SALE AND PURCHASE AGREEMENT


                                 BY AND BETWEEN


                    SUPERSTOCK, INC., A FLORIDA CORPORATION,


                                    AS SELLER


                                       AND


               NL VENTURES IV, L.P., A TEXAS LIMITED PARTNERSHIP,


                                  AS PURCHASER




                           FOR THE SUPERSTOCK FACILITY

                             7660 CENTURION PARKWAY
                       JACKSONVILLE, DUVAL COUNTY, FLORIDA



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                           SALE AND PURCHASE AGREEMENT

      THIS SALE AND PURCHASE  AGREEMENT  (the  "Agreement")  is made and entered
into by and between SuperStock,  Inc., a Florida  corporation  ("Seller") and NL
Ventures IV, L.P., a Texas limited partnership,  and assigns ("Purchaser") to be
effective as of the date a fully executed original counterpart of this Agreement
is delivered to and received by the Title Company (the "Effective Date").

                                    RECITALS

      A. Seller is the owner of certain real property and  improvements  located
in the City of Jacksonville,  Florida,  which are more particularly described in
this Agreement as the "Project."

      B. Seller desires to sell to Purchaser,  and Purchaser desires to purchase
from  Seller,  the  Project,  upon  and  subject  to the  terms  and  conditions
hereinafter  set forth,  including  without  limitation,  the condition  that at
Closing  Purchaser and Seller shall enter into a long term  "absolute net" lease
of the Project with Purchaser as landlord and Seller as tenant (the "Lease").

                                   AGREEMENTS

      For and in  consideration  of the premises,  the respective  covenants and
agreements  herein set forth,  and other good and  valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged  and  confessed,  the
parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

      For purposes of this  Agreement,  unless  otherwise  defined herein or the
context otherwise requires,  capitalized terms used in this Agreement shall have
the respective  meanings  assigned to them in Annex A attached hereto and made a
part hereof for all purposes.

                                    ARTICLE 2
                                    PROPERTY

      Subject  to the terms and  provisions  hereof,  and for the  consideration
herein set forth,  Seller agrees to sell, and Purchaser agrees to purchase,  the
following described property located in the City of Jacksonville, Florida:

      2.1 Realty. All those certain tracts,  pieces or parcels of land described
in Exhibit A attached  hereto and made a part  hereof for all  purposes  (herein
referred to as the "Land"),  together with the buildings,  structures,  fixtures
(except for trade fixtures owned by Seller),  paving,  curbing,  trees,  shrubs,
plants,  and  other  improvements  and  landscaping  of every  kind  and  nature
presently situated on, in, or under, or hereafter (but prior to Closing) erected
or installed or used in, on, or about the Land (herein collectively  referred to
as the "Improvements"), and all rights and appurtenances pertaining thereto,


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including,  but not limited to: (i) all right,  title and  interest,  if any, of
Seller,  in and to any land in the bed of any  street,  road or  avenue  open or
proposed in front of or adjoining the Land; (ii) all right,  title and interest,
if any, of Seller, in and to any  rights-of-way,  rights of ingress or egress or
other interests in, on, or to, any land, highway,  street, road, or avenue, open
or proposed, in, on, or across, in front of, abutting or adjoining the Land, and
any awards made, or to be made in lieu thereof,  and in and to any unpaid awards
for damage  thereto by reason of a change of grade of any such highway,  street,
road, or avenue;  (iii) any easement across or adjacent to the Land, existing or
abandoned;  (iv) all right, title and interest, if any, of Seller, in and to all
sewage treatment capacity and water capacity and other utility capacity to serve
the Land and Improvements; (v) all right, title and interest, if any, of Seller,
in and to all oil,  gas, and other  minerals  in, on, or under,  and that may be
produced from the Land; (vi) any reversionary  rights  attributable to the Land;
(vii) all water  rights  appurtenant  to the Land;  and (viii)  all  development
rights,  zoning  classifications  (including,  without  limitation,  variances),
rights as to non-conforming  uses and/or  structures,  vested or "grand-fathered
rights" and other  entitlements  pertaining to the Land (the Land,  Improvements
and all of the other properties, rights and interests mentioned above are herein
collectively referred to as the "Realty");

      2.2 Personalty.  All personal property and equipment owned by Seller as of
the date hereof (or acquired by Seller prior to the Closing,  as herein defined)
and which is directly used in connection  with the  ownership,  use,  operation,
repair and  maintenance  of the  Realty  and is  located  on the Realty  (herein
collectively referred to as the "Personalty") including, but not limited to, all
gas and electric fixtures,  appliances and wiring, engines, boilers,  elevators,
escalators,   incinerators,   motors,  dynamos,  heating  and  air  conditioning
equipment,  sinks, water closets,  basins, pipes,  electrical systems,  faucets,
fire prevention and  extinguishing  apparatus,  central music and public address
systems,  burglar  alarms,  security  systems and  equipment,  shades,  awnings,
screens,  blinds,  installed carpeting,  lamps, drapes,  curtains,  spare parts,
materials and supplies for the ownership, use, operation, maintenance and repair
of the Realty or the  Personalty or both;  provided,  however,  such  Personalty
shall not include Seller's trade fixtures or inventory;

      2.3 Incidental  Rights. To the extent  assignable,  all of Seller's right,
title and interest, in and to and under all contracts, guaranties, warranties or
other agreements (herein  collectively  referred to as the "Incidental  Rights")
relating to the ownership,  construction,  rental,  operation,  maintenance  and
repair  of  the  Realty  and  the  Personalty,  including,  without  limitation,
construction  contracts  relating to  construction of the  Improvements  (herein
collectively  referred to as the  "Construction  Contracts"),  all  contracts or
agreements,  such  as  maintenance,  service,  management,  leasing  or  utility
contracts  relating,  in any  way,  to the  ownership,  use,  leasing,  service,
management,  operation,  maintenance and repair of the Realty and the Personalty
as more particularly set forth in Schedule 2.3 (herein collectively  referred to
as the "Property  Agreements"),  , and all governmental  permits or approvals or
licenses in effect as of Closing  with respect to the  ownership,  construction,
use,  occupancy  and  operation  of the  Realty  and the  Personalty;  provided,
however,  that  the  Incidental  Rights  shall  not  include  (i)  any  Property
Agreements  that Seller  shall  remain  liable for as tenant  under the Lease as
indicated on Schedule 2.3; (ii) any of Seller's  tradenames  or  trademarks;  or
(iii) any Property Agreements that Seller shall not remain liable for as tenant


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under the Lease,  but Purchaser,  in its sole  discretion,  requests that Seller
terminate  (and if Seller is unable or unwilling  to  terminate  for any reason,
Seller  must  notify  Purchaser  of such fact in writing at least three (3) days
prior to the expiration of the Review Period); and

      2.4 Plans. All of Seller's right,  title and interest in and to all plans,
drawings,  specifications,  surveys, engineering,  environmental,  inspection or
similar  reports  and other  technical  descriptions  relating to the Realty and
Personalty (herein collectively referred to as the "Plans").

                                   ARTICLE 3
                                EARNEST MONEY AND
                       INDEPENDENT CONTRACT CONSIDERATION

      3.1 Earnest Money.  Purchaser  shall deposit,  as earnest money,  with the
Title Company, to bind this Agreement with Seller, the sum of $25,000.00 (herein
referred to as the "Initial Earnest Money") in the form of cash, cashier's check
or other readily  available funds,  which deposit is to be made within three (3)
business days from and after the Effective  Date. In addition,  Purchaser  shall
deposit,  as  additional  earnest  money,  with the  Title  Company,  the sum of
$25,000.00 (herein referred to as the "Additional Earnest Money") in the form of
cash, cashier's check or other readily available funds, on the expiration of the
Review Period.  The Initial  Earnest Money and the Additional  Earnest Money are
sometimes  collectively  referred to herein as the  "Earnest  Money".  The Title
Company  shall place the Earnest  Money in a fully  federally  insured  interest
bearing  account,  and all interest  earned  thereon  shall become a part of the
Earnest Money as it accrues. If the transaction contemplated hereby closes, then
on the Closing Date (as herein defined), the Earnest Money shall be paid over to
Seller and applied to the Total Purchase Price;  provided,  however,  that where
Purchaser  has the  option to  terminate  this  Agreement,  in the event of such
termination,  then the Earnest Money shall be immediately  returned by the Title
Company to Purchaser. In the event the transaction  contemplated hereby does not
close for any other  reason,  the Earnest Money shall be disbursed in accordance
with the terms  hereof,  subject  to the  reimbursements  to Seller set forth in
Section 10.4 hereof.  In the event that  Purchaser  fails to deposit the Initial
Earnest  Money with the Title  Company as provided in this  Article 3, then this
Agreement  shall become null and void for all purposes,  and the parties  hereto
shall have no further obligations hereunder.

      3.2  Independent  Contract  Consideration.  Within three (3) business days
from and  after the  Effective  Date,  Purchaser  shall  deliver  the sum of One
Hundred  and No/100  Dollars  ($100.00)  directly to Seller in the form of cash,
cashier's  check or  other  readily  available  funds  as  Independent  Contract
Consideration,  which  amount  the  parties  bargained  for  and  agreed  to  as
consideration  for  Purchaser's  exclusive  right to inspect  and  purchase  the
Project  pursuant to this  Agreement  and for Seller's  execution,  delivery and
performance of this Agreement.  The  Independent  Contract  Consideration  is in
addition to and independent of any other  consideration  or payment  provided in
this Agreement, is non-refundable,  and it is fully earned and shall be retained
by Seller  notwithstanding  any other  provisions of this Agreement and shall be
credited against the Total Purchase Price at Closing.


