AGREEMENT  made  this  19th  day  of  April,  2000  ("Contract")   between
INVESTMENT  PROPERTIES  ASSOCIATES,  a Limited  Partnership,  a New York limited
partnership, having an office c/o Helmsley-Spear, Inc., 60 East 42nd Street, New
York,  New York  10165,  (the  "Seller"  or  "IPA")  and SM BRELL  II,  L.P.,  a
California  limited  partnership,  having an office at 125 Summer Street,  Suite
1640, Boston Massachusetts 02110 (hereinafter called "Purchaser").

                              W I T N E S S E T H :

      In consideration  of the mutual  covenants and agreements  hereinafter set
forth,  and subject to the terms and  conditions  hereof,  Seller and  Purchaser
hereby covenant and agree as follows:

      1.  Subject  of Sale.  Seller  agrees  to sell,  and  Purchaser  agrees to
purchase, the following upon the terms and conditions set forth herein:

      (a) Fee simple interest (subject to the provisions of Article 3 hereof) in
those certain  plots,  pieces or parcels of land  described on Schedules A-1 and
A-2,  annexed  hereto and made a part  hereof,  in each case  together  with the
improvements  erected  thereon,  which plots,  pieces or parcels of land and the
improvements  erected  thereon  are herein  referred  to,  collectively,  as the
"Premises"  and from time to time as the  "Properties"  or,  individually,  as a
"Property" or as described by name, as "245 Fifth Avenue" and "261 Fifth Avenue"
on Schedules A-1 and A-2.

      (b) All right,  title and  interest  of Seller,  if any, in and to (i) any
land  lying in the bed of any  streets,  roads or  avenues  opened or  proposed,
public or private,  in

<PAGE>

front of or adjoining the Premises, to the center line thereof, (ii) all strips,
gores, easements, rights of way, air space or development rights,  reservations,
privileges,  appurtenances  and all other rights pertaining to Seller's interest
in the Premises and (iii) any unpaid  awards for any taking by  condemnation  or
any  damage to the  Premises  by reason of a change of grade of any  streets  or
highways.  Upon the Closing (as hereinafter  defined),  Seller shall execute and
deliver to Purchaser all proper instruments for the conveyance of such title and
the assignment and collection of any such awards.

      (c) All  right,  title  and  interest  of  Seller,  if any,  in and to the
fixtures,  equipment and other personal  property  attached to or appurtenant to
the  Premises  and owned by  Seller,  but no part of the  "Purchase  Price"  (as
hereinafter defined) shall be deemed to be paid for such fixtures,  equipment or
personal property.

      2. Purchase Price.

      (a) The purchase price for the Premises is One Hundred Thirty Five Million
and 00/100  Dollars  ($135,000,000.00)  (the  "Purchase  Price")  payable by the
Purchaser as follows:

            (i) Seven Hundred Fifty  Thousand and 00/100  Dollars  ($750,000.00)
(the  "Deposit") on the signing of this contract by electronic  wire transfer to
the trust account of Stadtmauer Bailkin LLP ("Escrow Agent") simultaneously with
the execution and delivery of this Contract, pursuant to instructions which have
been provided to Purchaser and receipt of which Deposit will be  acknowledged by
Escrow Agent upon  receipt.  In addition,  Purchaser is  depositing  with Escrow
Agent a  promissory  note in the


                                                                               2
<PAGE>

amount  of  Three  Million  Two  Hundred  Fifty   Thousand  and  00/100  Dollars
($3,250,000.00)  in the form  attached  hereto  as  Exhibit  1 (the  "Promissory
Note");

            (ii)  If  Purchaser  shall  adjourn  the  Closing  pursuant  to  the
provisions of Article 14 hereof, Seven Hundred Fifty Thousand and 00/100 Dollars
($750,000.00)  (the  "Additional  Deposit")  upon the  exercise  of  Purchaser's
adjournment  right by  electronic  wire  transfer to the trust account of Escrow
Agent.  In addition,  in such event Purchaser shall deposit with Escrow Agent an
additional  promissory  note in the amount of Three  Million Two  Hundred  Fifty
Thousand  and  00/100  ($3,250,000.00)  in  the  same  form  as  Exhibit  1 (the
"Additional Promissory Note");

            (ii) At the Closing, the Purchase Price minus the Deposit (and minus
the Additional Deposit, if applicable),  subject to the apportionments  pursuant
to Article 6 hereof,  by  electronic  wire  transfer  as Seller may  direct,  in
accordance with the provisions of Section 2(c) below.

      (c) The payment of any of the  aforesaid  sums shall be made by electronic
wire  transfer  pursuant to wiring  instructions  to be given to Purchaser or by
federal funds check allowing  immediately  available funds.  Without limiting in
any manner  the TIME OF THE  ESSENCE  provisions  with  respect  to  Purchaser's
closing  obligations  any funds  delivered by  electronic  wire transfer must be
available to Seller prior to 4:00 p.m. on the date due; if said funds are not so
available when due,  Purchaser shall pay interest on any amount not so available
at an  annual  rate  equal to the  prime  rate of  interest  announced  by


                                                                               3
<PAGE>

Chase Manhattan Bank at that time, plus three percent (3%), through such time as
such amount is available to Seller.

      3. "Subject To" Provisions.

      The Premises are sold subject only to the matters set forth herein and the
matters  referred to in Schedules B-1 and B-2,  attached  hereto and made a part
hereof (the "Permitted Exceptions").

      4. Space Leases.

      With  respect to the leases of the tenants  set forth on Schedule  C-1 and
C-2 attached hereto and made a part hereof:

      (a) Purchaser  represents  that it or its  authorized  agent has examined,
inspected and investigated, to the full satisfaction of the Purchaser, originals
or copies of such leases for such  tenancies and  occupancies  (which leases are
collectively referred to herein as the "Space Leases" and the lessees thereunder
are herein called "Space  Tenants"),  and Purchaser or its  authorized  agent or
Purchaser's attorney has initialed the Space Leases. If there be any discrepancy
between  Space  Leases,  as so  examined  and  initialed,  and  the  information
pertaining thereto as listed on Schedules C-1 and C-2, the Space Leases shall be
controlling  and such  discrepancy  shall not  prejudice  Seller  or affect  any
liability  of  Purchaser  hereunder.  Without  limiting  the  generality  of the
immediately  preceding  sentence,  Purchaser  agrees  that  Seller  is making no
representations  with respect to  Schedules  C-1 and C-2 other than the identity
and location of each Space Tenant listed


                                                                               4
<PAGE>

thereon.  Purchaser hereby  acknowledges that it is and shall be bound by all of
the acts and or omissions of its authorized agents.

      (b) Purchaser acknowledges (i) that Seller has given Purchaser full access
to the files of Space Tenants at the Properties and at IPA's headquarters,  (ii)
that Purchaser has, or Purchaser's  authorized agents have,  examined such files
to its or their  satisfaction and (iii) that to the extent that the materials in
such files  shall  supplement  or modify  the  provisions  of the Space  Leases,
Purchaser shall be charged with knowledge of such supplement or modification.

      (c) Purchaser further  acknowledges  that no representation  has been made
and no  responsibility  is  assumed  by Seller  with  respect  to the  continued
occupancy of the Premises,  or any part  thereof,  by Space  Tenants,  or any of
them; it being  understood that the foregoing  clause of this  subparagraph  (c)
shall not diminish Seller's obligation to comply with the provisions of Articles
5 and 5A hereof.  Seller does not  undertake to ensure or  guarantee  that Space
Tenants,  or any of them,  will be in  occupancy  at the  Closing.  Prior to the
Closing,  Seller has the right,  but not the  obligation,  to enforce its rights
against Space Tenants, or any of them, in any manner, provided that Seller shall
not  terminate any Space Lease unless the  respective  Space Tenant fails to pay
rent for more than one month.  Purchaser  agrees that the removal,  prior to the
Closing,  of any Space Tenants, of their own volition and without the consent of
Seller,  or by summary  proceedings  or otherwise in each  instance as permitted
herein,  shall not be the basis  for,  nor give rise to any claim on the part of
Purchaser  nor affect the  obligations  of Purchaser  under this Contract in any
manner


                                                                               5
<PAGE>

whatsoever,  and Purchaser, at the Closing, in accordance with the terms of this
Contract,  shall  close  title and accept  delivery  of the Deeds to each of the
Properties without such Space Tenants in possession and without any allowance or
reduction in the Purchase Price.  Notwithstanding  the foregoing,  Seller hereby
agrees not to commence  any summary  proceedings  or other  eviction  proceeding
against any Space Tenants without Purchaser's  consent,  which consent shall not
be  unreasonably  withheld or delayed.  In the event that Seller  commences  any
summary  proceedings or other eviction  proceeding  against any Space Tenants in
accordance with the previous  sentence,  Seller shall assign all of its interest
in such proceeding at the Closing.

      5. Modification and Renewal of Space
         Leases and New Space Leases.

      (a) From and after the date hereof, Seller will not, without obtaining the
prior  written  consent of  Purchaser,  (i) make any  modification  of any Space
Lease(s)  which affects any period from and after the Closing nor enter into any
new Space Lease or renewal of any existing Space Lease,  except to the extent it
is required to do so under the terms of any such Space  Lease,  (ii)  consent to
any  assignment in connection  with any Space Lease,  except to the extent it is
required to do so under the terms of any such Space  Lease,  (iii) grant any new
concession  or new rent  abatement to any Space Tenant for any period  following
the Closing,  (iv) make any new  commitment to do any work for any Space Tenant,
which would be binding  upon  Purchaser,  and (v) grant any Space Tenant any new
option  with  respect to either of the  Properties  (collectively,  clauses  (i)
through  (v),  together  with  any  brokerage  agreements  or  modifications  of
brokerage  agreements


                                                                               6
<PAGE>

relating thereto,  being  hereinafter  referred to as the  "Modifications").  If
Purchaser  shall fail to notify Seller that it consents to or refuses to consent
to any Modification  within five (5) business days after its receipt of Seller's
notice to Purchaser of such proposed Modification,  then it shall be deemed that
Purchaser has given consent.  The  Modifications  and new Space Leases listed on
Exhibit  2  are  hereby  consented  to  by  Purchaser  and  Purchaser  shall  be
responsible for the Reletting Expenses (as hereinafter  defined) associated with
such  Modifications  and new Space Leases,  good faith  estimates of which costs
have been previously provided to Purchaser by Seller.

      (b) If  Purchaser  consents  or is  deemed to have  consented  to any such
Modification  creating a new tenancy or extending an existing  tenancy,  then in
such event,  Purchaser shall pay to Seller at the Closing, its pro rata share of
(i) the amount of brokerage  commission paid or required to be paid by landlord,
(ii)  reasonable   out-of-pocket  legal  fees  and  disbursements   incurred  in
connection with the drafting and negotiation of such new lease or extension, and
(iii) the  reasonable  cost of decoration or other work required to be performed
by landlord to suit the subject  premises to the  tenant's  occupancy  under the
terms of any  Modification or new Space Lease  (collectively,  the foregoing are
referred to hereinafter as "Reletting Expenses"),  such Reletting Expenses to be
prorated  between Seller and Purchaser in each case in proportion to the portion
of the term  during  which  tenant pays rent  pursuant to any such  Modification
before and after the  Closing  (it being  understood  that any rent free  period
shall  not  be  taken  into  consideration  in  the  apportioning  of  Reletting


                                                                               7
<PAGE>

Expenses);  provided,  however,  that in no event shall  Purchaser's  obligation
exceed the amounts  agreed to by  Purchaser  when it consents to the  applicable
Modification.

      (c) From  and  after  the  date of this  Contract  until  Closing,  Seller
covenants as follows:

            (i) Subject to the rights of any Space  Tenants,  Seller  shall give
Purchaser and its  authorized  representatives  access to both of the Properties
and  make all  books  and  records  (including  tenant  files)  relating  to the
ownership,  management and operation of the  Properties  available at reasonable
times and upon reasonable prior written notice to Seller;

            (ii) The  Properties  shall be used,  maintained  and  operated in a
manner consistent with Seller's recent past practices;

            (iii) To the extent  consistent  with Seller's past  practices  with
respect to the billing of additional  rents,  Seller shall  continue on a timely
basis to bill all  Space  Tenants  for any rents  and  additional  rents due and
payable by such Space Tenants and to enforce Space Leases and Service Contracts,
subject  to  Purchaser's  right to consent to the  commencement  of  enforcement
proceedings in the case of Space Leases.

      5A. Service Contracts, Permits and Licenses, and Brokerage Agreements.

