Lease  (except  pursuant to the exercise by a
            tenant of a renewal, extension or expansion option contained in such
            tenant's  Lease which does not require  landlord  approval).  Seller
            shall furnish Buyer with all information regarding any such proposed
            action  reasonably  necessary  to  enable  Buyer  to  make  informed
            decisions with respect to the  advisability  of the proposed  action
            (including  without  limitation a copy of the lease  proposal and an
            itemized list specifying all Lease Expenses, including the estimated
            amount thereof, incurred or to be incurred in connection therewith).
            If Buyer  fails to object in  writing  to any such  proposed  action
            within ten (10) business  days after  receipt of the  aforementioned
            information,  Buyer shall be deemed to have  approved  the  proposed
            action.  The foregoing  notwithstanding,  prior to expiration of the
            Due Diligence  Period,  if Buyer  rejects any such proposed  action,
            Seller shall nevertheless  retain full right, power and authority to
            execute  all  documents  necessary  to effect  such action (in which
            event Seller shall promptly advise Buyer of same),  but Seller shall
            also retain the  obligation  to pay Lease  Expenses (as  hereinafter
defined)  arising  solely as a result of such           

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            action.  Seller shall promptly deliver to Buyer copies of all leases
            entered  into by Seller (or in the case of renewals  or  extensions,
            received by Seller).  After expiration of the Due Diligence  Period,
            Seller shall not enter into any lease or other instrument  described
            in this Section 13.1 without  Buyer's prior written  consent,  which
            consent  may  be  withheld  by  Buyer  in  its  sole  and   absolute
discretion.                                             

      13.2  Lease Expenses. At Closing, Buyer shall reimburse Seller for any and
            all fees  paid by Seller  prior to  Closing  or costs  and  expenses
            incurred by Seller prior to Closing  (such fees,  costs and expenses
            being herein collectively called the "Lease Expenses"),  arising out
of or in connection with:                               

       (a)     any extensions, renewals or expansions under the Leases
                  exercisable and exercised by any tenant  between  June 30,
1997, and the Closing Date; and         

            (b)     any lease for space at the  Property  entered  into  between
                    June 30,  1997,  and the  Closing  Date,  or any  extension,
                    renewal or  expansion  of a Lease  where such Lease does not
                    provide for its  extension,  renewal or  expansion,  entered
       into on or after June 30, 1997 (a "New Lease").

            Notwithstanding  the  foregoing,  in  no  event  shall  any  of  the
            Prospective  Leases  be  treated  as  New  Leases  hereunder.  Lease
            Expenses   shall   include,   without   limitation,   (i)  brokerage
            commissions  and  fees  to  effect  any  such  leasing   transaction
            (including  commissions  payable  to  the  property  manager),  (ii)
            expenses, as reflected in the lease or other documentation  supplied
            to Buyer prior to its consent to a New Lease, which are incurred for
            repairs, improvements, equipment, painting, decorating, partitioning
            and other items to satisfy the tenant's  requirements with regard to
            such leasing  transaction,  (iii) reasonable legal fees for services
            in connection  with the  preparation of documents and other services
            rendered  in  connection  with  the   effectuation  of  the  leasing
            transaction,  (iv) if there are any rent  concessions  covering  any
            period  that the  tenant  has the right to be in  possession  of the
            demised  space,  the rents that would have accrued during the period
            of such  concession  prior to the Closing Date as if such concession
            were  amortized  over (A) with respect to any  extension or renewal,
            the term of such  extension  or  renewal,  (B) with  respect  to any
            expansion,  that  portion of the term  remaining  under the  subject
            Lease after the date of any  expansion,  or (C) with  respect to any
            New  Lease,  the  entire  initial  term  of any New  Lease,  and (v)
            expenses, as reflected in the lease or other documentation  supplied
            to Buyer prior to its consent to a New Lease, which are incurred for
            the purpose of satisfying or terminating the obligations of a tenant
            under a New Lease to the landlord  under another  lease  (whether or
            not such other lease covers space in the Property).  At the Closing,
            Buyer shall assume Seller's obligations to pay, when due (whether on
            a stated due date or accelerated) any Lease Expenses with respect to
            New Leases  unpaid as of the  Closing,  and Buyer  hereby  agrees to
            indemnify  and hold  Seller  harmless  from and  against any and all
claims for such                                         

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            Lease Expenses which  remain  unpaid  for any  reason at the time of
            Closing,  which  obligations of Buyer  shall survive the Closing and
            shall not be merged therein. Seller shall retain the  obligation  to
            pay all Lease Expenses with respect to Prospective Leases and  shall
            indemnify and hold Buyer harmless regarding  same.  Each party shall
            make available to the other all records,  bills,  vouchers and other
        data necessary to verify Lease Expenses and the payment thereof.

