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                                                                    EXHIBIT 10.1


                           PURCHASE AND SALE AGREEMENT

             THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made by and
between Purchaser and Seller as of the Effective Date.

             In consideration of the mutual covenants and representations herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree as
follows:

                                       1.
                                   DEFINITIONS

         1.1 As used herein, the following terms shall have the meanings set
forth below in this Section 1.1:

             Additional Earnest Money shall mean Twenty-Five Thousand and 00/100
DOLLARS ($25,000.00).

             Agent shall mean Barton Simpson and Trammell Crow Company,
collectively.

             Approval Period shall mean the period commencing on the Effective
Date and ending at 5:00 p.m., Dallas, Texas time, on the earlier of (i) the 30th
day after all Inspection Materials have been delivered to Purchaser or (ii) the
45th day after the Effective Date.

             Casualty Amount shall mean $500,000.00.

             Closing shall mean the act of settlement of the purchase and sale
of the Property in accordance with this Agreement at which, among other matters,
title to the Property is conveyed from Seller to Purchaser and the Purchase
Price is paid by Purchaser to Seller.

             Closing Date shall mean thirty (30) days after the end of the
Approval Period.

             Contracts shall mean all contracts pertaining to the Property,
including, but not limited to, management contracts, service contracts,
equipment leases and maintenance contracts.

             Earnest Money shall mean the Initial Earnest Money and after
deposit of the Additional Earnest Money, the Initial Earnest Money and the
Additional Earnest Money, collectively, plus any interest earned thereon.

             Effective Date shall mean the first date the Title Company is in
receipt of both this Agreement executed by Purchaser and Seller (whether in
counterparts or not) and the Earnest Money.

             Financing Contingency Period shall mean the period commencing on
the Effective Date and ending at 5:00 p.m., Dallas, Texas time, on the 15th day
after the end of the Approval Period.


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             Improvements shall mean all improvements and related amenities in
and on the Land located at 8055 West Avenue, San Antonio, Texas, known as the
"Castle Oaks Village."

             Initial Earnest Money shall mean Twenty-Five Thousand and 00/100
DOLLARS ($25,000.00), plus any interest earned thereon.

             Inspection Materials shall mean (i) to the extent in the possession
of Seller or its property manager, copies of current evaluation notices from
local taxing authorities and building permits and certificates of occupancy
related to the Improvements; and (ii) the most current tax statements related to
the Improvements, operating statements for 1999 and 2000, copies of the
Contracts and Leases and a Rent Roll.

             Land shall mean that certain tract of land located in the City of
San Antonio, Bexar County, Texas, being more particularly described on Exhibit A
attached hereto and made a part hereof.

             Owner's Policy shall mean the Owner's Policy of Title Insurance in
the standard form in use in the State, naming Purchaser as insured, in the
amount of the Purchase Price, insuring that Purchaser owns good and indefeasible
fee simple title to the Land, Easements and other appurtenances and the
Improvements, subject only to the Permitted Encumbrances.

             Property shall have the meaning provided in Section 2.1 of this
Agreement.

             Purchase Price shall mean Three Million One Hundred Fifty Thousand
and 00/100 DOLLARS ($3,150,000.00).

             Purchaser shall mean JAMES F. COTTER, whose address for notice
under this Agreement is as follows:

                                           1800 Plaza
                                           1802 NE Loop 410, Suite 9A
                                           San Antonio, Texas 78217
                                           Tel: 210-822-2001
                                           Fax: 210-829-8415

                                           with a copy to:

                                           Law Office of Richard G. Jenkins
                                           P.O. Box 160218
                                           San Antonio, Texas 78280-2418
                                           Tel: 210-495-4455
                                           Fax: 210-495-9722

             Rent Roll shall mean a rent roll in the form regularly prepared by
the property manager of the Property describing all Leases as of the end of the
month immediately preceding the date the Rent Roll is delivered to Purchaser.

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             Seller shall mean MURRAY INCOME PROPERTIES I, LTD., a Texas limited
partnership, whose address for notice under this Agreement is as follows:

                                           Murray Income Properties
                                           5550 LBJ Freeway, Suite 675
                                           Dallas, Texas 75240
                                           Attention: Mitchell Armstrong
                                           Tel: 972-991-9085
                                           Fax: 972-991-9086

                                           with a copies to:

                                           Murray Income Properties
                                           299 S. 9th Street, Suite 204
                                           Oxford, Mississippi 38655
                                           Attention: Brent Buck
                                           Tel: 662-281-8778
                                           Fax: 662-281-8773

                                           and

                                           Locke Liddell & Sapp LLP
                                           2200 Ross Avenue, Suite 2200
                                           Dallas, Texas 75201
                                           Attention: Robert J. Banta
                                           Tel: 214-740-8509
                                           Fax: 214-740-8800

             State shall mean the State of Texas.

             Survey shall mean a current survey of the Land and Improvements
made on the ground by Baker Surveying & Engineering or other registered,
professional land surveyor mutually acceptable to Purchaser and Seller. The
Survey shall (A) contain a metes and bounds description of the Land; (B) locate
and show dimensions of all existing easements (setting forth book and page
number) alleys, streets, roads and rights-of-way; (C) show any encroachments on
or protrusions from the Land; (D) show all existing Improvements; (E) show any
portion of the Land within a flood plain; (F) contain the surveyor's
certification addressed to Seller, the Title Company, Purchaser and Purchaser's
Lender, in form reasonably acceptable to Purchaser, to the effect that the Land
has access to and from a publicly dedicated roadway as shown on the Survey, all
utility service to the Land is provided through lines located in public
easements abutting the Land, except as shown on the Survey, no part of the Land
lies within a 100-year flood plain and except as shown on the Survey, there are
no easements, setback lines, encroachments or Improvements and (G) otherwise
conform to the requirements of a Category 1A, Condition 1 Survey according to
the latest promulgated standards of the Texas Society of Professional Surveyors.


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             Title Commitment shall mean a Commitment for Owner's Policy of
Title Insurance with respect to the Property issued by the Title Company
together with legible copies of any restrictive covenants, easements and other
items listed as title exceptions in such Commitment.

             Title Company shall mean Service Title Company, whose address for
notice under this Agreement is as follows:

                                           2139 N.W. Military Drive, Suite 104
                                           San Antonio, Texas 78213
                                           Attention: Melanie Fey
                                           Tel: 210-344-8820
                                           Fax: 210-349-2586

                                       2.
                                PURCHASE AND SALE

         2.1 Purchase and Sale. Subject to the terms and conditions of this
Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser
hereby agrees to purchase from Seller, all of the Seller's assignable and
transferable right, title and interest in and to the following described
property (herein collectively called the "Property"):

                  (a) Land. The Land.

                  (b) Easements. All easements, if any, benefiting the Land or
         the Improvements, including, without limitation, the private roadway
         easement described in agreement recorded in Volume 3080, Page 1708,
         Real Property Records, Bexar County, Texas.

                  (c) Rights and Appurtenances. All rights and appurtenances
         pertaining to the Land, including any right, title and interest of
         Seller in and to adjacent streets, alleys or rights-of-way.

                  (d) Improvements. The Improvements.

                  (e) Leases. All leases, including all amendments (the
         "Leases") of space in the Improvements, concession leases and all
         tenant security and other deposits owned or held by landlord pursuant
         to the Leases and for which landlord has liability to Tenants under the
         Leases on the Closing Date.

                  (f) Tangible Personal Property. All appliances, fixtures,
         equipment, machinery, furniture, carpet, drapes and other personal
         property, if any, owned by Seller and located on or about the Land and
         the Improvements, the same being described on Exhibit G attached hereto
         and made a part hereof (the "Tangible Personal Property").

                  (g) Intangible Property. To the extent assignable without the
         consent of third parties, all intangible property (the "Intangible
         Property"), if any, owned by Seller and pertaining to the Land, the
         Improvements, or the Tangible Personal Property including, without
         limitation, transferable utility contracts, transferable telephone
         exchange



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         numbers, plans and specifications, engineering plans and studies, floor
         plans and landscape plans.

         2.2 Independent Consideration. Upon execution of this Agreement,
Purchaser has delivered to Seller, and Seller acknowledges receipt of, FIFTY AND
NO/100 DOLLARS ($50.00) (the "Independent Consideration"), as consideration for
Purchaser's right to purchase the Property and for Seller's execution, delivery
and performance of this Agreement. The Independent Consideration is in addition
to and independent of any other consideration or payment provided for in this
Agreement, is non-refundable and shall be retained by Seller notwithstanding any
other provision of this Agreement.

                                       3.
                                 PURCHASE PRICE

         3.1 Purchase Price. The Purchase Price shall be paid in cash by
Purchaser to Seller at the Closing by wire transfer in accordance with wire
transfer instructions to be provided by Seller.