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<PAGE>


                                   ARTICLE 4
                                 PURCHASE PRICE

      4.1 Total Purchase  Price.  The total purchase price (the "Total  Purchase
Price") for the sale and  purchase of the Project is Seven  Million Five Hundred
Thousand  and  No/100  Dollars  ($7,500,000.00).  At  Closing,  subject  to  the
provisions of Section 4.2 hereof,  Purchaser shall pay the Total Purchase Price,
in cash, by bank cashier's  check or wire  transfer,  through the account of the
Title Company, to Seller or as otherwise directed by Seller in writing.

      4.2 Deduction from Purchase  Price. In the event that Seller is a "foreign
person" (as defined in Internal Revenue Code Section  1445(f)(3) and regulations
issued  thereunder)  or in the event that Seller fails or refuses to deliver the
non-foreign  affidavit required in Section 10.2(11) hereof, or in the event that
Purchaser    receives   notice   from   any    seller-transferor's    agent   or
purchaser-transferee's  agent (each as defined in Internal  Revenue Code Section
1445(d) and the  regulations  issued  thereunder)  that, or Purchaser has actual
knowledge  that,  such affidavit is false,  Purchaser  shall deduct and withhold
from the Total  Purchase  Price a tax equal to ten  percent  (10%)  thereof,  as
required  by  Internal  Revenue  Code  Section  1445.  In the  event of any such
withholding,  Seller's  obligation to deliver  title  hereunder and to otherwise
perform  all of its  obligations  hereunder  shall not be excused  or  otherwise
affected.  Purchaser  shall remit such withheld  amount to and file the required
form  with  the  Internal  Revenue  Service,  and in the  event  of any  claimed
over-withholding,  Seller  shall be  limited  solely  to an action  against  the
Internal Revenue Service for refund (under Regulation Section 1.1464-1(a)),  and
hereby  waives  any  right  of  action  against  Purchaser  on  account  of such
withholding.  The  provisions of this Section 4.2 shall survive the Closing Date
hereunder without limit as to time.

                                   ARTICLE 5
                                     SURVEY

      5.1 Survey.  Within twenty (20) days after the Effective Date,  Seller and
Purchaser agree, (i) to cause a registered,  licensed state surveyor approved by
the Title  Company  to  prepare a new and  updated  on the  ground  survey  (the
"Survey")  of the Realty,  and (ii) to deliver to  Purchaser  at least three (3)
copies,  to Purchaser's  counsel at least one (1) copy, and to the Title Company
at least one (1) copy of the Survey plat and a certificate under the seal of the
surveyor,  which  Survey shall  satisfy all of the  reasonable  requirements  of
Purchaser's  Lender and,  without  limiting the foregoing,  shall:  (a) meet the
"Minimum  Standard  Detail  Requirements  for ALTA/ACSM  Land Title  Surveys" as
adopted by the  American  Land  Title  Association,  the  American  Congress  on
Surveying and mapping,  and the National  Society of  Professional  Surveyors in
1997,  including  items 1 through 4, 6 through  11, and 13 through 16 of Table A
thereto; and (b) include the surveyor's  registered number and seal, the date of
the Survey (which shall be no earlier than the Effective  Date), and a narrative
certificate  certifying that the survey has been prepared in accordance with the
foregoing-described  ALTA/ACSM Standards,  and containing such other information
as Purchaser's Lender may reasonably require.


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<PAGE>


      Without limiting the foregoing,  the Survey shall be in form and substance
acceptable to the Title Company as a basis for deleting,  to the maximum  extent
permitted by  applicable  title  insurance  regulations,  the  standard  printed
exceptions  relating to survey matters in the Owner's Policy of Title  Insurance
to be delivered by Seller as hereinafter provided.  For purposes of the property
description to be included in the Deed, the field notes prepared by the surveyor
shall control any conflicts or inconsistencies with the description herein.

                                   ARTICLE 6
                     TITLE COMMITMENT AND CONDITION OF TITLE

      6.1 Title  Commitment.  Within twenty (20) days after the Effective  Date,
Seller and Purchaser  agree to cause the Title Company to furnish  Purchaser and
its counsel a  Commitment  for  Owner's  Policy of Title  Insurance  (the "Title
Commitment")  prepared and issued by the Title Company  describing  and covering
the Realty, listing Purchaser as the prospective name insured and showing as the
policy amount the Total Purchase Price,  which Title Commitment shall constitute
the  commitment  of the Title  Company  to  insure,  by title  insurance  in the
standard  form of an Owner's  Policy of Title  Insurance  in use in the State of
Florida,   Purchaser's   title  to  the  Realty  to  be  good,   marketable  and
indefeasible,  subject only to those  exceptions as may be approved by Purchaser
or as  hereinafter  provided  (herein  referred to  collectively  as  "Permitted
Exceptions")  and to the standard printed  exceptions  contained in the standard
form of Owner's  Policy of Title  Insurance,  except that, to the maximum extent
permitted by applicable  title insurance  regulations  and at Seller's  expense,
such standard exceptions shall be modified as follows:  (i) the standard printed
form survey  exception shall be amended to read only  "shortages in area",  (ii)
the standard  exception as to the lien for taxes shall be limited to the year of
Closing and subsequent  years,  and shall be endorsed "Not Yet Due and Payable,"
with respect to such years.  (iii) there shall be no exception  for "visible and
apparent easements" or for "public or private roads" or the like, and (iv) there
shall be no exception for "rights of parties in possession",  except for Seller,
as tenant under the Lease and any Purchaser approved subtenants, if any.

      6.2 UCC Report.  Within twenty (20) days after the Effective Date,  Seller
and Purchaser  shall obtain and provide to Purchaser a report (the "UCC Report")
of  searches  made of the  Uniform  Commercial  Code  Records  of Duval  County,
Florida,  the Real Property Records of Duval County,  Florida, and the Office of
the Secretary of State, State of Florida and the state of Seller's incorporation
or creation,  indicating whether the Project is subject to any liens or security
interests  (other than liens and  security  interests,  if any,  which are to be
released at the Closing).

      6.3 Disclosure of Exceptions by Survey,  Title  Commitment and UCC Report.
Title Company shall furnish Purchaser and its counsel legible and true copies of
the  instruments  creating any title  exceptions,  and Purchaser and its counsel
shall  have  fifteen  (15)  business  days  after  the date of  receipt  of such


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instruments  by Purchaser  and its counsel  (provided  Purchaser and its counsel
shall have received all of the Title Commitment,  UCC Report and Survey) ("Title
Objection Period") to approve in writing the exceptions, in Purchaser's sole and
absolute discretion. The exceptions or conditions to title set forth on Schedule
6.3  attached  hereto and the  matters  affecting  title  created by  Purchaser,
expressly  assumed by Purchaser,  or created with the prior  written  consent of
Purchaser,  are  acceptable  to  Purchaser  and  are  deemed  to  be  "Permitted
Exceptions" for purposes of this Agreement. If the Title Commitment,  UCC Report
and Survey disclose any objections to title other than the Permitted Exceptions,
which would materially  interfere with Purchaser's intended use of the Property,
Seller shall have a  reasonable  time,  not to exceed  twenty (20) days from the
date such objections are made known in writing to Seller,  to provide  Purchaser
with notice that Seller intends to cure such  objections  prior to Closing.  Any
curative material shall be filed by Seller, at its sole cost and expense,  prior
to or at Closing.

      Seller  agrees  to spend up to  $10,000  to cure any  unacceptable  title,
survey or UCC exceptions (exclusive of monetary liens which Seller has agreed to
cure as  hereinafter  provided in this Section 6.3);  provided,  however,  in no
event  will  Seller be  obligated  to incur  costs in excess of  $10,000  in the
aggregate  or  institute  legal  proceedings  to  do  so.   Notwithstanding  the
foregoing,  Seller shall also satisfy any monetary liens on the Project  created
by Seller (or will cause the Project to be released from said  monetary  liens).
If the cost to cure exceeds  $10,000 and Seller shall (x) elect (or be deemed to
have elected) not to cure any such  unacceptable  title exceptions or (y) not so
cure any other unpermitted  exceptions on or before the Closing Date,  Purchaser
may as its  sole  and  exclusive  remedy  and at its  sole  option,  either  (i)
terminate this Agreement by written notice to Seller, in which event the Earnest
Money shall be returned to  Purchaser  and neither  party shall have any further
rights,  obligations,  or  liabilities  hereunder  except  with  respect  to any
surviving obligations  hereunder,  or (ii) waive any objections to the condition
of title to the Project and close the transaction  contemplated hereby without a
reduction  in the  Total  Purchase  Price,  in  which  event,  any  such  waived
objections will be deemed to be Permitted Exceptions. Any instrument in order to
cure a defect in the  insurability  of title as provided herein shall be in such
form as may be  reasonably  required by the Title  Company  and to satisfy  said
Title Company sufficiently for them to certify the said facts and/or to omit any
exception to title, and/or to guarantee to Purchaser and Purchaser's Lenders, if
any, against collection of any item out of the Project and, without limiting the
foregoing,  the same shall  include,  if  necessary,  affidavits  or consents of
officers and directors of Seller on behalf of Seller.  If the Project is subject
to any liens,  including  without  limitation,  transfer,  inheritance,  estate,
franchise, license or other similar taxes or mechanics liens, the same shall not
be deemed an objection to title,  provided  that the Title Company will issue or
bind  itself to issue its title  policy  which  will  insure  Purchaser  against
collection of said liens from the Project.  If Purchaser  does not notify Seller
within the 15-day period for an unacceptable  title matter, the Title Commitment
will be deemed approved and, except as otherwise expressly set forth herein, all
matters shown thereby will be deemed to be Permitted Exceptions.

