EXHIBIT 10.22


The transactions contemplated in this Purchase Agreement have been
made possible by the following banks, acting in the capacities indicated:

Banque Nationale de Paris,              ABN Amro Bank N.V.,
as Administrative/Documentation         as Syndication Agent and
Agent and Arranger                      Co-Arranger




				 $95,000,000


			      PURCHASE AGREEMENT



				   BETWEEN



			   BNP LEASING CORPORATION, 

				  AS SELLER


				     AND


			      3COM CORPORATION,

				AS PURCHASER



		       EFFECTIVE AS OF AUGUST 11, 1997

			   (Rolling Meadows Site)
	




			    PURCHASE AGREEMENT

	This PURCHASE AGREEMENT (this "Agreement") is made as of 
August 11, 1997, by 3COM CORPORATION, a Delaware corporation 
("3COM") and BNP LEASING CORPORATION, a Delaware corporation 
("BNPLC").


			     R E C I T A L S
			     ---------------

	A.      BNPLC is acquiring the land described in Exhibit A 
attached hereto and the improvements and fixtures located 
thereon, if any, and is leasing the same to 3COM pursuant to 
that certain Lease Agreement dated as of the date hereof (as 
from time to time supplemented, amended or restated, the 
"Lease").  (The land described in Exhibit A and any and all 
other real or personal property from time to time covered by 
the Lease and included within the "Leased Property" as defined 
therein are hereinafter collectively referred to as the 
"Property".)

	B.      BNPLC is also concurrently herewith receiving a 
separate environmental indemnity from 3COM pursuant to an 
Environmental Indemnity Agreement (as from time to time 
supplemented, amended or restated, the "Environmental 
Indemnity") between 3COM and BNPLC dated as of the date 
hereof.

	C.      3COM has requested an option to purchase the 
Property, which BNPLC is willing to provide on and subject to 
the terms and conditions set out herein.

	NOW, THEREFORE, in consideration of the above recitals 
and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties 
agree as follows:

	1.      Definitions.  As used herein, the terms "3COM", 
"BNPLC", "Lease", "Leased Property", "Property", and 
"Environmental Indemnity" shall have the meanings indicated 
above; terms with initial capitals defined in the Lease and 
used but not defined herein shall have the meanings assigned 
to them in the Lease; and the terms listed immediately below 
shall have the following meanings:

	"Applicable Purchaser" means any third party designated 
by 3COM to purchase the interest of BNPLC in the Property as 
provided in Paragraph 2(a)(ii) below.

	"Deposit Taker" shall have the meaning assigned to it in 
the Pledge Agreement.

	"Deposit Taker Losses" shall have the meaning assigned to 
it in the Pledge Agreement.

	"Designated Sale Date" means the earlier of:

		(1) the effective date of any termination of 
the Lease by 3COM pursuant to Paragraph 2 thereof;

		(2) any date designated by BNPLC in a written 
notice given by BNPLC to 3COM when an Event of Default by 
3COM is continuing, provided the notice of the date so 
designated is given by BNPLC at least thirty (30) days 
before the date so designated; or

		(3) the first Business Day in September, 2002.

	"Direct Payments to Participants" means the amounts paid 
or required to be paid directly to Participants on the 
Designated Sale Date as provided in Section 6.2 of the Pledge 
Agreement at the direction of and for 3COM by the collateral 
agent appointed pursuant to the Pledge Agreement from all or 
any part of the Collateral described therein.

	"Fair Market Value" means the fair market value of the 
Property on or about the Designated Sale Date (calculated 
under the assumptions, whether or not then accurate, that 3COM 
has maintained the Property in compliance with all Applicable 
Laws [including Environmental Laws]; that 3COM has completed 
the construction of any Improvements which was commenced prior 
to the Designated Sale Date; that all such Improvements are 
self-sufficient in the sense that any easements or offsite 
facilities needed for their use will be available at no 
additional cost to the owner of the Improvements; that 3COM 
has repaired and restored the Property after any damage 
following fire or other casualty; that 3COM has restored the 
remainder of the Property after any partial taking by eminent 
domain; that 3COM has completed any contests of and paid any 
taxes due [other than Excluded Taxes] or other amounts secured 
by or allegedly secured by a lien against the Property other 
than Prohibited Encumbrances; that no conditions or 
circumstances on or about the Property [such as the presence 
of an endangered species] is discovered that will impede the 
use or any development of the Property permitted by the Lease; 
that any use or development of the Property as permitted by 
the Lease will not be hindered or delayed because of the 
limited availability of utilities or water; that without undue 
cost or delay any purchaser paying fair market value for the 
Property can obtain any necessary permits or licenses needed 
to use the Property for the purposes permitted by the Lease; 
and that 3COM has cured any title defects affecting the 
Property other than Prohibited Encumbrances, all in accordance 
with the standards and requirements of the Lease as though the 
Lease were continuing in force) as determined by an 
independent MAI appraiser selected by BNPLC, which appraiser 
must have five (5) years or more experience appraising similar 
properties in Illinois.

	"Qualified Deposit Taker" means one of the fifty largest 
(measured by total assets) U.S. banks, or one of the one 
hundred largest (measured by total assets) banks in the world, 
with debt ratings of at least (i) A- (in the case of long term 
debt) and A-1 (in the case of short term debt) or the 
equivalent thereof by Standard and Poor's Corporation, and 
(ii) A (in the case of long term debt) and P-1 (in the case of 
short term debt) or the equivalent thereof by Moody's Investor 
Service, Inc.  The parties believe it improbable that the 
ratings systems used by Standard and Poor's Corporation and by 
Moody's Investor Service, Inc. will be discontinued or 
changed, but if such ratings systems are discontinued or 
changed, 3COM shall be entitled to select and use a comparable 
ratings systems as a substitute for the S&P Rating or the 
Moody Rating, as the case may be, for purposes of determining 
the status of any bank as a Qualified Deposit Taker.

	"Purchase Price" means an amount equal to Stipulated Loss 
Value outstanding on the Designated Sale Date, plus all costs 
and expenses (including appraisal costs, withholding taxes (if 
any), documentary or transfer taxes, and reasonable Attorneys' 
Fees, as defined in the Lease) incurred in connection with any 
sale of the Property by BNPLC hereunder or in connection with 
collecting sales proceeds due hereunder, less the aggregate 
amounts (if any) of Direct Payments to Participants and 
Deposit Taker Losses.

	"Prohibited Encumbrance" means any lien or other title 
defect encumbering the Property that is claimed by BNPLC 
itself or lawfully claimed by a third party through or under 
BNPLC, including any judgment lien lawfully filed against 
BNPLC and including any tax lien assessed because of BNPLC's 
failure to pay Excluded Taxes, but excluding the Lease and any 
lien or other title defect that (i) is a Permitted Encumbrance 
(as defined in the Lease), regardless of whether claimed by, 
through or under BNPLC, (ii) is claimed by, through or under 
3COM or any of the Participants approved by 3COM (other than 
Landlord's Parent), or (iii) exists because of any breach by 
3COM of the Lease, because of anything done or not done by 
BNPLC in an effort to satisfy subparagraph 9(b) of the Lease, 
or because of anything done or not done by BNPLC at the 
request of 3COM.

	"Remarketing Notice" shall have the meaning assigned to 
it in Paragraph 2(b)(1) below.

	"Required Documents" means the special warranty deed and 
other documents that BNPLC must tender pursuant to Paragraph 3 
below.

	"Shortage Amount" means any amount payable to BNPLC by 
3COM, rather than by the Applicable Purchaser, pursuant to 
clause 2(a)(ii) below.

	2.      3COM's Options and Obligations on the Designated 
Sale Date.