      (a) Purchaser represents that it has examined, inspected and, investigated
to the full  satisfaction  of the  Purchaser the written  Service  Contracts (as
hereinafter  defined) attached hereto as part of Schedules D-1 and D-2. If there
be any discrepancy  between said Service Contracts  attached and the information
pertaining  thereto as listed in Schedules  D-1


                                                                               8
<PAGE>

and  D-2,  the  Service   Contracts   attached  shall  be  controlling  and  the
discrepancy,  if any there be in  Schedules  D-1 and D-2,  shall  not  prejudice
Seller or affect any liability of Purchaser hereunder.

      (b) From and after the date hereof,  without  obtaining  the prior written
consent of Purchaser,  which  consent shall be given or withheld in  Purchaser's
sole  discretion,  Seller will not  voluntarily  modify or terminate any Service
Contract(s) which affects any period from and after the Closing,  nor enter into
any new Service Contracts or renewal of any existing Service Contract (except in
emergency  situations),  unless  automatically  renewed  pursuant  to the  terms
thereof. Seller will terminate as of the Closing date any month-to-month Service
Contract(s)  which  Purchaser  shall request in writing to be terminated  within
five (5) days after the date  hereof,  provided  that  Purchaser  agrees that it
shall be  responsible  for the costs due to any service  provider under any such
terminated  Service Contract which shall have accrued with respect to any period
after  the  Closing  date,  whether  as a  result  of any  such  termination  or
otherwise.

      (c) From and after the date hereof,  without  obtaining  the prior written
consent of  Purchaser,  which  consent  shall not be  unreasonably  withheld  or
delayed,  Seller will not voluntarily  modify or terminate any permit,  license,
authorization  or approval  applicable  to either of the  Properties,  including
their  respective  certificates  of occupancy  (collectively,  the "Licenses and
Permits"),  which affects any period from and after the Closing, except for such
modifications as shall be required in order to comply with applicable law or the
use provisions of any existing or new Space Lease or any permitted


                                                                               9
<PAGE>

Modification  in order to use,  maintain and operate the  Properties in a manner
consistent  with  Seller's  recent past  practices.

      (d) From and after the date hereof,  Seller shall not modify any brokerage
agreements  that would  impact upon Buyer's  obligations  for  commissions  with
respect to renewals, expansions or extensions of any Space Lease.

      6. Apportionments.

      (a) The following are to be  apportioned  at the Closing as of 11:59 PM of
the day  immediately  preceding  the Closing  (except as otherwise  provided for
herein,  the  apportionments  shall be made in  accordance  with the  customs in
respect  to Title  Closing  Recommended  by The Real  Estate  Board of New York,
Inc.):

            (i) Rents and additional  rents under the Space Leases,  as and when
collected.  As to any Space Lease(s) that provides for the payment of additional
rent based upon a percentage of the Space Tenant's  business  during a specified
annual period or other period, or provides for so-called "escalation rent" based
upon increases in real estate taxes or operating expenses or labor costs or cost
of living  or  porter's  wages or  otherwise  (which  such  additional  rent and
"escalation rent" are collectively  called "Overage Rent"), if the Closing shall
occur prior to the time when any such Overage Rent is payable, then such Overage
Rent for the applicable  accounting  period in which the Closing occurs shall be
apportioned subsequent to the Closing; provided, however, in the case of Overage
Rent on account of increases in real estate taxes,  since Seller is apportioning
real estate taxes as of June 30, 2000,  the  apportionment  of such Overage Rent
shall be made as of June 30, 2000


                                                                              10
<PAGE>

notwithstanding  a date of Closing earlier than June 30, 2000.  Purchaser agrees
that it will  receive  in trust and pay over to Seller  the  proportion  of such
Overage Rent that the portion of such accounting  period during which the Seller
owned the Premises bears to the entire such accounting period. As to any Overage
Rent in respect to an  accounting  period that shall have  expired  prior to the
Closing but which shall become payable after the Closing,  Purchaser agrees that
it will receive and hold in trust such  Overage  Rent and pay the entire  amount
over to Seller upon  receipt  thereof.  Seller shall  furnish to  Purchaser  all
information  (including  the form of the bill to be rendered)  necessary for the
billing of such Overage Rent.  Purchaser  agrees that it shall  promptly  render
bills for and shall  exercise  reasonable  due  diligence in the  collection  of
Overage Rent (but shall not be obligated to institute proceedings to collect the
same) and shall,  upon  receipt  thereof,  promptly  pay to Seller the amount to
which Seller is entitled as above  provided.  If,  prior to the Closing,  Seller
shall collect any sums on account of Overage Rent for a year or other period, or
any portion of such year or other period,  beginning prior but ending subsequent
to the  Closing,  such sum shall be similarly  apportioned  at the Closing as of
11:59 PM of the day immediately  preceding the Closing. At the request of either
party,  both parties will join in a direction to the  respective  Space  Tenants
under such Space Leases as to the division of Overage Rents in  accordance  with
the foregoing provisions hereof.

            (ii) Real  estate  taxes,  provided  that in the case of real estate
taxes,  Seller agrees to be responsible  for all such taxes due through June 30,
2000.


                                                                              11
<PAGE>

            (iii) Water rates,  water meter charges and sewer rents,  if any, on
the basis of the fiscal period for which  assessed  which are not payable by the
Space Tenants.  If there be a water meter or meters on the Premises  (other than
meters under which  charges are payable by a Space  Tenant),  the unfixed  meter
charges and the unfixed sewer rent thereon based for the time  intervening  from
the date of the last  reading  shall be  apportioned  on the  basis of such last
reading, and shall be appropriately readjusted after the Closing on the basis of
the next subsequent  bills. As to any water charges and the  accompanying  sewer
rent  charges,  payable  by Space  Tenant(s)  as  aforementioned,  if the  Space
Tenant(s)  shall have  failed to pay such water  charges  and sewer  rent,  such
unpaid charges and rents, and the liens, if any, resulting therefrom,  shall not
be objections to title, or be the basis of any claim whatsoever  against Seller,
and (i) Purchaser  shall close title and accept delivery of the Deeds subject to
such unpaid charges and rents and such liens without abatement or credit against
the Purchase  Price and (ii) Seller  shall assign its rights  against such Space
Tenants to Purchaser.  Seller agrees to cooperate  with  Purchaser in collecting
such unpaid charges and rents from Space Tenants.

            (iv) The Reletting Expenses, if any.

            (v) Wages,  vacation  pay,  pension and welfare  benefits  and other
fringe  benefits of the Union  Employees  (as defined in Article 31 hereof) that
Purchaser has agreed to employ after Closing, which Union Employees are referred
to on  Schedules  E-1 and E-2  attached  hereto  and made a part  hereof,  whose
employment shall not have been terminated at or prior to the Closing.


                                                                              12
<PAGE>

            (vi) Prepaid charges under any Service  Contracts which are assigned
to Purchaser;

            (vii)  Dues paid,  if any,  to the  Realty  Advisory  Board on Labor
Relations, Inc. provided the membership covered by such dues is transferable.

            (viii) License and permit fees on Licenses and Permits.

            (ix) Usable  maintenance  supplies in unopened  containers  based on
Seller's actual cost therefor including sales tax.

            (x) Fuel, if any.

            (xi) All other income from and expense relating to the Properties of
every type and nature as is customary with a closing of this type in the Borough
of Manhattan, City, County and State of New York.

      (b) In connection with Section 6(a)(iii), Seller shall furnish readings of
the water,  other than meters  measuring the  consumption of water which are the
direct  responsibility  of any Space Tenant, to a date not more than thirty (30)
days prior to the Closing and the unfixed  water rates and charges,  sewer taxes
and rents, if any, based thereon for the  intervening  time shall be apportioned
on the basis of such last  readings.  If such readings are not obtainable by the
Closing,  then,  at the Closing,  any water rates and  charges,  sewer taxes and
rents which are based on such readings shall be prorated based upon the per diem
charges  obtained by using the most recent period for which such readings  shall
then be available in accordance with Section  6(a)(iii) above.  Seller agrees to
indemnify Purchaser for any such water rates and charges,  sewer taxes


                                                                              13
<PAGE>

and rents which shall have  accrued as of the date of Closing,  other than those
that are the direct responsibility of Space Tenants, which indemnification shall
survive Closing for a period of nine (9) months;  it being  expressly  agreed by
Purchaser  that the existence or possible  existence of water rates and charges,
sewer taxes and rents that shall have accrued as of Closing shall not constitute
objections to title on the part of Purchaser.

      (c) If on the  Closing  either  Property or any part  thereof  shall be or
shall have been affected by any special or general  assessment or assessments of
real property taxes which are or may become payable in installments of which the
first installment is then a charge or lien and has become payable,  Seller shall
pay or cause to be paid the unpaid  installments  of such  assessments due which
relate to a period prior to the Closing,  and Purchaser shall pay or cause to be
paid all installments which are either due or relate to a period on or after the
Closing. The current installments, if any, shall be apportioned at the Closing.

      (d) In the event the apportionments in this Article 6 which are to be made
at the Closing  result in a credit  balance (i) to Purchaser,  such sum shall be
paid at the  Closing by giving  Purchaser  a credit  against  the balance of the
Purchase Price in the amount of such credit balance or (ii) to Seller, Purchaser
shall pay the  amount  thereof  to Seller at the  Closing  by wire  transfer  of
immediately  available funds to the account or accounts designated by Seller for
the balance of the Purchase Price.

      (e) The  obligations of the parties under this Article 6 shall survive the
Closing.


                                                                              14
<PAGE>

      7. Violations.

      Purchaser has had an opportunity to order a violations search with respect
to the Premises.  Purchaser  agrees that Purchaser  shall close title and accept
delivery of the Deeds  subject to any and all notes or notices of  violations of
law or municipal  ordinances,  order or  requirements  noted in or issued by any
governmental  authority having jurisdiction,  against or affecting the Premises,
without regard to the extent or the date of any such notes or notices; provided,
however,  that Seller shall pay (or caused to be  dismissed)  at or prior to the
Closing any and all fines and penalties  relating to such violations arising and
noted of record  prior to March 29,  2000,  except  for the fines and  penalties
relating to violations  created by Space Tenants,  which are the  obligations of
such Space Tenants under their  respective  Space Leases.  Without  limiting the
generality of the foregoing,  Purchaser  acknowledges  that Seller shall have no
liability  with  respect  to any  violations  of Local Law 11 which may be noted
against the Premises prior to or after the Closing,  and Purchaser  shall accept
title to the Properties  subject to the obligation to perform at its own expense
whatever work may be required to bring each of the  Properties  into  compliance
with Local Law 11.

      8. Pending Tax Proceedings.

      (a)  Seller  shall  not  withdraw,  settle  or  otherwise  compromise  any
proceedings,  if any,  then pending to review the real estate tax  assessment of
either of the Properties  applicable to the fiscal tax year in which the Closing
occurs or which  directly  affects such tax year or subsequent tax years without
the consent of Purchaser,  which


                                                                              15
<PAGE>

consent  shall not be  unreasonably  withheld  or  delayed.  In the  event  such
proceedings  undertaken  by Seller  result in a refund of any real estate  taxes
paid by the  Seller in  respect  of such  fiscal  tax year,  such  refund,  less
expenses,  including without  limitation  reasonable  attorneys' and appraisers'
fees (which fees shall be paid to Seller from the refund  proceeds  prior to any
apportionment),  shall be apportioned between Seller and Purchaser as of July 1,
2000, and the corresponding amount shall be paid over by the party receiving the
same to the other promptly upon receipt thereof.

      (b)  Purchaser  shall not  withdraw,  settle or otherwise  compromise  any
proceedings,  if any, to review the real estate tax  assessment of either of the
Properties  applicable  to the  fiscal tax year in which the  Closing  occurs or
which  directly  affects such tax year or prior tax years without the consent of
Seller,  which consent  shall not be  unreasonably  withheld or delayed.  In the
event such  proceedings  undertaken by Purchaser  result in a refund of any real
estate  taxes paid by Seller in  respect of such  fiscal tax year or (in lieu of
such a refund) a credit  against  future real estate taxes payable by Purchaser,
such refund or credit,  less expenses,  including without limitation  reasonable
attorneys' and appraisers'  fees (which fees shall be paid to Purchaser from the
refund proceeds prior to any apportionment), shall be apportioned between Seller
and Purchaser as of July 1, 2000 and the corresponding amount shall be paid over
by the party  receiving same to the other  promptly upon receipt  thereof in the
case of a refund or upon the  granting  of a credit  against  future real estate
taxes in the case of such a credit in lieu of a refund.