      6.4 New  Exceptions.  If between  the  expiration  of the Title  Objection
Period and the Closing Date,  an updated  title report shows any new  exceptions
not  shown  on  the  Title  Commitment,  or an  updated  survey  shows  any  new
encroachments  or other survey matters not existing  during the Title  Objection


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Period  and  such  new  exception  is  not   otherwise  a  Permitted   Exception
(collectively,  "New  Exceptions"),  then,  provided  such New  Exception  would
materially  interfere with  Purchaser's  intended use of the Project,  Purchaser
shall have the right to give Seller  written notice of same within ten (10) days
of  Purchaser's  receipt of notice  from the Title  Company or  surveyor  of the
existence of any such New Exception, and in such instance the parties shall have
the same rights and  obligations  as to title  encumbrances  and  exceptions and
survey matters object to during the Title  Objection  Period.  If Purchaser does
not give notice of any such New  Exceptions  to Seller  during such ten (10) day
period,  Purchaser  shall  be  conclusively  presumed  to have  waived  such New
Exceptions  and to have agreed to accept  title  subject to such New  Exceptions
(which shall  thereupon be deemed to be Permitted  Exceptions),  and the Closing
shall occur without any credit or abatement of the Total Purchase Price.

                                   ARTICLE 7
                           STUDIES AND SELLER REPAIRS

      Without  in any way  limiting  any other  duties of  Seller  hereunder  to
provide information to Purchaser,  promptly following the Effective Date, Seller
shall provide to Purchaser copies of all environmental and engineering  studies,
reports and  information of which Seller has Actual  Knowledge,  but only to the
extent that such studies,  reports and information are in Seller's possession or
reasonably available to Seller,  including,  without limitation,  correspondence
from  Governmental  Authorities,  concerning the  environmental,  mechanical and
structural  condition of the Realty.  Should disclosure of any such materials be
restricted  or limited then Seller shall  inform  Purchaser of such  restriction
with a brief summary  description of the materials not  disclosed.  In addition,
subject  to the  provisions  of Article  16  hereof,  during  the Review  Period
Purchaser  and its  contractors  and  representatives,  shall  have the right to
conduct any and all appraisals, environmental,  mechanical or structural studies
and tests of the Realty (including,  without  limitation,  Phase I Environmental
Site  Assessment  and  asbestos  and lead paint  studies)  which  Purchaser  and
Purchaser's Lender, in their reasonable discretion,  deem necessary to determine
whether the Realty is suitable for  Purchaser's  intended use. In the event that
it is determined  that a Phase II  Environmental  Site  Assessment is necessary,
such as assessment shall not be conducted  without the prior approval of Seller.
If Seller refuses to allow such Phase II  Environmental  Site  Assessment,  then
Purchaser  shall have the right to (i) waive  such  requirement  and  proceed to
Closing,  or (ii) terminate  this  Agreement in which case this Agreement  shall
terminate  and the Title Company shall return the Earnest Money to Purchaser and
the  parties  hereto  shall have no further  obligations  under this  Agreement,
except as may otherwise be provided  herein.  Purchaser  shall make available to
Seller copies of all studies,  reports or information in Purchaser's  possession
generated as a result of its inspection of the Project.

      Prior to entering the Project for any  purpose,  Purchaser  shall  furnish
Seller with  evidence  of  liability  insurance  coverage.  Purchaser  agrees to
conduct all tests and  inspections on the Project  during normal  business hours
and in  such  a  manner  as to  minimize  interference  with  Seller's  business
operations;  provided, however, that Seller agrees to make reasonable efforts to
accommodate  Purchaser's  activities.  Purchaser  agrees to repair any  physical
damage to the Project caused by Purchaser's  entry onto the Project.  Should any


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<PAGE>


engineering study indicate the need for immediate repairs, Seller shall elect to
either (i) agree to complete  such  repairs  prior to Closing,  (ii)  subject to
approval  by  Purchaser's  Lender,  agree  to  complete  such  repairs  within a
reasonable  timeframe after Closing,  in which case Seller agrees to escrow 125%
of the estimated  cost of such repairs at Closing,  or (iii) refuse to make such
repairs.  Any escrow  agreement  entered into in  connection  with such escrowed
funds shall allow  reasonable  periodic  disbursements  to reimburse  Seller for
documented  expenses  incurred as a result of such required  repairs and for the
release of any escrowed funds not used in making such repairs. In the event that
Seller is unable to complete such repairs prior to Closing,  refuses to complete
such repairs or to deposit 125% of the estimated costs into escrow, Seller shall
so notify Purchaser in writing and Purchaser shall have the option to (i) extend
the Closing Date as necessary to complete such repairs,  (ii) waive such repairs
and proceed to Closing,  or (iii)  terminate  this  Agreement in which case this
Agreement  shall  terminate and the Title Company shall return the Earnest Money
to Purchaser and the parties hereto shall have no further obligations under this
Agreement, except as may otherwise be provided herein.

                                   ARTICLE 8
         REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER

      To induce  Purchaser  to enter into this  Agreement  and to  purchase  the
Project, Seller hereby represents and warrants to, and covenants and agrees with
Purchaser,  as follows,  with the  understanding and intention that Purchaser is
relying  upon the  accuracy  of such  representations  and  warranties,  and the
agreement of Seller to comply with and perform such  covenants  and  agreements,
which  representations,  warranties,  covenants and  agreements  shall be deemed
(except as provided below) to be made by Seller to Purchaser as of the Effective
Date and as of the Closing Date and  thereafter (it being  understood  that such
representations,  warranties,  covenants and agreements shall not be merged into
the  documents to be executed on the Closing  Date but rather shall  survive for
the period set forth in Section 17.4 of this  Agreement),  and this Agreement is
contingent  upon and subject to the truth and  accuracy of such  representations
and  warranties,  and the full and complete  satisfaction  of such covenants and
agreements,  and in the event such  representations  and warranties are not true
and  accurate  as of  Closing  and any such  covenants  and  agreements  are not
satisfied prior to Closing,  Purchaser shall have the option of terminating this
Agreement  at any time  prior to  Closing,  whereupon  the Title  Company  shall
promptly  return the Earnest Money to Purchaser and all parties  hereto shall be
released from any and all  liability  hereunder  except as set forth herein,  or
Purchaser  may, at its sole  option and  discretion,  waive in writing  Seller's
satisfaction of any such  representations,  warranties,  covenants or agreements
and  consummate the  transaction  contemplated  hereby (it being  understood and
agreed by Seller and  Purchaser  that  Seller  shall  remain  liable  during the
survival  period  provided for in Section  17.4 hereof for all  representations,
warranties,  covenants and  agreements  made by Seller in this Agreement and not
expressly waived in writing by Purchaser as hereinabove provided):


                                       8
<PAGE>


(1) From the  Effective  Date until the  Closing,  Seller shall (i) maintain the
Project in, or, if  necessary,  restore  the Project to, its present  condition,
subject to reasonable wear and tear,  damage,  casualty and  condemnation;  (ii)
continue to operate the Project in a good,  businesslike manner; and (iii) shall
not modify or alter, in any material respect, any repair or maintenance programs
or policies now in effect with  respect to the  Project,  except as necessary to
accommodate a Purchaser approved subtenant, if any.

(2) Seller has delivered to Purchaser copies of all insurance  policies relating
to the Project.  Seller shall continue all such insurance policies in full force
and effect  through  the  Closing  Date,  and Seller  shall  neither  cancel nor
materially amend any of the same without Purchaser's prior written consent,  not
to be unreasonably withheld.

(3) To best of Seller's  Actual  Knowledge,  Seller has not received  within the
eighteen (18) consecutive  months  immediately  preceding the Effective Date any
notices or  requests  from any  carrier  of any  insurance  with  respect to the
Project,  and Seller  shall  immediately  deliver  copies of any such  notice or
request to Purchaser received after the Effective Date.

(4) To the best of Seller's Actual Knowledge, Seller has not received within the
eighteen (18) consecutive  months  immediately  preceding the Effective Date any
written or oral notices or requests  from any  mortgagee,  insurance  company or
Board of Fire  underwriters,  or any organization  exercising  functions similar
thereto, requesting the performance of any work or alterations in respect to the
Project which have not been performed.

(5) From the  Effective  Date through the Closing  Date,  Seller shall not enter
into any new Property  Agreements without the prior written consent of Purchaser
unless such new Property Agreements are cancelable on or before the Closing Date
or Seller agrees to remain  liable for such  Property  Agreement as tenant under
the  Lease.  The  copies  of the  Property  Agreements  delivered  to  Purchaser
hereunder are true,  accurate and complete,  and, to the best of Seller's Actual
Knowledge,  Seller has received no notice and has no knowledge of any  material,
uncured  breach or default by Seller or by any other  party  under the  Property
Agreements.  Prior to the Closing Date,  Seller shall comply with each and every
material undertaking,  covenant and obligation under the Property Agreements and
the same  shall not be  materially  modified,  amended,  terminated,  renewed or
otherwise  altered  without  the  prior  written  consent  of  Purchaser,  which
Purchaser consent shall not be unreasonably withheld.

(6) There is no actual or pending action, suit, claim, litigation, or proceeding
by any entity, individual or governmental agency affecting Seller or the Project
which  would  in any way  constitute  a lien,  claim or  obligation  of any kind
against the Project,  and to the best of Seller's Actual Knowledge,  there is no
such action, suit, claim, litigation or proceeding threatened.


                                       9
<PAGE>


(7) There are no pending  condemnation  or similar  proceedings  or  assessments
affecting  the Project or any part thereof,  nor to the best of Seller's  Actual
Knowledge,   are  any  such  assessments  or  proceedings  contemplated  by  any
Governmental Authority.

(8) No restrictive  covenant or zoning (or its equivalent)  classification  (or,
other  Governmental  Requirement) is materially  violated by the present use and
maintenance of the Project and appurtenant uses (including,  without limitation,
parking uses associated with the Project), and, there are no proceedings pending
to change such zoning (or its equivalent)  classification,  and Seller shall not
itself apply for or acquiesce in any such change.