	(a)     Choices.  On the Designated Sale Date 3COM shall 
have the right and the obligation to either:

	(i)     purchase BNPLC's interest in the Property 
and in Escrowed Proceeds, if any, for a net cash 
price equal to the Purchase Price; or

	(ii)    cause the Applicable Purchaser to purchase 
BNPLC's interest in the Property and in Escrowed 
Proceeds, if any, for a net cash price not less than 
the lesser of (a) the Fair Market Value of the 
Property, (b) fifteen percent (15%) of Stipulated 
Loss Value outstanding immediately prior to the 
purchase or (c) the Purchase Price.  If, however, 
the Fair Market Value is less than fifteen percent 
(15%) of Stipulated Loss Value and less than the 
Purchase Price, BNPLC may elect to keep the Property 
and any Escrowed Proceeds rather than sell to the 
Applicable Purchaser, in which case 3COM shall pay 
BNPLC an amount equal to (A) eighty-five percent 
(85%) of Stipulated Loss Value, less (B) the sum of 
(x) any Escrowed Proceeds then held and to be 
retained by BNPLC, (y) any Direct Payments to 
Participants and (z) any Deposit Taker Losses.  
Unless BNPLC elects to keep the Property pursuant to 
the preceding sentence, 3COM must make a 
supplemental payment to BNPLC on the Designated Sale 
Date equal to the excess (if any) of the Purchase 
Price over the net cash price actually paid to BNPLC 
on the Designated Sale Date by the Applicable 
Purchaser for BNPLC's interest in the Property and 
in Escrowed Proceeds, if any.  However, provided no 
Event of Default has occurred and is continuing 
under the Lease, and provided further that neither 
3COM nor any Applicable Purchaser has failed to pay 
any amount required to be paid by this Agreement on 
the date such amount first became due, any 
supplemental payment required by the preceding 
sentence shall not exceed (1) eighty-five percent 
(85%) of Stipulated Loss Value on the Designated 
Sale Date, less (2) any Direct Payments to 
Participants and any Deposit Taker Losses.  Any 
supplemental payment payable to BNPLC by 3COM, 
rather than by the Applicable Purchaser, pursuant to 
this clause (ii) is hereinafter referred to as the 
"Shortage Amount."  If the net cash price actually 
paid by the Applicable Purchaser to BNPLC exceeds 
the Purchase Price and all other sums that are then 
due from 3COM to BNPLC, 3COM shall be entitled to 
such excess.

If any amount payable to BNPLC pursuant to this subparagraph 
2(a) is not actually paid to BNPLC on the Designated Sale 
Date, 3COM shall pay interest on the past due amount computed 
at the Default Rate from the Designated Sale Date.  However, 
3Com shall be entitled to a reduction of the interest required 
by the preceding sentence equal to the Base Rent, if any, paid 
by 3Com as provided in Paragraph 17 of the Lease for any 
holdover period after the Designated Sale Date.

	(b)     Election by 3COM.  3COM shall have the right to 
elect whether it will satisfy the obligations set out in 
clause (i) or (ii) of the preceding Paragraph 2(a); provided, 
however, that the following conditions are satisfied:

		(1) To give BNPLC the opportunity to have the 
Fair Market Value determined by an appraiser as provided 
in the definition of Fair Market Value above before the 
Designated Sale Date, 3COM must, unless 3COM concedes 
that Fair Market Value will not be less than fifteen 
percent (15%) of Stipulated Loss Value on the Designated 
Sale Date, provide BNPLC with a Remarketing Notice.  
"Remarketing Notice" means a notice given by 3COM to 
BNPLC (and to each of the Participants) no earlier than 
one hundred eighty (180) days before the Designated Sale 
Date and no later than ninety (90) days before the 
Designated Sale Date, specifying that 3COM does not 
concede that the Fair Market Value is equal to or greater 
than fifteen percent (15%) of the Stipulated Loss Value. 
 A Remarketing Notice will be required only if 3COM does 
not concede that Fair Market Value will equal or exceed 
fifteen percent (15%) of Stipulated Loss Value on the 
Designated Sale Date.  But if for any reason (including 
but not limited to any acceleration of the Designated 
Sale Date pursuant to clause (2) of the definition of 
Designated Sale Date above) 3COM fails to provide a 
Remarketing Notice within the time periods specified in 
the definition of Remarketing Notice above, Fair Market 
Value shall, for purposes of this Agreement, be deemed to 
be no less than fifteen percent (15%) of Stipulated Loss 
Value on the Designated Sale Date.

		(2) To give BNPLC the opportunity to prepare 
the Required Documents before the Designated Sale Date, 
3COM must, if it is to elect to satisfy the obligations 
set forth in clause (ii) of Paragraph 2(a), irrevocably 
specify an Applicable Purchaser in notice to BNPLC given 
at least seven (7) days prior to the Designated Sale 
Date.  If for any reason 3COM fails to so specify an 
Applicable Purchaser, 3COM shall be deemed to have 
irrevocably elected to satisfy the obligations set forth 
in clause (i) of Paragraph 2(a).

	(c)     Termination of 3COM's Option To Purchase.
Without limiting BNPLC's right to require 3COM to satisfy the 
obligations imposed by Paragraph 2(a), 3COM shall have no 
further option hereunder to purchase the Property if either:

		(1)  3COM shall have elected to satisfy its 
obligations under clause (ii) of Paragraph 2(a) on a 
Designated Sale Date and BNPLC shall have elected to keep the 
Property on such Designated Sale Date in accordance with 
clause (ii) of Paragraph 2(a); or

		(2)  3COM shall have failed on a Designated Sale 
Date to make or cause to be made all payments to BNPLC 
required by this Agreement or by the Lease and such failure 
shall have continued beyond the thirty (30) day period for 
tender specified in the next sentence.

If BNPLC does not receive all payments due under the Lease and 
all payments required hereunder on a Designated Sale Date, 
3COM may nonetheless tender to BNPLC the full Purchase Price 
and all amounts then due under the Lease, together with 
interest on the total Purchase Price computed at the Default 
Rate from the Designated Sale Date to the date of tender, and 
if presented with such a tender within thirty (30) days after 
the applicable Designated Sale Date, BNPLC must accept it and 
promptly thereafter deliver any Escrowed Proceeds and a deed 
and all other Required Documents listed in Paragraph 3.

	(d)     Payment to BNPLC.  All amounts payable under the 
preceding Paragraphs 2(a) or 2(c) by 3COM and, if applicable, 
by the Applicable Purchaser must be paid directly to BNPLC, 
and no payment to any other party shall be effective for the 
purposes of this Agreement.  In addition to the payments 
required under Paragraph 2(a) hereunder, on the Designated 
Sale Date 3COM must pay all amounts then due to BNPLC under 
the Lease.  BNPLC will remit any excess amounts due 3COM 
pursuant to the last sentence of clause (ii) of Paragraph 2(a) 
promptly after BNPLC's receipt of the same and in no event 
later than thirty (30) days thereafter.

	(e)     Effect of Options on Subsequent Title Encumbrances. 
 It is the intent of BNPLC and 3COM that any conveyance of the 
Property to 3COM or any Applicable Purchaser pursuant to this 
Agreement shall cut off and terminate any interest in the 
Property claimed by, through or under BNPLC, including the 
Participants (but not any unsatisfied obligations to BNPLC 
under the Lease, the Environmental Indemnity or this 
Agreement), including but not limited to any Prohibited 
Encumbrances and any leasehold or other interests conveyed by 
BNPLC in the ordinary course of BNPLC's business.  Anyone 
accepting or taking any interest in the Property by or through 
BNPLC after the date of this Agreement shall acquire such 
interest subject to the rights and options granted 3COM 
hereby.  Further, 3COM and any Applicable Purchaser shall be 
entitled to pay any payment required by this Agreement for the 
purchase of the Property directly to BNPLC notwithstanding any 
prior conveyance or assignment by BNPLC, voluntary or 
otherwise, of any right or interest in this Agreement or the 
Property, and neither 3COM nor any Applicable Purchaser shall 
be responsible for the proper distribution or application of 
any such payments by BNPLC.