                                       4.
                                  EARNEST MONEY

         4.1 Earnest Money. Purchaser shall deliver the Initial Earnest Money to
the Title Company within two (2) business days after the date a fully-executed
copy of this Agreement is delivered to the Title Company, by wire transfer in
accordance with wire transfer instructions provided by the Title Company. Seller
shall have the option of terminating this Agreement if the full amount of
Initial Earnest Money is not delivered to the Title Company as prescribed in
this Section 4.1. Purchaser agrees to promptly deliver or cause the Title
Company to deliver written acknowledgment by the Title Company that the executed
copy of this Agreement and the Initial Earnest Money have been received by and
are being held by the Title Company pursuant to the terms of this Agreement.
Unless Purchaser shall have terminated this Agreement in accordance with Section
5.1.1 or Section 5.1.4 prior to expiration of the Financing Contingency Period,
Purchaser shall, prior to the end of the Financing Contingency Period, deliver
the Additional Earnest Money to the Title Company in the form of immediately
available funds by wire transfer. If the Additional Earnest Money is not
delivered to the Title Company within the time provided in this Section 4.1,
this Agreement shall automatically terminate at the expiration of the Financing
Contingency Period, whereupon the Initial Earnest Money shall be released to
Seller, and neither Purchaser nor Seller shall have any further obligations
under this Agreement except for such obligations which by their terms expressly
survive the termination of this Agreement (the "Surviving Obligations"). The
Earnest Money shall be invested by the Title Company in an interest-bearing
account as Purchaser and Seller shall direct. If the sale of the Property is
consummated under this Agreement, the Earnest Money shall be paid to Seller and
applied to the payment of the Purchase Price at Closing. If the sale of the
Property is not consummated under this Agreement, the Earnest Money shall be
applied as provided in this Agreement. Purchaser agrees to deliver to Seller
copies of all Reports (as defined in Section 5.1.1(b) hereof) at the time the
notice to terminate this Agreement is given. The obligations to deliver the
Reports shall survive the termination of this Agreement. In no event shall any
Earnest Money be returned to Purchaser hereunder until all Reports have been
delivered to Seller.


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                                       5.
                              CONDITIONS TO CLOSING

         5.1 Seller's Obligations. Seller shall deliver the Inspection Materials
to Purchaser, at Seller's expense, within five (5) days after the Effective
Date. In addition, from and after the Effective Date, Seller shall make
available for inspection and copying by Purchaser and/or its representatives, at
Purchaser's expense, at the office of Seller's property manager, during normal
office hours and upon reasonable advance notice, the following to the extent any
of the same are in Seller's or its property manager's possession: (i) copies of
all engineering, environmental, soils and technical reports commissioned by
Seller relating to the Land or the Improvements, (ii) copies of all plans,
drawings and specifications relating to the Improvements, (iii) copies of all
licenses, permits, certificates of occupancy and other governmental entitlements
relating to use and occupancy of the Improvements, (iv) copies of operating
statements relating to the Improvements for the most recent three-year period,
(v) copies of the most recent ad-valorem tax statements relating to the Property
and (vi) copies of files maintained by Seller in the ordinary course of business
relating to Tenants.

                  5.1.1 Inspection; Purchaser's Termination Right.

                  (a) From and after the Effective Date through the Closing
         Date, subject to the limitations hereinafter provided in this Section
         5.1.1, Purchaser and its authorized agents and representatives may
         enter upon the Land and Improvements to conduct such investigations,
         studies and tests as Purchaser shall deem necessary or desirable.
         Notwithstanding the foregoing, Purchaser must obtain Seller's written
         approval of the scope and method of any environmental testing or
         investigation (other than a Phase I environmental inspection) and any
         physical or invasive testing or inspection prior to Purchaser's
         commencement of such inspection or testing. Seller's prior written
         consent for physical or invasive inspection or testing may be
         conditioned upon receipt of a detailed description of the proposed
         physical or invasive inspection or testing, a list of contractors who
         will be performing the physical or invasive inspection or testing,
         evidence of insurance satisfactory to Seller and such other information
         as Seller reasonably requires in connection with such proposed
         inspection or testing.

                  (b) All information provided by Seller to Purchaser or
         obtained by Purchaser relating to the Property in the course of
         Purchaser's review, including, without limitation, any environmental
         assessment or audit (collectively, the "Reports") shall be treated as
         confidential information by Purchaser, and Purchaser shall instruct all
         of its employees, agents, representatives and contractors as to the
         confidentiality of all such information.

                  (c) In conducting any inspections, investigations or tests of
         the Property, Purchaser and its agents and representatives shall (i)
         not unreasonably interfere with the operation and maintenance of the
         Property, (ii) not unreasonably disturb any Tenant or unreasonably
         interfere with any Tenant's use of the Property pursuant to its
         respective Lease, (iii) not damage any part of the Property or any
         personal property owned or held by any Tenant or third party, (iv) not
         injure or otherwise cause bodily harm to Seller, the property manager
         or their respective guests, agents, invitees, contractors and employees
         or any Tenant or its guests or invitees, (v) maintain comprehensive
         general liability insurance in terms and amounts reasonably acceptable
         to Seller covering any accident arising in connection with the presence
         of Purchaser, its agents and representatives on the



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         Property, and deliver a certificate of insurance verifying such
         coverage to Seller prior to entry upon the Property; (vi) promptly pay
         when due the costs of all tests, investigations and examinations done
         with regard to the Property; (vii) not permit any liens to attach to
         the Property or any part thereof by reason of the exercise of
         Purchaser's rights hereunder, (viii) fully restore the Property to the
         condition in which the same was found before any such inspection or
         tests were undertaken; (ix) not reveal or disclose any information
         obtained concerning the Property to anyone outside Purchaser's
         organization, including, without limitation, Purchaser's outside
         counsel; (x) permit Seller and its agents and representatives to be
         present during any such inspection, investigation or test; (xi) not
         contact any leasing agent or property manager of the Property without
         Seller's prior written consent, which consent shall not be unreasonably
         withheld or delayed; and (xii) not contact any Tenant or make any
         inquiry of any Tenant which in any way relates to the Property or
         Seller without Seller's prior written consent, which consent shall not
         be unreasonably withheld or delayed. Purchaser shall indemnify, defend
         and hold harmless Seller and its agents, employees, officers,
         directors, affiliates and asset managers from any liability, claim,
         damage, cost or expense incurred by any of them arising out of or
         resulting from inspections, investigations or tests of the Property
         conducted by Purchaser or its agents or representatives. The foregoing
         indemnification by Purchaser shall survive the Closing or the
         termination of this Agreement, as applicable.

                  (d) Purchaser may terminate this Agreement by written notice
         to Seller at or before the expiration of the Approval Period; and upon
         such termination, Purchaser shall be entitled to the return of the
         Earnest Money (subject to Purchaser's delivery of the Reports to
         Seller), and neither party shall have any further obligation hereunder
         except for the Surviving Obligations. If Purchaser does not terminate
         this Agreement by written notice to Seller prior to the end of the
         Approval Period, Purchaser shall be deemed to be satisfied with the
         Property and shall have waived its right of termination under this
         Section 5.1.1 (d).

                  5.1.2 Title Commitment and Survey.

                  (a) Seller shall order the Title Commitment and Survey and
         cause the same to be delivered to Purchaser as promptly as reasonably
         practicable, but not later than thirty-five (35) days after the
         Effective Date. In the event (i) the Survey shows any easement,
         right-of-way, encroachment, conflict, protrusion or other matter
         affecting the Property that is unacceptable to Purchaser, or (ii) any
         exceptions appear in the Title Commitment other than the standard
         printed exceptions set forth in the standard form of Commitment for
         Title Insurance in use in the State, that are unacceptable to
         Purchaser, Purchaser shall within ten (10) days after receipt of the
         Survey and the Title Commitment, notify Seller in writing of such facts
         and the reasons therefor ("Purchaser's Objections"). Upon the
         expiration of said ten (10) day period, except for Purchaser's
         Objections if same are timely raised, Purchaser shall be deemed to have
         accepted the form and substance of the Survey and the Title Commitment.
         Notwithstanding anything to the contrary contained herein, Seller shall
         have no obligations to take any steps or bring any action or proceeding
         or otherwise to incur any effort or expense whatsoever to eliminate or
         modify any of the Purchaser's Objections. Seller may, within five (5)
         days after receipt of written notice of Purchaser's Objections
         ("Seller's Cure Period"), deliver to Purchaser written notice
         ("Seller's Cure Notice") setting forth which of Purchaser's Objections
         Seller will


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         endeavor to cure prior to the Closing Date and which of Purchaser's
         Objections Seller cannot or does not intend to cure. If Seller has not
         given Seller's Cure Notice by the end of Seller's Cure Period, Seller
         shall be deemed to have given notice that it does not intend to cure
         any of Purchaser's Objections. If by the later of (i) the end of the
         Approval Period or (ii) the end of Seller's Cure Period, Seller has not
         cured or undertaken to cure all of Purchaser's Objections to the
         reasonable satisfaction of Purchaser, Purchaser may (as its sole and
         exclusive remedy) terminate this Agreement by delivering written notice
         thereof to Seller not later than the fifth (5th) day after the
         expiration of the Approval Period or the Seller's Cure Period,
         whichever is later. If one (1) business day prior to the Closing Date,
         Seller has not cured to the reasonable satisfaction of Purchaser all of
         Purchaser's Objections which Seller has in Seller's Cure Notice
         undertaken to cure, Purchaser may (as its sole and exclusive remedy)
         terminate this Agreement by written notice to Seller on the Closing
         Date. In the event of a termination of this Agreement by Purchaser
         under this Section 5.1.2, the Earnest Money shall be returned to
         Purchaser, and neither party shall have any further obligations
         hereunder other than the Surviving Obligations.