                                                                              16
<PAGE>

      (c) If any refund of real property taxes shall, under the applicable Space
Leases,  require a  portion  of such  refund  to be paid to the  Space  Tenants,
Purchaser to the extent Purchaser  receives such refund shall be responsible and
liable for refunding  such taxes to the Space  Tenants,  and shall pay to Seller
the net amount of such refund applicable to the period prior to the Closing.

      (d) If,  as a result of any  proceedings  to review  the real  estate  tax
assessment  of  either  of the  Properties,  the  "base  tax  year" on which tax
escalation rent is charged to any Space Tenants, if applicable,  is reduced such
that additional tax escalation rent is owed by the Space Tenant(s),  then Seller
shall be  entitled  to  receive  all  amounts  as  additional  real  estate  tax
escalation  rent paid by such Space  Tenants with respect to the period prior to
the Closing and Purchaser  shall be entitled to receive all amounts paid by such
Space Tenants with respect to the period following the Closing.

      (e) Seller and  Purchaser  agree to act in good  faith and  diligently  to
resolve any dispute arising under paragraphs (a)-(c) of this Article 8, so as to
fairly allocate the impact of any such withdrawal, settlement or compromise.

      (f) The provisions of this Article 8 shall survive the Closing.

      9. "As-Is".

      Purchaser represents to Seller that (a) Purchaser has examined, inspected,
and investigated to the full satisfaction of Purchaser,  the physical nature and
condition of each of the Properties,  (b) neither Seller nor any agent, officer,
employee,  or  representative of Seller has made any  representation  whatsoever
regarding the subject  matter of this


                                                                              17
<PAGE>

Contract or any part thereof,  including (without limiting the generality of the
foregoing)  representations  as to  the  physical  nature  or  condition  of the
Premises,  or the Space  Leases,  or  operating  expenses  or  carrying  charges
affecting the Premises,  except as expressly set forth in this Contract, and (c)
Purchaser, in executing,  delivering and performing this Contract, does not rely
upon any statement,  information or  representation  to whomsoever made or given
whether to Purchaser or others, and whether directly or indirectly,  verbally or
in  writing,  made by any  person,  firm or  corporation  except  expressly  and
specifically as set forth herein.  Seller is not liable for, or in any way bound
by, any verbal or written  agreements,  representations,  real  estate  brokers'
"set-ups" or for  information  pertaining to the Premises  furnished by any real
estate broker,  agent,  employees,  servant or other person, unless the same are
expressly and  specifically  set forth in this  Contract.  Without  limiting the
foregoing,  but in addition thereto,  Purchaser shall take the Premises in their
"AS-IS"  condition,   subject  to  such  reasonable  use,  wear,  tear,  natural
deterioration  and damage and  destruction  as may occur between the date hereof
and the Closing  subject to Article 12 hereof,  and subject to the Violations as
provided in Article 7 hereof.  Seller shall not be  responsible  for any latent,
patent or other  defect or change in the  condition  of the Premises or personal
property,  including  without  limitation  the presence of asbestos,  chlordane,
radon, PCB's urea formaldehyde,  gasoline or diesel fuel or any other chemicals,
substances  or  materials  whether  or not  such  condition  may  cause  or pose
hazardous health conditions or in any way diminish the value of the Premises.


                                                                              18
<PAGE>

      10. Security Deposits.

      Space Tenants'  securities  deposited under Space Leases, and any interest
or other  earnings  accrued  thereon (less any portion of such interest or other
earnings representing an administrative fee to which Seller, as landlord,  shall
be  entitled  pursuant  to the  applicable  Space  Lease  and  applicable  law),
including  without  limitation  any  letters  of credit  or any  other  non-cash
security (collectively, the "Security Deposits"), shall be turned over by Seller
to Purchaser at the Closing,  with Seller and Purchaser  paying  equally for all
costs of transfer of any Security  Deposits in the form of letters of credit. In
the event that the Security Deposits in the form of a letter of credit cannot be
transferred  at the  Closing,  Seller  agrees to  cooperate  with  Purchaser  in
implementing  such  transfer  after the Closing  and, if it cannot be  achieved,
Seller will  cooperate and assist  Purchaser in presenting  same for payment and
shall deliver the proceeds  thereof to Purchaser;  it being agreed that Seller's
obligations  as set forth in this sentence  shall survive the Closing;  it being
further  agreed,  however,  that Seller shall have no liability  whatsoever with
respect to the failure of any issuing  bank to honor or transfer any such letter
of credit. It is further agreed that nothing herein contained shall be deemed to
prevent Seller from applying security prior to the Closing in order to liquidate
any claim  under any Space  Lease or to  compromise,  adjust or settle any claim
against any Space Tenant by the  application  of such  security,  provided  that
Seller so notifies Purchaser and such compromise, adjustment or settlement shall
not affect the Space  Tenant's  liability for rent or additional  rent after the
Closing.


                                                                              19
<PAGE>

      11. Broker.

      (a) Purchaser represents to Seller that no broker, finder or other person,
other than  Helmsley-Spear,  Inc.  ("Helmsley-Spear")  and Eastern  Consolidated
("Eastern") brought about this transaction.  Seller shall be responsible for any
commission or other  compensation due to  Helmsley-Spear in connection with this
transaction,  and Purchaser  shall be  responsible  for any  commission of other
compensation due to Eastern in connection with this transaction. Purchaser shall
indemnify and hold Seller free and harmless from and against any damages,  costs
or  expenses  (including,  but not limited to,  reasonable  attorneys'  fees and
disbursements)  suffered by Seller arising from a claim by any broker or finder,
other than  Helmsley-Spear,  that such broker or finder has dealt with Purchaser
in connection with this transaction. Seller shall, after receipt of knowledge of
any such claim,  notify  Purchaser of such claim,  and Purchaser  shall have the
right to defend  such claim by counsel of its choice and at the sole  expense of
Purchaser.

      (b) Seller represents to Purchaser that no broker, finder or other person,
other than  Helmsley-Spear  and Eastern brought about this  transaction.  Seller
shall  indemnify  and hold  Purchaser  free and  harmless  from and  against any
damages, costs or expenses (including, but not limited to, reasonable attorneys'
fees and disbursements) suffered by Purchaser arising from a claim by any broker
or finder other than  Eastern,  that such broker or finder has dealt with Seller
in connection with this transaction other than a claim covered by the provisions
of Section 11(a) above.  Purchaser shall, after receipt of


                                                                              20
<PAGE>

knowledge of any such claim,  notify Seller of such claim, and Seller shall have
the right to defend such claim by counsel of its choice and at the sole  expense
of Seller.

      (c)  The   provisions  of  this  Article  shall  survive  the  Closing  or
termination of this Contract.

      12. Risk of Loss.

      (a)  Condemnation.  If,  between  the date  hereof  and the  Closing,  any
condemnation  or eminent domain  proceedings are initiated which would result in
the taking of all or any material  portion of the Property,  then  Purchaser may
elect to terminate  this  Contract by giving  written  notice of its election to
Seller  within  fifteen  (15) days after  receiving  notice of such  prospective
taking.  For  purposes  of  this  Contract  a  condemnation  or  eminent  domain
proceeding has been "initiated" if Seller has received a written notice from the
applicable  governmental authority that all or any portion of the Property is to
be taken.  If  Purchaser  shall so elect to  terminate  this  Contract  then (i)
Purchaser  shall be entitled to the return of the  Deposit  (and the  Additional
Deposit,  if applicable) and the Promissory Note (and the Additional  Promissory
Note,  if  applicable),  and (ii)  neither  party  hereto shall have any further
obligations or  liabilities  to the other under this Contract,  except for those
which expressly survive the termination of this Contract.  If Purchaser does not
elect to terminate this  Contract,  then the parties hereto shall proceed to the
Closing without  reduction of or offset against the Purchase Price and Purchaser
shall have no other claim against Seller.  In such event, all of Seller's right,
title and  interest  in and to any  condemnation  proceeds  paid or  payable  in
connection  therewith


                                                                              21
<PAGE>

shall be assigned to  Purchaser.  For the  purposes of this  section,  "material
portion" shall mean any taking that takes (1) more than fifteen percent (15%) of
the net rentable area of the Premises or (2) the lobby area in the Premises. If,
between the date hereof and the  Closing,  any  condemnation  or eminent  domain
proceedings  are  initiated  which  would  result  in the  taking of less than a
material  portion  of the  Property,  then  neither  Seller  nor  Purchaser  may
terminate  this Contract and the parties  shall  proceed to the Closing  without
reduction of or offset  against the Purchase  Price and Purchaser  shall have no
other claim against  Seller.  In such event,  all of Seller's  right,  title and
interest  in and to any  condemnation  proceeds  paid or payable  in  connection
therewith shall be assigned to Purchaser.

      (b)  Destruction  or Damage.  In the event that  either of the  Properties
shall be damaged or destroyed by fire or any other casualty  ("Casualty")  prior
to the Closing,  Seller shall give Purchaser written notice of such event, which
notice shall include a  description  of the Casualty in  reasonable  detail,  an
estimate of the cost of repair or  restoration  thereof and a description of any
effect thereof upon any existing  Space Leases.  In the event the Premises shall
suffer a Casualty less than  "substantial  destruction",  as defined below, this
Contract  shall remain in full force and effect and on the Closing  Seller shall
transfer  and/or assign to Purchaser  any and all monies and claims  (including,
without  limitation,  Purchaser's share of any monies and claims relating to the
value of lost  rentals)  received  by or  accrued  to Seller on  account of such
Casualty,  less such sums,  if any, as shall have been  expended by Seller (with
Purchaser's consent,


                                                                              22
<PAGE>

except in cases of repairs to correct imminently  dangerous conditions for which
no consent shall be required) in connection  with the repair or  restoration  of
such Casualty, and there shall be credited towards the Purchase Price the amount
of any deductible  under the insurance  policy  covering such  Casualty.  In the
event of substantial  destruction of either of the  Properties,  Purchaser shall
have the option,  exercisable by written notice to Seller not later than fifteen
(15) days after the later of (y) the giving of Seller's notice required pursuant
to the first sentence of this  subparagraph (i), or (z) the determination of the
cost to repair or restore  pursuant to the last  sentence  of this  subparagraph
(i), to cancel this  Contract.  If Purchaser so elects to cancel this  Contract,
the Deposit (and the Additional  Deposit, if applicable) and the Promissory Note
(and the Additional  Promissory Note, if applicable)  shall be promptly returned
to Purchaser  and this  Contract  shall be deemed  cancelled and of no force and
effect and neither party shall have any further rights or liabilities against or
to the other.  If  Purchaser  does not so elect to cancel  this  Contract,  this
Contract  shall remain in full force and effect and on the Closing  Seller shall
transfer  and/or assign to Purchaser  any and all monies and claims  (including,
without  limitation,  Purchaser's share of any monies and claims relating to the
value of lost  rentals)  received  by or  accrued  to Seller on  account of such
substantial  destruction,  less such sums, if any, that shall have been expended
by Seller  (with  Purchaser's  consent,  except in cases of  repairs  to correct
imminently  dangerous  conditions  for which no consent  shall be  required)  in
connection  with the repair or restoration of such Casualty,  and there shall be
credited  towards  the  Purchase  Price the amount of any  deductible  under


                                                                              23
<PAGE>

the  insurance  policy  covering  such  Casualty.   As  used  herein,  the  term
"substantial  destruction"  shall mean a Casualty which shall require repairs to
or  restoration  of the Premises,  the estimated  cost of which shall exceed Six
Million  and 00/100  ($6,000,000.00)  Dollars.  In case of any dispute as to the
estimated cost of repairs to or restoration of any Casualty,  such dispute shall
be  determined  by a reputable,  independent  contractor  selected by Seller and
approved by  Purchaser  (which  approval  Purchaser  agrees not to  unreasonably
withhold or delay) whose  estimate of such cost shall be  incorporated  in a bid
irrevocable  for a period of thirty  (30) days and shall be binding  upon Seller
and  Purchaser  and the  Closing  date  shall be  adjourned  until  such cost is
determined.