	3.      Terms of Conveyance Upon Purchase.  Immediately 
after receipt of all payments to BNPLC required pursuant to 
the preceding Paragraph 2, BNPLC must, unless it is to keep 
the Property as permitted by Paragraph 2(a)(ii), deliver all 
Escrowed Proceeds, if any, and convey all of its right, title 
and interest in the Property by special warranty deed to 3COM 
or the Applicable Purchaser, as the case may be, subject only 
to the Permitted Encumbrances (as defined in the Lease) and 
any other encumbrances that do not constitute Prohibited 
Encumbrances.  However, such conveyance shall not include the 
right to receive any payment under the Lease then due BNPLC or 
that may become due thereafter because of any expense or 
liability incurred by BNPLC resulting in whole or in part from 
events or circumstances occurring before such conveyance.  All 
costs of such purchase and conveyance of every kind 
whatsoever, both foreseen and unforeseen, shall be the 
responsibility of the purchaser, and the form of special 
warranty deed used to accomplish such conveyance shall be 
substantially in the form attached as Exhibit B.  With such 
special warranty deed, BNPLC shall also tender to 3COM or the 
Applicable Purchaser, as the case may be, the following, each 
fully executed and, where appropriate, acknowledged on BNPLC's 
behalf by an officer of BNPLC: (1) a Bill of Sale and 
Assignment of Contract Rights and Intangible Assets in the 
form attached as Exhibit D, (2) an Acknowledgment of 
Disclaimer of Representations and Warranties, in the form 
attached as Exhibit E, which 3COM or the Applicable Purchaser 
must execute and return to BNPLC, (3) a Secretary's 
Certificate in the form attached as Exhibit G, (4) a letter to 
the title insurance company insuring title to the Property in 
the form attached as Exhibit H, (5) a certificate concerning 
tax withholding in the form attached as Exhibit I, and (6) to 
the extent required by local or state taxing authorities, real 
estate transfer tax declarations in standard form like those 
executed by Seller in connection with the closing of its sale 
of the Property to BNPLC under the Existing Contract.

	4.      Survival of 3COM's Obligations.

	(a)     Status of this Agreement.  Except as expressly 
provided in the last sentence of this subparagraph and 
elsewhere herein, this Agreement shall not terminate, nor 
shall 3COM have any right to terminate this Agreement, nor 
shall 3COM be entitled to any reduction of the Purchase Price 
hereunder, nor shall the obligations of 3COM to BNPLC under 
Paragraph 2 be affected by reason of (i) any damage to or the 
destruction of all or any part of the Property from whatever 
cause, (ii) the taking of or damage to the Property or any 
portion thereof under the power of eminent domain or otherwise 
for any reason, (iii) the prohibition, limitation or 
restriction of 3COM's use of all or any portion of the 
Property or any interference with such use by governmental 
action or otherwise, (iv) any eviction of 3COM or any party 
claiming under 3COM by paramount title or otherwise, (v) 
3COM's prior acquisition or ownership of any interest in the 
Property, (vi) any default on the part of BNPLC under this 
Agreement, the Lease or any other agreement to which BNPLC is 
a party, or (vii) any other cause, whether similar or 
dissimilar to the foregoing, any existing or future law to the 
contrary notwithstanding.  It is the intention of the parties 
hereto that the obligations of 3COM hereunder (including 
3COM's obligation to make payments under - and, if applicable, 
to cause the Applicable Purchaser to make payments under - 
Paragraph 2) shall be separate and independent of the 
covenants and agreements of BNPLC.  Accordingly, the Purchase 
Price and the Shortage Amount, as the case may be under 
Paragraph 2, shall continue to be payable in all events, and 
the obligations of 3COM hereunder shall continue unaffected by 
any breach of this Agreement by BNPLC.  However, nothing in 
this subparagraph, nor the performance without objection by 
3COM of its obligations hereunder, shall be construed as a 
waiver by 3COM of any right 3COM may have at law or in equity, 
following any failure by BNPLC to tender a special warranty 
deed and the other Required Documents as required by Paragraph 
3 upon the tender by 3COM and/or the Applicable Purchaser of 
the payments required by Paragraph 2 and of the other 
documents to be executed in favor of BNPLC at the closing of 
the sale hereunder, to (i) recover monetary damages 
proximately caused by such failure of BNPLC if BNPLC does not 
cure the failure within thirty (30) days after 3COM demands a 
cure by written notice to BNPLC, or (ii) a decree compelling 
performance of BNPLC's obligation to so tender a special 
warranty deed and the Required Documents.

	(b)     Remedies Under the Lease and the Environmental 
Indemnity.  No repossession of or re-entering upon the 
Property or exercise of any other remedies available under the 
Lease or the Environmental Indemnity shall relieve 3COM of its 
liabilities and obligations hereunder, all of which shall 
survive the exercise of remedies under the Lease and 
Environmental Indemnity.  3COM acknowledges that the 
consideration for this Agreement is separate and independent 
of the consideration for the Lease and the Environmental 
Indemnity, and 3COM's obligations hereunder shall not be 
affected or impaired by any event or circumstance that would 
excuse 3COM from performance of its obligations under the 
Lease or the Environmental Indemnity.

	5.      Remedies Cumulative.  No right or remedy herein 
conferred upon or reserved to BNPLC is intended to be 
exclusive of any other right or remedy BNPLC has with respect 
to the Property, and each and every right and remedy shall be 
cumulative and in addition to any other right or remedy given 
hereunder or now or hereafter existing at law or in equity or 
by statute.  In addition to other remedies available under 
this Agreement, either party shall be entitled, to the extent 
permitted by applicable law, to a decree compelling 
performance of any of the other party's agreements hereunder.

	6.      No Implied Waiver.  The failure of either party to 
this Agreement to insist at any time upon the strict 
performance of any covenant or agreement of the other party or 
to exercise any remedy contained in this Agreement shall not 
be construed as a waiver or a relinquishment thereof for the 
future.  The waiver by either party of or redress for any 
violation of any term, covenant, agreement or condition 
contained in this Agreement shall not prevent a subsequent 
act, which would have originally constituted a violation, from 
having all the force and effect of an original violation.  No 
express waiver by either party shall affect any condition 
other than the one specified in such waiver and that one only 
for the time and in the manner specifically stated.  A receipt 
by BNPLC of any payment hereunder with knowledge of the breach 
of this Agreement shall not be deemed a waiver of such breach, 
and no waiver by either party of any provision of this 
Agreement shall be deemed to have been made unless expressed 
in writing and signed by the waiving party.

	7.      Attorneys' Fees and Legal Expenses.  If either party 
commences any legal action or other proceeding to enforce any 
of the terms of this Agreement or the documents and agreements 
referred to herein, or because of any breach by the other 
party or dispute hereunder or thereunder, the successful or 
prevailing party, shall be entitled to recover from the 
nonprevailing party all Attorneys' Fees incurred in connection 
therewith, whether or not such controversy, claim or dispute 
is prosecuted to a final judgment.  Any such Attorneys' Fees 
incurred by either party in enforcing a judgment in its favor 
under this Agreement shall be recoverable separately from such 
judgment, and the obligation for such Attorneys' Fees is 
intended to be severable from other provisions of this 
Agreement and not to be merged into any such judgment.