      13.3  Other Lease Activity.  Except with respect to Prospective  Leases or
            as  provided in this  Section  13.3,  without  the prior  consent of
            Buyer, which shall not be unreasonably  withheld prior to expiration
            of the Due  Diligence  Period  but may be  granted  or  withheld  in
            Buyer's sole discretion  thereafter,  (a) no Lease shall be modified
            or  amended  except as  provided  in  Section  13.1 with  respect to
            extensions,  renewals or  expansions  of Leases and the execution of
            New  Leases,  (b)  Seller  shall not  consent to any  assignment  or
            sublease  in  connection  with any Lease or New Lease and (c) Seller
            shall not remove any tenant under any Lease or New Lease, whether by
            summary proceedings or otherwise, without Buyer's consent, not to be
            unreasonably withheld. In furtherance of the foregoing, Seller shall
            deliver  to Buyer a written  notice of each  proposed  action of the
            type  described  in clauses (a)  through (c) above which  Seller has
            been asked or  proposes to take,  stating,  if  applicable,  whether
            Seller is willing to consent to such  action and  setting  forth the
            relevant information therefor.  Buyer shall notify Seller in writing
            whether or not it approves such action within ten (10) business days
            after   delivery  to  Buyer  of  Seller's   notice   containing  the
            aforementioned   information.  If  Buyer  notifies  Seller  that  it
            disapproves such action, Buyer's notice shall state with specificity
            the reasons for such  disapproval.  If Buyer shall not give  written
            notice  of its  disapproval  of such  action  within  such  ten (10)
            business  day period,  Buyer shall be deemed to have  approved  such
            action.  If any Lease requires that the landlord's  consent be given
            under the applicable circumstances,  then Buyer shall be deemed ipso
            facto to have  approved  such action.  Subject to its  reimbursement
            rights  pursuant to Section  13.2,  Seller shall  perform all of the
            obligations  of the  landlord  under the Leases and New Leases which
            under the terms of such  Leases and New Leases  are  required  to be
performed by the landlord prior to the Closing Date.    

      13.4  Lease Enforcement.  Subject to the provisions of Section 13.3 above,
            prior to the Closing Date,  Seller shall have the right, but not the
            obligation  (except to the extent that Seller's failure to act shall
            constitute  a waiver of such  rights or  remedies),  to enforce  the
            rights and remedies of the landlord under any Lease or New Lease, by
            summary proceedings or otherwise, and to apply all or any portion of
            any security  deposits then held by Seller toward any loss or damage
            incurred by Seller by reason of any  defaults  by tenants;  provided
            that  Seller  shall  not seek to  terminate  any  Lease or evict any
            tenant  thereunder  without Buyer's consent,  not to be unreasonably
withheld or delayed.                                    

      13.5  Lease Termination Prior to Closing.  The termination of any Lease or
            New Lease or the  removal  of any  tenant by reason of a default  by
such  tenant (by  summary                               

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            proceedings or otherwise) prior to the Closing in strict  accordance
            with this Article 13 shall not affect the obligations of Buyer under
            this  Agreement in any manner or entitle Buyer to a reduction in, or
            credit or allowance against,  the Purchase Price or give rise to any
other claim on the part of Buyer.                       

    13.6  Prospective Leases.  If, as of the Closing Date,  any  Prospective
            Lease has not been  executed by both  landlord  and  tenant,  Seller
            shall  grant  Buyer a credit at Closing in an amount  equal to three
            months' base rental for each such  unexecuted  Prospective  Lease at
            the  rental  rate  applicable  to such lease as set forth on Exhibit
            K-2,  which credit shall satisfy in full any and all  obligations of
            Seller to Buyer  with  respect  to any such  unexecuted  Prospective
Lease.                                                  

ARTICLE 14 - MISCELLANEOUS

      14.1  Buyer's  Assignment.  Buyer shall not assign this  Agreement  or its
            rights  hereunder  to any  individual  or entity  without  the prior
            written  consent  of  Seller,  which  consent  Seller  may  grant or
            withhold in its sole  discretion,  and any such assignment  shall be
            null and void.  Notwithstanding the foregoing,  Buyer shall have the
            right to assign its rights and delegate its duties hereunder without
            Seller's  consent so long as (i) the  assignee is at least 51% owned
            by Buyer and (ii) Buyer shall not be released  from its  obligations
            hereunder   and  (iii)  the   assignee   delivers   to  Seller   the
         certifications set forth in Section 14.14 hereof regarding ERISA.