            (ii) In the event of an uninsured casualty,  Seller hereby agrees to
expend up to, but not more than,  $500,000 in the aggregate,  in order to repair
such  casualty or grant  Purchaser a credit  against the  Purchase  Price in the
amount of the actual  cost to cure or satisfy  the same,  but in no event  shall
such credit be greater  than  $500,000.  In the event that the cost to repair an
uninsured  casualty  exceeds the maximum amount to be expended and Seller elects
not to expend or give  Purchaser a credit for more than such  maximum  amount to
repair the same,  Seller shall give  Purchaser  notice of its election,  and, in
such event  Purchaser shall have the right to (i) cancel this Contract (in which
event the  provisions  of Section  26(b)(ii)  shall apply),  by sending  written
notice to the  Seller  that it elects to cancel  the  Contract  on or before the
fifth (5th) day after the Purchaser has received  notice that the cost to repair
such uninsured  casualty will exceed $500,000 and that Seller


                                                                              24
<PAGE>

has elected not to expend such  additional  amount  necessary  to repair or (ii)
close title to the  Premises  with a credit  against the  Purchase  Price in the
aggregate amount required to repair such uninsured  casualty,  but not to exceed
the sum of the  aggregate  maximum  amount  to be  expended  so to  repair  such
uninsured  casualty as set forth  above.  If Seller  shall be obligated or shall
elect to repair such uninsured  casualty pursuant to this Section 12(b),  Seller
shall be entitled to adjourn the Closing for up to sixty (60) days to effectuate
such cure.

            (iii)  Without  limiting the  generality  of the  provisions of this
Article,  in the event  there  shall be a  Casualty,  and this  Contract  is not
cancelled by either  Seller or Purchaser in  accordance  with the  provisions of
this Article,  as the case may be, and as a result of which Casualty,  insurance
proceeds  have  been  paid or are  payable  with  respect  to the  value of lost
rentals, then in such event, said insurance proceeds shall be apportioned as and
when  collected as of the Closing and Seller  shall  transfer  and/or  assign to
Purchaser  at the Closing  the right to receive  the  portion of such  insurance
proceeds, if any, to which Purchaser is entitled pursuant to such apportionment.

      (c) The  provisions of this Article  supersede  the  provisions of Section
5-1311 of the General Obligations Law of the State of New York.

      (d) From the date  hereof  until the  Closing,  Seller  shall  continue to
carry,  and shall keep in full force and effect,  casualty  insurance and rental
insurance  each in an amount not less than,  with a deductible not greater than,
and  affording  substantially  the same  coverage  as, the  casualty  and rental
insurance  policies  covering the Properties as of the date hereof and as listed
on  Schedules  F-1 and F-2  attached  hereto,  to the extent


                                                                              25
<PAGE>

such policies are reasonably  obtainable from commercial sources at commercially
reasonable rates. If such policies are not obtainable at commercially reasonable
rates,  Seller will give notice to  Purchaser  and use  commercially  reasonable
efforts to obtain as similar insurance coverage as possible in the circumstances
to the coverage shown on Schedules F-1 and F-2.

      13. Status of Title.

      Seller shall give,  and Purchaser  shall  accept,  fee simple title to the
Premises  subject only to (a) the Permitted  Exceptions as provided in Article 3
of this Contract,  (b) the usual stipulations and conditions  contained in, plus
the standard printed exclusions from coverage contained in, the standard form of
insuring agreement  employed by Chicago Title Insurance Company,  First American
Title Insurance  Company and/or such other national title companies as Purchaser
shall elect to issue title insurance (collectively, the "Title Company") and (c)
such  other  exceptions  as such  Title  Company  shall  be  willing  to omit as
exceptions  to  coverage or insure  against  collection  out of, or  enforcement
against, the Premises.

      14. Closing.

      (a)  Subject to  Purchaser's  right to  postpone  or  adjourn  the date of
Closing,  the Closing of title (the "Closing")  shall take place on the later of
(i) the date which is sixteen  (16) days after the date upon which  Seller shall
have provided to Purchaser  evidence of receipt of Tenant Estoppel  Certificates
in the form and covering  the minimum  amount of leased space under Space Leases
set forth in  Section  27(a)(xiv)  hereof  and


                                                                              26
<PAGE>

Seller's  commitment  to  deliver  Seller's  Substitute  Estoppel   Certificates
required to meet the requirements for Closing set forth in Section 27(a)(xiv) or
(ii) May 4, 2000,  at the offices of Stadtmauer  Bailkin LLP,  attorneys for the
Seller, 850 Third Avenue, New York, New York 10022 or, if required by Purchaser,
at the offices of the attorneys of the  Purchaser's  lender  located  within the
City of New  York,  at 10:00  o'clock  in the  forenoon  on that the  applicable
Closing date, TIME BEING OF THE ESSENCE with respect to said applicable  Closing
date, as to Purchaser only.

      (b)  Notwithstanding  the  foregoing,  Purchaser  shall  have the right to
postpone  the date of Closing for a period of up to fourteen  (14) days,  on the
condition  that  Purchaser  delivers the  Additional  Deposit and the Additional
Promissory  Note to the  Escrow  Agent not less than three (3) days prior to the
then  scheduled  Closing  date,  TIME BEING OF THE ESSENCE  with  respect to the
delivery of the Additional Deposit and the Additional  Promissory Note; it being
expressly  understood by Purchaser that failure to timely deliver the Additional
Deposit  and the  Additional  Promissory  Note shall be deemed to be a waiver of
Purchaser's right to adjourn the Closing beyond the then scheduled Closing date.
In the event of such adjournment,  TIME SHALL BE OF THE ESSENCE, as to Purchaser
only, with respect to the adjourned date of Closing.

      (c) On the day which is two (2) business days prior to the applicable date
of Closing,  the parties  hereto shall meet at the  aforesaid  location at 10:00
a.m. for a pre-closing (the  "Pre-Closing")  to (i) examine and approve,  to the
extent  practicable,  all of the documents  required to be delivered  under this
Contract by each of the


                                                                              27
<PAGE>

parties hereto, (ii) agree, to the extent  practicable,  upon the apportionments
pursuant to Section 6, and (iii)  settle such other  matters as are  customarily
determined in advance of Closing.

      15. Notices.

      All notices hereunder by either party to the other shall be in writing and
shall be served by personal  delivery,  sent by  registered  or certified  mail,
return receipt requested, or by overnight courier providing receipt of delivery,
and  shall be  addressed  to  Seller  at the  address  given  for  Seller at the
beginning of this Contract to the attention of Mr. Irving Schneider, with a copy
of each such notice to Seller to be  concurrently  delivered  in the same manner
to:

          Stadtmauer Bailkin LLP
          850 Third Avenue, 19th Floor
          New York, NY 10022
          Attention:  Marshall J. Cohen, Esq.

and shall be addressed to  Purchaser at the address  given for  Purchaser at the
beginning of this Contract to the attention of Charles Lindwall,  with a copy of
each such notice to  Purchaser to be  concurrently  delivered in the same manner
to:

          Mayer Brown & Platt
          1675 Broadway
          New York, NY 10019
          Attention:  Robert Bressman, Esq.

      Notices shall be deemed served and received  three (3) days after the date
of registration  with the postal  authorities if sent by registered  mail, three
(3) days  after the date of mailing if sent by  certified  mail,  or one (1) day
after  sending by overnight  courier


                                                                              28
<PAGE>

or on the date of delivery if the overnight courier is instructed to deliver the
notice  more  than one day  after  the  notice  is  placed  in the  hands of the
overnight  courier.  Notices on behalf of the respective parties may be given by
their  attorneys  and such  notices  shall  have the same  effect  as if in fact
subscribed  by the party on whose  behalf it is given.  Notices may be served by
personal delivery, if a signed receipt of delivery shall be obtained,  and shall
be deemed served and received on the date  indicated on such receipt of delivery
if delivered prior to 6:00 p.m., and on the next business day if delivered after
6:00 p.m.

      16. Franchise Taxes.

      Unpaid  franchise taxes,  dissolution  taxes or any other similar taxes so
levied,  of any  corporation  in the chain of title shall not be an objection to
title so long as the Title Company insures against  collection of any such taxes
out of or enforcement against the Premises.

      17. Title Report.

      Purchaser  has ordered and received  updated title reports and surveys for
each of the Properties from the Title Company. Purchaser shall from time to time
promptly,  after  obtaining  knowledge  thereof,  notify  Seller of any defects,
encumbrances,  encroachments  or other  objections to title not herein expressly
consented to by Purchaser or permitted hereunder.

      18. Seller's Limit of Liability.

      (a) If on the date set for the  Closing in  Article  14 hereof,  it should
appear that  either of the  Properties  is affected by any lien or  encumbrance,
outstanding  interest or


                                                                              29
<PAGE>

question of title not a Permitted Exception, Seller's only obligation to satisfy
the same shall be as follows:  (i) with respect to mortgages and any other liens
created by Seller by its voluntary acts,  Seller shall be obligated to expend up
to the  Purchase  Price in  order to cure or  satisfy  such  mortgages  and such
voluntary  liens  (other  than  mechanic's   liens)  created  by  Seller's  acts
("Voluntary  Objections"),  (ii) with  respect to  mechanic  liens  (other  than
mechanic's  liens  arising  from the acts of any Space Tenant as to which Seller
shall have no obligation and shall not be the basis of a title  objection on the
part of the Purchaser), Seller shall comply with the provisions of Section 18(b)
below,  and  (iii)  with  respect  to (A)  judgments  and (B) all  other  liens,
encumbrances,  outstanding  interests or questions of title which can be removed
solely by the payment of a  liquidated  sum, but have not been created by Seller
by its  voluntary  acts  ("Non-Voluntary  Objections"),  Seller  shall  use  all
reasonable  efforts to cause the Title Company to either omit such Non-Voluntary
Objection(s) or insure against  collection  against the Properties on account of
such  Non-Voluntary  Objection(s)  and, in connection  therewith,  Seller hereby
agrees to expend up to, but not more than,  $500,000 in the aggregate,  in order
to cure or satisfy  the  Non-Voluntary  Objections  or grant  Purchaser a credit
against the  Purchase  Price in the amount of the actual cost to cure or satisfy
the same,  but in no event shall such credit be greater  than  $500,000.  In the
event  that the cost to cure or satisfy  Non-Voluntary  Objections  exceeds  the
maximum  amount to be expended and Seller elects not to expend or give Purchaser
a credit for more than such maximum  amount to cure or satisfy the same,  Seller
shall give Purchaser notice of its election,  and, in such event Purchaser shall
have the right to (i) cancel this  Contract  (in


                                                                              30
<PAGE>

which event the provisions of Section 26(b)(ii) shall apply), by sending written
notice to the  Seller  that it elects to cancel  the  Contract  on or before the
fifth (5th) day after the Purchaser has received notice that the cost to satisfy
or cure the  Non-Voluntary  Objections  will exceed $500,000 and that Seller has
elected not to expend such  additional  amount  necessary to obtain such cure or
(ii) close title to the Premises with a credit against the Purchase Price in the
aggregate amount required to cure or satisfy such Non-Voluntary Objections,  but
not to exceed the sum of the aggregate  maximum amount to be expended so to cure
or satisfy such Non-Voluntary  Objections as set forth above. If Seller shall be
obligated or shall elect to cure any Title  Objections  pursuant to this Section
18(a), Seller shall be entitled to adjourn the Closing for up to sixty (60) days
to effectuate such cure.

      (b)  Notwithstanding  anything to the contrary  contained in Section 18(a)
hereof:  Seller shall be deemed to have satisfied its obligations  hereunder and
Purchaser  shall have no right to raise any Title  Objections  or  otherwise  be
excused  from its  obligations  to close  title to the  Premises,  if the  Title
Company shall omit such Voluntary or  Non-Voluntary  Objections as exceptions to
coverage  or insure  against  collection  out of, or  enforcement  against,  the
Premises on account of any such Title Objections. With respect to any mechanics'
liens which may constitute a Title Objection as of the Closing date, Seller will
provide such customary and reasonable affidavits and indemnities so as to induce
the Title Company to insure against  collection of such mechanics'  liens out of
the Premises.


                                                                              31
<PAGE>

      (c) If Seller  elects to adjourn the  Closing as provided in this  Article
18,  this  Contract  shall  remain  in  effect  for the  period  or  periods  of
adjournment, in accordance with its terms.

      (d) Except as expressly  provided in Section 18(a) or Section 18(b) above,
nothing  contained in this Article 18 shall be deemed to require  Seller to take
or begin any action or  proceeding or any other steps to remove any defect in or
objection to title or to expend any moneys  therefor,  nor shall  Purchaser have
any right of action against Seller therefor, at law or in equity, for damages or
specific performance; however, Purchaser, if request is made within a reasonable
time prior to the  Closing,  agrees to provide  at  Closing  separate  certified
checks as  requested,  aggregating  the amount of the  balance  of the  Purchase
Price, to facilitate the payment of any sums which Seller may elect to expend to
clear title defects, if any.