	8.      Estoppel Certificate.  3COM and BNPLC will each, 
upon not less than twenty (20) days' prior written request by 
the other, execute, acknowledge and deliver to the requesting 
party a written statement certifying that this Agreement is 
unmodified and in full effect (or, if there have been 
modifications, that this Agreement is in full effect as 
modified, and setting forth such modification) and either 
stating that no default exists hereunder or specifying each 
such default of which the signer may have knowledge.  Any such 
statement may be relied upon by any Participant or prospective 
purchaser or assignee of BNPLC with respect to the Property.  
Neither 3COM nor BNPLC shall be required to provide such a 
certificate more frequently than once in any six month period; 
provided, however, that if either party determines that there 
is a significant business reason for requiring a current 
certificate, including, without limitation, the need to 
provide such a certificate to a prospective purchaser or 
assignee, the other shall provide a certificate upon request 
whether or not it had provided a certificate within the prior 
six month period.

	9.      Notices.  Each provision of this Agreement referring 
to the sending, mailing or delivery of any notice or referring 
to the making of any payment to BNPLC, shall be deemed to be 
complied with when and if the following steps are taken:

	(a)     All payments required to be made by 3COM or the 
Applicable Purchaser to BNPLC hereunder shall be paid to BNPLC 
in immediately available funds by wire transfer to:

		Federal Reserve Bank of San Francisco
		Account: Banque Nationale de Paris
		ABA #: 121027234
		Reference: 3COM (Rolling Meadows Site)

	or at such other place and in such other manner as 
BNPLC may designate in a notice to 3COM (provided BNPLC 
will not unreasonably designate a method of payment other 
than wire transfer).  Time is of the essence as to all 
payments to BNPLC under this Agreement.  Any payments 
required to be made by BNPLC to 3COM pursuant to the last 
sentence of clause (ii) of Paragraph 2(a) shall be paid 
to 3COM in immediately available funds at the address of 
3COM set forth below or as 3COM may otherwise direct by 
written notice sent in accordance herewith.

	(b)     All notices, demands and other communications to be 
made hereunder to the parties hereto shall be in writing (at 
the addresses set forth below) and shall be given by any of 
the following means: (A) personal service, with proof of 
delivery or attempted delivery retained; (B) electronic 
communication, whether by telex, telegram or telecopying (if 
confirmed in writing sent by United States first class mail, 
return receipt requested); or (C) registered or certified 
first class mail, return receipt requested.  Such addresses 
may be changed by notice to the other parties given in the 
same manner as provided above.  Any notice or other 
communication sent pursuant to clause (A) or (C) hereof shall 
be deemed received (whether or not actually received) upon 
first attempted delivery at the proper notice address on any 
Business Day between 9:00 A.M. and 5:00 P.M., and any notice 
or other communication sent pursuant to clause (B) hereof 
shall be deemed received upon dispatch by electronic means.

		Address of BNPLC:

		BNP Leasing Corporation
		717 North Harwood Street
		Suite 2630
		Dallas, Texas 75201
		Attention: Lloyd Cox
		Telecopy: (214) 969-0060

		With a copy to:

		Banque Nationale de Paris, San Francisco
		180 Montgomery Street
		San Francisco, California 94104
		Attention:Jennifer Cho or William J. La 
		Herran
		Telecopy: (415) 296-8954

		And with a copy to:

		Clint Shouse
		Thompson & Knight, P.C.
		1700 Pacific Avenue
		Suite 3300
		Dallas, Texas 75201
		Telecopy: (214) 969-1550

		Address of 3COM:

		3Com Corporation 
		5400 Bayfront Plaza 
		Santa Clara, California  95052 
		Attn: Legal Dept. Mail Stop 1308 
		Telecopy: (408) 764-6434

		With copies to:

		3Com Corporation 
		5400 Bayfront Plaza 
		Santa Clara, California  95052 
		Attn: Real Estate Dept. Mail Stop 1220 
		Telecopy: (408) 764-5718; and

		3Com Corporation 
		5400 Bayfront Plaza 
		Santa Clara, California  95052 
		Attn: Treasury Dept. Mail Stop 1307
		Telecopy: (408) 764-8403; and

		Gray Cary Ware & Freidenrich 
		400 Hamilton Avenue 
		Palo Alto, California  94301 
		Attn: Jonathan E. Rattner, Esq. 
		Telecopy: (415) 328-3029

	10.     Severability.  Each and every covenant and agreement 
of 3COM contained in this Agreement is, and shall be construed 
to be, a separate and independent covenant and agreement.  If 
any term or provision of this Agreement or the application 
thereof to any person or circumstances shall to any extent be 
invalid and unenforceable, the remainder of this Agreement, or 
the application of such term or provision to persons or 
circumstances other than those as to which it is invalid or 
unenforceable, shall not be affected thereby.  Further, the 
obligations of 3COM hereunder, to the maximum extent possible, 
shall be deemed to be separate, independent and in addition 
to, not in lieu of, the obligations of 3COM under the Lease.  
In the event of any inconsistency between the terms of this 
Agreement and the terms and provisions of the Lease, the terms 
and provisions of this Agreement shall control.

	11.     Entire Agreement.  This Agreement and the documents 
and agreements referred to herein set forth the entire 
agreement between the parties concerning the subject matter 
hereof and no amendment or modification of this Agreement 
shall be binding or valid unless expressed in a writing 
executed by both parties hereto.

	12.     Paragraph Headings.  The paragraph headings 
contained in this Agreement are for convenience only and shall 
in no way enlarge or limit the scope or meaning of the various 
and several paragraphs hereof.

	13.     Gender and Number.  Within this Agreement, words of 
any gender shall be held and construed to include any other 
gender and words in the singular number shall be held and 
construed to include the plural, unless the context otherwise 
requires.

	14.     GOVERNING LAW.  THIS AGREEMENT SHALL BE DEEMED TO 
HAVE BEEN MADE UNDER AND SHALL BE GOVERNED BY THE LAWS OF THE 
STATE OF ILLINOIS.

	15.     Successors and Assigns.  The terms, provisions, 
covenants and conditions hereof shall be binding upon 3COM and 
BNPLC and their respective permitted successors and assigns 
and shall inure to the benefit of 3COM and BNPLC and all 
permitted transferees, mortgagees, successors and assignees of 
3COM and BNPLC with respect to the Property; provided, that 
the rights of BNPLC hereunder shall not pass to 3COM or any 
Applicable Purchaser or any subsequent owner claiming through 
them.  Prior to the Designated Sale Date BNPLC may transfer, 
assign and convey, in whole or in part, the Property and any 
and all of its rights under this Agreement (subject to the 
terms of this Agreement) by any conveyance that constitutes a 
Permitted Transfer, but not otherwise.  If BNPLC sells or 
otherwise transfers the Property and assigns its rights under 
this Agreement and the Lease pursuant to a Permitted Transfer, 
then to the extent BNPLC's successor in interest confirms its 
liability for the obligations imposed upon BNPLC by this 
Agreement and the Lease on and subject to the express terms 
set out herein and therein, BNPLC shall thereby be released 
from any further obligations thereafter arising under this 
Agreement and the Lease, and 3COM will look solely to each 
successor in interest of BNPLC for performance of such 
obligations.

	16.     WAIVER OF JURY TRIAL.  BNPLC AND 3COM EACH HEREBY 
WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR 
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THE LEASE, THIS 
AGREEMENT OR ANY OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM 
RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION AND THE 
RELATIONSHIP THAT IS BEING ESTABLISHED.  The scope of this 
waiver is intended to be all-encompassing of any and all 
disputes that may be filed in any court and that relate to the 
subject matter of this transaction, including without 
limitation, contract claims, tort claims, breach of duty 
claims, and all other common law and statutory claims.  3COM 
and BNPLC each acknowledge that this waiver is a material 
inducement to enter into a business relationship, that each 
has already relied on the waiver in entering into this 
Agreement and the other documents referred to herein, and that 
each will continue to rely on the waiver in their related 
future dealings.  3COM and BNPLC each further warrant and 
represent that it has reviewed this waiver with its legal 
counsel, and that it knowingly and voluntarily waives its jury 
trial rights following consultation with legal counsel.  THIS 
WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED 
EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY 
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS 
TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS 
RELATING TO THE LEASE, THIS AGREEMENT OR THE ENVIRONMENTAL 
INDEMNITY.  In the event of litigation, this Agreement may be 
filed as a written consent to a trial by the court.

