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                                                                    EXHIBIT 10.5


               SECOND AMENDMENT TO OFFER TO PURCHASE AND CONTRACT

THIS SECOND AMENDMENT TO OFFER TO PURCHASE CONTRACT (the "Second Amendment") is
made and entered into as of the 1st day of October, 1999 by and between
YAGER-KUESTER PUBLIC FUND LIMITED PARTNERSHIP ("Seller"), and FOUR DAN, L.L.C.,
a North Carolina Limited Liability Company having its principal place of
business at 4400 South Silas Creek Parkway, Suite 200, Winston-Salem, North
Carolina, 27104 ("Purchaser").


                                   WITNESSETH

WHEREAS, Seller and Purchaser have previously entered into an Offer to Purchase
and Contract dated July 19, 1999 as amended by Amendment to Offer to Purchase
and Contract dated September 2, 1999 (as amended, the "Contract");

WHEREAS, Seller and Purchaser desire to amend the terms of the Contract to
increase the amount of the earnest money and to make it non-refundable, to
clarify that there are only two remaining conditions to the parties' obligation
to close, and to set the date for closing; and

WHEREAS, Seller and Purchaser agree that the following modification shall be
made to the Contract:

                                    AGREEMENT

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency which are hereby
acknowledged, the parties agree as follows:

         1.       Earnest Money. The earnest money as described in Paragraph
                  1(a) of the Contract is hereby increased to Seventy Thousand
                  Dollars ($70,000), which includes Twenty Thousand Dollars
                  ($20,000) previously paid to Chicago Title Insurance Company,
                  as escrow agent, and an additional Fifty Thousand Dollars
                  ($50,000), which shall be paid within three days after the
                  execution of this Second Amendment to Chicago Title Insurance
                  Company as escrow agent. The entire $70,000 in earnest money
                  shall be non-refundable and should be payable to Seller
                  whether or not closing occurs unless there is a default by
                  Seller or unless one of the two Remaining Contingencies (as
                  hereafter defined) is not fulfilled during the time frame
                  required by this Second Amendment.

         2.       Fulfillment of Conditions to Purchaser's Obligation to Close.
                  Purchaser acknowledges that is has completed its inspection of
                  the Property, reviewed the tenant leases, and performed all
                  other due diligence in connection with the Contract and the
                  Property, and hereby waives any right under the Contract to
                  terminate the Contract and receive a return of its earnest
                  money except in the

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                  event of a Seller default or failure by Seller to fulfill one
                  of the Remaining Contingencies (as hereinafter defined).

         3.       Remaining Contingencies. Purchaser's obligation to close under
                  the Contract as amended hereby is conditioned on fulfillment
                  of the following two conditions (the "Remaining
                  Contingencies"):

                  (a)      Seller shall obtain an amendment to the existing
                           lease for a portion of the Property with the General
                           Services Administration (Internal Revenue Service) to
                           renew said tenant's current lease and amend the lease
                           to increase the square footage of that lease on terms
                           satisfactory to Seller and Purchaser.

                  (b)      Seller shall obtain consent of its limited partners
                           holding a majority of partnership interests to the
                           sale as may be required by the Seller's Limited
                           Partnership Agreement.

         4.       Date of Closing. In order to modify the provision of Paragraph
                  2(a) of the Contract related to the time of closing, the first
                  sentence of Paragraph 2(a) of the Contract is hereby deleted
                  and the following insert in lieu thereof:

                           "The purchase and sale hereunder shall be closed at a
                           time and place mutually agreed by the parties, which
                           shall as follows:

                           (i)      If Seller gives Purchaser notice that the
                                    Remaining Contingencies are fulfilled on or
                                    before December 20, 1999, the closing shall
                                    occur on the earlier of (a) 30 days after
                                    the date of said notice or (b) December 31,
                                    1999.

                           (ii)     If the Remaining Contingencies are not
                                    fulfilled on or before December 20, 1999,
                                    then closing shall occur no later than
                                    thirty (30) days after notice from Seller to
                                    Purchaser of the fulfillment of the
                                    Remaining Contingencies; provided, however,
                                    that if the Seller has not given the
                                    Purchaser notice on or before March 1, 2000
                                    that the Remaining Contingencies have been
                                    fulfilled, then this contract shall
                                    terminate, and Seller shall instruct Chicago
                                    Title Insurance Company as escrow agent to
                                    return the $70,000 earnest money to
                                    Purchaser.

         5.       Ratification. Except as expressly or by implication amended
                  hereby, the Contract as originally written shall remain in
                  full force and effect.


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IN WITNESS WHEREOF, Seller and Purchaser have caused this Second Amendment to
Offer to Purchase and Contract to be executed under seal as of the day and year
first above written.



                                 SELLER:

                                 YAGER-KUESTER PUBLIC FUND
                                 LIMITED PARTNERSHIP, a North
                                 Carolina Limited Partnership

                                 By: FSK Limited Partnership
                                          General Partner

                                 By: /s/ Faison S. Kuester, Jr.  (Seal)
                                     ----------------------------
                                         Faison S. Kuester, Jr., General Partner
                                         Of FSK Limited Partnership


                                 By: DRY Limited Partnership
                                          General Partner


                                 By: /s/ Dexter R. Yager, Sr.   (Seal)
                                     ---------------------------
                                         Dexter R. Yager, Sr.
                                         General Partner of DRY Limited
                                         Partnership



                                 BUYER:

                                 FOUR DAN, L.L.C.
                                 A North Carolina Limited Liability Company



                                 By: /s/ Lloyd R. Daniel, Jr.      (SEAL)
                                     ------------------------------
                                         Member/Manager