                  (b) The term "Permitted Encumbrances" as used herein includes:
         (i) any easement, right of way, encroachment, conflict, discrepancy,
         overlapping of improvements, protrusion, lien, encumbrance,
         restriction, condition, covenant, exception or other matter with
         respect to the Property that is reflected or addressed on the Survey or
         in the Title Commitment to which Purchaser fails to timely object
         pursuant to Section 5.1.2(a) of this Agreement; (ii) subject to
         Purchaser's termination rights provided in Section 5.1.2(a), (A) any
         Purchaser's Objection which in Seller's Cure Notice Seller has
         undertaken to cure that remains uncured, for whatever reason, at the
         Closing Date; and (B) any other of Purchaser's Objections which by the
         end of the Seller's Cure Period, Seller has failed to cure or has
         given, or is deemed to have given, notice that it cannot or does not
         intend to cure; and (iii) the rights and interests of parties claiming
         under the Leases.

                  5.1.3 Limitations of Seller's Obligations. Notwithstanding
anything contained herein to the contrary, Seller shall have no obligation to
take any steps, bring any action or proceeding or incur any effort or expense
whatsoever to eliminate, modify or cure any objection Purchaser may have
pursuant to Section 5.1.1 or Section 5.1.2.

                  5.1.4 Financing Contingency. Purchaser shall apply for and
make a good faith effort to obtain financing in an amount not greater than 75%
of the Purchase Price on terms satisfactory to Purchaser ("Purchaser's
Financing"). Purchaser may terminate this Agreement by written notice to Seller
at or before the expiration of the Financing Contingency Period if Purchaser is
unable to obtain Purchaser's Financing for the reason that Purchaser's lender is
not satisfied with the valuation or condition of the Property, such termination
notice to be accompanied by substantiation of the reason for termination. Upon
such termination, Purchaser shall cause copies of the Reports to be delivered to
Seller, the Initial Earnest Money shall be returned to Purchaser, and neither
party shall have any further obligation hereunder except for the Surviving
Obligations. Upon timely deposit of the Additional Earnest Money, Purchaser
shall be deemed satisfied with Purchaser's Financing and shall have waived its
right of termination under this Section 5.1.4.

         5.2 Purchaser's Representations and Warranties. Purchaser represents
and warrants to Seller that (a) if Purchaser is a partnership or corporation, it
is duly organized and in good


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standing under the laws of the State of its organization, is qualified to do
business in the State and has the power to enter into this Agreement and to
execute and deliver this Agreement and to perform all duties and obligations
imposed upon it hereunder, and Purchaser has obtained all necessary partnership
and corporate authorizations required in connection with the execution, delivery
and performance contemplated by this Agreement and has obtained the consent of
all entities and parties necessary to bind Purchaser to this Agreement, and (b)
neither the execution nor the delivery of this Agreement, nor the consummation
of the purchase and sale contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Agreement conflict with or will
result in the breach of any of the terms, conditions, or provisions of any
agreement or instrument to which Purchaser, or any partner or related entity or
affiliate of Purchaser, is a party or by which Purchaser, any partner or related
entity or affiliate of Purchaser, or any of Purchaser's assets is bound. The
Purchaser's representations and warranties set forth in this Section 5.3 shall
survive the Closing or termination of this Agreement. Purchaser's
representations and warranties contained herein must be true and correct through
the Closing Date, the breach of same being a default by Purchaser under this
Agreement.

         5.3 Seller's Representations, Warranties and Covenants.

                  (a) Seller represents and warrants to, and covenants with,
         Purchaser that:

                           (i) Seller has full right, power and authority to
                  execute and deliver this Agreement and to consummate the
                  purchase and sale transactions provided for herein without
                  obtaining any further consents or approvals from, or the
                  taking of any other actions with respect to, any third
                  parties. This Agreement, when executed and delivered by Seller
                  and Purchaser, will constitute the valid and binding agreement
                  of Seller, enforceable against Seller in accordance with its
                  terms.

                           (ii) All bills and other payments due with respect to
                  the ownership, operation and maintenance of the Property for
                  the period of Seller's ownership of the Property shall be paid
                  by Seller in the ordinary course of business.

                           (iii) From the Effective Date until the Closing Date,
                  Seller shall: (A) maintain and operate the Property in
                  substantially the same manner as Seller has heretofore done;
                  (B) continue all Leases and Contracts in full force and
                  effect; and prior to the end of the Approval Period, neither
                  cancel, amend or renew any of the same nor enter into a new
                  Lease or Contract other than in the ordinary course of
                  Seller's business, or from and after the end of the Approval
                  Period, neither cancel, amend or renew any Lease or Contract
                  nor enter into any new Lease or Contract without Purchaser's
                  prior written approval, which approval will not be
                  unreasonably withheld, conditioned or delayed; (C) not commit
                  or permit to be committed any physical waste to the Property;
                  and (D) not remove any item of the Tangible Personal Property
                  from the Land or Improvements unless it is replaced with an
                  item of at least equal value that is properly suited for its
                  intended purpose.

                           (iv) With respect to each Tenant, except as reflected
                  in the Rent Roll or in the Lease: (A) to Seller's Knowledge,
                  such Tenant's Lease is in full force and


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                  effect and no uncured breach or default exists on the part of
                  the landlord or Tenant thereunder; (B) Seller has received no
                  written notice that such Tenant is asserting any claim of
                  offset or other defense in respect of its or the landlord's
                  obligations under its Lease; and (C) Seller is the owner of
                  the entire lessor's interest in such Tenant's Lease and
                  neither the landlord's interest in and to the Leases nor the
                  rents payable thereunder have been assigned, pledged or
                  encumbered in any manner by Seller, except to Seller's
                  mortgage lender which assignments and encumbrances will be
                  released at or prior to Closing.

                           (v) Except as disclosed on Exhibit G, none of the
                  Tangible Personal Property is held by Seller under a lease or
                  installment sale contract, and Seller owns title to the
                  Tangible Personal Property reflected on the inventory to be
                  delivered to Purchaser herein, free and clear of any liens or
                  claims, except liens to be released at Closing.

                           (vi) To Seller's Knowledge, except as disclosed on
                  Exhibit H, Seller has received no written notice of any
                  action, suit, proceeding or claim presently pending in any
                  court or before any federal, state, county or municipal
                  department, commission, board, bureau or agency or other
                  governmental instrumentality or before any arbitration,
                  tribunal or panel, affecting (A) the Property, or any portion
                  thereof, (B) Seller's title, use, operation or ownership of
                  the Property, or (C) Seller's ability to perform its
                  obligations under this Agreement, nor, to Seller's Knowledge
                  is any such action, suit, proceeding or claim threatened.

                           (vii) To Seller's Knowledge, there is no attachment,
                  execution, general assignment for the benefit of creditors, or
                  voluntary or involuntary bankruptcy proceedings, or
                  proceedings under any debtor relief laws, contemplated by or
                  pending or threatened against Seller or the Property.

                           (viii) To Seller's Knowledge, Seller has received no
                  written notice of any condemnation, eminent domain or similar
                  proceedings being instituted or threatened against the
                  Property by any governmental authority having jurisdiction
                  over the Property.

                           (ix) To Seller's Knowledge, except as disclosed on
                  Exhibit I, Seller has received no written notice from any
                  governmental authority having jurisdiction over the Property
                  that the Improvements and the current operation thereof
                  violate any law, regulation, ordinance, rule, order or other
                  requirement of any governmental authority having jurisdiction
                  over the Property.

                           (x) To Seller's Knowledge, Seller has received no
                  written notice from any governmental authority having
                  jurisdiction over the Property of any proposed new assessment
                  against the Property.