(9) To the best of Seller's Actual Knowledge, Seller has not received within the
eighteen (18) consecutive  months  immediately  preceding the Effective Date any
notice of any breach of any  Governmental  Requirement or  restrictive  covenant
which remains uncured, and is not under any order of any Governmental Authority,
with  respect to the Project or the  Seller's  present use and  operation of the
Project.

(10) The  execution of this  Agreement,  the  consummation  of the  transactions
herein  contemplated,  and the  performance and observance of the obligations of
Seller hereunder and under any and all other  agreements and instruments  herein
mentioned  to which  Seller is a party will not  conflict  with or result in the
breach of any  Governmental  Requirement  or of any  agreement or  instrument to
which Seller is now a party or to which it is subject,  or  constitute a default
thereunder,  and does not require  Seller to obtain any  consents  or  approvals
from, or the taking of any other actions with respect to any third parties.

(11) Seller has all requisite power and authority to carry on Seller's  business
as it is now being conducted and to enter into and perform this  Agreement.  The
execution  of  this  Agreement,  the  consummation  of the  transactions  herein
contemplated,  and the  performance  or observance of the  obligations of Seller
hereunder  and  under  any and  all  other  agreements  and  instruments  herein
mentioned to which Seller is a party have been duly  authorized by all requisite
action and are enforceable  against Seller in accordance  with their  respective
terms. The individual executing this Agreement on behalf of Seller is authorized
to act for and on behalf of and to bind Seller in connection with this Agreement
and in so doing to bind Seller to all of the terms and provisions hereof.

(12) The financial  statements,  reports, and other data relative to the Project
heretofore  furnished  by  Seller  to  Purchaser  are (and all such  statements,
reports,  information, and other data hereafter furnished by Seller to Purchaser
will be) true and  correct in all  material  respects,  and fairly  reflect  the
financial condition, the financial results or other subject matter thereof as of
the dates thereof.

(13) All of the  Personalty is and shall be owned by Seller on the Closing Date,
free and clear of all liens, encumbrances, and security interests.


                                       10
<PAGE>


(14) There are no labor  disputes,  organizational  campaigns or union contracts
existing  or under  negotiation  as of the  Effective  Date with  respect to the
Project for the construction,  maintenance and operation thereof,  and there are
no employees or associates,  either of Seller or any other  employer  engaged in
the  construction,  operation and maintenance of the Project,  to whom Purchaser
shall, at or after the Closing Date, have any obligation whatsoever.

(15) Seller has maintained and does presently  maintain in full force and effect
all Environmental  Permits necessary or required for the ownership and operation
of the Project,  and Seller has provided,  or will  provide,  copies of all such
Environmental Permits to Purchaser for its review.

(16) There will not as of the Closing Date exist any Environmental  Condition on
or at the Realty or any other matter on or connected with the Project that would
cause  the  imposition  on  Purchaser  of  Environmental   Liabilities  if  such
Environmental   Condition  or  other  matter  were  disclosed  to   Governmental
Authorities.

(17) As of the Effective Date and as of the Closing Date Seller is not currently
operating nor is it required to be operating  the Project  under any  compliance
order,  decree or  similar  agreement;  any  consent  decree,  order or  similar
agreement;  and/or any  corrective  action  decree,  order or similar  agreement
issued  by  or  entered  into  with  any   Governmental   Authority   under  any
Environmental Law.

(18) Except as disclosed in any Phase I Environmental Site Assessment  delivered
to  Purchaser,  no Hazardous  Materials  have been dumped,  landfilled,  stored,
located or disposed of on the Realty.

(19) To the best of Seller's Actual Knowledge,  there has not been in respect to
the Project,  within the eighteen (18) consecutive months immediately  preceding
the  Effective  Date,  any  emission  (other than steam or water vapor) into the
atmosphere or any  discharge,  direct or indirect,  of any  pollutants  into the
waters of the State of  Florida  or the  United  States of  America  other  than
domestic sewage discharged into a publicly owned treatment facility.

(20) To the extent within  Seller's  possession  or available to Seller,  Seller
shall  provide  Purchaser  and its  employees,  representatives  and agents with
access to the  Project and shall make  available  for review and copying (if not
otherwise required to be furnished to Purchaser as herein provided),  warranties
and  guaranties  directly  relating  to the  Project,  income  and  expense  and
operating data directly  relating to the Project,  licenses and permits directly
relating  to the  Project,  all fire,  hazard,  liability,  and other  insurance
policies  held by Seller with  respect to the  Project,  all  appraisals  of the
Project made within the last five years,  engineer's or  architect's  studies or
reports with respect to the Project, and any and all books, records,  contracts,
and any other documents or information directly relating to the Project.  Seller
makes no  representations  or warranties  as to the accuracy of the  information
contained in any third party documents  provided to Purchaser in accordance with
this Section 20; provided,  however,  that Seller  represents that all documents
provided shall be true and correct copies of the same. To the extent that Seller
is  prohibited  by  law  or  agreement   from   providing   Purchaser  with  any


                                       11
<PAGE>


documentation that Seller is otherwise obligated to provide to Purchaser, Seller
shall provide  Purchaser with written  notice  briefly  describing the nature of
such  documentation  and  the  reason  why the  same  may  not be  delivered  to
Purchaser.  Seller shall  nevertheless  continue to make reasonable  attempts to
obtain such documentation and provide same to Purchaser.  Seller shall cooperate
and assist Purchaser in the inspection of such documents,  items and information
and in any other inspection by Purchaser  provided for hereunder,  provided that
any such inspection  shall be conducted  during normal business hours or at such
other time as is reasonable or necessary to conduct the inspection and shall not
unreasonably  interfere with the normal business operations of Seller, and shall
be subject to the conditions set forth in Article 16 hereof.

(21) From the  Effective  Date through the Closing Date,  Seller shall  promptly
notify  Purchaser  of any  material  change  with  respect to the Project or any
information  heretofore or hereafter  furnished to Purchaser with respect to the
Project, including specifically,  but without limitation, any change which would
make  any  portion  of  this  Agreement,   including,  without  limitation,  the
representations,  warranties, covenants and agreements contained in this Article
8 untrue or materially misleading.

(22) To the extent  that  Seller's  representations  and/or  warranties  in this
Article 8 are  limited  to the  "Actual  Knowledge"  of any  particular  natural
persons,  Seller  warrants and represents  that such persons are the most likely
officers,  directors  and/or employees of Seller to be familiar with the matters
to which the respective representation and/or warranty pertains.

                                   ARTICLE 9
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Purchaser hereby warrants and represents to Seller as follows:

      (1) Purchaser is a limited  partnership  duly organized  under the laws of
the State of Texas,  and has full power to execute,  deliver  and  perform  this
Agreement.

      (2) The execution of this Agreement,  the consummation of the transactions
herein  contemplated,  and the  performance or observance of the  obligations of
Purchaser  hereunder  have been duly  authorized  by  requisite  action  and are
enforceable  against  Purchaser in accordance with their  respective  terms. The
individuals  executing  this  Agreement on behalf of Purchaser are authorized to
act  for  and on  behalf  of and to  bind  Purchaser  in  connection  with  this
Agreement.

      (3) The execution of this Agreement,  the consummation of the transactions
herein  contemplated,  and the  performance and observance of the obligations of
Purchaser  hereunder  and  under any and all other  agreements  and  instruments
herein  mentioned to which Purchaser is a party will not conflict with or result
in the breach of any Governmental  Requirement or of any agreement or instrument
to which  Purchaser  is now a party or to which it is subject,  or  constitute a
default  thereunder,  and does not require  Purchaser  to obtain any consents or
approvals  from,  or the taking of any other  actions  with respect to any third
parties.


                                       12
<PAGE>


      (4) Other than the liens and security  interests which shall be granted to
Purchaser's  Lender at Closing,  Purchaser has not granted any security interest
or liens which shall affect the Project.

                                   ARTICLE 10
                                     CLOSING

      10.1 Closing  Date.  Unless  extended as provided in this  Agreement,  and
provided  Purchaser  does not terminate  this  Agreement in accordance  with its
terms and all other  conditions  set forth herein are  satisfied,  Purchaser and
Seller shall  consummate and close the  transactions  contemplated  hereby on or
before  fifteen  (15) days after the  expiration  of the Review  Period,  unless
Purchaser  and  Seller  agree to an  earlier  date (the  actual  date of Closing
hereunder  being  herein  referred to as the  "Closing  Date"),  during  regular
business  hours in the offices of the Title  Company,  or such other location as
may be mutually  agreed to by the parties.  For the purposes of this  Agreement,
the actual  consummation  and closing of the purchase and sale  contemplated  by
this Agreement is herein referred to sometimes as the "Closing".

      10.2 Items to be Delivered by Seller on Closing  Date. On the Closing Date
(or soon  thereafter  with  regard to the  Owner's  Policy of Title  Insurance),
provided  all  conditions  set forth  herein  have been fully  satisfied  and/or
complied  with,  Seller shall deliver for the benefit of Purchaser the following
(all of which shall be duly executed,  witnessed and notarized where appropriate
and, where appropriate, be in recordable form):

            (1)  Special  Warranty  Deed  (the  "Deed")  in form  and  substance
reasonably satisfactory to Seller and Purchaser,  which Deed shall (i) convey to
Purchaser good, marketable and indefeasible fee simple title to the Realty, (ii)
bind Seller and its  successors  and  assigns to warrant and forever  defend the
Realty unto  Purchaser  and its  successors  and assigns  against  every  person
claiming  same or any  part  thereof,  by,  through  or  under  Seller,  but not
otherwise,  and (iii) be free and clear of all liens,  encumbrances,  covenants,
restrictions and other matters, except for the Permitted Exceptions.

            (2)  An  Estoppel  Certificate  in  form  and  substance  reasonably
acceptable to Seller,  Purchaser and Purchaser's Lender, duly executed by Seller
as tenant.