	17.     Security for 3COM's Obligations.   3COM's 
obligations under this Agreement are secured by the Pledge 
Agreement, reference to which is hereby made for a description 
of the Collateral covered thereby and the rights and remedies 
provided to BNPLC thereby.   Although the collateral agent 
appointed for BNPLC as provided in the Pledge Agreement shall 
be entitled to hold all Collateral as security for the full 
and faithful performance by 3COM of 3COM's covenants and 
obligations under this Agreement, the Collateral shall not be 
considered an advance payment of the Purchase Price or any 
Shortage Amount or a measure of BNPLC's damages should 3COM 
breach this Agreement.  If 3COM does breach this Agreement and 
fails to cure the same within any time specified herein for 
the cure, BNPLC may, from time to time, without prejudice to 
any other remedy and without notice to 3COM, require the 
collateral agent to immediately apply the proceeds of any 
disposition of the Collateral (and any cash included in the 
Collateral) to amounts then due hereunder from 3COM.  If BNPLC 
assigns its interest in the Property before the Designated 
Sale Date, BNPLC may also assign BNPLC's interest in the 
Collateral to the assignee.

	18.     Replacement of Participants Proposed by 3COM.  So 
long as no Event of Default has occurred and is continuing, 
BNPLC shall not unreasonably withhold its approval for a 
substitution under the Participation Agreement of a new 
Participant proposed by 3COM for any Participant, the Deposit 
Taker for whom has ceased to be a Qualified Deposit Taker; 
provided, however, that (A) the proposed substitution can be 
accomplished without a release or breach by BNPLC of its 
rights and obligations under the Participation Agreement or 
the "Underlying Documents" described therein (including this 
Purchase Agreement); (B) the new Participant will agree (by 
executing Supplements to the Participation Agreement and 
Pledge Agreement as therein contemplated and by other 
agreements as may be reasonably required by BNPLC and 3COM) to 
become a party to the Participation Agreement and to the 
Pledge Agreement, to designate a Qualified Deposit Taker as 
the Deposit Taker for it under the Pledge Agreement and to 
accept a Percentage under the Participation Agreement equal to 
the Percentage of the Participant to be replaced; (C) the new 
Participant (or 3COM) will provide the funds required to pay 
the termination fee by Section 6.4 of the Participation 
Agreement to accomplish the substitution; (D) 3COM (or the new 
Participant) agrees in writing to indemnify and defend BNPLC 
for any and all Losses incurred by BNPLC in connection with or 
because of the substitution, including the cost of preparing 
supplements to the Participation Agreement and the Pledge 
Agreement and including any cost of defending and paying any 
claim asserted by the Participant to be replaced because of 
the substitution (but not including any liability of BNPLC to 
such Participant for damages caused by BNPLC's bad faith or 
gross negligence in the performance of BNPLC's obligations 
under the Participation Agreement prior to the substitution); 
and (E) the new Participant shall be a reputable financial 
institution having a net worth of no less than seven and one 
half percent (7.5%) of total assets and total assets of no 
less than $10,000,000,000.00 (all according to then recent 
audited financial statements).  BNPLC shall attempt in good 
faith to assist (and cause its Affiliate, Banque Nationale de 
Paris, to attempt in good faith to assist) 3COM in identifying 
a new Participant that 3COM may propose to substitute for an 
existing Participant pursuant to this Paragraph, as 3COM may 
reasonably request from time to time.  However, in no event 
shall BNPLC itself, or any of its Affiliates, be required to 
take the Percentage of any Participant to be replaced.

	19.     Security for BNPLC's Obligations.  To secure 3COM's 
right to recover any damages caused by a breach of Paragraph 3 
by BNPLC, including any such breach caused by a rejection or 
termination of this Agreement in any bankruptcy or insolvency 
proceeding instituted by or against BNPLC, as debtor, BNPLC 
does hereby grant to 3COM a mortgage, lien and security 
interest against all rights, title and interests of BNPLC from 
time to time in and to the Property.  3COM may enforce such 
mortgage, lien and security interest judicially after any such 
breach by BNPLC, but not otherwise.  3COM waives any right it 
has to seek a deficiency judgement against BNPLC in any action 
brought for a judicial foreclosure of such mortgage, lien and 
security interest, and in connection therewith, BNPLC hereby 
acknowledges that it shall have no right of redemption 
following any such judicial foreclosure.  Contemporaneously 
with the execution of this Agreement, 3COM and BNPLC will 
execute a memorandum of this Agreement which is in recordable 
form and which specifically references the mortgage, lien and 
security interest granted in this Paragraph, and 3COM shall be 
entitled to record such memorandum at any time prior to the 
Designated Sale Date.

	20.     Not a Partnership, Etc.   NOTHING IN THIS PURCHASE 
AGREEMENT IS INTENDED TO BE OR TO CREATE ANY PARTNERSHIP, 
JOINT VENTURE, OR OTHER JOINT ENTERPRISE BETWEEN BNPLC AND 
3COM.  NEITHER THE EXECUTION OF THIS PURCHASE AGREEMENT NOR 
THE ADMINISTRATION OF THIS PURCHASE AGREEMENT OR OTHER 
DOCUMENTS REFERENCED HEREIN BY BNPLC, NOR ANY OTHER RIGHT, 
DUTY OR OBLIGATION OF BNPLC UNDER OR PURSUANT TO THIS PURCHASE 
AGREEMENT OR SUCH DOCUMENTS IS INTENDED TO BE OR TO CREATE ANY 
FIDUCIARY OBLIGATIONS OF BNPLC TO 3COM.


	[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


		IN WITNESS WHEREOF, the parties have executed this 
Purchase Agreement as of August 11, 1997.


			"BNPLC"

					
			BNP LEASING CORPORATION, a Delaware corporation


			By:     /s/ Lloyd G. Cox     
			   ----------------------------
			   Lloyd G. Cox, Vice President



[Continuation of signature pages to Purchase Agreement dated 
to be effective August 11, 1997]


			"3COM"

			3COM CORPORATION, a Delaware corporation


			By:    /s/ Mark D. Michael    
			   ---------------------------
			   Mark D. Michael, SVP,
			   General Counsel & Secretary



				  Exhibit A

			      Legal Description


PARCEL 1:

Lot 1 in 3800 Golf Road Subdivision of part of 
Fractional Section 7, Township 41 North, Range 11, East 
of the Third Principal Meridian, according to the plat 
recorded January 31, 1996 as Document No. 96080514, in 
Cook County, Illinois.

PARCEL 2:

Easement for the benefit of Parcel 1 aforesaid, to 
go upon Lot 2 in 3800 Golf Road Subdivision aforesaid, 
for the purpose of performing work of construction and 
maintenance of Berm if such work is not timely performed 
by the owner of said Lot 2, as granted in paragraph 9.4 
of Article 9 of the Declaration and Grant of Easements, 
Covenants and Restrictions executed by AT&T Corp., a New 
York corporation, dated January 26, 1996 and recorded 
February 9, 1996 as Document No. 96110279, in Cook 
County, Illinois.