      (e) Notwithstanding the foregoing provisions of this Article 18, Purchaser
may at any time  accept  such title as Seller can  convey,  notwithstanding  the
existence  of any  title  defect  not  provided  for in this  Contract,  without
reduction of the Purchase Price or any credit or allowance on account thereof or
any claim  against  Seller,  except as  provided  in Section  18(a)  above.  The
acceptance of the Deeds shall be deemed to be full performance of, and discharge
of, every  agreement and obligation on Seller's part to be performed  under this
Contract,  except for those  which this  Contract  specifically  provides  shall
survive the Closing.

      19. Vendee's Lien.


                                                                              32
<PAGE>

      (a) In case of default by Seller, the Deposit (and the Additional Deposit,
if  applicable)  then  being  held by  Escrow  Agent  and the "net cost of title
examination"  are hereby made liens upon the  Premises  but such liens shall not
continue after  termination  of this Contract by reason of Purchaser's  default.
The term  "net  cost of title  examination"  is  defined  for  purposes  of this
Contract as the expense  actually  incurred by Purchaser for title  examination,
without  issuance of policy,  plus the cost,  if any,  incurred by  Purchaser in
updating any survey referred to in Schedules B-1 and B-2.

      (b) If for any reason whatsoever Seller shall be unable to convey title to
both of the  Properties  subject  to and in  accordance  with the  terms of this
Contract,  including without limitation  Seller's obligation under Section 18(a)
above,  and  Purchaser  elects not to accept the title to both  Properties  that
Seller can convey,  then the sole  obligation  of Seller  shall be to refund the
Deposit (and the Additional Deposit, if applicable) and to return the Promissory
Note (and the  Additional  Promissory  Note, if  applicable)  then being held by
Escrow Agent and to reimburse  Purchaser for the net cost of title  examination,
and upon the making of such refund and reimbursement, this Contract shall become
void and of no further  force or effect,  neither  party  hereto  shall have any
further claim against the other by reason of this Contract and the lien, if any,
of Purchaser against the Properties, individually and collectively, shall wholly
cease; it being understood and agreed that Purchaser has hereby obligated itself
to purchase  both of the  Properties  and shall not have the right to buy one of
the Properties without purchasing the other, whatever the reason for Purchaser's
failure to buy one of the Properties.


                                                                              33
<PAGE>

      20. Discharge of Encumbrances.

      The amount of any unpaid taxes, assessments, water charges and sewer rents
which Seller is obligated to pay and discharge,  with the interest and penalties
thereon to a date not less than two (2) business days after the date of Closing,
may at the option of Seller be allowed to  Purchaser  out of the  balance of the
Purchase Price,  provided  official bills therefor,  with interest and penalties
thereon computed to said date are furnished by Seller at the Closing.  If on the
date of  Closing  there  are any other  liens or  encumbrances  which  Seller is
obligated  to pay and  discharge,  Seller may use (but shall not be obligated to
use,  unless  otherwise  provided  herein)  any  portion  of the  balance of the
Purchase Price to satisfy the same,  provided  Seller shall deliver to Purchaser
at the Closing  instruments  in recordable  form and  sufficient to satisfy such
liens and encumbrances of record,  together with the cost of recording or filing
said instruments.  Purchaser,  if request is made within a reasonable time prior
to the Closing,  agrees to provide at the Closing  separate  certified checks as
requested to facilitate the satisfaction of any such liens or encumbrances.  The
existence of any such taxes, assessments,  water charges or sewer rents or other
liens or  encumbrances  shall not be deemed  objections to title if Seller shall
comply  with the  foregoing  requirements.  If the Title  Company  is willing to
insure Purchaser that such taxes, assessments, water charges, sewer rents, liens
and encumbrances  will not be collected out of or enforced against the Premises,
then Seller shall have the right,  in lieu of payment and discharge,  to deposit
with the Title  Company  such  funds or  assurances  or to pay such  special  or
additional  premiums as the Title Company may require in order so to insure.  In
such  case


                                                                              34
<PAGE>

the taxes, assessments,  water charges, sewer rents, liens and encumbrances with
respect  to which  the  Title  Company  has  agreed  so to  insure  shall not be
considered objections to title.

      21. Application of Past Due Rents.

      (a) If at the  Closing  any past due base  rentals  are owing by any Space
Tenant not collected by Seller pursuant to Article 10, Purchaser agrees that the
first moneys received by Purchaser from any such Space Tenants shall be received
by Purchaser as trustee to be disbursed as follows:

            (i)  First,  to  Purchaser  and  Seller an amount  equal to the then
rental due from such Space  Tenants for the month in which the  Closing  occurs,
subject to adjustment as herein provided;

            (ii) Next,  to Purchaser all rentals due from time to time from such
Space Tenants for the period after the month in which the Closing occurs;

            (iii) Next, to Seller an amount equal to such arrears  applicable to
the month preceding the month in which the Closing occurs;

            (iv) Next,  to Seller an amount  equal to all other past due rentals
owing by such Space Tenants to Seller; and

            (v) The balance, if any, to Purchaser.

      (b) Any sums  received by Purchaser  to which Seller is entitled  shall be
held in trust for Seller on  account  of said past due Rents  payable to Seller,
and Purchaser shall remit to Seller any such sums received by Purchaser to which
Seller is entitled


                                                                              35
<PAGE>

within five (5) business  days after  receipt  thereof.  If Seller  receives any
amounts after the Closing Date which are  attributable,  in whole or in part, to
any period after the day immediately  preceding the Closing,  Seller shall remit
to  Purchaser  that  portion  of the  amounts  so  received  by  Seller to which
Purchaser  is entitled  within five (5)  business  days after  receipt  thereof.
Notwithstanding  the foregoing,  if any past due Rents are still uncollected six
(6) months  after the  Closing,  Seller  shall be  entitled  to take such steps,
including the right to file suit, as Seller in its sole and absolute  discretion
deems necessary or appropriate to collect such sums, excepting only the right to
bring any summary dispossess, eviction or similar proceeding or to terminate any
Lease or to  dispossess  any tenant still in  possession of its further right to
occupy the premises demised to it under the Lease or other occupancy  agreement.
Purchaser  agrees,  at no cost to  Purchaser,  to  cooperate  with Seller in any
manner  reasonably  requested by Seller in connection  with any such  collection
efforts. The provisions of this subsection shall survive the Closing hereunder.

      (c) If, on the day immediately preceding the Closing,  there are any Rents
that have not been billed or have not been  determined  in  accordance  with the
provisions of the Leases, or if billed,  have not been collected by Seller as of
the Closing Date, Purchaser shall (A) bill the same when billable, (B) cooperate
with  the  Seller  to  determine  the  correct  amount  of such  Rents,  and (C)
diligently  pursue and use all  reasonable  efforts to achieve the collection of
the same;  provided,  however,  Purchaser shall not be required to institute any
legal action or proceeding  or incur any costs or


                                                                              36
<PAGE>

expenses to collect  same.  Any amounts  collected  pursuant to this  subsection
21(b)(ii) shall be apportioned and distributed in accordance with the provisions
of  subsection  21(b)(i)  above.  If the final  determination  of such  Rents in
accordance  with the  Leases  shows that a net  amount is owed by  Purchaser  to
Seller,  Purchaser  shall within five (5) business  days after  receipt  thereof
remit such  amount to Seller.  Purchaser  agrees to receive  and hold any monies
received  on account of such Rents in trust for Seller and to pay same  promptly
to Seller as aforesaid.

      (d) If, at the time of  Closing,  there is accrued  but  unpaid  insurance
proceeds for loss of rents for a period  during which the Closing  occurs,  such
insurance  proceeds  for loss of rents  shall be  prorated  between  Seller  and
Purchaser as of the Closing in the same manner as provided  herein for proration
of past due rents, if, as and when received.

      22. Affidavit Regarding Judgments.

      If a  search  of the  title  discloses  judgments,  bankruptcies  or other
returns  against other  entities  having names the same as or similar to that of
Seller or any  general  partner of  Seller,  Seller  will on request  deliver to
Purchaser  and the Title  Company  at  Closing an  affidavit  showing  that such
judgments,  bankruptcies  or other returns are not against  Seller,  any general
partner  as the case may be, and  otherwise  in such form and  content  that the
Title  Company  will remove such  judgments,  bankruptcies  or other  returns as
exceptions to title or will insure  against  collection of such judgments out of
the Premises.

      23. Assignment of this Contract.


                                                                              37
<PAGE>

      This  Contract may not be assigned by Purchaser  without the prior written
consent of Seller,  except  Purchaser  shall have the right to designate  one or
more  entities  to take  title to the  Premises,  provided  that such  entity or
entities shall be "affiliated" with Purchaser;  it being understood for purposes
of this Article 23 that  "affiliated"  shall mean an entity which  controls,  is
controlled by or is under common control with, Purchaser.

      24. Escrow Provisions.

      With respect to the Deposit (and the Additional  Deposit,  if applicable),
Escrow Agent is instructed as follows:

      (a)  Upon  the  Closing,  the  Deposit  (and the  Additional  Deposit,  if
applicable) then being held shall be paid over to Seller and the Promissory Note
(and the  Additional  Promissory  Note,  if  applicable)  shall be  returned  to
Purchaser.

      (b) Prior to the  Closing or the  Closing  date set by Seller  pursuant to
Article 18, Escrow Agent shall deliver the Deposit (and the Additional  Deposit,
if applicable) and the Promissory Note (and the Additional  Promissory  Note, if
applicable) to the party(ies)  designated in a joint written directive delivered
to Escrow Agent and signed by Purchaser and Seller (a "Joint Directive") or to a
party  hereto  requesting  same in a  writing  delivered  to  Escrow  Agent  and
certifying  therein  that it is  entitled  to the  Deposit  (and the  Additional
Deposit, if applicable) pursuant to this Contract (a "Party Letter").  If Escrow
Agent  receives a Joint  Directive,  it promptly  thereafter  shall  deliver the
Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and
the Additional  Promissory  Note, if  applicable)  in accordance  with the Joint
Directive.  If the Escrow


                                                                              38
<PAGE>

Agent receives a Party Letter,  it promptly  thereafter shall send a copy of the
Party Letter to the other party hereto and will not release the Deposit (and the
Additional  Deposit,  if applicable) and the Promissory Note (and the Additional
Promissory  Note,  if  applicable)  pursuant to such Party Letter until five (5)
business  days after such  delivery  of a copy of the Party  Letter to the other
party; provided,  however, if within five (5) business days after its receipt of
a copy of the Party  Letter,  the other  party  objects in writing to the Escrow
Agent  to  such  delivery  of  the  Deposit  (and  the  Additional  Deposit,  if
applicable), the Escrow Agent will hold the Deposit (and the Additional Deposit,
if applicable) and the Promissory Note (and the Additional  Promissory  Note, if
applicable)  until it  receives a Joint  Directive  or  otherwise  deal with the
Deposit (and the Additional Deposit, if applicable) and the Promissory Note (and
the Additional Promissory Note, if applicable) in accordance with the provisions
of paragraphs (e) or (f) below.

      (c) For purposes of this Section 24, all  deliveries  must be delivered as
follows:

            (i)   Deliveries  to  Purchaser  must  be  delivered  to  Purchaser,
Attention:  Charles  Lindwall,  at the address of  Purchaser  as provided  first
above, with copies to Mayer Brown & Platt in accordance with Article 15 hereof.

            (ii)  Deliveries to Seller must be delivered to Irving  Schneider at
the address of Seller as provided first above with copies to Stadtmauer  Bailkin
LLP in accordance with Article 15 hereof.



                                                                              39
<PAGE>

            (iii) Deliveries to the Escrow Agent shall be as provided in Section
15 hereof.

      (d) Escrow Agent is hereby  instructed  by Seller and  Purchaser to invest
the escrowed cash amount initially  constituting the Deposit (and the Additional
Deposit,  if applicable) in interest  bearing  accounts at Chase Manhattan Bank.
Any interest earned on the escrowed amount when received shall similarly be held
in escrow by Escrow Agent and (i) if the Deposit (and the Additional Deposit, if
applicable)  under the terms of this  Contract is to be paid over to  Purchaser,
then such  interest  shall  similarly  be paid over to  Purchaser or (ii) if the
Deposit  (and the  Additional  Deposit,  if  applicable)  is to be paid  over to
Seller,  then such interest  shall  similarly be paid over to Seller.  The party
receiving  such  interest or the benefit of such  interest  shall pay the income
taxes thereon.  The  identification or social security numbers,  as the case may
be, of the Seller and the Purchaser are listed on Schedule G attached hereto and
made a part hereof.