            (3) A Bill of Sale conveying the  Personalty to Purchaser.  The Bill
of Sale  shall  be  prepared  by  Purchaser  in form  and  substance  reasonably
satisfactory  to Seller and Purchaser,  and shall contain a special  warranty of
title, subject only to the Permitted Exceptions.

            (4)  Assignment  of  Incidental  Rights  and  Plans  and  all  other
documents   affecting  the  Realty  and  Personalty   and/or  the  construction,
furnishing and equipping thereof,  including, but not limited to, all warranties


                                       13
<PAGE>


and  guaranties  under the  Construction  Contracts  and  equipment  warranties.
Additionally,  Seller shall use its  reasonable  efforts to cause each person or
entity  who has  issued a valid  general  contractor's  or other  warranty  with
respect  to the  Project to execute an  instrument  in favor of  Purchaser  that
acknowledges  and  consents  to the  assignment  of such  warranty  by Seller to
Purchaser.  The Assignment  shall be prepared by Purchaser in form and substance
reasonably satisfactory to Seller and Purchaser.

            (5) All  Property  Agreements,  the  Plans,  licenses  and  permits,
certificates of occupancy, certificates of compliance, tenant files, all studies
with  respect to the  functional  aspects  of the  Project,  including,  without
limitation,  soil and  compaction  tests,  flooding  studies  and  environmental
studies; all extra promotional  brochures,  posters, signs and other advertising
materials  relative to the  operation of the Project;  copies of all other books
and records  relating to the ownership and operation of the Project;  and copies
of the Construction Contracts and all amendments relating thereto.

            (6) A "Bills  Paid  Affidavit"  verifying  that  there are no unpaid
bills or claims for labor performed or materials  furnished to the Project by or
at the instance of Seller prior to the Closing Date.

            (7) An Owner's  Policy of Title  Insurance in the face amount of the
Total Purchase Price, in the same form as the revised Title Commitment.

            (8)  Current  records  search  results   reasonably   acceptable  to
Purchaser  reflecting that since the date of the searches  furnished pursuant to
Section 6.2 hereof,  no Uniform  Commercial  Code  filings,  chattel  mortgages,
assignments,  pledges  or other  similar  encumbrances  have  been  filed in the
offices of the Secretary of State of the State of Florida,  in the office of the
County Clerk of Duval County,  Florida,  or in any other appropriate offices for
the filing of such  documents  in the State of  Florida  with  reference  to the
Project.

            (9) A certificate,  executed and sworn to by Seller, confirming that
(i) as of the Closing Date, all of the warranties and  representations set forth
in  Article 8 hereof  are true and  correct in all  material  respects,  and all
covenants and agreements set forth in Article 8 hereof have been satisfied, (ii)
Seller has delivered true,  correct and complete original copies of all Property
Agreements entered into by Seller from and after the Effective Date (or, if none
have been entered into, so stating),  and (iii) that no material adverse changes
have occurred with respect to any part of the Project.

            (10) An  operating  statement,  prepared  as of the  last day of the
calendar month preceding the Closing Date,  which fully and accurately  reflects
(and is certified by Seller as fairly reflecting) the results of operations from
the Project since the day that the last such  operating  statement was furnished
to Purchaser.


                                       14
<PAGE>


            (11) If Seller is not a "foreign person" (as defined in the Internal
Revenue Code Section 1445 and the regulations issued thereunder),  a non-foreign
affidavit  containing such  information as shall be required by Internal Revenue
Code Section 1445 and regulations issued thereunder.

            (12) Possession of the Project in  substantially  the same condition
as it exists on the  Effective  Date,  subject to the rights of Seller as tenant
under the Lease and any Purchaser approved subtenants, if any.

            (13) Such  other  documents,  instruments  and  certificates  as are
contemplated  herein to effect  and  complete  the  Closing  including,  without
limitation,  such ordinary and customary  instruments as may be requested by the
Title Company.

            (14) Original  executed  counterparts  of the resolutions of Seller,
and any other  documents as Purchaser shall  reasonably  request to evidence and
confirm the power and authority of Seller to close the transaction  contemplated
herein.

            (15) The Lease, executed by Seller, in form and substance reasonably
acceptable to both Seller, as tenant, and Purchaser, as landlord.

      10.3 Items  Delivered By Purchaser on Closing  Date.  On the Closing Date,
provided  all  conditions  set forth  herein  have been fully  satisfied  and/or
complied with,  Purchaser  shall deliver for the benefit of Seller the following
(all  of  which  shall  be  duly  executed,   witnessed,  and  notarized,  where
appropriate, and, where appropriate, be in recordable form):

            (1)   The Total Purchase Price.

            (2) Original  executed  counterparts of the resolutions of Purchaser
or other  documents as Seller shall  reasonably  request to evidence and confirm
the power and  authority  of  Purchaser  to close the  transaction  contemplated
herein.

            (3)  Such  other  documents,  instruments  and  certificates  as are
contemplated  herein to effect  and  complete  the  Closing  including,  without
limitation,  such ordinary and customary  instruments as may be requested by the
Title Company.

            (4)  The  Lease,  executed  by  Purchaser,  in  form  and  substance
reasonably acceptable to both Seller, as tenant, and Purchaser, as landlord.

            (5) A subordination,  non-disturbance and attornment  agreement in a
form  reasonably  acceptable  to Seller,  as  tenant,  and  Purchaser's  Lender,
executed by Purchaser's Lender.


                                       15
<PAGE>


      10.4 Closing Costs and Attorneys'  Fees. On the Closing Date (i) Purchaser
shall pay  Purchaser's  attorneys'  fees;  all fees  incurred  by  Purchaser  in
connection with the Financing; the costs of preparing and recording the Deed and
other conveyancing  documents;  all mortgage or similar taxes and recording fees
associated  with the  Financing and the liens  securing the same;  and any other
costs incurred by Purchaser and all other costs which Purchaser has specifically
agreed to bear in other parts of this  Agreement,  and (ii) Seller shall pay any
transfer taxes and/or real estate  transfer fees incident to the delivery of the
Deed and other  conveyancing  documents  required  of Seller  herein;  all fees,
expenses and penalties  relating to the payoff of existing  notes secured by the
Project or any part  thereof,  and the  release  of any deed of trust  liens and
other  liens  associated  therewith  to the extent  such  liens were  created by
Seller;  the cost of examining,  insuring  and, to the extent the  obligation to
cure is  otherwise  imposed on Seller  under this  Agreement,  curing  title (if
necessary)  to the Project,  as provided for herein  (including  the cost of the
premium of the Owner's  Policy of Title  Insurance and the  Mortgagee  Policy of
Title Insurance (including any endorsements  thereto)) to be provided hereunder;
the  cost  of  the  Survey;  the  cost  of the  UCC  reports;  all  engineering,
environmental and appraisal reports,  the cost of Seller's  attorneys' fees; any
other  costs  incurred  by  Seller;   and  all  other  costs  which  Seller  has
specifically  agreed  to bear in  other  parts  of this  Agreement.  Seller  and
Purchaser  shall share equally all escrow fees charged by the Title Company.  In
the  event  no  agreement  is  contained  herein  respecting  the  payment  of a
particular cost or expense  required to be incurred by Seller in connection with
this  Agreement,  such cost or expense shall be paid by Seller.  In the event no
agreement is contained  herein  respecting  the payment of a particular  cost or
expense  required to be incurred by Purchaser in connection with this Agreement,
such cost or expense shall be paid by Purchaser.  Notwithstanding the foregoing,
in the event that this  Agreement is  terminated  by  Purchaser  pursuant to its
rights under Articles 15 or 16 herein, Purchaser shall promptly reimburse Seller
for the cost of all engineering, environmental and appraisal reports prepared at
the  request  of  Purchaser  or  Purchaser's  Lender up to a  maximum  amount of
$18,000.  The Title Company shall reimburse such costs to Seller, on Purchaser's
behalf, from the Earnest Money upon its receipt of invoices for such costs which
have been reasonably approved by Purchaser.

      10.5  Prorations.  There  shall be no  prorations,  credits  or offsets at
Closing  for  ad  valorem  taxes,  special  assessments  and  Project  operating
expenses.  Both Seller and Purchaser agree that Seller is currently  responsible
for payment of such  expenses  and shall,  to the extent  provided in the Lease,
continue to be responsible  for such expenses  accruing  against the Project for
periods of time from and after the Closing Date under the Lease.

                                   ARTICLE 11
                       DESTRUCTION, DAMAGE OR CONDEMNATION

      Prior to the Closing Date, risk of loss with regard to the Project and the
construction,  ownership,  operation, management or maintenance thereof shall be
borne by Seller.  If, prior to the Closing  Date,  all or a material part of the
Project is subjected to a bona fide threat of  condemnation by a body having the
power of eminent domain,  or included in whole or in part in a governmental plan
or  proposal  which may result in the  taking of all or a  material  part of the
Project,  or is taken  by  eminent  domain  or  condemnation  (or a sale in lieu


                                       16
<PAGE>


thereof),  or all or a significant (by which term is meant damage or destruction
where the estimated costs of restoration exceed $100,000.00) part of the Project
is damaged or destroyed  by fire or other  casualty,  Purchaser  may, by written
notice to Seller,  given  within  thirty (30) days after  Purchaser's  receiving
actual notice of such plan or proposal,  threat of  condemnation,  condemnation,
damage,  destruction,  or sale, elect to rescind and cancel this Agreement,  and
upon such  rescission  and  cancellation,  the Title  Company  shall  return the
Earnest  Money to  Purchaser  and none of the  parties  shall  have any  rights,
obligations or liabilities  hereunder,  except as set forth herein.  The Closing
Date shall be postponed,  if necessary,  to grant Purchaser such thirty (30) day
period. If Purchaser does not elect so to rescind, or if less than a significant
part of the  Project is damaged or  destroyed  by fire or other  casualty,  this
Agreement shall remain in full force and effect,  and the purchase  contemplated
herein,  less  any  property  destroyed  by fire or other  casualty  or taken by
eminent domain or condemnation,  or sold in lieu thereof, shall be effected with
no further adjustments, and the provisions of the Lease shall govern any actions
required  to  be  taken  by  Purchaser  and  Seller  in  connection   with  such
condemnation,  damage,  destruction, or sale. If this Agreement is not rescinded
by Purchaser  as set forth above,  at such time as all or part of the Project is
subject to a bona fide threat of condemnation as hereinabove provided, Purchaser
shall be permitted to  participate  in the  proceedings  as if Purchaser  were a
party to the action.