      14.2  Designation Agreement. Section 6045(e) of the United States Internal
            Revenue  Code and the  regulations  promulgated  thereunder  (herein
            collectively  called  the  "Reporting   Requirements")   require  an
            information  return to be made to the United States Internal Revenue
            Service,  and a statement to be furnished to Seller,  in  connection
            with the  Transaction.  Escrow  Agent  ("Agent")  is either  (i) the
            person  responsible for closing the Transaction (as described in the
            Reporting  Requirements)  or (ii) the  disbursing  title  or  escrow
            company  that  is  most  significant  in  terms  of  gross  proceeds
            disbursed in connection  with the  Transaction  (as described in the
Reporting Requirements). Accordingly:                   

            (a)     Agent is hereby  designated  as the  "Reporting  Person" (as
                    defined in the Reporting  Requirements) for the Transaction.
                    Agent  shall  perform  all duties  that are  required by the
                    Reporting  Requirements  to be  performed  by the  Reporting
Person for the Transaction.             

            (b)     Seller and Buyer shall furnish to Agent, in a timely manner,
                    any  information  requested by Agent and necessary for Agent
                    to  perform   its  duties  as   Reporting   Person  for  the
Transaction.                            

            (c)     Agent hereby  requests  Seller to furnish to Agent  Seller's
                    correct taxpayer  identification number. Seller acknowledges
that any  failure by                    

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                    Seller to provide  Agent  with  Seller's   correct  taxpayer
                 identification  number  may  subject  Seller  to civil or
                  criminal  penalties imposed  by law.  Accordingly,  Seller
                   hereby shall supply to Agent, under  penalties  of perjury,
                  Seller's correct taxpayer identification  number  promptly
following the date hereof.              

            (d)     Each of the parties hereto shall retain this Agreement for a
                    period of four (4) years  following the calendar year during
which Closing occurs.                   

      14.3  Survival/Merger.  Except for the provisions of this Agreement  which
            are explicitly stated to survive the Closing,  (a) none of the terms
            of this Agreement shall survive the Closing, and (b) the delivery of
            the Deed and any other  documents and  instruments by Seller and the
            acceptance thereof by Buyer shall effect a merger, and be deemed the
            full  performance  and discharge of every  obligation on the part of
            Buyer and Seller to be performed  hereunder;  provided  that none of
            such  provisions  will survive the Closing for a period in excess of
one (1) year.                                           

      14.4  Integration; Waiver. This Agreement, together with the Schedules and
            Exhibits hereto,  embodies and constitutes the entire  understanding
            between the parties  with respect to the  Transaction  and all prior
            agreements, understandings,  representations and statements, oral or
            written, are merged into this Agreement.  Neither this Agreement nor
            any provision hereof may be waived, modified, amended, discharged or
            terminated  except by an instrument signed by the party against whom
            the enforcement of such waiver, modification,  amendment,  discharge
            or termination  is sought,  and then only to the extent set forth in
            such instrument.  No waiver by either party hereto 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.                                   

      14.5  Governing Law. This Agreement shall be governed by, and construed in
            accordance  with,  the law of the  State in which  the  Property  is
            located  except to the extent its conflict of law  principles  would
        direct the application of the law of a different state or forum.

      14.6  Captions Not Binding;  Schedules and Exhibits.  The captions in this
            Agreement  are  inserted  for  reference  only and in no way define,
            describe or limit the scope or intent of this Agreement or of any of
            the provisions  hereof.  All Schedules and Exhibits  attached hereto
        shall be incorporated by reference as if set out herein in full.

      14.7  Binding Effect. This Agreement shall be binding upon and shall inure
            to the benefit of the parties hereto and their respective successors
and permitted assigns.                                  

      14.8  Severability.  If any term or  provision  of this  Agreement  or the
            application  thereof to any persons or  circumstances  shall, to any
            extent, be invalid or unenforceable, the remainder of this Agreement
or  the  application  of  such  term  or  provision  to 

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            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 enforced to
the fullest extent permitted by law.                    