                  When used herein, the phrase "to Seller's Knowledge" or
                  derivations thereof shall mean the current actual knowledge of
                  Brent Buck, after inquiry of Shawna Gross, the property
                  manager, as to the specific representations set forth in this
                  Section 5.3, but without any obligation to make any other
                  investigation or inquiry


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                  regarding the Property, and without obligation to make any
                  investigation of the files, documents or studies in the
                  possession of the property manager or other persons, and shall
                  not include any knowledge which may be imputed to Seller or of
                  any other person. Purchaser acknowledges that the individual
                  named above is named solely for the purpose of defining and
                  narrowing the scope of Seller's knowledge and not for the
                  purpose of imposing any liability on or creating any duties
                  running from such individual to Purchaser. Purchaser covenants
                  that it will bring no action of any kind against such
                  individual, related to or arising out of these representations
                  and warranties.

                  (b) Seller's representations and warranties set forth in
         Section 5.4(a) shall not be deemed to be merged into or waived by the
         instruments of Closing, but shall survive the Closing for a period of
         six (6) months (the "Survival Period"). No broker, agent or party other
         than Seller is authorized to make any representation or warranty for or
         on behalf of Seller. Purchaser shall have the right to bring an action
         against Seller for the breach of a representation or warranty
         hereunder, but only on the following conditions: (1) Purchaser first
         learns of the breach after Closing and files such action within the
         Survival Period, and (2) Purchaser shall not have the right to bring a
         cause of action for a breach of a representation or warranty unless the
         damage to Purchaser on account of such breach (individually or when
         combined with damages from other breaches) equals or exceeds
         $25,000.00. Notwithstanding any other provision of this Agreement, any
         agreement contemplated by this Agreement, or any rights which Purchaser
         might otherwise have at law, equity, or by statute, whether based on
         contract or some other claim, any liability of Seller to Purchaser will
         be limited in the aggregate to $300,000.00. The general or limited
         partners, employees, agent or affiliates of Seller will not in any
         manner be personally or individually liable for the obligations of
         Seller hereunder or for any claims related to this Agreement, any
         agreement contemplated by this Agreement or the Property. Seller shall
         not have any liability after Closing for the breach of a representation
         or warranty hereunder of which Purchaser had knowledge as of Closing.
         The provisions of this Section 5.4(b) shall survive Closing.

                                       6.
                   NO REPRESENTATIONS OR WARRANTIES BY SELLER;
                             ACCEPTANCE OF PROPERTY

         6.1 Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN
THE SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED, AS DEFINED BELOW),
PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR
FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY
OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF
THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT
MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION



PURCHASE AND SALE AGREEMENT - Page 11
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<PAGE>   12

WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE
MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO
THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE
PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND
USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN
OR ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW) OR (I) ANY OTHER
MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF
SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES
THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY,
GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED
HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR
PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR
BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE
PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY
AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AGREES TO
ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST
SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION)
ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE
PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION
PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A
VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR
VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE
ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE
OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR
INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY
ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED
BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS"
CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE
PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE
PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING.
PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS
SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES,
SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN
ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S
ACQUISITION,


PURCHASE AND SALE AGREEMENT - Page 12
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<PAGE>   13

OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY.
THE PROVISIONS OF THIS SECTION 6 SHALL SURVIVE THE CLOSING OR ANY TERMINATION
HEREOF.

         6.2 Hazardous Materials. "Hazardous Materials" shall mean any substance
which is or contains (i) any "hazardous substance" as now or hereafter defined
in Section 101(14) of the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.)
("CERCLA") or any regulations promulgated under CERCLA; (ii) any "hazardous
waste" as now or hereafter defined in the Resource Conservation and Recovery Act
(42 U.S.C. Section 6901 et seq.) ("RCRA") or regulations promulgated under RCRA;
(iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C.
Section 2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum
hydrocarbons; (v) asbestos and asbestos containing materials, in any form,
whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas;
and (viii) any additional substances or materials which are now or hereafter
classified or considered to be hazardous or toxic under Environmental
Requirements (as hereinafter defined) or the common law, or any other applicable
laws relating to the Property. Hazardous Materials shall include, without
limitation, any substance, the presence of which on the Property, (A) requires
reporting, investigation or remediation under Environmental Requirements; (B)
causes or threatens to cause a nuisance on the Property or adjacent property or
poses or threatens to pose a hazard to the health or safety of persons on the
Property or adjacent property; or (C) which, if it emanated or migrated from the
Property, could constitute a trespass.

         6.3 Environmental Requirements. "Environmental Requirements" shall mean
all laws, ordinances, statutes, codes, rules, regulations, agreements,
judgments, orders, and decrees, now or hereafter enacted, promulgated, or
amended, of the United States, the states, the counties, the cities, or any
other political subdivisions in which the Property is located, and any other
political subdivision, agency or instrumentality exercising jurisdiction over
the owner of the Property, the Property, or the use of the Property, relating to
pollution, the protection or regulation of human health, natural resources, or
the environment, or the emission, discharge, release or threatened release of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or waste or Hazardous Materials into the environment (including,
without limitation, ambient air, surface water, ground water or land or soil).

                                       7.
                                     CLOSING

         7.1 Closing. The Closing shall be held at the offices of the Title
Company on the Closing Date, unless the parties mutually agree in writing upon
another place, time or date.

         7.2 Possession. Possession of the Property shall be delivered to
Purchaser at the Closing, subject to the Permitted Encumbrances.

         7.3 Proration.

                  (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on
         the day immediately preceding the Closing Date, the following
         (collectively, the "Proration Items"): real estate and personal
         property taxes and assessments (subject to the terms of Section 7.3(d)
         below), utility bills (except as hereinafter provided), collected Rents
         (subject to the terms of Section 7.3(b) below) and Operating Expenses
         (subject to the


PURCHASE AND SALE AGREEMENT - Page 13
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<PAGE>   14

         terms of Section 7.3(c) below) payable by the owner of the Property.
         Seller will be charged and credited for the amount of all of the
         Proration Items relating to the period up to and including the Closing
         Date, and Purchaser will be charged and credited for all of the
         Proration Items relating to the period after the Closing Date. Such
         preliminary estimated Closing prorations shall be set forth on a
         preliminary closing statement to be prepared by the Title Company and
         submitted to Purchaser and Seller for Purchaser's and Seller's written
         approval prior to the Closing Date (the "Closing Statement"). The
         Closing Statement, once agreed upon, shall be signed by Purchaser and
         Seller and delivered to Title Company for purposes of making the
         proration adjustment at Closing. The proration shall be paid at Closing
         by Purchaser to Seller (if the prorations result in a net credit to
         Seller) or by Seller to Purchaser (if the prorations result in a net
         credit to Purchaser) by increasing or reducing the cash to be delivered
         by Purchaser in payment of the Purchase Price at the Closing. If the
         actual amounts of the Proration Items are not known as of the Closing
         Date, the prorations will be made at Closing on the basis of the best
         evidence then available; such prorations shall be conclusive and
         binding on the parties without further adjustment. No prorations will
         be made in relation to insurance premiums, and Seller's insurance
         policies will not be assigned to Purchaser. Final readings and final
         billings for utilities will be made if possible as of the Closing Date,
         in which event no proration will be made at Closing with respect to
         utility bills. Seller will be entitled to all deposits presently in
         effect with the utility providers, and Purchaser will be obligated to
         make its own arrangements for deposits with the utility providers.
         "Rents" shall mean and include fixed monthly rentals, additional
         rentals, percentage rentals, escalation rentals (which include each
         Tenant's proportionate share of building operation and maintenance
         costs and expenses as provided for under the applicable Lease, to the
         extent the same exceeds any expense stop specified in such Lease),
         retroactive rentals, all administrative charges, utility charges,
         tenant or real property association dues, storage rentals, special
         event proceeds, temporary rents, telephone receipts, locker rentals,
         vending machine receipts and other sums and charges payable by Tenants
         under the Leases or from other occupants or users of the Property, but
         excluding amounts received for Operating Expenses. "Operating Expenses"
         shall mean operating expenses and common area maintenance charges,
         including utilities, insurance and other charges, under the Leases
         whether deemed additional rent or otherwise, but excluding Rents.

                  (b) Purchaser will receive a credit on the Closing Statement
         for the prorated amount (as of 11:59 p.m. of the day immediately
         preceding the Closing Date) of all Rents previously paid to or
         collected by Seller and attributable to any period following Closing.
         Rents are "Delinquent" when they were due prior to the Closing Date,
         and payment thereof has not been made on or before the Closing Date.
         Delinquent Rents will not be prorated. All sums collected by Purchaser
         from and after Closing from each Tenant will be applied first to
         current amounts owed by such Tenant to Purchaser and then to Delinquent
         Rents owed by such Tenant to Seller. Any sums due Seller will be
         promptly remitted to Seller. Purchaser shall not have an exclusive
         right to collect any sums due Seller from Tenants under the Leases, and
         Seller hereby retains the right to pursue any Tenant under the Leases
         for any sums due such Seller for periods attributable to Seller's
         ownership of the Property. The provisions of this Section 7.3(b) will
         survive the Closing for one year.