      (e)  Escrow  Agent,  by signing  this  Contract  at the end  hereof  where
indicated,  signifies  its  agreement  to hold the Deposit  (and the  Additional
Deposit,  if applicable) and the Promissory Note (and the Additional  Promissory
Note, if applicable) for the purpose as provided in this Contract.  In the event
of any  dispute,  Escrow  Agent  shall have the right,  to the extent it has not
received a Joint Directive,  to deposit the Deposit (and the Additonal  Deposit,
if applicable) and the Promissory Note (and the Additional  Promissory  Note, if
applicable)  in  court to  await  the  final,  unappealable  resolution  of such


                                                                              40
<PAGE>

dispute. In any event, Escrow Agent shall not be personally liable so long as it
acts in good faith.

      (f) Escrow Agent shall not incur any  liability by reason of any action or
non-action  taken by it in good faith or pursuant to the  judgment or order of a
court of competent jurisdiction.  Escrow Agent shall have the right to rely upon
the genuineness of all  certificates,  notices and  instruments  delivered to it
pursuant hereto, and all the signatures thereto or to any other writing received
by Escrow Agent purporting to be signed by any party hereto,  and upon the truth
of the  contents  thereof.  Before  making  payment or delivery of any moneys or
documents  held by Escrow Agent  pursuant  thereto,  Escrow Agent shall have the
right to require delivery to it of an executed and acknowledged  receipt for the
subject  matter of the  delivery  to be made by him. In the event of any dispute
between  the  parties as to which  party is  entitled  to the  Deposit  (and the
Additional  Deposit,  if applicable) or the Promissory  Note (and the Additional
Promissory Note, if applicable), as the case may be, or as to any other material
fact, which in either case has been communicated in writing to the Escrow Agent,
Escrow Agent shall  refrain  from taking any further  action with respect to the
subject matter of the escrow until it receives a Joint Directive or until action
by Escrow  Agent is required  by an order or  judgment  of a court of  competent
jurisdiction.  Escrow Agent shall be entitled to consult  with other  counsel in
connection with its duties hereunder. Seller and Purchaser jointly and severally
agree to reimburse Escrow Agent for its reasonable costs and expenses, including
attorneys'  fees (either paid to retained  attorneys  or  representing  the fair
value of legal services rendered by Escrow Agent to itself) incurred


                                                                              41
<PAGE>

as a result of any dispute or litigation arising hereunder;  provided,  however,
that Escrow Agent shall not otherwise  charge any fee for acting as Escrow Agent
and carrying out its duties hereunder.

      (g)  The  parties  hereto  acknowledge  that  Stadtmauer  Bailkin  LLP has
represented  and  continues to represent  the Seller.  In the event of a dispute
between the parties  hereto  regarding the  disposition  of the Deposit (and the
Additional  Deposit,  if applicable) and the Promissory Note (and the Additional
Promissory Note, if applicable),  by litigation or otherwise,  the Seller may be
represented  by Stadtmauer  Bailkin LLP, which also serves as Escrow Agent under
this Contract.

      25. Transfer of Title.

      (a) The deeds to the Premises  (the "Deeds" and,  individually,  a "Deed")
shall in each  instance be the  equivalent  of a New York  Bargain and Sale Deed
without  Covenants in proper  statutory  short form for  recording (in the forms
attached hereto as Exhibit 3) and shall be duly executed and  acknowledged so as
to convey to Purchaser  the fee simple title to each of 245 Fifth Avenue and 261
Fifth Avenue,  except as herein stated,  and shall contain the covenant required
by subdivision 5 of Section 13 of the Lien Law.

      (b) At the Closing Seller shall deliver:

            (i) to the Title Company,  a certified or bank check to the order of
the  recording  officer of New York County in which the Deeds are to be recorded
for  the  amount  of the  documentary  stamps  to be  affixed  to the  Deeds  in
accordance  with Article 31 of the Tax Law, and a certified or bank check to the
order of the  appropriate  officer  for any


                                                                              42
<PAGE>

other tax  payable by reason of the  delivery of the Deeds (all such taxes being
the sole  responsibility  of  Seller),  and a return in  respect  of each of the
Deeds, if any be required, duly signed and sworn to by Seller.  Purchaser agrees
to sign (and swear to, if appropriate)  such returns  (reasonably  acceptable to
Purchaser) and request the Title Company to cause such check and such returns to
be delivered to the appropriate office promptly after the Closing; and

            (ii) to the Title  Company,  a certified  or bank check or checks to
the order of the  Finance  Administrator  for the  amount  of the Real  Property
Transfer   Tax  imposed  by  Title  II  of  Chapter  46,  as  amended,   of  the
Administrative  Code of the City of New York in  respect  of the  Deeds and will
also deliver to the  Purchaser  the returns in respect of the Deeds  required by
said statute and the regulations issued pursuant to the authority thereof,  duly
signed and sworn to by Seller (all such taxes being the sole  responsibility  of
Seller).  Purchaser  agrees  to sign  and  swear  to such  return(s)  reasonably
acceptable to Purchaser and to request the Title Company to cause such check and
such return to be delivered  to the City  Register  promptly  after the Closing.
Nothing herein  contained,  including  without  limitation the allocation of the
Purchase Price for transfer tax purposes,  shall imply a right of Purchaser,  or
confer a right upon Purchaser,  to acquire either of the Properties  without the
other.

      (c)  Anything  contained in  subdivision  (i) and (ii) of (b) above to the
contrary  notwithstanding,  Seller may, at its option, elect not to deliver said
checks  and,


                                                                              43
<PAGE>

instead, may direct Purchaser to deliver any or all of the said checks and allow
to  Purchaser as a credit  against the Purchase  Price the amount of said checks
delivered by Purchaser.

      (d) The provisions of Sections  25(b)(i) and (ii) hereof shall survive the
Closing.

      26. Liquidated Damages; Remedies.

      (a) If Purchaser  fails to close title in accordance with the terms hereof
on or before the  applicable  TIME OF THE  ESSENCE  Closing  date as provided in
Article 14, Seller may terminate this Contract.  Purchaser  acknowledges that if
Purchaser  shall default  under this  Contract,  Seller will suffer  substantial
adverse financial consequences as a result thereof.  Accordingly,  Seller's sole
and exclusive  remedies  against  Purchaser  shall be (i) to receive the Deposit
(and the  Additional  Deposit,  if applicable)  and the Promissory  Note and the
Additional  Promissory  Note, if  applicable)  from the Escrow Agent and (ii) to
retain the Deposit (and the Additional  Deposit,  if applicable)  and demand and
collect all amounts due under the Promissory Note (and the Additional Promissory
Note, if applicable),  as and for its liquidated  damages,  it being agreed that
Seller's  damages  will be  difficult,  if not  impossible,  to  ascertain,  and
Purchaser  and Seller  shall have no further  rights or  obligations  under this
Contract,  except those  expressly  provided  herein to survive the  termination
hereof.

      (b) In the event that Seller  defaults in its  obligations  hereunder  and
Seller is unable or unwilling  to cure such  default  within ten (10) days after
notice  to  Seller  (or  such  longer  period  as  elsewhere  provided  herein),
Purchaser's  sole and


                                                                              44
<PAGE>

exclusive  remedy shall be either (i) to seek specific  performance by Seller of
its obligations hereunder;  provided, however, that Seller shall not be required
to take any  actions  or incur any  expenses  to cure such  defaults  beyond the
express  requirements  of this Contract,  or (ii) to terminate this Contract and
upon  termination  Seller shall not have any further  liability or obligation to
Purchaser hereunder nor shall Purchaser have any further liability or obligation
to  Seller  hereunder,  except  for  such  liabilities  or  obligations  as  are
specifically stated to survive the termination of this Contract, and except that
Seller shall cause the Deposit (and the Additional  Deposit,  if applicable) and
the Promissory  Note (and the Additional  Promissory  Note, if applicable) to be
returned to Purchaser  and shall  reimburse  Purchaser for the net cost of title
examination.

      (c) It is understood and agreed that Purchaser has hereby obligated itself
to  purchase  both of the  Properties  and  shall  not have the right to buy one
without purchasing the other, whatever the reason for Purchaser's failure to buy
one of the Properties.

      27. Seller's and Purchaser's Representations.

      (a) Seller represents as of the date hereof as follows:

            (i) Seller is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of New York.

            (ii) Seller has all requisite  power and authority to enter into and
perform all of the transactions  contemplated by this Contract. This Contract is
a legal, valid and binding obligation of Seller.


                                                                              45
<PAGE>

            (iii)  Seller  has  duly  authorized  the  execution,  delivery  and
performance  of this  Contract  and  each  agreement,  document,  or  instrument
required to be executed and delivered by Seller  pursuant to this Contract.  The
execution,  delivery or  performance of this Contract or any other such document
will not violate any term of Seller's partnership agreement.

            (iv) The  execution  and delivery by Seller of this Contract and all
documents  associated therewith and the performance by Seller of its obligations
thereunder  (i) do not  constitute  a violation  of any  provisions  of law, any
order,  regulation,  or decree of any  court or  agency  of  government,  or any
indenture,  mortgage,  deed, trust  agreement,  or any other instrument to which
Seller is a party or by which it or either of the  Properties  is  subject to or
bound,  and (ii) are not in conflict with nor will they result in a breach of or
constitute  (with due  notice  and/or  lapse of time) a  default  under any such
agreement or any other instrument.

            (v) Seller has not received written notice of any pending or
threatened condemnation of all or any portion of either of the Properties.

            (vi)  Subject to the  provisions  of Section  4(b) above,  the Space
Leases  (subject to amendments  and  supplements,  which have been delivered and
initialed by Purchaser or are permitted  pursuant to Article 5 of this Contract)
constitute  all of the leases  and  agreements  relating  to the right of use or
occupancy of any portion of the Properties,  it being  acknowledged by Purchaser
that Seller makes no representation with respect to subleases, licenses or other
forms of  agreement  (oral or  written),  the rights


                                                                              46
<PAGE>

under which derive from the Space Leases or by the acts of a Space Tenant, as to
which Seller makes no representations.  To Seller's actual knowledge,  the Space
Leases which Purchaser has examined and initialed are true, correct and complete
in all material respects.

            (vii) Except as  specifically  noted  otherwise on Schedule  C-3, to
Seller's actual  knowledge,  no written notice of a material default on the part
of the tenant under any of the Space Leases has been sent by Seller,  other than
a default notice setting forth a default which, as of the date hereof,  has been
cured.  Except as  specifically  noted  otherwise  on Schedule  C-4, to Seller's
actual  knowledge,  no written  notice of a material  default on the part of the
landlord  under any of the Space Leases has been received by Seller from a Space
Tenant,  other than a default notice  setting forth a default  which,  as of the
date hereof, has been cured.

            (viii) The service,  maintenance,  supply and  management  contracts
referred to on Schedules  D-1 and D-2  (subject to  amendments  and  supplements
permitted  pursuant  to Section 5A of this  Contract,  herein  collectively  the
"Service  Contracts")  constitute all Service Contracts affecting the Properties
in  effect  on the date  hereof.  To  Seller's  actual  knowledge,  the  Service
Contracts  which  Purchaser has examined and  initialled  are true,  correct and
complete in all material respects.

            (ix) To the Seller's actual  knowledge,  Seller has not received any
written notice from any governmental  authority,  other than Violations  covered
under


                                                                              47
<PAGE>

Article 7 hereof,  to the effect that it is missing any  required  Licenses  and
Permits which, if not obtained,  would have a material  adverse effect on either
of the Properties.

            (x) Except for suits, actions,  litigation or proceedings (1) listed
on Schedule H-1 or (2) covered by insurance  covering  Seller and the Properties
(with those  exceeding  $250,000  listed on Schedule H-2) and except for routine
non-payment  proceedings,  to the best of Seller's knowledge,  there is no suit,
action,  litigation or  proceeding  pending or  threatened,  before any court or
governmental  authority  against  or  relating  to, or would  have a  materially
adverse effect upon,  either of the Properties or the transactions  contemplated
by this Contract.

            (xi) Seller has no employees  employed at the  Properties  except as
listed on Schedules E-1 and E-2 and excluding summer or vacation replacements.

            (xii) Annexed hereto as Schedules F-1 and F-2 and made a part hereof
is a list of all insurance policies presently affording coverage with respect to
the Properties and the information contained thereon is complete and accurate in
all  material  respects of the date  hereof.  The policies are in full force and
effect and Seller has received no notices denying coverage thereunder.