      14.9  Notices. Any notice, request,  demand,  consent,  approval and other
            communications  under this Agreement shall be in writing,  and shall
            be  deemed  duly  given or made at the  time  and on the  date  when
            personally  delivered  as shown on a receipt  therefor  (which shall
            include  delivery  by a  nationally  recognized  overnight  delivery
            service) or three (3)  business days after  being mailed  by prepaid
            registered  or certified  mail,  return  receipt  requested,  to the
            address for each party set forth below. Any party, by written notice
            to the other in the manner herein provided, may designate an address
different from that set forth below.                    

IF TO BUYER:                            

c/o The Taubman Company         
200 East Long Lake Road         
Bloomfield Hills, Michigan 48304
Attention:  Cordell A. Lietz    

COPY TO:                                

Miro Weiner & Kramer            
    500 North Woodward Avenue, Suite 100
Bloomfield Hills, Michigan 48303
Attention: Chris Heaphy         

IF TO SELLER:                           

               c/o The Prudential Insurance Company of America
8 Campus Drive, 4th Floor       
Arbor Circle South              
Parsippany, New Jersey 07054    
Attention:  Steve Vittorio      

COPY TO:                                

           The Prudential Insurance Company of America
8 Campus Drive, 4th Floor       
Arbor Circle South              
Parsippany, New Jersey 07054    
Attention:  John L. Westney, Jr.
        Division Counsel

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     14.10  Counterparts.  This Agreement may be executed in counterparts,  each
            of which shall be an original  and all of which  counterparts  taken
together shall constitute one and the same agreement.   

     14.11  No  Recordation.  Seller and Buyer each  agrees  that  neither  this
            Agreement nor any  memorandum or notice hereof shall be recorded and
            Buyer  agrees  (a) not to file  any  notice  of  pendency  or  other
            instrument  (other  than a  judgment)  against  the  Property or any
            portion  thereof in connection  herewith  (except in the event Buyer
            commences an action for specific performance of Seller's obligations
            hereunder) and (b) to indemnify  Seller against all costs,  expenses
            and damages,  including,  without limitation,  reasonable attorneys'
            fees and  disbursements,  incurred by Seller by reason of the filing
            by  Buyer  of such  notice  of  pendency  or  other  instrument  not
permitted hereunder.                                    

     14.12  Additional Agreements;  Further Assurances. Subject to the terms and
            conditions herein provided, each of the parties hereto shall execute
            and deliver  such  documents  as the other  party  shall  reasonably
            request in order to consummate and make  effective the  Transaction;
            provided, however, that the execution and delivery of such documents
            by such  party  shall not  result  in any  additional  liability  or
material cost to such party.                            

     14.13  Construction.  The  parties  acknowledge  that  each  party  and its
            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  amendment,  Schedule  or
Exhibit hereto.                                         

14.14 ERISA.                                                        

          (a)     Buyer hereby represents and warrants to Seller that, as of
   the date hereof and as of the Closing Date:

                    (i) Buyer's rights under this Agreement do not, and upon its
                        acquisition by Buyer the Property shall not,  constitute
                        "plan  assets"  within the meaning of 29 C.F.R.  Section
                        2510.3-101,   because  one  or  more  of  the  following
circumstances are true:         

                    (x)   Equity interests in Buyer are publicly offered
                            securities, within the meaning of C.F.R. Section
2510-.3-101(b)(2);  

                       (y)   Less than twenty-five percent (25%) of all equity
                        interests in Buyer are held by "benefit plan
                              investors" within the meaning of 29 C.F.R. Section
2510.3-101(f)(2);   

                        (z)   Buyer   qualifies  as  an   "operating   company,"
                              "venture  capital  operating  company"  or a "real
estate operating    

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                            company" within the meaning of 29 C.F.R. Section
    2510.3-101(c)(d) or (e).

                   (ii) Buyer is not a "governmental plan" within the meaning of
                        Section 3(32) of the Employee Retirement Income Security
                        Act of 1974 and the execution of this  Agreement and the
                        purchase  of the  Property  by Buyer is not  subject  to
                        state statutes  regulating  investments of and fiduciary
               obligations with respect to governmental plans.

          (b)     Seller represents  and  warrants to  Buyer, as of the date
hereof and as of the Closing Date:      

                    (i) The source of funds from which  Seller owns the Property
                        is Seller's "insurance company general account," as such
                        term is defined  under  Section V of the  United  States
                        Department of Labor's Prohibited  Transaction  Exemption
95-60 ("PTE 95-60").            