				  Exhibit B


Prepared by: 

Clint Shouse
Thompson & Knight, P.C.
1700 Pacific Avenue
Suite 3300
Dallas, Texas  75201

After Recording Return to:
________________________________                                                
________________________________                                                
________________________________                                                
Attention:______________________                              


					   Above Space for Recorder's Use
	


P.I.N. Nos.:       08-07-401-006-0000; 08-07-402-010-0000;
		   08-07-402-013-0000; 08-07-403-004-0000;
		   08-07-403-009-0000

Property Address:  3800 Golf Road, Rolling Meadows, Illinois

	


			     SPECIAL WARRANTY DEED


	THIS INDENTURE, made this _________ day of __________, 
1997, between BNP LEASING CORPORATION, a Delaware corporation 
("Grantor"), and [3COM OR THE APPLICABLE PURCHASER, AS THE 
CASE MAY BE] having an office at ________________________ 
("Grantee"), WITNESSETH, that the Grantor for and in 
consideration of the sum of [INSERT AMOUNT] and other good and 
valuable consideration in hand paid to Grantor by Grantee, the 
receipt and sufficiency of which are hereby acknowledged, and 
by these presents does REMISE, RELEASE, ALIEN, AND CONVEY unto 
Grantee, FOREVER, all of the real estate, situated in the 
County of Cook and State of Illinois known and described as 
3800 Golf Road, Rolling Meadows, Illinois and legally 
described in Annex A attached hereto and made a part hereof 
(the "Property"), together with any buildings and other 
improvements situated thereon, any fixtures and other property 
affixed thereto and all right, title, and interest of Grantor 
in and to adjacent streets, alleys, and rights-of-way; 
provided, however, this conveyance is made by Grantor and 
accepted by Grantee subject to the following, as well as the 
Permitted Encumbrances described on Annex B (collectively, the 
"Permitted Encumbrances"):

	1.      Real Estate Taxes not yet due and payable;
	2.      General or Special Assessments due and 
payable after the date hereof; and
	3.      Encroachments, variations in area or in 
measurements, boundary line disputes, roadways and 
other matters not of record which would be disclosed 
by a survey and inspection of the property conveyed 
hereby.

	TO HAVE AND TO HOLD the Property, together with all and 
singular the rights and appurtenances thereto belonging unto 
Grantee, its successors and assigns, forever, and Grantor does 
hereby bind Grantor and Grantor's successors and assigns to 
WARRANT AND FOREVER defend all and singular the said premises 
unto Grantee, its successors and assigns against every person 
whomsoever lawfully claiming, or to claim the same, or any 
part thereof by, through or under Grantor, but not otherwise; 
subject, however, to the Permitted Encumbrances.  Except as 
expressly set forth in the preceding sentence, Grantor makes 
no warranty of title, express or implied.

	IN WITNESS WHEREOF, said Grantor has caused its name to 
be signed to these presents by its ___________, as of the day 
and year first above written.


			BNP LEASING CORPORATION
			a Delaware corporation



			By:________________________________    
			Its:_______________________________    



STATE OF TEXAS                  )
				)       SS
COUNTY OF DALLAS                )


	The foregoing instrument was acknowledged before me this 
__________ day of ______________ , ___________, by __________________,
________________ of BNP Leasing Corporation, a Delaware corporation,
on behalf of the corporation.



			______________________________________                                
			NOTARY PUBLIC

My Commission Expires on _____________________.



MAIL SUBSEQUENT TAX BILLS TO:
________________________________
________________________________
________________________________
________________________________
						
						
						

				   Annex A

			      LEGAL DESCRIPTION


PARCEL 1:

Lot 1 in 3800 Golf Road Subdivision of part of 
Fractional Section 7, Township 41 North, Range 11, East 
of the Third Principal Meridian, according to the plat 
recorded January 31, 1996 as Document No. 96080514, in 
Cook County, Illinois.


PARCEL 2:

Easement for the benefit of Parcel 1 aforesaid, to 
go upon Lot 2 in 3800 Golf Road Subdivision aforesaid, 
for the purpose of performing work of construction and 
maintenance of Berm if such work is not timely performed 
by the owner of said Lot 2, as granted in paragraph 9.4 
of Article 9 of the Declaration and Grant of Easements, 
Covenants and Restrictions executed by AT&T Corp., a New 
York corporation, dated January 26, 1996 and recorded 
February 9, 1996 as Document No. 96110279, in Cook 
County, Illinois.


				   Annex B

			    Permitted Encumbrances

[NOTE:  TO THE EXTENT THAT SPECIFIC ENCUMBRANCES (OTHER THAN 
"PROHIBITED LIENS") ARE IDENTIFIED IN ADDITION TO THOSE 
DESCRIBED BELOW, SUCH ADDITIONAL ENCUMBRANCES WILL BE ADDED TO 
THE LIST BELOW AND THIS "NOTE" WILL BE DELETED BEFORE THIS 
DEED IS ACTUALLY EXECUTED AND DELIVERED BY BNPLC.  SUCH 
ADDITIONAL ENCUMBRANCES WOULD INCLUDE ANY NEW ENCUMBRANCES 
APPROVED BY BNPLC AS "PERMITTED ENCUMBRANCES" FROM TIME TO 
TIME BECAUSE OF 3COM'S REQUEST FOR BNPLC'S CONSENT OR APPROVAL 
TO AN ADJUSTMENT AS PROVIDED IN THE LEASE.]

	This conveyance is subject to any encumbrances that do 
not constitute "Prohibited Encumbrances" (as defined in the 
Purchase Agreement pursuant to which this Deed is being 
delivered), including county and city taxes for the Fiscal 
Year 1997, a lien not yet due or payable, and including the 
following matters to the extent the same are still valid and 
in force:

1.      Declaration of Restrictions dated July 7, 1965 and 
recorded November 8, 1965 as Document No. 19654849 and 
amended by Document No. 22518743 made by Chicago Title 
and Trust Company, an Illinois corporation, as Trustee 
under Trust Agreement dated June 15, 1960 known as Trust 
No. 42370, American National Bank of Chicago, a National 
Banking Association, as Trustee under Trust Agreement 
dated December 17, 1958 and known as Trust No. 14073 and 
Western Electric Co., Inc., New York, relating to 
construction, materials, location, area, height and 
approval of plans of buildings to be erected on the land 
and other property; specific uses of the land; lot size, 
weed control, landscaping; signs and control of junk and 
debris.

	Note: the rights of Chicago Title and Trust Company 
as Trustee under Trust Agreement dated June 15, 1960 and 
known as Trust No. 42370 were assigned to Chemplex 
Company by Assignment and Notice dated March 7, 1969 and 
recorded April 30, 1969 as Document No. 20826795.

	Note: said instrument contains no provision for a 
forfeiture of or reversion of title in case of breach of 
condition.
	
2.      The Land falls in Drainage District No. 1 of the 
Township of Elk Grove, Cook County, Illinois.
 
3.      Covenants and conditions contained in the Deed dated 
March 4, 1970 and recorded July 16, 1971 as Document No. 
21549676 from the Corporation of Illinois, for the use of 
the Department of Public Works and Buildings to Western 
Electric Company, Inc., a New York corporation, that the 
Land shall not be used as a junkyard of for advertising 
of any kind except "on premises signs" as defined in the 
Rules and Regulations for Outdoor Advertising on 
Interstate Highways promulgated by the Department of 
Public Works and Buildings, State of Illinois, revised 
January 3, 1966, as amended: and there is no access to, 
from or over the Land to and from the public highway 
lying adjoining to said Land and known as F.A.I. Route 90 
previously declared a freeway nor will access be 
permitted in the future to, from or over the Land to and 
from said public highway, which instrument does not 
contain a reverter clause.