                                   ARTICLE 12
                             REAL ESTATE COMMISSIONS

      Purchaser and Seller mutually  represent and warrant to each other that it
dealt with no real  estate  brokers  in the  transactions  contemplated  by this
Agreement, and that no brokerage fees, commissions, or other remuneration of any
kind are due in connection  herewith.  Seller shall  forever  indemnify and hold
harmless  Purchaser  against  and in  respect  of any  and all  claims,  losses,
liabilities and expenses,  including, without limitation,  reasonable attorney's
fees and court costs,  which  Purchaser may incur on account of any claim by any
broker or agent or other person on the basis of any  arrangements  or agreements
made or  alleged  to have been made by or on behalf of Seller in  respect to the
transactions  herein  contemplated.  Purchaser shall forever  indemnify and hold
harmless  Seller  against  and  in  respect  of  any  and  all  claims,  losses,
liabilities and expenses,  including, without limitation,  reasonable attorney's
fees and court  costs,  which  Seller  may incur on  account of any claim by any
broker or agent or other person on the basis of any  arrangements  or agreements
made or alleged to have been made by or on behalf of Purchaser in respect to the
transactions  herein  contemplated.  The  provisions  of this  Article  12 shall
survive the Closing and termination of this Agreement.

                                   ARTICLE 13
                                     NOTICES

           All notices,  requests,  demands and other communications required or
permitted to be given  hereunder shall be in writing and shall be deemed to have
been duly given if delivered  personally,  transmitted by confirmed facsimile or
other similar electronic transmission device or by messenger delivery, or mailed
first class,  postage  prepaid,  certified  United States mail,  return  receipt
requested, as follows:


                                       17
<PAGE>


           If to Seller, to:           SuperStock, Inc.
                                       7660 Centurion Parkway
                                       Jacksonvilee, Florida 32256
                                       Attn:  Mr. Albert Pleus

                                       Telephone (808) 295-4500
                                       Facsimile (212) 898-9007


           with copy to:               Loeb & Loeb LLP
                                       345 Park Avenue
                                       New York, New York 10154

                                       Attn:  Lloyd Rothenberg
                                       Telephone:  (212) 407-4937
                                       Facsimile:  (212) 407-4990

                                       Attn:  Kenneth Freeman
                                       Telephone:  (212) 407-4086
                                       Facsimile:  (212) 407-4990



           If to Purchaser, to:        NL Ventures IV, L.P.
                                       c/o AIC Ventures
                                       8080 N. Central Expressway, Suite 1080
                                       Dallas, Texas 75206
                                       Attn:  Mr. Peter Carlsen

                                       Telephone (214) 292-4232
                                       Facsimile (214) 363-4968

           with a copy to:             Mr. Heath D. Esterak
                                       Fulbright & Jaworski L.L.P.
                                       300 Convent Street, Suite 2200
                                       San Antonio, Texas  78205

                                       Telephone (210) 270-7161
                                       Facsimile (210) 270-7205

provided that any party may change its address for notice by giving to the other
party  written  notice  of such  change.  Any  notice  request,  demand or other
communication  given under this Section  shall be effective  upon the earlier of


                                       18
<PAGE>


(i) personal  delivery to the party to receive such notice,  request,  demand or
communication, (ii) receipt at the address for notice as provided for herein for
the party to receive such notice, request, demand or communication, or (iii) the
expiration  of  seventy-two  (72)  hours  from and after  the date such  notice,
request, demand or other communication was sent in accordance herewith.

                                   ARTICLE 14
                              DEFAULTS AND REMEDIES

      14.1 Seller's Remedies on Purchaser's Default. In the event that Purchaser
shall fail to  consummate  the  purchase of the Project on or before the Closing
Date for any reason other than termination hereof pursuant to a right granted to
Purchaser to do so,  failure of any  condition  set forth  herein,  or breach by
Seller of its representations,  warranties,  covenants or agreements  hereunder,
then,  as its sole and exclusive  remedy  hereunder,  Seller may terminate  this
Agreement  and receive the Earnest Money from Title  Company  whereupon  neither
party shall have any further  obligations  hereunder except as set forth herein.
Seller agrees to accept such sum as its total liquidated  damages and relief and
as its sole remedy, at law or in equity, for Purchaser's default hereunder,  the
parties having agreed that in the event of a default hereunder by Purchaser, the
actual  harm  to  Seller  will  be  extremely  difficult  and  impracticable  to
determine,  and Seller and Purchaser agree that said liquidated  damages are not
intended as a penalty.

      14.2 Purchaser's  Remedies on Seller's Default.  In the event Seller shall
fail or refuse to fully and timely perform any of its obligations hereunder,  or
shall fail or refuse to  consummate  the sale of the  Project for any reason not
set forth in this Agreement, except where caused by Purchaser's default, then as
its sole and exclusive  remedies  hereunder,  Purchaser  may: (i) terminate this
Agreement and recover (a) from the Title  Company,  the Earnest  Money,  and (b)
from Seller,  Purchaser's actual  out-of-pocket  expenses incurred in connection
with the transaction  herein  contemplated,  up to a maximum of $18,000.00,  and
thereafter neither party shall have any further obligations  hereunder except as
set forth herein,  or (ii) enforce  specific  performance of this Agreement (and
should Purchaser be successful in enforcing specific  performance,  Seller shall
be  responsible  for all of  Purchaser's  reasonable  court costs and reasonable
attorneys' fees incurred in connection therewith).  In the event Seller fails or
refuses to perform  any  covenant or  agreement  herein  undertaken  or fails or
refuses to furnish any item or thing or permit any  inspection,  then  Purchaser
may, at its election,  either waive such compliance or performance by Seller and
proceed to Closing,  or extend the Closing  Date for such period of time (not to
exceed  thirty (30) days)  deemed  appropriate  by  Purchaser in which event the
substituted  Closing Date shall  thereafter be and  constitute  the Closing Date
hereunder.

      14.3  Limitation on Damages.  Notwithstanding  any other  provision to the
contrary  set forth in this  Agreement,  but  without  in any way  limiting  any
party's  indemnification  obligations hereunder, no party hereto shall be liable
to any other party hereto for any incidental,  consequential, special, exemplary
or  punitive  damages  arising  out of or in  connection  with  this  Agreement,
regardless  of whether the  breaching  or  defaulting  party knew or should have
known of the  possibility  of such damages,  and without regard to the nature of
the claim or the  underlying  theory or cause of action,  and each party  hereby
waives its right to all such remedies and damages.


                                       19
<PAGE>


                                   ARTICLE 15
                               SPECIAL PROVISIONS

      Notwithstanding  anything  to the  contrary  herein,  satisfaction  of the
provisions of this Article 15 shall be a further express condition  precedent to
the obligations of Purchaser to close the transaction contemplated hereby.

      15.1  Financing.  Purchaser  shall  seek to obtain the  commitment  from a
lender  ("Purchaser's  Lender") to provide  financing (the  "Financing") for the
acquisition of the Project on terms and conditions  satisfactory to Purchaser in
its sole  discretion  and  agrees  to keep  Seller  reasonably  informed  of its
progress in obtaining the Financing.  If Purchaser's  Lender refuses to fund the
purchase  or  Purchaser  is  otherwise  unable to obtain  such  financing,  then
Purchaser shall have the absolute and unfettered right, at any time prior to and
on the Closing Date, to terminate  this  Agreement by sending  written notice of
such  termination to Seller and the Title  Company,  whereupon the Title Company
shall return the Earnest Money to Purchaser and the parties hereto shall have no
further  obligations  under this Agreement,  except as may otherwise be provided
herein.  Seller agrees to execute,  such estoppel  certificates,  subordination,
nondisturbance and attornment  agreements,  and other instruments as Purchaser's
Lender may reasonably  require in connection with such financing.  To the extent
permitted by, and subject to the conditions of, Article 7, Seller further agrees
to  cooperate  with  Purchaser's  Lender  and  to  allow  such  lender  and  its
contractors,  appraisers and representatives reasonable access to the Project to
inspect same and to perform such other due diligence in connection with the loan
as they may reasonably deem necessary;  subject,  however, to the provisions set
forth in Article 16 hereof. In addition,  Seller agrees that Purchaser may share
all studies, tests, reports,  financial data and other information regarding the
Project provided by Seller to Purchaser with Purchaser's  Lender and prospective
lenders. Purchaser agrees to repair any physical damage to the Project caused by
Purchaser's Lender's entry onto the Project.

      15.2 Lease. At Closing,  Seller and Purchaser shall execute and enter into
the Lease upon terms and in a form mutually agreeable to both parties. The Lease
shall grant Seller (Tenant) a license for use of the Incidental Rights and Plans
and the Property Agreements, which license shall be coterminous with the Lease.

      15.3 Due  Diligence  Materials.  Seller  shall  deliver all due  diligence
materials  as  reasonably  requested  by  Purchaser,  except as provided  for in
Article 8, Paragraph 20.