                 (ii) Seller satisfies all of the applicable requirements of
Sections I and IV of PTE 95-60. 

    14.15  Business Day.  As used herein, the term "business day" shall mean
           any day other than a Saturday, Sunday, or any Federal or State of
holiday.                                              

      14.16  Seller's Maximum Aggregate Liability. Notwithstanding any provision
             to the  contrary  contained  in  this Agreement  or  any  documents
             executed by Seller  pursuant hereto or in connection herewith,  the
             maximum  aggregate  liability of Seller, and the maximum  aggregate
             amount which may be awarded to and collected  by Buyer,  under this
             Agreement  (including,  without  limitation,   the  breach  of  any
             representations  and warranties  contained  herein) and any and all
             documents  executed pursuant  hereto  or  in  connection   herewith
            (including,  without limitation,   any  Seller's  estoppel  letter
          provided in accordance with the terms of Section 6.3(e) hereof),
          for which a claim is timely made by Buyer shall not exceed Three
             Million Five Hundred Thousand Dollars ($3,500,000).  The provisions
           of this section shall survive the Closing and shall not be merged
therein for a period of one (1) year.                 

      14.17  Like-Kind  Exchange.  Buyer  agrees  to cooperate  reasonably  with
             Seller  in effecting  an exchange transaction  which  includes  the
             Property, pursuant to Section  1031 of the United  States  Internal
             Revenue Code, provided that any such exchange transaction,  and the
             related documentation, shall:  (a) be at the sole cost  and expense
             of Seller,  (b) not require Buyer to execute any contract, make any
             commitment, or incur any  obligations,  contingent or otherwise, to
             any  person  or  entity,  (c) not  cause  Buyer  to  be  liable  or
             potentially  liable  for  any  environmental  conditions  affecting
             property other than the Property,  (d) not delay the closing of the
            Transaction,  (e) not  include  Buyer's  acquiring  title  to  any
property other than                                   

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             the Property or otherwise becoming involved in a transaction with a
             third party, and (f) not relieve or release  Seller from any of its
             obligations  hereunder   and  not   otherwise  be  contrary  to  or
             inconsistent with  the  terms  of this  Agreement.  Notwithstanding
             anything to the contrary  contained  herein,  Buyer is not to incur
             any, and Seller shall reimburse,  indemnify and hold Buyer harmless
             from, any and all costs, expenses and  liabilities  incurred solely
          from  Buyer's  accommodation  of  such  tax  deferred  exchange,
            including, without limitation, reasonable attorneys' fees, and any
         title or escrow fees or expenses.  The obligations of Buyer and
           Seller under this section shall survive the Closing and shall not
be merged therein.                                    

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      IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed on its behalf on the day and year first above written.                 

                                          ONE FEDERAL STREET JOINT VENTURE

                            By:   THE PRUDENTIAL INSURANCE
                                             COMPANY OF AMERICA, general partner

                       By:/s/ Steven G. Vittorio
                                          --------------------------------------
                                    Name: Steven G. Vittorio
                                                    ----------------------------
                               Its: Vice President
                                                   -----------------------------
                               Date: July 22, 1997
                                                    ----------------------------

                                          THE TAUBMAN REALTY GROUP LIMITED
                     PARTNERSHIP

                     By:/s/ Cordell A. Lietz
                                          --------------------------------------
                          Name: Cordell A. Lietz
                                                --------------------------------
                             Its: Authorized Signatory
                                               ---------------------------------
                       Date: July 18, 1997
                                                --------------------------------

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The undersigned  has executed this Agreement  solely to confirm its agreement to
(i) hold the Escrow Deposits in escrow in accordance with the provisions  hereof
and (ii) comply with the provisions of Article 12 and Section 14.2.             

FIRST AMERICAN TITLE INSURANCE COMPANY                                          

By:/s/ Marylou Kennedy                                                          
-----------------------------------------------                           
Name: Marylou Kennedy                                                     
-----------------------------------------                     
Its: Vice President and Senior National Counsel                           
------------------------------------------                      
Date: July 24, 1997                                                       
-----------------------------------------                     

42

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/31/98		17					10-Q
		9/30/97		17					10-Q
		9/29/97
Filed on:		9/11/97
For Period End:		9/4/97
		9/1/97		17
		8/15/97		12
		8/13/97		23					10-Q
		8/8/97		23
		7/24/97		49
		7/22/97		48
		7/18/97		48					8-K
		7/16/97		1
		6/30/97		40					10-Q
									List all Filings