PURCHASE AND SALE AGREEMENT - Page 14
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<PAGE>   15

                  (c) All Additional Rents (as defined below) which have been
         received in respect to the month in which the Closing Date occurs (the
         "Current Month") shall be prorated as of the Closing Date. Such
         Additional Rents for the Current Month which have been received as of
         the Closing Date shall be prorated on a per diem basis based upon the
         number of days in the Current Month prior to, but not including, the
         Closing Date (which shall be allocated to Seller) and the number of
         days in the Current Month from and after the Closing Date (which shall
         be allocated to Purchaser). In addition, Seller shall be credited on
         the Closing Date with its share of Rents and other Tenant charges and
         Additional Rents for the Current Month and for all periods prior to the
         Current Month which have not been received as of the Closing Date.
         Purchaser shall be solely responsible, after the Closing Date, for
         collecting unpaid Additional Rents. Additional Rents for calendar year
         2001 are paid on an estimated basis in monthly installments. At least
         five (5) business days prior to the Closing Date, Seller shall cause to
         be prepared and delivered to Purchaser a reconciliation ("Additional
         Rents Reconciliation") of (1) actual operating and similar expense of
         the Property upon which Additional Rents are based ("Additional Rent
         Expenses") for the period commencing on January 1, 2001 and ending on
         the last day of the Current Month ("Additional Rents Reconciliation
         Period"), it being understood that certain Additional Rents Expenses
         for the Additional Rents Reconciliation Period, if not based on actual
         amounts (such as certain operating expenses for the Current Month), may
         be reasonably estimated by Seller; and (2) Additional Rents collected
         by Seller for that portion of the Additional Rents Reconciliation
         Period prior to the Current Month and Additional Rents payable for the
         Current Month. Any amount shown to be owed by Seller to the Tenants
         under the Additional Rents Reconciliation shall be credited to
         Purchaser at the Closing, and any amounts shown to be owed to Seller by
         Tenants of the Property under the Additional Rents Reconciliation shall
         be credited to Seller at the Closing. For purposes of this Section
         7.3(c), "Additional Rents" shall mean any and all amounts due from
         Tenants for Operating Expenses and any other Tenant charges other than
         Rents.

                  (d) All ad valorem real estate and personal property taxes
         with respect to the Property (to the extent not prorated in Section
         7.3(a) above) shall be prorated as of 11:59 p.m. of the day immediately
         preceding the Closing Date on a cash basis for the calendar year in
         which the Closing occurs, regardless of the year for which such taxes
         are assessed.

                  (e) Purchaser shall receive a credit against Purchase Price at
         Closing for all security deposits for which landlord has liability to
         Tenants under the Leases on the Closing Date and for all Rents made in
         advance (to the extent not prorated as set forth in Section 7.3(b)
         above).

         7.4 Closing Costs. Except as otherwise expressly provided herein,
Seller shall pay, on the Closing Date, the title insurance premium for the
Owner's Policy, the cost of the Survey, one-half (1/2) of any escrow fees and
other customary charges of the Title Company, and Purchaser shall pay, on the
Closing Date, all recording costs, one-half (1/2) of any escrow fees and other
customary charges of the Title Company. Except as otherwise provided herein,
each party shall pay its own attorneys' fees.

         7.5 Seller's Obligations at the Closing. At the Closing, Seller shall
deliver to Purchaser, at Seller's sole cost and expense, the following:


PURCHASE AND SALE AGREEMENT - Page 15
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<PAGE>   16

                  (a) Title Policy. The Owner's Policy. Purchaser, at Seller's
         sole expense, may elect to cause the Title Company to amend the survey
         exception to read "any shortages in area."

                  (b) Evidence of Authority. Such organizational and authorizing
         documents of Seller as shall be reasonably required by the Title
         Company to evidence Seller's authority to consummate the transactions
         contemplated by this Agreement.

                  (c) Foreign Person. An affidavit of Seller in the form of
         Exhibit E certifying that Seller is not a "foreign person," as defined
         in the federal Foreign Investment in Real Property Tax Act of 1980, and
         the 1984 Tax Reform Act, as amended.

                  (d) Leases. The originals of all of the Leases.

                  (e) Contracts. The originals of all of the Contracts, if any,
         in Seller's possession.

                  (f) Subject to Section 9.1(d), Tenant estoppel certificates
         (the "Tenant Estoppel Certificates") substantially in the form of
         Exhibit D (or if a Tenant's Lease specifies or contemplates another
         form of tenant estoppel certificate, then such other specified or
         contemplated form) and subordination, non-disturbance and attornment
         agreements ("SNDA's") in form required by Purchaser's lender executed
         by Tenants representing at least eighty percent (80%) of the rentable
         square feet of space in the Improvements.

         7.6 Purchaser's Obligations at the Closing. At the Closing, Purchaser
shall deliver to Seller the following:

                  (a) Purchase Price. The Purchase Price by wire transfer of
         immediately available funds.

                  (b) Evidence of Authority. If Purchaser is not an individual
         person, such organizational and authorizing documents of Purchaser as
         shall be reasonably required by Seller and/or the Title Company
         authorizing Purchaser's acquisition of the Property pursuant to this
         Agreement and the execution of this Agreement and any documents to be
         executed by Purchaser at the Closing.

         7.7 Documents to be Executed by Seller and Purchaser. At the Closing,
Seller and Purchaser shall also execute and deliver the following:

                  (a) Deed. Special Warranty Deed (the "Deed"), prepared at
         Seller's sole expense, conveying the Land and the Improvements to
         Purchaser subject to no exceptions other than the Permitted
         Encumbrances, in the form attached to this Agreement as Exhibit B.

                  (b) Tenant Notices. Signed statements or notices to all
         tenants of the Property notifying such tenants that the Property has
         been transferred to Purchaser and that Purchaser is responsible for
         security deposits (specifying the amounts of such deposits).


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<PAGE>   17

                  (c) Bill of Sale, Assignment and Assumption of Personal
         Property, Warranties and Leases. The Bill of Sale (herein so called) in
         the form attached to this Agreement as Exhibit C.

         7.8 Purchaser's Assumption of Obligations. As additional consideration
for the purchase and sale of the Property, Purchaser covenants and agrees that
from and after Closing it will: (i) assume and perform all of the covenants and
obligations of Seller, Seller's predecessors in title and Seller's affiliates
(A) pursuant to the Leases, including without limitation, those relating to any
security deposits, to the extent arising on or after the Closing Date and (B)
pursuant to the Leases regarding the physical, environmental or legal compliance
status of the Property, whether arising before, on or after the Closing Date;
and (ii) assume and agree to discharge, perform and comply with each and every
liability, duty, covenant, debt or obligation of Seller of any of its affiliates
resulting from, arising out of, or in any way related to any licenses and
permits and arising on or after the Closing Date. Purchaser hereby indemnifies
and holds Seller harmless from and against any and all claims, liens, damages,
demands, causes of action, liabilities, lawsuits, judgments, losses, costs and
expenses (including but not limited to attorneys' fees and expenses) asserted
against or incurred by Seller and arising out of the failure of Purchaser to
perform its obligations pursuant to this Section 7.8. The provisions of this
Section 7.8 shall survive the Closing without limitation.

                                       8.
                                  RISK OF LOSS

         8.1 Condemnation. If, prior to the Closing, action is initiated to take
any of the Property by eminent domain proceedings or by deed in lieu thereof,
Purchaser may either at or prior to Closing (a) terminate this Agreement, or (b)
consummate the Closing, in which latter event all of Seller's assignable right,
title and interest in and to the award of the condemning authority shall be
assigned to Purchaser at the Closing and there shall be no reduction in the
Purchase Price.

         8.2 Casualty. Except as provided in Sections 5.2 and 6.1 of this
Agreement, Seller assumes all risks and liability for damage to or injury
occurring to the Property by fire, storm, accident, or any other casualty or
cause until the Closing has been consummated. If the Property, or any part
thereof, suffers any damage in excess of the Casualty Amount prior to the
Closing from fire or other casualty, which Seller, at its sole option, does not
elect to repair, Purchaser may either at or prior to Closing (a) terminate this
Agreement, or (b) consummate the Closing, in which latter event all of Seller's
right, title and interest in and to the proceeds of any insurance covering such
damage (less an amount equal to any expenses and costs incurred by Seller to
repair or restore the Property and any portion of such proceeds paid or to be
paid on account of the loss of rents or other income from the Property for the
period prior to and including the Closing Date, all of which shall be payable to
Seller), to the extent the amount of such insurance does not exceed the Purchase
Price, shall be assigned to Purchaser at the Closing. If the Property, or any
part thereof, suffers any damage less than the Casualty Amount prior to the
Closing, Purchaser agrees that it will consummate the Closing and accept the
assignment of the proceeds of any insurance covering such damage plus an amount
equal to Seller's deductible under its insurance policy and there shall be no
reduction in the Purchase Price.