                                       20
<PAGE>


                                   ARTICLE 16
                                  REVIEW PERIOD

      For the purposes of this  Agreement,  the term "Review  Period" shall mean
the period of time  commencing on the Effective  Date,  and expiring  sixty (60)
days thereafter.  During the Review Period,  Purchaser,  at Purchaser's expense,
may review all of the documents,  items,  information  and materials  reasonably
requested  by  Purchaser  and  delivered  by Seller,  and,  subject to the other
provisions  of this  Agreement,  including  Article 7, may  conduct  soil tests,
structural tests, and such other engineering and economic  feasibility tests and
studies  and such  other  inspections  or  investigations  with  respect  to the
Project, as Purchaser may desire or deem appropriate. Seller agrees to cooperate
with and assist  Purchaser  in the  physical  inspection  of the Project and the
inspection of such documents,  items,  information and materials,  provided that
such inspection shall be conducted during normal business hours or at such other
time as is  reasonable  and necessary to conduct the  inspection,  and shall not
unreasonably interfere with the normal business of Seller. If, within the Review
Period,  Purchaser  shall,  for any reason,  in  Purchaser's  sole and  absolute
discretion, be dissatisfied with any aspect of the Project, then Purchaser shall
have the absolute and  unfettered  right to terminate  this Agreement by sending
written notice of such termination to Seller at any time prior to the expiration
of the Review Period. In the event that Purchaser terminates this Agreement,  as
provided  above,  the Title  Company shall return the Earnest Money to Purchaser
and the parties hereto shall have no further  obligations  under this Agreement,
except as may be otherwise provided herein.

                                   ARTICLE 17
                                  MISCELLANEOUS

      17.1 Cooperation; Further Documents.

            (1 Each of the parties hereto agrees to use its  reasonable  efforts
      to take or cause to be taken all action, and to do or cause to be done all
      things  necessary,  proper  or  advisable  under  applicable  Governmental
      Requirements,   regulations  or  otherwise,  to  consummate  and  to  make
      effective the  transactions  contemplated  by this  Agreement,  including,
      without  limitation,  the timely  performance  of all  actions  and things
      contemplated  by this Agreement to be taken or done by each of the parties
      hereto.

            (2 Each party  shall  reasonably  cooperate  with the other party in
      such other party's  discharge of the  obligations  hereunder,  which shall
      include making  reasonably  available to the other party (but if after the
      Closing Date, at the other party's direct out-of-pocket  expense), such of
      its personnel as have relevant information with respect thereto.

            (3 Seller  shall  from time to time,  at the  reasonable  request of
      Purchaser,  execute and deliver such  instruments of transfer,  conveyance
      and assignment in addition to those delivered  contemporaneously  herewith
      and at the Closing, and take such other action as Purchaser may reasonably


                                       21
<PAGE>


      require  to more  effectively  transfer,  convey and assign to and vest in
      Purchaser,  and to put  Purchaser  in  possession  of,  any  assets  being
      transferred,  conveyed,  assigned and delivered by Seller pursuant to this
      Agreement.

      17.2 No  Partnership.  This  Agreement  is a contract of purchase and sale
only and is not intended  and shall not be construed to create any  association,
trust,  partnership,  joint venture,  agency or any other  relationship  between
Purchaser and Seller.

      17.3  Savings  Clause.  Should any  provision  of this  Agreement  be held
unenforceable  or invalid  under the laws of the United States of America or the
State of Florida,  or under any other applicable laws of any other jurisdiction,
then the parties hereto agree that such provision  shall be deemed  modified for
purposes of  performance of this  Agreement in such  jurisdiction  to the extent
necessary to render it lawful and enforceable,  or if such a modification is not
possible without materially  altering the intention of the parties hereto,  then
such  provision  shall be severed  herefrom for purposes of  performance of this
Agreement in such jurisdiction. The validity of the remaining provisions of this
Agreement shall not be affected by any such  modification  or severance,  except
that if any severance  materially alters the intentions of the parties hereto as
expressed  herein (a  modification  being permitted only if there is no material
alteration),  then the parties hereto shall use commercially  reasonable efforts
to agree to appropriate  equitable amendments to this Agreement in light of such
severance.

      17.4 Survival. Except as may otherwise be expressly set forth herein, each
and every indemnification  obligation,  warranty,  representation,  covenant and
agreement of Seller and Purchaser  contained herein shall survive the execution,
delivery  and  Closing (if any) of this  Agreement  for a period of one (1) year
from and after the Closing Date or, if no Closing  shall occur,  for a period of
two (2) years  from and after the date of  termination  of this  Agreement,  and
shall not be merged into the Deed (if any) or any other  document  executed  and
delivered prior to or at the Closing, but shall expressly survive and be binding
thereafter on Seller and Purchaser, respectively. No inspections or examinations
of the  Project  or the  books,  records,  or  information  relative  thereto by
Purchaser   shall  diminish  or  otherwise   affect   Seller's   indemnification
obligations,  representations,  warranties,  covenants and  agreements  relative
thereto,  and Purchaser  may continue to rely thereon,  except that if Purchaser
has actual knowledge that a representation  or warranty of Seller is false prior
to  Closing,  but  nevertheless  agrees  to close the  transaction  contemplated
hereby,  then  Purchaser  may not later seek  recovery from Seller on such false
representation or warranty.

      17.5 Governing Law. This Agreement  shall be governed by and construed and
interpreted in accordance with the laws of the State of Florida.

      17.6 Cumulative  Rights.  Except as may otherwise be set forth herein, all
rights,  powers and  privileges  conferred  hereunder  upon the parties shall be
cumulative and not restrictive of those given by law.


                                       22
<PAGE>


      17.7 No Waiver By  Conduct.  The failure of either  party to exercise  any
power given such party  hereunder  or to insist upon  strict  compliance  by the
other party with its obligations  hereunder shall not, and no custom or practice
of the parties at variance with the terms hereof,  shall  constitute a waiver of
such parties rights to demand exact compliance with the terms hereof.

      17.8 Entire Agreement. This Agreement, including the exhibits, annexes and
schedules  attached hereto,  constitutes the entire agreement and  understanding
between the parties hereto relating to the sale and purchase of the Project, and
supersedes  all prior and  contemporaneous  agreements and  undertakings  of the
parties  in  connection  therewith.   No  statements,   agreements,   covenants,
understandings,  representations, warranties or conditions not expressed in this
Agreement  shall be binding  upon the parties  hereto,  or shall be effective to
interpret,  change, or restrict provisions of this Agreement,  unless such is in
writing, signed by both parties hereto and by reference made a part hereof. This
Agreement  may not be modified or amended  except by a  subsequent  agreement in
writing signed by Seller and Purchaser.

      17.9 Assignment.  Seller shall not assign,  transfer, or mortgage Seller's
interest in this Agreement.  Seller  expressly  agrees that Purchaser shall have
the absolute  right to assign and transfer  Purchaser's  interest in the Project
and in this Agreement to any special  purpose entity at Closing without the need
to obtain the consent of Seller,  and in the event of any such assignment,  such
assignee  shall  succeed to all the  interests  and rights so assigned as though
such assignee had executed this  Agreement,  and Purchaser  shall  thereafter be
relieved of obligations hereunder.

      17.10   Counterparts.   This   Agreement   may  be   executed  in  several
counterparts,  each  of  which  shall  be  deemed  an  original,  and  all  such
counterparts together shall constitute one and the same instrument.

      17.11 Binding  Effect.  Subject to the  restrictions  set forth in Section
17.9 hereof, this Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.

      17.12 Time. Time is of the essence with respect to this Agreement, and the
respective time periods set forth herein.

      17.13   Captions.   The  captions  in  this  Agreement  are  inserted  for
convenience  and reference  only, and shall in no way affect,  define,  limit or
describe the scope, intent or construction of any provision hereof.

      17.14 Pronouns.  Pronouns,  wherever used herein,  and of whatever gender,
shall include natural persons and  corporations  and  associations of every kind
and character,  and the singular shall include the plural  wherever and as often
as may be appropriate.


                                       23
<PAGE>


      17.15  Construction  of  Agreement.  The  terms  and  provisions  of  this
Agreement  represent the results of  negotiations  between Seller and Purchaser,
each of which has been  represented by counsel of its own choosing,  and neither
of which has acted  under  duress or  compulsion,  whether  legal,  economic  or
otherwise.  Accordingly,  the terms and  provisions of this  Agreement  shall be
interpreted and construed in accordance with their usual and customary meanings,
and Seller and Purchaser  hereby waive the  application  in connection  with the
interpretation  and  construction  of this  Agreement  of any rule of law to the
effect that  ambiguous  or  conflicting  terms or  provisions  contained in this
Agreement  shall be  interpreted  or construed  against the party whose attorney
prepared the executed draft or any earlier draft of this Agreement.

      17.16 Third Party  Beneficiaries.  Except as expressly  set forth  herein,
nothing in this  Agreement is intended or shall  operate to create any rights of
any nature in favor of any person,  association or entity that is not a party to
this Agreement.

      17.17  Recordation.   Neither  Seller  nor  Purchaser  shall  record  this
Agreement in the Real Property  Records without the prior written consent of the
other party.

      17.18 Subleases, Liability Insurance, and Confidentiality. Notwithstanding
anything in this Agreement to the contrary:  (a) Seller may enter into subleases
and while such subleases will not be a Seller default under this  Agreement,  if
Purchaser  does  not  approve  of  the  subleases,  Purchaser  may  cancel  this
Agreement; (ii) Purchaser's liability insurance shall be for at least $1,000,000
per  occurrence;  and  (iii)  Purchaser  shall  treat as  confidential  Seller's
non-public  information,   but  this  limitation  shall  not  be  applicable  to
information relating to the real estate that is the subject of this sale.


                            [Signatures on Next Page]



                                       24
<PAGE>


      IN WITNESS  WHEREOF,  the parties hereto have signed this Agreement on the
date shown to the left of their respective signatures.