            (xiii) To Seller's  actual  knowledge,  the schedule of Space Tenant
work  ("Space  Tenant  Work") and leasing  commissions  ("Leasing  Commissions")
annexed  hereto  as  Schedule  I and made a part  hereof  sets  forth all of the
outstanding  Space Tenant Work to be performed and Leasing  Commissions  due and
payable or which may become  payable  after the date hereof with  respect to the
Properties.


                                                                              48
<PAGE>

            (xiv) Seller shall use commercially reasonable efforts, prior to the
scheduled  Closing Date,  to obtain  estoppel  certificates  signed by the Space
Tenants (a "Tenant Estoppel Certificate") either in the form contemplated by the
applicable  lease or substantially in the form attached hereto as Exhibit 4 from
Space Tenants under Space Leases covering in the aggregate not less than seventy
five percent  (75%) of all  currently  leased space under the Space  Leases,  it
being  understood  and agreed that (1) in the event that Seller  obtains  Tenant
Estoppel  Certificates for less than 75% of all currently leased space under the
Space Leases,  Seller may  substitute  its own estoppel  certificate  ("Seller's
Substitute  Estoppel  Certificates")  for up to twenty five percent (25%) of all
currently  leased space under the Space Leases,  (2) in no event shall Purchaser
receive Tenant Estoppel  Certificates from Space Tenants occupying less than 50%
of all currently  leased space under the Space  Leases,  (3) Seller shall not be
obligated  to incur  any  additional  cost or  expense  to obtain  any  estoppel
certificates  and (4) Seller  shall not be  obligated  or compelled to bring any
action or institute any proceeding in  furtherance  of the  foregoing;  it being
agreed  that  Seller's  liability  with  respect to any of  Seller's  Substitute
Estoppel Certificates shall survive the Closing for a period ending December 31,
2000.  Without  limiting the generality of the  foregoing,  Purchaser and Seller
agree that for purposes of determining the percentage of currently  leased space
in the Premises,  the square  footage  numbers in Schedules C-1 and C-2 shall be
deemed  to be  controlling.  If  Seller  shall  fail to obtain  and  deliver  to
Purchaser  at  Closing  Tenant  Estoppel  Certificates  or  Seller's  Substitute
Estoppel  Certificates  satisfying the  requirements  set forth in the preceding


                                                                              49
<PAGE>

sentence,  Purchaser  may, in its sole and absolute  discretion,  terminate this
Contract,  whereupon the Deposit (and the  Additional  Deposit,  if  applicable)
(together with any interest  earned  thereon) and the  Promissory  Note (and the
Additional  Promissory  Note, if applicable)  shall be returned to Purchaser and
this Contract  shall be of no further  force or effect,  and neither party shall
have any further  rights or  liabilities  against or to the other  except as may
arise under any  provision  of this  Contract  which by its terms  survives  the
termination of this Contract.

            (xv) There are no real property tax reduction  proceedings affecting
or pending with respect to the Premises, except as disclosed on Schedule J.

            (xvi) All Security  Deposits  (and the form  thereof) held by Seller
under the existing Space Leases are set forth in Schedule K hereto.

Whenever a  representation  or warranty is made in this Contract on the basis of
the "actual knowledge" of Seller,  such representation and warranty is made with
the exclusion of any facts  disclosed in the written items,  materials and other
information  regarding  the  Properties  furnished  by or on behalf of Seller to
Purchaser on or prior to the Closing date, or otherwise known to Purchaser,  and
is made  solely on the  basis of the  actual  (as  distinguished  from  implied,
imputed,  or  constructive),  current  knowledge of Irving  Schneider and Steven
Lambert,  individuals  having the principal  responsibility  for  overseeing the
operation of the Properties,  on the date on or as of which such  representation
or warranty is made, without any duty to make any inquiry or investigation


                                                                              50
<PAGE>

or to review any files or other materials,  and without attribution to Seller or
any such named  individual  of facts or matters  otherwise  within the  personal
knowledge  of any  other  officers,  employees  or agents of Seller or any third
parties,  including but not limited to tenants of the Properties or any property
manager or leasing agent for the Properties.

      (b)  Purchaser  represents  as of the  date  hereof  and as of the date of
Closing as follows:

            (i) Purchaser is a limited  partnership  duly  organized and validly
existing  under the laws of the State of California  and in good standing  under
the laws of the State of New York.

            (ii)  Purchaser has all requisite  power and authority to enter into
and perform all of the transactions contemplated by this Contract. This Contract
is a legal, valid and binding obligation of Purchaser.

            (iii)  Purchaser has duly  authorized  the  execution,  delivery and
performance  of this  Contract  and  each  agreement,  document,  or  instrument
required to be executed and  delivered by Purchaser  pursuant to this  Contract.
The  execution,  delivery  or  performance  of this  Contract  or any other such
document  will not  violate  any term of its  operating  agreement  or any other
agreement,  judicial decree, statute or regulation to which Purchaser is a party
or by which Purchaser may be bound or effected.

            (iv) The  execution  and delivery by Purchaser of this  Contract and
all  documents  associated  therewith  and the  performance  by Purchaser of its
obligations  thereunder  (i) do not  constitute a violation of any provisions of
law, any


                                                                              51
<PAGE>

order,  regulation,  or decree of any  court or  agency  of  government,  or any
indenture,  mortgage,  deed, trust  agreement,  or any other instrument to which
Purchaser  is a party or by which it or any of its  property  is  subject  to or
bound,  and (ii) are not in conflict with nor will they result in a breach of or
constitute  (with due  notice  and/or  lapse of time) a  default  under any such
agreement or any other instrument.

      (c) The representations made by Seller and Purchaser in Sections 27(a) and
(b) above shall survive the Closing for a period ending on December 31, 2000 and
any claims which Purchaser may have with respect to such  representations  shall
be made on or before December 31, 2000.

      28. Closing Documents and Closing Conditions.

      (a) Seller  and/or  Purchaser,  as the case may be,  shall,  as  indicated
below,  execute,  acknowledge  and/or  deliver at the Closing the following (the
items  listed  under  subparagraphs  (1)  through  (3) and (5)  below  being the
"Seller's  Closing  Documents" and the items listed under  subparagraphs (4) and
(5) below being the "Purchaser's Closing Documents"):

        (1) Seller shall execute, acknowledge, and deliver to Purchaser:

            (i) the Deeds in accordance with Article 25 hereof.

            (ii) a bill of sale,  it being  understood  that no  portion  of the
Purchase  Price  is being  allocated  to any  fixtures,  equipment  or  personal
property;  and it being further agreed that if any sales tax is assessed against
such fixtures,  equipment or personal  property,  Purchaser shall be responsible
for such sales tax and that  Purchaser's


                                                                              52
<PAGE>

obligations  with respect to such sales tax shall  survive the  Closing.  Seller
agrees  to  cooperate  with  Purchaser  at no cost or  liability  to  Seller  in
protesting any such sales tax.

        (2) With respect to each of the Properties, as applicable,  Seller shall
execute and deliver to Purchaser:

            (i) an Assignment of Space Leases and new Space Leases,  if any, and
the cash or other form of security being held as Security  Deposits by Seller at
the Closing,  which Assignment shall be in substantially the form marked Exhibit
5 annexed hereto and made a part hereof;

            (ii) an Assignment of Service  Contracts,  which Assignment shall be
in  substantially  the form  marked  Exhibit  6 annexed  hereto  and made a part
hereof;

            (iii) an Assignment of all Seller's right, title and interest in and
to all of the  transferable  Licenses and Permits , if any, and  warranties  and
guaranties (if  assignable),  then in effect,  and pertaining to the appropriate
Property,  which Assignment shall be in substantially  the form marked Exhibit 7
annexed hereto and made a part hereof;

            (iv) the checks and returns referred to in Article 25(b)(i) and (ii)
hereof; and

            (v) the FIRPTA affidavit provided in Article 30 hereof;

        (3) With respect to each of the Properties, as applicable,  Seller shall
deliver to Purchaser:


                                                                              53
<PAGE>

            (i)  duplicate   originals,   or  if  duplicate  originals  are  not
available, true and complete copies of all of the Space Leases then in force and
any guarantees of the  obligations of any of the Space Tenants,  which documents
shall be  delivered  at the  Closing or promptly  thereafter  by delivery of the
files which Purchaser has reviewed and initialled;

            (ii) security  deposits  (and advance  rents) under the Space Leases
and new Space Leases; and

            (iii) duplicate  originals or true and complete copies of all of the
Service  Contracts then in force and, to the extent in Seller's  possession,  of
brokerage agreements;

            (iv) to the extent  the same are in  Seller's  possession  or in its
reasonable control, a complete set of keys for the buildings on the Properties;

            (v) an updated  rent roll dated not more than thirty (30) days prior
to the Closing,  it being  understood  that the delivery of such rent roll shall
not be deemed to constitute  Seller's  representation  or  certification  of its
accuracy;

            (vi) an Internal Revenue Service Form 1099;

            (vii) All files,  books and records at the  Property  held by or for
the account of Seller,  including without limitation,  plans and specifications,
lease files,  brokerage  agreements,  keys and lease applications,  as available
(but excluding all Proprietary Material). As used herein, "Proprietary Material"
shall mean any material (A) which, in Seller's good faith opinion, constitutes a
part of Seller's unrelated business


                                                                              54
<PAGE>

operations or Seller's  financial  records,  or is subject to attorney-client or
work  product  privilege  or to  confidentiality  restrictions  in  favor of any
independent  third  party  or  imposed  by  applicable  law,  including  without
limitation  appraisals  and other  information  concerning  the valuation of the
Property,  internal  communications of Seller,  communications  with real estate
brokers or other third parties concerning the sale of the Property, and any loan
document executed in connection with any loan to Seller or Seller's  predecessor
in interest; and (B) which is not required for the operation of the Improvements
following the Closing in the reasonable judgment of Seller. All such Proprietary
Material may be retained by and kept confidential by Seller.

            (viii)  Plans and  specifications,  technical  manuals  and  similar
materials for the Building, to the extent in Seller's possession as of Closing.

            (ix) All current  certificates  of  occupancy  (or copies  thereof),
whether  permanent  or  temporary,  for  all or any  part  of the  Premises  and
assignable  permits and licenses  pertaining to the  Premises,  to the extent in
Seller's possession as of Closing.

            (x) Tenant  Estoppel  Certificates or Seller's  Substitute  Estoppel
Certificates with respect to the Space Leases to the extent required and as more
particularly  described  in Section  27(a)(xv)  hereof,  which  Tenant  Estoppel
Certificates or Seller's  Substitute  Estoppel  Certificates  shall be dated not
earlier than thirty (30) days prior to the initially scheduled Closing Date.

            (xi) Such  additional  documents,  consistent with the provisions of
this Contract,  as shall be reasonably  required to consummate  the  transaction


                                                                              55
<PAGE>

contemplated  by this Contract (at no  additional  cost or liability to Seller),
including  without  limitation  an  assignment  of Seller's  interest in any tax
certiorari  protests  or  proceedings  pending  as of the date of  Closing  with
respect to the real estate tax year, 2000-2001.

        (4) Purchaser shall execute and deliver to Seller:

            (i)  the  Assignments  of the  Space  Leases  and new  Space  Leases
(Exhibit 5);

            (ii) the Assignments of the Service Contracts (Exhibit 6); and

            (iii) the returns referred to in Article 25(b)(i) and (ii) hereof.

        (5) Seller and Purchaser  shall execute a notice to the Space Tenants of
each  Property  stating in substance  that  Purchaser  has succeeded to Seller's
interest as landlord  under the Space Leases and that the security  deposit (and
advance  rents),  if any,  under  such  Space  Tenant's  Space  Lease  has  been
transferred  to  Purchaser  (except  in the cases  contemplated  by  Article  10
hereof). Such notice shall direct the Space Tenants to make all further payments
to  Purchaser,  or its  designee,  of all sums due or to become due under  their
respective  Space  Leases,  unless the last sentence of Section  6(a)(i)  hereof
shall apply. Within five (5) days following the Closing, Purchaser shall prepare
the  notices to Space  Tenants  and shall  cause such notice to be mailed to the
Space  Tenants by certified or  registered  mail and shall  provide  Seller with
copies thereof.

      (b) The  obligation of Seller to transfer the  Properties to Purchaser and
to otherwise consummate the transaction  contemplated hereby shall be subject to
the satisfaction of the following conditions precedent on and as of the Closing:


                                                                              56
<PAGE>

            (i) All  representations  and  warranties of Purchaser  contained in
this Contract shall have been true in all material  respects when made and shall
be  true  in  all  material  respects  at  and  as of  the  Closing  as if  such
representations and warranties were made at and as of the Closing, and Purchaser
shall have  performed and complied in all material  respects with all covenants,
agreements and conditions  required by this Contract to be performed or complied
with by Purchaser prior to or at the Closing;

            (ii) Seller shall have received Purchaser's Closing Documents as set
forth under this Section; and

            (iii) Seller shall have  received  payment of the Purchase  Price in
accordance  with  Article 2 hereof  and such  other  amounts  as are due  Seller
hereunder.