PURCHASE AND SALE AGREEMENT - Page 17
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<PAGE>   18

                                       9.
                                     DEFAULT

         9.1 Breach by Seller. Except as Purchaser's remedies may otherwise be
expressly limited by the terms of this Agreement (including, without limitation,
the terms of Section 5.4):

                  (a) In the event that Seller shall default in any of its
         obligations hereunder to be performed prior to Closing, for any reason
         other than Purchaser's default or a termination of this Agreement by
         Purchaser or Seller pursuant to a right to do so under the provisions
         hereof, Purchaser, as its sole and exclusive remedy, may terminate this
         Agreement, receive a refund of the Earnest Money and, subject to the
         provisions of Section 9.1(c) below, pursue Seller for actual damages
         incurred by Purchaser as a result of such default.

                  (b) If Purchaser discovers prior to Closing that any
         representation or warranty made by Seller in days to investigate the
         pertinent facts, and Seller shall exercise reasonable, good faith
         efforts to remedy or cure such breach. In the event that such breach
         has not been cured or remedied to Purchaser's satisfaction prior to
         Closing, as the same may be extended, the sole and exclusive remedy of
         Purchaser shall be to either waive the breach and proceed to Closing or
         terminate this Agreement by written notice to Seller. Upon a
         termination of this Agreement under this Section 9.1(b), the Earnest
         Money shall be returned to Purchaser, and neither party shall have any
         further obligations hereunder except for Surviving Obligations.

                  (c) Notwithstanding the foregoing, in no event shall the
         aggregate amount of actual damages which Purchaser may be entitled to
         recover against Seller pursuant to Sections 9.1(a) above exceed
         $50,000.00 and in no event shall Seller be liable to Purchaser for any
         punitive, speculative or consequential damages or to the remedy of
         specific performance.

                  (d) If Seller is unable to deliver all requisite Tenant
         Estoppel Certificates and SNDA's, then Purchaser's sole and exclusive
         remedy and recourse shall be either to waive the requirement for the
         missing Tenant Estoppel Certificates and SNDA's and proceed to Closing
         without reduction in the Purchase Price or to terminate this Agreement
         by immediate written notification to Seller, in which event the Earnest
         Money shall be returned to Purchaser, and neither party shall have any
         further obligations hereunder except for Surviving Obligations.

         9.2 Breach by Purchaser.

                  (a) If Purchaser fails to comply with Section 7 of this
         Agreement, Seller may terminate this Agreement and thereupon shall be
         entitled to the Earnest Money as liquidated damages (and not as a
         penalty) and as Seller's sole remedy and relief hereunder (except for
         the Surviving Obligations). Seller and Purchaser have made this
         provision for liquidated damages because it would be difficult to
         calculate, on the date hereof, the amount of actual damages for such
         breach, and Seller and Purchaser agree that these sums represent
         reasonable compensation to Seller for such breach.




PURCHASE AND SALE AGREEMENT - Page 18
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<PAGE>   19

                  (b) In the event of any default by Purchaser under this
         Agreement, other than Purchaser's failure to comply with Section 7 of
         this Agreement, Seller shall have any and all rights and remedies
         available at law or in equity by reason of such default.

             The provisions of this Section 9.2 shall not limit or affect any of
Purchaser's indemnities as provided in other Sections of this Agreement.

                                      10.
                                  MISCELLANEOUS

         10.1 Notices. All notices, demands and requests which may be given or
which are required to be given by either party to the other, and any exercise of
a right of termination provided by this Agreement, shall be in writing and shall
be deemed effective either: (a) on the date personally delivered to the address
specified in Section 1.1 above, as evidenced by written receipt therefore,
whether or not actually received by the person to whom addressed; (b) on the
third (3rd) business day after being sent, by certified or registered mail,
return receipt requested, addressed to the intended recipient at the address
specified in Section 1.1 above; (c) on the first (1st) business day after being
deposited into the custody of a nationally recognized overnight delivery service
such as Federal Express Corporation, Emery or Purolator, addressed to such party
at the address specified in Section 1.1 above; or (d) on the date sent by
facsimile to the fax number specified in Section 1.1 above to the attention of
the appropriate person, with a copy of the receipt being forwarded by overnight
delivery service as herein provided. A party may change its address for notice
by written notice to all other parties as herein provided.

         10.2 Real Estate Commissions. Seller shall pay to the Agent upon the
Closing of the transaction contemplated hereby, and not otherwise, a cash
commission in the amount agreed on in a separate listing agreement between
Seller and Agent. Said commission shall in no event be payable unless and until
the transaction contemplated hereby is closed in accordance with the terms of
this Agreement; if such transaction is not closed for any reason, including,
without limitation, failure of title or default by Seller or Purchaser or
termination of this Agreement pursuant to the terms hereof, then such commission
will be deemed not to have been earned and shall not be due or payable. Except
as set forth above with respect to Agent, neither Seller nor Purchaser has
authorized any broker or finder to act on Purchaser's behalf in connection with
the sale and purchase hereunder and neither Seller nor Purchaser has dealt with
any broker or finder purporting to act on behalf of any other party. Purchaser
agrees to indemnify and hold harmless Seller from and against any and all
claims, losses, damages, costs or expenses of any kind or character arising out
of or resulting from any agreement, arrangement or understanding alleged to have
been made by Purchaser or on Purchaser's behalf with any broker or finder in
connection with this Agreement or the transaction contemplated hereby, other
than Barton Simpson. Seller agrees to indemnify and hold harmless Purchaser from
and against any and all claims, losses, damages, costs or expenses of any kind
or character arising out of or resulting from any agreement, arrangement or
understanding alleged to have been made by Seller or on Seller's behalf with any
broker or finder in connection with this Agreement or the transaction
contemplated hereby. Notwithstanding anything to the contrary contained herein,
this Section 10.2 shall survive the Closing or any earlier termination of this
Agreement.

         10.3 Entire Agreement. This Agreement embodies the entire agreement
between the parties relative to the subject matter hereof, and there are no oral
or written agreements between




PURCHASE AND SALE AGREEMENT - Page 19
[Castle Oaks Village]

<PAGE>   20

the parties, nor any representations made by either party relative to the
subject matter hereof, which are not expressly set forth herein.

         10.4 Amendment. This Agreement may be amended only by a written
instrument executed by the party or parties to be bound thereby.

         10.5 Headings. The captions and headings used in this Agreement are for
convenience only and do not in any way limit, amplify, or otherwise modify the
provisions of this Agreement.

         10.6 Time of Essence. Time is of the essence of this Agreement;
however, if the final date of any period which is set out in any provision of
this Agreement falls on a Saturday, Sunday or legal holiday under the laws of
the United States, the State of Texas or the State, then, in such event, the
time of such period shall be extended to the next day which is not a Saturday,
Sunday or legal holiday.

         10.7 Governing Law. This Agreement shall be governed by the laws of the
State and the laws of the United States pertaining to transactions in the State.

         10.8 Successors and Assigns; Assignment. This Agreement shall bind and
inure to the benefit of Seller and Purchaser and their respective heirs,
executors, administrators, personal and legal representatives, successors and
permitted assigns. Except as hereinafter provided, Purchaser shall not assign
Purchaser's rights under this Agreement without the prior written consent of
Seller, which consent may be withheld absolutely. Without Seller's consent,
Purchaser may assign this Agreement to a corporation, partnership or limited
liability company organized by Purchaser and in which Purchaser, or another
entity controlled by him, owns the majority voting equity interest or to
National Exchange Services, Inc. or other qualified intermediary pursuant to
Section 10.15. Any subsequent assignment may be made only with the prior written
consent of Seller. No assignment of Purchaser's rights hereunder shall relieve
Purchaser of its liabilities under this Agreement. This Agreement is solely for
the benefit of Seller and Purchaser; there are no third party beneficiaries
hereof. Any assignment of this Agreement in violation of the foregoing
provisions shall be null and void.

         10.9 Invalid Provision. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws, such
provision shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement; and, the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by
such illegal, invalid, or unenforceable provision or by its severance from this
Agreement.

         10.10 Attorneys' Fees. In the event it becomes necessary for either
party hereto to file suit to enforce this Agreement or any provision contained
herein, the party prevailing in such suit shall be entitled to recover, in
addition to all other remedies or damages, as provided herein, reasonable
attorneys' fees incurred in such suit.

         10.11 Multiple Counterparts. This Agreement may be executed in a number
of identical counterparts which, taken together, shall constitute collectively
one (1) agreement; in making proof of this Agreement, it shall not be necessary
to produce or account for more than one such counterpart with each party's
signature.