	(Affects that part of the Land lying westerly of a 
line 400 feet easterly of the center line of Rohlwing 
Road)

4.      Grant from Western Electric Company, Inc., a New York 
corporation, to Northern Illinois Gas Company, an 
Illinois corporation, contained in the Easement Agreement 
dated July 25, 1972 and recorded August 4, 1972 as 
Document No. 22002493, of a nonexclusive perpetual right 
of ingress and egress to Northern's Dubuque right-of-way 
line together with the right to use as working space in 
connection with construction and maintenance of existing 
and future pipelines, now located or to be constructed on 
Northern's Dubuque right-of-way, in, under, over and 
across Western's parcel described as follows, as shown on 
Plat of Survey dated December 27, 1968 prepared by Albert 
C. Schmitt, Registered Land Surveyor, marked Exhibit A 
and attached thereto; and the covenants and conditions 
therein contained.

	(Affects that part of Section 7, Township 41 North, 
Range 11 East of the Third Principal Meridian, in Cook 
County, Illinois.  Bounded and described as follows: 
commencing at the concrete right-of-way monument at the 
intersection of the north line of the south 1/2 of the 
south 1/2 of said Section 7, with the easterly line of the 
Illinois Toll Road; thence North 86  29' 43" East along 
said north line a distance of 326.18 feet to an iron 
stake for a point of beginning; thence North 62  21' 31" 
East along a straight line a distance of 424.07 feet to a 
point; thence South 32  29' 31" West along a straight 
line a distance of 214.33 feet to a point on said north 
line of the south 1/2 of the south 1/2 of Section 7; thence 
South 86  29' 43" West along said north line a distance 
of 261.02 feet to the point of beginning)

	  (Affects Westerly part of the Land)

5.      Terms, provisions, conditions and limitations of the 
Declaration of Grant of Easements, Covenants and 
Restrictions for ingress and egress and for public 
utilities and drainage, etc., recorded February 9, 1996 
as Document No. 96110279.
 
6.      Terms, provisions, conditions and limitations of the 
Declaration of Restrictive Covenant made by AT&T 
Technologies, Inc., recorded March 18, 1996 as Document 
No. 88113916.
 
7.      20 foot water pipeline easement as disclosed by 
Document No. 27362784 also as depicted on Plat of 3800 
Golf Road Subdivision recorded January 31, 1996 as 
Document No. 96080514.
 
8.      Terms, provisions, and conditions relating to the 
easement described as Parcel 2, contained in the 
instrument creating said easement.
 
9.      Public utilities and drainage easement over the 
Easterly line of Lot 1 as shown on Plat of 3800 Golf Road 
Subdivision recorded January 31, 1996 as Document No. 
96080514.
 
10.     The Plat of Subdivision recorded January 31, 1996 as 
Document No. 96080514 includes a certification by the 
surveyor that the Land is located within a Special Flood 
Area as identified by the Federal Emergency Management 
Agency.



				  EXHIBIT C

			   [Intentionally deleted.]



				  Exhibit D

		     BILL OF SALE, ASSIGNMENT OF CONTRACT 
			 RIGHTS AND INTANGIBLE ASSETS

	Reference is made to that certain Agreement for Purchase 
and Sale of Real Estate dated June 20, 1997 (the "Agreement") 
between 3Com Corporation, a Delaware Corporation, and 3800 
Golf Company, L.L.C. ("Seller"), pursuant to which 3Com 
Corporation named BNP LEASING CORPORATION ("Assignor") as its 
designee and Seller conveyed to Assignor the real property 
described in Annex A attached hereto (the "Property").

	Assignor hereby sells, transfers and assigns unto [3COM 
OR THE APPLICABLE PURCHASER, AS THE CASE MAY BE], a 
_____________  ("Assignee"), all of Assignor's right, title 
and interest in and to the following property, if any, to the 
extent such property is assignable:

	(a)     any warranties, guaranties, indemnities and claims 
Assignor may have under the Agreement or under any document 
delivered by Seller thereunder to the extent related to the 
Property;

	(b)     all licenses, permits or similar consents (excluding 
any prepaid utility reservations) from third parties to the 
extent related to the Property;

	(c)     any pending or future award made because of any 
condemnation affecting the Property or because of any 
conveyance to be made in lieu thereof, and any unpaid award 
for damage to the Property and any unpaid proceeds of 
insurance or claim or cause of action for damage, loss or 
injury to the Property;

	(d)     any goods, equipment, furnishings, furniture, 
chattels and personal property of whatever nature that are 
located on or about the Property; and

	(e)     any general intangibles, permits, licenses, 
franchises, certificates, and other rights and privileges 
owned by Assignor and used solely in connection with, or 
relating solely to, the Property, including any such rights 
and privileges conveyed to Assignor pursuant to the Agreement; 
but excluding any rights or privileges of Assignor under (i) 
the Environmental Indemnity, as defined in that certain 
Purchase Agreement between Assignor and 3Com Corporation dated 
as of August 11, 1997 (the "Purchase Agreement") (pursuant to 
which this document is being delivered), (ii) the Lease, as 
defined in the Purchase Agreement, to the extent rights under 
the Lease relate to the period ending on the date hereof, 
whether such rights are presently known or unknown, including 
rights of the Assignor to be indemnified against claims of 
third parties as provided in the Lease which may not presently 
be known, and including rights to recover any accrued unpaid 
rent under the Lease which may be outstanding as of the date 
hereof, (iii) agreements between Assignor and Participants, as 
defined in the Lease, or any modification or extension 
thereof, and (iv) any other instrument being delivered to 
Assignor contemporaneously herewith pursuant to the Purchase 
Agreement.  

	Assignor does for itself and its heirs, executors and 
administrators, covenant and agree to warrant and defend the 
title to the property assigned herein against the just and 
lawful claims and demands of any person claiming under or 
through Assignor, but not otherwise; excluding, however, any 
claim or demand arising by, through or under [3COM].

	Assignee hereby assumes and agrees to keep, perform and 
fulfill Assignor's obligations, if any, relating to any 
permits or contracts, under which Assignor has rights being 
assigned herein.


	Executed: ______________________ , _____.


			ASSIGNOR:
		
			BNP LEASING CORPORATION
			a Delaware corporation



			By:______________________________________     
			Its:_____________________________________    



			ASSIGNEE:

			[3COM, OR THE APPLICABLE PURCHASER],  a 
			_________ corporation



			By:_____________________________________     
			Its:____________________________________    




				   Annex A

			      Legal Description


PARCEL 1:

Lot 1 in 3800 Golf Road Subdivision of part of 
Fractional Section 7, Township 41 North, Range 11, East 
of the Third Principal Meridian, according to the plat 
recorded January 31, 1996 as Document No. 96080514, in 
Cook County, Illinois.


PARCEL 2:

Easement for the benefit of Parcel 1 aforesaid, to 
go upon Lot 2 in 3800 Golf Road Subdivision aforesaid, 
for the purpose of performing work of construction and 
maintenance of Berm if such work is not timely performed 
by the owner of said Lot 2, as granted in paragraph 9.4 
of Article 9 of the Declaration and Grant of Easements, 
Covenants and Restrictions executed by AT&T Corp., a New 
York corporation, dated January 26, 1996 and recorded 
February 9, 1996 as Document No. 96110279, in Cook 
County, Illinois.




				  Exhibit E

	Acknowledgment of Disclaimer of Representations and Warranties

	THIS ACKNOWLEDGMENT OF DISCLAIMER OF REPRESENTATIONS AND 
WARRANTIES (this "Certificate") is made as of 
___________________, ____, by [3COM or the Applicable 
Purchaser, as the case may be], a ___________________ 
("Grantee").

	Contemporaneously with the execution of this Certificate, 
BNP Leasing Corporation, a Delaware corporation ("BNPLC"), is 
executing and delivering to Grantee (1) a Corporation Grant 
Deed and (2) a Bill of Sale, Assignment of Contract Rights and 
Intangible Assets (the foregoing documents and any other 
documents to be executed in connection therewith are herein 
called the "Conveyancing Documents" and any of the properties, 
rights or other matters assigned, transferred or conveyed 
pursuant thereto are herein collectively called the "Subject 
Property").