<TABLE>
<CAPTION>
<S>                                 <C>
                                    SELLER:
                                    SUPERSTOCK, INC., a Florida corporation
Date: ____________________


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


                                    PURCHASER:

Date: ____________________
                                    NL VENTURES IV, L.P., a Texas limited
                                    partnership

                                    By: AIC NET LEASE MANAGEMENT IV,
                                        L.P., a Texas limited partnership, its sole
                                        General Partner

                                    By: AIC OPCO IV, L.L.C.
                                        a Texas limited liability company,
                                        its sole General Partner

                                        ----------------------------------------------------
                                              Peter S. Carlsen, President
</TABLE>


                                       25
<PAGE>


      Receipt of a fully executed copy of this Agreement is hereby acknowledged,
and the  undersigned  Title  Company  agrees to perform  the duties of the Title
Company set forth in the foregoing Agreement as and when called upon to do so.


                                    TITLE COMPANY:
                                    -------------

                                    FIDELITY NATIONAL TITLE COMPANY


                                    By:
                                       -----------------------------------------
                                    Name:  David Lawrence
                                    Title: Senior Vice President
                                    Date:
                                         ---------------------------------------



                                       26
<PAGE>


                                     ANNEX A
                         General Definitional Provisions

      (1 All terms defined in this Agreement  shall have their defined  meanings
when used in each  certificate,  exhibit,  schedule,  annex or other  instrument
related thereto, unless in any case the context states or implies otherwise; and
when required by the context,  each term shall include the plural as well as the
singular, and vice versa.

      (2  Definitions  of each  person or entity  specifically  defined  herein,
unless  otherwise  expressly  provided to the contrary,  include the successors,
assigns, heirs and legal representatives of each such person or entity.

      (3 Unless the context  otherwise  requires or unless  otherwise  expressly
provided,   references  to  this   Agreement   shall  include  all   amendments,
modifications,  supplements and restatements  thereof or thereto, as applicable,
and as in effect from time to time.

                                  Defined Terms

      The  terms  defined  in this  Annex A  shall,  for  all  purposes  of this
Agreement, have the meanings herein specified.

      "Actual  Knowledge"  shall mean the actual  knowledge of Albert Pleus, Kai
Chiang, Susan Chiang or Hiam Ariav.

      "Closing"  shall have the meaning  ascribed  to such term in Section  10.1
hereof.

      "Closing  Date"  shall have the  meaning  ascribed to such term in Section
10.1 hereof.

      "Construction  Contracts"  shall have the meaning ascribed to such term in
Section 2.3 hereof.

      "Deed"  shall have the meaning  ascribed  to such term in Section  11.2(1)
hereof.

      "Environmental  Conditions"  means  any and all acts,  omissions,  events,
circumstances, and conditions on or in connection with the Realty or the Project
that constitute a violation of, or require  remediation under, any Environmental
Laws,  including any pollution,  contamination,  degradation,  damage, or injury
caused by,  related to, or arising from or in  connection  with the  generation,
use, handling,  treatment,  storage, disposal, discharge, emission or release of
Hazardous Materials.

      "Environmental  Laws"  means  all  applicable  federal,  state,  local  or
municipal  laws,  rules,  regulations,  statutes,  ordinances  or  orders of any
Governmental Authority,  relating to (a) the control of any potential pollutant,
or protection of health or the air, water or land, (b) solid,  gaseous or liquid


                                       27
<PAGE>


waste generation,  handling,  treatment,  storage, disposal, discharge, release,
emission or transportation, (c) exposure to hazardous, toxic or other substances
alleged to be harmful,  (d) the protection of any endangered or at-risk plant or
animal life, or (e) the emission, control or abatement of noise.  "Environmental
Laws" shall  include,  but not be limited  to, the Clean Air Act, 42 U.S.C.  ss.
7401 et seq.,  the Clean Water Act, 33 U.S.C.  ss.  1251 et seq.,  the  Resource
Conservation  Recovery  Act  ("RCRA"),  42 U.S.C.  ss.  6901 et seq.,  the Toxic
Substances  Control Act, 15 U.S.C. ss. 2601 et seq., the Endangered Species Act,
16 U.S.C.  ss. 1531 et seq., the Safe Drinking Water Act, 42 U.S.C.  ss. 300f et
seq., and the Comprehensive  Environmental Response,  Compensation and Liability
Act ("CERCLA"),  42 U.S.C. ss. 9601 et seq.,  including the Superfund Amendments
and  Reauthorization  Act, 42 U.S.C. ss. 11001, et seq. The term  "Environmental
Laws" shall also include all applicable state,  local and municipal laws, rules,
regulations,  statutes, ordinances and orders dealing with the subject matter of
the  above  listed  federal  statutes  or  promulgated  by any  governmental  or
quasi-governmental  agency  thereunder in order to carry out the purposes of any
federal, state, local or municipal law.

      "Environmental    Liabilities"    means    any   and   all    liabilities,
responsibilities,  claims,  suits, losses,  costs (including remedial,  removal,
response,  abatement,  clean-up,  investigative  and/or monitoring costs and any
other related costs and expenses),  other causes of action  recognized now or at
any later time, damages,  settlements,  expenses, charges,  assessments,  liens,
penalties,  fines, pre-judgment and post-judgment interest,  attorneys' fees and
other legal costs  incurred or imposed  (a)  pursuant to any  agreement,  order,
notice  of  responsibility,   directive   (including   directives   embodied  in
Environmental  Laws),  injunction,  judgment  or  similar  documents  (including
settlements)  arising out of, in connection with, or under  Environmental  Laws,
(b)  pursuant to any claim by a  Governmental  Authority  or any other person or
entity for  personal  injury,  property  damage,  damage to  natural  resources,
remediation,  or payment or reimbursement of response costs incurred or expended
by such  Governmental  Authority,  person or entity  pursuant  to common  law or
statute and related to the use or release of  Hazardous  Materials,  or (c) as a
result of Environmental Conditions.

      "Environmental Permits" means any permits, licenses, approvals,  consents,
registrations,  identification  numbers or other  authorizations with respect to
the Project or the ownership or operation  thereof required under any applicable
Environmental Law.

      "Governmental  Authority"  means any and all  foreign,  federal,  state or
local   governments,   governmental   institutions,   public   authorities   and
governmental  entities  of  any  nature  whatsoever,  and  any  subdivisions  or
instrumentalities thereof,  including, but not limited to, departments,  boards,
bureaus,  commissions,  agencies,  courts,  administrations  and panels, and any
divisions or instrumentalities  thereof, whether permanent or ad hoc and whether
now or hereafter constituted or existing.

      "Governmental  Requirements"  means any and all laws  (including,  but not
limited to,  applicable  common law principles),  statutes,  ordinances,  codes,
rules, regulations, interpretations,  guidelines, directions, orders, judgments,
writs,  injunctions,  decrees,  decisions  or similar  items or  pronouncements,
promulgated, issued, passed or set forth by any Governmental Authority.


                                       28
<PAGE>


      "Hazardous  Materials" means any (a) petroleum or petroleum products,  (b)
asbestos or asbestos containing  materials,  (c) hazardous substances as defined
by ss. 101(14) of CERCLA and (d) any other chemical,  substance or waste that is
regulated by any Governmental Authority under any Environmental Law.

      "Incidental  Rights"  shall  have the  meaning  ascribed  to such  term in
Section 2.3 hereof.

      "Improvements" shall have the meaning ascribed to such term in Section 2.1
hereof.

      "Land" shall have the meaning ascribed to such term in Section 2.1 hereof.

      "Lease"  shall  have the  meaning  ascribed  to such term in the  recitals
hereof.

      "Permitted  Exceptions"  shall have the  meaning  ascribed to such term in
Section 6.1 hereof.

      "Personalty"  shall have the meaning  ascribed to such term in Section 2.2
hereof.

      "Plans"  shall  have the  meaning  ascribed  to such term in  Section  2.4
hereof.

      "Project" shall mean the Realty,  the Personalty,  the Incidental  Rights,
the  Plans  and all  other  property  and  interests  that are  subject  to this
Agreement.

      "Property  Agreements"  shall have the  meaning  ascribed  to such term in
Section 2.3 hereof.

      "Purchaser's  Lender"  shall  have the  meaning  ascribed  to such term in
Section 15.1 hereof.

      "Realty"  shall have the  meaning  ascribed  to such term in  Section  2.1
hereof.

      "Review Period" shall have the meaning ascribed to such term in Article 16
hereof.

      "Survey"  shall have the  meaning  ascribed  to such term in  Section  5.1
hereof.

      "Title Commitment" shall have the meaning ascribed to such term in Section
6.1 hereof.

      "Title  Company" shall mean Fidelity  National  Title Company,  located at
Three Lincoln Center, Suite 260, 5430 LBJ Freeway,  Dallas,  Texas, 75240; (972)
770-2120, Attn: David Lawrence.

      "Total  Purchase  Price"  shall have the meaning  ascribed to such term in
Section 4.1 hereof.

      "UCC Report"  shall have the meaning  ascribed to such term in Section 6.2
hereof.



                                       29
<PAGE>


                                    EXHIBIT A

                                Land Description
















                                      A-1
<PAGE>


                                  SCHEDULE 2.3














<PAGE>


                                  SCHEDULE 6.3


      1.  Zoning  regulations  and  ordinances  which  are not  violated  by the
existing structures or present use thereof.

      2.  Consents by Seller or any former owner of the Project for the erection
of any structure or structures on, under or above any street or streets on which
the Project may abut,  provided same would not  unreasonably  interfere with the
current use of the Project.

      3. Any and all covenants, restrictions, easements and agreements of record
provided  the same do not (i)  prohibit  the  maintenance  of the  structure  or
structures  now on the Project or (ii) interfere with the use of the Project for
its present use or (iii)  allow a lien to enforce  payment of any fees,  dues or
assessments.