PURCHASE AND SALE AGREEMENT - Page 20
[Castle Oaks Village]

<PAGE>   21

         10.12 Exhibits. The following exhibits are attached to this Agreement
and are incorporated into this Agreement by this reference and made a part
hereof for all purposes:

         Exhibit A, the legal description of the Land

         Exhibit B, the form of the Deed

         Exhibit C, the form of the Bill of Sale, Assignment and Assumption of
         Personal Property, Warranties and Leases

         Exhibit D, the form of the Estoppel Certificate

         Exhibit E, the form of the Non-Foreign Affidavit

         Exhibit F, Left Blank Intentionally

         Exhibit G, Tangible Personal Property Leases or Installment Sales
         Contracts

         Exhibit H, Pending Actions

         Exhibit I, Governmental Violations

         10.13 No Recordation. Seller and Purchaser hereby acknowledge that
neither this Agreement nor any memorandum or affidavit thereof shall be recorded
of public record. Should Purchaser ever record or attempt to record this
Agreement, or a memorandum or affidavit thereof, or any other similar document,
then, notwithstanding anything herein to the contrary, said recordation or
attempt at recordation shall constitute a default by Purchaser hereunder, and,
in addition to the other remedies provided for herein, Seller shall have the
express right to terminate this Agreement by filing a notice of said termination
in the county in which the Land is located.

         10.14 Merger Provision. Except as otherwise expressly provided herein,
any and all rights of action of Purchaser for any breach by Seller of any
representation, warranty or covenant contained in this Agreement shall merge
with the Deed and other instruments executed at Closing, shall terminate at
Closing and shall not survive Closing.

         10.15 Tax Deferred Exchange. Purchaser may effect the purchase of the
Property as part of an Internal Revenue Code tax deferred exchange, and Seller
shall assist and cooperate with Purchaser in effecting such exchange, at no
cost, expense or liability to Seller.


                             REMAINDER OF THIS PAGE
                            LEFT BLANK INTENTIONALLY


PURCHASE AND SALE AGREEMENT - Page 21
[Castle Oaks Village]

<PAGE>   22


PURCHASER:
                                       -----------------------------------------
                                       JAMES F. COTTER
Date of Execution
by Purchaser:

---------------------------

SELLER:                                MURRAY INCOME PROPERTIES I, LTD.,
                                       a Texas limited partnership
Date of Execution
by Seller:                             By: Murray Realty Investors VIII, Inc., a
                                           Texas corporation
---------------------------                General Partner


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                  ------------------------------


The undersigned Title Company hereby acknowledges receipt of the Earnest Money
and a copy of this Agreement, and agrees to hold and dispose of the Earnest
Money in accordance with the provisions of this Agreement.


Date of Execution by                       SERVICE TITLE COMPANY
Title Company:

---------------------------



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


                                                -------------------------------,
                                                Authorized Officer




SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT
[Castle Oaks Village]

<PAGE>   23


                                    EXHIBIT A
                         TO PURCHASE AND SALE AGREEMENT

                            LEGAL DESCRIPTION OF LAND




                                                                       EXHIBIT A
                                                       LEGAL DESCRIPTION OF LAND
                                                                          PAGE 1



<PAGE>   24




                                    EXHIBIT B
                         TO PURCHASE AND SALE AGREEMENT

                              SPECIAL WARRANTY DEED


STATE OF ___________ )
                     )
COUNTY OF _________  )


             _____________________________________, a __________________________
____________________________ doing business in ___________________ as
______________________________________ ("Grantor"), for and in consideration of
the sum of Ten and No/100 Dollars ($10.00) and other valuable consideration, the
receipt and sufficiency of which consideration are hereby acknowledged, has
Granted, Sold, and Conveyed, and by these presents does Grant, Sell, and Convey,
unto __________________________, a ________________________, ("Grantee") having
an address of ____________________________________________________________, (i)
all that real property situated in the County of ____________, State of
______________, and more particularly described on Exhibit A attached hereto and
made a part hereof for all purposes, and (ii) together with all improvements now
or hereafter situated thereon, and the lessor's or landlord's interest in all
space leases or occupancy agreements covering all or any portion of such real
property and the improvements situated thereon (collectively, the "Property").

             This Deed is made and accepted expressly subject to the matters set
forth in Exhibit B attached hereto and made a part hereof for all purposes.

             TO HAVE AND TO HOLD the Property, together with all and singular
the rights and appurtenances belonging in any way to the Property, unto the said
Grantee, its successors and assigns forever, and Grantor binds itself and its
successors and assigns to warrant and forever defend all and singular the
Property to Grantee, its successors and assigns against every person lawfully
claiming or to claim all or any part of the Property, by, through, or under
Grantor, but not otherwise.

             GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES
(OTHER THAN THE WARRANTY OF TITLE AS SET OUT IN THIS DEED), PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH
RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE
DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR
BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS
OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E)



                                                                       EXHIBIT B
                                                           SPECIAL WARRANTY DEED
                                                                        PAGE B-1


<PAGE>   25

THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE
CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE
MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY
OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS
NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING
COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE
PROPERTY OF HAZARDOUS MATERIALS OR SUBSTANCES. GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, GRANTEE
IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY
INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOR AND ACCEPTS THE PROPERTY AND
WAIVES ALL OBJECTIONS OR CLAIMS AGAINST GRANTOR (INCLUDING, BUT NOT LIMITED TO,
ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR
TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. GRANTEE FURTHER ACKNOWLEDGES AND
AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE
PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT GRANTOR HAS NOT MADE
ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO
REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. GRANTOR
IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION
THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER
PERSON. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN
"AS IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT
THE PURCHASE PRICE FOR THE PROPERTY HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO
REFLECT THAT ALL OF THE PROPERTY IS SOLD BY GRANTOR AND PURCHASED BY GRANTEE
SUBJECT TO THE FOREGOING.


             IN WITNESS WHEREOF, Grantor has executed this Deed ________, 2000,
to be effective as of this ______ day of ______________, 2000.


GRANTOR:                                                                       ,
                                                ------------------------------
                                                a
                                                 -------------------------------


                                                By:
                                                   ----------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ---------------------

                                                                       EXHIBIT B
                                                           SPECIAL WARRANTY DEED
                                                                        PAGE B-2

<PAGE>   26

GRANTEE:                                                                       ,
                                                -------------------------------
                                                a
                                                 ------------------------------


                                                By:
                                                   ----------------------------
                                                            ,
                                                             ------------------


STATE OF ___________ )
                     )
COUNTY OF _________  )


             This instrument was acknowledged before me this _____ day of
____________, 2000, by _____________________, _____________________ of
_____________________________, a ____________________, on behalf of said
____________.


(SEAL)
                                            ------------------------------------
                                            Notary Public in and for
                                            the State of
                                                        ------------------------

                                            ------------------------------------
                                            Print name of notary

                                            My Commission Expires:
                                                                  --------------



STATE OF ___________  )
                      )
COUNTY OF _________   )

             This instrument was acknowledged before me this _____ day of
______________, 2000, by _______________________, _______________ of
_________________________, a _________________________, on behalf of said
___________________.


(SEAL)
                                             ----------------------------------
                                             Notary Public in and for
                                             the State of
                                                         ----------------------

                                             ----------------------------------
                                             Print name of notary


                                             My Commission Expires:
                                                                   ------------

                                                                       EXHIBIT B
                                                           SPECIAL WARRANTY DEED
                                                                        PAGE B-3


<PAGE>   27
                                    EXHIBIT C
                         TO PURCHASE AND SALE AGREEMENT

                     BILL OF SALE, ASSIGNMENT AND ASSUMPTION
                   OF PERSONAL PROPERTY, WARRANTIES AND LEASES


STATE OF ___________  )
                      )
COUNTY OF _________   )

         _________________________________, a _____________________ ("Grantor"),
for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other
good and valuable consideration to it in hand paid by ______________, a
___________("Grantee"), the receipt and sufficiency of which are hereby
acknowledged, has Granted, Sold, Assigned, Transferred, Conveyed, and Delivered
and does by these presents Grant, Sell, Assign, Transfer, Convey and Deliver
unto Grantee, all of Grantor's rights, titles, and interests in and to the
following described properties located in, affixed to, and/or arising or used in
connection with the improved property with parking and other amenities (the
"Project") situated on the land in the County of _________________, State of
___________, more particularly described on Exhibit A attached hereto and made a
part hereof for all purposes (the "Land," which together with the Project is
sometimes hereinafter called the "Property"):

         (a) All appliances, fixtures, equipment, machinery, building materials,
furniture, furnishings, carpet, drapes and other personal property owned by
Grantor, (the "Tangible Personal Property"), and located on, attached to, or
used in connection with the operation and maintenance of the Property;

         (b) Any leases for space in the Project (the "Leases"), together with
security and other deposits owned or held by Grantor pursuant to the Leases,
which Leases and security deposits are described on Exhibit B attached hereto;

         (c) Any assignable intangible property (the "Intangible Property")
owned by Grantor and pertaining to the Project or the Tangible Personal
Property, including, without limitation, transferable utility contracts,
transferable telephone exchange numbers, plans and specifications and
engineering plans and studies; and

         (d) Any assignable warranties and guaranties relating to the Property
or any portion thereof (collectively, the "Warranties").