	Notwithstanding any provision contained in the 
Conveyancing Documents to the contrary, Grantee acknowledges 
that BNPLC makes no representations or warranties of any 
nature or kind, whether statutory, express or implied, with 
respect to environmental matters or the physical condition of 
the Subject Property, and Grantee, by acceptance of the 
Conveyancing Documents, accepts the Subject Property "AS IS," 
"WHERE IS," "WITH ALL FAULTS" and without any such 
representation or warranty by Grantor as to environmental 
matters, the physical condition of the Subject Property, 
compliance with subdivision or platting requirements or 
construction of any improvements.  Without limiting the 
generality of the foregoing, Grantee hereby further 
acknowledges and agrees that warranties of merchantability and 
fitness for a particular purpose are excluded from the 
transaction contemplated by the Conveyancing Documents, as are 
any warranties arising from a course of dealing or usage of 
trade.  Grantee hereby assumes all risk and liability (and 
agrees that BNPLC shall not be liable for any special, direct, 
indirect, consequential, or other damages resulting or arising 
from or relating to the ownership, use, condition, location, 
maintenance, repair, or operation of the Subject Property, 
except for damages proximately caused by (and attributed by 
any applicable principles of comparative fault to) the wilful 
misconduct, Active Negligence or gross negligence of BNPLC, 
its agents or employees.  As used in the preceding sentence, 
"Active Negligence" of a party means, and is limited to, the 
negligent conduct of activities actually on or about the 
Property by that party in a manner that proximately causes 
actual bodily injury or property damage to be incurred.  
"Active negligence" shall not include (1) any negligent 
failure of BNPLC to act when the duty to act would not have 
been imposed but for BNPLC's status as owner of the Subject 
Property or as a party to the transactions pursuant to which 
BNPLC is delivering this instrument (the "Applicable 
Transactions"), (2) any negligent failure of any other party 
to act when the duty to act would not have been imposed but 
for such party's contractual or other relationship to BNPLC or 
participation or facilitation in any manner, directly or 
indirectly, of the Applicable Transactions, or (3) the 
exercise in a lawful manner by BNPLC (or any party lawfully 
claiming through or under BNPLC) of any remedy provided in 
connection with the Applicable Transactions.

	The provisions of this Certificate shall be binding on 
Grantee, its successors and assigns and any other party 
claiming through Grantee.  Grantee hereby acknowledges that 
BNPLC is entitled to rely and is relying on this Certificate.

	EXECUTED as of ________________, ____.
				
			_________________________________
			_____________________, a ________
			By:______________________________
			   Name:_________________________        
			   Title:________________________       





				  Exhibit F

			   [Intentionally deleted.]





				  Exhibit G

			   SECRETARY'S CERTIFICATE


	The undersigned, __________________ Secretary of BNP 
Leasing Corporation, a Delaware corporation (the "Corporation"),
hereby certifies as follows:

	1.      That he is the duly, elected, qualified and acting 
Secretary [or Assistant Secretary] of the Corporation and has 
custody of the corporate records, minutes and corporate seal.

	2.      That the following named persons have been properly 
designated, elected and assigned to the office in the 
Corporation as indicated below; that such persons hold such 
office at this time and that the specimen signature appearing 
beside the name of such officer is his or her true and correct 
signature.

[The following blanks must be completed with the names and 
signatures of the officers who will be signing the deed and 
other Required Documents on behalf of the Corporation.]

Name                     Title                    Signature
----                     -----                    ---------
____________________     ____________________     ____________________         
____________________     ____________________     ____________________

	3.      That the resolutions attached hereto and made a part 
hereof were duly adopted by the Board of Directors of the 
Corporation in accordance with the Corporation's Articles of 
Incorporation and Bylaws.  Such resolutions have not been 
amended, modified or rescinded and remain in full force and 
effect.

	IN WITNESS WHEREOF, I have hereunto signed my name and 
affixed the seal of the Corporation on this ______, day of     
____________, ________.




								       
			______________________________ [signature]


		



			   CORPORATE RESOLUTIONS OF
			   BNP LEASING CORPORATION


	WHEREAS, pursuant to that certain Purchase Agreement 
(herein called the "Purchase Agreement") dated as of 
August 11, 1997, by and between BNP Leasing Corporation (the 
"Corporation") and [3COM OR THE APPLICABLE PURCHASER AS THE 
CASE MAY BE] ("Purchaser"), the Corporation agreed to sell and 
Purchaser agreed to purchase or cause the Applicable Purchaser 
(as defined in the Purchase Agreement) to purchase the 
Corporation's interest in the property (the "Property") 
located in Rolling Meadows, Illinois, more particularly 
described therein.

	NOW THEREFORE, BE IT RESOLVED, that the Board of 
Directors of the Corporation, in its best business judgment, 
deems it in the best interest of the Corporation and its 
shareholders that the Corporation convey the Property to 
Purchaser or the Applicable Purchaser pursuant to and in 
accordance with the terms of the Purchase Agreement.

	RESOLVED FURTHER, that the proper officers of the 
Corporation, and each of them, are hereby authorized and 
directed in the name and on behalf of the Corporation to cause 
the Corporation to fulfill its obligations under the Purchase 
Agreement.

	RESOLVED FURTHER, that the proper officers of the 
Corporation, and each of them, are hereby authorized and 
directed to take or cause to be taken any and all actions and 
to prepare or cause to be prepared and to execute and deliver 
any and all deeds and other documents, instruments and 
agreements that shall be necessary, advisable or appropriate, 
in such officer's sole and absolute discretion, to carry out 
the intent and to accomplish the purposes of the foregoing 
resolutions.



				 Exhibit H


			   BNP LEASING CORPORATION
			       717 N. HARWOOD
				 SUITE 2630
			    DALLAS, TEXAS  75201


			    ____________, ______     



[Title Insurance Company]
_________________
_________________
_________________

	Re:  Recording of Grant Deed to [3COM or the Applicable 
Purchaser] ("Purchaser")

Ladies and Gentlemen:

	BNP Leasing Corporation has executed and delivered to 
Purchaser a Grant Deed in the form attached to this letter.  
You are hereby authorized and directed to record the Grant 
Deed at the request of Purchaser.

		       Sincerely,




				  Exhibit I

			      FIRPTA STATEMENT

	Section 1445 of the Internal Revenue Code of 1986, as 
amended, provides that a transferee of a U.S. real property 
interest must withhold tax if the transferor is a foreign 
person.

	To inform [3COM or the Applicable Purchaser] (the 
"Transferee") that withholding of tax is not required upon the 
disposition of a real property interest by transferor, BNP 
Leasing Corporation (the "Seller"), the undersigned hereby 
certifies the following on behalf of the Seller:

	1. The Seller is not a foreign corporation, foreign 
partnership, foreign trust, or foreign estate (as those terms 
are defined in the Internal Revenue Code and Income Tax 
Regulations);

	2. The United States employer identification number for 
the Seller is _____________________;

	3.The office address of the Seller is ______________  
__________________________________________.

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

	The Seller understands that the Transferee is relying on 
this affidavit in determining whether withholding is required 
upon said transfer.  The Seller hereby agrees to indemnify and 
hold the Transferee harmless from and against any and all 
obligations, liabilities, claims, losses, actions, causes of 
action, demands, rights, damages, costs, and expenses 
(including but not limited to court costs and attorneys' fees) 
incurred by the Transferee as a result of any false misleading 
statement contained herein.

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

	Dated:  ___________, ____.


			By:________________________________
			   Name:___________________________       
			   Title:__________________________