      (c) The obligation of Purchaser to pay the Purchase Price, to purchase the
Properties and otherwise  consummate the transactions  contemplated hereby shall
be subject to the satisfaction of the following  conditions  precedent on and as
of the Closing:

            (i) all  representations  and warranties of Seller contained in this
Contract  shall  have  been  true in all  material  respects  when  made and the
representations  contained in the following subparagraphs of Section 27(a) shall
be  true  in  all  material  respects  at  and  as of  the  Closing  as if  such
representations  and warranties were made at and as of the Closing:  (i) through
(iv), (vi), (viii), (xi) and (xiii) (except for any Space Tenant Work or Leasing
Commissions  which  arise  on  account  of new  Space  Leases  or  Modifications
permitted hereby); it being expressly agreed by Purchaser that in the event that
any such representations shall not be true in all material respects at and as of
the


                                                                              57
<PAGE>

Closing,  then  Seller  shall have the right,  but not the  obligation,  to take
appropriate  remedial  action  for the  purpose of  eliminating  (except to a de
minimis extent) any adverse effect on the value of either of the Properties,  if
any,  that  arises  from such  representations  not being  true at and as of the
Closing in a material  respect,  hereinafter  referred to as "Remedial  Action."
Purchaser  and  Seller  agree  to  negotiate  in good  faith  to  determine  the
appropriate Remedial Action to be undertaken by Seller, it being understood that
such  Remedial  Action is only  necessary  as a  prerequisite  to Closing if the
representation which is not true is material and causes an adverse effect (other
than to a di  minimis  extent) on the value of either of the  Properties  and it
being  further  understood  that  if the  representation  which  is not  true is
immaterial, then Purchaser shall be required to close title as if such condition
precedent  to closing  had been  satisfied  by Seller.  If Seller  performs  the
Remedial  Action  agreed to by the  Purchaser  and  Seller or as  determined  by
arbitration,  then Purchaser shall be obligated to close title and the condition
precedent to Closing which gave rise to the need to take  Remedial  Action shall
be deemed  satisfied.  If Seller  declines  to perform  the  Remedial  Action as
determined  by  arbitration,  then  Seller  need not  close  title  and the sole
obligation of Seller shall be to refund the Deposit (and the Additional Deposit,
if applicable) and to return the Promissory Note (and the Additional  Promissory
Note,  if  applicable)  then  being held by the  Escrow  Agent and to  reimburse
Purchaser  for the net cost of title  examination,  and upon the  making of such
refund and  reimbursement,  this  Contract  shall  become void and of no further
force or effect,  and neither  party hereto shall have any further claim against


                                                                              58
<PAGE>

the other by reason of this Contract and the lien, if any, of Purchaser  against
the Properties;

            (ii)  Seller  shall have  performed  and  complied  in all  material
respects with all covenants, agreements and conditions required by this Contract
to be performed or complied with by Seller prior to or at the Closing;

            (iii) Purchaser shall have received  Seller's  Closing  Documents as
set forth under this Article 28;

            (iv) The  Promissory  Note (and the Additional  Promissory  Note, if
applicable) shall be returned to the Purchaser;

            (v) Purchaser  shall have received title to the Properties  pursuant
to Section 13 of this Contract;

            (vi) Neither Seller nor any of the parties  comprising  Seller shall
have  filed  a  voluntary  petition  or in  bankruptcy  or  shall  have  had  an
involuntary petition filed against it which has not been dismissed; and

      29. Further Assurances.

      The parties  hereto each agree to act in good faith,  to do such other and
further  acts and  things,  and to execute  and  deliver  such  instruments  and
documents (not creating any obligations additional to those otherwise imposed by
this Contract), and to correct such errors, omissions or mistakes made by either
party at or prior to the Closing and which may reasonably be requested from time
to time, whether at or after the Closing, in furtherance of the purposes of this
Contract,  provided  such  documents  are  customarily


                                                                              59
<PAGE>

delivered  in real  estate  transactions  in the City of New  York,  Borough  of
Manhattan  or are  otherwise  required  due  to  circumstances  involved  in the
transactions  contemplated  hereunder and do not impose any material obligations
upon any party hereunder except as set forth in this Contract. The provisions of
this Article 29 shall survive the Closing.

      30. FIRPTA.

      (a) Seller represents that it is not a "foreign  person",  as that term is
defined  for  purposes  of the  Foreign  Investment  in Real  Property  Tax Act,
Internal Revenue Code, section 1445, as amended, and the regulations promulgated
thereunder (collectively "FIRPTA").

      (b) At the closing,  Seller shall deliver an affidavit to Purchaser,  in a
form  complying  with the  provisions  of FIRPTA,  stating  that Seller is not a
foreign person for purposes of FIRPTA.

      31. Union Agreements.

      (a) Purchaser has been informed that Seller is or is obligated to become a
signatory  to the 1999  Commercial  Building  Agreement  between  Local  32B-32J
Service Employees  International Union, AFL-CIO and The Realty Advisory Board on
Labor Relations,  Inc.  (collectively,  the "Union Agreement").  On the Closing,
Purchaser  shall  assume  any and all  obligations  of  Seller  under  the Union
Agreements  accruing  from and after  Closing  and  Purchaser  hereby  agrees to
indemnify and hold harmless Seller, its constituent partners, employees, agents,
representatives and affiliates,  from any and all claims, costs, debts, damages,
fees,  wages or wage  supplements  incurred  by  Seller


                                                                              60
<PAGE>

pursuant to the Union  Agreement or otherwise in connection with the sale of the
Premises,  arising  from  Purchaser's  failure  or  refusal  either  to hire the
employees  previously  employed at the Premises or to adopt and assume the Union
Agreement.  With respect to withdrawal liability,  as the term is used under the
Multi-Employer Pension Plan Amendments Act of 1980 (the "Act"),  Purchaser shall
indemnify and hold Seller free and harmless from and against all such withdrawal
liability  whether  accruing  prior  to,  at or after  the date of  Closing.  In
addition,  Purchaser  agrees within a reasonable time following the Closing that
it shall  post a bond in an amount or place into  escrow  such sum of money with
the Building  Service 32B-J Pension (the "Fund"),  as may be required by the Act
or the Union Agreement with respect to any  obligations  accruing from and after
the Closing date.  Seller shall and does hereby agree to  indemnify,  defend and
hold Purchaser harmless from and against any and all liability, claims, actions,
damages,   judgments,   penalties,  costs  and  expenses,   including,   without
limitation,  reasonable  attorneys' fees and expenses,  accruing under the Union
Agreement  prior to the Closing Date.  Purchaser  shall and does hereby agree to
indemnify,  defend  and  hold  Seller  harmless  from  and  against  any and all
liability,  claims, actions, damages, judgments,  penalties, costs and expenses,
including, without limitation, reasonable attorneys' fees and expenses, accruing
under the Union  Agreements  on and after the  Closing  Date or arising out of a
claim that Purchaser has failed to comply with any obligations  arising from and
after the Closing date under the Union Agreements.


                                                                              61
<PAGE>

      (b) Purchaser  acknowledges  that there are no non-union  employees at the
Building and Seller  presently  employees  certain  union  members to manage and
operate the Building  (collectively,  the "Union Employees").  Schedules E-1 and
E-2 annexed hereto contain a list of such Union Employees.

      (c) The provisions of this Article 31 shall survive the Closing.

      32. Miscellaneous.

      (a) This Contract and the Schedules and Exhibits annexed hereto constitute
the entire  agreement  between  the parties  hereto with  respect to the subject
matter hereof, and all understanding and agreements heretofore or simultaneously
had between the parties  hereto are merged in and are contained in this Contract
and said Schedules and Exhibits.

      (b) No provision  of this  Contract  may be waived,  changed,  modified or
discharged  orally,  except by an agreement in writing  signed by both Purchaser
and Seller.

      (c) The  captions or Article  titles  contained  in this  Contract and the
Index are for  convenience  and reference only and shall not be deemed a part of
this context of this Contract.

      (d) This Contract  shall be governed by and  construed in accordance  with
the laws of the State of New York.

      (e) The terms "hereof,"  "herein," and  "hereunder,"  and words of similar
import,  shall be construed to refer to this Contract as a whole, and not to any
particular article or provisions, unless expressly so stated.


                                                                              62
<PAGE>

      (f) The Schedules and Exhibits annexed hereto are hereby  incorporated and
made a part of this  Agreement.  Purchaser  agrees  and  acknowledges  that  the
inclusion of any disclosure  item in any of the Schedules shall not be deemed an
admission or agreement of Seller that any such  disclosure item is "material" as
such term is used in Section 28(c)(i) hereof.

      (g) All words or terms used in this Contract,  regardless of the number or
gender in which they are used,  shall be deemed to include any other  number and
any other gender as the context may require.

      (h) This Contract  shall be binding upon and shall inure to the benefit of
each  of  the   parties   hereto   and  their   respective   heirs,   executors,
administrators, successors, and permitted assigns, if any, but nothing contained
herein shall be deemed a waiver of the provisions of Article 23 hereof, and each
party may enforce the provisions  hereof against any or all of the other parties
hereto.  None of the  provisions  of this Contract are intended to be, nor shall
they be construed to be, for the benefit of any third party.

      (i) Purchaser  covenants and agrees that in no event will Purchaser record
or  cause  to be  recorded  this  Contract  or any  memorandum  hereof  and that
Purchaser's  breach of this  provision  shall  represent a default of the nature
governed  by  Article  26 hereof  and  Seller  shall  have all of the rights and
remedies provided under Article 26 including,  without limitation, the option of
terminating this Contract and retaining the Deposit (and the Additional Deposit,
if  applicable)  and the  proceeds of the


                                                                              63
<PAGE>

Promissory  Note  (and  the  Additional   Promissory  Note,  if  applicable)  as
liquidated damages.

      (j) This Contract may be executed in  counterparts,  each  counterpart for
all purposes being deemed an original,  and all such counterparts shall together
constitute only one and the same agreement.

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

      (l) The  failure  of any party  hereto to  enforce  at any time any of the
provisions of this  Contract  shall in no way be construed as a waiver of any of
such provisions,  or the right of any party thereafter to enforce each and every
such  provision.  No waiver of any breach of this Contract shall be held to be a
waiver of any other or subsequent breach.

      (m) EACH OF THE PARTIES HEREBY  IRREVOCABLY  WAIVES, TO THE FULLEST EXTENT
PERMITTED  BY  APPLICABLE  LAW,  ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING  ARISING  OUT OF OR RELATING  TO THIS  CONTRACT  OR THE


                                                                              64
<PAGE>

TRANSACTIONS  CONTEMPLATED  HEREBY.  The  provisions of this Section 32(m) shall
survive the termination of this Contract and the Closing.

        [This page intentionally ended here; signature page to follow.]


                                                                              65
<PAGE>


IN WITNESS WHEREOF, the parties hereto have duly executed this
Contract the day and year first above written.


                               SELLER:
                               INVESTMENT PROPERTIES ASSOCIATES,
                               A LIMITED PARTNERSHIP



                               By:   /s/ Irving Schneider
                                  ----------------------------------------------
                                     Irving Schneider, General Partner



                               By:   MINLYN INC., General Partner

                                     By:   /s/ Irving Schneider
                                        ----------------------------------------
                                           Irving Schneider, President

                               By:   SCOGBELL AG, INC., General Partner

                                     By:  /s/ Irving Schneider
                                        ----------------------------------------
                                          Name:
                                          Title:

                               PURCHASER:
                               SM BRELL II, L.P.,
                                   a California limited partnership

                                   By: KBS INVESTORS II,
                                       a California general partnership,
                                       General Partner

                                   By: SCHREIBER INVESTMENTS, LLC,
                                       a California limited liability company,
                                       a General Partner

                              By:  /s/ Charles J. Schreiber, Jr.
                                 -----------------------------------------------
                                   Charles J. Schreiber, Jr., its Manager

The undersigned acknowledges receipt
of the Deposit and the Promissory Note
and agrees to act as Escrow Agent in
accordance with provisions of
this Contract:
STADTMAUER BAILKIN LLP

By: /s/ Marshall J. Cohen, Esq.
   ---------------------------------
    Marshall J. Cohen, Esq., Partner


                                                                              66