                                                                       EXHIBIT C
                                            BILL OF SALE, ASSIGNMENT OF PERSONAL
                                                 PROPERTY, WARRANTIES AND LEASES
                                                                        PAGE C-1


<PAGE>   28

         Grantor and Grantee hereby covenant and agree as follows:

                  (i) Grantee accepts the aforesaid assignment and Grantee
         assumes and agrees to be bound by and timely perform, observe,
         discharge, and otherwise comply with each and every one of the
         agreements, duties, obligations, covenants and undertakings (A) upon
         the lessor's part to be kept and performed under the Leases, including,
         without limitation, those relating to any security deposits, to the
         extent arising on or after the date hereof, and (B) all of lessor's
         obligations under the Leases relating to the physical, environmental or
         legal compliance status of the Property, whether arising before or
         after the date hereof.

                  (ii) Grantee hereby indemnifies and agrees to hold harmless
         Grantor from and against any and all liabilities, claims, demands,
         obligations, assessments, losses, costs, damages, and expenses of any
         nature whatsoever (including, without limited the generality of the
         foregoing, reasonable attorneys' fees and court costs) which Grantor
         may incur, sustain, or suffer, or which may be asserted or assessed
         against Grantor on or after the date hereof, arising out of, pertaining
         to or in any way connected with the obligations, duties, and
         liabilities under the Leases, or any of them.

                  (iii) The burden of the indemnity made in paragraph (ii)
         hereof shall not be assigned. Except as aforesaid, this Agreement shall
         bind and inure to the benefit of the parties and their respective
         successors, legal representatives and assigns.

                  (iv) Neither this Agreement nor any term, provision, or
         condition hereof may be changed, amended or modified, and no
         obligation, duty or liability or any party hereby may be released,
         discharged or waived, except in a writing signed by all parties hereto.

         GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES
(OTHER THAN THE WARRANTY OF TITLE AS SET OUT IN THIS DEED), PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR
IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH
RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE
DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR
BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS
OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR
MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY,
STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH
RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT


                                                                       EXHIBIT C
                                            BILL OF SALE, ASSIGNMENT OF PERSONAL
                                                 PROPERTY, WARRANTIES AND LEASES
                                                                        PAGE C-2


<PAGE>   29

MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH
ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS,
ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF
HAZARDOUS MATERIALS OR SUBSTANCES. GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT
HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, GRANTEE IS RELYING
SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY GRANTOR AND ACCEPTS THE PROPERTY AND WAIVES ALL
OBJECTIONS OR CLAIMS AGAINST GRANTOR (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT
OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY
HAZARDOUS MATERIALS ON THE PROPERTY. GRANTEE FURTHER ACKNOWLEDGES AND AGREES
THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS
OBTAINED FROM A VARIETY OF SOURCES AND THAT GRANTOR HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS
AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. GRANTOR IS NOT LIABLE OR
BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY
ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE
SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND
BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE FOR
THE PROPERTY HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE
PROPERTY IS SOLD BY GRANTOR AND PURCHASED BY GRANTEE SUBJECT TO THE FOREGOING.

             This Bill of Sale, Assignment of Personal Property, Warranties and
Leases may be executed in two or more identical counterparts, each of which when
so executed shall be deemed to be an original, but all of which when taken
together shall constitute one and the same instrument.

             IN WITNESS WHEREOF, Grantor and Grantee have executed this Bill of
Sale, Assignment of Personal Property, Warranties and Leases on _____________,
2000 to be effective as of the _____ day of __________________, 2000.


GRANTOR:                                                                       ,
                                            -----------------------------------
                                            a
                                             ----------------------------------



                                            By:
                                               ---------------------------------
                                                 Name:
                                                      --------------------------
                                                 Title:
                                                       -------------------------


                                                                       EXHIBIT C
                                            BILL OF SALE, ASSIGNMENT OF PERSONAL
                                                 PROPERTY, WARRANTIES AND LEASES
                                                                        PAGE C-3



<PAGE>   30

GRANTEE:                                                                       ,
                                            -----------------------------------
                                            a
                                             ----------------------------------



                                            By:
                                               ---------------------------------
                                                 Name:
                                                      --------------------------
                                                 Title:
                                                       -------------------------

[Acknowledgment]


[Acknowledgment]


                                                                       EXHIBIT C
                                            BILL OF SALE, ASSIGNMENT OF PERSONAL
                                                 PROPERTY, WARRANTIES AND LEASES
                                                                        PAGE C-4


<PAGE>   31

                                    EXHIBIT D
                         TO PURCHASE AND SALE AGREEMENT

                              ESTOPPEL CERTIFICATE

         The undersigned _____________________________________________
("Tenant"), hereby certifies that:

         (a) A lease ("Lease"), dated the _______ of ________________, 2000, as
amend by instrument dated _________________, 2000 [if applicable], was entered
into by the undersigned, as Tenant, and _____________________________________,
as landlord ("Landlord"), covering certain space (Suite ___), ("Premises") in
_________________________ located at _______________________, _____________,
______________("Project").

         (b) The Lease is valid and in full force and effect on the date hereof.
The termination date of the present term of the Lease, excluding renewals, is
________________________________.

         (c) There are no agreements between Landlord and Tenant with respect to
the Premises other than as contained in the Lease.

         (d) The amount of security deposit (and any other deposits) is
$_____________, and the amount of prepaid rental (other than the security
deposit) is $_____________________.

         (e) Tenant has paid rent through __________________________.

         (f) There are no uncured defaults on the part of the Tenant or on the
part of Landlord under the Lease, and no event has occurred and no condition
exists which, with the giving of notice or the lapse of time, or both, will
constitute a default under the Lease.

         (g) The address for notices to be sent to Tenant is as set forth in the
Lease.

         (h) This Estoppel Certificate may be relied on by any prospective
purchaser of the Project.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Estoppel Certificate on the ____ day of ______________________, 2000.


                                   TENANT:
                                          -------------------------------------
                                        By:
                                           ------------------------------------
                                        Title:
                                              ---------------------------------

                                                                       EXHIBIT D
                                                            ESTOPPEL CERTIFICATE
                                                                        PAGE D-1
<PAGE>   32

                                    EXHIBIT E
                         TO PURCHASE AND SALE AGREEMENT

                              NON-FOREIGN AFFIDAVIT

         Section 1445 of the Internal Revenue Code provides that a transferee
(Buyer) of a U.S. real property interest must withhold tax if the transferor
(Seller) is a foreign person. To inform the transferee (Buyer) that withholding
tax is not required upon the disposition of a U.S. real property interest by
________________________________________________, ("Transferor"), the
undersigned hereby certifies the following:

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

         2. The U.S. tax identification number of Transferor is _______________.

         3. Transferor's address is ___________________________________,
___________________, _________________________. The undersigned understands that
this certification may be disclosed to the Internal Revenue Service by
transferee (Buyer) and that any false statement contained herein could be
punished by fine, imprisonment, or both.

         4. Under the penalties of perjury the undersigned declares that he has
examined this certification and to the best of his knowledge and belief it is
true, correct and complete, and he further declares that he has authority to
sign this document.

         EXECUTED this ____ day of ___________________, 2000.




THE STATE OF TEXAS  )
                    )
COUNTY OF DALLAS    )

         This instrument was acknowledged before me on ______________________,
2000, by ______________________________.


                                              ----------------------------------
                                              Notary Public in and for
[SEAL]                                        the State of T E X A S
                                              Printed Name:
                                                           ---------------------
My commission expires:
                      ------------------



                                                                       EXHIBIT E
                                                           NON-FOREIGN AFFIDAVIT
                                                                        PAGE E-1

<PAGE>   33





                                    EXHIBIT F
                         TO PURCHASE AND SALE AGREEMENT

                            LEFT BLANK INTENTIONALLY



                                                                       EXHIBIT F
                                       ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
                                                                        PAGE F-1

<PAGE>   34





                                    EXHIBIT G
                         TO PURCHASE AND SALE AGREEMENT

                        TANGIBLE PERSONAL PROPERTY LEASES
                         OR INSTALLMENT SALES CONTRACTS


                                      None.


                                                                       EXHIBIT G
                TANGIBLE PERSONAL PROPERTY LEASES OR INSTALLMENT SALES CONTRACTS
                                                                        PAGE G-1

<PAGE>   35





                                    EXHIBIT H
                         TO PURCHASE AND SALE AGREEMENT

                                 PENDING ACTIONS


                                      None.



                                                                       EXHIBIT H
                                                                 PENDING ACTIONS
                                                                        PAGE H-1


<PAGE>   36





                                    EXHIBIT I
                         TO PURCHASE AND SALE AGREEMENT

                             GOVERNMENTAL VIOLATIONS


                                      None.


                                                                       EXHIBIT I
                                                         GOVERNMENTAL VIOLATIONS
                                                                        PAGE I-1